Apex Silver Mines Limited
Ticker:SIL Caledonian Houses, Ground Floor Mary Street
Exchange:New York Stock Exchange George Town, CAYMA
Industry:Natural Resources (SIC Code 1044) 3459490050
# of Employees:33

Offering Information
Type of Shares:Ordinary Shares Filing Date:8/29/97
U.S. Shares:5,000,000 Offer Date:11/24/97
Non-U.S. Shares:0 Filing Range:$13.00 - $15.00
Primary Shares:5,000,000 Offer Price:$11.00
Secondary Shares:0 Gross Spread:$0.77
Offering Amount: $70,000,000 Selling:$0.45
Expenses: - Reallowance:$0.10
Shares Out After:18,601,554

Primary Underwriting Group
ManagerTierPhone
Salomon Brothers Inc.Lead Manager (212) 783-2947
PaineWebber IncorporatedCo-manager (212) 713-2626
Scotia Mcleod SecuritiesCo-manager (416) 863-7411

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Akin, Gump, Strauss, Hauer & Feld
Bank's Law Firm: Winstead Sechrest & Minick
Auditor: Price Waterhouse

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 6/30/97 6/30/96 6/30/97
Revenue:$0.57$0.48$0.07Assets:$14.29
Net Income:-$11.72-$11.18-$3.32Curr Assets:$13.59
EPS:-$1.11-$0.85-$0.38Liabilities:$0.99
Prior EPS:-$0.21-$12.98-$4.94Curr Liabilities:$0.99
Cash Flow/Oper:-$12.09$0.17$2.82Equity:$13.31
Cash Flow/Fin:$35.27-$9.05Cash:$4.09
Cash Flow/Inv:-$0.52-$9.05Working Cap:$12.60

Business Description
The company is engaged in the exploration and development of silver properties in South America, Central America and Central Asia. The company is one of the largest, privately controlled portfolios of silver exploration properties in the world. Since 1993, the Company has acquired the rights to or gained control of 27 non-producing silver properties located in or near the traditional silver producing regions of Bolivia, Peru, Chile, Honduras, Mexico, Kyrghyzstan, Mongolia and Tajikistan. Exploration efforts since 1993 have successfully produced the Company's first development project, the San Cristobal project (the "San Cristobal Project") located in southern Bolivia, where regular and close spaced drilling and analysis have delineated substantial proven and probable reserves of silver, zinc and lead. In addition, exploration activities at the Company's other properties in Bolivia, Peru and Honduras indicate the presence of significant quantities of mineralized material containing silver and other metals.

Competition
The mining industry is intensely competitive. The Company competes with many companies possessing greater financial resources, operational experience and technical facilities than itself. Competition in the mining business could adversely affect the Company's ability to attract requisite capital funding or acquire suitable producing properties or prospects for mineral exploration in the future. The Company recently has encountered increasing competition from other mining groups in its efforts to acquire mineral properties.

Business Plan
The Company was founded in 1993 to acquire and develop attractive silver properties throughout the world. Since 1993, the Company has acquired a portfolio of silver properties covering approximately two million acres in eight countries. These acquisitions were premised on several factors, including (i) the low price of silver relative to the price of other precious metals, (ii) a perception that silver supply and demand fundamentals were stronger than the then-prevailing price of silver suggested, (iii) the general scarcity of attractive publicly-traded silver companies, and (iv) the perception of negative sentiment within the traditional silver mining community.

Use of Proceeds
The proceeds from the proposed offering will be used for feasibility studies, financing and construction and development of its San Cristobal district properties in Boliva, exploration and development activities at any of the other properties within the company's existing portfolio, maintenance of control or ownership of the company's existing mineral properties including ongoing lease payments, and paying royalties and other maintenance and registration fees, and acquisition of additional properties or businesses that are complementary to those of the company.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Thomas S. Kaplan49.08%32.28%
Moore Global Investments Ltd./Remington Investment Strategies, L.P.6.89%4.53%
C.A. Delaney Capital Management Limited5.51%3.63%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Thomas S. KaplanChairman, Director34

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