o | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
o | Definitive Proxy Statement | |
o | Definitive Additional Materials | |
þ | Soliciting Material Pursuant to § 240.14a-12 |
þ | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14(a)-6(i)(4) and 0-11. |
(1) | Title of each class of securities to which transaction applies: | ||
(2) | Aggregate number of securities to which transaction applies: | ||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 011 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||
(4) | Proposed maximum aggregate value of transaction: | ||
(5) | Total fee paid: | ||
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: | ||
(2) | Form, Schedule or Registration Statement No.: | ||
(3) | Filing Party: | ||
(4) | Date Filed: | ||
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Addition of world-class Palmarejo Project positions New Coeur as the worlds undisputed leader in silver | |
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Anticipated silver and gold production growth over next two years of over 140% and 65%, respectively1 | |
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Expected 50% reduction in Coeurs estimated 2009 cash operating costs1 | |
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Adds substantial exploration / expansion potential to Coeurs existing exploration portfolio | |
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Provides an important strategic position in Mexico the worlds second largest silver producing country | |
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Coeurs underground and open-pit expertise is expected to maximize the value of the Palmarejo Project |
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Growth In Production, Resources, And Cash Flow | |
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Industry-Low Production Costs | |
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Future Expansion Potential | |
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Enhanced Exposure To Strong Silver And Gold Fundamentals |
1 | Management estimates and Palmarejo technical reports |
| Located in northern Mexico in the prolific Sierra Madre precious metals belt | |
| Holdings cover more than 12,100 hectares; less than 30% has been explored to date | |
| Construction underway | |
| Production of 10.4 million silver ounces and 115,000 gold ounces expected annually beginning in 20091 | |
| Low estimated average annual cash operating costs of negative $0.41 per ounce of silver1 |
1 | Management estimates and Palmarejo technical reports |
1 | Coeur management estimates, based on Palmarejo preliminary assessment completed on September 17, 2007. | |
2 | Analyst estimates; does not include base metals. | |
3 | Company has announced silver production to increase to 23 million ounces by 2009. | |
4 | Company announcements and SEDAR filings. Mineral resources refer to measured and indicated mineral resources and are in addition to mineral reserves. | |
5 | Based on analyst estimates. | |
6 | All cash costs are net of credits |
Vote by Telephone | Vote by Internet | Vote by Mail | ||||||
Call Toll-Free using a | Access the Website and | Sign and return your | ||||||
touch-tone telephone: | cast your vote: | proxy in the postage- | ||||||
1-888-454-8683 | www.proxyvote.com | paid envelope provided. | |
Q: | When and where is the Special Meeting of Shareholders? | |
The Special Meeting of Coeur shareholders will be held on December 3, 2007 at 9:30 a.m., local time, at The Coeur dAlene Resort and Conference Center, Second Street and Front Avenue, Coeur dAlene, Idaho. | ||
Q: | What am I being asked to vote on? | |
You are being asked to consider and vote upon 3 proposals: |
1. | Increase the authorized shares of Coeur common stock from 500,000,000 to 750,000,000 in order to provide sufficient shares to issue to Bolnisi and Palmarejo shareholders in the transactions. | ||
2. | Authorize the issuance of shares of Coeur common stock to Bolnisi and Palmarejos shareholders. | ||
3. | The adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the above two proposals. |
Q: | How do I vote my Coeur common stock? | |
Before you vote, you should read the proxy statement in its entirety, including its Annexes, and carefully consider how the transactions affect you. Then, mail your completed, dated and signed proxy card in the enclosed return envelope or submit your proxy by telephone or over the Internet as soon as possible so that your shares can be voted at the special meeting. For more information on how to vote your shares, see the section in the proxy statement entitled The Special Meeting Record Date and Voting Information. | ||
Q: | As a shareholder, how will I benefit from this merger? | |
Coeurs board of directors unanimously believes that the transactions are in the best interests of Coeur and its shareholders, because the combined company will be the worlds leading primary silver company in terms of annual silver production and low production costs (once the Palmarejo Project commences operations), expected growth rate of production over the next two years, and exploration potential, along with a leading silver resource base. Coeur will also be geographically diversified, with mining operations in North America, South America and Australia, ranging from exploration stage properties to development and operating properties. Coeur will remain highly leveraged to commodity prices with unhedged production and be one of the worlds most liquid publicly-traded silver mining companies with listings on the NYSE and the TSX. Coeurs financial flexibility, large cash position, and balance sheet strength, will enhance its access to capital markets. | ||
Q: | What vote is required to approve the proposals? | |
The proposals must be adopted by the affirmative vote of a majority of the shares of Coeur common stock that are present or represented by proxy at the shareholder meeting. In addition, the total votes cast on Proposal 2 must represent a majority of the shares of common stock outstanding on the date of the special meeting. Therefore it is important you vote today! |
Q: | How does the board of directors recommend that I vote? | |
Coeurs board of directors unanimously recommends that Coeurs shareholders vote FOR all three proposals: FOR the amendment to Coeurs articles of incorporation: FOR the issuance of Coeur shares necessary to implement the transactions; and FOR the adjournment proposal. | ||
Q: | What do I need to do now? | |
Your vote is extremely important. Please sign and return your proxy card in the enclosed return envelope as soon as possible. If you have any questions or require any assistance in executing or delivering your proxy or voting instructions, please call D.F. King & Co., Inc., which is assisting Coeur, at 1-800-901-0068 (toll-free) or (collect) at (212) 269-5550. | ||
Q: | How many votes do I have? | |
You have one vote for each share of Coeur common stock that you own as of the Special Meeting record date on October 19, 2007. | ||
Q: | What happens if I dont indicate how to vote on my proxy card? | |
If you are a holder of Coeur common stock and sign and return your proxy card, but do not include instructions on how to vote, your shares will be voted FOR approval of all three proposals. | ||
Q: | May I change my vote after I have mailed my signed proxy card? | |
Yes. You may revoke and change your vote at any time before your proxy card is voted at the special meeting. You can do this in one of three ways: |
| First, you can send a written notice to the Coeur corporate secretary stating that you would like to revoke your proxy; | ||
| Second, you can complete and submit a new proxy in writing, by telephone or over the Internet; or | ||
| Third, you can attend the meeting and vote in person. Your attendance alone will not revoke your proxy. |
If you have instructed a broker to vote your shares, you must follow directions received from your broker to change those instructions. | ||
Q: | May I vote in person? | |
Yes. You may attend the special meeting and vote your shares in person whether or not you sign and return your proxy card. If your shares are held of record by a broker, bank or other nominee and you wish to vote at the special meeting, you must obtain a proxy from the record holder. | ||
Q: | Who can help answer my questions? | |
If you have questions about the transactions and the special meeting, including the procedures for voting your shares, please call D.F. King & Co., Inc., which is assisting Coeur, at 1-800-901-0068 (toll-free) or (collect) at (212) 269-5550. | ||
Q: | When does Coeur expect to close the transactions? | |
Coeur, Bolnisi and Palmarejo will complete the transactions when all of the conditions to completion of the transactions have been satisfied or waived. The parties are working toward satisfying these |
conditions and completing the transactions as quickly as possible. The parties currently plan to complete the transactions in the fourth quarter of 2007. |
1) | Mineral Reserves correspond to Ore Reserves per US SEC classification. Metal prices used to determine ore reserves were $8.00/oz. Ag and $475.00/oz. Au at Rochester; $10.00/oz Ag at Endeavor; $10.00/oz Ag and $550.00/oz. Au at Cerro Bayo and Martha; $10.12/oz Ag. at Broken Hill; $8.00/oz Ag at San Bartolome; and $550.00/oz Au at Kensington. Endeavor and Broken Hill reserves are as of June 30, 2006. A detailed discussion of the assumptions, parameters, methods and other factors used to calculate the reserves disclosed herein are contained in the most recent technical report for each of the respective properties listed above. The technical reports have been prepared in accordance with National Instrument 43-101 and are available for review on SEDAR. | |
2) | Mineral resources are in addition to mineral reserves and have not demonstrated economic viability. A detailed discussion of the assumptions, parameters, methods and other factors used to calculate the resources disclosed herein are contained in the most recent technical report for each of the respective properties listed above. The technical reports have been prepared in accordance with National Instrument 43-101 and are available for review on SEDAR. | |
3) | Source: Palmarejo Updated Resource Statement September 2007 A 0.8 g/t AuEq cutoff has been applied to Palmarejo only those blocks with higher interpolated grade than these cut-offs have been included in the resource statement above. | |
4) | Source: Palmarejo Updated Resource Statement September 2007 0.8 g/t AuEq cut-off has been applied to Guadalupe to a depth of 150 meters below surface and a 2.5 g/t AuEq cut-off has been applied for mineral resources occurring deeper than 150 meters below surface only those blocks with higher interpolated grade than these cut-offs have been included in the resource statement above. | |
5) | Source: Palmarejo Updated Resource Statement September 2007 A 0.8 g/t AuEq cut-off has been applied to the La Patria resource estimate. Only those blocks with higher interpolated grade than this cut-off have been included in the resource statement above. |