Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February 2025

 

Commission File Number 001-38628

 

SilverCrest Metals Inc.

(Exact name of Registrant as specified in its charter)

 

N/A

(Translation of Registrant’s name into English)

 

570 Granville Street, Suite 501

Vancouver, British Columbia V6C 3P1

Canada

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☐      Form 40-F ☒

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	SILVERCREST METALS INC.
Date: February 11, 2025	By:	/s/ Sean Deissner
	Name:	Sean Deissner
	Title:	VP, Financial Reporting

 

 

 

INDEX TO EXHIBITS

 

Exhibit Number		Description
99.1		Press Release

 

 

 

EXHIBIT 99.1

 

SilverCrest Metals Receives Court Approval for Arrangement with Coeur Mining

TSX: SIL | NYSE American: SILV

For Immediate Release

VANCOUVER, BC – February 11, 2025 – SilverCrest Metals Inc. (“SilverCrest” or the “Company”) is pleased to announce that the Supreme Court of British Columbia has granted the final order in connection with the Company’s plan of arrangement (the “Arrangement”) with Coeur Mining, Inc. (“Coeur”), whereby Coeur will, among other things, indirectly acquire all of the issued and outstanding SilverCrest shares. Pursuant to the Arrangement, SilverCrest shareholders will receive 1.6022 shares of Coeur common stock for each SilverCrest common share held.

Subject to obtaining all required approvals and the satisfaction or waiver of all required conditions, the Arrangement is expected to close on or about February 14, 2025. Following closing of the Arrangement, the SilverCrest shares are expected to be de-listed from the Toronto Stock Exchange and the NYSE American (the “De-Listing”). Following the De-Listing, it is anticipated that SilverCrest will apply to cease to be a reporting issuer under applicable Canadian securities laws and will deregister the SilverCrest shares under the U.S. Securities Exchange Act of 1934, as amended.

For a more detailed description of the Arrangement, please refer to SilverCrest’s management information circular dated January 8, 2025 (the “Circular”), available on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, and on SilverCrest’s website at www.silvercrestmetals.com/transaction.

ABOUT SILVERCREST METALS INC.

SilverCrest is a Canadian precious metals producer headquartered in Vancouver, BC.  The Company’s principal focus is its Las Chispas Operation in Sonora, Mexico.  Silvercrest has an ongoing initiative to increase its asset base by expanding current resources and reserves, acquiring, discovering, and developing high value precious metals projects and ultimately operating multiple silver-gold mines in the Americas.  The Company is led by a proven management team in all aspects of the precious metal mining sector, including taking projects through discovery, finance, on time and on budget construction, and production.

Forward-Looking Statements

This news release contains “forward-looking statements” and “forward-looking information” (collectively “forward-looking statements”) within the meaning of applicable Canadian and United States securities legislation. The words “potential”, “expected” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. These include, without limitation, statements with respect to: statements regarding SilverCrest and the combined company’s plans and expectations with respect to the proposed Arrangement and the anticipated impact of the proposed Arrangement on the combined company’s results of operations, financial position, growth opportunities and competitive position, and the expected timing of completion of the Arrangement.

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the risk that any other condition to closing of the Arrangement may not be satisfied; the risk that the closing of the Arrangement might be delayed or not occur at all; the risk that the either Coeur or SilverCrest may terminate the Arrangement Agreement and either Coeur or SilverCrest is required to pay a termination fee to the other party; potential adverse reactions or changes to business or employee relationships of Coeur or SilverCrest, including those resulting from the announcement or completion of the Arrangement; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Coeur and SilverCrest; the effects of the business combination of Coeur and SilverCrest, including the combined company’s future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; the risk that Coeur or SilverCrest may not receive the required stock exchange approvals of the Arrangement; the expected listing of shares on the NYSE; the risk of any

 

litigation relating to the proposed Arrangement; the risk of changes in governmental regulations or enforcement practices; the effects of commodity prices, life of mine estimates; the timing and amount of estimated future production; the risks of mining activities; and the fact that operating costs and business disruption may be greater than expected following the public announcement or consummation of the Arrangement. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for the combined company’s operations, gold and silver market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.

Additional factors that could cause results to differ materially from those described above can be found in the Circular and SilverCrest’s annual information form for the year ended December 31, 2023, which are filed with the SEC and on SEDAR+ and available from SilverCrest’s website at www.silvercrestmetals.com under the “Investors” tab, and in other documents SilverCrest files with the SEC or on SEDAR+. All forward-looking statements speak only as of the date they are made and are based on information available at that time. SilverCrest does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

For Further Information:

SilverCrest Metals Inc.

Contact:	Lindsay Bahadir, Senior Manager, Investor Relations and Organizational Effectiveness
Telephone:	[phone]
Fax:	[phone]
Toll Free:	1-866-691-1730 (Canada & USA)
Email:	[e-mail]
Website:	www.silvercrestmetals.com

 

 

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