COEUR D ALENE MINES CORP (Form: 8-K, Received: 05/16/2013 17:03:28)

COEUR MINING, INC.

Date: May 16, 2013

/s/ Casey M. Nault

Casey M. Nault

Vice President, General Counsel and Secretary

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): May 14, 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 1.01.

Entry into a Material Definitive Agreement.

On May 16, 2013, Coeur d’Alene Mines Corporation (the “Company”) changed its state of incorporation from the State of Idaho to the State of Delaware (the “Reincorporation”) and changed its name to Coeur Mining, Inc. (the “Name Change”). On May 14, 2013, in connection with the Reincorporation, the Company’s Board of Directors approved a new form of Indemnification Agreement (the “Indemnification Agreement”) between the Company and each of its directors and executive officers (the “Covered Persons”). The Company expects its directors and executive officers will execute Indemnification Agreements substantially in the form approved.

The Indemnification Agreement provides that if a Covered Person was, is or is threatened to be made a party to or is otherwise involved in a proceeding by reason of being a director or officer, then the Company will indemnify the Covered Person against all expenses, liability or loss to the fullest extent permitted by the Delaware General Corporation Law. In addition, and subject to certain limitations, the Indemnification Agreement provides for the advancement of expenses incurred by or on behalf of the Covered Person in connection with any proceeding not initiated by the Covered Person.

The foregoing is only a summary of the Indemnification Agreement and is qualified in its entirety by reference to the form of Indemnification Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.05.

Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

On May 14, 2013, the Company’s Board of Directors approved an amended Code of Business Conduct and Ethics (the “Code”) for directors, officers and employees. The amendments to the Code address the following matters:

•

Honest and ethical conduct . The Code was amended to emphasize the importance of acting with integrity and observing the highest ethical standards of business conduct in dealings with Company employees and with third parties such as suppliers and service providers.

•

Corporate opportunities . The section on corporate opportunities was expanded to provide additional guidance on the types of corporate opportunities that may impact an individual’s duties to the Company.

•

Conflicts of interest . The section on conflicts of interest was expanded to provide additional guidance on the types of situations that may create conflicts of interest and to provide more detail on the Company’s processes for reviewing and handling situations that may create conflicts of interest.

•

Use of Company property, including information and information systems . Several Code sections were expanded to provide additional guidance on the protection and proper use of Company property, including confidential information, intellectual property and information systems. The Code also clarifies what constitutes Company information, Company property and the Company’s intellectual property.

•

Compliance with laws. The Code provides additional guidance on compliance with applicable laws and emphasizes that employees and directors should seek advice where they need more information about specific laws, rules and regulations.

•

Insider trading . The section on insider information was revised to address application of the Company’s insider trading policies to trading in securities of other companies.

•

Gifts and entertainment . The discussion of gifts and entertainment was updated to provide additional guidance on giving and receiving gifts and entertainment when doing business with both private parties and governments.

•

Business with foreign governments . The Code includes an updated section on doing business with foreign governments and government officials and on applicable requirements of the Foreign Corrupt Practices Act. Additionally, this section was revised to take into account that the Company has an Anti-Corruption and Anti-Bribery Policy (as discussed in the Code) that addresses these subjects in detail.

•

Requests for information . The Code was amended to provide procedures for responding to questionnaires and requests for statistical information from outside sources.

•

Methods for reporting potential misconduct . The Code was amended to include additional methods for reporting potential misconduct and to include additional guidance on the types of information employees should endeavor to provide the Company in reporting potential misconduct.

•

Oversight of the Code . Responsibility for overseeing the Code was moved from the Company’s Nominating and Corporate Governance Committee to the Company’s Audit Committee.

•

Internal policies . The Code was amended to reflect that the Company has adopted a number of internal policies that provide additional guidance on areas addressed in the Code and that apply to all directors, officers and employees. These policies address matters including the handling reports of potential misconduct, anti-corruption and anti-bribery, environmental, health and safety matters, records management and use of information systems.

•

Additional changes . The Code reflects a number of organizational, clarifying and language changes that are designed to make the Code easier to understand and use.

The above description is qualified in its entirety by the terms of the Code, which is attached as Exhibit 14.1 and incorporated by reference in this report. The Code also is available on the “Corporate Governance” section of the Company’s website under the heading “Charters and Policies”.

Item 5.07.

Submission of Matters to a Vote of Security Holders

The Company held its 2013 Annual Meeting of Shareholders on May 14, 2013, in Chicago, Illinois. The Company’s shareholders voted on the following four proposals at the Annual Meeting. The number of votes cast for and against each proposal and the number of withheld votes, abstentions and broker non-votes are set forth below.

Proposal 1. Election of Directors

The shareholders elected the following eight individuals to the Company’s Board of Directors for one-year terms expiring at the 2014 Annual Meeting. The voting results were as follows:


	For		Withheld		Broker Non-Votes

Robert E. Mellor		56,372,714		968,764		13,666,255

John H. Robinson		56,379,514		961,964		13,666,255

J. Kenneth Thompson		56,200,894		1,140,584		13,666,255

Sebastian Edwards		56,536,096		805,382		13,666,255

Mitchell J. Krebs		56,649,742		691,736		13,666,255

Linda L. Adamany		56,863,435		478,043		13,666,255

Kevin S. Crutchfield		56,550,165		791,313		13,666,255

Randolph E. Gress		56,852,864		488,614		13,666,255

Proposal 2. Approval of advisory resolution on executive compensation.

The shareholders approved an advisory resolution on executive compensation. The voting results were as follows:


For		Against		Abstain		Broker Non-Votes

	55,222,960		1,126,970		991,548		13,666,255

Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm.

The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2013 fiscal year. The voting results were as follows:


For		Against		Abstain		Broker Non-Votes

	70,103,742		724,298		179,693		—

Proposal 4. Reincorporation of the Company from the State of Idaho to the State of Delaware.

The shareholders approved the reincorporation of the Company from the State of Idaho to the State of Delaware. The voting results were as follows:


For		Against		Abstain		Broker Non-Votes

	56,867,287		374,347		99,844		13,666,255

Item 7.01.

Regulation FD Disclosure

The CUSIP numbers applicable to the Company’s common stock and warrants remained 192108504 and 192108116, respectively, after the effectiveness of the Reincorporation and Name Change.

A copy of the Company’s press release announcing the preliminary results of the Company’s 2013 Annual Meeting of Shareholders is attached as Exhibit 99.1 to this report and incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d)	List of Exhibits


Exhibit No.		Description

Exhibit 10.1		Form of Indemnification Agreement.

Exhibit 14.1		Amended Code of Ethics.

Exhibit 99.1		Press release, dated May 14, 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.

Exhibit Index


Exhibit No.		Description

Exhibit 10.1		Form of Indemnification Agreement

Exhibit 14.1		Amended Code of Ethics

Exhibit 99.1		Press release, dated May 14, 2013.

Exhibit 10.1

FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “ Agreement ”) is entered into as of [date], (the “ Effective Date ”) by and between Coeur Mining, Inc., a Delaware corporation (the “ Company ”), and [name] (the “ Indemnitee ”).

RECITALS

WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there shall be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company;

WHEREAS, the Company has adopted provisions in its Bylaws providing for indemnification and advancement of expenses of its directors and officers to the fullest extent authorized by the General Corporation Law of the State of Delaware (the “ DGCL ”), and the Company wishes to clarify and enhance the rights and obligations of the Company and the Indemnitee with respect to indemnification and advancement of expenses;

WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve and continue to serve as directors and officers of the Company and in any other capacity with respect to the Company as the Company may request, and to otherwise promote the desirable end that such persons shall resist what they consider unjustified lawsuits and claims made against them in connection with the good faith performance of their duties to the Company, with the knowledge that certain costs, judgments, penalties, fines, liabilities, and expenses incurred by them in their defense of such litigation are to be borne by the Company and they shall receive the maximum protection against such risks and liabilities as may be afforded by applicable law, the Board of Directors of the Company has determined that the following Agreement is reasonable and prudent to promote and ensure the best interests of the Company and its stockholders; and

WHEREAS, the Company desires to have the Indemnitee continue to serve as a director or officer of the Company and in any other capacity with respect to the Company as the Company may request, as the case may be, free from undue concern for unpredictable, inappropriate, or unreasonable legal risks and personal liabilities by reason of the Indemnitee acting in good faith in the performance of the Indemnitee’s duty to the Company; and the Indemnitee desires to continue so to serve the Company, provided , and on the express condition, that he or she is furnished with the protections set forth hereinafter.

AGREEMENT

NOW, THEREFORE, in consideration of the Indemnitee’s continued service as a director or officer of the Company, the parties hereto agree as follows:

1. Definitions . For purposes of this Agreement:

(a) A “ Change in Control ” will be deemed to have occurred if the individuals who, as of the Effective Date, constitute the Board of Directors of the Company (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board of Directors; provided , however , that any individual becoming a director subsequent to such effective date whose election, or nomination for election by the stockholders of the Company, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors.

(b) “ Disinterested Director ” means a director of the Company who is not or was not a party to the Proceeding in respect of which indemnification is being sought by the Indemnitee.

(c) “ Expenses ” includes, without limitation, expenses incurred in connection with the defense or settlement of any action, suit, arbitration, alternative dispute mechanism, inquiry, judicial, administrative, or legislative hearing, investigation, or any other threatened, pending, or completed proceeding, whether brought by or in the right of the Company or otherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative, or other nature, attorneys’ fees, witness fees and expenses, fees and expenses of accountants and other advisors, retainers and disbursements and advances thereon, the premium, security for, and other costs relating to any bond (including cost bonds, appraisal bonds, or their equivalents), and any expenses of establishing a right to indemnification or advancement under Sections 9, 11, 13, and 16 hereof, but shall not include the amount of judgments, fines, ERISA excise taxes, or penalties actually levied against the Indemnitee, or any amounts paid in settlement by or on behalf of the Indemnitee.

(d) “ Independent Counsel ” means a law firm or a member of a law firm that neither is presently nor in the past five years has been retained to represent (i) the Company or the Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a request for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s right to indemnification under this Agreement.

(e) “ Proceeding ” means any action, suit, arbitration, alternative dispute mechanism, inquiry, judicial, administrative, or legislative hearing, investigation, or any other threatened, pending, or completed proceeding, whether brought by or in the right of the Company or otherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative, or other nature, to which the Indemnitee was or is a party or is threatened to be made a party or is otherwise involved in by reason of the fact that the Indemnitee is or was a director, officer, employee, agent, or trustee of the Company or while a director, officer, employee, agent, or trustee of the Company is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such capacity, whether or not the Indemnitee is serving in such capacity at the time any expense, liability, or loss is incurred for which indemnification or advancement can be provided under this Agreement.

2. Service by the Indemnitee . The Indemnitee shall serve and/or continue to serve as a director or officer of the Company faithfully and to the best of the Indemnitee’s ability so long as the Indemnitee is duly elected or appointed and until such time as the Indemnitee’s successor is elected and qualified or the Indemnitee is removed as permitted by applicable law or tenders a resignation in writing.

3. Indemnification and Advancement of Expenses . The Company shall indemnify and hold harmless the Indemnitee, and shall pay to the Indemnitee in advance of the final disposition of any Proceeding all Expenses incurred by the Indemnitee in defending any such Proceeding, to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, all on the terms and conditions set forth in this Agreement. Without diminishing the scope of the rights provided by this Section, the rights of the Indemnitee to indemnification and advancement of Expenses provided hereunder shall include but shall not be limited to those rights hereinafter set forth, except that no indemnification or advancement of Expenses shall be paid to the Indemnitee:

(a) to the extent expressly prohibited by applicable law or the Bylaws of the Company;

(b) for and to the extent that payment is actually made to the Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, provision of the certificate of

incorporation or bylaws, or agreement of the Company or any other company or other enterprise (and the Indemnitee shall reimburse the Company for any amounts paid by the Company and subsequently so recovered by the Indemnitee); or

(c) in connection with an action, suit, or proceeding, or part thereof initiated by the Indemnitee (including claims and counterclaims, whether such counterclaims are asserted by (i) the Indemnitee, or (ii) the Company in an action, suit, or proceeding initiated by the Indemnitee), except a judicial proceeding pursuant to Section 11 to enforce rights under this Agreement, unless the action, suit, or proceeding, or part thereof, was authorized or ratified by the Board of Directors of the Company.

4. Action or Proceedings Other than an Action by or in the Right of the Company . Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was a director, officer, employee, agent, or trustee of the Company or while a director, officer, employee, agent, or trustee of the Company is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expense, liability, and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

5. Indemnity in Proceedings by or in the Right of the Company . Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent, or trustee of the Company or while a director, officer, employee, agent, or trustee of the Company is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expense, liability, and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided , however , that no such indemnification shall be made in respect of any claim, issue, or matter as to which the DGCL expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is entitled to indemnification for such expense, liability, and loss as such court shall deem proper.

6. Indemnification for Costs, Charges, and Expenses of Successful Party . Notwithstanding any limitations of Sections 3(c), 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

7. Partial Indemnification . If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

8. Indemnification for Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the maximum extent permitted by the DGCL, the Indemnitee shall be entitled to indemnification against all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf if the Indemnitee appears as a witness or otherwise incurs legal expenses as a result of or related to the Indemnitee’s service as a director or officer of the Company, in any threatened, pending, or completed action, suit, arbitration, alternative dispute mechanism, inquiry, judicial, administrative, or legislative hearing, investigation, or any other threatened, pending, or completed or proceeding, whether of a civil, criminal, administrative, legislative, investigative, or other nature, to which the Indemnitee neither is, nor is threatened to be made, a party.

9. Determination of Entitlement to Indemnification . To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Company of a written request by the Indemnitee for indemnification pursuant to Sections 4, 5, 6, 7 or 8, the entitlement of the Indemnitee to indemnification, to the extent not provided pursuant to the terms of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

10. Presumptions and Effect of Certain Proceedings . The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or

its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

11. Remedies of the Indemnitee in Cases of Determination Not to Indemnify or to Advance Expenses; Right to Bring Suit . In the event that a determination is made that the Indemnitee is not entitled to indemnification hereunder or if payment is not timely made following a determination of entitlement to indemnification pursuant to Sections 9 and 10, or if an advancement of Expenses is not timely made pursuant to Section 16, the Indemnitee may at any time thereafter bring suit against the Company in a court of competent jurisdiction in the State of Delaware seeking an adjudication of entitlement to such indemnification or advancement of Expenses. The Company shall not oppose the Indemnitee’s right to seek any such adjudication. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of Expenses), it shall be a defense that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful. Further, in any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a final judicial decision of a court of competent jurisdiction from which there is no further right to appeal that the Indemnitee has not met the standard of conduct described above. Neither the failure of the Company (including the Disinterested Directors, a committee of Disinterested Directors, Independent Counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the standard of conduct described above, nor an actual determination by the Company (including the Disinterested Directors, a committee of Disinterested Directors, Independent Counsel, or its stockholders) that the Indemnitee has not met the standard of conduct described above shall create a presumption that the Indemnitee has not met the standard of conduct described above, or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of Expenses hereunder, or brought by the Corporation to recover an advancement of Expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under applicable law, this Section 11 or otherwise shall be on the Company. If a determination is made or deemed to have been made pursuant to the terms of Section 9 or 10 that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding, and enforceable. The Company further agrees to stipulate in any court pursuant to this Section 11 that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the court shall determine that the Indemnitee is entitled to any indemnification or advancement of Expenses hereunder, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee in connection with such adjudication (including, but not limited to, any appellate proceedings) to the fullest extent permitted by law, and in any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee in connection with such suit to the extent the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of such suit, to the fullest extent permitted by law.

12. Non-Exclusivity of Rights . The rights to indemnification and to the advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other right that the Indemnitee may now or hereafter acquire under any applicable law, agreement, vote of stockholders or Disinterested Directors, provisions of a charter or bylaws (including the Certificate of Incorporation or Bylaws of the Company), or otherwise.

13. Expenses to Enforce Agreement . In the event that the Indemnitee is subject to or intervenes in any action, suit, or proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, the

Indemnitee, if the Indemnitee prevails in whole or in part in such action, suit, or proceeding, shall be entitled to recover from the Company and shall be indemnified by the Company against any Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

14. Continuation of Indemnity . All agreements and obligations of the Company contained herein shall continue during the period the Indemnitee is a director, officer, employee, agent, or trustee of the Company or while a director, officer, employee, agent, or trustee is serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, and shall continue thereafter with respect to any possible claims based on the fact that the Indemnitee was a director, officer, employee, agent, or trustee of the Company or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan. This Agreement shall be binding upon all successors and assigns of the Company (including any transferee of all or substantially all of its assets and any successor by merger or operation of law) and shall inure to the benefit of the Indemnitee’s heirs, executors, and administrators.

15. Notification and Defense of Proceeding . Promptly after receipt by the Indemnitee of notice of any Proceeding, the Indemnitee shall, if a request for indemnification or an advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability that it may have to the Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which the Indemnitee notifies the Company:

(a) The Company shall be entitled to participate therein at its own expense;

(b) Except as otherwise provided in this Section 15(b), to the extent that it may wish, the Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for any expenses of counsel subsequently incurred by the Indemnitee in connection with the defense thereof except as otherwise provided below. The Indemnitee shall have the right to employ the Indemnitee’s own counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such Proceeding, or (iii) the Company shall not within 60 calendar days of receipt of notice from the Indemnitee in fact have employed counsel to assume the defense of the Proceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion provided for in (ii) above; and

(c) The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, or for any judicial award if the Company was not given an opportunity, in accordance with this Section 15, to participate in the defense of such Proceeding. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on or disclosure obligation with respect to the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee shall unreasonably withhold its consent to any proposed settlement.

16. Advancement of Expenses . All Expenses incurred by the Indemnitee in defending any Proceeding described in Section 4 or 5 shall be paid by the Company in advance of the final disposition of such Proceeding at the request of the Indemnitee. To receive an advancement of Expenses under this Agreement, the Indemnitee

shall submit a written request to the Company. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be accompanied by an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced if it shall ultimately be determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is not entitled to be indemnified for such Expenses by the Company as provided by this Agreement or otherwise. The Indemnitee’s undertaking to repay any such amounts is not required to be secured. Each such advancement of Expenses shall be made within 20 calendar days after the receipt by the Company of such written request. The Indemnitee’s entitlement to Expenses under this Agreement shall include those incurred in connection with any action, suit, or proceeding by the Indemnitee seeking an adjudication pursuant to Section 11 of this Agreement (including the enforcement of this provision) to the extent the court shall determine that the Indemnitee is entitled to an advancement of Expenses hereunder.

17. Severability; Prior Indemnification Agreements . If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever, (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that are not by themselves invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that are not themselves invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent of the parties that the Company provide protection to the Indemnitee to the fullest enforceable extent. This Agreement shall supersede and replace any prior indemnification agreements entered into by and between the Company and the Indemnitee and any such prior agreements shall be terminated upon execution of this Agreement.

18. Headings; References; Pronouns . The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. References herein to section numbers are to sections of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the singular or plural as appropriate.

19. Other Provisions .

(a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware.

(b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

(c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company.

(d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

(e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy

hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the Company and the Indemnitee have caused this Agreement to be executed as of the date first written above.


COMPANY:

COEUR MINING, INC.

By:
Name:
Title:

INDEMNITEE:


Name:

Address:

[Indemnification Agreement]

Exhibit 14.1

CODE OF BUSINESS CONDUCT AND ETHICS

The purpose of this Code of Business Conduct and Ethics (the “Code”) is to provide guidance for all Directors and Employees (including Officers) of Coeur Mining, Inc. and its subsidiaries and affiliates throughout the world (the “Company”). All Company personnel are expected to maintain high ethical standards of conduct and to comply fully with applicable laws and governmental regulations. Day-to-day observance of this Code will support an attractive, healthy working environment for all Employees consistent with the Company’s core values, and further project a positive image of the Company to organizations with which the Company does business and the general public.

All Employees and Directors will receive or be provided with a copy of this Code, must read, understand and comply with this Code in all of the Company’s operations throughout the world, raise questions when in doubt about the best course of action, and report possible misconduct promptly after becoming aware of it. The Company does not tolerate acts of retaliation against any Director or Employee who makes a good faith report of known or suspected acts of misconduct or other violations of this Code.

This Code is in addition to other detailed policies that the Company may adopt from time to time. All Employees and Directors should read, understand and comply with any applicable detailed policies. References herein to the “Company” mean Coeur Mining, Inc. and all of its subsidiaries and affiliates; “Employees” means all employees of the Company, including, without limitation, the Chief Executive Officer and senior financial officers (e.g., principal financial officer, principal accounting officer, controller and other Employees performing similar functions); “Director” means any member of the Company’s Board of Directors; “Responsible Manager” means the top executive at the location where the Employee performs his or her duties; “General Counsel” means the person serving as the top legal counsel to the Company.

While this Code deals with major areas of concern, it cannot cover every situation that may arise. Employees and Directors are expected to exercise their own best judgment and discretion within the parameters of this Code, keeping in mind the high standards to which the Company is committed.

Procedures and Methods for Reporting Potential Violations and Ensuring Compliance

Every Employee and Director shall cooperate in assuring that any violation of this Code is brought to the attention of the appropriate person. Except as otherwise explicitly provided in this Code, if any Employee believes or suspects any possible misconduct, including unethical business practices, violations of this Code or Company violations of a law or regulation, or an Employee believes that he or she is being asked to engage in any such misconduct in the performance of duties for the Company, the matter must be promptly reported to the Employee’s supervisor or Responsible Manager.

If for any reason the Employee is uncomfortable reporting such matter to his or her supervisor or the Responsible Manager, then the Employee may report such matter on a confidential, anonymous basis without fear of dismissal or other retaliation by mail to General Counsel.

Employees may submit a written report of potential violations by mail to Casey M. Nault, Vice President, General Counsel and Secretary, at 505 Front Avenue, P.O. Box I, Coeur d’Alene, Idaho 83816-0316, United States of America, by email to CNault@coeur.com or by voicemail message on the whistleblower hotline. Employees also may submit a report involving the General Counsel directly to the Chair of the Audit Committee by sending the report to the same address and marking it as confidential and to be delivered directly to the Audit Committee Chair.


Whistleblower Hotline Phone Numbers by Country :

Argentina:		0800-444-3237
Bolivia:		800-100-436
Mexico:		001-877-636-2275
United States:		1-855-742-2085

No retaliation will be tolerated against an Employee or Director for reporting, in good faith, a potential violation, and any supervisor intimidating or imposing sanctions on any Employee or Director for reporting a matter in good faith will be disciplined. If an employee chooses to identify himself or herself, the confidentiality of the identity of the person making the report will be maintained to the maximum extent possible to the extent that it can do so consistent with the Company’s obligations to investigate and remedy the matter and , if appropriate, to report the matter to government officials. The General Counsel shall handle all Employee confidential reports in a timely manner and is responsible for advising the Audit Committee Chair or other appropriate Board Committee Chairperson regarding concerns raised by an Employee pursuant to this Code.

Any report of a potential violation should include, to the extent possible, the following:

•

A detailed description of the activity or issue;

•

The individuals involved;

•

Relevant time periods and locations;

•

Any immediate or urgent concerns;

•

Any additional information that is important and relevant to the report of potential misconduct.

Except as otherwise explicitly provided in this Code, if any Director believes or suspects any possible misconduct, including unethical business practices, violations of this Code or Company violations of a law or regulation, or a Director believes that he or she is being asked to engage in any such misconduct in the performance of duties for the Company, the matter must be promptly reported to the Chair of the Audit Committee or, if the matter involves the Chair of the Audit Committee, to the Chair of the Board of Directors.

An Employee or Director found to have violated this Code will be subject to appropriate disciplinary action, ranging from warnings to possible termination. In addition to the procedures set forth above, the Company has adopted the Procedures for Treatment of Reports of Potential Misconduct Policy that applies to all Employees and Directors. A copy of the policy has been distributed to all Employees and Directors, and additional copies may be obtained from the General Counsel.

Compliance With Laws and Regulations Generally

The Company insists that all of its business be conducted in compliance in all material respects, both in letter and spirit, with all applicable laws, rules and regulations. Further, it is the responsibility of every Employee and Director to comply with federal, state, local and foreign laws, rules and regulations in countries in which the Company operates. Although not all Employees and Directors are expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the General Counsel or legal department, generally.

Failure to obey all laws and regulations violates this Code and may expose both the Company and responsible Employees or Directors to criminal or civil prosecution. Any illegal action will be dealt with swiftly and violations will be reported to the proper authorities.

Honest and Ethical Conduct

The Company’s policy is to promote high standards of integrity by conducting its affairs honestly and ethically. Each Employee and Director must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company’s suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job.

Fair Dealings With Others

Each Employee and Director of the Company must deal fairly with the Company’s customers, suppliers, service providers, competitors, external advisers, employees, and anyone else with whom he or she has contact in the course of performing his or her job. No Employee or Director may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

Health, Safety and Environmental Matters

A sound environmental, health and safety performance contributes to the Company’s competitive strength and benefits its stockholders and Employees. Employees are therefore expected to conduct operations on behalf of the Company with the highest regard for the quality of the environment. Translated into day-to-day activities, that means reporting unsafe working conditions, using resources efficiently, recycling as appropriate, handling any hazardous materials properly and handling and disposing of all materials and waste according to applicable laws and Company policies.

Maintaining a secure workplace safeguards the Company’s Employees, information and property. The Company is committed to complying with all laws and standards established by

appropriate federal, state, and local governments and agencies (both United States and foreign) respecting discharges into water sources or the atmosphere or the disposal of solid and hazardous wastes. The Company has adopted an Environment, Health, Safety and Social Responsibility Policy that applies to all Employees and Directors. A copy of the policy has been distributed to all Employees and Directors, and additional copies may be obtained from the General Counsel.

Compliance with Securities Laws; Disclosures and Other Public Communications

The Company discloses information to the public on a regular basis. Employees responsible for making the Company’s periodic reports and other documents filed with the Securities and Exchange Commission (the “SEC”), including all financial statements and other financial information, , are responsible for preparing these disclosures in compliance with applicable securities laws and rules. The Company’s SEC filings and other public communications should contain full, fair, accurate, timely and understandable disclosures.

Each Employee who is involved in the Company’s disclosure process must: (a) be familiar with and comply with the Company’s accounting and disclosure rules and controls and procedures, and generally accepted accounting principles, and cooperate fully with the Company’s internal and external auditors; and (b) take all necessary steps such that all filings with the SEC and all other public communications about the financial and business condition of the Company provide full, fair, accurate, timely and understandable disclosure.

Insider Information

Employees or Directors who are aware of material information regarding the Company or another public company which has not been disclosed to the public (i.e., facts which may affect the market price for that company’s securities and investors’ decisions to trade therein) must hold that information in strictest confidence and refrain from buying or selling or influencing the decisions of others to buy or sell the securities until such information has been publicly disclosed and enough time has elapsed to allow investors to react to the information. The Company has adopted an Insider Trading Policy that applies to all Employees and Directors. A copy of the policy has been distributed to all Employees and Directors, and additional copies may be obtained from the General Counsel.

Corporate Opportunities

Employees and Directors owe a duty to the Company to advance its business interests when the opportunity arises. As a result, Employees and Directors are prohibited from taking advantage for themselves (or for the benefit of friends or family members) of certain business opportunities in which the Company may be interested. Those business opportunities may include, but are not limited to: (i) personally taking advantage of any business opportunity that typically would be pursued by, or would be of interest to, the Company; (ii) personally taking advantage of any other business opportunity that the Company may want to take advantage of if the opportunity is discovered using Company assets, property, business contacts, information or position; or (iii) competing with or otherwise disadvantaging the Company. Employees and Directors may not use Company assets, property, information or position for personal gain. If an Employee or Director has any question regarding any potential business opportunity, he or she should consult with the General Counsel, prior to pursuing the opportunity.

Conflicts of Interest

Conflicts of interest arise when an Employee’s or Director’s personal interests (or the interests of a member of his or her family) interfere, or even appear to interfere, with the interests of the Company. A conflict of interest can arise when an Employee or Director (or a member of his or her family) takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when an Employee or Director (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Company. It is impossible to describe all situations that may cause or give the appearance of a conflict of interest; however, some examples of potential conflicts of interest include:

Operating any outside business or accepting full-time, part-time, or temporary employment, including serving as an advisor or consultant, with (a) any organization that does business with the Company or is a competitor of the Company or (b) any outside business if the demands of the outside business would interfere with the Director or Employee’s responsibilities with the Company.

Holding any financial interest, including stock ownership, in any outside business that might create the appearance of a conflict of interest.

Seeking or accepting any personal loan or services from any outside business, except from financial institutions or service providers offering similar loans or services to third parties under similar terms in the ordinary course of their respective businesses.

Accepting any personal loan or guarantee of obligations from the Company, except to the extent such arrangements are legally permissible.

Giving, offering, or promising, directly or indirectly, anything of value to any representative of a family member, an associate, a potential associate, or a financial institution in connection with any transaction or business that the Company may have with such family member, associate, potential associate, or financial institution.

Whether or not a conflict of interest exists or will exist can be unclear. Persons other than Directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with, and seek a determination and prior authorization or approval from, their supervisor, Responsible Manager or General Counsel. A supervisor or Responsible Manager may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first providing the General Counsel with a written description of the activity and seeking the General Counsel’s written approval. If the supervisor or Responsible Manager is directly involved in the potential or actual conflict, the matter should instead be discussed directly with the General Counsel. Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Nominating and Corporate Governance Committee.

Protection and Proper Use of Company Information, Property and Information Systems

All Employees and Directors should protect the Company’s information and property and take responsibility for using it properly and efficiently. Theft, carelessness and waste have a direct impact on the Company’s profitability and are prohibited. All Company information and property should be used only for legitimate business purposes; incidental personal use is permitted only to the extent provided in this Code or in the Company’s other applicable policies.

Company Information

“Company Information” includes all proprietary information that is not generally available to or known by the public. It includes Intellectual Property (as defined below) as well as business and marketing plans, engineering and ideas, designs, databases, records, any non-public financial data or reports, and documents, emails, and other materials referencing or containing Company Information (and all derivative materials prepared from those documents). It includes information in any format: written, electronic, visual or oral. It also may include information that the Company develops, purchases or licenses It also includes information the Company receives from others, and information about third parties that Employees and Directors learn, from whatever source, in the course of performing their duties for the Company.

Company Information is a valuable asset and it may be commercially sensitive, confidential or legally privileged. The Company also may owe legal and contractual obligations of confidentiality to a third party in relation to confidential information of that party. Employees may obtain and use Company Information only to the extent needed to perform their jobs properly; and must protect Company Information against improper disclosure, theft or misuses. Accordingly, Employees cannot, directly or indirectly:

Disclose any Company Information to others, including other Employees, unless they have a legitimate need to know it to perform their jobs and, if they are not Employees of the Company, have agreed to maintain its confidentiality;

Use Company Information for any purpose other than its intended use;

Copy any documents containing Company Information, or remove any documents or other records or copies from the work area, except as required to perform their jobs properly; or

Dispose of Company Information inappropriately.

Any questions regarding confidentiality of any Company Information, use of Company Information, or disclosure of Company Information may be addressed to your supervisor, Responsible Manager or the office of the General Counsel.

Upon request or termination of employment, all Company Information must be returned to the Company. The Company has adopted a Records Management Policy which provides the procedures an Employee or Director must follow upon termination for the migration of records, including Company Information. A copy of the policy has been distributed to all Employees and Directors, and additional copies may be obtained from General Counsel.

Company Property

“Company Property” includes, without limitation, the Company’s equipment, computers, software, inventory, funds, office supplies, technologies, concepts, Intellectual Property, plans, lists, data, directories, samples, plans, ore, waste rock, precious metals concentrates and doré.

Employees may, from time to time, perform certain tasks and duties which result in the creation of patents, trademarks, service marks, copyrights, trade names, inventions, improvements, processes, formulas, trade secrets, mailing lists, know how, and proprietary or confidential information, all of which is herein referred to as “Intellectual Property.” Further, it is recognized that Employees may come in contact with such Intellectual Property in the course of their normal duties.

Intellectual Property, as described here, shall not be used for an Employee’s own benefit or purposes, nor given or sold to any third party either during or after employment with the Company, unless it can be clearly demonstrated that the Intellectual Property is in the public domain. If the Intellectual Property is created by an Employee, in whole or in part, within the scope of his or her employment, or by the Company while an Employee is employed by the Company, the Employee shall have no rights pertaining to that Intellectual Property. Such Intellectual Property is owned exclusively by the Company.

Company Information Systems

All of the Company’s information systems, including communications systems, magnetic media, e-mail, voice mail, and Intranet, Extranet and internet access systems are the Company’s property and generally must be used only for business activities. Incidental personal use is permissible as long as it does not consume more than a trivial amount of resources, does not interfere with productivity, does not preempt any business activity, is otherwise appropriate and reasonable and is consistent with the Company’s business values, this Code, and the Company’s other applicable policies. The Company reserves the right at any time to access, read, monitor, inspect and disclose the contents of, postings to and downloads from all of the Company’s information systems.

Employees may not use the Company’s information systems to access, view, post, store, transmit, download, or distribute any illegal, profane, obscene, derogatory, harassing, offensive or inappropriate materials. Additionally, no Employee may use these systems to send Company information or copyrighted documents that are not authorized for transmittal or reproduction.

The Company has adopted a Use of Company Computer Systems Policy , Use and Retention of Company Email Policy , and Use of Company Internet Resources Policy that applies to all Employees and Directors. Copies of the policies listed above have been distributed to all Employees and Directors, and additional copies may be obtained from General Counsel.

Visitors

No persons other than Company employees and those entering on Company business shall be allowed to enter a Company facility without authorization from the facility’s management. Examples of persons who are considered to be entering on Company business are truck drivers making deliveries or pickups, employees of an independent contractor doing construction work at the time, employees of other units and public utility employees. Examples of persons who are not on Company business are outside salespeople and soliciting agents, public officers or inspectors, visitors, persons seeking employment and persons desiring to see or interview employees.

No Company Information concerning financial, cost, metallurgical data, permitting, mining claims, operational performance or plans, safety or environmental performance or other Company Information that has not been publicly disclosed shall be given to any person visiting the operations of the Company unless specifically authorized by the General Counsel or unless the person visiting the unit is entitled to receive such information in the ordinary course of business. If there is any doubt as to whether a visitor is to be entitled to receive such information, the question shall be properly referred to the General Counsel for proper authorization.

Accuracy, Retention and Disposal of Records

Good business practice requires that certain Company records be retained for various time periods. Often, these are required by law, and it is the responsibility of each Employee to ensure that records are retained in compliance with applicable document retention policies established from time to time by the Company and in compliance with applicable laws. No one may falsify or improperly alter any information contained in the Company’s books, records and accounts. Documents that need not be kept should be disposed of in compliance with the Company’s retention policies. Where litigation or a government investigation is likely or ongoing, records may not be destroyed until the General Counsel advises that the matter has been concluded. For questions about record retention, contact the General Counsel, particularly if any litigation, investigation, or administrative action is (or may be) threatened or pending. The Company has adopted a Records Management Policy that applies to all Employees and Directors. A copy of the policy has been distributed to all Employees and Directors, and additional copies may be obtained from General Counsel.

Gifts and Entertainment; Business with Foreign Governments and Government Officials

Gifts and Entertainment to or from the Company’s customers, suppliers, partners, service providers, competitors, regulators and anyone else with whom an Employee has contact in the course of performing his or her job:

Cash, gifts, entertainment, travel, per diem reimbursements, or any other form of monetary or equivalent benefit may not be given or received by Employees or Directors as a reward,

encouragement or improper influence for preferential treatment, to or from, the Company’s customers, suppliers, partners, service providers, competitors, regulators and anyone else with whom he or she has contact in the course of performing his or her job. Any Employee or Director that wishes to give or receive modest gifts and entertainment, to or from, the Company’s customers, suppliers, partners, service providers, competitors, regulators and anyone else with whom he or she has contact in the course of performing his or her job, is subject to pre-approval by the Company’s management, and any approval may only be given outside of any actual or anticipated bidding/tendering process.

Business with foreign governments and government officials:

The Company will not tolerate efforts to obtain or retain business or other improper business advantages by making payments, giving gifts, or providing any other thing of value to officials of a government, a foreign political party, or a public international organization (“Foreign Government Official”) either to improperly influence their official acts or decisions, or to improperly induce them to use their influence to affect any governmental or other official act or decision. In addition, no Employee or Director may give anything of value to any person or firm where he or she has reason to believe that there is a probability that the thing of value will be passed on to a Foreign Government Official for improper purposes (e.g., payment of commissions to a sales representative with reason to believe that a portion of the commission will be provided to a government official).

It is the policy of the Company to comply with all applicable anticorruption laws. Most countries around the world have laws that prohibit making payments or giving anything of value to government officials to improperly influence such officials. The Company and any persons acting on its behalf are also subject to the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”), which prohibits offering, promising, paying or providing, or authorizing the payment or providing of anything of value, directly or indirectly, to a Foreign Government Official to improperly influence the recipient to misuse his or her official position for the purpose of obtaining or retaining business for or with, or directing business to, any person, or obtaining any improper business advantage.

Accordingly, Employees and Directors must never give, offer, promise, or authorize any improper payments, such as bribes or kickbacks, or other improper inducements in connection with the Company’s business. In addition to facing disciplinary actions, including termination of employment for violations of this policy, Employees and the Company can face severe criminal penalties for violating the FCPA or local law. The Company has adopted an Anti-Corruption and Anti-Bribery Policy that provides further guidance, including relevant definitions, on anti-corruption law compliance and Company expectations, which applies to all Employees and Directors. A copy of the policy has been distributed to all Employees and Directors, and additional copies may be obtained from General Counsel.

Governmental Investigations

It is the Company’s policy to cooperate in the administration of all laws and regulations to which it is subject. Such cooperation, however, must be conducted in a manner that does not unduly

interfere with the business of the Company nor jeopardize its legitimate interests. Employees who receive notice of any governmental investigation involving the Company or any request to testify in a legal proceeding with regard to the Company should promptly notify their supervisor, Responsible Manager and the General Counsel, as it is often in the interest of both the Employee and the Company to have counsel present for discussions with investigators.

All questionnaires or other requests for statistical information from any outside source, including federal, state or other governmental agencies, shall be forwarded to the Controller, who will consult with the General Counsel and Chief Financial Officer to decide whether and how the information requested shall be furnished.

Administration and Waivers

The Audit Committee of the Company’s Board of Directors is responsible for setting the standards of business conduct contained in this Code and updating these standards as it deems appropriate to reflect changes in the legal and regulatory framework applicable to the Company, the business practices within the Company’s industry, the Company’s own business practices, and the prevailing ethical standards of the communities in which the Company operates. This Code and any subsequent material amendments are subject to the approval of the Board. Administrative and non-material amendments may be approved by the Chief Executive Officer in consultation with the General Counsel.

The Audit Committee of the Company’s Board of Directors is responsible for overseeing the interpretation and enforcement of this Code. Only the Audit Committee (in the case of a violation by a Director or executive officer) and the General Counsel (in the case of a violation by any other person) may, in its sole discretion, waive provisions of this Code. All waivers of this Code for Directors and executive officers, or changes to this Code, must be publicly disclosed (to the extent required) in a manner that complies with the requirements of the SEC, the listing standards of the New York Stock Exchange and other applicable laws.

This Code is not an employment contract. By issuing this Code, the Company has not created any contractual rights.

Questions

The Company strongly encourages any Employee or Director, who has questions about this Code, to contact Tom T. Angelos, Senior Vice President and Chief Compliance Officer, or Casey M. Nault, Vice President and General Counsel, at 208-667-3511.

Acknowledgement

All Employees and Directors are expected to comply with all policies and procedures adopted by the Company. Each Employee and Director is expected to verify the receipt, review, understanding of and compliance with this Code upon employment with the Company or election to the Board, as applicable, annually thereafter, and at the time of any published revision.

Approved by the Board of Directors May 14, 2013

Exhibit 99.1

LOGO

NEWS RELEASE

Coeur Announces Preliminary Voting Results of 2013 Annual Meeting of Shareholders

and Receipt of Favorable ISS Governance QuickScore

Coeur d’Alene, Idaho – May 14, 2013 – Coeur d’Alene Mines Corporation (the “Company” or “Coeur”) (NYSE: CDE, TSX: CDM) today announced preliminary voting results from the Company’s Annual Meeting of Shareholders, held at The University Club of Chicago.

Based upon the tally of shares voted, approximately 79 percent of outstanding shares were represented at the meeting. All director nominees, including Robert E. Mellor, John H. Robinson, J. Kenneth Thompson, Sebastian Edwards, Mitchell J. Krebs, Linda L. Adamany, Kevin S. Crutchfield and Randolph E. Gress were elected to the Company’s Board of Directors. Each director received at least 98 percent of the votes cast “For.” Mr. Crutchfield and Mr. Gress are newly elected members of the Board, and Ms. Adamany was elected by the shareholders for the first time after her appointment by the Board in March 2013. At the Annual Meeting, the Company recognized and thanked outgoing directors James J. Curran and L. Michael Bogert for their significant contributions and years of service to the Company.

Shareholders also approved on an advisory basis, the Company’s executive compensation, commonly known as “Say-on-Pay.” The non-binding proposal provided shareholders the opportunity to endorse or not endorse the Company’s executive pay programs and policies. The Company’s Say-on-Pay received approximately 96 percent of the votes cast “For” the proposal.

With approximately 99 percent of the votes cast “For,” shareholders approved the Company’s proposal to change its state of incorporation from Idaho to Delaware. The Company expects to accomplish the reincorporation by converting to a Delaware corporation as provided in the Idaho Business Corporation Act, Idaho Entity Transactions Act and Delaware General Corporation Law. The Company’s filings with the Delaware Secretary of State also will effect a change of the Company’s name from “Coeur d’Alene Mines Corporation” to “Coeur Mining, Inc.” The Company expects the reincorporation to become effective on or about May 16, 2013.

The Company today also announced that it had received a favorable ISS Governance QuickScore of “2.” The ISS Governance QuickScore is a quantitative tool designed to identify potential governance risk within a company. A score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.

Finally, with approximately 99 percent of the votes cast “For,” shareholders ratified KPMG LLP as the Company’s independent registered public accountants for the year ending December 31, 2013.

About Coeur

Coeur d’Alene Mines Corporation 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. Coeur has a non-operating interest in the Endeavor silver-gold mine in Australia. The Company has two feasibility stage projects, the Joaquin silver project in Argentina and the La Preciosa silver-gold project in Mexico. In addition, Coeur 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.

For Additional Information:

Wendy Yang, Vice President, Investor Relations

(208) 665-0345

Stefany Bales, Director, Corporate Communications

(208) 667-8263