Under the Arrangement Agreement, each New Gold common share was exchanged for 0.4959 shares of Coeur common stock. Based on Coeur's October 31, 2025 closing price of $17.17, the exchange ratio implied a value of $8.51 per New Gold share, a 16% premium to New Gold's October 31, 2025 closing price of $7.34 on NYSE American. The deal was structured as a plan of arrangement under the Business Corporations Act (British Columbia), approved by the Supreme Court of British Columbia, rather than a conventional one-step merger. In the proxy statement's fairness-opinion analysis, RBC Capital Markets calculated that the offer price implied multiples of 2.0 times New Gold's net asset value, 5.4 times its 2026 estimated EBITDA, and 5.2 times its 2026 estimated cash flow, compared with peer medians of 0.8x, 3.6x and 4.6x, respectively, for a group of North American precious metals companies RBC selected for comparison (Equinox Gold, IAMGOLD, B2Gold, OceanaGold, SSR Mining, Orla Mining and Wesdome Gold Mines).
Upon completion, existing Coeur stockholders owned approximately 62% of the combined company and former New Gold shareholders owned approximately 38%, implying a pro forma combined equity market capitalization of approximately $20 billion. Coeur Chairman, President and CEO Mitchell J. Krebs said the deal would "create a stronger, more resilient, and larger scale precious metals mining company," adding that "this is an extraordinary opportunity to create an unrivaled North American-only, mining powerhouse at just the right time." New Gold President and CEO Patrick Godin said the combination "unlocks the next level of potential for our shareholders, uniting with a company of similar financial strength and cash flow generation while also gaining exposure to a larger scale, diversified portfolio with new long-life assets and immense exploration potential."
The combined company added New Gold's two Canadian mines, the New Afton copper-gold mine and the Rainy River gold mine, to Coeur's five existing operations (Las Chispas, Palmarejo, Rochester, Kensington and Wharf), creating seven North American operations. Coeur and New Gold said the combined company was expected to generate approximately $3.0 billion of EBITDA and approximately $2.0 billion of free cash flow in 2026 from production of approximately 20 million ounces of silver, 900,000 ounces of gold and 100 million pounds of copper, compared with Coeur's own expected standalone 2025 EBITDA and free cash flow of approximately $1 billion and $550 million, respectively. No specific dollar synergy target, phase-in schedule, or EPS accretion/dilution percentage was disclosed in the press release, investor presentation, or definitive proxy statement; the companies described the deal only qualitatively as "accretive on all of Coeur's key per share metrics, including net asset value, operating cash flow, and free cash flow."
The deal was financed entirely in stock, with no cash component, debt assumption, or bridge financing disclosed in connection with the exchange consideration itself. Separately, in connection with closing, Coeur entered into a new $1.0 billion senior secured revolving credit facility with National Bank of Canada as administrative agent, replacing its prior 2017 credit agreement, to fund working capital and general corporate purposes of the combined company.
The proxy statement's background section discloses that Coeur's board had evaluated a potential combination with New Gold since at least late 2023 alongside other candidates, including SilverCrest Metals Inc. (which Coeur separately acquired in 2024) and two other unnamed potential counterparties with which Coeur conducted due diligence but ultimately did not pursue transactions. Coeur and New Gold signed a mutual non-disclosure agreement in March 2024 and conducted due diligence over more than a year before signing the Arrangement Agreement in November 2025. National Bank Capital Markets provided a fairness opinion to the New Gold board, and CIBC Capital Markets provided a fairness opinion to a special committee of independent New Gold directors formed to evaluate the deal; both opinions concluded the consideration was fair, from a financial point of view, to New Gold shareholders. BMO Capital Markets Corp. and RBC Capital Markets, LLC each provided fairness opinions to the Coeur board concluding the exchange ratio was fair, from a financial point of view, to Coeur.
The Arrangement Agreement provided for termination fees of $413,705,000 payable by Coeur to New Gold, and $254,725,000 payable by New Gold to Coeur, in specified circumstances, plus a reciprocal expense-reimbursement provision capped at $33,965,000. Closing was conditioned on approval by at least 66 2/3% of votes cast by New Gold shareholders, approval of the stock issuance and a charter amendment (increasing Coeur's authorized shares from 900,000,000 to 1,300,000,000) by Coeur stockholders, approval by the Supreme Court of British Columbia, and antitrust and foreign-investment clearances from Mexico's antitrust authority and under Canada's Competition Act and Investment Canada Act. Coeur stockholders approved both the charter amendment (96.75% approval) and the stock issuance (97.12% approval) at a special meeting held January 27, 2026, with approximately 70% of outstanding shares voted. New Gold shareholders separately approved the arrangement at their own special meeting. The transaction closed on March 20, 2026, and New Gold shares were delisted from the TSX and NYSE American following closing.
Upon closing, New Gold CEO Patrick Godin and one other New Gold director joined the Coeur board of directors, and several members of New Gold's management team joined Coeur. Following the close, Coeur issued updated 2026 consolidated production guidance of 680,000-815,000 gold ounces, 18.7-21.9 million silver ounces and 50-65 million pounds of copper, and announced an expanded $750 million share repurchase program along with an inaugural $0.02 per share semiannual dividend policy.