EX-99.3 4 ef20046102_ex99-3.htm EXHIBIT 99.3

Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information (“Unaudited Pro Forma Financial Information”) has been prepared based on the historical audited consolidated financial statements of Coeur Mining, Inc., a Delaware corporation (“Coeur”) and SilverCrest Metals Inc., a corporation existing under the laws of the Province of British Columbia, Canada (“SilverCrest”), as indicated below, after giving effect to the acquisition by Coeur of all of the issued and outstanding common shares of SilverCrest (the “Arrangement”) and is intended to provide information about how the Arrangement might have affected Coeur’s historical financial statements.
The unaudited pro forma condensed combined statements of operations (“Unaudited Pro Forma Statement of Operations”) for the year ended December 31, 2024, combines the historical audited consolidated statements of operations of Coeur for the corresponding periods, with the respective historical audited consolidated income statements of SilverCrest, as if the Arrangement had occurred on January 1, 2024. The unaudited pro forma condensed combined balance sheet (“Unaudited Pro Forma Balance Sheet”) as of December 31, 2024, combines the historical audited consolidated balance sheet of Coeur and the historical audited consolidated statement of financial position of SilverCrest each as of December 31, 2024, as if the Arrangement had occurred on December 31, 2024.
The Unaudited Pro Forma Financial Information has been developed from and should be read in conjunction with:

| • | the accompanying notes to the Unaudited Pro Forma Financial Information;

| • | the historical audited consolidated financial statements of Coeur for the year ended December 31, 2024, included in Coeur’s annual report on Form 10-K, filed with the SEC on February 19, 2025;

| • | the historical audited consolidated financial statements of SilverCrest for the year ended December 31, 2024, included as Exhibit 99.2; and

| • | other information relating to Coeur and SilverCrest contained in or incorporated by reference into this document.

The Unaudited Pro Forma Financial Information is presented using the acquisition method of accounting, as further described in Note 1, with Coeur as the acquirer of SilverCrest. Under the acquisition method of accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed of SilverCrest based on their respective fair market values with any excess purchase price allocated to goodwill.
The Unaudited Pro Forma Financial Information is presented for informational purposes only. The information has been prepared in accordance with Article 11 of Regulation S-X of the SEC as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in the notes to the Unaudited Pro Forma Financial Information. The information has been adjusted to include estimated Arrangement accounting adjustments, which reflect the application of the accounting required by U.S. GAAP.
The information is not necessarily indicative of the financial position and results of operations that actually would have been achieved had the Arrangement occurred as of the dates indicated herein, nor do they purport to project the future financial position and operating results of the combined company. The Unaudited Pro Forma Financial Information also does not reflect the costs of any integration activities or cost savings or synergies expected to be achieved as a result of the Arrangement and, accordingly, do not attempt to predict or suggest future results.
1

Coeur Mining, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2024

|  | Historical Coeur |  |  | Reclassified Historical SilverCrest (Note 3) |  |  | IFRS to U.S. GAAP and Accounting Policy Adjustments (Note 4) |  | (Note) |  | Arrangement Accounting Adjustments (Note 5) |  | (Note) |  | Pro Forma Combined |
In thousands, except share data ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
CURRENT ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 55,087 |  |  | $ | 153,417 |  |  | $ | — |  |  |  | $ | — |  |  |  | $ | 208,504 |
Receivables |  |  | 29,930 |  |  |  | 19,843 |  |  |  | — |  |  |  |  | — |  |  |  |  | 49,773 |
Inventory |  |  | 78,617 |  |  |  | 63,195 |  |  |  | — |  |  |  |  | 78,688 |  | 5(b) |  |  | 220,500 |
Ore on leach pads |  |  | 92,724 |  |  |  | — |  |  |  | — |  |  |  |  | — |  |  |  |  | 92,724 |
Bullion |  |  | — |  |  |  | 39,992 |  |  |  | — |  |  |  |  | — |  |  |  |  | 39,992 |
Prepaid expenses and other |  |  | 16,741 |  |  |  | 7,973 |  |  |  | — |  |  |  |  | — |  |  |  |  | 24,714 |
|  |  | 273,099 |  |  |  | 284,420 |  |  |  | — |  |  |  |  | 78,688 |  |  |  |  | 636,207 |
NON-CURRENT ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Property, plant and equipment and mining properties, net |  |  | 1,817,616 |  |  |  | 261,862 |  |  |  | (5,341 | ) | 4(a)(b) |  |  | 752,983 |  | 5(c) |  |  | 2,827,120 |
Goodwill |  |  | — |  |  |  | — |  |  |  | — |  |  |  |  | 570,101 |  | 5(g) |  |  | 570,101 |
Ore on leach pads |  |  | 106,670 |  |  |  | — |  |  |  | — |  |  |  |  | — |  |  |  |  | 106,670 |
Restricted assets |  |  | 8,512 |  |  |  | — |  |  |  | — |  |  |  |  | — |  |  |  |  | 8,512 |
Receivables |  |  | 19,583 |  |  |  | 7,350 |  |  |  | — |  |  |  |  | — |  |  |  |  | 26,933 |
Other |  |  | 76,267 |  |  |  | 5,965 |  |  |  | — |  |  |  |  | — |  |  |  |  | 82,232 |
TOTAL ASSETS |  | $ | 2,301,747 |  |  | $ | 559,597 |  |  | $ | (5,341 | ) |  |  | $ | 1,401,772 |  |  |  | $ | 4,257,775 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
CURRENT LIABILITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable |  | $ | 125,877 |  |  | $ | 4,896 |  |  | $ | — |  |  |  | $ | — |  |  |  | $ | 130,773 |
Accrued liabilities and other |  |  | 156,609 |  |  |  | 55,067 |  |  |  | — |  |  |  |  | 18,915 |  | 5(a)(d)(e) |  |  | 230,591 |
Debt |  |  | 31,380 |  |  |  | 341 |  |  |  | — |  |  |  |  | — |  |  |  |  | 31,721 |
Reclamation |  |  | 16,954 |  |  |  | — |  |  |  | — |  |  |  |  | — |  |  |  |  | 16,954 |
|  |  | 330,820 |  |  |  | 60,304 |  |  |  | — |  |  |  |  | 18,915 |  |  |  |  | 410,039 |
NON-CURRENT LIABILITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Debt |  |  | 558,678 |  |  |  | 548 |  |  |  | — |  |  |  |  | — |  |  |  |  | 559,226 |
Reclamation |  |  | 243,538 |  |  |  | 5,015 |  |  |  | 3,825 |  | 4(b) |  |  | — |  |  |  |  | 252,378 |
Deferred tax liabilities |  |  | 7,258 |  |  |  | 6,314 |  |  |  | (2,958 | ) | 4(a)(c) |  |  | 278,703 |  | 5(e) |  |  | 289,317 |
Other long-term liabilities |  |  | 38,201 |  |  |  | — |  |  |  | 590 |  | 4(c) |  |  | — |  |  |  |  | 38,791 |
|  |  | 847,675 |  |  |  | 11,877 |  |  |  | 1,457 |  |  |  |  | 278,703 |  |  |  |  | 1,139,712 |
COMMITMENTS AND CONTINGENCIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Common stock, par value $0.01 per share |  |  | 3,992 |  |  |  | — |  |  |  | — |  |  |  |  | 242 |  | 5(f) |  |  | 4,234 |
Additional paid-in capital |  |  | 4,181,521 |  |  |  | 433,983 |  |  |  | — |  |  |  |  | 1,156,530 |  | 5(f) |  |  | 5,772,034 |
Currency translation adjustment |  |  | — |  |  |  | (3,538 | ) |  |  | — |  |  |  |  | 3,538 |  | 5(f) |  |  | — |
Accumulated other comprehensive income (loss) |  |  | — |  |  |  | — |  |  |  | — |  |  |  |  | — |  |  |  |  | — |
Accumulated deficit |  |  | (3,062,261 | ) |  |  | 56,971 |  |  |  | (6,798 | ) |  |  |  | (56,156 | ) | 5(f) |  |  | (3,068,244 | )
|  |  | 1,123,252 |  |  |  | 487,416 |  |  |  | (6,798 | ) |  |  |  | 1,104,154 |  |  |  |  | 2,708,024 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |  | $ | 2,301,747 |  |  | $ | 559,597 |  |  | $ | (5,341 | ) |  |  | $ | 1,401,772 |  |  |  | $ | 4,257,775 |

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Coeur Mining, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2024

In thousands |  | Historical Coeur |  |  | Reclassified Historical SilverCrest (Note 3) |  |  | IFRS to U.S. GAAP and Accounting Policy Adjustments (Note 4) |  | (Note) |  | Arrangement Accounting Adjustments (Note 5) |  | (Note) |  | Pro Forma Combined |
Revenue |  | $ | 1,054,006 |  |  | $ | 301,928 |  |  | $ | — |  |  |  | $ | — |  |  |  | $ | 1,355,934 |
COSTS AND EXPENSES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Costs applicable to sales(1) |  |  | 606,192 |  |  |  | 93,398 |  |  |  | 187 |  | 4(c) |  |  | 78,688 |  | 5(b) |  |  | 778,465 |
Amortization |  |  | 124,974 |  |  |  | 36,729 |  |  |  | 5,428 |  | 4(a)(b) |  |  | 98,356 |  | 5(c) |  |  | 265,487 |
General and administrative |  |  | 47,727 |  |  |  | 15,266 |  |  |  | — |  |  |  |  | — |  |  |  |  | 62,993 |
Exploration |  |  | 59,658 |  |  |  | 1,609 |  |  |  | — |  |  |  |  | — |  |  |  |  | 61,267 |
Pre-development, reclamation, and other |  |  | 51,273 |  |  |  | 7,343 |  |  |  | 531 |  | 4(b) |  |  | 5,983 |  | 5(a) |  |  | 65,130 |
Total costs and expenses |  |  | 889,824 |  |  |  | 154,345 |  |  |  | 6,146 |  |  |  |  | 183,027 |  |  |  |  | 1,233,342 |
Income (loss) from operations |  |  | 164,182 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 122,592 |
OTHER INCOME (EXPENSE), NET |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Gain (loss) on debt extinguishment |  |  | 417 |  |  |  | — |  |  |  | — |  |  |  |  | — |  |  |  |  | 417 |
Fair value adjustments, net |  |  | — |  |  |  | (6,902 | ) |  |  | — |  |  |  |  | — |  |  |  |  | (6,902 | )
Interest expense, net of capitalized interest |  |  | (51,276 | ) |  |  | (671 | ) |  |  | — |  |  |  |  | — |  |  |  |  | (51,947 | )
Other, net |  |  | 13,027 |  |  |  | 3,308 |  |  |  | — |  |  |  |  | — |  |  |  |  | 16,335 |
Total other income (expense), net |  |  | (37,832 | ) |  |  | (4,265 | ) |  |  | — |  |  |  |  | — |  |  |  |  | (42,097 | )
Income (loss) before income and mining taxes |  |  | 126,350 |  |  |  | 143,318 |  |  |  | (6,146 | ) |  |  |  | (183,027 | ) |  |  |  | 80,495 |
Income and mining tax (expense) benefit |  |  | (67,450 | ) |  |  | (73,982 | ) |  |  | 1,783 |  | 4(a)(b)(c) |  |  | 46,110 |  | 5(e) |  |  | (93,539 | )
NET INCOME (LOSS) |  | $ | 58,900 |  |  | $ | 69,336 |  |  | $ | (4,363 | ) |  |  | $ | (136,917 | ) |  |  | $ | (13,044 | )
OTHER COMPREHENSIVE INCOME (LOSS): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of derivative contracts designated as cash flow hedges |  |  | (18,507 | ) |  |  | — |  |  |  | — |  |  |  |  | — |  |  |  |  | (18,507 | )
Reclassification adjustments for realized (gain) loss on cash flow hedges |  |  | 17,176 |  |  |  | — |  |  |  | — |  |  |  |  | — |  |  |  |  | 17,176 |
Other comprehensive income (loss) |  |  | (1,331 | ) |  |  | — |  |  |  | — |  |  |  |  | — |  |  |  |  | (1,331 | )
COMPREHENSIVE INCOME (LOSS) |  | $ | 57,569 |  |  | $ | 69,336 |  |  | $ | (4,363 | ) |  |  | $ | (136,917 | ) |  |  | $ | (14,375 | )
NET INCOME (LOSS) PER SHARE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic income (loss) per share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 0.15 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 5(h) |  | $ | (0.02 | )
Diluted |  | $ | 0.15 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 5(h) |  | $ | (0.02 | )

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1. Description of the Transaction
On October 3, 2024, Coeur, SilverCrest, 1504648 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of the Province of British Columbia, Canada and a wholly-owned subsidiary of Coeur (“Canadian Sub”), Coeur Rochester, Inc., a Delaware corporation, and Compañía Minera La Llamarada, S.A. de C.V., a company existing under the laws of Mexico, agreed to the Arrangement. On February 14, 2025 (the “Closing Date”), pursuant to the terms and conditions set forth in the Arrangement Agreement, Coeur (through the Canadian Sub) acquired all of the issued and outstanding common shares of SilverCrest (each, a “SilverCrest Common Share”) pursuant to a Plan of Arrangement with SilverCrest becoming a wholly-owned subsidiary of Coeur. In connection with the closing of the Arrangement, Coeur issued 239,331,799 shares of Coeur common stock, par value $0.01 per share (“Coeur common stock”).
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2. Basis of Presentation
The accompanying Unaudited Pro Forma Financial Information presents the Unaudited Pro Forma Statements of Operations and Unaudited Pro Forma Balance Sheet of Coeur prepared in accordance with Article 11 of SEC Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”. Coeur and SilverCrest prepare their consolidated financial statements on the basis of a fiscal year ended December 31, 2024. The unaudited pro forma statements of operations were prepared using:

| • | the historical audited consolidated statement of operations of Coeur for the year ended December 31, 2024; and

| • | the historical audited consolidated statement of earnings of SilverCrest for the year ended December 31, 2024

The historical audited consolidated financial statements of Coeur are prepared in accordance with U.S. GAAP and are reported in U.S. dollars. The historical audited consolidated financial statements of SilverCrest are prepared in accordance with IFRS as issued by the IASB are reported in U.S. dollars.
The unaudited pro forma statements of operations and the Unaudited Pro Forma Balance Sheet give effect to the Arrangement as if it had occurred on January 1, 2024, and December 31, 2024, respectively.
The Arrangement will be accounted for using the acquisition method of accounting, as prescribed in Accounting Standards Codification 805, Business Combinations, (“ASC 805”), under U.S. GAAP, which requires an allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values as of the date of the Arrangement. As of the date of this filing, Coeur has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of SilverCrest’s assets to be acquired and liabilities to be assumed and the related allocations of purchase price.
Material adjustments have been made to reflect SilverCrest’s historical audited consolidated financial statements on a U.S. GAAP basis for purposes of Unaudited Pro Forma Financial Information and to align SilverCrest’s historical significant accounting policies under IFRS to Coeur’s significant accounting policies under U.S. GAAP. As of the date of this filing, Coeur has not identified all adjustments necessary to convert SilverCrest’s historical audited financial statements prepared in accordance with IFRS to U.S. GAAP and to conform SilverCrest’s accounting policies to Coeur’s accounting policies.
A final determination of the fair value of SilverCrest’s assets and liabilities, including property, plant and mine development, will be based on the actual property, plant and mine development of SilverCrest that exist as of the closing date of the Arrangement. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the Unaudited Pro Forma Financial Information presented herein. Coeur has estimated the fair value of SilverCrest’s assets and liabilities based on discussions with SilverCrest’s management, preliminary valuation studies, due diligence and information presented in SilverCrest’s filings with the Canadian securities authorities.
A final determination of fair value of SilverCrest’s assets and liabilities has not been finalized as of the date of filing. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the unaudited pro forma balance sheet and unaudited pro forma statements of operations. The final purchase price allocation may be materially different than that reflected in the pro forma purchase price allocation presented herein.
5

Purchase Consideration
On the Closing Date, pursuant to the terms and conditions set forth in the Arrangement Agreement, Coeur (through the Canadian Sub) acquired all of the SilverCrest Common Share pursuant to a Plan of Arrangement with SilverCrest becoming a wholly-owned subsidiary of Coeur.
At the effective time of the Arrangement (the “Effective Time”), among other things:
• each SilverCrest shareholder received 1.6022 shares of common stock (the “Exchange Ratio”), par value $0.01 per share, of Coeur (the “Coeur Common Stock”), in exchange for each SilverCrest Common Share they held; and
• each option to purchase SilverCrest Common Shares (a “SilverCrest Option”) outstanding immediately prior to the Effective Time was exchanged for an option to acquire shares of Coeur Common Stock (a “Coeur Option”), exercisable to purchase from Coeur the number of shares of Coeur Common Stock equal to the product of (1) the number of SilverCrest Common Shares subject to the SilverCrest Option immediately before the Effective Time multiplied by (2) the Exchange Ratio (rounded down to the nearest whole number of shares of Coeur Common Stock).
The total purchase consideration of approximately $1,518 million was determined as of the acquisition and is further discussed in the following table

(in thousands, except for share and per share data) |  | Shares |  |  | Per Share |  |  | Preliminary Purchase Consideration |
Shares of Coeur exchanged for SilverCrest issued and outstanding common shares |  |  | 239,331,799 |  |  | $ | 6.61 |  |  | $ | 1,581,983 |
Fair value of replacement stock-based compensation awarded 1 |  |  |  |  |  |  |  |  |  |  | 8,772 |
Fair value of Coeur payable to SilverCrest repurchased |  |  |  |  |  |  |  |  |  |  | (72,311 | )
Total Preliminary Purchase Consideration |  |  |  |  |  |  |  |  |  | $ | 1,518,444 |

1 - Represents 3.3 million shares of Coeur Options granted as replacement awards for SilverCrest Options that are fully vested and are exercisable at acquisition date.
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Preliminary Purchase Price Allocation
The table below summarizes the preliminary allocation of purchase price to the assets acquired and liabilities assumed of SilverCrest for the purposes of the Unaudited Pro Forma Financial Information as if the Arrangement had occurred on December 31, 2024:

|  | (in thousands) |
Preliminary Purchase Price Allocation |  |  |
Cash and Cash equivalents |  | $ | 153,417 |
Receivables |  |  | 19,843 |
Inventory |  |  | 141,883 |
Bullion |  |  | 39,992 |
Prepaid expenses and other |  |  | 7,973 |
Property, plant and equipment and mining properties, net |  |  | 1,009,504 |
Goodwill |  |  | 570,101 |
Receivables |  |  | 7,350 |
Other |  |  | 5,965 |
Total Assets |  |  | 1,956,028 |
Accounts payable |  |  | 4,896 |
Accrued liabilities and other |  |  | 67,999 |
Debt |  |  | 889 |
Reclamation |  |  | 8,840 |
Deferred tax liabilities |  |  | 282,059 |
Other long-term liabilities |  |  | 590 |
Total liabilities |  |  | 365,273 |
Less: Coeur payable repurchased |  |  | (72,311 | )
Total Preliminary Purchase Consideration |  | $ | 1,518,444 |

The Goodwill balance is comprised of amounts attributable to the assembled workforce, potential strategic and financial benefits, including the financial flexibility to execute capital priorities, and new book to tax basis differences of assets acquired and liabilities assumed.
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3. SilverCrest Historical Financial Statements
SilverCrest’s historical audited consolidated financial statements as described above and are presented under IFRS and are in U.S. dollars. The historical balances reflect certain reclassifications of SilverCrest’s consolidated income statements and consolidated statement of financial position categories to conform to Coeur’s presentation in its consolidated statement of operations and consolidated balance sheet. In addition, material adjustments have been made to align SilverCrest’s historical significant accounting policies under IFRS to Coeur’s significant accounting policies under U.S. GAAP. Further review may identify additional reclassifications that could have a material impact on the Unaudited Pro Forma Financial Information of the combined group. The reclassifications identified and presented in the Unaudited Pro Forma Financial Information are based on discussions with SilverCrest’s management, due diligence and information presented in SilverCrest’s filings with Canadian securities authorities.
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The reclassifications are summarized below:
Balance Sheet as of December 31, 2024

SilverCrest Financial Statement Line |  | SilverCrest Historical Amount |  |  | Reclassification |  |  | Notes |  |  | SilverCrest Historical Reclassified Amount |  | Coeur Financial Statement Line
(in thousands) |  |  |  |  |  |  |  |  |  |  |  |  |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |
Current Assets |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 153,417 |  |  | $ | — |  |  |  |  |  | $ | 153,417 |  | Cash and cash equivalents
Bullion |  |  | 39,992 |  |  |  | — |  |  |  |  |  |  | 39,992 |  | Bullion
Trade and other receivables |  |  | 2,512 |  |  |  | 17,331 |  |  |  | 1 |  |  |  | 19,843 |  | Receivables
Value-added tax receivables |  |  | 17,331 |  |  |  | (17,331 | ) |  |  | 1 |  |  |  |  |  |
Inventories |  |  | 63,195 |  |  |  | — |  |  |  |  |  |  |  | 63,195 |  | Inventory
Prepaid expenses and other |  |  | 7,973 |  |  |  | — |  |  |  |  |  |  |  | 7,973 |  | Other
Non-current assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Mineral properties, plant and equipment |  |  | 261,862 |  |  |  | — |  |  |  |  |  |  |  | 261,862 |  | Property, plant and equipment and mining properties, net
Long-term value-added tax receivables |  |  | 7,350 |  |  |  | — |  |  |  |  |  |  |  | 7,350 |  | Receivables
Prepaids and other long-term assets |  |  | 5,965 |  |  |  | — |  |  |  |  |  |  |  | 5,965 |  | Other
Total Assets |  | $ | 559,597 |  |  | $ | — |  |  |  |  |  |  | $ | 559,597 |  |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued liabilities |  | $ | 26,411 |  |  | $ | (21,515 | ) |  |  | 2 |  |  | $ | 4,896 |  | Accounts payable
|  |  |  |  |  |  | 55,067 |  |  |  | 2,3,4 |  |  |  | 55,067 |  | Accrued liabilities and other
Tax liabilities |  |  | 25,030 |  |  |  | (25,030 | ) |  |  | 3 |  |  |  | — |  |
Derivative liabilities |  |  | 8,522 |  |  |  | (8,522 | ) |  |  | 4 |  |  |  | — |  |
Lease obligations |  |  | 341 |  |  |  | — |  |  |  |  |  |  |  | 341 |  | Debt
Non-current liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Long-term lease obligations |  |  | 548 |  |  |  | — |  |  |  |  |  |  |  | 548 |  | Debt
Deferred tax liabilities |  |  | 6,314 |  |  |  | — |  |  |  |  |  |  |  | 6,314 |  | Deferred tax liabilities
Reclamation provision |  |  | 5,015 |  |  |  | — |  |  |  |  |  |  |  | 5,015 |  | Reclamation
Total Liabilities |  | $ | 72,181 |  |  | $ | — |  |  |  |  |  |  | $ | 72,181 |  |
Equity |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |  |
Issued capital |  | $ | 427,001 |  |  | $ | 6,982 |  |  |  | 5 |  |  | $ | 433,983 |  | Additional paid-in capital
Share option reserve |  |  | 6,982 |  |  |  | (6,982 | ) |  |  | 5 |  |  |  |  |  |
Currency translation reserve |  |  | (3,538 | ) |  |  | — |  |  |  |  |  |  |  | (3,538 | ) | Currency translation adjustment
Retained earnings |  |  | 56,971 |  |  |  | — |  |  |  |  |  |  |  | 56,971 |  | Accumulated deficit
Total equity |  | $ | 487,416 |  |  | $ | — |  |  |  |  |  |  | $ | 487,416 |  |

1 - Represents a reclassification of SilverCrest value-added tax receivables, historically included in Value-added tax receivables, to Receivables at Coeur.
2 - Represents a reclassification of SilverCrest employee-related benefit and accrued operating liabilities, historically included in Accounts payable and accrued liabilities, to Accrued liabilities and other at Coeur.
3 - Represents a reclassification of SilverCrest tax liabilities, historically included in Tax liabilities, to Accrued liabilities and other at Coeur.
4 - Represents a reclassification of SilverCrest derivative liabilities, historically included in Derivative liabilities, to Accrued liabilities and other at Coeur.
5 - Represents a reclassification of SilverCrest option share reserve, historically included in Share option reserve, to Additional paid-in capital at Coeur.
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Income Statement for the year ended December 31, 2024

SilverCrest Financial Statement Line |  | Historical SilverCrest |  |  | Reclassifications |  |  | Notes |  |  | Reclassified Historical SilverCrest |  | Coeur Financial Statement Line
(in thousands) |  |  |  |  |  |  |  |  |  |  |  |  |
Revenue |  | $ | 301,928 |  |  | $ | — |  |  |  |  |  | $ | 301,928 |  | Revenue
Cost of sales |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Production costs |  |  | (87,508 | ) |  |  | (5,890 | ) |  |  | 1,2,9 |  |  |  | (93,398 | ) | Cost applicable to sales
Depreciation |  |  | (36,576 | ) |  |  | (153 | ) |  |  | 2 |  |  |  | (36,729 | ) | Amortization
Government royalties |  |  | (1,372 | ) |  |  | 1,372 |  |  |  | 1 |  |  |  | — |  |
General and administrative expenses |  |  | (19,978 | ) |  |  | 4,712 |  |  |  | 2 |  |  |  | (15,266 | ) | General and administrative
Exploration and project expenses |  |  | (1,609 | ) |  |  | — |  |  |  |  |  |  |  | (1,609 | ) | Exploration
|  |  |  |  |  |  | (7,343 | ) |  |  | 3,8 |  |  |  | (7,343 | ) | Pre-development, reclamation, and other
Foreign exchange losses |  |  | (3,554 | ) |  |  | 3,554 |  |  |  | 4 |  |  |  | — |  |
|  |  |  |  |  |  | (6,902 | ) |  |  | 5,6 |  |  |  | (6,902 | ) | Fair value adjustments, net
Transaction costs |  |  | (6,737 | ) |  |  | 6,737 |  |  |  | 8 |  |  |  | — |  |
Interest income |  |  | 6,917 |  |  |  | (6,917 | ) |  |  | 7 |  |  |  | — |  |
Interest and finance expense |  |  | (1,229 | ) |  |  | 558 |  |  |  | 3 |  |  |  | (671 | ) | Interest expense, net of capitalized interest
Other expense |  |  | (6,964 | ) |  |  | 10,272 |  |  |  | 4,5,6,7 |  |  |  | 3,308 |  | Other, net
Earnings before income taxes |  |  | 143,318 |  |  |  | — |  |  |  |  |  |  |  | 143,318 |  | Income (loss) before income and mining taxes
Income tax expense |  |  | (73,982 | ) |  |  | — |  |  |  |  |  |  |  | (73,982 | ) | Income and mining tax (expense) benefit
Net earnings |  | $ | 69,336 |  |  | $ | — |  |  |  |  |  |  | $ | 69,336 |  | NET INCOME (LOSS)

1 - Represents a reclassification of SilverCrest royalties, historically included in Government royalties, to Cost applicable to sales at Coeur.
2 - Represents a reclassification of SilverCrest operational site support and depreciation expense, historically included in General and administrative expense, to Cost of sales and Amortization at Coeur.
3 - Represents a reclassification of SilverCrest accretion expense, historically included in Interest and finance expense, to Pre-development, reclamation, and other at Coeur.
4 - Represents a reclassification of SilverCrest foreign exchange losses, historically included in Foreign exchange loss, to Other, net at Coeur.
5 - Represents a reclassification of SilverCrest derivative gains (losses), historically included in Other expense, to Fair value adjustments, net at Coeur.
6 - Represents a reclassification of SilverCrest bullion gains (losses), historically included in Other expense, to Fair value adjustments, net at Coeur.
7 - Represents a reclassification of SilverCrest interest income, historically included in Interest income, to Other, net at Coeur.
8 - Represents a reclassification of SilverCrest Transaction costs, historically included in Pre-development, reclamation, and other at Coeur.
9 - Represents a reclassification of SilverCrest non-operating site costs, historically included in General and administrative expense, to Pre-development, reclamation, and other at Coeur.
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4. IFRS to U.S. GAAP and Accounting Policy Alignment Adjustments
IFRS differs in certain material respects from U.S. GAAP. The following material adjustments have been made to reflect SilverCrest’s historical audited consolidated income statements and consolidated statement of financial position on a U.S. GAAP basis for the purposes of the Unaudited Pro Forma Financial Information. In addition, material adjustments have also been made to align SilverCrest’s significant accounting policies under IFRS to Coeur’s significant accounting policies under U.S. GAAP when there is no specific difference between IFRS and U.S. GAAP.

(a) | Depreciation and amortization

Under U.S. GAAP, Coeur’s accounting policy amortizes certain mine development costs using the units-of-production method over the estimated life of the ore body, generally based on recoverable ounces to be mined from proven and probable reserves.
Under IFRS, SilverCrest includes estimated recoverable ounces using the mineable tonnes extracted from the mine in the period as a percentage of the total mineable tonnes to be extracted in current and future periods based on mineral reserves.
The following table reflect the impacts of converting the calculation of depletion on a units-of-production method from mineable tonnes to recoverable ounces:

(in thousands) |  | As of December 31, 2024 |  |  | For the year ended December 31, 2024 |
Condensed Balance Sheet |  |  |  |  |  |
Decrease to property, plant and equipment and mine development, net |  | $ | (9,166 | ) |  |  |
Decrease to deferred tax liabilities |  | $ | (2,750 | ) |  |  |
Condensed Statements of Operations |  |  |  |  |  |  |
Increase to amortization |  |  |  |  |  | $ | 4,791 |
Increase to income and mining tax benefit (expense) |  |  |  |  |  | $ | 1,437 |

(b) | Reclamation and remediation liabilities

Under U.S. GAAP, the initial recognition of the reclamation and remediation liability is recognized at fair value, generally utilizing a present value technique to estimate the liability discounted at a credit-adjusted risk-free interest rate, and further adjusted for inflation and market risk premium. Subsequently, period-to-period revisions to either the timing or amount of the original estimate of undiscounted cash flows are treated as separate layers of the obligation.
Under IFRS, reclamation and remediation liabilities are generally measured as the best estimate of the expenditure to settle the obligation utilizing a present value technique to estimate the liability, adjusted for inflation, associated with reclamation as a liability, at a risk-free rate, when the liability is incurred. Subsequently, period-to-period revisions for changes in the estimate of expected undiscounted cash flows or discount rate are re-measured for the entire obligation by using an updated discount rate that reflects current market conditions as of the balance sheet date.
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The following table reflects the impacts of changes made to the reclamations and remediation liabilities:

(in thousands) |  | As of December 31, 2024 |  |  | For the year ended December 31, 2024 |
Condensed Balance Sheet |  |  |  |  |  |
Increase to property, plant and equipment and mine development, net |  | $ | 3,825 |  |  |  |
Increase to reclamation liabilities |  | $ | 3,825 |  |  |  |
Condensed Statements of Operations |  |  |  |  |  |  |
Increase to amortization |  |  |  |  |  | $ | 638 |
Increase to Pre-development, reclamation and other |  |  |  |  |  | $ | 531 |
Increase to income and mining tax benefit (expense) |  |  |  |  |  | $ | 412 |

(c) | Employee-related benefits

Under U.S. GAAP, an entity uses the service period approach to account for termination benefits when certain conditions are met. Benefits accumulate over time based on length of service. Under this approach, the benefit cost is accrued over an employee’s service period.
Under IFRS, an entity recognizes termination benefits as a liability and an expense only when an entity is demonstrably committed to the redundancies by having (i) a detailed plan for the terminations and (ii) when it can no longer withdraw the offer made in relation to termination benefits. This generally results in termination benefits being recognized when the closure date for a mine site has been announced and other recognition criteria have been met.
The following table reflects the accrual of employee severance for, as well as the impact of, revaluation of the accrual for the periods presented:

(in thousands) |  | As of December 31, 2024 |  |  | For the year ended December 31, 2024 |
Condensed Balance Sheet |  |  |  |  |  |
Increase to employee-related benefits |  | $ | 590 |  |  |  |
Decrease to deferred tax liabilities |  | $ | (208 | ) |  |  |
Condensed Statements of Operations |  |  |  |  |  |  |
Increase to costs applicable to sales |  |  |  |  |  | $ | 187 |
Decrease to income and mining tax benefit (expense) |  |  |  |  |  | $ | (66 | )

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5. Arrangement Accounting Adjustments
The following adjustments have been made to the Unaudited Pro Forma Financial Information to reflect certain preliminary purchase price accounting and other pro forma adjustments. Further review may identify additional adjustments that could have a material impact on the Unaudited Pro Forma Financial Information of the combined group. At this time, Coeur is not aware of any additional arrangement-related adjustments that would have a material impact on the Unaudited Pro Forma Financial Information that are not reflected or disclosed in the pro forma adjustments.

(a) | Arrangement costs and other one-time charges

The increase in Pre-development, reclamation, and other of $6.0 million for the year ended December 31, 2024 and the corresponding increase in Accrued liabilities and other of $6.0 million, of which $14.5 million relates to financial advisory services fees, reflects the adjustment to recognize transaction costs and other non-recurring charges expected to be incurred in connection with the Arrangement. For the year ended December 31, 2024, $8.5 million and $6.7 million were recognized in Pre-development, reclamation, and other and Transaction costs by Coeur and SilverCrest within their historical financial information, respectively, relating to transaction costs and non-recurring charges incurred.

(b) | Inventories

The adjustment to increase in Inventories by $78.7 million reflects the adjustments to step up the pro forma balance for SilverCrest’s finished goods, work-in-process and stockpile inventory to estimated fair value as of December 31, 2024. The fair value was determined based on estimated selling price of the inventory, less the remaining processing and selling costs and a normal profit margin on those processing and selling efforts. As a result of the increase, there was an increase to Costs applicable to sales of $78.7 million for the year ended December 31, 2024.

(c) | Property, plant and equipment and mine development, net

The adjustment to increase Property, plant and equipment and mine development, net by $753.0 million reflects the fair value estimate of property, plant, and equipment and mine development as of December 31, 2024, and the related increase to Amortization of $98.4 million for the year ended December 31, 2024.

(d) | Share-based compensation

The adjustment for the settlement of certain outstanding share-based compensation awards prior to the close of the Arrangement.

(e) | Income taxes

Deferred income taxes have been recognized based on pro forma IFRS to U.S. GAAP accounting, policy alignment, and fair value adjustments to identifiable assets acquired and liabilities assumed of SilverCrest using the statutory tax rate on a jurisdictional basis. The $278.7 million and $18.9 million increase in Deferred tax liabilities and Accrued liabilities and other, respectively, reflects the preliminary estimate of deferred tax assets and liabilities recognized on the new book to tax basis differences of assets acquired and liabilities assumed, and have been recognized as part of the Goodwill.
The estimated income and mining tax expense impact of the pro forma adjustments (except for the impact of certain transaction costs for which no tax benefit is expected due to a valuation allowance) has been recognized based upon the statutory tax rates applicable on a jurisdictional basis.
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(f) | SilverCrest shareholders’ equity

The adjustment reflects the elimination of $480.6 million of SilverCrest’s shareholders’ equity, which represents the historical book value of SilverCrest’s net assets including IFRS to U.S. GAAP and accounting policy adjustments of $(6.8) million, as a result of the application of purchase price accounting. The adjustment reflects an increase of $0.2 million and $1,582.0 million to Common stock and Additional paid-in capital, respectively, to reflect the issuance of 239.3 million shares of Coeur common stock with a par value of $0.01 per share to satisfy the issuance of 1.6022 shares of Coeur common stock for each SilverCrest common shares outstanding pursuant to the Arrangement Agreement, assuming a closing price of Coeur common stock on February 14, 2025 of $6.61 per share.
The table below reflects elimination of SilverCrest’s shareholders’ equity after adjustments for IFRS to U.S. GAAP differences and purchase price accounting and other pro forma adjustments as of December 31, 2024:

(in thousands) |  | Reclassified Historical SilverCrest |  |  | IFRS to U.S. GAAP and Accounting Policy Adjustments |  |  | Arrangement Accounting Adjustments |  |  | Equity Adjustments |  |  | Notes |  |  | Pro Forma |
Common stock |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 242 |  |  |  | 1 |  |  | $ | 242 |
Additional paid-in capital |  |  | 433,983 |  |  |  | — |  |  |  | — |  |  |  | 1,156,530 |  |  |  | 2 |  |  |  | 1,590,513 |
Current translation adjustments |  |  | (3,538 | ) |  |  | — |  |  |  | — |  |  |  | 3,538 |  |  |  | 3 |  |  |  | — |
Retained earnings (accumulated deficit) |  |  | 56,971 |  |  |  | (6,798 | ) |  |  | (5,983 | ) |  |  | (50,173 | ) |  |  | 4 |  |  |  | (5,983 | )
Total SilverCrest Equity |  | $ | 487,416 |  |  | $ | (6,798 | ) |  | $ | (5,983 | ) |  | $ | 1,110,137 |  |  |  |  |  |  | $ | 1,584,772 |

1 - Represents issuance of 239.3 million shares of Coeur common stock with a par value of $0.01 per share in exchange of 149.4 million shares of SilverCrest outstanding and 3.3 million shares of Coeur common stock as replacement stock-based compensation awarded.
2 - Represents adjustments to Additional paid-in capital, to record issuance of 239.3 million shares for $1,581.8 million,calculated by deducting the $0.2 million included in Common stock from the common stock portion of the purchase price consideration of $1,582.0 million and 3.3 million shares valued at $8.8 million for replacement stock-based compensation awarded
3 - Represents adjustment to write-off SilverCrest’s historical Current translation adjustments.
4 - Represents adjustments to write-off SilverCrest’s historical Retained earnings of $57.0 million, net of $(6.8) million of IFRS to U.S. GAAP and accounting policy adjustments. The remaining $(6.0) million represents transaction costs, as discussed in Note 5(a).

(g) | Goodwill

Goodwill is calculated as the difference between the preliminary estimated purchase price and the fair values assigned to the identifiable tangible and intangible assets acquired and liabilities assumed of SilverCrest. The fair value of assets acquired and liabilities assumed is preliminary and will be finalized upon completion of the Arrangement. Based on the preliminary purchase price allocation, Coeur has recognized $570.1 million of Goodwill. This amount may increase or decrease based on the final purchase price allocation. Goodwill recorded in connection with the acquisition is not deductible for income tax purposes.
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(h) | Earnings per share

The pro forma combined diluted earnings per share presented below reflects the adjustment to weighted average number of shares outstanding based on 1.6022 shares of Coeur common stock for each SilverCrest share outstanding of 149.4 million as of December 31, 2024 as follows:

(in thousands, except per share |  | For the year ended December 31, 2024 |
Pro forma net income (loss) from continuing operations attributable to Coeur stockholders |  | $ | (13,044 | )
Pro forma basic weighted average Coeur shares outstanding1 |  |  | 631,041 |
Pro forma basic earnings (loss) per share |  | $ | (0.02 | )
Pro forma diluted weighted average Coeur shares outstanding1, 2 |  |  | 640,093 |
Pro forma diluted earnings (loss) per share |  | $ | (0.02 | )

1 - For the year ended December 31, 2024, basic and diluted weighted average shares outstanding of 631.0 million and 640.1 million, respectively, is comprised of 391.7 million and 397.4 million basic and diluted shares, respectively, of Coeur common shares and 239.3 million shares of Coeur common shares to be exchanged for 149.4 million shares of issued and outstanding SilverCrest shares of common stock as of December 31, 2024.
2 - Dilutive shares include of 3.3 million shares of Coeur options granted as replacement awards for SilverCrest Options that are fully vested and are exercisable at acquisition date were included in the computation of diluted earnings per share for the year ended December 31, 2024.
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