CDE Coeur Mining Inc

SUMMARY

This summary highlights information contained elsewhere in this joint proxy statement/prospectus and may not contain all the information that is important to you. Coeur and Paramount urge you to read carefully the remainder of this joint proxy statement/prospectus, including the annexes and the other documents to which we have referred you, because this section does not provide all the information that might be important to you with respect to the merger and the other matters being considered at the applicable special meeting. See also the section entitled “Where You Can Find More Information” beginning on page 126. We have included page references to direct you to a more complete description of the topics presented in this summary.

The Companies

Coeur Mining, Inc. (See page 27)

Coeur Mining, Inc.

104 S. Michigan Ave., Suite 900

Chicago, Illinois 60603

Telephone: (312) 489-5800

Coeur Mining, Inc., a Delaware corporation, is a large silver producer with significant gold production and mines located in the United States, Mexico, and Bolivia; a silver streaming interest in Australia and exploration projects in Mexico and Argentina. Coeur operates the Palmarejo mine, San Bartolomé mine, Kensington mine, Rochester mine and Wharf mine (acquired in February 2015) and also owns Coeur Capital, which is primarily comprised of the Endeavor silver stream and other precious metal royalties. Coeur’s principal sources of revenue are its operating mines and the Endeavor silver stream.

Coeur’s business strategy is to discover, acquire, develop and operate low-cost silver and gold mines and acquire precious metal streaming and royalty interests that together produce long-term cash flow, provide opportunities for growth through continued exploration and generate superior and sustainable returns for stockholders. Coeur’s management focuses on maximizing net cash flow through identifying and implementing revenue enhancement opportunities, reducing operating and non-operating costs, consistent capital discipline, and efficient management of working capital.

Coeur common stock is listed on the NYSE under the symbol “CDE”.

Additional information about Coeur and its subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 126.

Paramount Gold and Silver Corp. (See page 27)

Paramount Gold and Silver Corp.

665 Anderson Street

Winnemucca, Nevada 89445

Telephone: (866) 481-2233

Paramount Gold and Silver Corp., a Delaware corporation, is a U.S. based precious metals exploration company with projects in Nevada and northern Mexico. Paramount’s business strategy is to acquire and develop known precious metals deposits in large-scale geological environments in North America. This strategy helps eliminate discovery risks and significantly increases the efficiency of exploration programs. Its projects are located near successful operating mines. This greatly reduces the related costs for infrastructure requirements at the exploration stage and eventually for mine construction and operation.

Paramount’s operating segments are the United States and Mexico.

Paramount’s Mexican business, known as the San Miguel Project, was assembled by completing multiple transactions with third parties from 2005 to 2009.

Paramount’s business in Nevada, United States, known as the Sleeper Gold Project, is located in Humboldt County, Nevada.

Pursuant to the terms of the separation agreement and the merger agreement, prior to the consummation of the merger, SpinCo (which will own and operate the Paramount Nevada business) will issue to Coeur newly issued shares of SpinCo common stock amounting to 4.9% of the outstanding SpinCo common stock after issuance, and Paramount will dividend to Paramount’s stockholders all of the shares of SpinCo common stock then held by Paramount. Following consummation of the spin-off, SpinCo will be a stand-alone, publicly traded company and Paramount will be comprised of the Paramount Mexico business, which will combine with Coeur in the merger.

Paramount common stock is currently listed for trading on the NYSE MKT and the Toronto Stock Exchange under the symbol “PZG”.

Additional information about Paramount and its subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 126. For additional information relating to the spin-off, please see the Form S-1 filed by SpinCo with the SEC (File No. 333-201431).

Hollywood Merger Sub, Inc. (See page 28)

Hollywood Merger Sub, Inc., a wholly-owned subsidiary of Coeur (“Merger Sub”), is a Delaware corporation that was formed on December 3, 2014 for the purpose of effecting the merger. Upon completion of the merger, Merger Sub will be merged with and into Paramount, with Paramount surviving as a wholly-owned subsidiary of Coeur. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement in connection with the merger.

Paramount Nevada Gold Corp. (See page 28)

Paramount Nevada Gold Corp., a wholly-owned subsidiary of Paramount (“SpinCo”), is a British Columbia corporation. Through its wholly-owned subsidiaries, SpinCo owns Paramount’s mining interest in Nevada. Prior to the consummation of the merger, SpinCo will issue to Coeur newly issued shares of SpinCo common stock amounting to 4.9% of the outstanding SpinCo common stock after issuance, and Paramount will dividend to Paramount’s stockholders all of the shares of SpinCo common stock then held by Paramount. Upon completion of the spin-off, SpinCo will be a stand-alone, publicly traded company.

Prior to the issuance of shares to Coeur and the spin-off, Paramount currently intends to merge SpinCo into Paramount Gold Nevada Corp., a Nevada corporation and its wholly-owned subsidiary, with Paramount Gold Nevada Corp. continuing as the surviving corporation in the merger. In that case, SpinCo would become Paramount Gold Nevada Corp.

Upon completion of the transactions, Mr. Christopher Crupi, the current Chief Executive Officer and President of Paramount, is expected to serve as the Chairman and Chief Executive Officer of SpinCo. Mr. Glen Van Treek, the current Chief Operating Officer and Vice President Exploration of Paramount, is expected to

serve as the President and a director of SpinCo. Mr. Carlo Buffone, the current Chief Financial Officer of Paramount, is expected to serve as the Chief Financial Officer of SpinCo. SpinCo will be headquartered in Nevada at 665 Anderson Street, Winnemucca, Nevada 89445.

The Transactions and the Merger Agreement

A copy of the merger agreement is included as Annex A in this joint proxy statement/prospectus. Coeur and Paramount encourage you to read the entire merger agreement carefully because it is the principal document governing the transactions, including the merger and the Coeur share issuance. For more information on the merger agreement, see the section entitled “The Issuance of Coeur Shares and the Adoption of the Merger Agreement—The Merger Agreement” beginning on page 91.

Transaction Steps (See page 37)

Step 1. Equity Funding of SpinCo.

Prior to the spin-off, Coeur will make a loan to Paramount in the principal amount of $8,530,000, in the form of a promissory note, and Paramount will contribute all the proceeds of such loan to SpinCo as an equity contribution. SpinCo will not be responsible for repayment of this note, as it will remain a debt of Paramount.

Step 2. Coeur Investment in SpinCo.

Pursuant to the terms of the merger agreement, prior to the spin-off, SpinCo will issue to Coeur, in exchange for a cash payment by Coeur in the amount of $1,470,000, newly issued shares of SpinCo common stock amounting to 4.9% of the outstanding SpinCo common stock after issuance.

Step 3. Spin-Off.

Following the equity funding of SpinCo and Coeur investment in SpinCo described above, immediately prior to the consummation of the merger, Paramount and SpinCo will enter into a separation agreement, and Paramount will dividend to Paramount’s stockholders all of the shares of SpinCo common stock then held by Paramount. After giving effect to the spin-off, Paramount stockholders will hold approximately 95.1% of SpinCo and Coeur will hold approximately 4.9% of SpinCo. Immediately following the spin-off, SpinCo will be a stand-alone, publicly traded company owned by pre-merger Paramount stockholders and Coeur.

Step 4. Merger.

Immediately following completion of the spin-off, Merger Sub will merge with and into Paramount, with Paramount surviving the merger and becoming a wholly-owned subsidiary of Coeur. In the merger, each share of Paramount common stock issued and outstanding immediately prior to the closing of the merger (other than shares owned by Paramount, Coeur or Merger Sub, which will be cancelled) will be converted into the right to receive 0.2016 shares of Coeur common stock. No fractional shares of Coeur’s common stock will be issued in the merger. Instead, Paramount’s stockholders will receive cash in lieu of any such fractional shares.

Immediately following the consummation of the spin-off and the merger, it is projected that holders of Paramount common stock will own approximately 24% of Coeur’s outstanding common stock, while existing stockholders of Coeur will continue to own the remaining 76%.

The following diagram illustrates the approximate estimated ownership of Coeur and SpinCo following the completion of all steps described above:

Effects of the Merger (See page 38)

Subject to the terms and conditions of the merger agreement, at the effective time, Merger Sub, a wholly-owned subsidiary of Coeur formed for the purposes of the merger, will be merged with and into Paramount. Paramount will survive the merger as a wholly-owned subsidiary of Coeur.

Merger Consideration; Treatment of Paramount Stock Options (See page 77)

At the effective time, each outstanding stock option with respect to Paramount common stock will be deemed fully vested and will be cancelled in exchange for the right to receive shares of Coeur common stock (without interest, and subject to deduction for any required withholding tax, with cash being paid in lieu of issuing fractional shares of Coeur common stock) with a value equal to the product of (i) the excess (if any) of the merger consideration closing value over the exercise price per share under such stock option and (ii) the number of shares subject to such stock option; provided, however, that (A) if the exercise price per share of any such Paramount stock option is equal to or greater than the merger consideration closing value, such Paramount stock option shall be cancelled without any payment being made in respect thereof, and (B) at the option of Coeur, in lieu of paying all or a portion of the amounts due to a holder of Paramount stock options in shares of Coeur common stock, Coeur may substitute for such shares an equivalent amount of cash. For information relating to Paramount’s equity awards, see “The Issuance of Coeur Shares and the Adoption of the Merger Agreement—Merger Consideration; Treatment of Paramount Stock Options” beginning on page 77.

Material U.S. Federal Income Tax Consequences of the Spin-Off and the Merger (See page 72)

There will be no U.S. federal income tax consequences to Coeur or Coeur stockholders as a result of the transaction.

Paramount should recognize gain, but not loss, on the spin-off equal to the difference between the fair market value of the SpinCo common stock distributed and Paramount’s adjusted basis in such stock. In general, an amount equal to the fair market value of the SpinCo common stock distributed to the Paramount stockholders in the spin-off should be treated as a taxable dividend to the extent of Paramount’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If the fair market value of the SpinCo common stock received exceeds Paramount’s current and accumulated earnings and profits, the excess will be treated first, as reducing a Paramount stockholder’s adjusted basis in its shares of Paramount common stock, and, to the extent it exceeds such adjusted basis, as capital gain from the sale or exchange of such common stock.

Paramount is not expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the merger. Paramount stockholders are not expected to recognize any gain or loss for U.S. federal income tax purposes upon the merger, except for any gain or loss attributable to the receipt of cash in lieu of fractional shares of Coeur common stock received in the merger. The aggregate tax basis of the Coeur common stock received in the merger (including fractional shares deemed received and redeemed) should be equal to the aggregate adjusted tax basis of the shares of Paramount common stock surrendered for the Coeur common stock, and the holding period of the Coeur common stock (including fractional shares deemed received and redeemed) should include the period during which the shares of Paramount common stock were held.

The material U.S. federal income tax consequences of the spin-off and the merger, including the consequences if the merger does not qualify as a reorganization, are described in more detail in “The Issuance of Coeur Shares and the Adoption of the Merger Agreement—Material U.S. Federal Income Tax Consequences of the Spin-Off and the Merger” beginning on page 72.

Recommendation of the Coeur Board of Directors (See page 44)

After careful consideration, the Coeur board, on December 15, 2014, unanimously authorized and approved the merger agreement and the merger, directed that the issuance of shares of Coeur common stock pursuant to the merger agreement be submitted to the stockholders of Coeur for approval and determined that the merger is advisable and in the best interests of Coeur and its stockholders. For the factors considered by the Coeur board in reaching its decision to approve the merger agreement, see the section entitled “The Issuance of Coeur Shares and the Adoption of the Merger Agreement—Coeur’s Reasons for the Merger; Recommendation of the Coeur Board of Directors” beginning on page 44. The Coeur board unanimously recommends that the Coeur stockholders vote “FOR” each of the share issuance proposal and the Coeur adjournment proposal.

Recommendation of the Paramount Board of Directors (See page 47)

After careful consideration, the Paramount board, on December 15, 2014, unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger and the spin-off, directed that the merger agreement be submitted to the stockholders of Paramount for adoption and determined that the terms of the merger agreement, the merger, the spin-off and the other transactions contemplated by the merger agreement are fair to and in the best interests of Paramount’s stockholders. For the factors considered by the Paramount board in reaching its decision to approve the merger agreement, see the section entitled “The Issuance of Coeur Shares and the Adoption of the Merger Agreement—Paramount’s Reasons for the Merger; Recommendation of the Paramount Board of Directors”

beginning on page 47. The Paramount board unanimously recommends that the Paramount stockholders vote “FOR” each of the merger proposal, the Paramount adjournment proposal and the compensation proposal.

Opinion of Coeur’s Financial Advisor (See page 50)

At the December 15, 2014 meeting of the Coeur board, representatives of Raymond James Ltd. (“Raymond James”) rendered Raymond James’ oral opinion, which was subsequently confirmed by delivery of a written opinion to the Coeur board dated December 15, 2014, as to the fairness, as of such date, from a financial point of view, to Coeur of the consideration of 0.2016 shares of Coeur common stock for each share of Paramount common stock (the “stock consideration”) plus $10 million in cash (together, the “merger consideration”) to be paid by Coeur, in the aggregate, for all of the outstanding shares of Paramount common stock in the transaction pursuant to the merger agreement, based upon and subject to the qualifications, assumptions, limitations and other matters considered in connection with the preparation of its opinion.

The full text of the written opinion of Raymond James, dated December 15, 2014, which sets forth, among other things, the various qualifications, assumptions, and limitations on the scope of the review undertaken, is included as Annex B in this joint proxy statement/prospectus. Raymond James provided its opinion for the information and assistance of the Coeur board (solely in its capacity as such) in connection with, and for purposes of, its consideration of the transaction and its opinion only addresses whether the merger consideration to be paid by Coeur, in the aggregate, for all of the outstanding shares of Paramount common stock in the transaction pursuant to the merger agreement was fair, from a financial point of view, to Coeur. The opinion of Raymond James did not address any other term or aspect of the merger agreement or the transaction contemplated thereby. The Raymond James opinion does not constitute a recommendation to the Coeur board or any holder of Coeur common stock as to how the Coeur board, such stockholder or any other person should vote or otherwise act with respect to the transaction or any other matter.

Opinion of Paramount’s Financial Advisor (See page 57)

In connection with the transaction, Scotia Capital (USA) Inc. (“Scotia Capital”), Paramount’s financial advisor, delivered its opinion as of December 15, 2014 to the Paramount board of directors, which was subsequently confirmed in writing, as to the fairness, from a financial point of view, to the Paramount stockholders (other than Coeur and its affiliates) of the consideration to be received by such holders pursuant to the merger agreement and the separation agreement.

The full text of the written opinion of Scotia Capital, dated December 15, 2014, is included in this document as Annex C. You should read the opinion carefully in its entirety for a description of the assumptions made, matters considered and limitations on the review undertaken by Scotia Capital. The opinion of Scotia Capital was provided for the information and assistance of the Paramount board of directors in connection with its consideration of the transaction. The opinion of Scotia Capital is not a recommendation as to how any stockholder should vote or as to any action that a stockholder should take with respect to the transaction.

Interests of Paramount Directors and Officers in the Merger (See page 68)

In considering the recommendation of the Paramount board that Paramount stockholders vote to approve the merger proposal, Paramount stockholders should be aware that some of Paramount’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Paramount stockholders generally. The Paramount board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the merger agreement and the transactions, in approving the merger

agreement and in recommending the approval of the merger proposal, the Paramount adjournment proposal and the compensation proposal. These interests include the following:

For more information and quantification of these interests, please see “The Issuance of Coeur Shares and the Adoption of the Merger Agreement—Interests of Paramount Directors and Officers in the Merger” beginning on page 68.

Board of Directors and Management of Coeur and SpinCo Following the Merger (See page 72)

At the effective time, all directors and executive officers of Coeur will continue to be directors and executive officers of Coeur, and certain directors and executive officers of Paramount will become directors and executive officers of SpinCo. For more information, see the section entitled “The Issuance of Coeur Shares and the Adoption of the Merger Agreement—Board of Directors and Management of Coeur and SpinCo Following the Merger” beginning on page 72.

Regulatory Clearances Required for the Merger (See page 76)

The merger is subject to the requirements of the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), which prevents Coeur and Paramount from completing the merger until the applicable authorization under the Mexican Antitrust Laws is obtained. On January 9, 2015, Coeur and Paramount filed the requisite documents under the Mexican Antitrust Laws with the Mexican Federal Economic Competition Commission (Comisión Federal de Competencia Económica), who approved the merger on February 17, 2015.

Completion of the Merger

We currently expect to complete the merger in the second quarter of 2015, subject to receipt of required stockholder approvals and the satisfaction or waiver of the other closing conditions. It is possible that factors outside the control of Coeur or Paramount could result in the merger being completed at a later time or not at all.

Conditions to Completion of the Merger (See page 103)

The obligations of each of Coeur and Paramount to effect the merger are subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions, among others:

We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Termination of the Merger Agreement (See page 104)

Coeur and Paramount may mutually agree to terminate the merger agreement before completing the merger, whether before or after stockholder approval has been obtained.

In addition, either Coeur or Paramount may terminate the merger agreement, whether before or after stockholder approval has been obtained:

Expenses and Termination Fees (See page 105)

Generally, all fees and expenses incurred in connection with the merger and the transactions contemplated by the merger agreement will be paid by the party incurring those expenses. However, the merger agreement

provides that, upon termination of the merger agreement under certain circumstances, Paramount may be obligated to pay Coeur a breakup fee of $5 million and, in other circumstances, Coeur may be obligated to pay Paramount liquidated damages of $5 million. In addition, Coeur or Paramount may be entitled to receive an expense reimbursement of up to $1.5 million by the other party under certain circumstances. See the section entitled “The Issuance of Coeur Shares and the Adoption of the Merger Agreement—The Merger Agreement—Expenses and Termination Fees” beginning on page 105 for a more complete discussion of the circumstances under which termination fees will be required to be paid and expenses will be required to be reimbursed.

Accounting Treatment (See page 75)

Coeur prepares its financial statements in accordance with the United States generally accepted accounting principles, referred to in this joint proxy statement/prospectus as “GAAP.” The merger will be accounted for by applying the acquisition method, which requires the determination of the acquiror, as of the acquisition date, of the fair value of assets and liabilities of the acquiree and the measurement of goodwill, if any. Based on a number of factors viewed as of the date of this joint proxy statement/prospectus, including the projected relative voting rights of former Coeur stockholders in the combined entity upon the completion of the combination, the transactions are expected to be accounted for as a business combination, with Coeur as the accounting acquirer and Paramount as the accounting acquiree. The purchase price will be determined based on the number of common shares issued at the Paramount exchange ratio adjusted stock price and the equity funding of SpinCo, net of cash acquired. The purchase price will be allocated to the fair values of Paramount’s assets acquired and liabilities assumed. Any excess purchase price after this allocation will be assigned to goodwill. Under the acquisition method of accounting, goodwill is not amortized but is tested for impairment at least annually, or more frequently if circumstances indicate potential impairment. The operating results of Paramount will be part of Coeur on a post-closing basis beginning on the date of the merger.

No Appraisal Rights (See page 77)

Under the DGCL, the holders of Coeur common stock are not entitled to appraisal rights in connection with the share issuance proposal, the merger or the other transactions. Under the DGCL, the holders of Paramount common stock are not entitled to appraisal rights in connection with the spin-off, the merger or the other transactions.

Litigation Related to the Merger (See page 82)

Since the announcement of the merger on December 17, 2014, Paramount, members of the Paramount board, SpinCo, Coeur, Merger Sub, and in one case, FCMI Financial Corp., have been named as defendants in six putative stockholder class action suits brought by purported stockholders of Paramount, challenging the proposed merger.

The plaintiffs generally claim that the Paramount board members breached their fiduciary duties to Paramount stockholders by: (i) authorizing the merger with Coeur for what the plaintiffs assert is inadequate consideration and pursuant to an allegedly inadequate process, and (ii) failing to disclose sufficient information in this joint proxy statement/prospectus to allow the stockholders to make an informed vote. The plaintiffs also claim that Paramount, Coeur, SpinCo and Merger Sub aided and abetted Paramount board members’ alleged breach of duties. The plaintiffs seek, among other things, to enjoin the merger, rescind the transaction or obtain rescissory damages if the merger is consummated, obtain other unspecified damages and recover attorneys’ fees and costs.

On February 18, 2015, the court entered an order consolidating the lawsuits and providing that the consolidated case shall be captioned In re Paramount Gold and Silver Corp. Stockholders Litigation, Consolidated C.A. No. 10499-VCN. The consolidation order directs the plaintiffs to file a consolidated amended complaint, to designate operative discovery requests, and to designate an operative motion to expedite proceedings as soon as practicable. Defendants are not obligated to respond to complaints, motions, or discovery requests previously filed or served in any of the six constituent actions.

Paramount, members of the Paramount board, Coeur, SpinCo and Merger Sub deny any wrongdoing and are vigorously defending all of the actions.

Separation Agreement (See page 82)

Subject to the terms and conditions set forth in the merger agreement, Paramount has agreed that, prior to the closing of the merger, it will enter into the separation agreement, in substantially the form included in this joint prospectus/proxy as Annex D, pursuant to which Paramount will transfer all of its Nevada business and liabilities not already held by SpinCo and its subsidiaries to SpinCo and its subsidiaries, and, immediately prior to the merger, effect a pro rata distribution to Paramount stockholders of shares of common stock of SpinCo representing approximately 95.1% of the issued and outstanding shares of common stock of SpinCo. The separation agreement sets forth SpinCo’s agreements with Paramount regarding the principal actions to be taken connection with these transactions that will govern aspects of SpinCo’s relationship with Paramount following the spin-off.

Voting and Support Agreement (See page 89)

In connection with the merger agreement, certain stockholders of Paramount entered into a voting and support agreement, dated December 16, 2014, pursuant to which each such stockholder has agreed, among other things, to vote its shares of common stock of Paramount, in favor of the approval of the merger agreement. As of the close of business on the record date, stockholders listed in the voting and support agreement collectively held approximately 29,514,080 shares, which represented approximately 18.2%, of the outstanding shares of Paramount common stock. See the section entitled “The Issuance of Coeur Shares and the Adoption of the Merger Agreement—The Merger Agreement—Voting and Support Agreement” beginning on page 89 for a more complete discussion.

Royalty Agreement (See page 89)

Simultaneously with the execution and delivery of the merger agreement, Paramount, Paramount Gold de Mexico S.A. de C.V., a wholly-owned subsidiary of Paramount, Minera Gama S.A. de C.V., a wholly-owned subsidiary of Paramount, and Coeur Mexicana S.A. de C.V., a wholly-owned subsidiary of Coeur, entered into a royalty agreement (the “royalty agreement”) regarding the San Miguel Project. See the section entitled “The Issuance of Coeur Shares and the Adoption of the Merger Agreement—The Merger Agreement—Royalty Agreement” beginning on page 89 for a more complete discussion.

Listing, De-Listing and Deregistration

It is a condition to the completion of the merger that the Coeur common stock to be issued to Paramount stockholders in connection with the merger be approved for listing on the NYSE, subject to official notice of issuance. Subsequent to the completion of the merger, it is intended that Paramount will cease to be a reporting issuer or its equivalent under the securities laws of Canada and to cease to be a public company in the United States.

The Special Meetings

The Coeur Special Meeting (See page 29)

The Coeur special meeting will be held at 104 S. Michigan Ave., 2nd Floor Auditorium, Chicago, Illinois 60603, on April 17, 2015, at 9:00 a.m., local time. At the Coeur special meeting, Coeur stockholders will be asked:

You may vote at the Coeur special meeting if you owned shares of Coeur common stock at the close of business on February 24, 2015, the record date. As of the close of business on the record date, there were 103,342,296 shares of common stock of Coeur outstanding and entitled to vote. You may cast one vote for each share of common stock of Coeur that you owned as of the close of business on the Coeur record date.

As of the close of business on the record date, less than 1% of the outstanding shares of Coeur common stock were held by Coeur’s directors and executive officers and their affiliates. We currently expect that Coeur’s directors and executive officers will vote their shares in favor of the above-listed proposals, although none of them has entered into any agreements obligating him or her to do so.

Completion of the merger is conditioned on approval of the share issuance proposal. Approval of the share issuance proposal and the Coeur adjournment proposal each requires the affirmative vote of holders of a majority of the shares of Coeur common stock present in person or represented by proxy at the Coeur special meeting and entitled to vote at the meeting.

The Paramount Special Meeting (See page 33)

The special meeting of Paramount stockholders will take place at The Westin Hotel at 321 North Fort Lauderdale Beach Boulevard, Ft. Lauderdale, FL 33304, on April 17, 2015, at 10:00 a.m., local time. At the special meeting, stockholders of Paramount will be asked:

You may vote at the Paramount special meeting if you owned common stock of Paramount at the close of business on February 24, 2015, the record date. As of the close of business on the record date, there were 162,027,422 shares of common stock of Paramount outstanding and entitled to vote. You may cast one vote for each share of common stock of Paramount that you owned as of the close of business on the record date.

As of the close of business on the record date, approximately 18.2% of the outstanding shares of Paramount common stock was held by its directors and executive officers and their affiliates. We currently expect that Paramount’s directors and executive officers will vote their shares in favor of the above-listed proposals. Certain stockholders of Paramount, including Paramount’s directors and certain of its officers, have entered into a voting and support agreement, dated December 16, 2014, pursuant to which each such stockholder has agreed, among other things, to vote its shares of common stock of Paramount, in favor of the approval of the merger agreement.

Completion of the merger is conditioned on approval of the merger proposal. Approval of the merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of Paramount common stock entitled to vote thereon. Approval of the Paramount adjournment proposal and the compensation proposal each requires the affirmative vote of holders of a majority of the shares of Paramount common stock present in person or represented by proxy at the Paramount special meeting and entitled to vote on the proposal.

Summary Historical Financial Data of Coeur

The following table sets forth summary historical consolidated financial information for Coeur. The historical consolidated financial information for each of the years in the five-year period ended December 31, 2014 is derived from the audited consolidated financial statements of Coeur as of and for each of the years in the five-year period ended December 31, 2014. The following information should be read together with Coeur’s consolidated financial statements and the notes related to those financial statements incorporated herein by reference. See “Where You Can Find More Information” beginning on page 126. Coeur’s historical consolidated financial information may not be indicative of the future performance of Coeur following the merger.

Summary Historical Financial Data of Paramount

The following table sets forth summary historical consolidated financial information for Paramount. The historical consolidated financial information for Paramount for each of the years in the five-year period ended June 30, 2014 is derived from the audited consolidated financial statements of Paramount as of and for each of the five years ended June 30, 2014. The historical consolidated financial information for Paramount as of and for the six months ended December 31, 2014 and 2013 has been derived from Paramount’s unaudited interim consolidated financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2014, which is incorporated herein by reference. The following information should be read together with Paramount’s consolidated financial statements and the notes related to those financial statements incorporated herein by reference. For the avoidance of doubt, the below information does not give effect to the spin-off and, as such, includes both the Paramount Mexico business and the Paramount Nevada business. See “Where You Can Find More Information” beginning on page 126. Paramount’s historical consolidated financial information may not be indicative of the future performance of Paramount or Coeur after the merger.

Summary Unaudited Pro Forma Condensed Combined Financial Information

The following table shows summary unaudited pro forma condensed combined financial information (referred to as the “summary unaudited pro forma financial information”) about the financial condition and results of operations of the combined company after giving effect to (i) the equity funding of $8.53 million to SpinCo immediately prior to the Spin-Off, (ii) Coeur’s investment in SpinCo in the amount of $1.47 million, (iii) the consummation of the Spin-Off, and (iv) the consummation of the merger. The merger will be accounted for using the purchase method of accounting, with Coeur as the acquirer.

The historical financial information has been adjusted to give effect to events that are directly attributable to the transactions and factually supportable and, in the case of the statement of income information, that are expected to have a continuing impact. The summary unaudited pro forma financial information does not reflect any cost savings or associated costs to achieve such savings from operating efficiencies, synergies or other restructuring that may result from the merger and excludes an estimated $5.0 million of transaction related fees and expenses. In addition, the summary unaudited pro forma financial information has been presented for informational purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been. Furthermore, the summary unaudited pro forma financial information does not purport to project the future financial position or operating results of the combined company.

It should be noted that Coeur and Paramount have different fiscal years. Accordingly, the summary unaudited pro forma statement of income information for the year ended December 31, 2014 has been derived from Coeur’s historical consolidated statement of comprehensive income (loss) for the year then ended and Paramount’s historical consolidated statement of operations and comprehensive loss for the fiscal year ended June 30, 2014 and for the six months ended December 31, 2014. The summary unaudited pro forma balance sheet information has been derived from Coeur’s and Paramount’s historical consolidated balance sheets as of December 31, 2014.

The summary unaudited pro forma balance sheet information has been prepared as of December 31, 2014 and gives effect to the consummation of the transactions as if they had occurred on that date. The summary unaudited pro forma income statement information, which has been prepared for the year ended December 31, 2014, gives effect to the consummation of the transactions as if they had occurred on January 1, 2014 for Coeur and Paramount.

The summary unaudited pro forma financial information has been derived from and should be read in conjunction with the historical consolidated financial statements and accompanying notes of Coeur and Paramount, incorporated herein by reference. See “Where You Can Find More Information” beginning on page 126.

Historical and Pro Forma Per Share Information

The following table sets forth, for the year ended December 31, 2014, selected per share information for Coeur common stock on a historical basis and a pro forma combined basis and, for the six months ended December 31, 2014 and the year ended June 30, 2014, selected per share information for Paramount common stock on a historical basis and pro forma equivalent basis. Except for the historical information as of and for the year ended December 31, 2014, in the case of Coeur, and June 30, 2014, in the case of Paramount, the information in the table is unaudited. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the spin-off and the merger had been completed, nor is it necessarily indicative of the future operating results or financial position of the combined company. You should read the data with the historical consolidated financial statements and related notes of Coeur and Paramount contained in their respective Annual Reports on Form 10-K for the years ended December 31, 2014 and June 30, 2014, respectively, and Paramount’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2014, as applicable, all of which are incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 126.

It should be noted that Coeur and Paramount have different fiscal years. Accordingly, the Coeur pro forma combined earnings per share for the year ended December 31, 2014 has been derived from Coeur’s historical consolidated financial information for the year then ended and Paramount’s historical consolidated financial information for the year ended June 30, 2014 and for the six months ended December 31, 2014. Coeur has not paid cash dividends on its common stock in recent years. Future dividends, if any, will be determined by the Coeur board. Paramount has never paid any cash dividend on its common stock. The Coeur pro forma combined book value per share was calculated by dividing total combined Coeur and Paramount pro forma common stockholders’ equity by pro forma equivalent common shares. The Paramount pro forma equivalent per common share amounts were calculated by multiplying Coeur pro forma combined per share amounts by the exchange ratio of 0.2016.