10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 2005.

OR

[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ______ to ______

Commission file number 1-8641
_________________

COEUR D’ALENE MINES CORPORATION

(Exact name of registrant as specified in its charter)

Idaho	82-0109423
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

PO Box I,
505 Front Ave.
Coeur d’Alene, Idaho	83816
(Address of principal executive offices)	(Zip Code)

(208) 667-3511

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: YES    X    NO        

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 under the Exchange Act). YES    X    NO        

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 under the Exchange Act). YES          NO    X  

Applicable only to corporate issuers: Indicate the number of shares outstanding of each of Issuer’s classes of common stock, as of the latest practicable date: Common stock, par value $1.00, of which 249,860,704 shares were issued and outstanding as of November 1, 2005.

COEUR D’ALENE MINES CORPORATION

INDEX

		Page No.
PART I.	Financial Information
Item 1.	Financial Statements
	Consolidated Balance Sheets -- Unaudited	3
	September 30, 2005 and December 31, 2004
	Consolidated Statements of Operations and
	Comprehensive Income (Loss) -- Unaudited	5
	Three and Nine Months Ended September 30, 2005
	and 2004
	Consolidated Statements of Cash Flows -- Unaudited	6
	Three and Nine Months Ended September 30, 2005
	and 2004
	Notes to Consolidated Financial Statements -- Unaudited	7
Item 2.	Management’s Discussion and Analysis of	24
	Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures about
	Market Risk	49
Item 4.	Controls and Procedures	50
PART II.	Other Information
Item 6.	Exhibits	50
Signatures

2

COEUR D’ALENE MINES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

	September 30, 2005			December 31, 2004
ASSETS	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents	$	216,062		$	273,079
Short-term investments		41,418			48,993
Receivables		23,575			10,634
Ore on leach pad		13,902			15,046
Metal and other inventory		17,681			17,639
Deferred tax assets		1,330			2,592
Prepaid expenses and other		4,476			3,727
		318,444			371,710
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment		98,260			85,070
Less accumulated depreciation		(57,537	)		(54,154	)
		40,723			30,916
MINING PROPERTIES
Operational mining properties		125,404			121,344
Less accumulated depletion		(107,101	)		(100,079	)
		18,303			21,265
Mineral interests		71,722			20,125
Non-producing and development properties		45,499			26,071
		135,524			67,461
OTHER ASSETS
Non-current ore on leach pad		39,870			28,740
Restricted cash and cash equivalents		17,116			10,847
Debt issuance costs, net		5,530			5,757
Deferred tax assets		3,128			1,811
Other		9,110			8,535
		74,754			55,690
TOTAL ASSETS	$	569,445		$	525,777

See notes to consolidated financial statements.

3

COEUR D’ALENE MINES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

	September 30, 2005			December 31, 2004
LIABILITIES AND SHAREHOLDERS’ EQUITY	(In Thousands)
CURRENT LIABILITIES
Accounts payable	$	11,740		$	8,389
Accrued liabilities and other		7,777			5,306
Accrued interest payable		469			1,035
Accrued salaries and wages		6,020			6,379
Current portion of remediation costs		460			1,041
		26,466			22,150
LONG-TERM LIABILITIES
1 1/4% Convertible Senior Notes due January 2024		180,000			180,000
Reclamation and mine closure		24,848			23,670
Other long-term liabilities		7,744			6,503
		212,592			210,173
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Common Stock, par value $1.00 per share-authorized 500,000,000
shares, issued 250,883,651 and 241,028,303 shares in 2005 and
2004 (1,059,211 shares held in treasury)		250,884			241,028
Additional paid-in capital		656,650			629,809
Accumulated deficit		(561,927	)		(561,908	)
Shares held in treasury		(13,190	)		(13,190	)
Accumulated other comprehensive loss		(2,030	)		(2,285	)
		330,387			293,454
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	569,445		$	525,777

See notes to consolidated financial statements.

4

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
COEUR D’ALENE MINES CORPORATION AND SUBSIDIARIES
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
	(In Thousands, except per share data)
REVENUES
Sales of metal	$	42,047		$	30,211		$	115,454		$	86,242
Interest and other		2,052			1,056			5,350			1,142
Total revenues		44,099			31,267			120,804			87,384
COSTS AND EXPENSES
Production		27,591			19,014			71,569			52,328
Depreciation and depletion		4,838			4,862			14,372			14,481
Administrative and general		4,233			3,553			14,611			11,194
Exploration		2,887			2,983			9,350			7,003
Pre-development		--			3,117			6,052			8,768
Interest		737			662			1,869			2,257
Litigation settlement		--			--			1,600			--
Other holding costs		79			262			586			1,606
Merger expenses		--			14,894			--			14,894
Total costs and expenses		40,365			49,347			120,009			112,531
INCOME (LOSS) FROM OPERATIONS
BEFORE TAXES		3,734			(18,080	)		795			(25,147	)
Income tax provision		(281	)		--			(813	)		--
NET INCOME (LOSS)		3,453			(18,080	)		(18	)		(25,147	)
Other comprehensive income (loss)		134			333			255			(526	)
COMPREHENSIVE INCOME (LOSS)	$	3,587		$	(17,747	)	$	237		$	(25,673	)
BASIC AND DILUTED NET INCOME (LOSS)
PER SHARE:
Net income (loss)	$	0.01		$	(0.08	)	$	0.00		$	(0.12	)
Weighted average number of shares of common stock
outstanding
Basic		241,683			213,261			240,572			213,217
Diluted		242,477			213,261			240,572			213,217

See notes to consolidated financial statements.

5

COEUR D’ALENE MINES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
	(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	3,453		$	(18,080	)	$	(18	)	$	(25,147	)
Add (deduct) non-cash items:
Depreciation and depletion		4,838			4,862			14,372			14,481
Deferred taxes		(175	)		--			(55	)		--
Unrealized (gain) loss on embedded derivative		(646	)		(1,395	)		(725	)		362
Amortization of restricted stock compensation		313			321			887			994
Amortization of debt issuance costs		76			76			227			332
Amortization of premium and/or discounts		115			370			702			1,197
Other charges		155			(76	)		423			38
Changes in Operating Assets and Liabilities:
Receivables		(774	)		3,277			(12,907	)		1,211
Prepaid expenses and other		(371	)		(74	)		(1,093	)		(388	)
Inventories		(1,063	)		(7,406	)		(10,028	)		(16,954	)
Accounts payable and accrued liabilities		(2,054	)		11,175			440			9,812
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		3,867			(6,950	)		(7,775	)		(14,062	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(58,320	)		(2,732	)		(85,154	)		(5,858	)
Purchases of short-term investments		(11,502	)		(1,107	)		(34,419	)		(59,950	)
Proceeds from sales of short-term investments		13,019			10,521			35,207			23,232
Other		(19	)		41			95			278
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		(56,822	)		6,723			(84,271	)		(42,298	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Retirement of long-term debt		(147	)		--			(208	)		(9,561	)
Retirement of building loan		--			--			--			(1,200	)
Proceeds from issuance of subordinated notes		--			--			--			180,000
Debt issuance costs		--			--			--			(6,089	)
Proceeds from issuance of common stock (net)		35,949			--			35,397			--
Bank Borrowings on working capital facility		--			--			--			6,056
Payments to Bank on working capital facility		--			--			--			(8,423	)
Common stock repurchased		--			--			--			(793	)
Other		(65	)		1,424			(160	)		9
CASH PROVIDED BY FINANCING ACTIVITIES:		35,737			1,424			35,029			159,999
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(17,218	)		1,197			(57,017	)		103,639
Cash and cash equivalents at beginning of period		233,280			164,859			273,079			62,417
Cash and cash equivalents at end of period	$	216,062		$	166,056		$	216,062		$	166,056

6

Coeur d’Alene Mines Corporation
and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)

NOTE A — BASIS OF PRESENTATION

        The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-and nine-month periods ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ended December 31, 2005.

        The balance sheet at December 31, 2004 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Coeur d’Alene Mines Corporation (“Coeur” or the “Company”) Annual Report on Form 10-K for the year ended December 31, 2004.

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Principles of Consolidation: The consolidated financial statements include the wholly-owned subsidiaries of the Company, the most significant of which are Coeur Rochester, Inc., Coeur Silver Valley, Inc., Coeur Alaska, Inc., CDE Cerro Bayo Ltd., Coeur Argentina, CDE Australia and Empressa Minera Manquiri S.A. The consolidated financial statements also include all entities in which voting control of more than 50% is held by the Company. The Company has no investments in entities in which it has greater than 50% ownership interest accounted for using the equity method. Intercompany balances and transactions have been eliminated in consolidation. Investments in corporate joint ventures where the Company has ownership of 50% or less and funds its proportionate share of expenses are accounted for under the equity method. The Company has no investments in entities in which it has greater than 20% ownership interest accounted for using the cost method.

        Revenue Recognition: Pursuant to guidance in Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition for Financial Statements”, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, no obligations remain and collectibility is probable. The passing of title to the customer is based on the terms of the sales contract. Product pricing is determined at the point revenue is recognized by reference to active and freely traded commodity markets (for example, the London Bullion Market for both gold and silver), in an identical form to the product sold.

        Under our concentrate sales contracts with third-party smelters, final gold and silver prices are set on a specified future quotational period, typically one to three months, after the shipment date based on market metal prices. Revenues are recorded under these contracts at the time title passes to the buyer based on the forward price for the expected settlement period. The contracts, in general, provide for a provisional payment based upon provisional assays and quoted metal prices. Final settlement is based on the average applicable price for a specified future period, and generally occurs from three to six months after shipment. Final sales are settled using smelter weights, settlement assays (average of assays exchanged and/or umpire assay results) and are priced as specified in the smelter contract. The Company’s provisionally priced sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of concentrates measured at the forward price at the time of sale. The embedded derivative does not qualify for hedge accounting. The embedded derivative is recorded as a derivative asset, in prepaid expenses and other or, a derivative liability on the balance sheet and is adjusted to fair value through revenue each period until the date of final gold and silver settlement. The form of the material being sold, after deduction for smelting and refining, is in an identical form to that sold on the London Bullion Market. The form of the product is metal in flotation concentrate, which is the final process for which the Company is responsible.

7

        The effects of forward sales contracts are reflected in revenue at the date the related precious metals are delivered or the contracts expire. For the third quarter of 2005 and 2004, third party smelting and refining costs amounted to $2.8 million and $1.5 million, respectively. For the nine months ended September 30, 2005 and 2004, third party smelting and refining costs amounted to $9.0 million and $7.9 million, respectively, and are recorded as a reduction of revenue.

        At September 30, 2005, the Company had outstanding provisionally priced sales of $39.8 million, consisting of 3.5 million ounces of silver, 31,303 ounces of gold and 636,602 pounds of copper. For each one cent per ounce change in realized silver price, revenue would vary (plus or minus) approximately $35,000; for each one dollar per ounce change in realized gold price, revenue would vary (plus or minus) approximately $31,000; and for each one cent per pound change in realized copper price, revenue would vary (plus or minus) approximately $6,400. At September 30, 2004, the Company had outstanding provisionally priced sales of $17.0 million consisting of 1.9 million ounces of silver, 10,067 ounces of gold and 796,487 pounds of copper. For each one cent per ounce change in realized silver price, revenue would vary (plus or minus) approximately $19,000; for each one dollar per ounce change in realized gold price, revenue would vary (plus or minus) approximately $10,000; and for each one cent per pound change in realized copper price, revenue would vary (plus or minus) approximately $8,000.

        Cash and Cash Equivalents: Cash and cash equivalents include all highly-liquid investments with a maturity of three months or less at the date of purchase. The Company minimizes its credit risk by investing its cash and cash equivalents with major international banks and financial institutions located principally in the United States and Chile with a minimum credit rating of A1 as defined by Standard & Poor’s. The Company’s management believes that no concentration of credit risk exists with respect to investment of its cash and cash equivalents.

        Short-term Investments: Short-term investments principally consist of highly-liquid United States, foreign government and corporate securities with original maturities in excess of three months and less than one year. The Company classifies all short-term investments as available-for-sale securities. Unrealized gains and losses on these investments are recorded in accumulated other comprehensive loss as a separate component of shareholders’ equity. Any decline in market value considered to be other than temporary is recognized in determining net income/loss. Realized gains and losses from the sale of these investments are included in determining net income/loss.

        Ore on Leach Pad: The heap leach process is a process of extracting silver and gold by placing ore on an impermeable pad and applying a diluted cyanide solution that dissolves a portion of the contained silver and gold, which are then recovered in metallurgical processes.

        The Company uses several integrated steps to scientifically measure the metal content of ore placed on the leach pads. As the ore body is drilled in preparation for the blasting process, samples are taken of the drill residue which is assayed to determine estimated quantities of contained metal. The Company estimates the quantity of ore by utilizing global positioning satellite survey techniques. The Company then processes the ore through a crushing facility where the output is again weighed and sampled for assaying. A metallurgical reconciliation with the data collected from the mining operation is completed with appropriate adjustments made to previous estimates. The crushed ore is then transported to the leach pad for application of the leaching solution. As the leach solution is collected from the leach pads, it is continuously sampled for assaying. The quantity of leach solution is measured by flow meters throughout the leaching and precipitation process. After precipitation, the product is converted to dorè, which is the final product produced by the mine. The inventory is stated at lower of cost or market, with cost being determined using a weighted average cost method.

8

        The Company reported ore on the leach pads of $53.8 million as of September 30, 2005. Of this amount, $13.9 million is reported as a current asset and $39.9 million is reported as a non-current asset. The distinction between current and non-current is based upon the expected length of time necessary for the leaching process to remove the metals from the broken ore. The historical cost of the metal that is expected to be extracted within twelve months is classified as current and the historical cost of metals contained within the broken ore that will be extracted beyond twelve months is classified as non-current.

        The estimate of both the ultimate recovery expected over time and the quantity of metal that may be extracted relative to the time the leach process occurs requires the use of estimates which are inherently inaccurate since they rely upon recovery curves based on laboratory testwork. Testwork consists of 60 day leach columns from which the Company projects metal recoveries up to five years in the future. The quantities of metal contained in the ore are based upon actual weights and assay analysis. The rate at which the leach process extracts gold and silver from the crushed ore is based upon laboratory column tests and actual experience occurring over approximately fifteen years of leach pad operations at the Rochester Mine. The assumptions used by the Company to measure metal content during each stage of the inventory conversion process includes estimated recovery rates based on laboratory testing and assaying. The Company periodically reviews its estimates compared to actual experience and revises its estimates when appropriate. The length of time necessary to achieve ultimate recoveries for silver and gold is currently estimated between 5 and 10 years. In 2003, the estimated recoveries for silver and gold were revised to 61.5% and 93%, respectively, from the 59% and 89% used in the prior three years. The impact of this change in recovery increased the estimated recoverable ounces of silver and gold contained in the heap by 1.8 million ounces and 41,000 ounces, respectively. However, the ultimate recovery will not be known until leaching operations cease which is currently estimated for 2011.

        Metal and Other Inventory: Inventories include concentrate ore, dorè, ore in stockpiles and operating materials and supplies. The classification of inventory is determined by the stage at which the ore is in the production process. Inventories of ore in stock piles are sampled for gold and silver content and are valued based on the lower of actual costs incurred or estimated net realizable value based upon the period ending prices of gold and silver. Material that does not contain a minimum quantity of gold and silver to cover estimated processing expense to recover the contained gold and silver is not classified as inventory and is assigned no value. All inventories are stated at the lower of cost or market, with cost being determined using a weighted average cost method. Concentrate and dorè inventory includes product at the mine site and product held by refineries and are also valued at lower of cost or market value. Metal inventory costs include direct labor, materials, depreciation, depletion and amortization as well as administrative overhead costs relating to mining activities.

        Property, Plant, and Equipment: Expenditures for new facilities, new assets or expenditures that extend the useful lives of existing facilities are capitalized and depreciated using the straight-line method at rates sufficient to depreciate such costs over the shorter of estimated productive lives of such facilities or the useful life of the individual assets. Productive lives range from 7 to 31 years for buildings and improvements, 3 to 13 years for machinery and equipment and 3 to 7 years for furniture and fixtures. Certain mining equipment is depreciated using the units-of-production method based upon estimated total proven and probable reserves. Maintenance and repairs are expensed as incurred.

        Operational Mining Properties and Mine Development: Mineral exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property including costs to further delineate the ore body and remove over burden to initially expose the ore body, are capitalized. Such costs are amortized using the units-of-production method over the estimated life of the ore body based on proven and probable reserves. Significant payments related to the acquisition of the land and mineral rights are capitalized as incurred. Prior to acquiring such land or mineral rights the Company generally makes a preliminary evaluation to determine that the property has significant potential to develop an economic ore body. The time between initial acquisition and full evaluation of a property’s potential is variable and is determined by many factors including: location relative to existing infrastructure, the property’s stage of development, geological controls and metal prices. If a mineable ore body is discovered, such costs are amortized when production begins using the units-of-production method based on proven and probable reserves. If no mineable ore body is discovered, such costs are expensed in the period in which it is determined the property has no future economic value. Interest expense allocable to the cost of developing mining properties and to construct new facilities is capitalized until assets are ready for their intended use. Gains or losses from sales or retirements of assets are included in other income or expense. Costs incurred during the start-up phase of a mine are expensed as incurred. Ongoing mining expenditures on producing properties are charged against earnings as incurred. Major development expenditures incurred to increase production or extend the life of the mine are capitalized.

9

        Asset Impairment: Management reviews and evaluates its long-lived assets for impairment when events and changes in circumstances indicate that the related carrying amounts of its assets may not be recoverable. The Company follows Statement of Financial Accounting Standard (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” to evaluate the recoverability of its assets. An impairment is considered to exist if total estimated future cash flows or probability-weighted cash flows on an undiscounted basis, are less than the carrying amount of the assets, including property plant and equipment, mineral property, development property, and any deferred costs such as deferred stripping. An impairment loss is measured and recorded based on discounted estimated future cash flows or the application of an expected present value technique to estimate fair value in the absence of a market price. Future cash flows include estimates of proven and probable recoverable ounces, gold and silver prices (considering current and historical prices, price trends and related factors), production levels, capital and reclamation costs, all based on life-of-mine plans and projections. Assumptions underlying future cash flow estimates are subject to risks and uncertainties. Any differences between significant assumptions and market conditions and/or the Company’s operating performance could have a material effect on the Company’s determination of reserves, or its ability to recover the carrying amounts of its long-lived assets resulting in impairment charges. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of cash flows from other asset groups. Generally, in estimating future cash flows, all assets are grouped at a particular mine for which there is identifiable cash flow.

        Restricted Cash and Cash Equivalents: The Company, under the terms of its lease, self insurance, and bonding agreements with certain banks, lending institutions and regulatory agencies, is required to collateralize certain portions of the Company’s obligations. The Company has collateralized these obligations by assigning certificates of deposit that have maturity dates ranging from three months to a year, to the respective institutions or agency. At September 30, 2005 and December 31, 2004, the Company held certificates of deposit and cash restricted under these agreements of $17.1 million and $10.8 million, respectively, restricted for this purpose. The ultimate timing for the release of the collateralized amounts is dependent on the timing and closure of each mine. In order to release the collateral, the Company must seek approval from certain government agencies responsible for monitoring the mine closure status. Collateral could also be released to the extent the Company was able to secure alternative financial assurance satisfactory to the regulatory agencies. The Company believes there is a reasonable probability that the collateral will remain in place beyond a twelve-month period and has therefore classified these investments as long-term.

        Deferred Stripping Costs: The Rochester mine is the only mine that has previously capitalized deferred stripping costs. Deferred stripping costs are unique to the mining industry and are determined based on the Company’s estimates for the life of mine waste-to-ore ratio for each mine, calculated as the ratio of total waste tons to be moved to total proven and probable reserve tons to be moved, which results in the deferral and recognition of the costs of waste removal activities over the life of the mine as silver is produced. These costs are capitalized in periods when the life of mine ratio is below the current mining waste-to-ore ratio, and amortized during periods where the life of mine waste-to-ore ratio is above the current waste-to-ore ratio. The life of mine waste-to-ore ratio that was used to accumulate the deferred stripping amounts was 1.8 to 1 and was based on the estimated average waste-to-ore ratio for the life of the mine, compared to the then current ratio of 2.2 to 1. At present the remaining life of mine plan estimates the future waste-to-ore ratio as 0.65 to 1, and the remaining costs will be amortized over the remaining life of the mine. At September 30, 2005 and December 31, 2004 the carrying amount of the deferred stripping costs were $0.5 million and $0.9 million, respectively, and are included in other assets in the accompanying balance sheet and amortized amounts are reported in the statement of operations as depletion and depreciation. Deferred stripping costs are evaluated for loss in value under the Company’s asset impairment review as facts and circumstances warrant. No additional deferred stripping costs were capitalized during the periods presented. Based on current reserves and current production levels complete amortization should occur in less than three years commensurate with the Company’s remaining mine life at the Rochester mine to end mid-2007. Amounts that were amortized and therefore increased the Company’s reported production costs as compared to actual production costs for the three and nine months ended September 30, 2005 were $0.1 million and $0.3 million, respectively, and the amounts that were amortized for the three and nine months ended September 30, 2004 were $0.1 million and $0.3 million, respectively.

10

        Reclamation and Remediation Costs: Effective January 1, 2003, the Company adopted SFAS No. 143, “Accounting for Asset Retirement Obligations”, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and normal use of the asset. Prior to the adoption of SFAS No. 143, reclamation costs were accrued on an undiscounted, units-of-production basis. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. An accretion cost, representing the increase over time in the present value of the liability, is recorded each period. As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability is reduced.

        Future remediation costs for inactive mines are accrued based on management’s best estimate at the end of each period of the undiscounted costs expected to be incurred at the site. Such cost estimates include, where applicable, ongoing care and maintenance and monitoring costs. Changes in estimates are reflected in earnings in the period an estimate is revised. Refer to Note G for additional disclosure.

        Foreign Currency: Substantially all assets and liabilities of foreign subsidiaries are translated at exchange rates in effect at the end of each period. Revenues and expenses are translated at the average exchange rate for the period. Foreign currency transaction gains and losses are included in the determination of net income.

        Derivative Financial Instruments: The Company accounts for its derivatives in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” (as amended by SFAS No. 137) and SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities.” These Statements require recognition of all derivatives as either assets or liabilities on the balance sheet and measurement of those instruments at fair value. Appropriate accounting for changes in the fair value of derivatives held is dependent on whether the derivative transaction qualifies as an accounting hedge and on the classification of the hedge transaction.

        For derivative instruments that are designated and qualify as cash flow hedges, the effective portions of changes in fair value of the derivative are recorded in other comprehensive income (loss), and are recognized in the Statement of Consolidated Operations when the hedged item affects net income (loss) for the period. Ineffective portions of changes in the fair value of cash flow hedges are recognized currently in earnings. Refer to Note H – Derivative Financial Instruments and Fair Value of Financial Instruments.

        Stock-based Compensation Plans: The Company applies the intrinsic-value method of accounting prescribed by Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations, to account for its stock-based compensation plans. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. SFAS No. 123, “Accounting for Stock-Based Compensation” established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As allowed under SFAS No. 123, the Company has elected to continue to apply the intrinsic-value-based method of accounting described above, and has adopted only the disclosure requirements of SFAS No. 123.

11

        In December 2004, FASB issued SFAS No. 123R (revised 2004), “Share-Based Payment,” which revises SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes APB Opinion 25, “Accounting for Stock Issued to Employees.” This Statement changes the accounting for transactions in which an entity exchanges its equity instruments for goods or services by requiring the fair-value-based method of accounting and eliminates the alternative to use APB Opinion 25‘s intrinsic value method of accounting that was provided in SFAS No. 123 as originally issued. SFAS No. 123R addresses financial statement users’ and other parties’ concerns of faithfully representing the economic transactions affecting an entity by requiring the entity to recognize the cost of employee services received in share-based payment transactions, thereby reflecting the economic consequences of those transactions in the financial statements. The Statement was also issued to (i) improve the comparability of reported financial information by eliminating alternative accounting methods, (ii) simplify US GAAP, and (iii) converge with international accounting standards. On April 14, 2005, the SEC amended the compliance dates for adoption. This means that financial statements for calendar year-end companies that do not file as small business issuers do not need to comply with Statement No. 123R until the interim financial statements for the first quarter of 2006. The Company has performed a review of the provisions of the Statement and has determined that it will defer adoption until the first quarter of 2006, at which time it will begin recognizing compensation expense on the remaining portion of outstanding awards for which the requisite service period has not been rendered and for any awards granted, modified, repurchased or cancelled after the effective date. Had compensation costs for the Company’s options been determined based on the fair value at the grant dates consistent with SFAS No. 123, the Company would have recorded the pro forma amounts presented below:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Net income (loss) attributable to common shareholders as
reported	$	3,453		$	(18,080	)	$	(18	)	$	(25,147	)
Add stock-based employee compensation expense included
in reported net income (loss)	$	313		$	321		$	887		$	994
Deduct total stock based employee compensation expense
determined under fair value method for all awards	$	(434	)	$	(417	)	$	(1,421	)	$	(1,474	)
Pro forma net income (loss)	$	3,332		$	(18,176	)	$	(552	)	$	(25,627	)
Basic and diluted net income (loss) per share as reported	$	0.01		$	(0.08	)	$	0.00		$	(0.12	)
Basic and diluted pro forma net income (loss) per share	$	0.01		$	(0.09	)	$	0.00		$	(0.12	)

        The fair value of each option grant was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: risk free interest rate of 4.23% and 4.15% for the quarters ended September 30, 2005 and 2004, respectively; expected option life of 2-10 years for officers and directors; expected volatility of 73.16% and 94.05% for the quarters ended September 30, 2005 and 2004, respectively, and no expected dividends.

        Income Taxes: The Company computes income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes.” SFAS No. 109 requires an asset and liability approach which results in the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities, as well as operating loss and tax credit carryforwards, using enacted tax rates in effect in the years in which the differences are expected to reverse.

        In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. A valuation allowance has been provided for the portion of the Company’s net deferred tax assets for which it is more likely than not that they will not be realized.

12

        Comprehensive Income (Loss): Comprehensive income (loss) includes net income (loss) as well as changes in stockholders’ equity that results from transactions and events other than those with stockholders. Items of comprehensive income (loss) include the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2005		2004		2005		2004
Unrealized gain (loss) on marketable
securities	$	63	$	127	$	221	$	(288	)
Changes in fair value of cashflow hedges, net
of settlement		71		206		34		(238	)
Other comprehensive income (loss)	$	134	$	333	$	255	$	(526	)

        Net Income/(Loss) Per Share: The Company follows SFAS 128, Earnings Per Share, which requires the presentation of basic and diluted earnings per share. Basic earnings per share is computed by dividing the net income/(loss) available to common shareholders by the weighted average number of common shares outstanding during each period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The effect of potentially dilutive stock options outstanding in the three and nine months ended September 30, 2005 is as follows:

	For the Three Months Ended September 30, 2005						For the Nine Months Ended September 30, 2005
(In thousands except for EPS)	Income (Numerator)		Shares (Denominator)		Per-Share Amount		Income (Numerator)			Shares (Denominator)		Per-Share Amount
Net income (loss) available to
common shareholders	$	3,453					$	(18	)
Basic EPS
Net income (loss) available
to common stockholders		3,453		241,683	$	0.01	$	(18	)		240,572	$	0.00
Effect of Dilutive Securities
Options		--		794				--			--
Diluted EPS
Net income (loss) available
to common stockholders	$	3,453		242,477	$	0.01	$	(18	)		240,572	$	0.00

During the three and nine months ended September 30, 2004, the effect of potentially diluted stock options outstanding were antidilutive.

For the three months ended September 30, 2005, options to purchase 886,455 shares of common stock at prices between $3.92 to $17.94 per share were not included in the computation of diluted EPS because the options’ exercise price was greater than the average market price of the common shares. The options which expire between 2006 to 2015 were still outstanding at September 30, 2005.

        Detail of potentially dilutive shares excluded from earnings per share calculation due to antidilution:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2005		2004		2005		2004
Options		--		1,810		2,271		1,810
1.25% Debentures Convertible at $7.60		23,684		23,684		23,684		23,684
Total potentially dilutive shares		23,684		25,494		25,955		25,494

        Debt Issuance Costs: Costs associated with the issuance of debt are included in other noncurrent assets and are amortized over the term of the related debt.

13

        Use of Estimates: The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in their consolidated financial statements and accompanying notes. The more significant areas requiring the use of management estimates relate to mineral reserves, reclamation and remediation costs, valuation allowance for deferred tax assets, useful lives utilized for depreciation, depletion, amortization and accretion calculations of future cash flows from long-lived assets. Actual results could differ from those estimates.

        Reclassifications: Certain reclassifications of prior year balances have been made to conform to current year presentation.

        Recent Accounting Pronouncements: In November 2004, FASB issued SFAS No. 151, “Inventory Costs,” which amends the guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). This Statement now requires that these items be recognized as current-period expenses regardless of whether they meet the criterion of “so abnormal” as previously stated in ARB No. 43, Chapter 5. In addition, this Statement requires that the allocation of fixed production overheads to costs of conversion be based on the normal capacity of the production facility. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company has performed a review of the provisions of the Statement and has determined that its current accounting practice is to recognize idle facilities as a current-period expense and, therefore, does not believe that adoption will have a material impact on its financial statements.

        During 2004, a committee of the Emerging Issues Task Force (“EITF”) began discussing the accounting treatment for stripping costs incurred during the production phase of a mine. During March 2005, the EITF reached a consensus that stripping costs incurred during the production phase of a mine are variable production costs that should be included in the costs of inventory produced during the period that the stripping costs are incurred. The Financial Accounting Standards Board ratified the EITF consensus. The EITF consensus is effective for the first reporting period in fiscal years beginning after December 15, 2005, with early adoption permitted. The Company is currently evaluating the impact of the EITF consensus on the Company’s financial position and results of operations and expects to adopt the consensus in the first quarter of 2006.

NOTE C- METAL AND OTHER INVENTORIES

        Inventories consist of the following:

	September 30, 2005		December 31, 2004
Concentrate and dorè inventory	$	10,841	$	11,876
Supplies		6,840		5,763
Metal and other inventory	$	17,681	$	17,639

NOTE D- INCOME TAXES

        The Company computes income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes.” SFAS No. 109 requires an asset and liability approach which results in the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of those assets and liabilities, as well as net operating loss and tax credit carryforwards, using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company has U.S. net operating loss carryforwards which expire in 2008 through 2025 while the foreign country net operating losses have an indefinite carryforward period.

14

        For the three months ended September 30, 2005, the Company reported an income tax provision of approximately $0.3 million. The income tax provision is comprised of a $0.8 million deferred tax provision, based upon actual earnings for the quarter then ended, reduced by a $0.4 million deferred tax benefit arising from a release of valuation allowance due to the increased proven and probable reserves and revised projected future taxable income at CDE Cerro Bayo Ltd., a $0.6 million benefit for the release of valuation allowance associated with the expected utilization of past net operating losses and other deductible temporary differences in Argentina and Australia and offset by $0.7 million in current taxes payable in Argentina and Australia. The Company reported a current $0.2 million domestic tax benefit from a net operating loss carryback and did not report and any domestic deferred tax provision, as management determined that it is more likely than not that the net deferred taxes would not be utilized.

        For the nine months ended September 30, 2005, the Company recorded an income tax provision of approximately $0.8 million. The tax provision is comprised of $2.9 million deferred tax provision, based upon actual earnings for the nine months ended September 30, 2005, reduced by $1.7 million deferred tax benefit arising from a release of valuation allowance due to increased proven and probable reserves and revised projected future taxable income at the Cerro Bayo mine, and $1.2 million benefit for the release of valuation allowance associated with the expected utilization of past net operating losses and other deductible temporary differences in Argentina and Australia and offset by a net $0.8 million in current taxes payable in Argentina, Australia and the United States. As of September 30, 2005, the net foreign deferred tax asset is approximately $4.4 million ($1.3 million current and $3.1 million long term).

        The income tax provision for the first nine months of 2005 and 2004 varies from the statutory rate primarily because of foreign operations and management determination that it is more likely than not that a portion of the net deferred tax assets would not be utilized.

NOTE E– LONG-TERM DEBT

        On January 13, 2004, the Company completed its offering of $180 million aggregate principal amount of 1.25% Convertible Senior Notes due 2024 (the “1.25% Notes”). The 1.25% Notes are convertible into shares of Coeur common stock at a conversion rate of approximately 131.5789 shares of Coeur common stock per $1,000 principal amount of Notes, representing a conversion price of $7.60 per share. Interest on the notes is payable in cash at the rate of 1.25% per annum beginning July 15, 2004. The 1.25% Notes are general unsecured obligations, senior in right of payment to Coeur’s other indebtedness.

        On March 11, 2004, the Company redeemed the remaining outstanding $9.6 million principal amount of the Company’s 7 ¼% Convertible Subordinated Debentures due October 15, 2005.

NOTE F- SEGMENT REPORTING

        Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision making group is comprised of the Chief Executive Officer, the Chief Financial Officer, the Senior Vice President of North America Operations and the President of the South America Operations.

        During the third quarter, the Company reassessed its reportable segments and as a result has expanded its segment disclosures to include the Broken Hill mine and the Kensington project. The operating segments are managed separately because each segment represents a distinct use of Company resources and contribution to the Company’s cash flows in its respective geographic area. The Company’s reportable operating segments are the Rochester, Coeur Silver Valley (Galena), Cerro Bayo, Martha, San Bartolome, Kensington, and CDE Australia (Endeavor and Broken Hill) mining properties. The Company’s exploration programs are included as other. All operating segments are engaged in the discovery and/or mining of gold and silver and generate the majority of their revenues from the sale of precious metal concentrates and/or refined precious metals. The Coeur Silver Valley and Cerro Bayo/Martha mines sell precious metal concentrates, typically under long term contracts to smelters located in Canada (Noranda Inc. and Teck Cominco Metals Ltd.), Japan (Sumitomo Ltd. and DOWA Mining Company) and Mexico (Penoles). Refined gold and silver produced by the Rochester mine is primarily sold on a spot basis to precious metal trading banks such as Standard Bank and Mitsui. Concentrates produced at CDE Australia (Endeavor and Broken Hill mines) are sold to Zinifex, an Australian smelter.

15

        Intersegment revenues consist of precious metal sales to the Company’s metals marketing division and are transferred at the market value of the respective metal on the date of the transfer. The other segment includes the corporate headquarters, elimination of intersegment transactions and other items necessary to reconcile to consolidated amounts. Revenues in the other segment are generated principally from interest received from the Company’s cash and investments that are not allocated to the operating segments. The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies in the Company’s Annual Report on Form 10-K. The Company evaluates performance and allocates resources based on each segment’s profit or loss before interest, income taxes, depreciation and amortization, unusual and infrequent items, and extraordinary items (“Segment Profit (loss)”).

Segment Reporting (In Thousands)
	Rochester Mine		Galena Mine			Cerro Bayo Mine		Martha Mine			Endeavor		Broken Hill		San Bartolome			Kensington			Other			Total
Three Months Ended September 30, 2005
Total net sales and revenues	$	16,957	$	3,320		$	16,236	$	3,655		$	1,912	$	538	$	(31	)	$	--		$	1,512		$	44,099
Depreciation and depletion		2,492		494			1,109		223			274		160		--			--			86			4,838
Interest income		--		--			30		--			--		--		--			--			2,387			2,417
Interest expense		--		--			3		--			--		--		--			--			734			737
Income tax (benefit) expense		--		--			410		(12	)		--		--		--			--			(117	)		281
Segment Profit (loss)		4,915		(776	)		6,000		167			1,715		385		(31	)		(263	)		(2,803	)		9,309
Segment assets (A)		83,817		12,765			33,790		5,615			15,538		36,974		29,980			47,511			9,760			275,750
Capital expenditures for property		113		1,016			682		468			25		36,472		2,465			17,032			47			58,320
	Rochester Mine		Galena Mine			Cerro Bayo Mine		Martha Mine			Endeavor		Broken Hill		San Bartolome			Kensington			Other			Total
Three Months Ended September 30, 2004
Total net sales and revenues	$	14,037	$	4,904		$	9,864	$	1,524		$	--	$	--	$	1		$	--		$	937		$	31,267
Depreciation and depletion		2,728		476			1,258		308			--		--		1			13			78			4,862
Interest income		--		--			4		--			--		--		--			--			926			930
Interest expense		--		--			50		--			--		--		--			--			612			662
Income tax (benefit) expense		--		--			--		--			--		--		--			--			--			--
Merger expenses		--		--			--		--			--		--		--			--			14,894			14,894
Segment Profit (loss)		6,201		691			3,932		(1,385	)		--		--		(1,094	)		(2,374	)		(3,634	)		2,337
Segment assets (A)		75,234		11,036			26,802		3,346			--		--		20,251			25,862			6,109			168,640
Capital expenditures for property		1,038		712			777		74			--		--		--			44			87			2,732

16

	Rochester Mine		Galena Mine			Cerro Bayo Mine		Martha Mine			Endeavor		Broken Hill		San Bartolome			Kensington			Other			Total
Nine Months Ended September 30, 2005
Total net sales and revenues	$	44,173	$	12,266		$	47,268	$	9,370		$	1,583	$	538	$	(37	)	$	--		$	5,643			120,804
Depreciation and depletion		8,061		1,507			3,431		613			346		160		--			35			219			14,372
Interest income		--		--			75		--			--		--		--			--			6,471			6,546
Interest expense		--		--			3		--			--		--		--			--			1,866			1,869
Litigation settlement		--		--			--		--			--		--		--			--			(1,600	)		(1,600	)
Income tax (benefit) expense		--		--			1,182		(290	)		--		--		--			--			(79	)		813
Segment Profit (loss)		15,286		(1,296	)		19,347		520			1,371		385		(120	)		(6,822	)		(10,035	)		18,636
Segment assets (A)		83,817		12,765			33,790		5,615			15,538		36,974		29,980			47,511			9,760			275,750
Capital expenditures for property		1,082		2,462			2,114		1,468			15,125		36,472		8,034			18,031			366			85,154
	Rochester Mine		Galena Mine			Cerro Bayo Mine		Martha Mine			Endeavor		Broken Hill		San Bartolome			Kensington			Other			Total
Nine Months Ended September 30, 2004
Total net sales and revenues	$	41,263	$	17,445		$	23,274	$	4,004		$	--	$	--	$	--		$	--		$	1,398		$	87,384
Depreciation and depletion		7,459		1,430			4,241		1,102			--		--		4			36			209			14,481
Interest income		--		--			4		--			--		--		--			--			2,308			2,312
Interest expense		1		--			123		--			--		--		--			--			2,133			2,257
Loss on forward sales contracts		--		--			--		--			--		--		--			--			936			936
Merger expenses		--		--			--		--			--		--		--			--			14,894			14,894
Segment Profit (loss)		17,590		2,680			8,332		(1,958	)		--		--		(4,004	)		(5,115	)		(10,104	)		7,421
Segment assets (A)		75,234		11,036			26,802		3,346			--		--		20,251			25,862			6,109			168,640
Capital expenditures for property		1,616		1,537			1,691		408			--		--		--			74			532			5,858

Notes:
(A) Segment assets consist of receivables, prepaids, inventories, property, plant and equipment, and mining properties

The following reconciles total segment’s profit or loss before interest, income taxes, depreciation and amortization, unusual and infrequent items, and extraordinary items to net income (loss) before income taxes as presented in the consolidated statements of operations and comprehensive income (loss).

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Income (Loss)
Total segment profit (loss)	$	9,309		$	2,337		$	18,636		$	7,421
Depreciation, depletion and amortization expense		(4,838	)		(4,862	)		(14,372	)		(14,481	)
Interest expense		(737	)		(662	)		(1,869	)		(2,257	)
Litigation Settlement & Other		--			(14,893	)		(1,600	)		(15,830	)
Income (loss) before income taxes	$	3,734		$	(18,080	)	$	795		$	(25,147	)

17

	September 30,
	2005		2004
Assets
Total assets for reportable segments	$	275,750	$	168,640
Cash and cash equivalents		216,062		166,056
Short-term investments		41,418		52,335
Other assets		36,215		25,348
Total consolidated assets	$	569,445	$	412,379

Geographic Information (In thousands)
	Three Months Ended September 30,					Nine Months Ended September 30,
Revenues(a)	2005			2004		2005			2004
United States	$	22,511		$	19,909	$	62,834		$	60,126
Australia		1,824			--		1,495			--
Chile		16,128			9,832		47,156			23,252
Argentina		3,655			1,524		9,370			4,004
Bolivia		(31	)		--		(37	)		--
Other Foreign Countries		12			2		(14	)		2
Consolidated Total	$	44,099		$	31,267		120,804		$	87,384

	September 30,
Long-Lived Assets	2005		2004
United States	$	77,100	$	61,049
Australia		51,091		--
Chile		16,581		13,541
Argentina		1,919		1,585
Bolivia		29,362		20,155
Other Foreign Countries		194		144
Consolidated Total	$	176,247	$	96,474

(a) Revenues are geographically separated based upon the country in which operations and the underlying assets generating those revenues reside.

NOTE G- RECLAMATION AND REMEDIATION

        Reclamation and remediation costs are based principally on legal and regulatory requirements. Management estimates costs associated with reclamation of mining properties as well as remediation cost for inactive properties. The estimated undiscounted cash flows generated by our assets and the estimated liabilities for reclamation and remediation are determined using the Company’s assumptions about future costs, mineral prices, mineral processing recovery rates, production levels and capital and reclamation costs. Such assumptions are based on the Company’s current mining plan and the best available information for making such estimates. On an ongoing basis, management evaluates its estimates and assumptions; however, actual amounts could differ from those based on such estimates and assumptions.

18

        The following is a description of the changes to the Company’s asset retirement obligations from January 1 to September 30, 2005:

	(in thousands)
Asset Retirement Obligation - January 1, 2005	$	23,436
Accretion		1,313
Additions		--
Settlements		(445	)
Asset Retirement Obligation - September 30, 2005	$	24,304

NOTE H — DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

        For the first nine months of 2005, the Company recorded a realized gain of approximately $15,007 in connection with its foreign currency hedging program.

        The Company no longer has forward sales in its gold price protection program. In the first quarter of 2004, the Company closed out all of its forward sales positions and recorded a loss of $0.9 million.

        The following table summarizes the information at September 30, 2005 associated with the Company’s financial and derivative financial instruments that are sensitive to changes in interest rates, commodity prices and foreign exchange rates. For long-term debt obligations, the table presents principal cash flows and related average interest rates. For foreign currency exchange contracts, the table presents the notional amount in Chilean Pesos to be purchased along with the average foreign exchange rate.

(dollars in thousands)	2005			2006			2007			2008			2009			Thereafter			Total			Fair Value 9/30/05
Liabilities
Long Term Debt (A)
Fixed Rate	$	--		$	--		$	--		$	--		$	--		$	180,000		$	180,000		$	148,104
Average Interest Rate		1.25	%		1.25	%		1.25	%		1.25	%		1.25	%		1.25	%		1.25	%
(A) Debt due 2024
Foreign Currency
Contracts
Chilean Peso - USD	$	600			--			--			--			--			--		$	600		$	34
Exchange Rate		574			--			--			--			--			--
(CLP to USD)

        Fair value is determined by trading information on or near the balance sheet date. Long term debt represents the face amount of the outstanding convertible debentures and timing of when these become due. Interest rates presented in the table are calculated using the weighted average of the outstanding face amount of each debenture for the period remaining in each period presented. All long term debt is denominated in US dollars.

19

NOTE I- DEFINED BENEFIT, POST-RETIREMENT MEDICAL BENEFIT, DEFINED CONTRIBUTION AND 401(k) PLANS

	Nine Months Ended September 30,
Components of Net Period Benefit Cost: (In thousands)	Defined Benefit Plan						Post-Retirement Medical Plan
	2005			2004			2005			2004
Service cost	$	258		$	259		$	6		$	13
Interest cost		333			282			15			87
Expected return on plan assets		(196	)		(159	)		--			--
Amortization of prior service cost		45			42			(94	)		--
Amortization of the net (gain) loss		212			202			(279	)		--
Net periodic benefit cost	$	652		$	626		$	(352	)	$	100

Contributions:
The Company previously disclosed in its financial statements for the year ended December 31, 2004, that it expected to contribute $0.7 million to its pension plans in 2005. For the nine months ended September 30, 2005 and 2004, $0.5 million and $0.5 million, respectively, of contributions have been made.

Defined Contribution Plan

        The Company provides a noncontributory defined contribution retirement plan for all eligible U.S. employees. Total plan expenses charged to net income (loss) in the third quarter of 2005 and 2004 were $0.3 million and $0.2 million, respectively, and plan expenses charged to net income (loss) for the nine months ended September 30, 2005 and 2004 were $0.8 million and $0.7 million, respectively, which is based on a percentage of salary of qualified employees.

401(k) Plan

        The Company maintains a savings plan (which qualifies under Section 401(k) of the U.S. Internal Revenue Code) covering all eligible U.S. employees. Under the plan, employees may elect to contribute up to 100% of their cash compensation, subject to ERISA limitations. The Company is required to make matching cash contributions equal to 50% of the employees’ contribution or up to 3% of the employees’ compensation. Employees have the option of investing in thirteen different types of investment funds. Total plan expenses charged to operations in the third quarter of 2005 and 2004 were $0.1 million and $0.1 million, respectively, and total plan expenses charged to operations for the nine months ended September 30, 2005 and 2004 were $0.4 million and $0.4 million, respectively.

NOTE J – 2005 NON-EMPLOYEE DIRECTORS’ EQUITY INCENTIVE PLAN

        On June 3, 2005, the Company’s shareholders approved the 2005 Non-Employee Directors’ Equity Incentive Plan and authorized 500,000 shares of common stock for issuance. As of September 30, 2005, 35,996 shares were issued in lieu of $0.1 million of foregone Directors’ fees.

NOTE K- COMMITMENTS AND CONTINGENCIES

Significant Customers

        The Company markets its metals products and concentrates primarily to two bullion trading banks and five third party smelters. These customers then sell the metals to end users for use in industry applications such as electronic circuitry, jewelry and silverware production and the manufacture and development of photographic film. Sales of metals to bullion trading banks amounted to approximately 38.4% and 47.9% of total metals sales in the first nine months of 2005 and 2004, respectively. Generally, the loss of a single bullion trading bank customer would not adversely affect the Company in view of liquidity of the product and availability of alternative trading banks.

20

        The Company currently markets its silver and gold concentrates to third party smelters in Canada, Japan, Mexico and Australia. Sales of metals concentrates to third party smelters amounted to approximately 61.6% and 52.1% of metals sales in the first nine months of 2005 and 2004, respectively. The loss of any one smelter customer could have a material adverse effect in the event of the possible unavailability of alternative smelters.

NOTE L- LITIGATION AND OTHER EVENTS

Federal Natural Resources Action

          On March 22, 1996, an action was filed in the United States District Court for the District of Idaho by the United States against various defendants, including the Company, asserting claims under CERCLA and the Clean Water Act for alleged damages to federal natural resources in the Coeur d’Alene River Basin of Northern Idaho. The damages are claimed to result from alleged releases of hazardous substances from mining activities conducted in the area since the late 1800s.

        In May 2001, the Company and representatives of the U.S. Government, including the Environmental Protection Agency, the Department of Interior and the Department of Agriculture, reached an agreement to settle the lawsuit. The terms of settlement are set forth in a Consent Decree issued by the court. Pursuant to the terms of the Consent Decree, dated May 14, 2001, the Company has paid the U.S. Government a total of approximately $3.9 million, of which $3.3 million was paid in May 2001 and the remaining $0.6 million was paid in June 2001. In addition, the Company will (i) pay the United States 50% of any future recoveries from insurance companies for claims for defense and indemnification under general liability insurance policies in excess of $0.6 million, (ii) accomplish certain cleanup work on the Mineral Point property and Caladay property, and (iii) make a conveyance to the U.S. or the State of Idaho of certain real property to possibly be used as a waste repository. Finally, commencing five years after effectiveness of the settlement, the Company will be obligated to pay net smelter return royalties on its operating properties, up to a maximum of $3 million, amounting to a 2% net smelter royalty on silver production if the price of silver exceeds $6.50 per ounce, and a $5.00 per ounce net smelter royalty on gold production if the price of gold exceeds $325 per ounce. The royalty payment obligation expires after 15 years commencing five years after May 14, 2001. The Company recorded $4.2 million of expenses, which included $3.9 million of settlement payments, in the fourth quarter of 2000 in connection with the settlement and $0.3 million in legal fees.

States of Maine, Idaho And Colorado Superfund Sites Related to Callahan Mining Corporation

        During 2001, the United States Forest Service made a formal request for information regarding the Deadwood Mine Site located in central Idaho. Callahan Mining Corporation had operated at this site during the 1940’s. The Forest Service believes that some cleanup action is required at the location. However, Coeur d’Alene Mines Corporation did not acquire Callahan until 1991, more than 40 years after Callahan disposed of its interest in the Deadwood property. The Company did not make any decisions with respect to generation, transport or disposal of hazardous waste at the site. Therefore, it is believed that the Company is not liable for any cleanup, and if Callahan might be liable, it has no substantial assets with which to satisfy any such liability. To date no claim has been made by the United States for any dollar amount of cleanup costs against either the Company or Callahan.

        During 2002, the EPA made a formal request for information regarding a Callahan mine site in the State of Maine. Callahan operated there in the late 1960’s, shut the operations down in the early 1970’s and disposed of the property. The EPA contends that some cleanup action is warranted at the site, and listed it on the National Priorities List in late 2002. The Company believes that because it made no decisions with respect to generation, transport or disposal of hazardous waste at this location, it is not liable for any cleanup costs. If Callahan might have liability, it has no substantial assets with which to satisfy such liability. To date, no claim has been made for any dollar amount of cleanup costs against either the Company or Callahan.

21

        In January 2003, the U.S. Forest Service made a formal request for information regarding a Callahan mine site in the State of Colorado known as the Akron Mine Site. Callahan operated there in approximately the late 1930s through the 1940s, and to the Company’s knowledge, disposed of the property. The Company is not aware of what, if any, cleanup action the Forest Service is contemplating. However, the Company did not make decisions with respect to generation, transport or disposal of hazardous waste at this location, and therefore believes it is not liable for any cleanup costs. If Callahan might have liability, it has no substantial assets with which to satisfy such liability. To date, no claim has been made for any dollar amount of cleanup costs against either the Company or Callahan.

Suit By Credit Suisse First Boston

        On December 2, 2003, suit was filed by Credit Suisse First Boston against the Company in the United States District Court for the Southern District of New York (Docket No. 03 Civ 9547). The plaintiff alleged that the Company breached a contract between the parties providing for services to be furnished by the plaintiff to the defendant. Plaintiff alleged that it was entitled to damages in the amount of $2.4 million attributed to the breach. On April 6, 2005, the Company agreed to settle the suit for $1.6 million which was accrued in the first quarter of 2005 and paid in the second quarter of 2005.

Argentina Regulatory Issues

        In September 2004 the Provincial government in Argentina made a formal demand upon the Company’s wholly owned subsidiary which operates the Martha Mine for royalty payment attributed to ore mined and shipped in excess of payments made before the demand. The government takes the position that insufficient royalty is being paid. The demand was in the approximate amount of $200,000. The Company paid the demand under protest and is contesting the amount through an administrative review procedure. The Provincial government may make further such demands attributed to additional ore shipped from the mine. The Company is not able to predict at this time what the position of the Provincial government will be nor the amount of dollar exposure associated with further demands, if such demands are made.

        Coeur learned on November 19, 2004 that its wholly owned subsidiary, Compania Minera Polimet S.A. (“Polimet”), the owner of the Martha mine, is being investigated by Argentine governmental agencies. Based on discussions between the Company’s counsel and governmental authorities, the Company currently believes that the investigation relates to operations carried out by the predecessor owner of Polimet. In particular, the Company understands that the investigation may focus on shipments of ore from the Martha mine made by the predecessor owner of Polimet in 2001 and early 2002, and whether such shipments complied with applicable export control laws. The Company acquired the capital stock of Polimet in April 2002.

        At this point, neither the Company, Polimet nor any officer or director has been served with any complaint or subpoena, given any official written notice or formally charged with any offense. Consequently, the Company cannot state with certainty or specificity any allegations that may ultimately be brought against the Company, Polimet or their individual directors or officers, or what remedies may ultimately be sought or obtained against the Company. If the Company suffers any losses or damages related to operation of the Martha mine prior to the Company’s ownership, the Company will pursue indemnification against the previous owner of Polimet.

        The Company believes it has fully complied with Argentine law since it acquired the Martha mine. If the Company or Polimet is formally charged or notified of a pending action, the Company will cooperate fully with the Argentine government authorities to resolve the matter.

District Court of Alaska Wrongful Death Action

        On July 11, 2005, an action was filed in the United States District Court for the District of Alaska at Juneau by Chelsea Walker Fink on behalf of Joseph Kollander, a minor child, and Thomas J. Kollander, Jr., plaintiffs against defendants Echo Bay Exploration, Inc., Coeur d’Alene Mines Corporation and Coeur Alaska, Inc. alleging wrongful death and negligence relating to a mine accident occurring in 1990 at the Kensington mine. Coeur Alaska was engaged in a joint venture agreement with Echo Bay Exploration at the time of the incident at issue when Echo Bay was the operator of the facility. The insurer for the Company is defending the action under a reservation of rights.  The complaint does not specify damages sought by the plaintiff; however, management believes this will not result in a material adverse financial impact to the Company, and believes that the matter is covered by insurance.

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Federal District Court of Alaska Permit Challenge

        On September 12, 2005 three environmental groups filed a lawsuit in Federal District Court in Alaska against the U.S. Corps of Engineers and the U.S. Forest Service seeking to invalidate permits issued to Coeur Alaska, Inc. for the Company’s Kensington mine. The Plaintiffs claim the Clean Water Act (CWA) Section 404 permit issued by the Corps of Engineers authorizing the deposition of mine tailings into Lower Slate Lake conflicts with the CWA and is thus illegal. They additionally claim the U.S. Forest Service’s approval of the Amended Plan of Operations is arbitrary and capricious because it relies on the 404 permit issued by the Corps.

        On September 29, 2005, Coeur Alaska, Inc. filed its Answer to Complaint and Motion to Intervene as a Defendant-Intervenor in the action. That motion is pending with the court. Once the Company has been granted Defendant-Intervenor status, it will join the agencies in their defense of the permits as issued. On October 12, 2005, the State of Alaska and Goldbelt, Inc, a local native corporation, additionally joined in filing their respective Motions to Intervene as Defendant-Intervenors as supporters of the Kensington project as permitted. On November 8, 2005, the U.S. Corps of Engineers filed a Motion for Voluntary Remand with the court to review the permit issued to the Company under the Clean Water Act (CWA) Section 404 and requested that the court stay the legal proceeding filed by SEACC and the other environmental groups pending the outcome of review. While the Company does not know the potential outcome of this filing, or the potential impact it may have on the project, it believes the U.S. Corps of Engineers followed appropriate procedures and made a correct decision in issuing the permit.

NOTE M – ENDEAVOR TRANSACTION

        On May 23, 2005, the Company acquired all of the silver production and reserves, up to 17.7 million payable ounces, contained at the Endeavor Mine in Australia, which is owned and operated by Cobar Operations Pty. Limited (“Cobar”), a wholly-owned subsidiary of CBH Resources Ltd. (“CBH”) for $38.5 million. The Endeavor Mine is located 720 km northwest of Sydney in New South Wales and has been in production since 1983.

        Under the terms of the agreement, CDE Australia, a wholly-owned subsidiary of Coeur, paid Cobar $15.4 million of cash at the closing. In addition, CDE Australia will pay Cobar approximately $23.1 million. Payment is expected to take place in late 2005 or early 2006. In addition to these upfront payments, Coeur will pay Cobar an operating cost contribution of $1.00 for each ounce of payable silver plus a further increment when the silver price exceeds the twenty-year average price of $5.23 per ounce. This further increment begins on the second anniversary of this agreement and is 50% of the amount by which the silver price exceeds $5.23 per ounce. A cost contribution of $0.25 per ounce is also payable by Coeur in respect of new ounces of proven and probable silver reserves as they are discovered.

NOTE N – BROKEN HILL TRANSACTION

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        On September 8, 2005, the Company acquired all of the silver production and reserves, up to 17.2 million payable ounces, contained at the Broken Hill mine in Australia, which is owned and operated by Perilya Broken Hill Ltd. (“PBH”) for $36.0 million. The Broken Hill Mine is located in New South Wales, Australia and is a zinc/lead/silver ore body. Pursuant to the Agreement, the transaction is capped at approximately 24.5 million contained ounces (or 17.2 million payable ounces) of silver to be mined by PBH at Broken Hill on the Company’s behalf. In addition, CDE Australia will pay PBH an operating cost contribution of approximately US$2.00 for each ounce of payable silver under the terms of the Agreement and PBH may earn up to an additional US$6.0 million of consideration by meeting certain silver production thresholds over the next eight years.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

        This document contains numerous forward-looking statements relating to the Company’s gold and silver mining business. The United States Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. Operating, exploration and financial data, and other statements in this document are based on information the Company believes reasonable, but involve significant uncertainties as to future gold and silver prices, costs, ore grades, estimation of gold and silver reserves, mining and processing conditions, changes that could result from the Company’s future acquisition of new mining properties or businesses, the risks and hazards inherent in the mining business (including environmental hazards, industrial accidents, weather or geologically related conditions), regulatory and permitting matters, and risks inherent in the ownership and operation of, or investment in, mining properties or businesses in foreign countries. Actual results and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.

        Management’s Discussion and Analysis includes references to total cash costs per ounce of silver produced both on an individual mine basis and on a consolidated basis. Total cash costs per ounce represent a non- U.S. generally accepted accounting principles (“GAAP”) measurement that management uses to monitor and evaluate the performance of its mining operations. A reconciliation of total cash costs per ounce to U.S. GAAP “Production Expenses” is also provided herein and should be referred to when reading the total cash cost per ounce measurement.

General

        The results of the Company’s operations are significantly affected by the market prices of silver and gold which may fluctuate widely and are affected by many factors beyond the Company’s control, including, without limitation, interest rates, expectations regarding inflation, currency values, governmental decisions regarding the disposal of precious metals stockpiles, global and regional political and economic conditions, and other factors.

        The average prices of silver (Handy & Harman) and gold (London Final) for the first nine months of 2005 were $7.09 and $431 per ounce, respectively. The market prices of silver and gold on November 1, 2005 were $7.47 per ounce and $459.50 per ounce, respectively.

        The mines operated by the Company, or in which it has an interest, are the Rochester mine in Nevada, the Galena mine in the Coeur d’Alene Mining District of Idaho, the Cerro Bayo mine in Chile, the Martha mine in Argentina and the Endeavor and Broken Hill mines in Australia.

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Operating Highlights and Statistics

South American Operations

        At the Cerro Bayo mine in Southern Chile, total cash costs per ounce of silver in the third quarter of 2005 were $0.37 per ounce compared to $1.63 per ounce in the third quarter of 2004. The decrease in cash costs per ounce is primarily due to the increased gold production which resulted in an increase in the by-product credit for the third quarter of 2005 as compared to the same period in 2004. Silver production was 742,825 ounces and gold production was 16,744 ounces in the third quarter of 2005 compared to 606,069 ounces of silver and 14,482 ounces of gold in the third quarter of 2004. The increase in production is due to higher silver and gold ore grades compared to the same period in 2004.

        Total cash costs per ounce for the first nine months of 2005 amounted to $0.33 compared to $2.31 during the same period in 2004. The higher gold production and lower cash costs per ounce were due to an increase in the gold ore grade mined and an increase in the by-product credit as compared with the same period of 2004. For the nine months ended September 30, 2005, silver production was 2,093,964 ounces and gold production was 46,711 ounces compared to 1,978,764 ounces of silver and 35,721 ounces of gold for the same period of 2004.

        At the Martha Mine in Southern Argentina, total cash costs per ounce in the third quarter of 2005 were $4.24 per ounce compared to $5.38 per ounce in 2004. The decreased cash cost per ounce was primarily due to the transition from contract mining to owner mining during the third quarter of 2005 and higher silver production. Silver production was 569,873 ounces in the third quarter of 2005 compared to 317,720 ounces in the third quarter of 2004. The increase in silver production was due to an increase in silver grade.

        For the nine months ended September 30, 2005, silver production was 1,555,054 ounces compared to 1,216,117 ounces in the same period last year. Total cash costs per ounce in the nine-month period were $4.52 per ounce in 2005 compared to $3.79 per ounce in 2004. The increased silver production and the increase in cash costs per ounce were primarily due to the transition from contract mining to owner mining which resulted in some duplication of costs during the first nine months of 2005.

North American Operations

        At the Rochester mine, silver production was 1,708,950 ounces and gold production was 21,436 ounces during the third quarter of 2005 compared to 1,324,127 ounces of silver and 17,432 ounces of gold in the third quarter of the prior year. Total cash costs per ounce decreased 14% to $3.64 in the third quarter of 2005 from $4.23 in the third quarter of 2004. The decrease in cash costs per ounce is primarily due to increased silver and gold production during its third quarter of 2005.

        Silver production for the nine months ended September 30, 2005 was 4,053,531 ounces compared to 3,951,428 ounces for the nine months ended September 30, 2004 and gold production increased to 49,840 ounces from 44,912 ounces. Total cash costs per ounce for the nine months ended September 30, 2005 increased by 16% to $5.56 compared to $4.78 for the same period of 2004. This increase in cash cost per ounce is attributable to higher equipment maintenance and diesel fuel costs.

        At Coeur Silver Valley (Galena Mine), silver production in the third quarter of 2005 decreased 41% to 459,805 from 785,296 ounces produced in the third quarter of 2004. Total cash costs per ounce in the third quarter of 2005 increased to $8.39 from $6.16 per ounce in the third quarter of the prior year. The production shortfall is primarily due to the loss of production from the 2400 Upper Silver Vein and the lower 72 Vein while these areas are under redevelopment, as well as ore grade dilution from development activities currently occurring on the 3400 and 4000 level 215 Vein systems.

25

        Silver production for the nine months ended September 30, 2005 was 1,729,801 ounces compared to 2,647,240 ounces for the nine months ended September 30, 2004. The decrease in silver production is primarily due to lower then expected ore grades from the lower 72 Vein area and the shorter than expected strike length of the 2400 Upper Silver Vein which has necessitated the redevelopment of these areas to reach higher ore grade horizons in the ore block. In addition, poor ground conditions have delayed the development and mining of the 117 Vein. Cash costs per ounce for the nine months ended September 30, 2005 increased 43% to $7.60 per ounce compared to $5.30 for the nine months ended September 300, 2004. The increase in cash costs per ounce is due to decreased silver production related to a decrease in tons milled and lower silver ore grades.

Australia Operations

        On May 23, 2005, the Company acquired all of the silver production and reserves, up to 17.7 million payable ounces, contained at the Endeavor mine in Australia, which is owned and operated by CBH Resources Ltd. (“CBH”) for $38.5 million. Coeur’s share of the silver production from the Endeavor mine in the third quarter of 2005 was 220,613 ounces at a cash cost of $1.95 per ounce. Coeur’s share of total silver production for the nine months ended September 30, 2005 amounted to 279,078 ounces at a cash cost of $1.94 per ounce.

        On October 24, 2005, CBH announced that mining operations at the Endeavor mine have been suspended below the four haulage level following an uncontrolled fall of waste ground into the mine’s 6Z2 crown pillar stope. A detailed risk assessment is now underway by CBH who announced that they expect reduced production over the next two quarters.

        On September 8, 2005, the Company acquired all of the silver production and reserves, up to 17.2 million payable ounces, contained at the Broken Hill mine in Australia which is owned and operated by Perilya Broken Hill Ltd. (“PBH”) for $36.0 million. Coeur’s share of the silver production from the Broken Hill mine in the third quarter of 2005 was 83,010 ounces at a cash cost of $2.69 per ounce.

26

Operating Statistics

        The following table sets forth the amounts of silver and gold produced by the following mining properties and the cash and full costs of such production during the three- and nine-month periods ended September 30, 2005 and 2004. The Rochester, Galena, Cerro Bayo and Martha mines are wholly-owned by the Company. The Company has a contractual interest in the Endeavor and Broken Hill mine silver reserves and production.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2005		2004		2005		2004
ROCHESTER MINE
Silver ozs.		1,708,950		1,324,127		4,053,531		3,951,428
Gold ozs		21,436		17,432		49,840		44,912
Cash costs per oz./silver		$3.64		$4.23		$5.56		$4.78
Full costs per oz./silver		$5.07		$6.22		$7.49		$6.59
GALENA MINE
Silver ozs.		459,805		785,296		1,729,801		2,647,240
Gold ozs.		60		77		205		267
Cash costs per oz./silver		$8.39		$6.16		$7.60		$5.30
Full costs per oz./silver		$9.47		$6.77		$8.47		$5.84
CERRO BAYO (A)
Silver ozs.		742,825		606,069		2,093,964		1,978,764
Gold ozs.		16,744		14,482		46,711		35,721
Cash costs per oz./silver		$0.37		$1.63		$0.33		$2.31
Full costs per oz./silver		$1.86		$3.70		$1.97		$4.45
MARTHA MINE (A)
Silver ozs.		569,873		317,720		1,555,054		1,216,117
Gold ozs.		726		403		1,933		1,644
Cash costs per oz./silver		$4.24		$5.38		$4.52		$3.79
Full costs per oz./silver		$4.62		$6.34		$4.91		$4.68
ENDEAVOR MINE (B)
Silver ozs.		220,613		--		279,078		--
Cash costs per oz./silver		$1.95		--		$1.94		--
Full costs per oz./silver		$3.19		--		$3.18		--
BROKEN HILL MINE (C)
Silver ozs.		83,010		--		83,010		--
Cash costs per oz./silver		$2.69		--		$2.69		--
Full costs per oz./silver		$4.62		--		$4.62		--
CONSOLIDATED PRODUCTION TOTALS
Silver ozs.		3,785,076		3,033,212		9,794,438		9,793,549
Gold ozs.		38,966		32,394		98,689		82,544
Cash costs per oz./silver		$3.54		$4.33		$4.51		$4.30
Full costs per oz./silver		$4.78		$5.88		$5.92		$5.72
CONSOLIDATED SALES TOTALS
Silver ozs. sold		3,614,629		2,810,653		10,454,763		9,405,311
Gold ozs. sold		38,303		26,406		107,516		74,268
Realized price per silver oz.		$7.26		$6.74		$7.12		$6.67
Realized price per gold oz.		$452		$406		$436		$399

^(A) Beginning in the first quarter of 2005, the Company segregated operating statistics to conform to current year presentation.

^(B) On May 23, 2005, the Company acquired all of the silver production and reserves contained at the Endeavor mine in Australia, which is owned and operated by CBH Resources Ltd. (“CBH”), for $38.5 million. Production totals represent Coeur’s share of the silver production in the three and nine months ended September 30, 2005.

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^(C) On September 8, 2005, the Company acquired all of the silver production and reserves, up to 17.2 million payable ounces, contained at the Broken Hill mine in Australia which is owned and operated by Perilya Broken Hill Ltd. (“PBH”) for $36.0 million. Coeur’s share of the silver from September 8, 2005 to September 30, 2005 was 83,010 ounces at a cash cost of $2.69 per ounce, representing Coeur’s agreed upon operating cost contribution including smelting and refining charges.

        Note: “Cash Costs per Ounce” are calculated by dividing the cash costs computed for each of the Company’s mining properties for a specified period by the amount of gold ounces or silver ounces produced by that property during that same period. Management uses cash costs per ounce produced as a key indicator of the profitability of each of its mining properties. Gold and silver are sold and priced in the world financial markets on a US dollar per ounce basis. By calculating the cash costs from each of the Company’s mines on the same unit basis, management can easily determine the gross margin that each ounce of gold and silver produced is generating.

        “Cash Costs” are costs directly related to the physical activities of producing silver and gold and include mining, processing and other plant costs, deferred mining adjustments, third-party refining and smelting costs, marketing expense, on-site general and administrative costs, royalties, in-mine drilling expenditures that are related to production and other direct costs. Sales of by-product metals (primarily gold and copper) are deducted from the above in computing cash costs. Cash costs exclude depreciation, depletion and amortization, corporate general and administrative expense, exploration, interest, and pre-feasibility costs and accruals for mine reclamation. Cash costs are calculated and presented using the “Gold Institute Production Cost Standard” applied consistently for all periods presented.

        Total cash costs per ounce is a non-GAAP measurement and investors are cautioned not to place undue reliance on it and are urged to read all GAAP accounting disclosures presented in the consolidated financial statements and accompanying footnotes. In addition, see the reconciliation of “cash costs” to production costs under “Costs and Expenses” set forth below:

The following tables present a reconciliation between cash costs per ounce and GAAP production costs reported in the Statement of Operations:

Three Months Ended September 30, 2005
	Rochester			Galena			Cerro Bayo			Martha			Endeavor			Broken Hill			Total
Production of Silver (ounces)		1,708,950			459,805			742,825			569,873			220,613			83,010			3,785,076
Cash Costs per ounce		$3.64			$8.39			$0.37			$4.24			$1.95			$2.69			$3.54
Total Cash Costs (thousands)		$6,217			$3,859			$273			$2,415			$430			$223			$13,417
Add/(Subtract):
Third Party Smelting Costs		(281	)		(745	)		(1,126	)		(336	)		(234	)		(70	)		(2,792	)
By-Product Credit		9,476			596			7,350			320			--			--			17,742
Deferred Stripping and other
adjustments		(54	)		--			10			174			--			--			130
Change in Inventory		(3,326	)		3			2,005			410			2			--			(906	)
Production Costs		$12,032			$3,713			$8,512			$2,983			$198			$153			$27,591
Three Months Ended September 30, 2004
	Rochester			Galena			Cerro Bayo			Martha			Endeavor			Broken Hill			Total
Production of Silver (ounces)		1,324,127			785,296			606,069			317,720			--			--			3,033,212
Cash Costs per ounce		$4.23			$6.16			$1.63			$5.38			--			--			$4.33
Total Cash Costs (thousands)		$5,602			$4,840			$988			$1,711			--			--			$13,141
Add/(Subtract):
Third Party Smelting Costs		(234	)		(1,238	)		(974	)		(169	)		--			--			(2,615	)
By-Product Credit		7,007			846			5,809			162			--			--			13,824
Deferred Stripping and other
adjustments		(100	)		--			48			(40	)		--			--			(92	)
Change in Inventory		(4,439	)		(584	)		(451	)		230			--			--			(5,244	)
Production Costs		$7,836			$3,864			$5,420			$1,894									$19,014

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Nine Months Ended September 30, 2005
	Rochester			Galena			Cerro Bayo			Martha			Endeavor			Broken Hill			Total
Production of Silver (ounces)		4,053,531			1,729,801			2,093,964			1,555,054			279,078			83,010			9,794,438
Cash Costs per ounce		$5.56			$7.60			$0.33			$4.52			$1.94			$2.69			$4.51
Total Cash Costs (thousands)		$22,536			$13,149			$691			$7,030			$541			$223			$44,170
Add/(Subtract):
Third Party Smelting Costs		(687	)		(2,877	)		(3,152	)		(903	)		(292	)		(70	)		(7,981	)
By-Product Credit		21,637			2,224			20,150			834			--			--			44,845
Deferred Stripping and other
adjustments		(256	)		--			--			--			--			--			(256	)
Change in Inventory		(14,499	)		(321	)		5,271			376			(36	)		--			(9,209	)
Production Costs		$28,731			$12,175			$22,960			$7,337			$213			$153			$71,569
Nine Months Ended September 30, 2004
	Rochester			Galena			Cerro Bayo			Martha			Endeavor			Broken Hill			Total
Production of Silver (ounces)		3,951,428			2,647,240			1,978,764			1,216,117			--			--			9,793,549
Cash Costs per ounce		$4.78			$5.30			$2.14			$3.79			--			--			$4.30
Total Cash Costs (thousands)		$18,900			$14,039			$4,566			$4,605			--			--			$42,110
Add/(Subtract):
Third Party Smelting Costs		(655	)		(3,919	)		(3,432	)		(655	)		--			--			(8,661	)
By-Product Credit		17,969			2,559			14,319			658			--			--			35,505
Deferred Stripping and other
adjustments		(302	)		--			38			(94	)		--			--			(358	)
Change in Inventory		(12,239	)		315			(3,971	)		(373	)		--			--			(16,268	)
Production Costs		$23,673			$12,994			$11,520			$4,141									$52,328

Exploration and Development Projects

Exploration Projects:

        The Company conducted exploration at all of its properties in the third quarter of 2005. The majority of this activity was focused at the Cerro Bayo, Martha and Galena operating properties and the Kensington development-stage property.

        Exploration at Cerro Bayo during the third quarter of 2005 consisted of reserve development/delineation drilling and drilling to discover new mineralization. Approximately 18,200 meters (59,700 feet) were drilled in the two programs in the quarter with approximately 60% of the total drilled footage being devoted to the discovery of new mineralization. Most notable of this effort was the discovery of the Marcella Sur vein which lies approximately 1,000 meters to the west of the current mining area and reserves. Over 3,400 meters (11,100 feet) were drilled on this new discovery which lies under approximately 70 meters (230 feet) of barren gravel and fine-grained unconsolidated sediments. Drilling to date has defined a strike length of mineralization approximately 650 meters (2,100 feet) long (north to south) and 70 meters (230 feet) of vertical height. Drilling will continue in the new Marcella Sur vein and other targets for the remainder of the year.

        At Martha, exploration was largely devoted to discovery of new mineralization. Over 7,500 meters (24,600 feet) were drilled in the quarter. Drilling will continue in the fourth quarter to discover new mineralization and define reserves at Martha.

        Exploration at the Galena mine, located in North Idaho, focused on discovery of new mineralization. A total of 19,700 feet of drilling was completed in the third quarter of 2005.

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        Exploration commenced in the third quarter of 2005 at Kensington. Nearly 10,700 feet of drilling was conducted from underground platforms accessed from the 850 and 2,050 portals to define/delineate new reserves. The program focused on zones 41, 35 and 20 in the main Kensington area. Drilling will continue at these and other targets through the remainder of the year. Drilling to date has confirmed the existence of high-grade gold mineralization.

        In the third quarter, the Company continued exploration on its properties in the Lake Victoria Goldfields District of northern Tanzania. Most of the work was focused on data compilation on the Geita 2 tenement, a concession of over 103 square kilometers (25,500 acres) in size that straddles the western extension of the Geita greenstone belt. Reconnaissance work was conducted on the Company’s Bunda 1 and 2, Biharamulo and Bukombe concessions as well.

Development Projects:

San Bartolome (Bolivia)

        During 2004, the Company completed an updated feasibility study, obtained all required permits and commenced construction of the San Bartolome mine. Based upon the results of the updated feasibility study, we estimate the capital cost of the project to be approximately $135 million, the annual production to be approximately 6-8 million ounces of silver over an initial mine life of approximately 14 years, and the cash costs per ounce of silver produced to be approximately $3.50.

        During the first nine months of 2005, the Company capitalized $8.0 million in connection with construction activities at San Bartolome.

        The San Bartolome project involves risks that are inherent in any mining venture, as well as particular risks associated with the location of the project. The estimate of mineral resources indicated by the geologic studies performed to date are preliminary in nature and may differ materially after further metallurgical testing is completed. Also, managing mining projects in the altiplano area of Bolivia, where Cerro Rico is located, presents logistical challenges.

        During the second quarter of 2005, the government of Bolivia experienced political unrest which resulted in the resignation of that country’s President and the appointment of a temporary President. The country has scheduled a new election for late 2005 or early 2006. As a result of this political uncertainty, the Company is continuing the development of the project but has lengthened the construction period pending the outcome of the scheduled election. As a result, the previously estimated construction period of 20 months and the original projected commencement of commercial production has been impacted. The Company believes that commercial production could occur in 2007. The Company will continue to monitor the events in Bolivia and will update the expected construction period and the estimated date of commercial production as future events unfold.

        We have obtained a political risk insurance policy from the Overseas Private Insurance Corporation (“OPIC”) and another private insurer. The policy is in the amount of $155 million and covers 85% of any loss arising from expropriation, political violence or currency inconvertibility. The policy is expected to cost approximately $3.4 million during the course of construction and $0.21 per ounce of silver produced when the project commences commercial production.

Kensington (Alaska)

        On July 7, 1995, Coeur, through its wholly-owned subsidiary, Coeur Alaska, Inc. (“Coeur Alaska”), acquired the 50% ownership interest of Echo Bay Exploration Inc. (“Echo Bay”) in the Kensington property from Echo Bay and Echo Bay Alaska, Inc. (collectively the “Sellers”), giving Coeur 100% ownership of the Kensington property. The Kensington project consists of approximately 6,000 acres, of which approximately 750 acres are patented claims. The property is located on the east side of Lynn Canal between Juneau and Haines, Alaska. Coeur Alaska is obligated to pay Echo Bay a scaled net smelter return royalty on 1.0 million ounces of future gold production after Coeur Alaska recoups the $32.5 million purchase price and its construction and development expenditures incurred after July 7, 1995 in connection with placing the property into commercial production. The royalty ranges from 1% at $400 gold prices to a maximum of 2 1/2% at gold prices above $475, with the royalty to be capped at 1.0 million ounces of production.

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        In the second quarter of 2005, the Company received its final construction permits and updated the construction and operating cost estimates set forth in the feasibility study. Based upon the results of the updated feasibility study, we estimate the direct capital costs of the project to be approximately $105 million, the full cost of construction including owner’s costs and contingency to be $124 million, the annual production to be 100,000 ounces of gold over an estimated initial mine life of fifteen years and the cash cost per ounce of gold produced to be approximately $251. Construction commenced during the third quarter of 2005 and is expected to take approximately 18 months. Commercial production could commence in early 2007.

        During the fourth quarter of 2004, the U.S. Forest Service issued its Record of Decision (“ROD”) for the FSEIS. An environmental group, SEACC, and a group of other community and private environmental groups, appealed the issuance of the ROD. On March 23, 2005, the US Forest Service upheld the decision to approve the FEIS. On June 28, 2005, the Company received the Environmental Protection Agency’s (“EPA”) National Pollution Discharge Elimination System (“NPDES”) Permit. In addition, the Company recently received the Army Corps of Engineers 404 Wetlands Permit, which authorizes the construction of a Lower Slate Lake tailings facility, millsite road improvements and a Slate Creek Cove dock facility. All permits have been reviewed for consistency by both the Alaska Coastal Management and Department of Governmental Coordination, which issued its final ACMP permit certification. On June 6, 2005, two environmental groups, Lynn Canal Conservation Inc. and the Sierra Club, Alaska Chapter filed an appeal of the State of Alaska 401 certification of the Corps of Engineers’ approval of the project. Both the State of Alaska and the Company responded in opposition of the appeal to the Commissioner of the Department of Environmental Conservation. The Commissioner denied a hearing which concluded the administrative appeal process. On September 12, 2005, SEACC, Sierra Club and Lynn Canal Conservation filed a lawsuit in Federal District Court in Alaska challenging the permits issued by the US Corps of Engineers and the US Forest Service and on November 8, 2005, the U.S. Corps of Engineers filed a Motion for Voluntary Remand with the court to review the permit issued to the Company under the Clean Water Act (CWA) Section 404 and requested that the court stay the legal proceeding filed by SEACC and the other environmental groups pending the outcome of review. While the Company does not know the potential outcome of this filing, or the potential impact it may have on the project, it believes the U.S. Corps of Engineers followed appropriate procedures and made a correct decision in issuing the permit.

        We believe the Kensington property package has excellent exploration potential. Not all Kensington ore zones have been fully delineated at depth or on strike and several peripheral zones and veins remain to be explored. The Company has commenced an exploration program to convert 300,000 to 400,000 ounces of gold currently reported as inferred mineral resources to indicated and measured resource and ultimately proven and probable mineral reserves, with potential to increase the life of mine gold production and to identify higher grade sections of the deposit that might be mined in the earlier years of the operation. The total inferred resource at Kensington (effective December 31, 2004) is 2.5 million tons grading 0.234 ounces per short ton. Mineral resources which are not mineral reserves do not have demonstrated economic viability. The program is expected to cost approximately $2.7 million. In addition, the Company possesses the right to develop the Jualin property, an exploratory property located adjacent to the Kensington Property. A budget of $0.6 million is allocated for 2005 exploration at Jualin. The Company’s rights to use and develop the Jualin property are subject to an Amended Lease Agreement dated August 5, 2005 between Hyak Mining Company Inc. as Lessor and Coeur Alaska Inc. as Lessee which expires in August 2020.

        During the nine months ended September 30, 2005, the Company capitalized $18.0 million in connection with construction activities. The Company plans approximately $49.5 million for currently planned project expenditures during 2005.

        No assurance can be given as to whether or when regulatory permits and approvals granted to the Company may be challenged, appealed or contested by third parties or issuing agencies or as to whether the Company will place the Kensington project into commercial production.

        Donald J. Birak, Coeur’s Senior Vice President of Exploration, is the qualified person, per Canadian National Instrument 43-101, responsible for the preparation of the scientific and technical information in this document. Mr. Birak has reviewed the available data and procedures and believes all of the information contained herein with respect to all of the projects is accurate and the reserves calculations related to such projects were conducted in a professional and competent manner.

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Critical Accounting Policies and Estimates

        Management considers the following policies to be most critical in understanding the judgments that are involved in preparing the Company’s consolidated financial statements and the uncertainties that could impact its results of operations, financial condition and cash flows. Our consolidated financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. We have identified the policies below as critical to our business operations and the understanding of our results of operations. Management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in conformity with U.S. GAAP. The preparation of these statements requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. We base these estimates on historical experience and on assumptions that we consider reasonable under the circumstances; however, reported results could differ from those based on the current estimates under different assumptions or conditions. The impact and any associated risks related to these policies on our business operations are discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations. The areas requiring the use of management’s estimates and assumptions relate to recoverable ounces from proven and probable reserves that are the basis of future cash flow estimates and units-of-production, depreciation and amortization calculations; estimates of recoverable gold and silver ounces in ore on leach pad; reclamation and remediation costs; and post-employment and other employee benefit liabilities. The preparation of this Quarterly Report on Form 10-Q requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

        Reserve Estimates. The most critical accounting principles upon which the Company’s financial status depends are those requiring estimates of recoverable ounces from proven and probable mineral reserves and/or assumptions of future commodity prices. There are a number of uncertainties inherent in estimating quantities of mineral reserves, including many factors beyond our control. Mineral reserve estimates are based upon engineering evaluations of samplings of drill holes and other openings in the deposits. These estimates involve assumptions regarding future silver and gold prices, the geology of our mines, metallurgical characteristics, the mining methods we use and the related costs we incur to develop and mine our reserves. Changes in these assumptions could result in material adjustments to our estimates. We use mineral reserve estimates in determining the units-of-production depreciation and amortization expense, as well as in evaluating mine asset impairments.

        We review and evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. We utilize the methodology set forth in Statement of Financial Accounting Standard (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Asset,” to evaluate the recoverability of capitalized mineral property costs. An impairment is considered to exist if total estimated future cash flows or probability-weighted cash flows on an undiscounted basis is less than the carrying amount of the assets, including property, plant and equipment, mineral property, development property, and any deferred costs such as deferred stripping. The accounting estimates related to impairment are critical accounting estimates because the future cash flows used to determine whether an impairment exists is dependent on reserve estimates and other assumptions including, silver and gold prices, production levels, and capital and reclamation costs, all of which are based on detailed engineering life-of-mine plans. An impairment loss exists when estimated undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Any impairment loss recognized represents the excess of the asset’s carrying value as compared to its estimated fair value. The Company reviews the carrying value of its assets whenever events or changes in circumstances indicate that the carrying amount of its assets may not be fully recoverable.

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        We depreciate our property, plant and equipment, mining properties and mine development using the units-of-production method over the estimated life of the ore body based on our proven and probable recoverable reserves or on a straight-line basis over the useful life, whichever is shorter. The accounting estimates related to depreciation and amortization are critical accounting estimates because the 1) determination of reserves involves uncertainties with respect to the ultimate geology of our reserves and the assumptions used in determining the economic feasibility of mining those reserves and 2) changes in estimated proven and probable reserves and useful asset lives can have a material impact on net income.

        Ore on leach pad. The Rochester Mine utilizes the heap leach process to extract silver and gold from ore. The heap leach process is a process of extracting silver and gold by placing ore on an impermeable pad and applying a diluted cyanide solution that dissolves a portion of the contained silver and gold, which are then recovered in metallurgical processes.

        The key stages in the conversion of ore into silver and gold are (i) the blasting process in which the ore is broken into large pieces; (ii) the processing of the ore through a crushing facility that breaks it into smaller pieces; (iii) the transportation of the crushed ore to the leach pad where the leaching solution is applied; (iv) the collection of the leach solution; (v) subjecting the leach solution to the precipitation process, in which gold and silver is converted back to a fine solid; (vi) the conversion of the precipitate into dorè; and (vii) the conversion by a third party refinery of the dorè into refined silver and gold bullion.

        We use several integrated steps to scientifically measure the metal content of ore placed on the leach pads during the key stages. As the ore body is drilled in preparation for the blasting process, samples of the drill residue are assayed to determine estimated quantities of contained metal. We estimate the quantity of ore by utilizing global positioning satellite survey techniques. We then process the ore through a crushing facility where the output is again weighed and sampled for assaying. A metallurgical reconciliation with the data collected from the mining operation is completed with appropriate adjustments made to previous estimates. We then transport the crushed ore to the leach pad for application of the leaching solution. As the leach solution is collected from the leach pads, we continuously sample for assaying. We measure the quantity of leach solution by flow meters throughout the leaching and precipitation process. After precipitation, the product is converted to dorè, which is the final product produced by the mine. We again sample and assay the dore. Finally, a third party smelter converts the dorè into refined silver and gold bullion. At this point are we able to determine final ounces of silver and gold available for sale. We then review this end result and reconcile it to the estimates we had used and developed throughout the production process. Based on this review, we adjust our estimation procedures when appropriate.

        Our reported inventories include metals estimated to be contained in the ore on the leach pads of $53.8 million as of September 30, 2005. Of this amount, $13.9 million is reported as a current asset and $39.9 million is reported as a noncurrent asset. The distinction between current and noncurrent is based upon the expected length of time necessary for the leaching process to remove the metals from the broken ore. The historical cost of the metal that is expected to be extracted within twelve months is classified as current and the historical cost of metals contained within the broken ore that will be extracted beyond twelve months is classified as noncurrent.

        The estimate of both the ultimate recovery expected over time, and the quantity of metal that may be extracted relative to such twelve month period, requires the use of estimates which are inherently inaccurate since they rely upon recovery curves based on laboratory testwork. Testwork consists of 60 day leach columns from which we project metal recoveries up to five years in the future. The quantities of metal contained in the ore are based upon actual weights and assay analysis. The rate at which the leach process extracts gold and silver from the crushed ore is based upon laboratory column tests and actual experience occurring over approximately fifteen years of leach pad operation at the Rochester Mine. The assumptions we use to measure metal content during each stage of the inventory conversion process includes estimated recovery rates based on laboratory testing and assaying. We periodically review our estimates compared to actual experience and revise our estimates when appropriate. The length of time necessary to achieve our currently estimated ultimate recoveries of 61.5% for silver and 93% for gold is estimated to be between 5 and 10 years. However, the ultimate recovery will not be known until leaching operations cease, which is currently estimated for 2011.

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        If our estimate of ultimate recovery requires adjustment, the impact upon our inventory valuation and upon our income statement would be as follows:

	Positive/Negative Change in Silver Recovery						Positive/Negative Change in Gold Recovery
	1%		2%		3%		1%		2%		3%
Quantity of recoverable
ounces		1.6 million		3.2 million		4.7 million		11,502		23,004		34,506
Positive impact on
future cost of
production per silver
equivalent ounce for
increases in recovery
rates		$0.70		$1.23		$1.65		$0.34		$0.64		$0.91
Negative impact on
future cost of
production per silver
equivalent ounce for
decreases in recovery
rates		$0.95		$2.32		$4.48		$0.39		$0.85		$1.39

        Inventories of ore on leach pads are valued based upon actual costs incurred to place such ore on the leach pad, less costs allocated to minerals recovered through the leach process. The costs consist of those production activities occurring at the mine site and include the costs, including depreciation, associated with mining, crushing and precipitation circuits. In addition, refining is provided by a third party refiner to place the metal extracted from the leach pad in a saleable form. These additional costs are considered in the valuation of inventory.

        Reclamation and remediation costs. Reclamation and remediation costs are based principally on legal and regulatory requirements. Management estimates costs associated with reclamation of mining properties as well as remediation cost for inactive properties. Future remediation costs for inactive mines are accrued based on management’s best estimate at the end of each period of the undiscounted costs expected to be incurred at the site. Such cost estimates include, where applicable, ongoing care and maintenance and monitoring costs. Changes in estimates are reflected in earnings in the period an estimate is revised. In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” SFAS No. 143 requires entities to record the fair value of asset retirement obligations using the present value of projected future cash flows, with an equivalent amount recorded as basis in the related long-lived asset. An accretion cost, representing the increase over time in the present value of the liability, is recorded each period and the capitalized cost is depreciated over the useful life of the related asset. As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability is reduced.

        The estimated undiscounted cash flows generated by our assets and the estimated liabilities for reclamation and remediation are determined using the Company’s assumptions about future costs, mineral prices, mineral processing recovery rates, production levels and capital and reclamation costs. Such assumptions are based on the Company’s current mining plan and the best available information for making such estimates. On an ongoing basis, management evaluates its estimates and assumptions; however, actual amounts could differ from those based on such estimates and assumptions.

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RESULTS OF OPERATIONS

        Three Months Ended September 30, 2005 Compared to Three Months Ended September 30, 2004

Revenues

        Sales of metal in the third quarter of 2005 were $42.0 million, an increase of $11.8 million, or 39%, compared with $30.2 million in the third quarter of 2004. The increase in sales of metal is attributable to an increase in the quantity of silver and gold sold and higher realized silver and gold prices. In the third quarter of 2005, the Company sold 3.6 million ounces of silver and 38,303 ounces of gold compared to 2.8 million ounces of silver and 26,406 ounces of gold for the same period in 2004. In the third quarter of 2005, realized silver and gold prices were $7.26 and $452 per ounce, respectively, in the third quarter of 2005 compared to $6.74 and $406 per ounce, respectively, in the comparable quarter of 2004.

        In the third quarter of 2005, the Company produced a total of 3.8 million ounces of silver and 38,966 ounces of gold, compared to 3.0 million ounces of silver and 32,394 ounces of gold in the third quarter of 2004. The increase in silver production is primarily due to increased production from the Rochester, Cerro Bayo and Martha mines, offset in part by decreased production from the Silver Valley Galena mine related to the loss of production from the 2400 Upper Silver Vein and the lower 72 Vein while these areas are under redevelopment, as well as ore grade dilution from development activities currently occurring on the 3400 and 4000 level 215 Vein systems. On May 23, 2005, the Company acquired all of the silver production and reserves contained at the Endeavor mine in Australia, which is owned and operated by CBH Resources Ltd. Coeur’s share of silver production for the third quarter of 2005 amounted to 220,613 ounces. In addition, on September 8, 2005, the Company acquired all of the silver production and reserves contained at the Broken Hill mine in Australia, which is owned and operated by Perilya Broken Hill Ltd. Coeur’s share of silver production from September 8, 2005 to September 30, 2005 amounted to 83,010 ounces.

        Interest and other income in the third quarter of 2005 increased by $1.0 million compared with the third quarter of 2004. The increase was primarily due to higher levels of cash and short-term investments on hand and higher interest rates.

Costs and Expenses

        Production costs in the third quarter of 2005 increased by $8.6 million, or 45%, from the third quarter of 2004 to $27.6 million. The increase in production costs at the Company’s mine operations are due to increased costs associated with diesel, utilities, and operating materials and supplies and to the operating cost contributions associated with the newly acquired interests in the Endeavor and Broken Hill mines.

        Depreciation and depletion was $4.8 million compared to $4.9 million in the prior year’s third quarter.

        Administrative and general expenses increased by $0.7 million in the third quarter of 2005 compared to the same period in 2004 due to higher legal and accounting fees of $0.7 million primarily related to internal control over financial reporting compliance activities for 2005.

        Exploration expenses decreased by $0.1 million in the third quarter of 2005 compared to the same period in 2004.

        Pre-development expenses decreased from $3.1 million in the third quarter of 2004 to $0 in the third quarter of 2005 as a result of the San Bartolome project being classified as a development-stage property commencing with the fourth quarter of 2004 and the Kensington project being classified as a development-stage property commencing with the third quarter of 2005.

        Interest expense of $0.7 million in the third quarter of 2005 is comparable to the third quarter of 2004.

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        In the third quarter of 2004, the Company incurred merger-related expenses of $14.9 million related to the termination of the tender offer to acquire all of the outstanding shares of Wheaton River Minerals which were written off in the third quarter of 2004.

Income Taxes

        For the three months ended September 30, 2005, the Company reported an income tax provision of approximately $0.3 million. The income tax benefit is comprised of a $0.8 million deferred tax provision, based upon actual earnings for the quarter then ended, reduced by a $0.4 million deferred tax benefit arising from a release of valuation allowance due to the increased proven and probable reserves and revised projected future taxable income at CDE Cerro Bayo Ltd., a $0.6 million benefit for the release of valuation allowance associated with the expected utilization of past net operating losses and other deductible temporary differences in Argentina and Australia and offset by $0.7 million in current taxes payable in Argentina and Australia. The Company reported a current $0.2 million domestic tax benefit from a net operating loss carryback and did not report and any domestic deferred tax provision, as management determined that it is more likely than not that the net deferred taxes would not be utilized.

Net Income (Loss)

        As a result of the aforementioned factors, the Company’s net income amounted to $3.5 million, or $0.01 per share, in the third quarter of 2005 compared to a net loss of $18.1 million, or $0.08 per share, in the third quarter of 2004.

        Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004

Revenues

        Sales of metal for the nine months ended September 30, 2005 increased by $29.2 million, or 34%, over the same period of 2004 to $115.5 million. The increase in sales of metal is attributable to an increase in the quantity of silver and gold ounces sold and higher realized silver and gold prices. In the nine months ended September 30, 2005, the Company sold 10.5 million ounces of silver and 107,516 ounces of gold compared to 9.4 million ounces of silver and 74,268 ounces of gold for the same period in 2004. Realized silver and gold prices were $7.12 and $436 per ounce, respectively, in the nine months ended September 30, 2005, compared to $6.67 and $399 in the comparable period of 2004.

        In the nine months ended September 30, 2005, the Company produced a total of 9.8 million ounces of silver and 98,689 ounces of gold, compared to 9.8 million ounces of silver and 82,544 ounces of gold in the nine months ended September 30, 2004. Lower silver production at the Silver Valley Galena mine was due to lower than expected ore grades from the lower 72 Vein area and the shorter than expected strike length of the 2400 Upper Silver Vein which has necessitated the redevelopment of these areas to reach higher ore grade horizons in the ore block. In addition, poor ground conditions have delayed the development and mining of the 117 Vein. This was offset by higher silver production from the Rochester, Cerro Bayo and Martha mines. In addition, on May 23, 2005, the Company acquired all of the silver production and reserves contained at the Endeavor mine in Australia, which is owned and operated by CBH Resources Ltd. Coeur’s share of silver production for the third quarter of 2005 from the Endeavor mine amounted to 220,613 ounces. On September 8, 2005, the Company acquired all of the silver production and reserves contained at the Broken Hill mine in Australia, which is owned and operated by Perilya Broken Hill Ltd.. Coeur’s share of silver production from September 8, 2005 to September 30, 2005 amounted to 83,010 ounces.

        Interest and other income in the nine months ended September 30, 2005 increased by $4.2 million compared with the same period of 2004. The increase was due to higher levels of cash and short-term investments on hand and higher interest rates.

36

Costs and Expenses

        Production costs in the nine months ended September 30, 2005 increased by $19.2 million, or 37%, from the nine months ended September 30, 2004 to $71.6 million. The increase is the result of higher diesel, utility and operating materials and supply costs at the Company’s mine operations and the Company’s operating cost contributions associated with the Company’s newly acquired interests in the Endeavor and Broken Hill mines.

Other Expenses

        Depreciation and amortization was $14.4 million in the nine months ended September 30, 2005, compared with $14.5 million in the first nine months of 2004.

        Administrative and general expenses increased by $3.4 million to $14.6 million in the nine months ended September 30, 2005, compared to the same period in 2004 due to higher outside audit services of $1.5 million primarily related to internal control over financial reporting compliance activities, higher compensation costs of $0.7 million and $1.2 million in increased other general administrative expenses.

        Exploration expenses were $9.4 million in the nine months ended September 30, 2005, compared to $7.0 million in the same period in 2004 due to increased exploration activities at the Cerro Bayo and Martha mines in South America.

        Pre-development expenses decreased by $2.7 million to $6.1 million in the first nine months of 2005, compared to $8.8 million in the same period of 2004 due to the classification of the San Bartolome and Kensington projects as development-stage properties in the fourth quarter of 2004 and the third quarter of 2005, respectively.

        Interest expense decreased by $0.4 million in the nine months ended September 30, 2005 compared with the nine months ended September 30, 2004 to $1.9 million from $2.3 million due to a reduction in the interest rate on the Company’s outstanding debt as a result of the completion in the first quarter of 2004 of the Company’s debt restructuring plan.

        During the first quarter of 2005, the Company recorded a litigation settlement of $1.6 million related to the Company’s settlement of the suit by Credit Suisse First Boston on April 6, 2005. See Note L – Litigation and Other Events.

        In the third quarter of 2004, the Company incurred merger-related expenses of $14.9 million related to the termination of the tender offer to acquire all of the outstanding shares of Wheaton River Minerals which were written off in the third quarter of 2004.

Income Taxes

        For the nine months ended September 30, 2005, the Company recorded an income tax provision of approximately $0.8 million. The tax provision is comprised of a $2.9 million deferred tax provision, based upon actual earnings for the nine months ended September 30, 2005, reduced by $1.7 million deferred tax benefit arising from a release of valuation allowance due to increased proven and probable reserves and revised projected future taxable income at the Cerro Bayo mine, and $1.2 million benefit for the release of valuation allowance due to inome taxes associated with the expected utilization of past net operating losses and other deductible temporary differences in Argentina and $1.0 million in current taxes payable in Argentina and Australia. As of September 30, 2005, the net foreign deferred tax asset is approximately $4.4 million ($1.3 million current and $3.1 million long term). The Company reported a current $0.2 million domestic tax benefit from a net operating loss carryback and did not report any domestic deferred tax provision, as management determined that it is more likely than not that the net deferred taxes would not be utilized.

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Net Loss

        As a result of the aforementioned factors, the Company’s net loss amounted to $0.0 million, or $0.00 per share, in the nine months ended September 30, 2005 compared to a net loss of $25.1 million, or $0.12 per share, in the same period of 2004.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital; Cash and Cash Equivalents

        The Company’s working capital at September 30, 2005, decreased by $57.6 million to approximately $292.0 million compared to $349.6 million at December 31, 2004. The decrease in working capital was primarily attributed to the decrease in cash and cash equivalents and short-term investments. The ratio of current assets to current liabilities was 12 to 1 at September 30, 2005, compared to 16.8 to 1 at December 31, 2004.

        Net cash provided by operating activities during the third quarter of 2005 was $3.9 million compared to cash used by operating activities of $7.0 million during the third quarter of 2004. The increase in cash flow from operations of $10.8 million is primarily due to increased profitability and an increase in accounts payable in the third quarter of 2005. Net cash used in investing activities during the third quarter of 2005 was $56.8 million compared to net cash provided by investing activities of $6.7 million in the prior year’s comparable quarter. The increase in cash used in investing activities primarily resulted from an increase in capital expenditures related to the construction activities at the Kensington and San Bartolome projects and the acquisition of the silver production from the Broken Hill mine. Net cash provided by financing activities increased by $34.3 million. The increase is due to the proceeds received from the issuance of common stock of $35.9 million. As a result of the above, cash and cash equivalents decreased by $17.2 million during the third quarter of 2005 compared to an increase of $1.2 million for the comparable quarter in 2004.

        Net cash used in operating activities for the nine months ended September 30, 2005 was $7.8 million compared to net cash used in operating activities of $14.1 million in the nine months ended September 30, 2004. The decrease in net cash flow used in operating activities is primarily due to higher sales of metal related to increased sales volumes and higher realized metal prices partially offset by increased receivables associated with the timing and payment of concentrate shipments. Net cash used in investing activities in the first nine months of 2005 was $84.3 million compared to net cash used in investing activities of $42.3 million in the prior year’s comparable period. The increase in cash used in investing activities primarily resulted from an increase in capital expenditures related to the construction activities at the Kensington and San Bartolome projects and the acquisition of the silver production from the Endeavor and Broken Hill mines. Net cash provided by financing activities was $35.0 million in the first nine months of 2005, compared to $160.0 million provided in the first nine months of 2004. The decrease was primarily a result of the receipt in 2004 of the $180 million of proceeds from the issuance of the 1 ¼% Convertible Senior Notes due 2024 compared to the receipt of $35.4 million proceeds from the issuance of common stock. As a result of the above, cash and cash equivalents decreased by $57.0 million in the first nine months of 2005 compared to an increase of $103.6 million for the comparable period in 2004.

Debt and Capital Resources

        At September 30, 2005, the Company had $257.5 million of cash, cash equivalents and short-term investments. Management believes that its existing and available cash and cash flow from operations will allow it to meet its obligations for the next twelve months.

Issuance of Common Stock

        On September 13, 2005, the Company completed its public offering of 9,863,014 shares of common stock. The Company used the net proceeds to fund its purchase from Perilya Broken Hill Ltd. of silver contained at the Broken Hill mine in Australia.

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2004 Final Redemption of Remaining 7 ¼% Debentures

        On March 11, 2004 the Company redeemed the remaining outstanding $9.6 million principal amount of the Company’s 7 1/4% Convertible Subordinated Debentures due October 15, 2005.

Issuance of 1 ¼% Convertible Senior Notes

        On January 13, 2004 the Company completed its offering of $180 million aggregate principal amount of 1.25% Convertible Senior Notes due 2024 (the “1.25% Notes”). The 1.25% Notes are convertible into shares of Coeur common stock at a conversion rate of approximately 131.5789 shares of Coeur common stock per $1,000 principal amount of Notes, representing a conversion price of $7.60 per share. Interest on the notes is payable in cash at the rate of 1.25% per annum beginning July 15, 2004. The Company intends to continue to use the proceeds of the offering for general corporate purposes, which include the construction of its San Bartolome silver project and the development of its Kensington gold project which is subject to the receipt of final permits and final construction decision. The 1.25% Notes are general unsecured obligations, senior in right of payment to Coeur’s other indebtedness.

Litigation and Other Events

Federal Natural Resources Action

          On March 22, 1996, an action was filed in the United States District Court for the District of Idaho by the United States against various defendants, including the Company, asserting claims under CERCLA and the Clean Water Act for alleged damages to federal natural resources in the Coeur d’Alene River Basin of Northern Idaho. The damages are claimed to result from alleged releases of hazardous substances from mining activities conducted in the area since the late 1800s.

        In May 2001, the Company and representatives of the U.S. Government, including the Environmental Protection Agency, the Department of Interior and the Department of Agriculture, reached an agreement to settle the lawsuit. The terms of settlement are set forth in a Consent Decree issued by the court. Pursuant to the terms of the Consent Decree, dated May 14, 2001, the Company has paid the U.S. Government a total of approximately $3.9 million, of which $3.3 million was paid in May 2001 and the remaining $.6 million was paid in June 2001. In addition, the Company will (i) pay the United States 50% of any future recoveries from insurance companies for claims for defense and indemnification under general liability insurance policies in excess of $0.6 million, (ii) accomplish certain cleanup work on the Mineral Point property and Caladay property, and (iii) make a conveyance to the U.S. or the State of Idaho of certain real property to possibly be used as a waste repository. Finally, commencing five years after effectiveness of the settlement, the Company will be obligated to pay net smelter return royalties on its operating properties, up to a maximum of $3 million, amounting to a 2% net smelter royalty on silver production if the price of silver exceeds $6.50 per ounce, and a $5.00 per ounce net smelter royalty on gold production if the price of gold exceeds $325 per ounce. The royalty payment obligation expires after 15 years commencing five years after May 14, 2001. The Company recorded $4.2 million of expenses, which included $3.9 million of settlement payments, in the fourth quarter of 2000 in connection with the settlement.

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States of Maine, Idaho And Colorado Superfund Sites Related to Callahan Mining Corporation

        During 2001, the United States Forest Service made a formal request for information regarding the Deadwood Mine Site located in central Idaho. Callahan Mining Corporation had operated at this site during the 1940’s. The Forest Service believes that some cleanup action is required at the location. However, Coeur d’Alene Mines Corporation did not acquire Callahan until 1991, more than 40 years after Callahan disposed of its interest in the Deadwood property. The Company did not make any decisions with respect to generation, transport or disposal of hazardous waste at the site. Therefore, it is believed that the Company is not liable for any cleanup, and if Callahan might be liable, it has no substantial assets with which to satisfy any such liability. To date no claim has been made by the United States for any dollar amount of cleanup costs against either the Company or Callahan.

        During 2002, the EPA made a formal request for information regarding a Callahan mine site in the State of Maine. Callahan operated there in the late 1960’s, shut the operations down in the early 1970’s and disposed of the property. The EPA contends that some cleanup action is warranted at the site, and listed it on the National Priorities List in late 2002. The Company believes that because it made no decisions with respect to generation, transport or disposal of hazardous waste at this location, it is not liable for any cleanup costs. If Callahan might have liability, it has no substantial assets with which to satisfy such liability. To date, no claim has been made for any dollar amount of cleanup costs against either the Company or Callahan.

        In January 2003, the U.S. Forest Service made a formal request for information regarding a Callahan mine site in the State of Colorado known as the Akron Mine Site. Callahan operated there in approximately the late 1930’s through the 1940’s, and to the Company’s knowledge, disposed of the property. The Company is not aware of what, if any, cleanup action the Forest Service is contemplating. However, the Company did not make decisions with respect to generation, transport or disposal of hazardous waste at this location, and therefore believes it is not liable for any cleanup costs. If Callahan might have liability, it has no substantial assets with which to satisfy such liability. To date, no claim has been made for any dollar amount of cleanup costs against either the Company or Callahan.

Suit By Credit Suisse First Boston

        On December 2, 2003, suit was filed by Credit Suisse First Boston against the Company in the United States District Court for the Southern District of New York (Docket No. 03 Civ 9547). The plaintiff alleged that the Company breached a contract between the parties providing for services to be furnished by the plaintiff to the defendant. Plaintiff alleged that it was entitled to damages in the amount of $2.4 million attributed to the breach. On April 6, 2005, the Company agreed to settle the suit for $1.6 million which was paid in the second quarter of 2005.

Argentina Regulatory Issues

        In September 2004 the Provincial government in Argentina made a formal demand upon the Company’s wholly owned subsidiary which operates the Martha Mine for royalty payment attributed to ore mined and shipped in excess of payments made before the demand. The government takes the position that insufficient royalty is being paid. The demand was in the approximate amount of $200,000. The Company paid the demand under protest and is contesting the amount through an administrative review procedure. The Provincial government may make further such demands attributed to additional ore shipped from the mine. The Company is not able to predict at this time what the position of the Provincial government will be nor the amount of dollar exposure associated with further demands, if such demands are made.

        Coeur learned on November 19, 2004 that its wholly owned subsidiary, Compania Minera Polimet S.A. (“Polimet”), the owner of the Martha mine, is being investigated by Argentine governmental agencies. Based on discussions between the Company’s counsel and governmental authorities, the Company currently believes that the investigation relates to operations carried out by the predecessor owner of Polimet. In particular, the Company understands that the investigation may focus on shipments of ore from the Martha mine made by the predecessor owner of Polimet in 2001 and early 2002, and whether such shipments complied with applicable export control laws. The Company acquired the stock of Polimet in April 2002.

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        At this point, neither the Company, Polimet nor any officer or director has been served with any complaint or subpoena, given any official written notice or formally charged with any offense. Consequently, the Company cannot state with certainty or specificity any allegations that may ultimately be brought against the Company, Polimet or their individual directors or officers, or what remedies may ultimately be sought or obtained against the Company. If the Company suffers any losses or damages related to operation of the Martha mine prior to the Company’s ownership, the Company will pursue indemnification against the previous owner of Polimet.

        The Company believes it has fully complied with Argentine law since it acquired the Martha mine. If the Company or Polimet is formally charged or notified of a pending action, the Company will cooperate fully with the Argentine government authorities to resolve the matter.

District Court of Alaska Wrongful Death Action

        On July 11, 2005, an action was filed in the United States District Court for the District of Alaska at Juneau by Chelsea Walker Fink on behalf of Joseph Kollander, a minor child, and Thomas J. Kollander, Jr., plaintiffs, against defendants Echo Bay Exploration, Inc., Coeur d’Alene Mines Corporation and Coeur Alaska, Inc. alleging wrongful death and negligence relating to a mine accident occurring in 1990 at the Kensington mine. Coeur Alaska was engaged in a joint venture agreement with Echo Bay Exploration at the time of the incident at issue when Echo Bay was the operator of the facility.  The insurer for the Company is defending the action under a reservation of rights.  The complaint does not specify damages sought by the plaintiff; however, management believes this will not result in a material adverse impact to the Company, and believes that the matter is covered by insurance.

Federal District Court of Alaska Permit Challenge

        On September 12, 2005 three environmental groups filed a lawsuit in Federal District Court in Alaska against the U.S. Corps of Engineers and the U.S. Forest Service seeking to invalidate permits issued to Coeur Alaska, Inc. for the Company’s Kensington mine. The Plaintiffs claim the Clean Water Act (CWA) Section 404 permit issued by the Corps of Engineers authorizing the deposition of mine tailings into Lower Slate Lake conflicts with the CWA and is thus illegal. They additionally claim the U.S. Forest Service’s approval of the Amended Plan of Operations is arbitrary and capricious because it relies on the 404 permit issued by the Corps.

        On September 29, 2005, Coeur Alaska, Inc. filed its Answer to Complaint and Motion to Intervene as a Defendant-Intervenor in the action. That motion is pending with the court. Once the Company has been granted Defendant-Intervenor status, it will join the agencies in their defense of the permits as issued. On October 12, 2005, the State of Alaska and Goldbelt, Inc, a local native corporation, additionally joined in filing their respective Motions to Intervene as Defendant-Intervenors as supporters of the Kensington project as permitted. On November 8, 2005, the U.S. Corps of Engineers filed a Motion for Voluntary Remand with the court to review the permit issued to the Company under the Clean Water Act (CWA) Section 404 and requested that the court stay the legal proceeding filed by SEACC and the other environmental groups pending the outcome of review. While the Company does not know the potential outcome of this filing, or the potential impact it may have on the project, it believes the U.S. Corps of Engineers followed appropriate procedures and made a correct decision in issuing the permit.

RISK FACTORS

The following information sets forth information relating to important risks and uncertainties that could materially adversely affect the Company’s business, financial condition or operating results. References to “we,” “our” and “us” in these risk factors refer to the Company. Additional risks and uncertainties that we do not presently know or that we currently deem immaterial may also impair our business operations.

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Risks Relating to our Business

We have incurred losses in the last five full fiscal years due to several factors, including historically low gold and silver market prices, and may continue to incur losses in the future.

        We have incurred net losses in the last five years, and have had losses from continuing operations in each of those periods. Factors that significantly contributed to our losses are:

• until recently, historically low gold and silver market prices;

• our deliberate pursuit of a growth policy prior to 2003 calling for the acquisition of mining properties and companies and financing such growth principally by incurring convertible indebtedness which had a high coupon rate, thereby increasing our interest expense to $17.0 million in 2000, $14.6 million in 2001, $21.9 million in 2002, $12.9 million in 2003 and $2.8 million in 2004;

• write-offs for impaired assets and other holding costs in 2000 ($12.2 million), 2001 ($6.1 million), and 2002 ($19.0 million); and

• losses on the early retirement of debt of $19.1 million in 2002, and $41.6 million in 2003.

        If silver and gold prices decline and we are unable to reduce our production costs, our losses may continue. If lower silver and gold prices make mining at our properties uneconomical, we may be required to recognize additional impairment write-downs, which would increase our operating losses and negatively impact our results of operations.

We may be required to incur additional indebtedness to fund our capital expenditures.

        We have historically financed our operations through the issuance of common stock and convertible debt, and may be required to incur additional indebtedness in the future. We have commenced construction at the San Bartolome and Kensington projects in 2005. Construction of both projects would require a total capital investment of approximately $259.0 million. While we believe that our cash, cash equivalents and short-term investments combined with cash flow generated from operations will be sufficient for us to make this level of capital investment, no assurance can be given that additional capital investments will not be required to be made at these or other projects. If we are unable to generate enough cash to finance such additional capital expenditures through operating cash flow and the issuance of common stock, we may be required to issue additional indebtedness. Any additional indebtedness would increase our debt payment obligations, and may negatively impact our results of operations.

We have not had sufficient earnings to cover fixed charges in recent years and presently expect that situation to continue.

        As a result of our net losses, our earnings have not been adequate to satisfy fixed charges (i.e., interest and that portion of rent deemed representative of interest) in each of the last five fiscal years. The amounts by which earnings were inadequate to cover fixed charges were approximately, $47.5 million in 2000, $3.1 million in 2001, $80.8 million in 2002, $63.9 million in 2003 and $22.7 million in 2004. Earnings were adequate to satisfy fixed charges for the nine months ended September 30, 2005 totaling $0.7 million. As of September 30, 2005, we are required to make fixed payments on $180 million principal amount of our 1¼% Senior Convertible Notes due 2024, requiring annual interest payments of approximately $2.25 million until their maturity.

        We expect to satisfy our fixed charges and other expense obligations in the future from cash flow from operations and, if cash flow from operations is insufficient, from working capital, which amounted to approximately $292.0 million at September 30, 2005. In the last five full fiscal years, we have been experiencing negative cash flow from operating activities. The amount of net cash used in our operating activities amounted to approximately $23.8 million for the year ended December 31, 2000, $29.9 million in 2001, $8.5 million in 2002, $5.1 million in 2003, $18.6 in 2004 and $7.8 million in the first nine months of 2005. The availability of future cash flow from operations or working capital to fund the payment of interest on the notes and other fixed charges will be dependent upon numerous factors, including our results of operations, silver and gold prices, levels and costs of production at our mining properties and the amount of our capital expenditures and expenditures for acquisitions, developmental and exploratory activities.

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The market prices of silver and gold are volatile. If we experience low silver and gold prices it may result in decreased revenues and increased losses, and may negatively affect our business.

        Silver and gold are commodities. Their prices fluctuate, and are affected by many factors beyond our control, including interest rates, expectations regarding inflation, speculation, currency values, governmental decisions regarding the disposal of precious metals stockpiles, global and regional demand and production, political and economic conditions and other factors. Because we currently derive approximately 65% of our revenues from sales of silver, our earnings are substantially related to the price of this metal.

        The market price of silver (Handy & Harman) and gold (London Final) on November 1, 2005 was $7.47 and $459.50 per ounce, respectively. The price of silver and gold may decline in the future. Factors that are generally understood to contribute to a decline in the price of silver include sales by private and government holders, and a general global economic slowdown.

        If the prices of silver and gold are depressed for a sustained period, our net losses will continue, we may be forced to suspend mining at one or more of our properties until the price increases, and record additional asset impairment write-downs. Any lost revenues, continued or increased net losses or additional asset impairment write-downs would affect our results of operations.

We have recorded significant write-downs of mining properties in recent years and may have to record additional write-downs, which could negatively impact our results of operations.

        Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144) established accounting standards for impairment of the value of long-lived assets such as mining properties. SFAS 144 requires a company to review the recoverability of the cost of its assets by estimating the future undiscounted cash flows expected to result from the use and eventual disposition of the asset. Impairment must be recognized when the carrying value of the asset exceeds these cash flows, and recognizing impairment write-downs has negatively impacted our results of operations in recent years.

        If silver or gold prices decline or we fail to control production costs or realize the mineable mineral reserves at our mining properties, we may recognize further asset write-downs. We also may record other types of additional mining property write-downs in the future to the extent a property is sold by us for a price less than the carrying value of the property, or if liability reserves have to be created in connection with the closure and reclamation of a property. Additional write-downs of mining properties could negatively impact our results of operations.

The estimation of mineral reserves is imprecise and depends upon subjective factors. Estimated mineral reserves may not be realized in actual production. Our operating results may be negatively affected by inaccurate estimates.

        The ore reserve figures presented in our public filings are estimates made by our technical personnel. Reserve estimates are a function of geological and engineering analyses that require us to make assumptions about production costs and silver and gold market prices. Reserve estimation is an imprecise and subjective process and the accuracy of such estimates is a function of the quality of available data and of engineering and geological interpretation, judgment and experience. Assumptions about silver and gold market prices are subject to great uncertainty as those prices have fluctuated widely in the past. Declines in the market prices of silver or gold may render reserves containing relatively lower grades uneconomic to exploit, and we may be required to reduce reserve estimates, discontinue development or mining at one or more of our properties, or write down assets as impaired. Should we encounter mineralization or geologic formations at any of our mines or projects different from those we predicted, we may adjust our reserve estimates and alter our mining plans. Either of these alternatives may adversely affect our actual production and operating results.

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        We based our reserve determinations as of December 31, 2004 on a long-term silver price average of $6.00 per ounce and a long-term gold price average of $390 per ounce except for the Kensington reserves which are estimated using a gold price of $375. On November 1, 2005 silver and gold prices were $7.47 per ounce and $459.50 per ounce, respectively.

The estimation of the ultimate recovery of metals contained within the heap leach pad inventory is inherently inaccurate and subjective and requires the use of estimation techniques. Actual recoveries can be expected to vary from estimations.

        The Rochester mine utilizes the heap leach process to extract silver and gold from ore. The heap leach process is a process of extracting silver and gold by placing ore on an impermeable pad and applying a diluted cyanide solution that dissolves a portion of the contained silver and gold, which are then recovered in metallurgical processes.

        The key stages in the conversion of ore into silver and gold are (i) the blasting process in which the ore is broken into large pieces; (ii) the processing of the ore through a crushing facility that breaks it into smaller pieces; (iii) the transportation of the crushed ore to the leach pad where the leaching solution is applied; (iv) the collection of the leach solution; (v) subjecting the leach solution to the precipitation process, in which gold and silver is converted back to a fine solid; (vi) the conversion of the precipitate into doré; and (vii) the conversion by a third party refinery of the doré into refined silver and gold bullion.

        We use several integrated steps to scientifically measure the metal content of ore placed on the leach pads during the key stages of the conversion process. As the ore body is drilled in preparation for the blasting process, samples of the drill residue are assayed to determine estimated quantities of contained metal. We estimate the quantity of ore by utilizing global positioning satellite survey techniques. We then process the ore through a crushing facility where the output is again weighed and sampled for assaying. A metallurgical reconciliation with the data collected from the mining operation is completed with appropriate adjustments made to previous estimates. We then transport the crushed ore to the leach pad for application of the leaching solution. As the leach solution is collected from the leach pads, we continuously sample for assaying. We measure the quantity of leach solution with flow meters throughout the leaching and precipitation process. After precipitation, the product is converted to doré, which is the final product produced by the mine. We again weigh, sample and assay the doré. Finally, a third party smelter converts the doré so we are able to determine final ounces of silver and gold available for sale. We then review this end result and reconcile it to the estimates we developed and used throughout the production process. Based on this review, we adjust our estimation procedures when appropriate.

        Our reported inventories include metals estimated to be contained in the ore on the leach pads of $53.8 million as of September 30, 2005. Of this amount, $13.9 million is reported as a current asset and $39.9 million is reported as a noncurrent asset. The distinction between current and noncurrent is based upon the expected length of time necessary for the leaching process to remove the metals from the crushed ore. The historical cost of the metal that is expected to be extracted within twelve months is classified as current and the historical cost of metals contained within the crushed ore that will be extracted beyond twelve months is classified as noncurrent.

        The estimate of both the ultimate recovery expected over time, and the quantity of metal that may be extracted relative to such twelve month period, requires the use of estimates which are inherently inaccurate since they rely upon laboratory test work. Test work consists of 60 day leach columns from which we project metal recoveries into the future. The quantities of metal contained in the ore are based upon actual weights and assay analysis. The rate at which the leach process extracts gold and silver from the crushed ore is based upon laboratory column tests and actual experience occurring over approximately eighteen years of leach pad operation at the Rochester mine. The assumptions we use to measure metal content during each stage of the inventory conversion process includes estimated recovery rates based on laboratory testing and assaying. We periodically review our estimates compared to actual experience and revise our estimates when appropriate. The length of time necessary to achieve our currently estimated ultimate recoveries of between 59% and 61.5%, depending on the area being leached, for silver and 93% for gold is estimated to be between 5 and 10 years. However, the ultimate recovery will not be known until leaching operations cease, which is currently estimated for 2011.

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        When we began leach operations in 1986, based solely on laboratory testing, we estimated the ultimate recovery of silver and gold at 50% and 80%, respectively. Since 1986, we have adjusted the expected ultimate recovery three times (once in each of 1989, 1997 and 2003) based upon actual experience gained from leach operations. In 2003, we revised our estimated recoveries for silver and gold of between 59% and 61.5%, depending on the area being leached, and 93%, respectively, which increased the estimated recoverable ounces of silver and gold contained in the heap by 1.8 million ounces and 41,000 ounces, respectively.

        If our estimate of ultimate recovery requires adjustment, the impact upon our inventory valuation and upon our income statement would be as follows:

	Positive/Negative Change in Silver Recovery						Positive/Negative Change in Gold Recovery
	1%		2%		3%		1%		2%		3%
Quantity of recoverable
ounces		1.6 million		3.2 million		4.7 million		11,502		23,004		34,506
Positive impact on
future cost of
production per silver
equivalent ounce for
increases in recovery
rates		$0.70		$1.23		$1.65		$0.34		$0.64		$0.91
Negative impact on
future cost of
production per silver
equivalent ounce for
decreases in recovery
rates		$0.95		$2.32		$4.48		$0.39		$0.85		$1.39

        Inventories of ore on leach pads are valued based upon actual costs incurred to place such ore on the leach pad, less costs allocated to minerals recovered through the leach process. The costs consist of those production activities occurring at the mine site and include the costs, including depreciation, associated with mining, crushing and precipitation circuits. In addition, refining is provided by a third party refiner to place the metal extracted from the leach pad in a saleable form. These additional costs are considered in the valuation of inventory. Negative changes in our inventory valuations and correspondingly on our income statement would have an adverse impact on our results of operations.

Our estimates of current and non-current inventories may not be realized in actual production and operating results, which may negatively affect our business.

        We use estimates, based on prior production results and experiences, to determine whether heap leach inventory will be recovered more than one year in the future, and is non-current inventory, or will be recovered within one year, and is current inventory. The estimates involve assumptions that may not prove to be consistent with our actual production and operating results. We cannot determine the amount ultimately recoverable until leaching is completed. If our estimates prove inaccurate, our operating results may be less than anticipated.

Significant investment risks and operational costs are associated with our exploration, development and mining activities, such as San Bartolome and Kensington. These risks and costs may result in lower economic returns and may adversely affect our business.

        Our ability to sustain or increase our present production levels depends in part on successful exploration and development of new ore bodies and/or expansion of existing mining operations. Mineral exploration, particularly for silver and gold, involves many risks and is frequently unproductive. If mineralization is discovered, it may take a number of years until production is possible, during which time the economic viability of the project may change. Substantial expenditures are required to establish reserves, extract metals from ores and, in the case of new properties, to construct mining and processing facilities. The economic feasibility of any development project is based upon, among other things, estimates of the size and grade of reserves, proximity to infrastructures and other resources (such as water and power), metallurgical recoveries, production rates and capital and operating costs of such development projects, and metals prices. Development projects are also subject to the completion of favorable feasibility studies, issuance of necessary permits and receipt of adequate financing.

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        Development projects, such as San Bartolome and Kensington, have no operating history upon which to base estimates of future operating costs and capital requirements. Particularly for development projects items such as estimates of reserves, metal recoveries and cash operating costs are to a large extent based upon the interpretation of geologic data obtained from a limited number of drill holes and other sampling techniques and feasibility studies. Estimates of cash operating costs are then derived based upon anticipated tonnage and grades of ore to be mined and processed, the configuration of the orebody, expected recovery rates of metals from the ore, comparable facility and equipment costs, anticipated climate conditions and other factors. As a result, actual cash operating costs and economic returns of any and all development projects may materially differ from the costs and returns estimated, and accordingly, our business results of operations may be negatively affected.

The Company’s marketing of metals concentrates could be adversely affected if there were to be a significant delay or disruption of purchases by its third party smelter customers.

        The Company currently markets its silver and gold concentrates to third party smelters in Japan, Canada and Mexico. During 2005, the Company concluded contracts which allow for 100% of the concentrate from Cerro Bayo previously being sold to a smelter in Japan to be sold to a Mexican smelter. The loss of any one smelter customer could have a material adverse effect on us in the event of the possible unavailability of alternative smelters. No assurance can be given that alternative smelters would be timely available if the need for them were to arise, or that delays or disruptions in sales could not be experienced that would result in a materially adverse effect on our operations.

Our silver and gold production may decline, reducing our revenues and negatively impacting our business.

        Our future silver and gold production may decline as a result of an exhaustion of reserves and possible closure of mines. It is our business strategy to conduct silver and gold exploratory activities at our existing mining and exploratory properties as well as at new exploratory projects, and to acquire silver and gold mining properties and businesses that possess mineable reserves and are expected to become operational in the near future. We can provide no assurance that our silver and gold production in the future will not decline. Accordingly, our revenues from the sale of silver and gold may decline, negatively affecting our results of operations.

There are significant hazards associated with our mining activities, not all of which are fully covered by insurance. To the extent we must pay the costs associated with such risks, our business may be negatively affected.

        The mining business is subject to risks and hazards, including environmental hazards, industrial accidents, the encountering of unusual or unexpected geological formations, cave-ins, flooding, earthquakes and periodic interruptions due to inclement or hazardous weather conditions. These occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, reduced production and delays in mining, asset write-downs, monetary losses and possible legal liability. Although we maintain insurance in an amount that we consider to be adequate, liabilities might exceed policy limits, in which event we could incur significant costs that could adversely affect our results of operation. Insurance fully covering many environmental risks (including potential liability for pollution or other hazards as a result of disposal of waste products occurring from exploration and production) is not generally available to us or to other companies in the industry. The realization of any significant liabilities in connection with our mining activities as described above could negatively affect our results of operations.

We are subject to significant governmental regulations, and their related costs and delays may negatively affect our business.

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        Our mining activities are subject to extensive federal, state, local and foreign laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation, taxes, labor standards and occupational health and safety laws and regulations including mine safety, toxic substances and other matters related to our business. Although these laws and regulations have never required us to close any mine, the costs associated with compliance with such laws and regulations are substantial. Possible future laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities could cause additional expense, capital expenditures, restrictions on or suspensions of our operations and delays in the development of our properties. Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of our past and current operations, which could lead to the imposition of substantial fines, penalties and other civil and criminal sanctions. Substantial costs and liabilities, including for restoring the environment after the closure of mines, are inherent in our operations. Although we believe we are in substantial compliance with applicable laws and regulations, we cannot assure you that any such law, regulation, enforcement or private claim will not have a negative effect on our business, financial condition or results of operations.

        Some of our mining wastes are currently exempt to a limited extent from the extensive set of federal Environmental Protection Agency (EPA) regulations governing hazardous waste under the Resource Conservation and Recovery Act (RCRA). If the EPA designates these wastes as hazardous under RCRA, we would be required to expend additional amounts on the handling of such wastes and to make significant expenditures to construct hazardous waste disposal facilities. In addition, if any of these wastes causes contamination in or damage to the environment at a mining facility, such facility may be designated as a “Superfund” site under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). Under CERCLA, any owner or operator of a Superfund site since the time of its contamination may be held liable and may be forced to undertake extensive remedial cleanup action or to pay for the government’s cleanup efforts. Additional regulations or requirements are also imposed upon our tailings and waste disposal areas in Idaho and Alaska under the federal Clean Water Act (CWA) and in Nevada under the Nevada Water Pollution Control Law which implements the CWA. Airborne emissions are subject to controls under air pollution statutes implementing the Clean Air Act in Nevada, Idaho and Alaska. Compliance with CERCLA, the CWA and state environmental laws could entail significant costs, which could have a material adverse effect on our operations.

        In the context of environmental permits, including the approval of reclamation plans, we must comply with standards and regulations which entail significant costs and can entail significant delays. Such costs and delays could have a dramatic impact on our operations.

We are required to obtain government permits to expand operations or begin new operations. The costs and delays associated with such approvals could affect our operations, reduce our revenues, and negatively affect our business as a whole.

        Mining companies are required to seek governmental permits for expansion of existing operations or for the commencement of new operations such as the Kensington development project. Obtaining the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and often involving public hearings and costly undertakings. The duration and success of permitting efforts are contingent on many factors that are out of our control. The governmental approval process may increase costs and cause delays depending on the nature of the activity to be permitted, and could cause us to not proceed with the development of a mine. Accordingly, this approval process could harm our results of operations.

47

We are an international company and are exposed to risks in the countries in which we have significant operations or interests. Foreign instability or variances in foreign currencies may cause unforeseen losses, which may affect our business.

        Chile, Argentina, Bolivia and Australia are the most significant foreign countries in which we directly or indirectly own or operate mining properties or developmental projects. We also conduct exploratory projects in these countries. Argentina, while currently economically and politically stable, has experienced political instability, currency value fluctuations and changes in banking regulations in recent years. Although the governments and economies of Chile and Argentina have been relatively stable in recent years, property ownership in a foreign country is generally subject to the risk of expropriation or nationalization with inadequate compensation. During the second quarter of 2005, the government of Bolivia experienced political unrest which resulted in the resignation of that country’s President and the appointment of a temporary President. The country has scheduled a new election for December 2005. As a result of this political uncertainty, the Company is continuing the development of the project but has lengthened the construction period pending the outcome of the scheduled election. As a result, it is possible that the previously estimated construction period of 20 months will be impacted. The Company will continue to monitor the events in Bolivia and will update the expected construction period and the estimated date of commercial production as future events unfold. Any foreign operations or investment may also be adversely affected by exchange controls, currency fluctuations, taxation and laws or policies of particular countries as well as laws and policies of the United States affecting foreign trade investment and taxation. We may enter into agreements which require us to purchase currencies of foreign countries in which we do business in order to ensure fixed exchange rates. In the event that actual exchange rates vary from those set forth in the hedge contracts, we will experience U.S. dollar-denominated currency gains or losses. Future economic or political instabilities or changes in the laws of foreign countries in which we have significant operations or interests and unfavorable fluctuations in foreign currency exchange rates could negatively impact our foreign operations and our business as whole.

Any of our future acquisitions may result in significant risks, which may adversely affect our business.

        An important element of our business strategy is the opportunistic acquisition of silver and gold mines, properties and businesses. While it is our practice to engage independent mining consultants to assist in evaluating and making acquisitions, any mining properties we may acquire may not be developed profitably or, if profitable when acquired, that profitability might not be sustained. In connection with any future acquisitions, we may incur indebtedness or issue equity securities, resulting in dilution of the percentage ownership of existing shareholders. We intend to seek shareholder approval for any such acquisitions to the extent required by applicable law, regulations or stock exchange rules. We cannot predict the impact of future acquisitions on the price of our business or our common stock. Unprofitable acquisitions, or additional indebtedness or issuances of securities in connection with such acquisitions, may impact the price of our common stock and negatively affect our results of operations.

Our ability to find and acquire new mineral properties is uncertain. Accordingly, our prospects are uncertain for the future growth of our business.

        Because mines have limited lives based on proven and probable reserves, we are continually seeking to replace and expand our reserves. Identifying promising mining properties is difficult and speculative. Furthermore, we encounter strong competition from other mining companies in connection with the acquisition of properties producing or capable of producing silver and gold. Many of these companies have greater financial resources than we do. Consequently, we may be unable to replace and expand current reserves through the acquisition of new mining properties on terms we consider acceptable. As a result, our revenues from the sale of silver and gold may decline, resulting in lower income and reduced growth.

Third parties may dispute our unpatented mining claims, which could result in losses affecting our business.

48

        The validity of unpatented mining claims, which constitute a significant portion of our property holdings in the United States, is often uncertain and may be contested. Although we have attempted to acquire satisfactory title to undeveloped properties, we, in accordance with mining industry practice, do not generally obtain title opinions until a decision is made to develop a property. As a result, some titles, particularly titles to undeveloped properties, may be defective. Defective title to any of our mining claims could result in litigation, insurance claims, and potential losses affecting our business as a whole.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

        The Company is exposed to various market risks as a part of its operations. As an effort to mitigate losses associated with these risks, the Company may, at times, enter into derivative financial instruments. These may take the form of forward sales contracts, foreign currency exchange contracts and interest rate swaps. The Company does not actively engage in the practice of trading derivative securities for profit. This discussion of the Company’s market risk assessments contains “forward looking statements” that contain risks and uncertainties. Actual results and actions could differ materially from those discussed below.

        The Company’s operating results are substantially dependent upon the world market prices of silver and gold. The Company has no control over silver and gold prices, which can fluctuate widely and are affected by numerous factors, such as supply and demand and investor sentiment. In order to mitigate some of the risk associated with these fluctuations, the Company will at times, enter into forward sale contracts. The Company continually evaluates the potential benefits of engaging in these strategies based on the then current market conditions. The Company may be exposed to nonperformance by counterparties as a result of its hedging activities. This exposure would be limited to the amount that the spot price of the metal falls short of the contract price.

        The Company operates in several foreign countries, specifically Bolivia, Argentina, Australia and Chile, which exposes it to risks associated with fluctuations in the exchange rates of the currencies involved. As part of its program to manage foreign currency risk, the Company will enter into foreign currency forward exchange contracts. These contracts enable the Company to purchase a fixed amount of foreign currencies in the future for United States dollars at a pre-determined exchange rate. Gains and losses on foreign exchange contracts that are related to firm commitments are designated and effective as hedges and are deferred and recognized in the same period as the related transaction. All other contracts that do not qualify as hedges are marked-to-market and the resulting gains or losses are recorded in income. The Company continually evaluates the potential benefits of entering into these contracts to mitigate foreign currency risk and proceeds when it believes that the exchange rates are most beneficial.

        All of the Company’s long-term debt at September 30, 2005 is fixed-rate based. The Company’s exposure to interest rate risk, therefore, is limited to the amount it could pay at current market rates. The Company currently does not have any derivative financial instruments to offset the fluctuations in the market interest rate. It may choose to use instruments, such as interest rate swaps, in the future to manage the risk associated with interest rate changes.

(dollars in thousands)	2005			2006			2007			2008			2009			Thereafter			Total			Fair Value 9/30/05
Liabilities
Long Term Debt (A)
Fixed Rate	$	--		$	--		$	--		$	--		$	--		$	180,000		$	180,000		$	148,104
Average Interest Rate		1.25	%		1.25	%		1.25	%		1.25	%		1.25	%		1.25	%		1.25	%
(A) Debt due 2024
Foreign Currency
Contracts
Chilean Peso - USD	$	600			--			--			--			--			--		$	600		$	34
Exchange Rate		574			--			--			--			--			--
(CLP to USD)

49

        As of September 30, 2005, the Company had outstanding provisionally priced sales of $39.8 million consisting of 3.5 million ounces of silver, 31,303 ounces of gold and 636,602 pounds of copper which had a fair value of approximately $40.6 million.

        Fair value is determined by trading information on or near the balance sheet date. Long-term debt represents the face amount of the outstanding convertible debentures and the timing of when they become due. Interest rates presented in the table are calculated using the weighted average of the outstanding face amount of each debenture for the period remaining in each period presented. All long term debt is denominated in US dollars.

Item 4. Controls and Procedures

(a) Disclosure Controls and Procedures

        The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by it in its periodic reports filed with the Securities and Exchange Commission is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. In that connection, the Company had identified at December 31, 2004 material weaknesses in its internal control over financial reporting relating to its accounting for income taxes, Chilean operations and certain foreign, non-routine transactions. During the first quarter of 2005, the Company implemented remediation measures designed to correct these weaknesses which involved the retention of an outside accountant experienced in international income tax issues and financial reporting to review the Company’s quarterly tax provision and increased the level of monitoring associated with all decentralized operations, including an increase in the level of internal auditing related to all financial operations.  Additional internal processes monitoring decentralized operations were implemented during the second quarter, the Company has continued and plans to continue to retain its consulting certified public accountant skilled in the area of taxation and related financial reporting and, during the third quarter, an additional foreign tax advisor was engaged to assist in connection with foreign tax accounting. As a result of the implementation of those measures, and based on an evaluation of the Company’s disclosure controls and procedures conducted by the Company’s Chief Executive Officer and Chief Financial Officer, such officers concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2005.

(b) Changes in Internal Control Over Financial Reporting

        Based on an evaluation by the Company’s Chief Executive Officer and Chief Financial Officer, such officers concluded that there was no change in the Company’s internal control over financial reporting, other than the remediation measures discussed above, during the quarter ending September 30, 2005, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. Other Information

Item 6. Exhibits

a) Exhibits.

10.1 Silver Sale Agreement, dated September 8, 2005, between the Registrant, Perilya Broken Hill Ltd and CDE Australia Pty. Ltd. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)

10.2 Employment agreement and change in control agreement, effective October 15, 2005, between the Registrant and James K. Duff.

31.1 Certification of the CEO

31.2 Certification of the CFO

32.1 Certification of the CEO (18 U.S.C. Section 1350)

32.2 Certification of the CFO (18 U.S.C. Section 1350)

50

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	COEUR D'ALENE MINES CORPORATION
	(Registrant)
Dated November 9, 2005	/s/ Dennis E. Wheeler
	DENNIS E. WHEELER
	Chairman, President and
	Chief Executive Officer
Dated November 9, 2005	/s/ James A. Sabala
	JAMES A. SABALA
	Executive Vice President and
	Chief Financial Officer

51

EX-10.1

Silver Sale Agreement

Dated 8 September 2005

Perilya Broken Hill Ltd ABN 46 099 761 289 (“PBH”)
CDE Australia Pty Ltd ABN 40 113 667 682 (“CDEA”)
Coeur d’Alene Mines Corporation (“Coeur”)

Mallesons Stephen Jaques
Level 10
Central Park
152 St George’s Terrace
Perth WA 6000
Australia
T +61 8 9269 7000
F +61 8 9269 7999
DX 91049 Perth
www.mallesons.com
Ref:CER:JN:09-5128-7870

Silver Sale Agreement
Contents

Details		1
General terms		3
1	Interpretation	3
1.1	Definitions	3
1.2	References to certain general terms	10
1.3	Delivery	12
1.4	Next Business Day	12
1.5	Headings	12
2	Conditions Precedent	12
2.1	Conditions Precedent	12
2.2	Best endeavours	13
2.3	Satisfaction of Conditions Precedent	13
2.4	Termination for non satisfaction of Conditions Precedent	13
3	Sale and Purchase	13
3.1	Consideration	13
3.2	Undertaking by Coeur with respect to Purchase Price	13
3.3	Sale of Silver Product	13
3.4	Interest sold	14
3.5	Passing of title	14
3.6	Title to pass when capable of being passed	15
3.7	Economic benefits to pass	15
3.8	Risk	15
4	Designated Ore	15
5	Settlement	15
5.1	CDEA’s obligations at Settlement	15
5.2	PBH's obligations at Settlement	16
5.3	Place	16
6	Agreements concerning business	16
6.1	Business Covenants	16
6.2	Undertakings by CDEA	16
6.3	Broken Hill Mine operations	17
6.4	Concentrate Sales Agreements	18
6.5	Acknowledgments	18
7	Permitted Sales of Silver Product	18
7.1	Authority and direction to PBH	18
7.2	Powers of PBH	19
7.3	Sale proceeds	19
7.4	Accounting for sale proceeds	19

i

8	Operating Cost Contribution	20
8.1	Payment of Operating Cost Contribution	20
8.2	Calculation of Operating Cost Contribution	20
[PROVISION OMITTED - SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]
11	Force majeure	20
11.1	Effects of Force Majeure event	20
11.2	Notice of Force Majeure Event	20
11.3	Obligations of affected party	21
12	Rights to information and access	21
12.1	Rights to information	21
12.2	Rights of access	21
13	Representations and warranties	22
13.1	General representations and warranties	22
13.2	Representations and warranties by PBH	22
14	Security undertakings	23
14.1	Restricted dealings with any of the Primary Secured Property	23
14.2	Restricted dealings with Primary Secured Property over which Primary Security is fixed	23
14.3	Restricted dealings with Primary Secured Property over which the Primary Security is floating	24
14.4	Payments relating to the Primary Secured Property	24
14.5	PBH’s business	24
15	Confidentiality	25
15.1	Disclosure of Confidential Information	25
15.2	Disclosure by recipient of Confidential Information	25
15.3	Use of Confidential Information	25
15.4	Excluded Information	25
15.5	Return of Confidential Information	25
15.6	Announcements or releases	26
15.7	No disclosure of terms of this agreement	26
15.8	Termination	26
16	Future silver sales	26
17	Goods and services tax (GST)	26
17.1	Consideration does not include GST	26
17.2	Recovery of GST	26
17.3	Time of payment	26
17.4	Adjustment of additional amount	26
17.5	Reimbursement	27
17.6	GST excluded from calculations	27
17.7	Definitions	27
18	Expiration of agreement and reconveyance	27
18.1	Maximum amount	27
18.2	Reconveyance of Silver Product	27
18.3	Survival on termination	28

ii

19	Default	28
19.1	Right to terminate on default	28
19.2	Notice	28
19.3	Payment on termination	28
19.4	No liability for Consequential Loss	29
20	Dispute Resolution	29
20.1	Expert determination	29
20.2	Appointment of Expert	29
20.3	Qualifications of independent expert	29
20.4	Expert not arbitrator	30
20.5	Evidence	30
20.6	Powers of independent expert	30
20.7	Information and assistance	30
20.8	Time for making a decision	30
20.9	Decision final and binding	30
20.10	Dispute costs	31
20.11	Stay on court proceedings	31
20.12	Enforcement of determination	31
21	Interest on overdue amounts	31
21.1	Obligation to pay interest	31
21.2	Compounding	31
21.3	Interest following judgment	31
22	No undisclosed principals or undisclosed trusts	32
23	Nature of relationship	32
23.1	Relationship explained	32
23.2	No duty to act to its detriment	32
23.3	Conflict of interest	32
24	Notices	32
24.1	Form	32
24.2	Delivery	32
24.3	When effective	33
24.4	Receipt - post	33
24.5	Receipt - fax	33
24.6	Receipt - general	33
25	Assignment	33
25.1	No assignment	33
25.2	Transfer of Broken Hill Mine	33

iii

26	Manner of payment	33
27	Severability	34
28	Entire agreement	34
29	No representations or warranties	34
30	General	34
30.1	Discretion in exercising rights	34
30.2	Partial exercising of rights	34
30.3	No liability for loss	34
30.4	Approvals and consents	35
30.5	Remedies cumulative	35
30.6	Rights and obligations are unaffected	35
30.7	Variation and waiver	35
30.8	No merger	35
30.9	Indemnities	35
30.10	Further steps	35
30.11	Prompt performance	36
30.12	Certificates	36
30.13	Set-off	36
30.14	Construction	36
[PROVISION OMITTED - SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]
30.16	CDEA costs	36
30.17	Inconsistent law	36
30.18	Supervening legislation	36
30.19	Amendment to Consumer Price Index formula	36
30.20	Counterparts	37
31	Governing law	37
31.1	Governing law	37
31.2	Serving documents	37
Schedule 1 - Tenements		38
Schedule 2 - Acknowledgments (clause 6.5)		39
Signing Page		44
Annexure A (clause 25.2)		45
Deed of Assignment and Assumption		45

iv

Silver Sale Agreement
Details

Parties	PBH, CDEA and Coeur
PBH	Name	Perilya Broken Hill Limited
	ABN	46 099 761 289
	Incorporated in	Commonwealth of Australia
	Address	Level 2, 31 Ventnor Avenue
		WEST PERTH WA 6005
	Fax	+ 61 8 9423 1787
	Attention	Company Secretary
CDEA	Name	CDE Australia Pty Ltd
	ABN	40 113 667 682
	Incorporated in	Commonwealth of Australia
	Address	Suite 305, Spring Street
		SYDNEY NSW 2000
	Fax	+ 61 2 9440 8418
	Attention	Company Secretary
Coeur	Name	Coeur d’Alene Mines Corporation
	Incorporated in	Idaho, United States of America
	Address	505 Front Avenue
		COEUR D'ALENE ID 83814
	Fax	+1 208 667 2213
	Attention	Company Secretary
Transaction Documents	include:
	•       this agreement
	•       CDEA Security
	•       Priority Deed

1

Business Day place(s)	Perth, Sydney
Governing law	New South Wales
Date of agreement	See Signing page
Recitals	A	PBH carries out mining operations on the Tenements at the Broken
		Hill Mine.
	B	The Ore mined from the Broken Hill Mine contains lead, zinc and,
		as a by-product, silver. This Ore is processed at the Broken Hill
		Mine so as to derive among other things, Concentrate.
	C	CDEA wants to purchase from PBH all of the Silver Product that is
		mined from the Broken Hill Mine immediately upon its severance
		from the land, until the Completion Time.
	D	PBH has agreed to sell to CDEA and CDEA has agreed to purchase
		from PBH, the Silver Product on the terms and conditions of this
		agreement.
	E	It is a condition of PBH's agreement to sell the Silver Product to
		CDEA that CDEA agrees to the arrangements set out in this
		agreement for the processing of Ore containing silver into
		Concentrate and for the sale of the minerals contained in the
		Concentrate.

2

Silver Sale Agreement
General terms

1 Interpretation

1.1 Definitions

These meanings apply unless the contrary intention appears:

Assets means all the assets and property comprising the Broken Hill Mine or used on or held in connection with the Broken Hill Mine, including the Tenements, product, real property, fixtures, plant and equipment and other chattel property, mining information, contracts and other choses in action and licences and other forms of authorisation.

Authorised Officer of a party means a director or a secretary of that party or any other person appointed by that party to act as an Authorised Officer of it for the purposes of this agreement.

Base Amount means the sum of US$2.00 per Ounce of Payable Silver, as adjusted for movements in the Consumer Price Index in accordance with clause 8.3 (“Review based on Consumer Price Index variations”).

Bank Bill Rate means for an interest period, the average bid rate for bills of exchange having a tenor closest to that interest period as displayed on the “BBSY” page of the Reuters Monitor System on the first day of that interest period. However, if the average bid rate is not displayed by 10:30am on that day, or if it is displayed but there is an obvious error in that rate, Bank Bill Rate means the rate set by the Non-Defaulting Party in good faith at approximately 10:30am on that day, having regard, to the extent possible, to the rates otherwise bid for bills of exchange of that tenor at or around that time (including any displayed on the “BBSW” page of the Reuters Monitor System).

The rate set by the Non-Defaulting Party must be expressed as a percentage rate per annum and be rounded up to the nearest fourth decimal place.

Broken Hill Mine means the lead, zinc and silver mine carried on by PBH on the Tenements at or near Broken Hill, New South Wales and for the avoidance of doubt includes both the north mine and southern mine at Broken Hill.

Business means the business of mine related exploration for lead and zinc and mining, milling, concentrating and selling Concentrate as conducted by PBH at the Broken Hill Mine.

Business Day means a day other than a Saturday, Sunday or public holiday in the place or places set out in the Details under “Business Day place(s)".

3

CDEA Security means:

(a) the Primary Security; and

(b) the featherweight floating charge to be granted by PBH to CDEA on the date the Purchase Price is paid under this agreement.

Completion Time means the time at which CDEA receives, or is entitled to receive, payment in accordance with this agreement (less any amounts permitted to be deducted under this agreement) for amounts paid by Counterparties under Concentrate Sales Agreements in respect of 17.2 million Ounces of Payable Silver.

Concentrate means the product obtained by concentrating the Ore, which product is produced predominantly to recover lead, but which contains silver within it as a by-product.

Concentrate Sales Agreement means an agreement between PBH and a Counterparty for the sale and purchase of Concentrate.

Conditions Precedent means the conditions specified in clause 2 of this agreement.

Confidential Information means all confidential, non-public or proprietary information regardless of how the information is stored or delivered, exchanged between the parties before, on or after the date of this agreement relating to the business, technology or other affairs of the provider of the Confidential Information.

Contingent Operating Cost Contribution means an amount payable under clause 9 (“Contingent Operating Cost Contribution”).

Controller has the meaning it has in the Corporations Act.

Consequential Loss means any loss or damage suffered by a party which is indirect or consequential, or which results from some special circumstance or supervening event, or which is by way of economic loss, loss of profits, or any other incidental loss, loss of goodwill or credit, loss of business reputation, future reputation or publicity, loss of use, loss of interest, damage to credit rating, loss or denial of opportunity, or increased overhead costs, or which relates to expenses caused by a breach or outgoings rendered futile by the breach, or which is not an immediate result of a breach by the other party, or which is suffered by a party as a result of a claim of a third party.

Corporations Act means the Corporations Act 2001 (Cwlth).

Costs includes charges and expenses, including those incurred in connection with advisers.

Counterparty means any purchaser of Concentrate from PBH, including a smelter.

Defaulting Party has the meaning given in clause 21.1 (“Obligation to pay interest “).

4

Default Rate means:

(a) for amounts denominated in A$, the Bank Bill Rate plus 2% per annum; or

(b) for amounts denominated in US$, LIBOR plus 2% per annum.

For the purpose of this definition, the Default Rate is calculated as if the overdue amount is a drawing with an interest period of 30 days (or another period chosen from time to time by the Non-Defaulting Party) with the first interest period starting on and including the due date.

Designated Ore means ore referred to in clause 4 (“Designated Ore”).

Designation Notice means a notice given under clause 4 (“Designated Ore”).

Details means the section of this agreement headed “Details”.

Dispute includes any dispute, controversy, difference or claim arising out of or in connection with this agreement or the subject matter of this agreement, including any question concerning its formation, validity, interpretation, performance, breach and termination.

Encumbrance means any mortgage, lien, charge, pledge, assignment by way of security, security interest, preferential right or trust arrangement intended to have effect as a security.

Excluded Information means Confidential Information which:

(a) is in or becomes part of the public domain other than through breach of this agreement or an obligation of confidence owed to the provider of the Confidential Information; or

(b) the recipient of the Confidential Information can prove by contemporaneous written documentation was already known to it at the time of disclosure by the provider of the Confidential Information (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or

(c) the recipient of the Confidential Information acquires from a source other than the provider of the Confidential Information or any Related Entity or Representative of the provider of the Confidential Information where such source is entitled to disclose it.

Force Majeure Event means any cause outside the reasonable control of the affected party, (other than an obligation under this agreement to pay money) and includes:

(a) act of God, earthquake, cyclone, fire, explosion, flood, landslide, lightening storm, tempest, drought or meteor;

(b) war (declared or undeclared), invasion, act of foreign enemy, hostilities between nations, civil insurrection or military usurper power;

5

(c) revolution or act of public enemy, sabotage, malicious damage, terrorism, insurrection or civil unrest;

(d) confiscation, nationalisation, requisition, expropriation, embargo, restraint or damage to property by or under the order of any government or government authority;

(e) transportation difficulties or handling or loading difficulties at Port Pirie or any other port or storage facility;

(f) epidemic or quarantine restrictions;

(g) any event having the effect of damaging any part of Broken Hill Mine and/or plant and/or stockpiles or reducing the actual production therefrom or use thereof to a level below capacity or reducing Ore volumes available for delivery under the Concentrate Sales Agreement; or

(h) strikes, blockades, lock out or other industrial dispute.

GST has the meaning it has in the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cwlth).

A person is Insolvent if:

(a) it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act); or

(b) it has had a Controller appointed or is in liquidation, in provisional liquidation, under administration or wound up or has had a Receiver appointed to any part of its property; or

(c) it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other parties to this agreement, such approval not to be unreasonably withheld or delayed); or

(d) an order has been made or a resolution passed, in each case in connection with that person, which would result in any of (a), (b) or (c) above; or

(e) it is taken (under section 459F(1) of the Corporations Act) to have failed to comply with a statutory demand; or

(f) it is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act (or it makes a statement from which another party to this agreement reasonably deduces it is so subject); or

(g) it is otherwise unable to pay its debts when they fall due; or

6

(h) something having a substantially similar effect to (a) to (g) happens in connection with that person under the law of any jurisdiction.

Korea Zinc Rights of Refusal Agreement means the draft agreement entitled “Lead Concentrate-Deed of first right of refusal” and made between PBH and Sorin Corporation acting as agent for Korea Zinc Company Limited, as supplemented by a letter agreement dated 26 August 2005 and made between PBH and Korea Zinc Company Limited and any agreement arising from that draft agreement.

Korea Zinc Security means:

(a) the fixed and floating charge granted by PBH to Korea Zinc Company Ltd and Young Poong Corporation Ltd dated 30 May 2002, which charge has been assigned to YK Australia Pty Ltd by deed of assignment dated 27 April 2005; and

(b) the fixed charge granted by PBH to Korea Zinc Company Ltd and Young Poong Corporation Ltd dated 30 May 2002 which charge has been assigned to YK Australia Pty Ltd by deed of assignment dated 27 April 2005.

LIBOR means the rate per annum (rounded upwards, if necessary, to the nearest four decimal places) equal to the official fixing rate by the British Banker Association for US$ conducted each day at 11.00am (London time) which appears on the page of the Reuters Monitor Money Rates Service (or, if not available, a successor or substitute page or service selected by the Non-Defaulting Party after consultation with the Defaulting Party) which displays London interbank offered rates for US$ for the interest period as of 11.00am London time on the quotation date for that interest period.

Mining Act means the Mining Act 1992 (NSW).

Non-Defaulting Party has the meaning given in clause 21.1 (“Obligation to pay interest”).

Operating Cost Contribution means an amount payable under clause 8 (“Operating Cost Contribution”).

Ore means:

(a) all ores, minerals and other products mined from the Tenements after severance from the land; and

(b) Designated Ore.

Ounce means a Troy ounce of 31.1034768 grams.

Payable Silver means silver in respect of which PBH receives or is entitled to receive (in each case as agent for CDEA), payment from a Counterparty.

Payment Amounts means the “Production Linked Payments” and the “Price Linked Payments” (as those terms are defined under the Sale and Purchase Deed) which are payable under the terms of the Sale and Purchase Deed.

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Permitted Dealing means:

(a) a disposal on arm’s length terms in the ordinary course of its business;

(b) a disposal of obsolete property or assets or of property or assets no longer required for the purpose of the Business or operations of PBH;

(c) a disposal by way of the grant or surrender of a lease, licence or tenancy to occupy or use property (in any such case for fair value and on reasonable commercial terms); or

(d) a surrender of a Tenement in order to comply with any requirements of the Mining Act or if that Tenement does not have any reserves or resources.

Permitted Encumbrance means:

(a) the Korea Zinc Security;

(b) the Zinifex Security;

(c) an Encumbrance that ranks ahead of the Primary Security if:

(i) the Encumbrance is to support a hedging facility, which may be for a period up to 2 years and cover up to 80% of the production of the Broken Hill Mine;

(ii) the Encumbrance is to support the funding of mine development or environmental bonds, provided that the provision of the Encumbrance will not have a material adverse effect on PBH’s obligations under this agreement; or

(iii) CDEA consents to the creation of the Encumbrance, such consent not to be unreasonably withheld or delayed; or

(d) an Encumbrance that ranks behind the Primary Security, or the persons entitled to that Encumbrance subordinate to the Primary Security.

Prevailing International Terms means the terms and conditions available in the open market under which lead concentrate (containing silver as a by-product) is bought and paid for by counterparties, but having regard to the location and characteristics of the Concentrate. Those terms and conditions include terms and conditions relating to price, method of weighing, sampling and determining moisture content of lead concentrate (containing silver as a by-product) and method of conducting assays in relation to lead concentrate (containing silver as a by-product), that are generally acceptable in international practice.

Primary Security means the fixed and floating charge and mining mortgage to be granted by PBH to CDEA on the date the Purchase Price is paid under this agreement.

Primary Secured Property means all of the rights, property and undertaking of PBH which for the time being are charged by the Primary Security.

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Priority Deed means the priority deed to be entered into between CDEA, YK Australia Pty Ltd, Pasminco Broken Hill Mine Pty Limited (Subject to a Deed of Company Arrangement) Zinifex, PBH and Perilya Limited.

[PROVISION OMITTED – SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

Purchase Price means US$36,000,000.

Receiverincludes a receiver or receiver and manager.

Related Entity has the meaning it has in the Corporations Act.

Representative of a party includes an employee, agent, officer, director, auditor, advisor, partner, consultant, joint venturer, contractor or sub-contractor of that partyor of a Related Entity of that party.

Review Date means 30 June in each year.

Sale and Purchase Deed means the Sale and Purchase Deed dated 8 March 2002 between PBH, Perilya, Pasminco Limited (Administrators Appointed)), Pasminco Broken Hill Mine Pty Limited (Administrators Appointed), Zinifex (formerly Pasminco Australia Limited) and John Menzies Spark and Peter Damien McCluskey.

Settlement means the procedure set out in clause 5 of this Agreement.

Settlement Date means:

(a) 13 October 2005; or

(b) any earlier date notified by CDEA by giving 3 Business Days written notice to PBH.

Silver Proceeds means net proceeds (inclusive of GST) received by PBH from a Counterparty under a Concentrate Sales Agreement which are in respect of Payable Silver. For the avoidance of doubt, net proceeds in respect of Payable Silver under the Zinifex Concentrate Sales Agreement, means the gross proceeds attributable to the Payable Silver after deducting the “Refining Charges” in respect of the Payable Silver, but no other charges (including, the “Treatment Charges”, “Location Allowance” and “Penalty”) — as those terms are defined in the Zinifex Concentrate Sales Agreement.

Silver Product means all silver together with its related impurities, contained in Ore and Concentrate which is sold to and purchased by CDEA under this agreement (including while still contained in Ore or Concentrate).

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Subsidiary of an entity means another entity which is a subsidiary of the first within the meaning of part 1.2 division 6 of the Corporations Act or is a subsidiary or otherwise controlled by the first within the meaning of any approved accounting standard.

Taxes means taxes, levies, imposts, charges and duties imposed by any authority (including stamp and transaction duties) together with any related interest, penalties, fines and expenses in connection with them, except if imposed on, or calculated having regard to, the overall net income or taxable income (as defined in the Income Tax Assessment Act 1936 or 1997) of a party.

Tenements means the mining tenements referred to in Schedule 1 and includes any renewals and extensions of those tenements and any tenements applied for or granted by way of conversion or substitution over a greater or lesser area from time to time.

Transaction Document means a document described as such in the Details.

Zinifex means Zinifex Australia Limited.

Zinifex Security means the fixed and floating charge granted to Zinifex (formerly Pasminco Australia Limited) and Pasminco Broken Hill Mine Pty Limited (Administrator Appointed) dated 31 May 2002.

Zinifex Concentrate Sales Agreement means the agreement entitled “Concentrate Sales Agreement (Port Pirie)” dated 8 March 2002 made between PBH, Perilya Limited, Pasminco Port Pirie Smelter Pty Ltd (Administrators appointed), Pasminco Limited (Administrators appointed), and John Menzies Spark and Peter Damien McCluskey as novated to Zinifex Limited under the terms of the Pasminco Restructure Contract Novation Deed dated 7 January 2005.

1.2 References to certain general terms

Unless the contrary intention appears, a reference in this agreement to:

(a) (variations or replacement) a document (including this agreement) includes any variation or replacement of it;

(b) (clauses, annexures and schedules) a clause, annexure or schedule is a reference to a clause in or annexure or schedule to this agreement;

(c) (reference to statutes) except in the definitions of Related Entity and Subsidiary a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(d) (law) law means common law, principles of equity, and laws made by parliament (and laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them);

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(e) (singular includes plural) the singular includes the plural and vice versa;

(f) (person) the word “person” includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association, or any Government Agency;

(g) (executors, administrators, successors) a particular person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

(h) (two or more persons) an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;

(i) (jointly and severally) an agreement, representation or warranty by two or more persons binds them jointly and each of them individually;

(j) (reference to a group of persons) a group of persons or things is a reference to any two or more of them jointly and to each of them individually;

(k) (dollars) Australian dollars, dollars, A$ or $ is a reference to the lawful currency of Australia, US$ is a reference to the lawful currency of the United States of America;

(l) (calculation of time) if a period of time dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;

(m) (reference to a day) a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

(n) (accounting terms) an accounting term is a reference to that term as it is used in accounting standards under the Corporations Act, or, if not inconsistent with those standards, in accounting principles and practices generally accepted in Australia;

(o) (reserves or resources) a reference to ore reserves or to mineral resources is a reference to proved and probable ore reserves or mineral resources as construed, reported and calculated in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves dated 17 December 2004 (and any revisions) as published by the Joint Ore Reserves Committee of the Australian Institute of Geoscientists, The Australasian Institute of Mining and Metallurgy and the Minerals Council of Australia as incorporated in clause 5.6 and Appendix 5A of the Listing Rules of the Australian Stock Exchange;

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(p) (meaning not limited) the words “include”, “including”, “for example” or “such as” when introducing an example, does not limit the meaning of the words to which the example relates to that example or examples of a similar kind;

(q) (time of day) time is a reference to Sydney time.

1.3 Delivery

PBH will be taken to have delivered Silver Product to CDEA under this agreement if PBH delivers that Silver Product to a Counterparty and the net proceeds of that Silver Product are paid or payable to CDEA.

1.4 Next Business Day

If an event under this agreement must occur on a stipulated day which is not a Business Day then the stipulated day will be taken to be the next Business Day.

1.5 Headings

Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this agreement.

2 Conditions Precedent

2.1 Conditions Precedent

This agreement (except this clause 2 (“Conditions Precedent”), clause 16 (“Confidentiality”) and clause 30.15 (“PBH Costs”)), is of no force and effect until:

(a) PBH receives all necessary consents and approvals from the current holders of securities over its assets;

(b) PBH receives a certified copy of a resolution of the board of directors of CDEA approving the entry into the Transaction Documents to which CDEA is a party;

(c) PBH receives a certified copy of a resolution of the board of directors of Coeur approving the entry into the Transaction Documents to which Coeur is a party;

(d) CDEA receives a certified copy of a resolution of the board of directors of PBH approving entry into the Transaction Documents to which PBH is a party;

(e) PBH receives an opinion of US legal counsel acceptable to PBH in relation to Coeur’s obligations under clause 3.2;

(f) CDEA and PBH agree to the terms of the CDEA Security; and

(g) the Priority Deed is executed by all necessary parties.

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2.2 Best endeavours

All parties must use their best endeavours and do all things necessary or desirable in order to satisfy the Conditions Precedent as soon as practicable. The parties must keep each other informed of any circumstances which may result in the Conditions Precedent not being satisfied.

2.3 Satisfaction of Conditions Precedent

The Conditions Precedent are included for the benefit of the parties and the Conditions Precedent must be satisfied by the date of this agreement or such later date as may be agreed by the parties in writing. Subject to clause 2.4 (“Termination for non-satisfaction of Conditions Precedent”), if the Conditions Precedent are not satisfied by the date of this agreement or such later date as may be agreed by the parties in writing, this agreement and all of the rights and obligations of the parties under it may be terminated at any time before the Settlement Date by any party giving notice to the other parties.

2.4 Termination for non satisfaction of Conditions Precedent

If this agreement is terminated under clause 2.3, each party is released from its obligations under this agreement other than in relation to clause 15 (“Confidentiality”) and clause 30.15 (“PBH Costs”).

3 Sale and Purchase

3.1 Consideration

In consideration of PBH agreeing to sell to CDEA the Silver Product on the terms and conditions of this agreement, CDEA agrees to pay to PBH the Purchase Price on the Settlement Date.

3.2 Undertaking by Coeur with respect to Purchase Price

Coeur undertakes to:

(a) provide CDEA with any such funds as are necessary to ensure that CDEA is able to pay the Purchase Price and any amount payable on account of GST under this agreement on the Settlement Date; and

(b) pay the Purchase Price and any amount payable on account of GST under this agreement on the Settlement Date if CDEA does not pay the Purchase Price on the Settlement Date.

Coeur’s liability under this clause 3.2 is not affected by any act or omission of PBH. For example, those liabilities are not affected by PBH releasing CDEA or giving CDEA a concession (such as more time to pay).

3.3 Sale of Silver Product

Subject to the terms and conditions of this agreement, PBH agrees to sell as beneficial owner, free from any Encumbrances and CDEA agrees to purchase all of the Silver Product which:

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(a) is contained in Ore or Concentrate that has been mined from the Broken Hill Mine and which at the time the Purchase Price is received by PBH, has not been sold by PBH; or

(b) is contained in Ore which is:

(i) derived from the Broken Hill Mine and which is severed from the land; or

(ii) designated by a Designation Notice,

after the time the Purchase Price is received by PBH until the Completion Time.

3.4 Interest sold

The interest in the Silver Product which is sold under clause 3.3 (“Sale of Silver Product”) is a 100% undivided interest unless:

(a) the Ore is Designated Ore; and

(b) the Designation Notice for that Designated Ore states that the undivided interest of PBH in the Designated Ore is less than 100%,

in which case the interest in the Silver Product being sold and purchased will be the undivided interest of PBH in that Silver Product specified in the applicable Designation Notice.

3.5 Passing of title

Subject to clause 3.6 (“Title to pass when capable of being passed”) title in the Silver Product agreed to be sold and purchased under clause 3.3 (“Sale of Silver Product”) will pass to CDEA:

(a) in the case of Silver Product in which title is held by PBH at the time the Purchase Price is received by PBH — at that time; and

(b) in the case of any other Silver Product which is contained in Ore which is:

(i) derived from the Broken Hill Mine and which is severed from the land after the time the Purchase Price is received by PBH — at the time PBH acquires title to the Silver Product (which will occur at the time the Ore containing the Silver Product is severed from the land from which the Ore is mined in accordance with Section 11 of the Mining Act); and

(ii) designated by a Designation Notice after the time the Purchase Price is received by PBH — either at the time the Designation Notice is received by CDEA or such other time specified by PBH in the Designation Notice.

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3.6 Title to pass when capable of being passed

If title in the Silver Product cannot pass to CDEA at the time referred to in clause 3.5 (“Passing of title”), title in the Silver Product will pass to CDEA immediately when it is capable of being passed and prior to such title passing, PBH will not do anything which may adversely affect the ability of PBH to pass title in the Silver Product to CDEA. However, nothing in this clause prevents PBH from enjoying any right or exercising any discretion contemplated by this agreement.

3.7 Economic benefits to pass

Unless and until legal title in any Silver Product passes to CDEA as contemplated by clause 3.5 or 3.6, CDEA shall at all times immediately after the Silver Product becomes the property of PBH, be entitled exclusively to all the economic benefits in relation to such Silver Product as if title had passed to CDEA and PBH will do all things necessary so that CDEA enjoys such benefits, subject to PBH’s rights under this agreement, including its right to reconveyance at the Completion Time.

3.8 Risk

Risk in the Silver Product will pass to CDEA at the time that PBH delivers the Concentrate containing it under a Concentrate Sale Agreement.

4 Designated Ore

(a) PBH may, by notice in writing to CDEA, designate ore which:

(i) has been mined from tenements other than the Tenements; and

(ii) is identifiable,

as Designated Ore for the purpose of this agreement (“Designated Ore”).

(b) Designated Ore may include ore in respect of which PBH has less that a 100% undivided interest and consequently in which a third person (“Third Party”) has the balance of the undivided interest.

(c) Each of PBH and CDEA agree that if a Third Party has an undivided interest in the Designated Ore, CDEA and PBH will co-operate to enable that Designated Ore to become subject to this agreement.

5 Settlement

5.1 CDEA’s obligations at Settlement

At Settlement, CDEA must pay the Purchase Price to PBH.

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5.2 PBH’s obligations at Settlement

At Settlement, PBH must provide to CDEA the CDEA Security fully executed.

5.3 Place

Settlement will take place on the Settlement Date at the offices of Minter Ellison, Level 19, Aurora Place, 88 Phillip Street, Sydney, unless otherwise agreed between the parties.

6 Agreements concerning business

6.1 Business Covenants

PBH undertakes to CDEA to use reasonable endeavours to:

(a) operate the Broken Hill Mine (including the processing and concentrating of Ore) according to applicable laws (in so far as they are material) and accepted mining practice;

(b) deliver the Concentrate (to the extent the Concentrate is available) in accordance with the Zinifex Concentrate Sales Agreement or any other Concentrate Sales Agreement (including any Concentrate Sales Agreement with Korea Zinc Company Limited entered into in accordance with the Korea Zinc Rights of Refusal Agreement).

6.2 Undertakings by CDEA

CDEA agrees with PBH that:

(a) PBH may either itself or by a contractor concentrate the Ore, stockpile and store, transport and sell Concentrate (including Silver Product) in accordance with the terms of this agreement;

(b) it will not partition or seek the partition or sale in lieu of partition of the Ore;

(c) except with the prior written consent of PBH, CDEA will not create or allow to exist any Encumbrance over the Silver Product;

(d) subject to clause 6.3 (“Broken Hill Mine Operations”) and clause 7 (“Permitted Sales of Silver Product”) except with the prior written consent of PBH, CDEA will not:

(i) sell or dispose of the Silver Product;

(ii) part with possession of the Silver Product;

(iii) waive any of CDEA’s rights or release any person from its obligations in connection with the Silver Product;

(iv) deal in any other way with the Silver Product or any interest in it or allow any interest in it to arise or be varied unless PBH has certified to it that the Silver Product is not required to meet a sale obligation under the Zinifex Concentrate Sales Agreement or some other sale obligation incurred by PBH on behalf of CDEA;

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(e) PBH has no duties or obligations to CDEA, whether as bailee or in tort or otherwise, except for those contractual obligations expressly conferred on it by this agreement.

6.3 Broken Hill Mine operations

CDEA acknowledges to and agrees with PBH that PBH:

(a) has complete discretion concerning the nature, timing and extent of all exploration, development, mining, stockpiling, processing and other operations conducted on or in relation to the Tenements and may suspend and terminate operations on and production from the Tenements at any time it considers prudent or appropriate to do so;

(b) without limiting clause 6.3(a), has no obligation to operate the Broken Hill Mine if it would be uneconomic to do so;

(c) subject to clause 6.1 (“Business Covenants”) owes CDEA no duty to explore, develop or mine the Tenements or to do so at any rate or any manner other than that which PBH may determine in its sole and unfettered discretion;

(d) subject to 6.4 (“Concentrate Sales Agreement”) may, in its absolute discretion, from time to time negotiate extensions or variations or both to the Zinifex Concentrate Sales Agreement and negotiate and enter into new Concentrate Sales Agreements with any Counterparty, including Zinifex Port Pirie Pty Ltd;

(e) may in its discretion, sell or dispose of Concentrate (including Silver Product contained in that Concentrate) subject to it accounting to CDEA for the Silver Proceeds in accordance with clause 7.4 (“Sale proceeds”);

(f) is not obliged to incur any expenditure or undertake any action if to do so would not generate an economic return acceptable to PBH;

(g) is not responsible for mineral values lost in the course of mining (including during processing, concentrating and smelting);

(h) will have actual possession and control of the Ore and the Concentrate;

(i) is not required to accept, nor is CDEA entitled to give, directions to PBH concerning the operation and management of the Business, even if that operation or management relates to Ore or Concentrate containing Silver Product or to Silver Product; and

(j) may deliver other concentrate (for example, zinc concentrate) to a Counterparty, in which silver is present in uneconomic quantities and in relation to which payment in respect of the silver is not received from the Counterparty,

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and that in operating and managing the Business (including where that operation or management relates to Ore or Concentrate containing Silver Product or to Silver Product) or in making any other decision it may, except as expressly provided in this agreement, act in its own best interests.

6.4 Concentrate Sales Agreements

PBH warrants that each Concentrate Sales Agreement and any variation of it negotiated by PBH will be on Prevailing International Terms at the time of its negotiation. Notwithstanding that, PBH will consult with CDEA in relation to each Concentrate Sales Agreement and each material variation of it to be negotiated by PBH. The obligation to consult under this clause 6.4 does not require PBH to obtain the consent or approval of CDEA to the terms of any Concentrate Sales Agreement or any variation and any obligation to consult is conditional upon CDEA responding promptly to any requested consultation.

It is acknowledged by the parties that the terms and conditions of the Zinifex Concentrate Sales Agreement, the proposed replacement Zinifex Concentrate Sales Agreement (a copy of which has been provided to CDEA) and the terms and conditions of any other Concentrate Sales Agreement which are not less favourable than the terms and conditions of the Zinifex Concentrate Sales Agreement and the proposed replacement Zinifex Concentrate Sales Agreement are deemed to be on Prevailing International Terms.

6.5 Acknowledgments

Each of Coeur and CDEA make each of the acknowledgments and agreements set out in schedule 2. PBH agrees, however, that nothing in the acknowledgements and agreements in schedule 2 either releases or excuses PBH from liability for acting fraudulently, either through the provision of information or the suppression of information.

7 Permitted Sales of Silver Product

7.1 Authority and direction to PBH

CDEA acknowledges and agrees with PBH that PBH is entitled to and subject to clause 6.4 (“Concentrate Sales Agreements”) will be selling the Concentrate to Counterparties and in order to facilitate that sale process CDEA hereby:

(a) irrevocably authorises and directs PBH to sell the Silver Product on its behalf free from any Encumbrances to Zinifex Port Pirie Pty Ltd in accordance with the terms of the Zinifex Concentrate Sales Agreement or the proposed replacement of the Zinifex Concentrate Sales Agreement; and

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(b) irrevocably authorises PBH to sell the Silver Product on its behalf to any person with whom PBH has entered into a Concentrate Sales Agreement.

CDEA agrees to ratify and confirm any action of PBH under this clause 7.1.

7.2 Powers of PBH

CDEA agrees with PBH that PBH is authorised in relation to the sale of Silver Product, to do all things necessary to pass title to the Silver Product to any Counterparty who acquires Ore or Concentrate containing Silver Product under a Concentrate Sales Agreement.

7.3 Sale proceeds

(a) PBH agrees to pay CDEA the Silver Proceeds. Promptly, following receipt by PBH, PBH agrees to pay the Silver Proceeds into a separate account (or accounts) with a bank agreed between CDEA and PBH (“CDEA Account”) to be held on trust for CDEA in accordance with the procedures set out in clause 7.4 (“Accounting for sale proceeds”).

(b) PBH will deduct the Operating Cost Contribution from the Silver Proceeds immediately before the Silver Proceeds are deposited in the CDEA Account and at the time of the deposit will provide a written statement containing the written calculation of the amount to which it is entitled, including the calculation of the Operating Cost Contribution. Notwithstanding that PBH holds the Silver Proceeds on trust, PBH is irrevocably and unconditionally authorised to set off any Operating Cost Contribution and any other amount which is due and payable under this agreement which has accrued against the Silver Proceeds.

7.4 Accounting for sale proceeds

(a) CDEA and PBH will in good faith establish an accounting system to deal with payments from Counterparties in respect of the Silver Product and the distribution of those proceeds. This system may be modified from time to time by agreement between PBH and CDEA.

(b) As part of the proposed accounting system:

(i) subject to clause 7.3 (“Sale proceeds”), PBH will hold in trust on behalf of CDEA that part of any proceeds received by it which are attributable to the Silver Product and will ensure that the trust proceeds are paid to the CDEA Account;

(ii) any interest which accrues on the CDEA Account will, subject to the terms of this agreement, be held on trust for CDEA by PBH; and

(iii) CDEA will be responsible for the payment of any fees and charges (including taxes) payable in relation to the CDEA Account and any transactions in respect of the proceeds of the CDEA Account.

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8 Operating Cost Contribution

8.1 Payment of Operating Cost Contribution

CDEA will pay to PBH an operating cost contribution for each Ounce of Payable Silver.

8.2 Calculation of Operating Cost Contribution

The Operating Cost Contribution in respect of an amount of Payable Silver derived from a batch of Concentrate is the Base Amount, as adjusted by clause 8.3 (“Review based on Consumer Price Index variations”) multiplied by the number of Ounces of Payable Silver in the applicable batch of Concentrate.

[PROVISION OMITTED - SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

11 Force majeure

11.1 Effects of Force Majeure event

Despite any other provision of this agreement, if a party is unable to perform or is delayed in performingan obligation under this agreement(other than an obligation to pay money)which is caused byor which arises or results fromaForce Majeure Event and notice has been given in accordance with clause 11.2 (“Notice of Force Majeure”):

(a) that obligation is suspended but only so far and for so long as it is affected by the Force Majeure Event; and

(b) the affected party will not be responsible for any loss or expense suffered or incurred by any other party as a result of, and to the extent that, the affected party is unable to performor is delayed in performing its obligations because of the Force Majeure Event.

11.2 Notice of Force Majeure Event

A party affected by a Force Majeure Event must give the other parties a written notice which:

(a) sets out details of the Force Majeure Event;

(b) identifies the nature and extent of the obligations affected by the Force Majeure Event;

(c) advises the period of time during which the affected party estimates that it will not be able to perform or will be delayed in performing its obligations; and

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(d) provides details of the action that it has taken or proposes to take to remedy the situation (if any).

11.3 Obligations of affected party

A party affected by a Force Majeure Event must:

(a) take all reasonable steps to avoid, remove or limit the effects of the Force Majeure Event on its performance of the suspended obligations as quickly as possible; and

(b) promptly re-commence performing the suspended obligations as soon as reasonably possible.

Clause 11.3(a) does not require the affected party to settle any strike or other labour difficulty on terms contrary to its wishes.

12 Rights to information and access

12.1 Rights to information

PBH agrees with CDEA that it will provide the following to CDEA relating to the Broken Hill Mine, promptly and in the same form as provided by PBH to Perilya including:

(a) monthly operating reports;

(b) smelter returns;

(c) concentrate sales contracts and settlement sheets;

(d) annual production forecasts and financial budgets (broken down into monthly periods);

(e) mine plans;

(f) reserve and resource reports; and

(g) third party audits or reviews which relate to the resources or reserves at the Broken Hill Mine,

and other specified information reasonably requested by CDEA.

The above information will be provided on the basis that PBH provides no representations or warranties as to the accuracy of that information and is not responsible for any loss, Cost or damage suffered by CDEA as a result of relying on that information.

12.2 Rights of access

CDEA may enter the Broken Hill Mine to:

(a) inspect the Primary Secured Property; and

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(b) find out whether PBH is complying with this agreement or the Primary Security; and

(c) carry out CDEA’s rights under this agreement or the Primary Security.

CDEA agrees to give PBH reasonable notice before entering the Broken Hill Mine under this clause.

13 Representations and warranties

13.1 General representations and warranties

Each party represents and warrants that:

(a) (incorporation and existence) it has been incorporated as a company limited by shares in accordance with the laws of its place of incorporation set out in the Details, is validly existing under those laws and has power and authority to carry on its business as it is now being conducted; and

(b) (power) it has power to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and

(c) (no contravention or exceeding power) the Transaction Documents and the transactions under them which involve it do not contravene its constituent documents (if any) or any law or obligation by which it is bound or to which any of its assets are subject or cause a limitation on its powers or the powers of its directors to be exceeded; and

(d) (authorisations) it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents to which it is a party, to comply with its obligations and exercise its rights under them and to allow them to be enforced; and

(e) (validity of obligations) its obligations under the Transaction Documents are valid and binding and are enforceable against it in accordance with their terms; and

(f) (benefit) it benefits by entering into the Transaction Documents to which it is a party.

13.2 Representations and warranties by PBH

PBH represents and warrants to CDEA that at the date of this agreement:

(a) subject to clauses 3.6 (“Title to pass when capable of being passed”) and clause 3.7 (“Economic benefit to pass”), it will be the legal and beneficial owner of the undivided interest in the Silver Product which, in accordance with clause 3.4 (“Interest sold”) it sells under this agreement and will have good title to that undivided interest in the Silver Product before title in the Silver Product (or the economic interest in that Silver Product) passes from it to CDEA under this agreement;

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(b) subject to clauses 3.6 (“Title to pass when capable of being passed”) and clause 3.7 (“Economic benefit to pass”), the Silver Product will be free from Encumbrances, other than Permitted Encumbrances, before title to the Silver Product (or the economic interest in the Silver Product) passes from it to CDEA under this agreement;

(c) it is the beneficial owner of and has good title to the Primary Secured Property free from any Encumbrances, other than Permitted Encumbrances;

(d) it is the registered holder of the mining leases comprising the Broken Hill Mine and that they are in good standing, and that to the best of its knowledge and belief, all necessary material permits and authorisations required to operate the Broken Hill Mine, are current, valid and not in breach;

(e) it is not involved in any proceeding, arbitration, mediation, prosecution, award enforcement or other dispute resolution proceedings (existing, pending or threatened) concerning the Broken Hill Mine which would have a material adverse effect on the operations of the Broken Hill Mine that has not already been disclosed to CDEA or Coeur; and

(f) nothing in this agreement does or will conflict with, or result in a breach or default by it under its constitution, a licence, permit, contract, deed or court order, which would have a material adverse effect on the operations of the Broken Hill Mine.

14 Security undertakings

14.1 Restricted dealings with any of the Primary Secured Property

Without the consent of CDEA (which consent may not be unreasonably withheld or delayed), PBH may not, and may not agree, attempt or take any step to, do any of the following:

(a) create or allow to exist another Encumbrance in connection with the Primary Secured Property, other than any Permitted Encumbrance; or

(b) deal in any way with the Primary Security or any interest in it, or allow any interest in it to arise or be varied.

For the avoidance of doubt, this clause does not apply to a lease, hire purchase or analogous arrangement.

14.2 Restricted dealings with Primary Secured Property over which Primary Security is fixed

Without the consent of CDEA (which consent may not be unreasonably withheld or delayed), PBH may not and may not agree, attempt or take any step to, do any of the following in respect of the Primary Secured Property over which the Primary Security is fixed:

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(a) sell or dispose ofthe Primary Secured Property;

(b) lease or license the Primary Secured Property, or deal with any existing lease or licence (including allowing a surrender or variation);

(c) part with possession of the Primary Secured Property;

(d) change the nature of the Primary Secured Property;

(e) waive any of the rights of PBH or release any person from its obligations in connection with the Primary Secured Property;

(f) deal in any other way with the Primary Secured Property or any interest in it, or allow any interest in it to arise or be varied,

other than by way of a Permitted Dealing.

14.3 Restricted dealings with Primary Secured Property over which the Primary Security is floating

Without the consent of CDEA, PBH may not and may not agree, attempt or take any step to, do anything in clause 14.2 (“Restricted dealings with Primary Secured Property over which the Primary Security is fixed”) in respect of Primary Secured Property over which the Primary Security is floating except where the thing done is done in the ordinary course of PBH’s business or is a Permitted Dealing.

14.4 Payments relating to the Primary Secured Property

PBH agrees to pay all amounts for which it is liable as owner of the Primary Secured Property, including rates and Taxes.

14.5 PBH’s business

It is acknowledged and agreed by CDEA that:

(a) until CDEA takes enforcement action under the CDEA Security, the CDEA Security is not intended to affect the ability of PBH to carry on its business;

(b) if any act or omission by PBH or another person or circumstance relating to PBH or its Assets or Business were not to be permitted under this agreement, the CDEA Security or both, whether because the act or omission or circumstance is not, or does not arise in the ordinary course of the business of PBH or for any other reason, CDEA will, for the purposes of this agreement and the CDEA Security, not unreasonably withhold or delay its consent to or waiver of default in connection with the occurrence of that act or omission or circumstance; and

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(c) any act or omission by PBH or another person or circumstance which is contemplated by clause 6 (“Agreements concerning business”) will be treated as arising in the ordinary course of the business of PBH.

15 Confidentiality

15.1 Disclosure of Confidential Information

No Confidential Information may be disclosed by either party to any person except:

(a) Representatives of the recipient or its Related Entities requiring the information for the purposes of this agreement; or

(b) with the consent of the party who supplied the information; or

(c) if a party is required to do so by law or by a stock exchange; or

(d) if a party is required to do so in connection with legal proceedings relating to this agreement.

15.2 Disclosure by recipient of Confidential Information

Any party disclosing information under clause 15.1(a) or (b) (“Disclosure of Confidential Information”) must use all reasonable endeavours to ensure that persons receiving Confidential Information from it do not disclose the information except in the circumstances permitted in clause 15.1 (“Disclosure of Confidential Information”).

15.3 Use of Confidential Information

A party who has received Confidential Information from another under this agreement must not use it except for the purpose of exercising its rights or performing its obligations under this agreement.

15.4 Excluded Information

Clauses 15.1 (“Disclosure of Confidential Information”), 15.2 (“Disclosure by recipient of Confidential Information”) and 15.3 (“Use of Confidential Information”) do not apply to the Excluded Information.

15.5 Return of Confidential Information

A party who has received Confidential Information from another under this agreement must, on the request of the other party, immediately deliver to that party all documents or other materials containing or referring to that information which are in its possession, power or control or in the possession, power or control of persons who have received Confidential Information from it under clause 15.1(a) or (b) (“Disclosure of Confidential Information”).

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15.6 Announcements or releases

A party may not make press or other announcements or releases relating to this agreement and the transactions the subject of this agreement without the approval of the other party as to the form and manner of the announcement or release unless and to the extent that the announcement or release is required to be made by the party by law or by a stock exchange.

15.7 No disclosure of terms of this agreement

Except as otherwise agreed or duly required by law or any regulatory authority, no party will disclose the terms of this agreement to any person other than its employees, accountants, auditors, financial advisers or legal advisers on a confidential basis.

15.8 Termination

This clause 15 (“Confidentiality”) will survive termination (for whatever reason) of this agreement.

16 Future silver sales

PBH agrees that, if it proposes to enter into a similar arrangement to the arrangement contemplated by this agreement with any person it will, during the term of this agreement, consult with CDEA in good faith and, if possible (in PBH’s absolute discretion) provide CDEA with an opportunity to participate in any such arrangement.

17 Goods and services tax (GST)

17.1 Consideration does not include GST

The consideration for a supply under this agreement (other than under this clause 17) is exclusive of any GST imposed on the supply.

17.2 Recovery of GST

If a supply under this agreement is subject to GST, the recipient of the supply must pay, in addition to the other consideration payable or to be provided for the supply, an additional amount equal to the GST payable on that supply.

17.3 Time of payment

The additional amount is payable at the same time as the other consideration for the supply is payable or is to be provided or upon demand if the supplier’s GST liability in respect of the other consideration arises at an earlier time. However, the additional amount need not be paid until the supplier gives the recipient a Tax Invoice in relation to the supply.

17.4 Adjustment of additional amount

If there is a change to the GST payable on any supply due to an adjustment event:

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(a) the supplier must promptly issue an adjustment note to the recipient; and

(b) an amount equal to the difference must be paid by the supplier to the recipient, or by the recipient to the supplier, as appropriate.

17.5 Reimbursement

If a party is entitled to payment of any costs or expenses by way of reimbursement or indemnity, the payment must exclude any part of that cost or expense which is attributable to GST for which the party or the representative member of any GST group of which that party is a member is entitled to an input tax credit.

17.6 GST excluded from calculations

(a) If a payment to be made under the agreement is calculated by reference to another payment, amount, or value, that payment will be calculated by reference to that payment, amount or value excluding any GST component unless expressly stated to the contrary.

(b) All references to amounts, values or revenues in formulas will be treated as a reference to GST exclusive amounts, values and revenues.

17.7 Definitions

Words or expressions used in this clause which are defined in the GST Act have the same meaning in this clause.

18 Expiration of agreement and reconveyance

18.1 Maximum amount

CDEA and PBH agree that, despite any other provision of this agreement, at the Completion Time, the obligations of PBH to sell the Silver Product and the obligations of CDEA to purchase the Silver Product terminate.

For the avoidance of doubt, the parties agree that CDEA is not entitled to the proceeds of an amount of Payable Silver in excess of 17.2 million Ounces.

18.2 Reconveyance of Silver Product

CDEA agrees that:

(a) following the occurrence of the Completion Time, CDEA will immediately reconvey to PBH without any further consideration, all Silver Product to which title has passed to CDEA, other than the 17.2 million Ounces of Payable Silver in respect of which PBH receives, or is entitled to receive, as agent for CDEA, payment from a Counterparty; and

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(b) upon the termination of this agreement for any other reason, CDEA will immediately reconvey to PBH, without any further consideration, except consideration (if any) as provided by clause 19.3 (“Payment on termination”) all Silver Product to which title has passed to CDEA other than the 17.2 million Ounces of Payable Silver in respect of which PBH receives, or is entitled to receive, as agent for CDEA, payment from a Counterparty.

18.3 Survival on termination

The parties agree that clause 18.2 (“Reconveyance of Silver Product”) will survive termination (for whatever reason) of this agreement.

19 Default

19.1 Right to terminate on default

Either party has the right to terminate this agreement by notice in writing to the other party if:

(a) the other party becomes Insolvent;

(b) the other party fails to make a payment due under this agreement, within 10 Business Days after receipt of written notice; or

(c) the other party commits any other material breach of this agreement; and

(i) the breach is not capable of being cured; or

(ii) the breach is capable of being cured and the defaulting party fails to cure the breach within 6 months of being notified in writing of the breach by the party giving the notice.

19.2 Notice

A notice given under clause 19.1 (“Right to terminate on default”) must specify the event or events in relation to which the notice is given.

19.3 Payment on termination

If this agreement is terminated under this clause or otherwise, PBH will, within 3 months from the date of termination, pay to CDEA the Refund Amount calculated in accordance with clause 10.3 (“Calculation of Refund Amount”). Any obligation to pay the Refund Amount is conditional upon CDEA having complied with its obligations to reconvey Silver Product under clause 18.2 (“Reconveyance of Silver Product”) or being ready, willing and able to do so.

CDEA acknowledges and agrees that it is not entitled to any compensation or damages in excess of:

(a) the Refund Amount; and

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(b) costs and expenses incurred by CDEA (if any) in enforcing its right under this agreement consequent upon any breach leading to termination,

in respect of PBH not delivering Silver Product under this agreement and that payment of the Refund Amount and the above costs and expenses, will constitute full and final settlement of any right to compensation or damages by CDEA in connection with the termination of this agreement, whether in an action in contract, tort (including negligence), in equity, product liability, under statute, under an indemnity or any other basis.

19.4 No liability for Consequential Loss

Notwithstanding any other provision of this agreement, no party will be liable to the other for any Consequential Loss howsoever arising and whether in an action in contract, tort (including, without limitation, negligence), in equity, product liability, under statute, under an indemnity or any other basis.

20 Dispute Resolution

20.1 Expert determination

If CDEA and PBH are unable to resolve a Dispute then CDEA and PBH may, if both parties agree in writing to do so, submit that Dispute to the binding expert determination process set out in this clause 20 (“Dispute Resolution”).

20.2 Appointment of Expert

The expert will be a person jointly appointed by CDEA and PBH. If, however, agreement cannot be reached by CDEA and PBH within 10 days of notification of the Dispute to the other then the expert will be the person nominated by the President or senior office bearer (at the relevant time) of the Australasian Institute of Mining and Metallurgy or his or her nominee.

20.3 Qualifications of independent expert

The independent expert must:

(a) have reasonable qualifications and commercial and practical experience in the area of the dispute;

(b) declare they have no interest or duty which conflicts or may conflict with their functions as an independent expert, except for any interest or duty they have fully disclosed (and which has been accepted by both parties) before their appointment;

(c) not be an employee or former employee of either party; and

(d) undertake to CDEA and PBHto keep confidential all matters coming to the independent expert’s knowledge by reason of their appointment, the performance of their duties and the exercise of their powers.

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20.4 Expert not arbitrator

The independent expert will act as an expert and not as an arbitrator and may adopt such procedures as they see fit, including as to:

(a) fixing a time and place for hearing the Dispute or receiving submissions or information from CDEA and PBHor any other person; and

(b) the form of any submissions or information required by the independent expert from CDEA and PBHor any other person.

20.5 Evidence

The independent expert will not be bound by the rules of evidence.

20.6 Powers of independent expert

The independent expert has power to:

(a) inform themselves independently as to all matters relevant to the Dispute;

(b) request and receive submissions (whether oral or written) or other information from CDEA and PBH;

(c) consult with any other person as the independent expert in their absolute discretion thinks fit regarding resolving the Dispute if that person gives CDEA and PBHan undertaking to keep confidential all matters coming to that person’s knowledge by reason of their consultation with the independent expert; and

(d) make the orders and directions they consider to be necessary for the final determination of the matters in dispute.

20.7 Information and assistance

CDEA and PBH must within the time frame directed by the independent expert give the independent expert all of the information (other than privileged material), submissions and assistance which the independent expert may reasonably require from time to time. The independent expert may proceed with their determination if a party fails to provide information, submissions or assistance, and may draw adverse inferences from that failure.

20.8 Time for making a decision

The independent expert must make a determination or finding on the issues in dispute as soon as practicable and in any event within 30 Business Days after the date of the independent expert’s acceptance of their appointment or another longer period as may be agreed between the parties (including following an application for an extension from the independent expert).

20.9 Decision final and binding

The independent expert’s decision will be final and binding on the parties.

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20.10 Dispute costs

Unless the independent expert otherwise determines, each party will bear its own costs relating to the independent expert’s decision and the costs of the independent expert will be borne by the parties equally.

20.11 Stay on court proceedings

Unless a party has complied with this clause regarding any Dispute which the parties agree must be resolved in accordance with this clause, the party may not commence court proceedings regarding the Dispute.

20.12 Enforcement of determination

A determination made by an independent expert under this clause may, by leave of a court, be enforced in the same manner as a judgment or order of the court, and where leave is so given, judgment may be entered in the terms of the determination.

21 Interest on overdue amounts

21.1 Obligation to pay interest

If a party (“Defaulting Party”) does not pay any amount under this agreement on the due date for payment, the Defaulting Party agrees to pay interest on that amount at the Default Rate. The interest accrues daily from (and including) the due date to (but excluding) the date of actual payment and is calculated on actual days elapsed and a year of 365 days.

The Defaulting Party agrees to pay interest under this clause on demand from the party to which the payment is owed (“Non-Defaulting Party”).

21.2 Compounding

Interest payable under clause 21.1 (“Obligation to pay interest”) which is not paid when due for payment may be added to the overdue amount by the Non-Defaulting Party at intervals which the Non-Defaulting Party determines from time to time or, if no determination is made, every 30 days. Interest is payable on the increased overdue amount at the Default Rate in the manner set out in clause 21.1 (“Obligation to pay interest”).

21.3 Interest following judgment

If a liability becomes merged in a judgment, the Defaulting Party agrees to pay interest on the amount of that liability as an independent obligation. This interest:

(a) accrues daily from (and including) the date the liability becomes due for payment both before and after the judgment up to (but excluding) the date the liability is paid; and

(b) is calculated at the judgment rate or the Default Rate (whichever is higher).

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The Defaulting Party agrees to pay interest under this clause on demand from the Non-Defaulting Party.

22 No undisclosed principals or undisclosed trusts

Except as expressly stated in writing in this agreement, no person enters into this agreement as an agent for any other person or as trustee of any trust or on behalf or for the benefit of any other person.

23 Nature of relationship

23.1 Relationship explained

The parties acknowledge and agree that this agreement does not:

(a) constitute a partnership, joint venture or, except as specifically provided for money coming into the hands of PBH on account of itself and CDEA or CDEA, a trust; or

(b) create a fiduciary relationship or any fiduciary duty by a party in favour of another party.

23.2 No duty to act to its detriment

Nothing at law, in equity, in this agreement or due to the relationship between CDEA and PBH arising from this agreement obliges PBH to act in a way which is to its detriment or requires PBH to account for any benefit it receives (other than as specifically required by this agreement).

23.3 Conflict of interest

The parties’ rights and remedies under this agreement may be exercised even if this involves a conflict of duty or a party has a personal interest in their exercise.

24 Notices

24.1 Form

Unless expressly stated otherwise in this agreement, all notices, certificates, consents, approvals, waivers and other communications in connection with any Transaction Document must be in writing, signed by the sender (if an individual) or an Authorised Officer of the sender and marked for the attention of the person identified in the Details or, if the recipient has notified otherwise, then marked for attention in the way last notified.

24.2 Delivery

They must be:

(a) left at the address set out or referred to in the Details;

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(b) sent by prepaid ordinary post (airmail if appropriate) to the address set out or referred to in the Details;

(c) sent by fax to the fax number set out or referred to in the Details; or

(d) given in any other way permitted by law.

However, if the intended recipient has notified in writing a changed postal address or changed fax number, then the communication must be to that address or number.

24.3 When effective

They take effect from the time they are received unless a later time is specified.

24.4 Receipt — post

If sent by post, they are taken to be received three days after posting (or seven days after posting if sent to or from a place outside Australia).

24.5 Receipt — fax

If sent by fax, they are taken to be received at the time shown in the transmission report as the time that the whole fax was sent.

24.6 Receipt —general

Despite clauses 24.4 (“Receipt — post”) and 24.5 (“Receipt — fax”), if they are received after 5.00pm in the place of receipt or on a non-Business Day, they are to be taken to be received at 9.00am on the next Business Day.

25 Assignment

25.1 No assignment

A party may not assign or otherwise deal with its rights under this agreement (other than by way of security) or allow any interest in them to arise or be varied in each case, without the consent of the other parties which consent must not be unreasonably withheld.

25.2 Transfer of Broken Hill Mine

PBH may not transfer title to the Broken Hill Mine to a third party unless such third party enters into a Deed of Assignment and Assumption in the form contained in Annexure A.

26 Manner of payment

Except as permitted by this agreement, each party agrees to make payments under this agreement:

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(a) in full without set-off or counterclaim, and without any deduction in respect of taxes unless prohibited by law; and

(b) in the currency in which the payment is due, and otherwise in Australian dollars in same day funds in the case of payments denominated in US$ and in any other case in immediately available funds.

27 Severability

If the whole or any part of a provision of this agreement is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this agreement or is contrary to public policy.

28 Entire agreement

This agreement constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.

29 No representations or warranties

Each party acknowledges that in entering into this agreement it has not relied on any representations or warranties about its subject matter except as expressly provided by the written terms of this agreement.

30 General

30.1 Discretion in exercising rights

A party may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this agreement expressly states otherwise.

30.2 Partial exercising of rights

If a party does not exercise a right or remedy fully or at a given time, the party may still exercise it later.

30.3 No liability for loss

A party is not liable for loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy under this agreement.

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30.4 Approvals and consents

By giving its approval or consent a party does not make or give any warranty or representation as to any circumstance relating to the subject matter of the consent or approval.

30.5 Remedies cumulative

The rights and remedies provided in this agreement are in addition to other rights and remedies given by law independently of this agreement.

30.6 Rights and obligations are unaffected

Rights given to the parties under this agreement and the parties’ liabilities under it are not affected by anything which might otherwise affect them by law.

30.7 Variation and waiver

A provision of this agreement or a right created under it, may not be waived or varied except in writing, signed by the party or parties to be bound.

30.8 No merger

The warranties, undertakings and indemnities in this agreement do not merge on termination of this agreement.

30.9 Indemnities

The indemnities in this agreement are continuing obligations, independent from the other obligations of the parties under this agreement and continue after this agreement ends. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this agreement.

30.10 Further steps

Each party agrees, at its own expense, to do anything the other party asks (such as obtaining consents, signing and producing documents and getting documents completed and signed):

(a) to bind the party and any other person intended to be bound under this agreement;

(b) to show whether the party is complying with this agreement.

30.11 Prompt performance

If this agreement specifies when the party agrees to perform an obligation, the party agrees to perform it by the time specified. Each party agrees to perform all other obligations promptly.

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30.12 Certificates

One party may give another party a certificate about an amount payable or other matter in connection with this agreement. The certificate is sufficient evidence of the amount or matter, unless it is proved to be incorrect.

30.13 Set-off

In addition to any other rights of set-off under this agreement or at law, at any time after an Event of Default, either party may set off any amount due for payment by them to the other party against any amount due for payment by that party to them under any Transaction Document.

30.14 Construction

No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, this agreement or any part of it.

[PROVISION OMITTED - SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

30.16 CDEA costs

PBH agrees with CDEA:

(a) to pay or reimburse CDEA for CDEA’s costs in enforcing or doing anything in connection with the CDEA Security, including legal Costs in accordance with any written agreement as to legal costs or, if no agreement, on whichever is the higher of a full indemnity basis or solicitor and own client basis; and

(b) PBH indemnifies CDEA against any liability or loss arising from, and any Costs incurred in connection with, any indemnity CDEA gives a Controller or administrator of PBH.

30.17 Inconsistent law

To the extent permitted by law, this agreement prevails to the extent it is inconsistent with any law.

30.18 Supervening legislation

Any present or future legislation which operates to vary the obligations of a party in connection with this agreement with the result that another party’s rights, powers or remedies are adversely affected (including, by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.

30.19 Amendment to Consumer Price Index formula

If either:

(a) the Consumer Price Index All Groups weighted average for the eight capital cities ceases to be published quarterly; or

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(b) the method of calculation of the Consumer Price Index All Groups weighted average for the eight capital cities substantially alters,

then the Consumer Price Index All Groups weighted average for the eight capital cities is to be replaced by the nearest equivalent index and any necessary consequential amendments are to be made. That index and those amendments are to be determined as follows:

(c) by agreement between the parties; or

(d) if the parties do not agree, by the Australian Statistician or his nominee (acting as an expert and not as an arbitrator), whose decision is binding and conclusive.

30.20 Counterparts

This agreement may consist of a number of copies, each signed by one or more parties to the agreement. If so, the signed copies are treated as making up the one document and the date on which the last counterpart is executed will be the date of the agreement.

31 Governing law

31.1 Governing law

This agreement is governed by the law in force in the place specified in the Details. Each party submits to the non-exclusive jurisdiction of the courts of that place.

31.2 Serving documents

Without preventing any other method of service, any document in an action may be served on a party by being delivered or left at that party’s address in the Details.

EXECUTED as an agreement

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Silver Sale Agreement

Schedule 1 —Tenements

TENEMENTS
Consolidated Mining Lease No. 4	1973
Consolidated Mining Lease No. 5	1973
Consolidated Mining Lease No. 6	1973
Consolidated Mining Lease No. 8	1973
Consolidated Mining Lease No. 9	1973
Consolidated Mining Lease No. 10	1973
Consolidated Mining Lease No. 11	1973
Consolidated Mining Lease No. 12	1973
Consolidated Mining Lease No. 13	1973
Mining Lease No. 1249	1973
Mining Lease No. 5885	1906
Exploration Licence 2513	1973
Exploration Licence 2743	1973
Exploration Licence 2921	1973
Exploration Licence 5614	1992
Exploration Licence 5879	1992
Exploration Licence 6167	1992
Exploration Licence 6386	1992
Exploration Licence 6447	1992
Exploration Prospecting Licence 2364	1973
Exploration Prospecting Licence 2379	1973
Exploration Prospecting Licence 3365	1973
Exploration Prospecting Licence 3661	1973

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Schedule 2 — Acknowledgments (clause 6.5)

Each of CDEA and Coeur acknowledges and agrees that:

(a) it has knowledge and experience in financial and business matters and mineral exploration, mining, processing and marketing and it is capable of evaluating the merits and risks associated with the purchase of the Silver Product by it and the provision of services by PBH under this agreement and it is aware of the actual and potential risks that are generally known within the lead, zinc and silver industries and the Australian mining industry and has relied on its own judgment and evaluation of the material disclosed to it by PBH and Perilya and on its own inspection and appraisal of the Business and the Assets;

(b) except as expressly described in this agreement, neither PBH, Perilya nor any person acting on behalf of or associated with PBH or Perilya has made any representation, given any advice or given any warranty or undertaking or promise of any kind in relation to the Business or Assets, the material disclosed to it by PBH or Perilya or this agreement;

(c) without limiting paragraph (b), no representation, no advice, no warranty, no undertaking and no promise is given in relation to:

(i) any economic, fiscal or other interpretations or evaluations by PBH or Perilya or any person acting on behalf of or associated with the PBH or Perilya or any other person; or

(ii) any future matters, including estimated, forecast or budgeted production, costs, prices, revenues or profits;

(d) without limiting paragraphs (b) or (c), no statement or representation:

(i) has induced or influenced CDEA to enter into this agreement or agree to any or all of its terms;

(ii) has been relied on in any way as being accurate by CDEA;

(iii) has been warranted to CDEA as being true; or

(iv) has been taken into account by CDEA as being important to CDEA’s decision to enter into this agreement or agree to any or all of its terms;

(e) it has relied absolutely on its own opinion and professional advice based upon its own independent analysis, assessment, investigation and appraisal and on the express warranties in its favour under this agreement in deciding to purchase the Silver Product and enter into this agreement;

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(f) as at the date of this agreement, PBH and Perilya have provided it with access to all information which CDEA considers necessary to enable it to make an informed decision to complete the transactions contemplated by this agreement (including the opportunity to make inquiries of, and receive responses from, PBH and Perilya in relation to or in connection with such information);

(g) it has competently and diligently carried out all relevant investigations (including the making of all relevant inquiries) and has examined and acquainted itself concerning:

(i) the contents, accuracy and sufficiency of the materials disclosed to it by PBH or Perilya;

(ii) all information which is relevant to the risks, contingencies and other circumstances which could affect its decision to enter into this agreement; and

(iii) all amounts payable by the parties under this agreement;

(h) any invitation to it by PBH or Perilya or any other person to consider the purchase of Silver Product, and the provision of information (whether written or oral) relating to the Business or the Assets (including the information contained or provided in the material disclosed by PBH or Perilya and any estimate or budget or opinion expressed in relation to the Business or the Assets) were made or expressed to and accepted by CDEA, and this agreement is entered into, on the basis and condition that, except as expressly provided in the express warranties in its favour under this agreement:

(i) neither PBH, Perilya nor any person acting on behalf of or associated with any of them:

(A) has made or makes any representation or warranty as to the accuracy or completeness of that information; or

(B) accepts any duty of care in relation to CDEA or Coeur in respect of the provision of that information; and

(ii) except as expressly provided in this agreement, no person will be under any liability to CDEA or Coeur or to any third party if, for any reason, that information is or becomes inaccurate, incomplete or misleading in any way;

(i) at the date of execution of this agreement, neither CDEA nor Coeur are aware, from their respective investigations of the Business or the Assets or otherwise, of any respect in which the express warranties in its favour under this agreement are inaccurate, or of any matter which might otherwise give rise to a claim by CDEA or Coeur against PBH or Perilya under this agreement; and

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(j) no representation or warranty is made by PBH or Perilya, and neither of PBH or Perilya will be liable in any way, in relation to:

(i) any Concentrate Sales Agreement;

(ii) the terms and conditions of any Concentrate Sales Agreement;

(iii) compliance by PBH, Perilya or any predecessor in title or counterparties, with the terms and conditions of any Concentrate Sales Agreement; and

(iv) whether any party to any of the Concentrate Sales Agreements is entitled to terminate any Concentrate Sales Agreement,

provided that nothing in this clause (j) affects PBH’s obligations under the terms of the Zinifex Concentrate Sales Agreement or any proposed replacement of the Zinifex Concentrate Sales Agreement;

(k) no representation or warranty is made by PBH or Perilya and neither of PBH or Perilya will be liable in any way, in relation to:

(i) the production capacity and production costs of Broken Hill Mine;

(ii) the historical or future production, sales, revenue or profits generated by Broken Hill Mine, the Assets, the Tenements or of the Business;

(iii) the state of maintenance, state of repair, condition or serviceability of any item of plant and equipment;

(iv) the quality, fitness for purpose or suitability of any item of plant and equipment; or

(v) the safety of any item of plant and equipment;

(l) as the title of PBH to the Tenements is under and subject to the Mining Act, that title is subject to all reservations, exceptions, conditions, powers and permitted encumbrances under the Mining Act and CDEA accepts the title of PBH to the Tenements is subject to those reservations, exceptions, conditions, powers and permitted encumbrances under the Mining Act;

(m) no representation or warranty is made by PBH or Perilya in relation to:

(i) the quantity or grade or ore reserves or accessible mineral resources in respect of the Tenements or the Business;

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(ii) the exploration potential in respect of the Tenements or the Business;

(iii) the quantity or grade of the stockpiles of the Business;

(iv) the activities which have taken place or which are taking place upon the Tenements and the costs, profits, losses, liabilities or obligations resulting from such activities;

(v) the likely costs of or returns from any of the Tenements;

(vi) the economic viability of any of the Broken Hill Mine or the prospects for the successful development of any of the Tenements;

(vii) the past, current or future environmental or rehabilitation obligations or liabilities in respect of the Tenements;

(viii) resource models in respect of the Tenements, or Business;

(ix) pit designs in respect of the Tenements, or Business; or

(x) whether all or any of the areas the subject of Tenements are the subject of native title or any native claim or sites to which the Native Title (New South Wales) Act 1994 (NSW), Part 6 of the National Parks and Wildlife Act 1974 (NSW) or the Aboriginal and Torres Strait Islander (Heritage Protection) Act 1984 (Cth) may apply; and

(n) neither of PBH or Perilya will be liable in any way in relation to:

(i) the quantity or grade of ore reserves and accessible mineral resources in respect of the Tenements or the Business;

(ii) the exploration potential in respect of the Tenements or the Business;

(iii) the quantity or grade of the stockpiles of the Business;

(iv) the costs, profits or losses resulting from the activities which have taken place or which are taking place upon the Tenements;

(v) the likely costs of or returns from any of the Tenements;

(vi) the economic viability of any of the Tenements or the prospects for the successful development of any of the Tenements;

(vii) resource models in respect of the Tenements, or Business;

(viii) pit designs in respect of the Tenements, or Business; or

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(ix) whether all or any of the areas the subject of Tenements are the subject of native title or any native claim or sites to which the Native Title (New South Wales) Act 1994 (NSW), Part 6 of the National Parks and Wildlife Act 1974 (NSW) or the Aboriginal and Torres Strait Islander (Heritage Protection) Act 1984 (Cth) may apply.

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Silver Sale Agreement

Signing page

DATED:______________________
SIGNED by                               as	)
attorney for PERILYA BROKEN	)
HILL LIMITED under power of	)
attorney dated                               in the	)
presence of:	)
	)
____________________________________________	)	____________________________________________
Signature of witness	)	By executing this agreement the attorney
	)	states that the attorney has received no
____________________________________________	)	notice of revocation of the power of
Name of witness (block letters)	)	attorney
EXECUTED by CDE AUSTRALIA PTY LTD in	)
accordance with section 127(1) of the	)
Corporations Act 2001 (Cwlth) by authority of	)
its directors:	)
	)
____________________________________________	)	____________________________________________
Signature of director	)	Signature of director/company secretary*
	)	*delete whichever is not applicable
____________________________________________	)	____________________________________________
Name of director (block letters)	)	Name of director/company secretary*
		(block letters)
		*delete whichever is not applicable

COEUR D’ALENE MINES CORPORATION

____________________________________________
Name: Dennis E. Wheeler

Title: Chairman, President & Chief Executive Officer

44

Annexure A (clause 25.2)

Deed of Assignment and Assumption

45

EX-10.2

Employment Agreement

        This Agreement is made effective on the 15th day of October, 2005, between Coeur d’ Alene Mines Corporation (“Company”), and James Duff (“Employee”).

WITNESSETH:

        In consideration of the mutual promises and covenants herein contained to be kept and performed by the parties hereto, the parties agree as follows:

1.     Employment. The Company agrees to, and hereby does, employ Employee as the President, South America Operations, and Employee accepts such employment, on the terms and conditions of this Agreement.

2.        Term Of Employment. The initial term of this Agreement shall be from October 15, 2005 through June 30, 2007, unless sooner terminated as herein provided. It is further agreed that this Agreement may be considered for a one year extension during the month of June, 2006, to the end that the parties will then be bound to a new two year term of this Agreement, ending June 30, 2008. It is understood, however, that termination can occur in accordance with the provisions of paragraph 7 below, notwithstanding anything to the contrary in this paragraph 2.

3.        Compensation. The Company shall pay to Employee during the duration of the term of this Agreement as follows:

    (a)        A base salary of $200,000 and a foreign service premium of 30% to result in total base salary of $260,000 annually, payable in equal monthly installments, which may be reviewed annually during any Agreement year, but which may not be decreased, and any higher salary to become the base salary for the purposes of this provision, it being understood, however, that failure to increase the salary shall not be grounds for termination of this Agreement;

    (b)        A stock grant by October 30, 2005 in the amount of 41,666 shares pursuant to the Coeur d’ Alene Mines Corporation’s 2003 Long Term Incentive Plan, with vesting to occur in full on March 11, 2006. Shares granted shall be priced as of the date of Grant, using the closing price on the preceding trading day.

    (c)        Such other compensation and benefits that may be made available by the Company in the discretion of the Board of Directors, consisting of bonuses, short-term and long-term incentive plans, pension plan, retirement plan, profit sharing plan, stock purchase plan and any other kind or type of incentive programs approved by the Board. It is understood that Employee shall be a participant in all compensation and benefit programs, both pension and welfare benefit plans, which exist for the executive staff of the Company; and

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    (d)        Employee shall be entitled to earn an annual incentive bonus during each calendar or partial year of this Agreement payable in cash pursuant to the Company’s Annual Incentive Plan (AIP) equal to no less than 40% of Employee’s then current annual salary, plus an additional 30% of annual salary for foreign premium, which, at the date of this Agreement, is the potential sum of $104,000 and a maximum of $208,000. In addition, Employee shall be entitled to earn a long-term incentive bonus, payable in cash and/or stock, stock options or other compensation under the Company’s Long Term Incentive Plan (LTIP) with a target level of 75%, plus 30% for foreign premium, or a potential $195,000. Such bonuses are at the discretion of the board of directors; and

    (e)        Employee will be eligible for a company paid vehicle in Bolivia; and

    (f)        Employee will be eligible for an expatriate housing allowance to be paid by the Company, consistent with current Company policies as modified from time to time, commencing upon reporting to the foreign location; and

    (g)        Payments will be made to Employee to assure that he will not pay more as a foreign company employee in income taxes than he would have paid as a U.S. employee; and

    (h)        Upon termination of this Agreement for any reason, Company will pay for repatriation.

4.        Duties. Employee, during the term of this Agreement, shall perform the duties usually and customarily associated with the office specified in paragraph (1) above and as assigned to Employee from time-to-time by the Coeur d’Alene Mines Corporation Chairman, President and Chief Executive Officer and as further specified in Employee’s job description as may be modified from time-to-time. As a part of Employee’s duties it is agreed that Employee will become familiar with and comply with Employee’s duties under the Sarbanes-Oxley laws and under the Company’s corporate governance policies, and Employee will promptly execute the necessary public filings and certify the contents of such documents on the date of their filing.

        Employee shall devote Employee’s best efforts and substantially all of Employee’s time during business hours to advance the interests of the Company. Employee shall not engage in business activity in competition with the Company. Notwithstanding the above, Company recognizes that Employee may remain associated, in a non-managerial role, with two publicly traded, junior mining company’s, specifically Little Squaw Gold Mining Company and American International Ventures. Employee’s continued affiliation shall not be a violation of this Agreement, however, should Employee’s role change with regard to his affiliation with the above named entities, Employee shall notify Company of the change in status.

5.        Vacation. Employee shall be entitled to four (4) weeks of vacation during each contract year of this Agreement commencing with the year 2005-2006, during which the compensation provided in this Agreement shall be paid in full. Employee shall be entitled to take accrued vacation time as it accrues during the course of any given year. Employee must normally use all vacation accrued in one employment year during the following employment year. Employee may not carry forward more than two weeks of vacation from any given employment year to the following employment year.

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6.        Disability. In the event Employee becomes disabled (inability or incapacity due to physical or mental illness or injury to perform Employee’s duties) during the term of this Agreement, which renders Employee unable to perform Employee’s duties, Employee shall be entitled to participate in the Company’s disability payment plan in effect at the time of the disability.

7.        Termination Of Employment. This Agreement shall be terminated as follows:

    (a)        In accordance with paragraph 2 above upon the expiration of the term of this Agreement or any extension thereof;

    (b)        Upon the death of Employee;

    (c)        By mutual agreement of the parties;

    (d)        Upon disability of Employee, when such disability renders Employee unable to perform Employee’s duties for more than 90 continuous days;

    (e)        By the Company without giving any reason for termination, but with the understanding that the compensation provided herein, except for participation in the 401K & Defined Contribution Plan; and the life insurance, accidental death and dismemberment and disability insurance benefits (the “Excluded Benefits”), but including the base compensation, vehicle allowance, target annual incentive bonus and the long term incentive bonus if Employee is so entitled (it being understood, however, as to the incentive plans the Plan documents control the Employee’s rights) (“Included Benefits”), shall be paid or provided in full to Employee in accordance with this Agreement, for the period of the remaining duration of this Agreement. It is agreed that the Company may set-off against the compensation and Included Benefits due to Employee under this subparagraph any items of like compensation which Employee receives from other employment after the date of termination, there being no affirmative obligation for Employee to obtain other employment following termination;

    (f)        By the Company “For Cause”. For purposes of this Agreement, any of the following constitutes For Cause termination:

(i) failure to perform Employee’s duties, as defined below, after having received from the Company written documentation that Employee’s duties are not being performed, which written documentation shall specify how performance is deficient, and Employee then fails to resume satisfactory performance promptly after receipt of such documentation and failure of performance is not satisfactorily rectified, or

(ii) a serious and substantial failure to perform Employee’s duties, which failure is so obvious and so harmful to Company that written documentation and an opportunity to rectify conduct need not be afforded by Company to Employee, or

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(iii) a conviction of, or plea of nolo contendere to, a felony, or engagement in illegal conduct which may not constitute a felony but which is injurious to the Company, in either such case Company need not allow Employee to rectify nonperformance, or

(iv) a material breach of Employee’s obligations under the “Confidentiality Agreement’ as described in section 8 herein.

        For purposes of this provision, Failure To Perform duties in section (f)(i) above includes, but is not limited to; misfeasance or nonfeasance of duty which was intended to, or does in fact, injure the Company’s reputation or its business or relationships; willful and continued failure of Employee to substantially perform his duties under this Agreement (except by reason of physical or mental disability, which is dealt with in paragraph 7(d) above); personal dishonesty in the performance of Employee’s duties; and/or material breach by Employee of the covenants contained in paragraph 4 above;

    (g)        Upon change in control of Company, as “Change in Control” is defined in the so-called Change in Control Agreement between Company and Employee, a copy of which is attached hereto as Attachment A, and which will be executed by the parties hereto when this Agreement is executed by them. In the event of termination for this reason, Employee’s and Company’s rights with respect to compensation and all other matters related to employment shall be as specified in the Change in Control agreement, and not this Agreement; and

    (h)        Upon the insolvency or dissolution of the Company; and

    (i)        By Employee for “Good Reason”. For purposes of this Agreement, Good Reason is defined to mean any of the following;

(i) a material reduction in Employee’s responsibilities, authorities or duties compared to those in existence on the effective date of this Agreement which is evidence of the duties contemplated by paragraph 4; or

(ii) failure of the Company to pay to Employee any amount otherwise vested and due under this Agreement or under any plan or policy of the Company,

which failure in either (i) or (ii) above is not cured within five days from receipt by the Company of written notice from Employee which specifies the details of the failure.

In the event of termination of this Agreement for any of the reasons specified above other than item (e) regarding termination by the Company without giving any reason, Employee shall be entitled to be paid his base salary prorated for the calendar year to the date of termination. All other benefits, if any, following such termination shall be paid in accordance with the plans, policies and practices of the Company which are in effect on the date of termination. As to termination in accordance with item (e) above, Employee shall be paid in accordance with that subparagraph.

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8.        Confidentiality. Employee agrees to keep information acquired in connection with Employee’s employment confidential, in accordance with the Confidentiality Agreement which is attached to this Agreement, marked Attachment B, to be executed by Employee when this Agreement is executed. With respect to confidentiality, Attachment B controls the rights, duties and obligations of the parties, rather than this paragraph 8.

9.        Specific Performance. Employee understands that the obligations undertaken by Employee as set forth in this Agreement are unique, and that Company will likely have no adequate remedy at law in the event such obligations are breached. Employee therefore confirms that Company has the right to seek specific performance if Company feels such remedy is essential to protect the rights of Company. Accordingly, in addition to any other remedies which Company might have in law or equity, it shall have the right to have all obligations specifically performed, and to obtain injunctive relief, preliminary or otherwise, to secure performance. Employee agrees that the arbitration provision below will not be used to assert dismissal of an action in court for injunctive relief, and agrees that the availability of arbitration is not intended by the parties to prevent Company from seeking specific performance and injunctive relief.

10.        Arbitration. The Company and Employee will attempt to resolve any disputes under this Agreement by negotiation. If any matter is not thereby resolved, within 30 days after written notice by either party to the other, any dispute or disagreement arising out of or relating to this Agreement, or the breach of it, will be subject to exclusive, final and binding arbitration before one arbitrator to be conducted in Coeur d’Alene, Idaho in accordance with the Uniform Arbitration Act of the State of Idaho and the applicable laws of the State of Idaho governing arbitration of disputes. The parties to this Agreement specifically acknowledge that any such dispute under this Agreement, even though this Agreement is between an employer and an employee, is subject to said Act. Each party hereby submits to the exclusive jurisdiction of the state courts in Kootenai County, Idaho if it is necessary to proceed in court to enforce this paragraph 10.

11.        Other Items. The parties also agree:

    (a)        This Agreement shall not be amended or modified in any way unless the amendment or modification is in writing, signed by the parties. There shall be no oral modification of this Agreement.

    (b)        No provision of this Agreement shall be waived by conduct of the parties or in any other way.

    (c)        This Agreement and its validity, interpretation, construction and performance shall be governed by the laws of the State of Idaho.

    (d)        Employee acknowledges that he received upon execution of this Agreement a copy of the Company’s Insider Trading Policy, Attachment C.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

Coeur d'Alene Mines Corporation

By   /s/ Dennis Wheeler

   /s/ James K. Duff
   Employee- James Duff

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Exhibit A: Change in Control Agreement

7

CHANGE IN CONTROL AGREEMENT

        THIS AGREEMENT, dated as of October 15, 2005, is made and entered into between Coeur d’Alene Mines Corporation (“Company”) and James K. Duff (the “Executive”) and is made in light of the following circumstances:

    A.        The Company recognizes the valuable services that the Executive will render and desires to be assured that the Executive will continue his active participation in the management and business of the Company; and

    B.        The Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its shareholders, and the Company recognizes the existence and continued likely existence of possible change in control of the Company, as defined below, causing uncertainty among management and resulting in the possible departure or distraction of members of management to the detriment of the Company and its shareholders; and

    C.        The Executive is willing to serve the Company, but desires assurance that in the event of any such change in control of the Company, he will be protected against the financial impact of an unexpected termination.

        NOW, THEREFORE, the Company agrees that the severance benefits described below will be provided, subject to the terms and conditions set forth below, to the Executive in the event the employment of the Executive with the Company or its subsidiaries is terminated subsequent to a change in control of the Company, as defined below, under the circumstances described below:

1.        Company’s Right to Terminate. During the Term of Agreement, as defined below, the Executive agrees, so long as he continues to be employed as an officer of the Company or any of its subsidiaries, to continue to perform his regular duties as such officer of the Company in accordance with the Employment Agreement dated as of July 1, 2005. Notwithstanding the foregoing, the Company may terminate the employment of the Executive at any time, subject to providing the benefits hereinafter specified in accordance with the terms hereto and subject to all terms and conditions of the Employment Agreement of July 1, 2005.

2.        Effective Date. The “Effective Date” shall be the date of this Agreement as above set forth.

3.        Term of Agreement. This Agreement shall have a termination date which is identical to the Employment Agreement and shall continue from day-to-day until terminated in accordance with the termination provisions of the Employment Agreement, unless a change in control of the Company, as defined below, shall have occurred prior to that date, in which event it shall continue in effect during the two (2) year period immediately following such change in control as provided herein.

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4.        Change in Control. No benefits shall be payable hereunder unless there shall have occurred a Change in Control of the Company, as defined below, and the employment of the Executive by the Company shall have been thereafter terminated in the manner described in Section 5 hereof. For purpose of this Agreement, a Change in Control of the Company (“Change in Control”) shall mean and be determined to have occurred in the following instances:

(i) any organization, group or person (“Person”) (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended)(the “Exchange Act”) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the then outstanding securities of the Company; or

(ii) during any two-year period, a majority of the members of the Board serving at the Effective Date of this Agreement is replaced by directors who are not nominated and approved by the Board; or

(iii) a majority of the members of the Board is represented by, appointed by or affiliated with any Person whom the Board has determined is seeking to effect a Change in Control of the Company; or

(iv) the Company shall be combined with or acquired by another company and the Board shall have determined, either before such event or thereafter, by resolution, that a Change in Control will or has occurred.

5.        Termination Following Change in Control. If a Change in Control shall have occurred, the Executive shall be entitled to the benefits provided in Section 6 hereof upon the subsequent involuntary termination, whether actual or constructive, as defined below, of the employment of the Executive within the two (2) year period immediately following such Change in Control, for any reason other than termination for cause, disability, death, normal retirement or early retirement. For the purposes of this section:

(a)         “Constructive Involuntary Termination” shall mean voluntary termination of employment by the Executive as a result of a significant change in the duties, responsibilities, reporting relationship, job description, compensation, perquisites, office or location of employment of Executive without the written consent of the Executive.

(b)         “Cause” shall mean termination of employment on account of (i) fraud, misrepresentation, theft or embezzlement, (ii) intentional violation of laws involving moral turpitude or which is materially injurious to the Company, (iii) willful and continued failure by the Executive substantially to perform his or her duties with the Company or its subsidiaries (other than failure resulting from the Executive’s incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Executive by the President or the Chairman of the Board of the Company, which demand specifically identifies the manner in which the Executive has not substantially performed his or her duties.

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(c)         “Disability” shall mean inability or incapacity, due to physical or mental illness, of the Executive to perform his or her duties with the company for a period of three continuous months.

        Any termination of the employment of the Executive by the Company shall be communicated by a written notice of termination addressed to the Executive and any termination of the employment of the Executive by the Executive, except by death, shall be communicated by a written notice of termination addressed to the President or Chairman of the Board of the Company. The notice of termination shall specify the date of termination (“Date of Termination”) and the characterization of the termination.

6.        Benefits Upon Termination. If the Executive’s employment by the Company shall be terminated as provided in Section 5 hereof, other than for cause, disability or death, the Executive shall be entitled to the benefits provided below:

(a)        Base Salary and Bonuses. The Company shall continue to compensate the Executive at his or her full annual base salary at the rate in effect immediately prior to the termination of the employment of the Executive, and to pay short-term and long-term bonuses at target levels pursuant to the Company’s then current Long-Term Incentive Plan, for the period of two (2) years following actual involuntary termination or Constructive Involuntary Termination, if such termination occurs during the period in which this Agreement is in effect (the “Salary Continuance Period”). Benefits paid in accordance with this Subsection 6(a) shall not be reduced in the event the Executive is employed elsewhere during this time period, or by reason of death or disability.

(b)        Medical and Dental Benefits; Long-term Disability Benefits. The Company shall maintain in full force and effect from the Date of Termination through the end of the Salary Continuance Period, all medical and dental benefits and all long term disability benefits in which the Executive was entitled to participate immediately prior to the Date of Termination, to the same extent as if the Executive had continued to be an employee of the Company during the Salary Continuance Period, provided that such continued participation is feasible under the general terms and provisions of such plans and programs. To the extent such continued participation is not feasible, the Company shall arrange to provide the Executive with substantially the same benefits as those to which he or she would have been entitled to receive under such plans and programs. All such medical and dental benefits shall be subject to the group health plan continuation coverage requirements as provided in Section 162(d) of the Internal Revenue Code of 1986, as amended (The “Code”). All such medical and dental benefits shall be discontinued upon employment by the Executive with another company and the commencement of coverage of the Executive pursuant to a long-term disability plan of such new employer.

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(c)         Stock Options. In the event of a Change in Control, all outstanding stock options, stock appreciation rights, restricted stock, performance plan awards and performance shares granted by the Company to the Executive under the Company’s Long-Term Incentive Plan shall become immediately exercisable in full and otherwise vest 100% in accordance with the subject to the provisions under Section 13 of such Long-Term Performance Plan.

(d)        Retirement Benefits.

(1)        Defined Contribution Plans. The Company shall not use the provisions of any defined contribution plan to deny a lump sum option to the Executive unless this occurs under uniform treatment applicable to all plan participants.

(2)        Defined Benefit Plan. The Executive shall be entitled to continued credit for years of service under the defined benefit plan of the Company from the date of Termination through the Salary Continuance Period, and any compensation paid to the Executive pursuant to subsection 6(a) above shall be treated as salary compensation for purposes of such plan. To the extent that such augmentation of the defined benefit plan is not possible under such plan, the Company shall pay the Executive an amount equal to the present value of such augmentation, or arrange to provide the Executive with substantially the same benefit.

(e)        Certain Executive Reimbursement. The Company shall pay the Executive an amount necessary to reimburse the Executive for all legal fees and expenses incurred by the Executive as a result of the Change in Control of the company and such termination of employment, including any fees and expenses incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement; provided, however, that the Company shall be obliged only to pay amounts necessary to reimburse the Executive for legal fees and expense incurred by the Executive with respect to any claim or claims made by him as to which he shall substantially prevail in litigation relating thereto against the Company.

        The payment provided for in subsection 6(a) hereof shall be subject to applicable payroll or other tax required to be withheld by the Company. Payments to the Executive hereunder shall be considered severance pay in consideration of past service and his or her continued service after the date of this Agreement. The payment provided for in subsection 6(d)(1) hereof shall be made to the Executive within five (5) business days after the Date of Termination. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, and expect as provided in subsection 6(b) above, the amount of any payment provided for in this Section 6 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer after the Date of Termination, or otherwise.

7.        Limitation on Payments. If the severance payments provided for under this Agreement, either alone or together with other payments which the Executive would have the right to receive from the Company, would constitute a “parachute payment,” as defined in Section 280G(a) of the Code as in effect at the time of payment, such payment shall be reduced to the largest amount as will result in no portion being subject to the excise tax imposed by Section 4999 of the Code or the disallowance of a deduction by Company pursuant to Section 280G of the Code. The determination of the amount of any reduction under this section, and the plan and payment to which such reductions shall apply, shall be made in good faith by the Executive and such determination shall be binding on the Company.

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8.        Successor; Binding Agreement

(a)        The Company will require any successor (whether direct or indirect) by purchase, merger, consolidation or otherwise, to all or substantially all of the business or assets of the Company by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

(b)        This Agreement shall inure to the benefit of and be enforceable by the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees of the Executive. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the devisee, legatee or other designee or, if there be no such designee, to the estate of the Executive.

9.        Notices. For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed:

if to the Company:	Chairman and Chief Executive Officer
	Coeur d' Alene Mines Corporation
	505 Front Avenue
	Coeur d' Alene, ID 83814
if to the Executive:	James K. Duff

or to such other address as either party may have furnished to the other in writing in accordance herewith except the notice of change of address shall be effective only upon receipt.

10.        Miscellaneous. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and on behalf of the Company by the President, the chairman of the Board or such other officer as may be specifically designated by the Board. No waiver by either party there of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior to subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. This Agreement shall not supersede or in any way limit the rights, duties or obligations the Executive may have under any other written agreement with the Company. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Idaho.

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11.        Severability. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

12.        Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Coeur d’ Alene, Idaho in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first-above written.

THE COMPANY	COEUR D' ALENE MINES CORPORATION
	/s/ Dennis K.Wheeler
	Dennis E. Wheeler
	Chairman & CEO
THE EXECUTIVE	/s/ James K. Duff
	Title: South American Operations

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Exhibit B: Confidentiality Agreement

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Exhibit C: Coeur d’ Alene Mines Corporation Insider Trading Policy

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EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Dennis E. Wheeler, certify that:

1.     I have reviewed this Form 10-Q of Coeur d’Alene Mines Corporation;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

    a)        designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

    b)         designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

    c)         evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, and

    d)         disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

    a)          all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

    b)          any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 9, 2005	By:  /s/ Dennis E. Wheeler
	Dennis E. Wheeler

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, James A. Sabala, certify that:

1.     I have reviewed this Form 10-Q of Coeur d’Alene Mines Corporation;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

    a)         designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

    b)         designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

    c)         evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, and

    d)         disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

    a)         all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

    b)         any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 9, 2005	/s/ James A. Sabala
	James A. Sabala

EX-32.1

Exhibit 32.1

Written Statement of the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chairman, President and Chief Executive Officer of Coeur d’Alene Mines Corporation (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2005 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Dennis E. Wheeler
Dennis E. Wheeler
November 9, 2005

EX-32.2

Exhibit 32.2

Written Statement of the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Executive Vice President and Chief Financial Officer of Coeur d’Alene Mines Corporation (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2005 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James A. Sabala
James A. Sabala
November 9, 2005