AGREEMENT AND PLAN OF MERGER among COEUR MINING, INC. HOLLYWOOD MERGER SUB, INC., PARAMOUNT GOLD AND SILVER CORP. and PARAMOUNT NEVADA GOLD CORP. Dated as of December 16, 2014Merger Agreement • December 18th, 2014 • Coeur Mining, Inc. • Gold and silver ores • Delaware
Contract Type FiledDecember 18th, 2014 Company Industry JurisdictionAGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 16, 2014, between COEUR MINING, INC., a Delaware corporation (“Parent”), HOLLYWOOD MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), PARAMOUNT GOLD AND SILVER CORP., a Delaware corporation (the “Company”), and PARAMOUNT NEVADA GOLD CORP., a British Columbia corporation and a wholly-owned Subsidiary of the Company (“SpinCo” and, together with each of its Subsidiaries, the “SpinCo Entities”).