8-K
Coeur Mining, Inc. (CDE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): March 19, 2026
Coeur Mining, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-8641 | 82-0109423 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
200 South Wacker Drive
Suite 2100
Chicago, Illinois 60606
(Address of Principal Executive Offices)
(312) 489-5800
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock (par value $0.01 per share) | CDE | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
As previously announced, on November 2, 2025, Coeur Mining, Inc., a Delaware corporation (“Coeur”), New Gold Inc., a corporation existing under the laws of the Province of British Columbia, Canada (“New Gold”), and 1561611 B.C. LTD., a corporation organized and existing under the laws of the Province of British Columbia, Canada and a wholly-owned subsidiary of Coeur (“Canadian Sub”), entered into an arrangement agreement (the “Arrangement Agreement”) and agreed to a strategic business combination transaction pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”). On March
20, 2026 \(the “Closing Date”\), pursuant to the
terms and conditions set forth in the Arrangement Agreement, Coeur
\(through the Canadian Sub\) acquired all of the issued and outstanding common shares of New Gold \(each, a “New Gold Common Share”\) pursuant to a Plan of Arrangement with New Gold becoming a wholly-owned subsidiary of Coeur.
The foregoing descriptions of the Arrangement and Arrangement Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Arrangement Agreement, which is included as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Coeur on November 3, 2025 and is incorporated by reference herein.
| Item 1.01 | Entry into a Material Definitive Agreement. |
|---|
On March 20, 2026, Coeur entered into a Credit Agreement (the “Credit Agreement”) by and among Coeur, as borrower, certain subsidiaries of Coeur, as guarantors, the lenders party thereto and National Bank of Canada, as administrative agent. The Credit Agreement replaced Coeur’s existing credit
agreement dated as of September 29, 2017, by and among Coeur, as borrower, certain
subsidiaries of Coeur, as guarantors, the lenders party thereto, and Bank of America,
N.A., as administrative agent, as amended.
The Credit
Agreement provides for a $1,000,000,000 senior secured revolving credit facility \(the “Facility”\), which may be increased by up to
$250,000,000 in incremental loans and commitments subject to the terms of the Credit Agreement. The proceeds of the Facility will be used to finance working capital and general corporate purposes of
Coeur and its subsidiaries.
The Facility has a term of five
years. The loans under the Facility will bear interest at a rate equal to either a base rate plus a margin ranging from 0.450% to 1.500%, Term SOFR plus a margin ranging from 1.450% to 2.500%, or Daily Simple SOFR plus a margin ranging from 1.450% to 2.500%, in each case as selected by Coeur, with such margin determined in accordance with a pricing grid based upon Coeur’s consolidated net leverage ratio as of the end of the applicable period. Subject to no event of default, upon Coeur receiving at least two of the following debt ratings: BBB- \(or better\) from S&P, Baa3 \(or better\) from Moody’s, or BBB- \(or better\) from Fitch \(the “Collateral Release Event”\)
and the one-time election of Coeur \(the “Margin Election”\), the applicable margin will instead be determined based upon Coeur’s
debt ratings from S&P, Moody’s and Fitch, and will range from 0.125% to 1.000% for Base Rate Loans and from 1.125% to 2.000% for Term SOFR Loans and Daily SOFR Loans.
Coeur is required to pay a commitment fee on the daily unused portion of the Facility. Prior to the Collateral Release Event and the Margin Election, the commitment fee ranges from 0.200% to 0.350% per annum, determined in accordance with a pricing grid based upon Coeur’s consolidated net leverage ratio. Following the Collateral
Release Event and the Margin Election, the commitment fee ranges from 0.110% to 0.250%
per annum, determined in accordance with a pricing grid based upon Coeur’s debt ratings. Coeur will also pay customary letter of credit fees and other fees under the Credit Agreement.
Voluntary prepayments of the loans under the Credit Agreement are permitted without premium or penalty. Other than a requirement that Coeur
prepay outstanding loans and/or cash collateralize letter of credit obligations to the extent that the total revolving outstandings exceed the aggregate revolving commitments then in effect, the Credit Agreement does not require mandatory prepayments of the loans prior to maturity. Amounts repaid may be subsequently reborrowed subject to the terms
of the Credit Agreement.
The Facility is secured by a pledge of the shares of certain of Coeur’s domestic and Canadian subsidiaries. Upon the occurrence of the Collateral Release Event, and provided no event of default has occurred and is continuing, the equity pledge will be released and the Facility will be unsecured.
The Credit
Agreement contains representations and warranties and affirmative and negative covenants that are usual and customary, including representations, warranties, and covenants that, among other things, restrict the ability of Coeur and its subsidiaries to incur additional debt, incur or permit liens on assets, make investments and acquisitions, consolidate or
merge with any other company, engage in asset sales and make dividends and distributions. The Credit
Agreement also contains representations, warranties, and covenants that, among other things, require compliance with environmental laws and maintenance of mining rights. The Credit Agreement also contains financial covenants consisting of \(i\) prior to the Collateral Release Event and the Margin Election, a consolidated net leverage ratio not to exceed 3.50 to 1.00 and a consolidated interest coverage ratio of not less than 3.00 to 1.00, and \(ii\) following the Collateral Release Event and the Margin
Election, a net debt to capital ratio not to exceed 60%.
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Obligations under the Credit Agreement may be accelerated upon the occurrence of certain customary events of default (subject to grace periods and cure rights, as appropriate), including among others: nonpayment of principal, interest or fees; breach of the affirmative, negative or financial covenants; breach of the representations or warranties in any material respect; events of default with respect to other material indebtedness; bankruptcy or insolvency; material judgments entered against Coeur or any of its restricted subsidiaries that are not promptly paid or stayed; termination of or default under any material contract or license relating to the New Afton Mine, the Rainy River Mine, the Las Chispas Mine, the Palmarejo Mine,
the Rochester Mine, the Kensington Mine, or the Wharf Mine that could reasonably be expected to result in a material adverse effect; invalidity or unenforceability of the
Credit Agreement or other documents associated with the Credit Agreement; and a change of control of Coeur.
A copy of the Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The description of the Credit Agreement is a summary only and is qualified in its entirety by the terms of the Credit Agreement.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
|---|
The information set forth in the Introductory Note and under Item 3.02 and Item 5.03 of this Current Report on Form 8-K are incorporated by reference in its entirety into this Item 2.01.
At the effective time of the Arrangement (the “Effective Time”), among other things:
| • | each New Gold shareholder (other than in respect to New Gold Common<br> Shares held by Coeur or Canadian Sub, and New<br><br><br><br><br><br> Gold shareholders who validly exercised dissent rights in connection with the Arrangement) received 0.4959 shares of common stock (the “Exchange Ratio”), par value $0.01 per share, of Coeur (the “Coeur Common Stock”), in exchange for each New Gold Common Share they held; |
|---|---|
| • | each option to purchase New Gold Common Shares (a “New Gold<br> Option”) outstanding immediately prior to the Effective Time was fully vested and cancelled in exchange for an amount equal to (a) the product of (i) the number of New Gold common shares for which such New Gold Options may be exercised, and (ii) the volume weighted average share<br> price of the New Gold Common Shares on the Toronto Stock Exchange (during continuous trading<br> hours) for the five trading days ending on the third business day prior to the Closing Date, less (b) its exercise price; |
| --- | --- |
| • | all deferred share units of New Gold (“New Gold DSUs”) were fully vested in exchange for a cash payment from New Gold, calculated in accordance with the terms<br> of the deferred share unit plan of New Gold effective May 6, 2010 (except that the calculation of the amounts payable was<br> determined as of the third business day prior to the Closing Date); |
| --- | --- |
| • | all performance share units of New Gold (“New Gold PSUs”) were fully vested<br> in exchange for a cash payment from New Gold, calculated in accordance with the terms of the long term incentive plan of New Gold effective February 19, 2025 (the “LTIP”) (except that the calculation of the<br> amounts payable was determined as at the third business day prior to the Closing Date) immediately prior to the Effective Time provided that (A) the vesting multiplier applicable to all calculation periods ending on or prior to the third business day prior to<br> the Closing Date for each New Gold PSU was determined based on the terms of the LTIP and (B) the vesting<br> multiplier applicable to all calculation periods ending after the third business day prior to the Closing Date for each New Gold PSU was (i) 100%, in the case of New Gold employees who were employed by Coeur, New Gold or any of their respective subsidiaries following the Effective Time (“Continuing Employees”); or (ii) 150%, in the case of New Gold employees whose employment with New Gold or any of its subsidiaries was terminated at or immediately prior to<br> the Effective Time (“Non-Continuing Employees”); |
| --- | --- |
| • | all restricted share units of New Gold (“New Gold RSUs”) were treated as<br> follows: |
| --- | --- |
| • | New Gold RSUs held by Non-Continuing Employees (“Accelerated<br><br><br><br><br><br> RSUs”) were fully vested pursuant to, and redeemed for cash in accordance with, the terms of the LTIP (except that the calculation of the amounts payable was<br> determined as of the third business day prior to the Closing Date); and |
| --- | --- |
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| • | New Gold RSUs held by Continuing Employees were (1) amended by multiplying each such New Gold RSU by the Exchange Ratio, and thereafter, the holder thereof was entitled to the number of New Gold RSUs as is equal to the product of such amendment (the “Revised New Gold RSUs”); (2) upon the vesting of such Revised New Gold RSUs following the Effective Time, each such Revised New Gold RSU entitled the holder thereof to receive a payment in cash, in accordance with the terms of the LTIP, with reference to the trading price of the Coeur Shares rather than the New Gold Shares, and (3) such Revised New Gold RSUs remained outstanding and governed by the terms of the LTIP<br><br><br><br><br><br> and any document evidencing the New Gold RSUs (subject to amendments as contemplated in the Arrangement<br><br><br><br><br><br> Agreement). |
|---|---|
| Item<br> 3.02. | Unregistered Sales of Equity Securities. |
| --- | --- |
The information disclosed under Item 2.01 is incorporated into this Item 3.02 in its entirety. The securities issued pursuant to the Arrangement Agreement, consisting of approximately 393 million shares of Coeur Common Stock were issued in reliance upon Section
3\(a\)\(10\) of the Securities Act of 1933, as amended \(the “Securities
Act”\).
| Item 3.03. | Material Modification to Rights of Security Holders. |
|---|
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference in its entirety into this Item 3.03.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain<br> Officers; Compensatory Arrangements of Certain Officers. |
|---|
As previously announced on February 17, 2026, Coeur’s Board
of Directors \(the “Coeur Board”\) approved the appointment of Mr. Patrick Godin and Ms. Marilyn Schonberner to the Coeur Board, effective at, and contingent upon, the completion of the Arrangement.
Effective as of the Closing Date, Mr. Godin and Ms. Schonberner have been
appointed to the Coeur Board and Ms. Schonberner has been appointed to the Audit Committee of the Board.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
|---|
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in its entirety into this Item
5.03.
On March 19, 2026, Coeur’s certificate of incorporation was amended in connection with the Arrangement and in accordance with the terms of the Arrangement Agreement in the form attached hereto as Exhibit 3.1 (the “Certificate of Incorporation Amendment”), to increase the number of authorized shares of Coeur
Common Stock from 900,000,000 shares to 1,300,000,000 shares, such share authorization having been approved at Coeur’s special meeting of stockholders held on January 27, 2026.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Incorporation Amendment, which is filed as Exhibit 3.1 hereto and incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure. |
|---|
Press Release
On March 23, 2026, Coeur issued a press release (the “Press Release”) announcing the completion of the Arrangement, issuing updated reserves and resources estimates for the New Afton and Rainy
River properties acquired in the Arrangement, and issuing updated production, cost and expense guidance for 2026. The Press Release also announced that the Coeur Board had authorized an expanded
$750 million share repurchase program, which incorporates and supersedes the previous plan announced on May 27, 2025, effective through March 19, 2029. The Press Release also announced that the Coeur Board had approved an updated
financial policy, under which Coeur anticipates paying a semi-annual dividend of $0.02 per share of Coeur Common Stock, beginning in the second quarter of 2026. A copy of the press release is attached as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
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Exchange Offer
On March 23, 2026, Coeur issued a press release announcing that it has commenced an offer to exchange (the “Exchange Offer”) any and all of the outstanding $400,000,000 in aggregate principal amount of 6.875% Senior Notes due 2032 (the “Existing Notes”) issued by New Gold Inc. for new 6.875% Senior Notes due 2032 to be issued by Coeur (the “New Notes”) and cash consideration. The Exchange Offer is being made on the terms and subject to the conditions set forth in the exchange offer and consent
solicitation statement dated March 23, 2026 \(the “Exchange
Offer Memorandum and Consent Solicitation Statement”\). The Exchange Offer will expire at 5:00 p.m., New York City
time, on April 20, 2026, unless extended or terminated \(such date and time, as the same may be extended, the “Expiration Date”\).
For each $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m.,
New York time, on April 3, 2026, unless extended or terminated \(such date and time, as the same may be extended, the “Early Participation Date”\), Eligible Holders of Existing Notes will be eligible to receive the total consideration \(the “Total Consideration”\), which includes early participation cash consideration of $2.00 in cash \(the “Early Participation Cash Consideration”\) and an early participation premium,
payable in additional principal amount of New Notes, of $50 \(the “Early Participation Premium”\). For each $1,000 principal amount of Existing
Notes validly tendered and not validly withdrawn after the Early Participation Date and on or prior to the Expiration Date, Eligible Holders of Existing Notes will be eligible to receive $950 principal amount of New Notes \(the “Exchange Consideration”\).
In conjunction with the Exchange Offer, Coeur is concurrently soliciting consents (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Existing Notes (the “Existing
Notes Indenture”\) to, among other things, eliminate from the Existing Notes Indenture \(i\) substantially all of the restrictive covenants,
\(ii\) certain of the events which may lead to an “Event of Default”, \(iii\) the restrictions on New Gold consolidating with
or merging into another person or conveying, transferring or leasing all or any of its properties and assets to any person, \(iv\) the reporting covenant, and \(v\) the obligation to offer to exchange the Existing Notes upon certain change of control transactions \(including the Transaction,
as defined below\) \(collectively, the “Proposed Amendments”\). The Proposed Amendments require the consent of the holders of not less than a majority
in principal amount of the Existing Notes outstanding \(the “Requisite Consent”\). If the Requisite Consent is obtained, any remaining Existing Notes not tendered and exchanged for New Notes will be
governed by the amended indenture. The Exchange Offer and the Consent Solicitation are subject to the same conditions, and any waiver of a condition
by Coeur with respect to the Exchange Offer will automatically waive such condition with respect to the Consent Solicitation, as applicable.
As previously announced, Coeur has completed the acquisition of all of the issued and outstanding shares of New Gold (the “Transaction”). The consummation of the Transaction constitutes a “change of control” under the Existing Notes Indenture. Accordingly, pursuant to the existing terms of the Existing Notes Indenture, New Gold would be obliged to, within 30 days of the consummation of the Transaction,
make an offer to repurchase all outstanding Existing Notes at a purchase price equal to 101% of the principal amount of the
Existing Notes, plus accrued and unpaid interest, if any to, but excluding, the date of repurchase, in connection with the consummation of the Transaction \(the “Change of Control Offer”\). However, if the Exchange Offer is consummated and the Proposed Amendments are adopted, Coeur will no longer be obliged to make the Change of Control Offer.
A copy of the press release is attached as Exhibit 99.2 and is incorporated into this Item 7.01 by reference.
The information in this Item 7.01 (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
| Item 8.01. | Other Events. |
|---|
On March 23, 2026, Coeur issued a technical report summary for its New Afton Mine (the “New Afton Report”). The New Afton Report is filed as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.
On March 23, 2026, Coeur issued a technical report summary for its Rainy River Mine (the “Rainy River Report”). The Rainy River Report is filed as Exhibit 99.4 to this Current Report on Form 8-K and incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This current report on Form 8-K contains numerous forward-looking statements within the meaning of securities legislation in the United States and Canada, including statements relating to, but not limited to, any statements concerning the results, effects, benefits, and synergies of the Arrangement, future opportunities for the combined company, future financial performance and condition, guidance, any statements regarding the expected timetable for the Exchange Offer and the Consent Solicitation, the expected results of the Exchange
Offer, the effects of, and expected timeline for the adoption of, the Proposed Amendments, whether the New
Gold Change of Control Offer will be made, and any other statements regarding Coeur’s or New
Gold’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements based on assumptions currently believed to be valid.
Forward-looking statements are all statements other than statements of historical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,”
“could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely,” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking
statements. Specific forward-looking statements include, but are not limited to, statements regarding the form and results of the Exchange Offer and the Consent
Solicitation; Coeur’s or New Gold’s plans and expectations with respect to the acquisition
of New Gold pursuant to the Arrangement, the anticipated impact of the Arrangement
on the combined company’s results of operations, financial position, growth opportunities and competitive position, and related strategies, plans and integration. The forward-looking statements are intended to be subject to the safe harbor provided
by Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995 or “forward-looking information” within the meaning of applicable Canadian securities laws.
4
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 possibility that Eligible Holders of New Gold may not tender the Existing Notes in the Exchange Offer and may not deliver their consents in the Consent Solicitation; the risk that any other condition to closing of the Exchange Offer and the Consent
Solicitation may not be satisfied; the risk that the closing of the Exchange Offer and the Consent Solicitation might be delayed or not occur at all;
Coeur’s ability to comply with covenants in New Gold’s Existing Notes and Existing Notes Indenture; Coeur’s ability to obtain amendments to the covenants in the Existing Notes and
Existing Notes Indenture; potential adverse reactions or changes to business or employee relationships of Coeur or New Gold, including those resulting from the announcement or completion of the Exchange
Offer; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Coeur and New Gold; the effects of the business combination of Coeur and New Gold, 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 of any litigation
relating to the Transaction; 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. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow
generation, strategies for the combined company’s operations, gold, silver and copper 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 Exchange Offer Memorandum and Consent Solicitation Statement under “Risk Factors,” in Coeur’s Annual Report on Form 10-K for the year ended December 31, 2025, which is on file with the SEC and available from Coeur’s website at www.coeur.com under the “Investors” tab, and in other documents Coeur’s files with the SEC and in New Gold’s annual information form for the year ended December 31, 2024, which is on file with the SEC and on SEDAR+ and available from New Gold’s website at www.newgold.com
under the “Investors” tab, and in other documents New Gold 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. Neither Coeur nor New Gold assumes 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. This report does not constitute an offer of any securities for sale.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (a) | Financial Statements of Business Acquired. |
| --- | --- |
The financial statements required by this item are not being filed herewith. They will be filed with the SEC by amendment as soon as practicable, but not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
| (b) | Pro Forma Financial Information. |
|---|
The pro forma financial information required by this item is not being filed herewith. It will be filed with the SEC by amendment as soon as practicable, but not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
| (d) | List of Exhibits |
|---|
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| Exhibit No. | Description |
|---|---|
| 2.1* | Arrangement Agreement, dated as of November 2, 2025 by and<br> among Coeur Mining, Inc., New Gold Inc., and 1561611 B.C. LTD. (incorporated by reference to Exhibit 2.1 of Coeur’s Current Report on Form 8-K filed with the SEC on November 3, 2025). |
| 3.1 | Amendment to the Certificate of Incorporation of Coeur<br><br><br><br><br><br> Mining, Inc., dated March 19, 2026. |
| 10.1 | Credit Agreement, dated as of March<br><br><br><br><br> 20, 2026, by and among Coeur Mining, Inc., as borrower, certain subsidiaries of Coeur Mining, Inc., as<br> guarantors, the lenders party thereto and National Bank of Canada, as administrative agent. |
| 23.1 | Consent of Qualified Person – Tyler Roberts. |
| 23.2 | Consent of Qualified Person – Devin Wade. |
| 23.3 | Consent of Qualified Person – Jenifer Katchen. |
| 23.4 | Consent of Qualified Person – Vincent Nadeau-Benoit. |
| 23.5 | Consent of Qualified Person – Matthew Davis. |
| 23.6 | Consent of Qualified Person – Emily O’Hara. |
| 23.7 | Consent of Qualified Person – Corey Kamp. |
| 23.8 | Consent of Qualified Person – Michael Kontzamanis. |
| 23.9 | Consent of Qualified Person – Caroline Daoust. |
| 23.10 | Consent of Qualified Person – Vincent Nadeau-Benoit. |
| 23.11 | Consent of Qualified Person – Emily O’Hara. |
| 23.12 | Consent of Qualified Person – Mohammad Taghimohammadi. |
| 23.13 | Consent of Qualified Person – Travis Pastachak. |
| 99.1 | Press Release, dated March 23, 2026, issued by<br> Coeur Mining, Inc. |
| 99.2 | Press Release, dated March 23, 2026, issued by<br> Coeur Mining, Inc. |
| 99.3 | Technical Report Summary for the New Afton Mine effective December 31, 2025. |
| 99.4 | Technical Report Summary for the Rainy River Mine effective December 31, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Coeur hereby<br> undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC. |
|---|
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CO MINING, INC. | |
|---|---|
| Dated: March 23, 2026 | By: |
All values are in Euros.
| Name: | Thomas S. Whelan |
|---|---|
| Title: | Executive Vice President and Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
THE CERTIFICATE OF INCORPORATION
OF
COEUR MINING, INC.
The undersigned, desiring to amend the certificate of incorporation of a Delaware Corporation pursuant to Section 242 of the Delaware General Corporation Law (the “Act”), hereby certifies as follows:
FIRST. The name of the corporation (hereinafter called the “Corporation”) is Coeur Mining, Inc.
SECOND. This Certificate of Amendment (the “Certificate of Amendment”) amends provisions of the Corporation’s Certificate of Incorporation that was filed with the Secretary of State of the State of Delaware on May 15, 2013 and was amended by the Amendment to the Certificate of Incorporation on May 12, 2015, the Amendment to the Certificate of Incorporation on May 10, 2022 and the Amendment to the Certificate of Incorporation on February 13, 2025 (the “Certificate of Incorporation”).
THIRD. Section 4.1 of Article IV of the Certificate of Incorporation, which Section sets forth the Authorized Stock of the Corporation, is hereby amended and restated in its entirety as follows:
“Section 4.1 Authorized Stock. The aggregate number of shares which the Corporation shall have authority to issue is 1,310,000,000 shares, of which 1,300,000,000 shares shall be designated as Common Stock, par value $0.01 per share (the “Common Stock”), and 10,000,000 shares shall be designated as Preferred Stock, par value $1.00 per share (the “Preferred Stock”).”
FOURTH. The amendment herein certified has been duly adopted in accordance with Section 242 of the Act.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of March 19, 2026.
| CO MINING, INC. |
|---|
| Date: March 19, 2026 |
| By: |
| Name: |
| Title: |
All values are in Euros.
Exhibit 10.1
CREDIT AGREEMENT
Dated as of March 20, 2026
among
COEUR MINING, INC.,
as the Borrower,
THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN,
as the Guarantors,
NATIONAL BANK OF CANADA,
as Administrative Agent, Swingline Lender and L/C Issuer,
and
THE OTHER LENDERS PARTY HERETO
ROYAL BANK OF CANADA
and
BANK OF MONTREAL,
as Co-Syndication Agents
BANK OF AMERICA, N.A.,
as Documentation Agent
NATIONAL BANK CAPITAL MARKETS,
BANK OF MONTREAL,
and
RBC CAPITAL MARKETS,^1^
as Joint Lead Arrangers and Joint Bookrunners
^1^ RBC Capital Markets is a brand name for the capital markets activities of the Royal Bank of Canada and its affiliates.
TABLE OF CONTENTS
| Page | |||
|---|---|---|---|
| ARTICLE I DEFINITIONS AND ACCOUNTING TERMS | 1 | ||
| 1.01 | Defined Terms | 1 | |
| 1.02 | Other Interpretive Provisions | 39 | |
| 1.03 | Accounting Terms | 40 | |
| 1.04 | Rounding | 40 | |
| 1.05 | Times of Day | 41 | |
| 1.06 | Letter of Credit Amounts | 41 | |
| 1.07 | Alternative L/C Currencies | 41 | |
| 1.08 | Rates | 41 | |
| ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS | 41 | ||
| 2.01 | Revolving Loans | 41 | |
| 2.02 | Borrowings, Conversions and Continuations of Loans | 42 | |
| 2.03 | Letters of Credit | 43 | |
| 2.04 | Swingline Loans | 52 | |
| 2.05 | Prepayments | 53 | |
| 2.06 | Termination or Reduction of Aggregate Revolving Commitments | 54 | |
| 2.07 | Repayment of Loans | 55 | |
| 2.08 | Interest | 55 | |
| 2.09 | Fees | 56 | |
| 2.10 | Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate | 56 | |
| 2.11 | Evidence of Debt | 57 | |
| 2.12 | Payments Generally; Administrative Agent’s Clawback | 58 | |
| 2.13 | Sharing of Payments by Lenders | 59 | |
| 2.14 | Cash Collateral | 60 | |
| 2.15 | Defaulting Lenders | 61 | |
| 2.16 | Incremental Facility Loans | 63 | |
| 2.17 | Amend and Extend Transactions | 65 | |
| ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY | 66 | ||
| 3.01 | Taxes | 66 | |
| 3.02 | Illegality | 71 | |
| 3.03 | Inability to Determine Rates | 71 | |
| 3.04 | Increased Costs | 73 | |
| 3.05 | Compensation for Losses | 74 | |
| 3.06 | Mitigation Obligations; Replacement of Lenders | 75 | |
| 3.07 | Survival | 75 | |
| ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS | 76 | ||
| 4.01 | Conditions of Initial Credit Extension | 76 | |
| 4.02 | Conditions to all Credit Extensions | 78 | |
| ARTICLE V REPRESENTATIONS AND WARRANTIES | 79 | ||
| 5.01 | Existence, Qualification and Power | 79 | |
| 5.02 | Authorization; No Contravention | 79 | |
| 5.03 | Governmental Authorization; Other Consents | 79 | |
| 5.04 | Binding Effect | 79 | |
| 5.05 | Financial Statements; No Material Adverse Effect | 80 | |
| 5.06 | Litigation | 80 |
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| 5.07 | No Default | 80 | |
|---|---|---|---|
| 5.08 | Ownership of Property; Expropriation | 81 | |
| 5.09 | Environmental Compliance | 82 | |
| 5.10 | Insurance | 83 | |
| 5.11 | Taxes | 83 | |
| 5.12 | ERISA Compliance, Canadian Pension Plans | 83 | |
| 5.13 | Subsidiaries | 85 | |
| 5.14 | Margin Regulations; Investment Company Act | 85 | |
| 5.15 | Disclosure | 85 | |
| 5.16 | Compliance with Laws | 86 | |
| 5.17 | Intellectual Property | 86 | |
| 5.18 | Solvency | 86 | |
| 5.19 | Perfection of Security Interests in the Collateral | 86 | |
| 5.20 | Business Locations; Taxpayer Identification Number | 86 | |
| 5.21 | Labor Matters | 87 | |
| 5.22 | Mining Rights | 87 | |
| 5.23 | OFAC | 87 | |
| 5.24 | Anti-Corruption Laws | 87 | |
| 5.25 | No Affected Financial Institution | 87 | |
| 5.26 | No Covered Entity | 88 | |
| ARTICLE VI AFFIRMATIVE COVENANTS | 88 | ||
| 6.01 | Financial Statements | 88 | |
| 6.02 | Certificates; Other Information | 89 | |
| 6.03 | Notices | 91 | |
| 6.04 | Payment of Taxes | 91 | |
| 6.05 | Preservation of Existence, Etc | 91 | |
| 6.06 | Maintenance of Properties | 92 | |
| 6.07 | Maintenance of Insurance | 92 | |
| 6.08 | Compliance with Laws and Contracts | 92 | |
| 6.09 | Books and Records | 93 | |
| 6.10 | Inspection Rights | 93 | |
| 6.11 | Debt Ratings | 93 | |
| 6.12 | ERISA Compliance | 93 | |
| 6.13 | Additional Guarantors | 93 | |
| 6.14 | Pledged Assets | 94 | |
| 6.15 | Anti-Corruption Laws | 94 | |
| 6.16 | Post-Closing Matters | 94 | |
| ARTICLE VII NEGATIVE COVENANTS | 95 | ||
| 7.01 | Liens | 95 | |
| 7.02 | Investments | 98 | |
| 7.03 | Indebtedness | 99 | |
| 7.04 | Fundamental Changes | 101 | |
| 7.05 | Dispositions | 102 | |
| 7.06 | Restricted Payments | 104 | |
| 7.07 | Change in Nature of Business | 105 | |
| 7.08 | Transactions with Affiliates | 105 | |
| 7.09 | Burdensome Agreements | 106 | |
| 7.10 | Use of Proceeds | 107 | |
| 7.11 | Financial Covenants | 107 | |
| 7.12 | Prepayment of Certain Indebtedness, Etc | 108 |
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| 7.13 | Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity | 108 | |
|---|---|---|---|
| 7.14 | Sanctions | 108 | |
| 7.15 | Anti-Corruption Laws | 109 | |
| 7.16 | Designation of Subsidiaries | 109 | |
| 7.17 | Canadian Pension Matters | 110 | |
| ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES | 110 | ||
| 8.01 | Events of Default | 110 | |
| 8.02 | Remedies Upon Event of Default | 113 | |
| 8.03 | Application of Funds | 113 | |
| ARTICLE IX ADMINISTRATIVE AGENT | 114 | ||
| 9.01 | Appointment and Authority | 114 | |
| 9.02 | Rights as a Lender | 115 | |
| 9.03 | Exculpatory Provisions | 115 | |
| 9.04 | Reliance by Administrative Agent | 116 | |
| 9.05 | Delegation of Duties | 117 | |
| 9.06 | Resignation of Administrative Agent | 117 | |
| 9.07 | Non-Reliance on Administrative Agent and Other Lenders | 118 | |
| 9.08 | No Other Duties; Etc | 119 | |
| 9.09 | Administrative Agent May File Proofs of Claim; Credit Bidding | 119 | |
| 9.10 | Collateral and Guaranty Matters | 121 | |
| 9.11 | Secured Cash Management Agreements and Secured Hedge Agreements | 121 | |
| 9.12 | ERISA Matters | 122 | |
| 9.13 | Recovery of Erroneous Payments | 123 | |
| ARTICLE X GUARANTY | 123 | ||
| 10.01 | The Guaranty | 123 | |
| 10.02 | Obligations Unconditional | 124 | |
| 10.03 | Reinstatement | 124 | |
| 10.04 | Certain Additional Waivers | 125 | |
| 10.05 | Remedies | 125 | |
| 10.06 | Rights of Contribution | 125 | |
| 10.07 | Guarantee of Payment; Continuing Guarantee | 126 | |
| 10.08 | Keepwell | 126 | |
| ARTICLE XI MISCELLANEOUS | 126 | ||
| 11.01 | Amendments, Etc | 126 | |
| 11.02 | Notices; Effectiveness; Electronic Communications | 129 | |
| 11.03 | No Waiver; Cumulative Remedies; Enforcement | 130 | |
| 11.04 | Expenses; Indemnity; Damage Waiver | 131 | |
| 11.05 | Payments Set Aside | 133 | |
| 11.06 | Successors and Assigns | 133 | |
| 11.07 | Treatment of Certain Information; Confidentiality | 138 | |
| 11.08 | Rights of Setoff | 139 | |
| 11.09 | Interest Rate Limitation | 139 | |
| 11.10 | Integration; Effectiveness | 139 | |
| 11.11 | Survival of Representations and Warranties | 140 | |
| 11.12 | Severability | 140 | |
| 11.13 | Replacement of Lenders | 140 | |
| 11.14 | Governing Law; Jurisdiction; Etc | 141 | |
| 11.15 | Waiver of Jury Trial | 142 |
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| 11.16 | No Advisory or Fiduciary Responsibility | 142 |
|---|---|---|
| 11.17 | Electronic Execution; Electronic Records; Counterparts | 143 |
| 11.18 | USA PATRIOT Act and Canadian AML Acts Notice | 144 |
| 11.19 | Subordination of Intercompany Indebtedness | 144 |
| 11.20 | Acknowledgement and Consent to Bail-In of Affected Financial Institutions | 144 |
| 11.21 | [Reserved] | 145 |
| 11.22 | Acknowledgement Regarding Any Supported QFCs | 145 |
| 11.23 | Releases | 146 |
| 11.24 | Judgment Currency | 146 |
SCHEDULES
| 2.01 | Commitments and Applicable Percentages |
|---|---|
| 2.03 | Existing Letters of Credit |
| 5.03 | Consents |
| 5.12 | ERISA Plans |
| 5.13 | Subsidiaries |
| 5.20(a) | Location of Chief Executive Office, Taxpayer Identification Number, Etc. |
| 5.20(b) | Changes in Legal Name, State of Formation and Structure |
| 5.21 | Labor Matters |
| 6.16 | Post-Closing Matters |
| 7.01 | Liens Existing on the Closing Date |
| 7.02 | Investments Existing on the Closing Date |
| 7.03 | Indebtedness Existing on the Closing Date |
| 11.02 | Certain Addresses for Notices |
EXHIBITS
| 1.01 | Form of Secured Party Designation Notice |
|---|---|
| 2.02 | Form of Loan Notice |
| 2.05 | Form of Notice of Loan Prepayment |
| 2.11(a) | Form of Note |
| 3.01 | Forms of U.S. Tax Compliance Certificates |
| 6.02 | Form of Compliance Certificate |
| 6.13 | Form of Joinder Agreement |
| 11.06(b) | Form of Assignment and Assumption |
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CREDIT AGREEMENT
This CREDIT AGREEMENT is entered into as of March 20, 2026 among COEUR MINING, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and NATIONAL BANK OF CANADA, as Administrative Agent, Swingline Lender and L/C Issuer.
The Borrower has requested that the Lenders provide credit facilities for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions set forth herein.
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
1.01 Defined Terms.
As used in this Agreement, the following terms shall have the meanings set forth below:
“Acquisition”, by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of either (a) all or any substantial portion of the property of, or a line of business, division of or other business unit of, another Person or (b) at least a majority of the Voting Stock of another Person, in each case whether or not involving a merger, amalgamation or consolidation with such other Person.
“Administrative Agent” means National Bank of Canada in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
“Aggregate Revolving Commitments” means the Revolving Commitments of all the Lenders. The amount of the Aggregate Revolving Commitments in effect on the Closing Date is $1,000,000,000.
“Agreement” means this Credit Agreement.
“Alternative L/C Currency” means (a) Canadian Dollars, (b) Mexican Pesos and (c) with respect to a specific Letter of Credit, such other currency (other than Dollars, Canadian Dollars and Mexican Pesos) that is approved by the L/C Issuer in accordance with Section 1.07.
“Applicable Percentage” means with respect to any Lender at any time, with respect to such Lender’s Revolving Commitment at any time, the percentage (carried out to the twelfth decimal place) of
the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time; provided that if the commitment of each Lender to make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Revolving Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable. The Applicable Percentages shall be subject to adjustment as provided in Section 2.15.
“Applicable Rate” means
(i) prior to (a) the Collateral Release Event and (b) the Borrower’s one-time election described in clause (ii) below, the following percentages per annum, based upon the Consolidated Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):
| Pricing Tier | Consolidated<br><br> <br>Net Leverage<br><br> <br>Ratio | Commitment<br><br> <br>Fee | Letter of<br><br> <br>Credit Fee | Term SOFR<br><br> <br>Loans and<br><br> <br>Daily SOFR<br><br> <br>Loans | Base Rate<br><br> <br>Loans |
|---|---|---|---|---|---|
| 1 | < 1.00:1.00 | 0.200% | 1.450% | 1.450% | 0.450% |
| 2 | < 2.00:1.00 but ≥ 1.00:1.00 | 0.250% | 1.700% | 1.700% | 0.700% |
| 3 | < 3.00:1.00 but ≥ 2.00:1.00 | 0.300% | 2.000% | 2.000% | 1.000% |
| 4 | ≥ 3.00:1.00 | 0.350% | 2.500% | 2.500% | 1.500% |
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Tier 4 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the first Business Day immediately following the date on which such Compliance Certificate is delivered in accordance with Section 6.02(b), whereupon the Applicable Rate shall be adjusted based upon the calculation of the Consolidated Net Leverage Ratio contained in such Compliance Certificate. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b). The Applicable Rate in effect from the Closing Date until the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 6.02(b) for the fiscal quarter ended on or about March 31, 2026 shall be determined based on Pricing Tier 1; or
(ii) following the Borrower’s written election to the Administrative Agent on a one-time basis (which may only occur on or after the Collateral Release Event), the following percentages per annum, based upon the Designated Debt Ratings as set forth below:
| Pricing Tier | Designated Debt Ratings | Commitment<br><br> <br>Fee | Letter of<br><br> <br>Credit Fee | Term SOFR<br><br> <br>Loans and Daily<br><br> <br>SOFR Loans | Base Rate<br><br> <br>Loans |
|---|
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| 1 | BBB+ or better from S&P<br><br> <br><br><br> <br>Baa1 or better from Moody’s<br><br> <br><br><br> <br>BBB+ or better from Fitch | 0.110% | 1.125% | 1.125% | 0.125% |
|---|---|---|---|---|---|
| 2 | BBB from S&P<br><br> <br><br><br> <br>Baa2 from Moody’s<br><br> <br><br><br> <br>BBB from Fitch | 0.125% | 1.250% | 1.250% | 0.250% |
| 3 | BBB- from S&P<br><br> <br><br><br> <br>Baa3 from Moody’s<br><br> <br><br><br> <br>BBB- from Fitch | 0.175% | 1.500% | 1.500% | 0.500% |
| 4 | BB+ or worse from S&P<br><br> <br><br><br> <br>Ba1 or worse from Moody’s<br><br> <br><br><br> <br>BB+ or worse from Fitch<br><br> <br><br><br> <br>Less than two Debt Ratings or unrated | 0.250% | 2.000% | 2.000% | 1.000% |
For purposes of the foregoing, (a) if the Designated Debt Ratings fall within different but adjacent Pricing Tiers, the Applicable Rate shall be based on the higher of such Designated Debt Ratings and (b) if the Designated Debt Ratings fall within Pricing Tiers that are two or more levels apart, the Applicable Rate shall be based on the Pricing Tier immediately below that corresponding to the higher of such Designated Debt Ratings. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of S&P, Moody’s or Fitch shall change, or if any such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the rating of such rating agency most recently in effect prior to such change or cessation shall be used in determining the Applicable Rate.
“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit 11.06(b) or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.
“Attributable Indebtedness” means, with respect to any Person on any date, (a) in respect of any capital lease, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a
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balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.
“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2025, and the related consolidated statements of income or operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, including the notes thereto.
“Availability Period” means, with respect to the Revolving Commitments, the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“Base Rate” means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by National Bank of Canada based in the U.S. as its “U.S. prime rate”, (c) Term SOFR plus 1.00%, subject to the interest rate floors set forth therein and (d) 1.00%; provided that if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “U.S. prime rate” is a rate set by National Bank of Canada based upon various factors including National Bank of Canada’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such “U.S. prime rate” announced by National Bank of Canada shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a), (b) and (d) above and shall be determined without reference to clause (c) above.
“Base Rate Loan” means a Loan that bears interest based on the Base Rate.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R. §1010.230.
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Internal Revenue Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefit plan” or “plan”.
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“Borrower” has the meaning specified in the introductory paragraph hereto.
“Borrower Materials” has the meaning specified in Section 6.02.
“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period made by each of the Lenders pursuant to Section
2.01.
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, Toronto, Ontario, Montreal, Quebec, the state of New York or the state or province where the Administrative Agent’s Office is located.
“Canadian AML Acts” means applicable Canadian law regarding anti-money laundering, anti-terrorist financing, government sanction and “know your client” matters, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).
“Canadian Defined Benefit Pension Plan” means a Canadian Pension Plan that contains a “defined benefit provision” as such term is defined in Section 147.1(1) of the Canadian Tax Act.
“Canadian Dollars” means the lawful currency of Canada.
“Canadian Pension Plan” means a pension plan or plan that is subject to applicable pension benefits legislation in any jurisdiction of Canada and that is organized and administered to provide pensions, pension benefits or retirement benefits for employees and former employees of any Loan Party or any Subsidiary thereof, other than a pension plan established by statute and administered by a Governmental Authority, including the Canada Pension Plan maintained by the Government of Canada and the Quebec Pension Plan maintained by the Province of Quebec.
“Canadian Pledge Agreement” means the Canadian pledge agreement, dated as of the Closing Date, executed in favor of the Administrative Agent for the benefit of the holders of the Obligations by certain of the Loan Parties.
“Canadian Sanctions List” means the list of names subject to the Regulations Establishing a List of Entities made under subsection 83.05(1) of the Criminal Code (Canada), the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism, the United Nations Al-Qaida and Taliban Regulations and/or the Special Economic Measures Act (Canada).
“Canadian Tax Act” means the Income Tax Act (Canada).
“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, (a) cash or deposit account balances, (b) backstop letters of credit entered into on terms, from issuers and in amounts satisfactory to the Administrative Agent and the L/C Issuer and/or (c) if the Administrative Agent and the L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
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“Cash Equivalents” means, as at any date, (a) United States dollars, Canadian Dollars, Australian dollars, New Zealand dollars, Mexican Pesos, Argentine pesos, Chilean pesos and Bolivian bolivianos or such other local currencies held by the Borrower and its Restricted Subsidiaries, or in a demand deposit account in the name of the Borrower or any Restricted Subsidiary, from time to time in the ordinary course of business; (b) securities issued or directly and fully guaranteed or insured by the United States government, the Canadian government, or any agency or instrumentality of the United States government or the Canadian government (provided that the full faith and credit of the United States or Canada, as applicable, is pledged in support of those securities) having maturities of not more than one year from the date of acquisition; (c) certificates of deposit and time deposits with maturities of six months or less from the date of acquisition and bankers’ acceptances with maturities not exceeding six months, in each case, with any Lender or with any commercial bank the long-term debt of which is rated at the time of acquisition thereof at least “A” or better from either S&P or Moody’s, or carrying the equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of investments, and having combined capital and surplus in excess of $500,000,000 (or its foreign currency equivalent); provided that Cash Equivalents may include certificates of deposit and time deposits at a commercial bank that does not meet the ratings or capital requirements set forth above, in an aggregate amount at any time outstanding, not to exceed, as of any date of calculation, $1,000,000; (d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above; (e) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P, or carrying the equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of investments and, in each case, maturing within one year after the date of acquisition; and (f) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (e) of this definition.
“Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.
“Cash Management Bank” means any Person that (a) at the time it enters into a Cash Management Agreement, is a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, (b) in the case of any Cash Management Agreement in effect on or prior to the Closing Date, is, as of the Closing Date or within 30 days thereafter, a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent and a party to a Cash Management Agreement or (c) within 30 days after the time it enters into the applicable Cash Management Agreement, becomes a Lender, the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, in each case, in its capacity as a party to such Cash Management Agreement.
“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code.
“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
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Supervision (or any successor or similar authority) or the United States, Canadian or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.
“Change of Control” means an event or series of events by which:
(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all Equity Interests that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of Voting Stock of the Borrower representing 30% or more of the combined voting power of all Voting Stock of the Borrower on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or
(b) there shall have occurred under any indenture or other agreement or instrument evidencing any Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower in excess of the Threshold Amount any “change in control” or similar defined event (as defined in such indenture or other agreement or instrument) constituting an event of default thereunder or obligating the Borrower or any of its Restricted Subsidiaries to repurchase, redeem or repay all or any part of the Indebtedness provided for therein.
“Closing Date” means March 20, 2026.
“Closing Date Transaction Expenses” means the fees, premiums, expenses and other transaction costs incurred by the Borrower or any of its Restricted Subsidiaries in connection with (a) the consummation of the New Gold Acquisition, (b) the repayment of Indebtedness under the New Gold Credit Agreement, or (c) the execution, delivery, and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, including, without limitation, to fund any upfront or other fees required to be funded on the Closing Date.
“CME” means CME Group Benchmark Administration Limited.
“Coeur Alaska” means Coeur Alaska, Inc., a Delaware corporation.
“Coeur Mexicana” means Coeur Mexicana S.A. de C.V., a company organized under the laws of Mexico.
“Coeur Rochester” means Coeur Rochester, Inc., a Delaware corporation.
“Collateral” means a collective reference to all property with respect to which Liens in favor of the Administrative Agent, for the benefit of itself and the other holders of the Obligations, are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents; provided that, for the avoidance of doubt, Excluded Property shall not constitute Collateral.
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“Collateral Documents” means a collective reference to the Pledge Agreement, the Canadian Pledge Agreement, and other security documents as may be executed and delivered by any Loan Party pursuant to the terms of Section 6.14 or any of the Loan Documents.
“Collateral Foreign Subsidiary” means any Restricted Subsidiary that is: (a) a Specified Foreign Subsidiary, (b) a FSHCO, (c) a direct or indirect Subsidiary of the Borrower that is treated as a disregarded entity for United States Federal income tax purposes and that directly or through one or more disregarded entities, owns 65% or more of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956 2(c)(2)) of any Specified Foreign Subsidiary or FSHCO, or (d) any other Subsidiary, the pledge of whose Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956 2(c)(2)) or whose provision of a Guarantee under the Loan Documents could constitute an investment in “United States property” within the meaning of Section 956 of the Internal Revenue Code by a CFC with respect to which the Borrower is a “United States shareholder” within the meaning of Section 951 of the Internal Revenue Code or otherwise result in a material adverse tax consequence to the Borrower or one of its Subsidiaries, as reasonably determined by the Borrower (in consultation with the Administrative Agent) and specified in writing.
“Collateral Release Event” means any date if any, following the Closing Date that the Borrower has obtained and holds at least two of the following Debt Ratings: (a) a Debt Rating of BBB- (or better) from S&P, (b) a Debt Rating of Baa3 (or better) from Moody’s or (c) a Debt Rating of BBB- (or better) from Fitch; provided, that no Collateral Release Event shall occur if any Event of Default has occurred and is continuing on such date
“Commitment” means, as to each Lender, the Revolving Commitment of such Lender.
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).
“Communication” means this Agreement, any Loan Document and any document, any amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.
“Compliance Certificate” means a certificate substantially in the form of Exhibit 6.02.
“Conforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR or any proposed Successor Rate or Term SOFR, as applicable, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR”, “Daily Simple SOFR” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent reasonably determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent reasonably determines (in consultation with the Borrower) is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).
“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
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“Consolidated EBITDA” means, for any period, for the Borrower and its Restricted Subsidiaries on a consolidated basis, an amount equal to the sum of:
(a) Consolidated Net Income for such period plus
(b) the following, without duplication, to the extent deducted in calculating such Consolidated Net Income, without duplication: (i) provision for taxes based on income or profits of the Borrower and its Restricted Subsidiaries for such period; (ii) Consolidated Interest Charges for such period; (iii) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) of the Borrower and its Restricted Subsidiaries for such period; (iv) (A) all unusual or non-recurring charges or expenses and all restructuring charges and expenses of the Borrower and its Restricted Subsidiaries for such period and (B) out-of-pocket costs, fees and expenses paid in cash to non-Affiliates of any Loan Party and incurred in connection with any Permitted Acquisition, investment, divestiture, disposition, joint venture, refinancing or amendment of any Indebtedness, debt or equity offering, recapitalization or merger, streaming transaction, royalty transaction, Prepaid Metals Transaction, Deferred Revenue Financing Arrangement, in each case, to the extent permitted by the Loan Documents or that would be permitted if consummated, whether or not consummated, provided that the aggregate amount of such cash charges or expenses added back under this clause (b)(iv) shall not exceed 5% of Consolidated EBITDA (calculated prior to giving effect to such addback); (v) the Closing Date Transaction Expenses and any other non-recurring fees, cash charges and other cash expenses (including severance costs) made or incurred in connection with the New Gold Acquisition or this Agreement; and (vi) non-capitalized underground mine development expenses in connection with the Silvertip Project not to exceed $15,000,000 for any consecutive four-quarter period; minus
(c) the following, to the extent included in calculating such Consolidated Net Income: (i) any foreign currency translation gains (including gains related to currency remeasurements of Indebtedness) of the Borrower and its Restricted Subsidiaries for such period; and (ii) non-cash income, gains or credits for such period, other than the accrual of revenue in the ordinary course of business; plus
(d) the amount of net cost savings and operating expense reductions relating to transactions consummated or initiatives implemented by the Borrower or any Restricted Subsidiary and projected by the Borrower in good faith to result from actions taken (which will be added to Consolidated EBITDA as so projected until fully realized and calculated on a Pro Forma Basis as though such cost savings and operating expense reductions had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions, provided, that, (1) a duly completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent certifying that such net cost savings or operating expense reductions are reasonably identifiable and/or reasonably anticipated to be realized as a result of actions taken, (2) such net cost savings or operating expense reductions are otherwise reasonably acceptable to the Administrative Agent, and (3) no such addbacks shall be permitted for any period after the eighteen-month anniversary of such transaction or notification by the Borrower to the Administrative Agent of such initiative, as applicable.
Notwithstanding anything to the contrary contained in the foregoing provisions of this definition, for the purpose of determining Consolidated EBITDA under this Agreement for any
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period that includes any of the fiscal quarters ending March 31, 2025, June 30, 2025, September 30, 2025 or December 31, 2025, Consolidated EBITDA for such fiscal quarters shall be deemed to be: (a) $239,300,000 for the fiscal quarter ending March 31, 2025; (b) $424,000,000 for the fiscal quarter ending June 30, 2025; (c) $604,800,000 for the fiscal quarter ending September 30, 2025; and (d) $670,300,000 for the fiscal quarter ending December 31, 2025 (each such amount, a “Deemed EBITDA Amount”).
The parties acknowledge that the portions of the Deemed EBITDA Amounts attributable to New Gold and its Subsidiaries were derived from the definition of “EBITDA” (or any comparable definition) contained in the New Gold Credit Agreement and may reflect accounting principles (including International Financial Reporting Standards (“IFRS”)) and calculation methodologies that differ from those applicable to Consolidated EBITDA under this Agreement. Upon the Borrower’s delivery to the Administrative Agent of reconciled pro forma financial statements (in form and substance reasonably satisfactory to the Administrative Agent, including reasonably detailed calculations of the reconciled Deemed EBITDA Amounts) for each applicable fiscal quarter converting the New Gold financial information from IFRS to GAAP and conforming the calculation methodology to the definition of Consolidated EBITDA under this Agreement (such delivery, the “Reconciliation Delivery”), the applicable Deemed EBITDA Amounts shall be automatically replaced, for all purposes under this Agreement (including for purposes of any calculation of Consolidated EBITDA on a trailing four fiscal quarter basis for any period ending after the date of the Reconciliation Delivery), by the corresponding reconciled amounts set forth in such reconciled pro forma financial statements. For the avoidance of doubt, no financial covenant or other calculation that was determined using the Deemed EBITDA Amounts for any measurement period ending on or prior to the date of the Reconciliation Delivery shall be retroactively recalculated as a result of the Reconciliation Delivery.
“Consolidated Funded Indebtedness” means, as of any date of determination with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis, without duplication, the sum of: (a) the outstanding principal amount of all obligations for borrowed money and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) the principal amount of all non-contingent reimbursement obligations in respect of drawn letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties and similar instruments; (c) the principal amount of all obligations in respect of the deferred purchase price of property or services (other than (i) trade accounts or similar obligations to a trade creditor and accrued expenses payable in the ordinary course of business, (ii) any earn-out obligation unless such obligation is not paid promptly after becoming due and payable and (iii) accruals for payroll or other employee compensation and other liabilities accrued in the ordinary course of business); (d) all purchase money Indebtedness; (e) all Attributable Indebtedness; (f) all Disqualified Equity Interests of such Person; (g) indebtedness in respect of Prepaid Metals Transactions, such indebtedness being equal to, at any particular time, the number of undelivered units of precious metals, other minerals or commodities (as applicable) at such time multiplied by the original discounted price per unit of metal pursuant to the Prepaid Metals Transactions; (h) all Guarantees with respect to Indebtedness of the types specified in clauses (a) through (g) above of another Person; and (i) all Indebtedness of the types referred to in clauses (a) through (h) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which any Loan Party or any Restricted Subsidiary is a general partner or joint venturer, except to the extent that Indebtedness is expressly made non-recourse to such Person; provided that “Consolidated Funded Indebtedness” shall not include (i) obligations outstanding under Deferred Revenue Financing Arrangements or (ii) the Senior Notes, the Senior Exchange Notes, the New Gold Notes or any other capital markets notes issued after the Closing Date the indenture with respect to which contains similar satisfaction and discharge provisions once, and to the extent that, amounts have been irrevocably deposited with the trustee therefor sufficient to pay in full the Senior Notes, the Senior Exchange Notes,
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the New Gold Notes or other capital markets notes together with interest and any applicable premium to the date of redemption thereof in a manner that meets the requirements of the satisfaction and discharge provisions of Article XI of the indenture for the Senior Notes, Article XI of the indenture for the Senior Exchange Notes, Article 8 of the indenture for the New Gold Notes or the similar indenture provision for any such other capital markets notes.
“Consolidated Interest Charges” means, for any period, for the Borrower and its Restricted Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, plus (b) the portion of rent expense with respect to such period under capital leases that is treated as interest in accordance with GAAP plus (c) the implied interest component of Synthetic Lease Obligations with respect to such period.
“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the most recently completed four fiscal quarters to (b) Consolidated Interest Charges for the most recently completed four fiscal quarters.
“Consolidated Net Income” means, with respect to the Borrower (the specified Person) for any period, the aggregate of the net income (loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis (excluding the net income (and loss) of any Unrestricted Subsidiary of such Person), determined in accordance with GAAP and without any reduction in respect of preferred stock dividends; provided that: (a) all extraordinary gains and losses and all gains and losses realized in connection with any Disposition, discontinued operations or the disposition of securities or the early extinguishment of Indebtedness, together with any related provision for taxes on any such gain or loss, will be excluded; (b) the net income (and loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; (c) the net income (and loss) of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted by operation of any statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) by such Person to the Borrower or another Restricted Subsidiary thereof in respect of such period, to the extent not already included therein; (d) the cumulative effect of a change in accounting principles will be excluded; (e) non-cash gains and losses attributable to movement in the mark-to-market valuation of Swap Contracts and non-cash mark-to-market adjustments in respect of any Deferred Revenue Financing Arrangement will be excluded; (f) any amortization of deferred charges resulting from the application of Accounting Standards Codification 470-20— Debt With Conversion and Other Options will be excluded; (g) any impairment charge or asset write-off, including, without limitation, impairment charges or asset write-offs related to intangible assets, long-lived assets or investments in debt and equity securities, in each case pursuant to GAAP, will be excluded; (h) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights to officers, director or employees will be excluded; and (i) any net gain or loss from currency transaction gains or losses will be excluded.
“Consolidated Net Leverage Ratio” means, as of any date of determination, the ratio of (a) (i) Consolidated Funded Indebtedness as of such date minus (ii) the aggregate amount of Unrestricted Cash as of such date, to (b) Consolidated EBITDA for the most recently completed four fiscal quarters.
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“Consolidated Net Tangible Assets” means, as of any date of determination, the total consolidated assets of the Borrower and its Restricted Subsidiaries, as shown on the most recent consolidated balance sheet of the Borrower that is available internally, minus all current liabilities of the Borrower and its Restricted Subsidiaries reflected on such consolidated balance sheet and minus total goodwill and other intangible assets of the Borrower and its Restricted Subsidiaries reflected on such consolidated balance sheet, all calculated on a consolidated basis in accordance with GAAP; provided that, for purposes of calculating “Consolidated Net Tangible Assets” for purposes of testing the covenants under this Agreement in connection with any transaction, the total consolidated assets, current liabilities, total goodwill and other intangible assets of the Borrower and its Restricted Subsidiaries shall be adjusted to reflect any acquisitions and dispositions of assets that have occurred during the period from the date of the applicable balance sheet through the applicable date of determination, including any such transactions occurring on the date of determination.
“Consolidated Total Assets” means, as of any date of determination, total assets of the Borrower and its Restricted Subsidiaries on a consolidated basis.
“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“Convertible Indebtedness” means Indebtedness of the Borrower (which may be guaranteed by the Guarantors) permitted to be incurred under the terms of this Agreement that is either (a) convertible into common stock of the Borrower (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common stock) or (b) sold as units with call options, warrants or rights to purchase (or substantially equivalent derivative transactions) that are exercisable for common stock of the Borrower and/or cash (in an amount determined by reference to the price of such common stock).
“Covered Entity” has the meaning specified in Section 11.22.
“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
“Daily Simple SOFR” means the rate per annum equal to SOFR determined for any day pursuant to the definition thereof. Any change in Daily Simple SOFR shall be effective from and including the date of such change without further notice. If the rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
“Daily SOFR Loan” means a Loan that bears interest at a rate based on Daily Simple SOFR.
“Debt Ratings” means, as of any date of determination, the rating as determined by either Moody’s, S&P, or Fitch of the Borrower’s senior, unsecured, long-term Indebtedness for borrowed money that is not guaranteed by any other Person or subject to any other credit enhancement.
“Debtor Relief Laws” means the Bankruptcy Code of the United States, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada), and all other liquidation, conservatorship, bankruptcy, assignment for the
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benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada or other applicable jurisdictions from time to time in effect.
“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
“Default Rate” means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2%) in excess of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available, a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Loans that are Base Rate Loans plus two percent (2%), in each case, to the fullest extent permitted by applicable Law.
“Defaulting Lender” means, subject to Section 2.15(d), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, other than via an Undisclosed Administration, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(d)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer, the Swingline Lender and each other Lender promptly following such determination.
“Deferred Revenue Financing Arrangement” means (x) the Franco-Nevada Agreement, and (y) any transaction entered into after the Closing Date with a structure that is substantively similar to the
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transactions described above in the foregoing clause (x) and any other transaction that is customary in the mining business (as determined in good faith by the Borrower) pursuant to which (a) the Borrower or any of its Restricted Subsidiaries receives cash advances, deposits or other consideration in respect of future revenues from the sale of a right to receive an interest in future revenues or metal production from specified mineral assets to a Person other than an Affiliate, (b) such advances or deposits or other consideration are recorded as long-term liabilities (other than amounts recorded as current portions thereof), but not as debt determined in accordance with GAAP, on the consolidated balance sheet of the Borrower and (c) such long-term liability is amortized upon the delivery or sale of such mineral assets.
“Designated Debt Ratings” means, as of any date of determination, (i) if the Borrower has only two Debt Ratings, such Debt Ratings and (ii) if the Borrower has three Debt Ratings, the higher two Debt Ratings.
“Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction.
“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Borrower or any of its Restricted Subsidiaries in connection with a Disposition that is designated as “Designated Non-cash Consideration” pursuant to an officer’s certificate delivered to the Administrative Agent, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale, redemption or payment of, on or with respect to such Designated Non-cash Consideration.
“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Loan Party or any Restricted Subsidiary, including any Sale and Leaseback Transaction and any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding any Recovery Event and any issuance of Equity Interests.
“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than solely for Equity Interests that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely for Equity Interests that are not Disqualified Equity Interests), in whole or in part, or requires the payment of any scheduled cash dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to ninety-one (91) days after the Maturity Date, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt or debt securities or (ii) any Equity Interests referred to in clause (a) above, in each case at any time prior to ninety-one (91) days after the Maturity Date. Notwithstanding the preceding sentence, any Equity Interests that would constitute Disqualified Equity Interests solely because the holders of the Equity Interests have the right to require the Borrower to repurchase such Equity Interests upon the occurrence of a change of control or an asset sale will not constitute Disqualified Equity Interests if the terms of such Equity Interests provide that the Borrower may not repurchase or redeem any such Equity Interests pursuant to such provisions unless such repurchase or redemption complies with Section 7.06 hereof. The amount of Disqualified Equity Interests deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Borrower and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Equity Interests, exclusive of accrued dividends.
“Dollar” and “$” mean lawful money of the United States.
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“Dollar Equivalent” of any currency at any date means (a) the amount of such currency if such currency is Dollars or (b) with respect to any amount denominated in an Alternative L/C Currency, the equivalent amount thereof in Dollars, calculated on the basis of the spot rate of exchange for the Administrative Agent (or as applicable, the L/C Issuer) for the purchase by such Person of such currency with Dollars through its principal foreign exchange trading office on such date.
“Domestic Subsidiary” means any Restricted Subsidiary that is organized under the Laws of any state of the United States, the District of Columbia, or under the Laws of Canada or any province or territory thereof.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.
“Eligible Assignee” means any Person that meets the requirements to be an assignee under Sections 11.06(b) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).
“Environmental Claim” means any claim, liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Loan Party or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“Environmental Laws” means any and all federal, state, provincial, territorial, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.
“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination, but
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excluding any Convertible Indebtedness and any other debt security that is convertible into or exchangeable for shares of capital stock of such Person.
“ERISA” means the Employee Retirement Income Security Act of 1974.
“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).
“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a Multiemployer Plan is in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA, (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate or (i) a failure by the Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“Event of Default” has the meaning specified in Section 8.01.
“Excluded Property” means, with respect to any Loan Party, (a) any asset if the granting of a security interest or pledge in such asset to secure the Obligations would be prohibited by any law, rule or regulation or agreements with any Governmental Authority or would require the consent, approval, license or authorization of any Governmental Authority unless such consent, approval, license or authorization has been received, (b) any Equity Interests to the extent not required to be pledged to secure the Obligations pursuant to Section 6.14(a), (c) Equity Interests in any joint venture or Restricted Subsidiary that is not a Wholly-Owned Subsidiary, to the extent that granting a pledge of or a security interest in such Equity Interests would not be permitted by the terms of such joint venture or such Restricted Subsidiary’s Organization Documents, (d) Equity Interests in Unrestricted Subsidiaries, (e) any margin stock (within the meaning of Regulation U issued by the FRB), and (f) any Equity Interests in Coeur Mexicana.
“Excluded Subsidiary” means any Subsidiary that is: (a) a Foreign Subsidiary, (b) a Specified Foreign Subsidiary, (c) a FSHCO, (d) an Immaterial Subsidiary, (e) an Unrestricted Subsidiary, or (f) any Subsidiary described in clause (d) of the definition of “Collateral Foreign Subsidiary”. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, at no time shall Coeur Alaska, Coeur Rochester, Wharf or any Subsidiary owning any of the assets or property comprising the Kensington Mine, the Rochester Mine, the Wharf Mine, the Rainy River Mine or the New Afton Mine constitute Excluded Subsidiaries. No Subsidiary that Guarantees the Senior Notes, the Senior Exchange
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Notes, the New Gold Notes or any other Indebtedness of the Loan Parties in excess of the Threshold Amount may be an Excluded Subsidiary.
“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Future Trading Commission (or the application or official interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section
10.08 and any other “keepwell”, support or other agreement for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties\) at the time the Guaranty of such Guarantor, or grant by such
Guarantor of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply to only the portion of such Swap Obligation that is
attributable to Swap Contracts for which such Guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition.
“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), 3.01(a)(iii) or 3.01(c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e), (d) any U.S. federal withholding Taxes imposed pursuant to FATCA and (e) any Canadian federal withholding Taxes arising as a result of (i) a Recipient not dealing at arm’s length (within the meaning of the Canadian Tax Act) with a Loan Party at the time of such payment, (ii) a Recipient being a “specified shareholder” (as defined in subsection 18(5) of the Canadian Tax Act) of a Loan Party or not dealing at arm’s length (for the purposes of the Canadian Tax Act) with a “specified shareholder” (as defined in subsection 18(5) of the Canadian Tax Act) of a Loan Party, or (iii) the Loan Party being a “specified entity” (as defined in subsection 18.4(1) of the Canadian Tax Act) in respect of the Recipient (other than where the non-arm’s length relationship arises, or where the Recipient is a “specified shareholder”, or does not deal at arm’s length with a “specified shareholder”, or the Loan Party is a “specified entity” in respect of the Recipient, solely as a result of such Recipient having become a party to, received or perfected a security interest under or received or enforced any rights under, a Loan Document).
“Existing Credit Agreement” means that certain Credit Agreement dated as of September 29, 2017 (as amended, restated, supplemented, or otherwise modified in writing from time to time) among the Borrower, the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent.
“Existing Letters of Credit” means the Letters of Credit identified on Schedule 2.03.
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“Extended Revolving Commitment” means any Revolving Commitments the maturity of which shall have been extended pursuant to Section 2.17.
“Extended Revolving Loans” means any Loans made pursuant to the Extended Revolving Commitments.
“Extension” has the meaning specified in Section 2.17.
“Extension Amendment” means an amendment to this Agreement (which may, at the option of the Administrative Agent, be in the form of an amendment and restatement of this Agreement) providing for any Extended Revolving Commitments pursuant to Section 2.17, which shall be consistent with the applicable provisions of this Agreement and otherwise satisfactory to the parties thereto. Each Extension Amendment shall be executed by the Administrative Agent, the L/C Issuer and/or the Swingline Lender (to the extent Section 2.17 would require the consent of the L/C Issuer and/or the Swingline Lender, respectively, for the amendments effected in such Extension Amendment), the applicable Loan Parties and the other parties specified in Section 2.17 (but not any other Lender). Any Extension Amendment may include conditions for delivery of opinions of counsel and other documentation consistent with the conditions in Section 4.01, all to the extent reasonably requested by the Administrative Agent or the other parties to such Extension Amendment.
“Extension Offer” has the meaning specified in Section 2.17
“Facility Termination Date” means the date as of which all of the following shall have occurred: (a) all Commitments have terminated, (b) all Obligations arising under the Loan Documents have been paid in full (other than contingent indemnification and reimbursement obligations), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit that have been Cash Collateralized).
“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.
“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any applicable intergovernmental agreements between a non-U.S. jurisdiction and the United States with respect thereto and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code.
“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
“Fee Letters” means (a) the letter agreement, dated as of February 10, 2026, among the Borrower and National Bank Capital Markets and (b) the letter agreement, dated as of the date hereof, among the Borrower and National Bank of Canada, as Administrative Agent.
“Fitch” means Fitch Ratings, Inc., or any successor or assignee of the business of such company in the business of rating securities.
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“Foreign Lender” means a Lender that is not a U.S. Person.
“Foreign Subsidiary” means any Restricted Subsidiary that is not a Domestic Subsidiary.
“Franco-Nevada Agreement” means the gold purchase and sale agreement entered into by Coeur Mexicana and Franco-Nevada (Barbados) Corporation, dated as of October 2, 2014 as in effect on the Closing Date and as may be amended, modified, supplemented, extended or renewed from time to time, so long as any such amendment, modification, supplement, extension or renewal is not more disadvantageous to the Lenders in any material respect than the terms of the agreements in effect on the Closing Date.
“FSHCO” means any Subsidiary all or substantially all of the assets of which consist, directly or indirectly through other FSHCOs, of Equity Interests of one or more Specified Foreign Subsidiaries (or Indebtedness of such Specified Foreign Subsidiary).
“FRB” means the Board of Governors of the Federal Reserve System of the United States.
“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.
“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
“GAAP” means generally accepted accounting principles in the United States set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession) including, without limitation, the FASB Accounting Standards Codification, that are applicable to the circumstances as of the date of determination, consistently applied and subject to Section 1.03.
“Governmental Authority” means the government of the United States, Canada or any other nation, or of any political subdivision thereof, whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation,
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(iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.
“Guarantors” means, collectively, (a) each Domestic Subsidiary of the Borrower identified as a “Guarantor” on the signature pages hereto, (b) each Person that joins as a Guarantor pursuant to Section 6.13 or otherwise, (c) for purposes of Article X, with respect to (i) Obligations under any Secured Hedge Agreement, (ii) Obligations under any Secured Cash Management Agreement and (iii) any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 10.01 and 10.08) under the Guaranty, the Borrower and (d) the successors and permitted assigns of the foregoing; provided, in each case, that no Excluded Subsidiary shall be required to become a Guarantor.
“Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative Agent and the other holders of the Obligations pursuant to Article X.
“Hazardous Materials” means all substances or wastes defined or regulated under any Environmental Law as explosive, radioactive, hazardous or toxic, including petroleum or petroleum distillates, fractions or by-products, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas and infectious or medical wastes.
“Hedge Bank” means any Person that (i) at the time it enters into a Swap Contract, is a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, (ii) in the case of any Swap Contract in effect on or prior to the Closing Date, is, as of the Closing Date or within 30 days thereafter, a Lender or the Administrative Agent or an Affiliate of a Lender or the Administrative Agent and a party to a Swap Contract or (iii) within 30 days after the time it enters into the applicable Swap Contract, becomes a Lender, the Administrative Agent or an Affiliate of a Lender or the Administrative Agent, in each case, in its capacity as a party to such Swap Contract; provided, in the case of a Secured Hedge Agreement with a Person who is no longer a Lender (or Affiliate of a Lender), such Person shall be considered a Hedge Bank only through the stated termination date (without extension or renewal) of such Secured Hedge Agreement.
“Honor Date” has the meaning set forth in Section 2.03(c).
“Immaterial Subsidiary” means, as of any date of determination, a Restricted Subsidiary now existing or hereafter acquired or formed (other than any such Restricted Subsidiary that is a Loan Party) which, on a consolidated basis for such Subsidiary and its Restricted Subsidiaries, (i) for the most recent four fiscal quarter period ending on or prior to such date accounted for less than 5.0% of the consolidated gross revenues of the Borrower and its Restricted Subsidiaries and (ii) as of the last day of such period of four fiscal quarters was the owner of less than 5.0% of the Consolidated Net Tangible Assets of the Borrower and its Restricted Subsidiaries; provided that at no time shall (x) all Immaterial Subsidiaries own more than 15.0% of the Consolidated Net Tangible Assets, or (y) the total gross revenues of all
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Immaterial Subsidiaries, for the most recent four fiscal quarter period ending on or prior to such date, account for more than 15.0% of the gross revenues of the Borrower and its Restricted Subsidiaries.
“Incremental Facilities” has the meaning specified in Section 2.16.
“Incremental Facility Amendment” has the meaning specified in Section 2.16.
“Incremental Facility Loans” has the meaning specified in Section 2.16.
“Incremental Request” has the meaning specified in Section 2.16.
“Incremental Revolving Commitments” has the meaning specified in Section 2.16.
“Incremental Revolving Loans” has the meaning specified in Section 2.16.
“Incremental Term Facility” has the meaning specified in Section 2.16.
“Incremental Term Loans” has the meaning specified in Section 2.16.
“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
(a) all obligations for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b) the maximum amount of all direct or contingent obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties and similar instruments;
(c) all Swap Contracts (measured at the Swap Termination Value);
(d) all obligations to pay the deferred purchase price of property or services (other than (i) trade accounts or similar obligations to a trade creditor and accrued expenses payable in the ordinary course of business, (ii) any earn-out obligation unless such obligation is not paid promptly after becoming due and payable and (iii) accruals for payroll or other employee compensation and other liabilities accrued in the ordinary course of business);
(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse, but limited to the lesser of the fair market value of such property and the principal amount of such Indebtedness if recourse is solely to such property;
(f) all Attributable Indebtedness;
(g) all Disqualified Equity Interests;
(h) all obligations with respect to Prepaid Metals Transactions;
(i) all Guarantees of such Person in respect of any of the foregoing; and
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(j) all Indebtedness of the types referred to in clauses (a) through (i) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company or similar entity) in which such Person is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.
“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.
“Indemnitee” has the meaning specified in Section 11.04(b).
“Information” has the meaning specified in Section 11.07.
“Interest Payment Date” means (a) as to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Term SOFR Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; (b) as to any Base Rate Loan (including a Swingline Loan), the last Business Day of each March, June, September and December and the Maturity Date; and (c) as to any Daily SOFR Loan, the last Business Day of each March, June, September and December and the Maturity Date.
“Interest Period” means, as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one, three or six months thereafter (in each case, subject to availability), or such other period acceptable to all Lenders, as selected by the Borrower in its Loan Notice; provided that:
(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(c) no Interest Period shall extend beyond the Maturity Date.
“Internal Revenue Code” means the Internal Revenue Code of 1986.
“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person in the form of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) an Acquisition. For purposes of covenant compliance, except as otherwise expressly provided herein, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.
“IP Rights” has the meaning specified in Section 5.17.
“IRS” means the United States Internal Revenue Service.
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“ISP” means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time).
“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Restricted Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.
“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit 6.13 executed and delivered by a Domestic Subsidiary in accordance with the provisions of Section
6.13 or any other documents as the Administrative Agent shall deem appropriate for such purpose.
“Kensington Mine” means the underground gold mine owned by Coeur Alaska located north of Juneau, Alaska.
“Las Chispas Mine” means the underground silver and gold mine located in the Municipality of Arizpe, Sonora, Mexico that is owned and operated by a Restricted Subsidiary of the Borrower.
“Laws” means, collectively, all international, foreign, federal, state, provincial, territorial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of Law.
“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.
“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed or refinanced as a Borrowing of Revolving Loans in each case pursuant to Section 2.03(c).
“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.
“L/C Issuer” means, collectively, (a) National Bank of Canada, (b) The Bank of Nova Scotia, solely with respect to the Existing Letters of Credit issued by The Bank of Nova Scotia, and (c) Bank of America, N.A., solely with respect to the Existing Letter of Credit issued by Bank of America, N.A., in their capacities as issuers of Letters of Credit hereunder, and any successor issuer of Letters of Credit hereunder.
“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
“Lead Arrangers” means, collectively, National Bank Capital Markets, Bank of Montreal and RBC Capital Markets, in their respective capacities as joint lead arrangers and joint bookrunners for the facility evidenced hereby.
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“Lender Recipient Parties” means collectively, the Lenders, the Swingline Lender and the L/C Issuer.
“Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender” in accordance with this Agreement and their successors and assigns and, unless the context requires otherwise, includes the Swingline Lender.
“Lending Office” means, as to the Administrative Agent, the L/C Issuer or any Lender, the office or offices of such Person as such Person may from time to time notify the Borrower and the Administrative Agent, which office may include any Affiliate of such Person or any domestic or foreign branch of such Person or such affiliate.
“Letter of Credit” means any letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder and shall include the Existing Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby letter of credit. Letters of Credit may be denominated in Dollars or, subject to agreement with the L/C Issuer, in an Alternative L/C Currency.
“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.
“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).
“Letter of Credit Fee” has the meaning specified in Section 2.03(h).
“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $200,000,000 and (b) the Aggregate Revolving Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.
“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, hypothec or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).
“Liquidity” means, as of any date of determination, the total of (a) the Aggregate Revolving Commitments as of such date minus (b) the Total Revolving Outstandings as of such date plus (c) Unrestricted Cash as of such date.
“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan or Swingline Loan, and shall include as the context requires, any Incremental Facility Loan.
“Loan Documents” means this Agreement, each Note, each Issuer Document, each Joinder Agreement, the Collateral Documents, each Incremental Facility Amendment, each Extension Amendment, and the Fee Letters (but specifically excluding Secured Hedge Agreements and any Secured Cash Management Agreements).
“Loan Notice” means a notice of (a) a Borrowing of Revolving Loans, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Term SOFR Loans, in each case pursuant to Section
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2.02(a), which shall be substantially in the form of Exhibit 2.02 or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and signed by a Responsible Officer of the Borrower.
“Loan Parties” means, collectively, the Borrower and each Guarantor.
“Master Agreement” has the meaning specified in the definition of “Swap Contract.”
“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or financial condition of the Loan Parties and their Restricted Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.
“Maturity Date” means March 20, 2031; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.
“Mexican Pesos” mean the lawful currency of the United Mexican States.
“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during any period when a Lender constitutes a Defaulting Lender, an amount equal to (i) with respect to Letters of Credit denominated in Dollars, 103% of the Fronting Exposure of the L/C Issuer with respect to such Letters of Credit issued and outstanding at such time and (ii) with respect to Letters of Credit denominated in an Alternative L/C Currency, 105% of the Fronting Exposure of the L/C Issuer with respect to such Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(i), (a)(ii) or (a)(iii), an amount equal to (i) with respect to Letters of Credit denominated in Dollars, 103% of the Outstanding Amount of all L/C Obligations relating thereto and (ii) with respect to Letters of Credit denominated in an Alternative L/C Currency, 105% of the Outstanding Amount of all L/C Obligations relating thereto, and (c) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.
“Mining Rights” means all rights and interests, whether contractual or otherwise, in the surface of any lands, the minerals in (or that may be extracted from) any lands, all royalty agreements, Water Rights, patented and unpatented mining and millsite claims, exploration and exploitation rights, fee interests, mineral leases, mining licenses, profits-a-prendre, joint ventures and other leases, rights-of-way, enurements, licenses and other rights and interests used by or necessary to mining and related processing operations.
“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.
“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
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“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.
“National Bank of Canada” means National Bank of Canada and its successors.
“Net Debt to Capital Ratio” means, as of any date of determination, the ratio of (a) (i) Consolidated Funded Indebtedness as of such date minus (ii) the aggregate amount of Unrestricted Cash as of such date to (b) the sum of (i) (A) Consolidated Funded Indebtedness as of such date minus (B) the aggregate amount of Unrestricted Cash as of such date plus (ii) the consolidated shareholders’ equity of the Borrower and its Restricted Subsidiaries at such date.
“New Afton Mine” means the mine located near Kamloops, British Columbia, Canada that is owned and operated by a Restricted Subsidiary of the Borrower.
“New Gold” means New Gold Inc., a corporation existing under the laws of the Province of British Columbia, and thereafter, automatically and immediately upon the effectiveness of the New Gold Amalgamation, New Gold Amalco.
“New Gold Acquisition” means the acquisition by Coeur Mining, Inc. and 1561611 B.C. Ltd. of 100% of the Equity Interests of New Gold and its Subsidiaries pursuant to and in accordance with the New Gold Arrangement Agreement.
“New Gold Amalgamation” means the amalgamation of New Gold Inc. and an unlimited liability company to be incorporated under the laws of the Province of British Columbia to form the amalgamated corporation known as “New Gold Inc.” a corporation amalgamated under the laws of the Province of British Columbia (“New Gold Amalco”).
“New Gold Arrangement Agreement” means that certain arrangement agreement dated as of November 2, 2025, among Coeur Mining, Inc., as the parent, 1561611 B.C. Ltd., as the purchaser, and New Gold, as the company.
“New Gold Credit Agreement” means that fifth amended and restated credit agreement, dated as of March 24, 2025, by and among New Gold, The Bank of Nova Scotia, as administrative agent, and the lenders party thereto, as amended, restated, supplemented, or otherwise modified prior to the Closing Date.
“New Gold Notes” means the 6.875% senior unsecured notes of New Gold due 2032 in the aggregate principal amount of $400,000,000 issued pursuant to that certain indenture dated as of March 18, 2025, among New Gold and Computershare Trust Company, N.A., as the same may be amended, restated, supplemented or otherwise modified from time to time.
“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders.
“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.
“Note” has the meaning specified in Section 2.11(a).
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“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit 2.05 or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.
“Obligations” means with respect to each Loan Party (i) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, and (ii) all obligations of any Loan Party or any Restricted Subsidiary owing to a Cash Management Bank or a Hedge Bank in respect of Secured Cash Management Agreements or Secured Hedge Agreements, in each case identified in clauses (i) and (ii) whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Loan Party as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided, however, that the “Obligations” of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.
“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.
“Operating Account” has the meaning specified in Section 2.04(a).
“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction); (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction); and (d) with respect to all entities, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction).
“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).
“Outstanding Amount” means (a) with respect to any Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date; and (b) with respect to any L/C Obligations on any date,
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the Dollar Equivalent of the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.
“Overdraft Amount” has the meaning specified in Section 2.04(b).
“Palmarejo Mine” means the surface and underground silver and gold mine owned by Coeur Mexicana located in the state of Chihuahua in northern Mexico.
“Participant” has the meaning specified in Section 11.06(d).
“Participant Register” has the meaning specified in Section 11.06(d).
“PATRIOT Act” has the meaning specified in Section 11.18.
“PBGC” means the Pension Benefit Guaranty Corporation.
“Pension Funding Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA.
“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code.
“Permitted Acquisition” means an Investment consisting of an Acquisition by any Loan Party or any Restricted Subsidiary, provided that (a) no Event of Default shall have occurred and be continuing or would result from such Acquisition, (b) the property acquired (or the property of the Person acquired) in such Acquisition is used or useful in a Permitted Business, and (c) the Loan Parties are in compliance with the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) after giving effect to such Acquisition on a Pro Forma Basis.
“Permitted Bond Hedge Transaction” means any call or capped call option (or substantively equivalent derivative transaction) on the Borrower’s common stock purchased by the Borrower in connection with the issuance of any Convertible Indebtedness; provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Borrower from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Borrower from the sale of such Convertible Indebtedness issued in connection with the Permitted Bond Hedge Transaction.
“Permitted Business” means (a) the acquisition, exploration, development, operation and disposition of mining and precious or base metal processing properties and assets, and (b) any other business that is the same as, or reasonably related, ancillary or complementary to, the business described in clause (a) or to any of the businesses in which the Borrower and its Restricted Subsidiaries are engaged on the Closing Date; provided, that, no business in a jurisdiction that is the subject of Sanctions shall be a Permitted Business.
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“Permitted Encumbrance” means, with respect to any real property, (a) any Lien for current real property taxes and assessments not yet delinquent, or that are being contested by appropriate proceedings diligently conducted in good faith for which adequate reserves in accordance with GAAP have been made; (b) covenants, conditions and restrictions, rights of way, easements, mineral rights and Water Rights reservations; (c) Liens created pursuant to the Loan Documents; (d) the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, which (i) are not overdue for a period of more than sixty (60) days, or if more than sixty (60) days overdue, no action has been taken to enforce such Liens or such Liens are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP and (ii) do not, individually or in the aggregate, materially impair the use thereof in the operation of the business of the Borrower or any of its Restricted Subsidiaries; (e) encumbrances in the nature of zoning restrictions, easements and rights or, reservations, exceptions, restrictions of record on the use of real property, which individually or in the aggregate are not substantial in amount and which do not, in any case, materially detract from the value of such property or materially impair the use thereof in the ordinary conduct of business, including (i) any reservations or exceptions in patents from the United States or any state thereof and the paramount title of the United States or any state thereof in unpatented mining claims on federal and state lands, respectively, and (ii) reservations, limitations, provisos and conditions expressed in any original grants from the government of Canada or any province thereof or other grants of real or immovable property, or interests therein; (f) Liens (other than monetary Liens) on any such property (x) of any Subsidiary which are in existence at the time that such Subsidiary is acquired (assuming such acquisition occurs after the date hereof) and (y) of the Borrower or any of its Restricted Subsidiaries existing at the time such property is purchased or otherwise acquired by the Borrower or such Subsidiary thereof pursuant to a transaction permitted pursuant to this Agreement (assuming such acquisition occurs after the Closing Date); provided that, with respect to each of the foregoing clauses (x) and (y), (A) such Liens are not incurred in connection with, or in anticipation of, such acquisition, (B) such Liens shall encumber only those assets which secured such Indebtedness at the time such assets were acquired by the Borrower or its Restricted Subsidiaries (including after-acquired property included in the scope of any such Lien at the time such assets were acquired) and (C) the Indebtedness secured by such Liens is permitted under Section 6.01 of this Agreement; (g) contractual or statutory Liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord; (h) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in the ordinary course of business which do not (x) interfere in any material respect with the business of the Borrower or its Restricted Subsidiaries or materially detract from the value of the relevant assets of the Borrower or its Restricted Subsidiaries or (y) secure any Indebtedness; (i) encumbrances on mining properties described in Section 7.01(x); and (j) exceptions for matters of public record that are set forth in the policy or policies of title insurance issued by a title insurance company and delivered to the Administrative Agent with respect thereto and other minor imperfections on title that do not individually or in the aggregate detract from the use or value of the property.
“Permitted Liens” means, at any time, Liens in respect of property of any Loan Party or any Restricted Subsidiary permitted to exist at such time pursuant to the terms of Section 7.01.
“Permitted Refinancing Indebtedness” shall mean any Indebtedness of any Loan Party or any Restricted Subsidiary issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of any Loan Party or any other Restricted Subsidiary (other than intercompany Indebtedness); provided that:
(a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all
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accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith), at the time of such renewal, refunding, replacement, defeasance or discharge;
(b) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity that is (i) equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged or (ii) more than ninety (90) days after the Maturity Date;
(c) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Obligations, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and
(d) such Indebtedness is incurred either by any Loan Party or by any other Restricted Subsidiary that was the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and is guaranteed only by Persons who were obligors on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.
“Permitted Warrant Transaction” means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on the Borrower’s common stock sold by the Borrower substantially concurrently with any purchase by the Borrower of a related Permitted Bond Hedge Transaction.
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.
“Platform” has the meaning specified in Section 6.02.
“Pledge Agreement” means the pledge agreement, dated as of the Closing Date, executed in favor of the Administrative Agent for the benefit of the holders of the Obligations by each of the Loan Parties, as pledgors.
“PPSA” means the Personal Property Security Act (Ontario); provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Personal Property Security Act as in effect in a Canadian jurisdiction other than the Province of Ontario, or the Civil Code of Quebec, “PPSA” means the Personal Property Security Act as in effect from time to time in such other jurisdiction or the Civil Code of Quebec, as applicable, for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.
“Prepaid Metals Transactions” means any transaction involving the sale and purchase of precious metals, other minerals or commodities entered into between the Borrower or any Restricted Subsidiary and any Person other than the Borrower or any Restricted Subsidiary, pursuant to which such Person makes an upfront pre-payment to the Borrower or any Restricted Subsidiary as consideration for the delivery by the Borrower or any Restricted Subsidiary of a fixed quantity of precious metals, other
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minerals or commodities (as applicable). For the avoidance of doubt, (i) Prepaid Metals Transactions shall not constitute Deferred Revenue Financing Arrangements and (ii) any Prepaid Metals Transaction documented via an ISDA shall not constitute a Swap Contract hereunder.
“Pro Forma Basis” means, with respect to any transaction, that for purposes of calculating the financial covenants set forth in Section 7.11, such transaction (including the incurrence of any Indebtedness in connection therewith), and all other transactions with respect to which pro forma effect is required to be given pursuant to Section 1.03(c) which have occurred since the commencement of such period and on or prior to the date of the transaction being tested, shall be deemed to have occurred as of the first day of the most recent four fiscal quarter period preceding the date of such transaction for which financial statements were required to be delivered pursuant to Section 6.01(a) or 6.01(b). In connection with the foregoing, (a) with respect to any Disposition or Recovery Event or any sale, transfer or other disposition that results in a Person ceasing to be a Subsidiary or any designation of a Restricted Subsidiary as an Unrestricted Subsidiary, (i) income statement and cash flow statement items (whether positive or negative) attributable to the property or Person disposed of or the Subsidiary so designated shall be excluded to the extent relating to any period occurring prior to the date of such transaction and (ii) Indebtedness which is retired (including for the avoidance of doubt the Senior Notes, the Senior Exchange Notes, the New Gold Notes or other capital markets notes with respect to which a satisfaction and discharge is being effected in connection with such transaction which would result in such Indebtedness being excluded from the calculation of Consolidated Funded Indebtedness as per the proviso to the definition of such term) shall be excluded and deemed to have been retired as of the first day of the applicable period and (b) with respect to any Acquisition, other Investment or designation of an Unrestricted Subsidiary as a Restricted Subsidiary, (i) income statement and cash flow statement items attributable to the Person or property acquired (or the Subsidiary so designated) shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement and cash flow statement items for the Borrower and its Restricted Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported by either (x) financial statements prepared in accordance with GAAP or (y) other financial information reasonably satisfactory to the Administrative Agent and (ii) any Indebtedness incurred or assumed by any Loan Party or any Restricted Subsidiary (including the Person or property acquired) in connection with such transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction (A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination (taking into account any Swap Contract applicable to such Indebtedness if such Swap Contract has a remaining term in excess of 12 months).
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
“Public Lender” has the meaning specified in Section 6.02.
“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
“Qualified Equity Interests” of any Person means any Equity Interests of such Person that is not a Disqualified Equity Interests.
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“Rainy River Mine” means the mine located in the District of Rainy River, Ontario, Canada that is owned and operated by a Restricted Subsidiary of the Borrower.
“Real Property Rights and Interests” means (i) all real property owned by any Loan Party or any of their respective Restricted Subsidiaries, (ii) all real property leased, subleased, licensed and/or otherwise used or occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangement) by any Loan Party or any of their respective Restricted Subsidiaries, in each case in connection with the operations of its business as it is now being conducted, and (iii) all Mining Rights, concessions, leases, option agreements, exploration agreements and mining claims and millsites of any Loan Party or any of their respective Restricted Subsidiaries.
“Recipient” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.
“Recovery Event” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any Restricted Subsidiary.
“Register” has the meaning specified in Section 11.06(c).
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.
“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.
“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.
“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swingline Lender or L/C Issuer, as the case may be, in making such determination.
“Rescindable Amount” has the meaning as defined in Section 2.12(b)(ii).
“Resignation Effective Date” has the meaning specified in Section 9.06.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer, assistant treasurer, controller or general counsel of a Loan Party, and, solely for purposes of the delivery of incumbency certificates, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an
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agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and appropriate authorization documentation, in form and substance reasonably satisfactory to the Administrative Agent.
“Restricted Payment” means (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interests or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment, (b) any payment made in cash to holders of Convertible Bond Indebtedness in excess of the original principal (or notional) amount thereof and interest thereon (and, to the extent not permissible to be satisfied with shares of common stock, customary redemption, mandatory conversion or similar premiums, if any), except to the extent that a corresponding amount is received in cash (whether through a direct cash payment or a settlement in shares of stock that are immediately sold for cash) substantially contemporaneously from the other parties to a Permitted Bond Hedge Transaction relating to such Convertible Bond Indebtedness and (c) any cash payment (other than payments in cash in lieu of fractional shares) made in connection with the settlement of a Permitted Warrant Transaction solely to the extent the Borrower has the option of satisfying such payment obligation through the issuance of capital stock.
“Restricted Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary. Each Loan Party (other than, for the avoidance of doubt, the Borrower) shall be a Restricted Subsidiary.
“Revolving Commitment” means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swingline Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in any documentation executed by such Lender pursuant to Section 2.16 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable as such amount may be adjusted from time to time in accordance with this Agreement. Revolving Commitments shall include any Incremental Revolving Commitment and any Extended Revolving Commitment.
“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s participation in L/C Obligations and Swingline Loans at such time.
“Revolving Loan” has the meaning specified in Section 2.01(a), and shall include any Extended Revolving Loan.
“Rochester Mine” means the silver and gold surface mining operation owned by Coeur Rochester located in northwestern Nevada.
“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor to the rating agency business thereof.
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“Sale and Leaseback Transaction” means, with respect to any Person, any arrangement, directly or indirectly, whereby such Person shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.
“Sanction(s)” means any sanction administered or enforced by the United States Government, including OFAC, the Canadian Government, the United Nations Security Council, the European Union, His Majesty’s Treasury (“HMT”) or other relevant sanctions authority applicable to the Borrower and its Subsidiaries.
“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
“Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party or any Restricted Subsidiary and
any Cash Management Bank with respect to such Cash Management Agreement. For the avoidance of doubt, a holder of Obligations in respect of Secured Cash Management Agreements shall be subject to the last paragraph of Section 8.03 and Section
9.11.
“Secured Hedge Agreement” means any Swap Contract that is entered into by and between any Loan Party or any Restricted Subsidiary and any Hedge Bank with respect to such Swap Contract. For the avoidance of doubt, a holder of Obligations in respect of Secured Hedge Agreements shall be subject to the last paragraph of Section 8.03 and Section 9.11.
“Secured Party Designation Notice” means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit 1.01.
“Senior Exchange Notes” means the 6.875% senior unsecured notes of the Borrower due 2032 in an aggregate principal amount of up to $400,000,000 less the aggregate principal amount of any New Gold Notes outstanding after giving effect to the issuance of such Senior Exchange Notes, issued pursuant to an indenture to be dated on or about April 22, 2026, among the Borrower, the Guarantors party thereto and The Bank of New York Mellon, as trustee.
“Senior Notes” means the 5.125% senior unsecured notes of the Borrower due 2029 in the aggregate principal amount of $375,000,000 issued pursuant to that certain indenture dated as of March 1, 2021, among the Borrower, the Guarantors party thereto and The Bank of New York Mellon, as trustee.
“Silvertip Project” means the exploration project owned by Coeur Silvertip Holdings Ltd. located in northern British Columbia, Canada, just south of the Yukon border.
“SOFR” means, with respect to any applicable determination date, the Secured Overnight Financing Rate published on the fifth U.S. Government Securities Business Day preceding such date by the SOFR Administrator on the Federal Reserve Bank of New York’s website (or any successor source); provided, however that if such determination date is not a U.S. Government Securities Business Day, then SOFR means such rate that applied on the first U.S. Government Securities Business Day immediately prior thereto.
“SOFR Administrator” means the Federal Reserve Bank of New York, as the administrator of SOFR, or any successor administrator of SOFR designated by the Federal Reserve Bank of New York or
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other person acting as the SOFR Administrator at such time that is satisfactory to the Administrative Agent.
“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature in the ordinary course of business, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital, (d) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person and (e) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“Specified Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of the Borrower that is a CFC or a Subsidiary of a CFC, in each case, excluding any Restricted Subsidiary organized under the Laws of Canada or any province or territory thereof.
“Specified Loan Party” has the meaning specified in Section 10.08.
“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is at the time beneficially owned, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.
“Successor Rate” has the meaning specified in Section 3.03(b).
“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any similar master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement; provided that “Swap Contract” shall not include (x) any phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or any Subsidiary, (y) Convertible Indebtedness, any Permitted Bond Hedge Transactions or Permitted Warrant Transactions or (z) any accelerated share repurchase, share forward purchase contract or similar contract with respect to the Equity Interests of the Borrower entered into to consummate any repurchase of the Borrower’s common Equity Interests permitted hereunder.
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“Swap Obligation” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.
“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
“Swingline Lender” means National Bank of Canada in its capacity as provider of Swingline Loans, or any successor Swingline lender hereunder.
“Swingline Loan” has the meaning specified in Section 2.04(b).
“Swingline Sublimit” means an amount equal to the lesser of (a) $50,000,000 and (b) the Aggregate Revolving Commitments. The Swingline Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.
“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Term SOFR” means:
(a) for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. (Eastern time) on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto; and
(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to such date with a term of one month commencing that day; provided, that, if the rate is not published prior to 11:00 a.m. (Eastern time) on such determination date, then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto;
provided that if the Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero, the Term SOFR shall be deemed zero for purposes of this Agreement.
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“Term SOFR Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.
“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).
“Threshold Amount” means $75,000,000.
“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments of such Lender at such time, the outstanding Loans of such Lender at such time and such Lender’s participation in L/C Obligations and Swingline Loans at such time.
“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, all Swingline Loans and all L/C Obligations.
“Type” means, with respect to any Loan, its character as a Base Rate Loan, a Term SOFR Loan or a Daily SOFR Loan.
“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).
“Undisclosed Administration” means, in relation to a Lender or its direct or indirect parent company, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian, or other similar official by a supervisory authority or regulator under or based on the Law in the country where such Lender or such parent company is subject to home jurisdiction, if applicable Law requires that such appointment not be disclosed; provided that in any such case, such appointment does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or any applicable Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.
“United States” and “U.S.” mean the United States of America.
“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).
“Unrestricted Cash” means, subject to the limitations in Section 1.03(a) and Section 2.16(c), aggregate amount of unrestricted domestic cash and Cash Equivalents of the Loan Parties held at the Administrative Agent or a Lender (and cash and Cash Equivalents pledged to the Administrative Agent pursuant to the terms of the Collateral Documents).
“Unrestricted Subsidiary” means any Subsidiary designated by the Borrower pursuant to Section 7.16 as an Unrestricted Subsidiary. As of the Closing Date, there are no Unrestricted Subsidiaries.
“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
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“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.
“U.S. Special Resolution Regimes” has the meaning specified in Section 11.21.
“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3).
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.
“Water Rights” means water rights, water concessions, water licences, water leases and water supply agreements, ditch rights or other interests in water or water conveyance rights owned, leased or held by the relevant Person.
“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing:
(a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by
(b) the then outstanding principal amount of such Indebtedness.
“Wharf” means Wharf Resources (U.S.A.), Inc., a Colorado corporation.
“Wharf Mine” means the mine referred to as the “Wharf Mine” located in Lawrence County, South Dakota that is owned and operated by Wharf or any of its Subsidiaries.
“Wholly-Owned” means, with respect to a Subsidiary, that all of the shares of Equity Interests of such Subsidiary are, directly or indirectly, owned or Controlled by the Borrower and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares required by applicable Law to be owned by a Person other than the Borrower and/or one or more of its Wholly-Owned Subsidiaries).
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any
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powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
1.02 Other Interpretive Provisions.
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Loan Document or Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,”
and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, \(iv\) all references in a Loan Document to Articles, Sections, Preliminary
Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, Preliminary Statements of and Exhibits and Schedules to, the Loan Document in which such references appear, \(v\) any reference to any Law shall include all
statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law or regulation shall, unless otherwise specified, refer to such Law or regulation as amended,
modified, extended, restated, replaced or supplemented from time to time, and \(vi\) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all assets and properties, tangible and
intangible, real and personal, including cash, securities, accounts and contract rights.
(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”
(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
(d) Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person
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hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).
1.03 Accounting Terms.
(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Loan Parties and their Restricted Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. Notwithstanding anything contained herein to the contrary, with respect to determining the permissibility of the incurrence of any Indebtedness, the proceeds thereof shall not be counted as Unrestricted Cash for the purposes of clause (a)(ii) of the definition of “Consolidated Net Leverage Ratio.”
(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, after such request shall have been made, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders such information as may be reasonably requested with respect to a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.
(c) Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.
(d) Calculations. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 7.11 (including for purposes of determining the Applicable Rate) shall be made on a Pro Forma Basis with respect to (i) any Disposition of all of the Equity Interests of, or all or substantially all of the assets of, a Restricted Subsidiary, (ii) any Disposition of a line of business or division of any Loan Party or Restricted Subsidiary, or (iii) any Acquisition, in each case, occurring during the applicable period.
1.04 Rounding.
Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
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1.05 Times of Day.
Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
1.06 Letter of Credit Amounts.
Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
1.07 Alternative L/C Currencies.
The Borrower may from time to time request that the L/C Issuer issue a Letter of Credit in a currency other than Dollars and those specifically listed in the definition of “Alternative L/C Currency”; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollars and a Dollar Equivalent of such currency may be readily calculated. Such request shall be subject to the approval of the L/C Issuer.
1.08 Rates.
The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.
ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS
2.01 Revolving Loans.
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(a) Revolving Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment. Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section
2.01. Revolving Loans may be Base Rate Loans, Term SOFR Loans or Daily SOFR Loans, or a combination thereof, as further provided herein, provided, however, all Borrowings made on the Closing Date shall be made as Base Rate
Loans, unless the Borrower has delivered a funding indemnity letter, in form and substance satisfactory to the Administrative Agent.
2.02 Borrowings, Conversions and Continuations of Loans.
(a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 10:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans or Daily SOFR Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans or Daily SOFR Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans or Daily SOFR Loans shall be in a principal amount of at least $5,000,000. Except as provided in Section 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of at least $1,000,000. Each Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice, then the applicable Loan shall be made as a Base Rate Loan. If the Borrower fails to give a timely notice requesting a conversion or continuation of Term SOFR Loans, then the applicable Loans shall be continued as Term SOFR Loans with an Interest Period of one month. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the
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Administrative Agent either by (i) crediting the account of the Borrower on the books of National Bank of Canada with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Loan Notice with respect to a Borrowing of Revolving Loans is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings and second, shall be made available to the Borrower as provided above.
(c) Except as otherwise provided herein, a Term SOFR Loan may be continued or converted only on the last day of the Interest Period for such Term SOFR Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Term SOFR Loans or Daily SOFR Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the outstanding Term SOFR Loans or Daily SOFR Loans be converted immediately to Base Rate Loans.
(d) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect.
(f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.
(g) With respect to SOFR, Term SOFR or Daily Simple SOFR, the Administrative Agent, in consultation with the Borrower, will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes and post each such amendment implementing such Conforming Changes to the Borrower and the Lenders promptly after such amendment becomes effective.
(h) This Section 2.02 shall not apply to Swingline Loans.
2.03 Letters of Credit.
(a) The Letter of Credit Commitment.
(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or Alternative L/C Currencies for the account of the Borrower or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in
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accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.
(ii) The L/C Issuer shall not issue any Letter of Credit if:
(A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Lenders (other than Defaulting Lenders) holding a majority of the Revolving Credit Exposure have approved such expiry date; or
(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders that have Revolving Commitments have approved such expiry date.
(iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;
(B) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
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(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than the Dollar Equivalent of $250,000;
(D) in the case of a Letter of Credit is to be denominated in a currency other than Dollars, the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;
(E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;
(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder;
(G) such Letter of Credit is to be denominated in a currency other than Dollars or, subject to agreement with the L/C Issuer, an Alternative L/C Currency.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.
(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any
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other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 10:00 a.m. at least three (3) Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Restricted Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an
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expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each case directing the L/C Issuer not to permit such extension.
(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(c) Drawings and Reimbursements; Funding of Participations.
(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof. In the case of a drawing under a Letter of Credit denominated in an Alternative L/C Currency, the L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than (x) if such notice of drawing is received by the Borrower by 12:00 noon on the date of any payment by the L/C Issuer under a Letter of Credit, 4:00 p.m. on such payment date, or (y) if such notice of drawing is not received by the Borrower by 12:00 noon on the date of any payment by the L/C Issuer under a Letter of Credit, 12:00 noon on the first Business Day occurring after such payment date (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the Dollar Equivalent of the amount of such drawing (together with interest). If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative L/C Currency) (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested a Borrowing of Revolving Loans that are Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack of such a prompt confirmation shall not affect the conclusiveness or binding effect of such notice.
(ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer, in Dollars, at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not
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later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.
(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Revolving Loans that are Base Rate Loans because the conditions set forth in Section
4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and
payable on demand \(together with interest\) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03\(c\)\(ii\) shall be deemed
payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.
(v) Each Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section
2.03\(c\), shall be absolute, irrevocable and unconditional and shall not be affected by any circumstance, including \(A\) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the
Borrower or any other Person for any reason whatsoever; \(B\) the occurrence or continuance of a Default, or \(C\) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each
Lender’s obligation to make Revolving Loans pursuant to this Section 2.03\(c\) is subject to the conditions set forth in Section 4.02 \(other than delivery by the Borrower of a Loan Notice\). No such making of an L/C Advance shall
relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through the
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Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.
(d) Repayment of Participations.
(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent.
(ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
(e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:
(i) any lack of validity or enforceability of such Letter of Credit, this Agreement or any other Loan Document;
(ii) the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party or any Restricted Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;
(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
(iv) waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower;
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(v) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;
(vi) any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable;
(vii) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;
(viii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any Restricted Subsidiary; or
(ix) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative L/C currency to the Borrower or any Restricted Subsidiary or in the relevant currency markets generally.
The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.
(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower
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proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing or assigning or purporting to transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
(g) Applicability of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any Law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such Law or practice.
(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance, subject to Section 2.15, with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate for Revolving Loans that are Term SOFR Loans times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit. For purposes of computing the Dollar Equivalent of the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section
1.06. Letter of Credit Fees shall be \(i\) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand and \(ii\) computed on a quarterly basis in arrears and \(iii\) in a minimum amount of $62.50 per quarter for each Letter of Credit. If there is any change in the Applicable Rate during any
quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee (i) with respect to each commercial Letter of Credit, at a rate per annum equal to 0.125% computed on the Dollar Equivalent of the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Borrower and the L/C Issuer,
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computed on the Dollar Equivalent of the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at a rate per annum equal to 0.125%, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the third Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the Dollar Equivalent of the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.
(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.
(k) Letters of Credit Issued for Restricted Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Restricted Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Restricted Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Restricted Subsidiaries.
2.04 Swingline Loans.
(a) Swingline Facility; Operating Account. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall establish and maintain for the Borrower one or more deposit accounts in Dollars (each such account, an “Operating Account”), at the office or branch specified by the Swingline Lender (or such other office or branch as the Swingline Lender and the Borrower may agree). The Borrower may from time to time draw checks or initiate other debit transactions on any Operating Account in the ordinary course of business.
(b) Swingline Loans for Overdrafts; No Notice; No Minimums or Multiples. If, as of the close of business on any Business Day (or such other time as the Swingline Lender may establish from time to time), any Operating Account has a debit balance (after giving effect to all debits and credits posted to such Operating Account as of such time), then such debit balance (the “Overdraft Amount”) shall be deemed to be, and shall automatically constitute, a loan (each such loan, a “Swingline Loan”) made by the Swingline Lender to the Borrower on such Business Day in a principal amount equal to such Overdraft Amount, without any notice requirement and without regard to any minimum amount, increments or multiples. Each Swingline Loan shall be a Base Rate Loan.
(c) Availability; Limits. The Swingline Lender shall not be required to permit any overdraft or make any Swingline Loan if, after giving effect thereto, (i) the Outstanding Amount of all Swingline Loans would exceed the Swingline Sublimit, (ii) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, or (iii) the Revolving Credit
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Exposure of any Lender would exceed such Lender’s Revolving Commitment. For the avoidance of doubt, the Swingline Lender may, in its discretion and in accordance with its customary account practices and applicable Law, dishonor or take such other action with respect to any overdraft that would otherwise occur in excess of the foregoing limits.
(d) Application of Positive Balances; Automatic Repayment of Swingline. If, as of the close of business on any Business Day (or such other time as the Swingline Lender may establish from time to time), any Operating Account has a credit balance (after giving effect to all debits and credits posted to such Operating Account as of such time), the Swingline Lender is hereby authorized and directed to apply such credit balance automatically to repay the Outstanding Amount of Swingline Loans owing to the Swingline Lender, in whole or in part, as of such time (and the Swingline Lender shall reduce the Operating Account balance accordingly). Such application shall be treated as payment of principal of Swingline Loans made directly to the Swingline Lender under Section 2.04(g), and may be applied, first, to accrued and unpaid interest on Swingline Loans then due, and second, to principal, in each case to the extent determined by the Swingline Lender in a manner consistent with its customary practices.
(e) Swingline Loans; Participations. Swingline Loans shall be made only by the Swingline Lender; provided, that, immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.
(f) Refinancing of Swingline Loans. The Swingline Lender at any time in its sole discretion may request in writing, on behalf of the Borrower (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Lender make a Revolving Loan that is a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swingline Loans then outstanding, to refinance such Swingline Loans; provided, that, such request may be made without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice).
(g) Payments Directly to Swingline Lender. The Borrower shall make all payments of principal and interest in respect of the Swingline Loans directly to the Swingline Lender; provided, that, any automatic application of credit balances under Section 2.04(d) shall constitute a payment made by the Borrower to the Swingline Lender for purposes hereof.
2.05 Prepayments.
(a) Voluntary Prepayments of Loans.
(i) Revolving Loans. The Borrower may, upon delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 12:00 noon (1) two (2) Business Days prior to any date of prepayment of Term SOFR Loans and (2) on the date of prepayment of Base Rate Loans or Daily SOFR Loans; (B) any such prepayment of Term SOFR Loans or Daily SOFR Loans shall be in a principal amount of at least $5,000,000 (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate
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Loans shall be in a principal amount of at least $1,000,000 (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their respective Applicable Percentages.
(ii) Swingline Loans. The Borrower may, at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty by (i) deposit of immediately available funds to the applicable Operating Account or (ii) wire payment to the Swingline Lender, in each case, without regard to any minimum amount, increments or multiples. Any prepayment of a Swingline Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.
(b) Mandatory Prepayments of Loans.
(i) Revolving Commitments. If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Swingline Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Loans and Swingline Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.
(ii) Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied, first, ratably to the L/C Borrowings and the Swingline Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations.
Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans, second to Daily SOFR Loans and third to Term SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.
2.06 Termination or Reduction of Aggregate Revolving Commitments.
The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swingline Sublimit, or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swingline Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in
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an aggregate amount of at least $5,000,000, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (iv) the Borrower shall not terminate or reduce the Letter of Credit Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit, (v) the Borrower shall not terminate or reduce the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Swingline Sublimit and (vi) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swingline Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.
2.07 Repayment of Loans.
(a) Revolving Loans. The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving Loans outstanding on such date.
(b) Swingline Loans. The Borrower shall repay each Swingline Loan on the Maturity Date.
2.08 Interest.
(a) Subject to the provisions of subsection (b) below, (i) each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of Term SOFR for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of the Base Rate plus the Applicable Rate; (iii) each Daily SOFR Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of Daily Simple SOFR plus the Applicable Rate; and (iv) each Swingline Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of the Base Rate plus the Applicable Rate. To the extent that any calculation of interest or any fee required to be paid under this Agreement shall be based on (or result in) a calculation that is less than zero, such calculation shall be deemed zero for purposes of this Agreement.
(b) (i) If any amount of principal of any Loan, or any interest, fees or other amounts due hereunder, is not paid when due, whether at stated maturity, by acceleration or otherwise, such overdue amount shall thereafter bear interest at the Default Rate to the fullest extent permitted by applicable Laws.
(ii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after
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judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
2.09 Fees.
In addition to certain fees described in subsections (h) and (i) of Section 2.03:
(a) Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a commitment fee equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceed the sum of (x) the Outstanding Amount of Revolving Loans and (y) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Aggregate Revolving Credit Commitments for purposes of determining the commitment fee. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
(b) Other Fees.
(i) The Borrower shall pay to National Bank Capital Markets and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
(ii) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.
(a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to Term SOFR) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have
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resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under this Agreement to the payment of any Obligations hereunder at the Default Rate or under Article VIII.
The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Revolving Commitments and the repayment of all other Obligations hereunder.
(c) For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields. Each Loan Party hereby irrevocably agrees not to plead or assert, whether by way of defense or otherwise, in any proceeding relating to this Agreement and the other Loan Documents, that the interest payable under this Agreement and the calculation thereof has not been adequately disclosed to it, whether pursuant to section 4 of the Interest Act (Canada) or any other applicable law or legal principle.
2.11 Evidence of Debt.
(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each such promissory note shall be in the form of Exhibit 2.11(a) (a “Note”). Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) In addition to the accounts and records referred to in subsection (a) above, each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
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2.12 Payments Generally; Administrative Agent’s Clawback.
(a) General. All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Subject to Section 2.07(b) and as otherwise specifically provided for in this Agreement, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Term SOFR Loans (or, in the case of any Borrowing of Base Rate Loans or Daily SOFR Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans or Daily SOFR Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. With respect to any
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payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).
(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
2.13 Sharing of Payments by Lenders.
If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations or in Swingline Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swingline Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:
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(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
(ii) the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swingline Loans to any assignee or participant, other than an assignment to any Loan Party or any Subsidiary (as to which the provisions of this Section shall apply).
Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.
2.14 Cash Collateral.
(a) Certain Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 2.05 or 8.02(c) or (iv) there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of clause (iii) above) or within one Business Day (in all other cases) following any request by the Administrative Agent or the L/C Issuer provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.15(b) and any Cash Collateral provided by the Defaulting Lender).
(b) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided (other than Liens permitted under Section 7.01(m)), or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts maintained by the Borrower at National Bank of Canada. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.
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(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 or Sections
2.03, 2.05, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein \(including, as to Cash Collateral
provided by a Defaulting Lender, any interest accrued on such obligation\) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.
(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided, however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.
2.15 Defaulting Lenders.
(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:
(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.
(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swingline Lender against such Defaulting
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Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(b). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
(iii) Certain Fees.
(A) No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).
(B) Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.14.
(C) With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (b) below, (y) pay to the L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.
(b) Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 11.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party
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hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.
(c) Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (b) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.14.
(d) Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.15(b)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
2.16 Incremental Facility Loans.
Subject to the terms and conditions set forth herein, the Borrower shall have the right, from time to time and upon at least ten Business Days’ prior written notice to the Administrative Agent (an “Incremental Request”), to request to incur one or more tranches of term loans (“Incremental Term Loans”; and any credit facility for providing for any Incremental Term Loans being referred to as an “Incremental Term Facility”) and/or increase the Aggregate Revolving Commitments (the “Incremental Revolving Commitments”, and together with any Incremental Term Facility are referred to collectively as the “Incremental Facilities”; and revolving loans made thereunder the “Incremental Revolving Loans”; the Incremental Revolving Loans, together with the Incremental Term Loans are referred to herein as the “Incremental Facility Loans”) during the term of this Agreement subject, however, in any such case, to satisfaction of the following conditions precedent:
(a) after the Closing Date, the aggregate amount of all Incremental Revolving Commitments and Incremental Term Loans effected pursuant to this Section 2.16 shall not exceed $250,000,000;
(b) on the date on which any Incremental Facility Amendment is to become effective, both immediately prior to and immediately after giving effect to such Incremental Revolving Commitments (assuming that the full amount of the Incremental Revolving Loans thereunder shall have been funded on such date) or the incurrence of such Incremental Term Loans and any related transactions, no Default shall have occurred and be continuing;
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(c) after giving effect to such Incremental Revolving Commitments (assuming the full amount of the Incremental Revolving Loans thereunder have been funded) or the incurrence of such Incremental Term Loans, and in each case any related transactions, on a Pro Forma Basis, the Loan Parties shall be in compliance with the financial covenants set forth in Section 7.11 (it being understood and agreed that for purposes of calculating the Consolidated Net Leverage Ratio under this clause (c), the identifiable proceeds of such Incremental Facility Loans shall not qualify as Unrestricted Cash for the purposes of clause (a)(ii) of the definition of Consolidated Net Leverage Ratio);
(d) the representations and warranties set forth in Article V shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) on and as of the date on which such Incremental Facility Amendment is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) as of such earlier date;
(e) such Incremental Facility shall be in a minimum amount of $10,000,000 (or such lesser amount as agreed by the Administrative Agent);
(f) any Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply to the existing Revolving Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing revolving credit facility set forth in Section 2.01(a);
(g) any Incremental Term Loans shall: (A) rank pari passu in right of payment priority with the Revolving Loans, (B) share ratably in rights in the Collateral and the Guaranty, (C) have a final maturity date that is no earlier than the Maturity Date, (D) have a Weighted Average Life to Maturity that is no shorter than the Weighted Average Life to Maturity of any then-existing Incremental Term Loan (it being understood that, subject to the foregoing, the amortization schedule applicable to such Incremental Term Loans shall be determined by the Borrower and the Lenders of such Incremental Term Loans) and (E) otherwise be on terms reasonably satisfactory to the Administrative Agent, provided that, such terms and documentation relating to such Incremental Term Loans shall not be materially more favorable (taken as a whole) to the Lenders providing such Incremental Term Loans than those applicable to the other Loans and Commitments (except (x) with respect to prepayments and fees and, to the extent permitted above, the maturity date, amortization and interest rate and (y) for covenants or other provisions (1) applicable only to periods after the latest Maturity Date then in effect or (2) added for the benefit of all of the Lenders);
(h) the Administrative Agent shall have received additional commitments in a corresponding amount of such requested Incremental Facility Loans from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment); and
(i) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility Loans and the validity thereof, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent.
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Any Incremental Facility shall be evidenced by an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.16 (and subject to the limitations set forth in the immediately preceding paragraph), executed by the Loan Parties, the Administrative Agent and each Lender providing a portion of the Incremental Term Facility and/or Incremental Revolving Commitments, as applicable; which such amendment, when so executed, shall amend this Agreement as provided therein. Each Incremental Facility Amendment may also provide for such amendments to the Loan Documents, and such other new Loan Documents, as the Administrative Agent and the Borrower reasonably deems necessary or appropriate to effect the modifications and credit extensions permitted by this Section 2.16. Neither any Incremental Facility Amendment, nor any such amendments to the other Loan Documents or such other new Loan Documents, shall be required to be executed or approved by any Lender, other than the Lenders providing such Incremental Term Loans and/or Incremental Revolving Commitments, as applicable, and the Administrative Agent, in order to be effective. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewith.
2.17 Amend and Extend Transactions.
(a) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the Maturity Date of any class of Loans and/or Commitments to the extended maturity date specified in such request. Such notice shall set forth (i) the amount of the Revolving Commitments to be extended (which shall be in a minimum amount of $25,000,000), and (ii) the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such requested Extension (or such longer or shorter periods as the Administrative Agent shall agree)). Each Lender in respect of any class of Loans shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender in respect of such class of Loans pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. Any Lender approached to participate in such Extension may elect or decline, in its sole discretion, to participate in such Extension. If the aggregate principal amount of Revolving Commitments (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments requested to be extended by the Borrower pursuant to such Extension Offer, then the Revolving Commitments of Lenders under the applicable class shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer.
(b) It shall be a condition precedent to the effectiveness of any Extension that (i) no Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (iii) the L/C Issuer and the Swingline Lender shall have consented to any Extension of the Revolving Commitments to the extent that such Extension provides for the issuance of Letters of Credit or making of Swingline Loans at any time during the extended period, and (iv) the terms of such Extended Revolving Commitments shall comply with Section 2.17(c).
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(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and be set forth in an Extension Amendment; provided, that, (i) the final maturity date of any Extended Revolving Commitment shall be no earlier than the Maturity Date of the Revolving Commitments subject to such Extension Offer, (ii) there shall be no scheduled amortization of the Extended Revolving Commitments, (iii) any Extended Revolving Loans shall (A) rank pari passu in right of payment with the Revolving Loans being extended, (B) be Guaranteed by the same Guarantors that guarantee the Revolving Loans being extended and (C) be secured by the Collateral on an equal and ratable basis with the Revolving Loans being extended, and (iv) to the extent the terms of the Extended Revolving Commitments are inconsistent with the terms set forth herein (except as set forth in clause (i) through (iii) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Notwithstanding anything herein to the contrary, any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish Extended Revolving Commitments as a new tranche of Revolving Commitments and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranche (including to preserve the pro rata treatment of the extended and non-extended tranches and to provide for the reallocation of any L/C Obligations or obligations under Swingline Loans upon the expiration or termination of the commitments under any tranche), in each case on terms consistent with this Section 2.17).
ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01 Taxes.
(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.
(i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent or Loan Party, as applicable) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.
(ii) Without limitation of Section 3.01(a)(i) above, if any Loan Party or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold
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or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section
3.01\) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.
(iii) If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection
\(e\) below, \(B\) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and \(C\) to the extent
that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions \(including
deductions applicable to additional sums payable under this Section 3.01\) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.
(b) Payment of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Laws, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
(c) Tax Indemnifications. (i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below; provided, that such payment by the Loan Parties shall not prejudice any rights that the Loan Parties may have against such Lender or L/C Issuer.
(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to
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such Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).
(d) Evidence of Payments. As soon as practicable, after any payment of Taxes by any Loan Party to a Governmental Authority as provided in this Section 3.01, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(e) Status of Lenders; Tax Documentation.
(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), 3.01(e)(ii)(B) and 3.01(e)(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,
(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed
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copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(2) executed copies of IRS Form W-8ECI;
(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit 3.01-A to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or
(4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01-B or Exhibit 3.01-C, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit
3.01-D on behalf of each such direct and indirect partner;
(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
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Agent), executed copies (or originals, as required) of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the Closing Date.
(iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be
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construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.
(g) Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all other Obligations.
3.02 Illegality.
If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to perform any of its obligations hereunder or to make, maintain or fund or charge interest with respect to any Credit Extension or to determine or charge interest rates based upon SOFR, Term SOFR or Daily Simple SOFR, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Term SOFR Loans or to make Daily SOFR Loans, as applicable, or to convert Base Rate Loans to Term SOFR Loans or Daily SOFR Loans, as applicable, shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon written demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans and all Daily SOFR Loans, as applicable, of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate), either (1) in the case of Term SOFR Loans, on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loans or (2) in the case of Daily SOFR Loans, immediately and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Term SOFR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.
3.03 Inability to Determine Rates.
(a) If in connection with any request for a Term SOFR Loan or a Daily SOFR Loan or a conversion to or continuation thereof, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the circumstances under clause (i) of Section 3.03(b) or the Scheduled Unavailability Date has occurred (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan or for determining Daily Simple SOFR with respect to a proposed Daily SOFR Loan, as applicable, or (ii) the Administrative Agent or the Required Lenders reasonably determine that for any reason that the Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or Daily Simple SOFR for any determination
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date(s) with respect to a proposed Daily SOFR Loan, as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), (y) the obligation of the Lenders to make or maintain Daily SOFR Loans or to convert Base Rate Loans to Daily SOFR Loans shall be suspended (to the extent of the affected Daily SOFR Loans) and (z) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or Daily SOFR Loans (to the extent of the affected Daily SOFR Loans), as applicable, or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein, (ii) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans at the end of their respective applicable Interest Period and (iii) any outstanding Daily SOFR Loan shall be deemed to have been converted to Base Rate Loans on the immediately succeeding Business Day.
(b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:
(i) adequate and reasonable means do not exist for ascertaining SOFR and/or one month, three month and six month interest periods of Term SOFR, including, without limitation, because SOFR or the Term SOFR Screen Rate, as applicable, is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(ii) (A) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of Dollar denominated syndicated loans, or shall or will otherwise cease, or (B) the SOFR Administrator has made a public statement identifying a specific date after which SOFR shall or will no longer be made available, or permitted to be used for determining the interest rate of Dollar denominated syndicated loans, or shall or will otherwise cease; provided that in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such representative tenors of SOFR or interest periods of Term SOFR, as applicable, after such specific date (the latest date on which SOFR and/or one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”);
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or if the events or circumstances of the type described in Section 3.03(b)(i) or 3.03(b)(ii) have occurred with respect to the Successor Rate (as defined below) then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing SOFR and/or Term SOFR, as applicable, or any then current Successor Rate in accordance with this Section 3.03 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark. and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.
The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate.
Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents.
In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.
3.04 Increased Costs.
(a) Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the L/C Issuer;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
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(iii) impose on any Lender or the L/C Issuer any other condition, cost or expense (other than with respect to Taxes) affecting this Agreement or Term SOFR Loans or Daily SOFR Loans made by such Lender or any Letter of Credit or participation therein;
and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
(b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.
(c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten Business Days after receipt thereof.
(d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).
3.05 Compensation for Losses.
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Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense (other than any loss of anticipated profit) incurred by it as a result of:
(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or
(c) any assignment of a Term SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 11.13;
including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.
3.06 Mitigation Obligations; Replacement of Lenders.
(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender or the L/C Issuer, as applicable, shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, as applicable, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.
(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section
3.06\(a\), the Borrower may replace such Lender in accordance with Section 11.13.
3.07 Survival.
All of the Loan Parties’ obligations under this Article III shall survive termination of the Aggregate Revolving Commitments, repayment of all other Obligations hereunder, resignation of the Administrative Agent and the Facility Termination Date.
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ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01 Conditions of Initial Credit Extension.
This Agreement shall become effective upon, and the obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to, the satisfaction of the following conditions precedent:
(a) Receipt by the Administrative Agent of the following, each in form and substance satisfactory to the Administrative Agent and each Lender:
(i) Loan Documents. Executed counterparts of this Agreement and the other Loan Documents, each properly executed by a Responsible Officer of the signing Loan Party and, in the case of this Agreement, by each Lender.
(ii) Opinions of Counsel. Favorable opinions of legal counsel (including appropriate local counsel) to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Closing Date, in form and substance satisfactory to the Administrative Agent.
(iii) Organization Documents, Resolutions, Etc.
(A) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and
(C) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation, the state of its principal place of business and each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
(iv) Financing Statements. UCC and PPSA financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s discretion, to perfect the Administrative Agent’s security interest in the Collateral.
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(v) Collateral. All certificates evidencing any certificated Equity Interests constituting Collateral and pledged to the Administrative Agent pursuant to the Collateral Documents, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Equity Interests of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the Law of the jurisdiction of organization of such Person); and
(vi) [Reserved].
(vii) [Reserved].
(viii) Closing Certificate. A certificate signed by a Responsible Officer of the Borrower certifying that (i) the conditions specified in Sections 4.01(d), 4.02(a) and 4.02(b) have been satisfied and (ii) after giving effect to the initial Borrowings under the Loan Documents and the other transactions contemplated hereby to occur on the Closing Date, the Loan Parties are in compliance with the financial covenants set forth in Section 7.11 calculated on a Pro Forma Basis, and including reasonably detailed supporting calculations in form and substance satisfactory to the Administrative Agent.
(b) New Gold Acquisition. Receipt by the Administrative Agent of:
(i) a copy, certified by a Responsible Officer of the Borrower as true and complete, of the New Gold Arrangement Agreement, together with all exhibits and schedules thereto, which New Gold Arrangement Agreement shall be in form and substance satisfactory to the Administrative Agent;
(ii) satisfactory evidence that the New Gold Acquisition shall have been consummated in compliance with applicable Law and regulatory approvals, substantially in accordance with the New Gold Arrangement Agreement;
(iii) all documentation required by Section 6.13 of this Agreement with respect to New Gold;
(iv) evidence that all of the existing Indebtedness for borrowed money of New Gold and its Subsidiaries pursuant to the New Gold Credit Agreement shall be repaid in full, all liens and security interests related thereto shall be terminated and the New Gold Credit Agreement shall be terminated on or prior to the Closing Date; and
(v) the unaudited consolidated financial statements of New Gold and its Subsidiaries for the fiscal quarter ending September 30, 2025 (it being agreed and understood by the Administrative Agent that such financial statements have been received).
(c) Existing Indebtedness of the Loan Parties. All of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries under the Existing Credit Agreement (other than Indebtedness permitted to exist pursuant to Section 7.03) shall be repaid in full and all liens and security interests related thereto shall be terminated on or prior to the Closing Date.
(d) No Material Adverse Effect. There shall not have occurred since December 31, 2024 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect.
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(e) Fees. Receipt by the Administrative Agent, the Lead Arrangers and the Lenders of any fees required to be paid on or before the Closing Date.
(f) Attorney Costs. The Borrower shall have paid all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent payable hereunder and invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
4.02 Conditions to all Credit Extensions.
The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans) is subject to the following conditions precedent:
(a) The representations and warranties of each Loan Party contained in this Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties to the extent they are already modified or qualified by materiality in the text thereof) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties to the extent they are already modified or qualified by materiality in the text thereof) as of such earlier date.
(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.
(c) The Administrative Agent and, if applicable, the L/C Issuer or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.
(d) [Reserved].
(e) In the case of a Credit Extension consisting of a Letter of Credit to be denominated in an Alternative L/C Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the L/C Issuer would make it impracticable for such Letter of Credit to be denominated in the relevant Alternative L/C Currency.
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Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Loan Parties represent and warrant to the Administrative Agent and the Lenders that:
5.01 Existence, Qualification and Power.
Each Loan Party and each Restricted Subsidiary (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
5.02 Authorization; No Contravention.
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) except for Permitted Liens, result in the creation of any Lien under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject or (d) violate any Law; except in each case referred to in clause (b) or (d), as could not reasonably be expected to have a Material Adverse Effect.
5.03 Governmental Authorization; Other Consents.
No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (a) those that have already been obtained and are in full force and effect, (b) filings to perfect the Liens created by the Collateral Documents (including any required consents or approvals from any property lessor or other Person that have not yet been obtained and are set forth on Schedule 5.03) and (c) those for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
5.04 Binding Effect.
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Each Loan Document has been duly executed and delivered by each Loan Party that is party thereto. Each Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable against each such Loan Party in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and the availability of equitable remedies.
5.05 Financial Statements; No Material Adverse Effect.
(a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The Audited Financial Statements and the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ending September 30, 2025 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
5.06 Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Restricted Subsidiary or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
5.07 No Default.
(a) No Loan Party nor any Restricted Subsidiary is in default under or with respect to any Contractual Obligation that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
(b) No Default has occurred and is continuing.
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5.08 Ownership of Property; Expropriation.
(a) Other than as could not reasonably be expected to have a Material Adverse Effect, each Loan Party and each of its Restricted Subsidiaries is the sole legal holder of record of, and is the sole legal and registered and beneficial owner of, and has good and marketable title in fee simple to, or valid leasehold interests in, all Real Property Rights and Interests, free and clear of all Liens other than Permitted Encumbrances or Permitted Liens. Other than as could not reasonably be expected to have a Material Adverse Effect, a Loan Party or one of its Restricted Subsidiaries enjoys peaceful and undisturbed possession of the Real Property Rights and Interests that are leased, subleased, licensed and/or otherwise used or occupied under contract. Notwithstanding the foregoing, it is understood among the Parties hereto that unpatented federal or state mining claim Mining Rights are subject to the paramount title of the United States or state respectively, and that Water Rights are usufructuary and likewise subject to the paramount title of the United States or state administering such rights.
(b) All of the mineral claims held by any Loan Party or any of their respective Restricted Subsidiaries in the Mineral Titles Online Registry maintained by the Province of British Columbia, the unpatented lode mining claims held by any Loan Party or any of their respective Restricted Subsidiaries in the Mining Lands Administration System maintained by the Province of Ontario and mineral concessions held by any Loan Party or any of their respective Restricted Subsidiaries comprising Real Property Rights and Interests, in each case, have been properly staked, located or registered and are recorded or in the process of being recorded in compliance with applicable law and are comprised of valid and subsisting mineral claims, other than, in each case, as could not reasonably be expected to have a Material Adverse Effect. Other than as could not be reasonably expected to have a Material Adverse Effect, the Real Property Rights and Interests are in good standing under applicable law.
(c) Except as otherwise permitted by this Agreement, no person other than a Loan Party or any of their respective Restricted Subsidiaries has any interest in the Real Property Rights and Interests or the production or profits therefrom or any royalty or streaming or similar interest in respect thereof or any right to acquire any such interest from any Loan Party or any of their respective Restricted Subsidiaries other than, in each case, any interest or right which could not reasonably be expected to have a Material Adverse Effect. There are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights that would affect the interests of any Loan Party or any of their respective Restricted Subsidiaries in the Real Property Rights and Interests, other than any such rights or provisions which could not reasonably be expected to have a Material Adverse Effect.
(d) Other than restrictions which could not reasonably be expected to have a Material Adverse Effect, there are no restrictions on the ability of any Loan Party or any of their respective Restricted Subsidiaries to (i) use or exploit the Real Property Rights and Interests in the manner currently used or exploited, or (ii) transfer the Real Property Rights and Interests, except, in each case, any restrictions imposed by applicable law or the terms of the Real Property Rights and Interests.
(e) Other than as could not reasonably be expected to have a Material Adverse Effect, (i) no Loan Party nor any of their respective Restricted Subsidiaries has received any notice, whether written or oral, from any Governmental Authority or any Person of any revocation, annulment, suspension, expropriation, or challenge to ownership, adverse claim or intention to revoke, expropriate or challenge the interest of any Loan Party or any of their respective Restricted Subsidiaries in any of the Real Property Rights and Interests and (ii) to the
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knowledge of the Loan Parties, there is no intention or proposal to give such notice. Other than as could not reasonably be expected to have a Material Adverse Effect, there are no disputes regarding boundaries, easements, rights of way, covenants or other matters relating to any of the Real Property Rights and Interests.
(f) Other than as could not reasonably be expected to have a Material Adverse Effect, the Loan Parties and the Restricted Subsidiaries have all surface rights, including fee simple estates, leases, easements, rights of way and permits or licences from landowners or Governmental Authorities permitting the use of land by the Loan Parties and Restricted Subsidiaries, and the Real Property Rights and Interests that are required as at the date of this Agreement to conduct its current operations.
(g) Other than as could not reasonably be expected to have a Material Adverse Effect, the execution, delivery and performance of this Agreement by the Loan Parties will not violate, conflict with or result in a violation or breach of any provision of, or require a consent, approval or notice under or constitute a default under or result in a right of termination under or with respect to any Real Property Rights and Interests.
(h) No Loan Party nor any of their respective Restricted Subsidiaries, nor to the knowledge of the Loan Parties, any Person which owns or controls any Loan Party has been notified by any Governmental Authority, that any Loan Party or any of their respective Restricted Subsidiaries is: (A) ineligible to receive any mining permit (including any surface mining permit); or (B) under investigation to determine whether their eligibility to receive such permits should be revoked, other than any such ineligibility or revocation which could not reasonably be expected to have a Material Adverse Effect.
(i) There is no present or threatened (in writing) expropriation of the property or assets of any Loan Party or any other Restricted Subsidiary, which expropriation could reasonably be expected to have a Material Adverse Effect.
5.09 Environmental Compliance.
Except as could not reasonably be expected to have a Material Adverse Effect:
(a) Each of the facilities and real properties owned, leased or operated by any Loan Party or any Restricted Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Restricted Subsidiary at such time (the “Businesses”),
and, to the knowledge of the Responsible Officers of the Loan Parties, there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.
(b) None of the Facilities contains, or, to the knowledge of the Responsible Officers of the Loan Parties, has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws.
(c) No Loan Party nor any Restricted Subsidiary has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any
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Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Restricted Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law.
(e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party or any Restricted Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Restricted Subsidiary, the Facilities or the Businesses.
(f) There has been no release or, to the knowledge of the Responsible Officers of the Loan Parties, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of any Loan Party or any Restricted Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.
(g) There have been no accidents, explosions, implosions, collapses or flooding at or otherwise related to the properties owned or operated by any Loan Party or any other Restricted Subsidiary for which any Loan Party or any other Restricted Subsidiary has any pending or ongoing liability or reasonably expects to incur liability.
5.10 Insurance.
The properties of the Loan Parties and their Restricted Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party or the applicable Restricted Subsidiary operates.
5.11 Taxes.
Each Loan Party and its Restricted Subsidiaries have filed all federal, state, provincial, territorial and other material tax returns and reports required to be filed, and have paid all federal, state, provincial, territorial and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (i) those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or (ii) those where the failure to file or pay could not reasonably be expected to have a Material Adverse Effect. There is no proposed tax assessment against any Loan Party or any Restricted Subsidiary that would, if made, have a Material Adverse Effect.
5.12 ERISA Compliance, Canadian Pension Plans.
(a) Each Plan is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state Laws except as could not reasonably be expected to have
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a Material Adverse Effect. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter or is subject to a favorable opinion letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code, or an application for such a letter is currently being processed by the IRS. To the best knowledge of the Loan Parties, nothing has occurred that would reasonably be expected to prevent or cause the loss of such tax-qualified status.
(b) There are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.
(c) (i) No ERISA Event has occurred, and no Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan; (ii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Internal Revenue Code) is 60% or higher and no Loan Party nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iii) no Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (iv) no Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan, in each case, with respect to (i) through (v), could not reasonably be expected to result in a Material Adverse Effect.
(d) The Borrower represents and warrants as of the Closing Date that the Borrower is not and will not be (i) an employee benefit plan subject to Title I of ERISA; (ii) a plan or account subject to Section 4975 of the Internal Revenue Code; (iii) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Internal Revenue Code; or (iv) a “governmental plan” within the meaning of ERISA.
(e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than (i) on the Closing Date, those listed on Schedule 5.12 and (ii) thereafter, Pension Plans not otherwise prohibited by this Agreement.
(f) The Borrower represents and warrants as of the Closing Date that the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwise) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments.
(g) (i) Each Canadian Pension Plan is in compliance with the applicable provisions of all Laws except as could not reasonably be expected to have a Material Adverse Effect, (ii)
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each Canadian Pension Plan has received a confirmation of registration from the Canada Revenue Agency and, to the best knowledge of the Loan Parties, nothing has occurred that would reasonably be expected to prevent or cause the loss of such registered status, and (iii) each Loan Party and each Subsidiary has made all required contributions to each Canadian Pension Plan in accordance with applicable Laws and the terms of such plan.
(h) There are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Canadian Pension Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Canadian Pension Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.
(i) As of the Closing Date, no Loan Party or Subsidiary maintains, contributes to, or has any liability or contingent liability with respect to, a Canadian Defined Benefit Pension Plan.
5.13 Subsidiaries.
Set forth on Schedule 5.13 is a complete and accurate list of each Subsidiary of any Loan Party, together with (i) its jurisdiction of organization, (ii) the number of shares of each class of Equity Interests of such Subsidiary outstanding, and (iii) the number and percentage of outstanding shares of each such class owned (directly or indirectly) by any Loan Party or any Subsidiary, in each case, as of the Closing Date. The outstanding Equity Interests of each Restricted Subsidiary of any Loan Party are validly issued, fully paid and non-assessable.
5.14 Margin Regulations; Investment Company Act.
(a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 8.01(e) will be margin stock.
(b) None of the Borrower or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
5.15 Disclosure.
No written report, financial statement, certificate or other information (other than projected financial information or information of a general industry or economic nature) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood
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that (i) projections are as to future events and are not to be viewed as facts, (ii) projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Restricted Subsidiaries, (iii) no assurance can be given that any particular projections will be realized and (iv) actual results during the period or periods covered by any such projections may differ significantly from the projected results and such differences may be material). As of the Closing Date, the information included in the Beneficial Ownership Certification (if required) is true and correct in all respects.
5.16 Compliance with Laws.
Each Loan Party and Restricted Subsidiary is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
5.17 Intellectual Property.
Each Loan Party and each Restricted Subsidiary owns, or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, industrial designs, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, except as could not reasonably be expected to have a Material Adverse Effect. Except for such claims and infringements that could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any IP Rights or the validity or effectiveness of any IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Restricted Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Restricted Subsidiary does not infringe on the rights of any Person.
5.18 Solvency.
As of the Closing Date, the Loan Parties are Solvent on a consolidated basis.
5.19 Perfection of Security Interests in the Collateral.
At all times prior to the Collateral Release Event, the Liens granted to the Administrative Agent pursuant to the Collateral Documents with respect to the Collateral (i) assuming proper recordation or filing of any such documents, upon the proper recordation thereof, constitute valid and subsisting Liens of record on such rights, title or interest as such Loan Party shall from time to time have in all property subject thereto, (ii) to the extent required by the Collateral Documents, constitute perfected security interests in such rights, title or interest as such Loan Party shall from time to time have in all personal property included in the Collateral, and (iii) are subject to no Liens except Permitted Liens. To the extent required by the Collateral Documents, all such action as is necessary has been taken to establish and perfect the Administrative Agent’s rights in and to the Collateral, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation or filing of any such documents). To the extent required by the Collateral Documents, the Loan Parties have properly delivered or caused to be delivered, or provided control of, to the Administrative Agent all Collateral that requires perfection of the Lien described above by possession or control.
5.20 Business Locations; Taxpayer Identification Number.
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Set forth on Schedule 5.20(a) is the jurisdiction of organization, chief executive office, exact legal name, U.S. or Canadian tax payer identification number and organizational identification number of each Loan Party as of the Closing Date. Except as set forth on Schedule 5.20(b), no Loan Party has during the five years preceding the Closing Date (i) changed its legal name, (ii) changed its jurisdiction of formation or (iii) been party to a merger, amalgamation, consolidation or other change in structure.
5.21 Labor Matters.
No Loan Party or any other Restricted Subsidiary is party to any collective bargaining agreement or has any labor union been recognized as the representative of its employees except as set forth on Schedule 5.21. The Loan Parties know of no pending, threatened or contemplated strikes, work stoppage or other collective labor disputes involving employees of any Loan Party or any other Restricted Subsidiary that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
5.22 Mining Rights.
The Real Property Rights and Interests held by the Loan Parties and each other Restricted Subsidiary include all rights and interest that are required in connection with the operation of the Kensington Mine, the Rochester Mine, the Palmarejo Mine, the Wharf Mine, the Las Chispas Mine, the Rainy River Mine and the New Afton Mine (to the extent such mines remain owned by any Loan Party or Restricted Subsidiary). Without limiting the generality of the foregoing, the Real Property Rights and Interests include all surface and other rights as are necessary for access rights, Water Rights, plant sites, tailings disposal, waste dumps, ore dumps, abandoned heaps or ancillary facilities which may be reasonably required in connection with each such mine, other than any rights which the failure to obtain could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Real Property Rights and Interests with respect to the Kensington Mine, the Rochester Mine, the Palmarejo Mine, the Wharf Mine, the Rainy River Mine, the New Afton Mine or the Las Chispas Mine are sufficient in scope and substance for the operation of each mine owned or operated by the Loan Parties or any other Restricted Subsidiary, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
5.23 OFAC.
None of the Loan Parties, nor any of their Subsidiaries, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director, officer or employee thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, the Canadian Sanctions List or HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List or (iii) located, organized or resident in a Designated Jurisdiction.
5.24 Anti-Corruption Laws.
The Loan Parties and their Subsidiaries have conducted their businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada) and other similar anti-corruption legislation in other jurisdictions to which the Borrower and the Restricted Subsidiaries are subject and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.
5.25 No Affected Financial Institution.
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No Loan Party is an Affected Financial Institution.
5.26 No Covered Entity.
No Loan Party is Covered Entity.
ARTICLE VI
AFFIRMATIVE COVENANTS
Until the Facility Termination Date, each Loan Party shall and shall cause each Restricted Subsidiary to:
6.01 Financial Statements.
Deliver to the Administrative Agent (for transmittal to each Lender):
(a) as soon as available, but in any event within ninety days after the end of each fiscal year of the Borrower (or, if earlier, the date required to be filed with the SEC), commencing with the fiscal year ending December 31, 2026, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification (other than due to the Maturity Date of the Loans) or exception or any qualification or exception as to the scope of such audit; and
(b) as soon as available, but in any event within forty-five days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (or, if earlier, the date required to be filed with the SEC), commencing with the fiscal quarter ending March 31, 2026, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.
(c) If the Borrower has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by this Section 6.01 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Borrower and its
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Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Borrower.
As to any information contained in materials furnished pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such information under Section 6.01(a) or 6.01(b), but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Section 6.01(a) or 6.01(b) at the times specified therein.
6.02 Certificates; Other Information.
Deliver to the Administrative Agent (for transmittal to each Lender), in form and detail satisfactory to the Administrative Agent:
(a) [reserved];
(b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and 6.01(b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower (which delivery may be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);
(c) not later than 60 days after the beginning of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2025), (i) an updated consolidated life of mine model of the Borrower and the Restricted Subsidiaries including the Kensington Mine, the Rochester Mine, the Wharf Mine, the Palmarejo Mine, the Rainy River Mine, the New Afton Mine and the Las Chispas Mine (to the extent such mines remain owned by any Loan Party or Restricted Subsidiary) and (ii) an annual business plan and financial forecast of the Borrower and its Restricted Subsidiaries containing, among other things, pro forma financial statements for each quarter of such fiscal year;
(d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the equity holders of any Loan Party or any Restricted Subsidiary, and copies of all annual, regular, periodic and special reports and registration statements which a Loan Party or any Restricted Subsidiary may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(e) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Restricted Subsidiary, or any audit of any of them;
(f) promptly after the furnishing thereof, copies of any material statement or report furnished to any holder of debt securities of any Loan Party or any Restricted Subsidiary having a principal amount in excess of the Threshold Amount pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02;
(g) promptly, and in any event within ten Business Days after receipt thereof by any Loan Party or any Restricted Subsidiary, copies of each material notice or other material
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correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Restricted Subsidiary;
(h) promptly, such additional information regarding the business, financial or corporate affairs of any Loan Party or any Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent (including at the request of any Lender) may from time to time reasonably request; and
(i) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, the Canadian AML Acts and the Beneficial Ownership Regulation.
Documents required to be delivered pursuant to Section 6.01(a) or 6.01(b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents (A) are available on the website of the SEC at http://www.sec.gov or (B) are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent); provided that in the case of documents that are not available on the website of the SEC at http://www.sec.gov, (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent (by e-mail) of the posting of any such documents and provide to the Administrative Agent by e-mail electronic versions (i.e., soft copies) of such documents, if requested. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
The Borrower hereby acknowledges that (a) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although
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it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and any Affiliate thereof shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”
6.03 Notices.
Promptly notify the Administrative Agent and each Lender of:
(a) the occurrence of any Default.
(b) any matter specific to the Loan Parties or any other Restricted Subsidiary that has resulted or could reasonably be expected to result in a Material Adverse Effect.
(c) the occurrence of any ERISA Event or any failure by Loan Party or any Subsidiary to perform its obligations under a Canadian Pension Plan that could reasonably be expected to result in liability in excess of the Threshold Amount.
(d) any notice of an Environmental Claim against a Loan Party or other Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect.
(e) any notice or knowledge of an accident, explosion, implosion, collapse or flooding at or otherwise related to the properties owned or operated by a Loan Party or any other Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect.
(f) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default (or similar event) under any mineral rights to which the any Loan Party or any other Restricted Subsidiary is a party or by which any Loan Party or any other Restricted Subsidiary or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect.
Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with reasonable particularity any and all provisions of this Agreement and any other Loan Document that have been breached.
6.04 Payment of Taxes.
Pay and discharge, as the same shall become due and payable, all its material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by such Loan Party or such Restricted Subsidiary.
6.05 Preservation of Existence, Etc.
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(a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05.
(b) Take all reasonable action to maintain (i) all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business and (ii) if applicable, its good standing under the Laws of the jurisdiction of its organization, except, in each case, to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.
(c) Preserve or renew all of its IP Rights, the non-preservation or non-renewal of which could reasonably be expected to have a Material Adverse Effect.
6.06 Maintenance of Properties.
(a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect or in a transaction permitted by Section 7.04 or 7.05.
(b) Make all necessary repairs thereto and renewals and replacements thereof, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
(c) Except as permitted by Section 7.04 and Section 7.05, maintain all material Mining Rights which are required in connection with the operation of its mines as they are operated at any time, and obtain such other surface and other rights as are necessary for access rights, Water Rights, plant sites, tailings disposal, waste dumps, ore dumps, abandoned heaps or ancillary facilities which are required in connection with each mine, in each case, sufficient in scope and substance for the operation of each mine then owned or operated by any Loan Party or any other Restricted Subsidiary as they are operated at any time, except, in each case, where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
6.07 Maintenance of Insurance.
Maintain in full force and effect insurance (including worker’s compensation insurance, liability insurance, casualty insurance and business interruption insurance) with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Loan Party or such Restricted Subsidiary operates.
6.08 Compliance with Laws and Contracts.
(a) Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
(b) Comply with the requirements of all Contractual Obligations applicable to it or to its business or property, except in such instances in which the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
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6.09 Books and Records.
Maintain proper books of record and account, in which full, true and correct, in all material respects, entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such Loan Party or such Restricted Subsidiary, as the case may be.
6.10 Inspection Rights.
Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its chief executive offices and material properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent and the Lenders shall not exercise their right to visit and inspect the chief executive offices and each material property of the Borrower and its Subsidiaries more often than one (1) time during any calendar year at the Borrower’s expense and any such visit and/or inspection shall be coordinated in advance with the Administrative Agent so as to minimize the burden (both financial and logistical) upon the Borrower to the extent reasonably possible; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time during normal business hours without advance notice. During such visits and inspections the Administrative Agent or Lender representatives and contractors shall comply with all applicable health, safety, and security rules, policies, and instructions, to the extent requested by the Borrower, and shall not materially interfere with ordinary business operations.
6.11 Debt Ratings. On and after the Collateral Release Event, use commercially reasonable efforts to maintain at least two Debt Ratings.
6.12 ERISA Compliance.
Except as could not reasonably be expected to have a Material Adverse Effect, to, and cause each of its ERISA Affiliates to do, each of the following: (a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state Law; (b) cause each Plan that is qualified under Section 401(a) of the Internal Revenue Code to maintain such qualification; and (c) make all required contributions to any Plan subject to Section 412, Section 430 or Section 431 of the Internal Revenue Code. Except as could not reasonably be expected to have a Material Adverse Effect, to, and cause each of its Subsidiaries to do, each of the following: (a) maintain each Canadian Pension Plan in compliance in all material respects with the applicable provisions of all Laws; (b) cause each Canadian Pension Plan that has received a confirmation of registration from the Canada Revenue Agency to maintain such registered status; and (c) make all required contributions to any Canadian Pension Plan in accordance with applicable Laws and the terms of such plan.
6.13 Additional Guarantors.
Within forty-five (45) days (or such later date as the Administrative Agent may agree in its sole discretion) after any Person becomes a Domestic Subsidiary (unless such Domestic Subsidiary is an Excluded Subsidiary) or any Domestic Subsidiary ceases to be an Excluded Subsidiary, cause such Person to (a) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose,
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and (b) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent.
6.14 Pledged Assets.
(a) Equity Interests. At all times prior to the Collateral Release Event, cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (excluding any Collateral Foreign Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Collateral Foreign Subsidiary directly owned by any Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents, and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may request including, any filings and deliveries to perfect such Liens and, if reasonably requested, favorable opinions of counsel all in form and substance reasonably satisfactory to the Administrative Agent.
(b) Notwithstanding anything herein to the contrary, with respect to pledges of, or grants of security interests in, assets acquired by a Loan Party after the Closing Date (including Equity Interests of newly-acquired Restricted Subsidiaries), the Loan Parties shall have forty-five (45) days (or such longer period as agreed by the Administrative Agent in its sole discretion) after the date of such acquisition to comply with the requirements of clause (a) above.
(c) Collateral Release Event. Following the occurrence of a Collateral Release Event and provided no Event of Default has occurred and is continuing, the Administrative Agent shall promptly release the Liens and security interests in the Collateral securing the Obligations, all at the expense of the Borrower.
6.15 Anti-Corruption Laws.
Conduct its businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada) and other similar anti-corruption legislation in other jurisdictions to which the Borrower and the Restricted Subsidiaries are subject and maintain policies and procedures designed to promote and achieve compliance with such laws.
6.16 Post-Closing Matters.
Within the applicable time period specified therefore in such Schedule (or by such later date as the Administrative Agent may agree in its sole discretion), do, or cause to be done, those certain action(s) specified in Schedule 6.16.
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ARTICLE VII
NEGATIVE COVENANTS
Until the Facility Termination Date, no Loan Party shall, nor shall it permit any Restricted Subsidiary to, directly or indirectly:
7.01 Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens securing the Obligations pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased;
(c) Liens (other than Liens imposed under ERISA or in respect of a Canadian Pension Plan) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) Liens of carriers, landlords, warehousemen, mechanics, materialmen and repairmen or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 45 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security and employee health and disability benefits (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements), other than any Lien imposed by ERISA (including pledges and deposits of cash and Cash Equivalents to secure letters of credit issued to assure payment of such obligations);
(f) deposits or customary pledges to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, insurance, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section
8.01\(h\);
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(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that such Liens do not at any time encumber any property other than the property financed by such Indebtedness and proceeds and products thereof;
(j) (i) leases or subleases granted to others not interfering in any material respect with the business of any Loan Party or any Restricted Subsidiary, and (ii) contractual Liens of suppliers (including sellers of goods) or customers granted in the ordinary course of business to the extent limited to the property or assets relating to such contract;
(k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(a);
(m) normal and customary bankers’ liens and rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(o) Liens on property of a Person which Liens exist at the time such Person becomes a Restricted Subsidiary or is merged with or into, amalgamated into or consolidated with the Borrower or any Restricted Subsidiary; provided that such Liens were in existence prior to the contemplation of such Person becoming a Restricted Subsidiary or such merger, amalgamation or consolidation and do not extend to any assets other than those of the Person that becomes a Restricted Subsidiary or is merged with or into, amalgamated into or consolidated with the Borrower or any Restricted Subsidiary;
(p) Liens on property (including Equity Interests) existing at the time of acquisition of the property by the Borrower or any Restricted Subsidiary; provided that such Liens were in existence prior to such acquisition and not incurred in contemplation of, such acquisition;
(q) Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;
(r) Liens on cash or Cash Equivalents arising in connection with the defeasance, discharge or redemption of Indebtedness;
(s) grants of intellectual property licenses (including software and other technology licenses) in the ordinary course of business;
(t) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;
(u) Liens on the Equity Interests of Coeur Mexicana securing the Franco-Nevada Agreement;
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(v) Liens on the assets of any Restricted Subsidiary that is not a Guarantor and which secure Indebtedness or other obligations of such Restricted Subsidiary (or of another Restricted Subsidiary that is not a Guarantor) that are permitted to be incurred under Section 7.03;
(w) Liens incurred with respect to obligations in an aggregate principal amount at any time outstanding, when taken together with all other obligations secured pursuant to this clause (w), not to exceed, as of any date of incurrence, the greater or (i) $300,000,000 and (ii) 6.0% of Consolidated Net Tangible Assets as of such date of incurrence; provided that to the extent such Liens attach to any Collateral (other than (x) Liens on cash and Cash Equivalents, together with any related deposit or securities account, (y) nonconsensual Liens arising as a matter of law, and (z) for the avoidance of doubt, Liens on assets that would constitute Collateral but for the fact that such assets constitute Excluded Property as a result of or in connection with the relevant Liens permitted under this clause), such Liens shall be subordinated to the Liens of the Administrative Agent under the Collateral Documents pursuant to a Lien subordination agreement in form and substance reasonably satisfactory to the Administrative Agent;
(x) Liens constituting encumbrances on mining properties of the Borrower or any of its Restricted Subsidiaries in respect of mineral royalties (i) granted in compliance with Section 7.05 or (ii) encumbering any mining property acquired by the Borrower or any of its Restricted Subsidiaries at the time of the acquisition of such property; provided, that, in the case of this clause (ii), (A) such royalty is not granted in connection with, or in anticipation of such acquisition (unless such royalty was retained by the seller of such mining property by express agreement with the Borrower or the relevant Restricted Subsidiary in connection with the sale of such property and such retention was reflected in the consideration paid by the Borrower or the relevant Restricted Subsidiary), and (B) such Liens only encumber the mining property acquired in such acquisition;
(y) Permitted Encumbrances;
(z) Liens solely on any cash earnest money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any Permitted Acquisition or other permitted purchase of capital assets;
(aa) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(bb) Liens on concentrates or minerals or the proceeds of sale of such concentrates or minerals arising or granted pursuant to a processing arrangement entered into in the ordinary course of business, securing the payment of a portion of the fees, costs and expenses attributable to the processing of such concentrates or minerals under any such processing arrangement;
(cc) Liens solely on cash or Cash Equivalents in an aggregate amount not to exceed $15,000,000 at any time securing obligations under Swap Contracts or Cash Management Agreements in the ordinary course of business;
(dd) Liens to secure any Permitted Refinancing Indebtedness with respect to any Indebtedness secured by Liens permitted by clause (b) or clause (o) above; provided, that the new Lien is limited to all or part of the same property and assets that secured the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and
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(ee) Liens imposed by applicable law for normal course contributions to Canadian Pension Plans that are not yet due and payable.
7.02 Investments.
Make any Investments, except:
(a) Investments in the form of cash or Cash Equivalents;
(b) Investments existing as of the Closing Date and set forth on Schedule 7.02 and any Investment consisting of an extension, modification or renewal of any such Investment;
(c) [reserved];
(d) Investments made as a result of the receipt of non-cash consideration from a Disposition that was made pursuant to and in compliance with Section 7.05;
(e) any acquisition of assets or Equity Interests solely in exchange for the issuance of Equity Interests (other than Disqualified Equity Interests) of the Borrower;
(f) Investments received in compromise or resolution of (i) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (ii) litigation, arbitration or other disputes;
(g) Swap Contracts permitted by Section 7.03(d);
(h) (i) Guarantees permitted by Section 7.03; provided that if such Indebtedness can only be incurred by a Loan Party, then such Guarantees are only permitted by this clause (h) to the extent made by a Loan Party, and (ii) performance guarantees with respect to obligations incurred by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business that are permitted by this Agreement;
(i) Investments acquired after the Closing Date as a result of the acquisition by the Borrower or any Restricted Subsidiary of another Person, including by way of a merger, amalgamation or consolidation with or into the Borrower or any of its Restricted Subsidiaries in a transaction that is not prohibited by Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;
(j) [reserved];
(k) Guarantees by the Borrower or any Restricted Subsidiary of operating leases (other than capital leases) or of other obligations that do not constitute Indebtedness, in each case entered into by any Restricted Subsidiary in the ordinary course of business;
(l) receivables owing to the Borrower or any Restricted Subsidiary created or acquired in the ordinary course of business;
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(m) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business;
(n) Investments in escrow or trust funds in the ordinary course of business;
(o) Permitted Bond Hedge Transactions which constitute Investments;
(p) [reserved];
(q) other Investments provided that (i) no Default shall exist or shall result therefrom and (ii) the Loan Parties are in compliance with the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) after giving effect to such Investment on a Pro Forma Basis;
(r) Permitted Acquisitions; provided that the Persons or assets subject to such Acquisition are not located, organized or resident in a Designated Jurisdiction.
(s) payroll, travel, commission, entertainment, relocation and similar advances to employees or officers of any Loan Party or any Restricted Subsidiary to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
(t) loans or advances to employees or officers of any Loan Party or any Restricted Subsidiary in the ordinary course of business in an aggregate amount not in excess of $10,000,000 with respect to all loans or advances made since the Closing Date (without giving effect to the forgiveness of any such loan); and
(u) Investments made in connection with the funding of contributions under any non-qualified retirement plan or similar employee compensation plan in an amount not to exceed the amount of compensation expense recognized by any Loan Party and or Restricted Subsidiary in connection with such plans.
Notwithstanding the foregoing, no Acquisition of the Equity Interests of another Person shall be permitted by this Agreement unless the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition.
7.03 Indebtedness.
Create, incur, assume or suffer to exist any Indebtedness, except:
(a) Indebtedness under the Loan Documents;
(b) Indebtedness outstanding on the Closing Date set forth on Schedule 7.03;
(c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Restricted Subsidiary that is not a Loan Party such Indebtedness shall be unsecured and be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent;
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(d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person in the ordinary course of business, and not for purposes of speculation;
(e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) incurred to finance all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Loan Parties or any of the Restricted Subsidiaries and renewals, refinancings and extensions thereof, provided that the aggregate outstanding principal amount of all such Indebtedness shall not exceed the greater of (x) $300,000,000 and (y) 6% of Consolidated Net Tangible Assets as of such date of incurrence;
(f) the Senior Notes, the Senior Exchange Notes, and the New Gold Notes, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (f), not to exceed, as of any date of incurrence, the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged;
(g) to the extent constituting Indebtedness, obligations in respect of Cash Management Agreements;
(h) to the extent constituting Indebtedness, obligations in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, bankers’ acceptances, performance, bid, surety, appeal, reclamation, remediation and similar bonds and completion guarantees (not for borrowed money) provided in the ordinary course of business;
(i) to the extent constituting Indebtedness, obligations arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five (5) Business Days;
(j) Indebtedness of any Person incurred and outstanding on or prior to the date on which such Person became a Restricted Subsidiary or was acquired by, or merged or amalgamated into or arranged or consolidated with, the Borrower or any of its Restricted Subsidiaries (other than Indebtedness incurred in contemplation of, or in connection with, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary of or was otherwise acquired by the Borrower); provided that (i) no Event of Default shall have occurred and be continuing or would result from such Indebtedness and (ii) the Loan Parties are in compliance with the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section
6.01\(a\) or \(b\) after giving effect to such Indebtedness on a Pro Forma Basis;
(k) to the extent constituting Indebtedness, obligations consisting of unpaid insurance premiums owed to any Person providing property, casualty, liability or other insurance to any Loan Party or any other Restricted Subsidiary in any fiscal year, pursuant to reimbursement or indemnification obligations to such Person; provided that such Indebtedness is incurred only to defer the cost of such unpaid insurance premiums for such fiscal year and is outstanding only during such fiscal year;
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(l) to the extent constituting Indebtedness, obligations outstanding under Deferred Revenue Financing Arrangements;
(m) other unsecured Indebtedness provided that (i) no Default shall exist or shall result therefrom and (ii) the Loan Parties are in compliance with the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) after giving effect to the incurrence of such Indebtedness (and the use of proceeds thereof) on a Pro Forma Basis;
(n) [reserved];
(o) Guarantees with respect to Indebtedness permitted under this Section 7.03; provided that, if the Indebtedness being Guaranteed is subordinated to or pari passu with the Obligations, then the Guarantee must be subordinated or pari passu, as applicable to the same extent as the Indebtedness Guaranteed;
(p) Permitted Refinancing Indebtedness incurred in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Agreement to be incurred under Section 7.03(b), (f), (j), (m) or (p);
(q) additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding not to exceed, as of any date of incurrence, the greater of (x) $300,000,000 and (y) 6.0% of Consolidated Net Tangible Assets as of such date of incurrence; and
(r) Indebtedness incurred in connection with Prepaid Metals Transactions entered into between the Borrower or any Restricted Subsidiary and any Lender (or Affiliate of a Lender) in an aggregate principal amount not to exceed $250,000,000.
7.04 Fundamental Changes.
Merge, amalgamate, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Guarantor (provided that the Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor and the Loan Parties shall comply with Section 6.14 in connection therewith);
(b) (i) any Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Foreign Subsidiary and (ii) any Domestic Subsidiary that is not a Guarantor may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Domestic Subsidiary that is not a Guarantor;
(c) any Restricted Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any
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Guarantor; provided that, with respect to any such disposition by any Restricted Subsidiary that is not a Guarantor, the consideration for such disposition shall not exceed the fair market value of such assets;
(d) (i) any Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Restricted Subsidiary that is not a Guarantor and (ii) any Domestic Subsidiary that is not a Guarantor may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Domestic Subsidiary that is not a Guarantor;
(e) Dispositions permitted by Section 7.05;
(f) any Investment permitted by Section 7.02 may be structured as, or consummated pursuant to, a merger, consolidation or amalgamation; provided, that in the case of any such merger, consolidation or amalgamation of (i) the Borrower, the Borrower shall be the continuing, surviving or resulting entity or (ii) any other Loan Party, the surviving, continuing or resulting legal entity of such merger, consolidation or amalgamation is a Loan Party (or substantially simultaneously with such transaction, the continuing, surviving or resulting entity shall become a Guarantor) and, in all cases, such Loan Parties shall comply with Section 6.14 in connection therewith; or
(g) any Restricted Subsidiary may liquidate, wind-up or dissolve itself after having disposed of all or substantially all of its assets in a transaction permitted by another clause of this Section 7.04.
7.05 Dispositions.
Make any Disposition except:
(a) any single Disposition or series of related Dispositions that involves assets having a fair market value of less than $15,000,000;
(b) any Disposition between or among Loan Parties, between or among Restricted Subsidiaries that are not Loan Parties or by any Restricted Subsidiaries that are not Loan Parties to any Loan Party;
(c) the sale, lease or other transfer of products, services or accounts receivable in the ordinary course of business (including the sale of gold and gold bearing material pursuant to the Franco-Nevada Agreement (but not including other sales of royalty or stream interests)) and any sale or other Disposition of damaged, worn-out or obsolete assets in the ordinary course of business (including the abandonment or other Disposition of intellectual property that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries taken as whole);
(d) the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property in the ordinary course of business which do not materially interfere with the business of the Borrower and its Restricted Subsidiaries;
(e) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;
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(f) to the extent constituting a Disposition, the granting of Permitted Liens;
(g) the sale or other disposition of cash or Cash Equivalents;
(h) to the extent constituting a Disposition, any Restricted Payment permitted by Section 7.06 or any Investment permitted by Section 7.02;
(i) the settlement or early termination of any Permitted Bond Hedge Transaction and the settlement or early termination of any related Permitted Warrant Transaction;
(j) Dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;
(k) any sale of Equity Interests or Indebtedness or other securities of an Unrestricted Subsidiary;
(l) sales of assets received by the Borrower or any Restricted Subsidiary upon foreclosures on a Lien;
(m) to the extent constituting a Disposition, the unwinding of any Swap Contract;
(n) any Dispositions to the extent required by, or made pursuant to customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding agreements;
(o) other Dispositions so long as (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of (as reasonably determined by the Borrower in good faith), (ii) no Default exists or would result therefrom, (iii) such transaction does not involve the sale or other disposition of a minority Equity Interest in any Guarantor (except, for the avoidance of doubt, for any such Guarantor being concurrently designated as an Unrestricted Subsidiary in accordance with the requirements of Section 7.16), (iv) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 7.05, (v) the Loan Parties are in compliance with the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basis and (vi) upon giving effect to such Disposition, the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Restricted Subsidiaries in all such transactions shall not exceed an amount equal to 7.5% of Consolidated Total Assets per fiscal year of the Borrower (as set forth in the most recently delivered financial statements pursuant to Section 6.01); provided that, for purposes of clause (i) above, any Designated Non-cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (o) that is at that time outstanding, not to exceed the greater of (x) $30,000,000 and (y) 2.5% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be treated as cash;
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(p) the lease or sublease of office space; and
(q) the abandonment, farm-out, lease, assignment, sub-lease, license or sub-license of any real or personal property in the ordinary course of business.
Notwithstanding the foregoing (a) any sale, lease, conveyance or other disposition or transfer, directly or indirectly, of (i) any Equity Interests in any of Coeur Alaska, Coeur Rochester or Wharf and/or (ii) any or all of the assets or property comprising the Kensington Mine, the Rochester Mine, the Wharf Mine, the Rainy River Mine, the New Afton Mine, the Las Chispas Mine or the Palmarejo Mine (other than pursuant to the exclusion of Section 7.05(b) and other than transactions described in clause (b) below), and (b) any sale of royalty or stream interests in respect of the mining properties of the Borrower and its Restricted Subsidiaries (other than pursuant to the exclusion in Section 7.05(b)), may only be effected pursuant to Section 7.05(o).
7.06 Restricted Payments.
Declare or make, directly or indirectly, any Restricted Payment, except that:
(a) the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary) of, Equity Interests of the Borrower (other than Disqualified Equity Interests) or from the substantially concurrent contribution of common equity capital to the Borrower;
(b) the payment of any dividend (or, in the case of any partnership or limited liability Borrower, any similar distribution) by a Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis;
(c) any repurchase of Equity Interests deemed to occur upon (i) the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options or (ii) withholding by the Borrower of restricted stock to cover payment of taxes upon vesting of such restricted stock or the exercise of stock options;
(d) payments of cash, dividends, distributions, advances or other Restricted Payments by the Borrower or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Equity Interests of any such Person or of any Convertible Indebtedness;
(e) any payments in connection with a Permitted Bond Hedge Transaction and the settlement of any related Permitted Warrant Transaction (i) by delivery of shares of the Borrower’s common stock upon net share settlement thereof or (ii) by (A) set-off against the related Permitted Bond Hedge Transaction and (B) payment of an early termination amount thereof in common stock upon any early termination thereof;
(f) [reserved];
(g) [reserved];
(h) other Restricted Payments, provided that (i) no Default shall exist or shall result therefrom and (ii) the Loan Parties are in compliance with the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently
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ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) after giving effect to such Restricted Payment on a Pro Forma Basis;
(i) the payment of any dividend or consummation of an irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Section 7.06;
(j) the making of cash payments in connection with any conversion of Convertible Indebtedness with the proceeds of any payments received by the Borrower or any of its Restricted Subsidiaries pursuant to the exercise, settlement or termination of any related Permitted Bond Hedge Transaction; and
(k) payments or distributions to holders of the Equity Interests of the Borrower or any of its Restricted Subsidiaries pursuant to appraisal or dissenter rights required under applicable law or pursuant to a court order in connection with any merger, amalgamation, arrangement, consolidation or sale, assignment, conveyance, transfer, lease or other disposition of assets.
7.07 Change in Nature of Business.
Engage in any material line of business substantially different from those lines of business conducted by the Loan Parties and their Restricted Subsidiaries on the Closing Date or any business substantially related or incidental thereto or any reasonable extension thereof.
7.08 Transactions with Affiliates.
Enter into or permit to exist any transaction or series of transactions with any Affiliate of such Person involving aggregate payments or consideration in excess of $10,000,000, whether or not in the ordinary course of business, other than (a) advances of working capital to any Loan Party, (b) transactions between or among the Loan Parties and/or the Restricted Subsidiaries, (c) transactions expressly permitted by Section 7.02, Section
7.03, Section 7.04, Section 7.05 or Section 7.06, \(d\) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Borrower or any of
its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto, \(e\) payment of reasonable and customary fees and reimbursements of expenses \(pursuant to indemnity arrangements or otherwise\) of officers, directors,
employees or consultants of the Borrower or any of its Restricted Subsidiaries, \(f\) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by, merged into or amalgamated, arranged or
consolidated with the Borrower or any of its Restricted Subsidiaries; provided that such agreement was not entered into in contemplation of such acquisition, merger, amalgamation, arrangement or consolidation and any amendment thereto \(so
long as any such amendment is not more disadvantageous to the Lenders in any material respect than the applicable agreement as in effect on the date of such acquisition, merger, amalgamation, arrangement or consolidation\), \(g\) transactions
between the Borrower or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Borrower or any of its Restricted Subsidiaries; provided that such
director abstains from voting as a director of the Borrower or such Restricted Subsidiary, as the case may be, on any matter involving such other Person, \(h\) any transaction or series of related transactions for which the Borrower or any of its
Restricted Subsidiaries delivers to the Administrative Agent an opinion as to the fairness to the Borrower or the applicable Restricted Subsidiary of such transaction or series of related transactions from a financial point of view issued by an
accounting, appraisal or investment banking firm of national recognized standing qualified to perform the task for which it has been engaged
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and (i) except as otherwise specifically limited in this Agreement, other transactions which are on terms and conditions substantially as or more favorable to the Borrower and/or such Restricted Subsidiary, as applicable, as would be obtainable by it in a comparable arms-length transaction with a Person other than an Affiliate.
7.09 Burdensome Agreements.
(a) Enter into, or permit to exist, any Contractual Obligation (except for the Loan Documents) that encumbers or restricts the ability of any Restricted Subsidiary (other than a Loan Party) to (i) make Restricted Payments to any Loan Party (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Equity Interests), (ii) make loans or advances to any Loan Party (it being understood that the subordination of loans or advances made to the Borrower or any Restricted Subsidiary to other Indebtedness incurred by the Borrower or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances), or (iii) transfer any of its property to any Loan Party, except for (A) agreements governing other Indebtedness permitted under Section 7.03 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that in the good faith judgment of the Borrower, such encumbrances and restrictions will not materially affect the Borrower’s ability to repay the Obligations in accordance with their terms, (B) restrictions imposed by applicable Law, (C) any instrument governing Indebtedness or Equity Interests of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred, (D) customary non-assignment provisions in leases, subleases, licenses and other contracts entered into in the ordinary course of business, (E) purchase money obligations for property acquired in the ordinary course of business and capital leases that impose restrictions on the property purchased or leased of the nature described in clause (iii) above, (F) any agreement for the sale or other disposition of all or a portion of the Equity Interests or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, (G) Permitted Liens that limit the right of the debtor to dispose of the assets subject to such Liens, (H) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements and (I) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or imposed pursuant to other escrow or deposit arrangements permitted under this Agreement.
(b) Enter into, or permit to exist, any Contractual Obligation (except for the Loan Documents) that encumbers or restricts the ability of any such Person (other than a Foreign Subsidiary) to (i) pledge its property pursuant to the Loan Documents or (ii) act as a Loan Party pursuant to the Loan Documents, except for: (A) restrictions imposed by applicable Law, (B) any document or instrument governing Indebtedness incurred pursuant to Section 7.03(e) (provided, that any such restriction contained therein relates only to the asset or assets securing such Indebtedness), (C) any Permitted Lien or any document or instrument governing any Permitted Lien (provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (D) obligations that are binding on a Restricted Subsidiary at the
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time such Restricted Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (E) customary restrictions contained in an agreement related to the sale of property that limit the transfer of such property pending the consummation of such sale, (F) customary restrictions in leases, subleases, licenses and sublicenses, asset sale agreements, joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto (and/or to the assignability of such agreement), (G) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (H) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or imposed pursuant to other escrow or deposit arrangements permitted under this Agreement, and (I) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to Borrower or any Restricted Subsidiary than then customary market terms for Indebtedness of such type, so long as such restrictions do not restrict and are not violated by the Guarantees and Liens provided under, or required to be provided under, the Loan Documents as in effect on the date of entry into the relevant agreement or instrument. It is agreed, for the avoidance of doubt, that the restrictions contained in the Senior Notes, the Senior Exchange Notes, and the New Gold Notes (and restrictions applicable to any Permitted Refinancing Indebtedness in respect of the Senior Notes, the Senior Exchange Notes, the New Gold Notes or other future Indebtedness incurred pursuant to Section 7.03(p) which are not substantially more restrictive, taken as a whole, than such restrictions in the Senior Notes, the Senior Exchange Notes, or the New Gold Notes) do not violate the above provisions of this clause (b).
7.10 Use of Proceeds.
Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose in each case in a manner that violates Regulation T, U or X of the FRB.
7.11 Financial Covenants.
(a) Prior to (a) the Collateral Release Event and (b) the Borrower’s one-time election described in clause (ii) of the definition of “Applicable Rate”:
(i) Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio to be greater than 3.50:1.00 as of the end of each fiscal quarter of the Borrower; and
(ii) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio to be less than 3.00:1.00 as of the end of each fiscal quarter of the Borrower.
(b) On and after (a) the Collateral Release Event and (b) the Borrower’s one-time election described in clause (ii) of the definition of “Applicable Rate”:
(i) Net Debt to Capital Ratio. Permit the Net Debt to Capital Ratio to be greater than 60% as of the end of each fiscal quarter of the Borrower.
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7.12 Prepayment of Certain Indebtedness, Etc.
(a) If any Event of Default exists or would result therefrom or if to do so would violate any applicable subordination provisions or agreements with respect thereto, amend or modify any of the terms of any unsecured Indebtedness of the Borrower or any Restricted Subsidiary or any Indebtedness of the Borrower or any Restricted Subsidiary that is contractually subordinated in right of payment to the Obligations if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Restricted Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto.
(b) Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any unsecured Indebtedness of the Borrower or any Restricted Subsidiary or any Indebtedness of the Borrower or any Restricted Subsidiary that is contractually subordinated in right of payment to the Obligations except that so long as no Event of Default exists or would result therefrom or if to do so would not violate any applicable subordination provisions or agreements with respect thereto, the Borrower and its Restricted Subsidiaries may: (i) make such prepayments, redemptions or acquisitions for value if (A) the Loan Parties are in compliance with the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section
6.01\(a\) or \(b\) after giving effect to such prepayment, redemption or acquisition for value on a Pro Forma Basis \(and the Consolidated Net Leverage Ratio, as so calculated, shall not exceed 3.00 to 1.0\) and \(B\) after giving
effect thereto \(but excluding the proceeds thereof\), Liquidity shall be at least $50,000,000, \(ii\) \[reserved\], \(iii\) make such prepayments, redemptions or acquisitions for value of any intercompany Indebtedness, \(iv\) make prepayments,
redemptions or acquisitions for value in connection with a refinancing of such Indebtedness permitted by Section 7.03 or in any exchange for Equity Interests of the Borrower \(other than Disqualified Equity Interests\), and \(v\) make
such other prepayments, redemptions or acquisitions for value in an aggregate amount from and after the Closing Date not to exceed $10,000,000.
7.13 Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.
(a) In the case of a Loan Party or a direct Foreign Subsidiary of a Loan Party, amend, modify or change its Organization Documents in a manner materially adverse to the rights or interest of the Lenders.
(b) Change its fiscal year (other than, in the case of Restricted Subsidiaries, to change their fiscal year to coincide with the Borrower’s fiscal year).
(c) In the case of any Loan Party, without providing ten days prior written notice to the Administrative Agent (or such lesser period as the Administrative Agent may agree), change its name, jurisdiction of formation or form of organization.
7.14 Sanctions.
Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to
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any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, Lead Arrangers, Administrative Agent, L/C Issuer, Swingline Lender, or otherwise) of Sanctions.
7.15 Anti-Corruption
Laws.
Directly or indirectly use any Credit Extension or the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada) or other similar anti-corruption legislation in other jurisdictions to which the Borrower and the Subsidiaries are subject.
7.16 Designation of Subsidiaries.
Designate (i) any Subsidiary as an Unrestricted Subsidiary or (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; except that the Borrower may at any time after the Closing Date designate any Subsidiary as an Unrestricted Subsidiary or, to the extent otherwise meeting the definition of “Subsidiary,” any Unrestricted Subsidiary as a Restricted Subsidiary so long as at the time of such designation (and in the case of clause (c), (e), and (g) below, at all times thereafter):
(a) immediately before and after such designation, no Default shall have occurred and be continuing or shall be caused thereby;
(b) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) after giving effect to such designation on a Pro Forma Basis;
(c) with respect to any Person to be designated as an Unrestricted Subsidiary, (i) no Loan Party or any Subsidiaries thereof (other than the Person to be designated or any Subsidiary thereof) has any direct or indirect obligation to subscribe for additional Equity Interests of the Person to be designated, to guaranty or otherwise directly or indirectly provide credit support for such Person or to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, (ii) such Person is not a party to any material agreement or contract with the Borrower or any of its Subsidiaries (other than the Person to be designated or any Subsidiary thereof) except as expressly permitted by Section 7.08 and (iii) neither such Person nor any of its Subsidiaries shall own any Equity Interests or Indebtedness of the Borrower or any of its Subsidiaries;
(d) any designation of a Person as an Unrestricted Subsidiary shall be deemed an Investment in an amount equal to the fair market value immediately prior to such designation of the aggregate interest of the Borrower and its Restricted Subsidiaries in the Person so designated;
(e) upon the designation of any Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this Section 7.16, any outstanding Liens or Indebtedness of such Subsidiary must comply with Sections 7.01 and 7.03, respectively, and the Borrower and such Subsidiary shall comply with Sections 6.13 and 6.14 with respect to such Subsidiary;
(f) no Person may be designated as an Unrestricted Subsidiary more than once without the prior written consent of the Administrative Agent;
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(g) no Subsidiary owning any of the assets or property comprising the Kensington Mine, the Rochester Mine, the Wharf Mine, the Rainy River Mine, the New Afton Mine, the Las Chispas Mine or the Palmarejo Mine may be designated as an Unrestricted Subsidiary; and
(h) no Person may be designated as an Unrestricted Subsidiary if the Unrestricted Subsidiaries, on an aggregate basis, do or would comprise more than either (x) 10% of consolidated revenues of the Borrower and its Subsidiaries or (y) 10% of Consolidated Total Assets of the Borrower and its Subsidiaries.
Any such designation shall be evidenced by (i) providing notice to the Administrative Agent of the copy of the resolution of the board of directors of the Borrower giving effect to such designation and (ii) delivering to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying that such designation complies with the foregoing requirements.
7.17 Canadian Pension Matters.
Maintain, contribute to, or incur any liability or contingent liability in respect of a Canadian Defined Benefit Pension Plan without the prior written consent of the Administrative Agent.
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
8.01 Events of Default.
Any of the following shall constitute an “Event of Default”:
(a) Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) within three Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or
(b) Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a), 6.05(a), or 6.10 or Article VII; or
(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) (i) constituting a required delivery contained in Section 6.01 or 6.02 and such failure continues for five Business Days, or (ii) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty days; or
(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect in any material respect when made or deemed made; or
(e) Cross-Default. (i) Any Loan Party or any Restricted Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness
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hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded, provided, that this clause (B) shall not apply to (x) any mandatory offer to purchase as a result of the sale, transfer or other Disposition of assets, if such sale, transfer or other Disposition is permitted hereunder and under the documents providing for such Indebtedness (and, for the avoidance of doubt, the aggregate principal amount of such Indebtedness shall not be included in determining whether an Event of Default has occurred under this paragraph (e)) or (y) any conversion of, or trigger of conversion rights with respect to, any Convertible Indebtedness in accordance with its terms (whether or not such conversion is to be settled in cash or capital stock or a combination thereof, in each case so long as permitted by Section 7.06) unless such conversion results from any default or event of default by any Loan Party or Subsidiary thereunder or a “change of control”, “fundamental change” or similar occurrence thereunder; (ii) there occurs (A) under any Swap Contract, Permitted Bond Hedge Transaction or Permitted Warrant Transaction an Early Termination Date (as defined in such Swap Contract, Permitted Bond Hedge Transaction or Permitted Warrant Transaction) resulting from any event of default under such Swap Contract, Permitted Bond Hedge Transaction or Permitted Warrant Transaction as to which any Loan Party or any Restricted Subsidiary is the Defaulting Party (as defined in such Swap Contract, Permitted Bond Hedge Transaction or Permitted Warrant Transaction) (and, in the case of any Permitted Bond Hedge Transaction or Permitted Warrant Transaction, the Swap Termination Value cannot be satisfied by the issuance of common stock of the Borrower) or (B) under any Swap Contract, any Termination Event (as so defined) under such Swap Contract as to which any Loan Party or any Restricted Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Restricted Subsidiary as a result thereof is greater than the Threshold Amount; (iii) any one or more events described in each of the foregoing clauses (i) and (ii) occurs and the aggregate amount implicated thereby is greater than the Threshold Amount; or (iv) surety or performance bonds issued for the Borrower and its Restricted Subsidiaries (in an aggregate amount in excess of the Threshold Amount) shall have been drawn on or the beneficiaries in respect of such surety or performance bonds shall have elected to have the bonding company assume or provide for the assumption of the performance obligations covered thereby; or
(f) Insolvency Proceedings, Etc. Except as permitted by Section 7.04, any Loan Party or any Restricted Subsidiary (other than any Immaterial Subsidiary) institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or makes a proposal to its creditors or files notice of its intention to do so, institutes any other proceeding under applicable Law seeking to adjudicate it a bankrupt or an insolvent, or seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors, composition of it or its debts or any other similar relief; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian,
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conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty calendar days, or an order for relief is entered in any such proceeding; or
(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary (other than any Immaterial Subsidiary) admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty days after its issue or levy; or
(h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of the claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of thirty consecutive days during which such judgment has not been paid or discharged and a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or
(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount or (iii) any failure by any Loan Party or any Subsidiary to perform its obligations under a Canadian Pension Plan which has resulted or could reasonably be expected to result in liability of any Loan Party in an aggregate amount in excess of the Threshold Amount; or
(j) Invalidity of Loan Documents. (i) Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or upon the Facility Termination Date or satisfaction in full of all the Obligations, (A) ceases to be in full force and effect or (B) prior to the Collateral Release Event, ceases to give the Administrative Agent any material part of the Liens purported to be created thereby (except to the extent that any of the foregoing results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Loan Documents or to file UCC continuation statements; or (ii) any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or (iii) any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or
(k) Change of Control. There occurs any Change of Control; or
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(l) Mining. The termination or default (for which any relevant grace or cure period has expired) under any contract or license material to the rights of the Borrower or its Restricted Subsidiaries to exploit at the Rochester Mine, the Kensington Mine, the Wharf Mine, the Rainy River Mine, the New Afton Mine, the Las Chispas Mine or the Palmarejo Mine, which termination or default could reasonably be expected to have a Material Adverse Effect; provided that no such event described in this Section 8.01(l) shall cause an Event of Default for a period of up to 120 days following such event so long as (1) the Loan Parties are diligently appealing or disputing (or causing to be appealed or disputed) such termination or default or attempting to cure the same, (2) the Loan Parties continue to operate the Rochester Mine, the Wharf Mine, the Kensington Mine, the Rainy River Mine, the New Afton Mine, the Las Chispas Mine and/or the Palmarejo Mine, as applicable, as contemplated by this Agreement and the other Loan Documents and the enforcement of any such event is effectively stayed (or the other party to such contract or the issuer of such license is not exercising or overtly threatening to exercise termination or dispossessory remedies with respect thereto), and (3) at all times during such period, there has not occurred a Material Adverse Effect in connection with or as a result of such event.
8.02 Remedies Upon Event of Default.
If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:
(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;
(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;
(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and
(d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents or applicable Law or at equity;
provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.
8.03 Application of Funds.
After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the
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Obligations shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order:
First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;
Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;
Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;
Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment of Obligations then owing under any Secured Hedge Agreements, (c) payment of Obligations then owing under any Secured Cash Management Agreements and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth payable to them; and
Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.
Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.
Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be (unless such Cash Management Bank or Hedge Bank is the Administrative Agent or an Affiliate thereof). Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.
ARTICLE IX
ADMINISTRATIVE AGENT
9.01 Appointment and Authority.
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Each of the Lenders and the L/C Issuer hereby irrevocably appoints National Bank of Canada to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and no Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swingline Lender (if applicable), potential Hedge Banks and potential Cash Management Banks) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.
9.02 Rights as a Lender.
The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust, financial, advisory, underwriting or other business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice to or consent of the Lenders with respect thereto.
9.03 Exculpatory Provisions.
The Administrative Agent or the Lead Arrangers, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent or the Lead Arrangers, as applicable, and its Related Parties:
(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by
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the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(c) shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or the L/C Issuer any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates that is communicated to, or in the possession of, the Administrative Agent, Lead Arrangers or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein.
Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.
Neither the Administrative Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
9.04 Reliance by Administrative Agent.
The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C
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Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance, extension, renewal or increase of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
9.05 Delegation of Duties.
The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent. The Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
9.06 Resignation of Administrative Agent.
(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above, provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.
(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.
(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall
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continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section
11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them \(i\) while the
retiring or removed Administrative Agent was acting as Administrative Agent and \(ii\) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including \(A\)
acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and \(B\) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.
(d) Any resignation by or removal of National Bank of Canada as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swingline Lender. If National Bank of Canada resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If National Bank of Canada resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Sections 2.04(d) and (e). Upon the appointment by the Borrower of a successor L/C Issuer or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as applicable, (ii) the retiring L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to National Bank of Canada to effectively assume the obligations of National Bank of Canada with respect to such Letters of Credit.
9.07 Non-Reliance on Administrative Agent and Other Lenders.
Each Lender and the L/C Issuer expressly acknowledges that none of the Administrative Agent nor the Lead Arrangers have made any representation or warranty to it, and that no act by the Administrative Agent or the Lead Arrangers hereafter taken, including any consent to, and acceptance of
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any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Lead Arrangers to any Lender or the L/C Issuer as to any matter, including whether the Administrative Agent or the Lead Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Lead Arrangers that it has, independently and without reliance upon the Administrative Agent, the Lead Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Lead Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Each Lender and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.
9.08 No Other Duties; Etc.
Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents, documentation agents or co-agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the Lead Arrangers, a Lender or the L/C Issuer hereunder.
9.09 Administrative
Agent May File Proofs of Claim; Credit Bidding.
In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:
(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer
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and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h), 2.03(i), 2.09 and 11.04) allowed in such judicial proceeding; and
(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 11.04.
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.
The holders of the Obligations hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any other Debtor Relief Laws or other similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the holders thereof shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, and to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 11.01(a)),
and \(ii\) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason \(as a result of another bid being higher or better, because the amount of Obligations assigned to the
acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise\), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any
acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Lender or any acquisition vehicle to take any further action.
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9.10 Collateral and Guaranty Matters.
Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the Facility Termination Date, (ii) upon the occurrence of the Collateral Release Event, (iii) that is sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or any Recovery Event, (iv) that is or has become Excluded Property, (v) that is owned by any Guarantor upon the release of such Guarantor permitted under clause (c) below or (vi) as approved in accordance with Section 11.01;
(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(g) or Section 7.01(i); and
(c) to release any Guarantor from its obligations under the Guaranty and the other Loan Documents to which it is a party (i) upon the Facility Termination Date, (ii) if such Person becomes an Excluded Subsidiary, or (iii) if such Person ceases to be a Restricted Subsidiary as a result of a transaction (including, for the avoidance of doubt, the designation of such Person as an Unrestricted Subsidiary) permitted under the Loan Documents.
Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 9.10.
Upon the occurrence of any event described in clause (a), (b) or (c) above, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents, or in the case of clause (b), such subordination.
The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
9.11 Secured Cash Management Agreements and Secured Hedge Agreements.
Except as otherwise expressly set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative
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Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements in the case of the Facility Termination Date.
9.12 ERISA Matters.
(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:
(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments, or this Agreement,
(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or
(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.
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(b) In addition, unless either (i) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (ii) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent or the Lead Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).
9.13 Recovery of Erroneous Payments.
Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender Recipient Party, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender Recipient Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender Recipient Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender Recipient Party promptly upon determining that any payment made to such Lender Recipient Party comprised, in whole or in part, a Rescindable Amount.
ARTICLE X
GUARANTY
10.01 The Guaranty.
Each of the Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer and each other holder of Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.
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Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Obligations, the obligations of each Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.
10.02 Obligations Unconditional.
The obligations of the Guarantors under Section 10.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 10.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under this Article X until such time as the Obligations (other than contingent indemnification and reimbursement obligations and other than Letters of Credit that have been Cash Collateralized) have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:
(a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;
(b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted;
(c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with;
(d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or
(e) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor).
With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.
10.03 Reinstatement.
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The obligations of each Guarantor under this Article X shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each other holder of the Obligations on demand for all reasonable costs and expenses (including the fees, charges and disbursements of counsel) incurred by the Administrative Agent or such holder of the Obligations in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.
10.04 Certain Additional Waivers.
Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 10.02 and through the exercise of rights of contribution pursuant to Section 10.06.
10.05 Remedies.
The Guarantors agree that, to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and the Administrative Agent and the other holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified in Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances specified in Section 8.02) for purposes of Section 10.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 10.01. The Guarantors acknowledge and agree that prior to the Collateral Release Event their obligations hereunder are secured in accordance with the terms of the Collateral Documents and that the holders of the Obligations may exercise their remedies thereunder in accordance with the terms thereof.
10.06 Rights of Contribution.
The Guarantors hereby agree as among themselves that, if any Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an amount equal to such other Guarantor’s Contribution Share (as defined below) of such Excess Payment. The payment obligations of any Guarantor under this Section 10.06 shall be subordinate and subject in right of payment to the Obligations until such time as the Obligations have been paid-in-full and the Commitments have terminated, and none of the Guarantors shall exercise any right or remedy under this Section 10.06 against any other Guarantor until such Obligations have been paid-in-full and the Commitments have terminated. For purposes of this Section 10.06, (a) “Excess Payment” shall mean the amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that
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became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 10.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Obligations.
10.07 Guarantee of Payment; Continuing Guarantee.
The guarantee in this Article X is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to the Obligations whenever arising.
10.08 Keepwell.
Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article X by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Loan Party for all purposes of the Commodity Exchange Act.
ARTICLE XI
MISCELLANEOUS
11.01 Amendments, Etc.
No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by
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the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that
(a) no such amendment, waiver or consent shall:
(i) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(ii) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;
(iii) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (i) of the final proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such amount; provided, however, that (A) only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate and (B) an amendment to any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder shall not be deemed to be a reduction of the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Loan Document;
(iv) (A) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby, (B) subordinate, or have the effect of subordinating, in right of payment the Obligations hereunder to any other Indebtedness without the written consent of each Lender directly and adversely affected thereby or (C) except as contemplated in Section 9.10, subordinate, or have the effect of subordinating, the Liens securing the Obligations on all or substantially all of the Collateral to Liens securing any other Indebtedness without the written consent of each Lender directly and adversely affected thereby;
(v) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written consent of each Lender directly and adversely affected thereby;
(vi) prior to the Collateral Release Event, release all or substantially all of the Collateral without the written consent of each Lender whose Obligations are secured by the Collateral;
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(vii) except in connection with a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the value of the Guaranty without the written consent of each Lender whose Obligations are guaranteed thereby, except to the extent such release is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone);
(viii) release the Borrower without the consent of each Lender; or
(b) unless also signed by the L/C Issuer, no amendment, waiver or consent shall affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;
(c) unless also signed by the Swingline Lender, no amendment, waiver or consent shall affect the rights or duties of the Swingline Lender under this Agreement; and
(d) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document;
provided, further, that notwithstanding anything to the contrary herein, (i) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein, (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders, (iv) Incremental Facility Amendments may be effected in accordance with Section 2.16, (v) Extension Amendments may be effected in accordance with Section 2.17 and (vi) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.03.
No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of such Defaulting Lender may not be increased or extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case, without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
Notwithstanding anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement.
Notwithstanding any provision herein to the contrary the Administrative Agent and the Borrower may amend, modify or supplement this Agreement or any other Loan Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment shall become effective without any further consent of any
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other party to such Loan Document so long as (i) such amendment, modification or supplement does not adversely affect the rights of any Lender or other holder of Obligations in any material respect and (ii) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.
11.02 Notices; Effectiveness; Electronic Communications.
(a) Notices Generally. Except as provided in subsection (b) below, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service or mailed by certified or registered mail as follows:
(i) if to any Loan Party, the Administrative Agent, the L/C Issuer or the Swingline Lender, to the address or e-mail address specified for such Person on Schedule
11.02; and
(ii) if to any other Lender, to the address or e-mail address of such Lender provided to the Administrative Agent (including, as appropriate, notices delivered solely to the Person designated by a Lender for the delivery of notices that may contain material non-public information relating to the Borrower).
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received. Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).
(b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swingline Lender, the L/C Issuer or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.
(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE
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ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet.
(d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender may change its address for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name and e-mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities Laws.
(e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including electronic notices, Loan Notices, and Letter of Credit Applications) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party.
11.03 No Waiver; Cumulative Remedies; Enforcement.
No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document (including the imposition of the Default Rate) preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.
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Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section
8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit \(a\) the Administrative Agent from exercising on its own behalf the rights and remedies that inure
to its benefit \(solely in its capacity as Administrative Agent\) hereunder and under the other Loan Documents, \(b\) the L/C Issuer or the Swingline Lender from exercising the rights and remedies that inure to its benefit \(solely in its
capacity as L/C Issuer or Swingline Lender, as the case may be\) hereunder and under the other Loan Documents, \(c\) any Lender from exercising setoff rights in accordance with Section 11.08 \(subject to the terms of Section 2.13\),
or \(d\) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if
at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then \(i\) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02
and \(ii\) in addition to the matters set forth in clauses \(b\), \(c\) and \(d\) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights
and remedies available to it and as authorized by the Required Lenders.
11.04 Expenses; Indemnity; Damage Waiver.
(a) Costs and Expenses. The Loan Parties shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out of pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.
(b) Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including, without limitation, the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) arising out of, in connection with, as a result of or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby
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or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Claim related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Loan Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from any dispute that (1) is solely among Lenders (except when and to the extent that one of the parties to such dispute was acting in its capacity or in fulfilling its role as Administrative Agent, Lead Arrangers, L/C Issuer, Swingline Lender or other similar capacity under this Agreement or any other Loan Document and, in such case, excepting only such party) and (2) does not arise from the Borrower’s or any Subsidiary’s action or inaction or breach of its obligations under this Agreement or any other Loan Document or applicable Law. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
(c) Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection
\(c\) are subject to the provisions of Section 2.12\(d\).
(d) Waiver of Consequential Damages, Etc. Without limiting the Loan Parties’ indemnification obligations above, to the fullest extent permitted by applicable Law, no party hereto shall assert, and each such Person hereby waives, and acknowledges that no other Person
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shall have, any claim against any other party hereto (or any Indemnitee or any Loan Party), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof (other than in respect of any such damages incurred or paid by an Indemnitee to a third party and to which such Indemnitee is otherwise entitled to indemnification as provided above). No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.
(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.
(f) Survival. The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.
11.05 Payments Set Aside.
To the extent that any payment by or on behalf of any Loan Party is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.
11.06 Successors and Assigns.
(a) Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any
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Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:
(i) Minimum Amounts.
(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the related Loans at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in subsection (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and
(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 in the case of any assignment in respect of a Revolving Commitment (and the related Revolving Loans thereunder) unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).
(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii) shall not apply to the Swingline Lender’s rights and obligations in respect of Swingline Loans;
(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
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(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable facility subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and
(C) the consent of the L/C Issuer and the Swingline Lender shall be required for any assignment in respect of Revolving Loans and Revolving Commitments.
(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (provided that no signature will be required from any Lender being replaced pursuant to Section 11.13), together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent such information as reasonably requested by the Administrative Agent.
(v) No Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person).
(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the
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assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.
(c) Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.
(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any
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participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(f) Resignation as L/C Issuer or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time National Bank of Canada assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, National Bank of Canada may, (i) upon thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as L/C Issuer or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swingline Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of National Bank of Canada as L/C Issuer or Swingline Lender, as the case may be. If National Bank of Canada resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If National Bank of Canada resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Sections 2.04(d) and (e). Upon the appointment of a successor L/C Issuer and/or Swingline Lender, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession
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or make other arrangements satisfactory to National Bank of Canada to effectively assume the obligations of National Bank of Canada with respect to such Letters of Credit.
11.07 Treatment of Certain Information; Confidentiality.
Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates, its auditors and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) or by its insurers, (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.16 or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating any Loan Party or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.
For purposes of this Section, “Information” means all information received from a Loan Party or any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning a Loan Party or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.
The Loan Parties and their Affiliates agree that they will not in the future issue any press releases or other public disclosure using the name of the Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement or any of the Loan Documents without the prior written consent of the Administrative Agent, unless (and only to the extent that) the Loan Parties or such Affiliate is
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required to do so under law and then, in any event the Loan Parties or such Affiliate will consult with such Person before issuing such press release or other public disclosure.
The Loan Parties consent to the publication by the Administrative Agent or any Lender of customary advertising material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties.
11.08 Rights of Setoff.
If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, the L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
11.09 Interest Rate Limitation.
Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (including without limitation, the Criminal Code (Canada)) (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
11.10 Integration; Effectiveness.
This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuer constitute the entire contract among the parties
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relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby.
11.11 Survival of Representations and Warranties.
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.
11.12 Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.
11.13 Replacement of Lenders.
If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(a) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);
(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
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(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section
3.01, such assignment will result in a reduction in such compensation or payments thereafter;
(d) such assignment does not conflict with applicable Laws; and
(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
11.14 Governing Law; Jurisdiction; Etc.
(a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b) SUBMISSION TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
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(c) WAIVER OF VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
11.15 Waiver of Jury Trial.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
11.16 No Advisory or Fiduciary Responsibility.
In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Lead Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Lead Arrangers, nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lead Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither
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the Administrative Agent, the Lead Arrangers, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
11.17 Electronic Execution; Electronic Records; Counterparts.
This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and each of the Administrative Agent and each Lender Recipient Party agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Lender Recipient Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swingline Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swingline Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lender Recipient Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Lender Recipient Party without further verification and (b) upon the request of the Administrative Agent or any Lender Recipient Party, any Electronic Signature shall be promptly followed by such manually executed counterpart.
Neither the Administrative Agent, L/C Issuer nor Swingline Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swingline Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent, L/C Issuer and Swingline Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).
Each of the Loan Parties and each Lender Recipient Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan
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Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (ii) waives any claim against the Administrative Agent and each Lender Recipient Party for any liabilities arising solely from the Administrative Agent’s and/or any Lender Recipient Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature, in each case of this clause (ii), other than to the extent arising from the Administrative Agent’s or such Lender Recipient Party’s gross negligence, bad faith and/or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.
11.18 USA PATRIOT Act and Canadian AML Acts Notice.
Each Lender that is subject to the PATRIOT Act (as hereinafter defined) or any Canadian AML Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and the Canadian AML Acts, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties, information concerning its direct and indirect holders of Equity Interests and other Persons exercising Control over it and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Loan Parties in accordance with the PATRIOT Act and the Canadian AML Acts. The Loan Parties shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Canadian AML Acts.
11.19 Subordination
of Intercompany Indebtedness.
Each Loan Party (a “Subordinating Loan Party”) agrees that the payment of all obligations and indebtedness, whether principal, interest, fees and other amounts and whether now owing or hereafter arising, owing to such Subordinating Loan Party by any other Loan Party is expressly subordinated to the payment in full in cash of the Obligations. If the Administrative Agent so requests, any such obligation or indebtedness shall be enforced and performance received by the Subordinating Loan Party as trustee for the holders of the Obligations and the proceeds thereof shall be paid over to the holders of the Obligations on account of the Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement or any other Loan Document. Without limitation of the foregoing, so long as no Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to any such obligations and indebtedness, provided, that in the event that any Loan Party receives any payment of any such obligations and indebtedness at a time when such payment is prohibited by this Section, such payment shall be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Administrative Agent.
11.20 Acknowledgement
and Consent to Bail-In of Affected Financial Institutions.
Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
144
(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or L/C Issuer that is an Affected Financial Institution; and
(b) the effects of any Bail-In Action on any such liability, including, if applicable:
(i) a reduction in full or in part or cancellation of any such liability;
(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.
11.21 [Reserved].
11.22 Acknowledgement
Regarding Any Supported QFCs.
To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):
In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under such U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under such U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
For purposes of this Section, (a) “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party; (b) “Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and
145
interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (c) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (d) “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
11.23 Releases.
The Administrative Agent, the Lenders and the L/C Issuer hereby irrevocably agree that the Liens granted to the Administrative Agent by the Loan Parties on any Collateral shall, at the sole cost and expense of the Loan Parties, be automatically released (a) upon the occurrence of the Facility Termination Date, (b) upon the Disposition of such Collateral (as part of or in connection with any Disposition permitted hereunder) to any Person other than another Loan Party, to the extent such Disposition is made in compliance with the terms of this Agreement, (c) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 11.01), (d) to the extent such property constitutes Excluded Property or (e) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty to the extent such release of a Guarantor is made in compliance with the terms of this Agreement. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon or obligations (other than those being released) of the Loan Parties in respect of all interests retained by the Loan Parties, including the proceeds of any Disposition, all of which shall continue to constitute part of the Collateral except to the extent comprised of Excluded Property or otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Administrative Agent, the Lenders and the L/C Issuer hereby irrevocably agree that a Guarantor shall be released from its Guaranty upon (x) the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms hereof, (y) such Guarantor becoming an Excluded Subsidiary in accordance with the terms hereof; provided that if any Restricted Subsidiary that is a Guarantor becomes an Excluded Subsidiary solely as a result of such Restricted Subsidiary becoming an Immaterial Subsidiary, such Guarantor shall be released from the Guarantees only (i) if no Default then exists and (ii) upon the Administrative Agent’s receipt of a written request therefor from the Borrower, or (z) the Disposition of such Guarantor to any Person (other than a Loan Party) that is permitted hereby or to which the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 11.01) have otherwise consented such that after giving effect to such Disposition such Guarantor ceases to be a Restricted Subsidiary. The Administrative Agent, the Lenders and the L/C Issuer hereby authorize the Administrative Agent to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Loan Party’s Guaranty or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of the Administrative Agent, any Lender or the L/C Issuer.
11.24 Judgment Currency.
If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be
146
discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable Law).
[SIGNATURE PAGES FOLLOW]
147
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
| BORROWER: | COEUR MINING, INC. |
|---|---|
| By: /s/ Thomas S. Whelan | |
| Name: Thomas S. Whelan | |
| Title: Executive Vice President and Chief Financial Officer | |
| GUARANTORS: | COEUR ROCHESTER, INC. |
| By: /s/ Thomas S. Whelan | |
| Name: Thomas S. Whelan | |
| Title: Vice President | |
| COEUR CAPITAL, INC. | |
| By: /s/ Thomas S. Whelan | |
| Name: Thomas S. Whelan | |
| Title: Vice President | |
| COEUR ALASKA, INC. | |
| By: /s/ Thomas S. Whelan | |
| Name: Thomas S. Whelan | |
| Title: Vice President | |
| COEUR SOUTH AMERICA CORP. | |
| By: /s/ Thomas S. Whelan | |
| Name: Thomas S. Whelan | |
| Title: Vice President | |
| WHARF RESOURCES (U.S.A.), INC. | |
| By: /s/ Thomas S. Whelan | |
| Name: Thomas S. Whelan | |
| Title: Vice President |
CREDIT AGREEMENT
COEUR MINING, INC.
| WHARF RESOURCES MANAGEMENT INC. |
|---|
| By: /s/ Thomas S. Whelan |
| Name: Thomas S. Whelan |
| Title: Vice President |
| WHARF REWARD MINES INC. |
| By: /s/ Thomas S. Whelan |
| Name: Thomas S. Whelan |
| Title: Vice President |
| WHARF GOLD MINES INC. |
| By: /s/ Thomas S. Whelan |
| Name: Thomas S. Whelan |
| Title: Vice President |
| GOLDEN REWARD MINING COMPANY LIMITED PARTNERSHIP |
| By: Wharf Gold Mines Inc., its General Partner |
| By: /s/ Thomas S. Whelan |
| Name: Thomas S. Whelan |
| Title: Vice President |
| COEUR STERLING HOLDINGS LLC |
| By: Coeur Mining, Inc., its Sole Member |
| By: /s/ Thomas S. Whelan |
| Name: Thomas S. Whelan |
| Title: Executive Vice President and Chief Financial Officer |
| STERLING INTERMEDIATE HOLDCO, INC. |
| By: /s/ Thomas S. Whelan |
| Name: Thomas S. Whelan |
| Title: Vice President |
2
| COEUR SILVERTIP HOLDINGS LTD. |
|---|
| By: /s/ Casey M. Nault |
| Name: Casey M. Nault |
| Title: Secretary |
| NEW GOLD INC. |
| By: /s/ Casey M. Nault |
| Name: Casey M. Nault |
| Title: Secretary |
| 1561611 B.C. LTD. |
| By: /s/ Casey M. Nault |
| Name: Casey M. Nault |
| Title: Secretary |
3
| ADMINISTRATIVE AGENT: | NATIONAL BANK OF CANADA, |
|---|---|
| as Administrative Agent | |
| By: /s/ Jonathan Campbell | |
| Name: Jonathan Campbell | |
| Title: Managing Director | |
| By: /s/ Zain Ahmed | |
| Name: Zain Ahmed | |
| Title: Director |
CREDIT AGREEMENT
COEUR MINING, INC.
| LENDERS: | NATIONAL BANK OF CANADA, | |
|---|---|---|
| as a Lender, L/C Issuer and Swingline Lender | ||
| By: | /s/ Jonathan Campbell | |
| Name: Jonathan Campbell | ||
| Title: Managing Director | ||
| By: | /s/ Zain Ahmed | |
| --- | --- | |
| Name: Zain Ahmed | ||
| Title: Director |
CREDIT AGREEMENT
COEUR MINING, INC.
| ROYAL BANK OF CANADA, | |
|---|---|
| as a Lender | |
| By: | /s/ Stam Fountoulakis |
| Name: Stam Fountoulakis | |
| Title: Authorized Signatory |
CREDIT AGREEMENT
COEUR MINING, INC.
| BANK OF MONTREAL, CHICAGO BRANCH, | |
|---|---|
| as a Lender | |
| By: | /s/ Zaman Ahmed |
| Name: Zaman Ahmed | |
| Title: Vice President |
CREDIT AGREEMENT
COEUR MINING, INC.
| BANK OF AMERICA, N.A., | |
|---|---|
| as a Lender and an L/C Issuer | |
| By: | /s/ Jonathan M. Phillips |
| Name: Jonathan M. Phillips | |
| Title: Senior Vice President |
CREDIT AGREEMENT
COEUR MINING, INC.
| THE TORONTO-DOMINION BANK, | |
|---|---|
| as a Lender | |
| By: | /s/ Liza Straker |
| Name: Liza Straker | |
| Title: Managing Director | |
| By: | /s/ Neeraj Khanna |
| Name: Neeraj Khanna | |
| Title: Vice President |
CREDIT AGREEMENT
COEUR MINING, INC.
| CANADIAN IMPERIAL BANK OF COMMERCE, | |
|---|---|
| as a Lender | |
| By: | /s/ Peter Yoo |
| Name: Peter Yoo | |
| Title: Executive Director | |
| By: | /s/ Kazim Mehdi |
| Name: Kazim Mehdi | |
| Title: Managing Director |
CREDIT AGREEMENT
COEUR MINING, INC.
| THE BANK OF NOVA SCOTIA, | |
|---|---|
| as a Lender and an L/C Issuer | |
| By: | /s/ Stephen MacNeil |
| Name: Stephen MacNeil | |
| Title: Managing Director | |
| By: | /s/ Lavinia Ban |
| Name: Lavinia Ban | |
| Title: Associate Director |
CREDIT AGREEMENT
COEUR MINING, INC.
| FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC, | |
|---|---|
| as a Lender | |
| By: | /s/ Sophia Soofi |
| Name: Sophia Soofi | |
| Title: Managing Director, Corporate Banking | |
| By: | /s/ Michael Grad |
| Name: Michael Grad | |
| Title: Managing Director, Corporate Banking |
CREDIT AGREEMENT
COEUR MINING, INC.
| ING CAPITAL LLC, | |
|---|---|
| as a Lender | |
| By: | /s/ Remko van de Water |
| Name: Remko van de Water | |
| Title: Managing Director | |
| By: | /s/ Remco Meeuwis |
| Name: Remco Meeuwis | |
| Title: Director |
CREDIT AGREEMENT
COEUR MINING, INC.
| GOLDMAN SACHS BANK USA, | |
|---|---|
| as a Lender | |
| By: | /s/ Andrew B. Vernon |
| Name: Andrew Vernon | |
| Title: Authorized Signatory |
CREDIT AGREEMENT
COEUR MINING, INC.
| CITIBANK, N.A., | |
|---|---|
| as a Lender | |
| By: | /s/ Sumeet Singal |
| Name: Sumeet Singal | |
| Title: Vice President |
CREDIT AGREEMENT
COEUR MINING, INC.
Exhibit 23.1
Consent of Qualified Person
The undersigned consents to:
| a) | The filing of the Technical Report Summary, effective December 31, 2025, with respect to the New Afton Operations complex (the “TRS”) as an exhibit to the current report on Form 8-K for Coeur Mining, Inc. (the “Form 8-K”); |
|---|---|
| b) | The incorporation by reference of the TRS in the Registration Statements on Form S-8 (Nos. 033-60163, 033-72524, 333-112253, 333-125903, 333-166907, 333-204142, 333-224751, 333-256016, and 333-285693) and Form S-3 (No. 333-284568) (the “Registration<br><br><br> Statements”); |
| --- | --- |
| c) | The use of and references to the undersigned’s name, including the undersigned’s status as an expert or “Qualified Person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission) in<br> connection with Sections 1.1, 1.2, 1.10.2, 1.10.3, 1.11.1, 1.11.1.2, 1.11.1.3, 1.11.2, 1.11.3, 1.12, 1.12.2, 1.15, 1.17, 1.18, 1.19, 1.20, 1.21, 1.22, 2.1, 2.2, 2.3, 2.4.1, 2.5, 2.6, 2.7, 7.4, 9.1, 9.2, 9.3.2, 9.4, 11.11, 11.12, 11.13, 12.1,<br> 12.2, 12.3, 12.4, 12.5, 12.6, 12.7, 13.1, 13.2, 13.3, 13.4, 13.5, 13.6, 13.7, 13,8, 13.9, 13.10, 13.11, 16.1, 16.2, 16.3, 18.1, 18.2, 18.3, 19.1, 19.2, 19.3, 19.4, 19.5, 21, 22.1, 22.6, 22.7, 22.8, 22.9, 22.12, 22.14, 22.15, 22.16, 22.17,<br> 22.18, 23, 24, 25.1, 25.2, and 25.3 of the TRS and corresponding disclosures in the Form 8-K and Registration Statements; and |
| --- | --- |
| d) | Any extracts or summaries of the TRS included or incorporated by reference in the Form 8-K and Registration Statements, and any information derived, summarized, quoted or referenced from the TRS, or portions thereof, that was prepared by<br> the undersigned, that the undersigned supervised the preparation of and/or that was reviewed and approved by the undersigned, that is included or incorporated by reference in the Form 8-K and Registration Statements. |
| --- | --- |
| Dated: | March 23, 2026 |
| --- | --- |
| By: | /s/ Tyler Roberts |
| Name: | Tyler Roberts, P.Eng. |
Exhibit 23.2
Consent of Qualified Person
The undersigned consents to:
| a) | The filing of the Technical Report Summary, effective December 31, 2025, with respect to the New Afton Operations complex (the “TRS”) as an exhibit to the current report on Form 8-K for Coeur Mining, Inc. (the “Form 8-K”); |
|---|---|
| b) | The incorporation by reference of the TRS in the Registration Statements on Form S-8 (Nos. 033-60163, 033-72524, 333-112253, 333-125903, 333-166907, 333-204142, 333-224751, 333-256016, and 333-285693) and Form S-3 (No. 333-284568) (the “Registration<br><br> Statements”); |
| --- | --- |
| c) | The use of and references to the undersigned’s name, including the undersigned’s status as an expert or “Qualified Person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission) in<br> connection with Sections 1.1, 1.2, 1.5, 1.6, 1.7, 1.8, 1.20, 1.21, 1.22, 2.1, 2.2, 2.3, 2.4.2, 2.5, 2.6, 2.7, 5.0, 6.1, 6.2, 6.3, 6.4, 7.1, 7.2, 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 21, 22.1, 22.3, 22.4, 22.6, 22.17, 22.18, 23, 24,<br> and 25.1 of the TRS and corresponding disclosures in the Form 8-K and Registration Statements; and |
| --- | --- |
| d) | Any extracts or summaries of the TRS included or incorporated by reference in the Form 8-K and Registration Statements, and any information derived, summarized, quoted or referenced from the TRS, or portions thereof, that was prepared by<br> the undersigned, that the undersigned supervised the preparation of and/or that was reviewed and approved by the undersigned, that is included or incorporated by reference in the Form 8-K and Registration Statements. |
| --- | --- |
| Dated: | March 23, 2026 |
| --- | --- |
| By: | /s/ Devin Wade |
| Name: | Devin Wade, P.Geo. |
Exhibit 23.3
Consent of Qualified Person
The undersigned consents to:
| a) | The filing of the Technical Report Summary, effective December 31, 2025, with respect to the New Afton Operations complex (the “TRS”) as an exhibit to the current report on Form 8-K for Coeur Mining, Inc. (the “Form 8-K”); |
|---|---|
| b) | The incorporation by reference of the TRS in the Registration Statements on Form S-8 (Nos. 033-60163, 033-72524, 333-112253, 333-125903, 333-166907, 333-204142, 333-224751, 333-256016, and 333-285693) and Form S-3 (No. 333-284568) (the “Registration<br><br> Statements”); |
| --- | --- |
| c) | The use of and references to the undersigned’s name, including the undersigned’s status as an expert or “Qualified Person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission) in<br> connection with Sections 1.1, 1.2, 1.9, 1.13, 1.20, 1.21, 1.22, 2.1, 2.2, 2.3, 2.4.3, 2.5, 2.6, 2.7, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 14.1, 14.2, 14.3, 14.4, 14.5, 14.6, 21, 22.1, 22.10, 22.17, 22.18, 23, 24, and 25.1 of the TRS and<br> corresponding disclosures in the Form 8-K and Registration Statements; and |
| --- | --- |
| d) | Any extracts or summaries of the TRS included or incorporated by reference in the Form 8-K and Registration Statements, and any information derived, summarized, quoted or referenced from the TRS, or portions thereof, that was prepared by<br> the undersigned, that the undersigned supervised the preparation of and/or that was reviewed and approved by the undersigned, that is included or incorporated by reference in the Form 8-K and Registration Statements. |
| --- | --- |
| Dated: | March 23, 2026 |
| --- | --- |
| By: | /s/ Jennifer Katchen |
| Name: | Jennifer Katchen, P.Eng. |
Exhibit 23.4
Consent of Qualified Person
The undersigned consents to:
| a) | The filing of the Technical Report Summary, effective December 31, 2025, with respect to the New Afton Operations complex (the “TRS”) as an exhibit to the current report on Form 8-K for Coeur Mining, Inc. (the “Form 8-K”); |
|---|---|
| b) | The incorporation by reference of the TRS in the Registration Statements on Form S-8 (Nos. 033-60163, 033-72524, 333-112253, 333-125903, 333-166907, 333-204142, 333-224751, 333-256016, and 333-285693) and Form S-3 (No. 333-284568) (the “Registration<br><br> Statements”); |
| --- | --- |
| c) | The use of and references to the undersigned’s name, including the undersigned’s status as an expert or “Qualified Person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission) in<br> connection with Sections 1.1, 1.2, 1.8, 1.10.1, 1.10.2, 1.10.3, 1.20, 1.21, 1.22, 2.1, 2.2, 2.3, 2.4.4, 2.5, 2.6, 2.7, 9.1, 9.2, 9.3.1, 9.4. 11.1, 11.2, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, 11.9, 11.10, 11.11, 11.12, 11.13, 21, 22.1, 22.3,<br> 22.5, 22.7, 22.17, 22.18, 23, 24, and 25.1 of the TRS and corresponding disclosures in the Form 8-K and Registration Statements; and |
| --- | --- |
| d) | Any extracts or summaries of the TRS included or incorporated by reference in the Form 8-K and Registration Statements, and any information derived, summarized, quoted or referenced from the TRS, or portions thereof, that was prepared by<br> the undersigned, that the undersigned supervised the preparation of and/or that was reviewed and approved by the undersigned, that is included or incorporated by reference in the Form 8-K and Registration Statements. |
| --- | --- |
| Dated: | March 23, 2026 |
| --- | --- |
| By: | /s/ Vincent Nadeau-Benoit |
| Name: | Vincent Nadeau-Benoit, P.Geo. |
Exhibit 23.5
Consent of Qualified Person
The undersigned consents to:
| a) | The filing of the Technical Report Summary, effective December 31, 2025, with respect to the New Afton Operations complex (the “TRS”) as an exhibit to the current report on Form 8-K for Coeur Mining, Inc. (the “Form 8-K”); |
|---|---|
| b) | The incorporation by reference of the TRS in the Registration Statements on Form S-8 (Nos. 033-60163, 033-72524, 333-112253, 333-125903, 333-166907, 333-204142, 333-224751, 333-256016, and 333-285693) and Form S-3 (No. 333-284568) (the “Registration<br><br> Statements”); |
| --- | --- |
| c) | The use of and references to the undersigned’s name, including the undersigned’s status as an expert or “Qualified Person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission) in<br> connection with Sections 1.1, 1.2, 1.14, 1.20, 1.21, 1.22, 2.1, 2.2, 2.3, 2.4.5, 2.5, 2.6, 2.7, 14.4, 15.1, 15.2, 15.3, 15.4, 15.8, 15.9, 15.10, 21, 22.1, 22.11, 22.17, 22.18, 23, 24, and 25.1 of the TRS and corresponding disclosures in the<br> Form 8-K and Registration Statements; and |
| --- | --- |
| d) | Any extracts or summaries of the TRS included or incorporated by reference in the Form 8-K and Registration Statements, and any information derived, summarized, quoted or referenced from the TRS, or portions thereof, that was prepared by<br> the undersigned, that the undersigned supervised the preparation of and/or that was reviewed and approved by the undersigned, that is included or incorporated by reference in the Form 8-K and Registration Statements. |
| --- | --- |
| Dated: | March 23, 2026 |
| --- | --- |
| By: | /s/ Matthew Davis |
| Name: | Matthew Davis, P.Eng. |
Exhibit 23.6
Consent of Qualified Person
The undersigned consents to:
| a) | The filing of the Technical Report Summary, effective December 31, 2025, with respect to the New Afton Operations complex (the “TRS”) as an exhibit to the current report on Form 8-K for Coeur Mining, Inc. (the “Form 8-K”); |
|---|---|
| b) | The incorporation by reference of the TRS in the Registration Statements on Form S-8 (Nos. 033-60163, 033-72524, 333-112253, 333-125903, 333-166907, 333-204142, 333-224751, 333-256016, and 333-285693) and Form S-3 (No. 333-284568) (the “Registration<br><br> Statements”); |
| --- | --- |
| c) | The use of and references to the undersigned’s name, including the undersigned’s status as an expert or “Qualified Person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission) in<br> connection with Sections 1.1, 1.2, 1.3, 1.4, 1.16, 1.20, 1.21, 1.22, 2.1, 2.2, 2.3, 2.4.6, 2.5, 2.6, 2.7, 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 4.1, 4.2, 4.3, 4.4, 5.0, 7.3, 13.11, 15.6, 15.7, 15.8, 17.1, 17.2, 17.3, 17.4, 17.5, 17.6,<br> 20, 21, 22.1, 22.2, 22.13, 22.17, 22.18, 23, 24, 25.4, 25.1, 25.5, 25.6, and 25.7 of the TRS and corresponding disclosures in the Form 8-K and Registration Statements; and |
| --- | --- |
| d) | Any extracts or summaries of the TRS included or incorporated by reference in the Form 8-K and Registration Statements, and any information derived, summarized, quoted or referenced from the TRS, or portions thereof, that was prepared by<br> the undersigned, that the undersigned supervised the preparation of and/or that was reviewed and approved by the undersigned, that is included or incorporated by reference in the Form 8-K and Registration Statements. |
| --- | --- |
| Dated: | March 23, 2026 |
| --- | --- |
| By: | /s/ Emily O’Hara |
| Name: | Emily O’Hara, P.Eng. |
Exhibit 23.7
Consent of Qualified Person
The undersigned consents to:
| a) | The filing of the Technical Report Summary, effective December 31, 2025, with respect to the Rainy River Operations complex (the “TRS”) as an exhibit to the current report on Form 8-K for Coeur Mining, Inc. (the “Form 8-K”); |
|---|---|
| b) | The incorporation by reference of the TRS in the Registration Statements on Form S-8 (Nos. 033-60163, 033-72524, 333-112253, 333-125903, 333-166907, 333-204142, 333-224751, 333-256016, and 333-285693) and Form S-3 (No. 333-284568) (the “Registration<br><br><br> Statements”); |
| --- | --- |
| c) | The use of and references to the undersigned’s name, including the undersigned’s status as an expert or “Qualified Person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission) in<br> connection with Sections 1.1, 1.2, 1.10.2, 1.10.3, 1.11.1, 1.11.1.1, 1.11.2, 1.11.3, 1.12, 1.12.1, 1.20, 1.21, 1.22, 2, 2.1, 2.2, 2.3, 2.4.1, 2.5, 2.6, 2.7, 7.4, 11.13.2, 11.13.4, 11.13.5, 11.13.6, 11.14, 11.15, 12.1, 12.2, 12.3, 12.4, 12.6,<br> 12.7, 13.1, 13.2, 13.4, 21, 22.1, 22.7, 22.8, 22.9, 22.17, 22.18, 23, 24, 25.1, 25.2, 25.3, 25.4, 25.5, 25.6, and 25.7 of the TRS and corresponding disclosures in the Form 8-K and Registration Statements; and |
| --- | --- |
| d) | Any extracts or summaries of the TRS included or incorporated by reference in the Form 8-K and Registration Statements, and any information derived, summarized, quoted or referenced from the TRS, or portions thereof, that was prepared by<br> the undersigned, that the undersigned supervised the preparation of and/or that was reviewed and approved by the undersigned, that is included or incorporated by reference in the Form 8-K and Registration Statements. |
| --- | --- |
| Dated: | March 23, 2026 |
| --- | --- |
| By: | /s/ Corey Kamp |
| Name: | Corey Kamp, P.Eng. |
Exhibit 23.8
Consent of Qualified Person
The undersigned consents to:
| a) | The filing of the Technical Report Summary, effective December 31, 2025, with respect to the Rainy River Operations complex (the “TRS”) as an exhibit to the current report on Form 8-K for Coeur Mining, Inc. (the “Form 8-K”); |
|---|---|
| b) | The incorporation by reference of the TRS in the Registration Statements on Form S-8 (Nos. 033-60163, 033-72524, 333-112253, 333-125903, 333-166907, 333-204142, 333-224751, 333-256016, and 333-285693) and Form S-3 (No. 333-284568) (the “Registration<br><br><br> Statements”); |
| --- | --- |
| c) | The use of and references to the undersigned’s name, including the undersigned’s status as an expert or “Qualified Person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission) in<br> connection with Sections 1.1, 1.2, 1.10.2, 1.10.3, 1.11.1, 1.11.1.2, 1.11.2, 1.11.3, 1.12, 1.12.2, 1.15, 1.17, 1.18, 1.19, 1.20, 1.21, 1.22, 2, 2.1, 2.2, 2.3, 2.4.2, 2.5, 2.6, 2.7, 11.13.3, 11.13.4, 11.13.5, 11.13.6, 11.14, 11.15, 12.1, 12.2,<br> 12.3 12.5, 12.6, 12.7, 13.1, 13.3, 13.4, 16.1, 16.2, 16.3, 18.1, 18.2, 18.3, 19.1, 19.2, 19.3, 19.4, 19.5, 21, 22.1, 22.7, 22.8, 22.9, 22.12, 22.14, 22.15, 22.16, 22.17, 22.18, 23, 24, 25.1, 25.2, 25.3, 25.4, 25.5, 25.6, and 25.7 of the TRS<br> and corresponding disclosures in the Form 8-K and Registration Statements; and |
| --- | --- |
| d) | Any extracts or summaries of the TRS included or incorporated by reference in the Form 8-K and Registration Statements, and any information derived, summarized, quoted or referenced from the TRS, or portions thereof, that was prepared by<br> the undersigned, that the undersigned supervised the preparation of and/or that was reviewed and approved by the undersigned, that is included or incorporated by reference in the Form 8-K and Registration Statements. |
| --- | --- |
| Dated: | March 23, 2026 |
| --- | --- |
| By: | /s/ Michael Kontzamanis |
| Name: | Michael Kontzamanis, P. Eng. |
Exhibit 23.9
Consent of Qualified Person
The undersigned consents to:
| a) | The filing of the Technical Report Summary, effective December 31, 2025, with respect to the Rainy River Operations complex (the “TRS”) as an exhibit to the current report on Form 8-K for Coeur Mining, Inc. (the “Form 8-K”); |
|---|---|
| b) | The incorporation by reference of the TRS in the Registration Statements on Form S-8 (Nos. 033-60163, 033-72524, 333-112253, 333-125903, 333-166907, 333-204142, 333-224751, 333-256016, and 333-285693) and Form S-3 (No. 333-284568) (the “Registration<br><br><br> Statements”); |
| --- | --- |
| c) | The use of and references to the undersigned’s name, including the undersigned’s status as an expert or “Qualified Person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission) in<br> connection with Sections 1.1, 1.2, 1.5, 1.6, 1.7, 1.20, 1.21, 1.22, 2, 2.1, 2.2, 2.3, 2.4.3, 2.5, 2.6, 2.7, 5.0, 6.1, 6.2, 6.3, 6.4, 7.1, 7.2, 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 21, 22.1, 22.3, 22.4, 22.17, 22.18, 23, 24, and 25.1<br> of the TRS and corresponding disclosures in the Form 8-K and Registration Statements; and |
| --- | --- |
| d) | Any extracts or summaries of the TRS included or incorporated by reference in the Form 8-K and Registration Statements, and any information derived, summarized, quoted or referenced from the TRS, or portions thereof, that was prepared by<br> the undersigned, that the undersigned supervised the preparation of and/or that was reviewed and approved by the undersigned, that is included or incorporated by reference in the Form 8-K and Registration Statements. |
| --- | --- |
| Dated: | March 23, 2026 |
| --- | --- |
| By: | /s/ Caroline Daoust |
| Name: | Caroline Daoust, P.Geo. |
Exhibit 23.10
Consent of Qualified Person
The undersigned consents to:
| a) | The filing of the Technical Report Summary, effective December 31, 2025, with respect to the Rainy River Operations complex (the “TRS”) as an exhibit to the current report on Form 8-K for Coeur Mining, Inc. (the “Form 8-K”); |
|---|---|
| b) | The incorporation by reference of the TRS in the Registration Statements on Form S-8 (Nos. 033-60163, 033-72524, 333-112253, 333-125903, 333-166907, 333-204142, 333-224751, 333-256016, and 333-285693) and Form S-3 (Nos. 333-284568) (the “Registration<br><br><br><br> Statements”); |
| --- | --- |
| c) | The use of and references to the undersigned’s name, including the undersigned’s status as an expert or “Qualified Person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission) in<br> connection with Sections 1.1, 1.2, 1.8, 1.10.1, 1.20, 1.21, 1.22, 2, 2.1, 2.2, 2.3, 2.4.4, 2.5, 2.6, 2.7, 9.1, 9.2, 9.3, 9.4. 11.1, 11.2, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, 11.9, 11.10, 11.11, 11.12, 11.13.1, 11.14, 11.15, 21, 22.1, 22.5,<br> 22.7, 22.17, 22.18, 23, 24, 25.1, 25.2, 25.3, 25.4, 25.5, 25.6, and 25.7 of the TRS and corresponding disclosures in the Form 8-K and Registration Statements; and |
| --- | --- |
| d) | Any extracts or summaries of the TRS included or incorporated by reference in the Form 8-K and Registration Statements, and any information derived, summarized, quoted or referenced from the TRS, or portions thereof, that was prepared by<br> the undersigned, that the undersigned supervised the preparation of and/or that was reviewed and approved by the undersigned, that is included or incorporated by reference in the Form 8-K and Registration Statements. |
| --- | --- |
| Dated: | March 23, 2026 |
| --- | --- |
| By: | /s/ Vincent Nadeau-Benoit |
| Name: | Vincent Nadeau-Benoit, P.Geo. |
Exhibit 23.11
Consent of Qualified Person
The undersigned consents to:
| a) | The filing of the Technical Report Summary, effective December 31, 2025, with respect to the Rainy River Operations complex (the “TRS”) as an exhibit to the current report on Form 8-K for Coeur Mining, Inc. (the “Form 8-K”); |
|---|---|
| b) | The incorporation by reference of the TRS in the Registration Statements on Form S-8 (Nos. 033-60163, 033-72524, 333-112253, 333-125903, 333-166907, 333-204142, 333-224751, 333-256016, and 333-285693) and Form S-3 (No. 333-284568) (the “Registration<br><br><br><br> Statements”); |
| --- | --- |
| c) | The use of and references to the undersigned’s name, including the undersigned’s status as an expert or “Qualified Person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission) in<br> connection with Sections 1.1, 1.2, 1.3, 1.4, 1.16, 1.20, 1.21, 1.22, 2, 2.1, 2.2, 2.3, 2.4.5, 2.5, 2.6, 2.7, 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 4.1, 4.2, 4.3, 4.4, 7.3, 15.6, 15.7, 17.1, 17.2, 17.3, 17.4, 17.5, 17.6, 20,<br> 21, 22.1, 22.2, 22.13, 22.17, 22.18, 23, 24, 25.1, 25.4, 25.5, 25.6, and 25.7 of the TRS and corresponding disclosures in the Form 8-K and Registration Statements; and |
| --- | --- |
| d) | Any extracts or summaries of the TRS included or incorporated by reference in the Form 8-K and Registration Statements, and any information derived, summarized, quoted or referenced from the TRS, or portions thereof, that was prepared by<br> the undersigned, that the undersigned supervised the preparation of and/or that was reviewed and approved by the undersigned, that is included or incorporated by reference in the Form 8-K and Registration Statements. |
| --- | --- |
| Dated: | March 23, 2026 |
| --- | --- |
| By: | /s/ Emily O’Hara |
| Name: | Emily O’Hara, P.Eng. |
Exhibit 23.12
Consent of Qualified Person
The undersigned consents to:
| e) | The filing of the Technical Report Summary, effective December 31, 2025, with respect to the Rainy River Operations complex (the “TRS”) as an exhibit to the current report on Form 8-K for Coeur Mining, Inc. (the “Form 8-K”); |
|---|---|
| f) | The incorporation by reference of the TRS in the Registration Statements on Form S-8 (Nos. 033-60163, 033-72524, 333-112253, 333-125903, 333-166907, 333-204142, 333-224751, 333-256016, and 333-285693) and Form S-3 (No. 333-284568) (the “Registration<br><br><br><br> Statements”); |
| --- | --- |
| g) | The use of and references to the undersigned’s name, including the undersigned’s status as an expert or “Qualified Person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission) in<br> connection with Sections 1.1, 1.2, 1.9, 1.13, 1.20, 1.21, 1.22, 2, 2.1, 2.2, 2.3, 2.4.6, 2.5, 2.6, 2.7, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 13.4,14.1, 14.2, 14.3, 14.4, 14.5, 21, 22.1, 22.6, 22.10, 22.17, 22.18, 23, 24, and 25.1 of the TRS<br> and corresponding disclosures in the Form 8-K and Registration Statements; and |
| --- | --- |
| h) | Any extracts or summaries of the TRS included or incorporated by reference in the Form 8-K and Registration Statements, and any information derived, summarized, quoted or referenced from the TRS, or portions thereof, that was prepared by<br> the undersigned, that the undersigned supervised the preparation of and/or that was reviewed and approved by the undersigned, that is included or incorporated by reference in the Form 8-K and Registration Statements. |
| --- | --- |
| Dated: | March 23, 2026 |
| --- | --- |
| By: | /s/ Mohammad Taghimohammadi |
| Name: | Mohammad Taghimohammadi, P. Eng. |
Exhibit 23.13
Consent of Qualified Person
The undersigned consents to:
| i) | The filing of the Technical Report Summary, effective December 31, 2025, with respect to the Rainy River Operations complex (the “TRS”) as an exhibit to the current report on Form 8-K for Coeur Mining, Inc. (the “Form 8-K”); |
|---|---|
| j) | The incorporation by reference of the TRS in the Registration Statements on Form S-8 (Nos. 033-60163, 033-72524, 333-112253, 333-125903, 333-166907, 333-204142, 333-224751, 333-256016, and 333-285693) and Form S-3 (No. 333-284568) (the “Registration<br><br><br><br> Statements”); |
| --- | --- |
| k) | The use of and references to the undersigned’s name, including the undersigned’s status as an expert or “Qualified Person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission) in<br> connection with Sections 1.1, 1.2, 1.14, 1.20, 1.21, 1.22, 2, 2.1, 2.2, 2.3, 2.4.7, 2.5, 2.6, 2.7, 15.1, 15.2, 15.3, 15.4, 15.5, 15.8, 15.9, 21, 22.1, 22.11, 22.17, 22.18, 23, 24, and 25.1 of the TRS and corresponding disclosures in the Form<br> 8-K and Registration Statements; and |
| --- | --- |
| l) | Any extracts or summaries of the TRS included or incorporated by reference in the Form 8-K and Registration Statements, and any information derived, summarized, quoted or referenced from the TRS, or portions thereof, that was prepared by<br> the undersigned, that the undersigned supervised the preparation of and/or that was reviewed and approved by the undersigned, that is included or incorporated by reference in the Form 8-K and Registration Statements. |
| --- | --- |
| Dated: | March 23, 2026 |
| --- | --- |
| By: | /s/ Travis Pastachak |
| Name: | Travis Pastachak, P.Geo. |
Exhibit 99.1
Coeur Provides Company Update Post-New Gold Closing
Provides Consolidated 2026 Guidance and Announces Updated Capital Return Program
Issues Updated Year-End Reserves and Resources for Rainy River and New Afton, Including Maiden K-Zone Resource at New Afton and Two Years of Additional Mine Life at Rainy River
Chicago, Illinois – March 23, 2026 – Coeur Mining, Inc. (“Coeur” or the “Company”) (NYSE, TSX: CDE) today provided a corporate update following the March 20, 2026 completion of the acquisition of New Gold Inc.(“New Gold”), including consolidated 2026 guidance, 2025 mineral reserves and resources for the newly-acquired New Afton and Rainy River mines, and an updated financial policy highlighted by a robust new return of capital program.
Highlights
| • | New Afton and Rainy River contribute strong additions to Coeur’s updated 2026 consolidated<br> production guidance – The Company expects 2026 consolidated gold, silver and copper production of 680,000 – 815,000 ounces, 18.7 – 21.9 million ounces, and 50 – 65 million pounds, respectively, which<br> incorporates nine months of contribution from its two new Canadian mines. Coeur’s 2025 production totaled 419,046 gold ounces and 17.9 million silver ounces |
|---|---|
| • | Solid financial position and strong free cash flow lead to robust capital returns to stockholders – Coeur’s Board of Directors has authorized an expanded $750 million share repurchase program as well as an inaugural $0.02 per share semiannual dividend policy expected to be paid in June and December of each<br> year. Additionally, Coeur has entered into a new $1.0 billion revolving credit facility to further bolster its liquidity profile |
| --- | --- |
| • | Updated New Afton and Rainy River S-K 1300 technical reports highlight mine life expansion<br> opportunities and strong free cash flow – New life of mine plans reflect strong production and cash flow profiles from both operations including the impact of the recently developed C-Zone at New<br> Afton and a two-year mine life extension at Rainy River |
| --- | --- |
| • | Maiden resource at K-Zone positions New Afton for substantial future mine life extension – Year-end 2025 measured and indicated mineral resources at K-Zone totaled 47.6 million tonnes containing 715,000 ounces of gold, 2.8 million ounces of silver and 606 million pounds of copper. K-Zone inferred<br> mineral resources totaled 5.9 million tonnes containing 86,000 ounces of gold, 309,000 ounces of silver and 77 million pounds of copper. New Afton’s 2025 proven and probable reserves totaled 36.2 million tonnes containing 780,000 ounces<br> of gold, 201 million ounces of silver, and 591 million pounds of copper |
| --- | --- |
“Today marks an important milestone in Coeur’s transformation to the sector’s newest senior precious metals producer,” said Mitchell J. Krebs, Chairman, President and Chief Executive Officer. “With the New Gold acquisition now complete, the addition of New Afton and Rainy River increases our expected overall gold production by 80% and adds meaningful copper production alongside our dominant silver production profile. The tremendous free cash flow profile from our combined platform of seven North American operations will allow the Company to meaningfully accelerate and enlarge its return of capital strategy while also further bolstering our overall liquidity position. This strong financial position – along with the deep and talented combined team we are creating – will give us the flexibility to fund a pipeline of attractive organic growth projects and emerging new opportunities such as progressing the K-Zone at New Afton, advancing studies at our Silvertip silver project, and investing in high-return exploration programs across the portfolio.
“After having an opportunity to spend time at New Afton, Rainy River, and in the Toronto office and meet many of our new team members and important stakeholders, we are excited about building on these relationships and delivering the compelling benefits of this combination to our shareholders and to Canada going forward.”
Updated Financial Policy
Coeur’s enhanced financial policy seeks to generate per share value for stockholders and position the Company for future commodity price cycles by: (i) building and maintaining a resilient and flexible balance sheet; (ii) prudently reinvesting into its operations and projects to further drive its peer-leading return on invested capital; and (iii) returning excess capital to stockholders through a combination of opportunistic and programmatic share repurchases and sustainable cash dividends. Key priorities under the Company’s financial policy include:
| • | Maintaining a strong, resilient balance sheet and liquidity levels consistent with its new peer group of senior precious metals companies. This includes a policy of maintaining a net cash position<br> and establishing a new $1.0 billion revolving credit facility to replace the existing $400 million facility |
|---|---|
| • | Continuing to invest in focused exploration near its existing mines and projects. Over the last five years, the Company has invested over $340 million in exploration, contributing to double-digit<br> reserve and resource growth. In 2026, the Company expects to invest a total of approximately $160 million in exploration |
| --- | --- |
| • | Efficiently reinvesting in the Company’s existing mine portfolio and organic growth projects, including ongoing leach pad expansions at Rochester and increased tailings capacity at Kensington, to<br> support longer mine lives due to successful exploration investments. Longer term priorities include the potential development of New Afton’s K-Zone, the emerging regional development opportunity at East Palmarejo and the Silvertip<br> exploration project. In 2026, the Company expects to invest approximately $500 million in sustaining and development capital projects |
| --- | --- |
| • | Repurchasing shares under an expanded $750 million share repurchase program consisting of both opportunistic and programmatic repurchases to enhance key per share metrics and generate strong<br> returns. The new repurchase program incorporates and supersedes the Company’s previous $75 million repurchase program |
| --- | --- |
2
| • | Establishing an inaugural dividend policy of $0.02 per share of Coeur common stock paid semiannually, with the first dividend expected to be paid during the second quarter of 2026 |
|---|
New Afton and Rainy River Technical Report Highlights
Coeur filed updated technical report summaries under Item 1300 of SEC Regulation S-K for the New Afton and Rainy River operations following the close of the New Gold Transaction. The reports are available on www.sec.gov and on Coeur’s website.
New Afton: Mine Expected to Generate Significant, Low-Cost Production
Year-end 2025 proven and probable mineral reserves at New Afton totaled 36.2 million tonnes containing 780,000 ounces of gold, 2.1 million ounces of silver and 591 million pounds of copper. Measured and indicated mineral resources totaled 104.7 million tonnes containing 1.5 million ounces of gold, 5.6 million ounces of silver and 1.2 billion pounds of copper. Inferred mineral resources totaled 7.2 million tonnes containing 100,000 ounces of gold, 338,000 ounces of silver and 83 million pounds of copper.
Highlights
| • | Gold and copper production expected to average 105,000 ounces and 88 million pounds, respectively, over the next five years from C-Zone with a one-year extension to its reserves-only mine life to<br> 2032 |
|---|---|
| • | Throughput expected to ramp up to 15,000 tonnes per day from C-Zone during the first half of 2026 |
| --- | --- |
| • | Life-of-mine EBITDA of $3.4 billion and free cash flow of $2.8 billion based on proven and probable reserves only^1^ |
| --- | --- |
| • | Initial K-Zone resource established |
| --- | --- |
| o | Measured and indicated mineral resources totaled 47.6 million tonnes containing 715,000 ounces of gold, 2.9 million ounces of silver and 606 million pounds of copper; inferred mineral resources<br> totaled 5.9 million tonnes containing 86,000 ounces of gold, 309,000 ounces of silver and 77 million pounds of copper |
| --- | --- |
| o | The resource remains open both laterally and at depth, with the 2026 exploration program focusing on lateral growth of cave shape |
| --- | --- |
| o | Exploration drift extension planned to establish optimal drill platform, with approximately 515 meters expected by mid-year 2026 |
| --- | --- |
| o | Approximately 6,800 meters of ramp development has been approved for the 2026-2028 period |
| --- | --- |
| o | A feasibility study is expected to commence in the second half of 2026 |
| --- | --- |
Rainy River: Large-Scale Canadian Gold Operation Expected to Deliver Robust Free Cash Flow
Year-end 2025 proven and probable mineral reserves at Rainy River totaled 2.2 million ounces of gold and 5.6 million ounces of silver. Measured and indicated mineral resources totaled 1.6 million ounces of gold and 6.5 million ounces of silver. Inferred mineral resources totaled 418,000 ounces of gold and 1.0 million ounces of silver.
3
Highlights
| • | Replaced depletion in 2025 and extended reserves-only mine life by two years to 2035 |
|---|---|
| • | Annual gold and silver production expected to average 287,000 ounces and 527,000 ounces, respectively, over the next three years |
| --- | --- |
| • | Life of mine EBITDA of $3.0 billion and free cash flow of $2.2 billion based on proven and probable reserves only^2^ |
| --- | --- |
| • | Addition of Northwest extension to the open pit mine plan |
| --- | --- |
| • | Transition and ramp-up of underground mining activities continue to progress |
| --- | --- |
Updated 2026 Guidance Incorporates New Afton and Rainy River Mines
The Company has provided consolidated guidance for full-year 2026 including production, costs applicable to sales (“CAS”), capital expenditures, depreciation, depletion and amortization (“DD&A”), exploration, general and administrative expenses (“G&A”), and income and mining tax. Guidance reflects nine months of contributions of New Afton and Rainy River. This guidance replaces the Coeur stand-alone guidance issued on February 18, 2026.
2026 Production Guidance
| Gold<br><br> (oz) | Silver<br><br> (K oz) | Copper<br><br> (M lbs) | |
|---|---|---|---|
| Las Chispas | 55,000 - 65,000 | 5,500 - 6,300 | — |
| Palmarejo | 95,000 - 105,000 | 6,250 - 7,000 | — |
| Rochester | 70,000 - 90,000 | 6,400 - 7,800 | — |
| Kensington | 98,000 - 110,000 | — | — |
| Wharf | 72,000 - 90,000 | 50 - 200 | — |
| Coeur Sub Total | 390,000 – 460,000 | 18,200 – 21,300 | — |
| New Afton | 60,000 – 80,000 | 130 - 180 | 50 – 65 |
| Rainy River | 230,000 – 275,000 | 350 – 450 | — |
| Total | 680,000 - 815,000 | 18,680 – 21,930 | 50 - 65 |
4
2026 Adjusted Costs Applicable to Sales Guidance
| Gold<br><br> ($/oz) | Silver<br><br> ($/oz) | Copper<br><br> ($/lb) | |
|---|---|---|---|
| Las Chispas (co-product) | $750 - $950 | $12.50 - $14.50 | — |
| Palmarejo (co-product) | $700 - $900 | $21.50 - $23.50 | — |
| Rochester (co-product) | $1,350 - $1,550 | $23.00 - $25.00 | — |
| Kensington | $1,750 - $1,950 | — | — |
| Wharf (by-product) | $1,400 - $1,600 | — | — |
| New Afton (co-product)^3^ | $1,000 - $1,200 | — | $1.20 - $1.35 |
| Rainy River (by-product)^4^ | $2,150 - $2,350 | — | — |
2026 Capital, DD&A, Exploration, G&A and Income and Mining Tax Guidance
| (US$M) | Coeur | Total |
|---|---|---|
| Capital Expenditures, Sustaining | 207 - 239 | $291 - $337 |
| Capital Expenditures, Development | 98 - 125 | $146 - $189 |
| Exploration, Expensed | 93 - 103 | $118 - $132 |
| Exploration, Capitalized | 27 - 33 | $29 - $37 |
| General & Administrative Expenses | 63 - 67 | $90 - $100 |
| Cash Income and Mining Taxes | 400 - 500 | $475 - $600 |
| Amortization | 335 - 390 | $1,200 - $1,400 |
| Effective Tax Rate (%) | 29% – 35% | 30% - 36% |
All values are in US Dollars.
Note: The Company’s guidance figures assume prices of $4,550/oz gold, $77.50/oz silver and $5.00/lb copper as well as CAD of 1.38 and MXN of 18.00. Guidance figures exclude the impact of any metal sales or foreign exchange hedges.
The normalized effective tax rate excludes items that are not reflective of Coeur’s underlying performance, such as the impacts of foreign currency on deferred taxes, taxes related to prior periods, and one-time, non-cash, tax valuation allowance adjustments.
Conference Call
Coeur will conduct a conference call today, March 23, 2026, at 11:00 a.m. Eastern Time to discuss today’s release. An accompanying presentation will be made available on the Company’s website at www.coeur.com.
| Dial-In Numbers: | (855) 560-2581 (U.S.) |
|---|---|
| (855) 669-9657 (Canada) | |
| (412) 542-4166 (International) | |
| Conference ID: | Coeur Mining |
Hosting this call will be Mitchell J. Krebs, Chairman, President, and Chief Executive Officer of Coeur, who will be joined by Thomas S. Whelan, Executive Vice President and Chief Financial Officer, Michael “Mick” Routledge, Executive Vice President and Chief Operating Officer, Aoife McGrath, Executive Vice President, Exploration and other members of management. A replay of the call will be available through March 30, 2026.
5
| Replay numbers: | (855) 669-9658 (U.S./Canada) |
|---|---|
| (412) 317-0088 (International) | |
| Conference ID: | 148 67 53 |
6
About Coeur
Coeur Mining, Inc. is a U.S.-based, well-diversified, growing precious metals producer with seven wholly-owned operations: the New Afton gold-copper mine in British Columbia, Canada, the Rainy River gold-silver mine in Ontario, Canada, the Las Chispas silver-gold mine in Sonora, Mexico, the Palmarejo gold-silver mine in Chihuahua, Mexico, the Rochester silver-gold mine in Nevada, the Kensington gold mine in Alaska and the Wharf gold mine in South Dakota. In addition, the Company wholly-owns the Silvertip polymetallic critical minerals exploration project in British Columbia, Canada.
Cautionary Statements
This news release contains forward-looking statements within the meaning of securities legislation in the United States and Canada, relating to our mining business, including statements regarding the acquisition of New Gold and the integration of the New Afton and Rainy River mines, anticipated mineral reserve and resource estimates, exploration efforts and expenditures, development and expansion initiatives, growth, and upgrade or conversion, estimated production, costs, EBITDA, free cash flow, capital expenditures, expenses, recoveries, metals prices, sufficiency of assets, ability to discharge liabilities, liquidity management, financing needs, risk management strategies, including hedging, capital resources and use, cash flow maximization, mine life and other strategic initiatives. 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 risk that anticipated additions or upgrades to reserves and resources are not attained, the risk that planned exploration programs may be curtailed or canceled due to budget constraints or other reasons, the risks and hazards inherent in the mining business (including risks inherent in developing large-scale mining projects, environmental hazards, industrial accidents, weather or geologically related conditions), changes in the market prices of gold, silver, copper, zinc and lead and a sustained lower price environment, the uncertainties inherent in Coeur’s production, exploratory and developmental activities, including risks relating to permitting and regulatory delays, ground conditions, grade and recovery variability, any future labor disputes or work stoppages, the uncertainties inherent in the estimation of mineral reserves and mineral resources, the potential effects of pandemics or epidemics, including impacts to the availability of our workforce, 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, changes that could result from Coeur’s future acquisition of new mining properties or businesses, the loss of any third-party smelter to which Coeur markets its production, 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, the ability to maintain positive relationships with community stakeholders, inflationary pressures and impacts from tariffs and other trade barriers, Coeur’s ability to raise additional financing necessary to conduct its business, make payments or refinance its debt, as well as other 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 report on Form 10-K. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. Coeur disclaims any intent or obligation to update publicly such forward-looking statements, 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.
The scientific and technical information concerning our mineral projects in this news release have been reviewed and approved by a “qualified person” under Item 1300 of Regulation S-K under the Securities Exchange Act of 1934, as amended (“SK 1300”), namely our Senior Vice President, Technical Services, Christopher Pascoe. For a description of the key assumptions, parameters and methods used to estimate mineral reserves and mineral resources for Coeur’s material properties included in this news release, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the Technical Report Summaries for each of the Company’s material properties which are available at www.sec.gov.
Notes
See New Afton mine technical report dated December 31, 2025.
See Rainy River mine technical report dated December 31, 2025.
New Afton CAS per gold ounce includes the non-cash impact of the $21 million total of the preliminary purchase price allocation ascribed to inventory, split between gold ($134 per ounce) and copper ($0.15 per pound).
Rainy River CAS per gold ounce includes the non-cash impact of $180 million ($675 per ounce) of the preliminary purchase price allocation ascribed to inventory. It also includes $41 million ($155 per ounce) of stripping costs which are required to be capitalized under U.S. GAAP and $93 million ($239 per ounce) related to how the streaming arrangement with Royal Gold is reported under U.S. GAAP.
7
For Additional Information
Coeur Mining, Inc.
200 S. Wacker Drive, Suite 2100
Chicago, Illinois 60606
Attention: Jeff Wilhoit, Senior Director, Investor Relations
Phone: (312) 489-5800
www.coeur.com
Source: Coeur Mining
8
Exhibit 99.2
Coeur Mining, Inc. Announces Commencement of Exchange Offer and Consent Solicitation for New Gold Senior Notes
Chicago, Illinois – March 23, 2026 – Coeur Mining, Inc. (“Coeur” or the “Company”) (NYSE, TSX: CDE) today announced that it has commenced a private exchange offer to certain Eligible Holders (the “Exchange Offer”) for any and all of the US$400,000,000 aggregate principal amount outstanding 6.875% Senior Notes due 2032 (CUSIP: 644535 AJ5 / C62944 AE0; ISIN: US644535AJ57 / USC62944AE04) (the “Existing Notes”) issued by New Gold Inc. (“New Gold”) for up to US$400,000,000 aggregate principal amount of new notes to be issued by Coeur (the “New Notes”) and cash.
In conjunction with the Exchange Offer, Coeur is concurrently soliciting consents (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Existing Notes (the “Existing Notes Indenture”) to, among other things, eliminate from the Existing Notes Indenture (i) substantially all of the restrictive covenants and (ii) certain of the events which may lead to an “Event of Default” (collectively, the “Proposed Amendments”). The Proposed Amendments require the consent of the holders of not less than a majority in principal amount of the Existing Notes outstanding (the “Requisite Consent”). If the Requisite Consent is obtained, any remaining Existing Notes not tendered and exchanged for New Notes will be governed by the amended indenture. The Exchange Offer and the Consent Solicitation are subject to the same conditions, and any waiver of a condition by Coeur with respect to the Exchange Offer will automatically waive such condition with respect to the Consent Solicitation, as applicable.
As previously announced, Coeur has completed the acquisition of all of the issued and outstanding shares of New Gold (the “Transaction”). The consummation of the Transaction constitutes a “change of control” under the Existing Notes Indenture. Accordingly, pursuant to the existing terms of the Existing Notes Indenture, New Gold would be obliged to, within 30 days of the consummation of the Transaction, make an offer to repurchase all outstanding Existing Notes at a purchase price equal to 101% of the principal amount of the Existing Notes, plus accrued and unpaid interest, if any to, but excluding, the date of repurchase, in connection with the consummation of the Transaction (the “Change of Control Offer”). However, if the Exchange Offer is consummated and the Proposed Amendments are adopted, Coeur will no longer be obliged to make the Change of Control Offer.
The following table sets forth the Early Participation Cash Consideration (as defined herein), Exchange Consideration (as defined herein), Early Participation Premium (as defined herein) and Total Consideration (as defined herein) for the Existing Notes:
| Title of<br><br> <br>Existing<br><br> <br>Notes | CUSIP<br><br> <br>Number / ISIN | Aggregate<br><br> <br>Principal Amount Outstanding | Early<br><br> <br>Participation<br><br> <br>Cash Consideration^(1)^ | Exchange Consideration^(2)^ | Early<br><br> <br>Participation Premium^(3)^ | Total<br><br> <br>Consideration^(4)^ |
|---|---|---|---|---|---|---|
| 6.875% Senior Notes due 2032 | Rule 144A Notes: 644535 AJ5 / US644535AJ57<br><br> <br>Reg. S Notes: C62944 AE0 / USC62944AE04 | US$400,000,000 | US$2.00 | US$950 | US$50 | US$1,000 in New Notes and US$2.00 in cash |
1
| (1) | Amount payable in cash on the Settlement Date for each US$1,000 principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early<br> Participation Date and accepted for exchange. |
|---|---|
| (2) | Principal amount of New Notes issued in exchange for each US$1,000 principal amount of Existing Notes validly tendered (and not validly withdrawn) after the Early Participation Date, but on or<br> prior to the Expiration Date, and accepted for exchange. |
| --- | --- |
| (3) | Principal amount of additional New Notes issued in exchange for each US$1,000 principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation<br> Date, and accepted for exchange. |
| --- | --- |
| (4) | Principal amount of New Notes issued in exchange for, and amount payable in cash on the Settlement Date for, each US$1,000 principal amount of Existing Notes validly tendered (and not validly<br> withdrawn) on or before the Early Participation Date and accepted for exchange. Includes the Early Participation Cash Consideration, US$950 in New Notes, and the Early Participation Premium. |
| --- | --- |
The Exchange Offer and Consent Solicitation is being made pursuant to the terms and subject to the conditions set forth in the exchange offer memorandum and consent solicitation statement dated March 23, 2026 (the “Exchange Offer Memorandum and Consent Solicitation Statement”). The Exchange Offer will expire at 5:00 p.m., New York City time, on April 20, 2026, unless extended or terminated by Coeur (such date and time, as may be extended, the “Expiration Date”). Eligible Holders of Existing Notes who validly exchange and have not validly withdrawn their Existing Notes at or prior to 5:00 p.m., New York time, on April 3, 2026, unless extended or terminated (such date and time, as the same may be extended, the “Early Participation Date”), will be eligible to receive the Early Participation Premium (as defined herein). Eligible Holders may not deliver a consent in the Consent Solicitation without tendering Existing Notes in the Exchange Offer. Tenders of Existing Notes may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on April 3, 2026 (such date and time, as it may be extended, the “Withdrawal Deadline”); however, a valid withdrawal of the tendered Existing Notes after the Consent Revocation Deadline will not be deemed a revocation of the related consent and such consent will continue to be deemed delivered. Tenders of Existing Notes after the Withdrawal Deadline will be irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law. A consent may not be withdrawn after the earlier of (i) 5:00 p.m., New York City time, on April 3, 2026, unless extended or terminated, and (ii) the date the supplemental indenture to the Existing Notes Indenture implementing the Proposed Amendments is executed (the earlier of (i) and (ii), the “Consent Revocation Deadline”). The Consent Solicitation will expire at the Early Participation Date. The settlement date (the “Settlement Date”) for the Exchange Offer will be promptly after the Expiration Date and is expected to occur no earlier than the second business day after the Expiration Date, on or about April 22, 2026, unless extended or terminated by Coeur, subject to customary closing conditions, including regulatory approvals.
For each $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn at or prior to the Early Participation Date, Eligible Holders of Existing Notes will be eligible to receive the total consideration set out in the table above (the “Total Consideration”), which includes early participation cash consideration of $2.00 in cash (the “Early Participation Cash Consideration”) and an early participation premium, payable in additional principal amount of New Notes, of $50 (the “Early Participation Premium”). To be eligible to receive the Total Consideration, Eligible Holders must have validly tendered and not withdrawn their Existing Notes at or prior to the Early Participation Date and beneficially own such Existing Notes at the Expiration Date. For the avoidance of doubt, unless the Exchange Offer is amended, in no event will any holder of Existing Notes receive more than $1,000 aggregate principal amount of New Notes for each $1,000 aggregate principal amount of Existing Notes accepted for exchange.
2
For each $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn after the Early Participation Date and on or prior to the Expiration Date, Eligible Holders of Existing Notes will be eligible to receive $950 principal amount of New Notes (the “Exchange Consideration”). To be eligible to receive the Exchange Consideration, Eligible Holders must validly tender (and not validly withdraw) their Existing Notes at or prior to the Expiration Date. An Eligible Holder that validly tenders Existing Notes and delivers (and does not validly revoke) a consent prior to the Early Participation Date but withdraws such Existing Notes after the Early Participation Date but prior to the Expiration Date will receive the Early Participation Cash Consideration, even if such Eligible Holder is no longer the beneficial owner of such Existing Notes on the Expiration Date.
No accrued and unpaid interest is payable upon exchange of any Existing Notes in the Exchange Offer and Consent Solicitation. The interest rate, interest payment dates, maturity and redemption terms of the New Notes to be issued by Coeur in the Exchange Offer will be the same as those of the Existing Notes to be exchanged. The first interest payment on the New Notes will include the accrued and unpaid interest from the date of the last interest payment made under the Existing Notes Indenture on the Existing Notes in exchange therefor so that a tendering Eligible Holder will receive the same interest payment it would have received had its Existing Notes not been tendered in the Exchange Offer and Consent Solicitation; provided that the amount of accrued and unpaid interest shall only be equal to the accrued and unpaid interest on the principal amount of Existing Notes equal to the aggregate principal amount of New Notes an Eligible Holder receives, which may be less than the principal amount of corresponding Existing Notes tendered for exchange if such holder tenders (and does not subsequently withdraw) its Existing Notes after the Early Participation Date.
Tenders of Existing Notes in the Exchange Offer may be validly withdrawn at any time prior to the Expiration Date. The Exchange Offer is subject to the satisfaction or waiver of a number of conditions as set forth in the Exchange Offer Memorandum and Consent Solicitation Statement, together with cash on hand, if needed, in an amount sufficient to effect the repurchase of all the Existing Notes validly exchanged and accepted for purchase pursuant to the Exchange Offer. The Company may amend, extend or terminate the Exchange Offer in its sole discretion and subject to applicable law.
RBC Capital Markets, LLC is acting as the Dealer Manager for the Exchange Offer. The information agent and exchange agent is Global Bondholder Services Corporation. Copies of the Exchange Offer Memorandum, the notice of delivery and related exchange offering materials are available by contacting Global Bondholder Services Corporation at (855) 654-2015 or by email at contact@gbsc-usa.com. Questions regarding the Exchange Offer should be directed to RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7843 (collect) or by email at liability.management@rbccm.com.
Documents relating to the Exchange Offer and Consent Solicitation will only be distributed to Eligible Holders of Existing Notes who complete and return an eligibility certificate, available at https://gbsc-usa.com/eligibility/coeur, confirming that they are either a “qualified institutional buyer” under Rule 144A or not a “U.S. person” and outside the United States under Regulation S for purposes of applicable securities laws, and a non-U.S. qualified offeree (as defined in the Exchange Offer Memorandum and Consent Solicitation Statement). Additionally, in order to participate in the Exchange Offer and Consent Solicitation, Eligible Holders located or resident in Canada are required to complete, sign and submit to the information agent and exchange agent a Canadian eligibility certification (the “Canadian Eligibility Form”), which is available from the information agent and exchange agent. The complete terms and conditions of the Exchange Offer and Consent Solicitation are described in the Exchange Offer Memorandum and Consent Solicitation Statement, copies of which may be obtained by contacting Global Bondholder Services Corporation, the exchange agent and information agent in connection with the Exchange Offer and Consent Solicitation, at (855) 654-2015 (toll-free) or (212) 430-3774 (banks and brokers), or by email at contact@gbsc-usa.com.
3
None of the Company, the Dealer Manager, the Exchange Agent and Information Agent, or the Trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders of the Notes should exchange any Notes in response to the Exchange Offer. Holders of the Notes must make their own decision as to whether to exchange any of their Notes and, if so, the principal amount of Notes to exchange. This announcement is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Exchange Offer is being made solely by means of the Exchange Offer Memorandum and Consent Solicitation Statement. In those jurisdictions where the securities, blue sky or other laws require any exchange offer to be made by a licensed broker or dealer, the Exchange Offer will be deemed to be made on behalf of the Company by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
The New Notes offered in the Exchange Offer have not been registered under the Securities Act of 1933, as amended, or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws.
About Coeur
Coeur Mining, Inc. (NYSE: CDE) is a U.S.-based, well-diversified, growing precious metals producer with seven wholly-owned operations: the New Afton gold-copper mine in British Columbia, Canada, the Rainy River gold-silver mine in Ontario, Canada, the Las Chispas silver-gold mine in Sonora, Mexico, the Palmarejo gold-silver mine in Chihuahua, Mexico, the Rochester silver-gold mine in Nevada, the Kensington gold mine in Alaska and the Wharf gold mine in South Dakota. In addition, the Company wholly-owns the Silvertip polymetallic critical minerals exploration project in British Columbia, Canada.
Forward-Looking Statements and Cautionary Statements
Certain statements in this press release, including, but not limited to, any statements regarding the expected timetable for the Exchange Offer and the Consent Solicitation, the expected results of the Exchange Offer, the effects of, and expected timeline for the adoption of, the Proposed Amendments, whether the New Gold Change of Control Offer will be made, and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely,” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include, but are not limited to, statements regarding the form and results of the Exchange Offer and the Consent Solicitation; Coeur’s plans and expectations with respect to the acquisition of New Gold and the anticipated impact of the Transaction on the combined company’s results of operations, financial position, growth opportunities and competitive position, and related strategies, plans and integration. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 or “forward-looking information” within the meaning of applicable Canadian securities laws.
4
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 possibility that Eligible Holders of New Gold may not tender the Existing Notes in the Exchange Offer and may not deliver their consents in the Consent Solicitation; the risk that any other condition to closing of the Exchange Offer and the Consent Solicitation may not be satisfied; the risk that the closing of the Exchange Offer and the Consent Solicitation might be delayed or not occur at all; Coeur’s ability to comply with covenants in New Gold’s Existing Notes and Existing Notes Indenture; Coeur’s ability to obtain amendments to the covenants in the Existing Notes and Existing Notes Indenture; potential adverse reactions or changes to business or employee relationships of Coeur or New Gold, including those resulting from the announcement or completion of the Exchange Offer; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Coeur and New Gold; the effects of the business combination of Coeur and New Gold, 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 of any litigation relating to the Transaction; 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. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for the combined company’s operations, gold, silver and copper 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 Exchange Offer Memorandum and Consent Solicitation Statement under “Risk Factors,” in Coeur’s Annual Report on Form 10-K for the year ended December 31, 2025, which is on file with the SEC and available from Coeur’s website at www.coeur.com under the “Investors” tab, and in other documents Coeur’s files with the SEC and in New Gold’s annual information form for the year ended December 31, 2025, which is on file with the SEC and on SEDAR+ and available from New Gold’s website at www.newgold.com under the “Investors” tab, and in other documents New Gold 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. Neither Coeur’s nor New Gold assumes 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.
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an offer to purchase, or the solicitation of an offer to sell, or the solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In the case of the Exchange Offer and Consent Solicitation, the Exchange Offer and Consent Solicitation are being made solely pursuant to the Exchange Offer Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.
For Additional Information
Coeur Mining, Inc.
200 S. Wacker Drive, Suite 2100
Chicago, Illinois 60606
Attention: Jeff Wilhoit, Senior Director, Investor Relations
Phone: (312) 489-5800
Source: Coeur Mining
5
Exhibit 99.3

New Afton Operations
British Columbia, Canada
Technical Report Summary

| Prepared for:<br><br> <br>Coeur Mining, Inc.<br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br>Report current as at:<br><br> <br>31 December, 2025 | Prepared by:<br><br> <br>Mr. Tyler Roberts, P.Eng.<br><br> <br><br><br> <br>Mr. Devin Wade, P.Geo.<br><br> <br><br><br> <br>Ms. Jennifer Katchen, P.Eng.<br><br> <br><br><br> <br>Mr. Vincent Nadeau-Benoit, P.Geo.<br><br> <br><br><br> <br>Mr. Matthew Davis, P.Eng.<br><br> <br><br><br> <br>Ms. Emily O’Hara, P.Eng. |
|---|
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
|---|
Date and Signature Page
The following Qualified Persons, who are employees of Coeur Mining, Inc. or its subsidiaries, prepared this technical report summary, entitled “New Afton Operations, British Columbia, Technical Report Summary” and confirm that the information in the technical report summary is current as at 31 December, 2025.
“Signed”
Mr. Tyler Roberts, P.Eng.
“Signed”
Mr. Devin Wade, P.Geo.
“Signed”
Ms. Jennifer Katchen, P.Eng.
“Signed”
Mr. Vincent Nadeau-Benoit, P.Geo.
“Signed”
Mr. Matthew Davis, P.Eng.
“Signed”
Ms. Emily O’Hara, P.Eng.
| Date: December 31, 2025 | Page a |
|---|
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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CONTENTS
| 1.0 | EXECUTIVE SUMMARY | 1-1 |
|---|---|---|
| 1.1 | Introduction | 1-1 |
| 1.2 | Terms of Reference | 1-1 |
| 1.3 | Property Setting | 1-1 |
| 1.4 | Mineral Tenure, Surface Rights, Water Rights, Royalties and Agreements | 1-2 |
| 1.5 | Geology and Mineralization | 1-3 |
| 1.6 | History and Exploration | 1-3 |
| 1.7 | Drilling and Sampling | 1-3 |
| 1.8 | Data Verification | 1-4 |
| 1.9 | Metallurgical Testwork | 1-4 |
| 1.10 | Mineral Resource Estimation | 1-5 |
| 1.10.1 | Estimation Methodology | 1-5 |
| 1.10.2 | Mineral Resource Statement | 1-6 |
| 1.10.3 | Factors That May Affect the Mineral Resource Estimate | 1-6 |
| 1.11 | Mineral Reserve Estimation | 1-8 |
| 1.11.1 | Estimation Methodology | 1-8 |
| 1.11.2 | Mineral Reserve Statement | 1-8 |
| 1.11.3 | Factors That May Affect the Mineral Reserve Estimate | 1-8 |
| 1.12 | Mining Methods | 1-9 |
| 1.13 | Recovery Methods | 1-11 |
| 1.14 | Infrastructure | 1-11 |
| 1.15 | Markets and Contracts | 1-12 |
| 1.15.1 | Market Studies | 1-12 |
| 1.15.2 | Commodity Prices | 1-13 |
| 1.15.3 | Contracts | 1-13 |
| 1.16 | Environmental, Permitting and Social Considerations | 1-13 |
| 1.16.1 | Environmental Studies and Monitoring | 1-13 |
| 1.16.2 | Closure and Reclamation Considerations | 1-14 |
| 1.16.3 | Permitting | 1-14 |
| 1.16.4 | Social Considerations, Plans, Negotiations and Agreements | 1-14 |
| 1.17 | Capital Cost Estimates | 1-14 |
| 1.18 | Operating Cost Estimates | 1-15 |
| 1.19 | Economic Analysis | 1-16 |
| 1.19.1 | Forward-Looking Information | 1-16 |
| 1.19.2 | Methodology and Assumptions | 1-17 |
| 1.19.3 | Economic Analysis | 1-17 |
| 1.19.4 | Sensitivity Analysis | 1-19 |
| 1.20 | Risks and Opportunities | 1-19 |
| 1.20.1 | Risks | 1-19 |
| 1.20.2 | Opportunities | 1-19 |
| 1.21 | Conclusions | 1-20 |
| 1.22 | Recommendations | 1-20 |
| 2.0 | INTRODUCTION | 2-1 |
| 2.1 | Registrant | 2-1 |
| 2.2 | Terms of Reference | 2-1 |
| 2.2.1 | Report Purpose | 2-1 |
| 2.2.2 | Terms of Reference | 2-1 |
| Date: December 31, 2025 | Page i | |
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| 2.3 | Qualified Persons | 2-3 |
| --- | --- | --- |
| 2.4 | Site Visits and Scope of Personal Inspection | 2-3 |
| 2.4.1 | Mr. Tyler Roberts | 2-3 |
| 2.4.2 | Mr. Devin Wade | 2-3 |
| 2.4.3 | Ms. Jennifer Katchen | 2-3 |
| 2.4.4 | Mr. Vincent Nadeau-Benoit | 2-4 |
| 2.4.5 | Mr. Matthew Davis | 2-5 |
| 2.4.6 | Ms. Emily O’Hara | 2-5 |
| 2.5 | Report Date | 2-5 |
| 2.6 | Information Sources and References | 2-5 |
| 2.7 | Previous Technical Report Summaries | 2-5 |
| 3.0 | PROPERTY DESCRIPTION | 3-1 |
| 3.1 | Property Location | 3-1 |
| 3.2 | Ownership | 3-1 |
| 3.3 | Mineral Title | 3-1 |
| 3.3.1 | Tenure Holdings | 3-1 |
| 3.3.2 | Tenure Maintenance Requirements | 3-8 |
| 3.4 | Surface Rights | 3-8 |
| 3.5 | Water Rights | 3-8 |
| 3.6 | Royalties | 3-8 |
| 3.7 | Agreements | 3-12 |
| 3.8 | Encumbrances | 3-12 |
| 3.8.1 | Permitting Requirements | 3-12 |
| 3.8.2 | Permitting Timelines | 3-12 |
| 3.8.3 | Violations and Fines | 3-12 |
| 3.9 | Significant Factors and Risks That May Affect Access, Title or Work Programs | 3-12 |
| 4.0 | ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY | 4-1 |
| 4.1 | Physiography | 4-1 |
| 4.2 | Accessibility | 4-1 |
| 4.3 | Climate | 4-1 |
| 4.4 | Infrastructure | 4-1 |
| 5.0 | HISTORY | 5-1 |
| 6.0 | GEOLOGICAL SETTING, MINERALIZATION, AND DEPOSIT | 6-1 |
| 6.1 | Deposit Type | 6-1 |
| 6.2 | Regional Geology | 6-1 |
| 6.3 | Local Geology | 6-3 |
| 6.3.1 | Lithological Units | 6-3 |
| 6.3.2 | Structure | 6-3 |
| 6.3.3 | Metamorphism | 6-3 |
| 6.3.4 | Mineralization | 6-3 |
| 6.4 | Property Geology | 6-8 |
| 6.4.1 | Deposit Dimensions | 6-8 |
| 6.4.2 | Lithological Units | 6-8 |
| 6.4.3 | Structure | 6-8 |
| 6.4.4 | Alteration | 6-8 |
| 6.4.5 | Mineralization | 6-11 |
| 7.0 | EXPLORATION | 7-1 |
| 7.1 | Exploration | 7-1 |
| 7.1.1 | Grids and Surveys | 7-1 |
| 7.1.2 | Geological Mapping | 7-1 |
| Date: December 31, 2025 | Page ii | |
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| 7.1.3 | Geochemistry | 7-1 |
| --- | --- | --- |
| 7.1.4 | Geophysics | 7-1 |
| 7.1.5 | Exploration Drifts | 7-5 |
| 7.1.6 | Other Studies | 7-5 |
| 7.1.7 | Qualified Person’s Interpretation of the Exploration Information | 7-5 |
| 7.1.8 | Exploration Potential | 7-5 |
| 7.2 | Drilling | 7-7 |
| 7.2.1 | Overview | 7-7 |
| 7.2.2 | Drill Methods | 7-7 |
| 7.2.3 | Logging | 7-7 |
| 7.2.4 | Recovery | 7-13 |
| 7.2.5 | Collar Surveys | 7-13 |
| 7.2.6 | Down Hole Surveys | 7-13 |
| 7.2.7 | Drilling Since Database Close-out Date | 7-13 |
| 7.2.8 | Comment on Material Results and Interpretation | 7-14 |
| 7.3 | Hydrogeology | 7-14 |
| 7.3.1 | Sampling Methods and Laboratory Determinations | 7-14 |
| 7.3.2 | Comment on Results | 7-14 |
| 7.3.3 | Surface Water | 7-15 |
| 7.3.4 | Groundwater | 7-15 |
| 7.4 | Geotechnical | 7-16 |
| 7.4.1 | Sampling Methods and Laboratory Determinations | 7-17 |
| 7.4.2 | In Situ Rock Mass Stress | 7-18 |
| 7.4.3 | Comment on Results | 7-18 |
| 8.0 | SAMPLE PREPARATION, ANALYSES, AND SECURITY | 8-1 |
| 8.1 | Sampling Methods | 8-1 |
| 8.2 | Sample Security Methods | 8-1 |
| 8.3 | Density Determinations | 8-1 |
| 8.4 | Analytical and Test Laboratories | 8-2 |
| 8.5 | Sample Preparation | 8-2 |
| 8.6 | Analysis | 8-2 |
| 8.7 | Quality Assurance and Quality Control | 8-3 |
| 8.8 | Database | 8-4 |
| 8.9 | Qualified Person’s Opinion on Sample Preparation, Security, and Analytical Procedures | 8-5 |
| 9.0 | DATA VERIFICATION | 9-1 |
| 9.1 | Internal Data Verification | 9-1 |
| 9.2 | External Data Verification | 9-1 |
| 9.3 | Data Verification by Qualified Person | 9-2 |
| 9.3.1 | Mr. Nadeau-Benoit | 9-2 |
| 9.3.2 | Mr. Roberts | 9-2 |
| 9.4 | Qualified Person’s Opinion on Data Adequacy | 9-3 |
| 10.0 | MINERAL PROCESSING AND METALLURGICAL TESTING | 10-1 |
| 10.1 | Test Laboratories | 10-1 |
| 10.2 | Metallurgical Testwork | 10-1 |
| 10.2.1 | C-Zone | 10-1 |
| 10.2.2 | East Extension | 10-3 |
| 10.2.3 | D-Zone | 10-3 |
| 10.2.4 | K-Zone | 10-4 |
| 10.2.5 | Cleaner Circuit Upgrade | 10-4 |
| 10.3 | Recovery Estimates | 10-4 |
| 10.4 | Metallurgical Variability | 10-5 |
| Date: December 31, 2025 | Page iii | |
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| 10.5 | Deleterious Elements | 10-7 |
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| 10.6 | Qualified Person’s Opinion on Data Adequacy | 10-7 |
| 11.0 | MINERAL RESOURCE ESTIMATES | 11-1 |
| 11.1 | Introduction | 11-1 |
| 11.2 | Exploratory Data Analysis | 11-1 |
| 11.3 | Geological Models | 11-1 |
| 11.4 | Density Assignment | 11-2 |
| 11.5 | Grade Capping/Outlier Restrictions | 11-2 |
| 11.6 | Composites | 11-4 |
| 11.7 | Variography | 11-4 |
| 11.8 | Estimation/interpolation Methods | 11-4 |
| 11.9 | Validation | 11-4 |
| 11.10 | Confidence Classification of Mineral Resource Estimate | 11-5 |
| 11.10.1 | Mineral Resource Confidence Classification | 11-5 |
| 11.10.2 | Uncertainties Considered During Confidence Classification | 11-5 |
| 11.11 | Reasonable Prospects of Economic Extraction | 11-6 |
| 11.11.1 | Input Assumptions | 11-6 |
| 11.11.2 | Commodity Price | 11-6 |
| 11.11.3 | Cut-off Grades | 11-6 |
| 11.11.4 | QP Statement | 11-8 |
| 11.12 | Mineral Resource Statement | 11-8 |
| 11.13 | Uncertainties (Factors) That May Affect the Mineral Resource Estimate | 11-8 |
| 12.0 | MINERAL RESERVE ESTIMATES | 12-1 |
| 12.1 | Introduction | 12-1 |
| 12.2 | Development of Mining Case | 12-1 |
| 12.3 | Cut-offs | 12-3 |
| 12.4 | Ore Loss and Dilution | 12-3 |
| 12.5 | Commodity Price | 12-4 |
| 12.6 | Mineral Reserve Statement | 12-5 |
| 12.7 | Uncertainties (Factors) That May Affect the Mineral Reserve Estimate | 12-5 |
| 13.0 | MINING METHODS | 13-1 |
| 13.1 | Introduction | 13-1 |
| 13.2 | Geotechnical Considerations | 13-1 |
| 13.2.1 | Caveability and Fragmentation | 13-1 |
| 13.2.2 | Stope Stability | 13-1 |
| 13.2.3 | Surface Subsidence | 13-2 |
| 13.2.4 | Mud Rushes | 13-3 |
| 13.2.5 | Air Blast | 13-3 |
| 13.2.6 | Support Systems | 13-4 |
| 13.2.7 | Monitoring | 13-4 |
| 13.3 | Hydrogeological Considerations | 13-5 |
| 13.4 | Operations | 13-5 |
| 13.4.1 | Mining Method | 13-5 |
| 13.4.2 | Access | 13-6 |
| 13.4.3 | B3 Cave | 13-6 |
| 13.4.4 | C-Zone | 13-6 |
| 13.4.5 | East Extension | 13-7 |
| 13.5 | Materials Handling | 13-8 |
| 13.5.1 | B3 Cave | 13-8 |
| 13.5.2 | C-Zone | 13-8 |
| 13.5.3 | East Extension | 13-9 |
| Date: December 31, 2025 | Page iv | |
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| 13.6 | Underground Infrastructure | 13-9 |
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| 13.6.1 | Maintenance and Workshops | 13-9 |
| 13.6.2 | Fuel Bay | 13-10 |
| 13.6.3 | Batch Plant | 13-10 |
| 13.6.4 | Refuge Stations | 13-10 |
| 13.6.5 | Utility and Fire Water | 13-10 |
| 13.6.6 | Compressed Air and Electricity | 13-10 |
| 13.6.7 | Communications | 13-10 |
| 13.7 | Ventilation | 13-11 |
| 13.8 | Blasting and Explosives | 13-13 |
| 13.9 | Production Schedule | 13-13 |
| 13.10 | Equipment | 13-13 |
| 13.11 | Personnel | 13-15 |
| 14.0 | RECOVERY METHODS | 14-1 |
| 14.1 | Process Method Selection | 14-1 |
| 14.2 | Flowsheet | 14-1 |
| 14.3 | Throughput | 14-1 |
| 14.4 | Plant Design | 14-1 |
| 14.4.1 | Crushing | 14-1 |
| 14.4.2 | Grinding | 14-3 |
| 14.4.3 | Flotation | 14-3 |
| 14.4.4 | Dewatering | 14-4 |
| 14.4.5 | Tailings | 14-4 |
| 14.5 | Equipment Sizing | 14-5 |
| 14.6 | Power and Consumables | 14-6 |
| 14.6.2 | Consumables | 14-6 |
| 14.6.3 | Personnel | 14-6 |
| 15.0 | INFRASTRUCTURE | 15-1 |
| 15.1 | Introduction | 15-1 |
| 15.2 | Surface Buildings and Facilities | 15-1 |
| 15.3 | Roads and Logistics | 15-3 |
| 15.4 | Stockpiles | 15-3 |
| 15.5 | Waste Rock Storage Facilities | 15-3 |
| 15.6 | Tailings Storage Facilities | 15-3 |
| 15.6.1 | Afton Pit TSF | 15-4 |
| 15.6.2 | New Afton TSF | 15-4 |
| 15.6.3 | Historical Afton TSF | 15-4 |
| 15.6.4 | Pothook TSF | 15-5 |
| 15.6.5 | Tailings Facility Stabilization | 15-5 |
| 15.6.6 | Monitoring | 15-6 |
| 15.6.7 | Performance Reviews | 15-6 |
| 15.7 | Water Management | 15-6 |
| 15.8 | Water Supply | 15-7 |
| 15.9 | Camps and Accommodation | 15-7 |
| 15.10 | Power and Electrical | 15-7 |
| 16.0 | MARKET STUDIES AND CONTRACTS | 16-1 |
| 16.1 | Markets | 16-1 |
| 16.2 | Commodity Price Forecasts | 16-1 |
| 16.3 | Contracts | 16-2 |
| 17.0 | ENVIRONMENTAL STUDIES, PERMITTING, AND PLANS, NEGOTIATIONS, OR AGREEMENTS WITH LOCAL INDIVIDUALS OR GROUPS | 17-1 |
| Date: December 31, 2025 | Page v | |
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| 17.1 | Baseline and Supporting Studies | 17-1 |
| --- | --- | --- |
| 17.2 | Environmental Considerations/Monitoring Programs | 17-1 |
| 17.3 | Closure and Reclamation Considerations | 17-1 |
| 17.4 | Permitting | 17-2 |
| 17.5 | Social Considerations, Plans, Negotiations and Agreements | 17-3 |
| 17.5.1 | Social Considerations | 17-3 |
| 17.5.2 | Indigenous Communities | 17-3 |
| 17.5.3 | Cultural Heritage | 17-4 |
| 17.6 | Qualified Person’s Opinion on Adequacy of Current Plans to Address Issues | 17-4 |
| 18.0 | CAPITAL AND OPERATING COSTS | 18-1 |
| 18.1 | Introduction | 18-1 |
| 18.2 | Capital Cost Estimates | 18-1 |
| 18.2.1 | Mine-Related Costs | 18-1 |
| 18.2.2 | Other Costs | 18-1 |
| 18.2.3 | Capital Cost Summary | 18-1 |
| 18.3 | Operating Cost Estimates | 18-2 |
| 18.3.1 | Basis of Estimate | 18-2 |
| 18.3.2 | Mining and Processing Costs | 18-2 |
| 18.3.3 | General and Administrative Costs | 18-3 |
| 18.3.4 | Other Operating Costs | 18-3 |
| 18.3.5 | Operating Cost Summary | 18-3 |
| 19.0 | ECONOMIC ANALYSIS | 19-1 |
| 19.1 | Forward-looking Information | 19-1 |
| 19.2 | Methodology Used | 19-1 |
| 19.3 | Financial Model Parameters | 19-2 |
| 19.3.1 | Mineral Resource, Mineral Reserve, and Mine Life | 19-2 |
| 19.3.2 | Metallurgical Recoveries | 19-2 |
| 19.3.3 | Smelting and Refining Terms | 19-2 |
| 19.3.4 | Metal Prices | 19-2 |
| 19.3.5 | Capital and Operating Costs | 19-2 |
| 19.3.6 | Working Capital | 19-3 |
| 19.3.7 | Taxes and Royalties | 19-3 |
| 19.3.8 | Closure Costs and Salvage Value | 19-3 |
| 19.3.9 | Financing | 19-3 |
| 19.3.10 | Inflation | 19-3 |
| 19.4 | Economic Analysis | 19-3 |
| 19.5 | Sensitivity Analysis | 19-4 |
| 20.0 | ADJACENT PROPERTIES | 20-1 |
| 21.0 | OTHER RELEVANT DATA AND INFORMATION | 21-1 |
| 22.0 | INTERPRETATION AND CONCLUSIONS | 22-1 |
| 22.1 | Introduction | 22-1 |
| 22.2 | Mineral Tenure, Surface Rights, Water Rights, Royalties and Agreements | 22-1 |
| 22.3 | Geology and Mineralization | 22-1 |
| 22.4 | Exploration, Drilling, and Sampling | 22-2 |
| 22.5 | Data Verification | 22-2 |
| 22.6 | Metallurgical Testwork | 22-2 |
| 22.7 | Mineral Resource Estimates | 22-2 |
| 22.8 | Mineral Reserve Estimates | 22-3 |
| 22.9 | Mining Methods | 22-3 |
| 22.10 | Recovery Methods | 22-4 |
| 22.11 | Infrastructure | 22-4 |
| Date: December 31, 2025 | Page vi | |
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| 22.12 | Market Studies | 22-4 |
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| 22.13 | Environmental, Permitting and Social Considerations | 22-4 |
| 22.14 | Capital Cost Estimates | 22-5 |
| 22.15 | Operating Cost Estimates | 22-5 |
| 22.16 | Economic Analysis | 22-5 |
| 22.17 | Risks and Opportunities | 22-6 |
| 22.17.1 | Risks | 22-6 |
| 22.17.2 | Opportunities | 22-6 |
| 22.18 | Conclusions | 22-7 |
| 23.0 | RECOMMENDATIONS | 23-1 |
| 24.0 | REFERENCES | 24-1 |
| 24.1 | Bibliography | 24-1 |
| 24.2 | Abbreviations and Units of Measure | 24-5 |
| 24.3 | Glossary of Terms | 24-9 |
| 25.0 | RELIANCE ON INFORMATION PROVIDED BY THE REGISTRANT | 25-1 |
| 25.1 | Introduction | 25-1 |
| 25.2 | Macroeconomic Trends | 25-1 |
| 25.3 | Markets | 25-1 |
| 25.4 | Legal Matters | 25-1 |
| 25.5 | Environmental Matters | 25-2 |
| 25.6 | Stakeholder Accommodations | 25-2 |
| 25.7 | Governmental Factors | 25-2 |
| TABLES | ||
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| Table 1‑1: | Measured, Indicated and Inferred Mineral Resource Statement | 1-7 |
| Table 1‑2: | Proven and Probable Mineral Reserves Statement | 1-9 |
| Table 1‑3: | LOM Sustaining Capital Cost Estimate | 1-15 |
| Table 1‑4: | LOM Total Operating Cost Estimate | 1-16 |
| Table 1‑5: | Commodity Price Forecast Used in Cashflow Analysis | 1-18 |
| Table 1‑6: | Cashflow Summary Table | 1-18 |
| Table 2‑1: | QP Chapter Responsibilities | 2-4 |
| Table 3‑1: | Mineral Tenure Summary Table | 3-2 |
| Table 3‑2: | Surface Rights Summary Table | 3-9 |
| Table 5‑1: | Exploration and Development History Summary Table | 5-2 |
| Table 6‑1: | Stratigraphic Table | 6-6 |
| Table 6‑2: | Alteration Types | 6-12 |
| Table 6‑3: | Mineralized Zone Characteristics | 6-13 |
| Table 7‑1: | Geophysical Surveys | 7-2 |
| Table 7‑2: | Petrographic and Other Studies Completed | 7-6 |
| Table 7‑3: | Property Drill Summary Table | 7-8 |
| Table 7‑4: | Drilling Used for Mineral Resource Estimation | 7-10 |
| Table 7‑5: | Geotechnical Properties By Mining Zone | 7-17 |
| Table 7‑6: | Geotechnical Properties By Lithology | 7-17 |
| Table 9‑1: | External Data Reviews | 9-2 |
| Table 11‑1: | Interpolation Parameters | 11-5 |
| Table 11‑2: | Cut-off Input Assumptions | 11-7 |
| Table 11‑3: | Measured, Indicated, and Inferred Mineral Resources Statement | 11-9 |
| Table 12‑1: | NSR Parameters | 12-4 |
| Table 12‑2: | Proven and Probable Mineral Reserves Statement | 12-6 |
| Date: December 31, 2025 | Page vii | |
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| Table 13‑1: | LOM Production Plan | 13-14 |
| --- | --- | --- |
| Table 13‑2: | Key Equipment List | 13-16 |
| Table 16‑1: | Commodity Price Forecast Used in Cashflow Analysis | 16-3 |
| Table 18‑1: | LOM Capital Cost Estimate (US$ M) | 18-2 |
| Table 18‑2: | LOM Operating Cost Estimate | 18-4 |
| Table 19‑1: | Cashflow Summary Table | 19-5 |
| Table 19‑2: | Cashflow Forecast on Annualized Basis (US$ M) | 19-6 |
| Table 19‑3: | Sensitivity Table (US$ M) | 19-7 |
| FIGURES | ||
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| Figure 2‑1: | Location of New Afton Mine | 2-2 |
| Figure 3‑1: | Mineral Tenure Location Plan | 3-7 |
| Figure 3‑2: | Lands Purchase Agreement Royalty | 3-11 |
| Figure 6‑1: | Regional Geology Map | 6-2 |
| Figure 6‑2: | Local Geology Map | 6-4 |
| Figure 6‑3: | Stratigraphic Column, New Afton Deposit Area | 6-5 |
| Figure 6‑4: | Geology Map, New Afton Deposit | 6-9 |
| Figure 6‑5: | Mineralized Zones Relative to Lithological Units | 6-10 |
| Figure 6‑6: | Mineralization Domains within the New Afton Geological Model | 6-14 |
| Figure 7‑1: | Map of Geophysical Surveys | 7-4 |
| Figure 7‑2: | Drill Collar Location Plan, Project Area | 7-9 |
| Figure 7‑3: | Collar Locations of Drilling used for Mineral Resource Estimation | 7-11 |
| Figure 7‑4: | Example Drill Section, Drilling Used In Mineral Resource Estimates | 7-12 |
| Figure 10‑1: | Copper Recovery Curves At 16,000 t/d Processing Rate | 10-6 |
| Figure 10‑2: | Gold Recovery Curves At 16,000 t/d Processing Rate | 10-7 |
| Figure 11‑1: | Low-Grade Estimation and Mineral Reserves-Constraining Shapes | 11-3 |
| Figure 12‑1: | Final Mine Layout Plan | 12-2 |
| Figure 13‑1: | Ventilation Schematic | 13-12 |
| Figure 14‑1: | Process Flowsheet | 14-2 |
| Figure 15‑1: | Infrastructure Layout Plan | 15-2 |
| Date: December 31, 2025 | Page viii | |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| 1.0 | EXECUTIVE SUMMARY |
| --- | --- |
| 1.1 | Introduction |
| --- | --- |
Mr. Tyler Roberts, P.Eng., Mr. Devin Wade, P.Geo., Ms. Jennifer Katchen, P.Eng., Mr. Vincent Nadeau-Benoit, P.Geo., Mr. Matthew Davis, P.Eng., and Ms. Emily O’Hara, P.Eng., prepared this technical report summary (the Report) for Coeur Mining, Inc. (Coeur), on the New Afton copper–gold mine (the New Afton Operations or the Project) in British Columbia (BC).
Coeur acquired the New Afton Operations in March 2026 through its acquisition of New Gold Inc. (New Gold).
| 1.2 | Terms of Reference |
|---|
The Report was prepared to be attached as an exhibit to support mineral property disclosure, including mineral resource and mineral reserve estimates, for the New Afton Operations in Coeur’s Current Report on Form 8-K.
Unless otherwise indicated, all financial values are reported in United States dollars (US$). The Canadian currency is the Canadian dollar (C$). Unless otherwise noted, the Report uses metric units and US English.
Mineral resources and mineral reserves are reported using the definitions in Item 1300 of Regulation S–K (17 CFR Part 229) (S-K 1300) of the United States Securities and Exchange Commission.
| 1.3 | Property Setting |
|---|
The New Afton Operations are in the south-central interior region of British Columbia, approximately 10 km west of the City of Kamloops and approximately 350 km northeast of Vancouver. The approximate center of the property is located at 50° 39' latitude north and 120° 31' longitude west, or 5614800N and 675500E using NAD83, Zone 10 North Universal Transverse Mercator (UTM) coordinates. The nominal elevation of the property is approximately 700 meters above mean sea level (masl).
The operations are located just west of the junction of the Trans-Canada Highway No. 1 with Coquihalla Highway No. 5, which both provide year-round road access. Access to the site is by a mine road located off the Trans-Canada Highway. The Kamloops airport is served by regular scheduled flights to Vancouver and Victoria, British Columbia, and Calgary, Alberta. The Canadian National Railway and Canadian Pacific Railway both pass through Kamloops.
British Columbia Hydro and Power Authority (BC Hydro) transmission lines, a FortisBC Inc. (FortisBC) natural gas pipeline, and a Pembina Pipeline Corporation (Pembina) oil pipeline traverse the mining lease north of the historical Afton pit. A water pipeline, approximately 4 km in length, delivers fresh water from Kamloops Lake to the mine site. Coeur purchased the water pipeline and pump house facilities from Teck Resources Limited (Teck) and its subsidiary (Afton Operating Corp.) as part of a purchase agreement in 2007.
| Date: December 31, 2025 | Page 1-1 |
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Coeur has four active water licenses to withdraw water from Kamloops Lake for mining and milling operations.
The Kamloops area is in the rain shadow of the British Columbia Coast Mountains and is characterized by a semi-arid climate. The mine operates year-round.
| 1.4 | Mineral Tenure, Surface Rights, Water Rights, Royalties and Agreements |
|---|
Coeur’s mineral tenures in the mine area comprise cell claims, legacy claims, and a mining lease. Mineral claims cover a total area of approximately 21,714 ha, and the mining lease covers approximately 902 ha.
The Project area is defined by Coeur’s M-229 Mines Act Permit boundary; within this permit boundary, Coeur is authorized to complete approved surface works and mining operations as written in the M-229 Permit document. The New Afton deposit is within the M-229 permit boundary. The permit area encompasses most of the mining lease area, as well as a portion of several mineral claims.
The New Afton Mining Lease is valid until November 2036 and is renewed annually with a cash payment due on or before the November 29 anniversary date. Work completed within the mining lease boundary cannot be used for the annual lease renewal or on mineral claims that overlap the mining lease. The remainder of the mineral tenure is renewed with either exploration work done on a mineral claim (including contiguous mineral claims) and submitted online in the form of a work report, or with a ‘cash in lieu of work’ payment.
Coeur holds the surface rights plus a section of Crown property (Crown land in British Columbia is land owned by the provincial government) within and adjacent to the area covered by the M-229 Permit boundary. The area held under surface rights totals 5,620.5 acres. No additional rights are needed to support the life-of-mine (LOM) plan presented in this Report.
Coeur has engaged in several royalty agreements with various third parties on relatively small parcels within the broader overall property, with one proximal to the New Afton mine. In 2007, a Land Purchase Agreement was signed between Teck, Afton Operating Corporation, and New Gold Inc. (Coeur). Part of this agreement was a 2% net smelter royalty (NSR) on ‘the lands subject to the agreement payable to Teck or a C$12 M buyout at any time on the mineral rights. This royalty remains active, has changed hands twice, and would now be payable to Royal Gold Inc.
Coeur is party to a Cooperation Agreement originally with the Tk’emlúps te Secwépemc and the Skeetchestn Indian Band (together referred to as the SSN). The Cooperation Agreement provides that a fixed royalty amount is paid annually until the full amount is reached in January 31, 2030.
| Date: December 31, 2025 | Page 1-2 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| 1.5 | Geology and Mineralization |
| --- | --- |
The New Afton deposit, and its associated hydrothermal systems, occurs where the Late Triassic to Early Jurassic mafic to intermediate volcanic and volcaniclastic rocks of the Nicola Group are in contact with the multi-phase Late Triassic to Early Jurassic alkaline intrusions of the Iron Mask Batholith. Post-accretion Early to Middle Eocene sedimentary and volcanic rocks of the Kamloops Group unconformably overlie the island-arc assemblages. The New Afton deposit is classified as a silica-saturated alkalic copper–gold porphyry deposit.
Copper–gold mineralization typically occurs as east-west subvertical tabular zones of disseminations, stringers, and fracture-filling sulfides within rocks of the volcanic Nicola Group and the diorite. The deposit consists of three principal zones:
| • | The Main zone, located on the western edge of the Pothook diorite is subdivided into Lift 1 East, Lift 1 West (both mined out), and the B3, C-Zone, and D-Zone mining zones. Mining is currently focused on the B3<br> and C-Zone. Mineral resources are estimated for the D-Zone; |
|---|---|
| • | The Hanging wall (HW) zones are smaller satellite zones located along the southern margin of the Pothook diorite; |
| --- | --- |
| • | The Eastern zones include two separate areas located on the northern margin of the Pothook diorite: East Extension and K-Zone. East Extension is currently in the mine planning phase and the K-Zone has estimated<br> mineral resources. |
| --- | --- |
Mineralization is subdivided into three types: hypogene (either chalcopyrite- or bornite-dominant), secondary hypogene (sometimes referred to as mesogene) (overprint of tennantite-enargite + tetrahedrite and bornite + chalcocite rims), and supergene (native copper and chalcocite).
| 1.6 | History and Exploration |
|---|
Companies that had a Project interest prior to Coeur included Teck, Iso Mines Ltd., Westridge Ltd., Indogold Development Ltd., and DRC Resources Corporation (DRC). DRC changed its name to New Gold in 2005. Work completed prior to Coeur’s Project interest included claims staking, geochemical and geophysical surveys, drilling, construction of an exploration decline, and mining-related studies. Open pit mining operations ran from 1977–1997. Underground development commenced in 2007.
Coeur acquired the New Afton Operations in March 2026 through its acquisition of New Gold.
| 1.7 | Drilling and Sampling |
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A total of 1,712 core, reverse circulation, piezo cone penetration, vertical seismic profiling, Odex, and sonic drill holes (601,145.21 m) have been completed in the Project area from 2000–2025. No drilling was conducted in 2004. Drilling includes drill holes completed for geotechnical, hydrogeological, metallurgical and exploration purposes. Drill holes are both surface and underground. A total of 1,165 core holes (491,531.79 m) is used in estimation. Drill holes omitted from estimation support include drilling prior to 2000, distal exploration drill holes and geotechnical drill holes.
| Date: December 31, 2025 | Page 1-3 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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Core recovery averaged 98.5% for those drill holes used in estimation.
Drill hole collars are located by mine survey staff. Downhole dip and azimuth data were also measured for core drill holes by the drill contractor using a DeviGyro Overshot Xpress (OX) downhole tool.
In the opinion of the Qualified Person (QP), the sample preparation procedures, analytical methods, QA/QC protocols, and sample security for the samples used in mineral resource estimation are acceptable, meet industry-standard practice, and are acceptable for mineral resource and mineral reserve estimation and mine planning purposes.
| 1.8 | Data Verification |
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Data verification programs were carried out by independent consultants and operations personnel over time. Coeur implements a series of routine verification procedures to ensure the reliable collection of exploration data. All work is conducted by appropriately qualified personnel under the supervision of qualified geologists.
A number of validation checks were performed in support of technical reports filed as a result of New Afton’s Canadian regulatory reporting requirements.
The QP supervised the preparation of the mineral resource estimate, completed site visits, undertook review of selected data audit reports, drill cores, geological data, QA/QC procedures, and completed a validation of the current drill hole database. The QP is of the opinion that the data verification programs for Project data adequately support the geological interpretations, the analytical and database quality, and therefore support the use of the data in mineral resource and mineral reserve estimation, and in mine planning.
| 1.9 | Metallurgical Testwork |
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Initial metallurgical testing was performed in 2008 and 2009 to evaluate the mineralogy of the deposit and contribute to the process plant and tailings storage facility (TSF) designs. Testwork included mineralogical studies, modal analyses, grinding tests, flotation tests, gravity tests, variability tests, and dewatering tests. It was determined that conventional crushing, grinding, and concentration processes were appropriate given the mineralogy of the deposit.
Since the New Afton Operations commenced production in 2012, additional metallurgical testwork was completed, primarily by ALS Laboratories (ALS) in Kamloops, to support the evaluation of C-Zone, East Extension, HW, K-Zone and D-Zone. ALS is independent of Coeur/New Gold. This testwork included chemical and mineralogical studies, comminution testwork (semi-autogenous grind (SAG) mill comminution (SMC), SAG power index (SPI) with comminution economic evaluation tool (CEET) crusher index determination, Bond ball and rod mill index tests), dilution cleaning tests, locked-cycle tests, gravity recoverable gold tests, and flotation technology evaluations.
| Date: December 31, 2025 | Page 1-4 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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Two main mineralization types will be treated over the life-of-mine (LOM): hypogene ore (including background material that is not classified as either hypogene, secondary hypogene, or supergene) and secondary hypogene ore. Hypogene ore and background material form the majority of the material to be processed at 95% while secondary hypogene ore makes up the remaining 5%. Predictive recovery formulas were developed (based on feed grades, grind size, and throughput rate) to forecast copper and gold recoveries. Based on operating experience, C-Zone hypogene copper recovery is capped at 92%. LOM copper and gold recovery rates are estimated to be approximately 88.4% and 83.9%, respectively.
The New Afton concentrate has historically been very clean and marketable. There are no known deleterious elements that could have a significant effect on economic extraction. Expected penalties associated with mercury and arsenic levels have been taken into account in the concentrate sales model.
| 1.10 | Mineral Resource Estimation |
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| 1.10.1 | Estimation Methodology |
| --- | --- |
Two block models were generated to estimate mineral resources at New Afton. The two models cover the same extent but have different block sizes to provide more flexibility with choice of mining methods. A 10 x 10 x 10 m model was generated to estimate Mineral Resources for zones considered suitable for mining through block caving. A 5 x 5 x 5 m sub-blocked model was generated to test potential applicability of more selective underground mining methods.
Grade shells were modelled at specific grade thresholds. Mineralized grade shells were generated for all mineralized zones at a grade threshold of 0.2% copper equivalent (CuEq). Sub-domain grade thresholds were 5.0% CuEq for East Extension, 1.0% CuEq for HW1 and 0.8% for K-Zone. Estimation was also carried out in complementing lithological domains including monzonite dykes, latite dyke, and Nicola Group volcanic rocks. The picrite unit was assigned a grade of zero for all metals contained within. All domains were used as hard boundaries during the estimation process.
The block model grades for copper, gold, and silver were estimated using ordinary kriging (OK). The copper, gold, and silver estimates were conducted in a single pass using a search ellipsoid measuring 150 x 150 x 40 m for the 10 x 10 x 10 m model and a search ellipsoid measuring 150 x 150 x 20 m for the 5 x 5 x 5 m sub-blocked model.
The mineral resource estimates were reported assuming underground stope mining methods for East Extension and underground bulk mining methods, likely block caving, for all other zones. Constraining volumes were created to demonstrate the spatial continuity of the mineralization within a potentially mineable shape.
For underground bulk mining zones, mineral resources were reported within resource cave shapes created using a cut-off grade of 0.33% CuEq. Within the resource cave shapes, resources are reported for blocks above 0.30% CuEq for K-Zone, and above 0.15% CuEq for the other zones.
| Date: December 31, 2025 | Page 1-5 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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The following copper-equivalency is used:
| • | Cu% + (Au g/t * Au Recovery * Au Payable * (Au Price - Refining) / 31.1035) + (Ag g/t * Ag Recovery * Ag Payable * (Ag Price - Refining) / 31.1035) / (22.046 * Cu Recovery * Cu Payable * (Cu Price - Refining). |
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The calculations are based on the following:
| • | Au price: US$2,500/oz Au; Au recovery: 87.7%; Au payable: 97.0%; Au refining charge: US$6.00/oz; Ag price: US$30/oz Au; Ag recovery: 73.5%; Ag payable: 90.0%; Ag refining charge: US$0.50/oz; Cu price: US$4.40/lb<br> Cu; Cu recovery: 86.4%; Cu payable: 96.4%; Cu refining charge: US$0.8/lb. |
|---|---|
| 1.10.2 | Mineral Resource Statement |
| --- | --- |
Mineral resources are reported using the mineral resource definitions set out in S-K 1300, and are reported exclusive of those mineral resources converted to mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
Estimates are current as at December 31, 2025. The reference point for the estimate is in situ.
Mineral resource estimates are summarized in Table 1‑1.
The Qualified Persons for the estimates are Mr. Vincent Nadeau-Benoit P.Geo., and Mr. Tyler Roberts, P.Eng., both Coeur employees.
| 1.10.3 | Factors That May Affect the Mineral Resource Estimate |
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Factors that may affect the Mineral Resource and Mineral Reserve estimates include metal price and exchange rate assumptions; changes to the assumptions used to generate cut-off grades; interpretations of mineralization geometry and continuity of mineralized zones; changes to geological and mineralization shape and geological and grade continuity assumptions; density and domain assignments; geotechnical and hydrogeological assumptions; parameters used to derive cave resource shapes and stope shapes; assumptions related to cave mixing and dilution; changes to metallurgical recovery assumptions; changes to inputs to capital and operating cost estimates; and assumptions regarding the continued ability to access the site, retain mineral and surface rights, maintain environmental and other regulatory permits, and maintain the social and environmental license to operate.
| Date: December 31, 2025 | Page 1-6 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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Table 1‑1: Measured, Indicated and Inferred Mineral Resource Statement
| Zone | Category | Tonnes<br><br> <br>(t x 1,000) | Grade | Metal Content | Cut-off<br><br> <br>Grade | Metallurgical<br><br> Recovery | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Au<br><br> <br>(g/t) | Ag<br><br> <br>(g/t) | Cu<br><br> <br>(%) | Au Ounces<br><br> <br>(oz x 1,000) | Ag Ounces<br><br> <br>(oz x 1,000) | Cu Pounds<br><br> <br>(lb x 1,000,000) | CuEq.<br><br> <br>(%) | Au<br><br> <br>(%) | Ag<br><br> <br>(%) | Cu<br><br> <br>(%) | |||
| B-Zone<br><br> <br>C-Zone<br><br> <br>D-Zone<br><br> <br>HW | Measured | 29,843 | 0.58 | 1.78 | 0.62 | 552 | 1,707 | 408 | 0.15 | 87.7 | 73.5 | 86.4 |
| Indicated | 25,611 | 0.28 | 1.04 | 0.28 | 230 | 859 | 158 | 0.15 | 87.7 | 73.5 | 86.4 | |
| Sub-total measured and indicated | 55,454 | 0.44 | 1.44 | 0.46 | 782 | 2,566 | 566 | 0.15 | 87.7 | 73.5 | 86.4 | |
| Inferred | 1,289 | 0.35 | 0.70 | 0.22 | 15 | 29 | 6 | 0.15 | 87.7 | 73.5 | 86.4 | |
| K-Zone | Measured | 7,206 | 0.70 | 3.66 | 0.91 | 162 | 849 | 144 | 0.30 | 87.7 | 73.5 | 86.4 |
| Indicated | 40,436 | 0.43 | 1.52 | 0.52 | 553 | 1,979 | 462 | 0.30 | 87.7 | 73.5 | 86.4 | |
| Sub-total measured and indicated | 47,642 | 0.47 | 1.85 | 0.58 | 715 | 2,827 | 606 | 0.30 | 87.7 | 73.5 | 86.4 | |
| Inferred | 5,877 | 0.45 | 1.64 | 0.59 | 86 | 309 | 77 | 0.30 | 87.7 | 73.5 | 86.4 | |
| East<br><br> <br>Extension | Measured | — | — | — | — | — | — | — | — | — | — | — |
| Indicated | 1,558 | 0.96 | 4.24 | 1.04 | 48 | 213 | 36 | 1.26 | 87.7 | 73.5 | 86.4 | |
| Sub-total measured and indicated | 1,558 | 0.96 | 4.24 | 1.04 | 48 | 213 | 36 | 1.26 | 87.7 | 73.5 | 86.4 | |
| Inferred | — | — | — | — | — | — | — | — | — | — | — | |
| Total | Measured | 37,049 | 0.60 | 2.15 | 0.68 | 715 | 2,555 | 552 | — | 87.7 | 73.5 | 86.4 |
| Indicated | 67,605 | 0.38 | 1.40 | 0.44 | 831 | 3,051 | 656 | — | 87.7 | 73.5 | 86.4 | |
| Total measured and indicated | 104,654 | 0.46 | 1.67 | 0.52 | 1,545 | 5,606 | 1,208 | — | 87.7 | 73.5 | 86.4 | |
| Inferred | 7,166 | 0.44 | 1.47 | 0.53 | 100 | 338 | 83 | — | 87.7 | 73.5 | 86.4 |
Notes to accompany mineral resource tables:
| 1. | The mineral resource estimates are current as at December 31, 2025, and are reported using the definitions in Item 1300 of Regulation S–K (17 CFR Part 229) (S-K 1300). |
|---|---|
| 2. | The reference point for the mineral resource estimate is in situ. The Qualified Persons for the estimate are Mr. Vincent Nadeau-Benoit P.Geo., and Mr. Tyler Roberts, P.Eng., both Coeur employees. |
| --- | --- |
| 3. | Mineral resources are reported exclusive of those mineral resources converted to mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability. |
| --- | --- |
| 4. | Mineral Resources are estimated using metal price assumptions of US$4.40 per pound of copper, US$2,500 per ounce of gold, and US$30 per ounce of silver, and a foreign exchange rate assumption of 1.30 C$/1.00US$. |
| --- | --- |
| 5. | For underground bulk mining, mineral resources are reported within resource cave shapes created using a cut-off grade of 0.33% CuEq. Within resource cave shapes, resources are reported for blocks above 0.30% CuEq<br> for K-Zone, and above 0.15% CuEq for the other zones. For stope mining, mineral resources are reported within mineable shapes created using a cut-off grade of 1.26% CuEq and include must-take material. |
| --- | --- |
| 6. | The following copper-equivalency (CuEq%) formula is used: Cu% + (Au g/t * Au Recovery * Au Payable * (Au Price - Refining) / 31.1035) + (Ag g/t * Ag Recovery *<br> Ag Payable * (Ag Price - Refining) / 31.1035) / (22.046 * Cu Recovery * Cu Payable * (Cu Price - Refining). The calculations are based on the following: Au price: US$2,500/oz Au; Au recovery: 87.7%; Au payable: 97.0%; Au refining charge:<br> US$6.00/oz; Ag price: US$30/oz Au; Ag recovery: 73.5%; Ag payable: 90.0%; Ag refining charge: US$0.50/oz; Cu price: US$4.40/lb Cu; Cu recovery: 86.4%; Cu payable: 96.4%; Cu refining charge: US$0.8/lb. |
| --- | --- |
| 7. | Rounding of tonnes, grades, troy ounces and pounds as required by reporting guidelines, may result in apparent differences between tonnes, grades, and contained metal contents. |
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| Date: December 31, 2025 | Page 1-7 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| 1.11 | Mineral Reserve Estimation |
| --- | --- |
| 1.11.1 | Estimation Methodology |
| --- | --- |
C-Zone mineral reserves were estimated using the 10 x 10 x 10 m model. Measured and indicated mineral resources were converted to probable mineral reserves. Due to the uncertainty associated with estimating movement of material within the block caves, no proven mineral reserves were reported for C-Zone and East Extension. Mining of the B3 block cave is expected to be completed in Q1 2026. Material is continuing to be drawn from the B3 cave; however, this material is unclassified and is not included in the mineral reserves or mine plan in this Report.
East Extension mineral reserves were estimated using the 5 x 5 x 5 m sub-blocked model. Indicated mineral resources were converted to probable mineral reserves.
Mineral reserve block models were generated by adding an NSR attribute, in US$ per tonne, to each block in the resource block models. Blocks classified as inferred mineral resources, or without a resource classification, were set to zero grade and zero NSR.
Ore recovery in the block caves is assumed to be 100% of the mixed/diluted block model. Dilution assumptions for East Extension stopes are currently estimated at 10.8%, with 5.8% from hanging-wall and footwall overbreak at the block model grade and 5% backfill dilution at zero grade. n additional 93% mining recovery factor is applied to stope tonnes to account for un-blasted ore in the shoulders of the stopes and un-mucked ore remaining on the floor of the stopes.
| 1.11.2 | Mineral Reserve Statement |
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Mineral reserves were classified using the mineral reserve definitions set out in S-K 1300. The reference point for the mineral reserve estimate is the point of delivery to the process plant.
Mineral reserves are current as at December 31, 2025.
Mineral reserves are reported in Table 1‑2.
The Qualified Person for the estimate is Mr. Tyler Roberts, P.Eng., a Coeur employee.
| 1.11.3 | Factors That May Affect the Mineral Reserve Estimate |
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Factors that may affect the mineral reserve estimates include changes to the long-term copper, gold, and silver price and exchange rate assumptions; changes to the parameters used to derive the cave outlines and stope shapes and determine the cut-off values; changes to geotechnical and hydrogeological assumptions; changes to the cave mixing model and dilution estimates; changes to metallurgical recovery assumptions; changes to inputs to capital and operating cost estimates; and the ability to maintain the social and environmental license to operate.
| Date: December 31, 2025 | Page 1-8 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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Table 1‑2: Proven and Probable Mineral Reserves Statement
| Zone | Category | Tonnes<br><br> <br>(kt) | Grade | Contained Metal | Metallurgical<br><br> <br>Recovery<br><br> (%) | ||||
|---|---|---|---|---|---|---|---|---|---|
| Au<br><br> <br>(g/t) | Ag<br><br> <br>(g/t) | Cu<br><br> <br>(%) | Au<br><br> <br>(koz) | Ag<br><br> <br>(koz) | Cu (Mlbs) | ||||
| C-Zone | Proven | — | — | — | — | — | — | — | — |
| Probable | 35,212 | 0.65 | 1.62 | 0.72 | 739 | 1,837 | 556 | 88.5 | |
| Sub-total proven and probable | 35,212 | 0.65 | 1.62 | 0.72 | 739 | 1,837 | 556 | 88.5 | |
| East Extension | Proven | — | — | — | — | — | — | — | — |
| Probable | 962 | 1.31 | 8.5 | 1.63 | 41 | 264 | 35 | 87.6 | |
| Sub-total proven and probable | 962 | 1.31 | 8.5 | 1.63 | 41 | 264 | 35 | 87.6 | |
| Total | Proven & Probable | 36,174 | 0.67 | 1.79 | 0.74 | 780 | 2,101 | 591 | 88.5 |
Notes to accompany mineral reserve table:
| 1. | The Mineral Reserve estimates are current as at December 31, 2025, and are reported using the definitions in Item 1300 of Regulation S–K (17 CFR Part 229) (S-K 1300). |
|---|---|
| 2. | The Qualified Person for the estimate is Mr. Tyler Roberts, P.Eng., a Coeur employee. |
| --- | --- |
| 3. | Mineral Reserves are estimated using metal price assumptions of US$3.50 per pound of copper, US$1,650 per ounce of gold, and US$20 per ounce of silver, and a foreign exchange rate assumption of C$1.30 : US$1.00. |
| --- | --- |
| 4. | C-Zone block cave Mineral Reserves are reported at a cut-off NSR of US$24/t and East Extension Mineral Reserves are reported at a cut-off NSR of US$100/t, based on processing costs of US$9.00/t processed, G&A<br> costs of US$3.50/t processed, block caving costs of US$11.50/t ore mined, and stoping costs of US$87.50/t ore mined. Metallurgical recoveries vary depending on ore type and grades. |
| --- | --- |
| 5. | Rounding of short tonnes, grades, and troy ounces, as required by reporting guidelines, may result in apparent differences between tonnes, grades, and contained metal contents. |
| --- | --- |
| 1.12 | Mining Methods |
| --- | --- |
The mineral reserve estimates are based on block caving and long-hole stoping underground mining methods. The B3 and C-Zones are mined using block caving, and the East Extension is planned to be mined using stoping methods. Mining of the B3 block cave is expected to be completed in Q1 2026. Material is continuing to be drawn from the B3 cave; however, this material is unclassified and is not included in the mineral reserves or mine plan in this Report. The LOM plan is based on the C-Zone block cave, and longitudinal stoping at the East Extension.
| Date: December 31, 2025 | Page 1-9 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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Stope stability analysis for East Extension was completed using empirical design. Stopes are scheduled to be backfilled with cemented rock fill shortly after they are mined to reduce stand-up time and overbreak. East Extension is not expected to cause additional subsidence.
The block cave mining method involves development of a footprint at the base of the cave that includes an undercut level for initiating the cave and an extraction level from which ore will be mucked from drawpoints for the duration of the cave.
The B3 block cave extraction level is approximately 160 m below the mined-out Lift 1 and 760 m below surface. The B3 footprint measures approximately 250 x 125 m for a footprint area of approximately 31,000 m^2^. B3 has a total of 65 drawbells spaced at 16.5 x 27.0 m, four longitudinal strike drives, and 111 drawpoints.
The C-Zone extraction level is located approximately 390 m below the B3 extraction level and 1,150 m below surface. The footprint of C-Zone measures approximately 460 x 120 m for an area of approximately 55,000 m^2^. The extraction level has seven transverse crosscuts, 91 designed drawbells spaced at 18.0 x 27.0 m, and a total of 177 drawpoints.
East Extension is located 120 m east of the C-Zone block cave, and 150 m above the C-Zone extraction level. East Extension Mineral Reserves extend approximately 200 m vertically and 140 m along strike. The current design has 10 levels, spaced at 20 m vertical intervals, with ramp access from the east. Each level has a single or second parallel ore drive running east-west, with dimensions of 5.0 m wide x 5.0 m high. There are 114 stopes designed in three panels to optimize scoop productivity; the panels are separated by 5 m thick sill pillars. Stopes were designed with dimensions of 14 m long x 20 m high and a width up to 20 m.
The underground mine is accessed by decline from a portal on surface located to the south of the processing plant. Emergency egress is available through a fresh-air raise equipped with an Alimak elevator and a staging area.
The materials handling system consists of ore passes, underground crushers, a conveyor system to surface, and underground truck haulage. All concrete and shotcrete products used underground are produced at the on-site batch plant. Shotcrete and concrete products are delivered via 4 or 6 m^3^ underground transmixers. Three explosives magazines are located on site: two on surface, and two underground.
The current ventilation layout is a push–pull system with six ventilation raises to surface: three intake raises and three exhaust raises. The intake raises (VR5, VR6, and VR7) are fitted with 800 hp axial fans. The exhaust shafts (VR2, VR3, and VR4) are fitted with 600 hp axial fans. The main conveyor portal also exhausts air from the mine.
Mining of the B3 block cave is expected to be completed in Q1 2026. Material is continuing to be drawn from the B3 cave from outside the stated proven and probable reserve, the material is unclassified and not represented in reserves. Draw will cease from the B3 cave at such a time as the observed grades become uneconomical or the approaching C-Zone cave induces safety risks.
C-Zone mining production is expected to ramp up to approximately 5.4 Mt of ore in 2026 and 5.4–6.0 Mt/a from 2026–2032. In periods when the mining rate exceeds the processing rate, intermediate-grade ore will be stockpiled on surface until it can be processed.
| Date: December 31, 2025 | Page 1-10 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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Development of the East Extension access ramp is scheduled to start from the top and bottom in 2028, and the first ore from East Extension is expected in 2028. From 2028–2031, the East Extension is expected to provide approximately 500 t/d of high-grade supplementary mill feed.
With the ramping up of C-Zone block cave, the processing rate is planned to increase from an average of 13,750 t/od at the start of 2026 to full capacity of approximately 16,000 t/d by the end of 2026. These processing rates were achieved in the past during mining of the Lift 1 block caves. Feed grades are planned to increase as C-Zone caving advances into the core of the deposit, peaking in 2027 and 2028.
The current mine life forecast is seven years, to 2032.
| 1.13 | Recovery Methods |
|---|
The New Afton process plant has been in operation since mid‐2012. The plant is a mineral concentrator. The process flowsheet consists of conventional crushing and grinding circuits, a flotation circuit, and a gravity circuit to produce a copper-gold concentrate.
Since initial commissioning, the process plant has undergone several major updates to increase processing capacity, maintain metallurgical recoveries, facilitate the processing of different ore types, and produce thickened and amended tailings.
The process facility uses one source of fresh water and multiple sources of reclaimed water. Water drawn from Kamloops Lake is used for applications requiring fresh rather than reclaimed water, as well as to make up any deficit in the site water balance.
Most of the power consumption at the mill occurs in the grinding circuit.
| 1.14 | Infrastructure |
|---|
The New Afton Mine is in operation and has all the required infrastructure to support the operation.
Surface infrastructure supporting the New Afton operation includes: a process facility, a thickened and amended tailings plant, maintenance workshops, warehouses, an assay laboratory, the integrated operations center, mine dry buildings, offices, explosives magazines, a concrete batch plant, ventilation fans and heaters, and electrical and pumping facilities.
During periods when mining rates exceed processing capacity, intermediate-grade ore may be stockpiled on surface for later processing. Intermediate-grade C-Zone Mineral Reserves may also be segregated and stockpiled on surface using a diverter on the conveyor as it exits the underground portal. All stockpile locations and volumes are permitted and approved through end of mine.
Waste rock produced by block cave mining at New Afton is deposited in the Afton Pit TSF or within designated block cave subsidence areas, both of which are classified as potentially acid generating (PAG) storage areas.
There are four TSFs on the New Afton mine site:
| • | The Afton Pit TSF, which is the primary facility for LOM tailings deposition; |
|---|---|
| Date: December 31, 2025 | Page 1-11 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| • | The New Afton TSF, which holds the Lift 1 and majority of B3 tailings ; |
| --- | --- |
| • | The Historical Afton TSF, which holds the tailings from the original Afton operation and has since been inactive; |
| --- | --- |
| • | The Pothook TSF, which acts as a site water reservoir, and currently does not receive any tailings. |
| --- | --- |
The current LOM plan is to deposit 44 Mt in the Afton Pit TSF, which will use approximately 55–60% of the total storage capacity. Coeur has implemented a stringent subsidence monitoring and adaptive management plan during the stabilization and mining period to effectively manage TSF risks. Subsidence models and site observations are continually reviewed and used to confirm understanding of the timing of ground movements, and to verify that subsidence movement is projected to remain within the target stabilization areas of the affected facilities. All TSFs located on the New Afton Mine site undergo thorough review and oversight from qualified professionals.
Fresh water is drawn from Kamloops Lake and is used primarily for ore processing make-up water, as road dust suppressant, for vehicle wash-down, fire control, and drilling. The majority of mill process water is currently reclaimed from the tailings thickener overflow. Water balance modelling is used to track the inventory of water on site, as well as water consumption and water losses. Tailings seepage water is collected surface water management ponds, in the mine workings, or via interception wells prior to entering the underground workings. The water collected from these locations is pumped to the mill process water stream.
Currently, BC Hydro supplies the mine with 49.5 MW of electrical power via a connection located between the Savona Substation and the Douglas Substation. This connection consists of a 138 kV overhead line terminal and approximately 1.1 km of 138 kV transmission line to the site’s substation.
| 1.15 | Markets and Contracts |
|---|---|
| 1.15.1 | Market Studies |
| --- | --- |
The New Afton Operations produce a high-quality clean copper concentrate with typical copper grade, high gold grades, payable silver credits, and relatively low impurity levels. The current concentrate is readily marketable to any of several smelters or concentrate marketing firms. Smelting and refining terms are generally similar and include treatment charges and refining charges which are generally known, with penalty charges for contaminants such as arsenic and mercury in the concentrates. Penalty terms are generally more variable than the treatment and refining terms. Concentrates are typically sold through concentrate marketing firms, with long-term contracts that cover several years. Coeur has established contracts and buyers for the concentrate products, and has an internal marketing group that monitors markets for its key products.
| Date: December 31, 2025 | Page 1-12 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| 1.15.2 | Commodity Prices |
| --- | --- |
Coeur uses a combination of analysis of three-year rolling averages, long-term consensus pricing, and benchmarks to pricing used by industry peers over the past year, when considering long-term commodity price forecasts.
Higher metal prices are used for the mineral resource estimates to ensure the mineral reserves are a sub-set of, and not constrained by, the mineral resources, in accordance with industry-accepted practice.
The long-term gold and copper price forecasts are:
| • | Mineral reserves: |
|---|---|
| o | US$1,650/oz Au; US$3.50/lb; |
| --- | --- |
| • | Mineral resources: |
| --- | --- |
| o | US$2,500/oz Au; US$4.40/lb. |
| --- | --- |
The economic analysis in Chapter 1.19 uses a reverting price curve.
| 1.15.3 | Contracts |
|---|
There are numerous contracts in place at the Project to support mine operations. Currently there are contracts in place to cover maintenance services, fuel, explosives, grinding media, and milling reagents. Coeur also has contracts in place for the transportation of concentrates, port services in Vancouver, and representation services related to concentrate analysis at delivery. The terms and rates for these contracts are within industry norms. The contracts are periodically put up for bid or re-negotiated as required.
Coeur entered into, and maintains, a cooperation agreement with the SSN First Nation.
| 1.16 | Environmental, Permitting and Social Considerations |
|---|---|
| 1.16.1 | Environmental Studies and Monitoring |
| --- | --- |
The New Afton Mine was reviewed and permitted as a major mine under the BC Mines Act in 2007 and received BC Environmental Management Act permits in 2010. The M-229 permit was issued under the Mines Act and is administered by the Ministry of Mining and Critical Minerals. The Effluent Discharge permit 100224 and Air Discharge permit 100223 were issued under the Environmental Management Act and administered by the Ministry of Environment and Parks.
The New Afton Operations are in compliance with all current permit conditions and requirements and there are no outstanding environmental issues. Environmental monitoring for air quality, ambient noise and vibration, geochemistry, surface water quality, groundwater quality, aquatic resources, flora and fauna, are completed regularly and reported per permit conditions.
| Date: December 31, 2025 | Page 1-13 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| 1.16.2 | Closure and Reclamation Considerations |
| --- | --- |
The most recent reclamation liability cost estimate for the New Afton Operations, as submitted to the MCM on November 1, 2024, is approximately C$70.4 million (US$ 51 million). It assumes approximately C$30.4 million (US$ 22 million) for post-closure monitoring and maintenance over the following 100 years. Based on the standard regulatory discount rates applicable in British Columbia, the NPV of the post-closure monitoring and maintenance costs is approximately C$8.1 million (US$ 5.9 million), while the conventional closure works cost is not subject to discount. This gives a total NPV of approximately C$48.2 million (US$ 34.9 million). Since BC regulations will not allow discount of the total reclamation liability cost estimate below C$50 million (US$ 36.2 million); the current bonding for the site is fixed at C$50 million (US$ 36.2 million). All amounts were converted from Canadian dollars to United States dollars at a rate of US$1 to C$1.38.
| 1.16.3 | Permitting |
|---|
New Afton submitted a Mines Act Permit Amendment on January 12, 2026, seeking amendment to the M-229 Mines Act Permit. This authorization is to allow the stope mining of East Extension and includes the proposed K-Zone access ramp development. All other operations included in the LOM plan are fully permitted.
| 1.16.4 | Social Considerations, Plans, Negotiations and Agreements |
|---|
Coeur maintains strong relationships with Indigenous partners and collaborates with them on environmental and business matters. A Cooperation Agreement is in place with the SSN First Nation.
The mine is located approximately 10 km from the City of Kamloops, which has a growing population of approximately 97,000. New Afton employs most of its staff from the nearby communities.
| 1.17 | Capital Cost Estimates |
|---|
Capital cost estimates are at a minimum at a pre-feasibility level of confidence, having an accuracy level of ±25% and a contingency range not exceeding 15%.
Capital costs are based on budget estimates and supplier and contractor quotes, engineering designs, maintenance strategies, production plans, and recent operating history. In later years, capital estimates are based on estimated annual operating requirements and are therefore classified as sustaining capital.
Total LOM capital is expected to be approximately US$212.6 million, including US$84.2 million of sustaining capital and $128.4 million of growth capital (Table 1‑3).
| Date: December 31, 2025 | Page 1-14 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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Table 1‑3: LOM Sustaining Capital Cost Estimate
| Category | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | Total |
|---|---|---|---|---|---|---|---|---|
| Sustaining Capital | ||||||||
| C-Zone | 14.3 | 18.9 | 4.3 | 4.3 | 4.3 | 4.3 | — | 50.6 |
| East Extension | — | — | 1.1 | 2.0 | — | — | — | 3.1 |
| Other | 17.6 | 6.1 | 2.9 | 2.7 | 1.1 | — | — | 30.5 |
| Total sustaining capital | 32.0 | 25.0 | 8.4 | 9.0 | 5.4 | 4.3 | — | 84.2 |
| Growth Capital | ||||||||
| C-Zone | 27.3 | 0.5 | — | — | — | — | — | 27.8 |
| East Extension | 0.4 | 1.2 | 34.0 | — | — | — | — | 35.5 |
| K-Zone | 17.6 | 21.7 | 21.2 | — | — | — | — | 60.5 |
| Other | (0.6) | 2.3 | 0.7 | 2.2 | — | — | — | 4.6 |
| Total growth capital | 44.6 | 25.8 | 55.9 | 2.2 | — | — | — | 128.4 |
| Total Capital | 76.6 | 50.8 | 64.2 | 11.2 | 5.4 | 4.3 | — | 212.6 |
Note: Numbers have been rounded.
| 1.18 | Operating Cost Estimates |
|---|
Operating cost estimates are at a minimum at a pre-feasibility level of confidence, having an accuracy level of ±25% and a contingency range not exceeding 15%.
The basis for the operating cost estimate is the budget and LOM plan. The production plan drove the calculation of the mining and processing costs, as the mining mobile equipment fleet, workforce, contractors, power, and consumables requirements were calculated based on specific consumption rates. Consumable prices and labor rates are based on current contracts and agreements.
LOM operating costs are shown in Table 1‑4 and total US$1,085.6 M. Unit operating costs from 2026–2032 range from US$24.08–US$33.60/t.
| Date: December 31, 2025 | Page 1-15 |
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Table 1‑4: LOM Total Operating Cost Estimate
| Units | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | Total/<br><br> <br>Average | |
|---|---|---|---|---|---|---|---|---|---|
| Operating Costs | |||||||||
| Mining | US$ M | 65.7 | 65.2 | 58.7 | 83.7 | 75.7 | 69.8 | 11.6 | 430.3 |
| Processing | US$ M | 45.3 | 41.6 | 41.2 | 40.5 | 39.8 | 36.1 | 5.0 | 249.4 |
| G&A | US$ M | 66.1 | 62.1 | 59.9 | 46.4 | 42.6 | 38.2 | 4.2 | 319.5 |
| Other | US$ M | 12.4 | 13.5 | 12.8 | 18.7 | 14.5 | 13.3 | 1.2 | 86.4 |
| Total | US$ M | 189.5 | 182.4 | 172.6 | 189.2 | 172.5 | 157.3 | 22.0 | 1,085.6 |
| Unit Operating Costs | |||||||||
| Mining | $/t mined | 11.51 | 10.67 | 9.94 | 14.23 | 12.87 | 11.87 | 14.25 | 12.19 |
| Processing | $/t milled | 8.03 | 6.94 | 6.91 | 6.81 | 6.77 | 6.17 | 5.46 | 6.73 |
| G&A | $/t milled | 11.72 | 10.37 | 10.04 | 7.81 | 7.25 | 6.53 | 4.60 | 8.33 |
| Other | $/t milled | 2.21 | 2.26 | 2.14 | 3.14 | 2.46 | 2.27 | 1.28 | 2.25 |
| Total | $/t milled | 33.60 | 30.44 | 28.93 | 31.84 | 29.35 | 26.92 | 24.08 | 29.31 |
Note: Numbers have been rounded.
| 1.19 | Economic Analysis |
|---|---|
| 1.19.1 | Forward-Looking Information |
| --- | --- |
Results of the economic analysis represent forward- looking information that is subject to several known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those presented here.
Other forward-looking statements in this Report include, but are not limited to: statements with respect to future metal prices and concentrate sales contracts; the estimation of mineral reserves and mineral resources; the realization of mineral reserve estimates; the timing and amount of estimated future production; costs of production; capital expenditures; costs and timing of the development of new ore zones; permitting time lines; requirements for additional capital; government regulation of mining operations; environmental risks; unanticipated reclamation expenses; title disputes or claims; and, limitations on insurance coverage.
Factors that may cause actual results to differ from forward-looking statements include: actual results of current reclamation activities; results of economic evaluations; changes in Project parameters as mine and process plans continue to be refined, possible variations in mineral reserves, grade or recovery rates; geotechnical considerations during mining; failure of plant, equipment or processes to operate as anticipated; shipping delays and regulations; accidents, labor disputes and other risks of the mining industry; and, delays in obtaining governmental approvals.
| Date: December 31, 2025 | Page 1-16 |
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| 1.19.2 | Methodology and Assumptions |
| --- | --- |
Coeur records its financial costs on an accrual basis and adheres to U.S. Generally Accepted Accounting Principles (GAAP).
The financial costs used for this analysis are based on the 2026 LOM budget model, which was built on a zero-based budgeting process that was validated through a historical cost comparison from the previous financial year. Production figures in this Chapter are based on predicted equipment hours and manpower requirements needed to execute the mine plan using actual unit costs, labor rates and may vary from year to year depending on capital and production needs.
Consumables are based upon market projections and contract pricing. Experts and bids are used for capital purchases to ensure that all costs are included in the project to avoid unbudgeted expenditures.
All financial results are communicated to the site management team. This process results in refinements and agreements as to the validity of the cost, capital, and cash flow results. This is an ongoing process throughout the budget and provides consistency of the results and acceptance of both short- and long-term goals.
Capitalized exploration is determined annually through the corporate office, is discretionary, and therefore not included in the economic analysis. Management fees assessed through the corporate office are not included in the economic analysis.
The economic model metal price assumptions are outlined in Table 1‑5.
Royalties included in the cashflow analysis are based upon gold ounces mined or produced, depending upon the agreement. The analysis includes applicable mining-related and corporate income taxes based on current laws and regulations, which are subject to change. Currently, Coeur pays no federal income tax due to historic net operating losses.
| 1.19.3 | Economic Analysis |
|---|
The NPV at 5% is $2,485 M. As the cashflow is based on existing operations, considerations of payback and internal rate of return are not relevant.
A summary of the financial results is provided in Table 1‑6.
The active mining operation ceases in 2032; however, closure costs are estimated to be paid out through 2032. For the purposes of the financial model, all costs incurred beyond 2032 are included in the cash flow in the year 2032.
| Date: December 31, 2025 | Page 1-17 |
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Table 1‑5: Commodity Price Forecast Used in Cashflow Analysis
| Units | 2026 | 2027 | 2028 | 2029 | 2030 | 2031+ | |
|---|---|---|---|---|---|---|---|
| Gold | US$/oz | 4,550 | 4,000 | 3,800 | 3,600 | 3,100 | 3,100 |
| Copper | US$/lb | 5.00 | 5.00 | 5.00 | 5.00 | 4.50 | 4.50 |
Table 1‑6: Cashflow Summary Table
| Item | Units | Value |
|---|---|---|
| Revenue | US$ M | 4,837.4 |
| Production costs | US$ M | 1,108.9 |
| Exploration | US$ M | 23.3 |
| Accretion liability | US$ M | 18.9 |
| Total cost and expenses | US$ M | 1,151.2 |
| Interest income | US$ M | 3.4 |
| Intercompany | US$ M | 27.7 |
| EBITDA | US$ M | 3,655.1 |
| Depreciation, depletion and amortization | US$ M | 4,580.4 |
| Income before taxes | US$ M | (925.3) |
| Income tax expense (benefit) | US$ M | 731.1 |
| Net income | US$ M | (1,656.4) |
| Add back amortization | US$ M | 4,580.4 |
| Add back accretion | US$ M | (47.3) |
| Add back other non-cash items | US$ M | 54.4 |
| Operating cash flow before working capital changes | US$ M | 2,931.2 |
| Working capital | US$ M | 28.6 |
| Operating cash flow | US$ M | 2,959.6 |
| Investing activities | US$ M | (222.4) |
| Interest received | US$ M | 0.4 |
| Other | US$ M | (2.8) |
| Payments on capital leases | US$ M | (0.2) |
| Total cash flow | US$ M | 2,734.7 |
| Free cash flow | US$ M | 2,737.2 |
| NPV Pre-Tax/After-Tax @ 5% | US$ M | 3132/2,484.6 |
Note: EBITDA = earnings before interest, taxes, depreciation, and amortization. Numbers have been rounded.
| Date: December 31, 2025 | Page 1-18 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| 1.19.4 | Sensitivity Analysis |
| --- | --- |
The sensitivity of the Project to changes in metal prices, grade, capital costs, and operating cost assumptions was tested using a range of 30% above and below the base case values. The Project is most sensitive to copper and gold prices and metal grades, less sensitive to operating cost increases, and least sensitive to capital expenditure changes and exchange rates.
The primary sensitivity is to the world economy and the effect this has upon copper and gold pricing. With block caving being a low operating costs per tonne mining method, the project carries less world economy risk when compared to alternative underground mining methods.
| 1.20 | Risks and Opportunities |
|---|---|
| 1.20.1 | Risks |
| --- | --- |
Risks to the mineral resources and mineral reserves are discussed in Chapter 1.10.3 and Chapter 1.11.3.
The major risks to the New Afton Operations are associated with the following elements:
| • | Negative variations to the copper and gold price assumptions; |
|---|---|
| • | Significant additional dilution or ore losses due to cave deviation or variations to the mine plan; |
| --- | --- |
| • | Oversized material or hung drawpoints during the early stages of C-Zone cave propagation, potentially limiting daily tonnage until additional drawpoints are blasted or drawpoints become free-flowing; |
| --- | --- |
| • | Significant delays to the completion of the tailings stabilization project, potentially impacting C-Zone production; |
| --- | --- |
| • | Changes in geotechnical conditions and modelling parameters, including but not limited to the following: |
| --- | --- |
| o | The extent and magnitude of subsidence affecting site infrastructure; |
| --- | --- |
| o | Convergence in underground production drifts exceeding expectations; |
| --- | --- |
| o | Cave growth deviation and induced stress from the C-Zone block cave impacting underground development and infrastructure. |
| --- | --- |
| 1.20.2 | Opportunities |
| --- | --- |
The major opportunities are as follows:
| • | Potential extension of mine life and improved production profile if mineral resources at the K-Zone, D-Zone, and HW Zone can be converted to mineral reserves with additional studies; |
|---|---|
| Date: December 31, 2025 | Page 1-19 |
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| • | Potential to expand mineralization and identify new zones with additional drilling; |
| --- | --- |
| • | Further improvements in metallurgical recoveries with process plant improvements; |
| --- | --- |
| • | Further reduction in cement consumption in the thickened and amended tailings plant with additional testing and analysis; |
| --- | --- |
| • | Overperformance of drawpoints in C-Zone pulling in residual grade from the B3 cave post closure; |
| --- | --- |
| • | Conversion of some or all of the measured and indicated mineral resources currently reported exclusive of mineral reserves to mineral reserves, with appropriate supporting studies; |
| --- | --- |
| • | Upgrade of some or all of the inferred mineral resources to higher-confidence categories with additional studies. |
| --- | --- |
| 1.21 | Conclusions |
| --- | --- |
Under the assumptions in this Report, the operations evaluated show a positive cash flow over the remaining LOM. The mine plan is achievable under the set of assumptions and parameters used.
| 1.22 | Recommendations |
|---|
As New Afton is an operating mine, the QPs have no material recommendations to make.
| Date: December 31, 2025 | Page 1-20 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| 2.0 | INTRODUCTION |
| --- | --- |
| 2.1 | Registrant |
| --- | --- |
Mr. Tyler Roberts, P.Eng., Mr. Devin Wade, P.Geo., Ms. Jennifer Katchen, P.Eng., Mr. Vincent Nadeau-Benoit, P.Geo., Mr. Matthew Davis, P.Eng., and Ms. Emily O’Hara, P.Eng., prepared this technical report summary (the Report) for Coeur Mining, Inc. (Coeur), on the New Afton copper–gold mine (the New Afton Operations or the Project) in British Columbia (BC) (Figure 2‑1).
Coeur acquired the New Afton Operations in March 2026 through its acquisition of New Gold Inc. (New Gold).
| 2.2 | Terms of Reference |
|---|---|
| 2.2.1 | Report Purpose |
| --- | --- |
The Report was prepared to be attached as an exhibit to support mineral property disclosure, including mineral resource and mineral reserve estimates in Coeur’s Current Report on Form 8-K.
Mineral resources and mineral reserves are reported for the underground cave and stope mining zones.
| 2.2.2 | Terms of Reference |
|---|
Unless otherwise indicated, all financial values are reported in United States (US) currency (US$) including all operating costs, capital costs, cash flows, taxes, revenues, expenses, and overhead distributions.
Unless otherwise indicated, all financial values are reported in United States dollars (US$). The Canadian currency is the Canadian dollar (C$).
Unless otherwise noted, the Report uses metric units and US English.
Mineral resources and mineral reserves are reported using the definitions in Item 1300 of Regulation S–K (17 CFR Part 229) (S-K 1300) of the United States Securities and Exchange Commission.
| Date: December 31,. 2025 | Page 2-1 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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Figure 2‑1: Location of New Afton Mine

Note: Figure prepared by Coeur, 2026.
| Date: December 31,. 2025 | Page 2-2 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| 2.3 | Qualified Persons |
| --- | --- |
The following Coeur employees serve as the Qualified Persons (QPs) for the Report:
| • | Mr. Tyler Roberts, P.Eng. Strategic Planning Superintendent, New Afton Mine; |
|---|---|
| • | Mr. Devin Wade, P.Geo. Chief Exploration Geologist, New Afton Mine; |
| --- | --- |
| • | Ms. Jennifer Katchen, P.Eng. Metallurgical Superintendent, New Afton Mine; |
| --- | --- |
| • | Mr. Vincent Nadeau-Benoit, P.Geo., Director, Mineral Resources at Coeur ; |
| --- | --- |
| • | Mr. Matthew Davis, P.Eng. Tailings and Surface Superintendent, New Afton Mine; |
| --- | --- |
| • | Ms. Emily O’Hara, P.Eng. Manager, Water Strategy and Stewardship at Coeur. |
| --- | --- |
The QPs are responsible for, or co-responsible for, the Report Chapters set out in Table 2‑1.
| 2.4 | Site Visits and Scope of Personal Inspection |
|---|---|
| 2.4.1 | Mr. Tyler Roberts |
| --- | --- |
Mr. Roberts works directly at the mine site with required inspection visits underground to review the minable reserve plan and resource shapes used for the determination of mineral resources., he attends required meetings for reserve and life of mine strategy.
| 2.4.2 | Mr. Devin Wade |
|---|
Mr. Wade works directly at the mine site supervising all the exploration at New Afton. His main work at the site includes managing contractor compliance, review of the drill core, supervising New Afton employees, regular field visits, reviewing drilling results, and monitoring drilling and other field activities.
| 2.4.3 | Ms. Jennifer Katchen |
|---|
Ms. Katchen works directly at the mine site, and this familiarity with the mine operations serves as her personal inspection. Her role is to inspect and oversee process plant operations. Activities included direct oversight of plant performance, engagement with operations, metallurgical, and projects teams, and review of process control, throughput, and recovery performance in support of ongoing operational and planning objectives.
| Date: December 31,. 2025 | Page 2-3 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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Table 2‑1: QP Chapter Responsibilities
| QP Name | Chapter Responsibility |
|---|---|
| Mr. Roberts | 1.1, 1.2, 1.10.2, 1.10.3, 1.11.1, 1.11.1.2, 1.11.1.3, 1.11.2, 1.11.3, 1.12, 1.12.2, 1.15, 1.17, 1.18, 1.19, 1.20, 1.21, 1.22, 2.1, 2.2, 2.3, 2.4.1, 2.5, 2.6, 2.7, 7.4, 9.1, 9.2, 9.3.2, 9.4,<br> 11.11, 11.12, 11.13, 12.1, 12.2, 12.3, 12.4, 12.5, 12.6, 12.7, 13.1, 13.2, 13.3, 13.4, 13.5, 13.6, 13.7, 13,8, 13.9, 13.10, 13.11, 16.1, 16.2, 16.3, 18.1, 18.2, 18.3, 19.1, 19.2, 19.3, 19.4, 19.5, 21, 22.1, 22.6, 22.7, 22.8, 22.9, 22.12,<br> 22.14, 22.15, 22.16, 22.17, 22.18, 23, 24, 25.1, 25.2, 25.3 |
| Mr. Wade | 1.1, 1.2, 1.5, 1.6, 1.7, 1.8, 1.20, 1.21, 1.22, 2.1, 2.2, 2.3, 2.4.2, 2.5, 2.6, 2.7, 5.0, 6.1, 6.2, 6.3, 6.4, 7.1, 7.2, 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 21, 22.1, 22.3, 22.4, 22.6,<br> 22.17, 22.18, 23, 24, 25.1 |
| Mr. Vincent Nadeau-Benoit | 1.1, 1.2, 1.8, 1.10.1, 1.10.2, 1.10.3, 1.20, 1.21, 1.22, 2.1, 2.2, 2.3, 2.4.4, 2.5, 2.6, 2.7, 9.1, 9.2, 9.3.1, 9.4. 11.1, 11.2, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, 11.9, 11.10, 11.11, 11.12,<br> 11.13, 21, 22.1, 22.3, 22.5, 22.7, 22.17, 22.18, 23, 24, 25.1 |
| Ms. Katchen | 1.1, 1.2, 1.9, 1.13, 1.20, 1.21, 1.22, 2.1, 2.2, 2.3, 2.4.3, 2.5, 2.6, 2.7, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 14.1, 14.2, 14.3, 14.4, 14.5, 14.6, 21, 22.1, 22.10, 22.17, 22.18, 23, 24, 25.1 |
| Mr. Davis | 1.1, 1.2, 1.14, 1.20, 1.21, 1.22, 2.1, 2.2, 2.3, 2.4.5, 2.5, 2.6, 2.7, 14.4, 15.1, 15.2, 15.3, 15.4, 15.8, 15.9, 15.10, 21, 22.1, 22.11, 22.17, 22.18, 23, 24, 25.1 |
| Ms. Emily O’Hara | 1.1, 1.2, 1.3, 1.4, 1.16, 1.20, 1.21, 1.22, 2.1, 2.2, 2.3, 2.4.6, 2.5, 2.6, 2.7, 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 4.1, 4.2, 4.3, 4.4, 5.0, 7.3, 13.11, 15.6, 15.7, 15.8, 17.1, 17.2,<br> 17.3, 17.4, 17.5, 17.6, 20, 21, 22.1, 22.2, 22.13, 22.17, 22.18, 23, 24, 25.4, 25.1, 25.5, 25.6, 25.7 |
| 2.4.4 | Mr. Vincent Nadeau-Benoit |
| --- | --- |
Mr. Nadeau-Benoit visited the New Afton Mine on numerous occasions. The most recent site visits was from December 8 to December 11, 2025 and from February 2 to February 4, 2026 and was focused on K-Zone. Mr. Nadeau-Benoit visited the core shack and inspected and reviewed K-Zone drill core from the 2024 and 2025 exploration programs. Drill core from other zones were also reviewed. Discussions took place with on-site geologists on the topics of sampling and the logging procedure, and other protocols regarding the data collection for the drill hole database. Discussions and 3D review with the exploration team regarding the lithological and structural interpretation along the domaining strategies were completed.
| Date: December 31,. 2025 | Page 2-4 |
|---|
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 2.4.5 | Mr. Matthew Davis |
| --- | --- |
Mr. Davis works directly at the mine site, his role is to supervise New Afton employees on any construction and maintenance of the tailing facilities, In addition, work with the New Afton Engineers of Record for the tailings facilities on site for all long- and short-term planning.
| 2.4.6 | Ms. Emily O’Hara |
|---|
Ms. O’Hara has visited the New Afton mine on numerous occasions. The most recent site tour was the week of the 27^th^ of October, 2025. This was for the Independent Tailings Review Board and included visual inspections of all tailings and water storage facilities.
| 2.5 | Report Date |
|---|
Information in the Report is current as at December 31, 2025.
| 2.6 | Information Sources and References |
|---|
The reports and documents listed in Chapter 24 and Chapter 25 of this Report were used to support Report preparation.
| 2.7 | Previous Technical Report Summaries |
|---|
Coeur has not previously filed a technical report summary on the Project.
| Date: December 31,. 2025 | Page 2-5 |
|---|
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 3.0 | PROPERTY DESCRIPTION |
| --- | --- |
| 3.1 | Property Location |
| --- | --- |
The New Afton Mine is located approximately 350 km northeast of Vancouver in the south-central interior of British Columbia. The property is 10 km from the regional hub of Kamloops and is readily accessible by the TransCanada Highway 1, a year-round paved road. The mine location and M-229 Mine Permit boundary was noted in Figure 2‑1.
The approximate center of the property is located at 50° 39' 39'' north, 120° 30' 54'' west. The nominal elevation of the property is approximately 700 meters above mean sea level (masl).
| 3.2 | Ownership |
|---|
Coeur wholly owns the New Afton Operations. Coeur acquired the operations as the result of an acquisition in March 2026, whereby a wholly-owned Coeur subsidiary acquired all of the issued and outstanding New Gold shares.
| 3.3 | Mineral Title |
|---|---|
| 3.3.1 | Tenure Holdings |
| --- | --- |
Mineral title in British Columbia is acquired and maintained under the Mineral Tenure Act and its predecessor Acts (the Mineral Act and the Placer Mining Act). The Mineral Titles Branch administers the legislation related to the acquisition, exploration, and development of mineral, placer mineral, and coal rights in British Columbia. In January of 2005, an internet-based Mineral Title administration system (Mineral Titles Online or MTO) became active and online staking became the only way to acquire new mineral tenure in British Columbia. There are three types of mineral tenure in British Columbia:
| • | Legacy claims (staked in the field prior to January 2005); |
|---|---|
| • | Cell claims (staked online post January 2025); |
| --- | --- |
| • | Mining lease (application to the Ministry, payment of fee, legal boundary survey, annual maintenance payment). |
| --- | --- |
Coeur’s mineral tenures in the mine area comprise cell claims, legacy claims, and a mining lease (Table 3‑1). Mineral claims cover a total area of approximately 21,714 ha, and the mining lease covers approximately 902 ha. A location plan showing the locations of the mineral tenures is provided in Figure 3‑1.
The Project area is defined by Coeur’s M-229 Mines Act Permit boundary; within this permit boundary, Coeur is authorized to complete approved surface works and mining operations as written in the M-229 Permit document.
| Date: December 31, 2025 | Page 3-1 |
|---|
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |||||||
|---|---|---|---|---|---|---|---|
| Table 3‑1: | Mineral Tenure Summary Table | ||||||
| --- | --- | ||||||
| Title<br><br> <br>Number | Claim Name | Owner | Title<br><br> <br>Type | Title<br><br> <br>Subtype | Map<br><br> <br>Number | Expiry Date | Area<br><br> <br>(ha) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 546063 | 282146 (100%) | Mineral | Lease | 092I | 2026/Nov/29 | 902.3 | |
| 220090 | Python No.16 FR. | 282146 (100%) | Mineral | Claim | 092I068 | 2025/Jul/15(P) | 25 |
| 220275 | Line No.3 | 282146 (100%) | Mineral | Claim | 092I068 | 2025/Jul/15(P) | 25 |
| 221488 | Fay 1 FR | 282146 (100%) | Mineral | Claim | 092I068 | 2025/Jul/15(P) | 25 |
| 372644 | Afton 8 | 282146 (100%) | Mineral | Claim | 092I068 | 2029/Mar/08 | 25 |
| 372645 | Afton 9 | 282146 (100%) | Mineral | Claim | 092I068 | 2029/Mar/08 | 25 |
| 372646 | Afton 10 | 282146 (100%) | Mineral | Claim | 092I068 | 2029/Mar/08 | 25 |
| 372647 | Afton 11 | 282146 (100%) | Mineral | Claim | 092I068 | 2029/Mar/08 | 25 |
| 378688 | Afton 8 | 282146 (100%) | Mineral | Claim | 092I068 | 2032/Mar/08 | 500 |
| 378918 | Hugh 1 | 282146 (100%) | Mineral | Claim | 092I068 | 2032/Jun/08 | 25 |
| 378919 | Hugh 2 | 282146 (100%) | Mineral | Claim | 092I068 | 2032/Jun/08 | 25 |
| 378920 | Hugh 3 | 282146 (100%) | Mineral | Claim | 092I068 | 2032/Jun/08 | 25 |
| 378921 | Hugh 4 | 282146 (100%) | Mineral | Claim | 092I068 | 2032/Jun/08 | 25 |
| 378922 | Hugh 5 | 282146 (100%) | Mineral | Claim | 092I068 | 2032/Jun/08 | 25 |
| 379304 | Afton 19 | 282146 (100%) | Mineral | Claim | 092I068 | 2032/Mar/08 | 25 |
| 406650 | GM 69 | 282146 (100%) | Mineral | Claim | 092I068 | 2029/Feb/01 | 500 |
| 513980 | 282146 (100%) | Mineral | Claim | 092I | 2025/Jul/15(P) | 553.2 | |
| 514167 | Afton | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 225.1 |
| 514194 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 1,637.8 | |
| Date: December 31, 2025 | Page 3-2 | ||||||
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |||||||
|---|---|---|---|---|---|---|---|
| Title<br><br> <br>Number | Claim Name | Owner | Title<br><br> <br>Type | Title<br><br> <br>Subtype | Map<br><br> <br>Number | Expiry Date | Area<br><br> <br>(ha) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 517047 | Afton | 282146 (100%) | Mineral | Claim | 092I | 2027/Mar/08 | 41.0 |
| 517157 | Afton | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 204.8 |
| 517259 | Ajax | 282146 (100%) | Mineral | Claim | 092I | 2025/Jul/15(P) | 82.0 |
| 517263 | 282146 (100%) | Mineral | Claim | 092I | 2025/Jul/15(P) | 20.5 | |
| 517360 | New Afton | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 20.5 |
| 521727 | Ajax | 282146 (100%) | Mineral | Claim | 092I | 2025/Apr/30(P) | 451.7 |
| 521728 | 282146 (100%) | Mineral | Claim | 092I | 2025/Apr/30(P) | 513.3 | |
| 521729 | Ajax | 282146 (100%) | Mineral | Claim | 092I | 2025/Apr/30(P) | 390.0 |
| 524303 | Afton Dam | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 20.5 |
| 524304 | Afton Dam 1 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 20.5 |
| 524305 | Afton Dam 2 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 20.5 |
| 525508 | Afton Dam 3 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 20.5 |
| 528243 | Smelter | 282146 (100%) | Mineral | Claim | 092I | 2027/Mar/08 | 20.5 |
| 529020 | Copper Load | 282146 (100%) | Mineral | Claim | 092I | 2032/Jan/31 | 20.5 |
| 534787 | AF Ext 11 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 20.5 |
| 534788 | AF Ext 12 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 20.5 |
| 537230 | Afton Dam 3 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 41.0 |
| 537231 | Afton Dam 2 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 41.0 |
| 549226 | Afton NW 5 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 491.3 |
| 549268 | Afton NW 6 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 20.5 |
| Date: December 31, 2025 | Page 3-3 | ||||||
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |||||||
|---|---|---|---|---|---|---|---|
| Title<br><br> <br>Number | Claim Name | Owner | Title<br><br> <br>Type | Title<br><br> <br>Subtype | Map<br><br> <br>Number | Expiry Date | Area<br><br> <br>(ha) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 549270 | Afton NW 7 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 81.9 |
| 552399 | ML Ext 1 | 282146 (100%) | Mineral | Claim | 092I | 2026/Feb/20 | 20.5 |
| 552400 | ML Ext 2 | 282146 (100%) | Mineral | Claim | 092I | 2026/Feb/20 | 20.5 |
| 594462 | Afton EEA | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 184.4 |
| 595819 | AJ-W | 282146 (100%) | Mineral | Claim | 092I | 2025/Apr/30(P) | 123.2 |
| 606247 | Afton NW 8 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 81.9 |
| 642268 | Afton NW 9 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 20.5 |
| 650330 | Python NW Cell | 282146 (100%) | Mineral | Claim | 092I | 2025/Jul/15(P) | 20.5 |
| 654890 | Iron Mask 1 | 282146 (100%) | Mineral | Claim | 092I | 2025/Jul/15(P) | 20.5 |
| 654891 | Iron Mask 2 | 282146 (100%) | Mineral | Claim | 092I | 2025/Jul/15(P) | 20.5 |
| 765242 | Hugh 6 Repl | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 20.5 |
| 830915 | Afton NW 11 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 20.5 |
| 830920 | Afton NW 12 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 40.9 |
| 830925 | Afton NW 13 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 429.2 |
| 832096 | Afton NW 15 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 20.5 |
| 835552 | AJ Magnum W | 282146 (100%) | Mineral | Claim | 092I | 2025/Jul/15(P) | 41.0 |
| 837062 | Afton West | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 430.3 |
| 855837 | Afton NW 16 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 20.5 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 862155 | Aftin NW 17 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 40.9 |
| 1011918 | Afton NW 10 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 122.8 |
| Date: December 31, 2025 | Page 3-4 | ||||||
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |||||||
|---|---|---|---|---|---|---|---|
| Title<br><br> <br>Number | Claim Name | Owner | Title<br><br> <br>Type | Title<br><br> <br>Subtype | Map<br><br> <br>Number | Expiry Date | Area<br><br> <br>(ha) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 1016942 | Afton NW 18 | 282146 (100%) | Mineral | Claim | 092I | 2032/Feb/08 | 20.4 |
| 1023220 | Bill1 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 655.9 |
| 1025173 | Afton NW 19 | 282146 (100%) | Mineral | Claim | 092I | 2031/Jan/07 | 20.4 |
| 1026061 | Dorado | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 102.5 |
| 1036944 | 282146 (100%) | Mineral | Claim | 092I | 2025/Jul/15(P) | 20.5 | |
| 1038487 | Wood Property | 282146 (100%) | Mineral | Claim | 092I | 2030/Mar/27 | 1,415.4 |
| 1038488 | Wood Property | 282146 (100%) | Mineral | Claim | 092I | 2032/Jan/08 | 451.0 |
| 1038489 | Wood Property | 282146 (100%) | Mineral | Claim | 092I | 2032/Jan/08 | 389.5 |
| 1042485 | Ajax 2 | 282146 (100%) | Mineral | Claim | 092I | 2025/Apr/30(P) | 389.8 |
| 1043220 | Nedroberts | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 61.5 |
| 1043271 | Cherry1 | 282146 (100%) | Mineral | Claim | 092I | 2031/Mar/27 | 102.4 |
| 1043793 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/08 | 41.0 | |
| 1049040 | 282146 (100%) | Mineral | Claim | 092I | 2032/Jan/07 | 491.4 | |
| 1049047 | 282146 (100%) | Mineral | Claim | 092I | 2032/Jan/07 | 102.4 | |
| 1050395 | Maxine 1 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/07 | 122.7 |
| 1050396 | Maxine 2 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/07 | 327.1 |
| 1050397 | Copper Jack | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/07 | 163.7 |
| 1050398 | Afton NW 1 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/07 | 61.5 |
| 1050400 | Afton NW 2 | 282146 (100%) | Mineral | Claim | 092I | 2031/Mar/07 | 1125.7 |
| 1050401 | Afton NW 3 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/07 | 1,206.8 |
| Date: December 31, 2025 | Page 3-5 | ||||||
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |||||||
|---|---|---|---|---|---|---|---|
| Title<br><br> <br>Number | Claim Name | Owner | Title<br><br> <br>Type | Title<br><br> <br>Subtype | Map<br><br> <br>Number | Expiry Date | Area<br><br> <br>(ha) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 1050403 | Afton NW 4 | 282146 (100%) | Mineral | Claim | 092I | 2031/Mar/07 | 633.9 |
| 1050405 | Afton NW 5 | 282146 (100%) | Mineral | Claim | 092I | 2032/Mar/07 | 204.6 |
| 1055302 | Aftom 1 | 282146 (100%) | Mineral | Claim | 092I | 2032/Oct/01 | 266.3 |
| 1056644 | Akila | 282146 (100%) | Mineral | Claim | 092I | 2026/May/25 | 41.0 |
| 1057595 | Afton SW 1 | 282146 (100%) | Mineral | Claim | 092I | 2031/Jan/07 | 20.5 |
| 1059782 | Cherry2 | 282146 (100%) | Mineral | Claim | 092I | 2031/Mar/08 | 41.0 |
| 1061368 | 282146 (100%) | Mineral | Claim | 092I | 2031/Jun/08 | 368.7 | |
| 1066112 | 282146 (100%) | Mineral | Claim | 092I | 2027/Jan/10 | 328.2 | |
| 1069836 | 282146 (100%) | Mineral | Claim | 092I | 2027/Jan/10 | 2,052.4 | |
| 1069837 | 282146 (100%) | Mineral | Claim | 092I | 2027/Jan/10 | 842.0 | |
| 1069850 | 282146 (100%) | Mineral | Claim | 092I | 2027/Jan/10 | 410.2 | |
| 1071538 | Kamloops-Beaton | 282146 (100%) | Mineral | Claim | 092I | 2030/Sep/08 | 41.0 |
| 1091113 | 282146 (100%) | Mineral | Claim | 092I | 2027/Jan/26 | 41.0 | |
| 1101275 | 282146 (100%) | Mineral | Claim | 092I | 2027/Jan/27 | 41.0 | |
| 1101308 | 282146 (100%) | Mineral | Claim | 092I | 2025/Jan/27(P) | 61.5 | |
| 1107397 | 282146 (100%) | Mineral | Claim | 092I | 2026/Sep/14 | 82.0 | |
| 1112659 | 282146 (100%) | Mineral | Claim | 092I | 2026/Apr/26 | 41.0 | |
| 1114780 | Ajax 3 | 282146 (100%) | Mineral | Claim | 092I | 2025/Aug/01(P) | 20.5 |
| Total area | 21,714.2 ha |
*(P) = Protected from expiry until March 31, 2026
| Date: December 31, 2025 | Page 3-6 |
|---|
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Figure 3‑1: | Mineral Tenure Location Plan |
| --- | --- |

| Date: December 31, 2025 | Page 3-7 |
|---|
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
|---|
The New Afton deposit is within the M-229 permit boundary. The permit area encompasses most of the mining lease area, as well as a portion of several mineral claims.
| 3.3.2 | Tenure Maintenance Requirements |
|---|
The New Afton Mining Lease is valid until November 2036 and is renewed annually with a cash payment due on or before the November 29 anniversary date. Work completed within the mining lease boundary cannot be used for the annual lease renewal or on mineral claims that overlap the mining lease.
The remainder of the mineral tenure is renewed with either exploration work done on a mineral claim (including contiguous mineral claims) and submitted online in the form of a work report, or with a ‘cash in lieu of work’ payment on the BC Mineral Titles Online website.
| 3.4 | Surface Rights |
|---|
Coeur holds the surface rights plus a section of Crown property (Crown land in British Columbia is land owned by the provincial government) within and adjacent to the area covered by the M-229 Permit boundary (refer to Figure 3‑1). The area held under surface rights totals 5,620.5 acres (Table 3‑2).
Most of the surface holdings were obtained from Teck Resources Limited (Teck) and its subsidiary (Afton Operating Corp.) in September 2007. Other parcels have since been added via option and purchase agreements with several parties. The section of Crown property will revert to the Crown once Coeur’s reclamation responsibilities have been completed.
No additional rights are needed to support the life-of-mine (LOM) plan presented in this Report.
| 3.5 | Water Rights |
|---|
A water pipeline approximately 2.5 miles in length can deliver fresh water from Kamloops Lake to the mine site. The water pipeline and pump house facilities were purchased from Teck as part of the purchase agreement in 2007.
Coeur has four active water licenses to withdraw water from Kamloops Lake for mining and milling operations. Section 17.4 provides additional information on permitted water use.
| 3.6 | Royalties |
|---|
Coeur has engaged in several royalty agreements with various third parties on relatively small parcels within the broader overall property, with one proximal to the New Afton mine.
In 2007, a Land Purchase Agreement was signed between Teck, Afton Operating Corporation, and New Gold Inc. (Coeur). Part of this agreement was a 2% net smelter royalty (NSR) on ‘the lands subject to the agreement’ (see Figure 3‑2), which was payable to Teck or a C$12 M buyout at any time on the mineral rights. This royalty remains active, has changed hands twice, and would now be payable to Royal Gold Inc.
| Date: December 31, 2025 | Page 3-8 |
|---|
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |||||
|---|---|---|---|---|---|
| Table 3‑2: | Surface Rights Summary Table | ||||
| --- | --- | ||||
| Property Location | Class | Parcel<br><br> <br>Identifier | Account<br><br> <br>Number/ Roll<br><br> <br>Number | Name | Area<br><br> <br>(ha) |
| --- | --- | --- | --- | --- | --- |
| Kamloops rural | 012-988-731 | 724 000740.000 | DL 551 | 48.6 | |
| Kamloops rural | Major industry | 013-012-541 | 724 01005.000 | DL 893/Pot Luck Mineral Claim (surface) | 20.9 |
| Kamloops rural | Major industry | 013-012-550 | 724 01010.000 | DL 894/Gold Mask MC (surface) | 20.9 |
| Kamloops rural | Major industry | 013-012-568 | 724 01015.000 | DL 895/Midnight MC (surface) | 9.3 |
| Kamloops rural | Major industry | 013-012-576 | 724 01020.000 | DL 896/Bonanza MC (surface) | 20.3 |
| Kamloops rural | Major industry | 013-012-584 | 724 01025.000 | DL 897/Boss MC (surface) | 20.9 |
| Kamloops rural | Major industry | 013-012-592 | 724 01030.000 | DL 898/Nighthawk MC (surface) | 20.0 |
| Kamloops rural | Major industry | 013-012-614 | 724 01035.000 | DL 899/Cliff MC (surface) | 15.4 |
| Kamloops rural | Major industry | 013-012-622 | 724 01040.000 | DL 900/Piper MC (surface) | 10.4 |
| Kamloops rural | 014-388-421 | 724 012573.005 | 50.0 | ||
| Kamloops rural | 014-389-517 | 724 012573.010 | 14.7 | ||
| Kamloops rural | 014-388-391 | 724 012573.020 | 64.8 | ||
| Kamloops rural | 014-389-304 | 724 012582.055 | 15.4 | ||
| Kamloops rural | 014-389-347 | 724 012582.060 | 12.5 | ||
| Kamloops rural | 014-389-380 | 724 012582.065 | 9.3 | ||
| Kamloops rural | Business/other | 016-315-863 | 724 02075.000 | DL 2017 | 50.2 |
| Kamloops rural | No PID | 724 02245.000 | DL 2172 | 1.6 | |
| Kamloops rural | Major industry | 014-421-666 | 724 12582.000 | 18.3 | |
| Kamloops rural | Farm | 014-295-857 | 724 12585.000 | 129.5 | |
| Kamloops rural | Farm | 014-295-903 | 724 12585.010 | 52.2 | |
| Kamloops rural | Major industry | 004-603-222 | 724 12585.050 | 54.1 | |
| Kamloops rural | Farm | 014-296-331 | 724 12586.000 | 129.5 | |
| Kamloops rural | Farm | 014-296-543 | 724 12586.010 | 43.4 | |
| Kamloops rural | Farm | 014-296-349 | 724 12586.020 | 64.8 | |
| Kamloops rural | Farm | 014-297-230 | 724 12587.000 | 64.8 | |
| Kamloops rural | Farm | 014-301-750 | 724 12593.000 | 129.5 | |
| Kamloops rural | Farm | 014-301-806 | 724 12594.000 | 259.0 | |
| Kamloops rural | Farm | 014-303-191 | 724 12595.000 | 64.8 | |
| Date: December 31, 2025 | Page 3-9 | ||||
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |||||
|---|---|---|---|---|---|
| Property Location | Class | Parcel<br><br> <br>Identifier | Account<br><br> <br>Number/ Roll<br><br> <br>Number | Name | Area<br><br> <br>(ha) |
| --- | --- | --- | --- | --- | --- |
| Kamloops rural | Farm | 014-308-711 | 724 12597.010 | 64.8 | |
| Kamloops rural | Farm | 014-306-221 | 724 12597.030 | 58.1 | |
| Kamloops rural | Farm | 014-314-371 | 724 12598.000 | 79.7 | |
| Kamloops rural | Farm | 014-309-149 | 724 12598.020 | 64.8 | |
| Kamloops rural | Major industry | No PID,<br><br> <br>new in 2009 | 724 18517.000 | Mine Permit Area | 2.0 |
| Kamloops rural | Farm | 014-388-251 | 724 012570.000 | 66.4 | |
| Kamloops rural | Farm | 014-388-260 | 724 012570.005 | 66.4 | |
| Kamloops rural | Farm | 014-388-278 | 724 012570.015 | 132.7 | |
| Kamloops rural | Farm | 014-388-294 | 724 012573.000 | 129.5 | |
| Kamloops rural | Farm | 014-388-316 | 724 12572.030 | 66.0 | |
| Kamloops rural | Farm | 014-388-308 | 724 12571.010 | 64.8 | |
| Kamloops rural | Farm | 014-388-324 | 724 12571.000 | 64.8 | |
| Total area | 2,274.54 |
Note: PID = parcel identification number
| Date: December 31, 2025 | Page 3-10 |
|---|
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Figure 3‑2: | Lands Purchase Agreement Royalty |
| --- | --- |

| Date: December 31, 2025 | Page 3-11 |
|---|
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 3.7 | Agreements |
| --- | --- |
Coeur is party to a Cooperation Agreement with the Stk'emlupsemc Te Secwepemc Nation (the SSN). The SSN consists of two First Nations communities, the Tk̓emlúps te Secwépemc and the Skeetchestn Indian Band. The Cooperation Agreement provides that a fixed royalty amount is paid annually until the full amount is reached on January 31, 2030.
| 3.8 | Encumbrances |
|---|---|
| 3.8.1 | Permitting Requirements |
| --- | --- |
The New Afton Operations submitted a Mines Act Permit Amendment (MAPA) on January 12, 2026, seeking an amendment to the M-229 Mines Act Permit. This authorization is to allow the stope mining of the East Extension area, and includes the K-Zone access development.
All other operations included in the LOM plan are fully permitted (see also discussion in Chapter 17.4).
| 3.8.2 | Permitting Timelines |
|---|
New Afton expects to receive authorization for mining of the East Extension and K-Zone access development in late Q3 2026.
| 3.8.3 | Violations and Fines |
|---|
There are no major violations or fines as understood in the mining regulatory context that have been reported for the New Afton Operations.
| 3.9 | Significant Factors and Risks That May Affect Access, Title or Work Programs |
|---|
To the extent known to the QP, there are no other known significant factors and risks that may affect access, title, or the right or ability to perform work on the properties that comprise the New Afton Operations that are not discussed in this Report.
| Date: December 31, 2025 | Page 3-12 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 4.0 | ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY |
| --- | --- |
| 4.1 | Physiography |
| --- | --- |
The landscape is characterized by hilly, till-covered terrain and dispersed small alkaline water bodies. The mine site is located at about 750 m above sea level, relief adjacent to Kamloops Lake located at 335 m above sea level. The most significant topographic features within the mining lease are the historical Afton and Pothook open pits and the reclaimed waste rock facilities (WRSFs) of the Afton Operating Corporation.
Kamloops Lake, a widening of the Thompson River, is located north of the mining lease and bisects the Afton mineral tenure.
Due to the continental semi-arid climate, vegetation consists of open grasslands and sparse pine forests. Higher elevations are more densely forested.
| 4.2 | Accessibility |
|---|
The New Afton Operations are located just west of the junction of the Trans-Canada Highway No. 1 with Coquihalla Highway No. 5, which both provide year-round road access. Access to the site is by a mine road located off the Trans-Canada Highway.
The Kamloops airport is served by regular scheduled flights to Vancouver and Victoria (British Columbia), and Calgary (Alberta).
The Canadian National Railway and Canadian Pacific Railway both pass through Kamloops.
| 4.3 | Climate |
|---|
The Kamloops area is located in the rain shadow of the British Columbia Coast Mountains and is characterized by a semi-arid climate. Precipitation is relatively modest, averaging approximately 257 mm annually (of which 175 mm is rainfall), with light winter snow and infrequent rain in the spring and fall. The area has warm summers, where temperatures can reach 38°C, and cool winters, during which temperatures tend to hover around the freezing mark. During the winter, short periods of cold weather can occur where temperatures drop to as low as -29°C.
Mining operations are conducted year-round.
| 4.4 | Infrastructure |
|---|
The New Afton Operations are located on the south side of the Thompson River Valley, on the site of the past-producing Afton Mine.
Kamloops is a major transportation hub for highway, air, and railroad. The local economy includes healthcare, tourism, education, forestry, and mining industries. The City of Kamloops has a population of approximately 100,000 people. The area has a ready supply of trained workers and professionals with suppliers and contractors to support heavy industry.
| Date: December 31, 2025 | Page 4-1 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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British Columbia Hydro and Power Authority (BC Hydro) transmission lines, a FortisBC Inc. (FortisBC) natural gas pipeline, and a Pembina Pipeline Corporation (Pembina) oil pipeline traverse the mining lease north of the historical Afton pit.
A water pipeline approximately 2.5 miles in length can deliver fresh water from Kamloops Lake to the mine site. Coeur purchased the water pipeline and pump house facilities from Teck as part of the purchase agreement in 2007. Coeur has four active water licenses to withdraw water from Kamloops Lake for mining and milling operations.
The mine operates with a primarily employee-based workforce, supplemented by contractor support as required for project-related activities. Key socioeconomic benefits include sustained capital and operating expenditures, positive economic impacts to external contractors and suppliers, workforce continuity supported by the extension of mine life, and ongoing benefits generated through taxes and agreements. The New Afton Operations employ most of its staff from the nearby communities. As at December 31, 2025, the workforce totaled 652 employees, 81% of which (527 employees) were from the Kamloops region. A total of 169 of New Afton employees identify as Indigenous (26% of the workforce) and 38 are SSN members (6% of the workforce).
The New Afton Operations have all infrastructure in place to support mining and processing activities over the planned LOM. Supporting details, including water supply, electrical power, workforce, and consumables, are described in Chapters 13, 14, and 15 of this Report.
| Date: December 31, 2025 | Page 4-2 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 5.0 | HISTORY |
| --- | --- |
Prior to Coeur’s Project interest, a number of companies had completed exploration and development activities.
Exploration in the area of the New Afton Mine began in the mid-1800s, as prospectors pushed into the interior of British Columbia following the Fraser and Caribou gold rushes. The Iron Mask property, staked in 1896, was the first in the Kamloops district. A 100 ft shaft was sunk on the Pothook deposit in 1898. Mining was carried out from the turn of the 20^th^ century through until 1927 at several gold, copper, and silver mines including the Pothook, Iron King, Copper King, and Iron Mask. The Afton property claims were staked over the Pothook workings in 1949 by Mr. Axel Bergland. This was followed by sporadic, and largely unsuccessful, exploration work by a number of parties through the 1950s and 1960s. Mr. Chester Millar acquired the property in the mid-1960s and formed a private company called Afton Mines Ltd. (Afton Mines) to carry out exploration work.
The first significant mining-related activity in the Afton area commenced in 1970, when drilling by Afton Mines anomalous copper values in what ultimately became the Afton deposit. Over 45,700 m of drilling was carried out by a number of operators over the following three years.
Teck and Iso Mines Ltd. (Iso) acquired the Afton property in 1973 and initiated engineering and metallurgical studies. Commercial production commenced at the Afton open pit mine in late 1977. Mining took place at the Afton, Crescent, Pothook, and Ajax open pits. The operations closed in 1991, re-opened in 1994, closing finally in 1997.
In 1999, the Afton mining leases expired, and the ground was staked by Westridge Ltd. and Indogold Development Ltd. DRC Resources Corporation (DRC) acquired an option on the property, staked additional claims, and in 2000 began a concerted exploration program to test the potential for additional mineralization extending beyond the Afton open pit.
From late 2004 to September 2005, following several positive technical studies and further exploration drilling conducted by DRC, an exploration decline was developed from the south wall of the Afton pit to provide access for infill drilling, exploration drilling, and bulk sampling of the deposit. In May 2005, DRC changed its company name to New Gold Inc.
From 2005 to 2007, Hatch Ltd. (Hatch) completed a feasibility study (as defined in Canada) for a block cave mine (including East Cave, West Cave, and B3 Cave) and conventional grinding–flotation mill operation (Hatch, 2007), New Gold approved the project and commenced underground development in 2007.
During construction, exploration drilling extended the mineralization at depth to identify what is now referred to the C-Zone. Additional drilling conducted from 2012–2016 confirmed and delineated the zone, and the C-Zone feasibility study (as defined in Canada) was completed by New Gold in January 2015.
Since most of the significant and relevant exploration was conducted by New Gold or its predecessor, DRC, this work is described in Section 9. Table 5‑1 provides an exploration and development history summary.
| Date: December 31, 2025 | Page 5-1 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | ||
|---|---|---|
| Table 5‑1: | Exploration and Development History Summary Table | |
| --- | --- | |
| Year | Operator | Comment |
| --- | --- | --- |
| 1896–1927 | Staking of the Iron Mask property in the Kamloops area in 1896. A 30 m shaft was sunk on the Pothook deposit in 1898. Mining was carried out from the turn of the 20^th^ century through<br> until 1927 at several gold, copper, and silver mines including the Pothook, Iron King, Copper King, and Iron Mask | |
| 1949–mid-1960s | The Afton property claims were staked over the Pothook workings in 1949 by Mr. Axel Bergland. This was followed by sporadic, and largely unsuccessful, exploration work by a number of parties<br> through the 1950s and 1960s. | |
| Mid-1960s–1973 | Mr. Chester Millar acquired the property in the mid-1960s and formed a private company called Afton Mines Ltd. (Afton Mines) to carry out exploration work. The first significant mining-related<br> activity in the Afton area commenced in 1970 | |
| 1973–1997 | Teck Corporation (Teck); Iso Mines Ltd. (Iso) | Teck and Iso acquired the Afton property in 1973 and initiated engineering and metallurgical studies. Commercial production commenced at the Afton open pit mine in late 1977. Mining took place at<br> the Afton, Crescent, Pothook, and Ajax pits. The mine closed in 1991, re-opened in 1994, closing finally in 1997. The Afton open pit mine processed approximately 23.0 Mt from 1977–1997 at average grades of 0.85% Cu and 0.52<br> g/t Au. |
| 1999–2000 | Westridge Ltd. (Westridge), Indogold Development Ltd. (Indogold), DRC Resources Corporation (DRC) | In 1999, the Afton mining leases expired and the ground was staked by Westridge and Indogold. DRC acquired an option on the property, staked additional claims, and in 2000 began a concerted<br> exploration program to test the potential for additional mineralization extending beyond the Afton open pit. |
| 2004–2005 | DRC | An exploration decline was developed from the south wall of the Afton pit to provide access for infill drilling, exploration drilling, and bulk sampling of the deposit. In May 2005, DRC changed its<br> company name to New Gold Inc. (New Gold). |
| 2005–2007 | New Gold | Feasibility study into block caving operation including East Cave, West Cave, and B3 Cave) to feed a conventional grinding–flotation mill operation. |
| 2012 | New Gold | Achieves commercial production in July 2012 |
| 2012–2016 | New Gold | Addition drilling identifies the C-Zone, subject to a feasibility study in 2015. A mill expansion was completed in 2015. |
| 2012–2022 | New Gold | The East and West block caves, referred to as Lift 1, were mined from 2012 to 2022 and are depleted. The B3 block cave commenced in 2021 and is currently in full production. |
| 2024–2025 | New Gold | The C-Zone achieved commercial production in October 2024.<br><br> <br>K-Zone definition drilling started. |
| 2026 | Coeur | Coeur acquired the operations as the result of a takeover in March 2026, whereby a wholly-owned Coeur subsidiary acquired all of the issued and outstanding New Gold shares. |
The bulk of exploration work undertaken at New Afton by New Gold consisted of diamond drilling of the New Afton underground deposit and, to a lesser extent, other targets on the New Afton land package.
| Date: December 31, 2025 | Page 5-2 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 6.0 | GEOLOGICAL SETTING, MINERALIZATION, AND DEPOSIT |
| --- | --- |
| 6.1 | Deposit Type |
| --- | --- |
The New Afton deposit is considered to be an example of an alkalic copper–gold porphyry deposit.
Porphyry deposits are subdivided into alkalic and calc-alkalic types based on the geochemical nature of the magma and the differences in rock chemistry and styles of alteration and mineralization. Geochemical characteristics of alkalic porphyry deposits may include the following features:
| • | High contents of alkali metal oxides, such as sodium and potassium, relative to silica content; |
|---|---|
| • | Complex alteration paragenesis including sodic, potassic, and calc-potassic alteration; |
| --- | --- |
| • | Association with highly oxidized hydrothermal fluids, a magnetite-rich core, and distal hematite; |
| --- | --- |
| • | Locally enriched in gold and platinum-group elements. |
| --- | --- |
| 6.2 | Regional Geology |
| --- | --- |
The geological history of the Canadian Cordillera has largely been shaped by collisional plate tectonics which resulted in the accretion of allochthonous terranes onto the North American plate. The New Afton Operations are hosted within Mesozoic rocks of the Quesnel Terrane, an island-arc assemblage that was accreted onto the continental margin of North America during the Late Triassic to Early Jurassic periods. The Quesnel Terrane forms part of the Intermontane Belt which extends from the United States border into the Yukon Territory (Figure 6‑1).
Bounded on both sides by Paleozoic to Mesozoic rocks—the Cache Creek Complex to the west and of the Kootenay Terrane to the east—the Quesnel Terrane records Late Triassic arc-related volcanism and magmatism followed by Early to Middle Jurassic thrusting and folding associated with docking of the island-arc complex onto the North American plate. Porphyry-related mineralization occurred mainly at the culmination stage of the island arc. Rocks of the Quesnel terrane were subsequently affected by episodic compressional events until the Cretaceous, and later by extensional deformation in the Eocene that resulted in the deposition of Tertiary sedimentary and volcanic rocks that unconformably overlie rocks of the Quesnel Terrane.
The Quesnel Terrane hosts several other porphyry-related producing mines, such as Copper Mountain, Highland Valley Copper, Mount Polley, and Mount Milligan.
| Date: December 31, 2025 | Page 6-1 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Figure 6‑1: | Regional Geology Map |
| --- | --- |

Note: Figure modified by Coeur from British Columbia Geological Survey MapPlace, 2024
| Date: December 31, 2025 | Page 6-2 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 6.3 | Local Geology |
| --- | --- |
| 6.3.1 | Lithological Units |
| --- | --- |
The New Afton deposit occurs within the Quesnel Terrane at the contact between volcanic rocks of the Nicola Group and alkaline intrusions of the Iron Mask Batholith seen in Figure 6‑2. A stratigraphic column is provided in Figure 6‑3 and the stratigraphic sequence is summarized in Table 6‑1.
| 6.3.2 | Structure |
|---|
Typically, no penetrative tectonic foliation is observed within the Nicola Group and Iron Mask Batholith, although rocks are generally folded and faulted. They were affected by several generations of deformation, including faulting during compression along northwest-trending shear zones related to the island arc subduction and subsequent accretion, and extensional and strike-slip faults associated with later crustal relaxation during the Eocene.
| 6.3.3 | Metamorphism |
|---|
Throughout the district, Nicola Group rocks are regionally metamorphosed to greenschist facies and locally metamorphosed to hornfels where in proximity to batholith-related intrusions.
| 6.3.4 | Mineralization |
|---|
Three styles of mineralization have been identified on the New Afton deposit:
| • | Primary hypogene mineralization characterized by chalcopyrite ± bornite as disseminations, stringers, and matrix-fill to breccias along the edge of the monzonite intrusion; |
|---|---|
| • | Late hypogene mineralization overprinting the primary hypogene in narrow and discontinuous lenses along faults, characterized by tennantite-enargite ± tetrahedrite and traces of bornite and<br> chalcocite; |
| --- | --- |
| • | Supergene native copper and lesser chalcocite formed by oxidation of the primary sulfides within upper portion of the deposit and along fault zones to about 500 m below the historic Afton<br> open pit. |
| --- | --- |
Copper–gold mineralization typically occurs as east–west subvertical tabular zones of disseminations, stringers, and fracture-filling sulfides within volcanic rocks of the Nicola Group and Pothook diorite. Host rocks have been altered and mineralized by multiple phases of monzodiorite and monzonite intrusions believed to be of Cherry Creek affinity. The monzonite intrusions are spatially associated with mineralization, although are not generally mineralized themselves whereas the monzodiorite dykes are often well mineralized.
| Date: December 31, 2025 | Page 6-3 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Figure 6‑2: | Local Geology Map |
| --- | --- |

Note: Figure modified by Coeur, 2026.
| Date: December 31, 2025 | Page 6-4 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| Figure 6‑3: | Stratigraphic Column, New Afton Deposit Area |
| --- | --- |

Note: Figure modified by Coeur, 2026.
| Date: December 31, 2025 | Page 6-5 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | ||
|---|---|---|
| Table 6‑1: | Stratigraphic Table | |
| --- | --- | |
| Unit | Subunit | Description |
| --- | --- | --- |
| Chilcotin<br><br> <br>Group | Miocene alkaline flood basalts and Miocene-Pleistocene basalt. | |
| Kamloops<br><br> <br>Group | Tranquille<br><br> <br>Formation;<br><br> <br>Dewdrop Flats<br><br> <br>Formation | Pale to medium grey–brown. Vary in composition from mudstone to conglomerate. Pebble conglomerates are moderately sorted, clast- or matrix-supported, with rounded to subangular clasts. Pebbles<br> consist of chert, mudstone, and interbedded volcanic and sedimentary rocks. Bedded siltstone, mudstone, and sandstone are locally interbedded with juvenile coal seams. The sedimentary rocks are likely derived from a<br> proximal volcanic protolith of Eocene age. Unconformably overlie the Nicola Group and the Iron Mask Batholith. |
| Ashcroft<br><br> <br>Formation | Post-mineral Jurassic sedimentary units, interpreted to have been deposited in deep basins of the island-arc. Unconformably overlie the Nicola Group and the Iron Mask Batholith. | |
| Latite | A late intrusive unit which crosscuts all mineralized intrusive and volcanic units. When fresh, the latite is a pale pinkish-beige though it is often altered to a pale grey or greenish-grey,<br> and sometimes colored with the distinct bright blue-green of fuchsite. The Latite unit is fine grained distinguished by the abundance of very fine needles <1mm of plagioclase, though alteration will often obscure<br> these; the unit also contains 5–10% anhedral mafic minerals up to 1 mm, which stand out against the often pale grey-green alteration. Geochemistry indicates the latite is fairly primitive and evolved in an anhydrous<br> environment which was unrelated to mineralization and earlier intrusive and volcanic units. Xenoliths of high-grade metamorphic rocks are occasionally observed which are otherwise unknown within the region. | |
| Iron Mask<br><br> <br>Batholith | Sugarloaf Diorite | Dykes and sills of the Sugarloaf Diorite are common towards and within the Pothook pit. This brown-grey diorite is fine- to medium-grained with 1–1.5 mm hornblende and plagioclase phenocrysts<br> in a fine-grained groundmass of feldspar and magnetite. Regionally, this unit has considerable textural variation and is associated with albite alteration. Primarily found south of the New Afton deposit. |
| Lamprophyre | A dark, mafic intrusive unit which is late-to-post mineralization. This unit is frequently associated with strong carbonate veining and is often altered to chlorite and seen in and around major<br> lithological contacts and faults. Petrographic analysis indicates this unit is predominantly fibrous amphibole, often altered to chlorite, with accessory magnetite and pyrite. | |
| Cherry Creek<br><br> <br>Monzonite | in contact to the west and southwest with Nicola Group volcanic rocks and to the east and southeast with the Pothook diorite. The intrusion appears to narrow down plunge to the southwest and<br> splits into several thinner dikes near surface. It is partially fault-bounded and trending east- northeast through the deposit area, bending on the east side of the property to a more southeasterly trend. The principal<br> phase of the Cherry Creek monzonite is composed of subhedral to euhedral orthoclase, plagioclase, and biotite with accessory magnetite, hornblende, apatite, titanite, and rare zircon. Textures vary from porphyritic to<br> fine-grained equigranular to trachytic. It is variably altered by K-feldspar, epidote, and magnetite ± actinolite alteration. | |
| Date: December 31, 2025 | Page 6-6 | |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | ||
|---|---|---|
| Unit | Subunit | Description |
| --- | --- | --- |
| Monzodiorite | Light to dark orange–pink and mottled brown, porphyritic to sub-trachytic, and is primarily composed of subhedral to euhedral K-feldspar, white plagioclase laths, biotite, and hornblende, often<br> with accessory leucoxene. It is strongly altered to pervasive or patchy K-feldspar and biotite, and patchy to fracture-controlled black biotite-chlorite-specularite. Interpreted to be the causative intrusive phase of<br> high-grade bornite mineralization. | |
| Pothook diorite | Grey–green, fine- to medium-grained, with crystal texture ranging from equigranular “salt and pepper” to seriate. It is primarily composed of subhedral to euhedral plagioclase, biotite, and<br> pyroxene. Poikilitic biotite is diagnostic, although challenging to recognize when the diorite is moderately to strongly altered. | |
| Nicola Group | Picrite unit | the picrite unit dips steeply to the north and is typically well foliated and with sheared contacts. It is dark blue-green to black, strongly magnetic and is composed of fine- to<br> coarse-grained, subhedral to euhedral altered olivine crystals within moderate to strong chlorite-talc- tremolite-magnetite hornfels, with local porphyroblastic olivine ± scapolite and local zeolite-filled vesicles.<br> Orthocumulate, autoclastic breccia, and peperite-like textures are common. |
| Non-fragmental<br><br> <br>rocks | Non-fragmental and mostly coherent crystal tuffs and andesite flows are dominated by very fine- and fine- to medium-grained subhedral to anhedral, broken and/or embayed phenocrysts of<br> plagioclase ± pyroxene ± hornblende. They typically contain less than five percent by volume of coarse ash to lapilli lithic fragments within a variably altered fine-grained matrix. | |
| Fragmental<br><br> <br>volcanic breccias | Fragmental volcanic breccias comprise poorly sorted, variably colored, massive to phyric, angular to sub-rounded, lapilli- to block-sized clasts hosted in a dark chloritic volcanic matrix.<br> Breccias are monomictic to polymictic and contain clasts of porphyritic diorite, andesite, basalt, picrite, and aphyric volcanic rock, all enclosed within a coarse-grained crystal-rich matrix. | |
| Nicola Group volcanic rocks dip moderately to steeply to the north; facies comprise polylithic and monolithic breccias, crystalline tuffs, and andesitic to basaltic flows. The unit can be<br> subdivided into a fragmental and a non-fragmental subtype. | ||
| Date: December 31, 2025 | Page 6-7 | |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 6.4 | Property Geology |
| --- | --- |
| 6.4.1 | Deposit Dimensions |
| --- | --- |
The Main Zone of the New Afton deposit occurs as a tabular, nearly vertical, southwest-plunging body measuring at least 1.4 km along strike by approximately 100 m wide, with a down-plunge extent of over 1.5 km. The deposit remains open to the west, to the east, and at depth.
| 6.4.2 | Lithological Units |
|---|
The New Afton deposit is located at the northwest end of the southern pluton of the Iron Mask batholith; it straddles the contact between the Pothook diorite and volcanic rocks of the Nicola Group (Figure 6‑4 and Figure 6‑5) The deposit is bounded to the south by a picrite unit, which is itself intruded by dikes of the Sugarloaf diorite.
Host rocks have been altered and mineralized by multiple phases of monzodiorite and monzonite intrusions believed to be of Cherry Creek affinity. The monzodiorite and monzonite intrusions are spatially associated with mineralization, although the monzonite is not generally mineralized themselves. The monzodiorite dykes are often well mineralized.
| 6.4.3 | Structure |
|---|
The New Afton mine area is crosscut by a series of arc-related regional-scale brittle–ductile shear zones of various orientations including northwest-, east-, and northeast-trending. The shear zones are commonly developed along the margins of intrusive bodies, and are interpreted to control the emplacement of the Iron Mask Batholith and related hydrothermal alteration and mineralization. They host copper sulfide disseminations, fracture filling, and stringer veinlets along volcanic and intrusive contacts.
Later episodes of post-mineral extension reactivated these structures, leading to dextral brittle faulting along pre-existing northeast-trending shear zones and to normal movement along pre-existing northwest-trending shear zones.
Narrow secondary structures were mineralized by an overprint of hypogene tennantite-tetrahedrite mineralization. The faulting and associated fracturing also provided conduits for meteoric waters, which gave rise to weathering and produced the supergene alteration of the primary sulfide mineralization.
| 6.4.4 | Alteration |
|---|
The alteration paragenesis consists of a complex sequence of potassic to calc-potassic and propylitic alteration, in turn overprinted by fault-controlled phyllic assemblages, followed by localized argillic alteration.
| Date: December 31, 2025 | Page 6-8 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| Figure 6‑4: | Geology Map, New Afton Deposit |
| --- | --- |

| Date: December 31, 2025 | Page 6-9 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| Figure 6‑5: | Mineralized Zones Relative to Lithological Units |
| --- | --- |

Note: Top: Horizontal section at 4390 m elevation mine grid. Left: longitudinal section looking north. Right: cross-section looking west, at 3350 mE, mine grid.
| Date: December 31, 2025 | Page 6-10 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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Copper–gold mineralization is directly related to biotite-dominant potassic/calc–potassic alteration in the central core of the system. Alteration assemblages are categorized and modelled into six principal alteration domains, as summarized in Table 6‑2
| 6.4.5 | Mineralization |
|---|
New Afton mineralized zones can be broadly categorized into three main areas: the Main Zone, Hanging wall (HW) zones, and Eastern zones (Table 6‑3 and refer to locations shown on Figure 6‑5).
The Main Zone is a southwest-plunging tabular zone located on the western edge of the Pothook diorite; the zone extends for over 550 m along strike and over 1.5 km down-plunge. It begins on surface as the Afton Pit and continues underground subdivided into Lift 1 East, Lift 1 West, B3, C-Zone, and D-Zone mining zones. The C-Zone mining zone of the Main Zone is the only zone currently being mined.
The HW zones are smaller satellite zones located along the southern margin of the Pothook diorite. They are roughly tabular and extend 325 m along strike and 800 m at depth.
The Eastern zones include East Extension, Upper K-Zone, and K-Zone Footwall, all located along the northern margin of the Pothook diorite. The East Extension is a tabular, southwest-plunging zone, that extends approximately 300 m along strike and 300 m at depth. Upper K-Zone has a similar style of mineralization as East Extension and connects with the K-Zone Footwall at depth which is currently being explored, and its absolute dimensions are not known. Its geometry follows a flower structure pattern where higher-grade lenses of hypogene mineralization are associated with focused sub-vertical fluid upflow pathways along structures and contrasting rheological boundaries. Currently K-Zone extends for over 650 m along strike, is greater than 250 m wide and over 900 m at depth.
The mineralized zones are grouped into three broad mineralization styles: hypogene, secondary hypogene (or mesogene), and supergene (Figure 6‑6).
Hypogene refers to primary sulfide mineralization which is characterized by the presence of chalcopyrite and bornite. Hypogene mineralization is defined for core logging purposes as containing >1% chalcopyrite or >0.5% bornite and is mainly associated with biotite alteration. Throughout the New Afton footprint, hypogene mineralization is subdivided in three distinctive styles:
| • | Chalcopyrite-dominant mineralization hosted in Nicola Group volcanic rocks along the margins of the monzonite stocks (Main Zone and HW zones); |
|---|---|
| • | Bornite-dominant mineralization hosted in monzodiorite dikes, diorite, and volcanic rocks, located along the margins of the Pothook diorite. Monzodiorite is interpreted as causative intrusion<br> phase for this style of mineralization (East Extension and Upper K-Zone); |
| --- | --- |
| • | Chalcopyrite-dominant mineralization hosted in Nicola volcanic rocks without identification of a neighboring causative intrusion (K-Zone Footwall). |
| --- | --- |
| Date: December 31, 2025 | Page 6-11 |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Table 6‑2: | Alteration Types |
| --- | --- |
| Alteration<br><br> <br>Type | Description |
| --- | --- |
| Argillic | This alteration is characterized by narrow, discontinuous, buff-colored lenses of kaolinite, dolomite, and sericite that occur along faults that cut the ore body. Secondary hypogene<br> mineralization is associated with this post-mineral style of alteration. |
| Phyllic | The phyllic alteration assemblage consists of dominantly patchy to pervasive sericite ± dolomite ± ankerite ± anhydrite ± albite, pyrite, tourmaline, and quartz. Phyllic alteration overprints<br> earlier potassic and propylitic alteration at the periphery of the mineralized zones and flares outward and upward. At K-Zone Footwall significant densities of quartz, anhydrite, and<br> carbonate veins infilling faults, breccias, and fractures constitute wide alteration envelopes surrounding major faults cross-cut earlier potassic alteration throughout the mineralized zone.<br> Sericite-albite-quartz-pyrite also locally overprint potassic alteration locally destroying mineralization throughout the K-Zone Footwall area. |
| Propylitic | This alteration is characterized by pervasive and selective chlorite; patchy, selective to fracture- controlled epidote ± calcite replacing mafic crystals; and pyrite and magnetite throughout.<br> It is common in fragmental and crystalline Nicola Group volcanic rocks where epidote selectively replaces fragments and crystals. Propylitic alteration forms the outer periphery of the potassic domain. The outer limit of<br> this alteration is unknown. |
| K-feldspar-<br><br> <br>dominant<br><br> <br>potassic | K-feldspar alteration occurs mainly in vein selvages as pervasive and texture- destructive alteration containing accessory biotite ± magnetite. It is hosted in all rock types except picrite and<br> late dykes. Commonly seen along selvages of specularite ± epidote veins, potassium feldspar alteration intensity increases with proximity to the monzonite contacts and is strongest within the monzonite. Weakly anomalous<br> copper grades are common but not always present within the K-feldspar alteration envelope. Bornite and elevated copper grades occur within patchy K-feldspar-altered Nicola Group volcanic rocks throughout the mineralized<br> zones. |
| Biotite-<br><br> <br>dominant<br><br> <br>potassic | Biotite textures range from selective mafic mineral replacement to pervasive and texturally destructive. Biotite alteration contains accessory K-feldspar ± magnetite, and can be hosted in all<br> rock types except for post mineral dykes. It is most commonly hosted within Nicola volcanic rocks, diorite and monzodiorite units and is intimately associated with hypogene mineralization. Biotite alteration is present<br> in the monzonite but is strongest immediately adjacent to its contacts. Biotite is variably overprinted by chlorite or propylitic alteration. |
| Calcic | The calcic alteration assemblage is characterized by early magnetite veins with epidote, and typically occurs within the Pothook diorite and Cherry Creek monzonite phases. Accessory minerals<br> include apatite, actinolite, and traces of pyrite and chalcopyrite. |
| Date: December 31, 2025 | Page 6-12 |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |||||
|---|---|---|---|---|---|
| Table 6‑3: | Mineralized Zone Characteristics | ||||
| --- | --- | ||||
| Resource<br><br> <br>Areas | Zone | Dominant Host<br><br> <br>Lithology | Causative<br><br> <br>Intrusion | Dominant<br><br> <br>Alteration | Dominant<br><br> <br>Mineralization |
| --- | --- | --- | --- | --- | --- |
| Main Zone | Lift 1 East | Diorite | Cherry Creek Monzonite | Oxidized, calc, potassic | Supergene |
| Lift 1 West | Nicola Group volcanic rocks | Cherry Creek Monzonite | Potassic | Chalcopyrite–hypogene | |
| B3 | Nicola Group volcanic rocks | Cherry Creek Monzonite | Potassic | Chalcopyrite–hypogene | |
| C-Zone | Nicola Group volcanic rocks | Cherry Creek Monzonite | Potassic | Chalcopyrite–hypogene | |
| D-Zone | Nicola Group volcanic rocks | Cherry Creek Monzonite | Potassic | Chalcopyrite–hypogene | |
| Hanging wall<br><br> <br>Zones | HW 1 | Nicola Group volcanic rocks | Cherry Creek Monzonite | Calc–potassic | Chalcopyrite–hypogene |
| HW 2 | Nicola Group volcanic rocks | Cherry Creek Monzonite | Calc–potassic | Chalcopyrite–hypogene | |
| Eastern Zones | East<br><br> <br>Extension | Diorite | Monzodiorite | Potassic | Bornite–hypogene |
| Upper K-<br><br> <br>Zone | Diorite and monzodiorite | Monzodiorite | Potassic | Bornite–hypogene | |
| K-Zone<br><br> <br>Footwall | Nicola Group volcanic rocks | Unknown | Potassic and Calc-potassic | Chalcopyrite-hypogene | |
| Date: December 31, 2025 | Page 6-13 | ||||
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Figure 6‑6: | Mineralization Domains within the New Afton Geological Model |
| --- | --- |

| Date: December 31, 2025 | Page 6-14 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
|---|
Secondary hypogene mineralization is narrow, discontinuous, and commonly restricted to brittle faults. It is formed as a later overprint of tennantite–enargite + tetrahedrite, with bornite and chalcocite rimming primary sulfide mineralization.
Supergene mineralization consists of native copper and chalcocite that formed through oxidation of primary sulfides within the uppermost portions of the deposit that were exposed to weathering and erosion. It is defined for core logging purposes as containing 0.5% or more native copper, or, in the absence of native copper, intervals of strong oxidation (hematite and clay) with a threshold assay of 0.2% Cu. The supergene domain is roughly conical in shape and centered below the historical Afton pit.
| Date: December 31, 2025 | Page 6-15 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 7.0 | EXPLORATION |
| --- | --- |
| 7.1 | Exploration |
| --- | --- |
| 7.1.1 | Grids and Surveys |
| --- | --- |
Mine coordinates use a local mine grid coordinate system, in which mine grid north is rotated 50º west of UTM north (NAD83 Zone 10) and mine grid elevation (denoted by the abbreviation “MG”) adds 5000 m to the surface elevation in UTM.
| 7.1.2 | Geological Mapping |
|---|
Mapping of the open pit and available outcrops surrounding the pit was conducted from 2000 onwards at various scales on the order of 1:1,000 in areas of interest to broad regional mapping at a 1:10,000 scale. Mapping data was used to update the geological model and the district geology maps shown in Figure 7‑1 and Figure 7‑2.
Surface mapping and re-logging of core were conducted from 2012–2013 in support of the new geological model developed for the mineral resource estimate.
Detailed surface mapping in 2016 was also conducted to help inform updates to the geological model.
| 7.1.3 | Geochemistry |
|---|
Early-stage geochemical sampling data were superseded by drill data.
Current geochemical programs primarily relate to age dating:
In 2014 geochronology samples were submitted to Dr. Yakov Kaputsta of Actlabs in Ancaster, ON, for potassium–argon (K–Ar) dating of sericite from various lithological units affected by post-mineral faulting. Results returned values suggesting that hydrothermal fluid flow along post- mineral faults was much younger than the precipitation of porphyry-related mineralization.
In 2023, four samples were chosen for uranium–lead (U–Pb) geochronology analysis to discern absolute ages of pre-, syn-, and post-mineral intrusive rocks in East Extension and K-Zone. The samples were taken by the British Columbia Geological Survey whereby insufficient zircons were recovered making age dating not possible.
| 7.1.4 | Geophysics |
|---|
Airborne and ground-based geophysical surveys commenced in 2000. The details of these surveys are listed in Table 7‑1, and survey boundary locations are shown in Figure 7‑1.
| Date: December 31, 2025 | Page 7-1 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | ||||
|---|---|---|---|---|
| Table 7‑1: | Geophysical Surveys | |||
| --- | --- | |||
| Year | Company | Type | Line- km | Comments |
| --- | --- | --- | --- | --- |
| 2003 | Peter Walcott & Associates Ltd. | Induced polarization | 18 (ground) | Measurements made along one long southeasterly traverse over New Afton and two northwesterly traverses over Pothook |
| 2005 | Fugro Airborne Surveys Corp. | DIGHEM | 1,323 (airborne) | Northwest–southeast direction extending from Copper King through New Afton and towards Ajax |
| 2008 | Quantec Geoscience Ltd. | Magnetotelluric<br><br> <br>direct current resistivity and induced polarization | 34.5 (airborne) | Oriented northwest over New Afton and extending into northlands (9 lines) |
| 2011 | Fugro Airborne Surveys Corp. | DIGHEM, magnetometer, and radiometric surveys | 1,905 (airborne) | Flown over large northwest–southeast-oriented area including across Kamloops Lake, Copper King, Afton. Overlaps somewhat with 2005 survey |
| 2016 | Peter Walcott & Associates Ltd. | Magnetic and gravity | 50.5 (ground)<br><br> <br>22.5 (airborne) | Ground magnetics and gravity over Pothook and Williams Creek area |
| SJ Geophysics | Volterra 3d induced polarization and borehole IP | 22.5 (ground) | Three grids south and east of New Afton pit. Borehole induced polarization survey at 124 m depth in Pothook drill hole | |
| 2019 | Dias Geophysics | Induced polarization | 108.1 (ground) | Completed on west of New Afton mine at Cherry Creek |
| SJ Geophysics | Induced polarization and electromagnetics | N/A | Completed on 977 m of a single borehole located underground with a surface electromagnetic loop located on the historical Afton TSF | |
| 2021 | Simcoe Geoscience | Induced polarization | 6.7 (ground) | Three lines across Cherry Creek, Northlands, and New Afton |
| Date: December 31, 2025 | Page 7-2 | |||
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | ||||
|---|---|---|---|---|
| Year | Company | Type | Line- km | Comments |
| --- | --- | --- | --- | --- |
| SJ Geophysics | Induced polarization | 36.7 (ground) | Completed at Golden Corral. About 12 km southwest of New Afton mine | |
| 2023 | SJ Geophysics | Induced polarization and electromagnetics | N/A | Downhole Volterra borehole electromagnetic and induced polarization survey was completed on a 1,250 m drill hole |
| Date: December 31, 2025 | Page 7-3 | |||
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Figure 7‑1: | Map of Geophysical Surveys |
| --- | --- |

| Date: December 31, 2025 | Page 7-4 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 7.1.5 | Exploration Drifts |
| --- | --- |
Starting in November 2004, an exploration decline was developed from the south wall of the Afton open pit to provide access for underground bulk sampling and infill drilling, and for further exploration drilling needed determine the full extent of the mineralization. Since that time, several other exploration drifts have been developed to provide access for core drilling.
In 2022, an 85 m exploration drift was developed from the B3 level infrastructure (at mine grid elevation 4,800 m) and was used for Eastern Extension diamond drilling.
Early in 2024, a 407 m exploration drift was developed from the 5,000 m mine grid elevation to facilitate exploration drilling of the K-Zone and HW Zone. An additional 579 m exploration drift extending east from C-Zone development (4500m elevation; mine grid) began in November of 2024 and finished in May 2025, which was developed to facilitate diamond drilling east and at depth for K-Zone.
| 7.1.6 | Other Studies |
|---|
A number of petrographic and other studies were completed, as summarized in Table 7‑2.
| 7.1.7 | Qualified Person’s Interpretation of the Exploration Information |
|---|
The New Afton Operations area has been the subject of exploration and development activities since the mid-1970s, and a considerable information database developed as a result of both exploration and mining activities. Procedures are consistent with industry-standard practices at the time the work was performed.
| 7.1.8 | Exploration Potential |
|---|
There is strong exploration potential down dip and down plunge of the known mineralization as well as along lithological contacts between the Nicola Group volcanic rocks and intrusive phases of the Iron Mask Batholith (Pothook diorite and Cherry Creek monzonite).
Several of the targets proximal and laterally adjacent to the Main Zone mineralization (East Extension, K-Zone, etc.) are strongly structurally controlled by syn-mineral faults that are likely long-lived and have been reactivated with post-mineral fault displacement.
More work is needed to unravel the structural architecture of the near-mine geological environment and post-mineral structural framework, to quantify the amount of vertical and horizontal displacement, and to follow up on mineralization offset and displacement by post-mineral faults.
| Date: December 31, 2025 | Page 7-5 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | ||
|---|---|---|
| Table 7‑2: | Petrographic and Other Studies Completed | |
| --- | --- | |
| Year | Consultant | Note |
| --- | --- | --- |
| 2006 | Vancouver<br><br> <br>Petrographics<br><br> <br>Limited | 70 sample petrographic study on samples representing various mineralization and alteration styles from the 2005 core drilling program. |
| 2013 | Vancouver<br><br> <br>Petrographics<br><br> <br>Limited | 34 sample petrographic study in May; 22 sample petrographic study in December. Samples were collected from the 2012 drilling program; the majority showed strong K-feldspar alteration. |
| Unknown | A 51 sample feldspar staining study was carried out during the 2013 drilling campaign. Samples selected for the study were stained by sodium cobalt nitrate and amaranth to determine if<br> the samples had been altered by secondary potassium feldspar. Some samples were also submitted during the 2014 drilling program. The majority showed strong K-feldspar alteration. | |
| 2016–<br><br> <br>2019 | Actlabs | Sulphur-isotope analysis on 112 hand-picked samples with sulfide-bearing minerals. Values for δ^34^S ranged from -26.3–33.3 per mil (isotopic unit of measurement) and<br> demonstrated a general zonation from depleted values proximal to mineralization to higher values with increasing distance from known mineralization |
| 2020 | Minerva Driver | Artificial intelligence study completed to gain a better understanding of the New Afton deposit and to provide vectors for further underground exploration. This model, in combination<br> with a geochemical principal component analysis, was used to identify three broad target zones for additional investigation: the West Zone, the SE Zone, and the North Zone. |
| 2023 | Vancouver<br><br> <br>Petrographics<br><br> <br>Limited | 22 sample petrographic study on samples collected from 2022–2023 core drilling at East Extension representing various lithological units, mineralization, and alteration styles |
| 2024 | Actlabs | 24 samples of disseminated pyrite and anhydrite from underground drill core were collected within the haloes of phyllic-altered domains around porphyry copper–gold mineralization and<br> processed and analyzed for sulphur isotopes. Twenty-four handpicked sulfide and sulphate samples returned δ^34^S values consistent with other studies, showing a depletion towards mineralization. This<br> feature is being used as an exploration vector |
| 2025 | Vancouver<br><br> <br>Petrographics<br><br> <br>Limited | 15 sample petrography study on samples derived from mainly higher levels of the deposit, where the study was conducted to differentiate moderately-strongly altered intrusive phases of<br> monzonite-diorite. |
| Date: December 31, 2025 | Page 7-6 | |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 7.2 | Drilling |
| --- | --- |
| 7.2.1 | Overview |
| --- | --- |
A total of 1,712 core, reverse circulation, piezo cone penetration, vertical seismic profiling, Odex, and sonic drill holes (601,145.21 m) have been completed in the Project area from 2000–2025. No drilling was conducted in 2004. Drilling includes drill holes completed for geotechnical, hydrogeological, metallurgical and exploration purposes. Drill holes are both surface and underground. A summary of this drilling is included in Table 7‑3 and includes all drilling completed on the Project with exception of service holes drilled for infrastructure. A drill collar location map for the Project area is included in Figure 7‑2.
Core drilling that supports mineral resource estimation is summarized in Table 7‑4. A collar location map and a cross section of drilling used for resource estimation can be found in Figure 7‑3 and Figure 7‑4, respectively.
Drilling has occurred on the Project prior to 2000 but is considered historic where records are incomplete and are not reported on, and are not used in the resource estimate. Only diamond drill holes are used for the purposes of mineral resource estimation. Distal exploration drill holes and geotechnical drill holes are also not used in estimation.
| 7.2.2 | Drill Methods |
|---|
Where known, drill contractors included Atlas Drilling Company (Atlas) based in Kamloops, Boisvenu Drilling Ltd. (Boisvenu) in Vancouver; Western Exploration Drilling Ltd. (Western) in Kamloops; FORACO Drilling Ltd. (FORACO) in Kamloops; and Connors Drilling Ltd. (Connors) in Kamloops.
Core sizes included PQ (85.0 mm), HQ (63.5 mm core diameter) NQ2 (50.6 mm), NA (47.63 mm), and BQ (36.4 mm).
Geotechnical and hydrogeological core, RC, piezo cone penetration, vertical seismic profiling, Odex, and sonic drilling were completed by Geotech Drilling Services Ltd. (Geotech) and Foraco Drilling Ltd.
| 7.2.3 | Logging |
|---|
Core boxes are transported to the logging building, laid out on racks, and washed with water to remove drilling mud. The core is pieced together to consolidate it, and footage markers are converted to meters. Core lengths are measured forward and backward from each block to check for missing intervals. Boxes are then marked with hole ID, box number, and “from” and “to” depths. The wet core is photographed while on the logging benches, with the boxes arranged in groups of four per image. Sample intervals are marked on the core using colored pencils, with sample tags stapled in the box alongside.
Core was logged into laptop computers using Maxwell Geoservices LogChief software until 2023. Subsequently, core logging information was recorded into Seequents’ MX Deposit software.
| Date: December 31, 2025 | Page 7-7 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | ||||
|---|---|---|---|---|
| Table 7‑3: | Property Drill Summary Table | |||
| --- | --- | |||
| Year/Program | Collar Location | Drill Type | No. Holes | Meters |
| --- | --- | --- | --- | --- |
| 2000–2003 | Surface | DDH | 107 | 53,813.57 |
| 2005–2006 | Surface | DDH | 49 | 25,778.39 |
| ODEX | 24 | 680.55 | ||
| Underground | DDH | 105 | 43,969.76 | |
| 2007–2008 | Surface | DDH | 46 | 24,655.76 |
| Underground | DDH | 23 | 4,981.65 | |
| 2009–2011 | Surface | DDH | 28 | 10,394.17 |
| Underground | DDH | 58 | 8,677.24 | |
| 2012–2014 | Surface | DDH | 41 | 11,081.56 |
| RC | 50 | 3,134.93 | ||
| SONIC | 23 | 840.45 | ||
| PCPT | 18 | 694.10 | ||
| Underground | DDH | 187 | 98,630.80 | |
| 2015–2018 | Surface | DDH | 51 | 17,523.65 |
| RC | 50 | 4,607.22 | ||
| SONIC | 10 | 302.74 | ||
| PCPT | 1 | 59.85 | ||
| VSP | 50 | 1,000.00 | ||
| Underground | DDH | 56 | 26,368.87 | |
| 2019–2022 | Surface | DDH | 91 | 40,242.89 |
| RC | 47 | 2,875.19 | ||
| SONIC | 36 | 1,766.25 | ||
| ODEX | 3 | 60.96 | ||
| PCPT | 3 | 116.26 | ||
| Underground | DDH | 270 | 86,934.00 | |
| 2023–2025 | Surface | DDH | 49 | 22,162.65 |
| Underground | DDH | 236 | 109,791.75 | |
| Totals | 1,712 | 601,145.21 |
Note: DDH = diamond drill hole; RC = reverse circulation ; SONIC = sonic drilling , PCPT = piezo cone penetration testing ; VSP = vertical seismic profiling; ODEX = Odex drilling method
| Date: December 31, 2025 | Page 7-8 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Figure 7‑2: | Drill Collar Location Plan, Project Area |
| --- | --- |

| Date: December 31, 2025 | Page 7-9 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | ||||
|---|---|---|---|---|
| Table 7‑4: | Drilling Used for Mineral Resource Estimation | |||
| --- | --- | |||
| Year/Program | Collar Location | Drill Type | No. Holes | Meters |
| --- | --- | --- | --- | --- |
| 2000–2003 | Surface | DDH | 93 | 47,066.38 |
| 2005–2006 | Surface | DDH | 14 | 11,160.51 |
| Underground | DDH | 105 | 44,017.00 | |
| 2007–2008 | Surface | DDH | 43 | 23,081.46 |
| Underground | DDH | 23 | 4,981.65 | |
| 2009–2011 | Surface | DDH | 23 | 7,746.13 |
| Underground | DDH | 52 | 8,424.18 | |
| 2012–2014 | Surface | DDH | 41 | 11,081.56 |
| Underground | DDH | 183 | 98,469.20 | |
| 2015–2018 | Surface | DDH | 8 | 3,491.34 |
| Underground | DDH | 51 | 24,818.85 | |
| 2019–2022 | Surface | DDH | 8 | 3,043.43 |
| Underground | DDH | 272 | 86,803.85 | |
| 2023–2025 | Surface | DDH | 19 | 11,062.05 |
| Underground | DDH | 230 | 106,284.20 | |
| Totals | 1,165 | 491,531.79 | ||
| Date: December 31, 2025 | Page 7-10 | |||
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Figure 7‑3: | Collar Locations of Drilling used for Mineral Resource Estimation |
| --- | --- |

| Date: December 31, 2025 | Page 7-11 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Figure 7‑4: | Example Drill Section, Drilling Used In Mineral Resource Estimates |
| --- | --- |

| Date: December 31, 2025 | Page 7-12 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
|---|
Core is geologically logged for lithology, texture, alteration, and mineralogy along with structural parameters using pre-set logging templates. Geotechnical logging includes magnetic susceptibility, specific gravity, rock quality designation (RQD), recovery, total number of joints, rock strength, joint filling, joint set angle, joint alteration, number of joint sets, joint aperture (gap separation), and joint roughness. For oriented core, a Boart Longyear TruCore and Axis orientation system have been used, and the core is assembled in a tray and aligned with the orientation marks. Structural orientation measurements are collected.
Magnetic susceptibility is read directly into MX Deposit via a hand-held sensor. Five measurements are taken every 30–50 cm along the core between the wooden depth markers. These values are then averaged for the block-to-block interval.
Once in every 50 m of core, a representative core specimen is taken for point load testing. The tests are conducted using a hand-operated PIL-7 point load tester. Pieces of broken core are collected after the test and returned to the core box.
Hyperspectral analysis of drill core began in 2019, using a Spectral Evolution OreXpress portable spectrometer that operates in the wavelength ranges of 350–2,500 nm. A white reflectance plate designed to be used as reference material is scanned every 10 samples, and at the beginning of the sample run. A hyperspectral sample is generally collected for every sample sent for assay (every 2 m); a total of 64,498 samples have been collected to date.
| 7.2.4 | Recovery |
|---|
Drill holes used in the resource contained a total of 15,730 runs of core with a recovery of 98.5%.
| 7.2.5 | Collar Surveys |
|---|
Before 2019, drill hole collar locations were surveyed by the mine survey team prior to drilling and re-surveyed by collecting the easting, northing, elevation, azimuth, and dip after drill hole completion. Since 2019, the orientation of the drill head is measured using a north-seeking rig alignment system such as an Imdex DeviAligner or a Reflex TN14 gyrocompass operated by the drill operator. After the rig is aligned the mine surveyor will survey for the easting, northing, and elevation, and azimuth and dip to confirm the rig alignment tool.
| 7.2.6 | Down Hole Surveys |
|---|
Downhole dip and azimuth data were also measured for core drill holes by the drill contractor using a DeviGyro Overshot Xpress (OX) downhole tool.
| 7.2.7 | Drilling Since Database Close-out Date |
|---|
Drilling was ongoing at the Report date, with five underground diamond drill holes totaling 1,1578 m completed since the database closeout date of January 8, 2026. The closing of the database was after the calendar year cut-off to allow all assay results from specific K-Zone exploration holes to be finalized. The post-close-out drilling was completed outside of the 2025 mineral resource constraining shapes and will have no impact on the grade or volume of the reported mineral resources.
| Date: December 31, 2025 | Page 7-13 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 7.2.8 | Comment on Material Results and Interpretation |
| --- | --- |
Drill holes are designed to intersect mineralization as perpendicular as possible. Since drilling is limited to underground drill bays a wide range of intercept angles are required to test the mineralization domains (intercept angles with mineralization range from 15–90º). Drill holes at low angles (below than 30º intersection with mineralization) were included in the mineral resource estimation process but had to be supported by additional drilling closer to perpendicular angle (or at least supported by crossing holes) to support the 3D interpretation, block modelling and final resource classification. Otherwise, classification was locally adjusted to reflect lower confidence.
Mineralized zones in the New Afton Operations are generally sub-vertical and can be adequately drilled with angled drill holes. A sufficient number of steep, shallow, and angled drill holes have been completed to test for vertical and horizontal controls on the mineralization.
Drilling and surveying were conducted in accordance with industry standard practices at the time, and provide suitable coverage of the mineralization. The collar and downhole survey methods used provide reliable sample locations. Logging procedures provide consistency in descriptions.
These data are considered to be suitable for mineral resource and mineral reserve estimation. There are no drilling factors known to the QP that could materially impact the accuracy and reliability of the results.
| 7.3 | Hydrogeology |
|---|---|
| 7.3.1 | Sampling Methods and Laboratory Determinations |
| --- | --- |
Prior to the start of mining operations, baseline groundwater quality measurements were derived from 11 groundwater samples collected in April 2006 and June 2006. Results indicated naturally elevated concentrations of sulphate, sodium, iron, arsenic, selenium, lead, molybdenum, and zinc which exceeded thresholds in the BC Approved Water Quality Guidelines for the Protection of Freshwater Aquatic Life. For most of the groundwater samples, pH values were consistently alkaline, indicating neutrality of groundwater near the mine site. This can be attributed to interactions between groundwater and the sedimentary rocks/overburden, or to high carbonate content of volcanic rocks, which has the effect of developing alkaline groundwater.
| 7.3.2 | Comment on Results |
|---|
The requirements for groundwater and surface water are well understood, and the monitoring program is sufficient to support the LOM plan.
| Date: December 31, 2025 | Page 7-14 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 7.3.3 | Surface Water |
| --- | --- |
The operations do not discharge operational contact water (effluent) from the active operations. Surface water runoff and groundwater seepage from the New Afton TSF, the Pothook TSF, and the concentrator building are captured in water management ponds, containment ponds, or the Afton Pit TSF capture zone via natural flow paths or engineered works designed to capture and transport water to these facilities.
Some off-site flow from the historical Afton operation areas includes seasonal surface water flow from East Slough to the northeast, seepage water from the northwestern portion of the historical Afton TSF to the Northwest Water Management Pond, and seasonal runoff from the historical northwest waste rock pile.
Surface water quality monitoring is conducted within and proximal to the mining operations as required by Permit 100224 and Permit M-229; it is summarized in Coeur’s annual reports to The BC Ministry of Environment and Parks and in the Annual Reclamation Report to the BC Ministry of Mining and Critical Minerals.
In accordance with surface water monitoring procedures, water samples are analyzed for general chemical parameters, anions, nutrients, and total and dissolved metals. ALS Environmental Services, a laboratory accredited by the Canadian Association for Laboratory Accreditation Inc., are contracted for all analytical work. Field blanks and duplicate samples are collected as part of the QA/QC program.
As there are no permit limits identified for water quality, surface water quality results are compared against the BC Approved Water Quality Guidelines for the Protection of Freshwater Aquatic Life as a point of reference. If an approved guideline is not available, the BC Working Water Quality Guidelines or Contaminated Sites Schedule 3.2 Generic Numerical Standards are used as a reference, where applicable.
Regional surface water quality is classified as basic circumneutral, beyond very hard, and high in sulphate. Generally, water quality on site and in the receiving environment reflects the regional water quality conditions. Some samples have yielded sulphate and selenium values exceeding thresholds set in the BC Approved Water Quality Guidelines for the Protection of Freshwater Aquatic Life.
| 7.3.4 | Groundwater |
|---|
The Afton open pit is identified as a groundwater sink, with groundwater flow vectors converging on the pit. The entire mine infrastructure is within this capture zone, with the exception of the western half of the inactive historical Afton TSF and the northwest waste rock storage location. The natural direction of groundwater flow at site is to the northwest.
Groundwater monitoring wells have been installed in overburden and bedrock horizons within the mine site at various periods prior to and during Coeur’s operations. Currently, groundwater quality monitoring is conducted as required by Permit 100224 and is summarized in annual reports to the BC Ministry of Environment and Parks.
| Date: December 31, 2025 | Page 7-15 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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Groundwater samples are collected as grab samples and then submitted to ALS Environmental Services for analysis. The Groundwater Management Plan includes 40 stations which are sampled quarterly or annually.
Regionally, groundwater is characterized as basic to circumneutral, beyond very hard, and high in sulphate. Groundwater water levels are generally stable with some decreasing water table elevations. There is no indication of mine-related influence on residential wells as measured at the Cherry Creek Estates treatment plant. Groundwater concentrations are compared to values presented in the Contaminated Sites Regulation; during sampling in 2023 values greater than regulated thresholds were identified in 34 wells as follows: sulphate (20 samples), molybdenum (18), fluoride (13), manganese (10), chloride (7), uranium (7), selenium (2), arsenic (1), chromium (1), and zinc (1). No remedial or mitigation actions were needed based on these results.
The local hydrostratigraphy includes natural unconsolidated (i.e. overburden) and bedrock formations and structures, and anthropogenic units such as waste rock, fills, and mine facility engineered structures. The interpreted groundwater seepage pattern is generally radial from the north, east, and south and converges toward the Afton Pit TSF, which is a groundwater sink. Most of the groundwater flow occurs within the unconsolidated materials, with the most significant flows occurring above the bedrock contact in paleochannels which have been infilled with coarse sediments. The primary source of groundwater to deeper bedrock which hosts the underground mine is regional groundwater flow. Due to the low porosity and permeability, significant water sources have not been identified in the bedrock unit.
| 7.4 | Geotechnical |
|---|
Geotechnical properties used for underground design are collected using laboratory testing, geotechnical core logging, and face mapping of the development rounds. The rock mass quality is classified using the following scales:
| • | Rock quality designation (RQD); |
|---|---|
| • | Q’, after Barton et al. (1974); |
| --- | --- |
| • | Rock mass rating (RMR89), after Bieniawski (1989); |
| --- | --- |
| • | R Grade, after the International Society of Rock Mechanics (ISRM), using a dataset of unconfined compression strengths and point load testing. |
| --- | --- |
Typical rock mass properties are shown with Q1 (25^th^ percentile), Q3 (75^th^ percentile) and median values per mining zone in Table 7‑5 and per lithology in Table 7‑6.
Median RMR89 values within the mineralized zones range from 61–63, indicating “good” rock quality. Q’ and RMR89 values are relatively consistent across the three mining zones included in the Mineral Reserve estimate. R Grade values of 3–4 indicate intact rock strengths of 25–100 MPa.
The Ashcroft Formation sedimentary and picrite units are classified as “Poor” and “Fair” quality,
| Date: December 31, 2025 | Page 7-16 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Table 7‑5: | Geotechnical Properties By Mining Zone | |||||||||||
| --- | --- | |||||||||||
| Mining Zone | RQD<br><br> <br>(%) | Q’ | RMR89 | R Grade<br><br> <br>(intact strength<br><br> <br>estimates) | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Q1 | Q3 | Median | Q1 | Q3 | Median | Q1 | Q3 | Median | Q1 | Q3 | Median | |
| B3 Cave | 54 | 85 | 72 | 3.9 | 40.7 | 13.7 | 54 | 65 | 63 | R3 | R4 | R3 |
| C-Zone Cave | 68 | 94 | 85 | 6.2 | 27.0 | 14.0 | 58 | 69 | 63 | R3 | R4 | R3 |
| East Extension | 65 | 89 | 79 | 7.7 | 33.4 | 16.4 | 56 | 66 | 61 | R3 | R4 | R3 |
| Table 7‑6: | Geotechnical Properties By Lithology | |||||||||||
| --- | --- | |||||||||||
| Lithology | RQD<br><br> <br>(%) | Q’ | RMR89 | R Grade<br><br> <br>(intact strength<br><br> <br>estimates) | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Q1 | Q3 | Median | Q1 | Q3 | Median | Q1 | Q3 | Median | Q1 | Q3 | Median | |
| Nicola Group<br><br> <br>volcanic rocks | 61.8 | 90.8 | 83.2 | 6.3 | 24.9 | 12.6 | 57 | 71 | 65 | R3 | R4 | R3 |
| Diorite | 57.9 | 87.5 | 75.4 | 6.2 | 32.6 | 14.0 | 55 | 69 | 63 | R3 | R4 | R3 |
| Fault | 30.5 | 78.3 | 58.9 | 2.3 | 11.7 | 5.45 | 38 | 59 | 50 | R1 | R3 | R2 |
| Monzonite | 53.8 | 84.9 | 71.1 | 4.6 | 16.6 | 8.2 | 55 | 68 | 62 | R3 | R4 | R3 |
| Picrite | 55.6 | 89.2 | 76.7 | 4.8 | 23.3 | 11.25 | 48 | 68 | 59 | R2 | R3 | R3 |
| Ashcroft<br><br> <br>Formation<br><br> <br>sedimentary rocks | 15.2 | 65.1 | 45.4 | 0.05 | 5.0 | 2.0 | 21 | 51 | 40 | R1 | R3 | R2 |
respectively. They are located on the southern boundaries of the orebody, with rare occurrences of minor picrite rafts within the Nicola Group volcanic rock unit. The lithology of these units is of importance for cave growth and subsidence modelling due to their weaker rock mass properties and risk for ore dilution and changes to subsidence trends.
| 7.4.1 | Sampling Methods and Laboratory Determinations |
|---|
Laboratory rock testing including 228 unconfined compressive strength (UCS) tests were conducted on selected drill core samples to characterize the rock type intact strength properties.
In addition, point load tests provide an index for strength classification of rock material and thus provide a relative indication of intact rock strength. Point load testing is regularly conducted on drill core by the Exploration group totaling 14,035 tests. Is50 (point load index) calculated from the tests can be used to understand the spatial variability in the intact strength properties. The Is50 index may also be used to estimate the uniaxial compressive strength.
| Date: December 31, 2025 | Page 7-17 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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To support K-Zone characterization an WSP Canada was requested to perform 250 uniaxial compressive strength (with strain), 35 triaxial compression and 75 Brazilian tests with results expected Q22026.
| 7.4.2 | In Situ Rock Mass Stress |
|---|
The in-situ rock mass stresses were determined using two methods: the Hollow Inclusions Cells (HI-Cells) from the Commonwealth Scientific and Industrial Research Organization (CSIRO) and in-situ stress testing rock stress borehole testing from Sigra Pty. Ltd. The stress data are used for underground and surface numerical modelling work. Stress values, horizontal stress on the northeast–southwest axis (SH), horizontal stress on the northwest–southeast axis (Sh), and vertical stress (Sv), are modelled using the following formulas, using the mine grid and depth as the depth below surface in meters:
| • | SH = 12.8 + 0.029 × depth; |
|---|---|
| • | Sh = 7.5 + 0.017 × depth; |
| --- | --- |
| • | Sv = 0.0265 × depth. |
| --- | --- |
To support K-Zone characterization a downhole 3D stress measurement program is scheduled to be completed during 2026.
| 7.4.3 | Comment on Results |
|---|
A combination of historical and current geotechnical data, together with mining experience, is used in the operations. Face mapping and subsidence monitoring reviews also provide additional input to the rockmass and surface behavior.
This data along with the structural model has generated as a three-dimensional (3D) wireframe model containing the major structures that impact the mine. The model is updated regularly for exploration and geotechnical purposes by reviewing the structural data obtained from core logging, underground mapping, and light detection and ranging (LiDAR) scans. The structural model, along with the lithological model, is used in numerical models to refine the status of underground and surface geotechnical stability, cave growth, and subsidence.
| Date: December 31, 2025 | Page 7-18 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| 8.0 | SAMPLE PREPARATION, ANALYSES, AND SECURITY |
| --- | --- |
| 8.1 | Sampling Methods |
| --- | --- |
Core samples were collected at intervals of 2–6 m, with additional samples taken at lithology breaks, from 2000 to 2003. From 2005 to 2011, samples were collected at intervals of 2 m. Trained staff cut all core samples in half with a manual saw from 2000 to 2011.
From 2012 onwards, core samples were selected at 2 m intervals and, starting in spring 2024, at lithology breaks as well. Core cutters used an Almonte automatic core saw to split samples in half.
| 8.2 | Sample Security Methods |
|---|
Sample collection from drill point to laboratory relied upon the fact that samples were either always attended to, or stored in the locked on-site preparation facility, or stored in a secure area prior to laboratory shipment. From 2012 onwards, transport of the samples from the site to the laboratory was done on a frequent basis and in a secure manner, either delivered to the laboratory by operations staff or picked up by Activation Laboratories Limited (Actlabs) staff.
Chain-of-custody procedures consist of sample submittal forms to be sent to the laboratory with sample shipments to ensure that all samples are received by the laboratory. In 2024, a chain of custody document was implemented to track sample transfers from the New Afton site to Actlabs staff.
Drill core is stored in core racks at New Afton Exploration site. Prior to 2012, rejects were kept at the Eco Tech Laboratories Limited (Eco Tech) office in Kamloops, British Columbia, and pulps were securely stored at the field office. Since 2012 pulps and coarse rejects are returned to the New Afton mine site periodically and stored in secure storage containers and crates, respectively.
| 8.3 | Density Determinations |
|---|
Selected samples from 2005–2011 were sent to Eco Tech for bulk density measurements using the water displacement method.
Selected samples from 2012–2014 and 2019–2022 drill campaigns were sent to Actlabs in Kamloops, British Columbia for specific gravity using wet immersion followed by wax immersion. No bulk density measurements were performed between 2015–2018. Laboratory measurements were conducted on a total of 1,829 drill core samples.
Beginning in 2023, specific gravity determinations were completed in-house every 50 m using a water bath and calculated according to Archimedes’ Principle, by weighing the sample when dry and then weighing it in water.
Specimens for bulk density measurements are collected every 10 m through the mineralized zones, starting at 50 m above the start of the zone. The samples consist of intact pieces of core measuring 10–15 cm in length. Bulk density measurements were conducted on a total of 2,642 drill core samples.
| Date: December 31, 2025 | Page 8-1 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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In 2025, a randomized 2% (50 samples) of in-house measured bulk density samples collected since 2023 were selected to verify in-house measurement accuracy. The remaining half core was sent to Actlabs to measure using the RX16-W specific gravity (wax) on friable samples method.
| 8.4 | Analytical and Test Laboratories |
|---|
Eco Tech was used as the primary laboratory for the 2000–2011 drill programs. Accreditations at the time are not recorded in the database. The laboratory was and is independent of New Afton and Coeur. Umpire laboratories used from 2000–2003 included Cominco Assay Laboratories (Cominco) and Acme Analytical Laboratories (Acme), both in Vancouver. Both laboratories were and are independent of New Gold and Coeur. Accreditation(s) at the time of the 2000–2003 programs are not known.
From 2012–2025, Actlabs in Kamloops, British Columbia (Actlabs Kamloops) is the primary laboratory used for sample preparation and analysis. The Actlabs Kamloops facility has ISO/IEC 17025:2017 accreditation and is independent of New Gold and Coeur. During 2024, while a new Kamloops facility was constructed, Actlabs Kamloops was responsible for sample preparation, and analysis was performed at the Actlabs laboratory in Ancaster, Ontario (Actlabs Ancaster). The Actlabs Ancaster facility has ISO/IEC 17025:2017 accreditation and is independent of New Gold and Coeur. The umpire laboratory is SGS Canada Incorporated, in Burnaby, British Columbia (SGS Burnaby). This laboratory is independent of Coeur, and holds ISO/IEC 17025 accreditations.
| 8.5 | Sample Preparation |
|---|
The 2000–2011 drill program samples sorted, documented, dried (if necessary), roll crushed to ‑10 mesh, split into 250 g sub-samples, and pulverized to 95% -140 mesh.
From 2012 onward, samples are dried, crushed to 80% passing 2 mm, riffle split to ~1 kg and pulverized to 95% passing 105 µm.
| 8.6 | Analysis |
|---|
For the 2000–2003 drill programs, samples for copper metallics assay were split and pulverized into additional 250 g sub-samples of -10 mesh material. Gold and palladium were sub-sampled to 30 g aliquots and analyzed by conventional fire assay using atomic absorption (AA) and/or inductively coupled plasma (ICP) finish. Minimum reported detection for gold and palladium was 0.005 g/t. Copper and silver content was determined by AA using aqua regia digestion. Metallic copper (when required) included two copper assays per sample.
From 2005–2011, all samples analyzed for copper, gold, silver and palladium. If native copper was reported on the sample sheets, a metallic screen analysis was run in addition to the regular assay. Pulps for one-in-five samples over selected intervals were run using aqua regia digestion with ICP mass spectrometer finish (ICP–MS) for 29 elements in 2005, 30 elements in 2006, and 35 elements for the 2007–2009 programs. In 2010 and 2011, a 45-element ICP–MS was performed on all samples.
| Date: December 31, 2025 | Page 8-2 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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From 2012 onward, a 50 g pulp sample is analyzed for gold, platinum, and palladium by fire assay with an ICP optical emission spectroscopy (OES) finish with a lower detection limit of 2 ppb for gold and 5 ppb for platinum and palladium. When coarser gold is encountered and metallic screen is required, a representative 500 g split (from 1,000 g) is sieved at 100 mesh (149 µm). Fire assay with a gravimetric finish is performed on the entire +100 mesh and two splits on the -100-mesh fraction. The total amount of sample and the +100 mesh and -100 mesh fraction is weighed for assay reconciliation. When native copper is observed and metallic screen requested, a representative 100 g split is used following the same metallic screen preparation and analysis as described for gold. A 0.5 g sample is analyzed for 36 elements by four-acid digestion with an ICP–OES finish. If the copper assay value from 4A-ICPOES is >5,000 ppm, the sample is rerun using four-acid digestion and ore grade ICP–OES for a more accurate result. From 2012–present, mercury is analyzed by cold vapor flow injection mercury system. Mercury was removed from the 4A-ICPES analytical suite, and selenium was added, in July 2021.
| 8.7 | Quality Assurance and Quality Control |
|---|
From 2000 to 2003, one standard or certified reference material (standard) for copper, gold, silver, and palladium) and one blank were inserted into the sample stream approximately every 22–23 samples. There is no information on the sources of the blanks and standards. One in nine pulp samples were re-assayed as repeats and one in 25 reject samples were re-split and re-assayed by Eco Tech. Pulp duplicate external check samples were randomly selected and sent to Cominco and Acme.
From 2005–2011, a blank, standard, and duplicate were inserted into the sample stream every eight samples. Blanks were barren intersections of Nicola Group lithologies. Internal Eco Tech laboratory checks consisted of at least two repeats, one blank, two re-splits, and two or three reference standards, one for copper, one for silver, or one combined copper/silver and one for gold/palladium. Assay results and internal check results were reviewed and batches rerun if problems were observed.
Assay QA/QC measures from 2012 onward consisted of the insertion of standards for gold and copper and blanks into the sample stream at a rate of every 40 samples, together with duplicates of both pulp and coarse reject material every 20 samples. In spring 2024, the insertion rate was adjusted to include one of each QC sample type for every 30 samples, ensuring that a minimum of one standard is present in each batch of 35 fire assay samples. In addition, Actlabs inserts a cleaning blank every 50^th^ sample and several certified standards to verify all elements analyzed. Approximately every 50^th^ pulp is sent to SGS Burnaby for an external pulp duplicate check assay.
Standards for gold were primarily supplied by Geostats in Australia, and standards for copper were supplied by both Geostats (historically) and CDN Laboratories in British Columbia (CDN). Since 2024, as Geostats standards are depleted, they are replaced by CDN standards certified for both gold and copper. Coarse blanks are unmineralized material. Pulp preparation blanks are sourced from CDN. Both pulp and coarse blanks are added to the sample stream immediately following a high-grade core interval and at a rate of every 30 samples within larger zones.
| Date: December 31, 2025 | Page 8-3 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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Standard and blank results are plotted against the confidence limits which are defined as three standard deviations from the certified expected value. If one standard sample plots between 2–3 standard deviations, it is flagged and closely monitored moving forward. Should two standard samples plot between 2–3 standard deviations, this is considered a failure. Any values >3 standard deviations are automatic failures. Failures are checked to confirm that there was no misidentification of QA/QC sample material. Once confirmed, failures are re-assayed along with five shoulder samples on either side in the sample stream until the standard is within the error limits. Should there be more than two failures in a batch, the entire batch is re-assayed. Failures and re-assays are always addressed immediately.
Where no high-grade intervals are noted, coarse blanks are added every 30 samples. Failures for blanks are defined as results greater than ten times the detection limit for gold and 100 times the detection limit for copper; these failures trigger the same protocols as those followed for failures of standards.
The current practice is for a QA/QC report to be generated at the conclusion of a drill program and for resource updates. Standards and blanks are plotted in chronological order on performance charts. For standards, lines are also plotted which represent the expected value, upper limit (+ three standard deviations), and lower limit (- three standard deviations). Pulp, coarse reject, and external check duplicate results are plotted on scatter diagrams to check for bias and on coefficient of variation diagrams to estimate the precision.
| 8.8 | Database |
|---|
In 2007, DrillView was established as the single master database to manage drill data. In 2012, to bring New Afton’s practices in line with corporate standards, New Gold personnel transferred the DrillView database to Maxwell Geosciences (MaxGeo) DataShed database. From 2012- 2019, the database was maintained and updated by a Database Administrator in Vancouver, BC. In 2019, database management was transferred to New Afton Exploration. The database itself was hosted in the Toronto corporate office, where it was backed up hourly and weekly backups were stored off-site at the corporate office. New Afton database administrators accessed the database through a secure remote desktop connection. In fall 2023, the database server was moved to the New Afton Operations.
Assay results are emailed from the laboratory to the database administrator as comma-delimited (CSV) files then imported directly into DataShed using a set import template. Stored procedures within the database process core and QC assay results into the appropriate tables and views. Once imported and processed, the database administrator validates the batch QC samples in QAQCR (a MaxGeo QC Program) with re-assays requested as needed. When all assay data have been imported, including re-assays and final QA/QC results, the validated database is exported to comma-delimited files and saved to the New Afton exploration server. The files are then used for geological interpretation and wireframe modelling.
| Date: December 31, 2025 | Page 8-4 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 8.9 | Qualified Person’s Opinion on Sample Preparation, Security, and Analytical Procedures |
| --- | --- |
In the opinion of the QP, the sample preparation procedures, analytical methods, QA/QC protocols, and sample security for the samples used in mineral resource estimation are acceptable, meet industry-standard practice, and are acceptable for mineral resource and mineral reserve estimation and mine planning purposes.
| Date: December 31, 2025 | Page 8-5 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 9.0 | DATA VERIFICATION |
| --- | --- |
| 9.1 | Internal Data Verification |
| --- | --- |
Sample QA/QC data from the underground drilling program were analyzed by Ron Konst, P.Geo., an independent consultant retained by New Afton in 2006 (Konst, 2006). Some blank and standard assays were noted to be outside acceptable error limits. These were investigated and re-assayed, if appropriate, and no material changes to the assay database were made. Internal duplicate data were analyzed to determine if any biases were present and to define the assay precision; no material biases were identified.
In 2012, New Afton personnel transferred the DrillView database to Maxwell Geosciences (MaxGeo) DataShed database, a commercial drill data management relational database system. During this process, the database was checked for errors and corrected where necessary. The pre-2012 assay data were compared to the assay certificates, and it was found that 11 certificates from the 2006 drilling had been improperly imported. Columns of data in the assay spreadsheets had been misidentified resulting in these columns being imported to the wrong fields in the database. This resulted in minor underestimation of gold and copper grades in some blocks in the model. New Afton reviewed the resource model and found that these errors had little impact on the mineral reserve estimate. Other errors found included overlapping intervals in some areas where re-assays had been carried out, and inconsistencies in downhole survey data, particularly where there were changes from one instrument to another. These inconsistencies were corrected.
A correction was applied in 2014 to the conversion of azimuths of downhole surveys measured from magnetic north to true north. Declination, or the difference in direction between magnetic north and true north, varies due to a continual drift of the north magnetic pole. The declination correction applied to the surveys had been kept constant throughout the history of the mine which had resulted in some significant errors in the orientation of recent holes. These were corrected in the database.
As part of a 2023 software upgrade, health check SQL scripts and recommendations were performed. Minor issues were encountered during the health check and no issues with assays were observed. A database maintenance plan was implemented in 2023 to execute integrity checks, rebuild indexes, clean up history, and backup the database daily and weekly.
Verification performed in support of validating the subset of the data used for resource estimation typically consists of spot-checking 10% of the assay data from a selection of drill holes that intersect the mineralized wireframe domains. Additional checks could include a comparison of the drill hole collar location data with the digital models of the surface topography and excavation models, visual inspection of the downhole survey information, and using validation routines in Leapfrog Geo, which consisted of checking for overlapping samples and duplicate records.
| 9.2 | External Data Verification |
|---|
A number of validation checks were performed in support of technical reports filed as a result of New Afton’s Canadian regulatory reporting requirements. These are summarized in Table 9‑1.
| Date: December 31, 2025 | Page 9-1 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | ||
|---|---|---|
| Table 9‑1: | External Data Reviews | |
| --- | --- | |
| Year | Company | Purpose |
| --- | --- | --- |
| 2003 | Behre Dolbear | Support of technical report compilation. |
| 2004 | ||
| 2006 | Roscoe Postle Associates Inc. (RPA) | Mineral resource estimate and preparation of technical report. |
| 2009 | Database review, preparation of technical report. | |
| 2011 | ||
| 2020 | Validation of pre-2018 QA/QC database | |
| 2023 | SLR Consulting Ltd. (SLR) | Review of mineral reserve estimates, including mine designs and schedules, cut-off values, dilution estimates, cost estimates, and mine economics. |
| 2024 | Review of mineral reserve estimates, including mine designs and schedules, cut-off values, cave management discussion, production metrics, dilution reporting, reconciliation, cost estimates,<br> and mine economics.<br><br> <br>High level review of mineral resource estimates, including geological and domain modelling, key assumptions, parameters, and mineral resources constraining strategy | |
| 9.3 | Data Verification by Qualified Person | |
| --- | --- | |
| 9.3.1 | Mr. Nadeau-Benoit | |
| --- | --- |
Mr. Nadeau-Benoit supervised the preparation of the mineral resource estimate, and the supporting data as summarized in this Report.
He completed site visits during the 2023, 2024 and 2025 drilling campaigns and discussed (on-site and remotely) the mineral resource estimation procedures, process and considerations of reasonable prospects of eventual economic extraction, and tabulated resource estimates with the on-site Chief Geologist, the Long-Term Planning Engineer, and Resource Geologist.
Mr. Nadeau-Benoit has undertaken verification that included site visits, core review (on core photos and at the coreshack), review of geological data collection and checks that the QA/QC procedures used by the New Afton Operations are consistent with standard industry practices.
He has reviewed previous database audits and QA/QC reports, and completed a validation of the current drill hole database; including a 10% cross validation checks for the 2023, 2024 and 2025 drill programs (database against raw data for assays, survey collars and downhole surveys).
| 9.3.2 | Mr. Roberts |
|---|
Mr. Roberts works directly at the mine site and has reviewed the resource shapes used for the determination of mineral resources, ensuring that the shapes are within achievable mining geometries and reflect reasonable prospects for eventual economic extraction.
| Date: December 31, 2025 | Page 9-2 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 9.4 | Qualified Person’s Opinion on Data Adequacy |
| --- | --- |
The process of data verification for the Project was performed by third parties and Coeur personnel, including the QPs. The QPs reviewed the appropriate reports. The QP considers that a reasonable level of verification has been completed, and that no material issues would have been left unidentified from the programs completed.
The QPs are of the opinion that the data verification programs for Project data adequately support the geological interpretations, the analytical and database quality, and therefore support the use of the data in mineral resource and mineral reserve estimation, and in mine planning.
| Date: December 31, 2025 | Page 9-3 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 10.0 | MINERAL PROCESSING AND METALLURGICAL TESTING |
| --- | --- |
| 10.1 | Test Laboratories |
| --- | --- |
Construction of the process plant was completed in 2012 with commercial production of 11,000 t/d achieved the same year. Historical testwork on which the plant design were based included mineralogical studies, modal analysis, grinding tests, flotation tests, gravity tests, variability tests and dewatering tests. It was determined that conventional crushing, grinding and concentration processes were appropriate given the deposit mineralogy.
Changes were made to the plant in 2018–2019 to support processing of supergene ore, including adding gravity recovery capacity to the ball mill circuit and increasing gravity capacity in each of the tertiary and regrind circuits based on a pilot plant study at ALS Laboratories (ALS) in Kamloops. With mining of supergene ore being completed during the third quarter of 2022, the gravity circuit operation was adjusted in 2023 to focus on recovering gold rather than native copper.
The primary independent metallurgical testwork facility used for the most recent testwork on C-Zone, East Extension and D-Zone is also ALS. Work included chemical and mineralogical characteristics, comminution performance, and metallurgical performance of new zones to be processed through the plant. The ALS laboratory has its ISO 9001-2015 certification. ALS has also been engaged to complete preliminary metallurgical testing for K-Zone.
The New Afton Operations have an on-site analytical laboratory that assays concentrates for sales settlement, in-process samples, and geological samples. The on-site metallurgical laboratory is used for testing flotation reagents, grind analysis, and characterizing the behavior of new ores. The laboratory is not independent.
There is no international standard of accreditation provided for metallurgical testing laboratories or metallurgical testing techniques.
| 10.2 | Metallurgical Testwork |
|---|---|
| 10.2.1 | C-Zone |
| --- | --- |
In 2014, ALS completed testwork on one master and nine sub-composites to evaluate the amenability of C-Zone mineralization to the New Afton processing flowsheet.
Sample chemical and mineralogical properties included:
| • | Chalcopyrite was the dominant sulfide mineral in most of the samples, followed by pyrite. Bornite was also present in some samples in minor amounts; |
|---|---|
| • | Tennantite/enargite was present in most of the samples. No arsenopyrite was identified, suggesting that most of the arsenic in the samples may be associated with the copper sulfide minerals<br> tennantite and enargite; |
| --- | --- |
| Date: December 31, 2025 | Page 10-1 |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
|---|
The majority of the non-sulfide gangue in all of the samples occurred as feldspars, representing approximately 23–52% by weight of the feed in the composites.
Comminution tests showed:
| • | The semi-autogenous mill comminution (SMC) tests derived A × b values ranging from 29–41, giving an average of approximately 36, indicating medium to hard feed material for semi-autogenous<br> grinding (SAG); |
|---|---|
| • | Bond rod and ball mill work indices ranged from approximately 17–20 kWh/t, and 17–19 kWh/t, respectively. The Bond work indices indicated a moderately hard to hard feed material for rod or ball<br> milling. |
| --- | --- |
Recovery for the sub-composite samples was generally excellent, averaging approximately 94% for copper and 95% for gold. Gold recovery for the sub-composites samples generally tended to follow copper recovery trends. Copper recoveries of approximately 94% and 95% were achieved in repeat rougher testing. Gold recovery to the copper rougher concentrate ranged from 90% to 94% for the two repeat tests. A higher mass recovery corresponded to a higher gold recovery of approximately 4% in the rougher concentrate.
Kinetic tests indicated:
| • | Master composite: the three-stage dilution cleaning test measured a copper recovery of approximately 85% at a copper grade of approximately 23%. Gold recovery in the copper concentrate was<br> approximately 76% with the concentrate grading approximately 17.8 g/t Au; |
|---|---|
| • | Sub-composite: the three-stage dilution cleaning tests measured an average copper recovery of approximately 87% at an average copper grade of 23%. Similar to the kinetic cleaner tests, samples<br> with higher copper grades performed relatively better than those with lower copper grades. Gold performance generally mirrored copper performance. |
| --- | --- |
A single locked cycle flotation test was performed on the master composite sample, with the following results:
| • | Regrind size was slightly finer, at approximately K80 31 μm; |
|---|---|
| • | Copper recovery measured approximately 90%, while the concentrate graded 25% copper; |
| --- | --- |
| • | Gold recovery measured 86%, while the gold grade in the copper concentrate measured approximately 19 g/t Au. |
| --- | --- |
Arsenic in the copper concentrate graded approximately 0.4%.
C-Zone ores were found to be amenable to processing using the current New Afton flowsheet.
| Date: December 31, 2025 | Page 10-2 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| 10.2.2 | East Extension |
| --- | --- |
One master and four sub-composites were generated in 2022 for the East Extension zone. The sub-composites were constructed to test recovery characteristics of the four observed types of copper mineralization: secondary hypogene, low-grade hypogene, bornite-dominant, and chalcopyrite-dominant. The testing was conducted at ALS Laboratories in Kamloops except where noted for specific comminution tests.
Comminution test results for the four sub-composites included:
| • | Bond ball mill work indices ranged from 18.0–20.5 kWh/t, indicating a hard to very hard feed material for ball milling; |
|---|---|
| • | A 20 kg composite of the four sub-composites was constructed and sent to SGS Canada Inc. in Burnaby, BC, for SAG power index (SPI) with Comminution Economic Evaluation Tool (CEET) crusher index<br> determination which measures amenability to crushing on minimum 20mm particles. The SPI was 90.4 minutes, which represents the time required to grind from P80 12.5 mm to P80 1.7 mm, at the 62^nd^ percentile of the SGS database. The A × b value derived from the SMC test was approximately 47. The composite would<br> be considered moderately hard in terms of SAG milling based on both the SMC and SPI tests. The CEET crusher index value was 27.5, indicating a high hardness in terms of crushing. |
| --- | --- |
Recovery for the sub-composites was generally excellent, with rougher concentrate recoveries averaging 93.5% for copper and 90.5% for gold across the five composites.
A single locked cycle test was performed on the master composite. From the test, 92% of copper, 91% of gold and 62% of the palladium were recovered, producing a concentrate grade of 32.5% Cu, 16.5 g/t Au and 2.95 g/t Pd. Arsenic was also present in the concentrate, grading 0.13%.
Mineralization from the East Extension was found to be amenable to processing using the current New Afton flowsheet.
| 10.2.3 | D-Zone |
|---|
In 2024, one master composite and four sub-composites were tested. The sub-composites consisted of low-, medium- and high-grade hypogene mineralization and one secondary hypogene mineralization.
Test results showed:
| • | Copper mineralization consisted primarily of chalcopyrite (more than 95%), with tennantite, enargite and bornite; |
|---|---|
| • | SMC tests were completed on the master and secondary hypogene composites and resulted in A × b values of 30.7 and 32.7, respectively, indicating high hardness in terms of SAG milling. SPI results<br> for the four sub-composites ranged from 52–74 minutes, indicating medium to moderately high hardness in terms of SAG milling; |
| --- | --- |
| • | Bond ball mill work indices on the four sub-composites ranged from 18.0–21.0 kWh/t, indicating a hard to very hard feed material for ball milling; |
| --- | --- |
| Date: December 31, 2025 | Page 10-3 |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| • | Recovery for the master and sub-composites was generally high, with combined recoveries from gravity and rougher concentrates averaging approximately 92.2% for copper<br> and 92.9% for gold for the master and hypogene composites, and averaging 90.2% for copper and 90.8% for gold for the secondary hypogene sub-composite. |
| --- | --- |
| 10.2.4 | K-Zone |
| --- | --- |
In late 2025, metallurgical testing started on five composites and 16 sub-composites from the K-Zone. The five main composites represented variations in zone (upper vs lower K-Zone), rock type (diorite, monzodiorite and Nicola Group volcanics) and mineralogy (primary vs secondary hypogene) for use in comminution and mineralogical testwork. The 16 sub-composites included variations in head grade within the above categories to assist in developing recovery vs head grade models using rougher and cleaner batch flotation tests. This first stage of metallurgical testing is expected to be completed in early 2026. Additional metallurgical tests to characterize K-Zone mineralization amenability to gravity recovery, locked-cycle flotation performance and dewatering characteristics are planned when additional drill core is available later in 2026.
| 10.2.5 | Cleaner Circuit Upgrade |
|---|
During 2024, alternative flotation technologies were evaluated for use in the cleaner flotation circuit.
Six flotation technologies from four different vendors were evaluated in the first phase which compared potential layouts, costs and estimated metallurgical performance. Two of these flotation technologies were selected for pilot testing at the New Afton concentrator.
Based on the results of this testwork, layout considerations and its extensive use in similar applications, a Jameson cell was chosen for the cleaner upgrade project. Both full and partial tank cell replacement flowsheets were considered. The selected flowsheet replaced the four third cleaner Metso 5 m^3^ tank cells with a single Jameson cell. The cell was commissioned in August 2025.
| 10.3 | Recovery Estimates |
|---|
Predictive recovery formulas were developed (based on feed grades, grind size, and throughput rate) to forecast copper and gold recoveries for the New Afton LOM plan and financial models.
Two main mineralization types will be treated over the LOM: hypogene ore (including background material that is not classified as either hypogene, secondary hypogene, or supergene) and secondary hypogene ore. Hypogene ore and background material form the majority of the material to be processed at 95% while secondary hypogene ore makes up the remaining 5%.
| Date: December 31, 2025 | Page 10-4 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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The copper recovery formulae are:
| • | Hypogene ore and background material: |
|---|---|
| o | Recovery = −1069.725745 × Cu^2^ + 28.082358 x Cu + 0.71954 + (160 − P80) x 0.0008; |
| --- | --- |
| • | Secondary hypogene ore: |
| --- | --- |
| o | Recovery = (−2.12308 x 10−9 x tpod^2^ + 4.1 × 10−5 x t/od + 0.7218) + (−0.8 x (−0.051 − Cu) x 0.979). |
| --- | --- |
The gold recovery formulae are:
| • | Hypogene and background material: |
|---|---|
| o | Recovery = −0.14117 x Au^2^ + 0.34802 x Au + 0.65006 + (160 − P80) x 0.0008; |
| --- | --- |
| • | Secondary hypogene ore: |
| --- | --- |
| o | Recovery = (−3.22077 x 10−9 × tpod^2^ + 5.84 × 10−5 x t/od + 0.6886285) + (−0.0308635 x A Au^2^ + 0.092243 x Au − 0.033668312) |
| --- | --- |
In these equations, Cu is the process plant copper head grade in percent, Au is the process plant gold head grade in g/t, P80 is the tertiary hydrocyclone overflow P80 in µm, and t/od is the processing rate in tonnes per operating day.
Recovery curves for copper and gold are provided in Figure 10‑1 and Figure 10‑2 respectively.
Based on operating experience, hypogene recovery is capped at 92%. For copper grades >2%, copper recovery is constant at 85%. For gold grades >1.9 g/t, gold recovery is constant at 80%. LOM copper and gold recovery rates are estimated to be approximately 88.4% and 83.9%, respectively. East Extension hypogene copper recovery is capped at 90% due to the relatively high proportion of copper as bornite relative to C-Zone hypogene and the requirement to process East Extension and C-Zone ores in parallel using a common reagent scheme.
| 10.4 | Metallurgical Variability |
|---|
Samples selected for metallurgical testing during feasibility and development studies were representative of the various styles of mineralization within the different deposits. Samples were selected from a range of locations within the deposits. Sufficient samples were taken, and tests were performed using sufficient sample mass for the respective tests undertaken.
Variability assessments are supported by mill production plans in terms of throughput, grind size, head grades and mineralogy.
| Date: December 31, 2025 | Page 10-5 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Figure 10‑1: | Copper Recovery Curves At 16,000 t/d Processing Rate |
| --- | --- |

Note: mesogene = secondary hypogene.
| Date: December 31, 2025 | Page 10-6 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Figure 10‑2: | Gold Recovery Curves At 16,000 t/d Processing Rate |
| --- | --- |

Note: mesogene = secondary hypogene.
| 10.5 | Deleterious Elements |
|---|
The New Afton concentrate has historically been very clean and marketable. There are no known deleterious elements that could have a significant effect on economic extraction. Expected penalties associated with mercury and arsenic levels have been considered in the concentrate sales model.
| 10.6 | Qualified Person’s Opinion on Data Adequacy |
|---|
Testwork programs, both internal and external, continue to be performed to support current operations and potential improvements.
The testwork undertaken is of an adequate level to ensure an appropriate representation of metallurgical characterization and the derivation of corresponding metallurgical recovery factors for B3, C-Zone, and East Extension.
Metallurgical assumptions are supported by multiple years of production data.
| Date: December 31, 2025 | Page 10-7 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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Recovery improvements resulting from the cleaner circuit upgrade are expected to partly offset the impact of a coarser grind size, as the processing rate returns to approximately 16,000 t/d.
Grade–recovery models for the various ore types were developed using processing throughput rates to inform the forecasting copper and gold recoveries for the LOM plan.
The QP reviewed the information compiled by New Gold and Coeur, as summarized in this Report chapter and performed a review of the reconciliation data available to verify the information used in the LOM plan.
Based on these checks, in the opinion of the QP, the metallurgical testwork results and production data support the estimation of mineral resources and mineral reserves and can be used in the economic analysis that supports the mineral reserves.
| Date: December 31, 2025 | Page 10-8 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 11.0 | MINERAL RESOURCE ESTIMATES |
| --- | --- |
| 11.1 | Introduction |
| --- | --- |
The database used for mineral resource estimation was closed on January 8, 2026. Closure of the database occurred after the 2025 calendar year to allow inclusion of all assay results from K-Zone exploration drill holes.
Software used for estimation include Seequent’s Leapfrog Geo v.2025.1.1 (Leapfrog) and its Edge extension (Edge).
Two block models were generated to estimate mineral resources at New Afton. The two models cover the same extent but have different block sizes to provide more flexibility with choice of mining methods. A 10 x 10 x 10 m model was generated to estimate mineral resources for zones considered suitable for mining through block caving; these include B3, C-Zone, D-Zone, K-Zone and HW Zone. A 5 x 5 x 5 m sub-blocked model was generated to test potential applicability of more selective underground mining methods.
| 11.2 | Exploratory Data Analysis |
|---|
The deposit was subject to exploratory data analysis methods, which could include histograms, cumulative probability plots, box and whisker plots, and contact analysis. Statistics were compiled and compared for length weighted drill hole intersects, raw assay data, capped assay data, composites, and declustered composites to ensure that the grade distribution and true mean of the system were conserved throughout the different steps of the estimation process.
Drilling programs have tested the mineralized zone to depths approaching 2,000 m below surface. Although the general nature of the mineralization stays relatively consistent independently of depth, there are subtle differences in the distributions of metals and other elements. To account for this variation, data were segregated above and below 4,900 m elevation (approximately the elevation of the B3 cave footprint) during the variography analysis and the treatment of outlier samples for the broader resource domains (Main Zone, Monzonite, and Other domains). This artificial boundary at 4,900 m is considered a soft boundary as data are mixed across during block grade interpolation.
| 11.3 | Geological Models |
|---|
Three-dimensional models for lithology, structures, alteration assemblages, and mineralization styles were created in Leapfrog. Of importance are specific lithological units that host mineralization (Pothook diorite, monzodiorite dykes, latite dikes and Nicola Group volcanic rocks), versus others that are generally barren (picrite unit) or not significantly mineralized (monzonite dikes).
The resource domains are grade shells modelled at specific grade thresholds. The geometry of these grade shells follows other geological elements modelled independently of grade; these include lithological contacts, structures, and alteration and mineralization styles. The high density of drilling information commonly limits the degree of freedom in the interpretation of the grade shells.
| Date: December 31, 2025 | Page 11-1 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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Mineralized grade shells were generated for all mineralized zones at a grade threshold of 0.2% CuEq (Figure 11‑1).
In addition, sub-domains were modelled for East Extension, HW1 and K-Zone to better constrain higher-grade mineralization associated with bornite and/or chalcopyrite mineralization during the estimation. Sub-domain grade thresholds were 5.0% CuEq for East Extension, 1.0% CuEq for HW1 and 0.8% for K-Zone.
In addition, estimation was also carried out in complementing lithological domains which include monzonite dykes, latite dyke, and Nicola Group volcanic rocks. The picrite unit was assigned a grade of zero for all metals contained within. All domains were used as hard boundaries during the estimation process.
| 11.4 | Density Assignment |
|---|
Analysis of the measurements indicates that density tends to increase with depth. Density values in the block models, attributed as "SG", were applied by elevation. These values ranged from 2.60 t/m^3^ above the 5,050 m elevation to 2.78 t/m^3^below the 4,450 m elevation. Supergene mineralization was assigned a slightly lower density of 2.55 t/m^3^.
| 11.5 | Grade Capping/Outlier Restrictions |
|---|
Outlier samples were identified using histograms and probability plots of the distribution of copper, gold, and silver. A visual review of their location relative to the surrounding data was also conducted. Outlier samples were controlled by using traditional capping directly in the composite database and by limiting the influence of outlier samples in the grade interpolation.
The capped composites above the outlier threshold grade were restricted to a maximum distance of influence of 17% of the search ellipsoid for the K-Zone and the HW1 estimation domains (their respective low-grade domains and sub-domains. For the East Extension estimation domains (low grade domain and sub-domains), they were restricted to a maximum distance of influence of 10% of the search ellipsoid. For the other domains, their capped composites above the outlier threshold grade were restricted to a maximum distance of influence of 10% of the search ellipsoid above an elevation of 4,900 m mine grid, and 17% below an elevation of 4,900 m mine grid.
Capping values for copper range from 2–15% Cu. Capping values for gold range from 5–15 g/t Au and from 10–90 g/t Ag for silver.
Outlier threshold grades range from 1.5–8% Cu for copper, 1.5–7 g/t Au for gold, and 6–50 g/t Ag for silver.
| Date: December 31, 2025 | Page 11-2 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| Figure 11‑1: | Low-Grade Estimation and Mineral Reserves-Constraining Shapes |
| --- | --- |

Note: Low-grade estimation domains = Main, K-Zone, East Extension, HW1, HW2; mineral reserves-constraining shapes = C-Zone, East-Extension.
| Date: December 31, 2025 | Page 11-3 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| 11.6 | Composites |
| --- | --- |
Sample interval lengths are relatively consistent in the database. A total of 96% of samples in the vicinity of the New Afton deposit measure exactly 2 m long. Drill hole composites were length-weighted and were generated as 2 m long, down-the-hole, with estimation domains acting as a hard boundary.
| 11.7 | Variography |
|---|
Continuity analysis was completed separately for copper, gold, and silver on a domain-by-domain basis using the capped 2 m composites. The spatial models were aligned in the general plane of the domains and refined using 2D radial continuity plots to fine-tune the orientation of dip, dip azimuth, and pitch. The nugget was determined using a combination of the downhole variogram and the major axis correlogram. Two spherical structures were used to fit the spatial models.
| 11.8 | Estimation/interpolation Methods |
|---|
The block model grades for copper, gold, and silver are estimated using ordinary kriging (OK). All grade estimations used length-weighted composited drill hole assay data.
The copper, gold, and silver estimates were conducted in a single pass using a search ellipsoid measuring 150 x 150 x 40 m for the 10 x 10 x 10 m model and a search ellipsoid measuring 150 x 150 x 20 m for the 5 x 5 x 5 m sub-blocked model. The search ellipsoids used to estimate the blocks assigned to the monzonite or the ‘other’ domain were oriented subparallel to their general trend, with a dip of 85° and a dip azimuth of 167° relative to mine grid. The other domains used variable orientations to align the variograms and the search ellipsoids. Midplanes specific to each domain were used to guide the search ellipsoids.
The interpolation parameters, summarized in Table 11‑1, include the search ellipsoid axes, and the minimum and maximum number of composites used per blocks. The maximum composites per drill hole were adjusted to accommodate the change of block size between the two models.
| 11.9 | Validation |
|---|
The block models were validated using the following methods:
| • | Visual inspection at different grade thresholds in cross-section view, plan view, and in 3D; |
|---|---|
| • | Comparison of model statistics to drill data; |
| --- | --- |
| • | Swath plots. |
| --- | --- |
| • | Reconciliation against sampling at the underground cave drawpoints and against mill. |
| --- | --- |
These validation procedures indicate that geology and resource models are acceptable to support mineral resource estimation.
| Date: December 31, 2025 | Page 11-4 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | ||||||||
|---|---|---|---|---|---|---|---|---|
| Table 11‑1: | Interpolation Parameters | |||||||
| --- | --- | |||||||
| Model | Domain | Search Ellipse Range<br><br> <br>(m) | Number of Composites | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| X | Y | Z | Min/<br><br> <br>Block | Max/<br><br> <br>Block | Max/<br><br> <br>Drill Hole | Max/<br><br> <br>Octant | ||
| 10 x 10 x 10 m | Main > 4,900 m | 150 | 150 | 40 | 5 | 54<br><br> <br>(36 for Ag) | 9 | 9 |
| Main < 4,900 m | 150 | 150 | 40 | 5 | 36<br><br> <br>(45 for Au) | 9 | 9 | |
| All other domains | 150 | 150 | 40 | 5 | 36 | 9 | 9 | |
| 5 x 5 x 5 m sub-blocked | All domains | 150 | 150 | 20 | 3 | 15 | 3 | 3 |
| 11.10 | Confidence Classification of Mineral Resource Estimate | |||||||
| --- | --- | |||||||
| 11.10.1 | Mineral Resource Confidence Classification | |||||||
| --- | --- |
Criteria for mineral resource confidence classification are:
| • | Measured: blocks with copper, gold, and silver grades estimated by a minimum of three drill holes located within a distance of 30 m or less. This is achieved with drill holes at a nominal<br> spacing (drill spacing) of approximately 50 m; |
|---|---|
| • | Indicated: blocks with copper, gold, and silver grades estimated by a minimum of three drill holes and located within a distance of 50 m or less. This is achieved with drill holes at a nominal<br> spacing (drill spacing) of approximately 80 m; |
| --- | --- |
| • | Inferred: blocks that do not meet the criteria for measured or indicated mineral resources but are within a maximum distance of 50 m from a single drill hole. |
| --- | --- |
The East Extension area was classified using the same criteria as the other zones even though it is reported through a stope mining method and is drilled with a tighter spacing of approximately 20 m between drill holes. Optimized stopes that were initially classified as measured for East Extension were downgraded to indicated because of lower grade continuity at stope mining cut-off grade.
| 11.10.2 | Uncertainties Considered During Confidence Classification |
|---|
Following the drill spacing analysis that classified the mineral resource estimates into the measured, indicated, and inferred confidence categories, uncertainties regarding sampling and drilling methods, drilling angles to the mineralization, data processing and handling, geological modelling, and estimation were incorporated into the classifications assigned. The areas with the most uncertainty were assigned to the inferred category, and the areas with fewest uncertainties were classified as measured.
| Date: December 31, 2025 | Page 11-5 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| 11.11 | Reasonable Prospects of Economic Extraction |
| --- | --- |
| 11.11.1 | Input Assumptions |
| --- | --- |
For each resource estimate, an initial assessment was undertaken that assessed likely infrastructure, mining, and process plant requirements; mining methods; process recoveries and throughputs; environmental, permitting, and social considerations relating to the proposed mining and processing methods, and proposed waste disposal; and technical and economic considerations in support of an assessment of reasonable prospects of economic extraction.
The mineral resource estimate is reported assuming underground long-hole stoping mining methods for East Extension and underground bulk mining methods, likely block caving, for all other zones. Constraining volumes were created to demonstrate the spatial continuity of the mineralization within a potentially mineable shape.
For mineral resources reported with a long-hole stoping mining method, stope optimization was completed using Deswik Stope Optimizer at a cut-off grade of 1.26% CuEq. The stopes were constrained to a minimum mining shape of 20 m along the strike, height of 20 m, and 5 m width. Mineral reserves were subtracted from the mineral resource optimized stope shapes. Mineral resources are reported within the optimized stope shapes using a cut-off grade that includes the must-take material below cut-off.
For underground bulk mining zones, mineral resources are reported within resource cave shapes created using a cut-off grade of 0.33% CuEq. Within the resource cave shapes, resources are reported for blocks above 0.30% CuEq for K-Zone, and above 0.15% CuEq for the other zones.
| 11.11.2 | Commodity Price |
|---|
The copper, gold, and silver prices used in resource estimation is based on analysis of long-term consensus pricing, and benchmarks to pricing used by industry peers over the past year. An explanation of the derivation of the commodity prices is provided in Chapter 16.2.
The estimated timeframe used is seven-year mine life that supports the mineral reserves estimates. The gold price forecast for the mineral resource estimate is US$4.40/lb Cu, $2,500/oz Au, and $30/oz Ag.
| 11.11.3 | Cut-off Grades |
|---|
Cut-off grades were first established for each extraction scenario. These cut-off grades are based on the input parameters and assumptions detailed in Table 11‑2, but with metal prices increased to US$4.40/lb Cu, $2,500/oz Au, and $30/oz Ag.
| Date: December 31, 2025 | Page 11-6 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |||
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| Table 11‑2: | Cut-off Input Assumptions | ||
| --- | --- | ||
| Item | Parameter | Units | Value |
| --- | --- | --- | --- |
| NSR assumptions | Gold price | US$/oz | 2,500 |
| Copper price | US$/lb | 4.40 | |
| Silver price | US$/oz | 30 | |
| Exchange rate | C$:US$ | 1.30 | |
| Gold recovery | % | variable | |
| Copper recovery | % | variable | |
| Silver recovery | % | variable | |
| Gold payable | % | 97.4 | |
| Copper payable | % | 95.8 | |
| Silver payable | % | 90.0 | |
| Gold refining charge | US$/oz | 5.05 | |
| Copper refining charge | US$/lb | 0.061 | |
| Silver refining charge | US$/oz | 0.454 | |
| Total treatment cost | US$/dmt concentrate | 61 | |
| Total transport cost | US$/wmt concentrate | 141 | |
| Cut-off grade parameters | Mining cost – block caving | US$/t processed | 11.50 |
| Mining cost – stoping | US$/t processed | 87.50 | |
| Processing cost | US$/t processed | 9.00 | |
| G&A cost | US$/t processed | 3.50 | |
| Block caving cut-off grade | % CuEq | 0.15 | |
| Stoping cut-off grade | % CuEq | 1.26 |
Mineral resources potentially amenable to underground bulk mining were reported using a cut-off grade of 0.30% CuEq for K-Zone and using a cut-off grade of 0.15% CuEq for the other zones. Mineral resources potentially amenable to stope mining were reported using a cut-off grade of 1.26% CuEq.
The following copper-equivalency is used:
| • | Cu% + (Au g/t * Au Recovery * Au Payable * (Au Price - Refining) / 31.1035) + (Ag g/t * Ag Recovery * Ag Payable * (Ag Price - Refining) / 31.1035) / (22.046 * Cu Recovery * Cu Payable * (Cu<br> Price - Refining). |
|---|
The calculations are based on the following:
| • | Au price: US$2,500/oz Au; Au recovery: 87.7%; Au payable: 97.0%; Au refining charge: US$6.00/oz; Ag price: US$30/oz Au; Ag recovery: 73.5%; Ag payable: 90.0%; Ag refining charge: US$0.50/oz; Cu<br> price: US$4.40/lb Cu; Cu recovery: 86.4%; Cu payable: 96.4%; Cu refining charge: US$0.8/lb. |
|---|---|
| Date: December 31, 2025 | Page 11-7 |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 11.11.4 | QP Statement |
| --- | --- |
The QP is of the opinion that any issues that arise in relation to relevant technical and economic factors likely to influence the prospect of economic extraction can be resolved with further work. The mineral resource estimates are performed for deposits that are in a well-documented geological setting. Coeur is very familiar with the economic parameters required for successful operations in the New Afton area; and Coeur has a history of being able to obtain and maintain permits, social license and meet environmental standards. There is sufficient time in the seven-year timeframe considered for the commodity price forecast for Coeur to address any issues that may arise, or perform appropriate additional drilling, testwork and engineering studies to mitigate identified issues with the estimates.
| 11.12 | Mineral Resource Statement |
|---|
Mineral resources are reported using the mineral resource definitions set out in S-K 1300.
Mineral resources are reported exclusive of those mineral resources converted to mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
The mineral resource estimates are current as at December 31, 2025. The reference point for the estimate is in situ.
The Qualified Persons for the estimates are Mr. Vincent Nadeau-Benoit P.Geo., and Mr. Tyler Roberts, P.Eng., both Coeur employees.
Mineral resources are summarized in Table 11‑3.
| 11.13 | Uncertainties (Factors) That May Affect the Mineral Resource Estimate |
|---|
Factors that may affect the mineral resource estimates include:
| • | Metal price and exchange rate assumptions; |
|---|---|
| • | Changes to the assumptions used to generate the gold equivalent grade cut-off grade; |
| --- | --- |
| • | Changes in local interpretations of mineralization geometry and continuity of mineralized zones; |
| --- | --- |
| • | Changes to geological and mineralization shape and geological and grade continuity assumptions; |
| --- | --- |
| Date: December 31, 2025 | Page 11-8 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Table 11‑3: | Measured, Indicated, and Inferred Mineral Resources Statement | |||||||||||
| --- | --- | |||||||||||
| Zone | Category | Tonnes<br><br> <br>(t x<br><br> <br>1,000) | Grade | Metal Content | Cut-off<br><br> <br>Grade | Metallurgical<br><br> <br>Recovery | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Au<br><br> <br>(g/t) | Ag<br><br> <br>(g/t) | Cu<br><br> <br>(%) | Au<br><br> <br>Ounces<br><br> <br>(oz x<br><br> <br>1,000) | Ag<br><br> <br>Ounces<br><br> <br>(oz x<br><br> <br>1,000) | Cu Pounds<br><br> <br>(lb x<br><br> <br>1,000,000) | CuEq.<br><br> <br>(%) | Au<br><br> <br>(%) | Ag<br><br> <br>(%) | Cu<br><br> <br>(%) | |||
| B-Zone<br><br> <br>C-Zone<br><br> <br>D-Zone<br><br> <br>HW | Measured | 29,843 | 0.58 | 1.78 | 0.62 | 552 | 1,707 | 408 | 0.15 | 87.7 | 73.5 | 86.4 |
| Indicated | 25,611 | 0.28 | 1.04 | 0.28 | 230 | 859 | 158 | 0.15 | 87.7 | 73.5 | 86.4 | |
| Sub-total<br><br> <br>measured and<br><br> <br>indicated | 55,454 | 0.44 | 1.44 | 0.46 | 782 | 2,566 | 566 | 0.15 | 87.7 | 73.5 | 86.4 | |
| Inferred | 1,289 | 0.35 | 0.70 | 0.22 | 15 | 29 | 6 | 0.15 | 87.7 | 73.5 | 86.4 | |
| K-Zone | Measured | 7,206 | 0.70 | 3.66 | 0.91 | 162 | 849 | 144 | 0.30 | 87.7 | 73.5 | 86.4 |
| Indicated | 40,436 | 0.43 | 1.52 | 0.52 | 553 | 1,979 | 462 | 0.30 | 87.7 | 73.5 | 86.4 | |
| Sub-total<br><br> <br>measured and<br><br> <br>indicated | 47,642 | 0.47 | 1.85 | 0.58 | 715 | 2,827 | 606 | 0.30 | 87.7 | 73.5 | 86.4 | |
| Inferred | 5,877 | 0.45 | 1.64 | 0.59 | 86 | 309 | 77 | 0.30 | 87.7 | 73.5 | 86.4 | |
| East Extension | Measured | — | — | — | — | — | — | — | — | — | — | — |
| Indicated | 1,558 | 0.96 | 4.24 | 1.04 | 48 | 213 | 36 | 1.26 | 87.7 | 73.5 | 86.4 | |
| Sub-total<br><br> <br>measured and<br><br> <br>indicated | 1,558 | 0.96 | 4.24 | 1.04 | 48 | 213 | 36 | 1.26 | 87.7 | 73.5 | 86.4 | |
| Inferred | — | — | — | — | — | — | — | — | — | — | — | |
| Total | Measured | 37,049 | 0.60 | 2.15 | 0.68 | 715 | 2,555 | 552 | — | 87.7 | 73.5 | 86.4 |
| Indicated | 67,605 | 0.38 | 1.40 | 0.44 | 831 | 3,051 | 656 | — | 87.7 | 73.5 | 86.4 | |
| Total measured and indicated | 104,654 | 0.46 | 1.67 | 0.52 | 1,545 | 5,606 | 1,208 | — | 87.7 | 73.5 | 86.4 | |
| Inferred | 7,166 | 0.44 | 1.47 | 0.53 | 100 | 338 | 83 | — | 87.7 | 73.5 | 86.4 | |
| Date: December 31, 2025 | Page 11-9 | |||||||||||
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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Notes to accompany mineral resource tables:
| 1. | The Mineral resource estimates are current as at December 31, 2025, and are reported using the definitions in Item 1300 of Regulation S–K (17 CFR Part 229) (S-K 1300). |
|---|---|
| 2. | The reference point for the mineral resource estimate is in situ. The Qualified Persons for the estimate are Mr. Vincent Nadeau-Benoit P.Geo., and Mr. Tyler Roberts, P.Eng., both<br> Coeur employees. |
| --- | --- |
| 3. | Mineral resources are reported exclusive of those mineral resources converted to mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic<br> viability. |
| --- | --- |
| 4. | Mineral Resources are estimated using metal price assumptions of US$4.40 per pound of copper, US$2,500 per ounce of gold, and US$30 per ounce of silver, and a foreign exchange rate<br> assumption of 1.30 C$/1.00US$. |
| --- | --- |
| 5. | For underground bulk mining, mineral resources are reported within resource cave shapes created using a cut-off grade of 0.33% CuEq. Within resource cave shapes, resources are<br> reported for blocks above 0.30% CuEq for K-Zone, and above 0.15% CuEq for the other zones. For stope mining, mineral resources are reported within mineable shapes created using a cut-off<br> grade of 1.26% CuEq and include must-take material. |
| --- | --- |
| 6. | The following copper-equivalency (CuEq%) formula is used: Cu% + (Au g/t * Au Recovery * Au Payable * (Au Price - Refining) / 31.1035) +<br> (Ag g/t * Ag Recovery * Ag Payable * (Ag Price - Refining) / 31.1035) / (22.046 * Cu Recovery * Cu Payable * (Cu Price - Refining). The calculations are based on the following: Au price:<br> US$2,500/oz Au; Au recovery: 87.7%; Au payable: 97.0%; Au refining charge: US$6.00/oz; Ag price: US$30/oz Au; Ag recovery: 73.5%; Ag payable: 90.0%; Ag refining charge: US$0.50/oz; Cu<br> price: US$4.40/lb Cu; Cu recovery: 86.4%; Cu payable: 96.4%; Cu refining charge: US$0.8/lb. |
| --- | --- |
| 7. | Rounding of tonnes, grades, troy ounces and pounds as required by reporting guidelines, may result in apparent differences between tonnes, grades, and contained metal contents. |
| --- | --- |
| Date: December 31, 2025 | Page 11-10 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| • | Density and domain assignments; |
| --- | --- |
| • | Changes to geotechnical, mining, and metallurgical recovery assumptions; |
| --- | --- |
| • | Changes to the input and design parameter assumptions that pertain to the assumptions for the mineable shapes and cut-offs constraining the estimates; |
| --- | --- |
| • | Assumptions as to the continued ability to access the site, retain mineral and surface rights titles, maintain environment and other regulatory permits, and<br> maintain the social license to operate. |
| --- | --- |
There are no other environmental, permitting, legal, title, taxation, socioeconomic, marketing, political or other relevant factors known to the Qualified Person that would materially affect the estimation of mineral resources that are not discussed in this Report.
| Date: December 31, 2025 | Page 11-11 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 12.0 | MINERAL RESERVE ESTIMATES |
| --- | --- |
| 12.1 | Introduction |
| --- | --- |
Mineral reserves were estimated for C-Zone, and East Extension mining zones (Figure 12‑1). The B3 Zone is an operating block cave. Mining of the B3 block cave is expected to be completed in Q1 2026. Material is continuing to be drawn from the B3 cave; however, this material is unclassified and is not included in the mineral reserves or mine plan in this Report. The C-Zone is a block cave in the production ramp-up phase, with commercial production achieved in the fourth quarter of 2024. East Extension is planned as a long-hole stoping zone and is not yet in production.
C-Zone mineral reserves were estimated using the 10 x 10 x 10 m model. Measured and indicated mineral resources were converted to probable mineral reserves. Due to the uncertainty associated with estimating movement of material within the block caves, no proven mineral reserves were reported for C-Zone.
East Extension mineral reserves were estimated using the 5 x 5 x 5 m sub-blocked model. Indicated mineral resources were converted to probable mineral reserves.
Mineral reserve block models are generated by adding an NSR attribute, in US$ per tonne, to each block in the resource block models. Blocks classified as inferred mineral resources, or without a resource classification, were set to zero grade and zero NSR.
| 12.2 | Development of Mining Case |
|---|
C-Zone block cave mineral reserves were estimated using GEOVIA PCBC software, designed specifically for the planning and scheduling of block cave mines. PCBC generates vertical or inclined draw columns above each drawpoint (referred to as slice files) for which properties are derived from the block model. In block caving, the height of draw refers to the vertical height above the drawpoint from which material is extracted. At New Afton, a minimum height of draw of 50 m is applied for block cave mineral reserves and the maximum height of draw parameter for C-Zone is set at 450 m.
Through the application of the cut-off NSR and caving parameters—which include minimum and maximum height of draw, fragmentation assumptions, drawpoint geometry, and mixing characteristics—the PCBC model estimates the tonnes and properties of material to be extracted from each drawpoint. The model incorporates dilution from the top of the columns and the side walls of the cave, depending on the assumed mixing characteristics. PCBC mixing parameters and options have been refined over 12 years of experience at New Afton operating the Lift 1 and B3 block caves. Several PCBC models are generated using a range of parameters to assess the level of confidence in the model outputs. PCBC then uses historical production, the applied maximum height of draw, and the mixing parameters to predict the production tonnage and grade.
| Date: December 31, 2025 | Page 12-1 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| Figure 12‑1: | Final Mine Layout Plan |
| --- | --- |

Mineral reserves for the East Extension, planned as a stoping zone, were estimated using Deswik mine planning software. Deswik Stope Optimizer was first used to define potential stoping zones, based on a cut-off NSR of US$100/t and stope dimensions of 20 m high x 14 m long. Stope widths were variable, ranging from 5–20 m. Overbreak of 0.58 m and 0.29 m was applied to the hanging wall and footwall, respectively. Deswik CAD software was used to design mining drifts to access the stoping areas and other mine infrastructure.
| Date: December 31, 2025 | Page 12-2 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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Stopes were analyzed for inclusion into the mineral reserve tabulation by analyzing capital costs, considering the development required to enable mining of the designed stopes and other mining infrastructure requirements. Deswik Scheduler was used to generate the development and production schedules.
| 12.3 | Cut-offs |
|---|
An NSR was calculated for each block in the block model using the parameters listed in Table 12‑1. Metallurgical recoveries are variable based on the grade–recovery curves for each ore type, and concentrate costs and refining charges are variable depending on the smelter. The values shown are LOM averages.
Mineral reserves were reported above a break-even NSR cut-off value equal to the total site operating cost per tonne in US dollars, which includes mining, processing, and general and administrative (G&A) costs. The NSR cut-off value for block caving and stoping is US$24/t and US$100/t, respectively.
Because block cave drawpoints on the extraction level are positioned in a single plane, material below the cut-off NSR must sometimes be mined from the draw column to access higher-grade ore located higher in the draw column, or to maintain a cave shape and size suitable for caving. However, Coeur is capable of segregating waste from the drawpoints by removing it using a belt plow on surface before it reaches the crushed ore stockpile. The C-Zone LOM plan includes 369 kt of waste mined from the drawpoints but not processed, and this material is excluded from the mineral reserve estimates.
Intermediate-grade C-Zone mineral reserves can also be segregated and stockpiled on surface.
| 12.4 | Ore Loss and Dilution |
|---|
Block cave dilution is simulated dynamically within PCBC, based on the geometry of the cave, mixing parameters, and mining sequence. Total dilution over the life of the C-Zone block cave is estimated at 28.6%, which includes 4.6% internal dilution. A key objective for the C-Zone mine design and draw sequence is to minimize dilution from the picrite zones. As such, early cave growth is prioritized on the north side of the footprint, away from the picrite contact. The cave back will be brought back to a more even height at mid-height of draw. Ore recovery in the block caves is assumed to be 100% of the mixed/diluted block model.
Dilution assumptions for East Extension stopes are based on the outputs of Matthew’s empirical stope stability model, considering the rock mass quality and planned stope dimensions. Dilution is currently estimated at 10.8%, with 5.8% from hanging-wall and footwall overbreak at the block model grade and 5% backfill dilution at zero grade. Longitudinal stopes are planned for the extraction of the high-grade core of the deposit, within a lower- grade halo. Therefore, hanging wall and footwall overbreak dilution is expected to be low grade. The mine design allows for 3 m wide rib pillars between the backfilled stopes to minimize backfill dilution. An additional 93% mining recovery factor is applied to stope tonnes to account for unblasted ore in the shoulders of the stopes and unmucked ore remaining on the floor of the stopes.
| Date: December 31, 2025 | Page 12-3 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |||
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| Table 12‑1: | NSR Parameters | ||
| --- | --- | ||
| Parameter | Units | Value | |
| --- | --- | --- | --- |
| NSR assumptions | Gold price | US$/oz | 1,650 |
| Copper price | US$/lb | 3.50 | |
| Silver price | US$/oz | 20 | |
| Exchange rate | C$:US$ | 1.30 | |
| Gold recovery | % | variable | |
| Copper recovery | % | variable | |
| Silver recovery | % | variable | |
| Gold payable | % | 97.4 | |
| Copper payable | % | 95.8 | |
| Silver payable | % | 90.0 | |
| Gold refining charge | US$/oz | 5.05 | |
| Copper refining charge | US$/lb | 0.061 | |
| Silver refining charge | US$/oz | 0.454 | |
| Total treatment cost | US$/dmt concentrate | 61 | |
| Total transport cost | US$/wmt concentrate | 141 | |
| Cut-off value parameters | Mining cost – block caving | US$/t processed | 11.50 |
| Mining cost – stoping | US$/t processed | 87.50 | |
| Processing cost | US$/t processed | 9.00 | |
| G&A cost | US$/t processed | 3.50 | |
| Total block caving cost | US$/t processed | 24.00 | |
| Total stoping cost | US$/t processed | 100.00 | |
| 12.5 | Commodity Price | ||
| --- | --- |
The gold price used in mineral reserve estimation is based on analysis of three-year rolling averages, long-term consensus pricing, and benchmarks to pricing used by industry peers over the past year. An explanation of the derivation of the commodity prices is provided in Chapter 16.2.
The estimated timeframe is the seven-year LOM that supports the mineral reserve estimates.
| Date: December 31, 2025 | Page 12-4 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| 12.6 | Mineral Reserve Statement |
| --- | --- |
Mineral reserves were classified using the mineral reserve definitions set out in S-K 1300. The reference point for the mineral reserve estimate is the point of delivery to the process plant.
Mineral reserves are reported in Table 12‑2 and are current as at December 31, 2025.
The Qualified Person for the estimate is Mr. Tyler Roberts, P.Eng., a Coeur employee.
| 12.7 | Uncertainties (Factors) That May Affect the Mineral Reserve Estimate |
|---|
Factors that may affect the mineral reserve estimates include:
| • | Changes to the long-term copper, gold, and silver price and exchange rate assumptions; |
|---|---|
| • | Changes to the parameters used to derive the cave outlines and stope shapes and determine the cut-off values; |
| --- | --- |
| • | Changes to geotechnical and hydrogeological assumptions; |
| --- | --- |
| • | Changes to the cave mixing model and dilution estimates; |
| --- | --- |
| • | Changes to metallurgical recovery assumptions; |
| --- | --- |
| • | Changes to inputs to capital and operating cost estimates; |
| --- | --- |
| • | Continued ability to access the site, retain mineral and surface rights titles, maintain environmental and other regulatory permits, and maintain the social<br> license to operate. |
| --- | --- |
There are no other mining, metallurgical, infrastructure, permitting, or other relevant factors known to the Qualified Person that would materially affect the estimation of mineral reserves that are not discussed in this Report.
| Date: December 31, 2025 | Page 12-5 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |||||||||
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| Table 12‑2: | Proven and Probable Mineral Reserves Statement | ||||||||
| --- | --- | ||||||||
| Zone | Category | Tonnes<br><br> <br>(kt) | Grade | Contained Metal | Metallurgical<br><br> <br>Recovery<br><br> <br>(%) | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Au<br><br> <br>(g/t) | Ag<br><br> <br>(g/t) | Cu<br><br> <br>(%) | Au<br><br> <br>(koz) | Ag<br><br> <br>(koz) | Cu<br><br> <br>(Mlbs) | ||||
| C-Zone | Proven | — | — | — | — | — | — | — | — |
| Probable | 35,212 | 0.65 | 1.62 | 0.72 | 739 | 1,837 | 556 | 88.5 | |
| Sub-total proven<br><br> <br>and probable | 35,212 | 0.65 | 1.62 | 0.72 | 739 | 1,837 | 556 | 88.5 | |
| East Extension | Proven | — | — | — | — | — | — | — | — |
| Probable | 962 | 1.31 | 8.5 | 1.63 | 41 | 264 | 35 | 87.6 | |
| Sub-total proven<br><br> <br>and probable | 962 | 1.31 | 8.5 | 1.63 | 41 | 264 | 35 | 87.6 | |
| Total | Proven & Probable | 36,174 | 0.67 | 1.79 | 0.74 | 780 | 2,101 | 591 | 88.5 |
Notes to accompany mineral reserve table:
| 1. | The Mineral Reserve estimates are current as at December 31, 2025, and are reported using the definitions in Item 1300 of Regulation S–K (17 CFR Part 229) (S-K<br> 1300). |
|---|---|
| 2. | The Qualified Person for the estimate is Mr. Tyler Roberts, P.Eng., a Coeur employee. |
| --- | --- |
| 3. | Mineral Reserves are estimated using metal price assumptions of US$3.50 per pound of copper, US$1,650 per ounce of gold, and US$20 per ounce of silver, and a<br> foreign exchange rate assumption of C$1.30 : US$1.00. |
| --- | --- |
| 4. | C-Zone block cave Mineral Reserves are reported at a cut-off NSR of US$24/t and East Extension Mineral Reserves are reported at a cut-off NSR of US$100/t,<br> based on processing costs of US$9.00/t processed, G&A costs of US$3.50/t processed, block caving costs of US$11.50/t ore mined, and stoping costs of US$87.50/t ore mined.<br> Metallurgical recoveries vary depending on ore type and grades. |
| --- | --- |
| 5. | Rounding of short tonnes, grades, and troy ounces, as required by reporting guidelines, may result in apparent differences between tonnes, grades, and<br> contained metal contents. |
| --- | --- |
| Date: December 31, 2025 | Page 12-6 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| 13.0 | MINING METHODS |
| --- | --- |
| 13.1 | Introduction |
| --- | --- |
The mineral reserve estimates are based on block caving and long-hole stoping underground mining methods. The B3 and C-Zones are mined using block caving, and the East Extension is planned to be mined using stoping. Mining of the B3 block cave is expected to be completed in Q1 2026. Material is continuing to be drawn from the B3 cave; however, this material is unclassified and is not included in the mineral reserves or mine plan in this Report.
| 13.2 | Geotechnical Considerations |
|---|---|
| 13.2.1 | Caveability and Fragmentation |
| --- | --- |
Cave monitoring systems indicated that the transition from cave construction into sustainable caving occurred when the drawbell hydraulic radius was 23 m for West Cave, 21 m for East Cave and 23 m for the B3 Zone. In general, the C-Zone geology is similar to that of the West and B3 Caves. Empirically, its critical hydraulic radius was estimated to be between 21–23 m, which was proved successful during C-Zone cave initiation. Numerical modelling work by Itasca Consulting Inc., and Beck Engineering Ltd. (Beck) was completed and produced similar estimates. Review of the Lift 1 and B3 cave monitoring system indicated that the transition to sustainable caving was evidenced by an increase in microseismic events vertically above the drawpoints and by the observation of cumulative breaks over production intervals on the time-domain reflectometry systems.
When a drawbell is initially developed and blasted rock is mined out, fragmentation from the caving process is generally coarse. As the draw column matures, the rock fragmentation becomes finer due to secondary fragmentation. Hang-ups occur when broken rock, either single or multiple large rocks, within the drawbell fails to flow out of the drawpoint as intended, causing a blockage. However, most hang-ups typically occur on the cave boundaries along the footprint perimeter. They can also occur in early draw column height within the moderately fractured rock. As anticipated, random hang-ups also occur over the life of extraction within the regular highly fractured rock and mature drawbells. Coeur tracks hangups each shift and has a mobile rock breaker and blasting practice developed for hangup occurrences.
| 13.2.2 | Stope Stability |
|---|
Stope stability analysis for East Extension is based on results from geotechnical mapping of drill core. Data collection is conducted using Q-Index and then processed by the empirical modified stability-graph method (after Potvin, 1988; Nickson, 1992; and Hadjigeorgiou et al., 1995). During development, geotechnical mapping will be conducted in the access drives to validate the stope design criteria and ground support requirements. Stopes are scheduled to be backfilled with cemented rock fill shortly after they are mined to reduce stand-up time and overbreak.
| Date: December 31, 2025 | Page 13-1 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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Stope locations in East Extension have been numerically modelled to evaluate their proximity to the C-Zone cave influence area. Geotechnical offsets were applied to ensure that stress impacts remain outside the anticipated C-Zone caving zones.
To further mitigate potential risks, the mine design incorporates a longitudinal mining method. This method involves retreating eastward, away from the C-Zone cave area, during resource extraction. By adopting this approach, this design safeguards critical ramps and stope access against any unforeseen cave deviations within the C-Zone, enhancing operational reliability and safety.
| 13.2.3 | Surface Subsidence |
|---|
Surface subsidence was initially observed in 2011 as the West Cave progressively migrated and broke through to the surface, creating a depression in the topography. This was followed by the breakthrough of the East Cave into the open pit. Mining within West and East caves was completed in April 2021 and February 2022, respectively. Observed subsidence rates decreased following closure of Lift 1 and prior to the onset of influence from B3. Mining of B3, the second lift, commenced mid-2021.
The timing and extent of B3 cave progression and initial subsidence expression are attributed to the pre-existing broken and mobilized material within the West Cave muck pile and its associated subsidence zone. Initial subsidence deformations were observed across the existing West Cave subsidence zone as the B3 cave propagated into the intact ore body portion located adjacent to the West Cave in mid-2022. The progression of the B3 cave triggered the limited mobilization of the overlying Lift 1 extraction level and associated muck pile, and was accompanied by increasing surface subsidence, particularly along its westernmost boundary.
The influence of subsidence is recorded by a very robust automated instrumentation program and is also monitored using visual observations, aerial photography, and amplitude-based satellite InSAR. This extensive fully automated monitoring dataset is available to on-site staff, external consultants, and to the TSF Engineers of Record for routine interpretation of subsidence trends and monitoring of several key mine infrastructure areas.
Numerical modelling is also used to help forecast underground performance and progression of subsidence for long-range planning and to assess and mitigate potential impacts to mine infrastructure. Beck provides a subsidence forecast model based on input from New Afton and their consultants. Beck updated the latest subsidence model in August, 2023. Coeur uses the numerical model solely for planning purposes and continues to rely on the observational method, instrumentation data, and remote sensing data to monitor the progression of subsidence at the mine site.
Mining subsidence from C-Zone, which is located approximately 1,150 m below surface, has been numerically modelled and forecasted using existing geotechnical and geology datasets. C-Zone is expected to initially breakthrough into the pre-existing B3 and Lift 1 West Cave subsidence influence areas; monitoring will continue using the existing programs in place for B3 cave mining, with additional monitoring installations as required by the site or TSF Engineers of Record.
| Date: December 31, 2025 | Page 13-2 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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East Extension is not expected to cause additional subsidence as the longitudinal stopes are to be backfilled with cemented rock fill, and geotechnical spans will be minimized to reduce the occurrence of caving stopes.
| 13.2.4 | Mud Rushes |
|---|
The Mudrush Risk Management Procedure ensures safe working conditions in the event of potential mudrush events caused by cave-groundwater interactions. These safe working conditions are achieved by implementing a drawpoint classification matrix and a Standard Operations Procedure (SOP). Routine drawpoint inspections are conducted by draw control, geotechnical, and geology personnel to monitor moisture content and fragmentation. Observed changes in drawpoint moisture during active production are reported by the operators. A mudrush risk-status board is maintained underground to communicate immediate changes in risk to those working on the level, and a weekly mudrush risk map is published to the underground and technical teams, summarizing data from inspections over the previous week. Regular priority meetings with underground personnel ensure clear communication of the mudrush status and associated risk categories. In cases where a drawpoint is classified as high risk, automated or remote production scoops are used to prevent personnel exposure to potential mudrush material flow. In the C-Zone, similar to B3 and Lift 1, if a mudrush risk is present, production will primarily be carried out using a fleet of automated scoops. No mudrush occurrences were observed during the mining of the C-Zone or B3 cave.
| 13.2.5 | Air Blast |
|---|
An air gap is the void space between the intact rock at the cave back and the top of the broken rock muckpile. This void forms as production begins and material is extracted through the drawpoints. During the caving process, stress changes cause the intact rock at the cave back to break onto the muckpile, gradually filling the void. However, if the stress changes are insufficient to break the intact rock at the cave back, the air gap can grow larger as production continues to pull the muckpile down. A larger air gap increases the risk of instability, as it allows larger blocks or volume of intact rock to fall over an increased air gap height. The larger blocks or volume of falling material can compress the trapped air, causing it to escape at high velocities through connected workings and potentially result in an airblast, which may pose a significant risk to both personnel and equipment.
Coeur actively interprets and manages the risk of air blasts through the application of its Cave Management Plan, by inputting production numbers and monitoring data from geotechnical instrumentation. To mitigate potential risks, air blast bulkheads have been installed at existing and anticipated connections that may develop during the caving process. Once the cave has broken through to the surface, the risk of an air blast is eliminated, as material from the caving process has filled any significant void space.
The East and West Caves from Lift 1, as well as the B3 cave, have broken through to the surface and no longer pose an air gap risk. Air gap analysis and monitoring are ongoing as caving progresses in the C-Zone with breakthrough to the B3 level expected by late-2026 to mid-2027.
| Date: December 31, 2025 | Page 13-3 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| 13.2.6 | Support Systems |
| --- | --- |
The primary ground support system for standard development comprises fiber-reinforced shotcrete, tendon reinforcements (such as rebar bolts or MD bolts), and welded wire screen.
Ground support for the extraction level includes a primary support system, consisting of fiber-reinforced shotcrete, MD bolts or dynamic rebar bolts, and screen; followed by secondary support comprising long tendon support (cable bolts and self-drilling anchors) and reinforced strapping (OSRO straps and pillar wrapping), with an additional layer of mid- to low-wall shotcrete cover to protect equipment from damage.
Ground support for the development of East Extension will be based on the existing ground support standards for fair to good ground conditions. On the ore drives, cable bolts were planned for the brows of all stopes and for all permanent intersections; they will also be placed in selected areas of hanging wall, footwall, and backs of stopes.
All major long-term infrastructure, such as conveyor transfer chambers and crusher stations, were located outside of the mining footprint to minimize their exposure to the induced strain and stress changes caused by the caving process. Given the significant span (>6 m) and long service life anticipated for these excavations, secondary support systems such as long tendon support (cable bolts) and straps were used to reinforce the rock mass in addition to the primary support system.
Multi-point borehole extensometers are used to measure the in situ displacement of the rock mass near an opening and to assess the performance of the installed ground support. They are typically installed in the back and sidewalls in a cable-bolted intersection or area of larger span. Handheld LiDAR scanning is also completed to provide a background dataset that can be used for comparative purposes for determining how much deformation has occurred due to regional mine closure over time. An area can be chosen for monitoring based on the importance, excavation quality, geology type, structural complexity, and/or anticipated stress conditions.
| 13.2.7 | Monitoring |
|---|
A large array of instrumentation has been installed for all caves. In the current operating caves, B3 and C-Zone, a microseismic system is used to capture mining-induced seismicity. The system used for the B3 cave was expanded with the development of the C-Zone mine, allowing for the source-location of microseismic events caused by ongoing caving activity. Seismic tomography is also utilized with the seismic system to assist with cave profile interpretation.
Metallic and fiber-optical time-domain reflectometry systems are co-axial or fiber-optic cables, grouted in a drill hole, that can be used to determine rock-mass response to mining. Reflections in the cable are generated by cable deformation, abrasions, water, or severing caused by ground movement. They are used to track and monitor the cave profile as the mining front advances to surface and along the footprint.
A wireless battery-powered system for cave monitoring (Geo4Sight from Elexon Mining) is also used where the use of cabled monitoring systems is not possible, or where cables are at high risk of being damaged by moving ground. The system provides a more robust and versatile alternative to wired cave-monitoring systems, as the data are transmitted wirelessly through rock, and thus is not vulnerable to hole shearing/dislocation.
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Cave tracker and beacons provide real-time insight into cave flow and cave propagation. This technology uses magnetic beacons which are embedded in the ore body. They emit a magnetic field pulse on a set time period. The beacons that are embedded can be tracked in 3D as they move with the fragmented rock of the orebody. The ability to track beacon movement allows mine engineers to determine which parts of the cave are moving. These beacons are built to withstand the rigors of the underground cave environment.
| 13.3 | Hydrogeological Considerations |
|---|
The Lift 1 underground dewatering system consists of two vertical sumps located at the bottom of the Lift 1 development. Each sump has a capacity of approximately 240 m^3^ and its outflow is connected to a single dewatering system of three booster stations arranged along a 200 mm dewatering line. The dewatering system is fully automated. One of the two sumps is kept empty as reserve capacity. The maximum design pumping rate of the system is 184 m^3^/h and the system currently operates at approximately 110 m^3^/h.
The B3 and C-Zone underground dewatering system consists of a single settlement sump which collects all water. Water from the clean side of the sump is pumped using a single 150 hp pump through a dedicated line into the Lift 1 vertical sumps.
The C-Zone underground dewatering system uses a similar setup to the Lift 1 system, with the same design capacity of 184 m^3^/h. It uses two 240 m^3^ vertical sump tanks, pumps, 200 mm steel dewatering line, and booster stations. The C-Zone dewatering line drains into the Lift 1 sump tanks for pumping to surface.
| 13.4 | Operations |
|---|---|
| 13.4.1 | Mining Method |
| --- | --- |
The block cave mining method involves development of a footprint at the base of the cave that includes an undercut level for initiating the cave and an extraction level from which ore will be mucked from drawpoints for the duration of the cave. Block caving initially requires up-front capital investment in development and footprint construction; however, the subsequent production period requires minimal capital investment which is why block caving is considered the underground mining method with the lowest unit mining costs. Other benefits of block caving include high production rates and low environmental impacts.
The mining plan for East Extension, located east of C-Zone, is to use a longitudinal long-hole stoping method. The method involves the development of drifts along the strike of the ore body at regular level intervals, followed by drilling and blasting of stopes between levels, and mucking the broken ore from the lower level using load–haul–dump vehicles (LHDs). After completion of ore extraction, stopes will be backfilled using a combination of rockfill and cemented rockfill.
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| 13.4.2 | Access |
| --- | --- |
The underground mine is accessed by decline from a portal on surface located to the south of the processing plant. From surface to a depth of 650 m below surface, a single 5.5 m wide x 6.0 m high decline is used for both vehicle access and the conveyor, which is suspended from the back of the decline. From this elevation to the bottom of C- Zone at 1,150 m below surface, the mine has two declines: a 5.5 m wide x 5.8 m high access decline and a 5.5 m wide x 6.0 m high conveyor decline.
An exploration ramp was developed from the New Afton open pit to provide early access for Lift 1 development and construction but is no longer accessible since the East Cave breakthrough to surface. Emergency egress is available through a fresh-air raise equipped with an Alimak elevator and a staging area.
| 13.4.3 | B3 Cave |
|---|
The B3 block cave extraction level is approximately 160 m below the mined-out Lift 1 and 760 m below surface. The B3 footprint measures approximately 250 x 125 m for a footprint area of approximately 31,000 m^2^; this is smaller than the Lift 1 and C-Zone block cave footprints. The B3 cave has a total of 65 drawbells.
Ramp development from Lift 1 to the B3 cave area began in 2015. The advanced-style method of undercutting commenced in the western footprint extent in December 2020, with drawbell development beginning in June 2021. The initial interaction of the B3 caved zone with the Lift 1 extraction level is interpreted to have occurred in August 2022 and construction of the B3 cave was completed in the fourth quarter of 2022.
The B3 extraction level is designed with four longitudinal strike drives and 111 drawpoints arranged in a straight-through (El Teniente-style) pattern. Drawbell spacing is 16.5 x 27.0 m. Ore passes are located on the level’s east side.
The undercut level was designed 18 m above the extraction level (floor-to-floor) with five undercut strike drives. An apex level was developed in the expected critical hydraulic radius (the expected hydraulic radius required for the cave to self-propagate) to de-risk initial caving; it was successfully omitted from the remainder of the footprint to reduce development costs. A haulage level where haul trucks are loaded from chutes at the bottom of the ore passes is located 20 m below the B3 extraction level.
| 13.4.4 | C-Zone |
|---|
The C-Zone extraction level is located approximately 390 m below the B3 extraction level and 1,150 m below surface. The footprint of the C-Zone measures approximately 460 x 120 m for an area of approximately 55,000 m^2^. Development of the dual decline from the B3 area to the C-Zone commenced in 2019 and reached the C-Zone footprint in the second quarter of 2022. Undercut blasting commenced in mid-2023 and the first C-Zone drawbell was blasted in October 2023. Coeur achieved commercial production at C-Zone in the fourth quarter of 2024, with the materials handling system coming online and the cave footprint reaching the targeted empirical hydraulic radius for self-cave propagation.
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Following the success of the reduced apex level at the B3 cave, the apex level was omitted from the C-Zone design, eliminating approximately 2,000 m of development originally planned in the feasibility study design.
The undercut level is 20 m above the extraction level; it includes 18 undercutting drives that are designed to sit directly above the 18 lines of the drawbells on the extraction level. The southern end of each undercut drive includes a wider section for the purpose of slot blasting. The undercut level features two ore passes connecting down to the haulage level and one temporary vent raise to the extraction level.
The extraction level has seven transverse crosscuts, 91 designed drawbells, and a total of 177 drawpoints arranged in a herringbone layout with a drawbell spacing of 18.0 x 27.0 m. The north–south alignment of the strike drives allows for targeting of the ore contact on the south border of the cave, and provides increased flexibility and improved automation capability. The extraction level has four access drives that connect the extraction footwall drive to the main C-Zone footwall drive, itself located to the north of the footprint. The extraction footwall drive features seven ore-passes and one ventilation raise that each connect to the haulage level below.
The haulage level is located north of the cave footprint and 25 m below the extraction level. The haulage level contains the gyratory crusher in the center of the level, multiple large muck storage areas, battery bays on either side of the level, and a motor room access drive. The level has three accesses to the main C-Zone footwall drive as well as seven ore passes and two ventilation raises connecting to levels above and below.
The ventilation level lies 20 m below the extraction level and runs east–west across the footprint, with 17 ventilation raises connecting up to the southern ends of the 17 extraction crosscuts.
The dewatering level is located at the lowest elevation of the C-Zone level and connects to the bottom of the conveyor declines. This level includes a ventilation raise up to the haulage level, the C-Zone conical sumps, and the main dewatering infrastructure.
| 13.4.5 | East Extension |
|---|
The East Extension is located 120 m east of the C-Zone block cave, and 150 m above the C-Zone extraction level. East Extension mineral reserves extend approximately 200 m vertically and 140 m along strike. The current design has 10 levels, spaced at 20 m vertical intervals, with ramp access from the east. Each level has a single or second parallel ore drive running east–west, with dimensions of 5.0 m wide x 5.0 m high.
There are 114 stopes designed in three panels to optimize scoop productivity; the panels are separated by 5 m thick sill pillars. Based on geotechnical core data and stope stability analysis, stopes were designed with dimensions of 14 m long x 20 m high and a width up to 20 m. Stoping is sequenced bottom-up within each panel and retreats eastward to the ramp access on each level. After the ore is mucked out, stopes will be backfilled using a combination of rockfill and cemented rockfill. Cemented rock fill will be mixed within designated mixing sumps at a target cement content of 7%. Other potential options for cemented rock fill mixing are being investigated using a mobile mixer. Material testing of the cemented rock fill may allow for adjustments to the cement content.
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Development of the East Extension ramp is scheduled to commence in 2028, and ore production is planned to take place concurrently with production from the C-Zone block cave from 2028–2032.
| 13.5 | Materials Handling |
|---|
The materials handling system consists of ore passes, underground crushers, a conveyor system to surface, and underground truck haulage.
| 13.5.1 | B3 Cave |
|---|
At the B3 cave, LHDs muck and tram the ore from the drawpoints to ore passes on the extraction level. B3 ore passes are 34.5 m high with a storage capacity of approximately 950 t. Ore is then hauled up-ramp to the Lift 1 gyratory crusher using 45 and 50 t articulated dump trucks, for a one-way haulage distance of approximately 1,400 m. No mineral reserve is estimated for the B3 cave (see discussion in Chapter 13.9).
| 13.5.2 | C-Zone |
|---|
C-Zone ore passes transfer broken ore from both undercut and extraction levels to the haulage level. Extraction-level ore passes are spaced such that the maximum tram distance from any drawpoint is ≤150 m. Grizzlies are installed on the ore passes to size material prior to crushing, and oversized material is either handled at the drawpoint or in a remuck with a mobile rock breaker. The ore passes link the undercut level and extraction level to the haulage level.
Development waste is handled through the same production ore passes but separately, using strict procedures and communication between extraction- and haulage-level workers. A waste storage bay on the haulage level is used to stockpile waste for batch crushing and conveying. All ore and waste is transported to surface via the crushing and conveying system. The system consists of two FLSmidth 1,100 x 1,800 mm gyratory crushers, located on the Lift 1 and C-Zone haulage levels. The C-Zone crusher is located outside of the anticipated cave-induced abutment stress zone.
Trucks and LHDs dump directly into the gyratory crushers; both crushers have two dump points to increase dumping efficiency and shorten cycle times. Each crusher is equipped with a remotely controlled rock breaker. Below the crushers are 800 t surge bins that feed crushed material onto the conveyor belt system. The two gyratory crushers can feed the conveyor system simultaneously by adjusting their respective apron feeder speeds at the bottom of the ore bins.
The Lift 1 conveyor system consists of five conveyors and transfer stations to surface. The C-Zone conveyor system consists of four conveyors and transfer stations, tying into the Lift 1 conveyor system at its first transfer station. Conveyors are suspended from the back of the conveyor declines to allow vehicle traffic underneath. The entire materials handling system is controlled by one operator from a control cab at the crusher and two employees who perform system checks and empty the tramp steel bin. The system is also equipped to run remotely on surface from the Integrated Operations Centre.
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A jaw crusher installed during Lift 1 mine development is available as a back-up crusher and has a capacity of 6,700 t/d. Additionally, an MMD GPHC Ltd. 625 mineral sizer was installed as a temporary crusher in the C-Zone conveyor decline to improve material handling efficiency during development and construction of C-Zone and is now moved to a permanent location to additionally reduce material size and optimize mill grinding efficiency and metal recovery at full production from C-Zone.
The peak conveyor capacity is 1,200 t/h, although an average operating rate of 1,000 t/h is typical. Through shift change, the conveyor system is operated remotely from the Integrated Operations Center providing an extra hour of conveying. Once the belts are emptied, the system can be shut down to conserve energy.
| 13.5.3 | East Extension |
|---|
East Extension materials handling will be managed by trucking ore from the stopes to the primary crusher location on C-Zone. Remote-enabled 15 t LHDs are planned for East Extension production, with 50 t haul trucks for material movement to the crusher. The average haul distance for trucks from the level will be approximately 2,000 m from level to crusher, down a 13% ramp.
| 13.6 | Underground Infrastructure |
|---|---|
| 13.6.1 | Maintenance and Workshops |
| --- | --- |
All maintenance work can be performed underground in the 2,500 m^2^ maintenance shop. The main shop consists of one high-bay equipped with a 40 t overhead crane, three smaller bays, one welding bay, one parts storage bay, and an access drift. Up to six underground haul trucks can be worked on simultaneously in the large high bay. Oil and grease are stored in an adjacent bay equipped with a fire door and pumped throughout the shop to dispensing racks.
A second underground maintenance shop is under development for C-Zone, with construction scheduled for completion in 2026. It will consist of one high bay equipped with a 20 t overhead crane, three smaller maintenance bays, a lunch/office room, a warehouse, an electrical room, tool and storage rooms, and a lube room.
Battery charging bays are in select locations across Lift 1, B3 and C-Zone to support the battery electric fleet. Battery charging bays are typically equipped with 2 t back-mounted monorails and can hold four batteries at a time for charging. Small auxiliary service bays on the B3 and C-Zone levels currently accommodate minor equipment repairs.
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| 13.6.2 | Fuel Bay |
| --- | --- |
A single underground fuel bay is located adjacent to the lift 1 haulage level, with two satellite fuel bays located on the B3 footwall and C-Zone decline. The fuel bay contains two 5,000 L fuel tanks each mounted on a cassette-style mobile platform. The fuel tanks are placed inside a containment area equipped with an automatic fire door. Once per day, the fuel cassette is loaded onto a multi-purpose cassette carrier and driven to surface to be filled. In addition to fuel, the fuel bay stores grease, washer fluid, and other supplies needed for equipment maintenance.
| 13.6.3 | Batch Plant |
|---|
All concrete and shotcrete products used underground are produced at the on-site batch plant. The truck-mix-style plant can produce over 80 m^3^ of product per shift. Control of the plant is through a dedicated system that has pre-programmed recipes for each product required. Shotcrete and concrete products are delivered via 4 or 6 m^3^ underground transmixers.
| 13.6.4 | Refuge Stations |
|---|
Underground refuge stations are provided throughout the mine to safeguard personnel during emergencies. Coeur uses a combination of permanent constructed refuge chambers within each block cave production footprint, and semi-portable containerized refuge stations elsewhere.
| 13.6.5 | Utility and Fire Water |
|---|
Fresh water from Kamloops Lake is provided to the underground mine for both utility and fire water use. Underground water supply is via a 6-inch (approximately 15 cm) steel pipeline suspended from the back of the main conveyor declines and distributed throughout the mine. The crushers and conveyor systems and primary underground maintenance shops are outfitted with fire detection and sprinkler suppression systems.
| 13.6.6 | Compressed Air and Electricity |
|---|
Compressed air is run throughout the mine and is supplied by compressors located near the portal. Smaller auxiliary compressors installed underground provide additional compressed air locally for high-use applications. Electrical power is reticulated through the mine at 13.8 kV via a ring main system. Permanent and portable underground substations step power down to 600 V for service equipment.
| 13.6.7 | Communications |
|---|
The mine site runs an extensive communication system that comprises a fiber-optic network, two-way Tetra radio system and wi-fi. This configuration enables services such as process control, automated LHD operations, business data, seismic monitoring, closed circuit television, security access, and fire alarm network, private long-term evolution network on surface and underground, and two-way voice communication.
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| 13.7 | Ventilation |
| --- | --- |
The current ventilation layout is a push–pull system with six ventilation raises to surface: three intake raises and three exhaust raises. The intake raises (VR5, VR6, and VR7) are fitted with 800 hp axial fans. The exhaust shafts (VR2, VR3, and VR4) are fitted with 600 hp axial fans. The main conveyor portal also exhausts air from the mine, as shown in Figure 13‑1.
The three intake raises supply approximately 1,150,000 cfm of fresh air to the top of the access decline, where air is split into two sections, with approximately 600,000 cfm directed down the access decline and 550,000 cfm directed down the fresh air intake. The conveyor decline exhausts approximately 250,000 cfm from the mine with the remainder flowing through the exhaust raises. Primary air flows are monitored and tracked via the on-site distributed control system.
Development faces and temporary access areas (such as the undercut level) are ventilated using auxiliary fans with ventilation ducting, while major production areas (such as the extraction levels) are ventilated using either flow- through ventilation or via a fan in a bulkhead design.
The B3 cave ventilation circuit feeds from and exhausts into the existing mine ventilation circuit. B3 has fresh air delivered to the working area via the B3 cave access ramp. The lower portion of the haulage ramp where trucks are loaded will be fed from a fan and ducting. The air then flows into the footwall drive. Flow continues to the west side of the B3 cave footprint where it then flows east across the extraction strike drives. The air from the B3 cave extraction then exhausts up two vertical raises on the eastern side of the footprint to the existing mine return air circuit.
Ventilation to the C-Zone is supplied through a push-pull system, using the same main surface fans currently supplying air to Lift 1 and B3, as well as booster fans in the C-Zone exhaust air path. Fresh air enters the footwall drive from the Lift 1 access decline via a 4.0 m diameter vertical raise from the top of the C-Zone decline. It then flows through the extraction crosscut drives before entering the return air circuit. Fresh air is provided to the undercut level using auxiliary fans and flexible ducting from the footwall drive. Fresh air to the haulage level flows through each haulage leg from the footwall drive and travel to the extraction level to be exhausted into the return air circuit. The conveyor drives and a second 4.0 m diameter raise exhausts all the air up to the Lift 1 return air circuit, which exhausts the air out of the mine.
The East Extension is estimated to require 275 kcfm of airflow. During development, 135 kcfm will be provided to the upper and lower ramp by two 200 hp fans in parallel. Once the main access ramp is connected, 275 kcfm will be redirected from the C-Zone to flow through the East Extension.
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| Figure 13‑1: | Ventilation Schematic |
| --- | --- |

Note: Figure prepared by Coeur, 2026.
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| 13.8 | Blasting and Explosives |
| --- | --- |
Three explosives magazines are located on site: two on surface, and two underground. The surface magazines hold ammonium nitrate fuel oil (ANFO), bulk emulsion, and caps and boosters. Development mining explosives and production explosives are held in separate areas. The underground magazine has four separate bays, capable of holding all types of explosives. Deliveries are received weekly and placed in the appropriate storage area.
| 13.9 | Production Schedule |
|---|
The LOM plan is based on the C-Zone block cave, and longitudinal stoping at the East Extension.
Mining of the B3 block cave is expected to be completed in Q1 2026. Material is continuing to be drawn from the B3 cave from outside the stated proven and probable mineral reserves. This material is unclassified and is not included in the mineral reserve estimates. Draw will cease from the B3 cave at such a time as the observed grades become uneconomical or the approaching C-Zone cave induces safety risks.
C-Zone mining production is expected to ramp up to approximately 5.4 Mt of ore in 2026 and 5.4–6.0 Mt/a from 2026–2032. In periods when the mining rate exceeds the processing rate, intermediate-grade ore will be stockpiled on surface until it can be processed.
Development of the East Extension access ramp is scheduled to start from the top and bottom in 2028, and the first ore from East Extension is expected in 2028. From 2028–2031, the East Extension is expected to provide approximately 500 t/d of high-grade supplementary mill feed.
With the ramping up of C-Zone block cave, the processing rate is planned to increase from an average of 13,750 t/od at the start of 2026 to full capacity of approximately 16,000 t/d by the end of 2026. These processing rates were achieved in the past during mining of the Lift 1 block caves. Feed grades are planned to increase as C-Zone caving advances into the core of the deposit, peaking in 2027 and 2028.
The current mine life is to 2032, based on the production plan shown in Table 13‑1. A cross-section through the mine showing the final mine layout was provided in Figure 12‑1.
| 13.10 | Equipment |
|---|
The required mobile mining equipment to support current block cave production and C-Zone development is in place. Mining activities are carried out by Coeur personnel using Owner equipment. Mining contractors can be employed if required; this is mostly to support C-Zone cave construction. The purchase of additional mining equipment is included in the LOM plan to facilitate the C-Zone production ramp up and mining of the East Extension zone.
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| Table 13‑1: | LOM Production Plan | ||||||||
| --- | --- | ||||||||
| Item | Units | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Underground Mining | |||||||||
| B3 ore tonnes mined | kt | — | — | — | — | — | — | — | — |
| C-Zone ore tonnes mined | kt | 5,705 | 6,112 | 5,780 | 5,520 | 5,628 | 5,650 | 817 | 35,212 |
| East Extension ore tonnes mined | kt | — | — | 120 | 360 | 252 | 230 | — | 962 |
| Total ore tonnes mined | kt | 5,705 | 6,112 | 5,900 | 5,880 | 5,880 | 5,880 | 817 | 36,174 |
| Lateral development | m | 357 | — | 4,183 | 1,689 | — | — | — | 6,229 |
| Vertical development | m | 116 | — | — | — | — | — | — | 116 |
| Processing | |||||||||
| Ore processed | kt | 5,641 | 5,993 | 5,966 | 5,942 | 5,877 | 5,844 | 913 | 36,176 |
| Gold feed grade | g/t | 0.68 | 0.81 | 0.83 | 0.74 | 0.58 | 0.42 | 0.31 | 0.67 |
| Copper feed grade | % | 0.79 | 0.88 | 0.89 | 0.80 | 0.64 | 0.49 | 0.35 | 0.74 |
| Silver feed grade | g/t | 1.87 | 2.13 | 2.08 | 2.01 | 1.57 | 1.27 | 0.80 | 1.79 |
| Gold recovery | % | 83.8 | 84.6 | 84.9 | 84.6 | 82.9 | 81.6 | 80.4 | 83.72 |
| Copper recovery | % | 87.9 | 88.9 | 89.3 | 89.0 | 87.7 | 86.9 | 86.3 | 88.28 |
| Silver recovery | % | 74.9 | 75.5 | 75.9 | 75.3 | 73.6 | 72.6 | 69.8 | 74.48 |
| Gold production | koz | 104.13 | 132.17 | 134.36 | 120.24 | 90.15 | 64.93 | 7.34 | 653.32 |
| Copper production | Mlb | 87.40 | 103.64 | 104.00 | 93.33 | 72.63 | 54.73 | 6.17 | 521.90 |
| Silver production | koz | 256.74 | 309.46 | 302.57 | 288.78 | 217.80 | 173.24 | 16.48 | 1,565 |
When the C-Zone block cave is in full production, ten diesel LHDs (Sandvik LH410) will operate on the extraction level to muck and tram ore from the drawpoints to the ore passes. These LHDs will have the capability to be automated. In addition, five CAT R1300G LHDs will support the fleet in smaller tunnels.
On the C-Zone haulage level, four large battery-electric LHDs (Sandvik LH518iB) will be used for tramming the ore from the bottom of the ore passes to the C-Zone gyratory crusher.
East Extension mining will require three LHDs and two trucks during production. The levels will have two remucks located within 40 m of the main access ramp to be used as mixing bays and truck loading areas. Along the main access ramp, remucks will be spaced every 150 m to facilitate development. The development fleet for East Extension will include four jumbos, five bolters, four scissor lifts, two ANFO loaders, four LHDs, and three trucks.
Following completion of B3 mining, and C-Zone development, existing mining equipment will be transferred to the East Extension. This includes haul trucks, drill jumbos, bolters, shotcrete sprayers, production drills, an ANFO loader, and transmixers. The LOM plan includes the purchase of four LHDs, an additional haul truck, and an additional ANFO loader.
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A list of the major mobile mining equipment, showing the current fleet and additional requirements to achieve the LOM plan, is provided in Table 13‑2.
| 13.11 | Personnel |
|---|
As of the end of 2025, the workforce totaled 652 employees, 81% of which (527 employees) were hired from the Kamloops region. A total of 169 of New Afton employees identify as Indigenous (26% of the workforce) and 38 are SSN members (6% of the workforce). This does not include fixed-term contracts, part-time employees and includes active and inactive employees.
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| Table 13‑2: | Key Equipment List | ||
| --- | --- | ||
| Type | Model | Current Quantity<br><br> <br>(Dec 2025) | Additional LOM Requirements |
| --- | --- | --- | --- |
| Drill jumbo | Sandvik two boom | 4 | — |
| Rock bolter | Sandvik bolters | 8 | — |
| LHD | Sandvik LH410 | 10 | — |
| LHD | Sandvik LH518iB | 4 | — |
| LHD | CAT R1600 | 6 | — |
| LHD | Large diesel LHDs (15t +) | 6 | 2 |
| LHD | CAT1300 | 3 | 2 |
| Truck | CAT AD45 | 4 | 1 |
| Long hole drill | Sandvik DL 420 & 430 | 4 | — |
| Explosives | Emulsion & ANFO loaders | 2 | 1 |
| Concrete mixer | Transmixers | 8 | — |
| Shotcrete | Normet & Macleans prayers | 4 | — |
| Utility | Scissor deck, boom truck & other | 15 | — |
| Utility | Maclean blockholer | 1 | 1 |
| Utility | CAT skid steer | 5 | — |
| Utility | CAT 120/140 M grader | 2 | — |
| Utility | CAT TH407 / TL943 telehandler | 7 | — |
| Utility | CAT 930G IT loader | 4 | — |
| Utility | MineMaster tractor | 3 | — |
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| 14.0 | RECOVERY METHODS |
| --- | --- |
| 14.1 | Process Method Selection |
| --- | --- |
The process plant design is conventional and has no novel parameters. The plant design was based on the testwork discussed in Chapter 13. Optimization activities completed since plant startup in 2012 have assisted in increasing capacities and efficiencies.
The processing flowsheet consists of conventional crushing and grinding circuits, a flotation circuit, and a gravity circuit to produce a copper–gold concentrate. Run-of-mine ore is crushed at the two underground gyratory crushers and underground sizer (C-Zone only) and transported via conveyor belts to the crushed ore stockpile on surface.
| 14.2 | Flowsheet |
|---|
A flow diagram for the process plant (excluding the underground crush-convey system) is provided in Figure 14‑1.
| 14.3 | Throughput |
|---|
In 2025, the New Afton Mine processed 46.06 Mt with average metallurgical recoveries of 85.65% for gold, 89.24% for copper, and 75.35% for silver, including a small amount through ore purchase agreements. The processing plant throughput is currently limited by mine production and, with C-Zone ramping up over the next few years, the New Afton Mine intends to take advantage of the existing processing capacity at the mill to process up to 16,400 t/d.
| 14.4 | Plant Design |
|---|---|
| 14.4.1 | Crushing |
| --- | --- |
Run-of-mine ore is crushed to minus 150 mm through one of two 1,100 x 1,800 mm FLSmidth gyratory crushers located underground at the Lift 1 and C-Zone cave haulage levels. In the case of C-Zone, a secondary stage of crushing is performed by an MMD S625 sizer to produce minus 75 mm feed for the processing plant. The ore is then transported to surface via conveyor belts. Ore is discharged onto a 120,000 wmt crushed ore stockpile.
Waste and low-grade ore are diverted from the mill feed to the WRSFs and low-grade stockpile, respectively.
| Date: December 31, 2025 | Page 14-1 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Figure 14‑1: | Process Flowsheet |
| --- | --- |

Note: Figure prepared by Coeur, 2026.
| Date: December 31, 2025 | Page 14-2 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 14.4.2 | Grinding |
| --- | --- |
Located beneath the crushed ore stockpile, two 1.8 x 11 m apron feeders regulate the flow of ore onto the SAG mill feed conveyor. The SAG mill is an 8.5 m diameter x 4 m long Farnell-Thompson mill, driven by a 5,220 kW GE motor with a variable speed drive. The SAG mill discharge is screened over a 2.4 x 6.1 m Deister double-deck screen with 7 x 28 mm apertures on the lower deck. The screen-deck was upgraded from single to double deck in 2015. Both the upper and lower deck oversize are recycled to the SAG mill-feed conveyor, with the option of crushing this recycle stream using an FLSmidth XL600 Raptor cone crusher.
Secondary grinding is accomplished using a 5.5 m diameter x 9.8 m long Farnell-Thompson fixed-speed ball mill driven by a 5,220 kW motor, in closed circuit with seven (five operating) Krebs GMax-26 hydrocyclones.
Approximately 7% of the cyclone feed can be diverted to a Gekko inline pressure jig and magnetic separation circuit for native copper and gold recovery and magnetite rejection, with concentrate reporting to the concentrate thickener. While still available, the jig circuit is not currently in use for B3 and C-Zone processing due to the primary hypogene mineralization. Approximately 8% of the cyclone feed reports to a Metso Skim- Air 500 flash flotation cell with concentrate reporting to the regrind circuit, the fine tails reporting to the ball mill cyclone feed pump-box and the coarse tails reporting to the ball mill feed. The cyclone overflow reports to the tertiary circuit.
The tertiary grinding circuit was added in 2015. Tertiary grinding is accomplished using a Metso Vertimill 3000 in closed circuit with seven (five or six operating) Krebs GMax-26 hydrocyclones. The tertiary cyclone overflow reports to the rougher flotation cells. Approximately 10% of the tertiary cyclone feed can be diverted to a continuous CVD42 Knelson concentrator for native copper and gold recovery with concentrate reporting to the cleaner inline pressure jig feed. While still available, the CVD42 circuit is not currently in use for B3 and C-Zone processing due to the primary hypogene mineralization. Both the SAG and ball mill circuit control is supported with an expert control system.
| 14.4.3 | Flotation |
|---|
The tertiary grinding cyclone overflow flows by gravity into the rougher flotation circuit, which consists of two staged flotation reactor cells in series followed by six 100 m3 flotation tank cells in series. The two staged flotation reactor cells were commissioned in 2017. The concentrate from the rougher flotation cells is collected in launders and flows by gravity to the regrind circuit; the tailings from the final rougher cell is discharged into the tailings pump-box.
The regrind circuit grinds the flash and rougher flotation concentrates, decreasing the particle size to 80% passing 35 μm to 40 μm prior to upgrading in the cleaner flotation cells. The regrind circuit consists of a 932 kW Vertimill in closed circuit with the regrind cyclopac. The regrind cyclopac consists of six (five operating) Krebs GMax-15 hydrocyclones.
The underflow stream from two of the operating regrind cyclones is processed through two XD-40 Knelson concentrators to recover liberated gold from the regrind circuit. The Knelson concentrate discharges to the final concentrate pump-box, where it is pumped to the concentrate thickener. The Knelson concentrator tailings are discharged back to the regrind cyclone feed pump-box. The regrind cyclone overflow discharges to the cleaner flotation circuit and the tailings flow to cleaner scavenger flotation. Cleaner scavenger tailings report to the tailings pump-box.
| Date: December 31, 2025 | Page 14-3 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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Three staged flotation reactor cells were added to the head of cleaner flotation in 2015 to increase cleaner flotation capacity. The concentrate from these three cells is combined with the inline pressure jig final concentrate (when operating), Jameson concentrate, and regrind Knelson concentrates to produce the final bulk copper–gold–silver concentrate for dewatering.
| 14.4.4 | Dewatering |
|---|
The final concentrate is pumped to the concentrate thickener which achieves an underflow slurry density of approximately 55% solids. The slurry is pumped to an agitated tank and subsequently pumped into one of the two filter presses, where it is dewatered to approximately 8% moisture.
The dewatered concentrate is discharged from the filter presses directly into the concentrate storage shed, before truck transportation to either the DP World Fraser Surrey Docks (DP World) container port for ocean shipment to a smelter, or to the Ashcroft terminal for transportation by rail to a smelter in Quebec.
In the case of DP World, concentrate is loaded into containers (two per truck) at the New Afton shed. These containers are stored at the port then emptied into the bulk hold of the ship. Empty containers are returned to site for reloading.
In the case of Ashcroft, the concentrate is loaded into side-dump trucks at the New Afton shed then stored in stockpiles at the Ashcroft terminal before loading into railcars.
| 14.4.5 | Tailings |
|---|
The rougher and cleaner-scavenger flotation tailings are combined in the mill and pumped to the thickened and amended tailings plant which includes a 45m Metso paste thickener. The slurry discharges to the thickener feed tank. Flocculant is added at the feed tank and/or the thickener feedwell. The slurry exits the bottom of the feedwell into the thickener and is separated into two streams: supernatant thickener overflow and sedimented thickener underflow. The thickener underflow solids concentration is typically maintained in the 61–65 wt% solids range.
The thickener underflow is pumped out from the bottom of the thickener using a centrifugal pump. The pump discharges to a distribution header which splits the flow equally between the operating cement mixing and tailings pump trains. There are two operating pump trains and one on standby. Each pump train consists of a paste mixer, a pump-box, a centrifugal charge pump and a high-pressure positive displacement pump. The positive displacement pumps discharge into a combined line, with the deposition location(s) controlled at a valve yard close to the TSF. Tailings can be discharged to the New Afton TSF or at one of four spigot points along the Afton Pit TSF.
The thickener overflow exits at the top of the thickener via a weir into a collection launder. The launder discharges to a pipe which feeds the thickener overflow pump-box. The water is returned to the mill process water system to maintain the mill operational water balance. Anti-scalant is added to control calcium carbonate buildup resulting from lime addition in the process plant and the relatively high temperature of the recirculating process water.
| Date: December 31, 2025 | Page 14-4 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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Thickening the tailings reduces the amount of water placed in the Afton Pit TSF and ultimately reduces the amount of water that will percolate into the underground workings. The cement amendment process transitions the tailings from a fluid-like state to a soft-soil-like state within seven days of placement. This control guards against tailings exfiltration through the broken cave-material associated with the Lift 1 East Block cave.
The TSF facilities are discussed in Chapter 15.
| 14.5 | Equipment Sizing |
|---|
The major equipment used in the process includes:
| • | SAG mill; Farnell-Thompson 8.5 x 4.0 m; 5220 kW; variable speed; |
|---|---|
| • | Cone crusher; FLSmidth Raptor XL600; 447 kW; |
| --- | --- |
| • | Ball mill; Farnell-Thompson 5.5 x 9.8m; 5220 kW; |
| --- | --- |
| • | Tertiary mill; Metso VTM3000; 2,237 kW; |
| --- | --- |
| • | Regrind mill; Svedala VTM1250; 932 kW; |
| --- | --- |
| • | Ball mill cyclones; Krebs 7 x 66 cm gMax; |
| --- | --- |
| • | Tertiary cyclones; Krebs 7 x 66 cm gMax; |
| --- | --- |
| • | Regrind cyclones; Krebs 6 x 38 cm gMax; |
| --- | --- |
| • | Flotation recovery units: |
| --- | --- |
| o | 1 x Metso SkimAir 500; |
| --- | --- |
| o | 5 x Woodgrove staged flotation reactors (two in rougher and three in cleaner circuit); |
| --- | --- |
| o | 6 x Metso TC 100; |
| --- | --- |
| o | 7 x Metso TC 20; |
| --- | --- |
| o | 5 x Metso TC 5; |
| --- | --- |
| • | Gravity recovery units: |
| --- | --- |
| o | 2 x Knelson XD40 batch concentrators; |
| --- | --- |
| o | 1 x Knelson CVD42; |
| --- | --- |
| o | 2 x Gekko inline pressure jigs; |
| --- | --- |
| • | Concentrate thickener; Metso:Outotec 18 m high rate thickener; |
| --- | --- |
| • | Concentrate filter; 2 x IPM MCFH filter presses; |
| --- | --- |
| Date: December 31, 2025 | Page 14-5 |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| • | Tailings thickener; Metso 45 m paste thickener; |
| --- | --- |
| • | Metso Courier 6X SL on-stream analyzer and PSI 300 particle size analyzer; |
| --- | --- |
| • | Delta V distributed control system. |
| --- | --- |
| 14.6 | Power and Consumables |
| --- | --- |
| 14.6.1.1 | Power |
| --- | --- |
Most of the power consumption at the mill occurs in the grinding circuit. With a SAG mill that requires an average of 4.5 MW, a ball mill requiring an average of 5.45 MW, a tertiary mill requiring an average of 2.1 MW and a regrind mill requiring an average of 0.45 MW, an average consumption of 105,000 MWh per annum is needed to grind the ore to the optimal grind size for flotation and gravity separation.
| 14.6.1.2 | Water |
|---|
Water drawn from Kamloops Lake is used for applications requiring fresh rather than reclaimed water, as well as to make up any deficit in the site water balance. Water is periodically reclaimed from the pond generated by consolidating tailings in the New Afton TSF as required to maintain a low water inventory and transported via the Pothook TSF for use as mill process water. The dewatering system for the underground mine is also used as mill process water. The majority of mill process water is currently reclaimed from the tailings thickener overflow. Minor sources of process water include the Historical Afton TSF wells and the dewatering system for the Afton Pit TSF.
| 14.6.2 | Consumables |
|---|
The major consumables used in processing include cement, grinding media, lime, collector (potassium amyl xanthate), and frother.
| 14.6.3 | Personnel |
|---|
The personnel requirements for the LOM average is 75 personnel within the Processing department including the surface, tailings, metallurgy, and assay laboratory areas.
| Date: December 31, 2025 | Page 14-6 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 15.0 | INFRASTRUCTURE |
| --- | --- |
| 15.1 | Introduction |
| --- | --- |
The New Afton Mine is in operation and has all the required infrastructure to support the operation. A plan of the mine site is shown in Figure 15‑1.
| 15.2 | Surface Buildings and Facilities |
|---|
The following administration and technical offices, as well as operations and maintenance facilities support the New Afton operations:
| • | Security and first aid buildings equipped with an ambulance. First aid personnel are available full-time at the mine; |
|---|---|
| • | Emergency services building, equipped with two fire engines and mine rescue equipment. Mine rescue personnel are available full-time at the mine; |
| --- | --- |
| • | Ore concentrator (mill) building; |
| --- | --- |
| • | Assay laboratory; |
| --- | --- |
| • | Thickened and amended tailings plant; |
| --- | --- |
| • | Millwright shop, mobile maintenance shop, and tire shop; |
| --- | --- |
| • | Warehouse buildings and laydowns; |
| --- | --- |
| • | Integrated operations center that centralizes key mine planning, operations, and maintenance personnel; |
| --- | --- |
| • | Office buildings house the administration, mine operations and technical services, capital projects and i.t., safety/training, and environment/permitting departments; |
| --- | --- |
| • | Mine dry and contractor dry buildings; |
| --- | --- |
| • | Batch plant near the mine portal that produces the concrete and shotcrete required for mining operations; |
| --- | --- |
| • | Explosives magazines for ANFO, bulk emulsion, caps, and boosters; |
| --- | --- |
| • | Exploration and core cutting buildings; |
| --- | --- |
| • | Twinned 138 kV site transformers and substations; |
| --- | --- |
| • | Main surface ventilation fans and heaters; |
| --- | --- |
| • | Kamloops Lake pumphouse and pipeline. |
| --- | --- |
| Date: December 31, 2025 | Page 15-1 |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Figure 15‑1: | Infrastructure Layout Plan |
| --- | --- |

Note: TAT = thickened and amended tailings; APTSF = Afton Pit TSF; HATSF = historical Afton TSF; PTSF = Pothook TSF; NATSF = New Afton TSF.
| Date: December 31, 2025 | Page 15-2 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 15.3 | Roads and Logistics |
| --- | --- |
Mine access is discussed in Chapter 4.2. A paved road staffed with a security gate connects the highway to the mine offices. A network of roads on the site service the various mine facilities.
| 15.4 | Stockpiles |
|---|
Run-of-mine ore is discharged onto a 120,000 wmt stockpile. Two 1.8 m × 11 m apron feeders located beneath the crushed ore stockpile regulate ore flow onto the SAG mill feed conveyor.
During periods when mining rates exceed processing capacity, intermediate-grade ore may be stockpiled on surface for later processing.
Intermediate-grade C-Zone mineral reserves may also be segregated and stockpiled on surface using a diverter on the conveyor as it exits the underground portal. All stockpile locations and volumes are permitted and approved through end of mine.
| 15.5 | Waste Rock Storage Facilities |
|---|
Waste rock produced by block cave mining is deposited in the Afton Pit TSF or within designated block cave subsidence areas, both of which are classified as potentially acid generating (PAG) storage areas.
Several historical waste rock dumps developed from the Afton pit between 1974 and 1977 are located south and west of the pit and were covered and revegetated at mine closure in 1997 using glacial till and topsoil. Portions of these historical dumps have since been overlain by permitted tailings and dam infrastructure, and an additional historical waste rock pile located northwest of the historical Afton TSF was also reclaimed in 1997.
Select historical waste rock is reused as construction material where appropriate, and all excavated waste rock is geochemically characterized in accordance with the site metals leaching/acid rock drainage (ML/ARD) management plan, with material exhibiting a neutralization potential ratio of <2.0 placed in the subsidence zone or co-deposited in the Afton Pit TSF.
| 15.6 | Tailings Storage Facilities |
|---|
There are four TSFs on the New Afton mine site:
| • | The Afton Pit TSF, which is the primary facility for LOM tailings deposition; |
|---|---|
| • | The New Afton TSF, which holds the Lift 1 and majority of B3 cave tailings; |
| --- | --- |
| • | The historical Afton TSF, which holds the tailings from the original Afton operation and is inactive; |
| --- | --- |
| • | The Pothook TSF, which acts as a site water reservoir, and currently does not receive any tailings. |
| --- | --- |
| Date: December 31, 2025 | Page 15-3 |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 15.6.1 | Afton Pit TSF |
| --- | --- |
The Afton Pit TSF is a historical open pit that was mined from 1977 to 1997 and is now used for storage of thickened and cement-amended tailings. An overview of the thickened and cement amended tailings plant is provided in Chapter 14.4.5. Tailings have been deposited into the Afton Pit TSF since late-2022; commencing after Lift 1 caving activities ceased. No active caving is currently occurring vertically underneath areas of thickened and cement-amended tailings deposition to reduce the risks of fines and dilution entering the cave.
The thickened and cement amended tailings are currently discharged into the Afton Pit TSF from three discharge points along the west side of the pit rim, and from a fourth deposition point on the southeast side of the pit rim. The overall deposition objective is to form a tailings surface that slopes to the northeast to maintain potential surface ponding away from the B3 and C-Zone cave footprints and to direct surface drainage towards the water reclaim infrastructure situated along the Afton Pit TSF access road.
As at December 31, 2025, 8.8 Mt were deposited into the Afton Pit TSF. The current LOM plan is to deposit 44 Mt in the facility, which will use approximately 55-60% of the total Afton Pit TSF storage capacity. The total open volume below the pit rim is 72 Mt and subsidence is expected to generate an additional 6.5 Mt capacity around the pit area. The final allocated amount that can be deposited in the Afton Pit TSF depends on the density of the tailings (assumed 1.3 t/m^3^) and how C-Zone subsidence ultimately affects the Afton Pit TSF geometry.
| 15.6.2 | New Afton TSF |
|---|
The New Afton TSF is located approximately 1 km south of the Afton Pit TSF. Containment is provided by natural topography and five dams (A, B, C, South, and West dams). The starter dams were initially constructed in 2011, and the facility was raised annually until 2021. Full time tailings deposition ceased in 2022, when the Afton Pit TSF came online.
The facility partially overlies a historical WRSF that is up to 70 m thick and covered by a geomembrane liner. Seepage through the dams and runoff from the downstream shells is collected using ditches and water management ponds located downstream of each dam.
Block cave induced subsidence is expected to affect a portion of the facility. To control the risk of tailings release, a stabilization program was developed. The New Afton TSF has nominal remaining capacity of approximately 2 Mt, however there are no plans to actively deposit in this facility to align with the overall stabilization objectives although small volumes of tailings may be placed throughout the life of mine to support water management and closure grading activities.
| 15.6.3 | Historical Afton TSF |
|---|
Containment at the historical Afton TSF is provided by two rockfill dams constructed with till cores (the East and West dams) and by natural topography formed of glacial sediments and bedrock. Portions of the downstream slope of the East Dam are partially buried under waste rock placed during historical operations. Block cave induced subsidence is expected to affect a portion of the facility. To control the risk of tailings release, a stabilization program was developed.
| Date: December 31, 2025 | Page 15-4 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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The impoundment contains an estimated 37 Mt of tailings that were hydraulically deposited from spigots on the north side of the impoundment.
| 15.6.4 | Pothook TSF |
|---|
The facility is located approximately 200 m northeast of the New Afton TSF and is used as a water storage reservoir with a capacity of approximately 300,000 m³. No additional tailings deposition is planned to reserve this capacity to store excess stormwater volumes and to buffer water volumes required to support processing operations. Storage containment is provided by one dam (Pothook TSF dam) and by natural topography that was modified by historical mining of the Pothook open pit.
No tailings deposition is expected until site closure, when tailings deposition may be used to support desired surface grading activities. The Pothook TSF currently acts as a water reservoir for site requirements. Water is transferred from the New Afton TSF to the Pothook TSF where it is then reclaimed for milling process via a reclaim intake located near the right abutment at the north side of the facility. Water transfer from the New Afton TSF pond, including discharge from the New Afton TSF stabilization dewatering wells, report to the south end of the Pothook TSF.
| 15.6.5 | Tailings Facility Stabilization |
|---|
C-Zone caving induced subsidence is projected to overlap with Dam C of the New Afton TSF and East Dam of the historical Afton TSF. The projected ground movement from the block cave is well understood, this has led to the successful development of monitoring and stabilization plans during the Lift 1 and B3 cave mining for the New Afton TSF and historical Afton TSF. Stabilization strategies for both the New Afton TSF and historical Afton TSF include pond removal, dewatering/depressurization of the in-situ tailings, and consolidation of in situ tailings before mining induced subsidence is expected to affect the facilities.
The historical Afton TSF stabilization objectives were achieved, and no additional mitigation plan is necessary at the Report date. The New Afton TSF stabilization activities are materially completed and will receive verification from the Engineer of Record by the 2026 target date, which is approximately two years earlier than the forecast C-Zone mining-induced subsidence is expected to impact the New Afton TSF.
With respect to maintaining the stabilized state of these facilities, ongoing dewatering, deformation monitoring, and subsidence progression monitoring and forecasting continues to be a tailings management priority. Quantifiable performance objectives were set for each facility, and verifications are completed monthly to ensure objectives continue to be met.
| Date: December 31, 2025 | Page 15-5 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 15.6.6 | Monitoring |
| --- | --- |
Coeur has implemented a stringent subsidence monitoring and adaptive management plan during the stabilization and mining period to effectively manage risk. The stabilization program involves New Afton TSF and historical Afton TSF Engineers of Record, and additional consultant review, following industry best practices for worker safety and operations.
The New Afton TSF, historical Afton TSF and Afton Pit TSF and block cave induced subsidence is monitored/tracked through a combination of InSAR (a radar satellite imagery technique), drone-based photogrammetry, and a comprehensive suite of surface and subsurface geotechnical instrumentation.
Subsidence models and site observations are continually reviewed and used to confirm understanding of the timing of ground movements, and to verify that subsidence movement is projected to remain within the target stabilization areas of the affected facilities. The stabilization objectives are managed through quantifiable performance objectives and Trigger Action Response Plans, and are updated as new information becomes available.
| 15.6.7 | Performance Reviews |
|---|
All TSFs located within the New Afton Operations area undergo thorough review and oversight from qualified professionals including, at minimum, the following evaluations:
| • | Weekly inspections by trained surveillance inspectors; |
|---|---|
| • | Quarterly inspections from the New Afton Mine TSF Qualified Person. (The TSF Qualified Person is a required role under to the Health, Safety and Reclamation Code for Mines in British Columbia. This role is currently fulfilled by the New Afton Tailings and Surface Superintendent.) |
| --- | --- |
| • | Annual inspections from facility Engineers of Record; |
| --- | --- |
| • | Twice annual site and technical review from the Independent Tailings Review Board (ITRB); |
| --- | --- |
| • | Dam safety reviews performed every five years; |
| --- | --- |
| • | Third-party reviews as required by regulators. |
| --- | --- |
| 15.7 | Water Management |
| --- | --- |
The mine is characterized as having a net negative water balance (even in wet years); it relies on water pumped from Kamloops Lake to offset the water balance deficit.
Coeur has developed a Site Water Management and Monitoring Plan which addresses how water is managed during operation and closure; the most recent update was completed on November 14, 2023. This management plan covers physical water management on site, as well as monitoring of surface water to provide surveillance and early identification of potential off-site impacts or variations from predicted water quality values.
| Date: December 31, 2025 | Page 15-6 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
|---|
Tailings seepage water is collected surface water management ponds, in the mine workings, or via interception wells prior to entering the underground workings. The water collected from these locations is pumped to the mill process water stream. Pond water from ongoing consolidation in the New Afton TSF is also reclaimed for reuse in the mill.
Seepage water from the historical Afton TSF flows west from the northwestern portion of the facility to a seepage collection pond that maintains control of the water through evaporation and pump-back for processing.
The mine site potable water treatment plant provides water to washrooms, kitchens, change room showers, and sinks across the site. Bottled potable water is brought on-site for drinking.
| 15.8 | Water Supply |
|---|
Fresh water is drawn from Kamloops Lake and is used primarily for ore processing make-up water, as road dust suppressant, for vehicle wash-down, fire control, and drilling. The majority of mill process water is currently reclaimed from the tailings thickener overflow. Minor sources of process water include the Historical Afton TSF wells, the New Afton TSF wells, site dewatering wells, reclamation of consolidation water from the New Afton TSF, and the surface water reclaim system for the Afton Pit TSF.
Water balance modelling is used to track the inventory of water on site, as well as water consumption and water losses.
| 15.9 | Camps and Accommodation |
|---|
There is no onsite accommodation. Employees reside in adjacent communities.
| 15.10 | Power and Electrical |
|---|
Currently, BC Hydro supplies the mine with 49.5 MW of electrical power via a connection located between the Savona Substation and the Douglas Substation. This connection consists of a 138 kV overhead line terminal and approximately 1.1 km of 138 kV transmission line to the mine site substation.
A BC Hydro transmission upgrade was completed in 2024 to increase the site demand capacity from 34.5 MW to 49.5 MW to support C-Zone production, in addition to operation of the B3 block cave, new tailings thickener systems, water evaporators, and potential C-Zone fleet electrification. A new 40/53 MVA transformer and substation were installed at the mine in mid-2024, twinning the existing site substation to provide site power supply redundancy, energize the underground, and to provide capacity for battery electric equipment and future expansions.
| Date: December 31, 2025 | Page 15-7 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 16.0 | MARKET STUDIES AND CONTRACTS |
| --- | --- |
| 16.1 | Markets |
| --- | --- |
The New Afton Operations produce a high-quality clean copper concentrate with typical copper grade, high gold grades, payable silver credits, and relatively low impurity levels.
The current concentrate is readily marketable to any of several smelters or concentrate marketing firms. Smelting and refining terms are generally similar and include treatment charges and refining charges which are generally known, with penalty charges for contaminants such as arsenic and mercury in the concentrates. Penalty terms are generally more variable than the treatment and refining terms. Concentrates are typically sold through concentrate marketing firms, with long-term contracts that cover several years.
Coeur has established contracts and buyers for the concentrate products, and has an internal marketing group that monitors markets for its key products.
Together with public documents and analyst forecasts, these data support that there is a reasonable basis to assume that for the LOM plan, that the key products will be saleable at the assumed commodity pricing.
There are no agency relationships relevant to the marketing strategies used.
Product valuation is included in the economic analysis in Chapter 19, and is based on a combination of the metallurgical recovery, commodity pricing, and consideration of processing charges.
| 16.2 | Commodity Price Forecasts |
|---|
Coeur uses a combination of analysis of three-year rolling averages, long-term consensus pricing, and benchmarks to pricing used by industry peers over the past year, when considering long-term commodity price forecasts.
Higher metal prices are used for the mineral resource estimates to ensure the mineral reserves are a sub-set of, and not constrained by, the mineral resources, in accordance with industry-accepted practice.
The long-term gold and copper price forecasts are:
| • | Mineral reserves: |
|---|---|
| o | US$1,650/oz Au; US$3.50/lb; |
| --- | --- |
| • | Mineral resources: |
| --- | --- |
| o | US$2,500/oz Au; US$4.40/lb. |
| --- | --- |
All commodity prices are advised by the corporate investment committee and revised as necessary throughout the budget and forecast process. This guidance is used to keep all sites using the same basis for revenue. The sites do not advise prices or deviate from the prices provided.
| Date: December 31, 2025 | Page 16-1 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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The economic analysis in Chapter 19 uses the reverting price curve assumptions outlined in Table 16‑1.
| 16.3 | Contracts |
|---|
Numerous contracts are in place to support ongoing mine operations at the Project. These include agreements covering maintenance services, fuel supply, explosives, grinding media, milling reagents, concentrate transportation, port services in Vancouver, and third-party representation services related to concentrate sampling and analysis at delivery. Contract terms and rates are generally consistent with industry norms and are periodically re-tendered or renegotiated as operational requirements dictate.
New Afton produces a high-quality copper concentrate characterized by typical copper grades, elevated gold content, payable silver credits, and relatively low impurity levels. Due to its quality and sustained global demand for copper concentrates, the product is readily marketable to multiple smelters and concentrate marketing firms. Smelting and refining arrangements typically include treatment and refining charges, with potential penalty charges applied for deleterious elements such as arsenic and mercury. Penalty terms tend to be more variable than treatment and refining charges. New Afton does not engage in forward metal sales or hedging activities.
Current concentrate sales agreements include long-term offtake contracts with multiple counterparties. Agreements with Glencore cover the periods 2022–2026 and 2027–2030. An agreement with IXM Metals covers the period 2022–2027, and an agreement with Concord Resources covers the period 2022–2026. These arrangements provide diversified market access and sales continuity for concentrate production.
Concentrate transportation and handling are supported by several long-term logistics agreements. Stk’emlupsemc-Arrow Transportation Limited provides concentrate trucking and rail car loading services under an agreement covering 2022–2029. DP World Fraser Surrey provides rotainer receiving, storage, and vessel loading services under an agreement covering 2022–2029. Ocean freight services are provided by Oldendorff Carriers under an agreement covering 2023–2026.
Coeur maintains additional contracts, agreements, and purchase orders for goods and services required for mine operations, with the most significant relating to maintenance services, fuel supply, explosives, grinding media, milling reagents, and concentrate haulage. In addition, Coeur maintains a cooperation agreement with the Stk’emlupsemc te Secwépemc Nation.
| Date: December 31, 2025 | Page 16-2 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |||||||
|---|---|---|---|---|---|---|---|
| Table 16‑1: | Commodity Price Forecast Used in Cashflow Analysis | ||||||
| --- | --- | ||||||
| Units | 2026 | 2027 | 2028 | 2029 | 2030 | 2031+ | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Gold | US$/oz | 4,550 | 4,000 | 3,800 | 3,600 | 3,100 | 3,100 |
| Copper | US$/lb | 5.00 | 5.00 | 5.00 | 5.00 | 4.50 | 4.50 |
| Date: December 31, 2025 | Page 16-3 | ||||||
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 17.0 | ENVIRONMENTAL STUDIES, PERMITTING, AND PLANS, NEGOTIATIONS, OR AGREEMENTS WITH LOCAL INDIVIDUALS OR GROUPS |
| --- | --- |
| 17.1 | Baseline and Supporting Studies |
| --- | --- |
The New Afton Operations were reviewed and permitted as a major mine under the BC Mines Act in 2007 and received BC Environmental Management Act permits in 2010.
The M-229 permit was issued under the Mines Act and is administered by the Ministry of Mining and Critical Minerals.
The effluent discharge permit 100224 and air discharge permit 100223 were issued under the Environmental Management Act and administered by the Ministry of Environment and Parks.
| 17.2 | Environmental Considerations/Monitoring Programs |
|---|
The New Afton Operations are in compliance with all current permit conditions and requirements and there are no outstanding environmental issues.
Environmental monitoring for air quality, ambient noise and vibration, geochemistry, surface water quality, groundwater quality, aquatic resources, flora and fauna, are completed regularly and reported per permit conditions.
| 17.3 | Closure and Reclamation Considerations |
|---|
Coeur carries out progressive reclamation, conducts research activities for reclamation programs, and partners with the SSN First Nation to implement successful reclamation measures.
The purpose of the closure and post-closure monitoring and maintenance program is to evaluate and ensure that the site is safe, stable, and non-polluting in accordance with the identified mine closure objectives. Monitoring and maintenance will be conducted to assess how the reclamation measures meet reclamation end-land-use objectives. Activities will involve inspections, sampling, and assessments of physical, geochemical, and biological aspects.
The most recent reclamation liability cost estimate for the New Afton Operations, as submitted to the MCM on November 1, 2024, is approximately C$70.4 million (US$ 51 million). It assumes approximately C$30.4 million (US$ 22 million) for post-closure monitoring and maintenance over the following 100 years. Based on the standard regulatory discount rates applicable in British Columbia, the NPV of the post-closure monitoring and maintenance costs is approximately C$8.1 million (US$ 5.9 million), while the conventional closure works cost is not subject to discount. This gives a total NPV of approximately C$48.2 million (US$ 34.9 million). Since BC regulations will not allow discount of the total reclamation liability cost estimate below C$50 million (US$ 36.2 million); the current bonding for the site is fixed at C$50 million (US$ 36.2 million). All amounts were converted from Canadian dollars to United States dollars at a rate of US$1 to C$1.38.
| Date: December 31, 2025 | Page 17-1 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 17.4 | Permitting |
| --- | --- |
The New Afton Operations commenced in 2012 and have obtained all necessary environmental permits and licenses from the appropriate provincial, and federal agencies for the operation of the underground mine, TSF, waste rock dumps, process plant, water usage, effluent discharge, and all necessary support facilities. The key approvals and permits include:
| • | Permit M-229. While this permit is in place, an authorization to amend the permit has been submitted for longitudinal stope mining of the East Extension and<br> K-Zone access development; |
|---|---|
| • | Permit 100223 (air emissions); |
| --- | --- |
| • | Permit 100224 (effluent discharge); |
| --- | --- |
| • | Permit 123886 (conditional water license); |
| --- | --- |
| • | Permit 126715 (water license amendment); |
| --- | --- |
| • | Permit C132319 (conditional water license); |
| --- | --- |
| • | Permit C504133 (conditional water license). |
| --- | --- |
Operational standards and best management practices were established to maintain compliance with applicable state and federal regulatory standards and permits.
Coeur submitted a Mines Act Permit Amendment (on January 12, 2026, seeking amendment to their M-229 Mines
Act Permit to cover the following:
| • | East Extension Project: encompasses a minor underground extension at the New Afton Mine Site (New Afton) to include an additional ore zone; |
|---|---|
| • | Early K Zone Access Development Project would allow early ramp development mining in anticipation of the K Zone orebody. Coeur is working toward compiling<br> mineral reserve information; |
| --- | --- |
| • | New Afton M-229 Permit Boundary Reversion in the northeast quadrant to revert to a prior 2019 outline that would align with the New Afton Mining Lease<br> boundary. |
| --- | --- |
Proposed changes to the existing LOM plan include extension of underground workings to the East Extension zone, extraction and processing of East Extension ore, and deposition of tailings into the Afton Pit TSF. The East Extension project will use the existing mine and mill infrastructure with tie-ins to the existing electrical lines, communications system, ventilation system, and underground dewatering system. No new offsite facilities are required, and the frequency of concentrate shipments will not increase because of the project. Given the backfilling of stopes proposed in the preferred mining method, no subsidence is expected to occur because of the East Extension development.
Regulatory approvals for the East Extension project include a Notice of Departure (submitted February 2025) for the initial access development activities and submittal of a Mines Act Permit Amendment to mine the East Extension zone, as well as the K Zone Access Development and New Afton M-229 Permit Boundary Reversion. The Ministry of Environment and Parks will also receive copies of the submissions which will serve as notification of changes to mining activities; however, amendment to Coeur’s waste discharge permits is not expected to be required.
| Date: December 31, 2025 | Page 17-2 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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In the interest of workloads, timing and after discussions with both SSN and the Ministry of Mines and Critical Minerals, Coeur included the K Zone Access Development Project and the New Afton M-229 Permit Boundary Reversion in a combined M-229 Permit Application with the East Extension project.
| 17.5 | Social Considerations, Plans, Negotiations and Agreements |
|---|---|
| 17.5.1 | Social Considerations |
| --- | --- |
The New Afton Operations are located in the traditional territory and central lands of the SSN. The SSN consists of two First Nations communities, the Tk̓emlúps te Secwépemc and the Skeetchestn Indian Band.
The mine is located approximately 10 km from the City of Kamloops, which has a growing population of approximately 97,000. New Afton employs most of its staff from the nearby communities.
As part of the Mines Permit Application in 2007 (Rescan, 2007), a socio-economic assessment was conducted which included a description of existing socio-economic conditions and expected project impacts. The assessment included both Indigenous and non-Indigenous communities and found that, overall, the New Afton Operations would provide a net benefit to communities through job creation, training, and economic opportunities. Mitigation measures were recommended for any potential negative effects (such as perceptions of environmental effects, visual impacts of the mine site).
| 17.5.2 | Indigenous Communities |
|---|
Coeur’s Human Rights Policy and Indigenous Peoples Policy sets forth the commitment to respect the rights and traditions of Indigenous people where it operates by proactively seeking, engaging, and supporting meaningful dialogue regarding its operations. The SSN has asserted unextinguished title and rights on the land where the mine is located.
Coeur, through its New Gold subsidiary, has maintained a Participation Agreement with SSN, which was initially signed in 2008 and amended in 2011. This agreement was revised as the Cooperation Agreement in 2021 and was most recently amended and restated in 2024. The agreement affirms mutual commitment to the vision of a consent-based, stable, and environmentally responsible relationship regarding the New Afton Operations and Coeur’s activities that is respectful of SSN title and rights. The agreement secures and maintains SSN’s consent to the project during operations and closure and considers the following values:
| • | Environmental and regulatory matters; |
|---|---|
| • | Cultural heritage and archaeology; |
| --- | --- |
| • | Human resources, employment, training, and education; |
| --- | --- |
| Date: December 31, 2025 | Page 17-3 |
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| • | Business opportunities; |
| --- | --- |
| • | Financial considerations. |
| --- | --- |
| 17.5.3 | Cultural Heritage |
| --- | --- |
Archaeological impact assessments were conducted in 2007, 2008, 2011, and 2014. Since then, additional cultural heritage and archaeological surveys were conducted on an individual project basis.
Coeur acknowledges that archaeological assessment cannot completely eliminate the risk of encountering archaeological resources. As such, Coeur and SSN developed an Archaeological and Cultural Heritage Site Mitigation Management Plan. The plan summarizes surveys, lists archaeology and cultural heritage sites, and provides mitigation and management recommendations aimed at reducing the impact on archaeology and cultural heritage sites. Guidelines were developed to guide cultural heritage and archaeological projects and to set out timelines and deliverables.
Coeur employs a Dig Permit process to assess for known archaeological or cultural heritage sites for all surface ground disturbance work.
| 17.6 | Qualified Person’s Opinion on Adequacy of Current Plans to Address Issues |
|---|
Based on the information provided to the QP by Coeur, there are no material issues known to the QP that require mitigation activities or allocation of remediation costs in respect of environmental, permitting, closure or social license considerations.
| Date: December 31, 2025 | Page 17-4 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 18.0 | CAPITAL AND OPERATING COSTS |
| --- | --- |
| 18.1 | Introduction |
| --- | --- |
Capital and operating cost estimates are at a minimum at a pre-feasibility level of confidence, having an accuracy level of ±25% and a contingency range not exceeding 15%.
| 18.2 | Capital Cost Estimates |
|---|
Capital costs are based on budget estimates and supplier and contractor quotes, engineering designs, maintenance strategies, production plans, and recent operating history. In later years, capital estimates are based on estimated annual operating requirements and are therefore classified as sustaining capital.
| 18.2.1 | Mine-Related Costs |
|---|
Approximately 82% of C-Zone capital and 89% of East Extension capital are related to mine development and drawbell construction and maintenance, for which the cost estimate is based on mine plans and schedules, equipment data, consumables estimates, and labor schedules. A further 17% of total capital is related to mining equipment, and mine infrastructure, for which the cost estimate is based on engineered quantities and supplier quotes.
| 18.2.2 | Other Costs |
|---|
Other capital expenditures include tailings management, processing plant capital projects, and other infrastructure. Total LOM tailings management capital is estimated at US$3.1 million, mostly related to the New Afton TSF. The tailings plant and Afton Pit TSF have sufficient capacity to meet the LOM throughput and total capacity requirements.
| 18.2.3 | Capital Cost Summary |
|---|
Capital costs are based on budget estimates from supplier and contractor quotes, engineering designs, maintenance strategies, production plans, and recent operating history. All costs are in US dollars and are based on an exchange rate assumption of C$1.38:US$1.00 for the entire LOM plan.
The capital cost estimate is summarized in Table 18‑1, and totals US$212.6 million.
| Date: December 31, 2025 | Page 18-1 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | ||||||||
|---|---|---|---|---|---|---|---|---|
| Table 18‑1: | LOM Capital Cost Estimate (US$ M) | |||||||
| --- | --- | |||||||
| Category | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Sustaining Capital | ||||||||
| C-Zone | 14.3 | 18.9 | 4.3 | 4.3 | 4.3 | 4.3 | — | 50.6 |
| East Extension | — | — | 1.1 | 2.0 | — | — | — | 3.1 |
| Other | 17.6 | 6.1 | 2.9 | 2.7 | 1.1 | — | — | 30.5 |
| Total sustaining capital | 32.0 | 25.0 | 8.4 | 9.0 | 5.4 | 4.3 | — | 84.2 |
| Growth Capital | ||||||||
| C-Zone | 27.3 | 0.5 | — | — | — | — | — | 27.8 |
| East Extension | 0.4 | 1.2 | 34.0 | — | — | — | — | 35.5 |
| K-Zone | 17.6 | 21.7 | 21.2 | — | — | — | — | 60.5 |
| Other | (0.6) | 2.3 | 0.7 | 2.2 | — | — | — | 4.6 |
| Total growth capital | 44.6 | 25.8 | 55.9 | 2.2 | — | — | — | 128.4 |
| Total Capital | 76.6 | 50.8 | 64.2 | 11.2 | 5.4 | 4.3 | — | 212.6 |
Note: Numbers have been rounded.
| 18.3 | Operating Cost Estimates |
|---|---|
| 18.3.1 | Basis of Estimate |
| --- | --- |
The basis for the operating cost estimate is the budget and LOM plan. The production plan drove the calculation of the mining and processing costs, as the mining mobile equipment fleet, workforce, contractors, power, and consumables requirements were calculated based on specific consumption rates. Consumable prices and labor rates are based on current contracts and agreements.
| 18.3.2 | Mining and Processing Costs |
|---|
Underground mining costs are derived from the production plan and estimates of labor, equipment productivity, maintenance, diesel, and other consumables.
Processing costs are driven by tonnes processed, consumption rates, consumables and electricity, and plant equipment maintenance strategies.
Mining costs are inclusive of primary crushing and conveyance to surface. Mining and processing costs are expected to decrease over the next three years relative to 2026 actual costs, mainly due to higher production rates and stable overall expenses. Costs increase in 2029 due to stope production at East Extension, which has higher costs than cave production in the C-Zone.
| Date: December 31, 2025 | Page 18-2 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| 18.3.3 | General and Administrative Costs |
| --- | --- |
G&A costs include maintenance of site infrastructure, human resources, finance, environment, community relations, asset protection and security, safety, information technology, supply chain, and site management.
| 18.3.4 | Other Operating Costs |
|---|
Other operating cost includes concentrate transport costs, inventory movements, royalties, and other costs.
| 18.3.5 | Operating Cost Summary |
|---|
LOM operating costs are shown in Table 18‑2 and total US$1,085.6 M. Unit operating costs from 2026–2032 range from US$24.08–US$33.60/t.
| Date: December 31, 2025 | Page 18-3 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Table 18‑2: | LOM Operating Cost Estimate | ||||||||
| --- | --- | ||||||||
| Units | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | Total/<br><br> Average | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Operating Costs | |||||||||
| Mining | US$ M | 65.7 | 65.2 | 58.7 | 83.7 | 75.7 | 69.8 | 11.6 | 430.3 |
| Processing | US$ M | 45.3 | 41.6 | 41.2 | 40.5 | 39.8 | 36.1 | 5.0 | 249.4 |
| G&A | US$ M | 66.1 | 62.1 | 59.9 | 46.4 | 42.6 | 38.2 | 4.2 | 319.5 |
| Other | US$ M | 12.4 | 13.5 | 12.8 | 18.7 | 14.5 | 13.3 | 1.2 | 86.4 |
| Total | US$ M | 189.5 | 182.4 | 172.6 | 189.2 | 172.5 | 157.3 | 22.0 | 1,085.6 |
| Unit Operating Costs | |||||||||
| Mining | $/t mined | 11.51 | 10.67 | 9.94 | 14.23 | 12.87 | 11.87 | 14.25 | 12.19 |
| Processing | $/t milled | 8.03 | 6.94 | 6.91 | 6.81 | 6.77 | 6.17 | 5.46 | 6.73 |
| G&A | $/t milled | 11.72 | 10.37 | 10.04 | 7.81 | 7.25 | 6.53 | 4.60 | 8.33 |
| Other | $/t milled | 2.21 | 2.26 | 2.14 | 3.14 | 2.46 | 2.27 | 1.28 | 2.25 |
| Total | $/t milled | 33.60 | 30.44 | 28.93 | 31.84 | 29.35 | 26.92 | 24.08 | 29.31 |
| Date: December 31, 2025 | Page 18-4 | ||||||||
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 19.0 | ECONOMIC ANALYSIS |
| --- | --- |
| 19.1 | Forward-looking Information |
| --- | --- |
Results of the economic analysis represent forward- looking information that is subject to several known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those presented here.
Other forward-looking statements in this Report include, but are not limited to: statements with respect to future metal prices and concentrate sales contracts; the estimation of mineral reserves and mineral resources; the realization of mineral reserve estimates; the timing and amount of estimated future production; costs of production; capital expenditures; costs and timing of the development of new ore zones; permitting time lines; requirements for additional capital; government regulation of mining operations; environmental risks; unanticipated reclamation expenses; title disputes or claims; and, limitations on insurance coverage.
Factors that may cause actual results to differ from forward-looking statements include: actual results of current reclamation activities; results of economic evaluations; changes in Project parameters as mine and process plans continue to be refined, possible variations in mineral reserves, grade or recovery rates; geotechnical considerations during mining; failure of plant, equipment or processes to operate as anticipated; shipping delays and regulations; accidents, labor disputes and other risks of the mining industry; and, delays in obtaining governmental approvals.
| 19.2 | Methodology Used |
|---|
Coeur records its financial costs on an accrual basis and adheres to U.S. Generally Accepted Accounting Principles (GAAP).
The financial costs used for this analysis are based on the 2026 LOM budget model, which was built on a zero-based budgeting process that was validated through a historical cost comparison from the previous financial year. Production figures in this Chapter are based on predicted equipment hours and manpower requirements needed to execute the mine plan using actual unit costs, labor rates and may vary from year to year depending on capital and production needs.
Consumables are based upon market projections and contract pricing. Experts and bids are used for capital purchases to ensure that all costs are included in the project to avoid unbudgeted expenditures.
All financial results are communicated to the site management team. This process results in refinements and agreements as to the validity of the cost, capital, and cash flow results. This is an ongoing process throughout the budget and provides consistency of the results and acceptance of both short- and long-term goals.
Capitalized exploration is determined annually through the corporate office, is discretionary, and therefore not included in the economic analysis. Management fees assessed through the corporate office are not included in the economic analysis.
| Date: December 31, 2025 | Page 19-1 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| 19.3 | Financial Model Parameters |
| --- | --- |
| 19.3.1 | Mineral Resource, Mineral Reserve, and Mine Life |
| --- | --- |
The mineral resources are discussed in Chapter 11, and the mineral reserves are discussed in Chapter 12.
The mineral reserves support a mine life to late 2032 and processing and gold production continuing to December, 2032.
| 19.3.2 | Metallurgical Recoveries |
|---|
Forecast metallurgical recoveries are provided in Chapter 10.
| 19.3.3 | Smelting and Refining Terms |
|---|
The dewatered concentrate is discharged from the filter presses directly into the concentrate storage shed, before truck transportation to either the DP World container port for ocean shipment to a smelter, or to the Ashcroft terminal for transportation by rail to a smelter in Quebec. In the case of DP World, concentrate is loaded into containers (two per truck) at the New Afton shed. These containers are stored at the port then emptied into the bulk hold of the ship. Empty containers are returned to site for reloading. In the case of Ashcroft, the concentrate is loaded into side-dump trucks at the New Afton shed then stored in stockpiles at the Ashcroft terminal before loading into railcars.
New Afton concentrate is readily marketable to any of several smelters or concentrate marketing firms. Smelting and refining terms include treatment charges and refining charges which are generally known, with penalty charges for contaminants such as arsenic and mercury in the concentrates. Penalty terms are generally more variable than the treatment and refining terms. Concentrates from New Afton are typically sold through concentrate marketing firms, with long-term contracts that cover several years.
| 19.3.4 | Metal Prices |
|---|
Metal price assumptions are provided in Chapter 16.
| 19.3.5 | Capital and Operating Costs |
|---|
Capital and operating cost forecasts price assumptions are outlined in Chapter 18.
Capitalized exploration is determined annually through corporate office and is discretionary and therefore not included in the economic analysis. Management fees assessed through the corporate office are not included in the economic analysis.
| Date: December 31, 2025 | Page 19 - 2 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
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| 19.3.6 | Working Capital |
| --- | --- |
Working capital is based on historical trends in payables, receivables, and inventory movements and is adjusted annually to reflect changes in production levels and spending profiles over the remaining mine life. Mining and processing unit costs have historically been stable on a per-tonne basis once block cave construction is completed, and consistent throughput is achieved. Working capital costs are projected to remain relatively consistent starting in 2027, with longer-term variations driven by production level demands for equipment requirements and capital intensity. Capital and operating cost assumptions are derived from budgets, engineering designs, production plans, historical caves, and recent operating history, and are used to support projected cash flow timing and resulting working capital requirements.
| 19.3.7 | Taxes and Royalties |
|---|
Royalties are discussed in Chapter 3.6. Royalties included in the cashflow analysis are based upon gold ounces mined or produced, depending upon the agreement.
The analysis includes applicable mining-related and corporate income taxes based on current laws and regulations, which are subject to change
Currently, Coeur pays no federal income tax due to historic net operating losses.
| 19.3.8 | Closure Costs and Salvage Value |
|---|
Closure costs are summarized in Chapter 17.3.
Closure costs are based upon economic review by the Environmental team and is periodically reviewed by an external consultant. The models used are reviewed internally. The closure costs are included in the annual budget LOM. This is reviewed by corporate investment teams.
| 19.3.9 | Financing |
|---|
The economic analysis is based on 100% equity financing and is reported on a 100% project ownership basis.
| 19.3.10 | Inflation |
|---|
The economic analysis assumes constant prices with no inflationary adjustments.
| 19.4 | Economic Analysis |
|---|
The NPV at 5% is $2,485 M. As the cashflow is based on existing operations, considerations of payback and internal rate of return are not relevant.
| Date: December 31, 2025 | Page 19 - 3 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
|---|
A summary of the financial results is provided in Table 19‑1. An annualized cashflow statement is provided in Table 19‑2.
The active mining operation ceases in 2032; however, closure costs are estimated to be paid out through 2032. For the purposes of the financial model, all costs incurred beyond 2032 are included in the cash flow in the year 2032.
| 19.5 | Sensitivity Analysis |
|---|
The sensitivity of the Project to changes in metal prices, grade, capital costs, and operating cost assumptions was tested using a range of 30% above and below the base case values. The NPV sensitivity to these parameters is illustrated in Table 19‑3, with the base case bolded. Recovery is not shown as the sensitivity to recovery mirrors the sensitivity to metal price.
The Project is most sensitive to copper and gold prices and metal grades, less sensitive to operating cost increases, and least sensitive to capital expenditure changes and exchange rates.
The primary sensitivity is to the world economy and the effect this has upon copper and gold pricing. With block caving being a low operating costs per tonne mining method, the project carries less world economy risk when compared to alternative underground mining methods.
| Date: December 31, 2025 | Page 19 - 4 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | ||
|---|---|---|
| Table19‑1: | Cashflow Summary Table | |
| --- | --- | |
| Item | Units | Value |
| --- | --- | --- |
| Revenue | US$ M | 4,837.4 |
| Production costs | US$ M | 1,108.9 |
| Exploration | US$ M | 23.3 |
| Accretion liability | US$ M | 18.9 |
| Total cost and expenses | US$ M | 1,151.2 |
| Interest income | US$ M | 3.4 |
| Intercompany | US$ M | 27.7 |
| EBITDA | US$ M | 3,655.1 |
| Depreciation, depletion, and amortization | US$ M | 4,580.4 |
| Income before taxes | US$ M | (925.3) |
| Income tax expense (benefit) | US$ M | 731.1 |
| Net income | US$ M | (1,656.4) |
| Add back amortization | US$ M | 4,580.4 |
| Add back accretion | US$ M | (47.3) |
| Add back other non-cash items | US$ M | 54.4 |
| Operating cash flow before working capital changes | US$ M | 2,931.2 |
| Working capital | US$ M | 28.6 |
| Operating cash flow | US$ M | 2,959.6 |
| Investing activities | US$ M | (222.4) |
| Interest received | US$ M | 0.4 |
| Other | US$ M | (2.8) |
| Payments on capital leases | US$ M | (0.2) |
| Total cash flow | US$ M | 2,734.7 |
| Free cash flow | US$ M | 2,737.2 |
| NPV Pre-Tax/After-Tax @ 5% | US$ M | 3132/2,484.6 |
Note: EBITDA = earnings before interest, taxes, depreciation, and amortization. Numbers have been rounded.
| Date: December 31, 2025 | Page 19 - 5 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | ||||||||
|---|---|---|---|---|---|---|---|---|
| Table19‑2: | Cashflow Forecast on Annualized Basis (US$ M) | |||||||
| --- | --- | |||||||
| Item | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | 2033+ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue | 882.7 | 1,017.3 | 984.7 | 872.3 | 584.6 | 430.8 | 64.9 | — |
| Production costs | 206.7 | 181.9 | 170.2 | 190.5 | 173.2 | 157.7 | 28.8 | — |
| Exploration | 22.6 | 0.7 | (0.0) | (0.0) | (0.0) | (0.0) | — | — |
| Accretion liability | 2.2 | 2.4 | 2.5 | 2.7 | 2.9 | 3.0 | 3.2 | — |
| Total costs and expenses | 231.5 | 185.0 | 172.7 | 193.2 | 176.1 | 160.8 | 32.0 | — |
| Interest Income | 0.6 | 0.6 | 0.6 | 0.6 | 0.5 | 0.5 | 0.1 | — |
| Intercompany | 6.2 | 281 | — | 0.1 | (0.0) | — | 21.1 | — |
| Earnings before depreciation, interest, and taxes (EBITDA) | 644.5 | 831.5 | 811.5 | 678.4 | 408.0 | 269.5 | 11.7 | — |
| Depreciation, depletion, and amortization | 680.6 | 927.9 | 926.7 | 816.2 | 608.4 | 424.8 | 174.6 | 21.1 |
| Income before taxes | (36.1) | (96.5) | (115.2) | (137.8) | (200.4) | (155.3) | (162.9) | (21.1) |
| Income tax expense (benefit) | 47.4 | 204.6 | 182.0 | 151.0 | 85.1 | 53.2 | 7.7 | — |
| Net Income | (83.5) | (301.1) | (297.3) | (288.8) | (285.5) | (208.5) | (170.6) | (21.1) |
| Add back amortization | 680.6 | 927.9 | 926.7 | 816.2 | 608.4 | 424.8 | 174.6 | 21.1 |
| Add back accretion | (0.5) | (0.3) | (0.8) | (0.3) | (0.3) | (0.3) | (0.3) | (44.3) |
| Add back other non-cash items | 12.6 | (1.2) | (0.8) | 0.1 | 0.1 | 0.1 | 43.4 | |
| Operating cash flow before working capital changes | 609.1 | 625.4 | 627.8 | 527.2 | 322.7 | 216.2 | 3.7 | (1.0) |
| Working capital | 11.2 | 19.3 | 4.2 | 2.8 | 0.6 | 11.0 | (19.0) | (1.8) |
| Operating cash flow | 620.4 | 644.8 | 632.0 | 530.0 | 323.3 | 227.3 | (15.4) | (2.7) |
| Investing activities | (76.6) | (50.8) | (64.2) | (11.2) | (10.9) | (8.7) | — | — |
| Interest received | 0.1 | 0.1 | 0.1 | 0.1 | (0.0) | (0.0) | (0.0) | — |
| Other | (2.8) | — | — | — | — | — | — | — |
| Payments on capital leases | (0.1) | (0.1) | — | — | — | — | — | — |
| Total cash flow | 541.0 | 594.0 | 567.8 | 518.8 | 312.5 | 218.6 | (15.4) | (2.7) |
| Free cash flow | 543.8 | 594.0 | 567.7 | 518.7 | 312.4 | 218.6 | (15.4) | — |
Note: Numbers have been rounded.
| Date: December 31, 2025 | Page 19 - 6 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Table19‑3: | Sensitivity Table (US$ M) | ||||||||
| --- | --- | ||||||||
| Parameters | -30% | -20% | -10% | -5% | 0% | 5% | 10% | 20% | 30% |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Metal price | 1,176 | 1,612 | 2,048 | 2,267 | 2,485 | 2,703 | 2,921 | 3,357 | 3,793 |
| Operating costs | 2,781 | 2,682 | 2,583 | 2,534 | 2,485 | 2,435 | 2,386 | 2,287 | 2,189 |
| Capital costs | 2,547 | 2,526 | 2,505 | 2,495 | 2,485 | 2,474 | 2,464 | 2,443 | 2,422 |
| Grade | 1,176 | 1,612 | 2,048 | 2,267 | 2,485 | 2,703 | 2,921 | 3,357 | 3,793 |
Note: Numbers have been rounded.
| Date: December 31, 2025 | Page 19 - 7 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 20.0 | ADJACENT PROPERTIES |
| --- | --- |
This Chapter is not relevant to this Report.
| Date: December 31, 2025 | Page 20-1 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 21.0 | OTHER RELEVANT DATA AND INFORMATION |
| --- | --- |
This Chapter is not relevant to this Report.
| Date: December 31, 2025 | Page 21-1 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 22.0 | INTERPRETATION AND CONCLUSIONS |
| --- | --- |
| 22.1 | Introduction |
| --- | --- |
The Qualified Persons note the following interpretations and conclusions in their respective areas of expertise, based on the review of data available for this technical report summary.
| 22.2 | Mineral Tenure, Surface Rights, Water Rights, Royalties and Agreements |
|---|
Information provided by Coeur’s legal and tenure experts on the mining tenure held by Coeur supports that Coeur has valid title that is sufficient to support mineral resource and mineral reserve estimates.
Coeur holds sufficient surface rights to support the LOM plan.
Environmental liabilities for the New Afton Operations are typical of those that would be expected to be associated with a mining operation conducted via open pit and underground mass mining methods.
The Qualified Person is not aware of any other significant factors and risks that may affect access, title, or the right or ability to perform the proposed work program on the property that are not discussed in this report.
| 22.3 | Geology and Mineralization |
|---|
The understanding of geological controls, geometry, and grade variability of the copper–gold porphyry mineralization is sufficient to support estimation of mineral resources and mineral reserves. This understanding is strengthened by a history of production and exploration that spans more than a decade. The alteration assemblages and mineral zonation associated with the porphyry-style mineralization are well understood and support both the interpretation of mineral resource domains for estimation purposes and exploration concepts for targeting.
The K-Zone is a new area of copper-gold porphyry mineralization recently discovered through underground drilling. The understanding of the geometry and grade distribution could be improved by additional drilling. Additional underground development is proposed to provide better drilling platforms to improve definition and further test the extents of the K-Zone mineralization.
The exploration programs completed to date are suitable to the mineralization style. In addition to exploration potential around the Main Zone, exploration potential remains in the HW zone and K-Zone. The New Afton mineralized system is open at depth and to the east, with potential for the discovery of new mining zones.
| Date: December 31, 2025 | Page 22-1 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 22.4 | Exploration, Drilling, and Sampling |
| --- | --- |
Drilling procedures, including data collected during the exploration and delineation drilling programs, follow best practice. Collar and down-hole surveys, lithological, alteration, mineralization, structural geology, and geotechnical data was collected and catalogued following best practice guidelines to support estimation of mineral resources and mineral reserves. The drill spacing and frequency of sampling is adequate and reflects the mineralized zones’ dimensions and styles of mineralization. Litho-structural 3D modelling constructed independently of grade further supports the interpretation of mineral resource domains.
Sample preparation, analysis, and security are performed in accordance with industry best practice. QA/QC programs were implemented to adequately address issues of precision, accuracy, and contamination by including blanks, duplicates, and certified standard samples.
| 22.5 | Data Verification |
|---|
The data verification programs from the QP concluded that the data collected from the Project adequately support the geological interpretations and constitute a database of sufficient quality to support the use of the data in mineral resource estimation.
| 22.6 | Metallurgical Testwork |
|---|
The testwork undertaken is of a level adequate for ensuring an appropriate representation of metallurgical characterization and the derivation of corresponding metallurgical recovery factors for the B3 cave, C-Zone, and East Extension.
Metallurgical assumptions are supported by multiple years of production data.
Recovery improvements resulting from the cleaner circuit upgrade are expected to partly offset the impact of a coarser grind size, as the processing rate returns to approximately 16,000 t/d.
Grade-recovery models for the various ore types were developed using processing throughput rates to inform the forecasting copper and gold recoveries for the LOM plan.
There are no known processing factors that could have a significant effect on economic extraction.
The New Afton concentrate has historically been very clean and marketable. There are no known deleterious elements that could have a significant effect on economic extraction.
| 22.7 | Mineral Resource Estimates |
|---|
The mineral resource estimate is reported using the definitions set out in SK-1300, and is reported exclusive of those mineral resources converted to mineral reserves.
The reference point for the estimate is in situ.
| Date: December 31, 2025 | Page 22 - 2 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
|---|
The estimate is current as at December 31, 2025. The estimate was constrained using reasonable prospects of economic extraction that assumed underground bulk mining or long-hole stoping mining methods.
There are no other environmental, permitting, legal, title, taxation, socioeconomic, marketing, political or other relevant factors known to the Qualified Persons that would materially affect the estimation of Mineral Resources that are not discussed in this Report.
| 22.8 | Mineral Reserve Estimates |
|---|
The mineral reserve estimate is reported using the definitions set out in SK-1300. The reference point for the estimate is the point of delivery to the process plant.
The estimate is current as at December 31, 2025.
The Qualified Person is of the opinion that mineral reserves were estimated using industry-accepted practices and are based on underground mining assumptions.
The mineral reserves are acceptable to support mine planning.
Factors that may affect the mineral reserve estimates include: changes to the long-term copper and gold price and exchange rate assumptions; changes to the parameters used to derive the cave outlines and stope shapes and determine the cut-off values; changes to geotechnical and hydrogeological assumptions; changes to the cave mixing model and dilution estimates; changes to metallurgical recovery assumptions; changes to inputs to capital and operating cost estimates; ability to maintain social and environmental license to operate.
There are no other environmental, legal, title, taxation, socioeconomic, marketing, political or other relevant factors known to the qualified person that would materially affect the estimation of Mineral Reserves that are not discussed in this report.
| 22.9 | Mining Methods |
|---|
Current operations use the block caving mining method. Coeur/New Gold has successfully constructed and operated multiple block caves at New Afton for more than 13 years.
C-Zone achieved commercial production in 2024, and New Afton is scheduled to complete the transition from B3 block cave to C-Zone block cave production in 2026.
Mine planning of the new East Extension zone considers long-hole stoping methods.
Construction of the C-Zone materials handling system, including a new gyratory crusher and extension of the conveyor system, was completed in 2024. The East Extension will use the same materials handling system.
Mine designs incorporate underground infrastructure and ventilation requirements.
The planned mobile equipment fleets are suitable for the selected mining methods.
Based on current mineral reserves, New Afton has a projected mine life of seven years, to 2032.
| Date: December 31, 2025 | Page 22 - 3 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 22.10 | Recovery Methods |
| --- | --- |
The process plant uses conventional processes and equipment to enable economic recovery over a wide range of mill throughputs, particle sizes, and copper–gold mineralogy The plant has been in operation since 2012.
Coeur/New Gold has previously achieved the planned processing rates of approximately 16,000 t/d during mining of the Lift 1 block caves.
The operation has access to an adequate supply of process water and power to support the LOM plan.
| 22.11 | Infrastructure |
|---|
Infrastructure required for current mining operations has been constructed and is operational.
The thickened and amended tailings plant is operational, and tailings have been successfully deposited into the Afton Pit TSF since late-2022. The Afton Pit TSF has sufficient storage capacity to support the LOM plan.
The tailings stabilization project is on schedule. The historical Afton TSF stabilization is complete, and New Afton TSF stabilization will be finalized well ahead of the expected subsidence impacts.
The planned East Extension operations are not expected to require additional surface facilities.
| 22.12 | Market Studies |
|---|
The New Afton Operations produce a high-quality clean copper concentrate with typical copper grade, high gold grades, payable silver credits, and relatively low impurity levels.
The concentrate produced by the New Afton Operations is readily marketable.
Contract terms are considered to be within industry norms, and typical of similar contracts in Canada.
Commodity pricing assumptions, marketing assumptions, and current major contract areas are acceptable for use in estimating mineral reserves and in the economic analysis that supports the mineral reserves.
| 22.13 | Environmental, Permitting and Social Considerations |
|---|
The information provided by Coeur’s environmental experts supports that there is adequate baseline data and ongoing environmental studies to understand potential environmental risks and potential mitigations which may be required.
Coeur holds all major permits and licenses for mine operations at New Afton, and a Mines Act permit amendment for mining East Extension will be sought.
| Date: December 31, 2025 | Page 22 - 4 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
|---|
The most recent reclamation liability cost estimate for the New Afton Operations, as submitted to the MCM on November 1, 2024, is approximately C$70.4 million (US$ 51 million). It assumes approximately C$30.4 million (US$ 22 million) for post-closure monitoring and maintenance over the following 100 years. Based on the standard regulatory discount rates applicable in British Columbia, the NPV of the post-closure monitoring and maintenance costs is approximately C$8.1 million (US$ 5.9 million), while the conventional closure works cost is not subject to discount. This gives a total NPV of approximately C$48.2 million (US$ 34.9 million). Since BC regulations will not allow discount of the total reclamation liability cost estimate below C$50 million (US$ 36.2 million); the current bonding for the site is fixed at C$50 million (US$ 36.2 million). All amounts were converted from Canadian dollars to United States dollars at a rate of US$1 to C$1.38.
Environmental liabilities for the New Afton Operations are typical of those that would be expected to be associated with a mining operation conducted via underground mining methods.
Coeur maintains strong relationships with Indigenous partners and collaborates on environmental and business matters.
A Cooperation Agreement is in place with the SSN.
The Qualified Person is not aware of any other significant environmental or social factors and risks that may affect access, or the right or ability to perform the proposed work program that are not discussed in this Report.
| 22.14 | Capital Cost Estimates |
|---|
Capital costs consist mostly of the remaining development, cave construction, and underground infrastructure needed to complete the C-Zone project, as well as processing improvements, tailings, and underground development and mining equipment to support East Extension.
Capital cost estimates are acceptable to support the mineral reserve estimate. The LOM plan estimated total capital cost is US$212.6 million.
| 22.15 | Operating Cost Estimates |
|---|
The basis for the operating cost estimate is the New Afton budget and LOM plan. The production plan drove the calculation of the mining and processing costs, as the mining mobile equipment fleet, workforce, contractors, power, and consumables requirements were calculated based on specific consumption rates. Consumable prices and labor rates are based on current contracts and agreements.
Operating cost estimates are acceptable to support the Mineral Reserve estimate. The LOM plan estimated total operating cost is US$1,085.6 million, averaging US$29.31 per tonne processed.
| 22.16 | Economic Analysis |
|---|
The NPV at 5% is US $2,485 M. As the cash flow is based on existing operations, considerations of payback and internal rate of return are not relevant.
| Date: December 31, 2025 | Page 22 - 5 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
|---|
The Project is most sensitive to copper and gold prices and metal grades, less sensitive to operating cost increases, and least sensitive to capital expenditure changes and exchange rates.
| 22.17 | Risks and Opportunities |
|---|---|
| 22.17.1 | Risks |
| --- | --- |
Uncertainties that may affect the mineral resource and mineral reserve estimates were discussed in Chapter 11.13 and Chapter 12.7, respectively.
The major risks to the New Afton Operations are associated with the following elements:
| • | Negative variations to the copper and gold price assumptions; |
|---|---|
| • | Significant additional dilution or ore losses due to cave deviation or variations to the mine plan; |
| --- | --- |
| • | Oversized material or hung drawpoints during the early stages of C-Zone cave propagation, potentially limiting daily tonnage until additional drawpoints are blasted or<br> drawpoints become free-flowing; |
| --- | --- |
| • | Significant delays to the completion of the tailings stabilization project, potentially impacting C-Zone production; |
| --- | --- |
| • | Changes in geotechnical conditions and modelling parameters, including but not limited to the following: |
| --- | --- |
| o | The extent and magnitude of subsidence affecting site infrastructure; |
| --- | --- |
| o | Convergence in underground production drifts exceeding expectations; |
| --- | --- |
| o | Cave growth deviation and induced stress from the C-Zone block cave impacting underground development and infrastructure. |
| --- | --- |
| 22.17.2 | Opportunities |
| --- | --- |
The major opportunities are as follows:
| • | Potential extension of mine life and improved production profile if mineral resources at the K-Zone, D-Zone, and HW Zone can be converted to mineral reserves with additional<br> studies; |
|---|---|
| • | Potential to expand mineralization and identify new zones with additional drilling; |
| --- | --- |
| • | Further improvements in metallurgical recoveries with process plant improvements; |
| --- | --- |
| • | Further reduction in cement consumption in the thickened and amended tailings plant with additional testing and analysis; |
| --- | --- |
| • | Overperformance of drawpoints in C-Zone pulling in residual grade from the B3 cave post closure; |
| --- | --- |
| Date: December 31, 2025 | Page 22 - 6 |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| • | Conversion of some or all of the measured and indicated mineral resources currently reported exclusive of mineral reserves to mineral reserves, with appropriate supporting<br> studies; |
| --- | --- |
| • | Upgrade of some or all of the inferred mineral resources to higher-confidence categories with additional studies. |
| --- | --- |
| 22.18 | Conclusions |
| --- | --- |
Under the assumptions in this Report, the operations evaluated show a positive cash flow over the remaining LOM. The mine plan is achievable under the set of assumptions and parameters used.
| Date: December 31, 2025 | Page 22 - 7 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 23.0 | RECOMMENDATIONS |
| --- | --- |
The QPs have no material recommendations to make.
| Date: December 31, 2025 | Page 23-1 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 24.0 | REFERENCES |
| --- | --- |
| 24.1 | Bibliography |
| --- | --- |
ALS. 2014. Pilot Plant Test Work New Afton Project New Gold Inc. KM4388, 145 p. (October 2014).
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BC Road Builders and Heavy Construction Association. 2024. Equipment Rental Rate Guide – The Blue Book.
Beck Engineering. 2019. Draft – Simulation of Subsidence – A Simulation of Worst-Case Closure Subsidence for Lift 1, 21 p. (December 1, 2019).
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BGC Engineering Inc (BGC). 2018. New Afton Tailings Storage Facility Design 2018 Update. Report RP-0921055.0532 submitted to New Gold Inc. September 13, 2018.
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| Date: December 31, 2025 | Page 24-1 |
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BGC. 2019d. Historical Afton Tailings Storage Facility 2018 Dam Safety Review. Report RP- 0921057.0572 submitted to New Gold Inc. March 29, 2019.
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Bieniawski, Z.T. 1989. Engineering rock mass classifications. New York: Wiley.
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Cooke DR, Wilson AJ, House MJ, Wolfe RC, Walshe JL, Lickfold V, and Crawford AJ. 2007. Alkalic porphyry Au-Cu and associated mineral deposits of the Ordovician to Early Silurian Macquarie Arc, New South Wales. Australian Journal of Earth Sciences, 54(2-3), 445-463.
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Itasca Consulting Group Inc. 2014b. Analysis of Caving and Subsidence at New Afton Mine – C-Zone Calibration and Forward Modelling, September 26, 2014.
Itasca Consulting Group Inc. 2014c. New Afton C-Zone Dilution Modelling, September 26, 2014.
Itasca Consulting Group Inc. 2014d. Analysis of Caving and Subsidence at New Afton Mine – C-Zone Calibration and Forward Modelling, November 17, 2014.
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Knight Piésold Ltd. 2018. New Afton Tailings Storage Facility 2017 Dam Safety Review. Report VA101-577/8-1 submitted to New Gold Inc. March 29, 2018.
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Lipske J, and Wade D. 2014. Geological Model of the New Afton Copper and Gold Deposit, British Columbia, internal report to New Gold Inc., 53 p.
Lipske J, Wade D, Hall RH, and Petersen MA. 2020. Geology and mineralization of the New Afton Cu-Au alkalic porphyry deposit, Kamloops, British Columbia. Porphyry Deposits of the Northwestern Cordillera of North America: A 25 Year Update. Canadian Institute of Mining, Metallurgy and Petroleum, Special Volume 57 (pp. 648-664).
Logan JM, Mihalynuk MG, Ullrich T, and Friedman RM. 2007. U-Pb ages of intrusive rocks and 40Ar/39Ar plateau ages of copper-gold-silver mineralization associated with alkaline intrusive centres at Mount Polley and the Iron Mask batholith, southern and central British Columbia. Geological
Fieldwork 2006, British Columbia Geological Survey Paper 2007-01. 93-116. Victoria, BC: British Columbia Ministry of Energy, Mines and Petroleum Resources.
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| Date: December 31, 2025 | Page 24-3 |
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| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary |
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New Gold. 2024c. New Afton: 2023 Ministry of Environment & Climate Change Strategy Annual Report 100224. March 2024.
New Gold. 2024d. New Afton Mine – Mine Reclamation and Closure Plan 2024 – Mines Act Permit M-229. November 1, 2024.
Nickson SD (1992) Cable support guidelines for underground hard rock mine operations. Ph.D. Dissertation, University of British Columbia
Okane. 2024. New Afton Mine Closure Failure Modes and Effects Analysis. October 2024. M. A. O’Kane Consultants Inc.
Potvin Y. 1988. Empirical open stope design in Canada. Ph.D. Dissertation, University of British Columbia.
Price RA. 1994. Cordilleran Tectonics. In: Geological Atlas of the Western Canadian Sedimentary Base, G. D. Mossop and I. Shetsen (comp.), Canadian Society of Petroleum Geologists and Alberta Research Council.
Rescan. 2007. Application for a Permit Approving the Mine Plan and Reclamation Program Pursuant to the Mines Act R.S.B.C. 1996, C. 293. New Afton Gold-Copper Mine, British Columbia, Canada. January 2007.
Roscoe Postle Associates Inc. 2006. Technical Report on the New Afton Project. Internal report prepared by Wallis S and Giroux G, for New Gold Inc., 44 p.
Roscoe Postle Associates Inc. 2009. Technical Report on the New Afton Copper/Gold Project, Kamloops, B.C. Prepared by Bergen RD, Rennie DW, and Scott KC, for New Gold Inc., 160 p., filed on SEDAR.
Roscoe Postle Associates Inc. 2015. Technical Report on the New Afton Mine, British Columbia, Canada, prepared by Bergen RD, Krutzelmann H, and Rennie DW, for New Gold Inc. (March 23, 2015), 256 p., filed on SEDAR.
Roscoe Postle Associates Inc. 2016. Technical Report on the New Afton Mine, British Columbia, Canada, prepared by Rennie DW, Bergen RD, and Krutzelmann H, for New Gold Inc. (March 15, 2016), 247 p., filed on SEDAR.
Roscoe Postle Associates Inc. 2020. Technical Report on the New Afton Mine, British Columbia, Canada, prepared by Rennie DW, Lecuyer NL, Krutzelmann H, and Vasquez L, for New Gold Inc (February 28, 2020), filed on SEDAR.
SGS. 2019. 16337-06 – New Afton Gold Deportment – July 25 2019, an Excel workbook prepared for New Gold Inc. (July 24, 2019).
Sim R and Davis B. 2014. Mineral Resource Model, Draft internal report to New Gold, 52 p. (September 5, 2014).
Sim R and Davis B. 2019. Mineral Resource Model and Estimate of Mineral Resources as of December 31, 2018. Internal report to New Gold Inc. June 10, 2019, revised November 6, 2019, 49 p.
SLR Consulting (Canada) Ltd. 2024. New Afton Mine Year-End 2023 Mineral Reserves Review, letter report issued to J. Parsons. March 25, 2024.
| Date: December 31, 2025 | Page 24-4 |
|---|
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 24.2 | Abbreviations and Units of Measure |
| --- | --- |
| Abbreviation/Symbol | Definition |
| --- | --- |
| ' | minutes (geographic) |
| " | seconds (geographic) |
| # | number |
| % | percent |
| < | less than |
| > | greater than |
| °C | degree Celsius |
| º | degrees |
| µ | micron |
| µm | micrometer (micron) |
| a | annum |
| A | ampere |
| AA | atomic absorption |
| AEP | annual exceedance probability |
| Ag | silver |
| AIA | Archaeological Impact Assessment |
| APTSF | Afton Pit Tailings Storage Facility |
| As | arsenic |
| Au | gold |
| B3 | Block 3 block cave |
| C$ | Canadian dollars |
| CA | Cooperation Agreement (New Gold & SSN) |
| cfm | cubic feet per minute |
| cm | centimeter |
| cm² | square centimeter |
| CRF | cemented rockfill |
| Cu | copper |
| CuEq | copper-equivalent |
| Cu Eq | copper equivalent |
| d | day |
| dia. | diameter |
| dmt | dry metric tonne |
| EDF | environmental design flood |
| EMA | BC Environmental Management Act |
| EMC | Environmental Management Committee |
| Date: December 31, 2025 | Page 24-5 |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Abbreviation/Symbol | Definition |
| --- | --- |
| ENV | BC Ministry of Environment and Parks |
| EOR | Engineer of Record |
| FMEA | failure modes and effects analysis |
| ft | feet |
| ft³ | cubic foot / cubic feet |
| g | gram |
| g/L | gram per liter |
| g/t | gram per tonne |
| G&A | general and administrative expenses |
| GPS | global positioning system |
| ha | hectare |
| HATSF | Historical Afton Tailings Storage Facility |
| HCT | humidity cell testing |
| HHERA | Human Health and Ecological Risk Assessment |
| HOD | height of draw |
| HP | horsepower |
| hp | horsepower |
| HQ | 2.5 inch core size |
| HR | hydraulic radius |
| HRCR | critical hydraulic radius |
| HSRC | Health, Safety and Reclamation Code |
| HW | Hanging wall zones |
| ICP | inductively coupled plasma |
| ID2 | inverse distance interpolation (power of 2) |
| IMB | Iron Mask Batholith |
| IOC | Integrated Operations Centre |
| IST | in situ stress testing |
| ITRB | Independent Tailings Review Board |
| k | kilo (thousand) |
| kg | kilogram |
| km | kilometer |
| km/h | kilometer per hour |
| km² | square kilometer |
| kV | kilovolt |
| kW | kilowatt |
| kWh | kilowatt-hour |
| L | liter |
| lb | pound |
| Date: December 31, 2025 | Page 24-6 |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Abbreviation/Symbol | Definition |
| --- | --- |
| lbs | pounds |
| LHD | load-haul-dump |
| LiDAR | light detection and ranging |
| LOM | life of mine |
| LTE | long-term evolution |
| M | mega (million) |
| Ma | mega annum (million years) |
| MAC | Mining Association of Canada |
| masl | meter above sea level |
| max | maximum |
| MCM | BC Ministry of Mines and Critical Minerals |
| mesh | size based on number of screen openings per inch |
| MG | mine grid (elevation) |
| mg | milligram |
| min | minimum |
| mm | millimeter |
| MoE | Ministry of Environment and Climate Change Strategy |
| MPa | megapascal |
| MPBX | multi-point borehole extensometers |
| MFLRNO | Ministry of Forests, Lands, Natural Resource Operations and Rural Development |
| Mst/a | million tons per year |
| Mt | million tonne |
| MVA | megavolt-amperes |
| MW | megawatt |
| MWh | megawatt-hour |
| m | meter |
| m² | square meter |
| m³ | cubic meter |
| m³/h | cubic meter per hour |
| NATSF | New Afton Tailings Storage Facility |
| NN | nearest neighbor |
| NSERC | Natural Sciences and Engineering Research Council |
| NSR | net smelter return |
| NWWMP | Northwest Water Management Pond |
| OK | ordinary kriging |
| OES | optical emission spectroscopy |
| oz | troy ounce |
| Date: December 31, 2025 | Page 24-7 |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Abbreviation/Symbol | Definition |
| --- | --- |
| oz/st | ounces per ton |
| P.Eng. | Professional Engineer |
| P.Geo. | Professional Geologist |
| PCBC | GEOVIA PCBC software |
| Pd | palladium |
| pH | measure of acidity or alkalinity |
| PHTSF | Pothook Pit Tailings Storage Facility |
| PM | particulate matter |
| PM2.5 | particulate matter ≤2.5 µm |
| PM10 | particulate matter ≤10 µm |
| ppm | parts per million |
| ppb | part per billion |
| Pt | platinum |
| QA | quality assurance |
| QC | quality control |
| QA/QC | quality assurance and quality control |
| QP | Qualified Person |
| QPO | Quantifiable Performance Objective |
| RC | reverse circulation |
| RCP | Reclamation and Closure Plan |
| RMR89 | rock mass rating |
| ROM | run-of-mine |
| RQD | rock quality designation |
| RSBC | Revised Statutes of British Columbia |
| s | second |
| S | sulphur |
| SAG | semi-autogenous grinding |
| SBC | Statutes of British Columbia |
| SFR | staged flotation reaction |
| SIB | Skeetchestn Indian Band |
| SMC | semi-autogenous mill comminution |
| SPI | SAG Power Index |
| SSN | Stk’emlupsemc Te Secwepemc Nation |
| st | US short ton (2,000 lb) |
| st/h | tons per hour |
| st/ft³ | tons per cubic foot |
| t | metric tonne |
| TARP | Trigger Action Response Plan |
| Date: December 31, 2025 | Page 24-8 |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Abbreviation/Symbol | Definition |
| --- | --- |
| TAT | thickened and amended tailings |
| tph | tonne per hour |
| t/a | tonne per annum |
| t/d | tonne per day |
| t/od | tonne per operating day |
| TRU | Thompson Rivers University |
| TSF | tailings storage facility |
| TSM | Towards Sustainable Mining |
| US$ | United States dollar |
| W | watt |
| WLRS | Ministry of Water, Lands and Resource Stewardship |
| WMP | water management pond |
| wmt | wet metric tonne |
| wt% | weight percent |
| WQG-FWAL | Water Quality Guidelines for Freshwater Aquatic Life |
| 24.3 | Glossary of Terms |
|---|---|
| Term | Definition |
| --- | --- |
| acid rock drainage/ acid mine<br><br> <br>drainage | Characterized by low pH, high sulfate, and high iron and other metal species. |
| ANFO | A free-running explosive used in mine blasting made of 94% prilled aluminum nitrate and 6% No. 3 fuel oil. |
| aquifer | A geologic formation capable of transmitting significant quantities of groundwater under normal hydraulic gradients. |
| argillic alteration | Introduces any one of a wide variety of clay minerals, including kaolinite, smectite and illite. Argillic alteration is generally a low temperature event, and some may<br> occur in atmospheric conditions |
| azimuth | The direction of one object from another, usually expressed as an angle in degrees relative to true north. Azimuths are usually measured in the clockwise direction, thus<br> an azimuth of 90 degrees indicates that the second object is due east of the first. |
| comminution/crushing/grinding | Crushing and/or grinding of ore by impact and abrasion. Usually, the word "crushing" is used for dry methods and "grinding" for wet methods. Also, "crushing" usually<br> denotes reducing the size of coarse rock while "grinding" usually refers to the reduction of the fine sizes. |
| cut-off grade | A grade level below which the material is not “ore” and considered to be uneconomical to mine and process. The minimum grade of ore used to establish reserves. |
| data verification | The process of confirming that data has been generated with proper procedures, has been accurately transcribed from the original source and is suitable to be used for<br> mineral resource and mineral reserve estimation |
| Date: December 31, 2025 | Page 24-9 |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Term | Definition |
| --- | --- |
| density | The mass per unit volume of a substance, commonly expressed in grams/ cubic centimeter. |
| dilution | Waste of low-grade rock which is unavoidably removed along with the ore in the mining process. |
| feasibility study | A feasibility study is a comprehensive technical and economic study of the selected development option for a mineral project, which includes detailed assessments of all applicable modifying<br> factors, as defined by this section, together with any other relevant operational factors, and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that<br> extraction is economically viable. The results of the study may serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the<br> project.<br><br> <br>A feasibility study is more comprehensive, and with a higher degree of accuracy, than a pre-feasibility study. It must contain mining, infrastructure, and process designs completed with<br> sufficient rigor to serve as the basis for an investment decision or to support project financing. |
| flowsheet | The sequence of operations, step by step, by which ore is treated in a milling, concentration, or smelting process. |
| gangue | The fraction of ore rejected as tailing in a separating process. It is usually the valueless portion, but may have some secondary commercial use |
| indicated mineral resource | An indicated mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and<br> sampling. The term adequate geological evidence means evidence that is sufficient to establish geological and grade or quality continuity with reasonable certainty. The level of geological<br> certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the<br> economic viability of the deposit. |
| inferred mineral resource | An inferred mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The term limited<br> geological evidence means evidence that is only sufficient to establish that geological and grade or quality continuity is more likely than not. The level of geological uncertainty associated with<br> an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic<br> viability.<br><br> <br>A qualified person must have a reasonable expectation that the majority of inferred mineral resources could be upgraded to indicated or measured mineral resources with continued exploration;<br> and should be able to defend the basis of this expectation before his or her peers. |
| internal rate of return (IRR) | The rate of return at which the Net Present Value of a project is zero; the rate at which the present value of cash inflows is equal to the present value of the cash<br> outflows. |
| initial assessment | An initial assessment is a preliminary technical and economic study of the economic potential of all or parts of mineralization to support the<br> disclosure of mineral resources. The initial assessment must be prepared by a qualified person and must include appropriate assessments of reasonably assumed technical and economic factors,<br> together with any other relevant operational factors, that are necessary to demonstrate at the time of reporting that there are reasonable prospects for economic extraction. An initial assessment<br> is required for disclosure of mineral resources but cannot be used as the basis for disclosure of mineral reserves |
| Date: December 31, 2025 | Page 24-10 |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Term | Definition |
| --- | --- |
| life of mine (LOM) | Number of years that the operation is planning to mine and treat ore, and is taken from the current mine plan based on the current evaluation of ore reserves. |
| measured mineral resource | A measured mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and<br> sampling. The term conclusive geological evidence means evidence that is sufficient to test and confirm geological and grade or quality continuity. The level of geological certainty associated<br> with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final<br> evaluation of the economic viability of the deposit. |
| mineral reserve | A mineral reserve is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically<br> viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when<br> the material is mined or extracted.<br><br> <br>The determination that part of a measured or indicated mineral resource is economically mineable must be based on a preliminary feasibility (pre-feasibility) or feasibility study, as defined by<br> this section, conducted by a qualified person applying the modifying factors to indicated or measured mineral resources. Such study must demonstrate that, at the time of reporting, extraction of<br> the mineral reserve is economically viable under reasonable investment and market assumptions. The study must establish a life of mine plan that is technically achievable and economically viable,<br> which will be the basis of determining the mineral reserve.<br><br> <br>The term economically viable means that the qualified person has determined, using a discounted cash flow analysis, or has otherwise analytically determined, that extraction of the mineral<br> reserve is economically viable under reasonable investment and market assumptions.<br><br> <br>The term investment and market assumptions includes all assumptions made about the prices, exchange rates, interest and discount rates, sales volumes, and costs that are necessary to determine<br> the economic viability of the mineral reserves. The qualified person must use a price for each commodity that provides a reasonable basis for establishing that the project is economically viable. |
| mineral resource | A mineral resource is a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects<br> for economic extraction.<br><br> <br>The term material of economic interest includes mineralization, including dumps and tailings, mineral brines, and other resources extracted on or within the earth’s crust. It does not include<br> oil and gas resources as defined in Regulation S-X (§210.4-10(a)(16)(D) of this chapter), gases (e.g., helium and carbon dioxide), geothermal fields, and water.<br><br> <br>When determining the existence of a mineral resource, a qualified person, as defined by this section, must be able to estimate or interpret the location, quantity, grade or quality continuity,<br> and other geological characteristics of the mineral resource from specific geological evidence and knowledge, including sampling; and conclude that there are reasonable prospects for economic<br> extraction of the mineral resource based on an initial assessment, as defined in this section, that he or she conducts by qualitatively applying relevant technical and economic factors likely to<br> influence the prospect of economic extraction. |
| Date: December 31, 2025 | Page 24-11 |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Term | Definition |
| --- | --- |
| mining claim | A description by boundaries of real property in which metal ore and/or minerals may be located. |
| modifying factors | The factors that a qualified person must apply to indicated and measured mineral resources and then evaluate in order to establish the economic viability of mineral<br> reserves. A qualified person must apply and evaluate modifying factors to convert measured and indicated mineral resources to proven and probable mineral reserves. These factors include, but are<br> not restricted to: mining; processing; metallurgical; infrastructure; economic; marketing; legal; environmental compliance; plans, negotiations, or agreements with local individuals or groups; and<br> governmental factors. The number, type and specific characteristics of the modifying factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project. |
| net smelter return royalty (NSR) | A defined percentage of the gross revenue from a resource extraction operation, less a proportionate share of transportation, insurance, and processing costs. |
| open pit | A mine that is entirely on the surface. Also referred to as open-cut or open-cast mine. |
| ounce (oz) (troy) | Used in imperial statistics. A kilogram is equal to 32.1507 ounces. A troy ounce is equal to 31.1035 grams. |
| plant | A group of buildings, and especially to their contained equipment, in which a process or function is carried out; on a mine it will include warehouses, hoisting<br> equipment, compressors, repair shops, offices, mill or concentrator. |
| potassic alteration | A relatively high temperature type of alteration which results from potassium enrichment. Characterized by biotite, K-feldspar. |
| preliminary feasibility study, pre-feasibility study | A preliminary feasibility study (prefeasibility study) is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage<br> where a qualified person has determined (in the case of underground mining) a preferred mining method, or (in the case of surface mining) a pit configuration, and in all cases has determined an<br> effective method of mineral processing and an effective plan to sell the product.<br><br> <br>A pre-feasibility study includes a financial analysis based on reasonable assumptions, based on appropriate testing, about the modifying factors and the evaluation of any other relevant factors<br> that are sufficient for a qualified person to determine if all or part of the indicated and measured mineral resources may be converted to mineral reserves at the time of reporting. The financial<br> analysis must have the level of detail necessary to demonstrate, at the time of reporting, that extraction is economically viable |
| Date: December 31, 2025 | Page 24-12 |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Term | Definition |
| --- | --- |
| probable mineral reserve | A probable mineral reserve is the economically mineable part of an indicated and, in some cases, a measured mineral resource. For a probable mineral reserve, the<br> qualified person’s confidence in the results obtained from the application of the modifying factors and in the estimates of tonnage and grade or quality is lower than what is sufficient for a<br> classification as a proven mineral reserve, but is still sufficient to demonstrate that, at the time of reporting, extraction of the mineral reserve is economically viable under reasonable<br> investment and market assumptions. The lower level of confidence is due to higher geologic uncertainty when the qualified person converts an indicated mineral resource to a probable reserve or<br> higher risk in the results of the application of modifying factors at the time when the qualified person converts a measured mineral resource to a probable mineral reserve. A qualified person must<br> classify a measured mineral resource as a probable mineral reserve when his or her confidence in the results obtained from the application of the modifying factors to the measured mineral resource<br> is lower than what is sufficient for a proven mineral reserve. |
| propylitic | Characteristic greenish color. Minerals include chlorite, actinolite and epidote. Typically contains the assemblage quartz-chlorite-carbonate |
| proven mineral reserve | A proven mineral reserve is the economically mineable part of a measured mineral resource. For a proven mineral reserve, the qualified person has a high degree of<br> confidence in the results obtained from the application of the modifying factors and in the estimates of tonnage and grade or quality. A proven mineral reserve can only result from conversion of a<br> measured mineral resource. |
| qualified person | A qualified person is an individual who is a mineral industry professional with at least five years of relevant experience in the type of mineralization and type of deposit under consideration<br> and in the specific type of activity that person is undertaking on behalf of the registrant; and an eligible member or licensee in good standing of a recognized professional organization at the<br> time the technical report is prepared.<br><br> <br>For an organization to be a recognized professional organization, it must:<br><br> <br>(A) Be either:<br><br> <br>(1) An organization recognized within the mining industry as a reputable professional association, or<br><br> <br>(2) A board authorized by U.S. federal, state, or foreign statute to regulate professionals in the mining, geoscience or related field;<br><br> <br>(B) Admit eligible members primarily on the basis of their academic qualifications and experience;<br><br> <br>(C) Establish and require compliance with professional standards of competence and ethics;<br><br> <br>(D) Require or encourage continuing professional development;<br><br> <br>(E) Have and apply disciplinary powers, including the power to suspend or expel a member regardless of where the member practices or resides; and;<br><br> <br>(F) Provide a public list of members in good standing. |
| reclamation | The restoration of a site after mining or exploration activity is completed. |
| refining | A high temperature process in which impure metal is reacted with flux to reduce the impurities. The metal is collected in a molten layer and the impurities in a slag<br> layer. Refining results in the production of a marketable material. |
| refractory | Gold mineralization normally requiring more sophisticated processing technology for extraction, such as roasting or autoclaving under pressure. |
| Date: December 31, 2025 | Page 24-13 |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| Term | Definition |
| --- | --- |
| rock quality designation (RQD) | A measure of the competency of a rock, determined by the number of fractures in a given length of drill core. For example, a friable ore will have many fractures and a<br> low RQD. |
| royalty | An amount of money paid at regular intervals by the lessee or operator of an exploration or mining property to the owner of the ground. Generally based on a specific<br> amount per tonne or a percentage of the total production or profits. Also, the fee paid for the right to use a patented process. |
| run-of-mine (ROM) | Rehandle where the raw mine ore material is fed into the processing plant’s system, usually the crusher. This is where material that is not direct feed from the mine is<br> stockpiled for later feeding. Run-of-mine relates to the rehandle being for any mine material, regardless of source, before entry into the processing plant’s system. |
| Date: December 31, 2025 | Page 24-14 |
| --- | --- |
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 25.0 | RELIANCE ON INFORMATION PROVIDED BY THE REGISTRANT |
| --- | --- |
| 25.1 | Introduction |
| --- | --- |
The Qualified Persons fully relied on the registrant for guidance in the areas noted in the following sub-sections.
As the operations have been in production for approximately 15 years, first under New Gold management, and now Coeur’s management, the registrant has considerable experience in this area.
The QPs took undertook checks that the information provided by the registrant was suitable to be used in the Report.
| 25.2 | Macroeconomic Trends |
|---|---|
| • | Information relating to inflation, interest rates, discount rates, taxes. |
| --- | --- |
This information is used in the economic analysis in Chapter 19. It supports the mineral resource estimate in Chapter 11, and the mineral reserve estimate in Chapter 12.
| 25.3 | Markets |
|---|---|
| • | Information relating to market studies/markets for product, market entry strategies, marketing and sales contracts, product valuation, product specifications,<br> refining and treatment charges, transportation costs, agency relationships, material contracts (e.g. mining, concentrating, smelting, refining, transportation, handling, hedging arrangements,<br> and forward sales contracts), and contract status (in place, renewals). |
| --- | --- |
This information is used when discussing the market, commodity price, and contract information in Chapter 16, and in the economic analysis in Chapter 19. It supports the mineral resource estimate in Chapter 11, and the mineral reserve estimate in Chapter 12.
| 25.4 | Legal Matters |
|---|---|
| • | Information relating to the corporate ownership interest, the mineral tenure (concessions, payments to retain, obligation to meet expenditure/reporting of work<br> conducted), surface rights, water rights (water take allowances), royalties, encumbrances, easements and rights-of-way, violations and fines, permitting requirements, ability to maintain and<br> renew permits |
| --- | --- |
This information is used in support of the property ownership information in Chapter 3, the permitting and closure discussions in Chapter 17, and the economic analysis in Chapter 19. It supports the mineral resource estimate in Chapter 11, and the mineral reserve estimate in Chapter 12.
| Date: December 31, 2025 | Page 25-1 |
|---|
| New Afton Operations<br><br> <br>British Columbia<br><br> <br>Technical Report Summary | |
|---|---|
| 25.5 | Environmental Matters |
| --- | --- |
| • | Information relating to baseline and supporting studies for environmental permitting, environmental permitting and monitoring requirements, ability to maintain and<br> renew permits, emissions controls, closure planning, closure and reclamation bonding and bonding requirements, sustainability accommodations, and monitoring for and compliance with requirements<br> relating to protected areas and protected species. |
| --- | --- |
This information is used when discussing property ownership information in Chapter 3, the permitting and closure discussions in Chapter 17, and the economic analysis in Chapter 19. It supports the mineral resource estimate in Chapter 11, and the mineral reserve estimate in Chapter 12.
| 25.6 | Stakeholder Accommodations |
|---|---|
| • | Information relating to social and stakeholder baseline and supporting studies, relationships with the local ski areas, hiring and training policies for workforce<br> from local communities, partnerships with stakeholders (including national, regional, and state mining associations; trade organizations; fishing organizations; state and local chambers of<br> commerce; economic development organizations; non-government organizations; and, state and federal governments), and the community relations plan. |
| --- | --- |
This information is used in the social and community discussions in Chapter 17, and the economic analysis in Chapter 19. It supports the mineral resource estimate in Chapter 11, and the mineral reserve estimate in Chapter 12.
| 25.7 | Governmental Factors |
|---|---|
| • | Information relating to taxation and royalty considerations at the Project level, monitoring requirements and monitoring frequency, and bonding requirements. |
| --- | --- |
This information is used in the economic analysis in Chapter 19. It supports the mineral resource estimate in Chapter 11, and the mineral reserve estimate in Chapter 12.
| Date: December 31, 2025 | Page 25-2 |
|---|
Exhibit 99.4

Rainy River Operations
Ontario, Canada
Technical Report Summary

| Prepared for:<br><br> <br>Coeur Mining, Inc. | Prepared by:<br><br> <br>Mr. Corey Kamp, P.Eng.<br><br> <br>Mr. Michael Kontzamanis, P. Eng.<br><br> <br>Ms. Caroline Daoust, P.Geo.<br><br> <br>Mr. Vincent Nadeau-Benoit, P.Geo.<br><br> <br>Ms. Emily O’Hara, P.Eng.<br><br> <br>Mr. Mohammad Taghimohammadi, P. Eng.<br><br> <br>Mr. Travis Pastachak, P.Geo |
|---|---|
| Report current as at:<br><br> <br>31 December, 2025 |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary |
|---|
Date and Signature Page
The following Qualified Persons, who are employees of Coeur Mining, Inc. or its subsidiaries, prepared this technical report summary, entitled “Rainy River Operations, Technical Report Summary” and confirm that the information in the technical report summary is current as at 31 December, 2025.
“Signed”
Mr. Corey Kamp, P.Eng.
“Signed”
Mr. Michael Kontzamanis, P.Eng.
“Signed”
Ms. Caroline Daoust, P.Geo.
“Signed”
Mr. Vincent Nadeau-Benoit, P.Geo.
“Signed”
Ms. Emily O’Hara, P.Eng.
“Signed”
Mr. Mohammad Taghimohammadi, P. Eng.
“Signed”
Mr. Travis Pastachak, P.Geo
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary |
|---|
CONTENTS
| 1 | EXECUTIVE SUMMARY | 1-1 |
|---|---|---|
| 1.1 | Introduction | 1-1 |
| 1.2 | Terms of Reference | 1-1 |
| 1.3 | Property Setting | 1-1 |
| 1.4 | Mineral Tenure, Surface Rights, Water Rights, Royalties and Agreements | 1-2 |
| 1.5 | Geology and Mineralization | 1-2 |
| 1.6 | History and Exploration | 1-3 |
| 1.7 | Drilling and Sampling | 1-4 |
| 1.8 | Data Verification | 1-4 |
| 1.9 | Metallurgical Testwork | 1-5 |
| 1.10 | Mineral Resource Estimation | 1-5 |
| 1.10.1 | Estimation Methodology | 1-5 |
| 1.10.2 | Mineral Resource Statement | 1-6 |
| 1.10.3 | Factors That May Affect the Mineral Resource Estimate | 1-6 |
| 1.11 | Mineral Reserve Estimation | 1-8 |
| 1.11.1 | Estimation Methodology | 1-8 |
| 1.11.1.1 | Open Pit | 1-8 |
| 1.11.1.2 | Underground | 1-9 |
| 1.11.2 | Mineral Reserve Statement | 1-10 |
| 1.11.3 | Factors That May Affect the Mineral Reserve Estimate | 1-10 |
| 1.12 | Mining Methods | 1-10 |
| 1.12.1 | Open Pit | 1-10 |
| 1.12.2 | Underground | 1-12 |
| 1.13 | Recovery Methods | 1-13 |
| 1.14 | Infrastructure | 1-14 |
| 1.15 | Markets and Contracts | 1-15 |
| 1.15.1 | Markets | 1-15 |
| 1.15.2 | Commodity Pricing | 1-15 |
| 1.15.3 | Contracts | 1-15 |
| 1.16 | Environmental, Permitting and Social Considerations | 1-16 |
| 1.16.1 | Environmental Studies and Monitoring | 1-16 |
| 1.16.2 | Closure and Reclamation Considerations | 1-16 |
| 1.16.3 | Permitting | 1-16 |
| 1.16.4 | Social Considerations, Plans, Negotiations and Agreements | 1-16 |
| 1.17 | Capital Cost Estimates | 1-17 |
| 1.18 | Operating Cost Estimates | 1-17 |
| 1.19 | Economic Analysis | 1-18 |
| 1.19.1 | Forward-Looking Information | 1-18 |
| 1.19.2 | Methodology and Assumptions | 1-19 |
| 1.19.3 | Economic Analysis | 1-20 |
| 1.19.4 | Sensitivity Analysis | 1-20 |
| 1.20 | Risks and Opportunities | 1-22 |
| 1.20.1 | Risks | 1-22 |
| 1.20.2 | Opportunities | 1-22 |
| 1.21 | Conclusions | 1-22 |
| 1.22 | Recommendations | 1-22 |
| 2 | INTRODUCTION | 2-1 |
| 2.1 | Registrant | 2-1 |
| Effective Date: December 31, 2025 | Page i | |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | ||
|---|---|---|
| 2.2 | Terms of Reference | 2-1 |
| --- | --- | --- |
| 2.2.1 | Report Purpose | 2-1 |
| 2.2.2 | Terms of Reference | 2-1 |
| 2.3 | Qualified Person Responsibility | 2-2 |
| 2.4 | Site Visits and Scope of Personal Inspection | 2-3 |
| 2.4.1 | Mr. Corey Kamp | 2-3 |
| 2.4.2 | Mr. Michael Kontzamanis | 2-4 |
| 2.4.3 | Ms. Caroline Daoust | 2-4 |
| 2.4.4 | Mr. Vincent Nadeau-Benoit | 2-4 |
| 2.4.5 | Ms. Emily O’Hara | 2-4 |
| 2.4.6 | Mr. Mohammad Taghimohammadi | 2-4 |
| 2.4.7 | Mr. Travis Pastachak | 2-5 |
| 2.5 | Report Date | 2-5 |
| 2.6 | Information Sources and References | 2-5 |
| 2.7 | Previous Technical Report Summaries | 2-5 |
| 3 | PROPERTY DESCRIPTION | 3-1 |
| 3.1 | Property Location | 3-1 |
| 3.2 | Ownership | 3-1 |
| 3.3 | Mineral Title | 3-1 |
| 3.3.1 | Tenure Holdings | 3-1 |
| 3.3.2 | Patented Claims | 3-9 |
| 3.3.3 | Unpatented Claims | 3-9 |
| 3.4 | Property Agreements | 3-10 |
| 3.5 | Surface Rights | 3-10 |
| 3.6 | Water Rights | 3-10 |
| 3.7 | Royalties | 3-10 |
| 3.8 | Streaming Agreements | 3-13 |
| 3.9 | First Nations | 3-14 |
| 3.10 | Encumbrances | 3-14 |
| 3.10.1 | Permitting Requirements | 3-14 |
| 3.10.2 | Violations and Fines | 3-14 |
| 3.11 | Significant Factors and Risks That May Affect Access, Title or Work Programs | 3-14 |
| 4 | ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY | 4-1 |
| 4.1 | Physiography | 4-1 |
| 4.2 | Accessibility | 4-1 |
| 4.3 | Climate | 4-1 |
| 4.4 | Infrastructure | 4-2 |
| 5 | HISTORY | 5-1 |
| 6 | GEOLOGICAL SETTING, MINERALIZATION, AND DEPOSIT | 6-1 |
| 6.1 | Deposit Type | 6-1 |
| 6.2 | Regional Geology | 6-2 |
| 6.3 | Local Geology | 6-3 |
| 6.3.1 | Lithological Units | 6-3 |
| 6.3.2 | Structure | 6-6 |
| 6.3.3 | Mineralization | 6-6 |
| 6.4 | Property Geology | 6-6 |
| 6.4.1 | Deposit Dimensions | 6-6 |
| 6.4.2 | Lithological Units | 6-6 |
| 6.4.3 | Mineralization | 6-11 |
| Effective Date: December 31, 2025 | Page ii | |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | ||
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| 6.4.3.1 | Main Zone | 6-11 |
| --- | --- | --- |
| 6.4.3.2 | ODM and 17 Zones | 6-11 |
| 6.4.3.3 | 433 Zone | 6-11 |
| 6.4.3.4 | HS Zone | 6-11 |
| 6.4.3.5 | NW Trend | 6-12 |
| 6.4.3.6 | Cap Zone | 6-13 |
| 6.4.3.7 | Intrepid Zone | 6-13 |
| 6.4.3.8 | 34 Zone | 6-13 |
| 6.4.3.9 | Other Zones | 6-13 |
| 7 | EXPLORATION | 7-1 |
| 7.1 | Exploration | 7-1 |
| 7.1.1 | Grids and Surveys | 7-1 |
| 7.1.2 | Geological Mapping | 7-1 |
| 7.1.3 | Mobile Metal Ion Sampling | 7-1 |
| 7.1.4 | Rock Chip, and Conventional Soil and Till Sampling | 7-1 |
| 7.1.5 | Short-Wavelength Infrared Alteration Study | 7-3 |
| 7.1.6 | Corescan Hyperspectral Alteration Study | 7-3 |
| 7.1.7 | Geochemistry Data Review | 7-4 |
| 7.1.8 | Geophysics | 7-4 |
| 7.1.9 | Qualified Person’s Interpretation of the Exploration Information | 7-4 |
| 7.1.10 | Exploration Potential | 7-4 |
| 7.2 | Drilling | 7-5 |
| 7.2.1 | Overview | 7-5 |
| 7.2.2 | Drill Methods | 7-10 |
| 7.2.3 | Logging | 7-10 |
| 7.2.4 | Recovery | 7-10 |
| 7.2.5 | Collar Surveys | 7-11 |
| 7.2.6 | Down Hole Surveys | 7-11 |
| 7.2.7 | Drilling Since Database Close-out Date | 7-11 |
| 7.2.8 | Comment on Material Results and Interpretation | 7-12 |
| 7.3 | Hydrogeology | 7-12 |
| 7.4 | Geotechnical | 7-13 |
| 8 | SAMPLE PREPARATION, ANALYSES, AND SECURITY | 8-1 |
| 8.1 | Sampling Methods | 8-1 |
| 8.1.1 | Reverse Circulation | 8-1 |
| 8.1.2 | Core | 8-1 |
| 8.1.3 | Grade Control | 8-1 |
| 8.1.4 | Underground Face | 8-2 |
| 8.2 | Sample Security Methods | 8-2 |
| 8.2.1 | Sample Retention | 8-2 |
| 8.3 | Density Determinations | 8-2 |
| 8.4 | Analytical and Test Laboratories | 8-3 |
| 8.5 | Sample Preparation | 8-3 |
| 8.6 | Analysis | 8-3 |
| 8.7 | Quality Assurance and Quality Control | 8-3 |
| 8.7.1 | Blanks | 8-7 |
| 8.7.2 | Standards | 8-7 |
| 8.7.3 | Duplicates | 8-8 |
| 8.7.4 | Umpire Laboratory Checks | 8-8 |
| 8.8 | Database | 8-8 |
| Effective Date: December 31, 2025 | Page iii | |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | ||
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| 8.9 | Qualified Person’s Opinion on Sample Preparation, Security, and Analytical Procedures | 8-9 |
| --- | --- | --- |
| 9 | DATA VERIFICATION | 9-1 |
| 9.1 | Internal Data Verification | 9-1 |
| 9.2 | External Data Verification | 9-1 |
| 9.3 | Data Verification by Qualified Person | 9-1 |
| 9.4 | Qualified Person’s Opinion on Data Adequacy | 9-2 |
| 10 | MINERAL PROCESSING AND METALLURGICAL TESTING | 10-1 |
| 10.1 | Test Laboratories | 10-1 |
| 10.2 | Metallurgical Testwork | 10-1 |
| 10.3 | Recovery Estimates | 10-4 |
| 10.4 | Metallurgical Variability | 10-6 |
| 10.5 | Deleterious Elements | 10-7 |
| 10.6 | Qualified Person’s Opinion on Data Adequacy | 10-7 |
| 11 | MINERAL RESOURCE ESTIMATES | 11-1 |
| 11.1 | Introduction | 11-1 |
| 11.2 | Database | 11-1 |
| 11.3 | Exploratory Data Analysis | 11-1 |
| 11.4 | Geological Models and Estimation Domains | 11-2 |
| 11.5 | Domain Codes | 11-2 |
| 11.6 | Density Assignment | 11-4 |
| 11.7 | Grade Capping/Outlier Restrictions | 11-4 |
| 11.7.1 | Capping | 11-4 |
| 11.7.2 | Restricted Search | 11-4 |
| 11.8 | Composites | 11-5 |
| 11.9 | Variography | 11-5 |
| 11.10 | Estimation/interpolation Methods | 11-5 |
| 11.11 | Validation | 11-6 |
| 11.12 | Confidence Classification of Mineral Resource Estimate | 11-6 |
| 11.12.1 | Mineral Resource Confidence Classification | 11-6 |
| 11.12.2 | Uncertainties Considered During Confidence Classification | 11-7 |
| 11.13 | Reasonable Prospects of Economic Extraction | 11-7 |
| 11.13.1 | Input Assumptions | 11-7 |
| 11.13.2 | Mineral Resources Potentially Amenable to Open Pit Mining Methods | 11-8 |
| 11.13.3 | Mineral Resources Potentially Amenable to Underground Mining Methods | 11-10 |
| 11.13.4 | Commodity Price | 11-10 |
| 11.13.5 | Cut-off Grades | 11-10 |
| 11.13.6 | QP Statement | 11-11 |
| 11.14 | Mineral Resource Statement | 11-11 |
| 11.15 | Uncertainties (Factors) That May Affect the Mineral Resource Estimate | 11-13 |
| 12 | MINERAL RESERVE ESTIMATES | 12-1 |
| 12.1 | Introduction | 12-1 |
| 12.2 | Commodity Price | 12-1 |
| 12.3 | Cut-off | 12-1 |
| 12.4 | Open Pit | 12-2 |
| 12.4.1 | Development of Mining Case | 12-2 |
| 12.4.2 | Designs | 12-2 |
| 12.4.3 | Input Assumptions | 12-2 |
| 12.4.4 | Ore Loss and Dilution | 12-3 |
| 12.5 | Underground | 12-4 |
| 12.5.1 | Development of Mining Case | 12-4 |
| Effective Date: December 31, 2025 | Page iv | |
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| 12.5.2 | Designs | 12-4 |
| --- | --- | --- |
| 12.5.3 | Input Assumptions | 12-4 |
| 12.5.4 | Ore Loss and Dilution | 12-4 |
| 12.6 | Mineral Reserve Statement | 12-5 |
| 12.7 | Uncertainties (Factors) That May Affect the Mineral Reserve Estimate | 12-7 |
| 13 | MINING METHODS | 13-1 |
| 13.1 | Introduction | 13-1 |
| 13.2 | Open Pit | 13-1 |
| 13.2.1 | Geotechnical Considerations | 13-1 |
| 13.2.2 | Hydrogeology Considerations | 13-4 |
| 13.2.3 | Operations | 13-4 |
| 13.2.4 | Blasting and Explosives | 13-5 |
| 13.2.5 | Grade Control and Production Monitoring | 13-5 |
| 13.2.6 | Equipment | 13-7 |
| 13.3 | Underground | 13-7 |
| 13.3.1 | Geotechnical Considerations | 13-7 |
| 13.3.2 | Hydrogeology Considerations | 13-9 |
| 13.3.3 | Operations | 13-10 |
| 13.3.4 | Mining | 13-10 |
| 13.3.4.1 | Intrepid | 13-11 |
| 13.3.4.2 | Main | 13-11 |
| 13.3.4.3 | Lateral Development | 13-11 |
| 13.3.5 | Infrastructure | 13-11 |
| 13.3.5.1 | Ventilation | 13-13 |
| 13.3.5.2 | Electrical | 13-13 |
| 13.3.5.3 | Communication Network | 13-13 |
| 13.3.5.4 | Fuel Distribution Network | 13-14 |
| 13.3.5.5 | Mine Process Water | 13-14 |
| 13.3.5.6 | Compressed Air | 13-16 |
| 13.3.5.7 | Refuge Stations and Secondary Egress | 13-16 |
| 13.3.6 | Blasting and Explosives | 13-16 |
| 13.3.7 | Grade Control and Production Monitoring | 13-17 |
| 13.3.8 | Equipment | 13-17 |
| 13.4 | Production Plan | 13-18 |
| 14 | RECOVERY METHODS | 14-1 |
| 14.1 | Process Method Selection | 14-1 |
| 14.2 | Flowsheet | 14-1 |
| 14.3 | Plant Design | 14-1 |
| 14.3.1 | Crushing | 14-1 |
| 14.3.2 | Grinding | 14-1 |
| 14.3.3 | Gravity Concentration and Intensive Cyanide Leaching | 14-3 |
| 14.3.4 | Leaching and Carbon-In-Pulp Circuit | 14-3 |
| 14.3.5 | Carbon Desorption, Regeneration, and Reactivation | 14-4 |
| 14.3.6 | Electrowinning | 14-4 |
| 14.3.7 | Tailings | 14-4 |
| 14.4 | Power and Consumables | 14-5 |
| 14.4.1 | Power | 14-5 |
| 14.4.2 | Water | 14-5 |
| 14.4.3 | Process Consumables | 14-5 |
| 14.5 | Personnel | 14-5 |
| Effective Date: December 31, 2025 | Page v | |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | ||
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| 15 | INFRASTRUCTURE | 15-1 |
| --- | --- | --- |
| 15.1 | Introduction | 15-1 |
| 15.2 | Roads and Logistics | 15-1 |
| 15.3 | Stockpiles | 15-3 |
| 15.4 | Waste Rock Storage Facilities | 15-3 |
| 15.5 | Tailings Management Area | 15-4 |
| 15.6 | Water Management | 15-6 |
| 15.6.1 | Non-Contact Water | 15-6 |
| 15.6.2 | Contact Water | 15-6 |
| 15.6.3 | Water Treatment | 15-6 |
| 15.7 | Water Supply | 15-7 |
| 15.8 | Camps and Accommodation | 15-7 |
| 15.9 | Power and Electrical | 15-7 |
| 16 | MARKET STUDIES AND CONTRACTS | 16-1 |
| 16.1 | Markets | 16-1 |
| 16.2 | Commodity Price Forecasts | 16-1 |
| 16.3 | Contracts | 16-1 |
| 17 | ENVIRONMENTAL STUDIES, PERMITTING, AND PLANS, NEGOTIATIONS, OR AGREEMENTS WITH LOCAL INDIVIDUALS OR GROUPS | 17-1 |
| 17.1 | Baseline and Supporting Studies | 17-1 |
| 17.2 | Environmental Considerations/Monitoring Programs | 17-1 |
| 17.2.1 | Waste Rock Storage Facilities | 17-2 |
| 17.2.2 | Tailings Management | 17-2 |
| 17.3 | Closure and Reclamation Considerations | 17-3 |
| 17.4 | Permitting | 17-4 |
| 17.5 | Social Considerations, Plans, Negotiations and Agreements | 17-4 |
| 17.6 | Qualified Person’s Opinion on Adequacy of Current Plans to Address Issues | 17-6 |
| 18 | CAPITAL AND OPERATING COSTS | 18-1 |
| 18.1 | Introduction | 18-1 |
| 18.2 | Capital Cost Estimates | 18-1 |
| 18.2.1 | Basis of Estimate | 18-1 |
| 18.2.2 | Capital Cost Summary | 18-1 |
| 18.3 | Operating Cost Estimates | 18-2 |
| 18.3.1 | Basis of Estimate | 18-2 |
| 18.3.2 | Operating Cost Summary | 18-3 |
| 19 | ECONOMIC ANALYSIS | 19-1 |
| 19.1 | Forward-looking Information | 19-1 |
| 19.2 | Methodology Used | 19-1 |
| 19.3 | Financial Model Parameters | 19-2 |
| 19.3.1 | Mineral Resource, Mineral Reserve, and Mine Life | 19-2 |
| 19.3.2 | Metallurgical Recoveries | 19-2 |
| 19.3.3 | Smelting and Refining Terms | 19-2 |
| 19.3.4 | Metal Prices | 19-2 |
| 19.3.5 | Capital and Operating Costs | 19-2 |
| 19.3.6 | Working Capital | 19-2 |
| 19.3.7 | Taxes and Royalties | 19-2 |
| 19.3.8 | Closure Costs and Salvage Value | 19-3 |
| 19.3.9 | Financing | 19-3 |
| 19.3.10 | Inflation | 19-3 |
| 19.4 | Economic Analysis | 19-3 |
| Effective Date: December 31, 2025 | Page vi | |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | ||
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| 19.5 | Sensitivity Analysis | 19-3 |
| --- | --- | --- |
| 20 | ADJACENT PROPERTIES | 20-1 |
| 21 | OTHER RELEVANT DATA AND INFORMATION | 21-1 |
| 22 | INTERPRETATION AND CONCLUSIONS | 22-1 |
| 22.1 | Introduction | 22-1 |
| 22.2 | Mineral Tenure, Surface Rights, Water Rights, Royalties and Agreements | 22-1 |
| 22.3 | Geology and Mineralization | 22-1 |
| 22.4 | Exploration, Drilling, and Sampling | 22-1 |
| 22.5 | Data Verification | 22-2 |
| 22.6 | Metallurgical Testwork | 22-2 |
| 22.7 | Mineral Resource Estimates | 22-3 |
| 22.8 | Mineral Reserve Estimates | 22-3 |
| 22.9 | Mining Methods | 22-4 |
| 22.10 | Recovery Methods | 22-4 |
| 22.11 | Infrastructure | 22-4 |
| 22.12 | Market Studies | 22-4 |
| 22.13 | Environmental, Permitting and Social Considerations | 22-5 |
| 22.14 | Capital Cost Estimates | 22-5 |
| 22.15 | Operating Cost Estimates | 22-5 |
| 22.16 | Economic Analysis | 22-6 |
| 22.17 | Risks and Opportunities | 22-6 |
| 22.17.1 | Risks | 22-6 |
| 22.17.2 | Opportunities | 22-6 |
| 22.18 | Conclusions | 22-7 |
| 23 | RECOMMENDATIONS | 23-1 |
| 24 | REFERENCES | 24-1 |
| 24.1 | Bibliography | 24-1 |
| 24.2 | Abbreviations and Units of Measure | 24-8 |
| 24.3 | Glossary of Terms | 24-14 |
| 25 | RELIANCE ON INFORMATION PROVIDED BY THE REGISTRANT | 25-1 |
| 25.1 | Introduction | 25-1 |
| 25.2 | Macroeconomic Trends | 25-1 |
| 25.3 | Markets | 25-1 |
| 25.4 | Legal Matters | 25-1 |
| 25.5 | Environmental Matters | 25-2 |
| 25.6 | Stakeholder Accommodations | 25-2 |
| 25.7 | Governmental Factors | 25-2 |
TABLES
| Table 1‑1: | Mineral Resources Statement at December 31, 2025 | 1-7 |
|---|---|---|
| Table 1‑2: | Mineral Reserves Statement at December 31, 2025 | 1-11 |
| Table 1‑3: | LOM Capital Cost Estimate (US$ M) | 1-18 |
| Table 1‑4: | LOM Operating Cost Estimate | 1-19 |
| Table 1‑5: | Metal Price Assumptions | 1-20 |
| Table 1‑6: | Cashflow Summary Table | 1-21 |
| Table 1‑7: | Sensitivity Table (US$ M) | 1-21 |
| Table 2‑1: | QP Chapter Responsibilities | 2-3 |
| Table 3‑1: | Patented Claims, Project Lands | 3-3 |
| Effective Date: December 31, 2025 | Page vii | |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | ||
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| Table 3‑2: | Patented Claims, Infrastructure Lands and Project Overlap Lands | 3-6 |
| --- | --- | --- |
| Table 3‑3: | Patented Claims, Regional Lands | 3-7 |
| Table 3‑4: | Rainy River Royalty Summary | 3-11 |
| Table 5‑1: | Exploration and Development History Summary | 5-2 |
| Table 6‑1: | Key Structural Features | 6-7 |
| Table 6‑2: | Zone Dimensions | 6-7 |
| Table 6‑3: | Stratigraphic Units | 6-8 |
| Table 6‑4: | Intrusive Units | 6-9 |
| Table 7‑1: | Property Drill Summary Table | 7-6 |
| Table 7‑2: | Drill Summary Table Supporting Mineral Resource Estimates | 7-7 |
| Table 8‑1: | Density Statistics | 8-3 |
| Table 8‑2: | Sample Preparation and Analytical Laboratories | 8-4 |
| Table 8‑3: | Sample Preparation Procedures | 8-4 |
| Table 8‑4: | Analytical Methods, Gold | 8-5 |
| Table 8‑5: | Analytical Methods, Silver | 8-6 |
| Table 10‑1: | Metallurgical, Sample Preparation and Analytical Laboratories | 10-2 |
| Table 10‑2: | Forecast Metallurgical Recovery Formulae | 10-4 |
| Table 11‑1: | Confidence Classification Criteria | 11-7 |
| Table 11‑2: | Constraining Pit Shell Assumptions | 11-8 |
| Table 11‑3: | Constraining Mineable Shape Assumptions | 11-11 |
| Table 11‑4: | Mineral Resources Statement as at December 31, 2025 | 11-12 |
| Table 12‑1: | Pit Shell Input Parameters | 12-3 |
| Table 12‑2: | Stope Optimization Input Parameters | 12-5 |
| Table 12‑3: | Summary of Proven and Probable Mineral Reserves at December 31, 2025 | 12-6 |
| Table 13‑1: | Geotechnical Pit Design Parameters | 13-3 |
| Table 13‑2: | Peak Required Equipment List, Open Pit | 13-8 |
| Table 13‑3: | Geotechnical Properties by Mining Zone | 13-8 |
| Table 13‑4: | Geotechnical Rock Strengths | 13-9 |
| Table 13‑5: | Lateral Development Drift Dimensions | 13-12 |
| Table 13‑6: | Underground Drill Patterns | 13-17 |
| Table 13‑7: | Peak Required Equipment List | 13-18 |
| Table 13‑8: | LOM Production Plan | 13-19 |
| Table 14‑1: | Process Consumables | 14-6 |
| Table 17‑1: | Key Active Permits and Authorizations | 17-5 |
| Table 18‑1: | LOM Capital Cost Estimate (US$ M) | 18-2 |
| Table 18‑2: | LOM Operating Cost Estimate | 18-3 |
| Table 19‑1: | Metal Price Assumptions | 19-3 |
| Table 19‑2: | Cashflow Summary Table | 19-4 |
| Table 19‑3: | Cashflow Forecast on Annualized Basis (US$ x 1,000,000) | 19-5 |
| Table 19‑4: | Sensitivity Table (US$ M) | 19-7 |
FIGURES
| Figure 2‑1: | Project Location Plan | 2-2 |
|---|---|---|
| Figure 3‑1: | Mineral Tenure Location Map | 3-2 |
| Figure 3‑2: | Project Royalty Overview | 3-13 |
| Figure 6‑1: | Regional Geology Map | 6-2 |
| Figure 6‑2: | Bedrock Geology, Rainy River Deposit Area | 6-4 |
| Figure 6‑3: | Stratigraphic Column, Rainy River Deposit Area | 6-5 |
| Effective Date: December 31, 2025 | Page viii | |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | ||
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| Figure 6‑4: | Deposit Geology Map | 6-10 |
| --- | --- | --- |
| Figure 6‑5: | Geological Cross-Section, Main Zone | 6-12 |
| Figure 6‑6: | Geological Cross-Section, Intrepid Zone | 6-14 |
| Figure 7‑1: | Coeur Exploration Program Location Plan | 7-2 |
| Figure 7‑2: | Property Drill Collar Locations | 7-8 |
| Figure 7‑3: | Drill Collar Location Map, Drilling Supporting Estimation | 7-9 |
| Figure 10‑1: | Gold Grade–Recovery Curve | 10-5 |
| Figure 10‑2: | Silver Grade–Recovery Curve | 10-6 |
| Figure 11‑1: | Inclined View of Resource Domains | 11-3 |
| Figure 11‑2: | Cross Section and Location Plan for Mineral Resources | 11-9 |
| Figure 13‑1: | Cross Section and Plan Showing Mineral Reserves and Mining Zones | 13-2 |
| Figure 13‑2: | Open Pit Overview | 13-6 |
| Figure 13‑3: | Ventilation Schematic | 13-15 |
| Figure 14‑1: | Process Flow Sheet | 14-2 |
| Figure 15‑1: | Mine Infrastructure Layout Map | 15-2 |
| Figure 15‑2: | TMA Layout Plan | 15-5 |
APPENDICES
Appendix A: Detailed Mineral Tenure Tables and Figures
| Effective Date: December 31, 2025 | Page ix |
|---|
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| 1 | EXECUTIVE SUMMARY |
| --- | --- |
| 1.1 | Introduction |
| --- | --- |
Mr. Corey Kamp, P.Eng., Mr. Michael Kontzamanis, P.Eng., Ms. Caroline Daoust, P.Geo., Mr. Vincent Nadeau-Benoit, P.Geo., Ms. Emily O’Hara, P.Eng., Mr. Mohammad Taghimohammadi, P.Eng., and Mr. Travis Pastachak, P.Geo., prepared this technical report summary (the Report) on the Rainy River Operations in northwestern Ontario (ON), Canada. Coeur Mining, Inc. (Coeur) holds a 100% interest in the Project.
The Rainy River Operations consist of the currently operating open-pit, and underground mines, processing facility, and associated infrastructure.
| 1.2 | Terms of Reference |
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The Report was prepared to be attached as an exhibit to support mineral property disclosure, including mineral resource and mineral reserve estimates, for the Rainy River Operations in Coeur’s Current Report on Form 8-K.
Mineral resources and mineral reserves are reported for the Rainy River open pit, underground, and surface stockpiles.
Unless otherwise indicated, all financial values are reported in United States dollars (US$). Metric units are primarily used for mineral resources, reserves, and grades (e.g., tonnes and g/t), although some US customary units may appear where applicable. The Report uses US English.
Mineral resources and mineral reserves are reported using the definitions in Item 1300 of Regulation S–K (17 CFR Part 229) (S-K 1300) of the United States Securities and Exchange Commission.
| 1.3 | Property Setting |
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The Rainy River Operations are in northwestern Ontario, Canada, approximately 50 km northwest of Fort Frances. The approximate center of the property is located at 48° 50' latitude north and 94° 01' longitude west, or 5409500N and 425500E using NAD83, Zone 15 North Universal Transverse Mercator (UTM) coordinates. The elevation of the property is approximately 360 masl.
The area is accessed by a network of paved provincial roads and highways, as well as by commercial airlines flying into International Falls, Minnesota. Access from Thunder Bay to the property is approximately 415 km and access from Winnipeg is approximately 369 km through Kenora. Sealed roads provide year-round access. The Canadian National Railway is situated 21 km south of the property, running east-west just north of the Minnesota border. The nearby towns and villages of Fort Frances, Emo, and Rainy River are located along this railway line.
Hydroelectricity is generated north of Kenora at several locations, as well as to the west and east of Thunder Bay. The major drainage system includes Rainy Lake to the southeast, which is drained by the Rainy River flowing west along the Minnesota border into Lake of the Woods, eventually feeding into the Lake Winnipeg watershed.
The region has a continental climate, with extreme temperatures ranging from +35°C in summer to -40°C in winter. The area receives an average annual precipitation of 710 mm, with about 670 mm of rainfall and 142 cm of snowfall. The heaviest monthly precipitation occurs in June and July. The mine operates year-round.
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| 1.4 | Mineral Tenure, Surface Rights, Water Rights, Royalties and Agreements |
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Coeur holds mineral title under patented claims, surface rights, Crown lands, and unpatented claims (cell claims, multi-cell claims (both staked online), and boundary cell claims (staked prior to online staking).
Coeur divides the patented titles associated with the mine into three areas:
| • | “Project Lands”. A term used for the tenures that host the Rainy River Mine, and adjacent lands intended for mining. This category includes 117 separate parcels covering approximately 5,787 ha; |
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| • | “Infrastructure Lands”. A term used for the tenures that are leased or owned for the transmission line corridor. This category includes 22 parcels that cover approximately 2,800.22 ha, of which six parcels, totaling 419.23 ha, overlap<br> with the Project Lands. Tenures are either owned by Coeur or leased; |
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| • | “Regional Lands”. A term used for the broader land holdings associated with the Project. This category includes 75 parcels covering approximately 3,698.44 ha. A total of 31 parcels are designated as Species at Risk (SAR) Habitat<br> Compensation Lands. Tenures are either owned by Coeur or leased. |
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Coeur holds all the surface rights required for its mining leases and concessions, including those covering the mineral resource and mineral reserve estimate areas of the Rainy River deposit. Additional exploration claims within the property are situated on either Crown land or private land. For these claims, Coeur retains the first right to acquire surface rights by advancing the claims to mining lease status.
A portion of the mineral lands are covered by either a 1–2% net smelter return (NSR) royalty or a 10% net profits interest (NPI) royalty. Coeur has agreed to financial participation in the mine in the form of royalties to certain First Nations with Impact Benefit Agreements.
In 2015, Coeur entered into a streaming agreement with Royal Gold A.G., a subsidiary of Royal Gold Inc. (Royal Gold), to assist with the development of the Rainy River Operations. Through this arrangement, Royal Gold provided funding in exchange for a share of the mine’s future gold and silver production, with the percentages adjusted based on production levels. Additionally, Royal Gold committed to paying a portion of the current spot price for gold or silver at the time of delivery for each ounce supplied under the agreement.
| 1.5 | Geology and Mineralization |
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The Rainy River Operations are located within the 2.7 billion years (Ga) old Neoarchean Rainy River Greenstone Belt, which forms part of the Wabigoon Subprovince of the Superior Province. The Wabigoon Subprovince is a 900 km long, east–west-trending lenticular volcano–plutonic terrane subdivided into two domains, the Eastern Wabigoon and the Western Wabigoon domains. The Rainy River Operations are located in the Western Wabigoon Domain.
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The Rainy River property covers a 50 km long segment of the 70 km long Rainy River Greenstone Belt. The geology of the property is dominated by tholeiitic mafic volcanic rocks cored by a younger sequence of calc-alkaline felsic volcaniclastic rocks (which hosts the Rainy River deposit) and their intrusive equivalents. Later post-mineral granitic intrusions also occur and intrude both the mafic and felsic rocks. A sequence of metasedimentary rocks bounds the volcanic rocks to the south of the property.
The Rainy River deposit is interpreted to be a gold-silver rich volcanogenic massive sulfide (VMS) deposit with a primary synvolcanic source and a secondary syn-tectonic mineralization event that deformed and enriched primary mineralization. The initial stage of mineralization at Rainy River has been interpreted as coeval deposition of base metal and gold mineralization. Subsequently, the deposit experienced protracted deformation associated with northeast–southwest D1 compression, later transitioning to northwest–southeast D2 transpression, resulting in the deformation and transposition of mineralization along steep southeast plunges. These mineralizing and deformation events account for the current geometry and distribution of mineralization at the Rainy River deposit.
The Rainy River deposit consists of multiple distinct zones of mineralization and alteration that are grouped into the Main Zone, Intrepid Zone and Other Zones.
The Main Zone comprises the ODM, 17 Zone, 433 Zone, HS, Cap, and NW Trend, and constitutes the bulk of the deposit. The styles of mineralization can vary between the different zones and typically include arrays of foliation parallel and tightly folded sulfide stringers, disseminated sulfides, and to a lesser degree variably deformed quartz, carbonate–sulfide, and gold-bearing veinlets. Alteration styles vary from sericite-dominant (ODM, 17, NW Trend) to chlorite-dominant (433, HS, Cap). The main sulfides associated with gold and silver mineralization include pyrite and sphalerite with local occurrences of chalcopyrite and galena.
The Intrepid Zone is located approximately 800 m east of the eastern extension of the Main Zone. Typical Intrepid gold mineralization occurs as sulfide stringers, stockwork, and disseminations, with high-grade gold and silver mineralization associated with deformed quartz–pyrite veinlets that overprint other mineralization styles. Iron-poor sphalerite stringers are commonly associated with high-grade gold mineralization.
Exploration potential exists within the Rainy River deposit area and surrounding property. Within the mine, exploration potential includes the down-plunge extension of multiple mineralized lenses within the Main Zone, as these zones are all open at depth. Additional in-mine opportunities include testing between known zones for additional mineralization. Beyond the mine, multiple early-stage prospects occur throughout the Rainy River Greenstone Belt, including VMS-style mineralization in the Off Lake area, soil and till anomalies throughout the property, and electromagnetic anomalies southeast of the mine.
| 1.6 | History and Exploration |
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Exploration in the Rainy River region began in 1967, with various companies and government organizations conducting geological and geophysical activities. In 1990, Nuinsco Resources Limited (Nuinsco) acquired the property and launched extensive exploration efforts that included geological mapping, geochemical grid sampling, and geophysical surveys and that continued through 2004. In June 2005, Rainy River Resources Ltd. (Rainy River Resources) acquired a 100% interest in the Rainy River Operations. Rainy River Resources advanced exploration by relogging historical drill core, establishing a GIS database, and conducting additional geophysical surveys to refine the mineralization model.
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In 2013, New Gold Inc. (New Gold) acquired the Rainy River Operations through the purchase of Rainy River Resources. New Gold released an updated feasibility study (as defined in Canada), integrating previous exploration results. In 2015, New Gold expanded its land position through the acquisition of Bayfield Ventures Ltd., which owned several adjacent mining claims.
Open-pit stripping activities commenced in 2016. Ore processing commenced in September 2017 and commercial production in mid-October 2017. Underground development started in June 2021, with processing of the first underground ore in September 2022.
| 1.7 | Drilling and Sampling |
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Drilling activities on the Rainy River property have evolved significantly over the past three decades, reflecting advancements in exploration techniques and resource definition strategies. A total of 2,938 diamond drill holes from surface, 829 diamond drill holes from underground and 6,062 reverse circulation (RC) drill holes, totaling 1,481,957 m of combined surface and underground drilling, were completed between 1993 and 2025.
Drilling for reserve definition mostly used NQ core (97% of drill core), targeting a spacing of 30–60 m. RC grade control drilling for the open pit targeted a spacing of 10–12 m, while delineation drilling for the underground (BQ diamond drilling) targeted a spacing of 15 m. Core recoveries collected since 2013 show average recoveries of 99.9%.
Sampling methods varied between the different drilling purposes and methods. For RC grade control drilling, chip samples are collected every 2 m. Samples for core drilling for exploration and reserve definition were halved, with half of the sample kept as reference. Sample length varied from 0.5–1.5 m. For underground delineation drilling, the entire core is sampled with average length of 0.5–1.5 m.
| 1.8 | Data Verification |
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Data verification programs have historically been carried out by independent consultants and Coeur operations personnel. Coeur implements a series of routine verification procedures to ensure the reliable collection of exploration data. All work is conducted by appropriately qualified personnel under the supervision of qualified geologists.
Internal validations of the block model were conducted using several methods, including a thorough visual review of the model grades in relation to the underlying drill hole assays and composite grades, comparisons with previous mineral resource estimates and the grade control model, and analyses using other estimation methods through statistics and swath plots.
The QP is of the opinion that the data verification programs for Project data adequately support the geological interpretations, the analytical and database quality, and therefore support the use of the data in mineral resource and mineral reserve estimation, and in mine planning.
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| 1.9 | Metallurgical Testwork |
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Metallurgical testwork was conducted over multiple phases to support plant design, technical evaluations, and LOM planning for both open-pit and underground operations. Early testwork established the selected flowsheet and design parameters, while subsequent programs expanded to cover mineralogy, comminution, gravity concentration, leaching, rheology, environmental performance, variability, and carbon-in-pulp (CIP) behavior. This work provided a robust understanding of ore variability, metallurgical response, and process performance across the principal ore zones.
Since plant start-up in 2017, metallurgical testwork has focused on validation and optimization using actual operating data. Independent audits and targeted studies confirmed the suitability of the original design assumptions, identified opportunities for throughput and efficiency improvements, and supported operational decisions such as discontinuing routine use of the acid wash circuit. Ongoing optimization of grinding, leaching, thickening, and reagent usage has confirmed that the leach and CIP circuits operate near optimal conditions for most ore types.
Recent underground metallurgical testwork completed in 2025 further validated leach performance and recovery assumptions for underground ore, confirming favorable kinetics and recoveries for most zones and identifying the Cap Zone as the most metallurgically challenging due to higher sulfide content and partially refractory mineralization.
Grade–recovery formulas were developed to forecast LOM plan gold and silver recoveries. Gold recoveries are capped to a maximum of 94%.
There are no known processing factors or deleterious elements that could have a significant effect on economic extraction.
Overall, the metallurgical testwork is considered adequate and appropriate for the level of study, supports the derivation of recovery factors used in LOM planning, and indicates no material metallurgical risks to the economic extraction of the mineral reserves.
| 1.10 | Mineral Resource Estimation |
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| 1.10.1 | Estimation Methodology |
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Mineral resources are estimated for the Main and Intrepid Zones. There are three separate block models, two block models for the Main Zone (ODM, 17EL, 433, HS, NW Trend, and Cap): one for the open pit portion and one for the underground portion of the Main Zone and, finally, one block model for the Intrepid Zone.
The Main Zone open pit model is estimated at a parent block size of 5 x 5 x 5 m, not rotated, and sub-blocked down to 1.250 x 1.250 x 0.625 m at the domain boundaries.
The Main underground model is estimated at a parent block size of 8 x 3 x 8 m, rotated at an azimuth of 0˚ and a dip of 34.75˚. The model is sub-blocked down to 1.00 x 0.75 x 1.00 m at the domain boundaries. The Intrepid Zone block model is estimated at a parent block size of 3 x 3 x× 8 m, rotated at an azimuth of 350˚ and a dip of 30˚. The model is sub-blocked down to 0.75 x 0.75 x 1.00 m at the domain boundaries.
The 2025 database closeout date for the estimate was October 1, 2025.
Mineral resource estimation followed a structured process, beginning with database review, validation, and compilation. This was followed by the validation of topographic surfaces and the creation of three-dimensional (3D) solids to represent faults and stratigraphic units, forming the litho-structural model.
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Subsequently, 3D resource domains (Low-grade, discrete and sub-domains) were developed, Various grade thresholds were used to generate these domains and capture different styles of gold mineralization.
A variogram model was completed on gold and silver capped composites from a representative domain for each zone. The variogram model was then applied to the other domains of the same zone. These variograms were calculated along the mean dip and dip directions of each selected domain.
Compositing was completed on capped assays. A composite length of 3.0 m, cut at domain boundaries, was used for the open pit model of the Main Zone. A composite length of 1.5 m, cut at domain boundaries, was used for the underground models of the Main and Intrepid Zones.
Gold and silver grade interpolations were completed using composites. For the Main Zone, grade interpolation was completed using ordinary kriging (OK) in four successive passes. For the Intrepid Zone, grade interpolation was first completed using OK in three successive passes and subsequently, within a boundary where coverage of underground infill drilling and chip sampling is sufficient (the ‘short-term boundary’), grade interpolation using inverse distance weighting to the second power (ID^2^) was completed in two successive short passes.
Mineral resources potentially amenable to open pit mining methods are reported at a cut-off grade of 0.20 g/t gold equivalent (AuEq). Mineral resources potentially amenable to underground mining are reported at a cut-off grade of 1.24 g/t AuEq. The following gold-equivalency formulas are used for open-pit and underground mining scenarios:
| • | Open pit gold equivalency in g/t = (Au in g/t) + ((Ag in g/t) ÷ 125); |
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| • | Underground gold equivalency in g/t = (Au in g/t) + ((Ag in g/t) ÷ 131.944); |
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The calculations are based on the following: gold price of US$2,500/oz Au; gold recovery of 90% for open pit and 95% for underground; silver price of US$30/oz Ag; and silver recovery of 60% for open pit and underground.
| 1.10.2 | Mineral Resource Statement |
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Mineral resources are reported using the mineral resource definitions set out in S-K 1300 and are reported exclusive of those mineral resources converted to mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Estimates are current as at December 31, 2025. The reference point for the estimate is in situ.
Vincent Nadeau-Benoit P.Geo., Corey Kamp, P.Eng., and Michael Kontzamanis, P.Eng are the Qualified Persons for the estimates. All are Coeur employees.
Measured, indicated, and inferred mineral resources are summarized in Table 1‑1.
| 1.10.3 | Factors That May Affect the Mineral Resource Estimate |
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Factors that may affect the mineral resource estimates include: metal price and exchange rate assumptions; changes to the assumptions used to generate the gold cut-off grade; changes in local interpretations of mineralization geometry and continuity of mineralized zones; changes to geological and mineralization shape and geological and grade continuity assumptions; density and domain assignments; changes to geotechnical, mining and metallurgical recovery assumptions; changes to the input and design parameter assumptions that pertain to the conceptual pit shell constraining the estimates; and assumptions as to the continued ability to access the site, retain mineral and surface rights titles, maintain environment and other regulatory permits, and maintain the social license to operate.
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| Table 1‑1: | Mineral Resources Statement at December 31, 2025 | ||||||||
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| Area | Category | Tonnes<br><br> <br>(kt) | Grade | Contained <br> <br>Metal | Metallurgical<br><br> <br>Recovery | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Au<br><br> <br>(g/t) | Ag<br><br> <br>(g/t) | Cutoff<br><br> <br>(g/t<br><br> <br>AuEq) | Au<br><br> <br>(koz) | Ag<br><br> <br>(koz) | Au<br><br> <br>(%) | Ag<br><br> <br>(%) | |||
| Open pit | Measured | 19 | 0.87 | 5.21 | 0.20 | 1 | 3 | 90 | 60 |
| Indicated | 41,447 | 0.58 | 2.84 | 0.20 | 767 | 3,782 | 90 | 60 | |
| Subtotal measured and indicated | 41,465 | 0.58 | 2.84 | 0.20 | 767 | 3,785 | 90 | 60 | |
| Inferred | 987 | 0.52 | 1.24 | 0.20 | 16 | 39 | 90 | 60 | |
| Underground | Measured | 285 | 2.38 | 18.27 | 1.24 | 22 | 167 | 95 | 60 |
| Indicated | 14,951 | 1.75 | 5.22 | 1.24 | 841 | 2,508 | 95 | 60 | |
| Subtotal measured and indicated | 15,236 | 1.76 | 5.46 | 1.24 | 863 | 2,676 | 95 | 60 | |
| Inferred | 6,542 | 1.91 | 4.58 | 1.24 | 402 | 964 | 95 | 60 | |
| Total open pit and underground | Measured | 304 | 2.29 | 17.46 | variable | 22 | 171 | variable | variable |
| Indicated | 56,397 | 0.89 | 3.47 | variable | 1,607 | 6,290 | variable | variable | |
| Total measured and indicated | 56,701 | 0.89 | 3.54 | variable | 1,630 | 6,461 | variable | variable | |
| Inferred | 7,529 | 1.73 | 4.14 | variable | 418 | 1,003 | variable | variable |
Notes to accompany mineral resource tables:
| 1. | The mineral resource estimates are current as of December 31, 2025, and are reported using the definitions in Item 1300 of Regulation S–K (17 CFR Part 229) (S-K 1300). |
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| 2. | The reference point for the mineral resource estimate is in situ. The Qualified Persons for the estimate are Vincent Nadeau-Benoit P.Geo., Corey Kamp, P.Eng., and Michael Kontzamanis, P.Eng , all Coeur employees. |
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| 3. | Mineral resources are reported exclusive of the mineral resources converted to mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability. |
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| 4. | The estimate for the mineral resources considered potentially amenable to open pit mining methods uses the following key input parameters: assumption of conventional open pit mining; gold price of US$2,500/oz Au and silver price of<br> US$30/oz Ag; gold selling cost of US$3.54/oz Au; reported above a gold equivalent cut-off grade of 0.20 g/t AuEq; variable metallurgical recoveries; royalty burden of 1.4%; variable pit slope angles by litho-structural domain; overburden<br> mining cost of US$3.18/t mined, base mining cost at 300 m bench of US$4.38/t mined and incremental mining cost of US$0.025/t mined per 10 m bench; processing cost of US$10.40/t processed, and general and administrative costs of US$4.49/t<br> processed. |
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| 5. | The estimate for the mineral resources considered potentially amenable to underground mining methods uses the following key input parameters: assumption of an underground mining method applicable to moderate to steeply dipping deposits;<br> gold price of US$2,500/oz Au and silver price of US$30/oz Ag; gold selling cost of US$4.10/oz Au; reported above a gold equivalent cut-off grade of 1.24 g/t AuEq; variable metallurgical recoveries; royalty burden of 1.4%; 14% dilution;<br> underground mining cost of US$52.49/t mined and surface haul costs of US$2/t mined; processing cost of US$11.21/t processed, and general and administrative costs of US$10.49/t processed. |
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| 6. | The following gold-equivalency formulas are used for open-pit and underground mining scenarios: open pit gold equivalency in g/t = (Au in g/t) + ((Ag in g/t) ÷ 125); underground gold equivalency in g/t = (Au in<br> g/t) + ((Ag in g/t) ÷ 131.94). The calculations are based on the following: gold price: US$2,500/oz Au; gold recovery: 90% for open-pit and 95% for underground; silver price: US$30/oz Ag; silver recovery: 60% for open-pit and underground. |
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| 7. | Rounding of tonnes, grades, and troy ounces, as required by reporting guidelines, may result in apparent differences between tonnes, grades, and contained metal contents. |
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| 1.11 | Mineral Reserve Estimation |
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| 1.11.1 | Estimation Methodology |
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Mineral reserves are estimated for the open-pit and underground mines, both currently in operation, and the surface stockpiles. Measured and indicated mineral resources were converted to proven and probable mineral reserves, respectively.
Mineral reserve tonnes and grades are stated at a mill feed reference point, allowing for dilution and mining recovery, and are reported accounting for depletion as at December 31, 2025 for both open pit and underground. Cut-off grades of 0.30 g/t AuEq and 1.41 g/t AuEq are applied to open-pit and underground mineral reserves, respectively. Mineral reserves are supported by mine designs, development and production schedules, and cost estimates completed as part of the life of mine (LOM) planning process.
| 1.11.1.1 | Open Pit |
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Open-pit mineral reserves are estimated using the 2025 Main Zone resource model, regularized to a block size of 10 x 10 x 10 m. Additional mining recovery and dilution parameters are applied to create a diluted open-pit Reserve block model .
Pit optimization was conducted in Deswik Pseudoflow software (Pseudoflow), using the open-pit Reserve block model, to determine the optimal economic shape of the open pit. Pseudoflow is a network flow algorithm that determines pit shells at varying revenue factors for a deposit, using specific input parameters including slope dependencies, costs, and revenues.
Cost parameters are aligned with LOM average estimates. Metallurgical recoveries used in the pit optimization are based on predictive gold and silver recovery formulas and geotechnical parameters respect the recommended inter-ramp angles. The overall slope angles used in the optimization process account for final ramps and geotechnical catch berms requirements. Only measured and indicated mineral resources were considered in the pit optimization. Pit optimizations were run with and without surface constraints including the Pinewood Creek and mine rock stockpiles.
The results of the Pseudoflow pit optimization served as the basis for engineered final pit and phase pit designs, including detailed bench and berm designs, operational and geotechnical considerations, and haulage ramps. Pit shell selection for guiding the design of the final mineral reserves pit is based on cash flow analysis at a range of revenue factors, waste and overburden stripping requirements, minimum pushback width, permitting requirements, and the opportunity for in-pit waste storage.
The final pit was interrogated against the open-pit Mineral Reserves block model to estimate Mineral Reserves. In-pit inferred and unclassified blocks are considered as wase in the Mineral Reserves estimate and LOM plan. An economic analysis of the open-pit LOM plan was then conducted to confirm that each open-pit phase generates a positive cash flow using the Mineral Reserves parameters.
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Dilution and mining recovery is considered in the open-pit Mineral Reserves estimate through regularization of the block model, application of a dilution and ore loss “skin”, and grade capping on a block basis.
The regularized open-pit Mineral Reserves model has block dimensions of 10 m × 10 m × 10 m, representing the dimensions of a selective mining unit (SMU), the smallest volume of material that can be used to determine whether it contains ore or waste. The SMU dimensions are based on the bench height and size of the loading equipment in operation at Rainy River.
Dilution and ore loss skins are then applied to each regularized block using a script in Hexagon’s HxGN MinePlan software. The parameters used in the dilution and ore loss calculations are based on a study undertaken in 2021. In summary, a 3.3 m dilution skin is applied to each block, on the sides of the block that are bordered by lower-grade blocks. Dilution is applied at the grades of the adjacent block. On the sides where a block is bordered by a higher-grade block, a 0.2 m ore loss skin is applied. Regularized and diluted blocks are capped to a maximum gold grade of 3 g/t.
| 1.11.1.2 | Underground |
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Underground Mineral Reserve estimates are reported from stope shapes generated using Deswik Stope Optimizer software, and development shapes used to access the stoping horizons. Main and Intrepid year-end 2025 Resource models were used for Reserve estimations.
A development mine design was created for the underground mine and stope shapes were analyzed to validate the economic viability of each zone for inclusion into the Mineral Reserve inventory. This was done by analyzing development costs, considering the capital and auxiliary development required to enable mining of the stopes, such as the cost of ramps, ventilation, materials handling, and development of access and infrastructure. Isolated, marginal, and discontinuous stope panels were excluded from the Mineral Reserve estimate.
Mineral Reserves from underground stoping incorporate both internal and external dilution. Internal dilution consists of sub–cut‑off grade material contained within the designed stope shapes that must be extracted due to geometric and geotechnical constraints. External dilution is applied to production stopes using dilution factors derived from average equivalent linear overbreak and slough assumptions of 0.5 m on the hanging wall and 0.25 m on the footwall. Dilution grades are assigned based on the average grades estimated from analysis of dilution skins relative to the block model. Development ore assumes 15% overbreak at zero diluting grade and a mining recovery of 100%.
Parallel stopes are separated by an 8 m boundary pillar, which is required to maintain geotechnical stability. Sill pillars with a nominal height of 10 m are incorporated at planned intervals to separate mining horizons, control stress redistribution, and provide regional stability. Stopes located below sill pillars are constrained to a maximum width of 6 m to limit induced stress and manage dilution and ground control risks beneath the sill.
A mining recovery factor of 95% is applied to stope tonnes to account for expected losses associated with unblasted material, ore remaining on the stope floor, and rock mechanics limitations. Stope shapes are adjusted (“cut”) against development designs using the Deswik Interactive Scheduler to remove overlapping volumes, and the resulting solids are evaluated against the Mineral Resource model.
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A cut-off grade of 1.41 g/t AuEq was used for reporting stoping Mineral Reserves. Incremental ore from development shapes are included in Mineral Reserves with an estimated cut-off grade of 0.90 g/t. Development material above 0.90 g/t AuEq is hauled to the surface as ore, and mineralized material below cut-off grade is used as backfill material when backfill sites are available or delivered to surface as waste.
| 1.11.2 | Mineral Reserve Statement |
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Mineral reserves were classified using the mineral reserve definitions set out in S-K 1300. The reference point for the mineral reserve estimate is the point of delivery to the mill. Mineral reserves are current as at December 31, 2025.
Mineral reserves are reported in Table 1‑2.
The Qualified Person for the estimate is Corey Kamp, P.Eng. and Michael Kontzamanis, P.Eng., both of whom are Coeur employees.
| 1.11.3 | Factors That May Affect the Mineral Reserve Estimate |
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Factors that may affect the mineral reserve estimates include variations to the following assumptions: the commodity price; metallurgical recoveries; operating cost estimates, including assumptions as to equipment leasing agreements; geotechnical conditions; hydrogeological conditions; geological and structural interpretations; and the inability to maintain, renew, or obtain environmental and other regulatory permits, to retain mineral and surface right titles, to maintain site access, and to maintain the social license to operate.
| 1.12 | Mining Methods |
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The Rainy River Operations employ open-pit and underground mining methods; these are divided into multiple phases and zones:
| • | The open-pit mine is divided into phases, of which Phase 4 and Phase 5 are currently in operation. The NW Trend is a planned satellite pit to the west of Phase 5. |
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| • | The underground mine is divided into mining zones, of which the Intrepid zone is currently in production. The ODM Main, ODM East, ODM West, ODM Lower, 433, 17 East and Cap zones, are located beneath the open-pit and are collectively<br> referred to as Underground Main. Development from Intrepid to Underground Main commenced in 2023 and stope production from Underground Main began in 2025. |
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| 1.12.1 | Open Pit |
| --- | --- |
Open-pit mining uses a conventional truck-and-shovel mining method. After the removal of overburden, rock is mined in a series of horizontal benches accessed by haulage ramps. The mining sequence involves drilling, blasting, loading and hauling.
Surface-mined ore is hauled either directly to the primary crusher, to the ROM pad, or to one of several ore stockpiles on surface, depending on ore type and grade. Waste rock is hauled to either the west mine rock stockpile, east mine rock stockpile, or the in-pit mine rock stockpile, depending on the haulage distance and whether the rock is classified as non-acid generating (NAG) or potentially acid generating (PAG). Mine waste rock is also used for construction of the tailings management area (TMA) raises.
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Open-pit benches are accessed via haulage ramps, which facilitate movement of ore and waste to the surface using 220-tonne capacity mine haul trucks. Access ramps are designed at a nominal width of 33 m and a maximum gradient of 10%, except for the lower benches, where ramp widths were reduced to accommodate one-way traffic (20 m wide) and a gradient of 12%.
| Table 1‑2: | Mineral Reserves Statement at December 31, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Area | Category | Tonnes<br><br> <br>(kt) | Grade | Metal | Metallurgical<br><br> <br>Recovery | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Au<br><br> <br>(g/t) | Ag<br><br> <br>(g/t) | Cut-off<br><br> <br>(g/t) | Au (koz) | Ag (koz) | Au<br><br> <br>(%) | Ag<br><br> <br>(%) | |||
| Open pit | Proven | — | — | — | — | — | — | — | — |
| Probable | 17,008 | 0.70 | 2.36 | 0.30 | 382 | 1,289 | 90 | 60 | |
| Sub-total proven and probable | 17,008 | 0.70 | 2.36 | 0.30 | 382 | 1,289 | 90 | 60 | |
| Underground | Proven | 123 | 2.29 | 21.46 | 1.41 | 9 | 85 | 95 | 60 |
| Probable | 20,587 | 2.42 | 4.63 | 1.41 | 1,604 | 3,067 | 95 | 60 | |
| Sub-total proven and probable | 20,709 | 2.42 | 4.73 | 1.41 | 1,613 | 3,151 | 95 | 60 | |
| Stockpile | Proven | 16,792 | 0.43 | 2.09 | 231 | 1,131 | 90 | 60 | |
| Probable | — | — | — | variable | — | — | — | — | |
| Sub-total proven and probable | 16,792 | 0.44 | 2.09 | variable | 231 | 1,131 | 90 | 60 | |
| Totals | Proven | 16,914 | 0.44 | 2.23 | variable | 240 | 1,215 | variable | variable |
| Probable | 37,594 | 1.64 | 3.60 | variable | 1,986 | 4,356 | variable | variable | |
| Total proven and probable | 54,508 | 1.27 | 3.18 | variable | 2,226 | 5,571 | variable | variable |
Notes to accompany mineral reserve table:
| 1. | The Mineral Reserve estimates are current as of December 31, 2025, and are reported using the definitions in Item 1300 of Regulation S–K (17 CFR Part 229) (S-K 1300). |
|---|---|
| 2. | The reference point for the mineral reserve estimate is delivery to the mill. The Qualified Person for the estimate is Corey Kamp, P.Eng. and Michael Kontzamanis, P.Eng., both of whom are Coeur employees. |
| --- | --- |
| 3. | The estimate for the open pit mineral reserves uses the following key input parameters: conventional open pit mining; gold price of US$2,200/oz Au and silver price of US$26/oz Ag; gold selling cost of US$4.10/oz<br> Au and silver selling cost of US$1/oz Ag; reported above a gold equivalent cut-off grade of 0.30 g/t AuEq; variable metallurgical recoveries; royalty burden of 1.4%; variable pit slope angles by litho-structural domain; overburden mining<br> cost of US$3.18/t mined, base mining cost at 300 m bench of US$4.38/t mined and incremental mining cost of US$0.025/t mined per 10 m bench; processing cost of US$10.40/t processed, and general and administrative costs of US$4.49/t<br> processed. |
| --- | --- |
| 4. | The estimate for the underground mineral reserves uses the following key input parameters: assumption of Underground Modified Avoca mining; gold price of US$2,200/oz Au and silver price of US$26/oz Ag; gold<br> selling cost of US$4.10/oz Au; reported above a gold equivalent cut-off grade of 1.41 g/t AuEq; variable metallurgical recoveries; royalty burden of 6.1%; 14% dilution; underground mining cost of US$52.49/t mined and surface haul costs of<br> US$2/t mined; processing cost of US$11.21/t processed, and general and administrative costs of US$10.49/t processed. |
| --- | --- |
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| 5. | The following gold-equivalency formulas are used for open-pit and underground mining scenarios: open pit gold equivalency in g/t = (Au in g/t) + ((Ag in g/t) ÷ 126.92); underground gold equivalency in g/t = (Au<br> in g/t) + ((Ag in g/t) ÷ 133.97). The calculations are based on the following: gold price: US$2,200/oz Au; gold recovery: 90% for open-pit and 95% for underground; silver price: US$26/oz Ag; silver recovery: 60% for open-pit and<br> underground. |
| --- | --- |
| 6. | Rounding of tonnes, grades, and troy ounces, as required by reporting guidelines, may result in apparent differences between tonnes, grades, and contained metal contents. |
| --- | --- |
Pit design parameters are based on a slope stability assessment and design update conducted by SRK in December 2021. Since then, SRK has performed annual site visits to monitor performance and support refinements to the design as needed. Phase 5 geotechnical design parameters are based on an extension of the SRK 2021 litho-structural domains conducted by Coeur, and informed by additional rock mass data gathered from the excavated Phase 4 rock slopes. This dataset includes digital and visual mapping of exposed pit walls and oriented drill hole data.
Surface mine equipment requirements were developed from the LOM production schedule. Equipment availability, utilization, and productivity assumptions are based on historical operating parameters. Haul truck productivity is also dependent on haulage distances. Required production hours were calculated for all primary equipment and support equipment.
| 1.12.2 | Underground |
|---|
The underground mine uses the Modified Avoca mining method, a longitudinal long-hole open-stoping method commonly used for ore bodies that are moderately to steeply dipping. The method has been successfully used at the Intrepid Zone. It involves the development of drifts along the strike of the orebody at regular level intervals, followed by drilling and blasting of stopes between levels, and mucking the broken ore from the lower level using load-haul-dump (LHD) vehicles. After completion of ore extraction, stopes are filled from the access side of the stope using rockfill to provide support to the hanging wall and footwall. Typically, a portion of the rockfill is then mucked from the lower level to create a void prior to blasting the adjacent stope. Avoca mining is a relatively high-recovery, low-cost mining method, as minimal pillars are required, and cement is not required in the backfill.
Underground ore handling is hauled by articulated dump trucks to stockpile at either the Intrepid portal or pit portal from where it is hauled to the primary crusher using open-pit dump trucks. Development waste is mostly kept within the underground mine and used to backfill depleted stopes.
Underground operations are accessed by ramp from two portals on surface, the Intrepid portal located near the underground offices, and the pit portal located on the 140-bench in the eastern wall of the open pit to access the Main Zone. A future third portal is planned for the western side of the underground mine.
Underground development tunnels are designed to accommodate the size of the largest equipment using the heading. Remucks are used to maintain development efficiency and positioned every 150 m along declines and on level accesses. Each level access will contain an escapeway access drive, escapeway raise, electrical cutouts, level access, remuck, level sump, vent raise access, and ventilation raise. Emergency egress is provided through a system of ladderways to surface. Given the continuous longitudinal mining sequence, the levels are mostly identical, with some cases where lenses are present and additional ore drives splay off the main access.
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The fleet requirements for all major underground equipment was estimated for each period as part of the mine planning process, based on mine physicals and equipment availability and utilization assumptions.
| 1.13 | Recovery Methods |
|---|
The process plant uses conventional crushing, grinding, and recovery methods. Ore processing began in September 2017, with commercial production starting in mid-October 2017.
The processing plant has been optimized to increase processing capacity, maintain metallurgical recoveries, and facilitate the processing of different ore types. Major plant infrastructure and processes are listed as follows:
| • | Crushing: a 600 kW gyratory crusher processes direct-dumped haul truck ore to a P80 of approximately 120 mm and feeds a coarse ore<br> stockpile with about 85,700 t total capacity; |
|---|---|
| • | Grinding: ore is reclaimed from the coarse ore stockpile and processed through a 15,000 kW semi-autogenous grind (SAG) mill with pebble crushing and hydrocyclone classification, followed by a 15,000 kW ball<br> mill producing a target grind of approximately 80 µm; |
| --- | --- |
| • | Gravity concentration: slurry is treated through gravity screens and dual 48-inch Knelson concentrators for gold recovery, with concentrate processed in an Acacia intensive cyanide leach circuit and tailings<br> returned to the milling circuit; |
| --- | --- |
| • | Leaching and CIP: thickened cyclone overflow is treated in an eight-tank cyanide leach circuit with oxygen and air addition, followed by a seven-tank CIP carousel system for gold adsorption and recovery; |
| --- | --- |
| • | Carbon desorption and regeneration: gold and silver are stripped from activated carbon using a high-temperature Zadra process with electrowinning recovery, after which the carbon is thermally reactivated in a<br> rotary kiln and returned to the CIP circuit; |
| --- | --- |
| • | Electrowinning: pregnant solutions are treated in parallel electrowinning cells where gold and silver are plated onto cathodes, recovered as sludge, and smelted into doré bars; |
| --- | --- |
| • | Tailings: CIP tailings are treated in a cyanide destruction circuit using SO₂, lime, and copper catalyst before being pumped to the TMA. |
| --- | --- |
The grinding circuit consumes an average of approximately 9.5 kWh/t in the SAG mill and 13 kWh/t in the ball mill, with total site energy consumption in 2025 of 341 GWh, corresponding to a site-wide specific energy of 36.9 kWh/t and 22.5 kWh/t attributable to grinding. Process water is supplied through low and medium pressure pumping systems from a process water tank replenished by multiple internal return streams, mine water sources, and tailings reclaim, with the Tailings Management Area providing up to 11.6 Mm^3^ of storage and reclaim capacity via vertical turbine pumps to meet a process demand of approximately 1,200 m³/h.
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| 1.14 | Infrastructure |
| --- | --- |
All required infrastructure to support the operations is in place. The Rainy River Operations are located in the District of Rainy River, northwestern Ontario, Canada, approximately 50 km northwest of Fort Frances. The mine site access and onsite roads make use of existing roads and easements, which are upgraded and extended as required. The main entrance to the site is via Korpi Road and Roen Road from Highway 71. A network of roads connects the open-pit and underground mines with the processing plant, TMA, and other site infrastructure. Haul roads connect the open-pit mine to waste and ore stockpiles, the primary crusher pad, mine facilities, and to the TMA.
Surface infrastructure supporting the Rainy River Operation includes: A processing facility for ore treatment and gold recovery with water circulation for process water recycling. The site contains truck shops, a truck wash, fuel storage, explosives storage, a warehouse, security and medical facilities, and administration buildings for both surface and underground operations. Bottled potable water is supplied to the site by a local vendor. Mine dry facilities and a mill dry and office building support operational staff. The internal assay laboratory processes samples for metal analysis, and a camp facility that busses staff to and from site provides accommodations and amenities for workers.
Electricity is supplied by a 16.7 km long, 230 kV power line from the Hydro One power line currently connecting Fort Frances and Kenora. Two generator sets provide emergency power.
The TMA is located northwest of the open pit and processing plant. The TMA is contained by several dams, including the TMA North Dam, TMA West Dam (comprising Dam 4 and Dam 5), and TMA South Dam. Additionally, the water management pond, which is part of the water treatment system, is bordered by water management pond Dam 1, water management pond Dam 2, water management pond Dam 3, and water management pond Dam 4.
Tailings are deposited throughout the year using sub-aerial spigots located on the crests of the perimeter TMA dams and along a northern ring road. Deposition takes place while maintaining a pond around the fixed reclaim, located between TMA West Dam 4 and West Dam 5. A flood protection berm has been constructed at a topographic low located northwest of the TMA to maintain containment within the Ontario Endangered
Species Act boundary up to the maximum operating water level .
The TMA is designed to provide sufficient containment for the projected tailings storage requirements in addition to in-pit tailings deposition within the future NW Trend pit, which will account for approximately 7.3 Mt of tailings. An estimated 90.4 Mm^3^ of tailings will be stored over the mine life.
Over 400 piezometers, 30 slope inclinometers, and numerous settlement plates and magnetic extensometers installed at the TMA are used for monitoring and surveillance. Displacements and excess pore water pressures are observed throughout the year in response to construction activities and tailings deposition. Instrumentation data review is completed by both Coeur and the Engineer of Record. Dam performance has been acceptable to date.
The TMA undergoes thorough review and oversight from qualified professionals including, at minimum, the following evaluations:
| • | Monthly inspections from the designated responsible person at site; |
|---|---|
| • | Annual inspections from facility Engineers of Record; |
| --- | --- |
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| • | Twice annual technical review from the Independent Tailings Review Board; |
| --- | --- |
| • | Dam safety reviews performed every five years; |
| --- | --- |
| • | Third-party reviews as required by regulators. |
| --- | --- |
| 1.15 | Markets and Contracts |
| --- | --- |
| 1.15.1 | Markets |
| --- | --- |
Gold and silver output is in the form of doré containing an average of approximately one-third gold and two-thirds silver by weight. Silver credits are received from the refiner. The doré is shipped to either Asahi Refining Canada Ltd. in Brampton, Ontario, or to the Royal Canadian Mint in Ottawa, Ontario. Transportation of the doré to either refinery is contracted out by the respective refineries. Responsibility for the doré changes hands at the gold room gate upon signed acceptance by the refiner or its transport provider. Coeur sells its gold production into the market at spot prices.
| 1.15.2 | Commodity Pricing |
|---|
Coeur uses a combination of analysis of three-year rolling averages, long-term consensus pricing, and benchmarks to pricing used by industry peers over the past year, when considering long-term commodity price forecasts.
Higher metal prices are used for the mineral resource estimates to ensure the mineral reserves are a sub-set of, and not constrained by, the mineral resources, in accordance with industry-accepted practice.
The long-term gold price forecasts are:
| • | Mineral reserves: |
|---|---|
| o | US$2,200/oz Au; |
| --- | --- |
| o | US$26/oz Ag; |
| --- | --- |
| • | Mineral resources: |
| --- | --- |
| o | US$2,500/oz Au; |
| --- | --- |
| o | US$30/oz Ag. |
| --- | --- |
The economic analysis in Chapter 1.19 uses a reverting price curve.
| 1.15.3 | Contracts |
|---|
Coeur has a number of contracts, agreements, and purchase orders in place for goods and services that are required for the operation of the mine. Contract terms are considered to be within industry norms and typical of similar contracts in Canada. All contracts and agreements are negotiated with vendors and have contractual scopes, terms, and conditions. The most significant of those contracts cover the maintenance services, fuel, explosives, grinding media, milling reagents, and concentrate haulage.
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Commodity pricing assumptions, marketing assumptions, and current major contract areas are acceptable for use in estimating mineral reserves and in the economic analysis that supports the mineral reserves. Coeur does not engage in forward metal sales or hedging.
| 1.16 | Environmental, Permitting and Social Considerations |
|---|---|
| 1.16.1 | Environmental Studies and Monitoring |
| --- | --- |
Coeur is dedicated to adhering to all necessary permits, licences, authorizations, approvals, and assessments to prevent and/or minimize environmental impacts related to activities at the Rainy River Operations. The mine has obtained all required permits and authorizations for the construction of major infrastructure and ongoing operations. An extensive baseline monitoring program was completed as part of the Environmental Assessment. An ongoing monitoring program is in place that is appropriate to identify and mitigate any environmental impacts should they occur.
| 1.16.2 | Closure and Reclamation Considerations |
|---|
Coeur submitted an amendment to the Closure Plan in December 2024 that listed an estimated cost of closure of C$136.9 million. This Closure Plan was filed in April 2025, and the surety bond was C$136.9 million. The current financial asset retirement obligation, based on disturbances as at December 31, 2025, is C$151.8 million.
| 1.16.3 | Permitting |
|---|
The Rainy River Operations comply with applicable Canadian federal and provincial permitting requirements. The approved permits outline the authority’s requirements for operation of the surface and underground mines, tailings management area, waste rock storage facilities (WRSFs), process plant, water usage, habitat destruction and compensation, and effluents discharge. The operations have received all the permits and authorizations needed to construct major infrastructure and operate.
Permit amendments are required for the following additions included in this Technical Report Summary:
| • | NW Trend open pit expansion; |
|---|---|
| • | Underground expansion; |
| --- | --- |
| • | Tailings storage utilizing the NW Trend open pit. |
| --- | --- |
| 1.16.4 | Social Considerations, Plans, Negotiations and Agreements |
| --- | --- |
Coeur’s Human Rights Policy and Indigenous Peoples Policy set forth the expectation to respect the rights and traditions of Indigenous people where it operates by proactively seeking, engaging, and supporting meaningful dialogue regarding its operations. Coeur, through its New Gold subsidiary, signed Impact Benefit Agreements with 8 Indigenous nations. The agreements affirm mutual commitment to the vision of a consent-based, stable, and environmentally responsible relationship regarding Rainy River’s operations and its activities that is respectful of Indigenous title and rights.
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| 1.17 | Capital Cost Estimates |
| --- | --- |
Capital cost estimates are at a minimum at a pre-feasibility level of confidence, having an accuracy level of ±25% and a contingency range not exceeding 15%.
Capital costs are based on budget estimates from supplier and contractor quotes, engineering designs, maintenance strategies, production plans, and recent operating history.
Total LOM capital is expected to be approximately US$685 million, including US$239 million of sustaining capital and US$446 million of growth capital. Total capital spending significantly declines after three years of the remainder of the LOM plan as shown in Table 1‑3.
| 1.18 | Operating Cost Estimates |
|---|
Operating cost estimates are at a minimum at a pre-feasibility level of confidence, having an accuracy level of ±25% and a contingency range not exceeding 15%.
Operating costs are based on actual costs incurred at the site and current budget and LOM plan. The production plan drove the calculation of the mining and processing costs, as the mining mobile equipment fleet, workforce, contractors, power, and consumables requirements were calculated based on specific consumption rates. Operating cost estimates are acceptable to support the mineral reserve estimate.
The LOM plan estimated total operating cost is US$2,673 million, averaging US$61.80/t processed (Table 1‑4).
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| 1.19 | Economic Analysis |
| --- | --- |
| 1.19.1 | Forward-Looking Information |
| --- | --- |
Results of the economic analysis represent forward- looking information that is subject to several known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those presented here.
Other forward-looking statements in this Report include, but are not limited to: statements with respect to future metal prices and concentrate sales contracts; the estimation of mineral reserves and mineral resources; the realization of mineral reserve estimates; the timing and amount of estimated future production; costs of production; capital expenditures; costs and timing of the development of new ore zones; permitting time lines; requirements for additional capital; government regulation of mining operations; environmental risks; unanticipated reclamation expenses; title disputes or claims; and, limitations on insurance coverage.
Factors that may cause actual results to differ from forward-looking statements include: actual results of current reclamation activities; results of economic evaluations; changes in Project parameters as mine and process plans continue to be refined, possible variations in mineral reserves, grade or recovery rates; geotechnical considerations during mining; failure of plant, equipment or processes to operate as anticipated; shipping delays and regulations; accidents, labor disputes and other risks of the mining industry; and, delays in obtaining governmental approvals.
| Table 1‑3: | LOM Capital Cost Estimate (US$ M) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Category | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | 2033 | 2034 | 2035 | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Sustaining Capital (US milions) | ||||||||||
| Underground development | 16.7 | 10.6 | 14.6 | 7.7 | 8.1 | 9.3 | 45.5 | 15.7 | — | 147.1 |
| Tailings management | 18.6 | 2.7 | — | — | — | — | — | — | — | 42.7 |
| Other | 10.1 | — | — | 4.7 | — | 1.9 | 0.9 | — | — | 47.7 |
| Working Capital | 0.6 | (1.2) | 0.1 | 0.4 | 0.6 | (0.5) | (2.0) | 3.8 | — | 1.8 |
| Total sustaining capital | 46.0 | 12.1 | 14.7 | 12.8 | 8.7 | 10.8 | 44.3 | 19.5 | — | 239.3 |
| Growth Capital (US millions) | ||||||||||
| Underground development | 31.7 | 26.5 | 50.9 | 32.0 | 34.1 | 39.3 | — | — | — | 257.1 |
| Underground equipment | 3.6 | 3.3 | 3.4 | 3.0 | 3.0 | — | — | — | — | 24.6 |
| Open Pit Stripping | 76.4 | 49.7 | — | — | — | — | — | — | — | 126.0 |
| Other | 2.9 | 1.8 | 2.4 | 1.9 | 2.0 | — | — | — | — | 17.1 |
| Working Capital | 0.6 | 10.0 | (3.2) | 3.4 | (0.4) | — | 6.6 | — | — | 21.2 |
| Total growth capital | 115.1 | 91.3 | 53.5 | 40.3 | 38.6 | 39.3 | 6.6 | — | — | 446.0 |
| Total capital (US millions) | 161.2 | 103.4 | 68.2 | 53.0 | 47.3 | 50.0 | 50.9 | 19.5 | — | 685.4 |
All values are in US Dollars.
Note: Numbers have been rounded.
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| Table 1‑4: | LOM Operating Cost Estimate | |||||||||
| --- | --- | |||||||||
| 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | 2033 | 2034 | 2035 | Total/<br><br> <br>Average | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total Operating Costs (US millions) | ||||||||||
| Open-pit mining | 29.1 | 49.2 | 58.9 | 18.1 | 12.9 | 9.9 | 9.8 | 8.4 | 7.1 | 344.1 |
| Underground mining | 135.6 | 141.1 | 111.8 | 136.0 | 132.9 | 123.1 | 117.4 | 92.5 | 72.7 | 1,191.2 |
| Processing | 97.8 | 97.2 | 90.8 | 65.5 | 27.0 | 25.7 | 24.9 | 25.0 | 16.1 | 572.8 |
| G&A | 47.4 | 34.8 | 27.9 | 25.9 | 23.4 | 23.8 | 22.1 | 21.4 | 18.4 | 303.3 |
| Other | 40.0 | 46.1 | 38.9 | 27.0 | 20.7 | 19.8 | 20.2 | 13.5 | 9.6 | 261.2 |
| Total | 349.9 | 368.3 | 328.2 | 272.4 | 216.9 | 202.3 | 194.4 | 160.8 | 123.9 | 2,672.6 |
| Unit Operating Cost (US/t mined) | ||||||||||
| Open-pit mining | 8.50 | 21.79 | 14.01 | — | — | — | — | — | — | 16.01 |
| Underground mining | 67.35 | 62.90 | 56.41 | 61.33 | 59.25 | 57.93 | 54.02 | 37.50 | 41.44 | 57.08 |
| Unit Operating Costs (US/t processed) | ||||||||||
| Mining | 17.75 | 20.50 | 18.97 | 21.16 | 65.02 | 62.57 | 58.55 | 40.90 | 45.52 | 38.02 |
| Processing | 10.54 | 10.47 | 10.09 | 8.99 | 12.03 | 12.10 | 11.44 | 10.14 | 9.19 | 10.62 |
| G&A | 5.11 | 3.75 | 3.10 | 3.56 | 10.42 | 11.19 | 10.18 | 8.68 | 10.46 | 7.28 |
| Other | 4.31 | 4.96 | 4.32 | 3.70 | 9.24 | 9.32 | 9.29 | 5.45 | 5.44 | 5.88 |
| Total | 37.70 | 39.67 | 36.48 | 37.42 | 96.70 | 95.18 | 89.44 | 65.18 | 70.62 | 61.80 |
All values are in US Dollars.
Note: Numbers have been rounded.
| 1.19.2 | Methodology and Assumptions |
|---|
The financial costs used for this analysis are based on the 2026 life of mine budget model, which was built on a zero-based budgeting process that was validated through a historical cost comparison from the previous financial year. Production figures in this Chapter are based on predicted equipment hours and manpower requirements needed to execute the mine plan using actual unit costs, labor rates and may vary from year to year depending on capital and production needs.
Consumables are based upon market projections and contract pricing. Experts and bids are used for capital purchases to ensure that all costs are included in the project to avoid any unbudgeted expenditures.
All financial results are communicated to the site management team. This process results in refinements and agreements as to the validity of the cost, capital and cash flow results. This is an ongoing process throughout the budget and provides consistency of the results and acceptance of both short- and long-term goals.
Capitalized exploration is determined annually through the corporate office, is discretionary, and therefore not included in the economic analysis. Management fees assessed through the corporate office are not included in the economic analysis.
The economic model metal price assumptions are outlined in Table 1‑5.
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Royalties included in the cash flow analysis are based upon gold ounces mined or produced depending upon the agreement.
The tax rates used are set by governmental agencies, and Rainy River Operations remains in compliance. Currently, Coeur pays no federal income tax due to historic net operating losses.
| 1.19.3 | Economic Analysis |
|---|
The NPV at 5% is $2,635 million. As the cash flow is based on existing operations, considerations of payback and internal rate of return are not relevant.
A summary of the financial results is provided in Table 1‑6.
The active mining operation ceases in 2035; however, closure costs are estimated to be paid out through 2036. For the purposes of the financial model, all costs incurred beyond 2035 are included in the cash flow in the year 2035.
| 1.19.4 | Sensitivity Analysis |
|---|
The sensitivity of the Project to changes in metal prices, gold grade, sustaining capital costs and operating cost assumptions was tested using a range of 30% above and below the base case values. Recovery is not shown as the sensitivity to recovery mirrors the sensitivity to metal price.
The operations are most sensitive to gold price and gold grade changes, less sensitive to increases in operating costs, and least sensitive to changes in capital expenditure (Table 1‑7). The primary sensitivity is to the world economy and its effect on gold pricing.
| Table 1‑5: | Metal Price Assumptions | |||||
|---|---|---|---|---|---|---|
| Metal | Unit | 2026 | 2027 | 2028 | 2029 | 2030+ |
| --- | --- | --- | --- | --- | --- | --- |
| Gold price | US$/oz | 4,550 | 4,000 | 3,800 | 3,600 | 3,100 |
| Silver price | US$/oz | 60.00 | 48.00 | 44.00 | 42.00 | 38.00 |
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|---|---|---|
| Table 1‑6: | Cashflow Summary Table | |
| --- | --- | |
| Item | Units | Value |
| --- | --- | --- |
| Revenue | US$ M | 7,800.3 |
| Production costs | US$ M | 3,738.5 |
| Exploration | US$ M | 24.4 |
| Accretion liability | US$ M | 86.9 |
| Total costs and expenses | US$ M | 3,849.8 |
| Interest income | US$ M | 9.9 |
| Intercompany | US$ M | 8.7 |
| EBITDA | US$ M | 3,931.8 |
| Depreciation, Depletion, and AmortizationDA | US$ M | 2,485.6 |
| Income before taxes | US$ M | 1,446.2 |
| Income tax expense (benefit) | US$ M | 660.1 |
| Net income | US$ M | 786.1 |
| Add back amortization | US$ M | 2,485.6 |
| Add back accretion | US$ M | (110.0) |
| Add back other non-cash items | US$ M | 510.4 |
| Operating cash flow before working capital changes | US$ M | 3,672.1 |
| Working Capital | US$ M | 57.1 |
| Operating cash flow | US$ M | 3,729.3 |
| Investing Activities | US$ M | (685.4) |
| Payments on capital leases | US$ M | (3.8) |
| Total cash flow | US$ M | 3,040.0 |
| Free Cash Flow | US$ M | 3,043.9 |
| NPV Pre-Tax/After-Tax @5% | US$ M | 3,180/2,635.4 |
Note: AFE = authorization for expenditure; EBITDA = earnings before interest, taxes, depreciation and amortization. DDA = Depletion, Depreciation and Amortization. Numbers have been rounded.
| Table 1‑7: | Sensitivity Table (US$ M) | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Parameters | -30% | -20% | -10% | -5% | 0% | 5% | 10% | 20% | 30% |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Metal price | 696 | 1,341 | 1,986 | 2,309 | 2,632 | 2,954 | 3,277 | 3,922 | 4,567 |
| Operating costs | 3,607 | 3,282 | 2,957 | 2,794 | 2,632 | 2,469 | 2,306 | 1,981 | 1,656 |
| Capital costs | 2,813 | 2,753 | 2,692 | 2,662 | 2,632 | 2,601 | 2,571 | 2,510 | 2,450 |
| Gold grade | 696 | 1,341 | 1,986 | 2,309 | 2,632 | 2,954 | 3,277 | 3,922 | 4,567 |
Note: Numbers have been rounded.
| Effective Date: December 31, 2025 | Page 1-21 |
|---|
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| 1.20 | Risks and Opportunities |
| --- | --- |
| 1.20.1 | Risks |
| --- | --- |
| • | The mineral reserve estimates are most sensitive to metal prices. Coeur’s current strategy is to sell most of the metal production at spot prices, exposing Coeur to both positive and negative changes in the<br> market, both of which are outside of the company’s control; |
| --- | --- |
| • | Geotechnical and hydrological assumptions used in mine planning are based on historical performance, and to date historical performance has been a reasonable predictor of current conditions. Any changes to<br> the geotechnical and hydrological assumptions could affect mine planning, affect capital cost estimates if any major rehabilitation is required due to a geotechnical or hydrological event, affect operating costs due to mitigation<br> measures that may need to be imposed, and impact the economic analysis that supports the mineral reserve estimates; |
| --- | --- |
| • | Additional dilution or ore losses due to overbreak or underbreak from underground stoping; |
| --- | --- |
| • | Shortfall of underground workforce due to a lack of human resources in northern Ontario; |
| --- | --- |
| • | Maintenance of site water volumes and the TMA construction schedule is contingent on the ability to treat water at forecasted rates. If water treatment does not meet the efficiencies required, additional<br> costs for water treatment or water storage may be required. |
| --- | --- |
| 1.20.2 | Opportunities |
| --- | --- |
Opportunities include:
| • | Conversion of some or all of the measured and indicated mineral resources currently reported exclusive of mineral reserves to mineral reserves, with appropriate supporting studies; |
|---|---|
| • | Upgrade of some or all of the inferred mineral resources to higher-confidence categories, such that such better-confidence material could be used in mineral reserve estimation; |
| --- | --- |
| • | Additional open-pit pushbacks and satellite pits, with the potential to extend open-pit mine life, keep the mill operating at full capacity for longer, and deferring reclaim of the low-grade stockpile; |
| --- | --- |
| • | In-pit waste rock and tailings storage. |
| --- | --- |
| 1.21 | Conclusions |
| --- | --- |
Under the assumptions in this Report, the operations evaluated show a positive cash flow over the remaining LOM. The mine plan is achievable under the set of assumptions and parameters used.
| 1.22 | Recommendations |
|---|
As Rainy River is an operating mine, the QPs have no material recommendations to make.
| Effective Date: December 31, 2025 | Page 1-22 |
|---|
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| 2 | INTRODUCTION |
| --- | --- |
Mr. Corey Kamp, P.Eng., Mr. Michael Kontzamanis, P.Eng., Ms. Caroline Daoust, P.Geo., Mr. Vincent Nadeau-Benoit, P.Geo., Ms. Emily O’Hara, P.Eng., Mr. Mohammad Taghimohammadi, P.Eng., and Mr. Travis Pastachak, P.Geo., prepared this technical report summary (the Report) on the Rainy River Operations in northwestern Ontario (ON), Canada (Figure 2‑1).
Coeur Mining, Inc. (Coeur) holds a 100% interest in the mine.
The Rainy River Operations consist of the currently operating open-pit, and underground mines, processing facility, and associated infrastructure.
| 2.1 | Registrant |
|---|
Coeur acquired the Rainy River Operations in March 2026 through its acquisition of New Gold Inc. (New Gold).
| 2.2 | Terms of Reference |
|---|---|
| 2.2.1 | Report Purpose |
| --- | --- |
The Report was prepared to be attached as an exhibit to support mineral property disclosure, including mineral resource estimates, for the Rainy River Operations in Coeur’s Current
Report on Form 8-K.
Mineral resources and mineral reserves are reported for the Rainy River open pit, underground, and in surface stockpiles.
| 2.2.2 | Terms of Reference |
|---|
Unless otherwise indicated, all financial values are reported in United States dollars (US$). The local currency is the Canadian dollar (C$).
Metric units are primarily used for mineral resources, reserves, and grades (e.g., tonnes and g/t), although some US customary units may appear where applicable.
The Report uses US English.
Mineral resources and mineral reserves are reported using the definitions in Item 1300 of Regulation S–K (17 CFR Part 229) (S-K 1300) of the United States Securities and Exchange Commission.
| Effective Date: December 31, 2025 | Page 2-1 |
|---|
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| Figure 2‑1: | Project Location Plan |
| --- | --- |

| 2.3 | Qualified Person Responsibility |
|---|
This technical report summary was prepared by the following Qualified Persons, all full-time Coeur employees:
| • | Mr. Corey Kamp, P.Eng., Director, Mining and Rock Mechanics at Coeur; |
|---|---|
| • | Mr. Michael Kontzamanis, P.Eng., Senior Underground Long Range Planner at the Rainy River Operations; |
| --- | --- |
| • | Ms. Caroline Daoust, P.Geo., Exploration Manager at the Rainy River Operations; |
| --- | --- |
| • | Mr. Vincent Nadeau-Benoit, P.Geo., Director, Mineral Resources at Coeur; |
| --- | --- |
| • | Ms. Emily O’Hara, P.Eng., Manager, Water Strategy and Stewardship at Coeur; |
| --- | --- |
| • | Mr. Mohammad Taghimohammadi, P.Eng., Mill Manager at Coeur; |
| --- | --- |
| • | Mr. Travis Pastachak, P.Geo., Senior Director, Project Development at Coeur. |
| --- | --- |
| Effective Date: December 31, 2025 | Page 2-2 |
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary |
|---|
Coeur acquired the Rainy River Operations in March 2026 through its acquisition of New Gold Inc. (New Gold).
The QPs are responsible for, or co-responsible for, the Report Chapters set out in Table 2‑1.
| Table 2‑1: | QP Chapter Responsibilities |
|---|---|
| QP Name | Chapter Responsibility |
| --- | --- |
| Mr. Corey Kamp | 1.1, 1.2, 1.10.2, 1.10.3, 1.11.1, 1.11.1.1, 1.11.2, 1.11.3, 1.12, 1.12.1, 1.20, 1.21, 1.22, 2, 2.1, 2.2, 2.3, 2.4.1, 2.5, 2.6, 2.7, 7.4, 11.13.2, 11.13.4, 11.13.5, 11.13.6, 11.14, 11.15, 12.1, 12.2, 12.3,<br> 12.4, 12.6, 12.7, 13.1, 13.2, 13.4, 21, 22.1, 22.7, 22.8, 22.9, 22.17, 22.18, 23, 24, 25.1, 25.2, 25.3, 25.4, 25.5, 25.6, 25.7 |
| Mr. Kontzamanis | 1.1, 1.2, 1.10.2, 1.10.3, 1.11.1, 1.11.1.2, 1.11.2, 1.11.3, 1.12, 1.12.2, 1.15, 1.17, 1.18, 1.19, 1.20, 1.21, 1.22, 2, 2.1, 2.2, 2.3, 2.4.2, 2.5, 2.6, 2.7, 11.13.3, 11.13.4, 11.13.5, 11.13.6, 11.14, 11.15,<br> 12.1, 12.2, 12.3 12.5, 12.6, 12.7, 13.1, 13.3, 13.4, 16.1, 16.2, 16.3, 18.1, 18.2, 18.3, 19.1, 19.2, 19.3, 19.4, 19.5, 21, 22.1, 22.7, 22.8, 22.9, 22.12, 22.14, 22.15, 22.16, 22.17, 22.18, 23, 24, 25.1, 25.2, 25.3, 25.4, 25.5, 25.6,<br> 25.7 |
| Ms. Caroline Daoust | 1.1, 1.2, 1.5, 1.6, 1.7, 1.20, 1.21, 1.22, 2, 2.1, 2.2, 2.3, 2.4.3, 2.5, 2.6, 2.7, 5.0, 6.1, 6.2, 6.3, 6.4, 7.1, 7.2, 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 21, 22.1, 22.3, 22.4, 22.17, 22.18, 23, 24,<br> 25.1 |
| Mr. Vincent Nadeau-Benoit | 1.1, 1.2, 1.8, 1.10.1, 1.20, 1.21, 1.22, 2, 2.1, 2.2, 2.3, 2.4.4, 2.5, 2.6, 2.7, 9.1, 9.2, 9.3, 9.4. 11.1, 11.2, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, 11.9, 11.10, 11.11, 11.12, 11.13.1, 11.14, 11.15, 21, 22.1,<br> 22.5, 22.7, 22.17, 22.18, 23, 24, 25.1, 25.2, 25.3, 25.4, 25.5, 25.6, 25.7 |
| Ms. Emily O’Hara | 1.1, 1.2, 1.3, 1.4, 1.16, 1.20, 1.21, 1.22, 2, 2.1, 2.2, 2.3, 2.4.5, 2.5, 2.6, 2.7, 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 4.1, 4.2, 4.3, 4.4, 7.3, 15.6, 15.7, 17.1, 17.2, 17.3, 17.4, 17.5,<br> 17.6, 20, 21, 22.1, 22.2, 22.13, 22.17, 22.18, 23, 24, 25.1, 25.4, 25.5, 25.6, 25.7 |
| Mr. Mohammad Taghimohammadi | 1.1, 1.2, 1.9, 1.13, 1.20, 1.21, 1.22, 2, 2.1, 2.2, 2.3, 2.4.6, 2.5, 2.6, 2.7, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 13.4,14.1, 14.2, 14.3, 14.4, 14.5, 21, 22.1, 22.6, 22.10, 22.17, 22.18, 23, 24, 25.1 |
| Mr. Travis Pastachak | 1.1, 1.2, 1.14, 1.20, 1.21, 1.22, 2, 2.1, 2.2, 2.3, 2.4.7, 2.5, 2.6, 2.7, 15.1, 15.2, 15.3, 15.4, 15.5, 15.8, 15.9, 21, 22.1, 22.11, 22.17, 22.18, 23, 24, 25.1 |
| 2.4 | Site Visits and Scope of Personal Inspection |
| --- | --- |
| 2.4.1 | Mr. Corey Kamp |
| --- | --- |
Mr. Kamp’s most recent site visit was November 26, 2025. During this visit he focused on surface and underground discussions with the operational and technical teams to review the open pit planning assumptions for year-end mineral resources and reserves.
| Effective Date: December 31, 2025 | Page 2-3 |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| 2.4.2 | Mr. Michael Kontzamanis |
| --- | --- |
Mr. Kontzamanis’ most recent site visit occurred from December 15–19, 2025, focusing on discussions with operational and technical teams to validate long‑term planning assumptions for year-end mineral reserves. His most recent underground inspection took place during an October 20–23, 2025 visit, with attention directed toward development progress, stope sequencing, ground conditions, and key performance metrics.
| 2.4.3 | Ms. Caroline Daoust |
|---|
Ms. Daoust’s most recent site visit was from December 3–16, 2025, as part of her routine monthly presence at the site. In her role as Exploration Manager for the Exploration department, Ms. Caroline Daoust maintains a regular onsite schedule of two weeks per month to inspect and oversee the exploration work. Her main work at the site includes managing contractor compliance, daily review of the drill core, supervising Coeur employees, regular field visits, reviewing drilling results, and monitoring drilling and other field activities.
| 2.4.4 | Mr. Vincent Nadeau-Benoit |
|---|
Mr. Nadeau-Benoit’s most recent site visit was from September 8 to September 11, 2025, and focused on the open pit grade control model and reconciliation. Mr. Nadeau-Benoit also visited the core shack and inspected and reviewed drill core from the 2024 and 2025 exploration programs, and from previous exploration campaigns. In preparation of the year-end model updates, discussion with on-site geologists QA/QC results, sampling and logging procedure, and other protocols regarding the data collection for the drill hole database.
| 2.4.5 | Ms. Emily O’Hara |
|---|
Ms. O’Hara’s most recent site visit was September 9 to September 11, 2025, and focused on an internal audit of the water stewardship program and tailings management system. During this site visit, Ms. O’Hara completed a site tour which inspected the water treatment system, discharge location (which was not operating due to low flows) and the open pit.
| 2.4.6 | Mr. Mohammad Taghimohammadi |
|---|
Mr. Taghimohammadi's most recent site visit to the Rainy River operation was from December 11 to December 22, 2025, as part of his routine monthly presence at the site. In his role as Mill Manager for the Rainy River processing plant, Mr. Taghimohammadi maintains a regular on-site schedule of approximately two weeks per month to inspect and oversee process plant operations. During this visit, activities included direct oversight of plant performance, engagement with operations, metallurgical, and Projects teams, and review of process control, throughput, and recovery performance in support of ongoing operational and planning objectives.
| Effective Date: December 31, 2025 | Page 2-4 |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| 2.4.7 | Mr. Travis Pastachak |
| --- | --- |
Mr. Pastachak’s most recent site visit to the Rainy River operation was December 15–17, focusing on a site inspection and review of the completed Stage 7 tailings dam raise and the execution and safety compliance of ongoing construction projects. In preparation for the execution of 2026 projects and refinement of budgets, Mr. Pastachak held meetings with various site staff during his visit.
| 2.5 | Report Date |
|---|
The Report is current as at December 31, 2025.
| 2.6 | Information Sources and References |
|---|
The reports and documents listed in Chapter 24 and Chapter 25 of this Report were used to support Report preparation.
| 2.7 | Previous Technical Report Summaries |
|---|
Coeur has not previously filed a technical report summary on the Project under S-K 1300.
| Effective Date: December 31, 2025 | Page 2-5 |
|---|
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| 3 | PROPERTY DESCRIPTION |
| --- | --- |
| 3.1 | Property Location |
| --- | --- |
The Rainy River Operations are in northwestern Ontario, Canada. The mine is located in the District of Rainy River, approximately 50 km northwest of Fort Frances, and about 370 km southeast of Winnipeg as shown in
Figure 2‑1.
The approximate center of the property is located at 48° 50' N, 94° 01' W (WGS 84).
| 3.2 | Ownership |
|---|
Coeur wholly owns the Rainy River Operations. Coeur acquired the operations as the result of a takeover in March 2026, whereby a wholly-owned Coeur subsidiary acquired all the issued and outstanding New Gold shares.
| 3.3 | Mineral Title |
|---|
The mineral titles are in the townships of Fleming, Mather, Menary, Patullo, Potts, Richardson, Senn, Sifton, and Tait.
| 3.3.1 | Tenure Holdings |
|---|
Coeur holds mineral title under patented claims, surface rights, Crown lands, and unpatented claims (cell claims, multi-cell claims (both staked online), and boundary cell claims (staked prior to online staking).
Coeur divides the patented titles associated with the mine into three areas (Figure 3‑1):
| • | “Project Lands”. A term used for the tenures that host the Rainy River Mine, and adjacent lands intended for mining. This category includes 117 separate parcels covering approximately 5,787 ha (Table 3‑1).<br> The Project Lands are shown in blue on Figure 3‑1; |
|---|---|
| • | “Infrastructure Lands”. A term used for the tenures that are leased or owned for the transmission line corridor. This category includes 22 parcels that cover approximately 2,800.22 ha, of which six parcels,<br> totaling 419.23 ha, overlap with the Project Lands. These lands are listed as owned unless specified as leased (Table 3‑2). They are shown in orange in Figure 3‑1; |
| --- | --- |
| • | “Regional Lands”. A term used for the broader land holdings associated with the Project. This category includes 75 parcels covering approximately 3,698.44 ha. A total of 31 parcels are designated as Species<br> at Risk (SAR) Habitat Compensation Lands. These rights are owned by Coeur unless marked as leased (Table 3‑3). Regional Lands are shown in yellow in Figure 3‑1. |
| --- | --- |
| Effective Date: December 31, 2025 | Page 3-1 |
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| Figure 3‑1: | Mineral Tenure Location Map |
| --- | --- |

| Effective Date: December 31, 2025 | Page 3-2 |
|---|
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |||
|---|---|---|---|
| Table 3‑1: | Patented Claims, Project Lands | ||
| --- | --- | ||
| PIN Surface Rights | PIN Mining Rights | Tenure Type | Area<br><br> <br>(ha) |
| --- | --- | --- | --- |
| 56042-0061 | 56042-0100 | 01: surface rights and mineral rights | 62.87 |
| 56042-0018 | 56042-0018 | 01: surface rights and mineral rights | 64.64 |
| 56042-0162 | 56042-0163 | 01: surface rights and mineral rights | 63.09 |
| 56042-0058 | 56042-0058 | 01: surface rights and mineral rights | 32.26 |
| 56042-0101 | 56042-0128 | 01: surface rights and mineral rights | 64.25 |
| 56042-0037 | 56042-0037 | 01: surface rights and mineral rights | 32.38 |
| 56042-0077 | 56042-0077 | 01: surface rights and mineral rights | 31.30 |
| 56042-0203 | 56042-0203 | 21: surface rights and mineral rights lease | 454.05 |
| 56042-0090 | 56042-0090 | 01: surface rights and mineral rights | 0.18 |
| 56035-0178 | 56035-0178 | 01: surface rights and mineral rights | 64.36 |
| 56042-0114 | 56042-0114 | 01: surface rights and mineral rights | 63.24 |
| 56042-0212 | 56042-0212 | 01: surface rights and mineral rights | 81.00 |
| 56042-0122 | 56042-0140 | 15: surface rights and mineral rights leased | 31.64 |
| 56042-0047 | 56042-0047 | 01: surface rights and mineral rights | 65.49 |
| 56042-0089 | 56042-0089 | 01: surface rights and mineral rights | 0.32 |
| 56042-0052 | 56042-0052 | 01: surface rights and mineral rights | 32.44 |
| 56042-0224 | 56042-0224 | 01: surface rights and mineral rights | 10.21 |
| 56042-0053 | 56042-0053 | 01: surface rights and mineral rights | 32.38 |
| 56042-0113 | 56042-0102 | 01: surface rights and mineral rights | 32.28 |
| 56036-0084 | 56036-0084 | 01: surface rights and mineral rights | 72.59 |
| 56042-0014 | 56042-0141 | 15: surface rights and mineral rights leased | 62.81 |
| 56042-0147 | 56042-0146 | 01: surface rights and mineral rights | 0.95 |
| 56042-0021 | 56042-0021 | 01: surface rights and mineral rights | 64.91 |
| 56042-0006 | 56042-0006 | 01: surface rights and mineral rights | 1.17 |
| 56042-0151 | 56042-0150 | 01: surface rights and mineral rights | 63.33 |
| 56042-0133 | 56042-0133 | 01: surface rights and mineral rights | 64.39 |
| 56042-0043 | 56042-0043 | 01: surface rights and mineral rights | 32.41 |
| 56042-0103 | 56042-0142 | 15: surface rights and mineral rights leased | 63.60 |
| 56042-0164 | 56042-0165 | 01: surface rights and mineral rights | 32.35 |
| 56042-0157 | 56042-0156 | 01: surface rights and mineral rights | 64.42 |
| 56042-0059 | 56042-0059 | 01: surface rights and mineral rights | 31.27 |
| 56042-0108 | 56042-0140 | 15: surface rights and mineral rights leased | 64.10 |
| 56042-0184 | 56042-0185 | 01: surface rights and mineral rights | 31.71 |
| 56042-0030 | 56042-0140 | 15: surface rights and mineral rights leased | 63.29 |
| Effective Date: December 31, 2025 | Page 3-3 | ||
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |||
|---|---|---|---|
| PIN Surface Rights | PIN Mining Rights | Tenure Type | Area<br><br> <br>(ha) |
| --- | --- | --- | --- |
| 56042-0168 | 56042-0169 | 01: surface rights and mineral rights | 82.69 |
| 56042-0033 | 56042-0099 | 01: surface rights and mineral rights | 64.17 |
| 56042-0166 | 56042-0167 | 01: surface rights and mineral rights | 63.49 |
| 56042-0038 | 56042-0038 | 01: surface rights and mineral rights | 31.94 |
| 56042-0055 | 56042-0055 | 01: surface rights and mineral rights | 64.48 |
| 56042-0192 | 56042-0192 | 21: surface rights and mineral rights lease | 236.01 |
| 56042-0208 | 56042-0171 | 01: surface rights and mineral rights | 42.48 |
| 56042-0065 | 56042-0065 | 01: surface rights and mineral rights | 32.45 |
| 56042-0078 | 56042-0078 | 01: surface rights and mineral rights | 33.47 |
| 56042-0088 | 56042-0088 | 01: surface rights and mineral rights | 1.11 |
| 56042-0002 | 56042-0002 | 01: surface rights and mineral rights | 64.31 |
| 56042-0121 | 56042-0121 | 01: surface rights and mineral rights | 63.91 |
| 56042-0046 | 56042-0046 | 01: surface rights and mineral rights | 62.73 |
| 56035-0242 | 56035-0243 | 12: surface rights, no mineral rights option | 64.44 |
| 56042-0172 | 56042-0173 | 01: surface rights and mineral rights | 64.53 |
| 56042-0190 | 56042-0191 | 01: surface rights and mineral rights | 31.88 |
| 56042-0182 | 56042-0183 | 01: surface rights and mineral rights | 30.34 |
| 56042-0086 | 56042-0086 | 01: surface rights and mineral rights | 0.33 |
| 56042-0176 | 56042-0177 | 01: surface rights and mineral rights | 32.23 |
| 56042-0155 | 56042-0154 | 01: surface rights and mineral rights | 32.86 |
| 56042-0085 | 56042-0085 | 01: surface rights and mineral rights | 0.27 |
| 56042-0145 | 56042-0145 | 01: surface rights and mineral rights | 32.08 |
| 56042-0116 | 56042-0116 | 01: surface rights and mineral rights | 59.95 |
| 56042-0204 | 56042-0204 | 21: surface rights and mineral rights lease | 193.78 |
| 56042-0131 | 56042-0131 | 01: surface rights and mineral rights | 65.44 |
| 56042-0083 | 56042-0141 | 15: surface rights and mineral rights leased | 31.90 |
| 56035-0098 | 56035-0098 | 01: surface rights and mineral rights | 64.12 |
| 56042-0180 | 56042-0181 | 01: surface rights and mineral rights | 64.33 |
| 56042-0117 | 56042-0117 | 01: surface rights and mineral rights | 63.39 |
| 56042-0029 | 56042-0029 | 01: surface rights and mineral rights | 82.90 |
| 56042-0104 | 56042-0139 | 01: surface rights and mineral rights | 32.65 |
| 56042-0024 | 56042-0024 | 01: surface rights and mineral rights | 31.87 |
| 56042-0036 | 56042-0036 | 01: surface rights and mineral rights | 64.72 |
| 56042-0195 | 56042-0195 | 21: surface rights and mineral rights lease | 198.77 |
| 56042-0060 | 56042-0060 | 01: surface rights and mineral rights | 64.02 |
| 56042-0063 | 56042-0063 | 01: surface rights and mineral rights | 33.29 |
| Effective Date: December 31, 2025 | Page 3-4 | ||
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |||
|---|---|---|---|
| PIN Surface Rights | PIN Mining Rights | Tenure Type | Area<br><br> <br>(ha) |
| --- | --- | --- | --- |
| 56042-0206 | 56042-0161 | 01: surface rights and mineral rights | 63.96 |
| 56042-0062 | 56042-0062 | 01: surface rights and mineral rights | 32.42 |
| 56042-0012 | 56042-0012 | 01: surface rights and mineral rights | 64.92 |
| 56035-0090 | 56035-0090 | 01: surface rights and mineral rights | 63.57 |
| 56042-0044 | 56042-0044 | 01: surface rights and mineral rights | 31.42 |
| 56042-0005 | 56042-0005 | 01: surface rights and mineral rights | 63.11 |
| 56042-0223 | 56042-0223 | 21: surface rights and mineral rights lease | 54.88 |
| 56042-0111 | 56042-0193 | 15: surface rights and mineral rights leased | 32.39 |
| 56042-0026 | 56042-0026 | 01: surface rights and mineral rights | 40.49 |
| 56042-0027 | 56042-0027 | 01: surface rights and mineral rights | 63.92 |
| 56042-0112 | 56042-0112 | 01: surface rights and mineral rights | 64.46 |
| 56042-0050 | 56042-0050 | 01: surface rights and mineral rights | 64.05 |
| 56042-0174 | 56042-0175 | 01: surface rights and mineral rights | 32.72 |
| 56042-0025 | 56042-0025 | 01: surface rights and mineral rights | 31.83 |
| 56042-0202 | 56042-0202 | 21: surface rights and mineral rights lease | 97.39 |
| 56035-0194 | 56035-0194 | 01: surface rights and mineral rights | 64.93 |
| 56042-0016 | 56042-0016 | 01: surface rights and mineral rights | 64.97 |
| 56042-0186 | 56042-0187 | 01: surface rights and mineral rights | 31.81 |
| 56042-0011 | 56042-0098 | 01: surface rights and mineral rights | 63.00 |
| 56035-0176 | 56035-0176 | 01: surface rights and mineral rights | 64.95 |
| 56035-0255 | 56035-0255 | 21: surface rights and mineral rights lease | 63.95 |
| 56042-0178 | 56042-0179 | 01: surface rights and mineral rights | 40.98 |
| 56042-0153 | 56042-0152 | 01: surface rights and mineral rights | 32.24 |
| 56042-0056 | 56042-0056 | 01: surface rights and mineral rights | 31.89 |
| 56035-0066 | 56035-0066 | 01: surface rights and mineral rights | 65.99 |
| 56042-0188 | 56042-0189 | 01: surface rights and mineral rights | 32.17 |
| 56042-0068 | 56042-0068 | 01: surface rights and mineral rights | 1.75 |
| 56042-0221 | 56042-0221 | 01: surface rights and mineral rights | 3.16 |
| 56041-0240 | 56041-0240 | 01: surface rights and mineral rights | 2.73 |
| 56042-0220 | 56042-0220 | 01: surface rights and mineral rights | 0.47 |
| 56042-0215 | 56042-0215 | 01: surface rights and mineral rights | 0.09 |
| 56042-0219 | 56042-0219 | 01: surface rights and mineral rights | 0.02 |
| 56041-0268 | 56041-0268 | 01: surface rights and mineral rights | 0.05 |
| 56042-0213 | 56042-0213 | 01: surface rights and mineral rights | 0.14 |
| 56042-0222 | 56042-0222 | 01: surface rights and mineral rights | 2.69 |
| 56042-0218 | 56042-0218 | 01: surface rights and mineral rights | 0.00 |
| Effective Date: December 31, 2025 | Page 3-5 | ||
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |||
|---|---|---|---|
| PIN Surface Rights | PIN Mining Rights | Tenure Type | Area<br><br> <br>(ha) |
| --- | --- | --- | --- |
| 56042-0217 | 56042-0217 | 01: surface rights and mineral rights | 2.56 |
| 56042-0092 | 56042-0092 | 01: surface rights and mineral rights | 0.04 |
| 56042-0091 | 56042-0091 | 01: surface rights and mineral rights | 0.01 |
| 56042-0084 | 56042-0084 | 01: surface rights and mineral rights | 0.07 |
| 56042-0214 | 56042-0214 | 01: surface rights and mineral rights | 1.28 |
| 56042-0082 | 56042-0141 | 15: surface rights and mineral rights leased | 32.32 |
| 56042-0081 | 56042-0081 | 01: surface rights and mineral rights | 64.67 |
| 56042-0034 | 56042-0097 | 01: surface rights and mineral rights | 62.64 |
| 56042-0148 | 56042-0149 | 01: surface rights and mineral rights | 63.83 |
| 56042-0110 | 56042-0110 | 01: surface rights and mineral rights | 64.82 |
| 56042-0093 | 56042−0223 | 14: mineral rights, no surface rights | 10.24 |
| Total hectares | 5,786.94 |
Note: PIN = property identification number.
| Table 3‑2: | Patented Claims, Infrastructure Lands and Project Overlap Lands | ||
|---|---|---|---|
| PIN Surface Rights | PIN Mining Rights | Tenure Type | Area<br><br> <br>(ha) |
| --- | --- | --- | --- |
| 56046-0159 | 56046-0159 | Infrastructure | 01: surface rights and mineral rights |
| 56046-0135 | 56046-0135 | Infrastructure | 01: surface rights and mineral rights |
| 56046-0128 | 56046-0028 | Infrastructure | 12: surface rights (no mineral rights option) |
| 56046-0178 | 56046-0178 | Infrastructure | 01: surface rights and mineral rights |
| 56042-0129 | 56042-0129 | Infrastructure, Project | 01: surface rights and mineral rights |
| 56042-0206 | 56042-0158 | Infrastructure, Project | 01: surface rights and mineral rights |
| 56042-0194 | 56042-0194 | Infrastructure, Project | 21: surface rights and mineral rights Lease |
| 56042-0064 | 56042-0064 | Infrastructure, Project | 01: surface rights and mineral rights |
| 56042-0196 | 56042-0197 | Infrastructure, Project | 01: surface rights and mineral rights |
| 56035-0256 | 56035-0256 | Infrastructure | 21: surface rights and mineral rights Lease |
| 56035-0249 | 56035-0248 | Infrastructure | 01: surface rights and mineral rights |
| 56035-0247 | 56035-0246 | Infrastructure | 01: surface rights and mineral rights |
| 56035-0015 | Infrastructure | 13: easement | |
| 56035-0195 | 56035-0195 | Infrastructure | 01: surface rights and mineral rights |
| 56042-0205 | 56042-0205 | Infrastructure | 21: surface rights and mineral rights Lease |
| 56042-0198 | 56042-0199 | Infrastructure, Project | 01: surface rights and mineral rights |
| 56034-0003 | 56034-0003 | Infrastructure | 21: surface rights and mineral rights Lease |
| 56032-0285 | 56032-0285 | Infrastructure | 21: surface rights and mineral rights Lease |
| 56035-0253 | 56035-0253 | Infrastructure | 21: surface rights and mineral rights Lease |
| 56035-0254 | 56035-0254 | Infrastructure | 21: surface rights and mineral rights Lease |
| 56034-0002 | 56034-0002 | Infrastructure | 21: surface rights and mineral rights Lease |
| 56046-0175 | 56046-0175 | Infrastructure | 01: surface rights and mineral rights |
| Total hectares: | 2,380.99 |
Note: PIN = property identification number.
| Effective Date: December 31, 2025 | Page 3-6 |
|---|
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |||
|---|---|---|---|
| Table 3‑3: | Patented Claims, Regional Lands | ||
| --- | --- | ||
| PIN Surface Rights | PIN Mining Rights | Tenure Type | Area (ha) |
| --- | --- | --- | --- |
| 56032-0281 | 56032-0280 | 22: surface rights and mineral rights option | 4.18 |
| 56035-0009 | 56035-0009 | 01: surface rights and mineral rights | 64.69 |
| 56035-0042 | 56035-0042 | 01: surface rights and mineral rights | 64.80 |
| 56035-0187 | 56035-0187 | 01: surface rights and mineral rights | 32.03 |
| 56035-0245 | 56035-0244 | 02: mineral rights (no surface rights) | 9.04 |
| 56036-0077 | 56036-0077 | 01: surface rights and mineral rights | 76.02 |
| 56036-0118 | 56036-0019 | 12: surface rights (no mineral rights option) | 78.42 |
| 56036-0233 | 56036-0234 | 12: surface rights (no mineral rights option) | 0.44 |
| 56041-0159 | 56041-0159 | 01: surface rights and mineral rights | 64.73 |
| 56041-0164 | 56041-0164 | 01: surface rights and mineral rights | 59.59 |
| 56041-0215 | 56041-0220 | 01: surface rights and mineral rights | 10.09 |
| 56041-0219 | 56041-0220 | 02: mineral rights (no surface rights) | 53.79 |
| 56041-0222 | 56041-0221 | 01: surface rights and mineral rights | 62.70 |
| 56041-0223 | 56041-0224 | 01: surface rights and mineral rights | 64.09 |
| 56041-0225 | 56041-0226 | 01: surface rights and mineral rights | 65.52 |
| 56041-0230 | 56041-0229 | 02: mineral rights (no surface rights) | 68.35 |
| 56041-0233 | 56041-0233 | 21: surface rights and mineral rights lease | 63.20 |
| 56041-0234 | 56041-0234 | 21: surface rights and mineral rights lease | 214.77 |
| 56041-0235 | 56041-0235 | 21: surface rights and mineral rights lease | 29.04 |
| 56041-0239 | 56041-0239 | 21: surface rights and mineral rights lease | 222.58 |
| 56041-0247 | 56041-0246 | 02: mineral rights (no surface rights) | 64.76 |
| 56041-0253 | 56041-0253 | 01: surface rights and mineral rights | 3.31 |
| 56041-0254 | 56041-0254 | 01: surface rights and mineral rights | 28.27 |
| 56041-0256 | 56041-0256 | 01: surface rights and mineral rights | 6.45 |
| 56041-0257 | 56041-0257 | 01: surface rights and mineral rights | 55.89 |
| 56041-0271 | 56041-0270 | 02: mineral rights (no surface rights) | 16.53 |
| 56041-0273 | 56041-0272 | 02: mineral rights (no surface rights) | 64.22 |
| 56041-0275 | 56041-0274 | 02: mineral rights (no surface rights) | 70.29 |
| 56041-0277 | 56041-0276 | 02: mineral rights (no surface rights) | 31.16 |
| Effective Date: December 31, 2025 | Page 3-7 | ||
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |||
|---|---|---|---|
| PIN Surface Rights | PIN Mining Rights | Tenure Type | Area (ha) |
| --- | --- | --- | --- |
| 56041-0278 | 56041-0278 | 01: surface rights and mineral rights | 0.59 |
| 56041-0279 | 56041-0279 | 01: surface rights and mineral rights | 0.23 |
| 56041-0281 | 56041-0281 | 01: surface rights and mineral rights | 0.28 |
| 56041-0283 | 56041-0283 | 01: surface rights and mineral rights | 0.04 |
| 56044-0003 | 18: species at risk habitat compensation lands | 64.77 | |
| 56044-0006 | 18: species at risk habitat compensation lands | 65.69 | |
| 56044-0007 | 18: species at risk habitat compensation lands | 32.62 | |
| 56044-0008 | 18: species at risk habitat compensation lands | 64.01 | |
| 56044-0014 | 18: species at risk habitat compensation lands | 64.44 | |
| 56044-0016 | 18: species at risk habitat compensation lands | 32.70 | |
| 56044-0017 | 18: species at risk habitat compensation lands | 63.05 | |
| 56044-0020 | 18: species at risk habitat compensation lands | 63.98 | |
| 56044-0030 | 18: species at risk habitat compensation lands | 31.81 | |
| 56044-0037 | 18: species at risk habitat compensation lands | 31.75 | |
| 56044-0041 | 18: species at risk habitat compensation lands | 63.21 | |
| 56044-0052 | 18: species at risk habitat compensation lands | 32.97 | |
| 56044-0054 | 18: species at risk habitat compensation lands | 31.19 | |
| 56044-0055 | 18: species at risk habitat compensation lands | 31.82 | |
| 56044-0059 | 18: species at risk habitat compensation lands | 32.12 | |
| 56044-0063 | 18: species at risk habitat compensation lands | 32.72 | |
| 56044-0067 | 18: species at risk habitat compensation lands | 61.57 | |
| 56044-0068 | 18: species at risk habitat compensation lands | 63.28 | |
| 56044-0071 | 18: species at risk habitat compensation lands | 65.03 | |
| 56044-0077 | 18: species at risk habitat compensation lands | 31.59 | |
| 56044-0078 | 18: species at risk habitat compensation lands | 32.50 | |
| 56044-0103 | 18: species at risk habitat compensation lands | 62.13 | |
| 56044-0105 | 18: species at risk habitat compensation lands | 56.57 | |
| 56044-0111 | 18: species at risk habitat compensation lands | 32.61 | |
| 56044-0118 | 18: species at risk habitat compensation lands | 64.05 | |
| 56044-0124 | 56044-0125 | 18: species at risk habitat compensation lands | 64.27 |
| 56045-0014 | 18: species at risk habitat compensation lands | 63.72 | |
| 56045-0052 | 18: species at risk habitat compensation lands | 31.95 | |
| 56045-0086 | 18: species at risk habitat compensation lands | 31.77 | |
| 56045-0099 | 18: species at risk habitat compensation lands | 129.35 | |
| 56045-0103 | 18: species at risk habitat compensation lands | 33.29 | |
| 56045-0171 | 56045-0172 | 01: surface rights and mineral rights | 65.68 |
| Effective Date: December 31, 2025 | Page 3-8 | ||
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |||
|---|---|---|---|
| PIN Surface Rights | PIN Mining Rights | Tenure Type | Area (ha) |
| --- | --- | --- | --- |
| 56045-0173 | 56045-0174 | 01: surface rights and mineral rights | 30.47 |
| 56045-0175 | 56045-0176 | 01: surface rights and mineral rights | 65.60 |
| 56045-0177 | 56045-0178 | 01: surface rights and mineral rights | 64.35 |
| 56045-0179 | 56045-0180 | 01: surface rights and mineral rights | 65.16 |
| 56045-0181 | 56045-0182 | 01: surface rights and mineral rights | 0.56 |
| 56045-0183 | 56045-0184 | 01: surface rights and mineral rights | 0.05 |
| 56045-0185 | 56045-0186 | 01: surface rights and mineral rights | 64.22 |
| 56045-0196 | 56045-0188 | 02: mineral rights (no surface rights) | 63.64 |
| 56045-0196 | 56045-0188 | 02: mineral rights (no surface rights) | 0.59 |
| 56045-0198 | 56045-0197 | 02: mineral rights (no surface rights) | 65.48 |
| Total hectares: | 3,698.44 |
Note: PIN = property identification number.
In addition to the Project, Infrastructure and Regional Lands, Coeur holds a regional tenure package consisting of 1,581 unpatented claims, including 1,040 unencumbered Single Cell Mining Claim/Multiple Cell Mining Claim claims (23,073.7 ha), 447 encumbered Single Cell Mining Claim/Multiple Cell Mining Claim claims (10,745.48 ha), and 94 Boundary Cell Mining Claim claims (961.18 ha), covering an aggregate area of approximately 34,780.36 ha. These are shown in grey on Figure 3‑1 and a full list is provided in Appendix A.
| 3.3.2 | Patented Claims |
|---|
Patented titles secure mining rights and/or surface rights. They are identified with a property identification number (PIN) in the Ontario Land Registry System. Mining rights give the title owner the right to explore and extract minerals.
Patented lands do not have assessment work obligations but require payment of both municipal realty and provincial mining taxes. Crown Leases are unpatented mining claims that have been converted to leases. All patented lands for surface rights and mining rights on the property are either owned or leased by Coeur.
Patented titles cover the mine property and some of the adjacent lands; they consist of 213 parcels consisting of mining rights, surface rights, and Crown Lease properties. Parcels can have either surface rights or mining rights or both. There are also an additional four residential surface rights parcels owned by Coeur in Emo, Ontario which do not fall into the categories of Project Lands, Infrastructure Lands or Regional Lands.
| 3.3.3 | Unpatented Claims |
|---|
These claims give the right to carry out mineral exploration and development under the Mining Act. Unpatented claims are valid for either one or two years.
All unpatented claims are in good standing and assessment work credits are sufficient to maintain that standing for several years. The claims have varied expiration dates, and are all currently active, as recorded in the Mining Lands Administration System (MLAS). They are listed in Appendix A.
| Effective Date: December 31, 2025 | Page 3-9 |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| 3.4 | Property Agreements |
| --- | --- |
The Rainy River Operations signed a Site Plan Agreement with the Township of Chapple on March 24, 2016. The agreement covers areas such as the proposed mine development, operation and reclaim, zoning by-laws, road maintenance, permitting and letters of commitments.
The Rainy River Operations signed a Property Access and Co-Operation Agreement with Richard and Linda Neilson on December 24, 2015. The agreement covers access rights, species at risk mitigation work, research into flora and fauna, and research into social, environmental, and scientific matters.
The Rainy River Operations entered into agreements with former landowners to maintain hay fields in such a manner as described in Endangered Species Act permit FF-C-001-14. 380 hectares of hay fields are maintained as such and are not harvested until after August 1 each year in keeping with the Endangered Species Act permit and the breeding bird window. As per the agreements, former landowners pay C$7 per round bale back to the Rainy River Operations for the hay they have harvested. These funds are to be used for the maintenance of these fields. The field maintenance, and therefore the “haying agreements”, will remain in place for as long as the Endangered Species Act permit is in effect (into post-closure).
| 3.5 | Surface Rights |
|---|
Surface rights holdings are discussed in Chapter 3.3.
Coeur currently controls all the surface rights necessary for its mining leases and mining concessions, which include the areas with estimated mineral resources and mineral reserves. Other exploration claims included in the Project area are either located on Crown land or on private land. Coeur has the first right to acquire the surface rights by taking the relevant claims to mining lease status.
Coeur owns the land that encompasses all existing surface infrastructure related to the Rainy River Operations.
There are sufficient rights held to support the life-of-mine (LOM) plan.
| 3.6 | Water Rights |
|---|
Coeur maintains two Permits to Take Water for Mine Dewatering (1538-BXNN49) and Pit Dewatering (6832-C2RLAD). Water rights are sufficient for the LOM.
| 3.7 | Royalties |
|---|
A portion of the mineral lands are covered by either a 1–2% net smelter return (NSR) royalty or a 10% net profits interest (NPI) royalty summarized in Table 3‑4 and shown in Figure 3‑2.
| Effective Date: December 31, 2025 | Page 3-10 |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |||||||
|---|---|---|---|---|---|---|---|
| Table 3‑4: | Rainy River Royalty Summary | ||||||
| --- | --- | ||||||
| Royalty<br><br> <br>Zone | PIN_SR | PIN_MR | Ownership | Royalty<br><br> <br>Type | Royalty<br><br> <br>Acquired From | Date<br><br> <br>Acquired | Buy-Down Right<br><br> <br>or Buy-Out<br><br> <br>Provision |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Intrepid | 56042-0164 | 56042-0165 | NGI / NGI | 1% NSR | Doug Teeple | 6/1/2011 | Teeple buydown Royalty from 2% 1% October 31, 2024 |
| Open Pit | 56042-0033 | 56042-0099 | NGI / NGI | 10% NPI | Nuinsco Resources Limited (NOTE: Nuinsco acquired property from Jack Eldon Franklin Morrison) | 6/28/2005 | Agreement and Amending Agreement are SILENT as to a buy-down right or a buy-out |
| Open Pit | 56042-0088 | 56042-0088 | NGI / NGI | 2% NSR | Bertram James Robinson | 2/1/2012 | Can purchase ½ of Royalty via one-time payment of CAD$1 million reducing Royalty from 2% to 1% |
| Intrepid | 56042-0190 | 56042-0191 | NGI / NGI | 2% NSR | Bayfield Ventures Corp. | 1/19/2015 | Can purchase ½ of Royalty via one-time payment of CAD$1 million reducing NSR from 2% to 1% |
| Intrepid | 56042-0176 | 56042-0177 | NGI / NGI | 2% NSR | Nancy Lynn Gibb & Douglas George Gibb | 10/13/2011 | Can purchase ½ of Royalty via one-time payment of CAD$1 million reducing Royalty from 2% to 1% |
| Open Pit | 56042-0060 | 56042-0060 | NGI / NGI | 10% NPI | Nuinsco Resources Limited (NOTE: Nuinsco acquired property from David L. Lafever & Joseph E. Lafever & Wendel R. Kistler & Gordon G. Pape) | 6/28/2005 | Agreement is SILENT to a buy-down right or a buy-out |
| Effective Date: December 31, 2025 | Page 3-11 | ||||||
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |||||||
|---|---|---|---|---|---|---|---|
| Royalty<br><br> <br>Zone | PIN_SR | PIN_MR | Ownership | Royalty<br><br> <br>Type | Royalty<br><br> <br>Acquired From | Date<br><br> <br>Acquired | Buy-Down Right<br><br> <br>or Buy-Out<br><br> <br>Provision |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Open Pit | 56042-0148 | 56042-0149 | NGI / NGI | 2% NSR | Alice Wepruk & Paul Wepruk | 3/29/2010 | Can purchase ½ of Royalty via one-time payment of CAD$1 million reducing Royalty from 2% to 1% |
| Open Pit | 56042-0011 | 56042-0098 | NGI / NGI | 2% NSR (formerly 10% NPI) | Nuinsco Resources Limited | 6/28/2005 | Can purchase ½ of Royalty via one-time payment of CAD$1 million reducing NSR from 2% to 1% |
| Open Pit | 56042-0034 | 56042-0097 | NGI / NGI | 10% NPI | Nuinsco Resources Limited (NOTE: Nuinsco acquired property from Shahin Sedaghat) | 6/28/2005 | Agreement and Amending Agreement are SILENT as to a buy-down right or a buy-out |
| Effective Date: December 31, 2025 | Page 3-12 | ||||||
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| Figure 3‑2: | Project Royalty Overview |
| --- | --- |

Note: Figure prepared by Coeur, 2026.
| 3.8 | Streaming Agreements |
|---|
In July 2015, Coeur entered into a streaming agreement with Royal Gold A.G., a wholly-owned subsidiary of Royal Gold Inc. (Royal Gold), in which Royal Gold agreed to provide Coeur with an upfront deposit of $175 million which was used for the development of the Rainy River Operations. In return, Royal Gold is provided 6.5% of the Rainy River Operation’s gold production up to a total of 230,000 ounces of gold, and 3.25% of the Rainy River Operation’s gold production thereafter; and 60% of the Rainy River Operation’s silver production up to a total of 3.1 million ounces of silver, and 30% of the Rainy River Operation’s silver production thereafter.
In addition to the upfront deposit, Royal Gold will pay 25% of the average spot gold or silver price when each ounce of gold or silver is delivered under the stream.
| Effective Date: December 31, 2025 | Page 3-13 |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| 3.9 | First Nations |
| --- | --- |
Coeur agreed to financial participation in the Rainy River Operations in the form of royalties to certain First Nations with Impact Benefit Agreements. The operations are party to an Impact Benefit Agreement (discussed further in Chapter 17.5) with the following First Nations:
| • | Fort Frances Chief’s Secretariat; |
|---|---|
| • | Naicatchewenin/Rainy River First Nations; |
| --- | --- |
| • | Big Grassy First Nations; |
| --- | --- |
| • | Anishinaabeg of Naongashiing; |
| --- | --- |
| • | Onigaming; |
| --- | --- |
| • | Naotkamegwanning; |
| --- | --- |
| • | Animikee Wa Zhing; |
| --- | --- |
| • | Metis Nation of Ontario. |
| --- | --- |
| 3.10 | Encumbrances |
| --- | --- |
| 3.10.1 | Permitting Requirements |
| --- | --- |
Rainy River permitting considerations are discussed in Chapter 17.4.
| 3.10.2 | Violations and Fines |
|---|
There are no major violations or fines as understood in the United States mining regulatory context that have been reported for the Rainy River Operations.
| 3.11 | Significant Factors and Risks That May Affect Access, Title or Work Programs |
|---|
To the extent known to the QP, there are no other known significant factors and risks that may affect access, title, or the right or ability to perform work on the properties that comprise the Rainy River Operations that are not discussed in this Report.
| Effective Date: December 31, 2025 | Page 3-14 |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| 4 | ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY |
| --- | --- |
| 4.1 | Physiography |
| --- | --- |
The topography forms two distinct physiographic regions which are separated by the Rainy Lake–Lake of the Woods Moraine, a prominent northwest to southeast topographic feature located just north of Richardson Township. North and east of this moraine, the bedrock exposure is significant, with topographic relief reaching up to 90 m, primarily due to the variable erosion of granitic batholiths compared to the adjacent supracrustal rocks of the Canadian Shield. This area has been shaped by the Whiteshell glacial event, originating from the Labradorean ice centre, located to the northeast.
South and west of the moraine, the landscape is characterized by lowlands with minimal topographic relief. Here, glacial overburden is typically 20–40 m thick, drainage is poor, and bedrock outcrops are scarce, covering <1% of the surface. Bedrock cover consists of till, lacustrine silts and clays, and clayey carbonate- rich tills, with local thick peat in some poorly drained areas.
Elevations range from 340–400 masl.
Vegetation in the region is part of the northeastern hardwood zone, located near the southern edge of the boreal forest.
| 4.2 | Accessibility |
|---|
The area is accessed by a network of paved provincial roads and highways, as well as by commercial airlines flying into International Falls, Minnesota. Access from Thunder Bay to the property is approximately 415 km and access from Winnipeg is approximately 370 km through Kenora. Sealed roads provide year-round access.
The Canadian National Railway is situated 21 km south of the operations area, running east–west just north of the Minnesota border. The nearby towns and villages of Fort Frances, Emo, and Rainy River are located along this railway line.
| 4.3 | Climate |
|---|
The region has a continental climate, with extreme temperatures ranging from +35°C in summer to -40°C in winter. The area receives an average annual precipitation of 710 mm, with about 670 mm of rainfall and 142 cm of snowfall. The heaviest monthly precipitation typically occurs in June and July.
Mining operations are conducted year-round.
| Effective Date: December 31, 2025 | Page 4-1 |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| 4.4 | Infrastructure |
| --- | --- |
The area is well served by existing infrastructure. Human resources are available from three small towns within easy driving distance of the Rainy River Operations: Emo (34 km by road, population 1,333), Rainy River (79 km by road, population 752), and Fort Frances (68 km by road, population 7,466). These population figures are based on the 2021 census.
Hydroelectricity is generated north of Kenora at several locations, as well as to the west and east of Thunder Bay. The major drainage system includes Rainy Lake to the southeast, which is drained by the Rainy River flowing west along the Minnesota border into Lake of the Woods, eventually feeding into the Lake Winnipeg watershed.
The area surrounding the Rainy River Operations is sparsely populated. Farm stations consisting of one to a few houses dot the countryside, the majority occurring several kilometres apart. Traditionally, the main source of income in the area has been derived from agriculture, forestry, and tourism.
The Rainy River Operations currently have all infrastructure in place to support mining and processing activities (see also discussions in Chapter 13, Chapter 14, and Chapter 15 of this Report). These Report Chapters also discuss water sources, electricity, personnel, and supplies.
| Effective Date: December 31, 2025 | Page 4-2 |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| 5 | HISTORY |
| --- | --- |
Exploration in the Rainy River region began in 1967, with various companies and government organizations conducting geological and geophysical activities. In 1990, Nuinsco Resources Limited (Nuinsco) acquired the property and launched extensive exploration efforts that included geological mapping, geochemical grid sampling, and geophysical surveys and that continued through 2004. In June 2005, Rainy River Resources Ltd. (Rainy River Resources) acquired a 100% interest in the Rainy River property. Rainy River Resources advanced exploration by relogging historical drill core, establishing a geographic information system (GIS) database, and conducting additional geophysical surveys to refine the mineralization model.
In 2013, New Gold acquired the Rainy River property through the purchase of Rainy River Resources. New Gold released an updated feasibility study (as defined in Canada), which integrated previous exploration results. In 2015, New Gold expanded its land position through the acquisition of Bayfield Ventures Ltd., which owned several adjacent mining claims.
Open-pit stripping activities commenced in 2016. Ore processing commenced in September 2017 and commercial production in mid-October 2017. Underground development started in June 2021, with processing of the first underground ore in September 2022.
A summary of the exploration and development activities is provided in Table 5‑1.
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| Table 5‑1: | Exploration and Development History Summary | ||||
| --- | --- | ||||
| Year | Operator | Comment | |||
| --- | --- | --- | --- | --- | --- |
| 1967 | Noranda | Registered claims and conducted geophysical surveys | |||
| 1971 | Ontario Division of Mines and the Ministry of Natural Resources | Mapped the north-central part of the Rainy River Greenstone Belt | |||
| 1972 | INCO | Completed ground geophysics and two drill holes in 1972 but did not disclose results | |||
| 1972–1973 | Hudbay | Conducted airborne and ground geophysics in 1972, drilled 54 holes in 1973 near the current Rainy River Operations, then halted exploration due to discouraging results | |||
| 1988 | Ontario Geological Survey | Produced a regional geological map (Map P.3140) based on aeromagnetic data and geological mapping. This mapping was supported by an Ontario Geological Survey rota-sonic drilling program that led to the<br> discovery of a “gold-grains-in-till” anomaly in Richardson Township | |||
| 1988 | Mingold Resources | Followed up on the Ontario Geological Survey till anomaly by staking 85 claims and optioning patented lands in Richardson Township and neighboring areas. Despite employing various sampling methods, including<br> reverse circulation (RC) drilling, sampling results were considered inconclusive | |||
| 1990–2004 | Nuinsco Resources Limited (Nuinsco) | Collated a land package and began exploration in 1990.<br><br> <br> <br>Conducted reconnaissance mapping and sampling, more detailed grid-based geological mapping, geochemical sampling (soil and enzyme leach), airborne geophysical surveys (electromagnetic (EM) and magnetic) ground<br> geophysical surveys (magnetic, induced polarization (IP), EM, University of Toronto electro-magnetic (UTEM)), drill hole EM, and magnetotelluric), trenching and stripping, Landsat remote sensing studies, and roto-sonic drilling from<br> 1993–2004.<br><br> <br> <br>Completed 597 reverse circulation (RC) holes and 217 diamond drill holes (for a total of 49,515 m). The program resulted in the discovery of three significant zones of gold mineralization: the 17 Zone in 1994,<br> the 34 Zone in 1995, and the 433 Zone in 1997. Nuinsco later drilled eight diamond drill holes (1,549 m) in 2004 to test the depth continuity of the 34 Zone. | |||
| 2005–2013 | Rainy River Resources Ltd. (Rainy River Resources) | Acquired the Rainy River Project from Nuinsco in June 2005.<br><br> <br>Work completed included geochemical sampling (mobile metal ion soil, soil gas hydrocarbon orientation), age dating, re-logging of portions of historical core, establishing a GIS database, petrographic studies,<br> airborne geophysical surveys (versatile time domain electromagnetic (VTEM) and Titan), ground geophysical surveys (high-sensitivity potassium magnetometer, gravity and EM), drill hole geophysical surveys (EM, IP, 3D conductivity<br> inversion), core drilling, metallurgical testwork, mineral resource and mineral reserve estimation, and supporting studies (socio-economic scoping study, pit slope design and waste management assessment).<br><br> <br>Discovered the Intrepid Zone situated 1 km east of the proposed open pit and drilled 225 core drill holes (77,969 m) in 2012–June 2013 to define the Intrepid Zone. Several zones of significant gold<br> mineralization defined over a 3.5 km strike length.<br><br> <br>Completed 688,645 m of drilling in 1,407 core holes overall from 2007–2013.<br><br> <br>A preliminary economic assessment, as defined in Canada, was completed in 2011, and updated in 2012. A feasibility study, as defined in Canada, was completed in 2013, and envisaged an open-pit and underground<br> mine and a processing plant with conventional crushing, grinding, and recovery circuits. | |||
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| Year | Operator | Comment | |||
| --- | --- | --- | --- | --- | --- |
| 2007–2013 | Bayfield Ventures Ltd. (Bayfield) | Optioned the Burns Block, a single patented claim located East of the ODM Zone, and extending to the western side of the Intrepid Zone in 2007.<br><br> <br>Completed airborne geophysical survey (VTEM, caesium vapour).<br><br> <br>Completed 102,380 m in 317 core holes from 2012–2013, focusing on eastern extension of the ODM mineralization and western extension of Intrepid Zone. | |||
| 2013–2025 | New Gold | Acquired Rainy River Resources in 2013.<br><br> <br>Completed geochemical sampling (3,235 mobile metal ion soil, 2,439 conventional soil, and 573 rock chips), 5,000 sample Corescan hyperspectral alteration survey, 1,992 sample shortwave infrared (SWIR) spectral alteration survey,<br> geophysical surveys (drone-mounted and magnetic), and 158,380 m of core re-logging. Updated mineral resource and mineral reserve estimates. Completed an updated feasibility study(as defined in Canada) in 2014.<br><br> <br>Acquired Bayfield, which held a 100% interest in six patented mining rights claims and six unpatented claims, covering approximately 11 km^2^, adjacent to<br> the current Rainy River Operations.<br><br> <br>Commenced mine construction in 2015. Commercial production from the open pit was reached in 2017. Underground development started in June 2021, with processing of the first underground ore in September 2022.<br><br> <br>Renewed exploration took place from 2024–2025, including extensive drilling focused within the mine footprint and regional exploration work in the northeast portion of land package, including geological mapping and the collection of<br> 299 grab samples, 17 channel samples, 305 soil samples, and 74 till samples.<br><br> <br>Completed 583,501 meters of diamond and RC drilling | |||
| 2025 | Coeur | Coeur acquired the Rainy River Operations in March 2026 through its acquisition of New Gold | |||
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| 6 | GEOLOGICAL SETTING, MINERALIZATION, AND DEPOSIT |
| --- | --- |
| 6.1 | Deposit Type |
| --- | --- |
The Rainy River deposit is interpreted to be an auriferous volcanogenic massive sulphide (VMS) deposit with a primary synvolcanic source and a secondary syn-tectonic mineralization event that deformed and enriched primary mineralization (Pelletier, 2016; Mercier-Langevin et al., 2015).
VMS mineralization typically occurs within submarine environments at spreading centres where circulating hydrothermal fluids collect, enrich and transport the metals, and precipitate them as massive- to semi-massive sulphide mineralization at or below the seafloor (Franklin et al., 2005). VMS-style mineralization primarily comprises base metal sulphide minerals such as pyrite, chalcopyrite, galena and sphalerite, varying amounts of precious metals (gold and silver), and commonly exhibit zonation of both metals and associated alteration. Mineralization often occurs as semi-massive to massive lenses at or near the seafloor, at times underlain by a network of sulfide stringers. VMS deposits can range in size from tens of metres to multiple kilometres, often occurring in clusters.
| 6.2 | Regional Geology |
|---|
The Rainy River Operations are located within the 2.7 billion years (Ga) old Neoarchean Rainy River Greenstone Belt, which forms part of the Wabigoon Sub-province of the Superior Province (Figure 6‑1).
The Superior Province is the largest geological province of the Canadian Shield and forms the core of the present-day North American continent. It is interpreted to have formed through the successive accretion and docking of multiple terranes (Percival et al., 2006).
The Wabigoon Sub-province is a 900 km long, east–west-trending, lenticular, volcano–plutonic terrane located in the west part of the Superior Province. It is subdivided into two domains, the Eastern Wabigoon and the Western Wabigoon domains, which are separated by the Winnipeg River Terrane (Percival et al., 2006). The Rainy River Operations are located in the Western Wabigoon Domain.
The Western Wabigoon Domain mainly consists of mafic volcanic rocks deposited between ca. 2.74 Ga and 2.72 Ga. They are tholeiitic and calc-alkalic in composition and are interpreted to represent oceanic crust and volcanic arc sequences, respectively (Percival et al. 2006). These rocks were intruded by 2.74 Ga to 2.66 Ga plutonic rocks which include synvolcanic tonalite–diorite–granodiorite batholiths, sanukitoid (high-magnesium) monzodiorite intrusions, and monzogranite batholiths and plutons (Percival et al. 2006). The volcanic and intrusive sequences are overlain by ca. 2.71 Ga to 2.70 Ga volcano–sedimentary sequences, and are locally unconformably overlain by immature clastic sedimentary sequences derived from local granite–greenstone belt rocks.
In the vicinity of the Rainy River deposit, the Wabigoon Sub-province is bounded to the south by the Late-Archean Seine River‒Rainy Lake Fault and the Quetico Fault. The Quetico Fault splays off the sub-province boundary and trends west through the Western Wabigoon Domain.
Regional metamorphic grade of Archean rocks is typically greenschist to lower-middle amphibolite facies, although upper amphibolite facies mineral assemblages locally occur adjacent to batholiths.
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| Figure 6‑1: | Regional Geology Map |
| --- | --- |

Three phases of glaciation are recorded in the far Western Wabigoon–Rainy River area (Barnett 1992). The initial phase of glaciation comprises till of the Labrador Sector of the Laurentide Ice Sheet derived from and deposited directly on Archean basement rocks. As the Labradorean ice sheet retreated, a thick, electrically conductive, barren glaciolacustrine clay and silt horizon originating eastward from glacial Lake Agassiz was deposited. The Keewatin Sector of the Laurentide Ice Sheet then advanced over the area and deposited an argillaceous till of western provenance on top of the clay and silt horizon.
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| 6.3 | Local Geology |
| --- | --- |
| 6.3.1 | Lithological Units |
| --- | --- |
The Rainy River property covers a 50 km long segment of the 70 km long Rainy River Greenstone Belt (refer to Figure 6‑1). In this area, the greenstone belt is bounded by granitic batholiths to the north and to the east, and by the Quetico Fault to the south. In the northeast portion of the Project area, the Rainy River Greenstone Belt is contiguous and merges with the Kakagi–Rowan Lakes Greenstone Belt.
The geology is dominated by tholeiitic mafic volcanic rocks cored by a younger sequence of calc- alkaline felsic volcaniclastic rocks (which host the Rainy River deposit) and by the Off Lake Dyke Complex which represents their intrusive equivalents. The Off Lake Dyke Complex, and other distinctive felsic dikes that cut through the mafic volcanic rocks north of the Rainy River Operations, are interpreted as feeder dikes to the felsic volcanic–intrusive system linked to mineralization. Later post-mineral granitic intrusions also occur and intrude both the mafic and felsic rocks (Figure 6‑2 and Figure 6‑3).
A sequence of metasedimentary rocks bounds the volcanic rocks to the south of the Project area. The southwest part of the Project area is covered by extensive overburden derived from the Labradorean and Keewatin ice sheets. In this area, the bedrock geology is interpreted exclusively from available drilling and geophysical interpretation.
Three major glaciation events impacted the Rainy River area including the initial glaciation associated with the southeast advancement of the Labradorean ice sheet that deposited a layer of stony till directly overlying all bedrock throughout the property (Averill, 2013; Dyke et al., 1989). This till was derived from the underlying bedrock and therefore consisted of glacially-scoured portions of all exposed rock at the time, including clasts of gold-rich mineralization of the Rainy River deposit. As a result of the scouring of the bedrock and advancing of the ice sheet, a greater than 15 km long southwest-oriented dispersal train of anomalous gold grains, auriferous pyrite, and copper-zinc sulfides in till was generated originating from the Rainy River deposit (Averill, 2013).
Following the deposition of the Labradorean bedrock derived till, the Rainy River area was partially flooded by meltwater spreading eastward from glacial Lake Agassiz (Nielsen et al., 1981), and an ice lobe related to the Keewatin ice center west of Hudson Bay that advanced eastward through this lake resulting in the deposition of a thick conductive layer of clay-rich Keewatin till. This till overlies the bedrock-derived Labradorean till, can be >40 m in thickness, and covers the entire southwest portion of the Rainy River tenure, including the mine site area.
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| Figure 6‑2: | Bedrock Geology, Rainy River Deposit Area |
| --- | --- |

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| Figure 6‑3: | Stratigraphic Column, Rainy River Deposit Area |
| --- | --- |

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| 6.3.2 | Structure |
| --- | --- |
The Rainy River Greenstone Belt experienced early thrusting and folding associated with north–south oriented D1 shortening, followed by strike-slip D2 deformation localized along east to east-southeast-trending shear zones and north–northeast-trending shear zones (Siddorn, 2007; Hrabi and Vos, 2010; Rankin, 2013; Pelletier, 2016).
D2 deformation also resulted in a penetrative steep east–southeast- to northeast-striking foliation, which remains the dominant fabric observed throughout the Project area. Late northeast–southwest-oriented D3 compression resulted in broad open folding of the greenstone belt and of pre-existing structures.
Key structural features of the general deposit area are summarized in Table 6‑1.
| 6.3.3 | Mineralization |
|---|
The Rainy River deposit consists of gold-rich VMS mineralization. Gold and silver mineralization are associated with lenticular zones of pyrite–sphalerite ± chalcopyrite and galena stringers and disseminations, hosted in calc-alkaline felsic to mafic volcanic rocks. Host rocks are pervasively sericite, silica, and chlorite altered. Primary VMS-style gold mineralization was later deformed by subsequent tectonic events that folded, transposed, and sheared mineralized lenses into their current geometry.
| 6.4 | Property Geology |
|---|
The Rainy River deposit comprises multiple distinct zones of mineralization and alteration. The mineralized zones can be grouped into the Main Zone (ODM, 17, 433, HS, NW Trend, and Cap Zone), Intrepid Zone, and Other Zones (34 and other zones), which are minor. Previous open-pit mining focused on the ODM, 433, and HS Zones. All of the zones occur within felsic volcanic rocks, apart from the Cap Zone that is hosted in mafic volcanic rocks.
| 6.4.1 | Deposit Dimensions |
|---|
The zone dimensions are summarized in Table 6‑2.
All mineralized lenses plunge moderately to the southwest (aligned with the L2 stretching lineation).
| 6.4.2 | Lithological Units |
|---|
The stratigraphic lithological units are summarized, from north to south, in Table 6‑3, and the intrusive units in Table 6‑4.
In the deposit area, the host volcano–sedimentary rocks are intruded by felsic to ultramafic rocks, and to the east of the deposit by the post-mineralization Black Hawk monzonitic stock.
The local geology was outlined as a schematic stratigraphic column in Figure 6‑3 and is represented in Figure 6‑4 as a plan view, thick slice, through the 3D geological model.
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| Table 6‑1: | Key Structural Features | |
| --- | --- | |
| Deformation/Structure | Note | |
| --- | --- | |
| D1 | The Wabigoon Sub-province collided with and was thrust northerly over the Winnipeg River Sub-province during the Kenoran Orogeny. Within the Rainy River area, this north-directed compression resulted in<br> north-trending upright folds and associated thrusts; it was responsible for juxtaposing older volcanic rocks on top of younger units. D1 folding and<br> thrusting are largely responsible for the current broad-scale distribution of lithological units throughout the Rainy River Greenstone Belt. | |
| D2 | As the orogeny progressed, north-south compression transitioned to northwest-southeast transpression, resulting in belt-scale conjugate east- to east-southeast-trending and northeast-trending sub-vertical strike-slip-dominated<br> shear zones, tight isoclinal folding, east- to northeast-trending penetrative foliation, and a steep southwest- plunging stretching lineation. These structures overprint stratigraphy, mineralization, and D1 structures, and represent the main fabrics observed throughout the Rainy River deposit and property.<br><br> <br>Orogenic-style gold mineralization occurred during this period and was superimposed on pre-existing mineralization. | |
| D3 | The Rainy River greenstone belt was subsequently folded into broad open belt-scale folds with north–northeast trending axial planes. No penetrative foliation is associated with this event, although<br> subvertical brittle-ductile faults and emplacement of coeval late granitic intrusions (Blackhawk Intrusion) were focused along D3 axial planes. | |
| D4 | The final stage of deformation is characterized by the late- to post-tectonic emplacement of northwest-trending Paleoproterozoic diabase dykes and associated brittle faults. | |
| Table 6‑2: | Zone Dimensions | |
| --- | --- | |
| Zone | Sub-Zone | Dimensions |
| --- | --- | --- |
| Main | ODM and 17 | A series of mineralized lenses with individual strike lengths from 50–500 m. Individual lenses occur over a collective strike length of 1,800 m and a true width of approximately 200 m. These lenses<br> have been defined to vertical depths up to 1,200 m, and remain open at depth. |
| 433 | A series of mineralized lenses with individual strike lengths from 50–350 m. Individual lenses occur over a collective strike length of 350 m and a true width of approximately 125 m. These lenses have<br> been defined to vertical depths up to 1,000 m, and remain open at depth. | |
| HS | A series of mineralized lenses with individual strike lengths from 50–550 m. Individual lenses occur over a collective strike length of 750 m and a true width of approximately 150 m. These lenses have<br> been defined to vertical depths up to 1,000 m, and remain open at depth | |
| NW Trend | A series of mineralized lenses with individual strike lengths from 90–450 m. Individual lenses occur over a collective strike length of 1,200 m and a true width of up to 300 m. These lenses have been<br> defined to vertical depths up to 500 m, and remain open at depth. | |
| Cap Zone | A series of mineralized lenses with individual strike lengths from 50–550 m. Individual lenses occur over a collective strike length of 700 m and a true width of up to 150 m. These lenses have been<br> defined to vertical depths up to 800 m, and remain open at depth. | |
| Intrepid | A series of tightly spaced stacked mineralized lenses with a collective strike length of 410 m, and a vertical depth of 720 m. The width of the zone is variable, ranging from 10–60 m. | |
| Other | 34 | Nickel copper sulfide mineralization within discontinuous 5–50 m thick pods occurring over a strike length of 500 m, and a down-dip plunge of 100 m. |
| Beyond the Rainy River deposit, VMS-style mineralization also occurs to the northeast of the mine, within and along the margins of the Off Lake Dyke Complex. In addition, orogenic-style vein and<br> shear-hosted gold mineralization are observed in the north and northeast portion of the property, within the mafic volcanic rocks and adjacent granitic rocks. | ||
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| Table 6‑3: | Stratigraphic Units |
| --- | --- |
| Rock Units | Description |
| --- | --- |
| Mafic volcanic rocks | Bound the felsic volcanic rocks to the north and south. Comprise high-iron and high-magnesium coarse-grained massive lava flows, pillow lava flows, and flow breccias. The southern mafic rock sequence is not as well documented<br> but is interpreted to be analogous to the northern sequence.<br><br> <br>Subordinate dacitic tuff and intrusive quartz–feldspar porphyry dikes and sills are common intrusions. |
| Pyritic sedimentary<br><br> rocks | Overlies the northern mafic package. Consists of pyrite-bearing siliceous to chloritic greywacke units, interpreted to be derived predominantly from intermediate to mafic volcanic rocks. Upper portions<br> of these units are interbedded with quartz-eye dacitic tuff units. |
| Felsic volcanic rocks | Form the main mine host rocks but also occur as an overlying upper felsic sequence. Overlie the pyritic sedimentary rocks. Consist of a complex succession of fine-grained quartz-eye dacite and<br> fine-grained ash tuff units interbedded with subordinate heterolithic volcaniclastic layers, coarse-grained lapilli tuff units, and local sedimentary and exhalative units. A high proportion of what appear to be coarse<br> volcaniclastic rocks may in fact be massive flows or tuff units overprinted by strong anastomosing foliation and sericite alteration. The upper felsic succession is several hundred-meters-thick and extends east and west beyond the<br> deposit area for multiple kilometers. |
| Massive<br><br> <br>intermediate flows<br><br> <br>and other mafic<br><br> <br>volcanic rocks | A series of intermediate to mafic volcanic lava flows immediately overlying the felsic fragmental volcanic rocks; ranging from fine-grained porphyritic quartz dacite to homogenous massive<br> magnetite-bearing mafic volcanic rocks, locally with pillowed mafic flows. |
| Pinewood<br><br> <br>sedimentary rocks | Predominantly composed of greywacke and argillite. The sequence conformably overlies massive mafic volcanic rocks, where a pyritic metal-bearing graphitic unit marks the contact. The upper contact of the<br> succession is interbedded with the upper felsic succession. |
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| Table 6‑4: | Intrusive Units |
| --- | --- |
| Rock Units | Description |
| --- | --- |
| Felsic<br><br> <br>porphyritic<br><br> <br>dikes | Swarms of porphyritic felsic dikes intrude the northern mafic volcanic succession. They range in thickness up to several tens of meters. It has been suggested that these dikes represent the conduits that<br> fed the overlying felsic volcanic rocks that host mineralization. They have been variably interpreted and often described as dacitic tuff units due to their similar composition and appearance within the overlying felsic volcanic<br> succession. Historically, these intrusive units were referred to as the Georgeson/Feeder Porphyries. |
| Ultramafic–<br><br> <br>mafic dikes<br><br> <br>and sills | Ultramafic to mafic dikes and sills cut through the volcanic stratigraphy. These units include dunite, pyroxenite, pyroxene gabbro, and gabbro; they locally can contain significant sulfide mineralization<br> enriched in copper, nickel, gold, and platinum group metals. One such example is the historical 34 Zone which is hosted in a mafic–ultramafic intrusion that crosscuts the ODM and 17 Zones. |
| Black Hawk<br><br> <br>intrusion | A quartz monzonite to granodiorite stock that comprises two phases. An early phase forms the rim of the intrusion, and consists of a weakly foliated, notably magnetic, massive to pegmatitic quartz <br> monzonite with minor granodiorite. A later phase, consisting of equigranular coarse-grained granodiorite, forms the central core of the stock. Associated magnetic aplitic to pegmatitic dikes, compositionally similar to the early<br> phase, intrude the surrounding metavolcanic rocks. This intrusion defines a topographic high to the east of the Rainy River deposit. |
| Proterozoic<br><br> <br>diabase dikes | A northwest-trending and steeply dipping diabase dike crosscuts the entire stratigraphy and mineralized zones in the Rainy River deposit. |
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| Figure 6‑4: | Deposit Geology Map |
| --- | --- |

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| 6.4.3 | Mineralization |
| --- | --- |
| 6.4.3.1 | Main Zone |
| --- | --- |
The Main Zone is the overall term for the mineralized system that includes the ODM, 17, 433, HS, NW Trend, and Cap Zones. A cross-section through this zone is included as Figure 6‑5.
| 6.4.3.2 | ODM and 17 Zones |
|---|
The ODM and 17 Zones form a series of continuous east–west-trending, south-dipping lenticular domains, with the ODME Zone to the west and the 17 Zone to the east. They are hosted within calc-alkaline dacite of the felsic volcanic succession.
Three styles of gold mineralization occur in the ODM and 17 Zones:
| • | Low-grade intervals are characterized by tightly folded pyrite stringers and disseminated pyrite in sericite–quartz–chlorite-altered host rocks; |
|---|---|
| • | Moderate-grade intervals are characterized by tightly folded and foliation-parallel pyrite ± sphalerite stringers, commonly associated with stronger silica and weak garnet alteration; |
| --- | --- |
| • | High-grade gold mineralization is associated with deformed quartz–pyrite–gold veinlets that overprint other styles of mineralization. |
| --- | --- |
| 6.4.3.3 | 433 Zone |
| --- | --- |
The 433 Zone is located approximately 500 m north of the ODM Zone. It is hosted in strongly sericitized calc-alkaline dacite rocks and minor tholeiitic basalts, and forms a cigar-shaped lens that plunges steeply to the southwest.
Gold mineralization is similar to that of the ODM and 17 Zones but with minor differences:
| • | Host rocks are more chlorite altered in 433 Zone in contrast to the ODM and 17 Zones; |
|---|---|
| • | The 433 Zone includes the presence of altered heterolithic conglomerate; |
| --- | --- |
| • | Chalcopyrite and chlorite are locally associated with high-grade quartz–pyrite–gold veinlets. |
| --- | --- |
| 6.4.3.4 | HS Zone |
| --- | --- |
The HS Zone, located between the ODM and 433 Zones, comprises a series of small, discontinuous southwest-plunging and flattened mineralized shoots.
Discontinuous, irregular gold mineralization is hosted within the felsic volcanic rocks and is associated with <2 cm thick sulfide-rich veinlets composed of pyrite and traces of chalcopyrite and iron-poor sphalerite. Veinlets are typically parallel to the main foliation and strongly deformed, showing flattening, folding, and transposition of veins parallel to the main foliation.
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| Figure 6‑5: | Geological Cross-Section, Main Zone |
| --- | --- |

| 6.4.3.5 | NW Trend |
|---|
The NW Trend occurs west of the ODM Zone, and consists of stockworks of discrete centimetre-scale anastomosing and folded quartz and quartz–carbonate veinlets, and sulfide stringers. Mineralization is hosted predominantly in strongly deformed felsic to intermediate volcanic rocks (analogous to the ODM and 17 Zones) and adjacent mafic volcanic flows. The NW Trend is characterized by intense sericitic alteration and much stronger deformation than that in the core of the deposit, with a strong pervasive shear fabric that is locally mylonitic in texture. The veinlets and stringers are variably mineralized with pyrite, iron-poor sphalerite, chalcopyrite, galena, native silver, electrum, and native gold.
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| 6.4.3.6 | Cap Zone |
| --- | --- |
The Cap Zone, located approximately 200 m to the south of the ODM Zone, is hosted in both tholeiitic basalt and calc-alkaline volcanic rocks of the southern mafic volcanic succession.
Typical Cap Zone gold mineralization occurs as sulfide bands, stockwork, and disseminations, with higher-grade gold mineralization associated with deformed quartz–ankerite–pyrite shear and extensional veins. Mineralization is hosted in quartz–ankerite–pyrite-altered mafic volcanic rocks. The Cap Zone has a higher pyrite and chalcopyrite content than the ODM, 17, and 433 Zones.
| 6.4.3.7 | Intrepid Zone |
|---|
The Intrepid Zone is located approximately 800 m east of the ODM and 17 Zones within dacitic tuff and breccia units of the felsic volcanic succession.
Typical Intrepid gold mineralization occurs as sulfide bands, stockwork, and disseminations, with high-grade gold and silver mineralization associated with deformed quartz–pyrite veinlets that overprint other mineralization styles. Iron-poor sphalerite stringers are commonly associated with the high-grade gold mineralization.
A cross-section through the Intrepid Zone is provided as Figure 6‑6.
| 6.4.3.8 | 34 Zone |
|---|
The 34 Zone comprises magmatic nickel–copper sulfide mineralization associated with precious metals (gold, platinum group metals) within a tubular, approximately 100 m thick, pyroxenite gabbro intrusion which crosscuts the ODM and 17 Zones and postdates the main gold-mineralizing event. The host pyroxenite–gabbro intrusion is not metamorphosed but is locally altered to serpentine and talc. Magmatic sulfide textures vary from massive to net-textured to disseminated.
| 6.4.3.9 | Other Zones |
|---|
VMS-style mineralization also occurs to the northeast of the mine, within and along the margins of the Off Lake Dyke Complex. In addition, orogenic-style vein and shear-hosted gold mineralization styles are observed in the north and northeast portion of the regional property, within the mafic volcanic rocks and adjacent granitic rocks. This mineralization is classified as Other Zones.
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| Figure 6‑6: | Geological Cross-Section, Intrepid Zone |
| --- | --- |

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| 7 | EXPLORATION |
| --- | --- |
| 7.1 | Exploration |
| --- | --- |
| 7.1.1 | Grids and Surveys |
| --- | --- |
The control network uses NAD83/UTM Zone 15N (EPSG:26915) for horizontal control and CGVD28 (HT 2) for vertical elevations, producing orthometric heights consistent with Canadian standards and internal survey guidance.
| 7.1.2 | Geological Mapping |
|---|
During the summer of 2025, a targeted mapping program was conducted in the northeastern portion of the land package to evaluate priority exploration areas. The program focused on establishing the geological context and prospectivity of these areas, including the identification of lithology, structure, alteration, and mineralization assemblages.
Outcomes of the mapping program included updated geological interpretation of the northeast portion of the property and identification of priority areas to explore for gold mineralization, including the Off Lake and NE intrusion areas. Various sampling campaigns including channel sampling, conventional soil sampling, and gold-in-till sampling were conducted following the geological mapping.
| 7.1.3 | Mobile Metal Ion Sampling |
|---|
Mobile metal ion (MMI) surveys were completed prior to New Gold taking ownership in 2013; however, information on these surveys is limited.
New Gold completed surveys in 2013, 2014, and 2022. A total of 2,085 samples were collected in 2013, 862 samples collected in 2014, and 288 samples in 2022. The combined programs included various size sampling areas, covering from 3.7 to 7.7 km^2^, comprising 100 m spaced reconnaissance lines with a 25 m sample spacing. The sampling grids targeted prospective satellite mineralization around the actual pit, no substantial mineralization was outlined in these areas.
Sample locations are shown on Figure 7‑1.
| 7.1.4 | Rock Chip, and Conventional Soil and Till Sampling |
|---|
From 2019–2022, 573 rock chip and 2,439 conventional soil samples were collected. Sample locations were shown on Figure 7‑1.
Soil sampling grids were planned based on historic surface and geophysical anomalies. Samples were taken at 50 m intervals along 100 m spaced lines. Soil samples targeted the B horizon and were taken at an average depth of 25–50 cm. Results revealed a single gold anomaly that was followed up with two drill holes; however, drilling did not return significant results.
| Effective Date: December 31, 2025 | Page 7-1 |
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| Figure 7‑1: | Coeur Exploration Program Location Plan |
| --- | --- |

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During the 2025 geology mapping program, 188 grab samples were collected. Results showed that both orogenic vein-style and Rainy River VMS-style mineralization occur in the area. Other grab sample results showed the presence of anomalous gold in the NE intrusion and Off Lake prospect areas.
Following recommendations of the 2025 geological mapping program, a soil sampling campaign was completed in September 2025 over the NE intrusion prospect located in the northernmost part of the property (refer to Figure 7-1). This campaign comprised 580 soils samples targeting the B horizon at 100 m line spacing and 50 m sample spacing over an area of approximately 1 x 1 km. This area included a higher definition grid of 450 x 500 m sampled at 50 m line spacing and 25 m sample spacing. Results from this soil survey supported the presence of a gold anomaly in the area. Further evaluation of the results and additional sampling are required to determine the potential of this target and if drilling is warranted.
In September 2025, 21 grab samples and 17 channel samples were collected from a previously stripped outcrop (Burnell’s showing) in the Off Lake area. Sample results are consistent with VMS style mineralization. Additional work will be performed to define the extent of the mineralized system and to explore for higher-grade mineralization.
In September 2025, a 74 sample surface till program was completed in the Off Lake area (refer to Figure 7-1) to follow up on historic anomalous gold in till sampling and evaluate the exploration potential of the area. Till samples were taken by digging a surface pit and collecting several kilograms of material from the identified till horizon (typically the C horizon). Processing of the tills included separating the heavy minerals and picking out and classifying the gold grains, and multi-element analysis of the fine fractions. Multiple samples yielded anomalous gold in till results Further till sampling is planned identify a potential source of the gold grains.
An additional grab sampling program was conducted north of the mine (refer to Figure 7-1) in September 2025 to test for gold potential and favorable alteration. This program consisted of 90 grab samples collected from exposed bedrock. Results showed low concentration of disseminated sulfides and no gold anomalies. Additional follow up of geochemical results is warranted to assess for subtle alteration.
| 7.1.5 | Short-Wavelength Infrared Alteration Study |
|---|
New Gold completed a 1,992-sample short-wave infrared (SWIR) program in 2015–2016 (see locations in Figure 7‑1). Core samples taken from the top of drill holes within the deposit area were analyzed using oreXpress to identify white mica and chlorite compositions to determine vectors for mineralization.
The program results were inconclusive and suggested that the spectral signature of the rocks was affected by thermal overprinting associated with emplacement of the adjacent Black Hawk stock, and therefore not useful as mineralization vector.
| 7.1.6 | Corescan Hyperspectral Alteration Study |
|---|
This 2016 program consisted of the scanning of approximately 5 km of drill core from the Rainy River deposit and surrounding exploration areas (refer to locations in Figure 7‑1) using the Corescan hyperspectral system provided by SGS Analytical Services.
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Corescan mineral logs and spectral parameters were compared against sample assays, geochemistry, lithology, and magnetic susceptibility logs. Based upon these observations, refinements were made to logging protocols and core was relogged where required.
The Corescan study showed that white micas transition from predominantly phengite peripheral to mineralization zones, to slightly sodic muscovite proximal to mineralization. Chlorite also exhibited a transition from Fe-rich to Mg-rich towards the mineralization core.
| 7.1.7 | Geochemistry Data Review |
|---|
In 2025, a litho-geochemistry and alteration study was completed on all modern and historic multi-element data. The goal of the study was to validate the multi-element data, characterize lithology based upon geochemistry, and determine key geochemical vectors that can be applied to exploration targeting.
Results from the alteration study identified key pathfinder elements, thresholds, and other mineralization vectors that can be applied to determine intensity and proximity to mineralization. The lithogeochemistry study successfully assigned lithologies based upon their geochemistry and demonstrated that many lithologies cannot be differentiated geochemically, and that their ability to host gold mineralization appears tied to secondary features like brecciation and permeability rather than primary composition.
| 7.1.8 | Geophysics |
|---|
High-resolution drone-mounted magnetic surveys were completed by Abitibi Geophysics for New Gold in 2017 and 2018 (refer to locations in Figure 7‑1). A total of 2,041 line-kilometres were flown on 50 m spaced lines over four separate regional targets. The drone surveys improved the understanding of geological framework within target areas, including distribution of lithological units and location of major tectonic features.
In 2024 and 2025 historic geophysical data were reviewed and re-processed to generate updated products for geological interpretation and evaluate methods to image bedrock below vast areas of thick conductive overburden. Key outcomes included Maxwell plate models for priority EM anomalies, and re-inversions of Quantec TITAN-24 surveys in an area of thick conductive overburden revealing spatial correlation between lower MT resistivity features and mineralized domains.
| 7.1.9 | Qualified Person’s Interpretation of the Exploration Information |
|---|
Exploration work performed in the Rainy River land package over the years employed a variety of exploration tools such as geological mapping, prospecting, and various geochemistry and geophysics surveys. The procedures followed for each technique are in accordance with industry standard practices. The compiled data in combination with the most recent geological interpretation are deemed reliable to demonstrate the potential of the current exploration targets and to generate new exploration targets.
| 7.1.10 | Exploration Potential |
|---|
Exploration potential exists within the Rainy River deposit area and surrounding property.
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Within the mine, exploration potential includes the down-plunge extension of multiple mineralized lenses within the Main Zone (refer to
Table 6‑2; ODM, Zone 17, HS, 433), as these zones are all open at depth. Additional in-mine opportunities include testing between known zones for additional mineralization.
Beyond the mine, multiple early-stage prospects occur throughout the Rainy River Greenstone Belt, including VMS-style mineralization in the Off Lake area, soil and till anomalies throughout the property, and EM anomalies southeast of the mine.
| 7.2 | Drilling |
|---|---|
| 7.2.1 | Overview |
| --- | --- |
A total of 2,938 core from surface, 829 core from underground, and 6,062 RC drill holes have been completed in the Project area from 1993 to December 31, 2025. Between 1972 and 1988, other types of drilling such as rota-sonic and RC drilling were performed, but limited information is available about these drilling campaigns. Drilling includes drill holes completed for geotechnical, hydrogeological, metallurgical, condemnation, and exploration purposes. A summary of this drilling is included in Table 7‑1 (property-wide) and Table 7‑2 (drilling used in estimation). Property wide and project area drill collar location maps are shown in Figure 7‑2 and Figure 7‑3, respectively.
Minimal exploration drilling was carried out from 2018 to 2023 as New Gold was focused on construction and production activities. 2024 was the first major drilling campaign at Rainy River since 2017.
The database used for estimation purposes was closed at October 1, 2025.
No drilling from the blastholes and geotechnical programs (if not sampled, otherwise counted as exploration diamond drill holes) supports estimation. Other drilling that is not used includes abandoned holes and grade control RC drill holes that were not sampled.
From 1994–2017, drilling targeted a spacing of 40–60 m to support the estimation and reporting of indicated mineral resources. In addition, a small infill program in 2019 was conducted on the western edge of the ODM Zone at a spacing of 10–15 m. The 1994–2017 surface diamond drilling provides the majority of data included in the resource database used for the 2025 mineral resource estimate.
Core and RC drilling during 2023–2025 were completed on variable spacings. Depending on the objective; a drill spacing of 30–50 m was targeted to support potential conversion of inferred mineral resources to indicated mineral resources, while 80–100 m spacing was targeted for potential inferred mineral resource estimation and testing for down-plunge mineralization extensions.
Starting in 2018, RC drilling was used in combination with blast hole sampling for grade control and ore definition purposes in the open pit. The RC drill holes are typically drilled at 50–60° to a depth of three benches (30 m vertical coverage for 45 m holes), with a target spacing of 10–12 m. These drill holes are included in the resource database and used for statistical analysis and modelling of the resource domains. As the main purpose of this drilling is to support short-term production, these benches have since been mined out.
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Underground delineation drilling started in 2022 in the Intrepid Zone and in 2024 in the Main Zone, targeting a spacing of 15 m. The purpose of underground delineation drilling is to better define the ore contacts for stope placement and design. The delineation drilling data are included in the resource database and used for the estimation of mineral resources.
| Table 7‑1: | Property Drill Summary Table | |||
|---|---|---|---|---|
| Year | Operator | Drill Type | Number of Drill Holes | Meters |
| --- | --- | --- | --- | --- |
| 1972 | INCO | Unknown | 2 | Unknown |
| 1972 | Hudbay | Unknown | 54 | Unknown |
| 1988 | Ontario Geological Survey | Rota-sonic | Unknown | Unknown |
| 1988 | Mingold Resources | RC | Unknown | Unknown |
| 1993–2004 | Nuinsco | RC | 597 | 15,288 |
| Core | 217 | 49,515 | ||
| 2005–2013 | Rainy River Resources | Core | 1,597 | 731,273 |
| 2010–2014 | Bayfield | Core | 317 | 102,380 |
| 2013–2025 | New Gold/Coeur | Core<br><br> <br>Geotechnical | 242 | 13,169 |
| RC<br><br> <br>(Grade control) | 5,335 | 225,028 | ||
| RC<br><br> <br>(Exploration) | 130 | 18,630 | ||
| Core (surface) | 565 | 205,389 | ||
| Core<br><br> <br>(underground, delineation) | 792 | 112,635 | ||
| Core<br><br> <br>(underground, exploration) | 37 | 8,650 | ||
| Total | 9,885 | 1,481,957 | ||
| Effective Date: December 31, 2025 | Page 7-6 | |||
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |||
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| Table 7‑2: | Drill Summary Table Supporting Mineral Resource Estimates | ||
| --- | --- | ||
| Operator | Type | Count | Meters |
| --- | --- | --- | --- |
| Pre-Production | Core (exploration) | 2,247 | 859,719.51 |
| RC (exploration) | 217 | 329.30 | |
| Sub-total | 2,464 | 860,048.81 | |
| Production | Chip | 760 | 4,626.11 |
| Core (exploration) | 184 | 67,779.41 | |
| Core (underground delineation) | 640 | 59,900.63 | |
| Core (underground exploration) | 23 | 4,654.89 | |
| RC (exploration) | 130 | 13,208.00 | |
| RC (grade-control) | 5,263 | 212,677.00 | |
| Sub-total | 7,000 | 364,846.04 | |
| Total | 9,464 | 1,224,894.85 | |
| Effective Date: December 31, 2025 | Page 7-7 | ||
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| Figure 7‑2: | Property Drill Collar Locations |
| --- | --- |

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| Figure 7‑3: | Drill Collar Location Map, Drilling Supporting Estimation |
| --- | --- |

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| 7.2.2 | Drill Methods |
| --- | --- |
Drill contractors were not generally recorded for the pre-New Gold drill programs.
New Gold used Bradley Bros. Ltd, Naicatchewenin Development Corporation in partnership with C3 Drilling, Major Drilling Group International Inc., Rodren Drilling Ltd., Orbit Garant Drilling, and Cyr Drilling.
Approximately 97% of core holes were drilled using NQ (47.6 mm core diameter), 2.75% using HQ (63.5 mm), and 0.25% using PQ (85 mm).
The underground delineation program initiated in 2022 was performed by Boart Longyear. Drilling occurred from both exploration drifts (Intrepid) and from re-muck bays along the development ramps (Intrepid and UG Main). The delineation program consists of BQ drill core (36.5 mm). The delineation drilling data are included in the resource database and used for the estimation of mineral resources.
In 2023–2025, the exploration RC drilling program in the near-mine and mine-adjacent target was performed by FTE Drilling. Due to lower costs, RC drilling was preferred over core drilling when the drill holes would be <200 m in depth, and where available geological information (lithology, alteration, mineralization) was considered sufficient for geological interpretation and modelling purposes. The same drilling contractor, FTE Drilling, was used for all grade control RC drilling programs.
Except for underground delineation drilling, RC and diamond drill holes on the Rainy River site were drilled predominantly on northerly directed azimuths at inclinations of between 50° and 82°.
| 7.2.3 | Logging |
|---|
There is limited logging protocol information for drill programs prior to 2014.
Since 2014, core processing included the collection of core recovery data, magnetic susceptibility, geotechnical data, and geological logging. Core recovery and detailed geotechnical logging protocols include the characterization of rock quality designation (RQD), joint/fracture analysis, material type, and rock strength. Magnetic susceptibility readings were recorded every 3 m.
Geological logging consisted of the collection of lithology, alteration, mineralization, and structural data.
Core was not routinely photographed prior to 2024, although significant intersections and features were periodically photographed. Since 2024, dry and wet pictures of the diamond drill core have been taken systematically and kept as reference.
| 7.2.4 | Recovery |
|---|
Recovery data on cores samples have been collected since 2013. Core recoveries from Coeur/New Gold drill programs vary from 2.33–100%, averaging 99.9%. A total of 301 of the 26,443 intervals in the database have recoveries of <90%.
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| 7.2.5 | Collar Surveys |
| --- | --- |
Prior to 2023, a hand-held global positioning system (GPS) was used to locate and prepare drilling pads in the field. At the completion of each drill hole a differential GPS (DGPS) was used to survey the casing collar. DGPS accuracy was validated using the location of a known control station.
Since 2023, the location of each exploration surface RC and diamond drill hole collar has been positioned and final drill hole collar recorded using a Leica GR30 high precision global navigation satellite system real time kinematic differential global positioning system (GNSS RTK DGPS), along with Leica GS14 receivers in the field. Collar surveying has been under the responsibility of trained geologists or geological technicians.
For underground delineation drilling, the location of each underground drill hole collar is established using a Leica TS16 total station instrument. The collar position is typically recorded at the middle point of the designated collar location, which may be on the ground, walls, or back of the drift, depending on the specific requirements and geometry of the area.
| 7.2.6 | Down Hole Surveys |
|---|
Downhole survey instrumentation for core drilling varies by drill campaign and operator and has included acid tests, Sure Shot, Sperry-SunReflex, EZ-SHOT, gyroscopic tools, and IMDEX Survey Tech Devigyro OX (Overshot Express).
Readings were collected at 3, 5, 6, 12, 30 or 50 m intervals.
To address drill hole deviation in deeper holes in 2011, Rainy River Resources used Tech Directional Drilling to ensure that deeper drill holes intersected planned targets.
A DeviGyro tool was used for all RC downhole surveys from 2023–2025. Multi-shot measurements were taken at every 3 m upon completion of the hole.
| 7.2.7 | Drilling Since Database Close-out Date |
|---|
Since the database close-out, a total of 189 diamond drill holes, comprising 45,927 m, were completed as at December 31, 2025. The breakdown by drilling purpose is summarized below:
| • | Surface diamond drilling for mine expansion: 19 drill holes (14,714 m); |
|---|---|
| • | Surface diamond drilling for near-mine exploration: 19 drill holes (6,915 m); |
| --- | --- |
| • | Underground delineation drilling: 136 drill holes (20,053 m); |
| --- | --- |
| • | Underground exploration drilling: 15 drill holes (4,245 m). |
| --- | --- |
The post–close-out drilling is not expected to have a material impact on the overall average grade. The underground delineation drilling may introduce localized grade variability within the resource model; however, it is not anticipated to be material. Both the underground and surface diamond drilling for mine expansion may have a positive impact by supporting potential upgrades in the mineral resource confidence categories and potentially identifying additional areas of mineralization that could support mineral resource estimates, subject to final validation and modelling. The surface near-mine exploration drilling will have no impact on the current resource estimates.
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| 7.2.8 | Comment on Material Results and Interpretation |
| --- | --- |
Mineralized zones in the Rainy River Operations are generally striking east-west and dipping in average 60º to the south. With most of the drill holes drilled predominantly on northerly directed azimuths at inclinations of between 50° and 82°, it is considered that mineralization has been intercepted as perpendicular as possible. Core recovery is deemed reasonable throughout the deposit.
Drilling and surveying were conducted in accordance with industry standard practices at the time, and provide suitable coverage of the mineralization. The collar and downhole survey methods used provide reliable sample locations. Logging procedures provide consistency in descriptions.
These data are considered to be suitable for mineral resource and mineral reserve estimation. There are no drilling factors known to the QP that could materially impact the accuracy and reliability of the results.
| 7.3 | Hydrogeology |
|---|
The local geology consists of relatively tight metamorphic or granitic bedrock overlain in large areas by thick layers of low-permeability clay, referred to as Pleistocene Aquitard (PA). The bedrock is generally exposed in the ground, while low-lying areas are overlain by clay. Only one aquifer has been identified in the area, consisting of a thin layer of stony till and sand, primarily known as the Whiteshell Till. This layer, located between the clay and bedrock, is called the Pleistocene Lower Granular Deposits (PLGD) (AMEC, 2013). While the PLGD serves as a water source for several local wells, it has minimal influence on maintaining the base flow in the Pinewood River and nearby creeks, which are separated from the aquifer by a layer of clay.
Groundwater is monitored regularly by site personnel using 45 monitoring wells and three vibrating wire piezometer arrays. Groundwater level measurements and field chemical parameters are recorded manually. Continuous groundwater-level measurements using transducers are recorded for 15 monitoring wells, as per permit requirements.
Sampling for groundwater chemistry is conducted three times per year, as required by permit conditions. Water samples are collected by site personnel and sent to ALS Global for chemical tests. All QA/QC requirements are followed to preserve the quality of water samples. Water samples are analyzed for a complete suite of parameters with key parameters including: copper, nickel, lead, arsenic, zinc, total phosphorous, ammonia, and cyanide. The 2024 groundwater quality monitoring results are very similar to 2016 baseline results, indicating minimal change in conditions. Results from neighbouring private wells showed generally good water quality, with occasional exceedances of some parameters which are attributed to natural background conditions. Monitoring wells between the mine facilities and neighbouring private wells indicate no mine influence on neighbouring private wells.
Condition 12(11) of the ECA requires that the Coeur prepare and submit an annual monitoring report for the Groundwater Monitoring Program (i.e., an Annual Groundwater Monitoring Report) to the District Manager annually by March 31 of every year. In 2024, the field pH values observed for the monitoring wells at RRM are above the established pH 6.5 threshold, except for MW14. The pH trends are generally consistent, demonstrating some seasonal variability. Field temperature and conductivity readings were typically consistent, with some anomalous results.
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Rainy River groundwater wells show some limited exceedances of parameters, including; ammonia, sulphate, cobalt, manganese, and phosphorus. These exceedances have not triggered any remedial mitigation measures, and the groundwater monitoring program complies with the Environmental Compliance Approval and Permit to Take Water licenses. The groundwater quality monitoring in 2016 is considered representative of background conditions. The 2024 groundwater quality monitoring showed very similar results to the 2016 monitoring with some exceptions, indicating a minimal change in conditions from baseline.Under the conditions of the Environmental Compliance Approval (ECA) permit, the hydrogeological model (groundwater flow model) is to be updated every three years during mine operations, incorporating measured pumping, flow and water level data. Wood PLC (Wood) provided the first update in 2017. Klohn Crippen Berger developed the 1D and 3D transient groundwater models in 2020 as part of the first regulatory update, and AtkinsRéalis completed the second regulatory update to the 3D model in 2023 (AtkinsRéalis, 2024 ). The updated 3D model was reported to the regulator in March 2024 as part of the annual groundwater monitoring report.
Based on assessments by Klohn Crippen Berger (Klohn Crippen Berger, 2021) and AtkinsRéalis (AtkinsRéalis, 2024), the extent of the zone of influence (ZOI) from the open pit has changed from the previous steady-state model predictions by Wood (2017). Although the 2021 model (Klohn Crippen Berger, 2021) determined that the ZOI would extend further to the west and southeast of the open pit but not to the east and south, the 2024 model update (AtkinsRéalis, 2024) found that the ZOI extends further north, northeast and northwest of the open pit and does not extend to the east and southeast of the open pit. Site-wide groundwater monitoring wells will continue to monitor groundwater levels to validate model predictions and confirm any changes to the predicted drawdown cone resulting from the dewatering of the open pit.
The groundwater monitoring program is sufficient to analyze risk to the groundwater flows and quality, and the up-to-date numerical groundwater model validates the finding of the monitoring program.
Open pit and underground hydrogeology for mine purposes is discussed in Chapter 13.2.2 and Chapter 13.3.2, respectively.
| 7.4 | Geotechnical |
|---|
Geotechnical properties used for open pit and underground design are collected using geotechnical core logging, and face mapping of the walls and development rounds. The rock mass quality is classified using the following scales:
| • | Rock quality designation (RQD); |
|---|---|
| • | Q’, after Barton et al. (1974); |
| --- | --- |
| • | Rock mass rating (RMR89), after Bieniawski (1989); |
| --- | --- |
| • | Unconfined compressive strength (UCS) tests |
| --- | --- |
Median RMR89 values within the mineralized zones range from 73–81. Q’ and RMR89 values are relatively consistent across the mining zones included in the Mineral Reserve estimate. UCS data median ranges from 79-145 megapascals (MPa).
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As development work progresses underground or on surface, geotechnical mapping of the advancing face is carried out on a regular or as required basis by qualified personnel. The quality of the rock mass at the face is rated using the RMR89 and Q’ system rock mass classification systems. Hand samples may be used to visually inspect lithology, alteration, and mineralization in the rock. Significant structures are mapped and incorporated into the 3D geological model, and interpreted faults are included in the development layouts provided to the underground mining personnel. The geotechnical and exploration departments reference the data as needed to determine open pit wall considerations or ground support requirements or when considering mine construction, development, and geological modeling.
In the field within the underground tunnels or open pit excavation, the information is recorded on a digital form and assigned coordinates in 3D when survey information is available. Structure orientations are recorded as dip and dip direction using a surface scanner or compass. At the time of inspection, access and distance to the benches or face depends on equipment and status of the mining process. Thus, measured structures are given a value for accuracy (low-medium-high). Similarly, structures are rated on importance from low to high based on factors like persistence, width, mineralization, orientation (wedge forming), intensity, and rock quality.
Open pit and underground geotechnical data for mine purposes are discussed in Chapter 13.2.1 and Chapter 13.3.1, respectively.
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| 8 | SAMPLE PREPARATION, ANALYSES, AND SECURITY |
| --- | --- |
| 8.1 | Sampling Methods |
| --- | --- |
| 8.1.1 | Reverse Circulation |
| --- | --- |
There is no information on the RC sampling prior to New Gold’s Project ownership.
In the Coeur/New Gold campaigns, RC drill holes were sampled at 2 m intervals. All produced samples are as dry as possible. The RC sample is bagged with a unique sample tag.
| 8.1.2 | Core |
|---|
Sampling varied by operator and campaign.
Drill core was logged and sampled at the Nuinsco core shack in Richardson Township, with sample splitting achieved through both a hydraulic core splitter and diamond core saw. Sampling was performed on 1.5 m intervals in visually-mineralized core. Core that was not considered to be mineralized was not sampled.
Rainy River Resources samples were halved using a core saw, and then rinsed. Half the sample was placed in a bag with one of the tags, the second half remained in the core box with the second tag. Samples in 2005 and 2012–2013 were not selectively sampled, and sample intervals were 1.5 m in length. Those taken in 2006–2011 were only sampled in areas of visual mineralization and sample intervals ranged from 1–1.5 m.
Samples taken during the Bayfield campaigns were selectively sampled. Samples with perceived mineralization were cut by core saw, with samples not exceeding 1.5 m in length. Half of the drill core was placed in a labelled plastic sample bag together with unique sample tag matching the bag label. Samples with no perceived mineralization had no length limit. In those instances, the core was not cut but chipped, with chips collected into a sample bag and labelled in the same way as the cut core samples.
During the New Gold/Coeur campaigns, core was cut in half with a saw. One half of the core was rinsed and placed into a sample bag and the second half was returned to the core box. One sample tag is placed in the sample bag, and a second remains in the core box for reference. Samples were taken on 1.5 m intervals with shorter samples collected at the contact between geological domains.
For the delineation drill holes completed from underground as BQ-size core in 2022–2025, the entire drill core was selectively sampled (not cut in half). Each 1.5 m sample interval was broken with a hammer by the geologist and placed in a plastic bag together with a unique sample tag.
Underground exploration drill holes were core was cut in half with a saw, and sampled on 1.5 m with shorter samples collected at the contact between geological domains. Samples are not selective to mineralized intervals.
| 8.1.3 | Grade Control |
|---|
Grade control sampling is described in Chapter 13.2.5 (open pit) and Chapter 13.3.7 (underground).
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| 8.1.4 | Underground Face |
| --- | --- |
Face sampling occurs after the face is washed and secured, with samples taken from left to right along a line of constant elevation, generally 1.5 m above the floor. Geological contacts (lithology, alteration, mineralization, structures, etc.) are identified and sampling intervals respect these contacts. The length of each sample can vary from 0.5–1.0 m in length and 0.3–0.5 m in width; the weight of the samples must be from 2.5–5.0 kg. Sampling is done with a rock hammer. The rock fragments that are detached from the wall are collected in plastic bags properly identified with correlative numbering tags.
| 8.2 | Sample Security Methods |
|---|
Rainy River Resources, Bayfield, New Gold and Coeur followed similar practices with respect to chain of custody and security protocols for core samples sent to external laboratories. Sample collection from drill point to laboratory relied upon the fact that samples were either always attended to, or stored in the locked on-site preparation facility, or stored in a secure area prior to laboratory shipment. Chain-of-custody procedures consist of sample submittal forms to be sent to the laboratory with sample shipments to ensure that all samples are received by the laboratory.
All the exploration half core and the core that hasn’t been sampled is kept in core racks at the core logging facility. The core racks are numbered, and all core location (hole ID and box numbers) is recorded in an Excel spreadsheet. This includes historical core from Nuinsco, Rainy River Resources and Bayfield, as well as more recent core from the New Gold/Coeur programs.
A small portion of each RC chip sample (2023–2025) is kept as reference in chip trays stored in the basement of the Exploration office located in the same area as the core storage and core logging facilities.
The core logging and core storage facilities area is fenced with two accesses secured with a lock.
No underground delineation core is stored, as the BQ core is not cut in two. The unsampled portions are disposed of at the dump.
| 8.2.1 | Sample Retention |
|---|
Sample retention policies for drilling campaign prior to 2024 are unknown. Since 2024, the exploration samples are sent to an external laboratory: the coarse rejects are kept at the laboratory for a minimum of 60 days and the pulps for a minimum of 90 days. Both the coarse rejects and the pulps are returned to the site by batches, usually once a quarter.
Historical and recent coarse rejects and pulps are stored in sea cans at the core storage facility. The sea can inventory is recorded in an Excel spreadsheet.
| 8.3 | Density Determinations |
|---|
A total of 11,035 density measurements were completed by Accurassay and ALS using pycnometry on pulverized split core samples selected as representative of each modelled geological domain. The density data statistics are provided in Table 8‑1.
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| Table 8‑1: | Density Statistics | |||
| --- | --- | |||
| Grouped Unit | Count | Mean<br><br> <br>(g/cm3) | Median<br><br> <br>(g/cm3) | Co-efficient of Variation |
| --- | --- | --- | --- | --- |
| Clastic sediments | 5 | 2.90 | 2.92 | 0.06 |
| Dacitic flows | 721 | 2.79 | 2.77 | 0.05 |
| Heterolithic dacite tuffs | 2,792 | 2.81 | 2.79 | 0.06 |
| Mafic intrusive rocks | 66 | 2.83 | 2.81 | 0.06 |
| Mafic volcanic rocks | 596 | 2.97 | 2.94 | 0.08 |
| Monolithic dacite tuffs | 6,832 | 2.81 | 2.80 | 0.05 |
| Unfoliated granitic intrusions | 23 | 2.76 | 2.74 | 0.03 |
| Total | 11,035 | 2.82 | 2.80 | 0.05 |
| 8.4 | Analytical and Test Laboratories | |||
| --- | --- |
Numerous laboratories have been used over time by the various operators, and are summarized, where known in Table 8‑2.
From 2005–2017, samples were sent to external assay laboratories. From 2018–2025, RC grade control drilling, underground delineation drilling and chip samples were analyzed at the Rainy River Operation’s internal run-of-mine laboratory. From 2019–2025, samples from the mine expansion, near-mine exploration, and regional exploration programs were sent to an external assay laboratory.
All laboratories that have been used, apart from internal run-of-mine laboratory, were independent of the operator at the time. Samples included in the mineral resource estimation database that were processed at the internal run-of-mine laboratory are infill sample types: in-pit grade control samples from RC drill hole, samples from diamond drill hole completed for the underground infill campaigns, and chip samples from underground faces.
| 8.5 | Sample Preparation |
|---|
Sample preparation methods varied by laboratory over time (Table 8‑3).
| 8.6 | Analysis |
|---|
Analytical methods have also varied, depending on time period and laboratory. Where known, the analytical methods are included in Table 8‑4 (gold) and Table 8‑5 (silver).
| 8.7 | Quality Assurance and Quality Control |
|---|
As with sample preparation and analytical methods, the quality assurance and quality control (QA/QC) programs also varied over time and by operator. Typically, QA/QC programs included insertion of blank, certified or standard reference materials (standards), and duplicate samples.
No QA/QC data are available for the Nuinsco 1994–2004 exploration programs.
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| Table 8‑2: | Sample Preparation and Analytical Laboratories | ||||
| --- | --- | ||||
| Laboratory | Period Used | Purpose | Independent | Accreditation | |
| --- | --- | --- | --- | --- | |
| ALS Thunder Bay | 1994–2017 | Sample preparation | Yes | ISO 9002:1994; ISO<br><br> <br>9001:2000; ISO 9001:2008 | |
| ALS Missisauga | 1994–2004 | Analysis | Yes | ISO 9001:2000 | |
| ALS Vancouver | 2005–2006,<br><br> <br>2010, 2011–2017 | Analysis | Yes | ISO/IEC 17025:2005 | |
| Accurassay,<br><br> <br>Thunder Bay | 2006–2011 | Sample preparation<br><br> <br>and analysis | Yes | ISO 9001:2000; ISO/IEC 17025:2005 | |
| Actlabs, Thunder<br><br> <br>Bay | 2009–2017,<br><br> <br>2019, 2024-2025 | Sample preparation<br><br> <br>and analysis | Yes | ISO/IEC 17025 | |
| TSL Laboratories,<br><br> <br>Saskatoon | 2010 | Sample preparation<br><br> <br>and analysis | Yes | ISO/IEC 17025:2005; CAN-P-<br><br> <br>4E; CAN-P-1579 | |
| Internal mine<br><br> <br>laboratory | 2018–2025 | Sample preparation<br><br> <br>and analysis | No | Not accredited | |
| Table 8‑3: | Sample Preparation Procedures | ||||
| --- | --- | ||||
| Operator | Laboratory/<br><br> <br>Year | Method<br><br> <br>Code | Crush | Split<br><br> <br>(g) | Pulverize |
| --- | --- | --- | --- | --- | --- |
| Nuinsco | ALS<br><br> <br>(1994–2004) | Not known | >60% passing 10 mesh (1.7 mm) | 200–250 | >95% passing 150 mesh (106 µm) |
| Rainy River<br><br> <br>Resources | ALS<br><br> <br>(2005–2006) | PREP-31 | >70% passing 9 mesh (2 mm) | 250 | >85% passing 200 mesh (75 µm) |
| Accurassay<br><br> <br>(2006–2011) | ALP1 | >90% passing 8 mesh (2.36 mm) | 500 | >90% passing 150 mesh (106 µm) | |
| Actlabs<br><br> <br>(2009–2010) | RX1 | >90% passing 10 mesh (2.36 µm) | 250 | >95% passing ~150 mesh (105 µm) | |
| ALS<br><br> <br>(2011–2013) | PREP-31 | >70% passing 9 mesh (2 mm) | 250 | >85% passing 200 mesh (75 µm) | |
| Bayfield | Actlabs<br><br> <br>(2010–2014) | RX1 | >90% passing 10 mesh (2.36 µm) | 250 | >95% passing ~150 mesh (105 µm) |
| TSL<br><br> <br>(2010) | Not known | Not known | Not known | Not known | |
| New Gold | ALS<br><br> <br>(2013–2017) | LOG-21; DRY-21; CRU-32; SPL-22Y; PUL-35n | >90% passing (2 mm) | 1,000 | >90% passing 150 mesh (106 µm) |
| Internal laboratory<br><br> <br>(2018–2025) | N/A | >80% passing 10 mesh (2.36 µm) | 500 | >90% passing 140 mesh (105 µm) | |
| Actlabs<br><br> <br>(2019–2025) | RX1 | >80% passing 10 mesh (2.36 µm) | 250 | >95% passing ~150 mesh (105 µm) | |
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| --- | --- |
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| Table 8‑4: | Analytical Methods, Gold | |||||
| --- | --- | |||||
| Company | Laboratory/<br><br> <br>Year | Method<br><br> <br>Code | Sample<br><br> <br>Size<br><br> <br>(g) | Method | Lower<br><br> <br>Detection Limit | Upper<br><br> <br>Detection Limit |
| --- | --- | --- | --- | --- | --- | --- |
| Nuinsco | ALS<br><br> <br>(1994–2004) | Not known | 30 | FA–ICP | 1 ppb | 1,000 ppb |
| Not known | 30 | FA–gravimetric | 0.03 g/t | no limit | ||
| Rainy River<br><br> <br>Resources (2005–2013) | ALS<br><br> <br>(2005–2006) | Au-AA23 | 30 | FA–AAS | 0.005 ppm | 10.0 ppm |
| Au-GRA21 | 30 | FA–gravimetric | 0.05 ppm | 1,000 ppm | ||
| Accurassay<br><br> <br>(2006–2011) | ALFA1 | 30 | FA–AAS | 5 ppb | 30,000 ppb | |
| ALFA5 | 30 | FA–gravimetric | 2 g/t | 1,000 g/t | ||
| Actlabs<br><br> <br>(2009–2010) | 1A2 | 30 | FA–AAS | 5 ppb | 5,000 ppb | |
| 1A3 | 30 | FA–gravimetric | 0.03 g/t | 10,000 g/t | ||
| ALS (2011–2013) | Au-AA23 | 30 | FA–AAS | 0.005 ppm | 10.0 ppm | |
| Au-GRA21 | 30 | FA–gravimetric | 0.05 ppm | 1,000 ppm | ||
| Bayfield<br><br> <br>(2010–2014) | Actlabs<br><br> <br>(2010–2014) | 1A2 | 30 | FA–AAS | 5 ppb | 5,000 ppb |
| 1A3-30 | 30 | FA–gravimetric | 0.03 g/t | 10,000 g/t | ||
| 1A4-1000 | 1,000 | FA–metallic screen | 0.03 g/t | 10,000 g/t | ||
| TSL<br><br> <br>(2010) | Not known | Not known | Not known | Not known | Not known | |
| New Gold | ALS<br><br> <br>(2013–2017) | Au-AA24 | 50 | FA–AAS | 0.005 ppm | 10.0 ppm |
| Au-GRA22 | 50 | FA–gravimetric | 0.05 ppm | 1,000 ppm | ||
| Actlabs<br><br> <br>(2014–2017 and 2019-2025) | 1A2 | 30 | FA–AAS | 5 ppb | 5,000 ppb | |
| Internal laboratory<br><br> <br>(2018–2025) | Au FA-AA | 30 | FA–AAS | 0.009 ppm | 10 ppm |
Note: FA = fire assay; ICP = inductively coupled plasma; AAS = atomic absorption spectroscopy
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| Table 8‑5: | Analytical Methods, Silver | |||||
| --- | --- | |||||
| Company | Laboratory/<br><br> <br>Year | Method<br><br> <br>Code | Sample<br><br> <br>Size<br><br> <br>(g) | Method | Lower<br><br> <br>Detection<br><br> <br>Limit | Upper<br><br> <br>Detection<br><br> <br>Limit |
| --- | --- | --- | --- | --- | --- | --- |
| Nuinsco | ALS<br><br> <br>(1994–2004) | Not<br><br> <br>known | Not<br><br> <br>known | AR digest with AAS finish | 0.2 ppm | 34 ppm |
| Not<br><br> <br>known | Not<br><br> <br>known | Multi acid digest<br><br> with AAS finish | 17 g/t | 500 g/t | ||
| Not<br><br> <br>known | 30 | FA–gravimetric | 3 g/t | no limit | ||
| Rainy River<br><br> <br>Resources | ALS<br><br> <br>(2005–2006) | ME-ICP41 | 0.5 | AR digest with ICP-AES finish | 0.2 ppm | 100 ppm |
| Ag-OG46 | 0.4 | AR digest with ICP-AES finish | 1 ppm | 1,500 ppm | ||
| Accurassay<br><br> <br>(2006–2011) | ALAR1 | 0.25 | AR digest with AAS finish | 1 ppm | 100 ppm | |
| ALAR2 | Not known | AR digest with AAS finish | 1 ppm | 1,500 ppm | ||
| Actlabs<br><br> <br>(2009–2010) | 1E3 | 0.5 | AR digest with ICP-OES finish | 0.2 ppm | 100 ppm | |
| 1A3-Ag | 30 | FA–gravimetric | 3 g/t | 1,000 g/t | ||
| ALS<br><br> <br>(2011–2012) | ME-MS61 | 0.25 | 4A digest with ICP-MS finish | 0.01 ppm | 100 ppm | |
| Ag-OG62 | 0.4 | 4A digest with ICP-AES finish | 1 ppm | 1,500 ppm | ||
| ALS<br><br> <br>(2012–2013) | ME-ICP41 | 0.5 | AR digest with ICP-AES finish | 0.2 ppm | 100 ppm | |
| Ag-OG46 | 0.4 | AR digest with ICP-AES finish | 1 ppm | 1,500 ppm | ||
| Bayfield | Actlabs<br><br> <br>(2010–2014) | 1E-Ag | 0.5 | AR digest with ICP-OES finish | 0.2 ppm | 100 ppm |
| 1A3-Ag | 30 | FA–gravimetric | 3 g/t | 1,000 g/t | ||
| TSL (2010) | Not<br><br> <br>known | Not known | Not known | Not known | Not known | |
| New Gold | ALS<br><br> <br>(2013–2017) | ME-ICP41 | 0.5 g | AR digest with ICP-AES finish | 0.2 ppm | 100 ppm |
| Ag-OG46 | 0.4 g | AR digest with ICP-AES finish | 1 ppm | 1,500 ppm | ||
| Actlabs<br><br> <br>(2014–2017) | 1E-Ag | 0.5 g | AR digest with ICP-OES finish | 0.2 ppm | 100 ppm | |
| Internal laboratory<br><br> <br>(2018–2024) | AR-MP | 0.1 g | AR digest with ICP-OES finish | 1 ppm | 1,000 ppm | |
| Actlabs<br><br> <br>(2019- 2025) | 1F2 | 0.25 g | 4 acid digest with ICP finish | 0.3 ppm | 100 ppm | |
| 1E3 | 0.5 g | AR digest with ICP-OES finish | 0.2 ppm | 100 ppm | ||
| 8-4-Acid | 30 g | 4 acid digest with ICP-OES finish | 3 ppm | NA |
Note: AR = aqua regia; AAS = atomic absorption spectroscopy; FA = fire assay; ICP = inductively coupled plasma; AES = atomic emission spectroscopy, OES = optical emission spectroscopy;
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| 8.7.1 | Blanks |
| --- | --- |
Insertion rates for blank materials have varied since 2005, ranging from one blank every 30 samples to one blank inserted for every 60 samples.
Bayfield (2010–2014) did not regularly include blank samples in their drill programs.
Programs run by Rainy River Resources from 2005–2011 used coarse blank material sourced locally from the Black Hawk Stock, an intrusive body outcropping on the property. Analyses of this material suggest it is at least locally anomalous with low levels of gold, and it was therefore changed to a marble garden stone from Quali-Grow Garden Products Inc. in 2011.
The use of coarse marble blank was continued by New Gold to 2025, except for a brief interval in 2016, when coarse blank material was once again sourced from the Black Hawk Stock.
A total of ~15% of coarse blank samples from the Black Hawk Stock reported greater than three times the lower detection limit of 0.005 g/t Au. Analyses from Accurassay and ALS yielded similar high percentages of failures, indicating local anomalous gold within the source material.
The coarse marble samples performed notably better, with only 0.7% of these samples reporting above three times the detection limit.
Overall, the blank samples from the Rainy River Resources and New Gold programs indicated acceptable control of contamination.
| 8.7.2 | Standards |
|---|
Gold standards have been used continuously by Rainy River Resources, New Gold and Bayfield since 2005 and comprised, on average, 2.2% of samples submitted to analytical laboratories. Insertion rates varied, but generally fell between one in 20 to one in 30 samples. Insertion of silver standards occurred between 2011 and 2017 for New Gold and in 2010-2011 for Bayfield. Silver standards were reintroduced by New Gold in 2025 during the mine expansion drilling campaign.
Standards were sourced from Rocklabs Ltd. of New Zealand, Canadian Resource Laboratories Ltd. of Canada, Geostats Proprietary Ltd. of Australia, and Ore Research and Exploration Proprietary Ltd. of Australia.
Some instances of sample swaps were noted in the data. Failure rates were typically set at <5%. Some programs did return failures above this limit; however, on review, the occasions on which those standards used were small, and the number of data were insufficient for meaningful statistical analysis. This was particularly true of the Bayfield campaigns, where there were numerous instances of unique standards.
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Overall, the standards performance from the Rainy River Resources and New Gold/Coeur programs is considered acceptable.
| 8.7.3 | Duplicates |
|---|
The number and type of duplicate samples varied over time and by operator. Programs could include insertion of field, coarse, or pulp duplicates.
Rainy River Resources did not regularly submit duplicate samples for analyses before 2010. At that time, they began submitting quarter-core (field duplicates) samples. Rainy River Resources did not routinely analyze pulp duplicates as part of their QA/QC program. However, a suite of pulp duplicates was assayed in 2011 as part of an inter-laboratory check program. No coarse duplicates were analyzed by Rainy River Resources.
Bayfield (2010–2014) did not regularly include duplicate samples in their drill programs
New Gold/Coeur programs included field, coarse, and pulp duplicates. Data review indicated relative paired differences of >20% for field duplicates and around 8% for coarse and pulp duplicates. This is most likely due to the combination of the heterogeneous nature of the Rainy River mineralization, and sampling variance.
| 8.7.4 | Umpire Laboratory Checks |
|---|
Umpire samples were not regularly submitted as part of the QA/QC programs run by Nuinsco, Rainy River Resources, or Bayfield. New Gold regularly submitted such samples, starting in 2014. A subset of samples acquired by Bayfield was sent by New Gold for umpire testing in 2015. No bias has been identified between the original and umpire laboratory results, but variability of results was attributed to natural geological variance in the pulps.
| 8.8 | Database |
|---|
Prior to 2024, core logging data were captured directly onto laptop computers using Datamine’s DHLogger and Maxwell LogChief software. Validation protocols were built into the software to ensure data consistency and minimize data collection errors. LogChief logging data was merged into a central Maxwell Datashed database where further validation was completed. Geological and assay data were transferred directly from the DataShed database into Maptek Vulcan software for three-dimensional (3D) visualization, interpretation, and modelling. The 2022–2024 underground delineation drilling also used LogChief as a validation tool to ensure data consistency.
In 2024 and 2025, exploration core logging data were captured in Mx Deposit (by Seequent), a data management platform that enables users to collect, manage, share, and access drill hole- and point-sample-data in the cloud. The software also has validation protocols to ensure data consistency. Data were regularly exported into .csv files and imported into Leapfrog for visual and data validation. After validation, the data from Mx Deposit were exported to csv format and then imported into Datashed.
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For RC drilling (both exploration and grade control), geological data were captured by the collection of cuttings by the drilling contractor at every 2 m. A selection of each sample was sieved to collect the 4–7 mm fraction in a chip tray. The trays were labelled by interval and hole number and provided to the New Gold geologist. A quick log of the lithology and the alteration for each 2 m interval was completed by the geologist and recorded in an Excel spreadsheet. The data were then imported into the SQL database using Log Chief.
For delineation drilling (2022–2025), core logging data are captured in Excel spreadsheets. The data are then imported into LogChief software and merged into the central Maxwell Datashed database.
| 8.9 | Qualified Person’s Opinion on Sample Preparation, Security, and Analytical Procedures |
|---|
In the opinion of the QP, the sample preparation procedures, analytical methods, QA/QC protocols, and sample security for the samples used in mineral resource estimation are acceptable, were within industry-standard practices at the time the samples were collected, and are acceptable for mineral resource and mineral reserve estimation and mine planning purposes.
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| 9 | DATA VERIFICATION |
| --- | --- |
| 9.1 | Internal Data Verification |
| --- | --- |
Coeur implements a series of routine verification procedures to ensure the reliable collection of data. Checks include:
| • | Comparison of the drill hole collar location data with the digital models of the surface topography and excavation models; |
|---|---|
| • | Comparison of underground drill holes and chip sample lines against the 3D underground developments; |
| --- | --- |
| • | Visual inspection of downhole survey information; |
| --- | --- |
| • | Identification of overlapping samples, missing assay results, unsampled intervals and duplicate records. |
| --- | --- |
| 9.2 | External Data Verification |
| --- | --- |
The pre-2024 exploration QA/QC database was validated by third-party consultants AMC in 2022.
| 9.3 | Data Verification by Qualified Person |
|---|
Mr. Nadeau-Benoit prepared the mineral resource estimate in this Report. He completed site visits during the 2023, 2024 and 2025 drilling campaigns. These site visits included the following verifications:
| • | Drill hole review from the 2024 and 2025 exploration program, from previous exploration campaigns, and from the underground infill drilling campaigns; |
|---|---|
| • | A review of data collection procedures for the exploration and infill data; this included a visit at the RC drill, the diamond drill (for the surface exploration campaign) and review of the chip<br> sampling underground; |
| --- | --- |
| • | A tour of the internal laboratory, the exploration core shack and the mine core shack (for underground infill drill hole logging). |
| --- | --- |
Mr. Nadeau-Benoit discussed (on-site and remotely) the databases and QA/QC results with the database administrator for the assays from the internal laboratory and with the exploration manager for the assays from the external laboratories to ensure the protocols are respected and to review the procedures. He also reviewed the QA/QC database validation completed by AMC.
Mr. Nadeau-Benoit completed a validation of the 2025 database which included cross-validation checks for the 2024 and 2025 exploration drill program (database against certificate of assays received directly from the laboratory). No errors or discrepancies were observed by the Qualified Person in the database.
Validation routines were carried out in Leapfrog, following the import of the databases, and consisted of checking for overlapping samples, missing assay results, unsampled intervals and duplicate records. This validation ensured that all the assay results were properly imported into the databases; it also ensured the proper treatment of wedged holes and their duplicated upper portions (from their respective “mother” hole) in Leapfrog.
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The surface drillhole collars were compared against the LiDAR surface topography and the underground drill holes and chip sample lines were compared against the 3D underground developments. The hole deviations were reviewed in 3D. No errors were observed by the Qualified Person.
Overall, the site visits, discussions and data verification completed by Mr. Nadeau-Benoit demonstrated that data acquisition and protocols are acceptable. There were no limitations placed on Mr. Nadeau-Benoit when verifying data. Based on these verifications, Mr. Nadeau-Benoit is of the opinion that the databases are valid and of sufficient quality to be used for the mineral resource and mineral reserve estimations described in Chapters 11 and 12 of this Report.
Mr. Corey Kamp completed a validation of the mineral resource and reserve surfaces and solids used for surface open pit. Mr. Michael Kontzamanis completed a validation of the mineral resource and reserve underground solids used for underground mining. Based on these verifications, Mr. Corey Kamp and Mr. Michael Kozamanis is of the opinion that the databases are valid and of sufficient quality to be used for the mineral resource and mineral reserve estimations described in Chapters 11 and 12 of this Report.
| 9.4 | Qualified Person’s Opinion on Data Adequacy |
|---|
The process of data verification for the Project was performed by third parties and Coeur personnel, including the QP. The QP reviewed the appropriate reports. The QP considers that a reasonable level of verification has been completed, and that no material issues would have been left unidentified from the programs completed.
The QP is of the opinion that the data verification programs for Project data adequately support the geological interpretations, the analytical and database quality, and therefore support the use of the data in mineral resource and mineral reserve estimation, and in mine planning.
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| 10 | MINERAL PROCESSING AND METALLURGICAL TESTING |
| --- | --- |
| 10.1 | Test Laboratories |
| --- | --- |
The process plant was constructed and commissioned in 2017. The original plant design was informed by metallurgical testwork completed prior to construction, including testwork documented in a feasibility-level technical study completed in 2014. That historical testwork is available to Coeur, and was reviewed in support of the current evaluation.
Subsequent modifications and optimizations to the process plant were based on observed operating performance, results from metallurgical testwork conducted on-site, and supplemental testwork completed at independent metallurgical laboratories. These changes reflect operating experience and were intended to improve recovery, throughput, and overall process performance.
Independent metallurgical testwork was conducted at recognized commercial metallurgical testwork facilities, including SGS Canada Inc., Metso Minerals Canada Ltd., FLSmidth Minerals Ltd., and Orway Mineral Consultants. Numerous laboratories have been used over time by the various operators, and are summarized, where known in Table 10‑1.
Metallurgical testwork programs included mineralogical characterization, comminution testing, gravity separation, flotation, heap leaching, cyanide leaching of flotation concentrates, whole-ore cyanide leaching, carbon activity testing, evaluation of pre-aeration, oxygen and air addition, nitrate addition during leaching, cyanide destruction, rheological testing, environmental testwork, variability testing, and carbon-in-pulp process modelling.
The operation maintains an on-site analytical laboratory that performs routine assays of metallurgical, process and geological samples. An on-site metallurgical laboratory is also used to conduct reagent testing, grind size analysis, and metallurgical characterization of new ore types. These on-site laboratories are operated by Coeur, and are not independent laboratories. The metallurgical testwork described in the following sub-sections is considered appropriate for the level of study and is consistent with industry practice.
| 10.2 | Metallurgical Testwork |
|---|
Metallurgical testwork was completed in progressive stages to support successive technical and economic evaluations. Early programs conducted between 2008 and 2012 included mineralogy, comminution, gravity separation, flotation, and cyanide leaching, supported by a comprehensive variability program informed by geometallurgical modelling. Two processing routes were initially evaluated: flotation with concentrate leaching and whole-ore cyanide leaching. At the initial evaluation stage, flotation with concentrate leaching achieved approximately 88.5% gold recovery at a 150 µm primary grind with concentrate regrinding to 15 µm, while whole-ore leaching achieved approximately 91% gold recovery at a finer 60 µm grind.
As the project advanced, testwork expanded to confirm flowsheet performance for Main Pit and Intrepid Zone ores and to represent anticipated LOM blending using ODM Master, Initial Pit, and Remaining LOM composites. Ore characterization identified key zonal differences, with the Cap Zone exhibiting elevated sulfur and iron and a higher proportion of locked gold, while the Intrepid Zone was distinguished by higher silver grades.
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| Table 10‑1: | Metallurgical, Sample Preparation and Analytical Laboratories | |||
| --- | --- | |||
| Laboratory | Location | Purpose | Independent | Accreditation |
| --- | --- | --- | --- | --- |
| PMC<br><br> <br>Laboratory | Maple Ridge, British Columbia | Assay QA checks, mineralogy and metallurgy | Yes | None |
| ALS<br><br> <br>Global | Thunder Bay, Ontario | Water chemistry and general chemistry analysis, fine carbon cyanide analysis | Yes | ISO 45001:2018<br><br> <br>ISO 14001:2015<br><br> <br>ISO/IEC 17025:2017 |
| Blue Coast<br><br> <br>Research Ltd | Parksville, British Columbia | Project metallurgical and geochemical testing | Yes | N/A |
| Rainy River<br><br> <br>Assay<br><br> <br>Laboratory | Rainy River Site | Internal production assays | No | None |
| New Afton<br><br> <br>Assay<br><br> <br>Laboratory | New Afton Site | General chemistry and scale analysis | No (External Site) | None |
| SGS Canada<br><br> <br>Inc. | Lakefield, Ontario | Mineralogy and metallurgical testing | Yes | ISO/IEC 17025:2017 |
| Activation<br><br> <br>Laboratories | Thunder Bay, Ontario | Mineral analysis | Yes | ISO/IEC 17025:2017<br><br> <br>ISO 9001:2015 |
| ALS Global | Burnaby, British Columbia | Geochemical testing | Yes | ISO 45001:2018<br><br> <br>ISO 14001:2015<br><br> <br>ISO/IEC 17025:2017 |
| FLSmidth<br><br> <br>Minerals Ltd. | Midvale, Utah | Mineralogical and Metallurgical testing and piloting | Yes | ISO/IEC 17025:2017<br><br> <br>ISO 14001:2015<br><br> <br>ISO 9001:2015 |
| Metso Canada<br><br> Inc. | Burlington,<br><br> <br>Ontario | Process Optimization, Metallurgical Testing | Yes | ISO 14001:2015<br><br> <br>ISO 9001:2015<br><br> <br>ISO 45001:2018<br><br> <br>ISO 27001:2022 |
| Orway<br><br> <br>Minerals Consultants | Mississauga, Ontario | Mineral Process Design | Yes | None |
Extensive multi-laboratory comminution testing supported the process design, which adopted conservative 80^th^ percentile parameters, including a crusher work index of 25 kWh/t, a Bond work index of 15 kWh/t. JK drop weight and SMC testwork was completed across all ore zones and used to define zone-specific A×b and ta parameters. These results were composited using the Initial Pit and Remaining LOM blend proportions to generate representative hardness inputs, which were then applied in JKSimMet to estimate SAG mill sizing and energy requirements based on the 80^th^-percentile hardness of the blended ore. These inputs formed the basis for a grinding circuit designed for a cyclone overflow P80 of 75 µm at approximately 21,000 t/d and the selection of 15 MW dual-pinion drives for the SAG and ball mills.
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Gravity recoverable gold was shown to be strongly dependent on ore type and grind size. Knelson gravity recoverable gold testing on an ODM Zone master composite demonstrated that when ground to a P80 of 90 µm, approximately 51% of the contained gold was gravity recoverable. However, because the plant gravity circuit was designed to treat a portion of cyclone feed slurry at a much coarser size of approximately P80 1,000 µm, gravity recoveries under plant conditions are significantly lower. Plant performance reflected this variability, with gravity gold recoveries averaging 21.6%, 14.2%, and 17.0% in 2023, 2024, and 2025 at gold head grades of 0.97 g/t, 0.86 g/t, and 1.06 g/t, respectively. Silver gravity recovery was consistently lower, with plant recoveries of 5.2%, 2.4%, and 4.5% over the same period at head grades of 2.56–2.92 g/t Ag.
Leach gold recoveries increased from approximately 86% at a grind size of 119 µm to approximately 91% at 51 µm, with corresponding total gold recoveries increasing from about 90% to 93%. At the selected design grind size of 75 µm, gold recovery was approximately 90% by leaching and 93% on a total recovery basis. Silver recoveries showed a similar grind size dependence, increasing from about 67% at 119 µm to a peak of approximately 79% at 75 µm.
Following plant start-up in 2017, metallurgical testwork focused on validating and optimizing performance using operating data. An independent audit completed in April 2019 used plant comminution surveys to develop a JKSimMet model for throughput forecasting and grinding circuit evaluation, supported by regression analysis relating gold recovery to feed grade and grind size. Post-start-up carbon management testing demonstrated that acid washing did not materially improve carbon activity, indicating calcium fouling was not a significant constraint. The acid wash circuit was therefore removed from service, reducing reagent costs and carbon attrition.
Subsequent improvements were driven by optimization of the thickening, leaching, and grinding circuits. Flocculant screening programs identified improved reagents and confirmed that poor polymer mixing was the primary cause of high consumption. Installation of a polymer slicing unit in late 2020, combined with flocculant optimization and advanced process control, reduced flocculant consumption. Leach optimization testwork and carbon in pulp (CIP) modelling completed in 2021 confirmed that the leach and CIP circuits were generally near optimal, with gold extractions ranging from approximately 80–90% depending on ore type and no material benefit from finer grinding or increased cyanide addition. A subsequent independent grinding circuit audit in 2023 identified very competent ore, confirmed the ball mill as the primary throughput constraint with circulating loads approaching 500%, and identified opportunities to increase throughput.
In 2025, additional bottle roll leach testing and mineralogical characterization were completed on underground ore from the UG Main, Intrepid, Cap, Zone 17, and 433 Zones to further validate leach performance and link recovery to mineralogy. All zones except the Cap Zone exhibited favourable leach kinetics, with average total recoveries of approximately 91% for gold and 75% for silver and limited improvement beyond 24 hours. The Cap Zone remained the most challenging due to elevated pyrite content of up to approximately 6.9% by weight, fine gold–silver grain sizes below 20 µm, and partially refractory mineralization that would likely require ultrafine grinding or pre-oxidation to materially improve recovery. The UG Main, Zone 17, and 433 Zones showed strong leach response with no material processing risks identified, while the Intrepid Zone exhibited greater variability in kinetics and recovery despite generally coarse, well-liberated electrum.
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| 10.3 | Recovery Estimates |
| --- | --- |
Based on testwork results and operating performance from 2017–2025, grade-recovery formulas were developed to forecast LOM plan gold and silver recoveries.
Predictive recovery formulas for each metallurgical zone are shown in Table 10‑2. Gold recoveries are capped to a maximum of 94%.
The grade-recovery curves are shown in Figure 10‑1 for gold and Figure 10‑2 for silver.
| Table 10‑2: | Forecast Metallurgical Recovery Formulae | |
|---|---|---|
| Commodity | Zone | Formula |
| --- | --- | --- |
| Gold | Non-CAP Zone ore | ![]() |
| Underground ore (excluding Cap Zone) | Gold recovery = ((Au - (0.0937 x Au^0.4223^ − 0.007)) ÷ Au) x 100 | |
| Cap Zone ore | Gold recovery = ((Au - (0.2497 x Au^1.015^ − 0.007)) ÷ Au) x 100 | |
| Silver | Non-Cap Zone ore | Silver recovery = ((Ag – 0.4409 x Ag^0.9285^) ÷ Ag) x 96.6 |
| Cap Zone ore | Silver recovery = ((Ag – 0. 0.3868 x Ag^0.9174^) ÷ Ag) x 96.6 |
Note: Au is the process plant gold head grade in g/t, and Ag is the process plant silver head grade in g/t.
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| Figure 10‑1: | Gold Grade–Recovery Curve |
| --- | --- |

Note: Figure prepared by Coeur, 2026.
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| Figure 10‑2: | Silver Grade–Recovery Curve |
| --- | --- |

Note: Figure prepared by Coeur, 2026.
| 10.4 | Metallurgical Variability |
|---|
Metallurgical variability testwork was completed following selection of the processing flowsheet and establishment of base test criteria to confirm that metallurgical performance is representative of the range of mineralization within the Rainy River deposit. The variability program included 162 comminution samples and 208 cyanide leaching samples from the Main Pit, together with an additional 30 comminution and cyanide leaching samples from the Intrepid Zone. Sample locations, drillhole intervals, and sample mass were selected using a geometallurgical model and supporting statistical analyses developed by SGS, incorporating geographic location, mineralization grade, and mineralization trends to ensure adequate three-dimensional coverage of the orebody.
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All cyanide leach variability tests were conducted under consistent baseline conditions, including a target grind size of P80 75 µm, 30-minute air pre-oxidation, cyanide concentration of 0.5 g/L NaCN, and pH maintained between 10.5 and 11.0. The results demonstrate that most ore zones achieved average total gold recoveries above 80%, with non-Cap Zone material averaging approximately 86% and the Cap Zone averaging approximately 74%. Gold leaching was generally complete by approximately 30 hours, while silver leaching continued beyond 36 hours, supporting the selected leach residence time and flowsheet design.
The lower recoveries observed in the Cap Zone are attributed to higher sulfide content, elevated iron and sulfur levels, finer gold–silver grain size, and partially refractory mineralization, as confirmed by mineralogical characterization. These characteristics are explicitly incorporated into zone-specific recovery models used to estimate mineral resources and mineral reserves. Based on the scope, spatial distribution, and consistency of the comminution and leach variability testwork, metallurgical variability is considered adequately characterized, and no unrecognized metallurgical risks related to deposit variability are expected to materially affect recovery assumptions or projected economic outcomes.
| 10.5 | Deleterious Elements |
|---|
There are no known processing factors or deleterious elements that could have a significant effect on economic extraction.
| 10.6 | Qualified Person’s Opinion on Data Adequacy |
|---|
Testwork programs, both internal and external, continue to be performed to support current operations and potential improvements. Current metallurgical testwork confirms the material to be mined as having a similar response to the grinding, gravity and leaching processes as previously mined ores. Metal recovery assumptions are derived from the past performance of the leaching operation.
The QP reviewed the information compiled by Coeur, as summarized in this Report chapter and performed a review of the reconciliation data available to verify the information used in the LOM plan.
Based on these checks, in the opinion of the QP, the metallurgical testwork results and production data support the estimation of mineral resources and mineral reserves and can be used in the economic analysis.
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| 11 | MINERAL RESOURCE ESTIMATES |
| --- | --- |
| 11.1 | Introduction |
| --- | --- |
The 2025 mineral resource estimate is based on three block models, two block models for the Main Zone (ODM, 17, 433, HS, NW Trend, and Cap) and one block model for the Intrepid Zone. Intrepid is modelled separately because of its distance from the other zones. Mineral resources are estimated for the Main and Intrepid Zones.
There are three separate block models, two block models for the Main Zone (ODM, 17EL, 433, HS, NW Trend, and Cap): one for the open pit portion and one for the underground portion of the Main Zone and, finally, one block model for the Intrepid Zone.
The Main Zone open pit model is estimated at a parent block size of 5 x 5 x 5 m, not rotated, and sub-blocked down to 1.250 x 1.250 x 0.625 m at resource domains boundaries.
The Main underground model is estimated at a parent block size of 8 x 3 x 8 m, rotated at an azimuth of 0˚ and a dip of 34.75˚. The model is sub-blocked down to 1.00 x 0.75 x 1.00 m at resource domains boundaries.
The Intrepid Zone block model is estimated at a parent block size of 3 x 3 x 8 m, rotated at an azimuth of 350˚ and a dip of 30˚. The model is sub-blocked down to 0.75 x 0.75 x 1.00 m at resource domains boundaries.
Software used in estimation included Seequent’s Leapfrog Geo v.2025.1.1 (Leapfrog) with the Leapfrog Edge extension (Edge), Deswik 2025.2 Pseudoflow, and Deswik 2025.2 Stope Optimizer software.
| 11.2 | Database |
|---|
The 2025 estimation database close-out date was October 1, 2025. Drilling used in estimation is summarized in Table 7‑2.
All unsampled intervals in the estimation database were assigned a value of 0.00 g/t Au and 0.00 g/t Ag based on the assumption that these intervals were not sampled because they showed no indication of mineralization.
The database and all resulting models use UTM grid coordinates (NAD 83 datum, Zone 15 North). The database was verified and approved by Rainy River Operations staff and validated by the Qualified Persons.
| 11.3 | Exploratory Data Analysis |
|---|
Both zones were subject to exploratory data analysis methods, which could include histograms, cumulative probability plots, box and whisker plots, and contact analysis. Statistics were compiled and compared for length weighted drill hole intersects, raw assay data, capped assay data, composites, and declustered composites to ensure that the grade distribution and true mean of the system were conserved throughout the different steps of the estimation process.
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| 11.4 | Geological Models and Estimation Domains |
| --- | --- |
A 3D litho-structural model was constructed for the Rainy River deposit, with major layered and intrusive lithological units, shear zones, and brittle faults. Modelled lithological units were used as domains to estimate carbon and sulfur contents, and density. The modelled diabase dikes, considered post-mineralization and therefore barren, was used to clip the resource domains. Blocks inside the dike were assigned a grade of zero gold and zero silver.
Resource domains were generated by manually selecting assays intervals on sectional, plan, and 3D views, and using the “vein tool” in Leapfrog. Various grade thresholds were used to generate the domains and capture different styles of gold mineralization:
| • | Low-grade domains: >0.1 g/t Au for Main and >0.3 g/t Au for Intrepid, capturing the large-scale alteration and mineralization footprint; |
|---|---|
| • | Discrete domains: >0.3 g/t or >0.5 g/t Au for Main Zones, >1.0 g/t Au for Intrepid, capturing the geometry of individual gold-bearing sulfide zones. Their morphology is typically intricate<br> and show signs of deformation including pinching and swelling and local dragging along shear zones. |
| --- | --- |
Figure 11‑1 shows the locations of the major domains.
Sub-domains were locally added to capture higher-grade mineralization within discrete domains; this improved constraints on high-grade gold values and allowed adjustments of estimation parameters. A grade threshold of 1.5 g/t Au was used at Main Zone and 4.0 g/t Au at Intrepid.
Bedrock is overlain by overburden with a thickness ranging from 0 m in the vicinity of the Intrepid Zone and up to 60 m in the area of NW Trend. A LiDAR survey was completed before the mining of the open pit had started. A wireframe solid for the overburden was created using the logged overburden intervals in the drill hole database and the pre-mining LiDAR topo surface. This solid was filled with blocks for the block model estimation and given a fixed grade of 0 g/t for gold and silver and a fixed density of 1.8 g/cm^3^.
An open-pit mining depletion surface was prepared by the mine survey team as of December 31, 2025. Surveyed volumes of underground developments and mined-out stopes were provided by the underground engineering department as of December 31, 2025. These surface and volumes were used to exclude the depleted areas prior to resource pit shells and stope optimizations.
| 11.5 | Domain Codes |
|---|
Resource domain intervals were generated for all drill holes using the “Evaluation” function in Leapfrog. The purpose of the evaluation was to generate drill hole intervals for each intersected domains, assign domain codes (AUDOM), and produce intersect length and extract assay statistics for each of the resource domains.
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| Figure 11‑1: | Inclined View of Resource Domains |
| --- | --- |

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| 11.6 | Density Assignment |
| --- | --- |
The density values were derived using a single pass and using inverse distance weighting to the second power (ID^2^) interpolation. The lithological units in Table 8‑1 were used as estimation domains for density, with hard boundaries.
A minimum of three and maximum of 12 samples were used. Where the number of samples was insufficient to support interpolation, a default value was assigned to the affected domain.
Outlier values above 3.6 g/cm^3^ were capped to that value for the interpolation and the statistics, which are the basis of the chosen default density values, the median for each lithological unit.
| 11.7 | Grade Capping/Outlier Restrictions |
|---|
Two methods for limiting the influence of extreme high-grade outlier assays were used: capping of raw assay data prior to compositing, and use of a high-grade restricted search in the grade estimation process.
| 11.7.1 | Capping |
|---|
A combination of probability plots and histogram and statistical analysis was used to determine the capping value for each domain.
Capping values for gold ranged from no caps applied to 10 g/t Au at the Main Zone, and no caps applied to 35 g/t Au at the Intrepid Zone.
Capping values for silver ranged from no caps applied to 8 g/t Ag at the Main Zone, and no caps applied to 300 g/t Ag at the Intrepid Zone.
| 11.7.2 | Restricted Search |
|---|
A high-grade-restricted search was used on specific domains, for gold, based on reconciliation results, actual grade continuity and comparison with the grade control model (in the open pit). The high-grade-restricted search ellipses represent percentage ratios of the pass search ellipses. Ratios were reduced after each pass to ensure consistency of high-grade-restricted search ellipses size.
Ranges used for the Main Zone were:
| • | Pass 1: none; |
|---|---|
| • | Pass 2: range of 1 g/t Au representing 16% of the search range to 20 g/t Au, representing 90% of the search ranges; |
| --- | --- |
| • | Pass 3: range of 1 g/t Au representing 8% of the search range to 20 g/t Au, representing 45% of the search ranges; |
| --- | --- |
| • | Pass 4: range of 1 g/t Au representing 3.5% of the search range to 20 g/t Au, representing 15% of the search ranges; |
| --- | --- |
Ranges used for the Intrepid Zone were:
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| • | Long-term pass 1: range of 3.5–20 g/t Au representing 75% of the search ranges; |
| --- | --- |
| • | Long-term pass 2: range of 3.5–20 g/t Au representing 37.5% of the search ranges; |
| --- | --- |
| • | Long-term pass 3: range of 3.5–20 g/t Au representing 15% of the search ranges; |
| --- | --- |
| • | Short-term pass 1: none; |
| --- | --- |
| • | Short-term pass 2: range of 3.5–20 g/t Au representing 75% of the search ranges. |
| --- | --- |
| 11.8 | Composites |
| --- | --- |
A composite length of 1.5 m, cut at domain boundaries, is used for underground blocks models (Main and Intrepid Zones).
A composite length of 3.0 m, cut at domain boundaries, is used for the Main Zone open pit model.
Compositing was applied after capping.
| 11.9 | Variography |
|---|
Variogram modelling was completed on a zone-by-zone basis. A variogram model was completed on gold and silver capped composites from a representative domain for each zone. The variogram model was then applied to the other domains of the same zone. These variograms were calculated along the mean dip and dip directions of each selected domain.
The modelled variograms have a nugget with an average of around 30% for gold. The anisotropy is well-defined, with greater continuity oriented down-dip (slightly to the west) within a steep east-west-trending plane. The average interpreted range for the main axis of the spatial models is 60 m for the discrete domains and is 140 m for the low-grade domains.
| 11.10 | Estimation/interpolation Methods |
|---|
Gold and silver grade interpolations were completed on the composited values.
For the Main Zone, grade interpolation was completed using ordinary kriging (OK) in four successive passes. The first search pass used composites from grade-control RC drill holes, chip lines, underground delineation drill holes and exploration drill holes. The second, third, and fourth passes only used composites from the exploration and underground infill drill holes. The first search ellipsoid used a 12.5 x 12.5 x 5 m range. The three subsequent search ellipsoids (second, third, and fourth search passes) used a multiple of the ranges obtained from the variogram fitted models, corresponding to 0.5 times, 1.0 time and 2.5 times the ranges, respectively. The first three estimation passes where limited to two composites per drill hole (or chip lines) while the fourth pass could use more than two composites per drill hole (or chip lines).
For the Intrepid Zone, grade interpolation was first completed using OK in three successive passes. The three passes, referred as the “long-term” passes, used composites from exploration and underground infill drill holes. The first search ellipsoid used a 27.5 x 27.5 x 7.5 m range, the second search ellipsoid used a 55.0 x 55.0 x 15.0 m range, and the third search ellipsoid used a 137.5 x 137.5 x 37.5 m range. Subsequently, in areas where coverage of underground infill drilling and chip sampling is high (defined as being within the “short-term boundary”), grade interpolation was completed using ID^2^ in two successive short passes, referred as the “short-term” passes.
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These passes overprint previously estimated blocks within the short-term boundary. The first search ellipsoid used a 12.5 x 12.5 x 5 m range, and the second search ellipsoid used a 27.5 x 27.5 x 7.5 m range. All the estimation passes were limited to three composites per drill hole (or chip lines).
For both zones, the search ellipsoids (anisotropic search) and variograms were guided by the mid-planes of each domain.
Blocks were estimated using hard boundaries between the different mineralized domains.
Where discrete domains shared a boundary with their own subdomain, semi-soft boundaries of 15 m for the Main Zone deposit and 10 m for the Intrepid deposit were applied between discrete domains and their respective subdomain. For example, for the ODM/17 Zone, composites within the subdomains, up to 15 m away from their boundary, informed blocks within the discrete domains along with the composites within the discrete domains.
Composites within the low-grade domains and composites within discrete domains, up to 15 m away from the boundary for the Main Zone deposit and up to 1 m away from the boundary for the Intrepid deposit, informed blocks within the low-grade domains.
For both deposits, all the subdomains were estimated using hard boundaries.
| 11.11 | Validation |
|---|
The block models were validated using the following methods:
| • | Visual inspection, stepping through 2D sectional views, comparing raw drill assay data, capped assay data and composited assay data against block estimated values; |
|---|---|
| • | Comparison of model statistics to drill assay data; |
| --- | --- |
| • | Swath plots; |
| --- | --- |
| • | Comparison with the grade control model (tonnes and grade). |
| --- | --- |
Wireframe volumes were compared to block model volumes for each domain.
These validation procedures indicate that geology and resource models are acceptable to support mineral resource estimation.
| 11.12 | Confidence Classification of Mineral Resource Estimate |
|---|---|
| 11.12.1 | Mineral Resource Confidence Classification |
| --- | --- |
Criteria for mineral resource confidence classification are summarized in Table 11‑1.
For both the Main Zone and Intrepid models, the classification was manually smoothed by applying outline boundaries in longitudinal view. As such, some inferred blocks contained within the indicated category outline were upgraded to indicated, whereas indicated blocks outside of these outlines were downgraded to the inferred category.
Deswik mine stope optimizer (DSO) software was used to classify each optimized stope based on the dominant resource category for that stope. The resulting optimized stopes classification was then reviewed by the Qualified Persons.
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| 11.12.2 | Uncertainties Considered During Confidence Classification |
| --- | --- |
Other criteria were used to refine classification categories in addition of drill spacing analysis. These include variable uncertainties regarding sampling and drilling methods, data processing and handling, geological modelling, and estimation. The areas with the most uncertainty were assigned to the inferred category, and the areas with fewest uncertainties were classified as measured.
| Table 11‑1: | Confidence Classification Criteria | |
|---|---|---|
| Confidence Classification | Main Zone | Intrepid Zone |
| --- | --- | --- |
| Measured | Defined by blocks estimated by a minimum of three drill holes and interpolated during the first, second and third estimation search pass (up to the full variogram search ranges) and located within a<br> closest distance of <30 m. This is achieved with drill holes at a nominal spacing of approximately 50 m (maximum of 60 m). Blocks must be included within a resource domain and within 15 m of underground development with<br> sampling (chip samples) validated by QA/QC. | Defined by blocks estimated by a minimum of three drill holes, interpolated during the first and second estimation search pass (up to the full variogram search ranges) and located within a closest<br> distance of <20 m. This is achieved with drill holes at a nominal spacing of approximately 40 m. Blocks must be included within the discrete domains (above the 1 g/t Au modelling threshold) and within 15 m of underground<br> development with sampling (chip samples) validated by QA/QC |
| Indicated | Defined by blocks interpolated during the first, second and third estimation search pass (up to the full variogram search ranges) and located within a closest<br> distance of <30 m. This is achieved with drill holes at a nominal spacing of approximately 50 m (maximum of 60 m). Blocks must be included within a resource domain | Defined by blocks estimated by a minimum of three drill holes, interpolated during the first and second estimation search pass (up to the full variogram search ranges) and located within a closest<br> distance of <20 m. This is achieved with drill holes at a nominal spacing of approximately 40 m. Blocks must be included within a resource domain |
| Inferred | Defined as those blocks which do not meet the criteria for measured or indicated mineral resources, but are within a maximum distance of 50 m from a single drill hole (drill spacing of up to 100 m).<br> Blocks must be included within a resource domain | Defined as blocks which do not meet the criteria for measured or indicated mineral resources but are within a maximum distance of 40 m from a single drill hole. Blocks must be included within a<br> resource domain |
| 11.13 | Reasonable Prospects of Economic Extraction | |
| --- | --- | |
| 11.13.1 | Input Assumptions | |
| --- | --- |
For each resource estimate, an initial assessment was undertaken that assessed likely infrastructure, mining, and process plant requirements; mining methods; process recoveries and throughputs; environmental, permitting and social considerations relating to the proposed mining and processing methods, and proposed waste disposal; and technical and economic considerations in support of an assessment of reasonable prospects of economic extraction.
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| 11.13.2 | Mineral Resources Potentially Amenable to Open Pit Mining Methods |
| --- | --- |
Mineral resources are constrained within a pit shell generated using Deswik Pseudoflow pit optimization software (Pseudoflow) that uses the assumptions in Table 11‑2. A cross section and location plan showing the mineral resources exclusive of mineral reserves is provided as Figure 11‑2.
| Table 11‑2: | Constraining Pit Shell Assumptions | |
|---|---|---|
| Parameter | Units | Value |
| --- | --- | --- |
| Gold price | US$/oz | 2,500 |
| Silver price | US$/oz | 30 |
| Exchange rate | C$:US$ | 1.35 |
| Gold selling cost | US$/oz | 4.10 |
| Silver selling cost | US$/oz | 1.00 |
| Royalty | % | 1.4 |
| Gold metallurgical recovery | % | variable |
| Silver metallurgical recovery | % | variable |
| Overburden mining cost | US$/t mined | 3.18 |
| Base mining cost (at 300 m bench) | US$/t mined | 4.38 |
| Incremental mining cost (per 10 m bench) | US$/t mined | 0.025 |
| Processing cost | US$/t processed | 10.40 |
| G&A cost | US$/t processed | 4.49 |
| Total mineralization-related cost | US$/t processed | 14.89 |
| Slope angles | degrees | variable |
| Break-even cut-off grade | g/t AuEq | 0.21 |
| Cut-off grade used for reporting | g/t AuEq | 0.20 |
Note: G&A = general and administrative; AuEq = gold equivalent, see discussion in Chapter 11.13.5.
Metallurgical recoveries are based on the predictive recovery formulas shown in Chapter 10. Overall slope angles vary by litho-structural domain.
Mineral resources are reported using a gold equivalent (AuEq) cut-off, the basis for which is described in Chapter 11.13.5.
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| Figure 11‑2: | Cross Section and Location Plan for Mineral Resources |
| --- | --- |

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| 11.13.3 | Mineral Resources Potentially Amenable to Underground Mining Methods |
| --- | --- |
This estimate is constrained within optimized shapes using Deswik Stope Optimizer (DSO) using the parameters shown in Table 11‑3. A plan and cross-section showing the location of the mineral resources exclusive of mineral reserves is shown above in .Figure 11‑2
The DSO stopes were cut by the mineral resource conceptual pit shell, depletion solids, and underground mineral reserve solids to produce the mineral resource stopes used in the mineral resource estimate. Mineral Resources potentially amenable to underground mining methods are primarily extensions to existing mineral reserve zones at depth and along strike.
Metallurgical recoveries are based on the predictive recovery formulas shown in Chapter 10. Mineral resources are reported using an AuEq cut-off, the basis for which is described in Chapter 11.13.5.
| 11.13.4 | Commodity Price |
|---|
The gold price used in resource estimation is based on analysis of three-year rolling averages, long-term consensus pricing, and benchmarks to pricing used by industry peers over the past year. An explanation of the derivation of the commodity prices is provided in Chapter 16.2.
The estimated timeframe used is the 10-year LOM that supports the mineral reserve estimates. The gold price forecast for the mineral resource estimate is US$2,500/oz.
| 11.13.5 | Cut-off Grades |
|---|
The mineral resources are reported using a cut-off grade of 0.2 g/t AuEq for mineral resources considered potentially amenable to open pit mining methods and 1.24 g/t AuEq for mineral resources considered potentially amenable to underground mining methods.
The following gold-equivalency formulas are used for open-pit and underground mining scenarios:
| • | Open pit gold equivalency in g/t = (Au in g/t) + ((Ag in g/t) ÷ 125); |
|---|---|
| • | Underground gold equivalency in g/t = (Au in g/t) + ((Ag in g/t) ÷ 131.944); |
| --- | --- |
The calculations are based on the following:
| • | Gold price: US$2,500/oz Au; |
|---|---|
| • | Gold recovery: 90% for open pit and 95% for underground; |
| --- | --- |
| • | Silver price: US$30/oz Ag; |
| --- | --- |
| • | Silver recovery: 60% for open pit and underground. |
| --- | --- |
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| --- | --- |
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| Table 11‑3: | Constraining Mineable Shape Assumptions | |
| --- | --- | |
| Parameter | Units | Value |
| --- | --- | --- |
| Gold price | US$/oz | 2,500 |
| Silver price | US$/oz | 30 |
| Exchange rate | C$:US$ | 1.35 |
| Gold selling cost | US$/oz | 4.10 |
| Royalty | % | 6.1 |
| Gold metallurgical recovery | % | variable |
| Silver metallurgical recovery | % | variable |
| Underground mining cost | US$/t mined | 52.49 |
| Surface haul cost | US$/t mined | 2.00 |
| Processing cost | US$/t processed | 11.21 |
| G&A cost | US$/t processed | 10.49 |
| Total ore-related cost | US$/t processed | 76.19 |
| Minimum dip | degrees | 50 |
| Minimum stope width | m | 2 |
| Stope length | m | 2 |
| Stope height | degrees | 25 |
| Dilution | % | 14 |
| Cut-off grade | g/t AuEq | 1.24 |
Note: G&A = general and administrative; AuEq = gold equivalent, see discussion in Chapter 11.13.5.
| 11.13.6 | QP Statement |
|---|
The QP is of the opinion that any issues that arise in relation to relevant technical and economic factors likely to influence the prospect of economic extraction can be resolved with further work. The mineral resource estimates are performed for deposits that are in a well-documented geological setting. Coeur is familiar with the economic parameters required for successful operations in the Rainy River area; and Coeur has a history of being able to obtain and maintain permits, social license and meet environmental standards. There is sufficient time in the 10-year (to 2035) timeframe considered for the commodity price forecast for Coeur to address any issues that may arise, or perform appropriate additional drilling, testwork and engineering studies to mitigate identified issues with the estimates.
| 11.14 | Mineral Resource Statement |
|---|
Mineral resources are reported using the mineral resource definitions set out in S-K 1300, and are reported exclusive of mineral resources converted to mineral reserves. The mineral resources are current as at December 31, 2025. The reference point for the estimate is in situ. Measured, indicated, and inferred mineral resources are summarized in Table 11‑4.
Vincent Nadeau-Benoit P.Geo., Corey Kamp, P.Eng., and Michael Kontzamanis, P.Eng are the Qualified Persons for the estimates. All are Coeur employees.
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| Table 11‑4: | Mineral Resources Statement as at December 31, 2025 | ||||||||
| --- | --- | ||||||||
| Area | Category | Tonnes<br><br> <br>(kt) | Grade | Contained<br><br> <br>Metal | Metallurgical<br><br> <br>Recovery | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Au<br><br> <br>(g/t) | Ag<br><br> <br>(g/t) | Cutoff<br><br> <br>(g/t<br><br> <br>AuEq) | Au<br><br> <br>(koz) | Ag<br><br> <br>(koz) | Au<br><br> <br>(%) | Ag<br><br> <br>(%) | |||
| Open pit | Measured | 19 | 0.87 | 5.21 | 0.20 | 1 | 3 | 90 | 60 |
| Indicated | 41,447 | 0.58 | 2.84 | 0.20 | 767 | 3,782 | 90 | 60 | |
| Subtotal<br><br> <br>measured<br><br> <br>and indicated | 41,465 | 0.58 | 2.84 | 0.20 | 767 | 3,785 | 90 | 60 | |
| Inferred | 987 | 0.52 | 1.24 | 0.20 | 16 | 39 | 90 | 60 | |
| Underground | Measured | 285 | 2.38 | 18.27 | 1.24 | 22 | 167 | 95 | 60 |
| Indicated | 14,951 | 1.75 | 5.22 | 1.24 | 841 | 2,508 | 95 | 60 | |
| Subtotal<br><br> <br>measured<br><br> <br>and indicated | 15,236 | 1.76 | 5.46 | 1.24 | 863 | 2,676 | 95 | 60 | |
| Inferred | 6,542 | 1.91 | 4.58 | 1.24 | 402 | 964 | 95 | 60 | |
| Total open pit<br><br> <br>and<br><br> <br>underground | Measured | 304 | 2.29 | 17.46 | variable | 22 | 171 | variable | variable |
| Indicated | 56,397 | 0.89 | 3.47 | variable | 1,607 | 6,290 | variable | variable | |
| Total<br><br> <br>measured<br><br> <br>and<br><br> <br>indicated | 56,701 | 0.89 | 3.54 | variable | 1,630 | 6,461 | variable | variable | |
| Inferred | 7,529 | 1.73 | 4.14 | variable | 418 | 1,003 | variable | variable |
Notes to accompany mineral resource tables:
| 1. | The mineral resource estimates are current as of December 31, 2025, and are reported using the definitions in Item 1300 of Regulation S–K (17 CFR Part 229) (S-K 1300). |
|---|---|
| 2. | The reference point for the mineral resource estimate is in situ. The Qualified Persons for the estimate are Vincent Nadeau-Benoit P.Geo., Corey Kamp, P.Eng., and Michael Kontzamanis, P.Eng , all<br> Coeur employees. |
| --- | --- |
| 3. | Mineral resources are reported exclusive of the mineral resources converted to mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability. |
| --- | --- |
| 4. | The estimate for the mineral resources considered potentially amenable to open pit mining methods uses the following key input parameters: assumption of conventional open pit mining; gold price of<br> US$2,500/oz Au and silver price of US$30/oz Ag; gold selling cost of US$3.54/oz Au; reported above a gold equivalent cut-off grade of 0.20 g/t AuEq; variable metallurgical recoveries; royalty burden of 1.4%; variable pit slope<br> angles by litho-structural domain; overburden mining cost of US$3.18/t mined, base mining cost at 300 m bench of US$4.38/t mined and incremental mining cost of US$0.025/t mined per 10 m bench; processing cost of US$10.40/t<br> processed, and general and administrative costs of US$4.49/t processed. |
| --- | --- |
| 5. | The estimate for the mineral resources considered potentially amenable to underground mining methods uses the following key input parameters: assumption of an underground mining method applicable to<br> moderate to steeply dipping deposits; gold price of US$2,500/oz Au and silver price of US$30/oz Ag; gold selling cost of US$4.10/oz Au; reported above a gold equivalent cut-off grade of 1.24 g/t AuEq; variable metallurgical<br> recoveries; royalty burden of 1.4%; 14% dilution; underground mining cost of US$52.49/t mined and surface haul costs of US$2/t mined; processing cost of US$11.21/t processed, and general and administrative costs of US$10.49/t<br> processed. |
| --- | --- |
| 6. | The following gold-equivalency formulas are used for open-pit and underground mining scenarios: open pit gold equivalency in g/t = (Au in g/t) + ((Ag in g/t) ÷ 125); underground gold equivalency in<br> g/t = (Au in g/t) + ((Ag in g/t) ÷ 131.94). The calculations are based on the following: gold price: US$2,500/oz Au; gold recovery: 90% for open-pit and 95% for underground; silver price: US$30/oz Ag; silver recovery: 60% for<br> open-pit and underground. |
| --- | --- |
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| 7. | Rounding of tonnes, grades, and troy ounces, as required by reporting guidelines, may result in apparent differences between tonnes, grades, and contained metal contents. |
| --- | --- |
| 11.15 | Uncertainties (Factors) That May Affect the Mineral Resource Estimate |
| --- | --- |
Factors that may affect the mineral resource estimates include:
| • | Metal price and exchange rate assumptions; |
|---|---|
| • | Changes to the assumptions used to generate the gold equivalency cut-off grade; |
| --- | --- |
| • | Changes in local interpretations of mineralization geometry and continuity of mineralized zones; |
| --- | --- |
| • | Changes to geological and mineralization shape and geological and grade continuity assumptions; |
| --- | --- |
| • | Density and domain assignments; |
| --- | --- |
| • | Changes to geotechnical, mining and metallurgical recovery assumptions; |
| --- | --- |
| • | Changes to the input and design parameter assumptions that pertain to the assumptions for the conceptual pit shell constraining the estimates; |
| --- | --- |
| • | Changes to the input and design parameter assumptions that pertain to the assumptions for the mineable shapes constraining the estimates; |
| --- | --- |
| • | Assumptions as to the continued ability to access the site, retain mineral and surface rights titles, maintain environmental and other regulatory permits, and maintain the social license to operate. |
| --- | --- |
There are no other mining, metallurgical, infrastructure, permitting, or other relevant factors known to the Qualified Persons that would materially affect the estimation of mineral resources that are not discussed in this Report.
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| 12 | MINERAL RESERVE ESTIMATES |
| --- | --- |
| 12.1 | Introduction |
| --- | --- |
Mineral reserves are reported for the open-pit and underground mines, both currently in operation, and for the surface stockpiles. Measured and indicated mineral resources were converted to proven and probable mineral reserves, respectively. The mine plans assume both open-pit and underground mining. mineral reserves tonnes and grades are stated at a mill feed reference point, allowing for dilution and mining recovery, and are reported accounting for depletion as of December 31, 2025. Mineral reserves are supported by mine designs, development and production schedules, and cost estimates completed as part of the LOM planning process.
In-pit inferred and unclassified blocks were considered as waste in the open pit mineral reserves estimate and LOM plan.
For the underground mine, inferred mineral resources were not converted to mineral reserves and were excluded from the underground reserve inventory and associated production schedule. As a result, the reported underground mineral reserves reflect only measured and indicated material that satisfies the applicable mining factors and economic criteria.
| 12.2 | Commodity Price |
|---|
The gold price used in mineral reserve estimation is based on analysis of three-year rolling averages, long-term consensus pricing, and benchmarks to pricing used by industry peers over the past year. An explanation of the derivation of the commodity prices is provided in Chapter 16.2. The estimated timeframe used is the 10-year LOM that supports the mineral reserve estimates. The gold price forecast for the mineral reserve estimate is US$2,200/oz and the silver price is US$30/oz..
| 12.3 | Cut-off |
|---|
The mineral reserve estimate was derived from applying AuEq cut-off values to the block models and reporting the resulting tonnes and grades for potentially mineable areas. The following parameters were used to calculate the AuEq cut-off values that determine the mining potentially economic portions of the constrained mineralization.
Cut-off grades of 0.30 g/t AuEq and 1.41 g/t AuEq are applied to open-pit and underground mineral reserves, respectively.
The following gold-equivalency formulas are used for open-pit and underground mining scenarios:
| • | Open pit gold equivalency in g/t = (Au in g/t) + ((Ag in g/t) ÷ 126.92); |
|---|---|
| • | Underground gold equivalency in g/t = (Au in g/t) + ((Ag in g/t) ÷ 133.97); |
| --- | --- |
The calculations are based on the following:
| • | Gold price: US$2,200/oz Au; |
|---|---|
| • | Gold recovery: 90% for open-pit and 95% for underground; |
| --- | --- |
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| • | Silver price: US$26/oz Ag; |
| --- | --- |
| • | Silver recovery: 60% for open-pit and underground. |
| --- | --- |
| 12.4 | Open Pit |
| --- | --- |
| 12.4.1 | Development of Mining Case |
| --- | --- |
Pit optimization was conducted in Pseudoflow using the open-pit reserve block model to determine the optimal economic shape of the open pit and was reported accounting for depletion. Cost parameters were aligned with LOM average estimates. Metallurgical recoveries used in the pit optimization are based on the predictive gold and silver recovery formulas outlined in Chapter 10 and on the geotechnical parameters respect the recommended inter-ramp angles for litho-structural domains. The overall slope angles used in the optimization process accounted for final ramps and geotechnical catch berm requirements.
An economic analysis of the open-pit LOM plan was conducted to confirm that each open-pit phase generates a positive cash flow using the mineral reserves parameters.
| 12.4.2 | Designs |
|---|
The results of the Pseudoflow pit optimization served as the basis for engineered designs of the final pit and pit phases, which included detailed bench and berm designs, operational and geotechnical considerations, and haulage ramps. Pit shell selection for guiding the design of the final Mineral Reserves pit is based on cash-flow analysis at a range of revenue factors, waste and overburden stripping requirements, minimum pushback width, permitting requirements, and the opportunity for in-pit waste storage.
| 12.4.3 | Input Assumptions |
|---|
Input assumptions for the constraining pit shell are summarized in Table 12‑1.
There are three main ore types:
| • | High-grade ore: >0.50 g/t AuEq; |
|---|---|
| • | Medium-grade ore: >0.40 to ≤0.50 g/t AuEq; |
| --- | --- |
| • | Low-grade ore: >0.30 to ≤0.40 g/t AuEq. |
| --- | --- |
The break-even cut-off grade was calculated at 0.24 g/t AuEq. Open-pit mineral reserves are reported at an incremental cut-off grade of 0.30 g/t AuEq. Coeur used a higher cut-off grade than the break-even cut-off grade, in line with historical operating practices.
Low-grade ore is included in the mine plan when excess process plant capacity exists, principally at the end of life of the open pit, to supplement the process plant feed coming from the underground mine and thus can be considered incremental.
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| 12.4.4 | Ore Loss and Dilution |
| --- | --- |
Dilution and mining recovery were considered in the open-pit mineral reserves estimate through regularization of the block model, application of a dilution and ore loss “skin”, and grade capping on a block basis.
| Table 12‑1: | Pit Shell Input Parameters | |
|---|---|---|
| Parameter | Units | Value |
| --- | --- | --- |
| Gold price | US$/oz | 2,200 |
| Silver price | US$/oz | 26 |
| Exchange rate | C$:US$ | 1.35 |
| Gold selling cost | US$/oz | 4.10 |
| Silver selling cost | US$/oz | 1.00 |
| Royalty | % | 1.4 |
| Gold metallurgical recovery | % | variable |
| Silver metallurgical recovery | % | variable |
| Overburden mining cost | US$/t mined | 3.18 |
| Base mining cost (at 300 m bench) | US$/t mined | 4.38 |
| Incremental mining cost (per 10 m bench) | US$/t mined | 0.025 |
| Processing cost | US$/t processed | 10.40 |
| G&A cost | US$/t processed | 4.49 |
| Total ore-related cost | US$/t processed | 14.89 |
| Slope angles | degrees | variable |
| Break-even cut-off grade | g/t AuEq | 0.24 |
| Incremental cut-off grade | g/t AuEq | 0.30 |
Note: G&A = general and administrative; AuEq = gold equivalent
The regularized open-pit mineral reserve model has block dimensions of 10 x 10 x 10 m, representing the dimensions of a selective mining unit (SMU), the smallest volume of material that can be used to determine whether it contains ore or waste. The SMU dimensions were based on the bench height and current loading equipment sizes.
Dilution and ore loss skins were applied to each regularized block using a script in Hexagon’s HxGN MinePlan software. The parameters used in the dilution and ore loss calculations were based on a study undertaken in 2021. A 3.3 m dilution skin was applied to each block, on the sides of the block that were bordered by lower-grade blocks. Dilution was applied at the grades of the adjacent block. On the sides where a block was bordered by a higher- grade block, a 0.2 m ore loss skin was applied.
Regularized and diluted blocks were capped to a maximum gold grade of 3 g/t Au.
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| 12.5 | Underground |
| --- | --- |
| 12.5.1 | Development of Mining Case |
| --- | --- |
Underground mineral reserve estimates are reported from stope shapes generated using Deswik Stope Optimizer (DSO) 2025.2 and from development shapes used to access the stoping horizons. A Modified Avoca mining method is used, which is a longitudinal long-hole open-stoping method commonly used for ore bodies that are moderately to steeply dipping.
A DSO cut-off grade of 1.41 g/t AuEq was used for generating undiluted stope shapes and an incremental cut-off grade of 0.9 g/t AuEq was used for development that must be mined to access higher-grade stopes. Mining recovery and dilution parameters were applied to the resulting stope shapes.
| 12.5.2 | Designs |
|---|
Deswik 2025.2 was used to design mining drifts to access the stoping areas and other mine infrastructure. Stopes were analyzed for inclusion as mineral reserves by analyzing capital and operating costs, considering the development required to enable mining of the designed stopes and other mining infrastructure requirements. After generating the preliminary stopes, any uneconomic stopes or zones were excluded, based on an evaluation of development and mining costs.
Deswik Scheduler 2025.2 was used to generate the development and production schedules.
| 12.5.3 | Input Assumptions |
|---|
Input assumptions for the stope optimizer are summarized in Table 12‑2.
A DSO cut-off grade of 1.41 g/t AuEq was used for reporting the underground mineral reserves, Incremental ore from development shapes are included in mineral reserves with an estimated cut-off grade of 0.90 g/t AuEq. Development material above 0.90 g/t is hauled to the surface run-of-mine (ROM) as ore, and mineralized material below cut-off grade is used as backfill material when backfill sites are available or is delivered to surface as waste.
| 12.5.4 | Ore Loss and Dilution |
|---|
Mineral reserves from underground stoping incorporate both internal and external dilution. Internal dilution consists of sub–cut‑off grade material contained within the designed stope shapes that must be extracted due to geometric and geotechnical constraints. External dilution is applied to production stopes using dilution factors derived from average equivalent linear overbreak and slough assumptions of 0.5 m on the hanging wall and 0.25 m on the footwall.
Dilution grades are assigned based on the average grades estimated from analysis of dilution skins relative to the block model. The dilution and overbreak parameters reflect geotechnical assessments and operational experience from underground mining in the Intrepid zone since 2022.
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Parallel stopes are separated by an 8 m boundary pillar, which is required to maintain geotechnical stability. Sill pillars with a nominal height of 10 m are incorporated at planned intervals to separate mining horizons, control stress redistribution, and provide regional stability. Stopes located below sill pillars are constrained to a maximum width of 6 m to limit induced stress and manage dilution and ground control risks beneath the sill.
A mining recovery factor of 95% is applied to stope tonnes to account for expected losses associated with unblasted material, ore remaining on the stope floor, and rock mechanics limitations. Stope shapes are adjusted (“cut”) against development designs using the Deswik Interactive Scheduler to remove overlapping volumes, and the resulting solids are evaluated against the Mineral Resource model.
| Table 12‑2: | Stope Optimization Input Parameters | |
|---|---|---|
| Parameter | Units | Value |
| --- | --- | --- |
| Gold price | US$/oz | 2,200 |
| Silver price | US$/oz | 26 |
| Exchange rate | C$:US$ | 1.35 |
| Gold selling cost | US$/oz | 4.10 |
| Royalty | % | 6.1 |
| Gold metallurgical recovery | % | variable |
| Silver metallurgical recovery | % | variable |
| Underground mining cost | US$/t mined | 52.49 |
| Surface haul cost | US$/t mined | 2.00 |
| Processing cost | US$/t processed | 11.21 |
| G&A cost | US$/t processed | 10.49 |
| Total ore-related cost | US$/t processed | 76.19 |
| Minimum dip | degrees | 50 |
| Minimum stope width | m | 2.5 |
| Stope length | m | 15 |
| Stope height | m | 25 |
| Minimum pillar between parallel stopes | m | 8 |
| Dilution | % | 14 |
| Deswik stope optimizer cut-off grade | g/t AuEq | 1.41 |
Note: G&A = general and administrative; AuEq = gold equivalent
Development ore incorporates an assumed 15% overbreak at zero grade and a mining recovery of 100%. Development shapes are similarly adjusted for overlaps using the Deswik Interactive Scheduler, and the resulting volumes are interrogated against the mineral resource model.
| 12.6 | Mineral Reserve Statement |
|---|
Mineral reserves were classified using the mineral reserve definitions set out in S-K 1300. The reference point for the mineral reserve estimate is the point of delivery to the mill. Mineral reserves are reported in Table 12‑3, and are current as at December 31, 2025. The Qualified Persons for the estimates are Corey Kamp, P.Eng. and Michael Kontzamanis, P.Eng., both of whom are Coeur employees.
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| Table 12‑3: | Summary of Proven and Probable Mineral Reserves at December 31, 2025 | ||||||||
| --- | --- | ||||||||
| Area | Category | Tonnes (kt) | Grade | Metal | Metallurgical<br><br> <br>Recovery | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Au<br><br> <br>(g/t) | Ag<br><br> <br>(g/t) | Cut-off<br><br> <br>(g/t) | Au (koz) | Ag (koz) | Au<br><br> <br>(%) | Ag<br><br> <br>(%) | |||
| Open pit | Proven | — | — | — | — | — | — | — | — |
| Probable | 17,008 | 0.70 | 2.36 | 0.30 | 382 | 1,289 | 90 | 60 | |
| Sub-total proven<br><br> <br>and probable | 17,008 | 0.70 | 2.36 | 0.30 | 382 | 1,289 | 90 | 60 | |
| Underground | Proven | 123 | 2.29 | 21.46 | 1.41 | 9 | 85 | 95 | 60 |
| Probable | 20,587 | 2.42 | 4.63 | 1.41 | 1,604 | 3,067 | 95 | 60 | |
| Sub-total proven<br><br> <br>and probable | 20,709 | 2.42 | 4.73 | 1.41 | 1,613 | 3,151 | 95 | 60 | |
| Stockpile | Proven | 16,792 | 0.43 | 2.09 | 231 | 1,131 | 90 | 60 | |
| Probable | — | — | — | variable | — | — | — | — | |
| Sub-total proven<br><br> <br>and probable | 16,792 | 0.44 | 2.09 | variable | 231 | 1,131 | 90 | 60 | |
| Totals | Proven | 16,914 | 0.44 | 2.23 | variable | 240 | 1,215 | variable | variable |
| Probable | 37,594 | 1.64 | 3.60 | variable | 1,986 | 4,356 | variable | variable | |
| Total proven<br><br> <br>and probable | 54,508 | 1.27 | 3.18 | variable | 2,226 | 5,571 | variable | variable |
Notes to accompany mineral reserve table:
| 1. | The Mineral Reserve estimates are current as of December 31, 2025, and are reported using the definitions in Item 1300 of Regulation S–K (17 CFR Part 229) (S-K 1300). |
|---|---|
| 2. | The reference point for the mineral reserve estimate is delivery to the mill. The Qualified Persons for the estimate are Corey Kamp, P.Eng. and Michael Kontzamanis, P.Eng., both of whom are Coeur<br> employees. |
| --- | --- |
| 3. | The estimate for the open pit mineral reserves uses the following key input parameters: conventional open pit mining; gold price of US$2,200/oz Au and silver price of US$26/oz Ag; gold selling cost<br> of US$4/oz Au and silver selling cost of US$1/oz Ag; reported above a gold equivalent cut-off grade of 0.30 g/t AuEq; variable metallurgical recoveries; royalty burden of 1.4%; variable pit slope angles by litho-structural<br> domain; overburden mining cost of US$3.18/t mined, base mining cost at 300 m bench of US$4.38/t mined and incremental mining cost of US$0.025/t mined per 10 m bench; processing cost of US$10.40/t processed, and general and<br> administrative costs of US$4.49/t processed. |
| --- | --- |
| 4. | The estimate for the underground mineral reserves uses the following key input parameters: assumption of Underground Modified Avoca mining; gold price of US$2,200/oz Au and silver price of US$26/oz<br> Ag; gold selling cost of US$4.10/oz Au; reported above a gold equivalent cut-off grade of 1.41 g/t AuEq; variable metallurgical recoveries; royalty burden of 6.1%; 14% dilution; underground mining cost of US$52.49/t mined and<br> surface haul costs of US$2/t mined; processing cost of US$11.21/t processed, and general and administrative costs of US$10.49/t processed. |
| --- | --- |
| 5. | The following gold-equivalency formulas are used for open-pit and underground mining scenarios: open pit gold equivalency in g/t = (Au in g/t) + ((Ag in g/t) ÷ 126.92); underground gold equivalency<br> in g/t = (Au in g/t) + ((Ag in g/t) ÷ 133.97). The calculations are based on the following: gold price: US$2,200/oz Au; gold recovery: 90% for open-pit and 95% for underground; silver price: US$26/oz Ag; silver recovery: 60%<br> for open-pit and underground. |
| --- | --- |
| 6. | Rounding of tonnes, grades, and troy ounces, as required by reporting guidelines, may result in apparent differences between tonnes, grades, and contained metal contents. |
| --- | --- |
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| 12.7 | Uncertainties (Factors) That May Affect the Mineral Reserve Estimate |
| --- | --- |
Factors that may affect the mineral reserve estimates include:
| • | Changes to the long-term gold and silver prices and exchange rate assumptions; |
|---|---|
| • | Changes to the parameters used to derive the open-pit and underground mine designs and determine the cut-off grades; |
| --- | --- |
| • | Changes to geotechnical and hydrogeological assumptions, including open-pit slope stability and underground stope and pillar stability; |
| --- | --- |
| • | Changes to mining recovery and dilution estimates; |
| --- | --- |
| • | Changes to metallurgical recovery assumptions; |
| --- | --- |
| • | Changes to inputs to capital and operating cost estimates. |
| --- | --- |
| • | Continued ability to access the site, retain mineral and surface rights titles, maintain environmental and other regulatory permits, and maintain the social license to operate. |
| --- | --- |
There are no other mining, metallurgical, infrastructure, permitting, or other relevant factors known to the Qualified Persons that would materially affect the estimation of mineral reserves that are not discussed in this Report.
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| 13 | MINING METHODS |
| --- | --- |
| 13.1 | Introduction |
| --- | --- |
Open-pit mining uses a conventional truck-and-shovel mining method. Pit phases 1, 2, and 3 are mined out. There are three remaining phases: Phase 4, Phase 5, and NWT.
The operations transitioned into a combined open-pit and underground mine in June 2022, with underground production commencing from the Intrepid deposit. The underground mine is divided into eight mining zones. The Intrepid zone and the remaining zones—ODM Main, ODM East, ODM West, ODM Lower, 433, 17 East, and Cap—are located beneath the open pit and are collectively referred to as Underground Main. The underground operation uses a Modified Avoca mining method, a longitudinal long‑hole open stoping technique appropriate for moderately- to steeply-dipping orebodies.
Intrepid zone has been in production since 2022. Development connecting the Intrepid zone to the Underground Main area commenced in 2023. Initial stope production from ODM East and 17 East began in 2025, marking the start of production from the Underground Main area.
Figure 13‑1 is a final mine layout plan showing the locations of the mineral reserves and mining zones.
| 13.2 | Open Pit |
|---|---|
| 13.2.1 | Geotechnical Considerations |
| --- | --- |
Bedrock in the area of the Rainy River open pit is covered by overburden. The overburden is comprised mostly of clay deposits, except for the sandy basal till of the Whiteshell Formation which directly overlays bedrock. Overburden thickness is variable, ranging from 2 to 42 m, with an average thickness of approximately 20 m in the area of the Phase 5 pushback. Overburden stripping is complete for Phase 4.
Overburden design parameters and operational procedures have evolved with the experience gained at the operations since 2016, resulting in designs that meet or exceed slope stability criteria to maintain a stable slope. The clay deposits have design excavation slopes that vary between 4:1 to 8:1 (horizontal : vertical) and the Whiteshell Formation layer has a constant design excavation slope of 3:1. Phase 5 overburden slopes are designed with a 4:1 slope and are buttressed with rockfill; this has been successfully demonstrated in other areas. Mining of the Phase 5 overburden is mostly planned for the winter months, when conditions are more favorable. Part of the Phase 5 overburden clay is planned to be used for progressive reclamation of the mine rock stockpiles.
Open-pit geotechnical design parameters were based on a slope stability assessment and a design update conducted by SRK in December 2021. Since then, SRK has performed annual site visits to monitor performance and support refinements to the design as needed. Phase 5 geotechnical design parameters were based on an extension of the 2021 litho-structural domains conducted by Coeur and were informed by additional rock mass data gathered from the excavated Phase 4 rock slopes. This dataset included digital and visual mapping of exposed pit walls and oriented drill hole data. The design parameters are summarized in Table 13‑1.
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| Figure 13‑1: | Cross Section and Plan Showing Mineral Reserves and Mining Zones |
| --- | --- |

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| Table 13‑1: | Geotechnical Pit Design Parameters | ||||||
| --- | --- | ||||||
| Domain | Bench | Bench Face<br><br> <br>Angle<br><br> <br>(°) | Bench<br><br> <br>Height<br><br> <br>(m) | Berm<br><br> <br>Width<br><br> <br>(m) | Inter-Ramp<br><br> <br>Angle<br><br> <br>(°) | Overall Slope<br><br> <br>Angle<br><br> <br>(°) | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| From | To | ||||||
| D1_IMV | 270 | 300 | 70 | 30 | 19.0 | 45 | 43 |
| 300 | 350 | 70 | 30 | 13.0 | 51 | 48 | |
| 350 | 90 | 70 | 20 | 10.5 | 48 | 44 | |
| D1_Mafic | 270 | 300 | 70 | 30 | 19.0 | 45 | 43 |
| 300 | 350 | 70 | 30 | 13.0 | 51 | 48 | |
| D2 | 80 | 130 | 75 | 30 | 13.5 | 54 | 51 |
| 130 | 150 | 70 | 30 | 17.0 | 47 | 45 | |
| 160 | 230 | 62 | 20 | 9.5 | 47 | 43 | |
| 230 | 330 | 70 | 30 | 13.0 | 51 | 48 | |
| 330 | 30 | 70 | 30 | 10.5 | 54 | 50 | |
| D3_Foliated | 90 | 130 | 75 | 30 | 15.0 | 52 | 49 |
| 130 | 160 | 70 | 30 | 15.0 | 49 | 46 | |
| 160 | 230 | 62 | 20 | 11.5 | 44 | 41 | |
| 160 | 230 | 50 | 10 | 5.0 | 37 | 33 | |
| 230 | 250 | 70 | 30 | 17.0 | 47 | 45 | |
| 250 | 330 | 70 | 30 | 13.0 | 51 | 48 | |
| D3_Blocky | 250 | 330 | 70 | 30 | 13.0 | 51 | 48 |
| 330 | 30 | 70 | 30 | 10.5 | 54 | 50 | |
| 30 | 110 | 70 | 30 | 12.5 | 52 | 48 | |
| D4 | 160 | 210 | 62 | 20 | 10.5 | 45 | 42 |
| 160 | 210 | 50 | 10 | 5.0 | 37 | 33 | |
| 200 | 240 | 65 | 10 | 6.5 | 42 | 38 | |
| 240 | 270 | 70 | 30 | 12.5 | 52 | 48 |
Blast monitoring is undertaken to assess potential adjustments that could enhance blast performance and safety. Ground reinforcement is applied in targeted areas identified by the site geotechnical team. The ground support installations are carried out following scaling procedures, geotechnical inspections, and radar monitoring conducted after pit blasts. Reinforcement methods include the installation of cable bolts, self-drilling rebar anchors, and mesh draping. To mitigate rockfall risks, energy-absorption fencing was installed above the pit portal and can be selectively used as a permanent or temporary control measure.
Open-pit stability is routinely monitored to continually assess the performance of the slopes and ensure safe operations. Geotechnical instrumentation, including slope inclinometers and vibrating wire piezometers, is used to monitor the stability of the overburden slopes.
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| 13.2.2 | Hydrogeology Considerations |
| --- | --- |
The current open-pit dewatering system includes pumps, sumps, pipes, overburden dewatering wells, and staging tanks that remove water from the open pit and the surrounding area. Water contained below the north lobe in-pit ramp will be pumped out prior to underground stoping activities as these may influence the crown pillar at the bottom of the pit. Water diversion ditches are developed around the open pit limit to minimize surface inflow into the pit. The current dewatering system will continue to be expanded as the mine develops, focusing on maintaining a dry working area for the open-pit, surface, and underground operations. Pore water pressure sensors are installed strategically around the pit walls to monitor the hydraulic conditions that relate to the geotechnical stability of the pit and its benches.
| 13.2.3 | Operations |
|---|
After the removal of overburden, rock is mined in a series of horizontal benches accessed by haulage ramps. The mining sequence involves drilling, blasting, loading, and hauling. Ore is hauled either directly to the primary crusher, to the ROM pad, or to one of several ore stockpiles on surface, depending on ore type and grade.
Waste rock is hauled to waste rock storage facilities (WRSFs) either the west mine rock stockpile, east mine rock stockpile , or an in-pit mine rock stockpile, depending on the haulage distance and whether the rock is classified as non-acid generating (NAG) or potentially acid generating (PAG). Mine waste rock can also be used for construction of raises to tailings management facility (TMA).
Open-pit mine designs are based on Pseudoflow pit optimization shells. The design also accounts for pit phase transitions, access to underground mining, and considers the location of the primary crusher, ore stockpiles, and WRSFs.
The final pit will measure approximately 2.5 km long (from west to east) and will be 1.7 km wide (from north to south), and reach a maximum of 350 m in depth.
Open-pit benches are accessed via haulage ramps, which facilitate movement of ore and waste to the surface using 220 t capacity mine haul trucks. Access ramps are designed at a nominal width of 33 m and a maximum gradient of 10%, except for the lower benches, where ramp widths were reduced to accommodate one-way traffic (20 m wide) and a gradient of 12%. Additionally, a backfill ramp has been constructed in the depleted north lobe of the pit using waste rock from Phase 4. This backfill ramp provides a second access and haulage route out of the pit. Phase 5 of the open pit will use a pre-existing access from the current Phase 4 design.
For Phase 4, overburden stripping is complete and waste rock stripping is well advanced. Approximately 4.2 Mt of mineral reserves remain in Phase 4 at an average waste-to-ore strip ratio of 0.22:1. A fill ramp is planned at the bottom of Phase 4 to maximize mining recovery from the lower benches. Mining of Phase 4 is expected to be completed in 2026.
Phase 5 is a pushback on the West side of the existing pit. Stripping began in 2025, and the ore is planned to be mined mostly in 2026 and 2027. Phase 5 is expected to be completed in 2027. The design parameters for Phase 5 remain relatively consistent with those of Phase 4, as the rock mass exhibits similar geotechnical characteristics. Phase 5 provides an additional 6.3 Mt of mineral reserves at an average strip ratio of 4.84:1, including overburden.
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The NW Trend Pit is located within the west mine rock stockpile and incorporates the mining of some previously-placed overburden from earlier open pit phases. Stripping is scheduled to begin in 2027, with overburden removal expected to be completed by late 2028. The phase contributes approximately 6.5 Mt of additional mineral reserves at an average strip ratio of 9.05:1. Ore release is planned for 2028 and 2029, with mining of the NW Trend Pit projected to conclude by the end of 2029.
A map showing the final pit outline is provided in Figure 13‑2.
| 13.2.4 | Blasting and Explosives |
|---|
Drilling and blasting is carried out using two primary production drill types: Sandvik DI650i drills and D75KX drills. The DI650i drills are used for 6.75‑inch (17 cm) production and trim holes, as well as 5.5 inch (14 cm) pre-shear holes, while the D75KX drills are used for 8.5‑inch (21.6 cm) production holes. The D75KX fleet is used for most production blasting, while the DI650i drills are mainly used for wall control applications.
Wall control includes both trim and pre-shear blasting. Trim shots are drilled on 4.2 x 4.9 m patterns with buffer holes along the final wall at 4.0 x 4.5 m spacing. Trim shots are blasted last and fully free-faced to maintain wall stability. Pre-shear holes are 5.5 inches (14 cm) in diameter and spaced 1.6–1.8 m apart, drilled at an angle corresponding to the designed pit slope based on the geotechnical domain.
Production blast patterns vary by material type. Using D75KX drills, waste is typically drilled on 5.6 x 6.4 m patterns, and ore is drilled on 4.8 x 5.5 m. If DI650i drills are used for production, the corresponding pattern dimensions tighten to 3.9 x 4.5 m in ore and 4.8 x 5.5 m in waste.
Blasting activities are carried out by contractors. The site uses SME1000 site‑mixed emulsion, with typical loading of 298 kg per 8.5‑inch (21.6 cm) hole, 201 kg per 6.75‑inch (17 cm) hole, and 178 kg per buffer hole. Stemming depths are 4.0 m for 8.5‑inch (21.6 cm) holes and 3.5 m for 6.75‑inch (17 cm) holes. Pre-shear rows are loaded with Dyno Split. Electronic detonators are used for all production and wall control shots.
| 13.2.5 | Grade Control and Production Monitoring |
|---|
Open pit grade control uses blast hole assay data as the primary source for modeling. RC drilling has been used in the past and is planned for future operations. RC drill sample results are prioritized over the blast hole samples when used.
Several studies have been conducted for blast hole sampling. The current practice is to produce two vertical cuts (v-cuts) through the blast hole piles producing a cross section that represents the top to the bottom of a blast hole. A slice is taken from both v-cuts. This produces a balance between providing the required samples for a confident grade control model and the needs of production. These blast hole samples are processed at the internal mine laboratory with 5% being sent to an off-site laboratory for quality assurance. These assays are brought into a database and run through MineSight modeling software to produce a 10 x 10 m model, which is used to design the mining shapes.
When RC drilling is conducted the first sample is a 1 m sample, followed by 2 m samples. These samples are put into 5 m composites and run through a MineSight modeling software. This model is then transferred into the main grade control model resulting in blend of blast hole assay data (priority 2) and RC assay data (priority 1).
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| Figure 13‑2: | Open Pit Overview |
| --- | --- |

Note: Figure prepared by Coeur, 2026.
Once the MineSight software has modelled the assay data, shapes are created for mining. These shapes are designed factoring in many aspects of the deposit limitations and operation needs to ensure mine ability and economics. After the blocks have been created they are monitored on a daily basis, both for tonnage and grade. A fleet control system is used to track tonnes and grades extracted from the block and delivered either to the crusher or stockpiles. As material is fed through the crusher, the performance of the head grade is tracked against what is expected to monitor the effectiveness of the grade control model. This is further examined on a monthly basis through the open pit monthly reconciliation.
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| 13.2.6 | Equipment |
| --- | --- |
Production drilling is conducted using a fleet of diesel powered Sandvik down-the-hole drills, consisting of two D75KX units and four DI650i units. The DI650i drills are primarily used for wall control and for pioneering work at the overburden–bedrock contact. Blasting activities are performed by a contracted explosives provider.
Primary loading is carried out using large diesel-powered hydraulic excavators in a front shovel configuration, supported by two large front-end loaders. The excavator fleet includes one Komatsu PC8000 and two Komatsu PC5500 units, with the PC8000 typically assigned to high volume waste movement, and the PC5500s assigned to ore loading where greater selectivity is required. A Komatsu WA1200 and CAT 994K loader are used primarily for stockpile rehandle. A smaller Komatsu PC3000 excavator supports loading, rehandle, and face cleaning activities.
Material hauling is performed using a fleet of Komatsu 830E/830E‑AC haul trucks in the 220‑t class.
The primary fleet is supported by maintenance units, small loaders, graders, service trucks, crew buses, lighting plants, and compactors for general site activities.
Equipment requirements are based on the life of mine production schedule and reflect historical availability, utilization, and productivity. Haul truck performance varies with haul distance. Required operating hours have been calculated for all primary and support equipment. A list of key primary and support equipment required for mining is provided in Table 13‑2.
| 13.3 | Underground |
|---|---|
| 13.3.1 | Geotechnical Considerations |
| --- | --- |
A comprehensive mapping database, developed from the underground development headings, and cavity monitoring system scans of stopes are used to determine stope stability design, overbreak assessment, ground support design, and mine stope sequencing. Stope stability designs are based on the mapping database and underground ore drive rock-mass classification data near the stopes using the empirical modified stability graph method (after Potvin, 1988; Nickson, 1992; and Hadjigeorgiou et al., 1995). In addition, several numerical models are run on site by the engineering team to evaluate the optimal and safest way to achieve production.
The modified Avoca mining method can be easily adapted to changes in geotechnical conditions by optimizing the strike length and width of the blast.
The overall rock mass quality is classified as “Fair” to predominantly “Very Good”, with RQD typically ranging from 90–100% throughout all stoping domains. Geotechnical properties, according to the Modified NGI Q-system, Q’ (Barton et al., 1974) and RMR89 (Bieniawski, 1989) were obtained from core laboratory testing and are listed for each mining zone in Table 13‑3 and Table 13‑4
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| Table 13‑2: | Peak Required Equipment List, Open Pit | ||||||||
| --- | --- | ||||||||
| Description | Manufacturer | Model | Units | ||||||
| --- | --- | --- | --- | ||||||
| Production drill | Sandvik | DI650i | 4 | ||||||
| Production drill | Sandvik | D75KS | 2 | ||||||
| Hydraulic excavator | Komatsu | PC8000 | 1 | ||||||
| Hydraulic excavator | Komatsu | PC5500 | 2 | ||||||
| Hydraulic excavator | Komatsu | PC3000 | 1 | ||||||
| Front-end loader | Komatsu | WA1200 | 1 | ||||||
| Front-end loader | CAT | 994K | 1 | ||||||
| Haul truck | Komatsu | 830E/830E-AC | 19 | ||||||
| Bulldozer | Komatsu | D475 | 2 | ||||||
| Bulldozer | CAT | D10T | 3 | ||||||
| Bulldozer | CAT | D9T | 2 | ||||||
| Bulldozer | CAT | D8T | 1 | ||||||
| Grader | CAT | 18M | 1 | ||||||
| Grader | CAT | 16M | 1 | ||||||
| Hydraulic excavator | CAT | 390F | 1 | ||||||
| Tire handler | Komatsu | WA600 | 1 | ||||||
| Table 13‑3: | Geotechnical Properties by Mining Zone | ||||||||
| --- | --- | ||||||||
| Mining Zone | RQD | Q’ | RMR 89 | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Avg | Stdv | Min | Min | Max | Avg | Min | Max | Avg | |
| Zone 17 | 97 | 14 | 0 | 0 | 100 | 27 | 40 | 92 | 81 |
| Zone Cap | 96 | 13 | 0 | 0 | 100 | 15 | 45 | 88 | 73 |
| Zone HS | 92 | 18 | 0 | 0 | 300 | 32 | 44 | 92 | 76 |
| Zone ODM | 95 | 15 | 0 | 0 | 387 | 53 | 33 | 93 | 80 |
| Zone ODMW | 90 | 21 | 0 | 0 | 150 | 20 | 45 | 93 | 76 |
| Zone 433 | 92 | 11 | 38 | 2 | 33 | 16 | 47 | 86 | 77 |
| Zone Intrepid | 94 | 9 | 0 | 4 | 34 | 11 | 58 | 93 | 79 |
| Zone ODME | 99 | 7 | 22 | 0 | 300 | 53 | 36 | 86 | 75 |
| Zone NW Trend | 93 | 17 | 0 | 0 | 300 | 53 | 34 | 92 | 78 |
Note: Avg = average; Stdv = standard deviation; Min = minimum; max = maximum.
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| Table 13‑4: | Geotechnical Rock Strengths | |||||
| --- | --- | |||||
| Mining Zone | Test # | Avg<br><br> <br>(MPa) | Stdv | CV | Min<br><br> <br>(MPa) | Max<br><br> <br>(MPa) |
| --- | --- | --- | --- | --- | --- | --- |
| Zone 17 | 7 | 145 | 38 | 26 | 100 | 307 |
| Zone Cap | 19 | 79 | 34 | 43 | 22 | 157 |
| Zone HS | 21 | 113 | 27 | 24 | 63 | 171 |
| Zone ODM | 19 | 101 | 36 | 36 | 41 | 204 |
| Zone ODMW | 1 | 88 | 0 | 0 | 88 | 88 |
| Zone 433 | 8 | 123 | 22 | 18 | 98 | 158 |
Note: Avg = average; Stdv = standard deviation; CV = co-efficient of variation; Min = minimum; max = maximum.
Sill pillars were evaluated using a combination of numerical modelling and empirical design methods. Selected sill pillars are planned to be instrumented to monitor long term performance and verify design assumptions. In the long term mine plan, stopes located directly beneath sill pillars are constrained to a maximum width of 6 m to maintain acceptable stability conditions.
Rib pillars are incorporated to subdivide excavation spans into stable dimensions, with pillar requirements determined using the empirical modified stability graph method. Rib pillars are assessed using the same numerical and empirical approaches applied to sill pillars. Where sill or rib pillars are required, pillar dimensions are defined on a case-by-case basis, considering induced stresses associated with stope width, mining depth, and interactions with adjacent excavations.
Equivalent linear overbreak and slough values from mined stopes in the Intrepid orebody averaged 0.25 m on the footwall and 0.50 m on the hanging wall. No stope instabilities or unplanned caving had been reported the report date. For life of mine planning, dilution assumptions are based on equivalent linear overbreak and slough values of 0.25 m (footwall) and 0.50 m (hanging wall). Dilution factors were derived by grouping stopes by zone and level, and these factors were applied to long term stope designs. This approach captures variations in dilution associated with differing stope widths across the orebody
In cases where additional ore is found on levels during mapping or investigation drilling, the stopes may be wider than planned and require additional ground support. This is installed as either additional short support or by implementing longer cable support and strapping 5 m to 10 m into either the hanging wall or a geotechnically strategic area.
Underground mineral reserves are located below open-pit excavations. Geotechnical investigations have been completed on these stopes and will be further reassessed as underground mining progresses with increasing operational experience.
| 13.3.2 | Hydrogeology Considerations |
|---|
Limited observed inflows are associated with faults and are uncommon to underground workings however do occur through historical ungrouted diamond drill holes. In these cases, mechanical bolting and/or modified grouting methods are conducted to ensure long-term support capacity.
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| 13.3.3 | Operations |
| --- | --- |
The underground mine is accessed through two active surface portals: the Intrepid portal, located near the underground offices, and the pit portal situated on the 140 bench along the eastern wall of the open pit. A third portal on the western side of the underground mine is planned to become operational in early 2027. All underground mining zones are connected by ramp systems designed with a profile of 5.5 m in width and 5.75 m in height.
Ore from the Intrepid Zone is hauled by articulated dump trucks up the Intrepid ramp and stockpiled near the Intrepid portal, where it is subsequently transported to the primary crusher using open‑pit haul trucks. Ore from the Underground Main area is primarily hauled to surface through the pit portal and stockpiled within the open pit before being transported up the pit ramp by open‑pit haul trucks. Development waste is retained underground where practical and used to backfill depleted stopes. The planned third portal is expected to reduce underground haulage distances, improve ventilation efficiency, and provide an additional means of egress. Emergency egress is also provided through a system of ladderways extending to surface.
A plan showing the final underground mining operations was provided in Figure 13‑1.
| 13.3.4 | Mining |
|---|
The Underground Main orebody will consist of seven zones located below the open pit; these include the 17 East, 433, Cap, ODM East, ODM Lower, ODM Main, and ODM West, which are collectively referred to as Underground Main. An eighth zone, Intrepid, is located at the Intrepid satellite orebody and is currently in production.
The primary underground mining method is modified Avoca, incorporating longitudinal long-hole open stoping with rockfill backfilling to extract the underground mineral reserves. Stopes are backfilled with uncemented rockfill to increase mining recovery and provide stable rock conditions for dilution and geotechnical stability. Mining areas are divided into mining blocks, which are designed to contain between 4–6 sublevels, spaced 25 m vertically.
Mining blocks are separated by 10 m vertical sill pillars. Stopes within a mining block are mined bottom-up and strike lengths are determined by geotechnical analysis and are typically between 15 and 30 m. Up-hole stoping methods are completed in certain areas where stopes may be isolated or where backfill is not required. Infrastructure and access development are excavated from the footwall. From the footwall, level access drives are developed to access the mineralization, then ore sill drives are developed along the strike of the orebody to access the mineralization extents.
Each sublevel level consists of an access, an electrical sub-station, a sump, a ventilation access, a crosscut for a refuge or a temporary refuge, a remuck and the ore/waste drift. Given the continuous longitudinal mining sequence, the levels are mostly identical, with some cases where lenses are present and additional ore drives splay off the main access.
A 2.5 m minimum stope width was used to define mineral reserves in DSO. Including planned dilution, the minimal stope width and average stope widths are 2.9 m and 6.8 m, respectively. Hanging walls and footwalls have dips ranging from 50–80º.
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Slot blasting occurs once drilling of slot holes and drilling of production rings are completed. Blasted rock is mucked from the stope undercut using a combination of manual mucking, when the brow is filled with ore, and remote load–haul–dump vehicle (LHD) operation when the brow is open. Confirmation of stope completion by operations will initiate the reconciliation process, which includes a cavity monitoring system to validate the amount of material extracted. When the engineering department confirms the stope has been completed, the ongoing mining cycle is allowed to progress.
Recovery factors and dilution assumptions are detailed in Chapter 12.5.
| 13.3.4.1 | Intrepid |
|---|
The Intrepid mine workings begin approximately 100 m below ground surface at the 100 m mining level and currently extends down to 685 m below ground surface elevation on the 685 m mining level. Ore from Intrepid is hauled to surface via the Intrepid decline and placed on a ROM pad near the Intrepid portal. Waste is used for stope backfill material or hauled to surface via the Intrepid portal.
| 13.3.4.2 | Main |
|---|
The Underground Main mine design is located primarily below the open pit and extends down to approximately 1,075 m below ground surface, at the 1100 m mining level. Ore from the Underground Main is hauled to surface via the 17 East, ODM East, and ODM Main declines and placed on a ROM pad near the pit portal. Waste is used for stope backfill material or hauled to surface via the pit portal.
| 13.3.4.3 | Lateral Development |
|---|
Lateral development is designed to accommodate the size of the largest equipment that will use the heading as outlined in Table 13‑5.
Remucks are used to maintain development efficiency and are positioned every 150 m along declines and on level accesses. Sumps are positioned at 500 m intervals or as required. Electrical cutouts are located on each level access or are positioned at 300 m spacing along declines and ramps to minimize the effects of voltage drop. Each level access will contain an escapeway access drive, escapeway raise, electrical cutouts, level access, remuck, level sump, vent raise access, and ventilation raise.
| 13.3.5 | Infrastructure |
|---|
The following underground infrastructure has been established to support the underground mining operations:
| • | A 13.8 kV power line to the Intrepid Zone portal area, fed to underground through a borehole; |
|---|---|
| • | A 13.8 kV power line to the underground Main Zone, fed to underground via the primary fresh air raise; |
| --- | --- |
| • | Intrepid Zone portal and a pit portal on the 140 bench to access underground Main Zone; |
| --- | --- |
| • | Intrepid Zone fresh air raise; |
| --- | --- |
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| • | Underground Main Zone fresh air raise; | ||
| --- | --- | ||
| • | An office complex; | ||
| --- | --- | ||
| • | Mine dry; | ||
| --- | --- | ||
| • | Maintenance shop; | ||
| --- | --- | ||
| Table 13‑5: | Lateral Development Drift Dimensions | ||
| --- | --- | ||
| Development Type | Width<br><br> <br>(m) | Height<br><br> <br>(m) | Gradient<br><br> <br>(%) |
| --- | --- | --- | --- |
| Bypass drift | 5.5 | 6.3 | 2.0 |
| Crosscut drift | 5.5 | 5.5 | 2.0 |
| Escapeway access | 5.0 | 5.0 | 2.0 |
| Electrical cutout (ESS) | 6.0 | 5.0 | 2.0 |
| Exploration and delineation drift | 5.0 | 5.0 | 2.0 |
| Level access | 5.5 | 5.5 | 2.0 |
| Level sump | 7.5 | 5.0 | 12.3 |
| Explosives magazine | 6.0 | 5.0 | 2.0 |
| Ore sill | 5.5 | 5.5 | 2.0 |
| Ramp | 5.5 | 5.75 | 15.0 |
| Remuck | 6.0 | 5.5 | 2.0 |
| Truck loadout | 6.0 | 5.5 | 2.0 |
| Vent raise access | 6.0 | 5.0 | 2.0 |
| • | Air compressors feeding underground and the underground maintenance shop; | ||
| --- | --- | ||
| • | Ventilation fans and mine air heaters; | ||
| --- | --- | ||
| • | Secondary egress escapeways with Safescape Laddertubes installed between levels; | ||
| --- | --- | ||
| • | Eight electrical substations; | ||
| --- | --- | ||
| • | 10 mine-water handling pumps; | ||
| --- | --- | ||
| • | Two permanent and four semi-portable refuge stations; | ||
| --- | --- | ||
| • | Insulated and heat-traced process water and discharge water lines; | ||
| --- | --- | ||
| • | A leaky feeder communication system. | ||
| --- | --- |
Surface infrastructure, shared by both the surface and underground operations, includes the truck shop, mill plant, warehouse, and additional offices. Dedicated open-pit infrastructure will transition and be converted to underground requirements, where necessary, as production shifts from surface to underground.
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| 13.3.5.1 | Ventilation |
| --- | --- |
The primary ventilation system consists of several in-place key infrastructure that support 1,140 kcfm at full production:
| • | Two 1,100 hp fans in the underground Main Zone fresh air raise that generate 840 kcfm; |
|---|---|
| • | Two 500 hp fans in the Intrepid Zone fresh air raise that generate 300 kcfm; |
| --- | --- |
| • | Two 250 hp booster fans |
| --- | --- |
| • | Two 800 hp booster fans |
| --- | --- |
| • | Two 900hp fans |
| --- | --- |
Both the pit portal and the Intrepid portal serve as exhaust routes. Future development of a second pit portal will also serve as an exhaust route to the Phase 4 pit from the ODMM zone.
The primary ventilation circuit is operational. This includes a 5 m diameter raise, a connection between the Intrepid and Main Zones, and the pit portal decline. The system at full capacity will generate 1,140 kcfm to allow production in the lower levels and satisfactory ventilation of all active levels.
Continued delivery of fresh air and reduction of system pressures will be accomplished through utilization of internal exhaust air raises. Additional fresh air raises may also be employed to ensure adequate delivery of fresh air to Western zones later in mine life.
On the stoping levels, each level is connected to the main ventilation circuit via its access. Additional fans and booster fans are used to ventilate the production drifts. Fans are moved and reused as levels become inactive. Figure 13‑3 illustrates the ventilation system.
| 13.3.5.2 | Electrical |
|---|
Electricity to the underground mine is supplied by two 13.8 kV electrical systems. One system enters the mine from a borehole at the Intrepid portal that supplies the Intrepid Zone and the second is fed from surface and runs down the primary fresh air raise that supplies the underground Main Zone. Most levels contain an electrical substation converts13.8 kV to 600 V and all levels contain one or more electrical cutouts for additional 600 V electrical distribution equipment required to operate development and production equipment.
| 13.3.5.3 | Communication Network |
|---|
The underground mine will consist of a physical communications network using fiber optics, a wired network using the Maestro Plexus PowerNet system, and a radio network using leaky feeder. The fiber optic network is installed between level throughout the ramps as it is developed to facilitate communication with the mine ventilation, central pumps and ventilation doors and is connected to the underground electrical rooms and mine power centers. A central control room is located on surface and equipped to monitor the underground fixed plant equipment.
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| 13.3.5.4 | Fuel Distribution Network |
| --- | --- |
Fuel supply for underground is stored at surface in one 75,000l tank.
Underground fuels trucks deliver fuel to priority equipment.
| 13.3.5.5 | Mine Process Water |
|---|
Process water is used for various mining activities including development, production, and core drilling; equipment and tunnel washdown; and dust suppression. Process water is routed to storage tanks next to the Intrepid portal from a 152 mm pipeline tapped to a 508 mm supply line from the mine rock pond.
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| Figure 13‑3: | Ventilation Schematic |
| --- | --- |

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Process water enters the underground mine through a 102 mm DR11 high density polyethylene (HDPE) pipeline to the Intrepid Zone. A 152 mm process water line, tapped from the 508 mm supply line from the mine rock pond, will be connected from a surface drillhole to the 152 mm DR11 HDPE main trunkline to the underground Main Zone. The 17 East, ODM East, ODM Lower, ODM Main, ODM West, 433, and Cap areas will be fed by 152 mm HDPE pipelines, which will be installed from the main trunkline to ODM Main. Booster pumps and pressure-reducing valves will be installed as required. Peak process water requirements are estimated at 1,300 L/min.
Dewatering infrastructure is required for both development and production activities. Production water will use gravity drainage and report to a level sump excavated on the level access for each production level. Development water will be pumped to the nearest available sump using pneumatic pumps or be allowed to gravity-drain to a collection sump. Mine dewatering infrastructure consists of a cascading discharge system, consisting of a series of collection sumps draining water to the level below through a borehole connection. Secondary sump systems will be placed and will consist of a clean sump and a settling (dirty) sump configuration; this will reduce total suspended solids and allow fines to settle. Every fourth level will contain a dewatering sump which is a collection sump equipped with a 100 HP submersible pump. Water is pumped from each dewatering sump to the next dewatering sump above it and finally discharged to the pit portal or Intrepid portal. Sumps are also located at the Intrepid portal, and will be located at the pit portal to prevent surface runoff from entering the mine and to discharge mine water.
| 13.3.5.6 | Compressed Air |
|---|
Compressed air is supplied by five electrical compressors producing a total of 6,000 cfm which is delivered underground from receiver tanks with 152 mm supply lines. Two additional compressors will be installed in 2026 to meet an estimated peak demand of 8,000 cfm.
| 13.3.5.7 | Refuge Stations and Secondary Egress |
|---|
Refuge stations are strategically located throughout the underground mine to safeguard personnel during emergencies. These consist of both permanently constructed refuge located near high-occupancy areas and semi- portable containerized refuge stations.
Secondary egress passageways are developed by raisebore with Safescape Laddertubes installed prior to commencing production. A small number of levels, near the upper extents of the underground mine, are in proximity to multiple internal ramps where additional egress is not required. Underground personnel report to refuge stations during emergencies but will use either the Intrepid portal or pit portal as emergency egress routes if required to evacuate the mine.
| 13.3.6 | Blasting and Explosives |
|---|
Production drilling is completed using Sandvik DL432i and DD422i units for 89 mm to 115 mm holes and a CUBEX will be added in Q1 2026 for 610 mm slot reaming. Longhole raises are currently established using a 102 mm diameter pilot hole and reamed to 152 mm or 203 mm. Short raises typically employ five reamer patterns while longer raises use nine reamer patterns to provide sufficient initial void and reduce the risk of cut freeze. Uphole stopes require reduced burden and spacing due to higher confinement and limited opportunity for re-blasting. Near brows, modified charging practices are applied to control energy distribution and limit overbreak. Typical patterns used at Rainy River are outlined in Table 13‑6.
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| Table 13‑6: | Underground Drill Patterns | |||
| --- | --- | |||
| Hole Diameter | Downholes | Upholes | ||
| --- | --- | --- | --- | --- |
| Burden | Spacing | Burden | Spacing | |
| 76 mm (3.0”) | 1.9 m | 1.9–2.3m | 1.8 m | 1.8–2.2m |
| 89 mm (3.5”) | 2.2 m | 2.2–2.5m | 2.1 m | 2.1–2.4m |
| 102 mm (4.0”) | 2.5 m | 2.5–2.9m | 2.4 m | 2.4–2.8m |
| 115 mm (4.5”) | 2.8 m | 2.8–3.3m | 2.7 m | 2.7–3.2m |
IMDEX borehole survey tools are used to confirm deviation and toe position. Survey results support reconciliation and inform subsequent design adjustments.
Production stoping primarily uses bulk emulsion with ANFO retained primarily for development. Packaged emulsions are used where water control or decoupling is required.
| 13.3.7 | Grade Control and Production Monitoring |
|---|
Chip sampling is undertaken across development faces within ore sills, where accessible, to provide preliminary grade and geological information for ore control purposes. These face/chip samples are incorporated into the short-term block model and contribute to the refinement of stope designs and ore delineation at the operational scale.
Muck sampling is conducted routinely from all development ore headings and production stopes. In development, samples are collected from each blast by underground equipment operators. In production stopes, samples are collected systematically in accordance with the standard operating guideline of one sample per five buckets of broken stope material. All samples are submitted to the on-site laboratory for gold and silver analysis.
Chip samples are used primarily to inform short-term grade estimation and assist with ore control prior to mining stopes. Muck samples from both development and production are used to assess ore quality during extraction and to support reconciliation of ore development headings and stope production with mill feed and overall plant performance.
| 13.3.8 | Equipment |
|---|
The underground lateral development equipment fleet consists of two-boom jumbos to drill the face, ANFO/emulsion loaders to load the holes with explosives, LHDs to muck the blasted material and load trucks, and bolters for installing ground support. Additional support equipment is used for maintenance and installation of mine services.
Stopes are drilled using long-hole production drills and mucked out and backfilled using LHDs equipped with remote-operation capabilities. Articulated underground trucks are used to transport ore to surface. Development waste rock is mostly kept underground to be used as rockfill for mined-out stopes.
At December 31, 2025, the underground mine was ramping up to a peak lateral development rate of approximately 15 km per year and a peak ore production rate of approximately 6,100 t/d (development and production). To achieve these rates, additional underground mobile equipment will be added to the equipment fleet. The peak underground mobile equipment requirements for the LOM plan are summarized in Table 13‑7.
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| 13.4 | Production Plan |
| --- | --- |
Open-pit mining, based on the current mineral reserves pit, is planned to end in 2029. Ex-pit mining rates are expected to average approximately 93 kt/d in 2026 and decrease in the remaining years of the open-pit mine life. Ex-pit mining rates peaked in 2021, averaging approximately 147 kt/d. Completion of Phase 4 mining is planned for late 2026. Phase 5, located on the west side of the existing pit began in 2025 and will continue until the end of 2027. The Northwest Trend, a satellite pit located on the West side of Phase 5, is set to begin in early 2027 and continue until late 2029.
Underground production is planned to ramp up as new mining zones are accessed at the underground Main Zone. Total stoping and development ore production are expected to achieve an average capacity of approximately 6,100 t/d from 2027–2035. Approximately 14.9 km of lineal lateral development is planned in 2026, increasing to a peak of approximately 15 km per year from 2028 to 2033. Based on the current Mineral Reserves, the mine life of the Rainy River underground mine extends to the end of 2035, but there is additional potential to extend the mine life if the current mineral resource estimates can be converted to mineral reserves with additional studies.
The processing plant is expected to operate near full capacity at approximately 25 kt/d until 2030. After completion of open-pit mining in 2029, underground mill feed will be supplemented with reclaim of the surface low-grade stockpile. From 2031 onwards, the processing plant is expected to operate at reduced capacity with mill feed sourced only from underground.
The LOM production plan is provided in Table 13‑8.
| Table 13‑7: | Peak Required Equipment List | ||
|---|---|---|---|
| Description | Peak Requirement | Description | Peak Requirement |
| --- | --- | --- | --- |
| Two-boom jumbo | 4 | Boom truck | 3 |
| Bolter | 11 | Scissor lift | 7 |
| LHD | 16 | Grader | 1 |
| Haul trucks | 22 | Fuel and lube truck | 1 |
| Production drill | 4 | IT loader | 2 |
| Emulsion/ANFO loader | 6 | Personnel carrier | 22 |
| Transmixer | 1 | Telehander | 2 |
| Sprayer | 1 | Water cannon | 1 |
| Blockholer | 1 | ||
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| Table 13‑8: | LOM Production Plan | |||||||||||
| --- | --- | |||||||||||
| Item | Units | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | 2033 | 2034 | 2035 | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Open pit mining | ||||||||||||
| Ore | (kt) | 7,126 | 3,422 | 2,258 | 4,201 | 17,008 | ||||||
| Waste | (kt) | 26,954 | 26,083 | 27,923 | 8,972 | 89,933 | ||||||
| Ex-pit | (kt) | 34,080 | 29,505 | 30,181 | 13,173 | 106,940 | ||||||
| Strip Ratio | (ratio) | 3.78 | 7.62 | 12.37 | 2.14 | 5.29 | ||||||
| Underground | ||||||||||||
| Development Ore | (kt) | 516 | 634 | 721 | 319 | 636 | 546 | 427 | 508 | 108 | 5 | 4,421 |
| Stope ore | (kt) | 1,246 | 1,380 | 1,521 | 1,663 | 1,581 | 1,698 | 1,699 | 1,665 | 2,360 | 1,749 | 16,561 |
| Total ore | (kt) | 1,762 | 2,014 | 2,242 | 1,982 | 2,218 | 2,243 | 2,125 | 2,173 | 2,468 | 1,754 | 20,981 |
| Lateral development | (m) | 14,913 | 14,838 | 15,615 | 15,389 | 15,603 | 15,530 | 15,712 | 15,112 | 3,496 | 79 | 126,286 |
| Vertical development | (m) | 453 | 441 | 415 | 685 | 941 | 397 | 699 | 722 | 590 | ||
| Stockpile Balance | ||||||||||||
| Starting balance | (kt) | 16,792 | 16,505 | 12,659 | 7,876 | 5,062 | ||||||
| Processing | ||||||||||||
| Ore processed | (kt) | 9,174 | 9,283 | 9,283 | 8,997 | 7,280 | 2,243 | 2,125 | 2,173 | 2,468 | 1,754 | 54,781 |
| Gold grade | (g/t) | 1.24 | 1.02 | 0.89 | 0.91 | 1.00 | 2.37 | 2.42 | 2.40 | 2.30 | 2.21 | 1.27 |
| Silver grade | (g/t) | 3.34 | 3.26 | 2.37 | 2.02 | 2.53 | 5.13 | 4.41 | 5.73 | 5.31 | 4.84 | 3.18 |
| Gold recovery | (%) | 93 | 92 | 92 | 92 | 92 | 94 | 94 | 94 | 94 | 94 | 93 |
| Silver recovery | (%) | 60 | 59 | 58 | 58 | 58 | 59 | 58 | 59 | 59 | 58 | 59 |
| Gold production | (koz) | 339 | 280 | 243 | 241 | 216 | 160 | 156 | 158 | 171 | 118 | 2,082 |
| Silver production | (koz) | 589 | 577 | 414 | 339 | 346 | 217 | 176 | 237 | 248 | 161 | 3,304 |
Notes:
| 1. | Minor quantities of Inferred Mineral Resources are included in development designs where required for access. These quantities are not classified as reserves and are not material to the economic<br> outcome. |
|---|---|
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
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| 14 | RECOVERY METHODS |
| --- | --- |
| 14.1 | Process Method Selection |
| --- | --- |
The process plant design is conventional to the gold industry and has no novel parameters.
The design basis was the testwork summarized in Chapter 10.
Debottlenecking and optimization activities that have occurred have assisted in increasing capacities and efficiencies.
| 14.2 | Flowsheet |
|---|
A simplified process flowsheet is provided in Figure 14‑1.
| 14.3 | Plant Design |
|---|---|
| 14.3.1 | Crushing |
| --- | --- |
The primary crushing system is composed of a 1,400 x 2,100 mm, 600 kW gyratory crusher designed to accommodate direct dumping from two sides with 220 t capacity mine haul trucks. The crusher operates with an open-side setting adjustable between 100 mm and 120 mm, yielding a product size distribution with a P80 of approximately 120 mm. From the primary crusher, ore is transported by conveyors to the coarse ore stockpile, which has total storage capacity of 85,690 t, with a live capacity of approximately 19,000 t.
| 14.3.2 | Grinding |
|---|
Ore is reclaimed from the coarse ore stockpile using three apron feeders and transported directly to the SAG mill feed chute. The mill feed conveyor is fitted with a weightometer to continuously monitor and regulate the feed rate to the SAG mill, ensuring that optimized material flows into the grinding circuit.
The SAG mill is an 11.0 m diameter x 6.1 m long grate discharge mill, equipped with a dual pinion drive system comprising two 7,500 kW motors, both featuring variable frequency drives (VFDs). The SAG mill's design operating power at the pinions is 15,000 kW, corresponding to approximately 84% of the installed power capacity. The discharge from the SAG mill is processed through a single-deck horizontal vibrating screen which screens out oversize pebbles, ball chips, and tramp steel. The oversize material is conveyed to a Raptor L500 cone crusher that is powered by a 447 kW motor. The crusher operates at a nominal rate of 238 t/h, equivalent to approximately 20% of the mill feed, with a design power draw of 235 kW. The crushed material is reduced to a P80 size of approximately 13 mm and is then transferred to the SAG mill feed conveyor via a transfer tower. The crushed product is either recycled to the SAG mill or directed to a bypass conveyor, which delivers material to a pebble stockpile adjacent to the transfer tower. This pebble-crushing circuit is utilized to maintain throughput when processing harder ore types.
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| Figure 14‑1: | Process Flow Sheet |
| --- | --- |

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The SAG mill discharges into the cyclone feed pump box, where the slurry is pumped to a cluster of hydrocyclones for classification. The cyclone distribution header has 25 ports, of which 22 are fitted with operating hydrocyclones, and the remaining three ports are connected to the gravity concentration circuit feed distributor. The cyclone underflow is directed to the ball mill, while the overflow is sent to trash screens for further processing.
The ball mill is a 7.9 m diameter x 12.3 m long overflow-type mill, driven by a dual pinion system consisting of two 7,500 kW motors with VFDs. The typical feed to the mill has a particle size distribution with an F80 of 2,800 µm, while the target product size is a P80 of 80 µm. The design operating power at the pinions is 12,360 kW, which equates to approximately 82% of the total installed power of 15,000 kW. The slurry from the ball mill flows into the cyclone feed pump box for further classification and processing.
| 14.3.3 | Gravity Concentration and Intensive Cyanide Leaching |
|---|
Three ports from the cyclone-feed distribution header are dedicated to the gravity concentration circuit, feeding directly into a gravity concentration distributor. The distributor is equipped with two bottom outlet ports controlled by dart valves, which regulate the flow of slurry to the gravity screens. The underflow from these screens is directed to two 48-inch Knelson centrifugal concentrators, which are used for gravity gold recovery. Each concentrator processes approximately 300 t/h, resulting in a combined system throughput of 600 t/h.
Tailings from the Knelson concentrators are combined with the screen oversize in the gravity circuit launder, and both flow by gravity to the cyclone feed pump box. The Knelson concentrate is routed by gravity to the Acacia intensive cyanide leach circuit for further recovery of precious metals.
The resulting pregnant leach solution is transferred to a heated storage tank for holding before being pumped to the gold room, where it undergoes electrowinning to recover the gold. The tailings from the Acacia leach reactor are returned to the cyclone feed pump box for further reprocessing in the milling circuit.
| 14.3.4 | Leaching and Carbon-In-Pulp Circuit |
|---|
The cyclone overflow from the grinding circuit is directed through trash screens and into the feed well of a 45 m diameter by 3.3 m high pre-leach thickener. The thickener underflow is then pumped to the cyanide leach tanks for further gold recovery processing. The overflow from the thickener, which consists of clarified process water, is pumped to a process water tank for reuse within the circuit.
The leach circuit comprises eight tanks in series, each with a diameter of 18 m, providing a total slurry volume of 38,550 m^3^ and a total retention time of 24 hours. Oxygen is introduced into the first four tanks to facilitate the leach reaction, while air injection is used in the last four tanks to provide oxygenation. Tank No. 1 can be used for pre-aeration of the slurry when required, after which the slurry overflows into leach tank No. 2, where cyanide is added to continue the leaching process through the remainder of the leach tanks.
The CIP circuit comprises seven tanks in series, each 7 m in diameter and 12 m high, with a total operating volume of 2,520 m^3^ and a retention time of 1.5 hours. This carousel system simulates countercurrent carbon transfer without physically transferring carbon between tanks. Instead, a fixed quantity of carbon is introduced into each tank and remains until fully loaded. Upon reaching the loading target, the tank is isolated, and the entire volume of slurry is pumped to a loaded carbon screen. The oversize material, consisting of loaded carbon, flows by gravity through a diverter gate to the carbon stripping vessels, while the undersize slurry flows back to the CIP feed launder.
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| 14.3.5 | Carbon Desorption, Regeneration, and Reactivation |
| --- | --- |
Gold is desorbed from the activated carbon using the high-pressure and high-temperature Zadra process. Two 10-ton carbon-stripping vessels are installed for this purpose. Each CIP carbon-transfer batch consists of 20 t of carbon. The stripping process operates sequentially, with one strip vessel in operation while the second vessel is being filled and prepared for stripping.
In the Zadra process, gold and silver are eluted from the carbon and are continuously recovered by electrowinning. The eluent solution, containing sodium cyanide and sodium hydroxide, is pumped from the barren solution tank through heat exchangers and carbon stripping vessels, dissolving the gold and silver from the carbon. The pregnant solution is then passed back through the heat exchanger to reduce its temperature to below boiling before entering the electrowinning cells, where the gold and silver precipitate as sludge. The barren solution is recirculated back to the barren solution tank, and this cycle continues until the gold and silver are fully recovered from the carbon.
The stripped carbon is reactivated in a horizontal electric rotary kiln operating at a temperature of 750°C, then cooled and pumped to the fresh carbon sizing screen, which removes fine carbon particles. The reactivated carbon is then transferred via the carbon storage tank transfer pump to the CIP tanks, where it is reloaded for further gold adsorption.
| 14.3.6 | Electrowinning |
|---|
The pregnant solutions from both the Acacia intensive cyanide leach reactor and the carbon stripping circuit are combined in the electrowinning cell distribution box and circulated through the electrowinning cells. The electrowinning system consists of three parallel trains, each containing two cells with a capacity of 3.5 m^3^.
Within the electrowinning cells, gold and silver are electroplated onto stainless steel cathodes. Once the cathodes have reached their target gold and silver loading, and the concentration of metals in the circulating electrolyte is reduced to the desired level, the cathodes are removed from the cells. The gold and silver sludge is then washed off the cathodes using high-pressure water. The recovered sludge is filtered through a plate and frame filter press, dried in ovens, mixed with fluxes, and melted in a 300-kW electric induction furnace, which yields gold and silver doré bars.
| 14.3.7 | Tailings |
|---|
The slurry exiting the final CIP tank is directed through a carbon safety screen to recover coarse carbon particles before being routed to the cyanide destruction circuit. This circuit consists of two mixing tanks in series, each with a diameter of 11.5 m and a height of 13.5 m, providing a total retention time of 1.5 hours. The cyanide destruction process involves the addition of sulfur dioxide to break down the cyanide, lime to neutralize the sulfuric acid that formed as a by-product, and copper, in the form of copper sulfate, which serves as a catalyst to enhance the reaction.
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The detoxified slurry flows from the cyanide destruction circuit to the tailings pump box and is then pumped by two 356 x 304 mm, 550 kW centrifugal pumps arranged in series to the TMA.
Tailings management is discussed in Chapter 17.2.2.
| 14.4 | Power and Consumables |
|---|---|
| 14.4.1 | Power |
| --- | --- |
The SAG mill requires an average of 9.5 kWh/t, and the ball mill requires an average of 13 kWh/t. In 2025, the Rainy River site recorded a total energy consumption of 341 GWh, corresponding to a site-wide specific energy consumption of 36.9 kWh/t, with the grinding circuit specifically accounting for 22.5 kWh/t. Power sources are discussed in Chapter 15.9.
| 14.4.2 | Water |
|---|
Water is distributed from the process water tank to various areas in the plant via two low-pressure centrifugal pumps (406 x 356 mm) and two medium-pressure centrifugal pumps (254 x 203 mm). The medium-pressure pumps also supply water to two high-pressure process-water distribution pumps. The process water tank is replenished by several water sources; these include the overflow from the pre-leach thickener, process recirculation heat exchangers, cooling water return, the mine rock pond, and the tailings reclaim pumps. The mine rock pond collects seepage from the east mine rock stockpile and open pit dewatering. Tailings reclaim water is also directed to both the process water tank and the tailings pump box.
The TMA is designed to hold 11.6 Mm^3^ of water. Reclaim water can be pumped as required from the TMA to the process water tanks and tailings pump box using two 1,350 m^3^/h, 522 kW vertical turbine pumps (one operating, one spare), with a process demand of 1,200 m^3^/h.
| 14.4.3 | Process Consumables |
|---|
The reagents and grinding media requirements are provided in Table 14‑1.
| 14.5 | Personnel |
|---|
The Rainy River process plant is staffed by a total of approximately 110 personnel. This includes 21 technical and support staff comprising engineering, metallurgy, and administrative functions, 57 operations personnel including mill operators and laborers, and 32 personnel assigned to the on-site assay laboratory. This staffing level is considered adequate to support current plant operations, metallurgical control, and analytical requirements.
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| Table 14‑1: | Process Consumables |
| --- | --- |
| Item | Consumption Rate<br><br> <br>(kg/t) |
| --- | --- |
| Grinding media | 1.0 |
| Sodium cyanide | 0.19 |
| Lime | 0.62 |
| Caustic soda | 0.04 |
| Sulphur dioxide | 0.2 |
| Copper sulphate | 0.07 |
| Activated carbon | 0.025 |
| Antiscalant | 0.013 |
| Flocculent | 0.02 |
| Sodium metabisulphite | 0.0 |
| Effective Date: December 31, 2025 | Page 14-6 |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
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| 15 | INFRASTRUCTURE |
| --- | --- |
| 15.1 | Introduction |
| --- | --- |
All required infrastructure to support operations is in place, including:
| • | Open pit mine; |
|---|---|
| • | Underground mine (portals, fresh air raises, ventilation fans and mine air heaters, power lines, electrical substations, refuge stations, water handling pumps); |
| --- | --- |
| • | Ore stockpiles; |
| --- | --- |
| • | Waste rock storage facilities (west and east, and future in-pit storage facility); |
| --- | --- |
| • | Tailings management area; |
| --- | --- |
| • | Process plant; |
| --- | --- |
| • | Assay laboratory; |
| --- | --- |
| • | Administration and office buildings: |
| --- | --- |
| • | Surface: site management, technical and administrative staff, including health and safety, environmental, finance, human resources, capital projects, mine operations, mill operations, mobile<br> maintenance, and site services; |
| --- | --- |
| • | Underground: underground management team, technical services, administration, and health and safety; |
| --- | --- |
| • | Mine and mill dry; |
| --- | --- |
| • | Warehouse; |
| --- | --- |
| • | Security office and medical clinic; |
| --- | --- |
| • | Truck shops (truck shop 1 has two service bays and additional space to house a mobile service crane; truck shop 2, has three service bays and includes a 50-t crane and distribution systems for<br> compressed air and lubricant; truck wash); |
| --- | --- |
| • | Fuel bays; |
| --- | --- |
| • | Explosives magazine and emulsion plant. |
| --- | --- |
Major infrastructure is shown in Figure 15‑1.
| 15.2 | Roads and Logistics |
|---|
The main entrance to the site is via Korpi Road from Highway 71. A network of roads connects the open-pit and underground mines with the process plant, TMA, and other site infrastructure. Haul roads connect the open pit mine to WRSFs and stockpiles, the primary crusher pad, mine facilities, and to the TMA.
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| Figure 15‑1: | Mine Infrastructure Layout Map |
| --- | --- |

Note: Figure prepared by Coeur, 2026. TMA = tailings management area ; WMP = water management pond; WMRS (S) = west mine rock stockpile south; WMRS (N) = west mine rock stockpile north; MRP = mine rock pond; EMRS = east mine rock stockpile.
| Effective Date: December 31, 2025 | Page 15-2 |
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| 15.3 | Stockpiles |
| --- | --- |
Ore grading >0.8 g/t Au is sent directly to the crusher whenever capacity allows. Overflow ore material from the pit and lower grade ore is sent to the stockpiles. When there is not sufficient ore >0.8 g/t Au from the pit, lower-grade ore from the pit and ore from the stockpiles is fed to meet mill throughput targets. The operations use multiple ore stockpiles which include:
| • | Run of mine (ROM) stockpile: high‑grade ore greater than 0.8 g/t is placed on the ROM stockpile whenever the crusher cannot accept material, in order to reduce truck wait times and maintain haulage efficiency; |
|---|---|
| • | East outcrop stockpile: high grade ore (0.5–0.79 g/t Au) and medium‑grade ore (0.4–0.49 g/t Au) is stored when the ROM is full or when grade differences between dig blocks require separation. High‑grade ore and medium‑grade<br> ore are kept separate at this location. As of January 2026, medium-grade ore will no longer hauled to the east outcrop stockpile, though previously stored medium-grade ore remains in the stockpile; |
| --- | --- |
| • | Oversized high‑grade ore stockpile, east mine rock stockpile Zone 10: high‑grade ore (>0.5 g/t Au) that is too large to feed directly into the crusher is diverted to the oversize high grade ore stockpile in the east mine<br> rock stockpile Zone 10 area. This material is broken down using a mobile rock breaker before being transferred to the crusher; |
| --- | --- |
| • | Medium‑grade ore stockpile, east mine rock stockpile Zone 9: medium‑grade ore (0.4–0.49 g/t Au) is stored in the east mine rock stockpile Zone 9 medium‑grade ore stockpile. It is used primarily as a blending source with<br> high‑grade material to maintain consistent mill feed grades; |
| --- | --- |
| • | Low‑grade ore stockpile, east mine rock stockpile Zones 8 and 9: low‑grade ore (0.3–0.39 g/t Au) is deposited in the low-grade ore stockpiles located in Zones 8 and 9 of the east mine rock stockpile. This material is<br> blended with high‑grade ore as needed to meet mill requirements; |
| --- | --- |
| • | Mineralized PAG stockpile, east mine rock stockpile Zone 10: ore grading from 0.25–0.29 g/t Au is placed in the this stockpile in Zone 10 of the east mine rock stockpile. This material is retained for potential future<br> processing as a lower-priority source due to its grade being near or slightly below the economic cut-off; |
| --- | --- |
| • | Underground/portal stockpile one (UG STK 1): this stockpile serves as the long‑term storage location for ore hauled from underground workings; |
| --- | --- |
| • | Underground/portal stockpile two (STK 2): this is a temporary stockpile positioned directly outside the underground portal. It is used primarily as short‑term storage before ore is moved either to the crusher or to the<br> underground/portal long-term stockpile. |
| --- | --- |
| 15.4 | Waste Rock Storage Facilities |
| --- | --- |
Waste rock management is discussed in Chapter 17.2.1.
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| 15.5 | Tailings Management Area |
| --- | --- |
The TMA is located northwest of the open pit and plant site (Figure 15‑2).
Containment for the TMA is provided by perimeter impoundment dams: the TMA North Dam along the northwest side, the TMA West Dam (dams 4 and 5) along the southwest side, and the TMA South Dam along the southeast side. Naturally-occurring high topography provides containment along the northeastern perimeter of the facility. Three raises are planned, in 2026, 2027, and 2028. The final crest elevation of 381.5 m is expected to provide sufficient containment for the projected tailings storage requirements and for operational pond volumes. The volume of tailings at the end-of-mine life within the TMA will be 90.4 Mm^3^.
An additional 7.3 Mm^3^ of tailings will be stored within the NW Trend pit, by means of in-pit deposition post mining activities. Decanted water will be pumped back to the TMA to allow solids settlement prior to recirculation within the mill.
A water management pond stores treated water from the TMA and provides storage for water discharge or intake water for the mill if required. The water management pond is separated from the TMA by the TMA West Dam (comprising Dam 4 and Dam 5). The perimeter water management pond Dam 1, water management pond Dam 2, water management pond Dam 3, and water management pond Dam 4 have been constructed to their ultimate dam crest elevation.
The TMA North Dam, West Dams, and South Dam are constructed with a central clay core and two downstream granular filters supported by upstream and downstream rockfill shells. As a response to the unfavourable foundation conditions, rockfill preload buttresses have been constructed upstream and downstream of the perimeter dams prior to previous dam raises. Additionally, wick drains were installed in select areas to help mitigate high excess porewater pressures.
Except during planned mill shutdowns, tailings are deposited throughout the year using sub-aerial spigots located on the crests of the perimeter TMA dams and along the northern ring road. Deposition takes place while maintaining a pond around the fixed reclaim, located between TMA West Dam 4 and West Dam 5.
A flood protection berm was constructed at a topographic low located northwest of the TMA to maintain containment within the Ontario Endangered Species Act boundary up to the maximum operating water level.
The TMA is designed to provide sufficient containment for the projected tailings storage requirements and for operational pond volumes. The maximum operational pond level was selected based on the 1-in-100-year wet year inflow projections from the site water balance model (SRK, 2024). The water balance model is regularly updated and calibrated to site conditions.
Over 400 piezometers, 30 slope inclinometers, and numerous settlement plates and magnetic extensometers installed at the TMA are used for monitoring and surveillance. Displacements (both lateral and vertical) and excess pore water pressures are observed throughout the year in response to construction activities and tailings deposition. Monitoring of the instrumentation is ongoing by both Coeur and the Engineer of Record. Dam performance has been acceptable to the Report date. Dam performance is monitored on an ongoing basis for each TMA dam raise. Instrumentation response to loading is incorporated into future geotechnical stability modeling.
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| Figure 15‑2: | TMA Layout Plan |
| --- | --- |

Note: Figure prepared by Coeur, 2026.
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The TMA undergoes thorough review and oversight from qualified professionals including, at minimum, the following evaluations:
| • | Monthly inspections from the designated responsible person(s) at site; |
|---|---|
| • | Annual inspections from facility Engineers of Record; |
| --- | --- |
| • | Twice annual technical review from the Independent Tailings Review Board with one site visit and one review completed virtually; |
| --- | --- |
| • | Dam safety reviews performed every five years; |
| --- | --- |
| • | Third-party reviews as required by regulators. |
| --- | --- |
| 15.6 | Water Management |
| --- | --- |
| 15.6.1 | Non-Contact Water |
| --- | --- |
The operations maintain a positive water balance through onsite precipitation and the dewatering of groundwater, which is managed through the treatment and discharge of mine contact water. No water is pumped from any local surface water bodies.
The management system is designed for water conservation and environmental protection. Non-contact water is diverted around the mine operations as much as practicable, to ensure diversions around the mine site are maximized and the volumes of required contact water, which need active management, are minimized.
| 15.6.2 | Contact Water |
|---|
The water balance is dependent on onsite runoff and direct precipitation onto water storage facilities. The TMA is the primary storage facility for mine contact water, and the operations are managed to maintain sufficient storage capacity within the TMA.
A water treatment system is operated from spring to fall. Treated water is stored within the water management pond prior to being discharged through effluent discharge lines 1 and 2. The operations can discharge into the Pinewood River when its flows are >10,000 m³/h and when it is mostly ice free; those two conditions generally occur during the spring and fall.
Water balance modelling is used to track the inventory of water on site, water consumption, and water losses. Water losses include evaporation, and entrained pore-water in tailings. An external technical consultant manages the operational water balance model and develops a monthly report to provide information to the operation as to the adequacy of the water management strategy.
| 15.6.3 | Water Treatment |
|---|
A water treatment train is situated in the northern water management pond, has a capacity of 16,340 m^3^/d and has three elements:
| • | Lime water treatment plant, used to treat total suspended solids, metals and metalloids; |
|---|---|
| • | Nitrification cells, used to treat ammonia via a microbial process termed ‘nitrification’; also removes a portion of the manganese; |
| --- | --- |
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| --- | --- |
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| • | Biochemical reactor 1: used treat nitrate and nitrite through a microbial process termed ‘denitrification’. |
| --- | --- |
A second biochemical reactor is used to polish the water management pond, and treat MRP and TMA water. This reactor has a 10,000 m³/d capacity.
The total authorized water treatment design capacity is 50,000 m³/day, with construction of the expanded water treatment processes scheduled to begin in 2026.
There are four provincially and federally permitted locations where discharge from the mine into the environment can occur. Each discharge point has discharge criteria that are specified in Ministry of the Environment, Conservation and Parks ECA #2290-CAVKGN, which must be met prior to discharge.
| 15.7 | Water Supply |
|---|
The mine site potable water treatment plant provides water to washrooms, kitchens, change room showers and sinks across the site.
Bottled potable water is brought on site for drinking purposes and is dispensed through water coolers.
| 15.8 | Camps and Accommodation |
|---|
A camp facility, located on Atkinson Road, consists of 10 dormitories with a capacity of 406 rooms.
| 15.9 | Power and Electrical |
|---|
Electricity is supplied by a 16.7 km long, 230 kV power line from the Hydro One power line currently connecting Fort Frances and Kenora.
The main 230 kV to 13.8 kV substation is located to the northeast of the concentrator building. Two main 230 kV to 13.8 kV, 42/56/70 MVA transformers are used for combined power of 100 MVA. This provides capacity for future expansion and mitigates the risk of downtime due to transformer failure. A 15 kV gas insulated switchgear, complete with electrical protection devices, is included.
Electricity for the underground mine is provided by a 13.8 kV line routed from the main substation by an overhead power line to the mine portal. A separate 13.8 kV line is routed within the fresh air raise to supply power to the underground Main Zone.
Two generator sets provide emergency power.
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| 16 | MARKET STUDIES AND CONTRACTS |
| --- | --- |
| 16.1 | Markets |
| --- | --- |
Gold and silver output is in the form of doré containing an average of approximately one-third gold and two-thirds silver by weight. Silver credits are received from the refiner. The doré is shipped to either Asahi Refining Canada Ltd. in Brampton, Ontario, or to the Royal Canadian Mint in Ottawa, Ontario. Transportation of the doré to either refinery is contracted out by the respective refineries. Responsibility for the doré changes hands at the gold room gate upon signed acceptance by the refiner or its transport provider. Coeur sells its gold production into the market at spot prices. There are no agency relationships relevant to the marketing strategies used.
Product valuation is included in the economic analysis in Chapter 19, and is based on a combination of the metallurgical recovery, commodity pricing, and consideration of processing charges.
Markets for both silver and gold bullion are highly liquid, and the loss of a single trading counterparty is not expected to impact Coeur’s ability to sell its bullion.
| 16.2 | Commodity Price Forecasts |
|---|
Coeur uses a combination of analysis of three-year rolling averages, long-term consensus pricing, and benchmarks to pricing used by industry peers over the past year, when considering long-term commodity price forecasts.
Higher metal prices are used for the mineral resource estimates to ensure the mineral reserves are a sub-set of, and not constrained by, the mineral resources, in accordance with industry-accepted practice.
The long-term gold price forecasts are:
| • | Mineral reserves: |
|---|---|
| o | US$2,200/oz Au; |
| --- | --- |
| o | US$26/oz Ag; |
| --- | --- |
| • | Mineral resources: |
| --- | --- |
| o | US$2,500/oz Au; |
| --- | --- |
| o | US$30/oz Ag. |
| --- | --- |
The economic analysis in Chapter 19 uses a reverting price curve. All commodity prices are advised by the corporate investment committee and revised as necessary throughout the budget and forecast process. This guidance is used to keep all sites using the same basis for revenue. The sites do not advise prices or deviate from the prices provided.
| 16.3 | Contracts |
|---|
The Rainy River Operations produce precious metal concentrates in the form of doré containing gold and silver, which is transported from the mine site to the refinery by a secure transportation provider. Responsibility for the doré changes hands at the gold room gate upon signed acceptance by the refiner or its transport provider.
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Coeur has a number of contracts, agreements, and purchase orders in place for goods and services that are required for the Rainy River Operations. All contracts and agreements are negotiated with vendors and have a contractual scope, terms, and conditions. The most significant of those contracts cover underground contractor mining, electricity, fuel, explosives, tires, grinding media, milling reagents, heavy equipment parts and maintenance, and camp services.
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| 17 | ENVIRONMENTAL STUDIES, PERMITTING, AND PLANS, NEGOTIATIONS, OR AGREEMENTS WITH LOCAL INDIVIDUALS OR GROUPS |
| --- | --- |
| 17.1 | Baseline and Supporting Studies |
| --- | --- |
Baseline and supporting studies and an Environmental Assessment were completed by Coeur and various consultants from 2009–2014 as part of the Ontario and Federal Environmental Assessment application.
| 17.2 | Environmental Considerations/Monitoring Programs |
|---|
Environmental management plans were developed for air quality, sound and vibration, geochemistry, surface water systems, groundwater systems, and terrestrial systems and species at risk. The operations maintain up-to-date environmental management plans to reflect the current conditions of the mine site, evolving best practices, and regulatory requirements.
Environmental monitoring for air quality, acoustic noise and vibration, acid generation potential, surface and groundwater quality, groundwater quantity, constructed fish habitat and fish tissue, birdlife, and deer-tissue, are completed regularly and reported per permit conditions.
A condition of the ESA permit required Coeur to establish overall benefit lands for two bird species (bobolink and eastern whip-poor-will) to compensate for the habitat lost from construction of the mine site. Coeur is responsible for managing over 1,800 ha of these lands. Permit conditions include monitoring to ensure the program goals are met by :
| • | Quantifying any adverse effects to these species; |
|---|---|
| • | Confirming that the overall benefit lands are providing compensatory habitats. |
| --- | --- |
Coeur continues to work with the Ministry of the Environment, Conservation and Parks to satisfy the terms and conditions of the ESA permit related to the Eastern Whip-poor-will Habitat Management Plan.
The stockpile pond diversion channel was permitted as a replacement for fish habitat, following the Fish Habitat Compensation Plan (AMEC Foster Wheeler 2017). The stockpile pond diversion channel was constructed in early 2016. However, water levels have varied greatly since its construction, primarily remaining below design basis, subsequently preventing fish passage from West Creek Pond upstream to Stockpile Pond. Since the re-creation of functional fish habitat in the Stockpile Pond was not successful, the Impact Assessment Agency of Canada issued a Notice of Non-Compliance on July 31, 2020, as prescribed by the Metal and Diamond Mining Effluent Regulations, for the lack of compensation for the loss of fish habitat. To address the deficiencies at Stockpile Pond and associated diversions, Coeur began construction in 2025 of 3.5 ha of new fish habitat near the lower reaches of the West Creek Diversion. Major earth works are to be completed in 2026 with commissioning in 2027 once vegetation has been established.
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| 17.2.1 | Waste Rock Storage Facilities |
| --- | --- |
Two main waste rock dumps are used for waste rock management. The west mine rock stockpile contains NPAG material, and the east mine rock stockpile is designated as the PAG stockpile. Since 2023, PAG waste rock is also stored at the base of the open pit; there, it will be fully submerged with water at closure, which will prevent the generation of acid rock drainage (ARD).
Coeur has an approved Geochemical Monitoring Plan to guide the sampling program and classification for NPAG and PAG material; the classification is determined by the neutralization potential ratio, as defined in the Geochemical Monitoring Plan. An additional level of characterization was developed for PAG rock based on inferred time to acid onset. The system designates three levels of PAG:
| • | PAG1: inferred to have the potential to generate acidic conditions within 5 years or less of deposition; |
|---|---|
| • | PAG2: inferred to have the potential to generate acidic conditions within 5 to 15 years of deposition; |
| --- | --- |
| • | PAG3: inferred to not have the potential to generate acidic conditions for at least 15 years. |
| --- | --- |
Coeur has so far classified only implemented protocols for the PAG1 and PAG2 designations. PAG1 material is always deposited of in the east mine rock stockpile or in the open pit. Some PAG2/3 rock is used in the construction of the upstream side of the TMA embankment, and in the downstream shells of Cells 1 and 2, where it will be inundated by tailings. Currently, PAG2 and PAG3 materials are managed or deposited on site, which is conservative with respect to mine rock and overburden management because it does not overestimate the lag period to potential onset of acidic conditions for PAG materials.
To ensure accurate designation and appropriate storage of waste rock, cuttings from every blast hole are sampled and analyzed for total carbon and total sulfur to determine PAG or NPAG classification and each mining block is classified as PAG1, PAG2/3, or NPAG and waste rock from each mining block is routed to the appropriate location. Coeur uses a geochemical database to track sampling and placement of waste rock.
| 17.2.2 | Tailings Management |
|---|
Tailings are stored within the TMA and are deposited year-round, except during mill shutdowns. The tailings go through a cyanide destruction process after leaving the mill, prior to deposition. Containment for the TMA is provided by perimeter impoundment dams: the TMA North Dam along the northwest side, the TMA West Dam (Dam 4 and Dam 5) along the southwest side, and the TMA South Dam along the southeast side. A naturally occurring topographic high provides containment along the northeastern perimeter of the facility.
The water management pond , located adjacent to the TMA, is a part of the water treatment system; it stores treated water from the TMA and can supply water to the mill. The water management pond is separated from the TMA by the TMA West Dam (comprising Dam 4 and Dam 5). Water management pond dams 1, 2, 3, and 4 were constructed to their ultimate dam crest elevation of 371.5 m.
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Coeur uses strong tailings governance to ensure the safety and stability, both geotechnical and geochemical, of all tailings. The New Gold Tailings Storage Facility Management Policy, updated and signed by the CEO on August 16, 2023, outlines Coeur’s commitments regarding tailings management. Coeur strives for zero harm to people and the environment as a result of tailings management. The policy includes the following commitments to tailings management:
| • | Delineating strong and transparent governance with clear responsibilities and accountabilities throughout the organization, up to the Board of Directors; |
|---|---|
| • | Ensuring the oversight of an Independent Tailings Review Board; |
| --- | --- |
| • | Providing Indigenous partners with the opportunity to review risks and findings from independent reviews; |
| --- | --- |
| • | Publicly disclosing tailings storage facility information; |
| --- | --- |
| • | Having a rigorous emergency preparedness plan, including post-incident review and participation with regulatory authorities and communities of interest. |
| --- | --- |
Coeur is a member of the Mining Association of Canada and therefore uses the “Towards Sustainable Mining” protocols to inform tailings governance. The Rainy River Operations achieved the highest rating of AAA for all indicators for the tailings management protocol at the most recent external verification in 2023.
| 17.3 | Closure and Reclamation Considerations |
|---|
The current Closure Plan includes consultations and collaboration with regulatory agencies, Indigenous communities, and the public; these consultations will continue through closure and beyond. A groundwater monitoring network established in 2015 and 2016 will be used throughout the operational phases and into reclamation and closure. Additional environmental monitoring and water management programs will be set up towards the end of operations and continue through closure.
The conceptual TMA closure configuration consists of a permanent water cover and a low-permeability overburden cover on the perimeter tailings. The water cover, covering most of the TMA, will ensure tailings remain saturated and will prevent oxygenation and ARD. Tailings levels will be 3 m below the spillway, allowing for 2 m of consistent water cover even accounting for surface undulations. The low-permeability overburden cover surrounding the perimeter of the permanent pond, will be approximately 150 m wide, and placed on the upstream side of the dam. This cover will prevent the permanent water cover from contacting the dams and will limit oxygen infiltration into the tailings. The cover will be seeded with native vegetation and reinforced with NPAG rock at transition zones to prevent oxidation. This combination of engineered covers and water saturation effectively stabilizes the tailings, meets closure objectives, and minimizes long-term environmental impacts.
The Closure Plan includes the construction of a spillway that will allow the central pond water to flow into the water management pond, and subsequently into the constructed wetlands. The location, invert elevation, and design of the closure spillway are not finalized but are intended to regulate flows from the TMA pond to the water management pond as required.
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At closure, both mine rock stockpiles will be covered and revegetated. The east mine rock stockpile closure cover is designed to prevent the generation of ARD and has been constructed through the active life of mine as part of the progressive reclamation plan. Coeur has implemented field trials for cover systems to evaluate the effectiveness of different designs at limiting ARD. A third-party consultant is retained to design, instrument, and interpret the monitoring data collected from these field trials. These trials also provide opportunity for optimizing future closure activities at site. Coeur submits an annual cover trial report to the regulator as part of the Annual Compliance Report.
Coeur submitted an amendment to the Closure Plan in December 2024 that listed an estimated cost of closure of C$136.9 million. This Closure Plan was filed in April 2025, and the surety bond was C$136.9 million.
The current financial asset retirement obligation, based on disturbances as of December 31, 2025, is C$151.8 million.
| 17.4 | Permitting |
|---|
The Rainy River Operations comply with applicable Canadian federal and provincial permitting requirements. The approved permits outline the authority’s requirements for operation of the surface and underground mines, TMA, WRSFs, process plant, water usage, habitat destruction and compensation, and effluents discharge. The operations have received all the permits and authorizations needed to construct major infrastructure and operate (Table 17‑1). However, the periodic dam raises must be permitted annually.
Permit amendments are required for the following additions envisaged in the LOM plan:
| • | NW Trend open pit expansion; |
|---|---|
| • | Underground expansion; |
| --- | --- |
| • | Tailings storage using the NW Trend open pit |
| --- | --- |
Coeur has successfully completed permit amendments in the past, including the annual TMA dam raise, which is authorized through the Ontario Ministry of Mines. This authorization is obtained through the submission of a Notice of Material Change to the Ontario Ministry of Mines who approves it as a material change to the authorized Closure Plan.
The operations must obtain an authorization to complete each annual TMA dam raise, which is authorized through the Ontario Ministry of Mines. This authorization is obtained through the submission of a Notice of Material Change to the Ontario Ministry of Mines who approves it as a material change to the authorized Closure Plan.
A Closure Plan Amendment to include the NW Trend open pit and underground changes is expected to be filed in approximately Q4 2026. All permits for storage of tailings in the Northwest Trend open pit are expected in 2029.
| 17.5 | Social Considerations, Plans, Negotiations and Agreements |
|---|
Coeur is a significant employer in the region and employs most of its staff from the nearby communities. Currently 205 (23%) employees identify as First Nations, and Coeur has entered into formal agreements with communities that are home to 195 of the employees.
Coeur’s Human Rights Policy and Indigenous Peoples Policy set forth the expectation to respect the rights and traditions of Indigenous people where it operates by proactively seeking, engaging, and supporting meaningful dialogue regarding its operations. Coeur, through its New Gold subsidiary, signed Impact Benefit Agreements with the following Indigenous nations:
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| • | Seine River First Nation, the Couchiching First Nation, the Naicatchewenin First Nation, the Mitaanjigamiing First Nation, the Rainy River First Nation, the Lac la Croix First Nation (signed June<br> 24, 2013); |
| --- | --- |
| • | Rainy River First Nation and Naicatchewenin First Nation (signed October 10, 2014); |
| --- | --- |
| • | Metis Nation of Ontario (signed November 25, 2014); |
| --- | --- |
| • | Big Grassy River First Nation (signed January 9, 2015); |
| --- | --- |
| Table 17‑1: | Key Active Permits and Authorizations |
| --- | --- |
| Title | Permit type |
| --- | --- |
| Aggregate dewatering outcrop 3 and Roen Pit | Permit to Take Water |
| Mine dewatering | Permit to Take Water |
| SAR Eastern Whip-poor-will and Bobolink | Endangered Species Act Permit |
| Air and noise | Environmental Compliance Approval |
| Sewage works | Environmental Compliance Approval |
| Fisheries Act 35(2)(b) Authorization (Offset Plan) | Authorization |
| Effluent mixing structure & hydrology gauge | Work Permit – Letter of authority |
| Aggregate resources – Tait Quarry | Aggregate Resources Licence |
| Aggregate resources – Laydown 4 Quarry | Aggregate Resources Licence |
| Fish collection permits | Authorization |
| Wildlife scientific collectors authorization | Authorization |
| Authorization for wildlife interference | Authorization |
| Nuclear substance and radiation device | Nuclear Radiation Licence |
| Electricity wholesaler | Licence |
| Land use | Permit |
| Provincial EA commitments | Environmental Assessment |
| Federal EA commitments | Environmental Assessment |
| Follow-up monitoring Environmental Assessment commitments | Environmental Assessment |
| Final Environmental Assessment commitments | Environmental Assessment |
| Closure plan commitments | Environmental Assessment |
| Occupancy | Municipal Permit |
| • | Naotkamegwanning First Nation (signed April 19, 2017); |
| --- | --- |
| • | Ojibways of Onigaming First Nation (signed May 24, 2017); |
| --- | --- |
| • | Anishinaabeg of Naongashiing First Nation (signed October 21, 2017); |
| --- | --- |
| • | Animikee Wa Zhing 37 First Nation (signed February 13, 2018). |
| --- | --- |
| Effective Date: December 31, 2025 | Page 17-5 |
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary |
|---|
The agreements affirm mutual commitment to the vision of a consent-based, stable, and environmentally responsible relationship regarding Rainy River’s operations and its activities that is respectful of Indigenous title and rights. The agreements identify consent to the project during operations and closure and may consider:
| • | Environmental factors; |
|---|---|
| • | Human resources, employment, and training; |
| --- | --- |
| • | Education; |
| --- | --- |
| • | Business opportunities; |
| --- | --- |
| • | Financial considerations. |
| --- | --- |
Traditional Knowledge and Traditional Land Use studies were conducted in partnership with Indigenous Elders and other knowledge holders in order to better understand traditional practices and environmental knowledge. At the request of Indigenous groups during a pre-start-up site tour, wild rice was planted in two water diversion ponds in 2017. Wild rice has since been growing in the Teeple Diversion Pond.
Traditional Knowledge and Traditional Land Use sessions, held with local Indigenous groups, identified the need to prioritize the inclusion of native species and traditional medicine plant species into closure-plan vegetation studies.
Coeur employs First Nations environmental monitors from two different communities, who participate in the regulatory monitoring program. The monitors provide valued perspective, support to the environmental team, and allow for transparency and visibility with their communities regarding the actions being taken to protect the environment.
| 17.6 | Qualified Person’s Opinion on Adequacy of Current Plans to Address Issues |
|---|
Based on the information provided to the QP by Coeur, there are no material issues known to the QP that will require mitigation activities or allocation of remediation costs in respect of environmental, permitting, closure or social license considerations.
| Effective Date: December 31, 2025 | Page 17-6 |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| 18 | CAPITAL AND OPERATING COSTS |
| --- | --- |
| 18.1 | Introduction |
| --- | --- |
Capital and operating cost estimates in the current budget cycle are at a minimum at a pre-feasibility level of confidence, having an accuracy level of ±25% and a contingency range not exceeding 15%. In later years, capital estimates are based on estimated annual operating requirements and are considered as sustaining capital.
| 18.2 | Capital Cost Estimates |
|---|---|
| 18.2.1 | Basis of Estimate |
| --- | --- |
Capital costs are based on budget estimates from supplier and contractor quotes, engineering designs, maintenance strategies, production plans, and recent operating history.
Underground development cost and initial infrastructure costs are classified as project capital (growth) or sustaining capital costs. A total of US$147.1 million is included in sustaining capital and US$257.1 million is included in growth capital. The US$24.6 million of underground equipment purchases include mobile equipment, fans, dewatering, and electrical equipment.
A total of US$42.7 million in sustaining capital is estimated for three TMA raises, one raise each year for the next three years, which provides sufficient tailings storage capacity for the LOM. Costs are based on physical material replacement requirements and recent unit cost history.
Physical requirements include the placement of non-acid generating waste rock, till, and the production of crushed waste for dam filter elements. Mining costs related to the incremental hauling of waste for TMA construction are capitalized as TMA capital costs.
Other capital projects include mining, processing, and site infrastructure capital. Mining capital primarily includes planned component replacements for mobile equipment. Processing capital is primarily related to component and equipment replacements and improvement projects. Site infrastructure capital includes water management projects and upgrades to camp and dry facilities.
Underground development makes up approximately 58% of LOM's total capital costs. These costs are estimated from first principles based on mine designs and mining schedules, equipment data, consumables estimates, and labor schedules, benchmarked against recent unit cost history. A further 31% of total capital is related to mining equipment, mine infrastructure and other capital, for which the cost estimate is based on engineered quantities and supplier quotes.
| 18.2.2 | Capital Cost Summary |
|---|
Total LOM capital is expected to be approximately US$685 million, including US$239 million of sustaining capital and US$446 million of growth capital, as shown in Table 18-1. Total capital spending significantly declines after three years of the remainder of the LOM plan.
| Effective Date: December 31, 2025 | Page 18-1 |
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|---|---|---|---|---|---|---|---|---|---|---|
| Table 18‑1: | LOM Capital Cost Estimate (US$ M) | |||||||||
| --- | --- | |||||||||
| Category | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | 2033 | 2034 | 2035 | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Sustaining Capital (US millions) | ||||||||||
| Underground development | 16.7 | 10.6 | 14.6 | 7.7 | 8.1 | 9.3 | 45.5 | 15.7 | — | 147.1 |
| Tailings management | 18.6 | 2.7 | — | — | — | — | — | — | — | 42.7 |
| Other | 10.1 | — | — | 4.7 | — | 1.9 | 0.9 | — | — | 47.7 |
| Working capital | 0.6 | (1.2) | 0.1 | 0.4 | 0.6 | (0.5) | (2.0) | 3.8 | — | 1.8 |
| Total sustaining capital | 46.0 | 12.1 | 14.7 | 12.8 | 8.7 | 10.8 | 44.3 | 19.5 | — | 239.3 |
| Growth Capital (US millions) | ||||||||||
| Underground development | 31.7 | 26.5 | 50.9 | 32.0 | 34.1 | 39.3 | — | — | — | 257.1 |
| Underground equipment | 3.6 | 3.3 | 3.4 | 3.0 | 3.0 | — | — | — | — | 24.6 |
| Open Pit Stripping | 76.4 | 49.7 | — | — | — | — | — | — | — | 126.0 |
| Other | 2.9 | 1.8 | 2.4 | 1.9 | 2.0 | — | — | — | — | 17.1 |
| Working capital | 0.6 | 10.0 | (3.2) | 3.4 | (0.4) | — | 6.6 | — | — | 21.2 |
| Total growth capital | 115.1 | 91.3 | 53.5 | 40.3 | 38.6 | 39.3 | 6.6 | — | — | 446.0 |
| Total capital (US millions) | 161.2 | 103.4 | 68.2 | 53.0 | 47.3 | 50.0 | 50.9 | 19.5 | — | 685.4 |
All values are in US Dollars.
Note: Numbers have been rounded.
| 18.3 | Operating Cost Estimates |
|---|---|
| 18.3.1 | Basis of Estimate |
| --- | --- |
Operating costs are based on actual costs incurred at the site and current budget and LOM plan. The production plan drove the calculation of the mining and processing costs, as the mining mobile equipment fleet, workforce, contractors, power, and consumables requirements were calculated based on specific consumption rates.
Open-pit and underground mining costs are derived from the production plan and estimates for labour costs, equipment productivity, maintenance costs and diesel and other consumables. Diesel prices are included in the LOM at an average of US$0.83/L. Underground mining costs per tonne mined decrease from 2026 to 2028, while open-pit mining costs averages US$16.01/t until 2029. Open pit costs past production end (2030+) is related to the rehandling of underground tonnes from the portal to the crusher.
Processing costs are driven by tonnes processed, consumption rates and prices for reagents, consumables and electricity, and plant equipment maintenance strategies. Processing costs average US$10.57/t in 2026–2029 with the mill at full capacity. Coeur participates in various programs as a northern Ontario industrial electricity consumer, benefiting from favourable pricing. Electricity prices are included in the LOM at an average of C$0.05/kWh.
| Effective Date: December 31, 2025 | Page 18-2 |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary |
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General and administrative costs are primarily driven by the level of mining and processing activities on site. Costs decline during the mine life as mining and processing activities decrease. Such costs include camp costs, maintenance of site infrastructure, human resources, finance, environment, community relations, asset protection and security, safety, information technology, supply chain and site management.
Other operating costs include stockpile and production inventory adjustments, transport and refining costs, royalties and production taxes.
| 18.3.2 | Operating Cost Summary |
|---|
The operating cost estimate for the remaining LOM is provided on an annualized and dollar per tonne basis in Table 18‑2.
The LOM operating cost is US$2,673 million, which equates to US$16.01/t mined from the open pit, US$57.08/t mined from underground, and US$61.80/t processed.
| Table 18‑2: | LOM Operating Cost Estimate | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | 2033 | 2034 | 2035 | Total/<br><br> <br>Average | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total Operating Costs (US millions) | ||||||||||
| Open-pit mining | 29.1 | 49.2 | 58.9 | 18.1 | 12.9 | 9.9 | 9.8 | 8.4 | 7.1 | 344.1 |
| Underground mining | 135.6 | 141.1 | 111.8 | 136.0 | 132.9 | 123.1 | 117.4 | 92.5 | 72.7 | 1,191.2 |
| Processing | 97.8 | 97.2 | 90.8 | 65.5 | 27.0 | 25.7 | 24.9 | 25.0 | 16.1 | 572.8 |
| G&A | 47.4 | 34.8 | 27.9 | 25.9 | 23.4 | 23.8 | 22.1 | 21.4 | 18.4 | 303.3 |
| Other | 40.0 | 46.1 | 38.9 | 27.0 | 20.7 | 19.8 | 20.2 | 13.5 | 9.6 | 261.2 |
| Total | 349.9 | 368.3 | 328.2 | 272.4 | 216.9 | 202.3 | 194.4 | 160.8 | 123.9 | 2,672.6 |
| Unit Operating Cost (US/t mined) | ||||||||||
| Open-pit mining | 8.50 | 21.79 | 14.01 | — | — | — | — | — | — | 16.01 |
| Underground mining | 67.35 | 62.90 | 56.41 | 61.33 | 59.25 | 57.93 | 54.02 | 37.50 | 41.44 | 57.08 |
| Unit Operating Costs (US/t processed) | ||||||||||
| Mining | 17.75 | 20.50 | 18.97 | 21.16 | 65.02 | 62.57 | 58.55 | 40.90 | 45.52 | 38.02 |
| Processing | 10.54 | 10.47 | 10.09 | 8.99 | 12.03 | 12.10 | 11.44 | 10.14 | 9.19 | 10.62 |
| G&A | 5.11 | 3.75 | 3.10 | 3.56 | 10.42 | 11.19 | 10.18 | 8.68 | 10.46 | 7.28 |
| Other | 4.31 | 4.96 | 4.32 | 3.70 | 9.24 | 9.32 | 9.29 | 5.45 | 5.44 | 5.88 |
| Total | 37.70 | 39.67 | 36.48 | 37.42 | 96.70 | 95.18 | 89.44 | 65.18 | 70.62 | 61.80 |
All values are in US Dollars.
Note: Numbers have been rounded.
| Effective Date: December 31, 2025 | Page 18-3 |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
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| 19 | ECONOMIC ANALYSIS |
| --- | --- |
| 19.1 | Forward-looking Information |
| --- | --- |
Results of the economic analysis represent forward- looking information that is subject to several known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those presented here.
Other forward-looking statements in this Report include, but are not limited to: statements with respect to future metal prices and concentrate sales contracts; the estimation of mineral reserves and mineral resources; the realization of mineral reserve estimates; the timing and amount of estimated future production; costs of production; capital expenditures; costs and timing of the development of new ore zones; permitting time lines; requirements for additional capital; government regulation of mining operations; environmental risks; unanticipated reclamation expenses; title disputes or claims; and, limitations on insurance coverage.
Factors that may cause actual results to differ from forward-looking statements include: actual results of current reclamation activities; results of economic evaluations; changes in Project parameters as mine and process plans continue to be refined, possible variations in mineral reserves, grade or recovery rates; geotechnical considerations during mining; failure of plant, equipment or processes to operate as anticipated; shipping delays and regulations; accidents, labor disputes and other risks of the mining industry; and, delays in obtaining governmental approvals.
| 19.2 | Methodology Used |
|---|
Coeur records its financial costs on an accrual basis and adheres to U.S. Generally Accepted Accounting Principles (GAAP).
The financial costs used for this analysis are based on the 2026 life of mine budget model, which was built on a zero-based budgeting process that was validated through a historical cost comparison from the previous financial year. Production figures in this Chapter are based on predicted equipment hours and manpower requirements needed to execute the mine plan using actual unit costs, labor rates and may vary from year to year depending on capital and production needs.
Consumables are based upon market projections and contract pricing. Experts and bids are used for capital purchases to ensure that all costs are included in the project to avoid any unbudgeted expenditures.
All financial results are communicated to the site management team. This process results in refinements and agreements as to the validity of the cost, capital, and cash flow results. This is an ongoing process throughout the budget and provides consistency of the results and acceptance of both short- and long-term goals.
Capitalized exploration is determined annually through the corporate office, is discretionary, and therefore not included in the economic analysis. Management fees assessed through the corporate office are not included in the economic analysis.
| Effective Date: December 31, 2025 | Page 19-1 |
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| 19.3 | Financial Model Parameters |
| --- | --- |
| 19.3.1 | Mineral Resource, Mineral Reserve, and Mine Life |
| --- | --- |
The mineral resources are discussed in Chapter 11, and the mineral reserves are discussed in Chapter 12.
The mineral reserves support a mine life of 10 years.
| 19.3.2 | Metallurgical Recoveries |
|---|
Forecast metallurgical recoveries are provided in Chapter 10.
| 19.3.3 | Smelting and Refining Terms |
|---|
Smelting and refining terms for the doré are outlined in Chapter 16. Smelting and refining costs are defined by contracts with Coeur’s primary refiners and customers.
| 19.3.4 | Metal Prices |
|---|
The economic model metal price assumptions are outlined in Table 19‑1.
| 19.3.5 | Capital and Operating Costs |
|---|
Capital and operating cost forecasts price assumptions are outlined in Chapter 18.
Capitalized exploration is determined annually through corporate office and is discretionary and therefore not included in the economic analysis. Management fees assessed through the corporate office are not included in the economic analysis.
| 19.3.6 | Working Capital |
|---|
Working capital based is based upon historical trends for movement in payables and receivables. This is adjusted year over year for changes in spending levels. Historically the spending levels remain constant on a cost per ton basis. Tax payments are adjusted annually for production and sales of gold and silver. Inventory movement is also adjusted annually for production levels. In future years the working capital is adjusted from recent historical values based upon the timing of the remaining mine life. The timing and annual spending at the Rainy River Operations is very consistent on a per tonne basis, and this analysis is used to support the cash flow movements that create the working capital.
| 19.3.7 | Taxes and Royalties |
|---|
Royalties are discussed in Chapter 3.7. Royalties included in the cash flow analysis are based upon gold ounces mined or produced depending upon the agreement.
The tax rates used are set by governmental agencies, and Rainy River Operations remains in compliance.
| Effective Date: December 31, 2025 | Page 19-2 |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | ||||||
|---|---|---|---|---|---|---|
| Table 19‑1: | Metal Price Assumptions | |||||
| --- | --- | |||||
| Metal | Unit | 2026 | 2027 | 2028 | 2029 | 2030+ |
| --- | --- | --- | --- | --- | --- | --- |
| Gold price | US$/oz | 4,550 | 4,000 | 3,800 | 3,600 | 3,100 |
| Silver price | US$/oz | 60.00 | 48.00 | 44.00 | 42.00 | 38.00 |
Currently, Coeur pays no federal income tax due to historic net operating losses.
| 19.3.8 | Closure Costs and Salvage Value |
|---|
Closure costs are summarized in Chapter 17.3.
Closure costs are based upon economic review by the Environmental team. The models used are reviewed internally and validated by external auditors. The closure costs are included in the annual budget LOM. This is reviewed by corporate investment teams.
| 19.3.9 | Financing |
|---|
The economic analysis is based on 100% equity financing and is reported on a 100% project ownership basis.
| 19.3.10 | Inflation |
|---|
The economic analysis assumes constant prices with no inflationary adjustments.
| 19.4 | Economic Analysis |
|---|
The NPV at 5% is $2,635 million. As the cash flow is based on existing operations, considerations of payback and internal rate of return are not relevant.
A summary of the financial results is provided in Table 19‑2. An annualized cash flow statement is provided in Table 19‑3.
The active mining operation ceases in 2035; however, closure costs are estimated to be paid out through 2036. For the purposes of the financial model, all costs incurred beyond 2035 are included in the cash flow in the year 2035.
| 19.5 | Sensitivity Analysis |
|---|
The sensitivity of the Project to changes in metal prices, gold grade, capital costs and operating cost assumptions was tested using a range of 30% above and below the base case values. The NPV sensitivity to these parameters is illustrated in Table 19‑4, with the base case bolded.
| Effective Date: December 31, 2025 | Page 19-3 |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | ||
|---|---|---|
| Table 19‑2: | Cashflow Summary Table | |
| --- | --- | |
| Item | Units | Value |
| --- | --- | --- |
| Revenue | US$ M | 7,800.3 |
| Production costs | US$ M | 3,738.5 |
| Exploration | US$ M | 24.4 |
| Accretion liability | US$ M | 86.9 |
| Total costs and expenses | US$ M | 3,849.8 |
| Interest income | US$ M | 9.9 |
| Intercompany | US$ M | 8.7 |
| EBITDA | US$ M | 3,931.8 |
| Depreciation, Depletion, and Amortization | US$ M | 2,485.6 |
| Income before taxes | US$ M | 1,446.2 |
| Income tax expense (benefit) | US$ M | 660.1 |
| Net income | US$ M | 786.1 |
| Add back amortization | US$ M | 2,485.6 |
| Add back accretion | US$ M | (110.0) |
| Add back other non-cash items | US$ M | 510.4 |
| Operating cash flow before working capital changes | US$ M | 3,672.1 |
| Working Capital | US$ M | 57.1 |
| Operating cash flow | US$ M | 3,729.3 |
| Mining interest | US$ M | (685.4) |
| Payments on capital leases | US$ M | (3.8) |
| Total cash flow | US$ M | 3,040.0 |
| Free Cash Flow | US$ M | 3,043.9 |
| NPV Pre-Tax/After-Tax @5% | US$ M | 3,180/2,635.4 |
Note: AFE = authorization for expenditure; EBITDA = earnings before interest, taxes, depreciation, and amortization. DDA = depletion, depreciation and amortization. Numbers have been rounded.
| Effective Date: December 31, 2025 | Page 19-4 |
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|---|---|---|---|---|---|---|---|---|---|---|---|
| Table 19‑3: | Cashflow Forecast on Annualized Basis (US$ x 1,000,000) | ||||||||||
| --- | --- | ||||||||||
| Item | Units | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | 2033 | 2034 | 2035+ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue | US$ M | 1,620.9 | 1,171.1 | 958.0 | 898.1 | 694.8 | 514.3 | 497.6 | 506.8 | 545.8 | 392.8 |
| Production costs | US$ M | 784.0 | 631.9 | 535.6 | 397.3 | 347.2 | 254.4 | 235.9 | 229.1 | 181.2 | 141.8 |
| Exploration | US$ M | 13.0 | 9.8 | 1.7 | — | — | — | — | — | — | — |
| Accretion liability | US$ M | 6.5 | 6.9 | 7.3 | 7.8 | 8.3 | 8.8 | 9.4 | 10.0 | 10.6 | 11.3 |
| Total costs and expenses | US$ M | 803.5 | 648.6 | 544.6 | 405.1 | 355.5 | 263.2 | 245.2 | 239.1 | 191.9 | 153.1 |
| Interest income | US$ M | 1.0 | 1.0 | 1.0 | 1.0 | 1.0 | 1.0 | 1.0 | 1.0 | 1.0 | 1.0 |
| Intercompany | US$ M | 1.2 | 1.1 | 1.5 | 0.9 | 0.7 | 0.3 | 0.0 | 3.0 | — | — |
| EBITDA | US$ M | 815.2 | 520.5 | 410.9 | 491.2 | 337.6 | 249.8 | 251.3 | 263.7 | 352.9 | 238.6 |
| Depreciation, Depletion, and Amortization | US$ M | 320.9 | 335.9 | 382.8 | 356.5 | 301.2 | 220.6 | 187.1 | 43.1 | 182.7 | 154.8 |
| Income before taxes | US$ M | 494.3 | 184.6 | 28.1 | 134.7 | 36.4 | 29.3 | 64.2 | 220.7 | 170.2 | 83.9 |
| Income tax expense (benefit) | US$ M | 95.9 | 138.0 | 85.4 | 97.4 | 56.2 | 30.7 | 23.6 | 36.2 | 60.1 | 36.6 |
| Net income | US$ M | 398.4 | 46.6 | (57.4) | 37.3 | (19.8) | (1.4) | 40.6 | 184.5 | 110.0 | 47.3 |
| Add back amortization | US$ M | 320.9 | 335.9 | 382.8 | 356.5 | 301.2 | 220.6 | 187.1 | 43.1 | 182.7 | 154.8 |
| Effective Date: December 31, 2025 | Page 19-5 | ||||||||||
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Units | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | 2033 | 2034 | 2035+ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Add back accretion | US$ M | (3.6) | (4.2) | (8.4) | (7.5) | (9.5) | (15.3) | (15.3) | (15.3) | (15.3) | (15.3) |
| Add back other non-cash items | US$ M | 192.0 | 159.7 | 74.8 | 2.4 | 0.1 | 0.0 | 0.0 | 20.6 | 20.4 | 40.4 |
| Operating cash flow before working capital changes | US$ M | 907.7 | 538.0 | 391.9 | 388.7 | 272.0 | 203.8 | 212.4 | 232.8 | 297.8 | 227.1 |
| Working Capital | US$ M | 80.5 | 58.5 | (56.8) | 9.3 | 1.8 | (13.1) | 7.6 | 20.3 | 21.7 | (72.9) |
| Operating cash flow | US$ M | 988.3 | 596.5 | 335.1 | 398.0 | 273.9 | 190.8 | 220.0 | 253.1 | 319.5 | 154.1 |
| Investing activities | US$ M | (131.8) | (161.2) | (103.4) | (68.2) | (53.0) | (47.3) | (50.0) | (50.9) | (19.5) | — |
| Payments on capital leases | US$ M | (3.8) | — | — | — | — | — | — | — | — | — |
| Total cash flow | US$ M | 852.6 | 435.3 | 231.7 | 329.8 | 220.9 | 143.4 | 170.0 | 202.2 | 300.0 | 154.1 |
| Free Cash Flow | US$ M | 856.5 | 435.3 | 231.7 | 329.8 | 220.9 | 143.4 | 170.0 | 202.2 | 300.0 | 154.1 |
Note: EBITDA = earnings before interest, taxes, depreciation, and amortization. DDA = Numbers have been rounded.
| Effective Date: December 31, 2025 | Page 19-6 |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Table 19‑4: | Sensitivity Table (US$ M) | ||||||||
| --- | --- | ||||||||
| Parameters | -30% | -20% | -10% | -5% | 0% | 5% | 10% | 20% | 30% |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Metal price | 700 | 1,345 | 1,990 | 2,313 | 2,635 | 2,958 | 3,281 | 3,926 | 4,571 |
| Operating costs | 3,611 | 3,286 | 2,961 | 2,798 | 2,635 | 2,473 | 2,310 | 1,985 | 1,660 |
| Capital costs | 2,817 | 2,756 | 2,696 | 2,666 | 2,635 | 2,605 | 2,575 | 2,514 | 2,454 |
| Gold grade | 700 | 1,345 | 1,990 | 2,313 | 2,635 | 2,958 | 3,281 | 3,926 | 4,571 |
Note: Numbers have been rounded.
The Project is most sensitive to gold price and gold grade, less sensitive to operating cost increases, and least sensitive to capital expenditure changes.
The primary sensitivity is to the world economy and the effect this has upon gold pricing. Coeur typically ensures that production from the Rainy River Operations is sold in the year that the doré is produced.
| Effective Date: December 31, 2025 | Page 19-7 |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
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| 20 | ADJACENT PROPERTIES |
| --- | --- |
This Chapter is not relevant to this Report.
| Effective Date: December 31, 2025 | Page 20-1 |
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| 21 | OTHER RELEVANT DATA AND INFORMATION |
| --- | --- |
This Chapter is not relevant to this Report.
| Effective Date: December 31, 2025 | Page 21-1 |
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| 22 | INTERPRETATION AND CONCLUSIONS |
| --- | --- |
| 22.1 | Introduction |
| --- | --- |
The QPs note the following interpretations and conclusions within their areas of expertise, based on the review of data available for this Report.
| 22.2 | Mineral Tenure, Surface Rights, Water Rights, Royalties and Agreements |
|---|
Information provided by Coeur’s legal and tenure experts on the mining tenure held by Coeur supports that Coeur has valid title that is sufficient to support mineral resource and mineral reserve estimates.
Coeur holds sufficient surface rights to support current mining operations and mining of mineral reserves.
Environmental liabilities for the Rainy River Operations are typical of those that would be expected to be associated with a mining operation conducted via open-pit and underground mining methods.
The Qualified Person is not aware of any other significant factors and risks that may affect access, title, or the right or ability to perform the proposed work program on the property that are not discussed in this Report.
| 22.3 | Geology and Mineralization |
|---|
The understanding of geological controls, geometry, and grade variability of the auriferous VMS system at Rainy River Operations is sufficient to support estimation of mineral resources and mineral reserves. This understanding benefits from production data acquired since mining began in 2017.
The characteristics of the VMS system associated with gold mineralization are well understood and support both the interpretation of mineral resource domains for estimation purposes and exploration concepts for targeting.
Exploration potential exists within the Rainy River deposit area and surrounding property. Within the mine, exploration potential includes the down-plunge extension of multiple mineralized lenses within the Main Zone, as these zones are all open at depth. Additional in-mine opportunities include testing between known zones for additional mineralization. Beyond the mine, multiple early-stage prospects occur throughout the Rainy River Greenstone Belt, including VMS-style mineralization in the Off Lake area, soil and till anomalies throughout the property, and EM anomalies southeast of the mine.
| 22.4 | Exploration, Drilling, and Sampling |
|---|
The exploration programs completed by Coeur to date and predecessor companies are appropriate for the mineralization styles.
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary |
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The quantity and quality of the lithological, collar and down-hole survey data collected in the exploration program completed are sufficient to support mineral resource estimation. No drilling, sampling, or core recovery issues that could materially affect the accuracy or reliability of the core samples have been identified.
The collected sample data adequately reflect deposit dimensions, true widths of mineralization, and the deposit style.
Sampling is representative of the gold and silver values, reflecting areas of higher and lower grades.
The independent analytical laboratories used by Coeur and predecessor companies, where known, are accredited for selected analytical techniques.
Sample preparation has used procedures and protocols that are/were standard in the industry and has been adequate throughout the history of the Project. Sample analysis uses procedures that are standard in the industry.
The QA/QC programs adequately address issues of precision, accuracy, and contamination, and indicate that the analytical results are adequately accurate, precise, and contamination free to support mineral resource estimation.
The sample preparation, analysis, and security procedures are adequate for use in the estimation of mineral resources.
| 22.5 | Data Verification |
|---|
The Qualified Person is of the opinion that the quality of the analytical data is sufficiently reliable to support mineral resource estimation without limitation on mineral resource confidence categories.
| 22.6 | Metallurgical Testwork |
|---|
Metallurgical testwork completed for the Rainy River Operations is considered adequate to characterize the metallurgical behavior of both open-pit and underground ore and to support the derivation of metallurgical recovery factors used in the mineral reserve estimates. The testwork programs, together with multiple years of operating data, demonstrate that the selected processing flowsheet is suitable for the range of ore types currently included in the LOM plan. Grade-recovery models developed for the various ore types provide a reasonable basis for forecasting gold and silver recoveries. No modifications to the existing processing plant are required to achieve these recoveries under the current mine plan.
Metallurgical assumptions are supported by sustained production performance, and no known deleterious elements or processing characteristics have been identified that would be expected to materially affect economic extraction. The primary metallurgical uncertainty relates to natural variability in ore characteristics across different zones, which may result in localized variations in recovery or throughput; however, this variability is considered to be within the range captured by the testwork programs and historical operating data. Overall, no significant metallurgical risks have been identified that would reasonably be expected to materially affect the confidence in the mineral reserve estimates or the projected economic outcomes.
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|---|---|
| 22.7 | Mineral Resource Estimates |
| --- | --- |
The mineral resource estimate is reported using the definitions set out in SK-1300, and is reported exclusive of those mineral resources converted to mineral reserves.
The reference point for the estimate is in situ.
The estimate is current as at December 31, 2025. The estimate was constrained using reasonable prospects of economic extraction that assumed open pit mining and underground mining methods.
Factors that may affect the mineral resource estimates include: metal price and exchange rate assumptions; changes to the assumptions used to generate the gold equivalent grade cut-off grade; changes in local interpretations of mineralization geometry and continuity of mineralized zones; changes to geological and mineralization shape and geological and grade continuity assumptions; density and domain assignments; changes to geotechnical, mining and metallurgical recovery assumptions; changes to the input and design parameter assumptions that pertain to the assumptions for the conceptual pit shell constraining the estimates; and assumptions as to the continued ability to access the site, retain mineral and surface rights titles, maintain environment and other regulatory permits, and maintain the social license to operate.
There are no other environmental, permitting, legal, title, taxation, socioeconomic, marketing, political or other relevant factors known to the Qualified Person that would materially affect the estimation of Mineral Resources that are not discussed in this Report.
| 22.8 | Mineral Reserve Estimates |
|---|
The mineral reserve estimate is reported using the definitions set out in SK-1300. The reference point for the estimate is the point of delivery to the mill.
The estimate is current as at December 31, 2025.
The Qualified Person is of the opinion that mineral reserves were estimated using industry-accepted practices and are based on conventional open-pit and underground mining assumptions.
Factors that may affect the mineral reserve estimates include variations to the following assumptions: the commodity price; metallurgical recoveries; operating cost estimates, including assumptions as to equipment leasing agreements; geotechnical conditions; hydrogeological conditions; geological and structural interpretations; and the inability to maintain, renew, or obtain environmental and other regulatory permits, to retain mineral and surface right titles, to maintain site access, and to maintain social license to operate. A portion of the reserves are not currently permitted. If the permits are not granted, a portion of the estimated mineral reserves will not be available to mine.
There are no other environmental, legal, title, taxation, socioeconomic, marketing, political or other relevant factors known to the Qualified Person that would materially affect the estimation of mineral reserves that are not discussed in this Report.
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| 22.9 | Mining Methods |
| --- | --- |
Current operations use conventional open-pit truck-and-shovel mining methods and Modified Avoca underground mining methods. Coeur has successfully operated the open-pit and underground mines at Rainy River since 2017 and 2022, respectively.
Phase 4 of the open pit is expected to be completed in 2026. Phase 5 of the open pit is expected to be completed in 2027. NW Trend stripping is planned to commence in 2027 and is expected to extend open pit mining to 2029.
Underground ore production is planned to ramp up to a steady-state capacity of approximately 6,100 t/d by 2027 and extend until the end of 2035.
The planned open-pit and underground mobile equipment fleets are suitable for the selected mining methods. No additional open-pit mining equipment is required to achieve the LOM plan.
Based on current mineral reserves, the Rainy River Operations have a projected mine life of 10 years (2026–2035).
| 22.10 | Recovery Methods |
|---|
The process plant uses conventional processes and equipment. The plant has been in operation since 2017.
Planned processing rates and metallurgical recoveries are aligned with current plant performance. No modifications are required to the processing plant.
The operation has access to an adequate supply of process water and power to support the LOM plan.
| 22.11 | Infrastructure |
|---|
Infrastructure required for current mining operations has been constructed and is operational.
Three dam crest raises are planned for the existing tailings management area in 2026, 2027, and 2028. The final crest elevation of 381.5 m is expected to provide sufficient containment for the projected tailings storage requirements and for operational pond volumes, based on current mineral reserve estimates. This includes utilizing the NW Trend pit for in-pit deposition of 7.3 Mt of tailings.
Open-pit Phase 5 and NW Trend operations are not expected to require additional surface facilities. One additional portal at the western side of the mine is planned to support the underground mine.
| 22.12 | Market Studies |
|---|
The gold-silver doré produced by the Rainy River Operations is readily marketable.
Contract terms are considered to be within industry norms, and typical of similar contracts in Canada.
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Commodity pricing assumptions, marketing assumptions, and current major contract areas are acceptable for use in estimating mineral reserves and in the economic analysis that supports the mineral reserves.
| 22.13 | Environmental, Permitting and Social Considerations |
|---|
The information provided by Coeur’s environmental experts supports that there are adequate baseline data and ongoing environmental studies to understand potential environmental risks and potential mitigations which may be required.
Coeur submitted an amendment to the Closure Plan in December 2024 that listed an estimated cost of closure of C$136.9 million. This Closure Plan was filed in April 2025, and the surety bond was C$136.9 million. The current financial asset retirement obligation, based on disturbances as of December 31, 2025, is C$151.8 million.
Coeur holds all major permits, authorizations and licenses for mine operations at Rainy River, and has received all the permits and authorizations needed to construct major infrastructure and operate. However, periodic dam raises must be permitted annually.
Environmental liabilities for the Rainy River Operations are typical of those that would be expected to be associated with a mining operation conducted via underground and open-pit mining.
Coeur maintains strong relationships with Indigenous partners and collaborates on environmental and business matters.
Coeur has Impact Benefit Agreements with First Nations in the region, those agreements are in good standing.
The Qualified Person is not aware of any other significant environmental or social factors and risks that may affect access, or the right or ability to perform the proposed work program that are not discussed in this Report.
| 22.14 | Capital Cost Estimates |
|---|
Capital costs consists mostly of underground development and growth open-pit stripping, related to the Phase 5 and NW Trend. It also comprises TMA raises, overall infrastructure and mobile equipment.
Capital cost estimates are acceptable to support the mineral reserve estimate. The LOM plan estimated total capital cost is US$685 million.
| 22.15 | Operating Cost Estimates |
|---|
Operating costs are based on actual costs incurred at the site and current budget and LOM plan. The production plan drove the calculation of the mining and processing costs, as the mining mobile equipment fleet, workforce, contractors, power, and consumables requirements were calculated based on specific consumption rates.
Operating cost estimates are acceptable to support the mineral reserve estimate. The LOM plan estimated total operating cost is US$2,673 million, averaging $61.80/t processed.
| Effective Date: December 31, 2025 | Page 22-5 |
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|---|---|
| 22.16 | Economic Analysis |
| --- | --- |
The NPV at 5% is $2,635 million. As the cash flow is based on existing operations, considerations of payback and internal rate of return are not relevant.
The Project is most sensitive to gold price and gold grade, less sensitive to operating cost increases, and least sensitive to capital expenditure changes.
| 22.17 | Risks and Opportunities |
|---|---|
| 22.17.1 | Risks |
| --- | --- |
Factors that may affect the mineral resource and mineral reserve estimates were identified in Chapter 11.15 and Chapter 12.7 respectively.
Other risks noted include:
| • | The mineral reserve estimates are most sensitive to metal prices. Coeur’s current strategy is to sell most of the metal production at spot prices, exposing the company to both positive and negative changes in the<br> market, both of which are outside of the company’s control; |
|---|---|
| • | Geotechnical and hydrological assumptions used in mine planning are based on historical performance, and to date historical performance has been a reasonable predictor of current conditions. Any changes to the<br> geotechnical and hydrological assumptions could affect mine planning, affect capital cost estimates if any major rehabilitation is required due to a geotechnical or hydrological event, affect operating costs due to mitigation measures that<br> may need to be imposed, and impact the economic analysis that supports the mineral reserve estimates; |
| --- | --- |
| • | Additional dilution or ore losses due to overbreak or underbreak from underground stoping; |
| --- | --- |
| • | Shortfall of underground workforce due to a lack of human resources in northern Ontario; |
| --- | --- |
| • | Maintenance of site water volumes and the TMA construction schedule is contingent on the ability to treat water at forecasted rates. If water treatment does not meet the efficiencies required, additional costs for<br> water treatment or water storage may be required. |
| --- | --- |
| 22.17.2 | Opportunities |
| --- | --- |
Opportunities include:
| • | Conversion of some or all of the measured and indicated mineral resources currently reported exclusive of mineral reserves to mineral reserves, with appropriate supporting studies; |
|---|---|
| • | Upgrade of some or all of the inferred mineral resources to higher-confidence categories, such that such better-confidence material could be used in mineral reserve estimation; |
| --- | --- |
| Effective Date: December 31, 2025 | Page 22-6 |
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| • | Additional open-pit pushbacks and satellite pits, with the potential to extend open-pit mine life, keep the mill operating at full capacity for longer, and deferring reclaim of the low-grade stockpile; |
| --- | --- |
| • | In-pit waste rock and tailings storage. |
| --- | --- |
| 22.18 | Conclusions |
| --- | --- |
Under the assumptions in this Report, the operations evaluated show a positive cash flow over the remaining LOM. The mine plan is achievable under the set of assumptions and parameters used.
| Effective Date: December 31, 2025 | Page 22-7 |
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| 23 | RECOMMENDATIONS |
| --- | --- |
The QPs have no material recommendations to make.
| Effective Date: December 31, 2025 | Page 23-1 |
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| 24 | REFERENCES |
| --- | --- |
| 24.1 | Bibliography |
| --- | --- |
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Added Potvin, Y. 1988, “Empirical Open Stope Design in Canada”, PhD Thesis, University of British Columbia, Vancouver, British Columbia, Canada.
Potvin, Y. and Hadjigeorgiou J. 2001, “The Stability Graph Method for Open-Stope Design, Underground Mining Methods: Engineering Fundamentals and International Case Studies”.
Rankin, L.R. 2013, Structural setting of the Rainy River Au mineralization – NW Ontario, Geointerp confidential report 2013/8 prepared for Rainy River Resources Ltd., unpublished report.
Sanborn-Barrie, M. 1991, Structural geology and tectonic history of the eastern Lake of the Woods greenstone belt, Kenora district, northwestern Ontario. Ontario Geological Survey Open File Report 5773,137 p.
| Effective Date: December 31, 2025 | Page 24-6 |
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Siddorn, J. 2007, Structural Investigations, Rainy River Project, Ontario, Canada. Internal presentation by SRK Consulting (Canada) presented to Rainy River personnel, October 2007.
Skempton, A.W. 1954, “The Pore-Pressure Coefficients A and B. Géotechnique”, Vol. 4, No. 4, p. 143-147.
SRK Consulting (Canada) Inc. 2008, Due Diligence Review of the Rainy River Resource Estimate, Ontario, Canada. Project 3CR009.002. Internal Report for Rainy River Resources Ltd.
SRK Consulting (Canada) Inc. 2009, Mineral Resource Evaluation, Rainy River Gold Project, Western Ontario, Canada prepared for Rainy River Resources Ltd. Public document filed on SEDAR, 10 July 2009.
SRK Consulting (Canada) Inc. 2011a, Mineral Resource Evaluation, Rainy River Gold Project, Western Ontario, Canada prepared for Rainy River Resources Ltd. Public document filed on SEDAR, 8 April 2011.
SRK Consulting (Canada) Inc. 2011b, Mineral Resource Evaluation, Rainy River Gold Project, Western Ontario, Canada prepared for Rainy River Resources Ltd., 11 August 2011.
SRK Consulting (Canada) Inc. 2012, Mineral Resource Evaluation, Rainy River Gold Project, Western Ontario, Canada prepared for Rainy River Resources Ltd., 9 April 2012.
SRK Consulting (SRK) 2015, “Rainy River Gold Project 2015 Mineral Resource Update – Lithological Domains”, memorandum prepared for New Gold, 20 August 2015, p. 97.
SRK Consulting (SRK) 2021, “Rainy River Mine – Interim Phase 4 Pit Slope Design Review”, memorandum prepared for New Gold, December 2021, p. 187.
Stark, T.D. and Hussain, M. 2013, “Empirical Correlations: Drained Shear Strength for Slope Stability Analyses”, Journal of Geotechnical and Geoenvironmental Engineering, Vol. 139, No.6, pp. 853-862.
Stoker, P.T. 2006, Newmont Australia technical services sampling notes, AMC report to Australia Technical Services. January 2006, p. 3
Vick, S.G. 1990, “Planning, Design, and Analysis of Tailings Dams”, Vancouver, BC: BiTech Publishers Ltd.
Von Thun and Wiltshire 1983, “Shear Strength of Compacted Cohesive Material Under Earthquake Loading Conditions”, Technical Memorandum No. 222-TS-4.
Wartman, Jakob, M. 2011, “Physical Volcanology and Hydrothermal Alteration of the Rainy River Gold Mine, Northwest Ontario”, 154 pages, http://www.d.umn.edu/geology/research/thesis.html.
Wood Canada Limited 2016, “Rainy River Project, Construction and Operations Phases Geochemical Monitoring Plan”, Version 3, prepared by Amec Foster Wheeler, January 2016, p. 23.
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Wood Canada Limited 2018, “Rainy River Project Annual Groundwater Monitoring Report for 2017”, prepared by Amec Foster Wheeler for New Gold Inc. Project TC111504, March 2018, p. 1,189.
Yang, Kaihui and Scott, Steven D. 2003, Geochemical Relationships of Felsic Magmas to Ore Metals in Massive Sulphide Deposits of the Bathurst Mining Camp, Iberian Pyrite Belt, Hokuroku District, and the Abitibi Belt, 2003, p. 457-478.Yergeau, D. 2015, “Géologie du gisement synvolcanique aurifère atypique Westwood, Abitibi, Québec”; Ph.D. thesis, Institut National de la Recherche Scientifique, centre eau, terre, environnement, Quebec, Quebec, 641 pages.
| 24.2 | Abbreviations and Units of Measure |
|---|---|
| Abbreviation/Symbol | Definition |
| --- | --- |
| ' | minutes (geographic) |
| " | seconds (geographic) |
| # | number |
| % | percent |
| /oz | per troy ounce |
| /t | per tonne |
| < | less than |
| > | greater than |
| µm | micrometer |
| AA | atomic absorption spectroscopy |
| Ag | silver |
| Au | gold |
| AuEq | gold equivalent |
| ft | feet |
| ft^3^ | cubic foot/cubic feet |
| g/t | grams per tonne |
| GPS | global positioning system |
| ha | hectares |
| HP | horsepower |
| HQ | 2.5 inch core size |
| ICP | inductively-couple plasma |
| ID | inverse distance interpolation; number after indicates the power, e.g.. ID^2^ indicates inverse distance to the second power. |
| km | kilometer |
| kV | kilo volt |
| kW | kilo watts |
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| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| Abbreviation/Symbol | Definition |
| --- | --- |
| kWh/t | kilo watts per tonne |
| lb | pound |
| Lbs | pounds |
| LHD | load–haul–dump |
| LOM | life-of-mine |
| M | million |
| m | meter |
| m^3^/h | cubic meters per hour |
| masl | meters above sea level |
| mesh | size based on the number of openings in one inch of screen |
| mm | millimeter |
| Mm^3^ | million cubic meters |
| Mst/a | million tons per year |
| Mt | million tonnes |
| Mt/a | million tonnes per year |
| MWh | megawatt |
| NAG | non-acid generating |
| NN | nearest-neighbor |
| NPI | net profits interest |
| NPV | net present value |
| NSR | net smelter return |
| º | degrees |
| ºC | degrees Celcius |
| OK | ordinary kriging |
| oz | ounce/ounces (troy ounce) |
| oz/st | ounces per ton |
| P.Eng. | Professional Engineer |
| P.Geo. | Professional Geologist |
| PAG | potentially acid generating |
| pH | measure of the acidity or alkalinity of a solution |
| ppm | parts per million |
| QA/QC | quality assurance and quality control |
| QP | Qualified Person |
| RC | reverse circulation |
| ROM | run-of-mine |
| RQD | rock quality designation |
| SAG | semi-autogenous grind |
| SMU | selective mining unit |
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|---|---|
| Abbreviation/Symbol | Definition |
| --- | --- |
| SO2 | sulphur dioxide |
| st | ton, meaning US ton (short ton), 2,000 pounds |
| st/ft^3^ | tons per cubic foot |
| st/h | tons per hour |
| t/d | tonnes per day |
| TMA | tailings management area |
| UTM | Universal Transverse Mercator |
| VMS | volcanogenic massive sulphide |
| WRSF | waste rock storage facility |
| µ | micron |
| a | annum |
| A | ampere |
| BWi | Bond Work Index |
| C$ | Canadian dollars |
| cfm | cubic feet per minute |
| cm | centimetre |
| cm2 | square centimetre |
| CWi | crusher work index |
| d | day |
| F80 | 80% passing size of the circuit feed, in microns |
| g | gram |
| g/L | gram per litre |
| g/t | gram per tonne |
| Ga | giga annum (billion years) |
| ha | hectare |
| hp | horsepower |
| k | kilo (thousand) |
| kg | kilogram |
| kcfm | thousand cubic feet per minute |
| km | kilometre |
| km2 | square kilometre |
| kW | kilowatt |
| kWh | kilowatt-hour |
| L | litre |
| m | metre |
| M | mega (million) |
| m2 | square metre |
| m3 | cubic metre |
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|---|---|
| Abbreviation/Symbol | Definition |
| --- | --- |
| m3/h | cubic metres per hour |
| masl | metres above sea level |
| mg | milligram |
| mm | millimetre |
| Mt | million tonnes |
| MPa | megapascal |
| MVA | megavolt-amperes |
| MW | megawatt |
| MWh | megawatt-hour |
| oz | troy ounce |
| P80 | 80% passing size of the circuit product, in microns |
| PM | particulate matter |
| PM2.5 | airborne particulate matter smaller than 2.5 µm |
| ppb | part per billion |
| ppm | part per million |
| s | second |
| t | metric tonnes |
| tpa | tonnes per year |
| tpd | tonnes per calendar day |
| tpod | tonnes per operating day |
| tph | tonnes per hour |
| US$ | United States dollar |
| W | watt |
| wt% | weight percent |
| 3D | three-dimensional |
| AA | atomic absorption |
| AEP | annual exceedance probability |
| Ag | silver |
| ANFO | ammonium nitrate / fuel oil (explosive) |
| ARD | acid rock drainage |
| As | arsenic |
| Au | gold |
| AuEq | gold equivalent |
| Azi. | azimuth |
| ca. | circa |
| CIP | carbon in pulp |
| CMS | cavity-monitoring system |
| COG | cut-off grade |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| Abbreviation/Symbol | Definition |
| --- | --- |
| CoV | coefficient of variation |
| Cu | copper |
| DH | drill hole |
| DSO | Deswik Stope Optimizer |
| ECA | Environmental Compliance Approval |
| EDF | environmental design flood |
| EDL | effluent discharge location |
| ELOS | equivalent linear overbreak slough |
| EMRS | east mine rock stockpile |
| EMS | Environmental Management System |
| EOM | end of mine |
| EOR | engineer of record |
| ESS | electrical cutouts |
| FW | footwall |
| Fe | iron |
| GRG | gravity-recoverable gold |
| FS | Feasibility Study |
| FOS | factor of safety |
| G&A | general and administrative |
| HGO | high-grade ore |
| HHERA | Human Health and Ecological Risk Assessment |
| HSRC | Health, Safety and Reclamation Code |
| HW | hanging wall |
| ID^2^ | inverse distance weighting to the second power |
| IDF | inflow design flood |
| InSAR | interferometric synthetic aperture radar |
| ITRB | Independent Tailings Review Board |
| LGO | low-grade ore |
| LHD | load-haul-dump |
| LOM | life of mine |
| LTE | long-term evolution |
| MAC | Mining Association of Canada |
| MAG | magnetic |
| Mg | magnesium |
| max | maximum |
| MGO | medium-grade ore |
| min | minimum |
| MMI | mobile metal ion |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| Abbreviation/Symbol | Definition |
| --- | --- |
| MOWL | maximum operating water level |
| NaCN | cyanide |
| MR | mining rights |
| NN | nearest neighbour |
| NAG | non-acid generating |
| NOWL | normal operating water level |
| NPAG | non-potentially acid-generating |
| NSERC | Natural Sciences and Engineering<br><br> <br>Research Council |
| OES | optical emission spectroscopy |
| OK | ordinary kriging |
| OMC | Orway Mineral Consultants |
| OP | open pit |
| P.Eng. | Professional Engineer |
| P.Geo. | Professional Geologist |
| PAG | potentially acid generating |
| PEA | Preliminary Economic Assessment |
| PIN | Property Identification Number |
| PM2.5 | fine particulate matter in air that are 2.5 micrometers or less in diameter |
| PWQO | provincial water quality objectives |
| QA | quality assurance |
| QC | quality control |
| QPO | Qualitative Performance Objective |
| RC | reverse circulation |
| ROM | run-of-mine |
| RSD | relative standard deviation |
| RQD | rock quality designation |
| S | sulphur |
| SABC | semi-autogenous ball-milling-crushing |
| SAG | semi-autogenous grinding |
| S-major | semi-major |
| SMC | semi-autogenous mill comminution |
| SMU | selective mining unit |
| SPDC | stockpile pond diversion channel |
| SPI | SAG Power Index |
| SR | surface rights |
| Struct. | structure |
| SWIR | short-wavelength infrared |
| Effective Date: December 31, 2025 | Page 24-13 |
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|---|---|
| Abbreviation/Symbol | Definition |
| --- | --- |
| TARP | Trigger Action Response Plan |
| TMA | tailings management area |
| TSM | Towards Sustainable Mining, a standard of the MAC |
| TSS | total suspended solids |
| UAV | unmanned aerial vehicle |
| UG | underground |
| VFD | variable frequency drive |
| VMS | volcanogenic massive sulphide |
| VO | variable orientation |
| WMP | water management pond |
| WMRS | west mine rock stockpile |
| WST | Whiteshell till |
| 24.3 | Glossary of Terms |
| --- | --- |
| Term | Definition |
| --- | --- |
| acid rock drainage/ acid mine drainage | Characterized by low pH, high sulfate, and high iron and other metal species. |
| amphibolite | A rock composed largely or dominantly of minerals of the amphibole group |
| ANFO | A free-running explosive used in mine blasting made of 94% prilled aluminum nitrate and 6% No. 3 fuel oil. |
| aquifer | A geologic formation capable of transmitting significant quantities of groundwater under normal hydraulic gradients. |
| argillic alteration | Introduces any one of a wide variety of clay minerals, including kaolinite, smectite and illite. Argillic alteration is generally a low temperature event, and some may occur in atmospheric conditions |
| azimuth | The direction of one object from another, usually expressed as an angle in degrees relative to true north. Azimuths are usually measured in the clockwise direction; thus, an azimuth of 90 degrees indicates<br> that the second object is due east of the first. |
| batholith | A very large igneous intrusion extending deep in the earth's crust |
| bullion | Unrefined gold and/or silver mixtures that have been melted and cast into a bar or ingot. |
| calc-alkaline | Rich in alkaline earths (magnesia and calcium oxide) and alkali metals. The diverse rock types in the calc-alkaline series include volcanic types such as basalt, andesite, dacite, rhyolite, and also their<br> coarser-grained intrusive equivalents (gabbro, diorite, granodiorite, and granite). |
| carbon-in-column (CIC) | A method of recovering gold and silver from pregnant solution from the heap leaching process by adsorption of the precious metals onto fine carbon suspended by up-flow of solution through a tank. |
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|---|---|
| Term | Definition |
| --- | --- |
| carbon-in-pulp (CIP) | The sequential leach then absorption of gold from ore. During the CIP stage, pulp flows through several agitated tanks where sodium cyanide and oxygen have been added to dissolve gold into solution. In the<br> absorption stage, this solution flows through several agitated tanks containing activated carbon. Gold absorbs onto the activated carbon, which flows countercurrent to the pulp, while screens separate the barren pulp from the<br> gold-loaded carbon |
| comminution/crushing/grinding | Crushing and/or grinding of ore by impact and abrasion. Usually, the word "crushing" is used for dry methods and "grinding" for wet methods. Also, "crushing" usually denotes reducing the size of coarse<br> rock while "grinding" usually refers to the reduction of the fine sizes. |
| cut-off grade | A grade level below which the material is not “ore” and considered to be uneconomical to mine and process. The minimum grade of ore used to establish reserves. |
| cyanidation | A method of extracting gold or silver by dissolving it in a weak solution of sodium cyanide. |
| data verification | The process of confirming that data has been generated with proper procedures, has been accurately transcribed from the original source and is suitable to be used for mineral resource and mineral reserve<br> estimation |
| density | The mass per unit volume of a substance, commonly expressed in grams/ cubic centimeter. |
| dilution | Waste of low-grade rock which is unavoidably removed along with the ore in the mining process. |
| diorite | An intrusive igneous rock formed by the slow cooling underground of magma (molten rock) that has a moderate content of silica and a relatively low content of alkali metals |
| doré | A bar composed of a mixture of precious metals, typically gold and silver |
| easement | Areas of land owned by the property owner, but in which other parties, such as utility companies, may have limited rights granted for a specific purpose. |
| elution | Recovery of the gold from the activated carbon into solution before zinc precipitation or electro-winning. |
| encumbrance | An interest or partial right in real property which diminished the value of ownership, but does not prevent the transfer of ownership. Mortgages, taxes and judgements are encumbrances known as liens.<br> Restrictions, easements, and reservations are also encumbrances, although not liens. |
| feasibility study | A feasibility study is a comprehensive technical and economic study of the selected development option for a mineral project, which includes detailed assessments of all applicable modifying factors, as defined by this section,<br> together with any other relevant operational factors, and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is economically viable. The results of the study may serve as the<br> basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project.<br><br> <br>A feasibility study is more comprehensive, and with a higher degree of accuracy, than a pre-feasibility study. It must contain mining, infrastructure, and process designs completed with sufficient rigor to serve as the basis for<br> an investment decision or to support project financing. |
| felsic | Silicate minerals, magma, and rocks which are enriched in the lighter elements such as silicon, oxygen, aluminium, sodium, and potassium |
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|---|---|
| Term | Definition |
| --- | --- |
| flowsheet | The sequence of operations, step by step, by which ore is treated in a milling, concentration, or smelting process. |
| gangue | The fraction of ore rejected as tailing in a separating process. It is usually the valueless portion, but may have some secondary commercial use |
| granite | A coarse-grained (phaneritic) intrusive igneous rock composed mostly of quartz, alkali feldspar, mica and plagioclase |
| granodiorite | A coarse-grained (phaneritic) intrusive igneous rock similar to granite, but containing more plagioclase feldspar than orthoclase feldspar |
| greenschist | A laminated metamorphic rock characterized by muscovite, quartz, and chlorite |
| heap leaching | A process whereby valuable metals, usually gold and silver, are leached from a heap or pad of crushed ore by leaching solutions percolating down through the heap and collected from a sloping, impermeable<br> liner below the pad. |
| igneous | Rocks or minerals formed by the cooling and hardening of magma or molten lava |
| indicated mineral resource | An indicated mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The term adequate<br> geological evidence means evidence that is sufficient to establish geological and grade or quality continuity with reasonable certainty. The level of geological certainty associated with an indicated mineral resource is sufficient<br> to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. |
| inferred mineral resource | An inferred mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The term limited geological evidence means evidence<br> that is only sufficient to establish that geological and grade or quality continuity is more likely than not. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical<br> and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability.<br><br> <br>A qualified person must have a reasonable expectation that the majority of inferred mineral resources could be upgraded to indicated or measured mineral resources with continued exploration; and should be able to defend the basis<br> of this expectation before his or her peers. |
| initial assessment | An initial assessment is a preliminary technical and economic study of the economic potential of all or parts of mineralization to support the disclosure of mineral resources. The<br> initial assessment must be prepared by a qualified person and must include appropriate assessments of reasonably assumed technical and economic factors, together with any other relevant operational factors, that are necessary to<br> demonstrate at the time of reporting that there are reasonable prospects for economic extraction. An initial assessment is required for disclosure of mineral resources but cannot be used as the basis for disclosure of mineral<br> reserves |
| internal rate of return (IRR) | The rate of return at which the Net Present Value of a project is zero; the rate at which the present value of cash inflows is equal to the present value of the cash outflows. |
| Effective Date: December 31, 2025 | Page 24-16 |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| Term | Definition |
| --- | --- |
| kinetic | Relating to or resulting from motion |
| lacustrine | Relating to, formed in, living in, or growing in lakes |
| Lerchs–Grossmann | An algorithm used to select the optimum design for an open pit mine. |
| life of mine (LOM) | Number of years that the operation is planning to mine and treat ore, and is taken from the current mine plan based on the current evaluation of ore reserves. |
| mafic | Felating to, denoting, or containing a group of dark-colored, mainly ferromagnesian minerals such as pyroxene and olivine |
| measured mineral resource | A measured mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The term conclusive<br> geological evidence means evidence that is sufficient to test and confirm geological and grade or quality continuity. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified<br> person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. |
| merger | A voluntary combination of two or more companies whereby both stocks are merged into one. |
| Merrill-Crowe (M-C) circuit | A process which recovers precious metals from solution by first clarifying the solution, then removing the air contained in the clarified solution, and then precipitating the gold and silver from the<br> solution by injecting zinc dust into the solution. The valuable sludge is collected in a filter press for drying and further treatment |
| metasediment | Sedimentary rock that has undergone metamorphism |
| mineral reserve | A mineral reserve is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it<br> is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.<br><br> <br>The determination that part of a measured or indicated mineral resource is economically mineable must be based on a preliminary feasibility (pre-feasibility) or feasibility study, as defined by this section, conducted by a<br> qualified person applying the modifying factors to indicated or measured mineral resources. Such study must demonstrate that, at the time of reporting, extraction of the mineral reserve is economically viable under reasonable<br> investment and market assumptions. The study must establish a life of mine plan that is technically achievable and economically viable, which will be the basis of determining the mineral reserve.<br><br> <br>The term economically viable means that the qualified person has determined, using a discounted cash flow analysis, or has otherwise analytically determined, that extraction of the mineral reserve is economically viable under<br> reasonable investment and market assumptions.<br><br> <br>The term investment and market assumptions includes all assumptions made about the prices, exchange rates, interest and discount rates, sales volumes, and costs that are necessary to determine the economic viability of the<br> mineral reserves. The qualified person must use a price for each commodity that provides a reasonable basis for establishing that the project is economically viable. |
| Effective Date: December 31, 2025 | Page 24-17 |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| Term | Definition |
| --- | --- |
| mineral resource | A mineral resource is a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction.<br><br> <br>The term material of economic interest includes mineralization, including dumps and tailings, mineral brines, and other resources extracted on or within the earth’s crust. It does not include oil and gas resources as defined in<br> Regulation S-X (§210.4-10(a)(16)(D) of this chapter), gases (e.g., helium and carbon dioxide), geothermal fields, and water.<br><br> <br>When determining the existence of a mineral resource, a qualified person, as defined by this section, must be able to estimate or interpret the location, quantity, grade or quality continuity, and other geological characteristics<br> of the mineral resource from specific geological evidence and knowledge, including sampling; and conclude that there are reasonable prospects for economic extraction of the mineral resource based on an initial assessment, as defined<br> in this section, that he or she conducts by qualitatively applying relevant technical and economic factors likely to influence the prospect of economic extraction. |
| mining claim | A description by boundaries of real property in which metal ore and/or minerals may be located. |
| modifying factors | The factors that a qualified person must apply to indicated and measured mineral resources and then evaluate in order to establish the economic viability of mineral reserves. A qualified person must apply<br> and evaluate modifying factors to convert measured and indicated mineral resources to proven and probable mineral reserves. These factors include, but are not restricted to: mining; processing; metallurgical; infrastructure;<br> economic; marketing; legal; environmental compliance; plans, negotiations, or agreements with local individuals or groups; and governmental factors. The number, type and specific characteristics of the modifying factors applied will<br> necessarily be a function of and depend upon the mineral, mine, property, or project. |
| monzodiorite | An intrusive rock with a composition intermediate between diorite and monzonite |
| monzonite | A granular igneous rock composed of plagioclase and orthoclase in about equal quantities |
| net smelter return royalty (NSR) | A defined percentage of the gross revenue from a resource extraction operation, less a proportionate share of transportation, insurance, and processing costs. |
| open pit | A mine that is entirely on the surface. Also referred to as open-cut or open-cast mine. |
| ounce (oz) (troy) | Used in imperial statistics. A kilogram is equal to 32.1507 ounces. A troy ounce is equal to 31.1035 grams. |
| plant | A group of buildings, and especially to their contained equipment, in which a process or function is carried out; on a mine it will include warehouses, hoisting equipment, compressors, repair shops,<br> offices, mill or concentrator. |
| potassic alteration | A relatively high temperature type of alteration which results from potassium enrichment. Characterized by biotite, K-feldspar, adularia. |
| Effective Date: December 31, 2025 | Page 24-18 |
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| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| Term | Definition |
| --- | --- |
| preliminary feasibility study, pre-feasibility study | A preliminary feasibility study (prefeasibility study) is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a qualified person has<br> determined (in the case of underground mining) a preferred mining method, or (in the case of surface mining) a pit configuration, and in all cases has determined an effective method of mineral processing and an effective plan to<br> sell the product.<br><br> <br>A pre-feasibility study includes a financial analysis based on reasonable assumptions, based on appropriate testing, about the modifying factors and the evaluation of any other relevant factors that are sufficient for a qualified<br> person to determine if all or part of the indicated and measured mineral resources may be converted to mineral reserves at the time of reporting. The financial analysis must have the level of detail necessary to demonstrate, at the<br> time of reporting, that extraction is economically viable |
| probable mineral reserve | A probable mineral reserve is the economically mineable part of an indicated and, in some cases, a measured mineral resource. For a probable mineral reserve, the qualified person’s confidence in the<br> results obtained from the application of the modifying factors and in the estimates of tonnage and grade or quality is lower than what is sufficient for a classification as a proven mineral reserve, but is still sufficient to<br> demonstrate that, at the time of reporting, extraction of the mineral reserve is economically viable under reasonable investment and market assumptions. The lower level of confidence is due to higher geologic uncertainty when the<br> qualified person converts an indicated mineral resource to a probable reserve or higher risk in the results of the application of modifying factors at the time when the qualified person converts a measured mineral resource to a<br> probable mineral reserve. A qualified person must classify a measured mineral resource as a probable mineral reserve when his or her confidence in the results obtained from the application of the modifying factors to the measured<br> mineral resource is lower than what is sufficient for a proven mineral reserve. |
| propylitic | Characteristic greenish colour. Minerals include chlorite, actinolite and epidote. Typically contains the assemblage quartz-chlorite-carbonate |
| proven mineral reserve | A proven mineral reserve is the economically mineable part of a measured mineral resource. For a proven mineral reserve, the qualified person has a high degree of confidence in the results obtained from<br> the application of the modifying factors and in the estimates of tonnage and grade or quality. A proven mineral reserve can only result from conversion of a measured mineral resource. |
| qualified person | A qualified person is an individual who is a mineral industry professional with at least five years of relevant experience in the type of mineralization and type of deposit under consideration and in the specific type of activity<br> that person is undertaking on behalf of the registrant; and an eligible member or licensee in good standing of a recognized professional organization at the time the technical report is prepared.<br><br> <br>For an organization to be a recognized professional organization, it must:<br><br> <br>(A) Be either:<br><br> <br>(1) An organization recognized within the mining industry as a reputable professional association, or<br><br> <br>(2) A board authorized by U.S. federal, state or foreign statute to regulate professionals in the mining, geoscience or related field;<br><br> <br>(B) Admit eligible members primarily on the basis of their academic qualifications and experience;<br><br> <br>(C) Establish and require compliance with professional standards of competence and ethics;<br><br> <br>(D) Require or encourage continuing professional development;<br><br> <br>(E) Have and apply disciplinary powers, including the power to suspend or expel a member regardless of where the member practices or resides; and;<br><br> <br>(F) Provide a public list of members in good standing. |
| Effective Date: December 31, 2025 | Page 24-19 |
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| Term | Definition |
| --- | --- |
| reclamation | The restoration of a site after mining or exploration activity is completed. |
| refining | A high temperature process in which impure metal is reacted with flux to reduce the impurities. The metal is collected in a molten layer and the impurities in a slag layer. Refining results in the<br> production of a marketable material. |
| refractory | Gold mineralization normally requiring more sophisticated processing technology for extraction, such as roasting or autoclaving under pressure. |
| rheology | The study of the deformation and flow of matter, focusing on the relationships between stress, strain, temperature, and time |
| rock quality designation (RQD) | A measure of the competency of a rock, determined by the number of fractures in a given length of drill core. For example, a friable ore will have many fractures and a low RQD. |
| royalty | An amount of money paid at regular intervals by the lessee or operator of an exploration or mining property to the owner of the ground. Generally based on a specific amount per tonne or a percentage of the<br> total production or profits. Also, the fee paid for the right to use a patented process. |
| run-of-mine (ROM) | Rehandle where the raw mine ore material is fed into the processing plant’s system, usually the crusher. This is where material that is not direct feed from the mine is stockpiled for later feeding.<br> Run-of-mine relates to the rehandle being for any mine material, regardless of source, before entry into the processing plant’s system. |
| sanukitoid | Monzodioritic to monzogranitic rocks |
| stockpile | Large piles of mined or processed materials like ore or coal, stored for later use |
| strip ratio | The ratio of waste tons to ore tons mined calculated as total tonnes mined less ore tonnes mined divided by ore tonnes mined. |
| terrane | A fault-bounded area or region with a distinctive stratigraphy, structure, and geological history |
| tholeiite | Fine-grained extrusive igneous rock, a basalt that contains plagioclase feldspar (labradorite), clinopyroxene (augite with pigeonite), and iron ore (magnetite and ilmenite). Tholeiitic lavas often contain<br> glass, but little or no olivine. |
| till | Unsorted material deposited directly by glacial ice and showing no stratification |
| Effective Date: December 31, 2025 | Page 24-20 |
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| Term | Definition |
| --- | --- |
| tonalite | Igneous, plutonic (intrusive) rock, of felsic composition, with phaneritic (coarse-grained) texture, consisting of quartz, andesine, and small amounts of orthoclase |
| transpression | A wrench or transcurrent shear accompanied by horizontal shortening across, and vertical lengthening along, the shear plane |
| VMS | Stratabound accumulations of sulphide minerals that precipitated at or near the sea floor |
| Effective Date: December 31, 2025 | Page 24-21 |
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| 25 | RELIANCE ON INFORMATION PROVIDED BY THE REGISTRANT |
| --- | --- |
| 25.1 | Introduction |
| --- | --- |
The QPs fully relied on the registrant for the guidance in the areas noted in the following sub-sections. As the operations have been in production for nine years, under New Gold, now Coeur’s management, the registrant has considerable experience in this area.
The QPs took undertook checks that the information provided by the registrant was suitable to be used in the Report.
| 25.2 | Macroeconomic Trends |
|---|---|
| • | Information relating to inflation, interest rates, discount rates, taxes. |
| --- | --- |
This information is used in the economic analysis in Chapter 19. It supports the mineral resource estimate in Chapter 11, and the mineral reserve estimate in Chapter 12.
| 25.3 | Markets |
|---|---|
| • | Information relating to market studies/markets for product, market entry strategies, marketing and sales contracts, product valuation, product specifications, refining and treatment charges,<br> transportation costs, agency relationships, material contracts (e.g. mining, concentrating, smelting, refining, transportation, handling, hedging arrangements, and forward sales contracts), and contract status (in place,<br> renewals). |
| --- | --- |
This information is used when discussing the market, commodity price and contract information in Chapter 16, and in the economic analysis in Chapter 19. It supports the mineral resource estimate in Chapter 11, and the mineral reserve estimate in Chapter 12.
| 25.4 | Legal Matters |
|---|---|
| • | Information relating to the corporate ownership interest, the mineral tenure (concessions, payments to retain, obligation to meet expenditure/reporting of work conducted), surface rights, water rights<br> (water take allowances), royalties, encumbrances, easements and rights-of-way, violations and fines, permitting requirements, ability to maintain and renew permits |
| --- | --- |
This information is used in support of the property ownership information in Chapter 3, the permitting and closure discussions in Chapter 17, and the economic analysis in Chapter 19. It supports the mineral resource estimate in Chapter 11, and the mineral reserve estimate in Chapter 12.
| Effective Date: December 31, 2025 | Page 25-1 |
|---|
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | |
|---|---|
| 25.5 | Environmental Matters |
| --- | --- |
| • | Information relating to baseline and supporting studies for environmental permitting, environmental permitting and monitoring requirements, ability to maintain and renew permits, emissions controls,<br> closure planning, closure and reclamation bonding and bonding requirements, sustainability accommodations, and monitoring for and compliance with requirements relating to protected areas and protected species. |
| --- | --- |
This information is used when discussing property ownership information in Chapter 3, the permitting and closure discussions in Chapter 17, and the economic analysis in Chapter 19. It supports the mineral resource estimate in Chapter 11, and the mineral reserve estimate in Chapter 12.
| 25.6 | Stakeholder Accommodations |
|---|---|
| • | Information relating to social and stakeholder baseline and supporting studies, relationships with the local ski areas, hiring and training policies for workforce from local communities, partnerships<br> with stakeholders (including national, regional, and state mining associations; trade organizations; fishing organizations; state and local chambers of commerce; economic development organizations; non-government organizations;<br> and, state and federal governments), and the community relations plan. |
| --- | --- |
This information is used in the social and community discussions in Chapter 17, and the economic analysis in Chapter 19. It supports the mineral resource estimate in Chapter 11, and the mineral reserve estimate in Chapter 12.
| 25.7 | Governmental Factors |
|---|---|
| • | Information relating to taxation and royalty considerations at the Project level, monitoring requirements and monitoring frequency, and bonding requirements. |
| --- | --- |
This information is used in the economic analysis in Chapter 19. It supports the mineral resource estimate in Chapter 11, and the mineral reserve estimate in Chapter 12.
| Effective Date: December 31, 2025 | Page 25-2 |
|---|
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | ||
|---|---|---|
| APPENDIX A – UNPATENTED CLAIMS | ||
| --- | ||
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 100482 | 26-Jun-2026 | Single Cell Mining Claim |
| 100489 | 11-Jan-2027 | Single Cell Mining Claim |
| 100490 | 11-Jan-2027 | Single Cell Mining Claim |
| 100496 | 27-Oct-2026 | Single Cell Mining Claim |
| 100559 | 02-Dec-2026 | Single Cell Mining Claim |
| 100560 | 02-Dec-2026 | Single Cell Mining Claim |
| 100839 | 15-Oct-2026 | Single Cell Mining Claim |
| 100995 | 26-Oct-2026 | Single Cell Mining Claim |
| 101019 | 28-Jan-2027 | Single Cell Mining Claim |
| 101040 | 13-Feb-2027 | Single Cell Mining Claim |
| 101087 | 26-Oct-2026 | Single Cell Mining Claim |
| 101262 | 26-Jun-2026 | Boundary Cell Mining Claim |
| 101271 | 22-Nov-2026 | Single Cell Mining Claim |
| 101300 | 04-May-2026 | Single Cell Mining Claim |
| 101425 | 15-Oct-2026 | Single Cell Mining Claim |
| 101426 | 22-Nov-2026 | Single Cell Mining Claim |
| 101427 | 22-Nov-2026 | Single Cell Mining Claim |
| 101513 | 06-May-2026 | Single Cell Mining Claim |
| 101520 | 26-Oct-2026 | Single Cell Mining Claim |
| 101521 | 26-Oct-2026 | Single Cell Mining Claim |
| 101522 | 26-Oct-2026 | Single Cell Mining Claim |
| 101550 | 26-Oct-2026 | Single Cell Mining Claim |
| 101646 | 22-Nov-2026 | Single Cell Mining Claim |
| 101647 | 22-Nov-2026 | Single Cell Mining Claim |
| 101678 | 26-Oct-2026 | Single Cell Mining Claim |
| 101680 | 26-Oct-2026 | Single Cell Mining Claim |
| 101681 | 26-Oct-2026 | Single Cell Mining Claim |
| 101682 | 26-Oct-2026 | Single Cell Mining Claim |
| 101701 | 22-Nov-2026 | Single Cell Mining Claim |
| 101818 | 13-Feb-2027 | Single Cell Mining Claim |
| 101846 | 01-Mar-2025 | Single Cell Mining Claim |
| 101917 | 15-Oct-2026 | Single Cell Mining Claim |
| 101958 | 16-May-2026 | Single Cell Mining Claim |
| 101980 | 22-Nov-2026 | Single Cell Mining Claim |
| 101995 | 19-Apr-2026 | Single Cell Mining Claim |
| 101996 | 19-Apr-2026 | Single Cell Mining Claim |
| 102013 | 28-Jan-2027 | Single Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 102048 | 22-Nov-2026 | Single Cell Mining Claim |
| --- | --- | --- |
| 102051 | 06-May-2026 | Single Cell Mining Claim |
| 102052 | 06-May-2026 | Single Cell Mining Claim |
| 102588 | 26-Oct-2026 | Single Cell Mining Claim |
| 102697 | 11-Jul-2026 | Single Cell Mining Claim |
| 102698 | 11-Jul-2026 | Single Cell Mining Claim |
| 102699 | 04-May-2026 | Single Cell Mining Claim |
| 102723 | 04-Aug-2026 | Single Cell Mining Claim |
| 102758 | 11-Jan-2027 | Single Cell Mining Claim |
| 102777 | 02-Jun-2026 | Single Cell Mining Claim |
| 102832 | 08-May-2026 | Single Cell Mining Claim |
| 102833 | 08-May-2026 | Single Cell Mining Claim |
| 102834 | 11-Jul-2026 | Single Cell Mining Claim |
| 102900 | 02-Jun-2026 | Single Cell Mining Claim |
| 102901 | 11-Jul-2026 | Single Cell Mining Claim |
| 102920 | 25-May-2026 | Single Cell Mining Claim |
| 103071 | 13-Oct-2026 | Single Cell Mining Claim |
| 103072 | 13-Oct-2026 | Single Cell Mining Claim |
| 103175 | 11-Jul-2026 | Single Cell Mining Claim |
| 103211 | 02-Jun-2026 | Single Cell Mining Claim |
| 107516 | 13-Jun-2026 | Single Cell Mining Claim |
| 108292 | 26-Jan-2027 | Single Cell Mining Claim |
| 110923 | 13-Jun-2026 | Single Cell Mining Claim |
| 114878 | 01-Mar-2025 | Single Cell Mining Claim |
| 115763 | 02-Dec-2026 | Single Cell Mining Claim |
| 115791 | 27-Oct-2026 | Single Cell Mining Claim |
| 115792 | 27-Oct-2026 | Single Cell Mining Claim |
| 115945 | 27-Nov-2026 | Single Cell Mining Claim |
| 115963 | 27-Nov-2026 | Single Cell Mining Claim |
| 115964 | 27-Nov-2026 | Single Cell Mining Claim |
| 115966 | 22-Nov-2026 | Single Cell Mining Claim |
| 116008 | 30-Jun-2026 | Single Cell Mining Claim |
| 116058 | 19-Dec-2026 | Single Cell Mining Claim |
| 116173 | 02-Dec-2026 | Single Cell Mining Claim |
| 116192 | 02-Dec-2026 | Single Cell Mining Claim |
| 116204 | 13-Feb-2027 | Single Cell Mining Claim |
| 116218 | 26-Oct-2026 | Boundary Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 116219 | 26-Oct-2026 | Single Cell Mining Claim |
| --- | --- | --- |
| 116551 | 15-Oct-2026 | Single Cell Mining Claim |
| 116748 | 22-Nov-2026 | Single Cell Mining Claim |
| 116749 | 22-Nov-2026 | Single Cell Mining Claim |
| 116846 | 03-Mar-2025 | Single Cell Mining Claim |
| 116852 | 26-Oct-2026 | Single Cell Mining Claim |
| 116853 | 26-Oct-2026 | Single Cell Mining Claim |
| 116871 | 21-Jun-2026 | Single Cell Mining Claim |
| 116873 | 26-Oct-2026 | Single Cell Mining Claim |
| 117119 | 26-Jun-2026 | Single Cell Mining Claim |
| 117133 | 11-Jan-2027 | Single Cell Mining Claim |
| 117150 | 22-Nov-2026 | Single Cell Mining Claim |
| 117158 | 26-Jan-2027 | Single Cell Mining Claim |
| 117159 | 26-Jan-2027 | Single Cell Mining Claim |
| 117160 | 26-Jan-2027 | Single Cell Mining Claim |
| 117166 | 20-Feb-2027 | Single Cell Mining Claim |
| 117167 | 20-Feb-2027 | Single Cell Mining Claim |
| 117293 | 11-Jul-2026 | Single Cell Mining Claim |
| 117294 | 11-Jul-2026 | Single Cell Mining Claim |
| 117295 | 25-May-2026 | Boundary Cell Mining Claim |
| 117397 | 04-Aug-2026 | Boundary Cell Mining Claim |
| 117464 | 28-Jan-2027 | Single Cell Mining Claim |
| 117465 | 28-Jan-2027 | Boundary Cell Mining Claim |
| 117466 | 28-Jan-2027 | Boundary Cell Mining Claim |
| 117749 | 26-Jun-2026 | Boundary Cell Mining Claim |
| 117757 | 22-Nov-2026 | Single Cell Mining Claim |
| 117789 | 04-May-2026 | Single Cell Mining Claim |
| 117903 | 26-Oct-2026 | Boundary Cell Mining Claim |
| 117904 | 26-Oct-2026 | Boundary Cell Mining Claim |
| 117907 | 26-Oct-2026 | Single Cell Mining Claim |
| 118006 | 02-Jun-2026 | Boundary Cell Mining Claim |
| 118007 | 11-Jul-2026 | Single Cell Mining Claim |
| 118008 | 11-Jul-2026 | Single Cell Mining Claim |
| 118009 | 11-Jul-2026 | Single Cell Mining Claim |
| 118010 | 11-Jul-2026 | Single Cell Mining Claim |
| 118011 | 04-May-2026 | Boundary Cell Mining Claim |
| 118012 | 04-May-2026 | Single Cell Mining Claim |
| Effective Date: December 31, 2025 | Page 25-1 | |
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | ||
|---|---|---|
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 118013 | 04-May-2026 | Single Cell Mining Claim |
| --- | --- | --- |
| 118014 | 04-May-2026 | Single Cell Mining Claim |
| 118036 | 08-May-2026 | Single Cell Mining Claim |
| 118037 | 08-May-2026 | Boundary Cell Mining Claim |
| 118038 | 08-May-2026 | Single Cell Mining Claim |
| 118151 | 25-May-2026 | Single Cell Mining Claim |
| 118152 | 08-May-2026 | Single Cell Mining Claim |
| 118153 | 02-Jun-2026 | Single Cell Mining Claim |
| 118154 | 02-Jun-2026 | Single Cell Mining Claim |
| 118155 | 11-Jul-2026 | Single Cell Mining Claim |
| 118156 | 11-Jul-2026 | Single Cell Mining Claim |
| 118242 | 02-Dec-2026 | Single Cell Mining Claim |
| 118243 | 02-Dec-2026 | Single Cell Mining Claim |
| 120316 | 15-Oct-2026 | Single Cell Mining Claim |
| 120317 | 15-Oct-2026 | Single Cell Mining Claim |
| 120434 | 03-Mar-2025 | Single Cell Mining Claim |
| 120435 | 03-Mar-2025 | Single Cell Mining Claim |
| 120457 | 22-Nov-2026 | Single Cell Mining Claim |
| 121027 | 19-Dec-2026 | Single Cell Mining Claim |
| 121145 | 06-May-2026 | Single Cell Mining Claim |
| 121146 | 04-May-2026 | Single Cell Mining Claim |
| 121677 | 21-Jun-2026 | Single Cell Mining Claim |
| 121678 | 21-Jun-2026 | Single Cell Mining Claim |
| 121684 | 26-Oct-2026 | Single Cell Mining Claim |
| 121685 | 26-Oct-2026 | Single Cell Mining Claim |
| 121758 | 28-Jan-2027 | Single Cell Mining Claim |
| 121759 | 28-Jan-2027 | Single Cell Mining Claim |
| 121761 | 15-May-2026 | Single Cell Mining Claim |
| 122333 | 02-Dec-2026 | Single Cell Mining Claim |
| 122352 | 26-Jan-2027 | Single Cell Mining Claim |
| 122358 | 26-Oct-2026 | Single Cell Mining Claim |
| 122359 | 26-Oct-2026 | Single Cell Mining Claim |
| 122386 | 13-Feb-2027 | Boundary Cell Mining Claim |
| 122387 | 13-Feb-2027 | Single Cell Mining Claim |
| 122388 | 13-Feb-2027 | Single Cell Mining Claim |
| 122483 | 13-Feb-2027 | Single Cell Mining Claim |
| 123755 | 28-Jan-2027 | Boundary Cell Mining Claim |
| 123756 | 28-Jan-2027 | Single Cell Mining Claim |
| 123757 | 28-Jan-2027 | Single Cell Mining Claim |
| 123767 | 27-Nov-2026 | Single Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 123787 | 22-Nov-2026 | Single Cell Mining Claim |
| --- | --- | --- |
| 124451 | 26-Oct-2026 | Single Cell Mining Claim |
| 125056 | 11-Jul-2026 | Single Cell Mining Claim |
| 125057 | 04-May-2026 | Boundary Cell Mining Claim |
| 125058 | 04-May-2026 | Single Cell Mining Claim |
| 125080 | 08-May-2026 | Single Cell Mining Claim |
| 125082 | 04-Aug-2026 | Single Cell Mining Claim |
| 125083 | 04-Aug-2026 | Single Cell Mining Claim |
| 125113 | 11-Jan-2027 | Single Cell Mining Claim |
| 125128 | 02-Jun-2026 | Single Cell Mining Claim |
| 125129 | 02-Jun-2026 | Boundary Cell Mining Claim |
| 125184 | 25-May-2026 | Single Cell Mining Claim |
| 125185 | 11-Jul-2026 | Single Cell Mining Claim |
| 125186 | 11-Jul-2026 | Single Cell Mining Claim |
| 125187 | 11-Jul-2026 | Boundary Cell Mining Claim |
| 125604 | 02-Dec-2026 | Single Cell Mining Claim |
| 125605 | 02-Dec-2026 | Single Cell Mining Claim |
| 125635 | 27-Oct-2026 | Single Cell Mining Claim |
| 125747 | 02-Jun-2026 | Single Cell Mining Claim |
| 125748 | 02-Jun-2026 | Single Cell Mining Claim |
| 125749 | 11-Jul-2026 | Single Cell Mining Claim |
| 125750 | 11-Jul-2026 | Single Cell Mining Claim |
| 125751 | 11-Jul-2026 | Single Cell Mining Claim |
| 125752 | 11-Jul-2026 | Single Cell Mining Claim |
| 125782 | 25-May-2026 | Single Cell Mining Claim |
| 125783 | 25-May-2026 | Single Cell Mining Claim |
| 125802 | 02-Dec-2026 | Single Cell Mining Claim |
| 126238 | 03-Mar-2025 | Single Cell Mining Claim |
| 126365 | 25-May-2026 | Single Cell Mining Claim |
| 126525 | 25-May-2026 | Boundary Cell Mining Claim |
| 126526 | 25-May-2026 | Single Cell Mining Claim |
| 127048 | 25-May-2026 | Boundary Cell Mining Claim |
| 127049 | 25-May-2026 | Single Cell Mining Claim |
| 127081 | 02-Jun-2026 | Single Cell Mining Claim |
| 127082 | 02-Jun-2026 | Single Cell Mining Claim |
| 127083 | 11-Jul-2026 | Single Cell Mining Claim |
| 128132 | 02-Dec-2026 | Single Cell Mining Claim |
| 128259 | 16-Jul-2026 | Single Cell Mining Claim |
| 128264 | 01-Mar-2025 | Single Cell Mining Claim |
| 128307 | 22-Nov-2026 | Single Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 128314 | 26-Jan-2027 | Single Cell Mining Claim |
| --- | --- | --- |
| 128932 | 16-May-2026 | Single Cell Mining Claim |
| 128961 | 27-Nov-2026 | Single Cell Mining Claim |
| 128962 | 27-Nov-2026 | Single Cell Mining Claim |
| 128963 | 22-Nov-2026 | Single Cell Mining Claim |
| 128964 | 03-Mar-2025 | Single Cell Mining Claim |
| 129578 | 06-May-2026 | Single Cell Mining Claim |
| 130236 | 28-Jan-2027 | Single Cell Mining Claim |
| 130237 | 28-Jan-2027 | Single Cell Mining Claim |
| 131751 | 27-Oct-2029 | Single Cell Mining Claim |
| 137682 | 13-Jun-2026 | Single Cell Mining Claim |
| 138229 | 26-Jan-2027 | Single Cell Mining Claim |
| 140174 | 13-Jun-2026 | Single Cell Mining Claim |
| 142699 | 02-Dec-2026 | Single Cell Mining Claim |
| 142755 | 03-Mar-2025 | Single Cell Mining Claim |
| 143453 | 16-Jul-2026 | Single Cell Mining Claim |
| 144034 | 01-Mar-2025 | Single Cell Mining Claim |
| 144783 | 03-Mar-2025 | Single Cell Mining Claim |
| 145346 | 22-Nov-2026 | Single Cell Mining Claim |
| 145347 | 22-Nov-2026 | Single Cell Mining Claim |
| 145358 | 26-Jan-2027 | Single Cell Mining Claim |
| 145402 | 09-Jan-2027 | Single Cell Mining Claim |
| 145463 | 16-May-2026 | Boundary Cell Mining Claim |
| 145634 | 02-Dec-2026 | Single Cell Mining Claim |
| 146947 | 28-Jan-2027 | Single Cell Mining Claim |
| 151591 | 13-Feb-2027 | Single Cell Mining Claim |
| 151631 | 26-Oct-2026 | Single Cell Mining Claim |
| 151632 | 26-Oct-2026 | Single Cell Mining Claim |
| 151686 | 26-Oct-2026 | Single Cell Mining Claim |
| 152272 | 28-Jan-2027 | Single Cell Mining Claim |
| 152280 | 27-Nov-2026 | Single Cell Mining Claim |
| 153044 | 02-Jun-2026 | Single Cell Mining Claim |
| 153045 | 02-Jun-2026 | Boundary Cell Mining Claim |
| 153046 | 02-Jun-2026 | Single Cell Mining Claim |
| 153047 | 02-Jun-2026 | Single Cell Mining Claim |
| 153048 | 11-Jul-2026 | Single Cell Mining Claim |
| 153049 | 11-Jul-2026 | Single Cell Mining Claim |
| 153071 | 02-Jun-2026 | Single Cell Mining Claim |
| 153666 | 25-May-2026 | Single Cell Mining Claim |
| 153667 | 08-May-2026 | Single Cell Mining Claim |
| Effective Date: December 31, 2025 | Page 25-2 | |
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | ||
|---|---|---|
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 153668 | 02-Jun-2026 | Single Cell Mining Claim |
| --- | --- | --- |
| 153722 | 11-Jul-2026 | Single Cell Mining Claim |
| 153747 | 25-May-2026 | Single Cell Mining Claim |
| 154331 | 02-Jun-2026 | Single Cell Mining Claim |
| 154885 | 02-Dec-2026 | Single Cell Mining Claim |
| 154963 | 04-Aug-2026 | Single Cell Mining Claim |
| 154990 | 11-Jul-2026 | Single Cell Mining Claim |
| 154991 | 11-Jul-2026 | Single Cell Mining Claim |
| 154992 | 11-Jul-2026 | Single Cell Mining Claim |
| 155023 | 02-Jun-2026 | Single Cell Mining Claim |
| 156137 | 01-Mar-2025 | Single Cell Mining Claim |
| 157580 | 11-Jan-2027 | Single Cell Mining Claim |
| 157596 | 26-Jan-2027 | Single Cell Mining Claim |
| 157834 | 13-Jun-2026 | Single Cell Mining Claim |
| 158210 | 16-May-2026 | Single Cell Mining Claim |
| 158216 | 27-Nov-2026 | Single Cell Mining Claim |
| 158217 | 27-Nov-2026 | Single Cell Mining Claim |
| 158238 | 22-Nov-2026 | Single Cell Mining Claim |
| 158239 | 22-Nov-2026 | Single Cell Mining Claim |
| 158250 | 19-Apr-2026 | Single Cell Mining Claim |
| 158251 | 19-Apr-2026 | Single Cell Mining Claim |
| 158782 | 28-Jan-2027 | Single Cell Mining Claim |
| 158783 | 28-Jan-2027 | Single Cell Mining Claim |
| 158847 | 22-Nov-2026 | Single Cell Mining Claim |
| 158851 | 06-May-2026 | Single Cell Mining Claim |
| 158852 | 06-May-2026 | Single Cell Mining Claim |
| 158853 | 06-May-2026 | Single Cell Mining Claim |
| 159471 | 15-Oct-2026 | Single Cell Mining Claim |
| 159487 | 15-Oct-2026 | Single Cell Mining Claim |
| 159581 | 15-Oct-2026 | Single Cell Mining Claim |
| 159596 | 03-Mar-2025 | Single Cell Mining Claim |
| 160185 | 22-Nov-2026 | Single Cell Mining Claim |
| 160280 | 04-May-2026 | Single Cell Mining Claim |
| 160805 | 26-Oct-2026 | Single Cell Mining Claim |
| 160806 | 26-Oct-2026 | Single Cell Mining Claim |
| 160807 | 26-Oct-2026 | Single Cell Mining Claim |
| 160828 | 26-Oct-2026 | Single Cell Mining Claim |
| 160946 | 26-Oct-2026 | Single Cell Mining Claim |
| 160947 | 26-Oct-2026 | Single Cell Mining Claim |
| 160948 | 26-Oct-2026 | Single Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 160949 | 26-Oct-2026 | Single Cell Mining Claim |
| --- | --- | --- |
| 160950 | 26-Oct-2026 | Single Cell Mining Claim |
| 161477 | 22-Nov-2026 | Single Cell Mining Claim |
| 161478 | 22-Nov-2026 | Single Cell Mining Claim |
| 161483 | 26-Oct-2026 | Single Cell Mining Claim |
| 161484 | 26-Oct-2026 | Single Cell Mining Claim |
| 161485 | 26-Oct-2026 | Single Cell Mining Claim |
| 161501 | 13-Feb-2027 | Boundary Cell Mining Claim |
| 161502 | 26-Oct-2026 | Single Cell Mining Claim |
| 161505 | 13-Feb-2027 | Single Cell Mining Claim |
| 161506 | 13-Feb-2027 | Single Cell Mining Claim |
| 161581 | 13-Feb-2027 | Single Cell Mining Claim |
| 161582 | 13-Feb-2027 | Single Cell Mining Claim |
| 161583 | 13-Feb-2027 | Single Cell Mining Claim |
| 161642 | 13-Mar-2025 | Single Cell Mining Claim |
| 161925 | 27-Oct-2029 | Single Cell Mining Claim |
| 162157 | 01-Mar-2025 | Single Cell Mining Claim |
| 163622 | 22-Nov-2026 | Single Cell Mining Claim |
| 163627 | 26-Jan-2027 | Single Cell Mining Claim |
| 163633 | 20-Feb-2027 | Single Cell Mining Claim |
| 164191 | 15-Oct-2026 | Single Cell Mining Claim |
| 164234 | 16-May-2026 | Single Cell Mining Claim |
| 164259 | 27-Nov-2026 | Single Cell Mining Claim |
| 164297 | 28-Jan-2027 | Single Cell Mining Claim |
| 164298 | 30-Jun-2026 | Single Cell Mining Claim |
| 164832 | 19-Dec-2026 | Single Cell Mining Claim |
| 164854 | 19-Dec-2026 | Single Cell Mining Claim |
| 165574 | 15-Oct-2026 | Single Cell Mining Claim |
| 165575 | 15-Oct-2026 | Single Cell Mining Claim |
| 165576 | 15-Oct-2026 | Single Cell Mining Claim |
| 166206 | 19-Dec-2026 | Single Cell Mining Claim |
| 166290 | 06-May-2026 | Single Cell Mining Claim |
| 166299 | 26-Oct-2026 | Single Cell Mining Claim |
| 166325 | 21-Jun-2026 | Single Cell Mining Claim |
| 166941 | 26-Oct-2026 | Single Cell Mining Claim |
| 166942 | 26-Oct-2026 | Single Cell Mining Claim |
| 166945 | 02-Dec-2026 | Single Cell Mining Claim |
| 166946 | 02-Dec-2026 | Single Cell Mining Claim |
| 166947 | 02-Dec-2026 | Single Cell Mining Claim |
| 166964 | 22-Nov-2026 | Single Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 166967 | 26-Oct-2026 | Single Cell Mining Claim |
| --- | --- | --- |
| 166968 | 26-Oct-2026 | Single Cell Mining Claim |
| 166988 | 13-Feb-2027 | Single Cell Mining Claim |
| 166989 | 13-Feb-2027 | Single Cell Mining Claim |
| 166990 | 13-Feb-2027 | Single Cell Mining Claim |
| 167638 | 26-Oct-2026 | Single Cell Mining Claim |
| 167651 | 13-Mar-2025 | Single Cell Mining Claim |
| 167652 | 26-Jun-2026 | Boundary Cell Mining Claim |
| 167653 | 28-Jan-2027 | Boundary Cell Mining Claim |
| 168190 | 13-Feb-2027 | Single Cell Mining Claim |
| 168222 | 26-Oct-2026 | Single Cell Mining Claim |
| 168873 | 28-Jan-2027 | Single Cell Mining Claim |
| 168893 | 26-Jun-2026 | Single Cell Mining Claim |
| 168930 | 04-May-2026 | Boundary Cell Mining Claim |
| 168931 | 04-May-2026 | Single Cell Mining Claim |
| 169012 | 13-Feb-2027 | Single Cell Mining Claim |
| 169578 | 26-Oct-2026 | Boundary Cell Mining Claim |
| 169579 | 26-Oct-2026 | Boundary Cell Mining Claim |
| 169580 | 26-Oct-2026 | Single Cell Mining Claim |
| 169682 | 02-Jun-2026 | Boundary Cell Mining Claim |
| 169683 | 02-Jun-2026 | Boundary Cell Mining Claim |
| 169685 | 11-Jul-2026 | Single Cell Mining Claim |
| 169686 | 02-Jun-2026 | Single Cell Mining Claim |
| 169687 | 02-Jun-2026 | Single Cell Mining Claim |
| 169688 | 02-Jun-2026 | Single Cell Mining Claim |
| 170225 | 04-Aug-2026 | Boundary Cell Mining Claim |
| 170226 | 04-Aug-2026 | Single Cell Mining Claim |
| 170310 | 08-May-2026 | Single Cell Mining Claim |
| 170311 | 02-Jun-2026 | Single Cell Mining Claim |
| 170312 | 11-Jul-2026 | Single Cell Mining Claim |
| 170374 | 11-Jul-2026 | Single Cell Mining Claim |
| 170892 | 04-May-2026 | Boundary Cell Mining Claim |
| 170905 | 02-Dec-2026 | Single Cell Mining Claim |
| 170973 | 25-May-2026 | Single Cell Mining Claim |
| 171439 | 02-Dec-2026 | Single Cell Mining Claim |
| 171464 | 27-Oct-2026 | Single Cell Mining Claim |
| 171526 | 02-Dec-2026 | Single Cell Mining Claim |
| 171527 | 02-Dec-2026 | Single Cell Mining Claim |
| 171528 | 02-Dec-2026 | Single Cell Mining Claim |
| 171529 | 02-Dec-2026 | Single Cell Mining Claim |
| Effective Date: December 31, 2025 | Page 25-3 | |
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | ||
|---|---|---|
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 171613 | 11-Jul-2026 | Single Cell Mining Claim |
| --- | --- | --- |
| 171658 | 02-Jun-2026 | Single Cell Mining Claim |
| 172298 | 28-Jan-2027 | Boundary Cell Mining Claim |
| 173073 | 25-May-2026 | Single Cell Mining Claim |
| 173074 | 25-May-2026 | Single Cell Mining Claim |
| 173075 | 25-May-2026 | Single Cell Mining Claim |
| 173093 | 02-Dec-2026 | Single Cell Mining Claim |
| 173749 | 13-Oct-2026 | Single Cell Mining Claim |
| 173841 | 11-Jul-2026 | Single Cell Mining Claim |
| 173855 | 25-May-2026 | Single Cell Mining Claim |
| 173856 | 25-May-2026 | Single Cell Mining Claim |
| 173878 | 11-Jul-2026 | Single Cell Mining Claim |
| 174210 | 13-Jun-2026 | Single Cell Mining Claim |
| 174458 | 04-Aug-2026 | Boundary Cell Mining Claim |
| 177619 | 30-Jun-2026 | Single Cell Mining Claim |
| 177651 | 19-Dec-2026 | Single Cell Mining Claim |
| 177652 | 19-Dec-2026 | Single Cell Mining Claim |
| 177653 | 19-Dec-2026 | Single Cell Mining Claim |
| 177670 | 02-Dec-2026 | Single Cell Mining Claim |
| 177672 | 22-Nov-2026 | Single Cell Mining Claim |
| 177676 | 06-May-2026 | Single Cell Mining Claim |
| 177677 | 06-May-2026 | Single Cell Mining Claim |
| 177678 | 06-May-2026 | Single Cell Mining Claim |
| 178324 | 15-Oct-2026 | Single Cell Mining Claim |
| 178349 | 15-Oct-2026 | Single Cell Mining Claim |
| 178957 | 27-Nov-2026 | Single Cell Mining Claim |
| 179030 | 19-Dec-2026 | Single Cell Mining Claim |
| 179644 | 27-Nov-2026 | Single Cell Mining Claim |
| 179652 | 26-Oct-2026 | Single Cell Mining Claim |
| 179653 | 26-Oct-2026 | Single Cell Mining Claim |
| 179672 | 21-Jun-2026 | Single Cell Mining Claim |
| 179673 | 21-Jun-2026 | Single Cell Mining Claim |
| 179674 | 26-Oct-2026 | Single Cell Mining Claim |
| 179729 | 15-May-2026 | Single Cell Mining Claim |
| 179766 | 22-Nov-2026 | Single Cell Mining Claim |
| 179795 | 26-Oct-2026 | Boundary Cell Mining Claim |
| 180310 | 26-Oct-2026 | Single Cell Mining Claim |
| 180311 | 26-Oct-2026 | Single Cell Mining Claim |
| 180312 | 26-Oct-2026 | Single Cell Mining Claim |
| 180313 | 02-Dec-2026 | Single Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 180331 | 26-Oct-2026 | Single Cell Mining Claim |
| --- | --- | --- |
| 180332 | 26-Oct-2026 | Single Cell Mining Claim |
| 180333 | 26-Oct-2026 | Single Cell Mining Claim |
| 180352 | 13-Feb-2027 | Single Cell Mining Claim |
| 180367 | 26-Oct-2026 | Single Cell Mining Claim |
| 180368 | 26-Oct-2026 | Single Cell Mining Claim |
| 180429 | 13-Feb-2027 | Single Cell Mining Claim |
| 180430 | 17-May-2026 | Single Cell Mining Claim |
| 180470 | 28-Jan-2027 | Single Cell Mining Claim |
| 180471 | 28-Jan-2027 | Single Cell Mining Claim |
| 180479 | 28-Jan-2027 | Single Cell Mining Claim |
| 180481 | 17-May-2026 | Single Cell Mining Claim |
| 181696 | 27-Nov-2026 | Single Cell Mining Claim |
| 181707 | 26-Jun-2026 | Single Cell Mining Claim |
| 181717 | 22-Nov-2026 | Single Cell Mining Claim |
| 181752 | 04-May-2026 | Single Cell Mining Claim |
| 181753 | 04-May-2026 | Single Cell Mining Claim |
| 182368 | 26-Oct-2026 | Single Cell Mining Claim |
| 182478 | 02-Jun-2026 | Single Cell Mining Claim |
| 182480 | 11-Jul-2026 | Single Cell Mining Claim |
| 182481 | 11-Jul-2026 | Single Cell Mining Claim |
| 182482 | 02-Jun-2026 | Single Cell Mining Claim |
| 182483 | 04-May-2026 | Boundary Cell Mining Claim |
| 182484 | 04-May-2026 | Single Cell Mining Claim |
| 182485 | 04-May-2026 | Single Cell Mining Claim |
| 182487 | 11-Jul-2026 | Single Cell Mining Claim |
| 183125 | 02-Jun-2026 | Single Cell Mining Claim |
| 183126 | 25-May-2026 | Single Cell Mining Claim |
| 183181 | 11-Jul-2026 | Single Cell Mining Claim |
| 183182 | 11-Jul-2026 | Single Cell Mining Claim |
| 183718 | 27-Oct-2029 | Boundary Cell Mining Claim |
| 188419 | 11-Jul-2026 | Single Cell Mining Claim |
| 188483 | 11-Jan-2027 | Single Cell Mining Claim |
| 188484 | 11-Jan-2027 | Single Cell Mining Claim |
| 188504 | 02-Jun-2026 | Single Cell Mining Claim |
| 188505 | 02-Jun-2026 | Single Cell Mining Claim |
| 188555 | 08-May-2026 | Single Cell Mining Claim |
| 188556 | 08-May-2026 | Single Cell Mining Claim |
| 189140 | 02-Jun-2026 | Boundary Cell Mining Claim |
| 189141 | 11-Jul-2026 | Single Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 189142 | 11-Jul-2026 | Single Cell Mining Claim |
| --- | --- | --- |
| 189210 | 25-May-2026 | Single Cell Mining Claim |
| 189890 | 11-Jul-2026 | Single Cell Mining Claim |
| 189905 | 02-Jun-2026 | Single Cell Mining Claim |
| 190572 | 28-Jan-2027 | Boundary Cell Mining Claim |
| 192182 | 02-Dec-2026 | Single Cell Mining Claim |
| 194225 | 15-Oct-2026 | Single Cell Mining Claim |
| 194849 | 15-Oct-2026 | Single Cell Mining Claim |
| 194851 | 15-Oct-2026 | Single Cell Mining Claim |
| 194959 | 19-Dec-2026 | Single Cell Mining Claim |
| 194960 | 22-Nov-2026 | Single Cell Mining Claim |
| 194969 | 26-Jun-2026 | Single Cell Mining Claim |
| 194970 | 26-Jun-2026 | Single Cell Mining Claim |
| 195264 | 27-Oct-2029 | Boundary Cell Mining Claim |
| 195554 | 04-May-2026 | Single Cell Mining Claim |
| 195555 | 04-May-2026 | Single Cell Mining Claim |
| 196185 | 22-Nov-2026 | Single Cell Mining Claim |
| 196213 | 26-Oct-2026 | Single Cell Mining Claim |
| 196214 | 02-Dec-2026 | Single Cell Mining Claim |
| 196234 | 26-Oct-2026 | Single Cell Mining Claim |
| 196253 | 26-Oct-2026 | Single Cell Mining Claim |
| 196266 | 26-Oct-2026 | Boundary Cell Mining Claim |
| 197525 | 17-May-2026 | Single Cell Mining Claim |
| 197526 | 13-Feb-2027 | Single Cell Mining Claim |
| 197549 | 26-Oct-2026 | Single Cell Mining Claim |
| 197596 | 13-Feb-2027 | Single Cell Mining Claim |
| 197630 | 26-Oct-2026 | Single Cell Mining Claim |
| 198301 | 27-Nov-2026 | Single Cell Mining Claim |
| 200785 | 02-Dec-2026 | Single Cell Mining Claim |
| 200786 | 02-Dec-2026 | Single Cell Mining Claim |
| 202511 | 13-Jun-2026 | Single Cell Mining Claim |
| 202707 | 03-Mar-2025 | Single Cell Mining Claim |
| 202708 | 03-Mar-2025 | Single Cell Mining Claim |
| 203360 | 16-Jul-2026 | Single Cell Mining Claim |
| 203385 | 26-Jun-2026 | Single Cell Mining Claim |
| 203387 | 01-Mar-2025 | Single Cell Mining Claim |
| 203408 | 22-Nov-2026 | Single Cell Mining Claim |
| 203409 | 22-Nov-2026 | Single Cell Mining Claim |
| 203410 | 22-Nov-2026 | Single Cell Mining Claim |
| 203419 | 26-Jan-2027 | Single Cell Mining Claim |
| Effective Date: December 31, 2025 | Page 25-4 | |
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | ||
|---|---|---|
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 203420 | 26-Jan-2027 | Single Cell Mining Claim |
| --- | --- | --- |
| 203524 | 16-May-2026 | Boundary Cell Mining Claim |
| 204051 | 22-Nov-2026 | Single Cell Mining Claim |
| 204064 | 25-Sep-2026 | Single Cell Mining Claim |
| 204068 | 19-Apr-2026 | Single Cell Mining Claim |
| 204069 | 19-Apr-2026 | Single Cell Mining Claim |
| 204092 | 28-Jan-2027 | Single Cell Mining Claim |
| 204136 | 19-Dec-2026 | Single Cell Mining Claim |
| 204138 | 15-May-2026 | Single Cell Mining Claim |
| 204882 | 13-Feb-2027 | Boundary Cell Mining Claim |
| 204883 | 13-Feb-2027 | Boundary Cell Mining Claim |
| 204884 | 13-Feb-2027 | Single Cell Mining Claim |
| 204968 | 13-Feb-2027 | Single Cell Mining Claim |
| 204969 | 13-Feb-2027 | Single Cell Mining Claim |
| 204970 | 13-Feb-2027 | Single Cell Mining Claim |
| 205006 | 28-Jan-2027 | Single Cell Mining Claim |
| 205007 | 28-Jan-2027 | Single Cell Mining Claim |
| 205008 | 28-Jan-2027 | Single Cell Mining Claim |
| 205379 | 27-Oct-2029 | Single Cell Mining Claim |
| 205583 | 26-Oct-2026 | Single Cell Mining Claim |
| 205627 | 26-Oct-2026 | Single Cell Mining Claim |
| 205628 | 26-Oct-2026 | Single Cell Mining Claim |
| 205708 | 27-Nov-2026 | Single Cell Mining Claim |
| 206230 | 26-Jan-2027 | Single Cell Mining Claim |
| 206367 | 13-Feb-2027 | Boundary Cell Mining Claim |
| 206368 | 13-Feb-2027 | Single Cell Mining Claim |
| 206907 | 25-May-2026 | Single Cell Mining Claim |
| 206991 | 13-Oct-2026 | Single Cell Mining Claim |
| 207632 | 02-Jun-2026 | Single Cell Mining Claim |
| 207633 | 11-Jul-2026 | Single Cell Mining Claim |
| 207634 | 11-Jul-2026 | Single Cell Mining Claim |
| 207635 | 02-Jun-2026 | Single Cell Mining Claim |
| 207636 | 04-May-2026 | Single Cell Mining Claim |
| 207637 | 04-May-2026 | Boundary Cell Mining Claim |
| 207661 | 08-May-2026 | Boundary Cell Mining Claim |
| 207698 | 11-Jan-2027 | Single Cell Mining Claim |
| 207699 | 11-Jan-2027 | Single Cell Mining Claim |
| 207723 | 02-Jun-2026 | Single Cell Mining Claim |
| 207724 | 02-Jun-2026 | Single Cell Mining Claim |
| 207725 | 02-Jun-2026 | Single Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 207726 | 02-Jun-2026 | Boundary Cell Mining Claim |
| --- | --- | --- |
| 208263 | 02-Jun-2026 | Single Cell Mining Claim |
| 208264 | 25-May-2026 | Single Cell Mining Claim |
| 208265 | 02-Jun-2026 | Single Cell Mining Claim |
| 208266 | 02-Jun-2026 | Single Cell Mining Claim |
| 208267 | 11-Jul-2026 | Single Cell Mining Claim |
| 208268 | 11-Jul-2026 | Single Cell Mining Claim |
| 208269 | 11-Jul-2026 | Single Cell Mining Claim |
| 208326 | 11-Jul-2026 | Single Cell Mining Claim |
| 208327 | 11-Jul-2026 | Single Cell Mining Claim |
| 208328 | 11-Jul-2026 | Single Cell Mining Claim |
| 208343 | 04-May-2026 | Single Cell Mining Claim |
| 208397 | 25-May-2026 | Single Cell Mining Claim |
| 208823 | 02-Dec-2026 | Single Cell Mining Claim |
| 208924 | 25-May-2026 | Single Cell Mining Claim |
| 208940 | 02-Jun-2026 | Single Cell Mining Claim |
| 209063 | 28-Jan-2027 | Single Cell Mining Claim |
| 209412 | 03-Mar-2025 | Single Cell Mining Claim |
| 211476 | 01-Mar-2025 | Single Cell Mining Claim |
| 211499 | 26-Jan-2027 | Single Cell Mining Claim |
| 211513 | 01-Mar-2025 | Single Cell Mining Claim |
| 212121 | 16-May-2026 | Single Cell Mining Claim |
| 212147 | 27-Nov-2026 | Single Cell Mining Claim |
| 212190 | 19-Apr-2026 | Single Cell Mining Claim |
| 212191 | 28-Jan-2027 | Single Cell Mining Claim |
| 212192 | 28-Jan-2027 | Single Cell Mining Claim |
| 212246 | 28-Jan-2027 | Single Cell Mining Claim |
| 212757 | 22-Nov-2026 | Single Cell Mining Claim |
| 212758 | 03-Mar-2025 | Single Cell Mining Claim |
| 212762 | 06-May-2026 | Single Cell Mining Claim |
| 213491 | 15-Oct-2026 | Single Cell Mining Claim |
| 213495 | 15-Oct-2026 | Single Cell Mining Claim |
| 213515 | 03-Mar-2025 | Single Cell Mining Claim |
| 214127 | 15-Oct-2026 | Single Cell Mining Claim |
| 214226 | 27-Nov-2026 | Single Cell Mining Claim |
| 214227 | 04-May-2026 | Single Cell Mining Claim |
| 214228 | 15-Oct-2026 | Single Cell Mining Claim |
| 214229 | 15-Oct-2026 | Single Cell Mining Claim |
| 214254 | 21-Jun-2026 | Single Cell Mining Claim |
| 214255 | 21-Jun-2026 | Single Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 214257 | 26-Oct-2026 | Single Cell Mining Claim |
| --- | --- | --- |
| 214258 | 26-Oct-2026 | Single Cell Mining Claim |
| 214259 | 26-Oct-2026 | Single Cell Mining Claim |
| 214483 | 27-Oct-2029 | Single Cell Mining Claim |
| 214904 | 26-Oct-2026 | Single Cell Mining Claim |
| 214905 | 02-Dec-2026 | Single Cell Mining Claim |
| 214926 | 02-Dec-2026 | Single Cell Mining Claim |
| 214929 | 22-Nov-2026 | Single Cell Mining Claim |
| 214932 | 26-Oct-2026 | Single Cell Mining Claim |
| 214989 | 27-Nov-2026 | Single Cell Mining Claim |
| 214990 | 27-Nov-2026 | Single Cell Mining Claim |
| 214998 | 26-Oct-2026 | Single Cell Mining Claim |
| 214999 | 26-Oct-2026 | Single Cell Mining Claim |
| 215012 | 21-Jun-2026 | Single Cell Mining Claim |
| 215013 | 21-Jun-2026 | Single Cell Mining Claim |
| 215015 | 26-Oct-2026 | Single Cell Mining Claim |
| 215065 | 28-Jan-2027 | Single Cell Mining Claim |
| 215632 | 26-Oct-2026 | Single Cell Mining Claim |
| 215633 | 26-Oct-2026 | Single Cell Mining Claim |
| 215657 | 26-Oct-2026 | Single Cell Mining Claim |
| 215658 | 26-Oct-2026 | Single Cell Mining Claim |
| 215659 | 26-Oct-2026 | Single Cell Mining Claim |
| 215684 | 13-Feb-2027 | Boundary Cell Mining Claim |
| 215685 | 13-Feb-2027 | Single Cell Mining Claim |
| 215686 | 13-Feb-2027 | Single Cell Mining Claim |
| 215690 | 13-Feb-2027 | Single Cell Mining Claim |
| 215714 | 26-Oct-2026 | Boundary Cell Mining Claim |
| 215784 | 13-Feb-2027 | Single Cell Mining Claim |
| 215785 | 13-Feb-2027 | Single Cell Mining Claim |
| 215786 | 13-Feb-2027 | Single Cell Mining Claim |
| 215787 | 13-Feb-2027 | Boundary Cell Mining Claim |
| 216309 | 26-Oct-2026 | Single Cell Mining Claim |
| 216369 | 13-Feb-2027 | Single Cell Mining Claim |
| 217069 | 28-Jan-2027 | Single Cell Mining Claim |
| 217070 | 28-Jan-2027 | Single Cell Mining Claim |
| 217093 | 26-Jan-2027 | Single Cell Mining Claim |
| 217094 | 26-Jan-2027 | Single Cell Mining Claim |
| 217126 | 04-May-2026 | Single Cell Mining Claim |
| 217694 | 13-Feb-2027 | Single Cell Mining Claim |
| 217764 | 26-Oct-2026 | Single Cell Mining Claim |
| Effective Date: December 31, 2025 | Page 25-5 | |
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | ||
|---|---|---|
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 218105 | 26-Jan-2027 | Single Cell Mining Claim |
| --- | --- | --- |
| 218374 | 02-Jun-2026 | Single Cell Mining Claim |
| 218375 | 11-Jul-2026 | Single Cell Mining Claim |
| 218376 | 02-Jun-2026 | Single Cell Mining Claim |
| 218377 | 02-Jun-2026 | Single Cell Mining Claim |
| 218378 | 02-Jun-2026 | Single Cell Mining Claim |
| 218396 | 04-Aug-2026 | Single Cell Mining Claim |
| 218397 | 04-Aug-2026 | Single Cell Mining Claim |
| 218398 | 04-Aug-2026 | Single Cell Mining Claim |
| 218486 | 08-May-2026 | Single Cell Mining Claim |
| 218487 | 08-May-2026 | Single Cell Mining Claim |
| 218488 | 08-May-2026 | Single Cell Mining Claim |
| 218490 | 02-Jun-2026 | Single Cell Mining Claim |
| 218491 | 11-Jul-2026 | Boundary Cell Mining Claim |
| 219074 | 11-Jul-2026 | Single Cell Mining Claim |
| 219163 | 25-May-2026 | Single Cell Mining Claim |
| 220352 | 25-May-2026 | Boundary Cell Mining Claim |
| 220428 | 02-Jun-2026 | Single Cell Mining Claim |
| 220896 | 02-Dec-2026 | Single Cell Mining Claim |
| 222989 | 16-Jul-2026 | Single Cell Mining Claim |
| 222990 | 16-Jul-2026 | Single Cell Mining Claim |
| 223521 | 26-Jun-2026 | Single Cell Mining Claim |
| 223522 | 26-Jun-2026 | Single Cell Mining Claim |
| 223548 | 22-Nov-2026 | Single Cell Mining Claim |
| 223549 | 22-Nov-2026 | Single Cell Mining Claim |
| 223550 | 22-Nov-2026 | Single Cell Mining Claim |
| 223559 | 26-Jan-2027 | Single Cell Mining Claim |
| 223567 | 20-Feb-2027 | Single Cell Mining Claim |
| 223675 | 27-Nov-2026 | Single Cell Mining Claim |
| 223676 | 27-Nov-2026 | Single Cell Mining Claim |
| 224177 | 22-Nov-2026 | Single Cell Mining Claim |
| 224178 | 22-Nov-2026 | Single Cell Mining Claim |
| 224179 | 15-Oct-2026 | Single Cell Mining Claim |
| 224258 | 22-Nov-2026 | Single Cell Mining Claim |
| 224260 | 06-May-2026 | Single Cell Mining Claim |
| 224909 | 15-Oct-2026 | Single Cell Mining Claim |
| 225616 | 22-Nov-2026 | Single Cell Mining Claim |
| 225617 | 22-Nov-2026 | Single Cell Mining Claim |
| 225726 | 26-Oct-2026 | Boundary Cell Mining Claim |
| 225813 | 02-Jun-2026 | Single Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 225814 | 02-Jun-2026 | Single Cell Mining Claim |
| --- | --- | --- |
| 225815 | 02-Jun-2026 | Single Cell Mining Claim |
| 225840 | 08-May-2026 | Single Cell Mining Claim |
| 225841 | 08-May-2026 | Single Cell Mining Claim |
| 226386 | 11-Jan-2027 | Single Cell Mining Claim |
| 226405 | 02-Jun-2026 | Single Cell Mining Claim |
| 226439 | 08-May-2026 | Single Cell Mining Claim |
| 226440 | 02-Jun-2026 | Single Cell Mining Claim |
| 226516 | 11-Jul-2026 | Single Cell Mining Claim |
| 226517 | 11-Jul-2026 | Single Cell Mining Claim |
| 227056 | 02-Dec-2026 | Single Cell Mining Claim |
| 227057 | 02-Dec-2026 | Single Cell Mining Claim |
| 227102 | 04-May-2026 | Single Cell Mining Claim |
| 227400 | 26-Jan-2027 | Single Cell Mining Claim |
| 227625 | 27-Oct-2026 | Single Cell Mining Claim |
| 227626 | 27-Oct-2026 | Single Cell Mining Claim |
| 227627 | 27-Oct-2026 | Single Cell Mining Claim |
| 227684 | 02-Dec-2026 | Single Cell Mining Claim |
| 227685 | 02-Dec-2026 | Single Cell Mining Claim |
| 227780 | 11-Jul-2026 | Single Cell Mining Claim |
| 227781 | 11-Jul-2026 | Single Cell Mining Claim |
| 227795 | 25-May-2026 | Single Cell Mining Claim |
| 227829 | 11-Jul-2026 | Single Cell Mining Claim |
| 228398 | 28-Jan-2027 | Boundary Cell Mining Claim |
| 228399 | 02-Jun-2026 | Single Cell Mining Claim |
| 229466 | 02-Dec-2026 | Single Cell Mining Claim |
| 229584 | 03-Mar-2025 | Single Cell Mining Claim |
| 229585 | 03-Mar-2025 | Single Cell Mining Claim |
| 230274 | 16-Jul-2026 | Single Cell Mining Claim |
| 230295 | 26-Jun-2026 | Single Cell Mining Claim |
| 230301 | 11-Jan-2027 | Single Cell Mining Claim |
| 230302 | 11-Jan-2027 | Single Cell Mining Claim |
| 230883 | 15-Oct-2026 | Single Cell Mining Claim |
| 230884 | 15-Oct-2026 | Single Cell Mining Claim |
| 230923 | 16-May-2026 | Single Cell Mining Claim |
| 230946 | 27-Nov-2026 | Single Cell Mining Claim |
| 230947 | 27-Nov-2026 | Single Cell Mining Claim |
| 230963 | 25-Sep-2026 | Single Cell Mining Claim |
| 230983 | 28-Jan-2027 | Single Cell Mining Claim |
| 230984 | 28-Jan-2027 | Single Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 231544 | 06-May-2026 | Single Cell Mining Claim |
| --- | --- | --- |
| 232195 | 15-Oct-2026 | Single Cell Mining Claim |
| 232297 | 15-Oct-2026 | Single Cell Mining Claim |
| 232905 | 22-Nov-2026 | Single Cell Mining Claim |
| 232992 | 06-May-2026 | Single Cell Mining Claim |
| 232993 | 27-Nov-2026 | Single Cell Mining Claim |
| 233019 | 21-Jun-2026 | Single Cell Mining Claim |
| 233020 | 21-Jun-2026 | Single Cell Mining Claim |
| 233559 | 22-Nov-2026 | Single Cell Mining Claim |
| 233588 | 28-Jan-2027 | Single Cell Mining Claim |
| 233589 | 28-Jan-2027 | Single Cell Mining Claim |
| 233655 | 26-Oct-2026 | Single Cell Mining Claim |
| 233656 | 26-Oct-2026 | Single Cell Mining Claim |
| 233659 | 26-Oct-2026 | Single Cell Mining Claim |
| 233660 | 26-Oct-2026 | Single Cell Mining Claim |
| 233661 | 02-Dec-2026 | Single Cell Mining Claim |
| 233680 | 22-Nov-2026 | Single Cell Mining Claim |
| 233681 | 26-Oct-2026 | Single Cell Mining Claim |
| 233682 | 26-Oct-2026 | Single Cell Mining Claim |
| 234219 | 13-Feb-2027 | Single Cell Mining Claim |
| 234225 | 13-Feb-2027 | Single Cell Mining Claim |
| 234244 | 26-Oct-2026 | Single Cell Mining Claim |
| 234246 | 26-Oct-2026 | Single Cell Mining Claim |
| 234316 | 13-Feb-2027 | Single Cell Mining Claim |
| 234372 | 28-Jan-2027 | Single Cell Mining Claim |
| 234900 | 13-Feb-2027 | Single Cell Mining Claim |
| 235003 | 17-May-2026 | Single Cell Mining Claim |
| 235669 | 04-May-2026 | Single Cell Mining Claim |
| 238958 | 13-Jun-2026 | Single Cell Mining Claim |
| 240838 | 02-Dec-2026 | Single Cell Mining Claim |
| 241631 | 28-Jan-2027 | Single Cell Mining Claim |
| 241632 | 28-Jan-2027 | Single Cell Mining Claim |
| 248333 | 02-Dec-2026 | Single Cell Mining Claim |
| 248334 | 02-Dec-2026 | Single Cell Mining Claim |
| 249632 | 28-Jan-2027 | Single Cell Mining Claim |
| 251188 | 27-Oct-2029 | Single Cell Mining Claim |
| 251189 | 27-Oct-2029 | Single Cell Mining Claim |
| 257542 | 01-Mar-2025 | Single Cell Mining Claim |
| 258930 | 16-Jul-2026 | Single Cell Mining Claim |
| 259488 | 26-Jan-2027 | Single Cell Mining Claim |
| Effective Date: December 31, 2025 | Page 25-6 | |
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | ||
|---|---|---|
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 259586 | 16-May-2025 | Boundary Cell Mining Claim |
| --- | --- | --- |
| 259592 | 27-Nov-2026 | Single Cell Mining Claim |
| 260197 | 22-Nov-2026 | Single Cell Mining Claim |
| 261588 | 26-Jun-2026 | Single Cell Mining Claim |
| 262194 | 26-Oct-2026 | Single Cell Mining Claim |
| 262195 | 26-Oct-2026 | Single Cell Mining Claim |
| 262196 | 26-Oct-2026 | Single Cell Mining Claim |
| 262219 | 21-Jun-2026 | Single Cell Mining Claim |
| 262220 | 26-Oct-2026 | Single Cell Mining Claim |
| 262844 | 22-Nov-2026 | Single Cell Mining Claim |
| 262864 | 26-Oct-2026 | Single Cell Mining Claim |
| 262865 | 26-Oct-2026 | Single Cell Mining Claim |
| 262866 | 26-Oct-2026 | Single Cell Mining Claim |
| 262867 | 02-Dec-2026 | Single Cell Mining Claim |
| 262891 | 26-Oct-2026 | Single Cell Mining Claim |
| 262907 | 13-Feb-2027 | Single Cell Mining Claim |
| 262908 | 13-Feb-2027 | Single Cell Mining Claim |
| 262915 | 13-Feb-2027 | Single Cell Mining Claim |
| 263505 | 13-Feb-2027 | Single Cell Mining Claim |
| 263550 | 28-Jan-2027 | Single Cell Mining Claim |
| 263551 | 28-Jan-2027 | Single Cell Mining Claim |
| 263558 | 28-Jan-2027 | Boundary Cell Mining Claim |
| 263585 | 13-Feb-2027 | Single Cell Mining Claim |
| 264293 | 28-Jan-2027 | Boundary Cell Mining Claim |
| 264859 | 04-May-2026 | Single Cell Mining Claim |
| 264921 | 13-Feb-2027 | Single Cell Mining Claim |
| 264922 | 13-Feb-2027 | Single Cell Mining Claim |
| 264986 | 13-Feb-2027 | Single Cell Mining Claim |
| 265589 | 02-Jun-2026 | Single Cell Mining Claim |
| 265590 | 02-Jun-2026 | Single Cell Mining Claim |
| 265591 | 02-Jun-2026 | Single Cell Mining Claim |
| 265593 | 11-Jul-2026 | Single Cell Mining Claim |
| 265594 | 11-Jul-2026 | Single Cell Mining Claim |
| 265595 | 02-Jun-2026 | Single Cell Mining Claim |
| 265596 | 04-May-2026 | Boundary Cell Mining Claim |
| 265597 | 11-Jul-2026 | Single Cell Mining Claim |
| 265628 | 08-May-2026 | Single Cell Mining Claim |
| 265629 | 04-Aug-2026 | Single Cell Mining Claim |
| 265672 | 02-Jun-2026 | Single Cell Mining Claim |
| 266212 | 02-Jun-2026 | Single Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 266213 | 02-Jun-2026 | Single Cell Mining Claim |
| --- | --- | --- |
| 266214 | 11-Jul-2026 | Single Cell Mining Claim |
| 266215 | 11-Jul-2026 | Single Cell Mining Claim |
| 266293 | 04-May-2026 | Single Cell Mining Claim |
| 266294 | 04-May-2026 | Single Cell Mining Claim |
| 266295 | 25-May-2026 | Single Cell Mining Claim |
| 266844 | 25-May-2026 | Single Cell Mining Claim |
| 266845 | 25-May-2026 | Single Cell Mining Claim |
| 266991 | 04-Aug-2026 | Single Cell Mining Claim |
| 266992 | 04-Aug-2026 | Boundary Cell Mining Claim |
| 266993 | 04-Aug-2026 | Boundary Cell Mining Claim |
| 267413 | 02-Dec-2026 | Single Cell Mining Claim |
| 267529 | 11-Jul-2026 | Single Cell Mining Claim |
| 267530 | 25-May-2026 | Single Cell Mining Claim |
| 267551 | 25-May-2026 | Single Cell Mining Claim |
| 267648 | 02-Jun-2026 | Single Cell Mining Claim |
| 268216 | 19-Dec-2026 | Single Cell Mining Claim |
| 268217 | 22-Nov-2026 | Single Cell Mining Claim |
| 268218 | 22-Nov-2026 | Single Cell Mining Claim |
| 268219 | 22-Nov-2026 | Single Cell Mining Claim |
| 268220 | 03-Mar-2025 | Single Cell Mining Claim |
| 268221 | 22-Nov-2026 | Single Cell Mining Claim |
| 269226 | 27-Oct-2029 | Single Cell Mining Claim |
| 269556 | 19-Dec-2026 | Single Cell Mining Claim |
| 269637 | 06-May-2026 | Single Cell Mining Claim |
| 269638 | 27-Nov-2026 | Single Cell Mining Claim |
| 269648 | 26-Oct-2026 | Single Cell Mining Claim |
| 270177 | 21-Jun-2026 | Single Cell Mining Claim |
| 270244 | 28-Jan-2027 | Single Cell Mining Claim |
| 270246 | 15-May-2026 | Single Cell Mining Claim |
| 270292 | 22-Nov-2026 | Single Cell Mining Claim |
| 270293 | 22-Nov-2026 | Single Cell Mining Claim |
| 270315 | 26-Oct-2026 | Single Cell Mining Claim |
| 270319 | 26-Oct-2026 | Boundary Cell Mining Claim |
| 270320 | 02-Dec-2026 | Single Cell Mining Claim |
| 270335 | 26-Jan-2027 | Single Cell Mining Claim |
| 270336 | 26-Jan-2027 | Single Cell Mining Claim |
| 270341 | 02-Dec-2026 | Single Cell Mining Claim |
| 270343 | 26-Oct-2026 | Single Cell Mining Claim |
| 270871 | 13-Feb-2027 | Single Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 270872 | 13-Feb-2027 | Single Cell Mining Claim |
| --- | --- | --- |
| 270876 | 13-Feb-2027 | Single Cell Mining Claim |
| 270877 | 13-Feb-2027 | Single Cell Mining Claim |
| 270878 | 13-Feb-2027 | Single Cell Mining Claim |
| 270879 | 13-Feb-2027 | Single Cell Mining Claim |
| 270894 | 26-Oct-2026 | Single Cell Mining Claim |
| 270962 | 17-May-2026 | Single Cell Mining Claim |
| 271013 | 28-Jan-2027 | Single Cell Mining Claim |
| 271578 | 26-Oct-2026 | Single Cell Mining Claim |
| 271658 | 26-Oct-2026 | Single Cell Mining Claim |
| 271659 | 26-Oct-2026 | Single Cell Mining Claim |
| 271660 | 26-Oct-2026 | Single Cell Mining Claim |
| 272327 | 04-May-2026 | Boundary Cell Mining Claim |
| 272901 | 13-Feb-2027 | Single Cell Mining Claim |
| 272956 | 13-Feb-2027 | Single Cell Mining Claim |
| 272960 | 26-Oct-2026 | Boundary Cell Mining Claim |
| 272961 | 26-Oct-2026 | Single Cell Mining Claim |
| 273553 | 02-Jun-2026 | Single Cell Mining Claim |
| 273554 | 11-Jul-2026 | Single Cell Mining Claim |
| 273555 | 11-Jul-2026 | Single Cell Mining Claim |
| 273556 | 04-May-2026 | Boundary Cell Mining Claim |
| 273574 | 04-Aug-2026 | Single Cell Mining Claim |
| 273575 | 08-May-2026 | Boundary Cell Mining Claim |
| 273576 | 04-Aug-2026 | Single Cell Mining Claim |
| 273622 | 02-Jun-2026 | Single Cell Mining Claim |
| 273671 | 02-Jun-2026 | Single Cell Mining Claim |
| 273672 | 02-Jun-2026 | Single Cell Mining Claim |
| 273673 | 02-Jun-2026 | Single Cell Mining Claim |
| 273674 | 11-Jul-2026 | Boundary Cell Mining Claim |
| 273675 | 11-Jul-2026 | Single Cell Mining Claim |
| 273676 | 11-Jul-2026 | Boundary Cell Mining Claim |
| 274237 | 02-Jun-2026 | Single Cell Mining Claim |
| 274240 | 11-Jul-2026 | Single Cell Mining Claim |
| 274241 | 11-Jul-2026 | Single Cell Mining Claim |
| 274261 | 04-May-2026 | Single Cell Mining Claim |
| 274262 | 25-May-2026 | Single Cell Mining Claim |
| 274274 | 02-Dec-2026 | Single Cell Mining Claim |
| 274275 | 02-Dec-2026 | Single Cell Mining Claim |
| 274757 | 02-Dec-2026 | Single Cell Mining Claim |
| 274758 | 02-Dec-2026 | Single Cell Mining Claim |
| Effective Date: December 31, 2025 | Page 25-7 | |
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | ||
|---|---|---|
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 274788 | 27-Oct-2026 | Single Cell Mining Claim |
| --- | --- | --- |
| 274789 | 27-Oct-2026 | Single Cell Mining Claim |
| 274843 | 02-Dec-2026 | Single Cell Mining Claim |
| 274844 | 02-Dec-2026 | Single Cell Mining Claim |
| 274845 | 02-Dec-2026 | Single Cell Mining Claim |
| 274846 | 02-Dec-2026 | Single Cell Mining Claim |
| 275006 | 25-May-2026 | Boundary Cell Mining Claim |
| 275554 | 02-Jun-2026 | Single Cell Mining Claim |
| 275555 | 02-Jun-2026 | Boundary Cell Mining Claim |
| 275556 | 11-Jul-2026 | Single Cell Mining Claim |
| 276047 | 01-Mar-2025 | Single Cell Mining Claim |
| 277475 | 01-Mar-2025 | Single Cell Mining Claim |
| 277487 | 26-Jun-2026 | Single Cell Mining Claim |
| 277502 | 11-Jan-2027 | Single Cell Mining Claim |
| 277514 | 22-Nov-2026 | Single Cell Mining Claim |
| 277515 | 22-Nov-2026 | Single Cell Mining Claim |
| 277516 | 22-Nov-2026 | Single Cell Mining Claim |
| 277522 | 26-Jan-2027 | Single Cell Mining Claim |
| 277523 | 26-Jan-2027 | Single Cell Mining Claim |
| 277533 | 20-Feb-2027 | Single Cell Mining Claim |
| 278093 | 15-Oct-2026 | Single Cell Mining Claim |
| 278142 | 16-May-2026 | Single Cell Mining Claim |
| 278171 | 27-Nov-2026 | Single Cell Mining Claim |
| 278173 | 22-Nov-2026 | Single Cell Mining Claim |
| 278174 | 03-Mar-2025 | Single Cell Mining Claim |
| 278201 | 30-Jun-2026 | Single Cell Mining Claim |
| 279029 | 11-Jan-2027 | Single Cell Mining Claim |
| 279040 | 22-Nov-2026 | Single Cell Mining Claim |
| 279549 | 22-Nov-2026 | Single Cell Mining Claim |
| 279552 | 26-Jan-2027 | Single Cell Mining Claim |
| 279658 | 16-May-2026 | Boundary Cell Mining Claim |
| 279679 | 27-Nov-2026 | Single Cell Mining Claim |
| 279682 | 03-Mar-2025 | Single Cell Mining Claim |
| 280268 | 22-Nov-2026 | Single Cell Mining Claim |
| 280269 | 15-May-2026 | Single Cell Mining Claim |
| 280270 | 06-May-2026 | Single Cell Mining Claim |
| 280893 | 15-Oct-2026 | Single Cell Mining Claim |
| 281017 | 15-Oct-2026 | Single Cell Mining Claim |
| 281019 | 15-Oct-2026 | Single Cell Mining Claim |
| 281565 | 27-Nov-2026 | Single Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 281645 | 19-Dec-2026 | Single Cell Mining Claim |
| --- | --- | --- |
| 281646 | 22-Nov-2026 | Single Cell Mining Claim |
| 281647 | 22-Nov-2026 | Single Cell Mining Claim |
| 282246 | 06-May-2026 | Single Cell Mining Claim |
| 282247 | 27-Nov-2026 | Single Cell Mining Claim |
| 282248 | 15-Oct-2026 | Single Cell Mining Claim |
| 282249 | 15-Oct-2026 | Single Cell Mining Claim |
| 282255 | 26-Oct-2026 | Single Cell Mining Claim |
| 282256 | 26-Oct-2026 | Single Cell Mining Claim |
| 282257 | 26-Oct-2026 | Single Cell Mining Claim |
| 282272 | 21-Jun-2026 | Single Cell Mining Claim |
| 282273 | 21-Jun-2026 | Single Cell Mining Claim |
| 282274 | 21-Jun-2026 | Single Cell Mining Claim |
| 282276 | 26-Oct-2026 | Single Cell Mining Claim |
| 282386 | 22-Nov-2026 | Single Cell Mining Claim |
| 282387 | 22-Nov-2026 | Single Cell Mining Claim |
| 282920 | 26-Oct-2026 | Single Cell Mining Claim |
| 282921 | 26-Oct-2026 | Single Cell Mining Claim |
| 282922 | 26-Oct-2026 | Single Cell Mining Claim |
| 282940 | 26-Jan-2027 | Single Cell Mining Claim |
| 282949 | 22-Nov-2026 | Single Cell Mining Claim |
| 282955 | 26-Oct-2026 | Single Cell Mining Claim |
| 283586 | 17-May-2026 | Single Cell Mining Claim |
| 283587 | 13-Feb-2027 | Single Cell Mining Claim |
| 283635 | 13-Mar-2025 | Single Cell Mining Claim |
| 283694 | 26-Oct-2026 | Single Cell Mining Claim |
| 283695 | 26-Oct-2026 | Single Cell Mining Claim |
| 284268 | 17-May-2026 | Single Cell Mining Claim |
| 284376 | 22-Nov-2026 | Single Cell Mining Claim |
| 284377 | 22-Nov-2026 | Single Cell Mining Claim |
| 284378 | 26-Jan-2027 | Single Cell Mining Claim |
| 284411 | 04-May-2026 | Single Cell Mining Claim |
| 284970 | 13-Feb-2027 | Single Cell Mining Claim |
| 285018 | 26-Oct-2026 | Single Cell Mining Claim |
| 285638 | 02-Jun-2026 | Single Cell Mining Claim |
| 285639 | 04-May-2026 | Boundary Cell Mining Claim |
| 285662 | 08-May-2026 | Single Cell Mining Claim |
| 285689 | 11-Jan-2027 | Single Cell Mining Claim |
| 285713 | 02-Jun-2026 | Single Cell Mining Claim |
| 285714 | 02-Jun-2026 | Boundary Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 285763 | 02-Jun-2026 | Single Cell Mining Claim |
| --- | --- | --- |
| 286030 | 26-Jan-2027 | Single Cell Mining Claim |
| 286348 | 25-May-2026 | Single Cell Mining Claim |
| 286365 | 02-Dec-2026 | Single Cell Mining Claim |
| 286409 | 25-May-2026 | Single Cell Mining Claim |
| 286903 | 02-Dec-2026 | Single Cell Mining Claim |
| 287087 | 25-May-2026 | Single Cell Mining Claim |
| 287549 | 03-Mar-2025 | Single Cell Mining Claim |
| 287550 | 03-Mar-2025 | Single Cell Mining Claim |
| 288151 | 01-Mar-2025 | Single Cell Mining Claim |
| 288873 | 03-Mar-2025 | Single Cell Mining Claim |
| 289621 | 15-Oct-2026 | Single Cell Mining Claim |
| 289632 | 26-Oct-2026 | Boundary Cell Mining Claim |
| 289633 | 26-Oct-2026 | Single Cell Mining Claim |
| 289634 | 26-Oct-2026 | Single Cell Mining Claim |
| 289635 | 26-Oct-2026 | Single Cell Mining Claim |
| 289658 | 21-Jun-2026 | Single Cell Mining Claim |
| 290297 | 26-Oct-2026 | Single Cell Mining Claim |
| 290298 | 26-Oct-2026 | Single Cell Mining Claim |
| 290300 | 26-Oct-2026 | Single Cell Mining Claim |
| 290325 | 13-Feb-2027 | Single Cell Mining Claim |
| 290446 | 13-Mar-2025 | Single Cell Mining Claim |
| 290980 | 13-Feb-2027 | Single Cell Mining Claim |
| 291018 | 26-Oct-2026 | Single Cell Mining Claim |
| 291075 | 26-Oct-2026 | Single Cell Mining Claim |
| 291076 | 26-Oct-2026 | Single Cell Mining Claim |
| 291689 | 26-Jun-2026 | Single Cell Mining Claim |
| 292359 | 21-Jun-2026 | Single Cell Mining Claim |
| 292360 | 13-Feb-2027 | Single Cell Mining Claim |
| 292435 | 02-Jun-2026 | Single Cell Mining Claim |
| 292436 | 02-Jun-2026 | Boundary Cell Mining Claim |
| 292438 | 11-Jul-2026 | Single Cell Mining Claim |
| 292439 | 11-Jul-2026 | Single Cell Mining Claim |
| 292440 | 11-Jul-2026 | Single Cell Mining Claim |
| 292441 | 04-May-2026 | Boundary Cell Mining Claim |
| 292442 | 11-Jul-2026 | Single Cell Mining Claim |
| 292456 | 04-Aug-2026 | Single Cell Mining Claim |
| 293061 | 02-Jun-2026 | Single Cell Mining Claim |
| 293062 | 02-Jun-2026 | Single Cell Mining Claim |
| 293063 | 11-Jul-2026 | Boundary Cell Mining Claim |
| Effective Date: December 31, 2025 | Page 25-8 | |
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | ||
|---|---|---|
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 293140 | 02-Jun-2026 | Boundary Cell Mining Claim |
| --- | --- | --- |
| 293143 | 11-Jul-2026 | Single Cell Mining Claim |
| 293725 | 25-May-2026 | Single Cell Mining Claim |
| 293738 | 25-May-2026 | Single Cell Mining Claim |
| 294051 | 26-Jan-2027 | Single Cell Mining Claim |
| 294224 | 02-Dec-2026 | Single Cell Mining Claim |
| 294288 | 03-Mar-2025 | Single Cell Mining Claim |
| 294396 | 11-Jul-2026 | Single Cell Mining Claim |
| 294434 | 02-Jun-2026 | Single Cell Mining Claim |
| 294435 | 02-Jun-2026 | Single Cell Mining Claim |
| 294501 | 02-Jun-2026 | Single Cell Mining Claim |
| 294896 | 01-Mar-2025 | Single Cell Mining Claim |
| 294897 | 01-Mar-2025 | Single Cell Mining Claim |
| 295630 | 03-Mar-2025 | Single Cell Mining Claim |
| 296316 | 16-Jul-2026 | Single Cell Mining Claim |
| 296857 | 11-Jan-2027 | Single Cell Mining Claim |
| 296866 | 26-Jan-2027 | Single Cell Mining Claim |
| 296873 | 20-Feb-2027 | Single Cell Mining Claim |
| 296979 | 27-Nov-2026 | Single Cell Mining Claim |
| 296982 | 22-Nov-2026 | Single Cell Mining Claim |
| 296983 | 03-Mar-2025 | Single Cell Mining Claim |
| 296992 | 25-Sep-2026 | Single Cell Mining Claim |
| 296996 | 19-Apr-2026 | Single Cell Mining Claim |
| 297524 | 28-Jan-2027 | Single Cell Mining Claim |
| 297585 | 22-Nov-2026 | Single Cell Mining Claim |
| 298203 | 15-Oct-2026 | Single Cell Mining Claim |
| 298224 | 15-Oct-2026 | Single Cell Mining Claim |
| 298930 | 19-Dec-2026 | Single Cell Mining Claim |
| 298931 | 22-Nov-2026 | Single Cell Mining Claim |
| 299839 | 27-Oct-2029 | Single Cell Mining Claim |
| 306216 | 26-Jan-2027 | Single Cell Mining Claim |
| 310722 | 02-Dec-2026 | Single Cell Mining Claim |
| 312710 | 16-May-2026 | Boundary Cell Mining Claim |
| 312743 | 27-Nov-2026 | Single Cell Mining Claim |
| 312744 | 27-Nov-2026 | Single Cell Mining Claim |
| 312747 | 22-Nov-2026 | Single Cell Mining Claim |
| 312755 | 25-Sep-2026 | Single Cell Mining Claim |
| 312756 | 25-Sep-2026 | Single Cell Mining Claim |
| 312759 | 19-Apr-2026 | Single Cell Mining Claim |
| 312775 | 30-Jun-2026 | Single Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 313383 | 03-Mar-2025 | Single Cell Mining Claim |
| --- | --- | --- |
| 314076 | 26-Jun-2026 | Single Cell Mining Claim |
| 314077 | 26-Jun-2026 | Single Cell Mining Claim |
| 314078 | 01-Mar-2025 | Single Cell Mining Claim |
| 314099 | 13-Jun-2026 | Single Cell Mining Claim |
| 314100 | 26-Jan-2027 | Single Cell Mining Claim |
| 314101 | 26-Jan-2027 | Single Cell Mining Claim |
| 314106 | 01-Mar-2025 | Single Cell Mining Claim |
| 314657 | 19-Dec-2026 | Single Cell Mining Claim |
| 314674 | 19-Dec-2026 | Single Cell Mining Claim |
| 314675 | 02-Dec-2026 | Single Cell Mining Claim |
| 314676 | 22-Nov-2026 | Single Cell Mining Claim |
| 314677 | 22-Nov-2026 | Single Cell Mining Claim |
| 314682 | 06-May-2026 | Single Cell Mining Claim |
| 314683 | 06-May-2026 | Single Cell Mining Claim |
| 314797 | 15-Oct-2026 | Single Cell Mining Claim |
| 314798 | 15-Oct-2026 | Single Cell Mining Claim |
| 314799 | 15-Oct-2026 | Single Cell Mining Claim |
| 320899 | 26-Jan-2027 | Single Cell Mining Claim |
| 320908 | 22-Nov-2026 | Single Cell Mining Claim |
| 320943 | 04-May-2026 | Single Cell Mining Claim |
| 321009 | 13-Feb-2027 | Single Cell Mining Claim |
| 321680 | 11-Jul-2026 | Single Cell Mining Claim |
| 321704 | 08-May-2026 | Single Cell Mining Claim |
| 322254 | 02-Jun-2026 | Single Cell Mining Claim |
| 322255 | 02-Jun-2026 | Single Cell Mining Claim |
| 322256 | 02-Jun-2026 | Single Cell Mining Claim |
| 322309 | 08-May-2026 | Single Cell Mining Claim |
| 322310 | 11-Jul-2026 | Single Cell Mining Claim |
| 322396 | 04-May-2026 | Boundary Cell Mining Claim |
| 322915 | 02-Dec-2026 | Single Cell Mining Claim |
| 322973 | 25-May-2026 | Single Cell Mining Claim |
| 322974 | 25-May-2026 | Single Cell Mining Claim |
| 323074 | 04-Aug-2026 | Boundary Cell Mining Claim |
| 323478 | 27-Oct-2026 | Single Cell Mining Claim |
| 323479 | 27-Oct-2026 | Single Cell Mining Claim |
| 323538 | 02-Dec-2026 | Single Cell Mining Claim |
| 323602 | 25-May-2026 | Single Cell Mining Claim |
| 323643 | 02-Jun-2026 | Boundary Cell Mining Claim |
| 323644 | 11-Jul-2026 | Single Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 326138 | 22-Nov-2026 | Single Cell Mining Claim |
| --- | --- | --- |
| 326139 | 22-Nov-2026 | Single Cell Mining Claim |
| 326142 | 26-Jan-2027 | Single Cell Mining Claim |
| 326764 | 27-Nov-2026 | Single Cell Mining Claim |
| 326767 | 22-Nov-2026 | Single Cell Mining Claim |
| 326768 | 22-Nov-2026 | Single Cell Mining Claim |
| 326783 | 25-Sep-2026 | Single Cell Mining Claim |
| 326808 | 28-Jan-2027 | Single Cell Mining Claim |
| 326809 | 30-Jun-2026 | Single Cell Mining Claim |
| 326881 | 22-Nov-2026 | Single Cell Mining Claim |
| 326883 | 06-May-2026 | Single Cell Mining Claim |
| 327520 | 15-Oct-2026 | Single Cell Mining Claim |
| 328213 | 22-Nov-2026 | Single Cell Mining Claim |
| 328221 | 26-Jun-2026 | Single Cell Mining Claim |
| 328822 | 04-May-2026 | Single Cell Mining Claim |
| 328831 | 26-Oct-2026 | Single Cell Mining Claim |
| 328856 | 21-Jun-2026 | Single Cell Mining Claim |
| 328857 | 21-Jun-2026 | Single Cell Mining Claim |
| 328860 | 26-Oct-2026 | Single Cell Mining Claim |
| 328861 | 26-Oct-2026 | Single Cell Mining Claim |
| 328862 | 26-Oct-2026 | Single Cell Mining Claim |
| 329433 | 28-Jan-2027 | Single Cell Mining Claim |
| 329434 | 15-May-2026 | Single Cell Mining Claim |
| 329514 | 26-Oct-2026 | Single Cell Mining Claim |
| 329519 | 26-Oct-2026 | Boundary Cell Mining Claim |
| 329520 | 02-Dec-2026 | Single Cell Mining Claim |
| 329521 | 02-Dec-2026 | Single Cell Mining Claim |
| 329522 | 02-Dec-2026 | Single Cell Mining Claim |
| 329538 | 26-Oct-2026 | Single Cell Mining Claim |
| 329540 | 26-Oct-2026 | Single Cell Mining Claim |
| 329563 | 13-Feb-2027 | Boundary Cell Mining Claim |
| 329574 | 13-Feb-2027 | Boundary Cell Mining Claim |
| 329575 | 13-Feb-2027 | Single Cell Mining Claim |
| 329576 | 13-Feb-2027 | Single Cell Mining Claim |
| 329595 | 26-Oct-2026 | Boundary Cell Mining Claim |
| 329596 | 26-Oct-2026 | Single Cell Mining Claim |
| 329597 | 26-Oct-2026 | Single Cell Mining Claim |
| 330170 | 13-Feb-2027 | Single Cell Mining Claim |
| 330189 | 28-Jan-2027 | Single Cell Mining Claim |
| 330207 | 28-Jan-2027 | Single Cell Mining Claim |
| Effective Date: December 31, 2025 | Page 25-9 | |
| --- | --- |
| Rainy River Operations<br><br> <br>Ontario<br><br> <br>Technical Report Summary | ||
|---|---|---|
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 330208 | 26-Oct-2026 | Single Cell Mining Claim |
| --- | --- | --- |
| 330217 | 28-Jan-2027 | Boundary Cell Mining Claim |
| 330231 | 13-Feb-2027 | Single Cell Mining Claim |
| 330833 | 26-Oct-2026 | Single Cell Mining Claim |
| 330834 | 26-Oct-2026 | Single Cell Mining Claim |
| 330940 | 28-Jan-2027 | Boundary Cell Mining Claim |
| 335401 | 04-Aug-2026 | Boundary Cell Mining Claim |
| 335421 | 11-Jul-2026 | Single Cell Mining Claim |
| 335422 | 11-Jul-2026 | Single Cell Mining Claim |
| 335448 | 02-Jun-2026 | Single Cell Mining Claim |
| 335449 | 02-Jun-2026 | Boundary Cell Mining Claim |
| 335469 | 02-Jun-2026 | Single Cell Mining Claim |
| 335470 | 02-Jun-2026 | Boundary Cell Mining Claim |
| 335471 | 11-Jul-2026 | Single Cell Mining Claim |
| 335763 | 02-Dec-2026 | Single Cell Mining Claim |
| 335764 | 02-Dec-2026 | Single Cell Mining Claim |
| 337117 | 28-Jan-2027 | Single Cell Mining Claim |
| 337118 | 28-Jan-2027 | Single Cell Mining Claim |
| 339966 | 03-Mar-2025 | Single Cell Mining Claim |
| 340573 | 19-Dec-2026 | Single Cell Mining Claim |
| 340574 | 22-Nov-2026 | Single Cell Mining Claim |
| 340688 | 27-Nov-2026 | Single Cell Mining Claim |
| 341220 | 21-Jun-2026 | Single Cell Mining Claim |
| 341221 | 21-Jun-2026 | Single Cell Mining Claim |
| 341224 | 26-Oct-2026 | Single Cell Mining Claim |
| 341325 | 22-Nov-2026 | Single Cell Mining Claim |
| 341350 | 26-Oct-2026 | Single Cell Mining Claim |
| 341351 | 26-Oct-2026 | Single Cell Mining Claim |
| 341354 | 02-Dec-2026 | Single Cell Mining Claim |
| 341355 | 02-Dec-2026 | Single Cell Mining Claim |
| 341356 | 02-Dec-2026 | Single Cell Mining Claim |
| 341888 | 26-Oct-2026 | Single Cell Mining Claim |
| 341909 | 13-Feb-2027 | Single Cell Mining Claim |
| 341910 | 13-Feb-2027 | Single Cell Mining Claim |
| 341911 | 26-Oct-2026 | Single Cell Mining Claim |
| 341932 | 26-Oct-2026 | Single Cell Mining Claim |
| 342008 | 13-Feb-2027 | Single Cell Mining Claim |
| 342571 | 28-Jan-2027 | Single Cell Mining Claim |
| 342572 | 28-Jan-2027 | Boundary Cell Mining Claim |
| 342573 | 28-Jan-2027 | Boundary Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 342583 | 13-Feb-2027 | Single Cell Mining Claim |
| --- | --- | --- |
| 342630 | 26-Oct-2026 | Single Cell Mining Claim |
| 342631 | 26-Oct-2026 | Single Cell Mining Claim |
| 343290 | 27-Nov-2026 | Single Cell Mining Claim |
| 343305 | 26-Jan-2027 | Single Cell Mining Claim |
| 343919 | 13-Feb-2027 | Single Cell Mining Claim |
| 343974 | 13-Feb-2027 | Boundary Cell Mining Claim |
| 344057 | 11-Jul-2026 | Single Cell Mining Claim |
| 344058 | 02-Jun-2026 | Single Cell Mining Claim |
| 344059 | 02-Jun-2026 | Single Cell Mining Claim |
| 344060 | 04-May-2026 | Single Cell Mining Claim |
| 344061 | 04-May-2026 | Single Cell Mining Claim |
| 344062 | 04-May-2026 | Single Cell Mining Claim |
| 344589 | 08-May-2026 | Single Cell Mining Claim |
| 344590 | 08-May-2026 | Boundary Cell Mining Claim |
| 344591 | 02-Jun-2026 | Boundary Cell Mining Claim |
| 344639 | 02-Jun-2026 | Single Cell Mining Claim |
| 344640 | 02-Jun-2026 | Boundary Cell Mining Claim |
| 344689 | 02-Jun-2026 | Single Cell Mining Claim |
| 344690 | 02-Jun-2026 | Single Cell Mining Claim |
| 344935 | 26-Jan-2027 | Single Cell Mining Claim |
| 345265 | 11-Jul-2026 | Single Cell Mining Claim |
| 345266 | 11-Jul-2026 | Single Cell Mining Claim |
| 345286 | 04-May-2026 | Single Cell Mining Claim |
| 345287 | 04-May-2026 | Single Cell Mining Claim |
| 345288 | 04-May-2026 | Single Cell Mining Claim |
| 345289 | 25-May-2026 | Single Cell Mining Claim |
| 345302 | 02-Dec-2026 | Single Cell Mining Claim |
| 345303 | 02-Dec-2026 | Single Cell Mining Claim |
| 345304 | 02-Dec-2026 | Single Cell Mining Claim |
| 345341 | 25-May-2026 | Single Cell Mining Claim |
| 345358 | 25-May-2026 | Single Cell Mining Claim |
| 345359 | 25-May-2026 | Single Cell Mining Claim |
| 535472 | 28-Nov-2026 | Multi-cell Mining Claim |
| 535473 | 28-Nov-2026 | Single Cell Mining Claim |
| 538576 | 08-Jan-2027 | Single Cell Mining Claim |
| 538577 | 08-Jan-2027 | Single Cell Mining Claim |
| 538578 | 08-Jan-2027 | Single Cell Mining Claim |
| 538579 | 08-Jan-2027 | Single Cell Mining Claim |
| 538580 | 08-Jan-2027 | Single Cell Mining Claim |
| Tenure<br><br> <br>ID | Anniversary<br><br> <br>Date | Tenure Type |
| --- | --- | --- |
| 538581 | 08-Jan-2027 | Single Cell Mining Claim |
| --- | --- | --- |
| 538582 | 08-Jan-2027 | Single Cell Mining Claim |
| 538583 | 08-Jan-2027 | Single Cell Mining Claim |
| 538584 | 08-Jan-2027 | Single Cell Mining Claim |
| 538585 | 08-Jan-2027 | Single Cell Mining Claim |
| 538586 | 08-Jan-2027 | Single Cell Mining Claim |
| 538587 | 08-Jan-2027 | Single Cell Mining Claim |
| 538588 | 08-Jan-2027 | Single Cell Mining Claim |
| 538589 | 08-Jan-2027 | Single Cell Mining Claim |
| 538590 | 08-Jan-2027 | Single Cell Mining Claim |
| 538591 | 08-Jan-2027 | Single Cell Mining Claim |
| 538592 | 08-Jan-2027 | Single Cell Mining Claim |
| 538593 | 08-Jan-2027 | Single Cell Mining Claim |
| 538594 | 08-Jan-2027 | Single Cell Mining Claim |
| 539565 | 26-Oct-2026 | Single Cell Mining Claim |
| 612706 | 14-Sep-2026 | Single Cell Mining Claim |
| Effective Date: December 31, 2025 | Page 25-10 | |
| --- | --- |
