0001567619-15-000153 Sample Contracts

FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND between Paramount gold and silver corp. AND paramount nevada gold corp. DATED AS OF [•], 2015

Separation and Distribution Agreement • February 23rd, 2015 • Paramount Gold Nevada Corp. • Metal mining • Delaware

• Contract Type
  Separation and Distribution Agreement
• Filed
  February 23rd, 2015
• Company
  Paramount Gold Nevada Corp.
• Industry
  Metal mining
• Jurisdiction
  Delaware

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, 2014

Merger Agreement • February 23rd, 2015 • Paramount Gold Nevada Corp. • Metal mining • Delaware

• Contract Type
  Merger Agreement
• Filed
  February 23rd, 2015
• Company
  Paramount Gold Nevada Corp.
• Industry
  Metal mining
• Jurisdiction
  Delaware

AGREEMENT 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”).