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8-K/A2026-05-05· grok-4-1-fast-non-reasoning

CDE · Coeur Mining, Inc.

0000215466-26-000012

SEC filing

Summary

Coeur Mining, Inc. completed its acquisition of New Gold Inc. on March 20, 2026, making New Gold a wholly-owned subsidiary via a plan of arrangement, issuing 392,682,578 common shares for an implied equity value of $6.9 billion.

Key takeaways

Full analysis

Coeur Mining, Inc. finalized its strategic business combination with New Gold Inc. on March 20, 2026, following the Arrangement Agreement signed on November 2, 2025. Through its wholly-owned subsidiary 1561611 B.C. LTD, Coeur acquired all issued and outstanding common shares of New Gold, a British Columbia corporation, under a court-approved Plan of Arrangement. New Gold shareholders received 0.4959 Coeur common shares per New Gold share, resulting in the issuance of 392,682,578 Coeur shares. Based on Coeur's NYSE closing price of $17.67 on the completion date, the transaction implied a total equity value of $6.9 billion. This filing, an amendment to the original 8-K dated March 23, 2026, provides the required Item 9.01 disclosures including financial statements and exhibits such as the Deloitte consent and unaudited pro forma condensed combined financial information. The pro forma balance sheet as of December 31, 2025, illustrates the combined entity with total assets expanding to $15.3 billion from Coeur's $4.7 billion and New Gold's adjusted $3.2 billion, incorporating preliminary purchase price allocations under ASC 805 acquisition accounting. Key adjustments include $7.7 billion to property, plant, and equipment and $2.5 billion to deferred tax liabilities. The pro forma income statement for the year ended December 31, 2025, shows combined revenue of $3.6 billion and net income of $78.7 million, or diluted EPS of $0.08, reflecting the hypothetical combination as if completed on January 1, 2025. These figures include reclassifications from New Gold's IFRS to U.S. GAAP and are preliminary, subject to final fair value determinations. The transaction enhances Coeur's asset base, particularly mining properties, positioning the combined company with significant scale while investors should note the pro forma nature excludes integration costs or synergies.