Coeur Mining, Inc. (NYSE:CDE) announced on November 2, 2025, that it has entered into an Arrangement Agreement to acquire New Gold Inc. in a stock-for-stock transaction.
Under the terms of the agreement, each outstanding common share of New Gold will be exchanged for 0.4959 shares of Coeur common stock. The transaction will be structured as a plan of arrangement under British Columbia law.
The acquisition is subject to several conditions, including approval from both Coeur and New Gold shareholders, regulatory approvals from Mexico and Canada, and approval from the Supreme Court of British Columbia. Following the closing, two members of New Gold's board of directors are expected to join Coeur's board.
The Arrangement Agreement includes termination rights for both parties. Should Coeur terminate the agreement under certain circumstances, it may be required to pay a termination fee of $413,705,000. If New Gold terminates under specific conditions, it may be liable for a fee of $254,725,000.
Voting and support agreements have been entered into with directors and certain senior officers of both Coeur and New Gold, who collectively hold approximately 0.1% of New Gold shares and 1.5% of Coeur shares, committing them to vote in favor of the transaction.
