| A. |
The Parent, Parent Canadian Sub, Parent U.S. Sub, the Company and Company Mexican Sub (collectively, the “Parties”,
each a “Party”) are parties to an arrangement agreement dated as of October 3, 2024 pursuant to which, among other things, Coeur has agreed to acquire, through Coeur
Canadian Sub and as of the Effective Date, all of the issued and outstanding common shares of SilverCrest (the “Arrangement Agreement”).
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| B. |
The Parties hereby wish to amend the Plan of Arrangement in accordance with Section 5.2 of the Plan of Arrangement and Section 9.5 of the Arrangement Agreement, as provided in
this Amendment.
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| C. |
In the reasonable opinion of Company and Parent, the amendments set forth herein are of an administrative or ministerial nature required to give effect to the implementation of
the Plan of Arrangement and are not adverse to the financial or economic interests of any of the Company Shareholders or holders of Company Options.
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| 1.1 |
Definitions
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| 1.2 |
Interpretation not Affected by Headings
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| 1.3 |
Number and Gender
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| 2.1 |
Amendment to Section 1.1 of the Plan of Arrangement
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| 2.2 |
Amendment to Section 1.5 of the Plan of Arrangement
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1.5
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Date for Any Action
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|
If the date on which any action is required to be taken hereunder by a Party is not a business day, such action shall be required to be
taken on the next succeeding day which is a business day. Notwithstanding the forgoing, for the purposes of Section 2.3(h), if the date on which any action is required to be taken hereunder by a Party is not a business day, such action
shall be taken on the next succeeding calendar day (which, for greater certainty, may be a Saturday, a Sunday or a statutory or civic holiday in New York, New York, Mexico City, Mexico, or Vancouver, British Columbia).
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| 3.1 |
Ratification and Confirmation
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| 3.2 |
Arrangement Agreement Provisions
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| 3.3 |
Counterparts, Execution
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COEUR MINING, INC.
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By:
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/s/ Mitchell J. Krebs | |
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Name: Mitchell J. Krebs
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Title: Chairman, President and Chief
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| Executive Officer | ||
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1504648 B.C. UNLIMITED LIABILITY COMPANY
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By:
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/s/ Mitchell J. Krebs | |
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Name: Mitchell J. Krebs
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Title: President
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COEUR ROCHESTER INC.
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By:
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/s/ Mitchell J. Krebs | |
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Name: Mitchell J. Krebs
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Title: President
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SILVERCREST METALS INC.
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By:
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/s/ N. Eric Fier | |
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Name: N. Eric Fier
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Title: Chief Executive Officer
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COMPAÑÍA MINERA LA LLAMARADA, S.A. DE C.V.
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By:
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/s/ N. Eric Fier | |
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Name: N. Eric Fier
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Title: President
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