SecProbe.io

January 29 , 2015

Mr. Mitchell J. Krebs
President and Chief Executive Officer
Coeur Mining, Inc.
104 S. Michigan Ave., Suite 900
Chicago, Illinois 60603

Re: Coeur Mining, Inc.
  Registration Statement on Form S-4
Filed  January 7, 2015
  File No.  333-201382

Dear Mr. Krebs :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments , we may have additional comments.

General

1. Please include the pro forma financial information required by Article 11 of Regulation
S-X.  Refer to Item 5 of Form S -4.

Summary Historical Financial Data of Coeur, page 12

2. Please revise your financial dat a section to include the pro forma information required by
Item 3 of Form S -4.

Comparative Per Share Information, page 15

3. Please revise to present in comparative columnar form (a) historical and pro forma per
share data for Coeur and (b) historical and e quivalent pro forma per share data for
Paramount.  Refer to Item 3(f) of Form S -4.

Mr. Mitchell J. Krebs
Coeur Mining, Inc.
January 29 , 2015
Page 2

 Background of the Merger, page 37

4. Please identify the investment bank that had a representative at the September 5, 2014
meeting.

5. Discuss in greater detail the non-dilutive financing opportunities sought by Paramount.
Also, please discuss whether any other strategic alternatives were considered.

6. We note disclosure that a special committee was formed by the Paramount board to
consider a proposed transaction betw een SpinCo and a third party.  Please add disclosure
regarding how the members of the committee were selected and what duties they were
given .

7. We note the financial advisors for Coeur Mining and Paramount provided oral opinions
to the respective boards on  December 15, 2014, which were subsequently confirmed in
writing.  Please provide us supplemental copies of any materials, such as board books,
used in their presentations to the board.   We may have additional comments after
reviewing these materials.

Paramount’s Reasons for the Merger; Recommendation of the Paramount Board of Directors,
page 45

8. We note your disclosure on page 37 that the Paramount board has considered other
transactions in the past.  Please add disclosure regarding any consideration give n by the
Paramount board regarding alternatives to the transaction, including with other
companies in the industry.

Opinion of Coeur’s Financial Advisor, page 48

9. We note the disclosure on page 49 that the Paramount Projections were provided to
Raymond J ames through Coeur.  Please revise your registration statement to disclose the
Paramount Projections.

10. We note disclosure on page 51 that Raymond James considered the estimated Capital
Savings in its analysis.  We also note the Coeur -Paramount Projection s used in the
Discounted Cash Flow Analysis on page 53.  Please disclose these projections.

11. We note the companies considered in the Selected Companies Analysis and the Selected
Transaction Analysis.  Please advise whether any additional companies fit with in the
criteria but were not analyzed, and if so, why they were excluded.

12. Please describe the method of selection of Raymond James by Coeur Mining, Inc.  Refer
to Item 1015(b)(3) of Regulation M -A for guidance.

Mr. Mitchell J. Krebs
Coeur Mining, Inc.
January 29 , 2015
Page 3

 13. Please expand the compensation disclosure on page 55 to disclose the aggregate
compensation  received by Raymond James in the past two years for all services.  Refer to
Section 1015(b)(4) of Regulation M -A for guidance.

14. Please revise the compensation disclosure on page 55 to clearly state the amou nt of the
compensation that is contingent upon the closing of the transaction.

Opinion of Paramount’s Financial Advisor, page 55

15. Please clarify with greater specificity the criteria used to determine the comparable
precedent transactions on page 61.  Ple ase advise whether any additional transactions fit
within the criteria but were not analyzed, and if so, why they were excluded.  Provide
similar disclosure for the companies on page 64.

16. Please clarify on page 61 how the P/NAV range and EV/Resource range used in
determining the generated illustrated values were determined.  Please revise similar
disclosure on page 64.

The Voting and Support Agreement, page 83

17. Please disclose the amount and percent of shares of Paramount that shareholders have
agreed to v ote in favor of the merger agreement.

Exhibits

18. Please remove from the legality opinion the statement that you are not admitted to
practice in the state of Delaware, as it is a limitation on the opinion.  For guidance, see
SLB 19.

19. We note that you have f iled the forms of the legal and tax opinions.  Please file the
executed opinions prior to requesting effectiveness.

20. Please file the royalty agreement as an exhibit or incorporate it by reference in the
exhibits index.

We urge all persons who are responsi ble for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

Mr. Mitchell J. Krebs
Coeur Mining, Inc.
January 29 , 2015
Page 4

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with re spect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the fi ling; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities unde r
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the req uested effective date of the
registration statement.

Please contact Hillary Daniels at (202) 551 -3959  or Pamela Howell  at (202) 551 -3357
with any questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director

cc: Steven R. Shoemate, Esq.
 Gibson, Dunn & Crutcher LLP