CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered
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Amount to be registered
Proposed maximum offering price per unit
Proposed maximum aggregate offering price
Amount of registration fee
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(1
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(1)
An indeterminate aggregate offering price or number of
securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other
securities. The proposed maximum offering price will be determined from time to time in connection with an issuance of securities hereunder. In accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, as amended, the registrant is
deferring payment of the registration fee
(2)
No separate consideration will be received for any
guarantee of debt securities. Accordingly, pursuant to Rule 457(n) of the Securities Act of 1933, as amended, no separate filing fee is required.
(3)
Any securities registered hereunder may be sold
separately or as units with other securities registered hereunder.
Schedule A
Additional Registrants
The following direct and indirect wholly owned subsidiaries of Coeur Mining, Inc. are co-registrants with Coeur Mining, Inc. under this
registration statement. The address of the principal executive office of each of the additional registrants listed below, and the name and address of their agent for service, are the same as are set forth for Coeur Mining, Inc. on the facing page
of this registration statement.
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State or other jurisdiction of
incorporation or organization
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I.R.S. Employer
Identification Number
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Coeur South America Corp.
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Wharf Resources (U.S.A.), Inc.
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Wharf Resources Management Inc.
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Golden Reward Mining Company Limited Partnership
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Coeur Sterling Holdings LLC
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Sterling Intermediate Holdco, Inc.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-229973) of Coeur Mining, Inc. (the “Company”) and its
subsidiary guarantor registrants (the “Registration Statement”) amends the Registration Statement to (i) add Coeur Sterling, Inc., a Nevada corporation, Coeur Sterling Holdings LLC, a Delaware limited liability company , and Sterling
Intermediate Holdco, Inc., a Delaware corporation
(collectively, the “Subsidiary Guarantors”)
, each a wholly-owned subsidiary of the Company, as co-registrants that are,
or may potentially be, guarantors of some or all of the debt securities with respect to which offers and sales are registered under the Registration Statement
, and (ii) update the information in Part II with respect to the addition of the
Subsidiary Guarantors
. With the exception of the foregoing, no changes or additions are being made hereby to the base prospectus that already forms a part of the Registration
Statement. Accordingly, such base prospectus is being omitted from this filing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table shows the costs and expenses, other than underwriting discounts and commissions, payable in connection with the sale
and distribution of the securities being registered. All amounts are estimated.
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$
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(1)
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(2)
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(2)
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Accounting fees and expenses
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(2)
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Transfer agent fees and expenses
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(2)
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(2)
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Trustee’s and depositary’s fees and expenses
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(2)
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(2)
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(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.
Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) permits a corporation to adopt a provision in its certificate of
incorporation eliminating or limiting the personal liability of a director to the corporation and its stockholders for monetary damages for breach of fiduciary duty as a director. The DGCL currently provides that this limitation of liability does
not apply to: (a) breach of the duty of loyalty, (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) unlawful distributions to stockholders under Section 174 of the DGCL or (d) a
transaction from which the director derived an improper personal benefit.
Article X, Section 10.1 of the registrant’s Certificate of Incorporation provides that, to the fullest extent permitted by the DGCL as the
same exists or may hereafter be amended, no director will be personally liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director.
Section 145(a) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
With respect to actions by or in the right of the corporation, a similar standard applies under Section 145(b) of the DGCL, except that
indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.
Section 145(c) of the DGCL provides that a director or officer who is successful, on the merits or otherwise, in defense of any proceeding
subject to the DGCL’s indemnification provisions shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith.
Section 145(e) of the DGCL provides that expenses incurred by a director or officer in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is
ultimately determined that he or she is not entitled to be indemnified by the corporation because he or she has not met the relevant standard of conduct described above.
Article VI of the registrant’s Bylaws requires indemnification and the advancement of defense expenses to directors, officers and employees
to the fullest extent permitted by the DGCL. The rights to indemnification and advancement granted under the DGCL and the Bylaws are not exclusive of any other rights any person may have or acquire under any law, agreement, vote of stockholders or
directors, provisions of a charter or bylaws, or otherwise.
The registrant maintains insurance for the benefit of its directors and officers to insure these persons against certain liabilities,
whether or not the registrant would have the power to indemnify them against these liabilities under the DGCL.
The registrant intends to enter into certain indemnification agreements with its directors and officers. The indemnification agreements
provide the registrant’s directors and officers with further indemnification, to the maximum extent permitted by the DGCL.
The foregoing summaries are subject to the text of the DGCL, the registrant’s Certificate of Incorporation and Bylaws, and the
indemnification agreements referred to above, and are qualified in their entirety by reference thereto.
Item 16. Exhibits.
Set forth below are the exhibits included as part of this Registration Statement.
Exhibit Index
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Exhibit
No.
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Description
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1.1
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Form of Underwriting Agreement relating to the securities offered by this registration statement.*
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Arrangement Agreement, dated September 10, 2017, among Coeur Mining, Inc., 1132917 B.C. Ltd., JDS Silver Holdings, Ltd. and Silvertip Resources
Investment LLC (Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on September 11, 2017 (File No. 001-08641)).
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Delaware Certificate of Conversion of the Registrant, effective as of May 16, 2013 (Incorporated herein by reference to Exhibit 3.1 to the
Registrant’s Current Report on Form 8-K12B filed on May 16, 2013 (File No. 001-08641)).
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Delaware Certificate of Incorporation of the registrant, effective as of May 16, 2013 (Incorporated herein by reference to Exhibit 3.2 to the
registrant’s Current Report on Form 8-K12B filed on May 16, 2013).
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Certificate of Amendment to Certificate of Incorporation, effective as of May 12, 2015 (Incorporated herein by reference to Exhibit 4.3 to the
Registrant’s Registration Statement on Form S-8 filed on May 13, 2015 (File No. 333-204142)).
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Amended and Restated Bylaws of the Registrant, effective March 8, 2019 (Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current
Report on Form 8-K filed on March 11, 2019 (File No. 001-08641)).
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Form of Common Stock Share Certificate of the Registrant. (Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on
Form 8-K12B filed on May 16, 2013 (File No. 001-08641)).
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Warrant Agreement, dated April 16, 2013, among the registrant, Computershare Trust Company, N.A. and Computershare Inc. (Incorporated herein by
reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on April 16, 2013).
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Form of Subordinated Debt Indenture (Incorporated herein by reference to Exhibit 4.6 to the registrant’s registration statement on Form S-3 filed on
January 30, 2014).
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Form of Senior Debt Indenture (Incorporated herein by reference to Exhibit 4.7 to the registrant’s registration statement on Form S-3 filed on
January 30, 2014).
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Form of Secured Debt Indenture (Incorporated herein by reference to Exhibit 4.8 to the registrant’s registration statement on Form S-3 filed on
January 30, 2014).
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4.6
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Form of Certificate of Designation, Powers and Preferences of Preferred Stock.*
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4.7
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Form of Warrant*
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4.8
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Form of Warrant Agreement*
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4.9
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Form of Depositary Agreement*
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4.10
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Form of Depositary Receipt*
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4.11
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Form of Purchase Contract Agreement*
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4.12
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Form of Unit Agreement*
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Opinion of Gibson, Dunn & Crutcher LLP (Incorporated herein by reference to Exhibit 5.1 to the registrant’s registration statement on Form S-3
filed on February 28, 2019).
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Opinion of Perkins Coie LLP (Incorporated herein by reference to Exhibit 5.2 to the registrant’s registration statement on Form S-3 filed on
February 28, 2019).
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Opinion of Gibson, Dunn & Crutcher LLP as to the guarantees of Coeur Sterling Holdings LLC and Sterling Intermediate Holdco, Inc. covered by
this Post-Effective Amendment No. 1 (filed herewith).
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Opinion of Parsons Behle & Latimer as to the guarantees of Coeur Sterling, Inc. covered by this Post-Effective Amendment No. 1 (filed herewith).
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Consent of Gibson, Dunn & Crutcher LLP (Included in Exhibit 5.1).
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Consent of Perkins Coie LLP (Included in Exhibit 5.2).
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Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm (Filed herewith).
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Consent of Gibson, Dunn & Crutcher LLP (Included in Exhibit 5.3).
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Consent of Parsons Behle & Latimer (Included in Exhibit 5.4).
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Powers of Attorney (Included on the signature pages herewith).
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25.1
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Statement of Eligibility of Trustee on Form T-1 with respect to the Subordinated Debt Indenture.*
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25.2
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Statement of Eligibility of Trustee on Form T-1 with respect to the Senior Debt Indenture.*
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25.3
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Statement of Eligibility of Trustee on Form T-1 with respect to the Secured Debt Indenture.*
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To be filed by amendment or as an exhibit to a document to be incorporated by reference herein.
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Item 17. Undertakings.
The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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
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(iii)
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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;
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provided, however,
that paragraphs (i), (ii) and (iii) do not
apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, 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.
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(3)
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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.
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(4)
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That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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(i)
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Each prospectus filed by the 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;
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(ii)
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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 of 1933 shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates,
and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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 effective date, 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 effective date ; and
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(iii)
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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.
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(5)
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That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of the 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, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii)
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The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by
or on behalf of the undersigned registrant; and
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(iv)
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(6)
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That, for purposes of determining any liability under the Securities Act of 1933, each filing of the 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.
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(7)
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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, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those
set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.
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(8)
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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.
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(9)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the 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 of 1933
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the
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, the 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.
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(i)
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For purposes of determining any liability under the Securities Act of 1933, 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 registrant 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.
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(ii)
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For the purpose of determining any liability under the Securities Act of 1933, 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.
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(11)
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Coeur Mining, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this Post-Effective Amendment No. 1 to the registration statement on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Chicago, State of Illinois, on May 20, 2019.
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Senior Vice President and Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement on Form S-3 has been signed by
the following persons in the capacities and on the date indicated.
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Director, President and
Chief Executive Officer
(Principal Executive Officer)
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Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
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Vice President, Corporate
Controller and Chief Accounting
Officer
(Principal Accounting
Officer)
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Director
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May 20, 2019
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Name: Casey M. Nault
Title: Attorney-in-Fact
Date: May 20, 2019
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Coeur Alaska, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this Post-Effective Amendment No. 1 to the registration statement on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Chicago, State of Illinois, on May 20, 2019.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement on Form S-3 has been signed by
the following persons in the capacities and on the date indicated.
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President and Director
(Principal Executive Officer)
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Vice President and Director
(Principal Financial Officer)
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Vice President
(Principal Accounting Officer)
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Name: Casey M. Nault
Title: Attorney-in-Fact
Date: May 20, 2019
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Coeur Capital, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this Post-Effective Amendment No. 1 to the registration statement on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Chicago, State of Illinois, on May 20, 2019.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement on Form S-3 has been signed by
the following persons in the capacities and on the date indicated.
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President and Director
(Principal Executive Officer)
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Vice President and Director
(Principal Financial Officer)
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Vice President
(Principal Accounting Officer)
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Name: Casey M. Nault
Title: Attorney-in-Fact
Date: May 20, 2019
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Coeur Explorations, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the registration statement on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Chicago, State of Illinois, on May 20, 2019.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement on Form S-3 has been signed by
the following persons in the capacities and on the date indicated.
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President and Director
(Principal Executive Officer)
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Vice President and Director
(Principal Financial Officer)
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Vice President
(Principal Accounting Officer)
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Name: Casey M. Nault
Title: Attorney-in-Fact
Date: May 20, 2019
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Coeur Rochester, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the registration statement on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Chicago, State of Illinois, on May 20, 2019.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement on Form S-3 has been signed by
the following persons in the capacities and on the date indicated.
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President and Director
(Principal Executive Officer)
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Vice President and Director
(Principal Financial Officer)
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Vice President
(Principal Accounting Officer)
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Name: Casey M. Nault
Title: Attorney-in-Fact
Date: May 20, 2019
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Coeur South America Corp. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the registration statement on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Chicago, State of Illinois, on May 20, 2019.
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COEUR SOUTH AMERICA CORP.
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement on Form S-3 has been signed by
the following persons in the capacities and on the date indicated.
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President and Director
(Principal Executive Officer)
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Vice President and Director
(Principal Financial Officer)
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Vice President
(Principal Accounting Officer)
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Name: Casey M. Nault
Title: Attorney-in-Fact
Date: May 20, 2019
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Wharf Resources (U.S.A.), Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the registration statement on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on May 20, 2019.
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WHARF RESOURCES (U.S.A.), INC.
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement on Form S-3 has been signed by
the following persons in the capacities and on the date indicated.
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President and Director
(Principal Executive Officer)
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Vice President and Director
(Principal Financial Officer)
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Vice President
(Principal Accounting Officer)
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Name: Casey M. Nault
Title: Attorney-in-Fact
Date: May 20, 2019
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Wharf Resources Management Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the registration statement on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on May 20, 2019.
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WHARF RESOURCES MANAGEMENT INC.
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement on Form S-3 has been signed by
the following persons in the capacities and on the date indicated.
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President and Director
(Principal Executive Officer)
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Vice President and Director
(Principal Financial Officer)
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Vice President
(Principal Accounting Officer)
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Name: Casey M. Nault
Title: Attorney-in-Fact
Date: May 20, 2019
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Wharf Reward Mines Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the registration statement on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Chicago, State of Illinois, on May 20, 2019.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement on Form S-3 has been signed by
the following persons in the capacities and on the date indicated.
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President and Director
(Principal Executive Officer)
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Vice President and Director
(Principal Financial Officer)
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Vice President
(Principal Accounting Officer)
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Name: Casey M. Nault
Title: Attorney-in-Fact
Date: May 20, 2019
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Wharf Gold Mines Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the registration statement on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Chicago, State of Illinois, on May 20, 2019.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement on Form S-3 has been signed by
the following persons in the capacities and on the date indicated.
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President and Director
(Principal Executive Officer)
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Vice President and Director
(Principal Financial Officer)
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Vice President
(Principal Accounting Officer)
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Name: Casey M. Nault
Title: Attorney-in-Fact
Date: May 20, 2019
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Golden Reward Mining Company Limited Partnership certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the registration statement on Form S-3 and has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on May 20, 2019.
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GOLDEN REWARD MINING COMPANY
LIMITED PARTNERSHIP
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Wharf Gold Mines Inc., its general partner
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement on Form S-3 has been signed by
the following persons in the capacities and on the date indicated.
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Director of Wharf Gold Mines Inc. and Manager
(Principal Executive Officer)
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Director of Wharf Gold Mines Inc. and Manager
(Principal Financial Officer)
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Principal Accounting Officer
(Principal Accounting Officer)
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Director of Wharf Gold Mines Inc. and Manager
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Name: Casey M. Nault
Title: Attorney-in-Fact
Date: May 20, 2019
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Coeur Sterling, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the registration statement on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Chicago, State of Illinois, on May 20, 2019.
KNOW ALL PERSONS BY THESE PRESENTS
, that the undersigned do hereby
constitute and appoint Mitchell J. Krebs and Casey M. Nault, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this registration statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this registration statement, to any and all amendments, both pre-effective and post-effective, supplements to this registration statement and subsequent registration statements relating to the offering to which this
registration statement relates (including pursuant to Rule 462(b)), and to any and all instruments or documents filed as part of or in conjunction with this registration statement or amendments or supplements thereof, and each of the undersigned
hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement on Form S-3 has been signed by
the following persons in the capacities and on the date indicated.
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President and Director
(Principal Executive Officer)
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Vice President and Director
(Principal Financial Officer)
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Vice President
(Principal Accounting Officer)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Coeur Sterling Holdings LLC certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the registration statement on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Chicago, State of Illinois, on May 20, 2019.
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COEUR STERLING HOLDINGS LLC
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
, that the undersigned do hereby
constitute and appoint Mitchell J. Krebs and Casey M. Nault, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this registration statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this registration statement, to any and all amendments, both pre-effective and post-effective, supplements to this registration statement and subsequent registration statements relating to the offering to which this
registration statement relates (including pursuant to Rule 462(b)), and to any and all instruments or documents filed as part of or in conjunction with this registration statement or amendments or supplements thereof, and each of the undersigned
hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement on Form S-3 has been signed by
the following persons in the capacities and on the date indicated.
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President and Director
(Principal Executive Officer)
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Vice President and Director
(Principal Financial Officer)
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Vice President
(Principal Accounting Officer)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Sterling Intermediate Holdco, Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the registration statement on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on May 20, 2019.
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STERLING INTERMEDIATE HOLDCO, INC.
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
, that the undersigned do hereby
constitute and appoint Mitchell J. Krebs and Casey M. Nault, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this registration statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this registration statement, to any and all amendments, both pre-effective and post-effective, supplements to this registration statement and subsequent registration statements relating to the offering to which this
registration statement relates (including pursuant to Rule 462(b)), and to any and all instruments or documents filed as part of or in conjunction with this registration statement or amendments or supplements thereof, and each of the undersigned
hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement on Form S-3 has been signed by
the following persons in the capacities and on the date indicated.
|
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President and Director
(Principal Executive Officer)
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Vice President and Director
(Principal Financial Officer)
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Vice President
(Principal Accounting Officer)
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ANNEX A
Guarantors
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Guarantor
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State of Incorporation
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Coeur Alaska, Inc.
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Delaware
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Coeur Capital, Inc.
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Delaware
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Coeur Explorations, Inc.
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Idaho
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Coeur Rochester, Inc.
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Delaware
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Coeur South America Corp.
|
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Delaware
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Wharf Resources (U.S.A.), Inc.
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Colorado
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Wharf Resources Management Inc.
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Delaware
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Wharf Reward Mines Inc.
|
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Delaware
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Wharf Gold Mines Inc.
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Delaware
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Golden Reward Mining Company Limited Partnership
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Delaware
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Coeur Sterling, Inc.
|
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Nevada
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Coeur Sterling Holdings LLC
|
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Delaware
|
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Sterling Intermediate Holdco, Inc.
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Delaware
|