Why does the Corporation recommend I vote in line with the recommendations on the BLUE Proxy?
The Change of Business is the Best Path Forward for the Corporation’s Shareholders
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The Board is executing a clear, diligent strategy that blends mining and investment opportunities to preserve liquidity, reduce risk, and unlock multiple avenues for upside. This approach has already supported strong share price performance and is reinforced by prudent capital decisions, including the Kingsway Project divestiture (which cost the Corporation $1 million per month on the drilling program) and the monetization of New Found Gold Corp. shares (which provided immediate, non-dilutive capital during a difficult financing environment for junior metals and mining issuers). These choices have optimized treasury, maintained flexibility, and positioned the Corporation for growth with the COB.
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This long-term plan follows an extensive review of 29 resource-stage projects and 22 pre-resource projects over the past eighteen months. Despite identifying promising opportunities, valuations became untenable, prompting the Board to reassess strategic options and conclude that a hybrid mining/investment model offers the best path to shareholder value.
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The COB positions the Corporation for long-term growth, diversification, and value creation while maintaining its core exploration focus.
The Corporation’s Nominees Have the Background to Execute the Change of Business
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The Corporation’s Nominees bring independently proven technical, operational, and capital‑markets expertise, coupled with the strategic discipline needed to drive the long‑term shareholder value creation plan, the COB. The credible leadership, strong independent corporate governance framework, and meaningful share ownership, ensure alignment with all shareholder interests.
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The Corporation will be retaining globally recognized geologist with a track record of major discoveries, Dr. Quinton Hennigh as a technical advisor to the Investment Committee. His involvement underscores the Corporation’s disciplined and technically driven approach to capital deployment.
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The structured Northern Shield investment further demonstrates responsible stewardship from the Corporation: it provides upside exposure while safeguarding shareholder capital through escrow, approvals, and lock‑ups. The Corporation also negotiated strategic rights, including the ability to maintain a 10% ownership stake and appoint a technical advisor ensuring active oversight of shareholder capital.
The Dissidents have a History of Value Destruction and Prioritizing Self Interests
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The Dissident Nominees are neither qualified nor do they add the critical capabilities needed to execute the Corporation’s strategic plan. The Dissident Nominees consist of individuals with clear conflicts of interest, no alignment with the Corporation’s shareholders, and a track record of shareholder value destruction (including Coloured Ties, Hertz Energy, and GrowMax Resources). This raises serious concerns about how your capital might be used if they gain control.
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Coloured Ties is attempting to acquire control of the Corporation without paying a premium to all shareholders and is hoping that retail shareholders would absorb the downside risk of conflicted capital decisions without compensation. Once the Corporation’s cash is spent, shareholders cannot vote it back.
The Dissident Does Not Have a Credible Plan When Compared to the Change of Business
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The Dissident’s “plan” to invest in brownfield mineral exploration projects does not provide a long-term value creation strategy for shareholders, whereas the Corporation has already outlined how it intends to execute the COB once approved by shareholders.
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The Dissident Nominees have financial ties to LaFleur Minerals, and by extension Coloured Ties, a struggling venture chaired by Mr. Malhi, raising serious concerns that the Corporation’s strong balance sheet could be diverted to fund LaFleur Minerals’ and/ or Coloured Ties' operations.
Vote With the BLUE Proxy or BLUE VIF to Protect Your Investment from Self-Serving Dissidents
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Voting with the recommendations protects your investment, preserves strategic momentum, and ensures that the Corporation executes a disciplined, shareholder‑aligned plan grounded in governance, expertise, and long‑term value creation.
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Warning: Your investment is in immediate jeopardy if the Dissidents gain control.
Access to Unique Investment Opportunities
By combining exploration with strategic investments, the Corporation would effectively be diversified and subsequently well managed with risk.
The addition of New Gold's two Canadian mines results in a combined company with seven North American operations generating $3 billion of expected EBITDA and $2 billion of expected free cash flow in 2026.
Under the terms of the Arrangement Agreement, New Gold shareholders will receive 0.4959 shares of Coeur common stock for each New Gold common share (the "Exchange Ratio").
The Exchange Ratio implies consideration of $8.51 per New Gold common share, based on the closing price of Coeur shares of common stock on the New York Stock Exchange ("NYSE") on October 31, 2025. This represents a 16% premium to the October 31, 2025 closing price of New Gold on the NYSE American.
The Board of Directors of New Gold appointed a special committee of independent directors (the "Special Committee") to consider and make a recommendation with respect to the Transaction. Based on the unanimous recommendation of the New Gold Special Committee, and after consultation with its outside financial and legal advisors, the Board of Directors of New Gold has unanimously approved the Transaction. The Board of Directors of New Gold recommends that New Gold shareholders vote in favor of the Transaction.
CHOOSE THE RIGHT BOARD
BLUE Form of Proxy and BLUE VIF
THE CORPORATION’S NOMINEES (BLUE)
No conflicts of interest
COB executed including an initial $1 million investment with safeguards
Disciplined execution plus liquidity protection
Leadership bears financial consequences alongside you
DISSIDENT NOMINEES
All nominees tied to LaFleur Minerals
No credible business plan compared to the COB
Negative shareholder returns, mismanaged investments and regulatory issues
Dissident nominees would gain control of your Corporation’s capital for their own interests.