Coeur Mining has agreed to acquire a 17.8 percent stake in Victoria Gold Corp, a Toronto-based gold mining company, for about C$117.2 million. The seller is U.S. mining private equity firm Orion Mine Finance. Orion also agreed to sell the balance of its Victoria Gold stake to Coeur, a Chicago-based precious metals producer, subject to certain terms and conditions.
CHICAGO–(BUSINESS WIRE)–Coeur Mining, Inc. (“Coeur” or the “Company”) (NYSE: CDE) announced today that it has entered into an agreement to acquire 11,067,714 (approximately 17.8%) of the outstanding undiluted common shares of Victoria Gold Corp. (“Victoria”) (TSX: VGCX) from Orion Co-VI Ltd. (“Orion”), at price of C$13.20 per share which reflects a 5% discount to the trailing 30-day volume weighted price for the period ending May 7, 2021. In connection with the transaction, Orion will receive 12,785,485 shares of Coeur common stock (approximately 4.9% of issued and outstanding shares), based on the trailing 30-day volume weighted price of $9.17 per share, for the period ended May 7, 2021, representing aggregate consideration of approximately $117.2 million. Orion’s sales of Coeur shares will be subject to certain restrictions. The transaction is expected to close on or about May 11, 2021, subject to closing conditions.
“We have long admired the quality of Victoria’s Eagle asset and its recent success in ramping up operations. This compelling opportunity to acquire 17.8% ownership interest in Victoria from Orion is consistent with our stated strategy and capital allocation framework, and complements our existing portfolio of precious metals assets in high-quality jurisdictions in North America,” commented Mitchell J. Krebs, Coeur’s President and Chief Executive Officer. “We are excited to become a shareholder of Victoria, and believe this transaction represents an attractive investment for our stockholders.”
Concurrently, the Company and Orion also entered into an agreement pursuant to which Orion has agreed, subject to certain terms and conditions, among other things, to certain transfer restrictions on its remaining shares in Victoria and to support, vote in favor of, or deposit all common shares it owns in favor of an offer, proposal or transaction that is supported by the board of directors of Victoria that would result in the acquisition by Coeur of more than 50% of the common shares of Victoria, or all or substantially all of the assets and properties of Victoria on a consolidated basis.
An early warning report will be filed by Coeur in accordance with applicable securities laws. As indicated in such report, in the future, Coeur may acquire or dispose of common shares or other securities of Victoria, either on the open market or in private transactions, depending on a number of factors. Coeur may engage in discussions with Victoria, and, if and when appropriate, its representatives, regarding the Company’s investment and possible strategic alternatives. While no present plans exist in this regard, Coeur may consider or develop plans and/or make proposals with respect to potential strategic transactions involving Victoria’s shares, business or assets.
Coeur Mining, Inc. is a U.S.-based, well-diversified, growing precious metals producer with five wholly-owned operations: the Palmarejo gold-silver complex in Mexico, the Rochester silver-gold mine in Nevada, the Kensington gold mine in Alaska, the Wharf gold mine in South Dakota, and the Silvertip silver-zinc-lead mine in British Columbia. In addition, Coeur has interests in several precious metals exploration projects throughout North America.