SELLING SHAREHOLDERS

 

The following table sets forth certain information regarding the beneficial ownership, as of April 29, 2005, by each of the Selling Shareholders. Apex Silver does not anticipate adding additional Selling Shareholders at a later time and as of the date of this prospectus, Apex Silver is not aware of any unidentified selling shareholders. The information in the table below is based upon information provided to us by the Selling Shareholders. Except as otherwise disclosed below, none of the Selling Shareholders has or within the past three years has had, any position, office or other material relationship with us.

 

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Securities Exchange Act of 1934. Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to the Offered Shares.

 

 

 

 

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(1)

For purposes of calculating shares beneficially owned after this offering, it is assumed that all the Offered Shares have been sold pursuant to this offering. The Selling Shareholders may have sold, transferred or otherwise disposed of all or a portion of their Offered Shares since the date on which they provided information regarding their securities in transactions exempt from the registration requirements of the Securities Act. The selling shareholders have informed us that they do not hold any of our ordinary shares other than the shares listed in the table above.

 

(2)	The selling shareholder has identified Butterfield Trust (Bermuda) Limited as an entity with sole voting and dispositive power over the shares.

 

(3)	The selling shareholder has identified William Natbony as a natural person with sole voting and dispositive power over the shares.

 

(4)

The business address of Mr. George Soros is 888 7th Avenue, 33rd Floor, New York, New York 10106. Mr. George Soros may be deemed the beneficial owner of 3,457,823 ordinary shares. This number includes (i) 2,358,221 ordinary shares held for the account of Quantum Industrial Partners LDC (“QIP”), an exempted limited duration company formed under the laws of the Cayman Islands, (ii) 707,466 ordinary shares held for the account of Geosor Corporation, a corporation formed under the laws of the State of New York (“Geosor”) and (iii) 392,136 ordinary shares held for the account of EMOF LLC, a limited liability company formed under the laws of the State of Delaware (“EMOF”). QIH Management Investor, L.P. (“QIHMI”), an investment advisory firm organized as a Delaware limited partnership, is a minority shareholder of, and is vested with investment discretion with respect to, portfolio assets held for the account of QIP. The sole general partner of QIHMI is QIH Management LLC (“QIH Management”), a limited liability company formed under the laws of the State of Delaware. Soros Fund Management LLC (“SFM LLC”), a limited liability company formed under the laws of the State of Delaware, is the sole managing member of QIH Management. Mr. George Soros is the chairman of SFM LLC, and in this capacity may be deemed the beneficial owner of shares held for the account of QIP. Geosor is wholly owned by Mr. George Soros. EMOF Manager LLC (“EMOF Manager”), a Delaware limited liability company, is the manager of EMOF and is vested with investment discretion with respect to portfolio assets held for the account of EMOF. Mr. George Soros is the Principal Executive Officer of EMOF Manager, and in this capacity may be deemed the beneficial owner of shares held for the account of EMOF.

 

(5)	The selling shareholder has identified Caledonia Bank and Trust Limited as an entity with sole voting and dispositive power over the shares.

 

(6)	Mr. Paul Soros, a director of Apex Silver, owns 100 percent of VDM, Inc. Mr. Paul Soros is also the beneficial owner of 239,119 ordinary shares and options to purchase 57,190 ordinary shares that are exercisable within 60 days.