Filed by Paramount
Gold and Silver Corp.
Pursuant to Rule
425 under the Securities Act of 1933
and deemed filed
pursuant to Rule 14a-12
under the Securities
Exchange Act of 1934
Subject Company:
Paramount Gold and Silver Corp.
Commission File
No.: 001-33630
Paramount Gold and Silver Corp. Announces Record Date and
Distribution Date For Spin-Off Of Paramount Gold Nevada Corp.
Winnemucca, Nevada – March 30, 2015 -Paramount
Gold and Silver Corp. (NYSE/TSX:PZG) (Paramount or the Company) announced today that its board of directors
has approved the record and distribution dates for the previously announced spin-off of its wholly-owned subsidiary Paramount Gold
Nevada Corp. (SpinCo).
Subject to the conditions described below, Paramount stockholders
of record at the close of business on April 14, 2015 will be entitled receive one share of common stock of SpinCo for every twenty
shares of Paramount common stock held by such stockholder, payable upon the closing of the previously announced merger (the merger)
of Paramount with and into a subsidiary of Coeur Mining, Inc. (Coeur) (NYSE: CDE). No fractional shares of common
stock of SpinCo will be distributed. Stockholders will receive cash, without interest, in lieu of any fractional shares of common
stock of SpinCo that would have been received after application of this ratio.
The closing date for the transactions is currently scheduled
for April 17, 2015.
Paramount stockholders who sell their Paramount shares on or
prior to the closing date will be selling their right to receive shares of SpinCo common stock. As a result, shares of Paramount
common stock will trade with an entitlement to receive shares of SpinCo common stock. Shareholders are encouraged to consult with
their financial advisors regarding the implications of selling shares of Paramount common stock.
When-issued trading for SpinCo common stock is
expected to begin on April 10, 2015. When-issued trading refers to a sale or purchase made conditionally because
the stock has been authorized but not yet issued. On April 20, 2015, regular-way trading is expected to commence
in SpinCo common stock on the NYSE MKT LLC under the symbol PZG. Cantor Fitzgerald & Co. has been engaged as
financial advisor to Paramount Gold Nevada Corp. in this regard.
Conditions to Merger and Distribution
The merger and distribution are subject to the approval of
the stockholders of Paramount and Coeur, as applicable, and other customary closing conditions as set forth in the Agreement and
Plan of Merger previously filed on December 18, 2014 (as amended by Amendment No.1 dated as of March 3, 2015, the merger
agreement). If Paramount stockholders or Coeur stockholders do not approve the acquisition proposal or if the other conditions
to the acquisition are not expected to be satisfied or waived, Paramount will not be required to complete the distribution.
About Paramount
Paramount is a U.S.-based exploration and development company
with multi-million ounce advanced stage precious metals projects in northern Mexico (San Miguel) and Nevada (Sleeper).
The San Miguel Project consists of over 100,000 hectares (over 247,000 acres) in the Palmarejo District of northwest Mexico, making
Paramount the largest claim holder in this rapidly growing precious metals mining camp. The San Miguel Project is ideally situated
near established, low cost production where the infrastructure already exists for early, cost-effective exploitation. The San Miguel
Project does not contain any known reserves and any planned drilling program is exploratory in nature.
The Sleeper Gold Project is located off a main highway about 25 miles from the town of Winnemucca. In 2010, Paramount acquired
a 100% interest in the project including the original Sleeper high-grade open pit mine operated by Amax Gold from 1986 to 1996
as well as staked and purchased lands now totaling 2,570 claims and covering about 47,500 acres stretch south down trend to Newmonts
Sandman project. This acquisition is consistent with the Companys strategy of district-scale exploration near infrastructure in
established mining camps. The Sleeper Gold Project does not contain any known reserves and any planned drilling program is exploratory
in nature.
Safe Harbor for Forward-Looking Statements:
This release and related documents may include forward-looking statements including, but not limited to, statements
related to the interpretation of drilling results and potential mineralization, future exploration work at the San Miguel Project
and the Sleeper Gold Project and the expected results of this work, estimates of resources including expected volumes and grades
and the economic projections included in the projects PEA. Forward-looking statements are statements that are not historical
fact and are subject to a variety of risks and uncertainties which could cause actual events to differ materially from those reflected
in the forward-looking statements including fluctuations in the price of gold, inability to complete drill programs on time and
on budget, and future financing ability. Paramounts future expectations, beliefs, goals, plans or prospects constitute forward-looking
statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable securities
laws. Words such as believes, plans, anticipates, expects, estimates
and similar expressions should also be considered to be forward-looking statements. There are a number of important factors that
could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but
not limited to: uncertainties involving interpretation of drilling results, environmental matters, lack of ability to obtain required
permitting, equipment breakdown or disruptions, and the other factors described in Paramounts Annual Report on Form 10-K
for the year ended June 30, 2014 and its most recent quarterly reports filed with the SEC. There can be no assurance that common
stock of Paramount Gold Nevada Corp. will be in fact listed on the NYSE MKT LLC.
Except as required by applicable law, Paramount disclaims any intention or obligation to update any forward-looking statements
as a result of developments occurring after the date of this document.
Additional Information
The joint proxy statement included
in the registration statement on Form S-4 that Coeur has filed with the SEC (which registration statement was declared effective
on March 16, 2015) and that Paramount has mailed to its stockholders contains information about Paramount, the San Miguel Project,
Coeur, the merger agreement and related matters. Stockholders are urged to read the joint proxy statement carefully, as it contains
important information that stockholders should consider before making a decision about the merger. In addition to receiving the
joint proxy statement from Paramount by mail, stockholders will also be able to obtain the joint proxy statement, as well as other
filings containing information about Paramount and Coeur, without charge, from the SECs website (www.sec.gov) or, without
charge, from Paramount at the telephone number and address below. This announcement is neither a solicitation of a proxy, an offer
to purchase, nor a solicitation of an offer to sell shares of Paramount. Paramount and its executive officers and directors may
be deemed to be participants in the solicitation of proxies from Paramounts stockholders with respect to the proposed merger.
Information regarding any interests that Paramounts executive officers and directors may have in the merger is set forth
in the joint proxy statement. Copies of the merger agreement and certain related documents were filed by Paramount with the SEC
on December 18, 2014 on Form 8-K and are available at the SECs website at www.sec.gov.
Paramount Gold and Silver Corp.
Christopher Crupi, CEO
Chris Theodossiou, Investor Relations
Toll-free (866) 481 2233
665 Anderson Street
Winnemucca, Nevada
Innisfree M&A Incorporated
Toll-free (888) 750-5834
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