Item 1.01. Entry Into a Material Definitive Agreement.

On May 10, 2021, Coeur Mining, Inc. ("Coeur") entered into a Share Exchange Agreement (the "Exchange Agreement") with Orion Co-VI Ltd. ("Seller"). Pursuant to the Exchange Agreement, Seller has agreed to sell to Coeur 11,067,714 common shares of Victoria Gold Corp., a British Columbia company ("Victoria") (representing approximately 17.8% of Victoria's outstanding common shares). In exchange, Coeur agreed to issue 12,785,485 shares of its common stock to Seller with a market value of approximately $117.2 million based on the trailing 30-day volume weighted average price of Coeur shares on May 7, 2021. The transaction is subject to closing conditions. The Coeur shares will be issued in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and the Seller's sales of Coeur shares will be subject to certain restrictions under the Exchange Agreement. The Exchange Agreement provides that Seller may be entitled to additional Coeur shares in the event Coeur acquires Victoria in the future for a higher per share consideration, subject to the terms and conditions of the Exchange Agreement.

Coeur and the Seller also entered into an agreement pursuant to which the Seller has agreed, among other things and subject to certain conditions, to certain transfer restrictions on its remaining shares in Victoria and to support, vote in favor of, or deposit all common shares of Victoria owned by the Seller or its affiliates in favor of any offer, proposal or transaction that would result in the acquisition by Coeur of more than 50% of Victoria's common shares, or all or substantially all of the assets and properties of Victoria on a consolidated basis, should Coeur pursue such a transaction.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure contained in Item 1.01 of this Form 8-K is incorporated herein by reference.

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