Coeur Mining and New Gold Shareholders Approve Merger Plan

CDE
January 28, 2026

On January 27, 2026, shareholders of Coeur Mining, Inc. and New Gold Inc. voted overwhelmingly to approve a plan of arrangement that will have a wholly‑owned Coeur subsidiary acquire all outstanding shares of New Gold. The vote was 99.22 % in favor, with only 0.78 % against, and the approval was confirmed at separate meetings of each company’s shareholders.

The transaction will see Coeur’s subsidiary issue 0.4959 Coeur shares for each New Gold share held, giving Coeur shareholders approximately 62 % ownership of the combined entity and New Gold shareholders about 38 %. The deal is expected to close in the first half of 2026, pending regulatory approvals and customary closing conditions. Coeur’s third‑quarter 2025 results—$555 million in revenue, $267 million GAAP net income, and $299 million adjusted EBITDA—highlight the company’s strong profitability, while New Gold’s third‑quarter 2025 free cash flow of $205 million and $301 million in cash flow from operations demonstrate robust cash‑generating capacity.

The merger is positioned to create a top‑10 global precious‑metals producer and a North American‑based senior producer with operations in the United States, Canada, and Mexico. By combining Coeur’s diversified U.S. and Mexican operations with New Gold’s Canadian copper‑gold assets, the combined company will benefit from a broader metals mix, higher production volumes, and significant cost‑synergies in exploration, production, and cost management. Management expects the combined entity to generate roughly $3 billion in EBITDA and $2 billion in free cash flow in 2026, a substantial increase over Coeur’s projected 2025 full‑year EBITDA of $1 billion and free cash flow of $550 million.

Market reaction to the vote reflected both enthusiasm and caution. The implied premium of approximately 16 % to New Gold’s unaffected share price signaled investor confidence in the strategic rationale, while a surge in call option buying for Coeur Mining indicated a bullish view on the deal’s likelihood of closing. At the same time, a modest post‑vote dip in Coeur’s stock suggested that investors are mindful of the regulatory approvals that remain a key risk factor for the transaction’s completion.

Patrick Godin, President & CEO of New Gold, said the overwhelming support “is a strong endorsement for this transformative combination and marks a key milestone in bringing these two companies together.” Mitchell J. Krebs, Coeur’s Chairman, President, and CEO, added that the transaction “provides clear and compelling benefits for both sets of shareholders by creating a stronger, more resilient, and larger‑scale precious‑metals mining company.” The combined entity will also benefit from the addition of New Gold’s Rainy River and New Afton mines to Coeur’s portfolio, expanding the company’s copper‑gold production base and extending mine life.

For long‑term investors, the merger represents a significant shift in the competitive landscape of the precious‑metals sector. The combined company’s larger scale, diversified metals mix, and projected cash‑flow upside should improve its ability to invest in exploration and maintain a strong balance sheet, while the 16 % premium paid to New Gold shareholders reflects the market’s valuation of the expected synergies and growth potential.

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