2026 Special Meeting of New Gold Shareholders
Plan of Arrangement
Between
New Gold Inc. and Coeur Mining, Inc.
A Defining Transaction that Represents the Best Path Forward For Shareholders
The New Gold Special Committee and Board of Directors Unanimously Recommend Shareholders Vote FOR the Arrangement with Coeur Mining
Under the Arrangement, New Gold shareholders will receive 0.4959 of a Coeur Mining share for each New Gold share they hold, representing a 16% premium to the unaffected share price.
[1] The exchange ratio implied consideration of $8.51 per New Gold share based on the closing price of the Coeur Mining shares on the NYSE on October 31, 2025, the last trading day prior to the announcement of the Arrangement, representing a 16% premium to the closing price of the New Gold shares on the NYSE American on the same date.
[1]
Reasons for the Recommendation that Benefit Shareholders
Creation of a Premier Precious Metals Producer
Creates a Leading, All North American-Based Precious Metals Producer
The Arrangement creates a 100% North American senior mining company with an implied pro forma combined equity market capitalization of approximately $20 billion as of the signing of the arrangement agreement dated November 2, 2025 between New Gold, Coeur Mining and a wholly-owned subsidiary of Coeur Mining, seven high-quality operations with estimated production of approximately 1.25 million gold equivalent ounces in 2026, including 20 million ounces of silver, 900,000 ounces of gold and 100 million pounds of copper, over 80% of its revenue generated from the U.S. and Canada, and sector-leading free cash flow.
The Combined Company is Expected to Have Significant Combined EBITDA and Free Cash Flow
The combined company is expected to generate approximately $3.0 billion of EBITDA and approximately $2.0 billion of free cash flow in 2026.
[1] “EBITDA" is a non-GAAP financial measure. Refer to the information under the heading "Non-GAAP Measures" in the Management Information Circular dated December 19, 2025 for further information.
[2] “Free cash flow" is a non-GAAP financial measure. Refer to the information under the heading "Non-GAAP Measures" in the Management Information Circular dated December 19, 2025 for further information.
[2]
[1]
Greater Exposure to Long Life, Low Risk North American Assets and Increased Reserve and Resource Profile
The combined company provides shareholders with exposure to a portfolio of long-life operations with mine life and resources expected to extend well beyond the current mine life of New Gold’s existing two mines. This enhances resilience, reduces exposure to any single asset, and supports sustainable free cash flow going forward.
Strengthened Financial Position
The combined company is expected to have a strong free cash flow profile and a net cash position at closing with a rapidly growing cash balance, creating a clear path toward a potential investment-grade credit rating and to higher levels of shareholder returns.
_edited_edited_edited_edited.jpg)
Robust, Fully-Funded Growth Pipeline
The combined company’s strong financial position is expected to accelerate investment in multiple potential high-return organic growth opportunities including New Afton’s K-Zone, brownfield exploration at Rainy River, and exploration and mine life extension opportunities across all of Coeur Mining’s existing high-quality portfolio in the U.S., Mexico and Canada. New Gold's Board of Directors believes the combined company’s robust financial strength and flexibility, along with its extensive underground mining expertise, will allow it to unlock additional potential at New Afton and Rainy River.
_edited.jpg)
Enhanced Sector and Capital Market Profile and Liquidity
The combined company is expected to rank among the top 10 largest precious metals companies and top five global silver producers with silver representing approximately 30% of the combined company’s total mineral reserves. This enhanced scale is expected to provide investors with significantly enhanced daily trading liquidity of over $380 million with the potential for inclusion in key major U.S. indexes. Shareholders will also receive enhanced trading liquidity and capital markets exposure with a NYSE listing combined with the new TSX listing of the Coeur Mining shares.
Valuation Re-rating Potential
The strategic and financial benefits from the Arrangement (i.e., greater free cash flow, longer reserve life, lower risk and improved liquidity) are expected to position the combined company for a valuation re-rating.
Enhanced Leadership Team and Board of Directors
The combined company will be led by an experienced senior executive team, comprised of leadership from both Coeur Mining and New Gold, with a wealth of industry knowledge and complementary expertise in developing and operating open pit and underground mines. This team is expected to create a stronger and more resilient organization. Additionally, current New Gold President, Chief Executive Officer and Director, Patrick Godin, and one other current New Gold director will join Coeur Mining’s Board of Directors upon completion of the Arrangement.
Reduced Risk Through Asset Diversification
Compared to New Gold’s current dependency on two operating mines, the combined company will have a broader, more balanced portfolio, and enhanced technical capabilities to improve resilience and strategic flexibility and reduce overall operating risk.
Shareholders Continue to Participate in the Operations and Growth of the Combined Company
Immediately following completion of the Arrangement, shareholders will own approximately 38% of the combined company, retaining meaningful exposure to future upside at New Afton and Rainy River, the well-balanced portfolio of mines in North America of the combined company and the benefits described above and in the Management Information Circular dated December 19, 2025.
Arrangement Resolution
Shareholders will be asked to consider and, if deemed advisable, pass a special resolution approving the proposed statutory arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia), pursuant to which 1561611 B.C. Ltd., a wholly-owned subsidiary of Coeur Mining, will acquire all of the issued and outstanding common shares of New Gold in exchange for newly issued shares of common stock of Coeur Mining on the basis of 0.4959 of a Coeur Mining share for each New Gold share.
For more information on the Arrangement, please refer to the Management Information Circular dated December 19, 2025.
Meeting Logistics