CDE 8-K
Coeur Mining, Inc. (CDE)
8-K
2025-03-28
For: 2025-03-26
View Original
Added on
April 11, 2026
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 26, 2025
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
(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 (see General Instructions A.2 below):
|
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
|
|
|
|
|
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. ☐
|
Item 3.02.
|
Unregistered Sales of Equity Securities.
|
As previously disclosed, on March 28, 2024, Coeur Mining, Inc. (the “Company”) and its subsidiary Coeur Alaska, Inc.
(“Coeur Alaska”) entered into a settlement agreement to resolve litigation with Maverix Metals Inc. and Maverix Metals (Nevada) Inc. (collectively “Maverix”) regarding the terms of a royalty impacting a portion of the Kensington mine property (the
“Maverix Litigation”). While Coeur Alaska continued to believe its claims and counterclaims in the matter were valid, it determined that the settlement was appropriate given the inherent uncertainty presented in litigation matters. In consideration
for the dismissal of the Maverix Litigation and pursuant to other customary terms of settlement, Coeur Alaska and Maverix agreed to amend the terms of the royalty and to issue up to 2,455,000 shares of its common stock to an affiliate of Maverix,
including common stock having a then-current fair market value of $3.0 million by April 2, 2024 and common stock having a then-current fair market value of $3.75 million by March 28, 2025 (collectively, the “Settlement Shares”). The settlement
provides that credit for the value of certain portions of equity issued to be credited against the royalty, as amended, as payment in arrears for production prior to January 1, 2024. On March 26, 2025, the Company issued 595,267 shares to settle
the second equity issuance valued at $3.75 million. The issuance of the Settlement Shares is being made pursuant to the exemption from the registration requirements afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.
|
Item 8.01.
|
Other Events.
|
The opinion of Gibson, Dunn & Crutcher LLP, which is filed as Exhibit 5.1 to this Current Report on Form 8-K, is incorporated herein by reference. The opinion was
issued in connection with the filing of the prospectus supplement on Form 424(b)(7), filed with the U.S. Securities and Exchange Commission on equal date herewith, forming part of the registration statement (File No. 333-284568).
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits
|
Exhibit No.
|
Description
|
|
Opinion of Gibson, Dunn & Crutcher LLP.
|
|
|
Consent of Gibson, Dunn & Crutcher LLP (included in its opinion filed as Exhibit 5.1).
|
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
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.
|
COEUR MINING, INC.
|
||
|
Date: March 28, 2025
|
By:
|
/s/ Thomas S. Whelan |
|
Name: Thomas S. Whelan
|
||
| Title: Senior Vice President and Chief Financial Officer | ||
Exhibit 5.1
March 28, 2025
200 South Wacker Drive, Suite 2100
Chicago, Illinois 60606
| Re: |
Coeur Mining, Inc.
|
|
Common Stock Offering
|
|
Registration Statement on Form S-3 (File No. 333-284568)
|
We have examined the Registration Statement on Form S-3, File No. 333-284568 (the “Registration
Statement”), of Coeur Mining, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus and prospectus supplement with respect thereto, dated
January 29, 2025 and March 28, 2025, respectively, in connection with the offering by the selling stockholder identified in the Registration Statement of up to 595,267 shares of the Company’s common stock, par value $0.01 per share (the “Shares”).
In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our
satisfaction as being true and complete copies of the originals, of such documents, records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render this
opinion. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as copies.
Based upon the foregoing, and subject to the assumptions, exceptions,
qualifications and limitations set forth herein, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.
We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the
event of future changes in such laws or the interpretations thereof or such facts.
Coeur Mining, Inc.
March 28, 2025
March 28, 2025
Page 2
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in
the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP