8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 24, 2013

Coeur Mining, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-8641	82-0109423
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

505 Front Ave., P.O. Box “I”

Coeur d’Alene, Idaho, 83816

(Address of Principal Executive Offices)

(208) 667-3511

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 8.01 below pertaining to the NSR Agreement is incorporated herein by reference.

Item 8.01. Other Events.

On June 24, 2013, Coeur Rochester, Inc. (“CRI”), a wholly owned subsidiary of Coeur Mining, Inc. (the “Company” or “Coeur”), entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Rye Patch Gold US Inc., a Nevada corporation (“Rye Patch Gold US”), and Rye Patch Gold Corp., a British Columbia corporation (together with Rye Patch Gold US, “RPG”). The closing of the transactions contemplated by the Settlement Agreement (the “Closing”) occurred on June 27, 2013.

At the Closing, in accordance with the terms of the Settlement Agreement, all disputes among CRI and RPG regarding competing mining claims located by each of the parties on or adjacent to the property encompassed by CRI’s Rochester gold and silver mine, in Pershing County, Nevada (the “Rochester Mine”) (the “Claims”) were mutually released and CRI and RPG agreed to take necessary actions to cause all currently pending litigation involving the parties associated with the Claims to be dismissed with prejudice. In addition, CRI acquired all RPG mining claims in dispute with CRI claims, in exchange for (1) a $10 million cash payment, (2) the entry into a Net Smelter Returns Royalty Agreement between Rye Patch Gold US and CRI (the “NSR Agreement”), and (3) granting RPG an option to acquire CRI’s federal patented mining claim called “Blue Bird”, which must be exercised, if at all, within 10 days after Closing.

The NSR Agreement grants to Rye Patch Gold US a 3.4% net smelter returns royalty (the “NSR”) on up to 39.4 million silver equivalent ounces produced and sold from the Rochester Mine beginning January 1, 2014, payable in cash on a quarterly basis. For each calendar quarter, the NSR will be payable on the actual sales prices received at the time of sale (exclusive of gains or losses associated with trading activities), less refining costs, of gold and silver produced and sold from the Rochester Mine. Under the terms of the NSR Agreement, the NSR is transferable by Rye Patch Gold US after January 1, 2014, but only to an unaffiliated royalty and streaming company. The NSR Agreement also provides that CRI has a right of first refusal to acquire the NSR if Rye Patch Gold US receives a bona fide proposal to acquire the NSR from a third party.

The foregoing descriptions of the Settlement Agreement and the NSR Agreement do not purport to be complete and are subject to, and are qualified in their entirety by, reference to the copies of the Settlement Agreement and the NSR Agreement, which are attached as Exhibits 99.1 and 99.2 hereto, respectively, and incorporated herein by reference.

A copy of the press release issued by the Company on June 25, 2013 announcing the entry into the Settlement Agreement is attached as Exhibit 99.3 hereto and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

The information contained in this Current Report on Form 8-K and the exhibits attached hereto contain forward-looking statements within the meaning of securities legislation in the United States and Canada, including, among others, Coeur’s expectations with respect to the Settlement Agreement, the NSR Agreement, production levels, mineral reserve growth, exploration results and planned expansions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Coeur’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the risks and hazards inherent in the mining business (including environmental hazards, industrial accidents, weather or geologically related conditions), changes in the market prices of gold and silver, the uncertainties inherent in Coeur’s production,

exploratory and developmental activities, including risks relating to permitting and regulatory delays and disputed mining claims, any future labor disputes or work stoppages, the uncertainties inherent in the estimation of gold and silver ore reserves, changes that could result from Coeur’s future acquisition of new mining properties or businesses, reliance on third parties to operate certain mines where Coeur owns silver production and reserves, the loss of any third-party smelter to which Coeur markets silver and gold, the effects of environmental and other governmental regulations, the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries, Coeur’s ability to raise additional financing necessary to conduct its business, make payments or refinance its debt, as well as other uncertainties and risk factors set out in filings made from time to time with the SEC, and the Canadian securities regulators, including, without limitation, Coeur’s reports on Form 10-K and Form 10-Q. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. Coeur disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Coeur undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of Coeur, its financial or operating results or its securities.

Item 9.01. Financial Statements and Exhibits.

(d) List of Exhibits

Exhibit No.	Description
Exhibit 99.1	Settlement Agreement and Mutual Release dated as of June 24, 2013, by and among Coeur Rochester, Inc. and Rye Patch Gold US Inc. and Rye Patch Gold Corp.
Exhibit 99.2	Net Smelter Royalty Agreement dated as of June 27, 2013, by and among Coeur Rochester, Inc. and Rye Patch Gold US Inc.
Exhibit 99.3	Press Release dated June 25, 2013.

SIGNATURE

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 hereunto duly authorized.

		COEUR MINING, INC.
Date:	June 28, 2013	By:	/s/ Casey M. Nault
		Name:	Casey M. Nault
		Title:	Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
Exhibit 99.1	Settlement Agreement and Mutual Release dated as of June 24, 2013, by and among Coeur Rochester, Inc. and Rye Patch Gold US Inc. and Rye Patch Gold Corp.
Exhibit 99.2	Net Smelter Royalty Agreement dated as of June 27, 2013, by and among Coeur Rochester, Inc. and Rye Patch Gold US Inc.
Exhibit 99.3	Press Release dated June 25, 2013.

EX-99.1

Exhibit 99.1

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement (“Agreement”) is made and entered into as of June 24, 2013, by and among Coeur Rochester, Inc., a Delaware corporation (hereafter “CRI”) and Rye Patch Gold US Inc., a Nevada corporation, and Rye Patch Gold Corp., a British Columbia corporation (collectively “RPG”). CRI and RPG may be referred to herein individually as a “Party” or collectively as the “Parties.”

R E C I T A L S

A. The Parties to this agreement are presently involved in a dispute regarding competing mining claims located by each of the Parties on or adjacent to the property encompassed by the Rochester Mine, in Pershing County Nevada, which were located during the time period beginning in October of 2011 and ending in September of 2012.

B. The Parties are presently litigating this dispute in the Sixth Judicial District Court, in Pershing County, Nevada, Case No. CV 11-11231, consolidated with Case No. CV11-03482 file in the Second Judicial District Court (collectively described herein as “District Court Cases”).

C. The District Court Cases arise from the Parties’ claim for relief to quiet title and other related claims for relief to the mining claims located in Pershing County, Nevada.

D. The Parties are also presently involved in a proceeding regarding RPG’s Petition for Writ of Mandamus, Docket No. 61663, before the Nevada Supreme Court (the “Writ Proceeding”).

E. The District Court Cases and the Writ Proceeding are collectively referred to herein as “the Litigation.”

F. The Parties have entered into settlement discussions in an effort to completely resolve the Litigation. The Parties have signed a Memorandum of Understanding dated June 7, 2013 which this Agreement supersedes. The Parties now desire to compromise, settle, release, and resolve all of their respective disputes, which were brought or could have been brought by the Parties in the Litigation and to release any and all claims that they have or may have against each other, all upon the terms and conditions described in this Agreement.

G. In consideration for such a settlement, CRI wishes to acquire all of the RPG Mining Claims in exchange for the Cash Payment, the conveyance of the Net Smelter Returns Royalty, and the patented Blue Bird Claim to RPG (as each such term is defined herein).

H. The Parties are well informed concerning the value of the RPG Mining Claims, the Net Smelter Returns Royalty, and the Blue Bird Claim.

I. In executing this Agreement and providing the performances set forth herein, neither party is acting under any duress, undue influence, misapprehension nor misrepresentation by the other.

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J. This Agreement is intended to constitute the Definitive Agreement, as described and contemplated by the Memorandum of Understanding.

NOW THEREFORE in consideration of the above recitals and in reliance thereon and on making and accepting the terms, conditions, and performances provided herein, and consideration of the premises, covenants, agreements, warranties, and representations set forth herein, the receipt and adequacy of which is hereby acknowledged by the Parties, CRI and RPG hereby covenant, agree, warrant, and represent as follows:

1. Settlement of the Litigation.

(a) On or before the Closing, the Parties shall cause their counsel to enter into a joint Stipulation to Dismiss With Prejudice, which provides for the District Court’s dismissal of the District Court Cases with prejudice. The Stipulation to Dismiss With Prejudice shall be in the form of Exhibit 1 attached to this Agreement. Each Party shall bear its fees and costs incurred in the Litigation, the preparation and filing of the Stipulation to Dismiss with Prejudice, and the completion of the actions necessary to cause the Litigation to be dismissed. The Stipulation to Dismiss With Prejudice shall be delivered in accordance with Section 6.

(b) The Stipulation to Dismiss With Prejudice shall satisfy paragraph 10 of the Confidentiality Stipulation filed in the Litigation on July 25, 2012 and the parties, their agents and their counsel shall perform their duties as provided therein to return Confidential Information as defined in the Confidentiality Stipulation, except as provided in paragraph 6(e) of this Agreement.

(c) The parties shall not engage in further discovery proceedings or take any other action in the Litigation before to the Closing Date, except as otherwise agreed by the parties or as the parties are instructed by the Sixth Judicial District Court or the Nevada Supreme Court. If the Nevada Supreme Court, the District Court or the Special Master initiate any action in the Litigation before the Closing, counsel for the parties jointly shall execute and file such papers and stipulations as are necessary to request that the Nevada Supreme Court, District Court and the Special Master take no further actions or conduct any further proceedings in the Litigation pending the Closing.

2. Acquisition of the RPG Mining Claims. RPG shall transfer to CRI all of RPG’s right, title, and interest in and to the RPG Mining Claims at Closing. The transfer shall include all of the improvements located on the RPG Mining Claims, to the extent that RPG has any ownership interest in such improvements, and appurtenances pertaining to the RPG Mining Claims, including any right, title, and interest of RPG in and to all RPG Mining Claims Data, and all data, reports, drill logs, core and chip samples and other records that have not previously been delivered to CRI, permits, licenses, authorizations, approvals, maps, studies, and plans specific to the RPG Mining Claims. RPG’s conveyance of the RPG Mining Claims shall not include any water rights or water resources appurtenant to any unpatented mining claims or property interests except the RPG Mining Claims. On the date of Closing, CRI shall assume all of the liabilities and obligations of RPG in respect of, arising from, or relating to the conditions, operations or activities on the RPG Mining Claims, including any liabilities for or arising from reclamation or restoration of the RPG Mining Claims which were required to be performed before or after the

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Closing Date, whether or not such obligations and liabilities relate or related to the period before or after the Closing Date, and all obligations and liabilities in respect of any other environmental matters as required by any federal, state, local or other governmental agency or authority, including, specifically, RPG’s liabilities and obligations under the Bureau of Land Management (“BLM”) Notice of Intent to Operate, BLM Serial No. NVN0906272 (Mystic Drilling) and Serial No. NVN090673 (Northwest Rochester)(collectively “the Notices”). CRI shall use its best efforts to secure within ninety (90) days following the Closing Date (or such later date due to delays as a result of responses, or lack of responses, from any applicable government entity) the substitution or replacement of the bonds or other financial assurances currently in place on behalf of RPG in respect of the RPG Notices of Intent with CRI’s bonds, letters of credit or other financial assurances in accordance with applicable laws and regulations. CRI will forward to RPG any bond or other financial security belonging to RPG, if received by CRI, upon such substitution or replacement. RPG shall assign the Notices to CRI in a manner substantially similar to Exhibit 9, Assignment and Assumption.

3. Cash Payment. On the Closing Date, CRI shall pay to Rye Patch Gold US Inc. or its designee the sum of Ten Million Dollars ($10,000,000.00) (the “Cash Payment”). The Cash Payment shall be paid by wire transfer to the account of RPG pursuant to the following wire instructions, unless the Closing Date is a Saturday, Sunday or other date on which commercial banks in Reno, Nevada are either required or authorized to be closed, in which case CRI shall make the Cash Payment by certified check:

Bank of America

5005 Pyramid Lake Road

Sparks, NV 89436

775 425 1500

Routing No.: 026009593

Account No.: 005011039405

Name on account is Rye Patch Gold US Inc.

4. Net Smelter Returns Royalty Agreement. At Closing, CRI shall grant to Rye Patch Gold US Inc., or its designee, a production royalty equal to 3.4% of the gross revenue, less refining costs, of gold and silver produced and sold from the Rochester Mine (the “Net Smelter Returns Royalty”) pursuant to the terms of the Net Smelter Returns Royalty Agreement in the form attached hereto as Exhibit 2. CRI shall use its reasonable best efforts to cause a Mineral Production Royalty Recognition Agreement (the “Recognition Agreement”) by and among RPG, CRI and Wells Fargo Bank, National Association, as administrative agent (the “Agent”) for the lenders party to the Credit Agreement dated as of August 1, 2012 (as amended from time to time, the “Credit Agreement”), by and among Coeur Alaska, Inc. and CRI, as borrowers, Coeur Mining, Inc., the lenders party thereto (“Lenders”) and the Agent, as administrative agent for the Lenders, as secured by the Fee and Leasehold Deed of Trust With Power of Sale, Assignment of Production, Assignment of Leases and Rents, Security Agreement, Financing Statement, and Fixture Filing, dated as of August 1, 2012, made by CRI in favor of the Agent and recorded on August 22, 2012, in the Office of the Pershing County Recorder Official Records in Roll 485, Page 185, Document 480776 (the “Deed of Trust”), which encumbers certain CRI property to which the Net Smelter Returns Royalty will attach, to be executed and delivered by the Agent on behalf of the Lenders. The Recognition Agreement shall be in the form of Exhibit 12 attached to this Agreement.

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5. Transfer of Patented Blue Bird Lode Mining Claim.

(a) At RPG’s election, at Closing, CRI will grant, convey, transfer and assign to Rye Patch Gold US Inc., or its designee, all of CRI’s right, title and interest in and to that certain patented lode mining claim identified as the “Blue Bird”, Patent No. 604728, Mineral Survey No. 4252, located in the SW1/4 of Section 18, T.28N., R.34E, and containing approximately 19.39 acres, more or less (the “Blue Bird Claim”). RPG’s election to acquire the Blue Bird Claim shall be waived, if not exercised on or before ten days after Closing.

(b) CRI is presently prosecuting a quiet title action styled Coeur Rochester, Inc. v. Friedman, et al., Case No. CV13-00552, Dept. No. 3, in the Second Judicial District Court in and for the County of Washoe, State of Nevada (the “Blue Bird Quiet Title Action”). On the parties’ execution of this Agreement, CRI and its counsel shall make available to RPG and its counsel all title opinions and reports, title records and other evidence of information regarding the Blue Bird Quiet Title Action and the pleadings and papers filed in the Blue Bird Quiet Title Action, subject to the Confidentiality Stipulation. If RPG elects to acquire the Blue Bird Claim, on or before Closing CRI and RPG will cause their counsel to execute a substitution of RPG as the real party interest in the Blue Bird Quiet Title Action by which RPG is substituted as the plaintiff in the Blue Bird Quiet Title Action and an appearance of RPG’s counsel for RPG in the Blue Bird Quiet Title Action. The substitution of RPG and the appearance of RPG’s counsel shall be in the forms of Exhibits 3 and 4, respectively, attached to this Agreement. If RPG elects to acquire the Blue Bird Claim, on or before Closing, CRI shall execute a Grant, Bargain and Sale Deed transferring its rights, title, and interest in and to the Blue Bird Claim to RPG in the form of Exhibit 5 attached to this Agreement and a Declaration of Value in the form of Exhibit 7 attached to this Agreement. The Grant, Bargain and Sale Deed and Declaration of Value shall be delivered in accordance with Section 6. RPG undertakes no liability or obligation to continue to prosecute the Blue Bird Quiet Title Action, and RPG shall have the exclusive discretion and right to dismiss or otherwise cause the dismissal of the Blue Bird Quiet Title Action at any time. If RPG does not timely elect to acquire the Blue Bird Claim, CRI shall have no obligation to convey title to the Blue Bird Claim or to deliver the Grant, Bargain and Sale Deed and Declaration of Value described in Sections 6(b)(i) and (ii), respectively.

(c) The Blue Bird Claim is subject to the Deed of Trust. CRI will use its best reasonable efforts to obtain from the Agent a partial release of the Deed of Trust for the Blue Bird Claim.

6. Closing. The term “Closing” shall mean the completion of the terms of this Agreement including the purchase, exchange of money and documents, recording of deeds, and delivery of possession of real and personal property. The Closing shall take place within three (3) days after execution of this Agreement by all parties or such later date as the parties may mutually agree in writing (“Closing Date”).

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The parties are obligated under this Agreement to execute and deliver the documents described below (collectively the “Closing Documents”) on or before the Closing and shall take the actions described below on or after the Closing:

(a) RPG shall deliver to the law firm of Parsons Behle & Latimer, 50 West Liberty Street, Suite 750, Reno, Nevada 89501 the following instruments:

(i) An executed original Grant, Bargain and Sale Deed for the RPG Mining Claims in the form of Exhibit 7 attached to this Agreement and a Declaration of Value in accordance with NRS 375.060 in the form of Exhibit 8 attached to this Agreement. CRI shall also execute the Declaration of Value.

(ii) Two executed originals of the Net Smelter Returns Royalty Agreement, in the form attached as Exhibit 2 to this Agreement.

(iii) Two executed originals of the Recognition Agreement in the form of Exhibit 12 attached to this Agreement.

(iv) Two executed originals of the Assignment and Assumption in the form of Exhibit 9 attached to this Agreement.

(v) The Stipulation to Dismiss with Prejudice described in Section 1(b) above in the form of Exhibit 1 attached to this Agreement executed by RPG’s counsel.

(vi) A Release of Lis Pendens and Notice of Pending Action executed by RPG’s counsel releasing the Lis Pendens and Notice of Pending recorded by RPG in the Office of the Pershing County Recorder on December 30, 2011, Document 477409, in the form of Exhibit 10 attached to this Agreement.

(b) CRI shall deliver to the law firm of Parsons Behle & Latimer, 50 West Liberty Street, Suite 750, Reno, Nevada 89501 the following instruments:

(i) An executed original Grant, Bargain and Sale Deed for the Blue Bird Claim in the form of Exhibit 5 attached to this Agreement and a Declaration of Value in accordance with NRS 375.060 in the form of Exhibit 6 attached to this Agreement. RPG shall also execute the Declaration of Value.

(ii) Two executed originals of the Net Smelter Returns Royalty Agreement, in the form attached as Exhibit 2 attached to this Agreement.

(iii) Two executed originals of the Recognition Agreement in the form of Exhibit 12 attached to this Agreement.

(iv) Two executed originals of the Assignment and Assumption in the form of Exhibit 9 attached to this Agreement.

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(v) The Stipulation to Dismiss with Prejudice described in Section 1(b) above in the form attached as Exhibit 1 attached to this Agreement executed by CRI’s counsel.

(vi) A release of Lis Pendens and Notice of Pending Action executed by CRI’s counsel releasing the Lis Pendens and Notice of Pending Action recorded by CRI in the Office of the Pershing County Recorder on December 15, 2011, Document 477230, in the form of Exhibit 11 attached to this Agreement.

(c) The foregoing documents and all additional documents reasonably necessary to effectuate Closing shall be delivered by the Parties to the law firm of Parsons Behle & Latimer, 50 West Liberty Street, Suite 750, Reno, Nevada 89501, to be held in trust until all of the conditions precedent to Closing have been completed (or waived in writing) at which time the law firm of Parsons Behle & Latimer shall be authorized to deliver the documents held by it in accordance with the terms of this Agreement.

(d) Upon confirmation of satisfaction of all of the conditions precedent to closing and receipt by the law firm of Parsons Behle & Latimer of all the Closing Document described in this Section 6, CRI shall deliver the Cash Payment described in Section 3, and Parsons Behle and Latimer shall be authorized without further notice or consent to deliver, record (cooperatively with RPG’s counsel) or file the documents and instruments as described below:

(i) Immediately after the Closing, record in the Office of the Pershing County Recorder the Grant, Bargain and Sale Deed for the RPG Mining Claims and, if RPG elects to acquire the Blue Bird Claim, promptly deliver to RPG the Grant, Bargain and Sale Deed for the Blue Bird Claim. Each party shall pay all of the recording fees, property transfer taxes and other fees and costs incurred in the recording of the respective Grant, Bargain and Sale Deeds delivered to them pursuant to this Agreement.

(ii) Immediately deliver to RPG the Net Smelter Returns Royalty Agreement.

(iii) Promptly if and when the same has been secured from the Agent, record in the Office of the Pershing County Recorder the Recognition Agreement. CRI shall pay all of the recording fees, property transfer taxes and other fees and costs incurred in the recording of the Recognition Agreement. CRI shall promptly deliver to RPG the recorded original of the Recognition Agreement.

(iv) Promptly on receipt of a conformed copy of the Grant, Bargain and Sale Deed for the RPG Mining Claims, CRI shall immediately file a conformed copy of the Grant, Bargain and Sale Deed for the RPG Mining Claims in the BLM Nevada State Office, Reno, Nevada, together with a notice of transfer informing BLM that RPG has transferred title to the RPG Mining Claims to CRI. RPG shall promptly sign an acknowledgement of its acceptance of the form of the notice of transfer to be filed with BLM. CRI shall pay all administrative, filing and service fees and charges payable to BLM on the filing of the notice of transfer of the RPG Mining Claims. CRI shall promptly provide to RPG and its counsel a conformed copy of the filed notice of transfer, which evidences the filing of the notice of transfer with BLM.

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(v) Lodge the Stipulation to Dismiss With Prejudice with the Clerk of the Sixth Judicial District Court and request that the Clerk deliver the Stipulation to Dismiss With Prejudice to the District Court Judge for entry of an order approving the Stipulation to Dismiss With Prejudice and dismissing the Litigation. Promptly on receipt by CRI of the District Court’s order approving the Stipulation to Dismiss With Prejudice and dismissing the Litigation, CRI shall deliver a conformed copy of the order to RPG.

(vi) Record in the Office of the Pershing County Recorder the Releases of Lis Pendens and Notice of Pending Action executed by counsel for CRI and RPG. On receipt by CRI of conformed copies of the recorded Releases of the Lis Pendens and Notices of Pending Action, CRI shall deliver conformed copies to counsel for RPG.

(e) CRI shall retain as its sole and exclusive property the data, maps, reports, drill logs, core and chip samples, and other records comprising the RPG Mining Claims Data. Promptly after the Closing, RPG shall promptly and no later than ten (10) days after Closing make available to CRI at RPG’s office in Reno, Nevada, all of RPG’s physical chip samples, core, cuttings, sample pulps and other physical items of or relating to the RPG Mining Claims and CRI shall be entitled to remove such original data, maps, reports, drill logs, core and chip samples, and other records at that time, at its own expense. RPG shall be entitled to retain a digital copy of the RPG Mining Claims Data.

(f) If RPG timely elects to acquire the Blue Bird Claim, Parsons Behle & Latimer shall deliver to Erwin & Thompson the Stipulation for Joinder and Substitution of RPG and the complete file for the Blue Bird Claim Quiet Title Action, including any and all mineral status reports, preliminary title reports, title insurance policies, title opinions, documents relating to the title to Blue Bird Claim, and digital copies of the pleadings and papers filed in the Blue Bird Quiet Title Action.

7. Release. With the exception of all covenants, representations and warranties, and the rights created or expressly reserved under this Agreement, and upon each Party’s full and complete performance of its respective duties, obligations and responsibilities as set forth herein, each Party agrees to release, remise, forever discharge, and covenants not to initiate or maintain a legal action against, the other Party and their attorneys, parent and subsidiary entities, directors, employees, independent contractors, members, officers, partners, representatives, servants, and successors, of and from any and all past and present accounts, actions, agreements, causes of action, claims for relief, costs or expenses (including, but not limited to, attorneys’ fees and disbursements), damages, debts, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for damages, or declaratory, equitable or injunctive relief, whether based on contract, tort, or other theories of recovery provided for by the common or statutory law, ascertained, known, claimed, arising out of, concerning or related in any way to the Litigation. Except as otherwise provided herein, RPG shall not, and shall cause its Affiliates not to, locate, cause to be located, or acquire an interest in, any unpatented mining claims on any portion of the lands on which the RPG Mining Claims are located or the Rochester Mine is situated unless and until CRI, or its successors in interest, expressly abandons any such claims in writing.

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8. Indemnity. Each of RPG (jointly and severally), on the one hand, and CRI, on the other hand, specifically covenants and agrees to indemnify, save, protect, defend and forever hold harmless the other against any and all claims, demands, loss or damage whether now existing or hereafter arising from any breach of this Agreement by RPG or CRI, as the case may be, or any person claiming through or under RPG or CRI, as the case may be.

9. Representations and Warranties of CRI. CRI warrants and represents to RPG as follows:

(a) CRI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b) The execution, delivery and performance of this Agreement by CRI have been duly authorized by all necessary corporate action on the part of CRI.

(c) CRI is not subject to any restriction under any agreement, trust, mortgage, lien, lease, instrument, order, judgment, decree, statute ordinance or regulation or any other restrictions of any kind or character which would prevent it from entering into this Agreement or consummating the transactions contemplated hereby in accordance with the terms hereof, except the Fee and Leasehold Deed of Trust With Power of Sale, Assignment of Production, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing dated August 16, 2012 (the “Deed of Trust”), recorded in the Office of the Pershing County Recorder on August 22, 2012, Document 480776.

(d) If RPG elects to acquire title to the Blue Bird Claim, the Title in and to the surface estate and, except for any title defect resulting from or arising out of the Blue Bird Quiet Title Action, the mineral estate to the Blue Bird Claim is vested in the name of CRI and at the Closing will be transferred to RPG, free and clear of any claims, encumbrances and liens, except any liens, claims, or encumbrances arising out of the Blue Bird Quiet Title Action. There shall be no taxes, assessments or other governmental charges lawfully levied or imposed upon the patented Blue Bird Claim, which are unpaid, and due and owing as of the Closing Date.

(e) Neither the President nor Secretary of CRI has actual knowledge of any claim against RPG of any lessor, optionor, royalty obligee or seller of any unpatented mining claim previously held, leased, optioned or otherwise subject to an agreement between such owner and CRI within the exterior boundaries of the RPG Mining Claims. However, CRI assumes no duty to investigate the existence or substance of any such claims

These warranties and representations shall survive the termination of this Agreement and shall remain in full force after acceptance and performance of this Agreement for a period of twelve (12) months from the Closing Date, except that the representations and warranties regarding the authority to enter into this Agreement shall survive until the running of the applicable statute of limitations.

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10. Representations and Warranties of RPG. RPG, jointly and severally, represents and warrants to CRI as follows:

(a) Rye Patch Gold US Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with the full corporate power to own the RPG Mining Claims.

(b) Rye Patch Gold Corp. is a corporation duly organized, validly existing and in good standing under the province of British Columbia and is the sole shareholder of Rye Patch Gold US Inc. and has taken all corporate action necessary and appropriate to approve, deliver, and perform under this Agreement. Without limiting the foregoing, Rye Patch Gold Corp. has obtained conditional acceptance from the TSX-V stock exchange of the transactions contemplated by this Agreement and, prior to closing, will have received a final bulletin from the TSX-V stock exchange, approving the transactions contemplated by this Agreement.

(c) RPG has the corporate authority and has taken all actions necessary and appropriate to authorize the execution, delivery, and performance of this Agreement. RPG is not subject to any restriction under any agreement, trust, mortgage, lien, lease, instrument, order, judgment, decree, statute ordinance or regulation or any other restrictions of any kind or character which would prevent it from entering into this Agreement or consummating the transactions contemplated hereby in accordance with the terms hereof.

(d) RPG holds solely and exclusively the record title in and to all of the RPG Mining Claims, subject to the paramount interest of the United States government, free and clear of all other liens and encumbrances, including, without limitation, inchoate liens arising from the services of drilling and other contractors and taxes, except the Lis Pendens and Notice of Pending Action recorded by CRI in the Office of the Pershing County Recorder on December 15, 2011, Document 477230, the Lis Pendens and Notice of Pending Action recorded by RPG in the Office of the Pershing County Recorder on December 30, 2011, Document 477409, and all easements and rights-of-way (of record or prescriptive), Revised Statute 2477 roads, and other entries noted on the BLM Historical Indexes for the lands within the boundaries of the RPG Mining Claims.

(e) The RPG Mining Claims constitute all of the mining claims belonging to RPG and its Affiliates and agents located within the boundary of the Rochester Mine Plan of Operations, BLM Case No. 64629, Nevada Reclamation Permit No. 0087, as amended, as configured on the Effective Date of this Agreement.

(f) RPG has conducted its activities on the RPG Mining Claims in accordance with applicable laws, regulations and decisions of the BLM.

These warranties and representations shall survive the termination of this Agreement and shall remain in full force after acceptance and performance of this Agreement for a period of twelve (12) months from the Closing Date, except that the representations and warranties regarding the authority to enter into this Agreement shall survive until the running of the applicable statute of limitations.

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11. Notices to Third Parties and Requests for Information.

No Party may disclose, without the written consent of each of the other Parties, any terms of this Agreement to any Person, except: (i) as required by compulsion of court or government; or (ii) as necessary and/or required to be made to certain regulators, including but not limited to disclosures required by the United States Securities and Exchange Commission and Canadian securities regulators, the rules of any applicable securities exchange or quotation system, reinsurers, reinsurance intermediaries or arbitrators, retrocessionaires, and auditors. Each Party shall give written notice to the other Parties as soon as practicable upon receiving any requests to disclose any of the terms of the Agreement pursuant to subparagraph (i). RPG acknowledges that Coeur Mining, Inc., the sole stockholder of CRI, will file a Current Report on Form 8-K with the U.S. Securities and Exchange Commission and Canadian securities regulators, and will issue a press release, describing the material terms of the transactions contemplated by this Agreement. CRI acknowledges that Rye Patch Gold Corp. will file a Material Change Report and a copy of this Agreement with Canadian securities regulators and will issue a press release which describes the material terms of the transactions contemplated by this Agreement. Nothing in this Agreement shall prevent the disclosure of confidential information delivered pursuant to this Agreement to the Parties’ lawyers, litigation consultants, litigation experts, accountants, auditors, lenders, insurers/reinsurers, regulators, or securities exchanges on which the securities of such Party or an Affiliate are listed or quoted, provided that the disclosure of the information is reasonably necessary to effectuate the terms of this Agreement, or is required for tax, financial reporting, stock exchange, or governmental compliance purposes.

The Parties shall consult with each other before issuing, and give each other a reasonable opportunity to review and comment upon, any press release or other public statements with respect to this Agreement and shall not issue any such press release or make any such public statements prior to such consultation and review, except as may be required by applicable Law or the rules of any securities exchange, or as is impractical in the circumstances. Notwithstanding the foregoing the parties may make public statements in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are substantially consistent with the press releases, public disclosures or public statements previously issued or made by the Parties, as applicable; provided that such previously issued press releases, public disclosures or public statements were made after the date hereof and, in accordance with this Agreement.

12. Nondisparagement. None of the parties, nor their respective Affiliates, counsel, agents, employees, officers or directors shall make any statements, publish any material, or take any action which is intended, or would reasonably be expected to, harm the other part(ies) or their respective Affiliates or its or their reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to the other part(ies) or their respective Affiliates; provided, however, that this Section shall not apply to disclosures made by the Parties in accordance with Section 11.

13. Taxes. Each Party hereto shall be solely responsible for any tax such Party incurs as a result of entering into this Agreement and consummating the transactions contemplated

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hereby (including agreements executed and delivered in connection herewith). To the extent permitted by the Internal Revenue Code and the regulations of the Internal Revenue Service, RPG and CRI intend to treat the exchange of a portion of the RPG Mining Claims for the Blue Bird Claim and the exchange of the Blue Bird Claim for a portion of the RPG Mining Claims, respectively, as an exchange described in Section 1031 of the Internal Revenue Code of 1986, as amended.

14. Debts and Obligations of CRI. CRI retains all its debts and obligations. RPG does not succeed to or purchase hereby any debts of CRI.

15. Debts and Obligations of RPG. Except as otherwise provided in this Agreement, RPG retains all its debts and obligations. Except as otherwise provided in this Agreement, CRI does not succeed to or purchase hereby any debts of RPG.

16. Cooperation; Additional Documents; Approvals. Each of the Parties will proceed diligently and in good faith to execute and deliver any and all additional documents and do any and all acts reasonably necessary in connection with the performance of their obligations to carry out the terms and conditions contained in this Agreement.

17. Miscellaneous.

(a) Applicable Law. This Agreement shall be construed, administered, and enforced according to the laws of the State of Nevada, without regard to its conflicts of law principles.

(b) Duplicate Originals. This Agreement, and all agreements required to be executed in order for this Agreement to be made effective, may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall together constitute only one Agreement.

(c) Binding Agreement. This Agreement shall be binding on and inure to the benefit of the Parties and the officers, directors, Affiliates, members, agents, employees, heirs, personal representatives, beneficiaries, successors, and assigns of the Parties.

(d) Entire Agreement. This Agreement and the Closing Documents are the final expression of the agreements between CRI and RPG. This Agreement supersedes the Memorandum of Understanding described in Recital F. None of the agreements may be contradicted by evidence of any alleged oral agreement. This Agreement contains the entire understanding of the parties hereto with respect to the transactions contemplated hereby and all prior agreements and understandings merged into this Agreement. No change or modification in this Agreement shall be valid unless it is in writing and signed by the parties. Neither Party may assign their rights or duties under this Agreement without the express written consent of the other Party, which consent may be withheld in the other Party’s sole discretion.

(e) Joint Preparation. The Parties acknowledge and agree that they have jointly participated in the drafting and preparation of this Agreement and that the language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any of the Parties hereto. Each Party acknowledges that it has been represented by

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counsel during the negotiation, preparation, and execution of this Agreement. Each such Party therefore waives the application of any law or rule of construction providing that ambiguities in an agreement or other document shall be construed against the drafter of the agreement or document.

(f) Waiver. No valid waiver of any provision of this Agreement shall be deemed a waiver of any other provision of this Agreement at such time nor will it be deemed a valid waiver of such provision at any other time.

(g) Partial Invalidity. If any provision of this Agreement is, at any time or to any extent, deemed invalid or unenforceable, the remainder of this Agreement will not be affected, and this Agreement shall be valid and enforceable to the fullest extent permitted by law.

(h) Interpretations. The section headings used in this Agreement are for reference and convenience only, and are not to be used in the interpretation of this Agreement.

(i) Authority. The Parties represent and warrant that each Party has the authority to exercise this Agreement and that each Party executing a document attached to this Agreement has authority to execute such documents, thereby render this Agreement and all documents referred to herein binding and enforceable in all respects. The Parties further represent and warrant that, prior to the execution of this Agreement, they have not transferred any right or claim being released in this Agreement, or any of its respective interests to any other person or entity.

(j) No Third Party Beneficiaries.

(i) Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties and their respective successors, Affiliates and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

(ii) The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto without notice or liability to any other person. In some instances the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or any other date.

(k) No Warranties. Except as specifically set forth herein or in the Closing Documents, the Parties waive all warranties. The parties do not warrant the mineralization of any claim, the economics of any claim, that any lien, royalty or other interests of any person who is not a party to this Agreement shall be preserved or maintained in good standing, or the future economic performance of the Rochester Mine, such matters being inherently unpredictable in nature.

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(l) Attorney’s Fees. If any Party shall seek to enforce or protect its rights under this agreement, including any releases given hereunder, or under any document or instrument executed and delivered in connection therewith in any suit, arbitration, case or other proceeding, including all bankruptcy cases and proceedings, and including any appeals and/or petitions therefrom, the prevailing Party shall be entitled to receive from the other Party payment of their costs and expenses, including reasonable attorney’s fees incurred after the commencement of the proceeding.

(m) Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(n) Arbitration. Any controversy or claim, whether based on contract, tort, statute or other legal or equitable theory (including, but not limited to, any claim of fraud, misrepresentation or fraudulent inducement or any question of validity or effect of this Agreement, including this clause) arising out of or related to this Agreement (including amendments or extensions), or the breach or termination of this Agreement shall be settled by arbitration in accordance with the then current Rules of the American Arbitration Association (“AAA”) for Commercial Arbitration. The arbitration shall be held in Reno, Nevada and there shall be a single arbitrator. The arbitrator shall be chosen subject to the rules and procedures as provided by the AAA and shall have a minimum of 10 years’ experience in mining matters generally and in the subject matter of the dispute specifically. The arbitrator shall have no financial interest in the outcome of the dispute. The arbitrator shall determine the claims of the Parties and render a final award in accordance with the substantive law of the State of Nevada, excluding the conflicts provisions of such law. The arbitrator shall set forth the reasons for the award in writing. Except as required by law (and then only after prior notice to the other Party), no Party shall disclose the facts of the underlying dispute or the contents or results of the arbitration without the prior consent of all Parties. The decision of the arbitrator shall be binding on the parties. A judgment on the award may be entered by a court having jurisdiction, located in the Sixth Judicial District Court, State of Nevada, County of Pershing.

(o) Offer to Compromise. This Agreement is and shall be construed as an offer and agreement to compromise pursuant to NRS 48.105.

(p) Notices. All notices shall be in writing to the applicable address set forth below and shall be given (i) by personal delivery or recognized international overnight courier, (ii) by electronic communication, with a confirmation sent by registered or certified mail return receipt requested, or (iii) by registered or certified mail return receipt requested. All notices shall be effective and shall be deemed delivered (a) if by personal delivery or by overnight courier, on the date of delivery if delivered before 5:00 p.m. local destination time on a business day, otherwise on the next business day after delivery, (b) if by electronic communication on the business day after receipt of the electronic communication, and (c) if solely by mail, on the business day after actual receipt.

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To CRI:	Coeur Rochester, Inc., c/o Coeur Mining, Inc. Attn: President 505 Front Avenue Coeur d’Alene, ID 83814 (208) 667-3511 Email: mkrebs@coeur.com
Also copies to:	Coeur Mining, Inc. Attn: General Counsel 505 Front Avenue Coeur d’Alene, ID 83814 (208) 665-0770 Email: cnault@coeur.com
	Rew R. Goodenow Parsons Behle & Latimer 50 W. Liberty Street, Suite 750 Reno, NV 89501 (775) 323-1601 Email: RGoodenow@parsonsbehle.com
To RPG:	Rye Patch Gold US Inc. Attn: William C. Howald 220 South Rock Blvd., Suite 9 Reno, Nevada 89502 Attention: Bill Howald (775) 843-2038 Email: Bill@ryepatchgold.com
Also copies to:	Bernard Poznanski Koffman Kalef LLP 19th Floor 885 W. Georgia St. Vancouver, BC, Canada V6C 3H4 (604) 891 3606 Email: bp@kkbl.com

Each Party may change its address from time to time by notice given in the manner described above.

(q) Definitions.

“Affiliate” means a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

“Closing” means the actions contemplated to effectuate delivery of the documents and other things as described in Section 6 of this Agreement.

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“Closing Documents” means the documents listed in Sections 6(a)-(d) of this Agreement.

“Dollars” means lawful money of the United States.

“Net Smelter Returns Royalty” means the royalty payable to RPG as described in Section 4 of this Agreement.

“Rochester Mine” has the meaning set forth in the Net Smelter Returns Royalty Agreement.

“RPG Mining Claims” “RPG Mining Claims” means any and all unpatented mining claims located by or on behalf of RPG over which CRI has, or has caused to be, staked or located N or NF claims (including any interstitial spaces or gaps), and for greater certainty, does not include any part of those LH claims for which the location monuments are located within Township 28 N, Range 33 E, Section 24 and Township 28 N, Range 34 E, Sections 18 and 19, subject to the following adjustments and exceptions: (a) RPG shall transfer to CRI the LH 210, LH 212 and LH 502 unpatented mining claims; (b) RPG shall not transfer to CRI the LH155, LH 156, and LH 211 unpatented mining claims. For purpose of clarity and not as a limitation, the RPG Mining Claims shall include those unpatented mining claims described in the Grant, Bargain and Sale Deed attached hereto as Exhibit 7.

“RPG Mining Claims Data” means data, maps, report, drill logs, core and chip samples, and other records of the RPG Mining Claims previously delivered to CRI pursuant to the Confidentiality Agreement.

[The remainder of this page has been left blank intentionally. Signature pages follow.]

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Effective as of the date first set forth above.

Executed this 24th day of June, 2013.

COEUR ROCHESTER, INC.
By	/s/ Mitchell J. Krebs
Mitchell J. Krebs, President and Chief Executive Officer

THE STATE OF IDAHO,                )
	ss.
COUNTY OF KOOTENAI.  )

Before me, the undersigned authority, on this day personally appeared Mitchell J. Krebs, President of Coeur Rochester, Inc. as the authorized representative of Coeur Rochester, Inc., known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed.

Given under my hand and seal of office on this the 24th day of June, 2013.

/s/ Deborah C. Kerr

Notary Public in and for the

State of Idaho

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Executed this 24th day of June, 2013.

RYE PATCH GOLD US INC.
By	/s/ William C. Howald
William C. Howald, President

THE STATE OF NEVADA,	)
	ss.
COUNTY OF WASHOE.	)

Before me, the undersigned authority, on this day personally appeared William C. Howald, as the President of Rye Patch Gold US Inc., known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed.

Given under my hand and seal of office on this the 24^th day of June, 2013.

/s/ Joanne L. Bell

Notary Public in and for the

State of Nevada

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Executed this 24th day of June, 2013.

RYE PATCH GOLD CORP.
By	/s/ William C. Howald
William C. Howald, President and Chief Executive Officer

THE STATE OF NEVADA,	)
	ss.
COUNTY OF WASHOE.	)

Before me, the undersigned authority, on this day personally appeared William C. Howald, as the President and Chief Executive Officer of Rye Patch Gold Corp., known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed.

Given under my hand and seal of office on this the 24th day of June, 2013.

/s/ Joanne L. Bell

Notary Public in and for the

State of Nevada

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Index of Exhibits

Exhibit 1	Stipulation to Dismiss With Prejudice – INTENTIONALLY OMITTED
Exhibit 2	Net Smelter Returns Royalty Agreement – INTENTIONALLY OMITTED
Exhibit 3	Stipulation For Joinder and Substitution of RPG as Plaintiff in the Blue Bird Claim Quiet Title Action – INTENTIONALLY OMITTED
Exhibit 4	Appearance of Counsel in the Blue Bird Claim Quiet Title Action– INTENTIONALLY OMITTED
Exhibit 5	Grant, Bargain and Same Deed for the Blue Bird Claim– INTENTIONALLY OMITTED
Exhibit 6	Declaration of Value for the transfer of the Blue Bird Claim – INTENTIONALLY OMITTED
Exhibit 7	Grant, Bargain and Sale Deed for the RPG Mining Claims – INTENTIONALLY OMITTED
Exhibit 8	Declaration of Value for the transfer of the RPG Mining Claims – INTENTIONALLY OMITTED
Exhibit 9	Assignment and Assumption – INTENTIONALLY OMITTED
Exhibit 10	Release of Lis Pendens and Notice of Pending Action to be executed by Rye Patch Gold US Inc.
Exhibit 11	Release of Lis Pendens and Notice of Pending Action to be executed by Coeur Rochester, Inc. – INTENTIONALLY OMITTED
Exhibit 12	Production Royalty Recognition Agreement – INTENTIONALLY OMITTED

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EX-99.2

Exhibit 99.2

Assessor’s Parcel Number N/S – not a deed.

Recorded at the request of

and when recorded return to:

Rye Patch Gold US Inc.

c/o Thomas P. Erwin

Erwin & Thompson LLP

P.O. Box 40187

Reno, Nevada 89504

The undersigned affirm that this document does not

contain the personal information of any person.

NET SMELTER RETURNS ROYALTY AGREEMENT

This Net Smelter Returns Royalty Agreement (“Agreement”), dated June 27, 2013 (“Effective Date”), is between Coeur Rochester, Inc. a Delaware corporation (“CRI”) and Rye Patch Gold US Inc., a Nevada corporation (“RPG”). CRI and RPG may be referred to herein individually as a “Party” or collectively as the “Parties.” Capitalized words not defined above are defined in various sections of this Agreement or in “Definitions” below.

RECITALS

A. CRI and RPG have entered into that certain Settlement Agreement and Mutual Release dated June 24, 2013 (the “Settlement Agreement”) in which CRI agreed to grant to RPG a production royalty equal to 3.4% of the Net Smelter Returns from the sale of silver and gold processed and sold from the Rochester Mine.

B. CRI and RPG desire to enter into this Agreement to define and establish the terms and conditions governing the production royalty.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

ROYALTY TERM; CALCULATION; AND PAYMENT

1.1 Grant of Royalty. On the terms and subject to the conditions of this Agreement, CRI hereby grants, bargains, sells, transfers, conveys, and agrees to pay to RPG the NSR.

1.2 Term. The NSR shall be paid only with respect to silver and gold produced and sold from the Rochester Mine on or after January 1, 2014 and shall terminate after 39.4 million silver equivalent ounces have been produced and sold from the Rochester Mine (the “Royalty Limit”). Silver equivalent ounces will be determined by converting sales of gold to the

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equivalent number of ounces of silver based on actual prices of gold and silver at the time of sale. When the Royalty Limit has been reached, the NSR will automatically terminate and CRI will have no further obligations to RPG under this Agreement, except for payment or delivery of the NSR and performance of any other obligations under this Agreement which are accrued, but unpaid or not performed, as of the termination date.

CRI will notify RPG when the NSR has terminated. Within thirty (30) business days after receiving notice from CRI that the NSR has terminated RPG shall execute and deliver to CRI an executed original of a “Notice of Termination” of the NSR in form acceptable for recording under Nevada law.

1.3 Calculation and Payment of NSR. CRI will calculate the NSR payment due, if any, during each calendar quarter by multiplying 3.4% by the Net Smelter Returns for that calendar quarter. Upon determination by CRI that an NSR payment is due and owing to RPG in a calendar quarter, CRI shall deliver to RPG a payment by wire transfer in immediately available funds, within fifteen (15) days after the end of the calendar quarter in which such payment is due, together with a copy of the CRI accounting, sales data and the refinery and smelter outturn statements related to such payment. The first payment will be due by April 15, 2014 in respect of the quarter ending March 31, 2014. At least fifteen (15) days prior to the date of the first payment, RPG will provide wiring instructions to CRI for payment. CRI shall be entitled to rely on RPG’s wiring instructions until such time as RPG notifies CRI in writing of different wiring instructions. CRI will not be deemed to be in default under this Agreement and the time for making such payment shall be extended, if, at the time such payment is otherwise due, wire transfer facilities are not available for any reason, so long as CRI makes payment as soon as practicable after wire transfer facilities become available.

If it is subsequently determined that an overpayment or underpayment was made, neither CRI nor RPG will be required to make an additional payment or a refund, as applicable, but the overpayment or underpayment shall be corrected in the next calendar quarter following determination that an adjustment is required. No NSR shall be due regarding ore stockpiles or Merrill Crowe precipitates unless and until such stockpiled ores or Merrill Crowe precipitates are processed to produce Products and are actually sold and CRI has received from the refinery or smelter confirmation of the Net Smelter Returns realized from the sale of Products from such stockpiled ore or Merrill Crowe precipitates.

1.4 Trading Activities. The profits and losses from any Trading Activities undertaken by CRI or its Affiliates with respect to final Products will not be included in any manner in the calculation of the NSR. RPG acknowledges that CRI may realize from time to time lesser or greater profit or losses from the sale of Products than does RPG as a result of such activities and RPG shall not participate in such profits nor share in such losses.

The Net Smelter Returns payable on Products subject to hedging transactions shall be determined in the manner prescribed in the definition of “Revenues.”

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ARTICLE II

INFORMATION; AUDITS; DISPUTES

2.1 Information. CRI shall keep accurate records of tonnage, volume of Products, analyses of Products, weight, moisture, assays of payable metal content, and any other information or data relevant to the calculation of Net Smelter Returns (including, but not limited to, settlement sheets, receipts, invoices or other information provided by purchasers of Products from CRI).

2.2 Audits. RPG has the right to audit the records related to the calculation of the NSR. The audit may only be performed once during any calendar year for the immediately preceding calendar year, by a licensed certified public accounting firm selected by mutual consent of the Parties and performed according to standards of the American Institute of Certified Public Accountants. Any audit under this Section may be conducted only after providing CRI ten (10) days’ advance written notice that RPG intends to conduct an audit and shall be completed within ninety days (90) days after the end of the calendar year for which the audit is being conducted.

Each audit shall be conducted during CRI’s regular business hours and in a manner that does not materially interfere with CRI’s operations. RPG shall pay all costs of any such audit, unless an audit reveals an underpayment of a royalty payment in an amount that is ten percent (10%) or more than the amount that RPG was actually due. In that case, CRI shall pay the costs of the audit. Any CRI NSR calculation which RPG does not audit in accordance with this Section will be deemed final and will not thereafter be subject to audit or challenge.

2.3 Disputes. Any controversy or claim, whether based on contract, tort, statute or other legal or equitable theory (including, but not limited to, any claim of fraud, misrepresentation or fraudulent inducement or any question of validity or effect of this Agreement, including this clause) arising out of or related to this Agreement (including amendments or extensions), or the breach or termination of this Agreement shall be settled by arbitration in accordance with the then current Rules of the American Arbitration Association (“AAA”) for Commercial Arbitration. The arbitration shall be held in Reno, Nevada and there shall be a single arbitrator. The arbitrator shall be chosen subject to the rules and procedures as provided by the AAA and shall have a minimum of ten (10) years’ experience in mining matters generally and in the subject matter of the dispute specifically. No person having a prior or existing attorney-client, business or family relationship with either of the Parties or their principal representatives or a financial interest in the dispute shall be qualified to act as arbitrator in accordance with this Agreement absent the express prior written consent of the Parties to this Agreement. The arbitrator shall determine the claims of the Parties and render a final award in accordance with the substantive law of the State of Nevada, excluding Nevada law regarding conflicts of laws. The arbitrator shall state the reasons for the award in writing. Except as required by applicable laws and regulations and the rules of any exchange on which the shares of the capital stock of CRI, RPG and their affiliates are listed for trading (and then only after prior notice to the other Party), a Party shall not disclose the facts of the underlying dispute or the contents or results of the arbitration without the prior consent of the Parties. A judgment on the award may be entered by a court having jurisdiction, located in the Sixth Judicial District Court of the State of Nevada in and for Pershing County, Nevada.

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ARTICLE III

TRANSFER OF INTEREST; RIGHT OF FIRST REFUSAL

3.1 Transfer of Interest.

CRI may Transfer all or any portion of its interest in this Agreement or in the Rochester Mine; provided, however, that CRI shall assure that any instrument of Transfer shall provide for the transferee’s express agreement to assume, perform and be bound by CRI’s obligations under this Agreement. If CRI Transfers the whole of or an undivided interest in this Agreement, each transferee of an undivided interest shall separately pay to RPG the NSR and perform the obligations under this Agreement accruing with respect to such transferee’s interest in and to the Rochester Mine. If CRI Transfers the whole of or an undivided interest in this Agreement, liability for any default under or breach of any obligation under this Agreement shall rest exclusively upon the transferee of such interest in this Agreement which commits the default or breach; provided, however, that no Transfer shall relieve CRI, or its successors and assigns, of any liability or obligation under this Agreement with respect to the interest subject to such Transfer which accrues or arises before the effective date of the Transfer. If CRI Transfers ownership of a segregated portion of the Rochester Mine, any default or breach by the transferee of such segregated portion of the Rochester Mine shall not affect the rights of CRI in the segregated portion of the Rochester Mine retained by it or the rights of the holders or owners of any other segregated portion of the Rochester Mine. Except as provided below, RPG shall not Transfer or create an Encumbrance on all or any part of its interest in the NSR. Any attempted Transfer of or creation of an Encumbrance on all or any portion of RPG’s interest in the NSR not in accordance with the terms of this Agreement shall be null and void. Subject to CRI’s Right of First Refusal granted in Section 3.2, on or after January 1, 2014, RPG may Transfer its entire interest in the NSR if such interest is transferred (i) in a single-asset transaction of all of RPG’s ownership interest in the NSR; (ii) for cash consideration; (iii) upon at least thirty (30) days’ advance written notice to CRI; and (iv) to a company unrelated to RPG whose principal business is the acquisition, holding, or management of precious metals production royalties and streams.

No Transfer of the NSR, however accomplished, will enlarge the obligations or diminish the rights of CRI or RPG except as specifically provided in this Agreement. RPG covenants that any change in ownership of the NSR will be accomplished in such a manner that CRI will be required to make payments and give notice to no more than one Person, and upon breach of this covenant, CRI and its Affiliates may retain all payments otherwise due until the breach has been cured. No Transfer in or to this Agreement or NSR, however accomplished, shall be binding on CRI until sixty (60) days after CRI receives from RPG written notice of a Transfer, supported by either originals or certified copies of the instruments evidencing such Transfer, and any court records and proceedings, transcripts, or other documents necessary, in the opinion of CRI, to establish the validity of such Transfer, accompanied by a notarized agreement, duly executed by the transferee, successor or assign, consenting to be bound by this Agreement.

3.2 Right of First Refusal. RPG may not transfer its interest in the NSR to any person (the “Proposed Transferee”) unless (i) RPG receives a bona fide binding written definitive offer from the Proposed Transferee specifying the purchase consideration and all other material terms and conditions of such proposed Transfer (the “Proposed Terms”); and (ii) RPG provides written notice (the “Offer Notice”) to CRI (A) of RPG’s receipt of such offer from the Proposed Transferee together with a copy of such offer; and (B) offering to sell such interest to CRI on the Proposed Terms.

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CRI shall have the right, but not the obligation, for a period of thirty (30) business days after its receipt of the Offer Notice (the “Election Period”) to elect to purchase the NSR on the Proposed Terms, in which event the consideration payable by CRI shall have a value equal to the amount of consideration included in the Proposed Terms and, subject to the following paragraph, may be payable in cash, shares of common stock of CRI’s parent, Coeur Mining, Inc. (“CRI Parent”), or a combination of both. Any such election shall be made by providing irrevocable written notice to RPG within such Election Period (an “Election Notice”). If CRI does not deliver an Election Notice within the Election Period, CRI shall be deemed irrevocably to have elected to not purchase the NSR and the right of first refusal granted in this Section shall terminate.

If CRI timely elects to purchase the NSR, the Parties shall close such transaction on the later of (i) thirty (30) business days after RPG provides the Offer Notice or (ii) five (5) business days after the receipt from all applicable governmental authorities of all required consents and approvals, if any, with respect to such Transfer. At the closing, CRI shall pay to RPG consideration having a value equal to the amount of consideration included in the Proposed Terms and may be payable by CRI in cash, shares of common stock of CRI’s parent, Coeur Mining, Inc., or a combination of both. In the event CRI determines to pay all or a portion of the consideration in the form of shares of common stock of CRI Parent (the “Stock Consideration”), CRI shall include such determination in its Election Notice (together with the proposed terms for the payment of such consideration) and RPG shall have the right to reject receipt of the Stock Consideration by delivering written notice thereof to CRI no later than five (5) business days prior to the closing, in which event CRI shall pay the full consideration amount in the form of cash. Any failure by RPG to deliver such notice to CRI shall be deemed an acceptance by RPG of receipt of the Stock Consideration at the closing. If CRI does not elect or is deemed to not elect to purchase the NSR, then RPG may Transfer the NSR to the Proposed Transferee, but only on the Proposed Terms. If RPG does not Transfer the NSR to the Proposed Transferee on the Proposed Terms within the time specified in the Proposed Terms for closing, then CRI’s right of first refusal granted under this Section shall be renewed, and RPG shall be obligated to afford CRI the right of first refusal in this Section with respect to any proposed Transfer of its interest in the NSR.

ARTICLE IV

GENERAL

4.1 Right to Inspect. Once during each calendar year, RPG or its authorized representative may, upon providing ten (10) days’ advance written notice to CRI and subject to the confidentiality obligations described in this Agreement, inspect CRI’s records and data pertaining to the production and sale of gold and silver from the Rochester Mine and the computation of the NSR for the calendar year in which the inspection is completed. Any such inspection shall be at RPG’s own cost and risk and shall be conducted in a manner that will not materially interfere with CRI’s operations. If RPG elects to exercise its rights under section 2.2 of this Agreement to conduct an audit, then the inspection permitted pursuant to this section 4.1 shall be conducted simultaneously, in order to minimize disruption to CRI’s operations. RPG

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shall indemnify and hold harmless CRI and its Affiliates (including without limitation direct and indirect parent companies), and its or their respective directors, officers, shareholders, employees, agents, and attorneys, from and against any losses and liabilities which may be imposed upon, asserted against, or incurred by, any of them by reason of injury to RPG or its authorized representatives resulting from the exercise of the rights given herein.

4.2 No Development Covenant. CRI has no obligation to mine, to continue mining, or to mine any particular quantities of gold-bearing or silver-bearing ores for processing at the Rochester Mine or to recover gold or silver therefrom. CRI’s only obligation is to pay the NSR to RPG on any gold or silver that is processed and sold from the Rochester Mine subject to the terms and conditions in this Agreement. RPG’s interest in the Rochester Mine shall be solely that of a non-participating royalty holder and it shall have no rights to participate or influence management or decision-making regarding operations on the Rochester Mine. RPG expressly disclaims any implied covenants of diligence with respect to operations on the Rochester Mine, including without limitation all exploration, development, mining, and processing operations.

4.3 Notices. All notices shall be in writing to the applicable address set forth below and shall be given (i) by personal delivery or recognized international overnight courier, (ii) by electronic communication, with a hard copy confirmation sent simultaneously by registered or certified mail return receipt requested, or (iii) by registered or certified mail return receipt requested. All notices shall be effective and shall be deemed delivered (a) if by personal delivery or by overnight courier, on the date of delivery if delivered before 5:00 p.m. local destination time on a business day, otherwise on the next business day after delivery, (b) if by electronic communication on the business day after receipt of the electronic communication, and (c) if solely by mail, on the business day after actual receipt.

To CRI:	Coeur Rochester, Inc., c/o Coeur Mining, Inc. Attn: President 505 Front Avenue Coeur d’Alene, ID 83814 (208) 667-3511 Email: mkrebs@coeur.com
Also copies to:
	Coeur Mining, Inc. Attn: General Counsel 505 Front Avenue Coeur d’Alene, ID 83814 (208) 665-0770 Email: cnault@coeur.com

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To RPG:	Rye Patch Gold US Inc. 220 South Rock Blvd., Suite 9 Reno, NV 89502 (775) 856-4900 Email: bill@ryepatchgold.com
Also copies to:	Bernard Poznanski Koffman Kalef 19th Floor 885 W. Georgia St. Vancouver, BC, Canada V6C 3H4 (604) 891-3688 Email: bp@kkbl.com

Each Party may change its address from time to time by notice given in the manner described above.

4.4 Confidentiality. RPG agrees to keep confidential all information provided to it by CRI under this Agreement and not to disclose any such information to any third party without the prior written consent of CRI. This provision will not apply to information which otherwise comes into the public domain other than through the breach by RPG of its obligations under this provision. Confidential information received by RPG from CRI may be disclosed (a) to an affiliate, employee, officer, agent or consultant of RPG (b) to a potential buyer of RPG’s entire interest in the NSR (but only after obligating the third party to whom disclosure is being made to a written confidentiality agreement that binds such third party at least to the same extent RPG is obligated under this Agreement, and providing a copy of the same to CRI), and (c) if and to the extent required in the ordinary course of events under any applicable law, regulation, court order, rule of any stock exchange or other legal requirement.

A Party shall not disclose pursuant to this Agreement any geological, engineering, or other data to any third party without disclosing the existence and nature of any disclaimers which accompany such data and the requirements of applicable law or regulation or rules of the applicable stock exchange for public reporting.

Nothing in this Agreement shall prevent the disclosure of confidential information delivered pursuant to this Agreement to the Parties’ lawyers, litigation consultants, litigation experts, accountants, auditors, lenders, insurers/reinsurers, regulators, or securities exchanges on which the securities of such Party or an Affiliate are listed or quoted, provided that the disclosure of the information is reasonably necessary to effectuate the terms of this Agreement, or is required for tax, financial reporting, stock exchange, or governmental compliance purposes.

The Parties shall consult with each other before issuing, and give each other a reasonable opportunity to review and comment upon, any press release or other public statements with respect to this Agreement and shall not issue any such press release or make any such public statements prior to such consultation and review, except as may be required by applicable law or

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the rules of any securities exchange, or as is impractical in the circumstances. Notwithstanding the foregoing the parties may make public statements in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are substantially consistent with the press releases, public disclosures or public statements previously issued or made by the Parties, as applicable; provided that such previously issued press releases, public disclosures or public statements were made after the date hereof and, in accordance with this Agreement.

4.5 Commingling. CRI will have the right to commingle ore, concentrates, minerals, and other material mined and removed from the properties from which Products are to be produced, with ore, concentrates, minerals, and other material mined and removed from other lands and properties; however, CRI shall calculate from representative samples the metal content, the average grade of the metal content, the moisture content thereof, and other measures as are appropriate, and shall weigh (or calculate weight by volume) the material before commingling, in each case using any procedures accepted in the mining and metallurgical industry which it believes suitable for the type of mining and processing activity being conducted. In addition, comparable procedures may be used by CRI to apportion among the commingled materials all penalty and other charges and deductions, if any, imposed by the smelter, refiner, or purchaser of such material. CRI shall use the same procedures for each separate ore or other source before commingling. CRI shall retain such representative ore samples and the written records of assays, moisture content, weights (or volumes as the case may be) and the content and nature of penalty substances and any other measures made for not less than twelve (12) months after payment of the NSR with respect to such commingled ores from the Rochester Mine. CRI shall deliver to RPG a copy of CRI’s commingling plan not less than thirty (30) days before CRI commences commingling of minerals mined from lands and properties which are not burdened by or subject to the NSR.

4.6 Real Property Interest; Recordation of Interest. CRI acknowledges and agrees that the NSR is a property right and creates an interest in the Rochester Mine that runs with the land and such interest shall be applicable to CRI and its successors and assigns of and to the Rochester Mine. If any of the unpatented mining claims subject to this Agreement are converted to leases, licenses or other forms of tenure as a result of the amendment or repeal of the Mining Law of 1872, as amended, or for any other reason, all such amended and relocated unpatented mining claims or other tenures shall be subject to the terms of this Agreement. In such an event, CRI and RPG shall execute and record an amendment of this Agreement to evidence the inclusion of such unpatented mining claims and tenures in this Agreement. The Parties shall record a copy of this Agreement in the Official Records of Pershing County, Nevada. Each of the Parties consents to such recording.

4.7 Maintenance of Rochester Mine. Subject to the absolute right retained by CRI to amend, restake, or relocate all or any portion of the mining claims encompassed by the Rochester Mine, CRI shall maintain the claims by timely performing all assessment work or paying claim maintenance fees as required by federal law and timely paying all assessments and taxes imposed on any and all of the property interests subject to this Agreement and shall assure that title to such such interests is not diminished or lost as a result of CRI’s failure to perform the foregoing obligations.

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ARTICLE V

MISCELLANEOUS

5.1 Amendment and Waiver. This Agreement may only be amended by an instrument in writing signed by the Parties. Except for waivers specifically provided for in this Agreement, rights under this Agreement may not be waived except by an instrument in writing signed by the Party to be charged with the waiver. The failure of a Party to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach of this Agreement will not constitute a waiver of any provision of this Agreement or limit the Party’s rights thereafter to enforce any provision or exercise any right.

5.2 Severability. If at any time any covenant or provision contained in this Agreement is deemed to be invalid or unenforceable, such covenant or provision shall be considered divisible and shall be deemed immediately amended and reformed to include only such portion of such covenant or provision that is valid and enforceable. Such covenant or provision, as so amended and reformed, shall be valid and binding as though the invalid or unenforceable portion had not been included in this Agreement. To the extent the Net Smelter Returns Royalty applies to any amendments or relocations of the unpatented mining claims subject to the Net Smelter Returns Royalty or to any rights or interests (including mineral rights) acquired in the federal public lands within the boundaries of the Rochester Mine in accordance with the Mining Law of 1872, as from time-to-time amended, repealed, replaced or superseded, or any other federal law or regulation, including the conversion of any present interest in the unpatented mining claims comprising the Rochester Mine to a lease, license, permit or other form of tenure (each an “Acquired Interest”), RPG’s Net Smelter Returns Royalty rights in such Acquired Interest shall vest on the date of acquisition by CRI, and CRI’s successors in interest, as applicable, subject to the terms of this Agreement and the terms of the Settlement Agreement. It is the express intention of the Parties that the Net Smelter Returns Royalty in respect of any Acquired Interest shall vest in RPG, and RPG’s successors and assigns, as applicable, within a period of time that complies with the Rule Against Perpetuities (Uniform Act), NRS 111.103 et seq, as it may be amended from time-to-time. The Parties irrevocably release and waive the applicability of the Rule Against Perpetuities to the Net Smelter Returns Royalty and the Acquired Interest. CRI agrees and covenants, for itself and its successors and assigns, that it will not commence any action or arbitration proceeding to declare the Net Smelter Returns Royalty ineffective, invalid or void based on the Rule Against Perpetuities, and that it will not in any action or arbitration proceeding commenced by RPG, or its successors and assigns, as applicable, assert as an affirmative defense against any claim for relief for enforcement of this Agreement or the Settlement Agreement that this Agreement or the Settlement Agreement is ineffective, invalid or void based on the Rule Against Perpetuities.

5.3 No Third-Party Beneficiaries. This Agreement will not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns, except as otherwise expressly stated herein. Except to the extent specifically provided in this Agreement, it is for the sole benefit of the Parties and no other Person (including any creditor of the Parties) is intended to be a beneficiary of this Agreement or shall have any rights under this Agreement.

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5.4. Entire Agreement. This Agreement, the Settlement Agreement and Mutual Release and the documents referred to in the foregoing documents constitute the entire agreement between the Parties and supersede any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.

5.5 Headings. The subject headings of the Articles, Sections, and Subsections of this Agreement and the Exhibits to this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of their provisions.

5.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without giving effect to any choice or conflicts of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada.

5.7 Rules of Construction. Each Party acknowledges that it has been represented by counsel during the negotiation, preparation, and execution of this Agreement. Each such Party therefore waives the application of any law or rule of construction providing that ambiguities in an agreement or other document shall be construed against the drafter of the agreement or document.

5.8 Attorneys’ Fees. Except as otherwise specified herein, in the event of a dispute under this Agreement, the prevailing Party shall be entitled to payment of its reasonable attorneys’ fees and costs in arbitrating or litigating the dispute.

5.9 Currency. Unless specified otherwise, all statements of or references to dollar amounts in this Agreement are to lawful money of the United States.

5.10 No Joint Venture, Mining Partnership, Commercial Partnership. This Agreement shall not be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, or other partnership relationship between or among the Parties.

5.11 Further Assurances. Each Party shall execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the transactions contemplated in this Agreement, in each case at the cost and expense of the Party requesting such further document or action, unless expressly indicated otherwise. If conditions change by reason of acquisition, conveyances, assignments, or other matters relating to the title to, or description of, the estates comprising the Rochester Mine, RPG and CRI shall execute amendments of and to this Agreement and execute such corrective or additional documents as may be necessary to (i) reflect such changed conditions and/or (ii) clear or cure title. If pursuant to any amendment or supersession of the Mining Law of 1872, as amended, CRI is granted the right to convert its interest in the unpatented mining claims subject to this Agreement to a lease, license or permit, or other right or interest, all such converted interests or rights shall be deemed to be part of the unpatented mining claims subject to this Agreement. Upon the grant or issuance of such converted interests or rights, the Parties shall execute and deliver an addendum to this Agreement, in recordable form, by which such converted interests or rights are made subject to this Agreement.

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5.12 Parties in Interest. This Agreement shall inure to the benefit of the permitted successors and permitted assigns of the Parties, and shall be binding upon the successors and assigns of the Parties (whether or not permitted).

5.13 Counterparts. This Agreement may be executed in multiple counterparts, and all such counterparts taken together shall constitute the same document.

DEFINITIONS

“Affiliate” means any Person that directly or indirectly Controls, is Controlled by, or is under common Control with, a Party.

“Control” used as a verb means, when used with respect to an entity, the ability, directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity through (a) the legal or beneficial ownership of voting securities or membership interests; (b) the right to appoint managers, directors or corporate management; (c) contract; (d) operating agreement; (e) voting trust; or otherwise; and, when used with respect to an individual, means the actual or legal ability to control the actions of another, through family relationship, agency, contract, or otherwise; and “Control” used as a noun means an interest which gives the holder the ability to exercise any of the foregoing powers.

“Encumbrance” means any mortgage, deed of trust, security interest, pledge, lien, right of first refusal, right of first offer, other preferential right, profits interest, net profits interest, royalty interest, overriding royalty interest, conditional sale or title retention agreement, or other burdens of any nature affecting an interest in real or personal property.

“Net Smelter Returns” means Revenues less Refining Costs pertaining to such Revenues for the applicable calendar quarter. The calculation of Net Smelter Returns shall be made in accordance with accounting principles and practices consistently applied in the mining industry in Nevada.

“NSR” shall equal 3.4% multiplied by the Net Smelter Returns received or deemed to have been received in the calendar quarter.

“Person” means a natural person, corporation, joint venture, partnership, limited liability partnership, limited partnership, limited liability limited partnership, limited liability company, trust, estate, business trust, association, governmental authority or other entity.

“Products” means gold and silver processed by, and sold from, the Rochester Mine, excluding base metals, saleable on a recognized commercial commodities trading exchange.

“Refining Costs” means all costs and expenses of smelting and refining, including without limitation, all costs of assaying, sampling, custom smelting, and refining, all independent representative and umpire charges, penalties, and other deductions, imposed or charged by the

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refinery or smelter, as the case may be. If smelting or refining is carried out in facilities owned or controlled by CRI or its Affiliates, then the Refining Costs shall be the amount the CRI would have incurred if such smelting or refining were carried out at facilities not owned or controlled by CRI or its Affiliates then offering comparable services for comparable products on prevailing terms.

“Revenues” means the sum of actual prices of Products received at the time of sale multiplied by the ounces of Products sold in the applicable period, exclusive of losses or gains from Trading Activities.

“Right of First Refusal” is defined in Section 3.

“Rochester Mine” means all (i) CRI mineral processing facilities (mill, leach pads, crusher, ponds, and leachate recovery); (ii) stockpile ore; and (iii) the portions of RPG Mining Claims and CRI patented and unpatented mining claims located within Township 28 North, Range 34 East M.D.B.&M, Sections 9, 10, 15, 16, the East 1/2 of 20, 21, 22, a map of which is attached hereto as Exhibit 1.

“Trading Activities” shall mean any and all price hedging and price protection activities undertaken by CRI or its Affiliates with respect to any such Products or currency exchanges including without limitation, any forward sale and/or purchase contracts, option contracts, speculative purchases and sales of forward, futures and option contracts, both on and off commodity exchanges.

“Transfer” means shall mean any sale, grant, assignment, conveyance, Encumbrance, pledge, hypothecation, abandonment or other transfer.

Accepted and agreed as of the date first set forth above.

SIGNATURES BEGIN ON PAGE 13 AND CONTINUE TO PAGE 15

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Executed this 26^th day of June 2013.

COEUR ROCHESTER, INC.
By:	/s/ Mitchell J. Krebs
	Mitchell J. Krebs, President

THE STATE OF IDAHO	)
	)
COUNTY OF KOOTENAI	)

Before me, the undersigned authority, on this day personally appeared Mitchell J. Krebs, as the authorized representative of Coeur Rochester, Inc., known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed.

Given under my hand and seal of office on this the 26^th day of June, 2013.

/s/ Deborah C. Kerr

Notary Public in and for the

State of Idaho

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Executed this 25^th day of June, 2013.

RYE PATCH GOLD US INC.
By	/s/ William C. Howald
	William C. Howald, President

THE STATE OF NEVADA	)
	)
COUNTY OF WASHOE	)

Before me, the undersigned authority, on this day personally appeared William C. Howald, President of Rye Patch Gold US Inc., known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed.

Given under my hand and seal of office on this the 25^th day of June, 2013.

/s/ Joanne Bell

Notary Public in and for the

State of Nevada

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Exhibit 1

Map of the Rochester Mine Subject to the Net Smelter Returns Royalty

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EX-99.3

Exhibit 99.3

NEWS RELEASE

Coeur Announces Settlement of Outstanding Rochester Claims Dispute

Company Anticipates Announcing Rochester Expansion Plans and

Reserve Increases During the Second Half 2013

Chicago, Illinois – June 25, 2013 – Coeur Mining, Inc. (the “Company” or “Coeur”) (NYSE: CDE, TSX: CDM) announced today it has settled the outstanding claims dispute at its Rochester silver and gold mine in Nevada with Rye Patch Gold US Inc. and Rye Patch Gold Corp. (“Rye Patch”) for $10 million in cash plus a 3.4% net smelter royalty (“NSR”) covering 39.4 million silver equivalent ounces of net metal sales. In exchange, Rye Patch will transfer its mining claims involved in the dispute to Coeur Rochester, Inc., a wholly-owned subsidiary of Coeur. The settlement transactions are expected to close by June 28, 2013, and are not subject to any significant external closing conditions.

This NSR is payable from Rochester production and sales beginning January 1, 2014 and is expected to be completed in approximately four years. There is no minimum payment obligation under the NSR.

As part of the settlement, Coeur also granted Rye Patch the option to acquire Coeur’s Blue Bird patented, federal mining claim, which is situated two miles west of Rochester and is adjacent to Rye Patch’s Lincoln Hill exploration property. This claim is about 19.5 acres in size and is not strategic to the Company’s Rochester operation. Rye Patch has until 10 days after closing to exercise the option to acquire Blue Bird.

“Although we remain confident in our legal position, we believe our stockholders are best served by achieving a commercial solution to this ongoing litigation,” stated Mitchell J. Krebs, Coeur’s President and Chief Executive Officer. “Rochester has the potential to once again become one of the world’s great silver and gold operations. It’s unfortunate that this claims dispute arose in late 2011, but we’re pleased to have it behind us so we can focus on realizing the full potential of this asset.”

The Company expects to announce its plans to further expand Rochester production rates and anticipates providing an updated silver and gold reserve estimate later in 2013.

As of December 31, 2012, Rochester’s proven and probable reserves totaled 79.9 million tons containing approximately 44.9 million ounces of silver and 308,000 ounces of gold. In addition to these reserves, Rochester reported year-end measured and indicated resources of 264.3 million tons containing 120.7 million ounces of silver and 865,000 ounces of gold. Inferred resources totaled an additional 45.6 million tons containing 27.2 million ounces of silver and 123,000 ounces of gold. (Please refer to the Appendix Table for related grades for mineral reserves and resources.)

In addition to these in-situ reserves and resources, Coeur estimates approximately 150 million tons of stockpile material at Rochester. These stockpiles represent historic waste rock generated over the past 26 years of mining activity at Rochester. Due to substantially higher silver and gold prices today compared to when the stockpile material was initially mined, Coeur believes the stockpiles represent an excellent, low-cost opportunity to add to the Company’s reserves. Accordingly, Coeur commenced drilling and sampling in 2012 to quantify this potential and this program continues in 2013. As of December 31, 2012, 34.2 million tons of Rochester’s proven and probable reserves, 3.3 million tons of measured and indicated resources and 5.6 million tons of inferred resources were derived from stockpile material. To date, drilling has taken place on just two of six historic stockpiles.

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Rochester produced 2.8 million ounces of silver and 38,066 ounces of gold in 2012 at average cash operating costs of $9.62 per silver ounce.

About Coeur

Coeur Mining, Inc. is the largest U.S.-based primary silver producer and a growing gold producer. The Company has four precious metals mines in the Americas generating strong production, sales and cash flow. Coeur produces from its wholly owned operations: the Palmarejo silver-gold mine in Mexico, the San Bartolomé silver mine in Bolivia, the Rochester silver-gold mine in Nevada and the Kensington gold mine in Alaska. The Company also has a non-operating interest in the Endeavor mine in Australia. In addition, the Company has two silver-gold feasibility stage projects – the La Preciosa project in Mexico and the Joaquin project in Argentina. The Company also conducts ongoing exploration activities in Mexico, Argentina, Nevada, Alaska and Bolivia. The Company owns strategic investment positions in eight silver and gold development companies with projects in North and South America.

Cautionary Statement

This news release contains forward-looking statements within the meaning of securities legislation in the United States and Canada, including statements regarding anticipated operating results, production levels, mineral reserve growth, exploration results, and planned expansions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Coeur’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the risk that permits necessary for the planned Rochester expansion may not be obtained, the risks and hazards inherent in the mining business (including environmental hazards, industrial accidents, weather or geologically related conditions), changes in the market prices of gold and silver, the uncertainties inherent in Coeur’s production, exploratory and developmental activities, including risks relating to permitting and regulatory delays, any future labor disputes or work stoppages, the uncertainties inherent in the estimation of gold and silver ore reserves, changes that could result from Coeur’s future acquisition of new mining properties or businesses, the loss of any third-party smelter to which Coeur markets silver and gold, the effects of environmental and other governmental regulations, the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries, Coeur’s ability to raise additional financing necessary to conduct its business, make payments or refinance its debt, as well as other uncertainties and risk factors set out in filings made from time to time with the United States Securities and Exchange Commission, and the Canadian securities regulators, including, without limitation, Coeur’s most recent reports on Form 10-K and Form 10-Q. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. Coeur disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Coeur undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of Coeur, its financial or operating results or its securities.

Donald J. Birak, Coeur’s Senior Vice President of Exploration and a qualified person under Canadian National Instrument 43-101, supervised the preparation of the scientific and technical information concerning Coeur’s mineral projects in this news release. For a description of the key assumptions, parameters and methods used to estimate mineral reserves and resources, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, socio-political, marketing or other relevant factors, please see the Technical Reports for each of Coeur’s properties as filed on SEDAR at www.sedar.com.

Cautionary Note to U.S. Investors-The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We may use certain terms in public disclosures, such as “measured,” “indicated,” “inferred” and “resources,” that are recognized by Canadian regulations, but that SEC guidelines generally prohibit U.S. registered companies from including in their filings with the SEC. U.S. investors are urged to consider closely the disclosure in our Form 10-K which may be secured from us, or from the SEC’s website at http://www.sec.gov.

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Non-U.S. GAAP Measures

We supplement the reporting of our financial information determined under United States generally accepted accounting principles (U.S. GAAP) with certain non-U.S. GAAP financial measures, including cash operating costs. We believe that these adjusted measures provide meaningful information to assist management, investors and analysts in understanding our financial results and assessing our prospects for future performance. We believe these adjusted financial measures are important indicators of our recurring operations because they exclude items that may not be indicative of, or are unrelated to our core operating results, and provide a better baseline for analyzing trends in our underlying businesses. We believe cash operating costs is an important measure in assessing the Company’s overall financial performance.

For Additional Information:

Wendy Yang, Vice President, Investor Relations

(208) 665-0345

Stefany Bales, Director, Corporate Communications

(208) 667-8263

www.coeur.com

APPENDIX Table 1: Rochester Mineral Reserves and Resources at Year-End 2012

Mineral Reserves - Year-end 2012

	Short Tons		Ave Grade (oz/ton)				Contained Ozs (000)
	(000)		Ag		Au		Ag		Au
Rochester deposit in-situ
Proven and Probable		45,733		0.60		0.005		27,262		227
Rochester area stockpile
Proven and Probable		34,190		0.52		0.002		17,634		81
Total Proven and Probable in-situ		79,923		0.56		0.004		44,896		308
Mineral Resources (Exclusive of Mineral Reserves) - Year-end 2012
	Short Tons		Ave Grade (oz/ton)				Contained Ozs (000)
	(000)		Ag		Au		Ag		Au
Rochester deposit in-situ
Measured and Indicated		220,187		0.44		0.003		97,070		762
Inferred		31,507		0.64		0.003		20,288		88
Nevada Packard deposit in-situ
Measured and Indicated		40,773		0.53		0.002		21,510		96
Inferred		8,569		0.45		0.003		3,836		23
Rochester area stockpile
Measured and Indicated		3,323		0.64		0.002		2,137		7
Inferred		5,567		0.55		0.002		3,077		12
Total Mineral Resources
Measured and Indicated		264,283		0.46		0.003		120,717		865
Inferred		45,643		0.60		0.003		27,201		123

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Footnotes to the Mineral Reserves and Resources Table:

1. Metal prices used for mineral reserves were $27.50 per ounce of silver and $1,450 per ounce of gold.

2. Metal prices used for mineral resources were $33.00 per ounce of silver and $1,700 per ounce of gold.

3. Mineral resources are in addition to mineral reserves and have not demonstrated economic viability.

4. Rounding of tons and ounces, as required by reporting guidelines, may result in apparent differences between tons, grade and contained metal content.

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