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Document/Exhibit Description Pages Size 1: S-3ASR Automatic Shelf Registration Statement by a HTML 600K Well-Known Issuer 2: EX-5.1 Opinion of Counsel re: Legality HTML 50K 3: EX-5.2 Opinion of Counsel re: Legality HTML 24K 4: EX-5.3 Opinion of Counsel re: Legality HTML 20K 11: EX-23.10 Consent of Expert or Counsel HTML 14K 12: EX-23.11 Consent of Expert or Counsel HTML 14K 13: EX-23.12 Consent of Expert or Counsel HTML 14K 14: EX-23.13 Consent of Expert or Counsel HTML 14K 15: EX-23.14 Consent of Expert or Counsel HTML 14K 16: EX-23.15 Consent of Expert or Counsel HTML 14K 17: EX-23.16 Consent of Expert or Counsel HTML 15K 18: EX-23.17 Consent of Expert or Counsel HTML 14K 19: EX-23.18 Consent of Expert or Counsel HTML 14K 20: EX-23.19 Consent of Expert or Counsel HTML 14K 21: EX-23.20 Consent of Expert or Counsel HTML 15K 5: EX-23.4 Consent of Expert or Counsel HTML 12K 6: EX-23.5 Consent of Expert or Counsel HTML 15K 7: EX-23.6 Consent of Expert or Counsel HTML 14K 8: EX-23.7 Consent of Expert or Counsel HTML 14K 9: EX-23.8 Consent of Expert or Counsel HTML 14K 10: EX-23.9 Consent of Expert or Counsel HTML 14K 22: EX-FILING FEES Filing Fees Table HTML 25K
Delaware
(State or other jurisdiction of incorporation or organization) | | | 82-0109423 (I.R.S. Employer Identification
Number) |
Large accelerated filer | | | ☒
| | | | | Accelerated filer | | | ☐ | |
Non-accelerated
filer | | | ☐ | | | | | Smaller
reporting company | | | ☐ | |
(Do not check if a smaller reporting company) | | | Emerging
growth company | | | ☐ |
Name | | | State
or Other Jurisdiction of Incorporation or Organization | | | I.R.S. Employer Identification Number |
Coeur
Alaska, Inc. | | | Delaware | | | 82-0416477 |
Coeur
Capital, Inc. | | | Delaware | | | 46-4249484 |
Coeur
Explorations, Inc. | | | Idaho | | | 82-0356364 |
Coeur
Rochester, Inc. | | | Delaware | | | 88-0212514 |
Coeur
South America Corp. | | | Delaware | | | 13-3100836 |
Coeur
Sterling Holdings LLC | | | Delaware | | | 36-4910490 |
Coeur
Sterling, Inc. | | | Nevada | | | 82-1342968 |
Golden
Reward Mining Company Limited Partnership | | | Delaware | | | 46-0421908 |
Sterling
Intermediate Holdco, Inc. | | | Delaware | | | 32-0598921 |
Wharf
Resources (U.S.A.), Inc. | | | Colorado | | | 84-0786285 |
Wharf
Resources Management Inc. | | | Delaware | | | 46-0421972 |
Wharf
Reward Mines Inc. | | | Delaware | | | 46-0421970 |
Wharf
Gold Mines Inc. | | | Delaware | | | 46-0421971 |
• | common stock; |
• | preferred stock; |
• | debt securities, which may be senior or subordinated and secured or unsecured and which may include guarantees of the debt securities by some or all of our subsidiaries; |
• | warrants entitling the holders to purchase common stock, preferred stock or debt securities; |
• | depositary
shares; |
• | purchase contracts; |
• | guarantees; and |
• | units. |
• | the type and amount of securities that we propose to sell; |
• | the initial public offering price of the securities; |
• | the
names of any underwriters or agents through or to which we will sell the securities; |
• | any compensation of those underwriters or agents; and |
• | information about any securities exchanges or automated quotation systems on which the securities will be listed or traded. |
• | our Annual Report on Form 10-K for the year ended December 31, 2021 (including the portions of our Proxy Statement for our 2021 annual meeting of stockholders incorporated
by reference therein); |
• | our Current Report on Form 8-K filed with the SEC on February 16, 2022; and |
• | the description of our common stock contained in our Current Report on Form 8-K12B filed on May 16, 2013, and any amendments or reports filed for the purpose of updating that description. |
• | the risk that anticipated production, cost, expenditure and expense levels are not attained; |
• | the
risks and hazards inherent in the mining business (including risks inherent in developing large-scale mining projects, environmental hazards, industrial accidents, weather or geologically related conditions); |
• | changes in the market prices of gold, silver, zinc and lead and treatment and refining charges of gold, silver, zinc and lead, and a sustained lower price or higher treatment and refining charge environment; |
• | the impact of the COVID-19 pandemic, including disruptions to operations, the need for heightened health and safety protocols to minimize exposure and transmission risk, inflation, and disruptions to our vendors, suppliers and the communities where we
operate; |
• | the uncertainties inherent in the Company’s production, exploratory and developmental activities, including risks relating to permitting and regulatory delays (including the impact of government shutdowns), ground conditions and grade and recovery variability; |
• | any future labor disputes or work stoppages (involving the Company and its subsidiaries or third parties); |
• | the uncertainties inherent in the estimation of gold, silver, zinc and lead mineral reserves and resources; |
• | changes
that could result from the Company’s future acquisition of new mining properties or businesses; |
• | the loss of access to or insolvency of any third-party smelter to whom the Company markets its production; |
• | the effects of environmental and other governmental regulations and government shut-downs; |
• | the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries; and |
• | the
Company’s ability to raise additional financing necessary to conduct its business, make payments or refinance its debt. |
• | prior to that time, either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder is approved by the board of directors of the corporation; |
• | upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned
at least 85% of the outstanding voting stock of the corporation, excluding for this purpose shares owned by persons who are directors and also officers of the corporation and by specified employee benefit plans; or |
• | at or after such time the business combination is approved by the board of directors of the corporation and by the affirmative vote, and not by written consent, of at least 66 2⁄3% of the outstanding voting stock that is not owned by the interested stockholder. |
• | any
merger or consolidation involving the corporation and the interested stockholder; |
• | any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; |
• | any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder, subject to limited exceptions; |
• | any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or
series of the corporation beneficially owned by the interested stockholder; or |
• | the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. |
(1) | the title of the debt securities; |
(2) | any limit upon the aggregate principal amount of the debt securities; |
(3) | the price at which we will issue the debt securities; |
(4) | if other than 100% of the principal amount, the portion of their principal amount payable
upon maturity of the debt securities; |
(5) | the date or dates on which the principal of the debt securities will be payable (or method of determination thereof); |
(6) | the rate or rates (or method of determination thereof) at which the debt securities will bear interest (including any interest rates applicable to overdue payments), if any, the date or dates from which any such interest will accrue and on which
such interest will be payable, the record dates for the determination of the holders to whom interest is payable, and the dates on which any other amounts, if any, will be payable; |
(7) | if other than as set forth herein, the place or places where the principal of, premium and other amounts, if any, and interest, if any, on the debt securities will be payable; |
(8) | the price or prices at which, the period or periods within which and the terms and conditions upon which debt securities may be redeemed, in whole or in part, at our option; |
(9) | our
obligation, if any, to redeem, repurchase or repay debt securities, whether pursuant to any sinking fund or analogous provisions or pursuant to other provisions set forth therein or at the option of a holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which securities of the series shall be redeemed, purchased or repaid, in whole or in part; |
(10) | the denominations in which the debt securities shall be issuable; |
(11) | the form of such debt securities, including such legends as required by law or as we deem necessary or appropriate, and the form of temporary global security that may be issued; |
(12) | whether
the debt securities are convertible into other securities of the Company and, if so, the terms and conditions of such conversion; |
(13) | whether there are any authentication agents, paying agents, transfer agents or registrars with respect to the debt securities; |
(14) | whether the debt securities will be represented in whole or in part by one or more global notes registered in the name of a depository or its nominee; |
(15) | the ranking of such debt securities as senior debt securities or subordinated debt securities; |
(16) | if
other than U.S. dollars, the currency or currencies (including composite currencies or currency units) in which the debt securities may be purchased and in which payments on the debt securities will be made (which currencies may be different for payments of principal, premium or other amounts, if any, and/or interest, if any); |
(17) | if the debt securities will be secured by any collateral, a description of the collateral and the terms and conditions of the security and realization provisions; |
(18) | the provisions relating to any guarantee of the debt securities, including the ranking thereof; |
(19) | the
ability, if any, to defer payments of principal, interest, or other amounts; and |
(20) | any other specific terms or conditions of the debt securities, including any additional events of default or covenants provided for with respect to the debt securities, and any terms that may be required by or advisable under applicable laws or regulations. |
(1) | the indebtedness ranking senior to the debt securities being offered; |
(2) | the restrictions, if any, on payments to the holders of the debt securities being offered while a default with respect to the senior indebtedness is continuing; |
(3) | the restrictions,
if any, on payments to the holders of the debt securities being offered following an event of default; and |
(4) | the provisions requiring holders of the debt securities being offered to remit some payments to the holders of senior indebtedness. |
(1) | default in the payment of any installment of interest upon any of the debt securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; |
(2) | default in the payment of all or any part of the principal of any of the debt securities of such series
as and when the same shall become due and payable either at maturity, upon any redemption or repurchase, by declaration or otherwise; |
(3) | default in the performance, or breach, of any other covenant or warranty contained in the debt securities of such series or set forth in the applicable indenture (other than the failure to comply with any covenant or agreement to file with the trustee information required to be filed with the SEC or a default in the performance or breach of a covenant or warranty included in the applicable indenture solely for the benefit of one or more series of debt securities other than such series) and continuance of such default or breach for a period of 90 days after due notice by the trustee or by the holders of at least 25% in principal amount of the outstanding securities of such series;
or |
(4) | certain events of bankruptcy, insolvency or reorganization of the Company and, as specified in the relevant prospectus supplement, certain of our subsidiaries. |
(1) | either (a) the Company is the continuing company or (b) the successor company is a corporation incorporated under the laws of the United States or any state thereof, a member state of the European Union or any political subdivision thereof and expressly assumes the due and punctual payment of the principal of and interest on all the debt securities outstanding under such indenture according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of such indenture to be performed or observed by us; and |
(2) | the Company or such continuing or successor
company, as the case may be, is not, immediately after such amalgamation, merger, consolidation, sale, conveyance or lease, in material default in the performance or observance of any such covenant or condition. |
(1) | extend
the final maturity date of any debt security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of any interest thereon, or reduce any amount payable on redemption thereof, or impair or affect the right of any holder of debt securities to institute suit for payment thereof or, if the debt securities provide therefor, any right of repayment at the option of the holders of the debt securities, without the consent of the holder of each debt security so affected; |
(2) | reduce the aforesaid percentage of debt securities of such series, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all debt securities of such series so affected; or |
(3) | reduce
the amount of principal payable upon acceleration of the maturity date of any original issue discount security. |
• | the
names of any underwriters, dealers or agents; |
• | the purchase price of securities from us and, if the purchase price is not payable in U.S. dollars, the currency or composite currency in which the purchase price is payable; |
• | the net proceeds to us from the sale of securities; |
• | any delayed delivery arrangements; |
• | any underwriting discounts, commissions and other
items constituting underwriters’ compensation; |
• | any discounts or concessions allowed or reallowed or paid to dealers; and |
• | any commissions paid to agents. |
(1) | Christopher Pascoe, RM SME (Palmarejo Technical Report Summary); |
(2) | Miller O’Prey, P. Geo. (Palmarejo Technical
Report Summary); |
(3) | Joseph Ruffini, RM SME (Palmarejo Technical Report Summary); |
(4) | Peter Haarala, RM SME (Palmarejo Technical Report Summary); |
(5) | Christopher Pascoe, RM SME (Rochester Technical Report Summary); |
(6) | Brandon MacDougall, P.E. (Rochester Technical Report Summary); |
(7) | Matthew
Bradford, RM SME (Rochester Technical Report Summary); |
(8) | Matthew Hoffer, P.G. (Rochester Technical Report Summary); |
(9) | Christopher Pascoe, RM SME (Kensington Technical Report Summary); |
(10) | Rae Keim, P. Geo (Kensington Technical Report Summary); |
(11) | Peter Haarala, RM SME (Kensington Technical Report Summary); |
(12) | Christopher
Pascoe, RM SME (Wharf Technical Report Summary); |
(13) | Tony Auld, RM SME (Wharf Technical Report Summary); |
(14) | Lindsay Chasten, RM SME (Wharf Technical Report Summary); |
(15) | Kenan Sarratt, RM SME (Wharf Technical Report Summary); and |
(16) | John Key, RM SME (Wharf Technical Report Summary). |
Item 14. | Other Expenses of Issuance and Distribution. |
Type | | | Amount |
SEC
registration fee | | | $(1) |
Printing expenses | | | (2) |
Legal
fees and expenses | | | (2) |
Accounting fees and expenses | | | (2) |
Transfer
agent fees and expenses | | | (2) |
Rating agency fees | | | (2) |
Trustee’s
and depositary’s fees and expenses | | | (2) |
Miscellaneous expenses | | | (2) |
Total | | | $ (2) |
(1) | Deferred pursuant to Rule 456(b) of the Securities Act and to be calculated in connection with the offering of securities under this registration statement pursuant to Rule 457(r) of the Securities Act. |
(2) | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. |
Item 15. | Indemnification of Directors and Officers. |
Item 16. | Exhibits. |
Exhibit No. | | | Description |
1.1 | | | Form
of Underwriting Agreement relating to the securities offered by this registration statement.* |
| | ||
| | Delaware
Certificate of Conversion of Coeur Mining, Inc., effective as of May 16, 2013 (Incorporated herein by reference to Exhibit 3.1 to Coeur’s Current Report on Form 8-K12B filed on May 16, 2013 (File No. 001-08641)). | |
| | ||
| | Delaware
Certificate of Incorporation of Coeur Mining, Inc., effective as of May 16, 2013 (Incorporated herein by reference to Exhibit 3.2 to Coeur’s Current Report on Form 8-K12B filed on May 16, 2013). | |
| | ||
| | Certificate
of Amendment to Certificate of Incorporation, effective as of May 12, 2015 (Incorporated herein by reference to Exhibit 4.3 to Coeur’s Registration Statement on Form S-8 filed on May 13, 2015 (File No. 333-204142)). | |
| | ||
| | Amended
and Restated Bylaws effective March 8, 2019 (incorporated herein by reference to Exhibit 3.1 to Coeur’s Current Report on Form 8-K filed on March 11, 2019 (File No. 001-08641)). | |
| | ||
| | Form
of Common Stock Share Certificate of Coeur Mining, Inc. (Incorporated herein by reference to Exhibit 4.1 to Coeur’s Current Report on Form 8-K12B filed on May 16, 2013 (File No. 001-08641)). | |
| | ||
| | Warrant
Agreement, dated April 16, 2013, among Coeur Mining, Inc., Computershare Trust Company, N.A. and Computershare Inc. (Incorporated herein by reference to Exhibit 4.1 to Coeur’s Current Report on Form 8-K filed on April 16, 2013). | |
| | ||
| | Form
of Subordinated Debt Indenture (Incorporated herein by reference to Exhibit 4.6 to Coeur’s registration statement on Form S-3 filed on January 30, 2014). | |
| | ||
| | Form
of Senior Debt Indenture (Incorporated herein by reference to Exhibit 4.7 to Coeur’s registration statement on Form S-3 filed on January 30, 2014). | |
| | ||
| | Form
of Secured Debt Indenture (Incorporated herein by reference to Exhibit 4.8 to Coeur’s registration statement on Form S-3 filed on January 30, 2014). | |
| | ||
4.10 | | | Form
of Certificate of Designation, Powers and Preferences of Preferred Stock.* |
| | ||
4.11 | | | Form
of Warrant* |
| | ||
4.12 | | | Form
of Warrant Agreement* |
| | ||
4.13 | | | Form
of Depositary Agreement* |
| | ||
4.14 | | | Form
of Depositary Receipt* |
| | ||
4.15 | | | Form
of Purchase Contract Agreement* |
| | ||
4.16 | | | Form
of Unit Agreement* |
| | ||
| | Opinion
of Gibson, Dunn & Crutcher LLP (Filed herewith). | |
| | ||
| | Opinion
of Perkins Coie LLP (Filed herewith). |
Exhibit No. | | | Description |
| | Opinion
of Parsons Behle & Latimer (Field herewith). | |
| | ||
| | Consent
of Gibson, Dunn & Crutcher LLP (Included in Exhibit 5.1). | |
| | ||
| | Consent
of Perkins Coie LLP (Included in Exhibit 5.2). | |
| | ||
| | Consent
of Parsons Behle & Latimer (Included in Exhibit 5.3). | |
| | ||
| | Consent
of Grant Thornton LLP, Independent Registered Public Accounting Firm (Filed herewith). | |
| | ||
| | Consent
of Qualified Person - Christopher Pascoe (Palmarejo Technical Report Summary) (Filed herewith). | |
| | ||
| | Consent
of Qualified Person - Miller O’Prey (Palmarejo Technical Report Summary) (Filed herewith). | |
| | ||
| | Consent
of Qualified Person – Joseph Ruffini (Palmarejo Technical Report Summary) (Filed herewith). | |
| | ||
| | Consent
of Qualified Person - Peter Haarala (Palmarejo Technical Report Summary) (Filed herewith). | |
| | ||
| | Consent
of Qualified Person - Christopher Pascoe (Rochester Technical Report Summary) (Filed herewith). | |
| | ||
| | Consent
of Qualified Person - Brandon MacDougall (Rochester Technical Report Summary) (Filed herewith). | |
| | ||
| | Consent
of Qualified Person - Matthew Bradford (Rochester Technical Report Summary) (Filed herewith). | |
| | ||
| | Consent
of Qualified Person - Matthew Hoffer (Rochester Technical Report Summary) (Filed herewith). | |
| | ||
| | Consent
of Qualified Person - Christopher Pascoe (Kensington Technical Report Summary) (Filed herewith). | |
| | ||
| | Consent
of Qualified Person - Rae Keim (Kensington Technical Report Summary) (Filed herewith). | |
| | ||
| | Consent
of Qualified Person - Peter Haarala (Kensington Technical Report Summary) (Filed herewith). | |
| | ||
| | Consent
of Qualified Person - Christopher Pascoe (Wharf Technical Report Summary) (Filed herewith). | |
| | ||
| | Consent
of Qualified Person - Tony Auld (Wharf Technical Report Summary) (Filed herewith). | |
| | ||
| | Consent
of Qualified Person - Lindsay Chasten (Wharf Technical Report Summary) (Filed herewith). | |
| | ||
| | Consent
of Qualified Person - Kenan Sarratt (Wharf Technical Report Summary) (Filed herewith). | |
| | ||
| | Consent
of Qualified Person - John Key (Wharf Technical Report Summary) (Filed herewith). | |
| | ||
| | Powers
of Attorney (Included on the signature pages herewith). | |
| |
Exhibit No. | | | Description |
25.1 | | | Statement
of Eligibility of Trustee on Form T-1 with respect to the Subordinated Debt Indenture.* |
| | ||
25.2 | | | Statement
of Eligibility of Trustee on Form T-1 with respect to the Senior Debt Indenture.* |
| | ||
25.3 | | | Statement
of Eligibility of Trustee on Form T-1 with respect to the Secured Debt Indenture.* |
| | ||
| | Filing
Fee Tables |
* | To be filed by amendment or as an exhibit to a document to be incorporated by reference herein. |
Item 17. | Undertakings. |
(1) | To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”); |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | Each prospectus filed by such registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration |
(iii) | each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | That,
for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of such undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by such undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by such undersigned registrant to the purchaser. |
(6) | That,
for purposes of determining any liability under the Securities Act of 1933, each filing of such registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(7) | In connection with offerings of securities to existing security holders pursuant to warrant or rights where any securities not
taken by security holders are to be reoffered to the public, to supplement the prospectus, after the expiration of the subscription period for a warrant or rights offering, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, |
(8) | In connection with offerings of securities
at competitive bids: (a) to use its best efforts to distribute prior to the opening of bids, to prospective bidders, underwriters, and dealers, a reasonable number of copies of a prospectus which at that time meets the requirements of Section 10(a) of the Act, and relating to the securities offered at competitive bidding, as contained in the registration statement, together with any supplements thereto, and (b) to file an amendment to the registration statement reflecting the results of bidding, the terms of the reoffering and related matters to the extent required by the applicable form, not later than the first use, authorized by the issuer after the opening of bids, of a prospectus relating to the securities offered at competitive bidding, unless no further public offering of such securities by the issuer and no reoffering of such securities by the purchasers is proposed to be made. |
(9) | Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
(10) | That: |
(i) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(ii) | For
the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(11) | To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act. |
| | COEUR MINING, INC. | ||||
| | | ||||
| | By: | | | /s/
Thomas S. Whelan | |
| | Name: | | | ||
| | Title: | | | Senior Vice President and Chief Financial
Officer |
Signature | | | Title | | | Date |
| | | | |||
| | Director, President and Chief Executive Officer (Principal Executive Officer) | | | ||
| ||||||
| | | | |||
/s/
Thomas S. Whelan | | | Senior Vice President and Chief Financial Officer(Principal Financial Officer) | | | |
| ||||||
| | | | |||
/s/
Ken Watkinson | | | Vice President, Corporate Controller and Chief Accounting Officer(Principal Accounting Officer) | | | |
| ||||||
| | | | |||
/s/
Linda L. Adamany | | | Director | | | |
| ||||||
| | | | |||
| | Director | | | ||
| ||||||
| | | | |||
| | Director | | | ||
| ||||||
| | | | |||
/s/
Eduardo Luna | | | Director | | | |
|
Signature | | | Title | | | Date |
| | | | |||
| | Director | | | ||
| ||||||
| | | | |||
/s/
Robert E. Mellor | | | Chairman | | | |
| ||||||
| | | | |||
/s/
John H. Robinson | | | Director | | | |
| ||||||
| | | | |||
| | Director | | | ||
|
| | COEUR ALASKA, INC. | ||||
| | | ||||
| | By: | | | /s/
Thomas S. Whelan | |
| | Name: | | | ||
| | Title: | | | Vice President |
Signature | | | Title | | | Date |
| | | | |||
| | President and Director (Principal Executive Officer) | | | ||
| ||||||
| | | | |||
/s/
Thomas S. Whelan | | | Vice President and Director (Principal Financial Officer) | | | |
| ||||||
| | | | |||
/s/
Ken Watkinson | | | Vice President (Principal Accounting Officer) | | | |
| ||||||
| | | | |||
| | Director | | | ||
|
| | COEUR CAPITAL, INC. | ||||
| | | ||||
| | By: | | | /s/
Thomas S. Whelan | |
| | Name: | | | ||
| | Title: | | | Vice President |
Signature | | | Title | | | Date |
| | | | |||
| | President and Director (Principal Executive Officer) | | | ||
| ||||||
| | | | |||
/s/
Thomas S. Whelan | | | Vice President and Director (Principal Financial Officer) | | | |
| ||||||
| | | | |||
/s/
Ken Watkinson | | | Vice President (Principal Accounting Officer) | | | |
| ||||||
| | | | |||
| | Director | | | ||
|
| | COEUR EXPLORATIONS, INC. | ||||
| | | | |||
| | By: | | | /s/
Thomas S. Whelan | |
| | Name: | | | ||
| | Title: | | | Vice President |
Signature | | | Title | | | Date |
| | | | |||
| | President and Director (Principal Executive Officer) | | | ||
| ||||||
| | | | |||
/s/
Thomas S. Whelan | | | Vice President and Director (Principal Financial Officer) | | | |
| ||||||
| | | | |||
/s/
Ken Watkinson | | | Vice President (Principal Accounting Officer) | | | |
| ||||||
| | | | |||
| | Director | | | ||
|
| | COEUR ROCHESTER, INC. | ||||
| | | ||||
| | By: | | | /s/
Thomas S. Whelan | |
| | Name: | | | ||
| | Title: | | | Vice President |
Signature | | | Title | | | Date |
| | | | |||
| | President and Director (Principal Executive Officer) | | | ||
| ||||||
| | | | |||
/s/
Thomas S. Whelan | | | Vice President and Director (Principal Financial Officer) | | | |
| ||||||
| | | | |||
/s/
Ken Watkinson | | | Vice President (Principal Accounting Officer) | | | |
| ||||||
| | | | |||
| | Director | | | ||
|
| | COEUR SOUTH AMERICA CORP. | ||||
| | | ||||
| | By: | | | /s/
Thomas S. Whelan | |
| | Name: | | | ||
| | Title: | | | Vice President |
Signature | | | Title | | | Date |
| | | | |||
| | President and Director (Principal Executive Officer) | | | ||
| ||||||
| | | | |||
/s/
Thomas S. Whelan | | | Vice President and Director (Principal Financial Officer) | | | |
| ||||||
| | | | |||
/s/
Ken Watkinson | | | Vice President (Principal Accounting Officer) | | | |
| ||||||
| | | | |||
| | Director | | | ||
|
| | COEUR STERLING HOLDINGS LLC | ||||
| | | ||||
| | By: | | | /s/
Thomas S. Whelan | |
| | Name: | | | ||
| | Title: | | | Vice President |
Signature | | | Title | | | Date |
| | | | |||
| | President and Director (Principal Executive Officer) | | | ||
| ||||||
| | | | |||
/s/
Thomas S. Whelan | | | Vice President and Director (Principal Financial Officer) | | | |
| ||||||
| | | | |||
/s/
Ken Watkinson | | | Vice President (Principal Accounting Officer) | | | |
| ||||||
| | | | |||
| | Director | | | ||
|
| | COEUR STERLING, INC. | ||||
| | | ||||
| | By: | | | /s/
Thomas S. Whelan | |
| | Name: | | | ||
| | Title: | | | Vice President |
Signature | | | Title | | | Date |
| | | | |||
| | President and Director (Principal Executive Officer) | | | ||
| ||||||
| | | | |||
/s/
Thomas S. Whelan | | | Vice President and Director (Principal Financial Officer) | | | |
| ||||||
| | | | |||
/s/
Ken Watkinson | | | Vice President (Principal Accounting Officer) | | | |
| ||||||
| | | | |||
| | Director | | | ||
|
| | WHARF RESOURCES (U.S.A.), INC. | ||||
| | | ||||
| | By: | | | /s/
Thomas S. Whelan | |
| | Name: | | | ||
| | Title: | | | Vice President |
Signature | | | Title | | | Date |
| | | | |||
| | President and Director (Principal Executive Officer) | | | ||
| ||||||
| | | | |||
/s/
Thomas S. Whelan | | | Vice President and Director (Principal Financial Officer) | | | |
| ||||||
| | | | |||
/s/
Ken Watkinson | | | Vice President (Principal Accounting Officer) | | | |
| ||||||
| | | | |||
| | Director | | | ||
|
| | WHARF RESOURCES MANAGEMENT INC. | ||||
| | | ||||
| | By: | | | /s/
Thomas S. Whelan | |
| | Name: | | | ||
| | Title: | | | Vice President |
Signature | | | Title | | | Date |
| | | | |||
| | President and Director (Principal Executive Officer) | | | ||
| ||||||
| | | | |||
/s/
Thomas S. Whelan | | | Vice President and Director (Principal Financial Officer) | | | |
| ||||||
| | | | |||
/s/
Ken Watkinson | | | Vice President (Principal Accounting Officer) | | | |
| ||||||
| | | | |||
| | Director | | | ||
|
| | WHARF REWARD MINES INC. | ||||
| | | ||||
| | By: | | | /s/
Thomas S. Whelan | |
| | Name: | | | ||
| | Title: | | | Vice President |
Signature | | | Title | | | Date |
| | | | |||
| | President and Director (Principal Executive Officer) | | | ||
| ||||||
| | | | |||
/s/
Thomas S. Whelan | | | Vice President and Director (Principal Financial Officer) | | | |
| ||||||
| | | | |||
/s/
Ken Watkinson | | | Vice President (Principal Accounting Officer) | | | |
| ||||||
| | | | |||
| | Director | | | ||
|
| | WHARF GOLD MINES INC. | ||||
| | | ||||
| | By: | | | /s/
Thomas S. Whelan | |
| | Name: | | | ||
| | Title: | | | Vice President |
Signature | | | Title | | | Date |
| | | | |||
| | President and Director (Principal Executive Officer) | | | ||
| ||||||
| | | | |||
/s/
Thomas S. Whelan | | | Vice President and Director (Principal Financial Officer) | | | |
| ||||||
| | | | |||
/s/
Ken Watkinson | | | Vice President (Principal Accounting Officer) | | | |
| ||||||
| | | | |||
| | Director | | | ||
|
| | GOLDEN REWARD MINING COMPANY LIMITED
PARTNERSHIP | ||||
| | | | |||
| | By: | | | Wharf
Gold Mines Inc., its general partner | |
| | By: | | | /s/
Thomas S. Whelan | |
| | Name: | | | ||
| | Title: | | | Vice President |
Signature | | | Title | | | Date |
| | | | |||
| | Director of Wharf Gold Mines Inc. and Manager (Principal Executive Officer) | | | ||
| ||||||
| | | | |||
/s/
Thomas S. Whelan | | | Director of Wharf Gold Mines Inc. and Manager (Principal Financial Officer) | | | |
| ||||||
| | | | |||
/s/
Ken Watkinson | | | Principal Accounting Officer (Principal Accounting Officer) | | | |
| ||||||
| | | | |||
| | Director of Wharf Gold Mines Inc. | | | ||
|
| | STERLING INTERMEDIATE HOLDCO, INC. | ||||
| | | ||||
| | By: | | | /s/
Thomas S. Whelan | |
| | Name: | | | ||
| | Title: | | | Vice President |
Signature | | | Title | | | Date |
| | | | |||
| | President and Director (Principal Executive Officer) | | | ||
| ||||||
| | | | |||
/s/
Thomas S. Whelan | | | Vice President and Director (Principal Financial Officer) | | | |
| ||||||
| | | | |||
/s/
Ken Watkinson | | | Vice President (Principal Accounting Officer) | | | |
| ||||||
| | | | |||
| | Director | | | ||
|
This ‘S-3ASR’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 2/17/22 | 4, 424B5, 8-K | ||
12/31/21 | 10-K | |||
3/11/19 | 3, 4, 8-K | |||
3/8/19 | 3, 4, 8-K | |||
5/13/15 | 4, 8-K, S-8 | |||
5/12/15 | 8-K, DEF 14A, PRE 14A | |||
1/30/14 | S-3ASR | |||
5/16/13 | 8-K, 8-K12B | |||
4/16/13 | 8-A12B, 8-K, CERTNYS | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/22 Coeur Mining, Inc. 8-K:8,9 2/16/22 30:44M Broadridge Fin’l So… Inc 2/16/22 Coeur Mining, Inc. 10-K 12/31/21 129:20M 3/11/19 Coeur Mining, Inc. 8-K:5,9 3/08/19 3:245K 5/13/15 Coeur Mining, Inc. S-8 5/13/15 5:193K Donnelley … Solutions/FA 1/30/14 Coeur Mining, Inc. S-3ASR 1/30/14 14:1.6M Donnelley … Solutions/FA 5/16/13 Coeur Mining, Inc. 8-K12B:3,5, 5/16/13 8:1.6M Donnelley … Solutions/FA 4/16/13 Coeur Mining, Inc. 8-K:1,2,3,8 4/16/13 3:1.5M Donnelley … Solutions/FA |