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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