Coeur d’Alene Mines Corporation (the “Company” or “Coeur”) (NYSE: CDE) (TSX: CDM) today announced that it is entering into a definitive agreement pursuant to which Coeur will agree to acquire all of the issued and outstanding common shares of Orko Silver Corp. (“Orko”) (TSX VENTURE: OK) in a transaction with a total value of approximately CAD$350 million. The transaction will be implemented by way of a plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) and is expected to close in April 2013.

Mitchell J. Krebs, Coeur’s President and Chief Executive Officer said, “We look forward to realizing the substantial benefits of this transaction. Orko’s key asset, the La Preciosa silver project in Mexico, is one of the largest undeveloped silver deposits in the world and adds a large-scale development opportunity with significant exploration upside to Coeur’s portfolio. The combination with Orko will deliver enhanced asset and geographic portfolio diversification and robust growth prospects for our combined shareholder base.”

Gary Cope, President and Chief Executive Officer of Orko said, “This compelling transaction provides Orko shareholders with an attractive premium, value certainty through the substantial cash component of Coeur’s offer and the opportunity to share in the significant upside potential of the combined entity. Coeur has the financial and operational resources necessary to realize the true value of La Preciosa and we look forward to working with them to complete the transaction as expeditiously as possible.”

Based on the closing price of Coeur shares on February 19, 2013, Coeur’s offer implies a value of CAD$2.46 per Orko share, which represents a premium of approximately 56% to the unaffected Orko share price on December 14, 2012, the last trading day prior to the announcement of Orko’s agreement to be acquired by First Majestic Silver Corporation (“First Majestic”) (FR.TO) (AG) (FMV.F).

Under the terms of the Arrangement, Orko shareholders may elect to receive in exchange for each Orko share:

• 0.0815 common shares of Coeur (“Coeur Shares”), CAD$0.70 cash and 0.01118 warrants to purchase Coeur shares (“Coeur Warrants”);
• 0.1118 Coeur Shares and 0.01118 Coeur Warrants, subject to pro-ration as to the number of Coeur Shares if the total number of Coeur Shares elected by Orko shareholders exceeds approximately 11.6 million; or
• CAD$2.60 in cash and 0.01118 Coeur Warrants, subject to pro-ration as to the amount of cash if the total cash elected by Orko shareholders exceeds CAD$100 million.

If all Orko shareholders were to elect either the all cash (and Coeur Warrants) or the all share (and Coeur Warrants) alternative, each Orko shareholder would receive 0.0815 Coeur Shares and CAD$0.70 in cash, together with 0.01118 Coeur Warrants, for each Orko share. Following the completion of the transaction, the current shareholders of Orko will hold approximately 11% of the issued and outstanding shares of Coeur (prior to the exercise of the Coeur Warrants).

Orko delivered a notice of termination of its previously announced agreement with First Majestic and Coeur transmitted the termination fee to First Majestic, following the February 19, 2013 announcement by First Majestic that it has elected not to exercise its right to match Coeur’s offer under the terms of the agreement between Orko and First Majestic. Orko has also cancelled its special meeting scheduled for 10:00 a.m. Vancouver time, February 20, 2013.

Transaction Next Steps

The transaction has been approved by the Board of Directors of Coeur and no further corporate or shareholder approvals are required by Coeur to complete the transaction. The transaction is not conditional on any financing. The Board of Directors of Orko has unanimously approved the transaction and has resolved to unanimously recommend that Orko shareholders vote in favor of the transaction. BMO Capital Markets and GMP Securities L.P. have provided an opinion to the Board of Directors of Orko that the consideration to be received by Orko shareholders under the transaction is fair, from a financial point of view, to the Orko shareholders.

The transaction will be carried out by way of a court-approved plan of arrangement and will require the approval of at least 66 2/3% of the votes cast by the shareholders of Orko, at a special meeting expected to take place in April 2013. Assuming Orko shareholders approve the transaction at the special meeting and all court and regulatory approvals are obtained, the transaction is expected to close in April 2013.

The arrangement agreement includes non-solicitation provisions, right to match covenants and provides for the payment of a termination fee to Coeur of CAD$11.6 million upon the occurrence of certain events.

Full details of the transaction will be included in a Management Information Circular to be filed with the regulatory authorities and mailed to Orko shareholders in accordance with applicable securities laws. Orko expects to mail the Management Information Circular in March 2013.

Additional Transaction Details

Each whole Coeur Warrant will be exercisable for one Coeur Share for a period of four years from the clearance of the registration statement qualifying the underlying shares at an exercise price of US$30.00, all subject to adjustment in accordance with the terms of the warrant. While Coeur will use commercially reasonable efforts to register the Coeur Shares issuable on exercise of the Coeur Warrants under applicable United States securities laws and have the Coeur Warrants listed and posted for trading on the Toronto Stock Exchange and New York Stock Exchange, the completion of such registration and listing will not be a condition of closing of the transaction.

In addition, Coeur will use commercially reasonable efforts, subject to compliance with certain Coeur contractual obligations, to make any necessary amendments to the transaction to permit Orko shareholders who are residents of Canada for purposes of the Income Tax Act (Canada) (other than such Orko shareholders who are exempt from tax thereunder) and who would otherwise receive Coeur Shares under the transaction, to receive instead shares of a Canadian-incorporated subsidiary of Coeur (the “Exchangeable Shares”) that are exchangeable into Coeur Shares to allow such Orko shareholders to receive a tax-deferred roll-over under the Income Tax Act (Canada) to the extent that the non-share consideration received does not exceed the shareholder’s cost base for Canadian tax purposes. While Coeur will use commercially reasonable efforts to register the Coeur Shares issuable on exchange of the Exchangeable Shares under applicable United States securities laws, the completion of such registration will not be a condition of closing of the transaction.

The transaction contemplates that the Coeur Shares will exempt from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) pursuant to Section 3(a)(10) of the U.S. Securities Act. Consequently, the Coeur Shares will not be registered under the U.S. Securities Act or under any U.S. state securities laws, other than Coeur Share to be issued upon exercise of the Coeur Warrants or the exchange of the Exchangeable Shares which may be registered under the U.S. Securities Act. This news release shall not constitute an offer to sell or a solicitation of an offer to purchase the Coeur Shares, Coeur Warrants, Exchangeable Shares or any other securities, and shall not constitute an offer, solicitation or sale in any jurisdiction, province or state in which such an offer, solicitation or sale would be unlawful.

Advisors

J.P. Morgan is serving as financial advisor to Coeur on this transaction and Fasken Martineau DuMoulin LLP and Gibson, Dunn & Crutcher LLP are serving as legal advisors. BMO Capital Markets and GMP Securities L.P. are acting as financial advisors to Orko. Stikeman Elliott LLP is acting as legal advisor to Orko.