Lexpert Magazine

March/April 2018

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

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LEXPERT MAGAZINE | MARCH/APRIL 2018 9 LEXPERT: Why did Coeur decided to launch operations in Canada for the first time? What is it about the Silvertip mine that was appealing? Kari MacKay, Goodmans LLP (for Coeur Min- ing): Most senior producers prefer to oper- ate in stable jurisdictions or where other production risks have been minimized. However, equally important to senior producers is their pipeline of continuing growth. e Silvertip mine is one of those unique opportunities that check all the boxes for a producing company. … Silvertip is a new mine with one of the highest grade opportunities in the sector, it has anticipat- ed near-term high margin cash flows with low costs, is in a stable jurisdiction and has a lot of exploration potential. LEXPERT: Can you give me a sense of how this deal came about? Had the Silvertip mine been on Coeur's radar for a while? MacKay: Like many senior producers, Coeur is always looking for growth pipe- line opportunities. ey regularly look at a variety of opportunities and sometimes spend many years looking at an asset. In this instance, although there were the inevitable starts and stops in early discus- sions, the process moved along at a rela- tively quick pace once negotiations began in earnest. Coeur has been involved in a number of Canadian transactions over the years and is very happy to have a physical presence, as well as its significant investor presence at this time. LEXPERT: ere were several elements to this deal, including the cash-and-share considerations, assumption of debt and additional contingent payments of up to US$50 million. Why was the deal struc- tured in this way? MacKay: e diverse forms of consider- ation offer the best opportunity to both the purchaser to get good value for its money, and for the sellers to leverage potential of the asset and maintain exposure to future expansions. e milestone payments are objective opportunities to recognize future potential with limited risks to Coeur. Tak- ing a portion of the consideration in stock, diversifies the holdings of JDS' sharehold- ers while maintaining their exposure to this great asset. LEXPERT: How large a role did the en- vironmental aspect play in the due dili- gence process? MacKay: Environmental protection is of critical importance to Coeur not only in its diligence process, but throughout its tenure 'Simplicity' in Silver with any project. Coeur spent a lot of time considering the environmental risks of the intended operations and assured itself as to the historical activities of prior opera- tors. As in any mining operation, there are a number of specific environmental mat- ters that continue to be monitored at the Silvertip mine so that Coeur may continue sound environmental stewardship. LEXPERT: As a corollary to that, how much further discussion was required with First Nations stakeholders? Do you expect fur- consultations going forward? Keith Bergner (Lawson Lundell LLP, for Coeur in British Columbia): ere is an ex- isting agreement in place with the Kaska Nation, and the parties recognize they have a mutual interest in building a strong rela- tionship and co-operating with each other. As with much of British Columbia, there are some overlapping claims in the area, including a claim by the Tahltan. e com- pany is committed to fostering strong rela- tionships with all potentially affected First Nations communities and believes that the Silvertip project holds opportunities for all communities in the region. MacKay: As part of our diligence, we con- firmed the historically positive relationship with the First Nations communities in the area of the Silvertip mine. Coeur an- ticipates ongoing consultation with these communities both in the context of opti- mization and exploration, and as a matter of regular operations. Like its environmen- tal stewardship policies, Coeur is dedicated to preserving good community relations and unique ecosystems throughout opera- tions through to post-reclamation. LEXPERT: Given that there is a new NDP government in British Columbia, was there any uncertainty around how things would play out? Coeur Mining's physical entry into Canada was negotiated quickly with limited approvals required INTERVIEW BY GENA SMITH Kari MacKay Good- mans LLP (for Coeur Mining) Karen MacMillan Lawson Lundell LLP (for Coeur in BC) ON THE DEAL Things could not have gone more smoothly in Coeur Mining Inc.'s acquisition of the Sil- vertip Mine — a high-grade silver-zinc-lead operation in Northern BC — and private com- pany JDS Silver Holdings Ltd. The deal that marked the Chicago-based precious metals producer's physical entry into Canada was marked by its 'simplicity' in execution. And in these complicated times, that could bode well for foreign inbound mining. Keith Bergner Lawson Lundell LLP (for Coeur in BC)

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