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Exhibit 99.1
AGREEMENT
THIS AGREEMENT is entered into as of October 19, 1995, by and between
SUNSHINE MINING AND REFINING COMPANY (the "Company"), whose address is 877 W.
Main St., Suite 600, Boise, Idaho 83702; and ELLIOTT ASSOCIATES, L.P., whose
address is 712 Fifth Avenue, 36th Floor, New York, New York 10019 ("Elliott"),
who is the beneficial owner of 535,800 shares of $11.94 (Stated Value)
Preferred Stock of the Company (the "Preferred Stock").
For good and valuable consideration, the parties hereto, intending to
be legally bound, agree as follows:
1. Elliott hereby covenants and agrees to vote all of the shares
of Preferred Stock beneficially held by it FOR the merger proposal (the "Merger
Proposal") as outlined in the term sheet attached herewith and incorporated
herein by reference, at a special meeting of shareholders of the Company, and
any adjournment thereof, at which the Merger Proposal may be presented for the
approval of shareholders.
2. Elliott agrees that it will not join nor participate as a
party in that certain litigation commenced against the Company by Harbor
Finance Partners, a Colorado partnership, and currently pending in Delaware
Chancery Court, New Castle County, identified as Case No. CA 14159, nor in any
similar litigation.
3. This Agreement, and all obligations hereunder, including
without limitation paragraph 2, shall expire upon the earlier of (i) the 120th
day after the date hereof, provided that the merger ("Merger") described in the
Merger Proposal has not occurred, or (ii) the date, if any, upon which the
Merger Proposal is either withdrawn or materially modified by the Company.
4. This Agreement shall be binding upon the parties' successors
and assigns. This Agreement shall be interpreted pursuant to the laws of the
state of Delaware.
5. By executing this Agreement, the undersigned each represent
and warrant that it has been duly authorized to execute this Agreement and to
be bound thereby.
ELLIOTT ASSOCIATES, L.P.
DATED: October 19, 1995 By: PAUL E. SINGER
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Paul E. Singer, General
Partner
SUNSHINE MINING AND REFINING COMPANY
By: WILLIAM W. DAVIS
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William W. Davis, Senior
Vice-President and Chief
Financial Officer
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PREFERRED STOCK
PROPOSED TRANSACTION
Merge SSC into special purpose sub, with each Preferred share replaced by (a)
Sunshine Common Stock issuable pursuant to the formula described below, and (b)
.9 share of common stock or, at the option of the holder, 2 Warrants as
described below:
SUNSHINE COMMON STOCK
The number of shares of Common stock will be
that number of shares determined by dividing
the closing price on Sunshine Common stock
on the latest date practical prior to
mailing the prospectus into $10.50 (at a
1 7/8 Common stock price, 5.6 shares).
If the average closing price of the Common
stock on the NYSE for the first 120 trading
days after the Effective Date of the Merger
is less than the initial price used to
determine the number of shares issuable,
additional Common shares will be issued as
soon as practical after the end of the
120-trading day period. The additional
number of shares issuable will be determined
by the following formula, where:
X = Average Common stock closing price on
the NYSE for first 120 trading days
after issuance, and
Y = Average Common shares initially
issuable per Preferred share
$10.50 - Y. In no event will the total of
------ initial shares
X
issuable, plus additional shares issuable,
exceed 8.4.
WARRANTS
Shares purchasable 1
Exercise Price 110% of the Common stock closing price on
the latest date practical prior to mailing
the prospectus; resettable to 110% of
average closing price of the Common stock on
the NYSE for the first 120 trading days
after the Effective Date of the Merger, if
such price is less than the initial price.
Expiration 5 years from issuance