Form 6-K TAHOE RESOURCES INC. For: Mar 31

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of April 2015

Commission File No. 001-35531

TAHOE RESOURCES INC.
(Translation of registrant's name into English)

5310 Kietzke Lane, Suite 200, Reno, Nevada 89511
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F[   ]      Form 40-F[X]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)[   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)[   ]

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SUBMITTED HEREWITH

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TAHOE RESOURCES INC.

Date: April 28, 2015

/s/Edie Hofmeister
Edie Hofmeister
Vice President & General Counsel

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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the three months ended March 31, 2015 and 2014

 

 

 

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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Thousands of United States Dollars) - Unaudited

					March 31,			December 31,
		Notes			2015			2014
ASSETS
Current
Cash and cash equivalents		5		$	85,951		$	80,356
Trade and other receivables		6			13,612			7,707
Inventories		7			50,528			40,570
Other					6,399			5,951
					156,490			134,584
Non-current
Mineral interests		8			827,512			828,742
Other					13,460			12,302
					840,972			841,044
Total Assets				$	997,462		$	975,628
LIABILITIES
Current
Accounts payable and accrued liabilities		9		$	38,514		$	40,246
Debt		10			49,922			49,804
Income tax payable					1,736			1,825
					90,172			91,875
Non-current
Reclamation provision					3,040			3,529
Other					2,291			2,164
Total Liabilities					95,503			97,568
SHAREHOLDERS’ EQUITY
Share capital		14e			1,016,354			1,014,656
Reserves					10,965			11,793
Deficit					(125,360	)		(148,389	)
Total Shareholders’ Equity					901,959			878,060
Total Liabilities and Shareholders’ Equity				$	997,462		$	975,628

Commitments, Contingencies and Events after the reporting period (notes 20b, 22 and 23)

APPROVED BY THE DIRECTORS

“Kevin McArthur”	“Alex Black”
Kevin McArthur	Alex Black
Executive Chair	Chief Executive Officer

See accompanying notes to the condensed interim consolidated financial statements.

Condensed Interim Consolidated Financial Statements

1

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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND TOTAL COMPREHENSIVE INCOME
(Expressed in Thousands of United States Dollars, Except Per Share and Share Information) - Unaudited

					Three Months Ended
								March 31,
		Notes			2015			2014
Revenues		11, 18		$	85,282		$	89,873
Operating costs
Production costs		12			23,944			31,203
Royalties					6,997			4,982
Depreciation and depletion					9,325			10,547
Total operating costs					40,266			46,732
Mine operating earnings					45,016			43,141
Other operating expenses
Exploration					515			1,450
General and administrative		13			5,813			8,200
Total other operating expenses					6,328			9,650
Earnings from operations					38,688			33,491
Other expense
Interest expense					898			1,658
Net foreign exchange (gain)loss					(168	)		164
Other expense					137			567
Total other expense					867			2,389
Earnings before income taxes					37,821			31,102
Income tax expense		15			5,931			6,291
Earnings and total comprehensive income attributable to common shareholders				$	31,890		$	24,811
Earnings per share
Basic		16		$	0.22		$	0.17
Diluted		16		$	0.22		$	0.17
Weighted average shares outstanding
Basic		16			147,851,637			145,200,076
Diluted		16			148,131,616			147,491,440

See accompanying notes to the condensed interim consolidated financial statements.

2	Tahoe Resources Inc.

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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Thousands of United States Dollars) - Unaudited

					Three Months Ended
								March 31,
		Notes			2015			2014
OPERATING ACTIVITIES
Net earnings for the period				$	31,890		$	24,811
Adjustments for:
Interest expense					898			430
Income tax expense		15			5,931			6,291
Financing fees					63			307
Items not involving cash:
Depreciation and depletion					9,605			10,802
Loss on disposition of plant and equipment					-			233
Share-based payments		14			563			1,679
Unrealized foreign exchange (gain)loss					(108	)		164
Accretion					51			23
Cash provided by operating activities before changes in working capital					48,893			44,740
Changes in working capital		17			(16,293	)		(18,035	)
Cash provided by operating activities					32,600			26,705
Income taxes paid					(6,826	)		(5,156	)
Net cash provided by operating activities					25,774			21,549
INVESTING ACTIVITIES
Mineral interests additions					(10,635	)		(18,304	)
Net cash used in investing activities					(10,635	)		(18,304	)
FINANCING ACTIVITIES
Proceeds from issuance of common shares on exercise of share options		14a			84			4,691
Borrowings on credit facility		10			-			25,000
Dividends paid to shareholders		16			(8,861	)		-
Loan origination fees					(64	)		(932	)
Interest expense paid					(779	)		(789	)
Payments on finance leases					(32	)		(22	)
Net cash (used in)provided by financing activities					(9,652	)		27,948
Effect of exchange rates on cash and cash equivalents					108			(164	)
Increase in cash and cash equivalents					5,595			31,029
Cash and cash equivalents, beginning of period					80,356			8,838
Cash and cash equivalents, end of period		5		$	85,951		$	39,867

Supplemental cash flow information (note 17)

See accompanying notes to the condensed interim consolidated financial statements.

Condensed Interim Consolidated Financial Statements

3

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CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in Thousands of United States Dollars, Except Share Information) - Unaudited

					Number of			Share
		Notes			Shares			Capital			Reserves			Deficit			Total
At January 1, 2015					147,644,671		$	1,014,656		$	11,793		$	(148,389	)	$	878,060
Net earnings					-			-			-			31,890			31,890
Shares issued under the Share Plan		14			73,667			1,575			(1,575	)		-			-
Exercise of stock options		14			16,437			123			(39	)		-			84
Share-based payments		14			-			-			786			-			786
Dividends paid to shareholders		16			-			-			-			(8,861	)		(8,861	)
At March 31, 2015					147,734,775		$	1,016,354		$	10,965		$	(125,360	)	$	901,959

See accompanying notes to the condensed interim consolidated financial statements.

4	Tahoe Resources Inc.

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NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Thousands of United States Dollars, Except as Otherwise Stated) - Unaudited

Three Months Ended March 31, 2015 and 2014

1.	OPERATIONS
	Tahoe Resources Inc. was incorporated under the Business Corporations Act (British Columbia) on November 10, 2009. These condensed interim consolidated financial statements (“interim financial statements”) include the accounts of Tahoe Resources Inc. and its wholly owned subsidiaries (together referred to as the “Company”). The Company’s principal business activities are the operation of mineral properties for the mining of precious metals and the acquisition, exploration and development of mineral interests in the Americas.
	The Company’s registered office is located at 1500 Royal Centre, 1055 West Georgia Street, P.O. Box 11117, Vancouver, BC V6E 4N7, Canada.
	The Audit Committee of the Company’s Board of Directors authorized issuance of these interim financial statements on April 28, 2015.
2.	BASIS OF PREPARATION
	These interim financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). As such, certain disclosures required by IFRS have been condensed or omitted. These interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as at and for the years ended December 31, 2014 and 2013 (“consolidated financial statements”).
3.	SIGNIFICANT ACCOUNTING POLICIES

	a)	Basis of measurement
		These interim financial statements have been prepared using the same accounting policies and methods of application as those disclosed in note 3 to the Company’s consolidated financial statements, except as noted in note 4.
	b)	Currency of presentation
		The interim financial statements are presented in United States dollars (“USD$”), which is the functional and presentation currency of the Company and all of its subsidiaries. Certain values are presented in Canadian dollars and described as CAD$.
	c)	Basis of consolidation
		The accounts of the subsidiaries controlled by the Company are included in the interim financial statements from the date that control commenced until the date that control ceases. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Condensed Interim Consolidated Financial Statements

5

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NOTES TO THE INTERIM FINANCIAL STATEMENTS (expressed in 000’s of USD, except as otherwise stated)

The subsidiaries of the Company and their geographic locations are as follows:

			Ownership
	Name of Subsidiary	Location	Percentage	Principal Activity
	Tahoe Resources USA Inc.	United States	100%	Services
	Tahoe Swiss AG	Switzerland	100%	Services
	Escobal Resources Holding Limited	Barbados	100%	Services
	Minera San Rafael, S.A.	Guatemala	100%	Operations

		Intercompany balances, transactions, income and expenses arising from intercompany transactions are eliminated in full on consolidation.
	d)	Critical judgments and estimates
		The preparation of interim financial statements in conformity with IFRS requires management to make judgments and estimates that affect the application of accounting policies and the reported amounts of assets, liabilities, contingent liabilities, income and expenses. Actual results could differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and applied prospectively.
		Information about critical judgments and estimates in applying accounting policies that have the most significant effect on the amounts recognized in the interim financial statements for the three months ended March 31, 2015 are consistent with those applied and disclosed in note 5 of the consolidated financial statements.
		The Company’s interim results are not necessarily indicative of its results for a full year.

4.	CHANGES IN ACCOUNTING POLICIES AND STANDARDS

a)

Application of new and revised accounting standards effective January 1, 2015

	i.	New and revised standards adopted with no material impact on the Company’s interim financial statements.
		The Company has evaluated the following new and revised IFRS standards and has determined there to be no material impact on the interim financial statements upon adoption:

6	Tahoe Resources Inc.

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NOTES TO THE INTERIM FINANCIAL STATEMENTS (expressed in 000’s of USD, except as otherwise stated)

	ii.	New and revised standards adopted with material impact on the Company’s interim financial statements.
		There were no new standards applied for periods beginning on or after January 1, 2015 that would have a material impact on the interim financial statements.

	b)	Future accounting standards and interpretations
		A number of new IFRS standards, and amendments to standards and interpretations, are not yet effective for the three months ended March 31, 2015, and have not been applied in preparing these interim financial statements. The Company is currently evaluating the impact the following standards are expected to have on its consolidated financial statements:

i.

New and revised standards effective January 1, 2016.

ii.

New and revised standards effective January 1, 2017 and thereafter.

	•	IFRS 9 – Financial Instruments; and
	•	IFRS 15 – Revenue from Contracts with Customers.

5.	CASH AND CASH EQUIVALENTS

						December 31,
			March 31, 2015			2014
	Cash	$	85,425		$	79,830
	Cash equivalents		526			526
		$	85,951		$	80,356

6.	TRADE AND OTHER RECEIVABLES

						December 31,
			March 31, 2015			2014
	Trade receivables	$	12,960		$	6,569
	Other		652			1,138
		$	13,612		$	7,707

Condensed Interim Consolidated Financial Statements

7

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NOTES TO THE INTERIM FINANCIAL STATEMENTS (expressed in 000’s of USD, except as otherwise stated)

7.	INVENTORIES

						December 31,
			March 31, 2015			2014
	Supplies	$	31,147		$	29,851
	Stockpile		1,081			1,539
	Finished goods		18,300			9,180
		$	50,528		$	40,570

	The cost of inventories recognized as an expense for the three months ended March 31, 2015 was $33,269 (three months ended March 31, 2014: $41,750) and is included in total operating costs.
8.	MINERAL INTERESTS

			Mineral Interests
						Non-			Plant &
			Depletable			Depletable			Equipment			Total
	Cost
	Balance at January 1, 2015	$	551,787		$	27,257		$	317,691		$	896,735
	Additions		6,184			-			5,333			11,517
	Change in reclamation provision		(523	)		-			-			(523	)
	Balance at March 31, 2015	$	557,448		$	27,257		$	323,024		$	907,729
	Accumulated Depreciation and
	Depletion
	Balance at January 1, 2015	$	(25,949	)	$	-		$	(42,044	)	$	(67,993	)
	Additions		(6,532	)		-			(5,692	)		(12,224	)
	Balance at March 31, 2015	$	(32,481	)	$	-		$	(47,736	)	$	(80,217	)
	Carrying Amount at March 31, 2015	$	524,967		$	27,257		$	275,288		$	827,512

			Mineral Interests
						Non-			Plant &
			Depletable			Depletable			Equipment			Total
	Cost
	Balance at January 1, 2014	$	-		$	566,766		$	298,897		$	865,663
	Additions		14,269			65			19,270			33,604
	Disposals		-			(127	)		(476	)		(603	)
	Transfers(1)		537,187			(539,447	)		-			(2,260	)
	Change in reclamation provision		331			-			-			331
	Balance at December 31, 2014	$	551,787		$	27,257		$	317,691		$	896,735
	Accumulated Depreciation and
	Depletion
	Balance at January 1, 2014	$	-		$	-		$	(21,080	)	$	(21,080	)
	Additions		(25,382	)		-			(21,706	)		(47,088	)
	Disposals		-			-			175			175
	Transfers		(567	)		-			567			-
	Balance at December 31, 2014	$	(25,949	)	$	-		$	(42,044	)	$	(67,993	)
	Carrying Amount at December 31, 2014	$	525,838		$	27,257		$	275,647		$	828,742

(1)

In early January 2014, the commissioning of the Escobal mine was completed as operating levels intended by management were determined to have been reached. Accordingly, mineral interests were transferred from non-depletable to depletable mineral interests. Depreciation and depletion of capitalized costs classified as depletable commenced effective January 1, 2014. In addition, proceeds from concentrate sales and costs incurred during production have been included in net earnings and total comprehensive income effective January 1, 2014. Final settlement adjustments of $2,260 relating to concentrate sold prior to the commissioning of the Escobal mine have been offset against depletable mineral interests for the year ended December 31, 2014.

8	Tahoe Resources Inc.

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NOTES TO THE INTERIM FINANCIAL STATEMENTS (expressed in 000’s of USD, except as otherwise stated)

9.	ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

									December 31,
			Notes			March 31, 2015			2014
	Trade and other payables				$	11,499		$	11,609
	Royalties payable					16,134			16,369
	Accrued trade and other payables					8,245			8,779
	Accrued payroll and related benefits					2,426			3,061
	Share appreciation rights, current portion		14c			210			428
					$	38,514		$	40,246

10.

DEBT

						December 31,
			March 31, 2015			2014
	Credit facility	$	50,000		$	50,000
	Commitment fee		(2,175	)		(2,175	)
	Accretion		2,097			1,979
		$	49,922		$	49,804

On December 20, 2013, the Company reached an agreement with the lender to expand its credit facility by an additional $25 million bearing interest at a rate per annum of the USD$ London Interbank Offered Rate plus a margin of 7.25% . The $25 million was drawn on January 2, 2014, and repaid upon maturity on September 3, 2014.

In July 2014, the Company amended the credit facility agreement and extended the maturity date of the original $50 million to June 3, 2015. All other terms remain per the original agreement.

During the three months ended March 31, 2015, the Company paid commitment fees of $nil related to the credit facility (three months ended March 31, 2014: $625). The commitment fees are being amortized over the life of the facility, $118 of which was amortized during the three months ended March 31, 2015 (three months ended March 31, 2014: $430). In addition to the commitment fees, the Company has paid other fees related to the facility totaling $nil for the three months ended March 31, 2015 (three months ended March 31, 2014: $307).

The facility is secured by substantially all of the assets of the Company and its subsidiaries: Tahoe Swiss AG, Escobal Resources Holding Limited and Minera San Rafael, S.A.

The facility contains covenants that, among other things, restrict the ability of the Company and its subsidiaries to incur additional debt, merge without consent, consolidate, transfer, lease or otherwise dispose of all or substantially all of its assets. As at March 31, 2015, the Company was in compliance with the covenants.

Condensed Interim Consolidated Financial Statements

9

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NOTES TO THE INTERIM FINANCIAL STATEMENTS (expressed in 000’s of USD, except as otherwise stated)

11.

REVENUES

			Three Months Ended
						March 31,
			2015			2014
	Silver	$	75,062		$	80,031
	Gold		2,591			3,231
	Lead		2,374			3,318
	Zinc		5,255			3,293
		$	85,282		$	89,873

12.	PRODUCTION COSTS

			Three Months Ended
						March 31,
			2015			2014
	Consumption of raw materials and consumables	$	20,037		$	16,078
	Salaries and benefits		5,580			4,889
	Contractors and outside services		4,745			3,847
	Other expenses		766			3,154
	Changes in inventory		(7,184	)		3,235
		$	23,944		$	31,203

13.	GENERAL AND ADMINISTRATIVE EXPENSES

			Three Months Ended
						March 31,
			2015			2014
	Salaries and benefits	$	2,962		$	2,624
	Share-based payments		562			1,679
	Consulting and professional fees		999			1,148
	Charitable contributions and donations		90			550
	Investor relations and communications		111			117
	Administrative and other		1,089			2,082
		$	5,813		$	8,200

14.	SHARE-BASED PAYMENTS AND OTHER RELATED INFORMATION
	The Company’s equity compensation plans are designed to attract and retain individuals and to reward them for current and expected future performance. The Company’s share-based compensation arrangements are denominated in CAD$ and include Share Plan Options (“Share Options”), Deferred Share Awards (“DSAs”), Restricted Share Awards (“RSAs”) and Share Appreciation Rights (“SARs”) (collectively referred to as the “Share Plan”). At March 31, 2015, the Company has the following share-based payment arrangements:

10	Tahoe Resources Inc.

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NOTES TO THE INTERIM FINANCIAL STATEMENTS (expressed in 000’s of USD, except as otherwise stated)

	a)	Share Options
		The Share Plan entitles key management personnel, senior employees, and consultants to the option to purchase shares in the Company. Under the terms of this program, Share Options are exercisable at the market close price of the Company’s shares on the day prior to the grant date. The Share Options vest based on service-related vesting terms set by the Compensation Committee of the Board of Directors. The Share Options vest in three equal tranches with the first tranche vesting on the first anniversary, the second on the second anniversary, and the third on the third anniversary of the grant date.
		The number and weighted average exercise price in CAD$ of Share Options outstanding at March 31, 2015 and December 31, 2014 are as follows:

			Weighted average			Number of
			exercise price			Share Options
	Outstanding at January 1, 2014	$	11.13			2,865,256
	Granted		23.92			105,000
	Exercised		8.32			(1,406,597	)
	Forfeited		16.34			(16,000	)
	Outstanding at December 31, 2014	$	14.49			1,547,659
	Exercised		6.40			(16,437	)
	Forfeited		20.85			(52,000	)
	Outstanding at March 31, 2015	$	14.35			1,479,222

The following table summarizes information about share options outstanding and exercisable at March 31, 2015 (exercise range and prices in CAD$):

		During the three months ended March 31, 2015, 16,437 share options were exercised and the cash proceeds received were $84 (three months ended March 31, 2014: 649,559 share options exercised for cash proceeds of $4,691).
		During the three months ended March 31, 2015, the Company recorded $120 of compensation expense relating to Share Options in general and administrative expenses (three months ended March 31, 2014: $605).
	b)	DSAs and RSAs
		The Share Plan permits DSAs and RSAs (collectively referred to as “Share Awards”) to be issued to key management personnel and senior employees. Upon vesting, shares in the Company are issued at no exercise price. Compensation cost for DSAs and RSAs is measured based on the closing price of the stock one day prior to the grant date.

	i.	DSAs
		The DSAs vest based on service-related vesting terms set by the Compensation Committee of the Board of Directors and can therefore vary grant to grant. In general however, DSAs vest in three equal tranches with the first tranche vesting on the first anniversary, the second on the second anniversary, and the third on the “general DSA vesting terms”).

Condensed Interim Consolidated Financial Statements

11

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NOTES TO THE INTERIM FINANCIAL STATEMENTS (expressed in 000’s of USD, except as otherwise stated)

The number of DSAs outstanding at March 31, 2015 and December 31, 2014 is as follows:

	Outstanding at January 1, 2014	181,334
	Granted	213,000
	Shares issued	(108,667)
	Outstanding at December 31, 2014	285,667
	Shares issued	(73,667)
	Forfeited	(14,000)
	Outstanding at March 31, 2015	198,000

		There were no DSAs granted during the three months ended March 31, 2015. The 213,000 DSAs granted during the year ended December 31, 2014 had a weighted average fair market value of CAD$23.46. Of the 213,000 granted during the year, 210,000 vest according to the general DSA vesting terms. The remaining 3,000 DSAs were granted under special vesting terms whereby the first tranche is to vest eight months after grant date and the second and third tranches vesting annually thereafter in order to match the vesting schedule of the 210,000 DSAs granted earlier in the year.
		During the three months ended March 31, 2015, 73,667 DSAs vested and common shares of the Company were issued to the recipients under the provisions of the Share Plan. As a result $1,575 was transferred to share capital from share based payments reserve (three months ended March 31, 2014: 105,667 DSA’s vested and $2,130 was transferred to share capital).
		During the three months ended March 31, 2015, the Company recorded $666 of compensation expense relating to DSAs in general and administrative expenses (three months ended March 31, 2014: $313).
	ii.	RSAs
		The RSAs vest immediately on the grant date and are issued at that time. Consequently, there are no RSAs outstanding at March 31, 2015 and December 31, 2014.
		There were no RSAs granted during the three months ended March 31, 2015 and 2014 and therefore no compensation expense relating to the vesting and issuance of RSAs was recorded in general and administrative expenses.

12	Tahoe Resources Inc.

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NOTES TO THE INTERIM FINANCIAL STATEMENTS (expressed in 000’s of USD, except as otherwise stated)

	c)	SARs
		The Company grants SARs to employees that entitle the employees to a cash settlement. The amount of the cash settlement is determined based on the difference between the strike price and the closing share price of the Company on the exercise date. The SARs have a term of five years from the award date and vest in five equal tranches with the first tranche vesting immediately, the second on the first anniversary, the third on the second anniversary, the fourth on the third anniversary, and the fifth on the fourth anniversary of the grant date. Prior to the cash settlement, unvested and vested SARs are valued using the Black-Scholes Model.
		The number of SARs outstanding and exercisable at March 31, 2015 and December 31, 2014 is as follows:

			Number of SARs
	Outstanding at January 1, 2014		205,725
	Issued		10,000
	Exercised		(122,725	)
	Cancelled		(20,000	)
	Outstanding at December 31, 2014		73,000
	Issued		10,000
	Outstanding at March 31, 2015		83,000
	Exercisable at December 31, 2014		50,000
	Exercisable at March 31, 2015		50,000

At March 31, 2015, vested SARs had a weighted average intrinsic value of CAD$3.62 per share (December 31, 2014: CAD$6.92) .

At March 31, 2015, the Company has recognized other current and long-term liabilities for SARs of $210 and $15, respectively (December 31, 2014: $428 and $21, respectively).

During the three months ended March 31, 2015, the Company recorded $(224) of compensation expense relating to SARs in general and administrative expenses (three months ended March 31, 2014: $761).

The following table summarizes information about SARs outstanding and exercisable at March 31, 2015 (grant price range in CAD$):

						Exercised/
	Grant price range		Issued			Cancelled			Outstanding			Exercisable
	$6.40-12.87		262,000			(210,000	)		52,000			50,000
	$13.35-16.57		65,000			(59,000	)		6,000			-
	$18.00-23.31		92,500			(67,500	)		25,000			-
			419,500			(336,500	)		83,000			50,000

	d)	Inputs for measurement of fair values
		The grant date fair values of Share Options are measured based on the Black-Scholes Model. The fair value of SARs has been re-measured at March 31, 2015. Expected volatility, interest rate and share price have been updated with changes in the fair value being recognized in earnings or loss during the period. There were no Share Options granted during the three months ended March 31, 2015 and 2014.
		The weighted average inputs used in the re-measurement of the fair value (CAD$) of the SARs are as follows:

Condensed Interim Consolidated Financial Statements

13

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NOTES TO THE INTERIM FINANCIAL STATEMENTS (expressed in 000’s of USD, except as otherwise stated)

			March 31, 2015			March 31, 2014
	Share price	$	13.88		$	23.37

	Exercise price	$	12.03		$	10.97
	Expected volatility		53%			50%
	Expected life (years)		1.81			1.94
	Risk-free interest rate		0.60%			1.48%
	Fair value	$	6.28		$	14.01

	e)	Authorized share capital
		The Company’s authorized share structure is as follows:

	•	Unlimited number of authorized common shares without par value;
	•	Common shares are without special rights or restrictions attached;
	•	Common shares have voting rights; and
	•	Common shareholders are entitled to receive dividend payments.

At March 31, 2015, there were 147,734,775 common shares of the Company issued and outstanding (December 31, 2014: 147,664,671).

15.	INCOME TAX EXPENSE
	The reconciliation of income taxes at statutory rates with the reported taxes is as follows:

			Three Months Ended
						March 31,
			2015			2014
	Earnings before income taxes	$	37,821		$	31,101
	Statutory tax rate		26.00%			26.00%
	Income tax expense (benefit)		9,834			8,086
	Reconciling items:
	Difference between statutory and foreign tax rates		(6,357	)		(4,558	)
			496
	Non-deductible share-based payments					317
	Non-deductible expenses		1,120			930
	Change in unrecognized deferred tax assets		838			1,516
	Income tax expense	$	5,931		$	6,291

	Effective January 1, 2014, the income tax rate in Guatemala increased from 6% to 7% of taxable revenues for entities in the optional simplified regime for income derived from lucrative activities. The Company has elected to be taxed under this regime.
16.	EARNINGS PER SHARE

(1)

The weighted average shares outstanding used in the basic earnings per share calculation includes the dilutive impact of 198,000 DSAs (three months ended March 31, 2014: 181,334 DSAs).

14	Tahoe Resources Inc.

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NOTES TO THE INTERIM FINANCIAL STATEMENTS (expressed in 000’s of USD, except as otherwise stated)

	At March 31, 2015, 1,479,222 Shares Options and 198,000 Share Awards were outstanding of which 482,000 and nil, respectively, were anti-dilutive (March 31, 2014: nil and nil, respectively) because the underlying exercise prices exceeded the average market price for the three months ended March 31, 2015 of CAD$16.51 (three months ended March 31, 2014: CAD$22.13).
	During the three months ended March 31, 2015, the Company declared and paid to its shareholders dividends of $0.02 per common share per month, for total dividends of $8,862 (three months ended March 31, 2014: no dividends declared or paid).
	For the period April 1, 2015 to April 28, 2015, the Company declared dividends of $0.02 per common share for the month of April for total dividends payable on April 30, 2015 of $4,517.
17.	SUPPLEMENTAL CASH FLOW INFORMATION

			Three Months Ended
						March 31,
			2015			2014
	Trade and other receivables	$	(5,905	)	$	(10,425	)
	Inventories		(8,963	)		(3,686	)
	Other current assets		357			(4,894	)
	Other non-current assets		(1,158	)		(3,938	)
	Accounts payable, accrued liabilities, and
	other non-current liabilities		(624	)		4,908
	Changes in working capital	$	(16,293	)	$	(18,035	)
	Supplemental information:
	Interest (paid) received	$	(1	)	$	10

18.	SEGMENTED INFORMATION
	The Company conducts its business as a single operating segment, the principal business activities being the operation of mineral properties for the mining of precious metals and the acquisition, exploration and development of mineral interests. All mineral interests, plant and equipment are situated in Guatemala and all revenues are generated by the Company’s mine in Guatemala. Substantially all of the cash and cash equivalents are denominated in United States dollars and are held in Canada. The corporate office located in Reno, Nevada, USA, provides financial, human resources and technical support to the mining and exploration activities.
	The Company has contracts with a number of customers for its concentrate sales. The Company’s top three customers account for 90% of revenues for the three months ended March 31, 2015 (three months ended March 31, 2014: 93%). The revenues by customer for the three months ended March 31, 2015 are 36%, 28%, and 26% (three months ended March 31, 2014: 47%, 24% and 22%). No other customer accounted for more than 10% of sales during the respective periods. The loss of these customers or curtailment of purchases by such customers could have a material adverse effect on the Company’s results of operations, financial condition and cash flows.
19.	FAIR VALUE OF FINANCIAL INSTRUMENTS
	Fair value (“FV”) estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
	The analysis of financial instruments that are measured subsequent to initial recognition at fair value can be categorized into Levels 1 through 3 based upon the degree to which the inputs used in the fair value measurement are observable.

Condensed Interim Consolidated Financial Statements

15

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NOTES TO THE INTERIM FINANCIAL STATEMENTS (expressed in 000’s of USD, except as otherwise stated)

	•	Level 1 – inputs to the valuation methodology are quoted (adjusted) for identical assets or liabilities in active markets.
	•	Level 2 – inputs to valuation methodology include quoted market prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
	•	Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

At March 31, 2015, the levels in the FV hierarchy into which the Company’s financial assets are measured and recognized on the balance sheet at fair value are categorized as follows:

			March 31, 2015						December 31, 2014
			Level 1			Level 2			Level 1			Level 2
	Cash	$	85,425		$	-		$	79,830		$	-
	Cash equivalents		-			526			-			526
	Trade and other receivables		-			13,612			-			7,707
		$	85,425		$	14,138		$	79,830		$	8,233

	There were no transfers between Level 1 and Level 2 during the three months ended March 31, 2015. At March 31, 2015 and December 31, 2014, there were no financial assets measured and recognized at fair value that would be categorized as Level 3 in the fair value hierarchy.
	The Company’s trade receivables are classified as FVTPL. The fair values of all other financial assets and financial liabilities approximate their carrying values.
	At March 31, 2015 and December 31, 2014, there were no financial liabilities measured and recognized at fair value that would be categorized as Level 1, Level 2 or Level 3 in the fair value hierarchy.
20.	FINANCIAL RISK MANAGEMENT
	The Company has exposure to certain risks resulting from its use of financial instruments. These risks include credit risk, liquidity risk and market risk.

	a)	Credit Risk
		Credit risk is the risk that the counterparty to a financial instrument will cause a loss for the Company by failing to meet its obligations. Credit risk for the Company is primarily related to trade and other receivables and cash and cash equivalents. There has been no significant change to the Company’s exposure to credit risk since December 31, 2014 and the Company deems this risk to be minimal.
	b)	Liquidity Risk
		Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. There has been no significant change to the Company’s exposure to liquidity risk since December 31, 2014 and the Company deems this risk to be minimal.
	c)	Market Risk
		The Market risk of the Company is composed of three main risks: foreign exchange risk, interest rate risk, and price risk.

16	Tahoe Resources Inc.

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NOTES TO THE INTERIM FINANCIAL STATEMENTS (expressed in 000’s of USD, except as otherwise stated)

	i.	Foreign Exchange Risk
		The Company is exposed to currency risk on cash and cash equivalents and accounts payable that are denominated in a currency other than the USD$. There has been no significant change to the Company’s exposure to foreign exchange risk since December 31, 2014 and the Company deems this risk to be minimal.
	ii.	Interest Rate Risk
		Interest rate risk is the risk that the Company’s future cash flows and fair values will fluctuate as a result of changes in market interest rates. At March 31, 2015, the Company’s interest-bearing financial instruments are related to cash and cash equivalents, the credit facility, and finance leases. There has been no significant change to the Company’s exposure to interest rate risk since December 31, 2014 and the Company deems this risk to be minimal.
		Price Risk
		Price risk is the risk that the fair value of the Company’s financial instruments will fluctuate due to changes in market prices. There has been no significant change to the Company’s exposure to price risk since December 31, 2014 and the Company deems this risk to be at an acceptable level and has entered into no hedging contracts.

21.	CAPITAL MANAGEMENT
	The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to support future development of the business. The Company seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing and the advantages and security afforded by a sound capital position. The capital structure of the Company consists of common equity, comprising share capital and reserves net of accumulated deficit, and debt, which includes the credit facility and finance leases.

									December 31,
			Notes			March 31, 2015			2014
	Equity				$	901,959		$	878,060
	Debt		10			49,922			49,804
						951,881			927,864
	Less: cash and cash equivalents		5			(85,951	)		(80,356	)
					$	865,930		$	847,508

	On June 4, 2013, the Company entered into a $50 million secured credit facility (the “facility”) with an international financial institution. On December 20, 2013, the Company reached an agreement with the lender to expand the facility by an additional $25 million. The additional $25 million was drawn on January 2, 2014 and repaid on September 3, 2014 (note 10). The intent of the facility is to provide working capital for general corporate purposes.
	The Company’s overall capital management strategy remains unchanged from the year ended December 31, 2014.
22.	CONTINGENCIES
	Due to the complexity and nature of the Company’s operations, various legal, tax, and regulatory matters are outstanding from time to time. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of the changes in its consolidated financial statements on the date such changes occur.

Condensed Interim Consolidated Financial Statements

17

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NOTES TO THE INTERIM FINANCIAL STATEMENTS (expressed in 000’s of USD, except as otherwise stated)

23.	EVENTS AFTER THE REPORTING PERIOD
	a)	Business combination agreement
		On April 1, 2015, the Company completed the Plan of Arrangement (the “Arrangement”) with Rio Alto Mining Limited (“Rio Alto”) resulting in a business combination of the two companies. Pursuant to the Arrangement and effective upon closing, Rio Alto has become a wholly-owned subsidiary of Tahoe, and all of the issued and outstanding common shares of Rio Alto (each a “Rio Alto Share”) were transferred to Tahoe in consideration for the issuance by Tahoe of 0.227 of a common share of Tahoe (each whole common share a “Tahoe Share”) and the payment of CAD$0.001 in cash for each Rio Alto Share.
		In connection with the closing of the Arrangement, Tahoe has issued an aggregate of 75,991,381 Tahoe Shares to the former shareholders of Rio Alto. On closing of the Arrangement, Tahoe has 223,726,156 common shares issued and outstanding, with former Rio Alto shareholders holding approximately 34% on an undiluted basis. Tahoe has authorized the issuance of up to an additional 3,374,449 Tahoe Shares issuable upon the exercise of the stock options held by the former option holders of Rio Alto and an additional 2,011,244 Tahoe Shares issuable upon the exercise of Rio Alto warrants. Subsequent to the closing of the Arrangement and prior to the expiration date of April 12, 2015, all outstanding warrants were exercised and 2,011,244 Tahoe Shares were issued.
		Total consideration paid was based on the April 1, 2015 opening price of Tahoe Shares on the TSX of CAD$14.21 and a CAD$ to USD$ foreign exchange rate of 0.7929 and is comprised of the following:

			Number of Shares			Number of Shares
			Issued			Issuable			Fair Value
	Tahoe Shares		75,991,381			-		$	856,198
	Warrants(1)(3)		-			2,011,244			5,837
	Options(2)(3)		-			3,374,449			11,632
	Cash		-			-			272
	Total consideration		75,991,381			5,385,693		$	873,939

	(1)	The warrants had an expiry date of April 12, 2015 and all were exercised subsequent to the Arrangement closing and prior to expiry. Upon exercise, 2,011,244 Tahoe Shares were issued for total cash proceeds of CAD$21,210.
	(2)	The fair values of the warrants and options were determined using the Black-Scholes option pricing model.
	(3)	The inputs and input ranges, where applicable, used in the measurement of the fair value (CAD$) of the Options and Warrants are as follows:

			Options			Warrants
	Share price	$	14.21		$	14.21
	Exercise price	$	6.13 – 23.13		$	10.55
	Expected volatility		42.36% – 53.25%			46.60%
	Expected life (years)		0.08 – 4.55			0.03
	Expected dividend yield		1.69%			1.69%
	Risk-free interest rate		0.49% – 0.57%			0.49%
	Fair value (CAD$)	$	0.50 – 8.00		$	3.66

As at the date of these interim financial statements, the initial accounting for the business combination is not complete. The Company has not completed its preliminary analysis of the fair values of the assets acquired and the liabilities assumed.

For additional details, see the news releases dated February 9, 2015, February 25, 2015 and April 1, 2015 available at www.sedar.com or on the Company’s website at www.tahoeresourcesinc.com.

18	Tahoe Resources Inc.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

For the three months ended March 31, 2015 and 2014

Dated April 28, 2015

 

 

 

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Management’s Discussion and Analysis For the Three Months Ended March 31, 2015 and 2014 (tabular amounts expressed in thousands of United States dollars, except where otherwise noted)

This Management’s Discussion & Analysis (“MD&A”) of Tahoe Resources Inc. (“Tahoe”) and its subsidiaries (together referred to as the “Company”) has been prepared to enable a reader to assess material changes in financial condition and results of operations as at and for the three months ended March 31, 2015 (“Q1 2015”). The following discussion of performance, financial condition and future prospects should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2014 and 2013 (“consolidated financial statements”), prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and the unaudited condensed interim consolidated financial statements (“interim financial statements”) of the Company for the three months ended March 31, 2015 and 2014 (prepared in accordance with IAS 34 - Interim Financial Reporting (“IAS 34”)). The information provided herein supplements, but does not form part of, the interim financial statements and excludes financial and operational information from Rio Alto Mining Limited (“Rio Alto”). This MD&A contains “forward looking information” that is subject to risk factors set out in the cautionary note herein. This discussion covers Q1 2015 and the three months ended March 31, 2014 (“Q1 2014”) and the subsequent period up to the date of this MD&A. Dollar amounts are stated in millions of United States dollars (“USD$”), the Company’s functional currency, unless otherwise indicated. Tabular amounts are presented in thousands of USD$, except where otherwise noted. Information for this MD&A is prepared as at April 28, 2015.

BUSINESS OVERVIEW

Tahoe is a Canadian public mineral exploration, development and mine operating company whose common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol “THO” and on the New York Stock Exchange (“NYSE”) under the symbol “TAHO”. The Company has received a provisional listing on the Bolsa de Valores in Peru under the symbol “THO”. Tahoe is a reporting issuer in each of the provinces and territories of Canada. Additional information relating to the Company, including a copy of this MD&A, may be obtained or viewed from the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com, on the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) at www.sec.gov, and on the Company’s website at www.tahoeresourcesinc.com.

Tahoe was incorporated under the Business Corporations Act (British Columbia) on November 10, 2009. The Company’s principal business activity is to profitably operate the Escobal mine, a silver mining operation located in southeastern Guatemala and the La Arena mine, a gold mining operation located in northern Peru. Additional business objectives are the acquisition, exploration, development and operation of mineral properties for the mining of precious metals in the Americas.

At the date of this MD&A, the Company’s commercial operations include the Escobal mine, which contains high-grade silver, gold, lead, and zinc mineralization, and the La Arena mine, which contains high-grade gold mine. Operating the Escobal and La Arena mines as profitable silver and gold mines will require that Tahoe consistently meet production targets and effectively manage costs.

Mill commissioning at the Escobal mine commenced at the end of the third quarter of 2013 and the Company declared commercial production during the first quarter of 2014.

Q1 2015 and 2014 financial and operational information provided in this MD&A exclude the results from Rio Alto.

1

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Management’s Discussion and Analysis For the Three Months Ended March 31, 2015 and 2014 (tabular amounts expressed in thousands of United States dollars, except where otherwise noted)

Q1 2015 HIGHLIGHTS

OPERATIONAL AND FINANCIAL

• Mill throughput totaled 335,174 tonnes and averaged 3,724 tonnes per day (“tpd”).

• The Escobal mine produced metal concentrates containing 4.6 million ounces of silver, 2,542 ounces of gold, 2,258 tonnes of lead and 3,410 tonnes of zinc.

• Sales consisted of 4.6 million ounces of silver, 2,173 ounces of gold, 2,210 tonnes of lead and 3,495 tonnes of zinc resulting in revenues of $85.3 million.

• The Escobal mine achieved mine operating earnings⁽¹⁾ of $45.0 million.

• Earnings from operations⁽¹⁾ for Q1 2015 were $38.7 million, compared to $33.5 million for Q1 2014.

• Earnings and total comprehensive income for Q1 2015 were $31.9 million resulting in basic and diluted earnings per share of $0.22 and $0.22, respectively, compared to Q1 2014 net earnings and total comprehensive income of $24.8 million resulting in a basic and diluted earnings per share of $0.17 and $0.17, respectively.

• Cash flow provided by operating activities before changes in working capital⁽¹⁾ for Q1 2015 was $48.9 million compared to $44.7 million for Q1 2014.

• Cash costs net of by-product credits⁽²⁾ were $7.10 per silver ounce produced.

• All-in sustaining costs net of by-product credits⁽²⁾ were $9.78 per silver ounce produced.

• The Company declared and paid dividends of $8.9 million to shareholders during Q1 2015.

(1)	Refer to the “Additional GAAP Measures” section of this MD&A.
(2)	Refer to the “Non-GAAP Financial Measures” section of this MD&A.

RECENT DEVELOPMENTS

BUSINESS COMBINATION WITH RIO ALTO

On April 1, 2015, the Company completed the Plan of Arrangement (“Arrangement”) with Rio Alto resulting in a business combination of the two companies. Pursuant to the Arrangement and effective upon closing, Rio Alto has become a wholly-owned subsidiary of Tahoe, and all of the issued and outstanding common shares of Rio Alto (each a “Rio Alto Share”) were transferred to Tahoe in consideration for the issuance by Tahoe of 0.227 of a common share of Tahoe (each whole common share a “Tahoe Share”) and the payment of CAD$0.001 in cash for each Rio Alto Share.

In connection with the closing of the Arrangement, Tahoe has issued an aggregate of 75,991,381 Tahoe Shares to the former shareholders of Rio Alto. On closing of the Arrangement, Tahoe has 223,726,156 common shares issued and outstanding, with former Rio Alto shareholders holding approximately 34% on an undiluted basis. Tahoe has authorized the issuance of up to an additional 3,374,449 Tahoe Shares issuable upon the exercise of the stock options held by the former option holders of Rio Alto and an additional 2,011,244 Tahoe Shares issuable upon the exercise of Rio Alto warrants. Subsequent to the closing of the Arrangement and prior to the expiration date of April 12, 2015, all outstanding warrants were exercised and 2,011,244 Tahoe Shares were issued.

2

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Management’s Discussion and Analysis For the Three Months Ended March 31, 2015 and 2014 (tabular amounts expressed in thousands of United States dollars, except where otherwise noted)

Total consideration paid was based on the April 1, 2015 opening price of Tahoe Shares on the TSX of CAD$14.21 and a CAD$ to USD$ foreign exchange rate of 0.7929 and is comprised of the following:

		Number of Shares			Number of Shares
		Issued			Issuable			Fair Value
Tahoe Shares		75,991,381			-		$	856,198
Warrants(1)(3)		-			2,011,244			5,837
Options(2)(3)		-			3,374,449			11,632
Cash		-			-			272
Total consideration		75,991,381			5,385,693		$	873,939

(1)	The warrants had an expiry date of April 12, 2015 and all were exercised subsequent to the Arrangement closing and prior to expiry. Upon exercise, 2,011,244 Tahoe Shares were issued for total proceeds of CAD$21.2 million.
(2)	The fair values of the warrants and options were determined using the Black-Scholes option pricing model.
(3)	The inputs and input ranges, where applicable, used in the measurement of the fair value (CAD$) of the Options and Warrants are as follows:

			Options			Warrants
	Share price	$	14.21		$	14.21
	Exercise price	$	6.13 – 23.13		$	10.55
	Expected volatility		42.36% – 53.25%			46.60%
	Expected life (years)		0.08 – 4.55			0.03
	Expected dividend yield		1.69%			1.69%
	Risk-free interest rate		0.49% – 0.57%			0.49%
	Fair value	$	0.50 – 8.00		$	3.66

As at the date of this MD&A, the initial accounting for the business combination is not complete. The Company has not completed its preliminary analysis of the fair values of the assets acquired and the liabilities assumed.

For additional details, see the news releases dated February 9, 2015, February 25, 2015 and April 1, 2015 available at www.sedar.com or on the Company’s website at www.tahoeresourcesinc.com.

3

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Management’s Discussion and Analysis For the Three Months Ended March 31, 2015 and 2014 (tabular amounts expressed in thousands of United States dollars, except where otherwise noted)

SELECTED QUARTERLY RESULTS

Selected consolidated financial information from continuing operations for the most recent eight quarters is as follows:

(1)	London Bullion Market Association (LBMA)/London Metal Exchange (LME) average closing prices for each quarter presented.
(2)	Refer to the “Non-GAAP Financial Measures” and the “Additional GAAP Measures” sections of this MD&A.

4

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Management’s Discussion and Analysis For the Three Months Ended March 31, 2015 and 2014 (tabular amounts expressed in thousands of United States dollars, except where otherwise noted)

REVIEW OF QUARTERLY FINANCIAL RESULTS

Since the completion of the Company’s Initial Public Offering and acquisition of the Escobal project in June 2010, the Company built the Escobal mine and commenced commercial production in the first quarter of 2014. Variances in results by quarter reflect overall corporate activity and factors that do not necessarily recur each quarter, including operating results, timing of concentrate sales, fluctuations in the amount of finished goods, construction costs, stock based compensation, interest income on fluctuating cash balances, foreign exchange gains (losses) and exploration drill programs.

Basis of Presentation

The quarterly results presented are prepared in accordance with IFRS. The Company’s significant accounting policies are outlined within note 3 of the Company’s interim financial statements. The Company has chosen to expense all exploration and evaluation costs except those costs associated with mineral property acquisition, surface rights purchases, major equipment, buildings, and accrued reclamation, all of which are capitalized. There has been no material change to these accounting policies and methods of application from those disclosed in note 3 to the Company’s consolidated financial statements, except as noted in note 4 of the interim financial statements.

Q1 2015 vs. Q1 2014

Earnings for the Company increased to $31.9 million for Q1 2015 compared to $24.8 million for Q1 2014 as a result of the following factors:

Revenues

Commercial operations commenced in Q1 2014 at which time the Company recorded its first revenues.

During Q1 2015, the Company sold in concentrate 4.6 million silver ounces, 2,173 gold ounces at realized prices of $17.16 and $1,204 per ounce, respectively, compared to 4.2 million silver ounces, 2,412 gold ounces at realized prices of $20.20 and $1,349 per ounce, respectively during Q1 2014.

During Q1 2015, the Company sold in concentrate 2,210 tonnes of lead and 3,495 tonnes of zinc at realized prices of $1,763 and $2,023 per tonne, respectively, compared to 2,386 tonnes of lead and 2,253 tonnes of zinc at realized prices of $1,990 and $1,973 per tonne, respectively, during Q1 2014.

Although concentrate sales increased by approximately 10% during Q1 2015 when compared to Q1 2014, realized metal prices decreased by approximately 15% resulting in revenues of $85.3 million, net of treatment and refining charges for Q1 2015, compared to $89.9 million in revenues for Q1 2014, a decrease of approximately $4.6 million or 5%.

Operating costs

Production costs

Production costs, which comprise the full cost of operations less royalties and depreciation and depletion, form a component of total operating costs and were $23.9 million for Q1 2015 compared to $31.2 million during Q1 2014. The decrease is primarily due to timing differences related to costs included in the ending inventory balance which has increased over year-end due to the timing of sales.

5

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Management’s Discussion and Analysis For the Three Months Ended March 31, 2015 and 2014 (tabular amounts expressed in thousands of United States dollars, except where otherwise noted)

Royalties

During Q1 2015 royalty expense to Guatemalan government agencies were $7.0 million compared to $5.0 million in Q1 2014. This increase is primarily due to the increase in royalties from 5% to 10% beginning in Q1 2015 combined with a full quarter of production and sales compared to lower production and sales during the beginning of commercial production and ramp-up in Q1 2014.

Depreciation and depletion

During Q1 2015, depreciation and depletion was $9.3 million compared to $10.5 million in Q1 2014.

Other operating expenses

Exploration expenses

Exploration expenses were $0.5 million for Q1 2015 compared to $1.5 million in Q1 2014 as a result of fewer metres being drilled during the current quarter. Six surface holes totaling 2,663m were drilled during Q1 2015 compared to eight surface holes totaling 5,503m during Q1 2014.

General and administrative expenses

General and administrative expenses were $5.8 million for Q1 2015 compared to $8.2 million for Q1 2014. This $2.4 million decrease relates primarily to a decrease in share-based payments of $1.1 million, a $1.0 million decrease in administrative and other expenses as a result of lower spending on Guatemala City overhead, and other general and administrative expenses, a $0.5 million decrease in charitable contributions and a $0.1 million decrease in professional and consulting fees. These decreases were offset slightly by an increase in salaries and benefits of $0.3 million due to increased staffing at the corporate level during Q1 2015.

Other expense

Interest Expense

Interest expense for Q1 2015 was $0.9 million compared to $1.7 million in Q1 2014. The decrease is due to the repayment of the additional $25 million drawn on the credit facility prior to Q1 2015.

Net foreign exchange loss

A foreign exchange gain of $0.2 million was recognized during Q1 2015 compared to a loss of $0.2 million during Q1 2014. The variation in foreign exchange compared to the prior year period is the result of fluctuations in the CAD$ and Guatemalan Quetzal exchange rates.

6

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Management’s Discussion and Analysis For the Three Months Ended March 31, 2015 and 2014 (tabular amounts expressed in thousands of United States dollars, except where otherwise noted)

Q1 2015 OPERATIONAL OVERVIEW

		Q1 2015			Q1 2014
Tonnes Milled		335,174			273,693
Average Tonnes Milled (tpd)		3,724			3,041
Average Metal Grades
Silver (g/t)		500			551
Gold (g/t)		0.39			0.46
Lead		0.78%			0.97%
Zinc		1.30%			1.36%
Average Metal Recovery(1)
Silver		85.0%			85.4%
Gold		60.6%			65.8%
Lead		86.8%			87.3%
Zinc		78.5%			71.4%
Recovered Metal(2)
Silver Ounces		4,577,325			4,121,815
Gold Ounces		2,542			2,687
Lead Tonnes		2,258			2,342
Zinc Tonnes		3,410			2,645
Payable Metal(3)
Silver Ounces		4,342,588			3,918,340
Gold Ounces		2,385			2,526
Lead Tonnes		2,145			2,225
Zinc Tonnes		2,898			2,249
Costs Per Ounce Silver Produced(4)
Total cash costs per ounce before by-product credits	$	10.06		$	9.70
Total cash costs per ounce net of by-product credits	$	7.10		$	6.68
Total production costs per ounce net of by-product credits	$	9.13		$	9.14
All-in sustaining costs per ounce net of by-product credits	$	9.78		$	10.25
Capital Expenditures(5)	$	10,385		$	10,755

(1)	Percent silver and gold recovered into lead and zinc concentrates; percent lead recovered into lead concentrate; percent zinc recovered into zinc concentrate.
(2)	Silver and gold contained in lead and zinc concentrates; lead contained in lead concentrate; zinc contained in zinc concentrate.
(3)	Payable metal calculated using average NSR payable values.
(4)	Non-GAAP financial measures are described in the “Non-GAAP Financial Measures” section of this MD&A.
(5)	Capital expenditures include project and sustaining capital.

MINE OPERATIONS

The Escobal mine continued to meet the expectations of management in Q1 2015. Operational highlights include:

• Average mill throughput of 3,724 tpd, with an average silver head grade of 500 g/t for Q1 2015 compared to average mill throughput of 3,041 tpd with an average silver head grade of 551 g/t for Q1 2014.

• Produced metal concentrates containing 4.6 million ounces of silver, 2,542 ounces of gold, 2,258 tonnes of lead and 3,410 tonnes of zinc for Q1 2015, compared to 4.1 million ounces of silver, 2,687 ounces of gold, 2,342 tonnes of lead and 2,645 tonnes of zinc for Q1 2014.

• Average silver recovery to concentrates of 85.0% for Q1 2015 compared to 85.4% for Q1 2014.

• Produced 5,275 tonnes of lead concentrates containing an average silver grade of 25,541 g/t for Q1 2015 compared to 5,006 tonnes of lead concentrates containing an average silver grade of 24,468 g/t for Q1 2014.

Since the commencement of commercial production in Q1 2014, the operation has continued to perform as intended and is operating at design capacity.

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Management’s Discussion and Analysis For the Three Months Ended March 31, 2015 and 2014 (tabular amounts expressed in thousands of United States dollars, except where otherwise noted)

During Q1 2015, 5,768 dry metric tonnes (“dmt”) of lead concentrate and 7,993 dmt of zinc concentrate containing approximately 4.6 million payable ounces of silver were shipped and sold to third party smelters compared to 5,309 dmt of lead concentrate and 5,129 dmt of zinc concentrate containing approximately 4.2 million payable ounces of silver shipped and sold during Q1 2014.

Q1 2015 concentrate sales generated $85.3 million in revenues at operating costs of $40.3 million resulting in mine operating earnings of $45.0 million. Concentrate sales for Q1 2014 generated $89.9 million in revenues at operating costs of $46.7 million resulting in mine operating earnings of $43.1 million.

Total cash costs per ounce of silver produced, net of by-product credits, for Q1 2015 was $7.10, compared to $6.68 for Q1 2014, which is on target with the updated guidance range provided in the news release dated April 13, 2015 of $6.35 to $8.25 per ounce. This and other non-GAAP costs per ounce calculations are described in the “Non-GAAP Financial Measures” section of this MD&A.

Underground Development and Production

Underground development continues to advance in support of the life-of-mine production schedule. Sublevel and stope development on the second mining front continues to advance on the 1190m, 1215m and 1240m elevation sublevels. Development of the ramp system to provide access to the East Zone, which hosts approximately 40% of the Escobal mine resource, continued in Q1 2015.

During Q1 2015, the Escobal mine delivered approximately 326,000 tonnes of ore to the surface, mined from stopes on multiple production sublevels including production from secondary transverse longhole stopes on the 1265m sublevel and stope development below the 1265m sublevel. Mine production for Q1 2014 totaled approximately 257,000 tonnes of ore.

Mill Performance

Mill operations averaged 3,724 tpd for Q1 2015 including 44 days where the average throughput rate exceeded 4,000 tpd. For Q1 2014, mill throughput averaged 3,041 tpd. Optimization of metallurgical performance continues.

The mill processed a total of 335,174 tonnes during Q1 2015 with an average silver recovery of 85.0% in concentrates and produced 5,275 tonnes of lead concentrate and 6,591 tonnes of zinc concentrate containing 4.6 million ounces of silver. For Q1 2014, the mill processed a total of 273,693 tonnes with an average silver recovery of 85.4% in concentrates and produced 5,006 tonnes of lead concentrate and 5,063 tonnes of zinc concentrate containing approximately 4.1 million ounces of silver.

Capital Projects

Structural steel erection, equipment installation, and mechanical and electrical construction for the paste backfill plant were near completion at the end of Q1 2015. Completion of construction and pre-commissioning activities is scheduled in Q2 2015. The Company expects the paste backfill plant to be fully operational ahead of the ramp-up to the 4500 tpd mill throughput in the second half of 2015.

The fourth tailing filter press was received in Guatemala in December and delivered to the Escobal site at the beginning of Q1 2015. The filter press is slated for commissioning in the second quarter of 2015.

Pad and foundation construction for the second primary ventilation fan was near completion at the end of the quarter. Fan installation and commissioning is expected to be completed mid-year 2015.

EXPLORATION

All identified mineral resources for the Escobal project are located on the Escobal exploitation concession, which along with one other exploration concession comprises the project area. Exploration drilling continued at the Escobal project throughout the quarter.

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Management’s Discussion and Analysis For the Three Months Ended March 31, 2015 and 2014 (tabular amounts expressed in thousands of United States dollars, except where otherwise noted)

During Q1 2015, a total of six surface exploration holes for a total of 2,663 metres were drilled at Escobal. Exploration drilling focused on the west lateral extension of the Escobal vein and exploring mineralization associated with the Areneras zone, a secondary vein located south of the Escobal vein. Mineralization in the project area is now recognized over a 3,000 metre strike length and 2,000 metre vertical range.

In addition to the Escobal vein, twelve veins have been discovered in the region. These prospective areas continue to be evaluated; however, a number of these veins occur on concessions that have not yet been granted or are in areas that are not receptive to mining. There is no assurance that concessions will be granted which would allow the Company to extend exploration activities. Given the proposed moratorium on new licenses, regional exploration efforts outside of our four approved licenses have been temporarily suspended.

With the Escobal mine in production, exploration to identify and define target extensions will continue through wide step-out drilling with priority placed on testing deep and lateral extension targets at Escobal as well as other district and regional targets. Exploration expenditures for Q1 2015 totaled $0.5 million through March 31, 2015.

CREDIT FACILITY

On January 2, 2014, the Company expanded its existing $50 million credit facility (the “facility”) and drew an additional $25 million to ensure adequate working capital through continued ramp-up of the Escobal mine and to provide working capital for general corporate purposes. The $25 million bore interest at a rate per annum of the USD$ London Interbank Offered Rate (“LIBOR”) plus 7.25% .

In July 2014, the Company amended the facility agreement and extended the maturity date of the original $50 million to June 3, 2015. All other terms remain per the original agreement.

On September 3, 2014, the Company repaid the $25 million expanded portion of the facility with funds generated from mining operations. The original $50 million is anticipated to be repaid as scheduled from current cash balances and operating cash flows.

The facility is secured by substantially all of the assets of the Company and its subsidiaries: Tahoe Swiss AG, Escobal Resources Holding Limited and MSR.

Additionally, the facility contains covenants that, among other things, restrict the ability of the Company and its subsidiaries to incur additional debt, merge, consolidate, transfer, lease or otherwise dispose of all or substantially all its of its assets to any other entity. As at March 31, 2015, the Company was in compliance with the covenants.

2015 OPERATIONS OUTLOOK

The Company provided guidance regarding expected 2015 production and unit costs in the news release dated April 13, 2015 available at www.sedar.com or on the Company’s website at www.tahoeresourcesinc.com. The guidance reflects the acquisition of Rio Alto on April 1, 2015.

2015 Guidance ^(1)(2)(3)(6)

• 18 to 21 million ounces of silver contained in concentrates from the Escobal mine;
• 160 to 170 thousand ounces of gold in doré for the 9 months beginning April 1, 2015 from the La Arena mine;
• Cash costs per ounce⁽¹⁾⁽⁵⁾ as outlined in the following table:

(1)	See “Cautionary Statement on Forward-Looking Information” and “Non-GAAP Financial Measures” in the press release dated April 13, 2015 available at www.sedar.com.

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Management’s Discussion and Analysis For the Three Months Ended March 31, 2015 and 2014 (tabular amounts expressed in thousands of United States dollars, except where otherwise noted)

(2)	Assumes the following metals prices: $1,300/oz gold; $1,984/tonne lead; $2,315/tonne zinc.
(3)	Assumes payable by-product metal production: 11,300 ozs gold; 9,452 tonnes lead; 14,453 tonnes zinc.
(4)	By-product credits per ounce of silver: gold $0.75; lead $0.95; zinc $1.70; total $3.40.
(5)	All per ounce costs are based on silver ounces contained in concentrates (silver) and gold ounces in doré (gold).
(6)	2015 Guidance figures presented are for the Escobal mine (silver) and the La Arena mine (gold).

RISK FACTORS

Tahoe’s ability to generate revenues and achieve a return on shareholders’ investment must be considered in light of the early production stage of the Escobal mine and the sustainability of operations. The Company is subject to many risks, including operating in a country that at times has experienced political and social unrest and anti-mining resistance, among other destabilizing factors. This document should be read in conjunction with the 2014 Annual Information Form (“2014 AIF”) which includes a comprehensive risk factor discussion under the heading “Description of Our Business – Risk Factors”. The 2014 AIF is available at www.sedar.com or on the Company’s website at www.tahoeresourcesinc.com.

NON-GAAP FINANCIAL MEASURES

The Company has included certain non-GAAP financial measures throughout this document which include total cash costs, total production costs and all-in sustaining costs per silver ounce (“all-in sustaining costs”). These measures are not defined under IFRS and should not be considered in isolation. The Company’s primary business is silver production in concentrates with other metals (gold, lead and zinc), produced simultaneously in the mining process, the value of which represents a small percentage of the Company’s revenue and is therefore considered “by-product”. The Company believes these measures will provide investors and analysts with useful information about the Company’s underlying cash costs of operations, the impact of by-product credits on the Company’s cost structure and its ability to generate cash flow, as well as providing a meaningful comparison to other mining companies. Accordingly, these measures are intended to provide additional information and should not be substituted for GAAP measures.

Total cash costs and total production costs

The Company reports total cash costs and total production costs on a silver ounces produced basis. The Company follows the recommendation of the cost standard as endorsed by the Silver Institute (“the Institute”). The Institute is a nonprofit international association with membership from across the silver industry. The Institute serves as the industry’s voice in increasing public understanding of the many uses and values of silver. This remains the generally accepted standard for reporting cash costs of production by precious metal mining companies. Total cash costs and total production costs are divided by the number of silver ounces contained in concentrate to calculate per ounce figures. When deriving the production costs associated with an ounce of silver, the Company deducts by-product credits from gold, lead and zinc sales which are incidental to producing silver.

All-in sustaining costs

The Company has also adopted the reporting of all-in sustaining costs as a non-GAAP measure of a silver mining company’s operating performance and the ability to generate cash flow from operations. This measure has no standardized meaning and the Company has utilized an adapted version of the guidance released by the World Gold Council, the market development organization for the gold industry. The World Gold Council is not a regulatory industry organization and does not have the authority to develop accounting standards or disclosure requirements.

All-in sustaining costs include total cash costs incurred at the Company’s mining operation, sustaining capital expenditures, corporate administrative expense, exploration and evaluations costs, and reclamation and closure accretion. The Company believes that this non-GAAP measure represents the total costs of producing silver from its operation, and provides additional information of the Company’s operational performance and ability to generate cash flows to support future capital investments and to sustain future production.

These non-GAAP financial measures may be calculated differently by other companies depending on the underlying accounting principles and policies applied.

The following tables provide reconciliations of total production costs, total cash costs and all-in sustaining costs to the interim financial statements for Q1 2015 and Q1 2014.

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Management’s Discussion and Analysis For the Three Months Ended March 31, 2015 and 2014 (tabular amounts expressed in thousands of United States dollars, except where otherwise noted)

Total cash costs and total production costs per ounce of produced silver, net of by-product credits are as follows:

Total cash costs and total production costs		Q1 2015			Q1 2014
Production costs	$	23,944		$	31,203
Add/(subtract)
Change in product inventory		7,184			(3,235	)
Royalties		6,997			4,982
Treatment and refining charges		7,944			7,025
Total cash costs before by-product credits(1)	$	46,069		$	39,975
Less gold credit		(2,615	)		(3,255	)
Less lead credit		(3,898	)		(4,748	)
Less zinc credit		(7,066	)		(4,445	)
Total cash costs net of by-product credits	$	32,490		$	27,527
Add/(subtract)
Depreciation and depletion		9,325			10,147
Total production costs net of by-product credits	$	41,815		$	37,674
Silver ounces produced in concentrate (000’s)		4,577			4,122
Total cash costs per ounce before by-product credits	$	10.06		$	9.70
Total cash costs per ounce net of by-product credits	$	7.10		$	6.68
Total production costs per ounce net of by-product credits	$	9.13		$	9.14

⁽¹⁾ Gold, lead and zinc by-product credits are calculated as follows:

Total all-in sustaining costs per ounce of produced silver, net of by-product credits is as follows:

All-in sustaining costs		Q1 2015			Q1 2014
Total cash costs net of by-product credits	$	32,490		$	27,527
Sustaining capital(1)		5,888			5,066
Exploration		515			1,450
Reclamation cost accretion		51			23
General and administrative expenses		5,813			8,200
All-in sustaining costs	$	44,757		$	42,266
Silver ounces produced in concentrate (000’s)		4,577			4,122
All-in sustaining costs per ounce produced net of by-product credits	$	9.78		$	10.25

⁽¹⁾ Sustaining capital includes underground development and surface sustaining capital expenditures.

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Management’s Discussion and Analysis For the Three Months Ended March 31, 2015 and 2014 (tabular amounts expressed in thousands of United States dollars, except where otherwise noted)

ADDITIONAL GAAP MEASURES

The Company has disclosed additional GAAP measures which include mine operating earnings, earnings (loss) from operations and cash generated by operating activities before changes in working capital. Management believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use this information to evaluate the Company’s performance. These measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

Mine operating earnings

Mine operating earnings represent the difference between revenues and operating costs which include royalties and depreciation and depletion. Management believes that this presentation provides useful information to investors to evaluate the Company’s mine operating performance and to assess the Company’s ability to generate operating cash flow.

Earnings (loss) from operations

Earnings (loss) from operations represent the difference between mine operating earnings and other operating expenses which include Escobal project expenses, other exploration expenses and general and administrative expenses. Management believes that this presentation provides useful information to investors to evaluate the Company’s overall mine operating performance when taking into account certain costs not directly associated with production.

Cash flow provided by operating activities before changes in working capital

Cash flow provided by operating activities before changes in working capital represents the cash flows generated by operating activities after adjusting for interest expense, income tax expense and financing fees as well as items not involving cash. Management believes that this presentation provides useful information to investors to evaluate the Company’s ability to generate cash flows from its mining operation.

The additional GAAP measures described above do not have a standardized meaning prescribed by IFRS. As such, there are likely to be differences in the method of computation when compared to similar measures presented by other reporting issuers.

CASH FLOW

Cash provided by operating activities before changes in working capital was $48.9 million for Q1 2015, compared to $44.7 million for Q1 2014. Net cash provided by operating activities totaled $25.8 million for Q1 2015, compared to $21.5 million for the Q1 2014. The increase in cash from operations was due to the increased production from operating the Escobal mine for a full quarter during Q1 2015 compared to ramp-up production levels during Q1 2014 as a result of the commencement of commercial operations.

Investing activities consisted of additions to property, plant, and equipment of $10.6 million during Q1 2015, compared to $18.3 million during Q1 2014. The change from 2014 levels is a result of completion of construction and commencement of commercial operations.

Financing activities resulted in a cash outflow of $9.7 million during Q1 2015 compared to cash inflows of $27.9 million during Q1 2014. The Q1 2015 outflow was primarily due to $8.9 million relating to the payment of dividends and $0.8 million in interest paid. Cash provided by financing activities in Q1 2014 consisted primarily of the $25 million drawing of the expanded credit facility and $4.7 million relating to proceeds from the issuance of common shares on the exercise of stock options partially offset by interest and fees paid relating to the facility.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s cash and cash equivalents balance at March 31, 2015 was $86.0 million compared to $80.4 million at December 31, 2014.

The Company had working capital of $66.3 million and non-current liabilities of $5.3 million at March 31, 2015. This compares to working capital of $42.7 million at December 31, 2014 and non-current liabilities of $5.7 million. This change in the working capital position was due to the sale of concentrate production, collection of concentrate sales accounts receivable and buildup of product inventories.

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Management’s Discussion and Analysis For the Three Months Ended March 31, 2015 and 2014 (tabular amounts expressed in thousands of United States dollars, except where otherwise noted)

It is the opinion of management, based on the Company’s current liquidity position, continued steady state operations and sale of concentrate production, that the Company’s liquid assets will be sufficient to discharge liabilities, and to continue funding the Escobal mine. The Company may consider alternative financing arrangements to meet its strategic needs. Refer to the “Credit Facility” section of this MD&A for further information.

The Company’s capital consists of the following:

					December 31,
		March 31, 2015			2014			January 1, 2014
Equity	$	901,959		$	878,060		$	774,154
Debt		49,922			49,804			49,479
		951,881			927,864			823,633
Less: cash and cash equivalents		(85,951	)		(80,356	)		(8,838	)
	$	865,930		$	847,508		$	814,795

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to support future development of the business. The Company seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing and the advantages and security afforded by a sound capital position. The capital structure of the Company consists of common equity, comprising share capital and reserves net of accumulated deficit, and debt, which includes the credit facility and finance leases.

The Company’s overall capital management strategy remains unchanged from the year ended December 31, 2014.

Dividends declared and paid during Q1 2015 totaled $8.9 million (no dividends were declared or paid during Q1 2014).

COMMITMENTS AND CONTINGENCIES

There were no significant changes to the Company’s commitments or contingencies during Q1 2015. A summary of non-discounted liabilities and future operating commitments can be found in the Company’s MD&A for the years ended December 31, 2014 and 2013.

OFF-BALANCE SHEET ARRANGEMENTS

The Company currently has no off-balance sheet arrangements.

USE OF FINANCIAL INSTRUMENTS

The principal financial instruments currently affecting the Company’s financial condition are debt and leases. The Company’s exposure to credit risk on its Canadian currency and United States currency deposits is limited by maintaining such cash and term deposits with major Canadian banks and banks in the United States that have strong credit ratings. A minimal amount of cash is held by banks in Switzerland and Guatemala to fund the immediate needs of subsidiaries in those locations. To minimize risk, the Company’s funds are kept in highly liquid instruments and on deposit with stable institutions and are redeemable on demand.

ASSET VALUATION

There have been no events or changes in circumstances that would indicate an impairment of the Escobal mine as at March 31, 2015.

OUTSTANDING SHARE DATA

As at April 28, 2015, the Company had 225,975,235 issued and outstanding common shares, 5,846,836 issued and outstanding options and 353,000 issued and outstanding DSAs.

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Management’s Discussion and Analysis For the Three Months Ended March 31, 2015 and 2014 (tabular amounts expressed in thousands of United States dollars, except where otherwise noted)

DIVIDENDS

The Company declared and paid dividends of $8.9 million to shareholders during Q1 2015. The Company declared and made payable dividends of $4.5 million to shareholders during April 2015. This increase over prior monthly dividend payments relates to the additional shares outstanding as a result of the Rio Alto acquisition.

CHANGES IN ACCOUNTING POLICIES AND STANDARDS

Application of new and revised accounting standards effective January 1, 2015

The Company has evaluated the new and revised IFRS standards and has determined that there is no material impact on the interim financial statements upon adoption. Details of these accounting standards adopted are disclosed in note 4a) of the interim financial statements.

Future accounting standards and interpretations

A number of new IFRS standards, and amendments to standards and interpretations, are not yet effective for Q1 2015, and have not been applied in preparing the interim financial statements. The Company is currently evaluating the impact the future accounting standards and interpretations are expected to have on its consolidated financial statements. Details of these future accounting standards and interpretations are disclosed in note 4b) of the interim financial statements.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting estimates used in the preparation of the interim financial statements include the Company’s review of asset carrying values, the determination of impairment charges of long-lived assets, determination of mineral resources and valuation of share-based payments and the determination of amounts accrued for reclamation obligations. The estimates of non-cash compensation expenses involve considerable judgment and are, or could be, affected by significant factors that are out of the Company’s control. Actual results could differ from those estimates.

A more extensive discussion of critical accounting estimates and other accounting policies is contained in the Company’s consolidated financial statements and related MD&A. During the three months ended March 31, 2015, there have been no changes to these policies.

DISCLOSURE CONTROLS AND PROCEDURES AND
INTERNAL CONTROLS OVER FINANCIAL REPORTING

DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management, including the Chief Executive Officer (“CEO”) and the Vice-President and Chief Financial Officer (“CFO”), is responsible for the design of disclosure controls and procedures and internal controls over financial reporting (“ICFR”). Having assessed the effectiveness of the Company’s disclosure controls and procedures, the CEO and CFO believe that the disclosure controls and procedures are effective at a reasonable assurance level as of March 31, 2015.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

The Company’s management is responsible for establishing and maintaining an adequate system of internal controls, including ICFR. To design and evaluate its ICFR, the Company used the Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (the “2013 COSO Framework”).

The Company’s ICFR include policies and procedures that: (1) pertain to the maintenance of records and accurately and fairly reflect, in reasonable detail, the transactions related to acquisition, maintenance and disposition of its assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and receipts are recorded and expenditures are incurred only in accordance with authorization of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on its financial statements. Management has concluded that the Company’s ICFR were effective as of March 31, 2015 and provide reasonable assurance that financial information is recorded, processed, summarized and reported in a timely manner.

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Management’s Discussion and Analysis For the Three Months Ended March 31, 2015 and 2014 (tabular amounts expressed in thousands of United States dollars, except where otherwise noted)

The Company has designed its internal risk management and control systems to provide reasonable (but not absolute) assurance to ensure compliance with regulatory matters and to safeguard reliability of the financial reporting and its disclosures.

There were no changes in the Company’s ICFR during Q1 2015 that have materially affected or are reasonably likely to materially affect the Company’s ICFR.

CAUTIONARY NOTE REGARDING INTERNAL CONTROLS

The Company’s management, including the CEO and the CFO, believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any system of control is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and may not be detected.

TECHNICAL INFORMATION

Charles Muerhoff, Vice President Technical Services and Qualified Person as defined in National Instrument 43-101 has reviewed and approved the scientific and technical information contained in this MD&A.

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities legislation, and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to as “forward-looking information”). Forward-looking information in this MD&A may include, but is not limited to: statements related to the Company’s liquidity position and sufficiency of cash from operations to fund repayment of outstanding debt; expected working capital requirements, the sufficiency of capital resources and the possibility of considering alternative financing arrangements to meet strategic needs; the 2015 operations outlook and production guidance, including estimated unit costs per ounce of silver and gold; exploration and review of prospective mineral acquisitions; statements relating to changes in Guatemalan and Peruvian mining laws and regulations and the timing and results of court proceedings; the timing for the construction and commissioning of the paste backfill plant; the expected ramp-up to the 4,500 tpd mill throughput rate in the second half of 2015; the timing for the commissioning of the fourth tailing filter press; and the timing for the installation and commissioning of the second primary ventilation fan.

Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Management believes that the assumptions and expectations reflected in such forward-looking information are reasonable. Assumptions have been made regarding, among other things: the Company’s ability to carry on exploration and development activities; the timely receipt of required approvals; the price of silver, gold and other metals; the Company’s ability to operate in a safe, efficient and effective manner; and the Company’s ability to obtain financing as and when required and on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used.

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Management’s Discussion and Analysis For the Three Months Ended March 31, 2015 and 2014 (tabular amounts expressed in thousands of United States dollars, except where otherwise noted)

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by such forward-looking information, including risks associated with the Company’s dependence on the Escobal mine and its limited operating history, risks associated with the fluctuation of the price of silver, gold and other metals, the risk of unrest and political instability in Guatemala and Peru, risks associated with the availability of additional funding as and when required, exploration and development risks, permitting and licensing risks, uncertainty in the estimation of mineral resources, geologic, hydrological, and geotechnical risks, infrastructure risks, inflation risks, governmental regulation risks, environmental risks and hazards, insurance and uninsured risks, land title risks, risks associated with competition, risks associated with currency fluctuations, labour and employment risks, risks associated with dependence on key management personnel and executives, the timing and possible outcome of pending litigation, other unanticipated litigation risks, the risk that dividends might not continue to be declared, risks associated with the repatriation of earnings, risks of negative operating cash flow, risks associated with the interests of certain directors in other mining projects, risks associated with dilution, risks associated with stock exchange prices and risks associated with effecting service of process and enforcing judgments. See the Company’s 2014 Annual Information Form available on www.sedar.com under the heading “Description of Our Business – Risk Factors”.

The Company’s forward-looking statements are based on the reasonable beliefs, expectations and opinions of management on the date of this MD&A. Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except as, and to the extent required by, applicable securities laws.

NOTICE TO READERS IN THE UNITED STATES

Canadian standards, including those under National Instrument 43-101 Standards of Disclosure for Mineral Projects, differ significantly from the requirements of the Securities and Exchange Commission of the United States (“SEC”), and mineral resource and mineral reserve information contained or incorporated by reference in the MD&A may not be comparable to similar information disclosed by U.S. companies. Under U.S. standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC’s disclosure standards normally do not permit the inclusion in documents filed with the SEC of information concerning “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by U.S. standards. U.S. investors should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules, estimated “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies except in rare cases. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable. Disclosure of “contained ounces” in a mineral resource estimate is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures. The requirements for identification of “reserves” are also not the same as those of the SEC, and reserves reported by the Company may not qualify as “reserves” under SEC standards. Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with U.S. standards.

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TAHOE RESOURCES REPORTS NET INCOME OF $31.9M IN Q1 2015
Provides updates to mining operations in Guatemala and Peru

VANCOUVER, British Columbia – April 28, 2015 – Tahoe Resources Inc. (TSX: THO, NYSE: TAHO) is pleased to announce financial results for the quarter ending March 31, 2015 and to provide a production update for its operations in Guatemala and Peru.

Highlights for the first quarter of 2015 include (all amounts in U.S. dollars unless otherwise stated):

• Net earnings for the quarter amounted to $31.9 million or $0.22 per share.
• Operating cash flow before changes in working capital was $48.9 million or $0.33 per share.
• Revenue of $85.3 million generated from concentrate sales at operating costs of $40.3 million resulted in earnings from operations of $38.7 million.
• Silver production amounted to 4.6 million ounces based on a mill throughput average 3,724 tonnes per day (tpd).
• Total cash costs net of byproduct credits of $7.10 and an all-in sustaining cost (AISC) of $9.78 per ounce produced were realized during the quarter.
• Realized silver price from concentrate sales averaged $17.16 per ounce.
• The Company returned $8.9 million to shareholders through the monthly dividend.
• Cash and equivalents at quarter-end were $86.0 million.

Financial data for the La Arena mine in Peru are not included in the first quarter 2015 results.

Escobal Update
Mill throughput for the quarter was 335,174 tonnes at a silver grade of 500 grams per tonne (gpt). Development of the second mining front on the 1190 level is on track to meet the mid-year target. Commissioning of the fourth tailings filter is on schedule for the second quarter and the new paste plant is expected to be commissioned early in the third quarter, in advance of the 4500 tpd ramp-up.

La Arena Update
Gold produced and sold at La Arena during the quarter was 56,354 ounces at an average realized price of $1,201 per ounce.

“Operations at the Escobal silver mine in Guatemala and the La Arena gold mine in Peru continue to perform within guidance. A culture of continual cost optimization remains the focus at both operationswhile keeping high standards of safety and responsibility. The Shahuindo gold project is continuing on schedule and within budget with the objective to produce first gold in early 2016,” said Tahoe CEO Alex Black.

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“The integration of our personnel at the corporate and operational level is advancing well following the recent merger of Tahoe with Rio Alto Mining Limited. Developing and strengthening our human talent will be a key focus during the rest of the year,” he added.

Successful Execution of Warrants
All outstanding Rio Alto April 12, 2015 warrants have been exercised subsequent to the closing of the Plan of Arrangement and prior to their April 12, 2015 expiry, adding CAD$21.2 million to the Company’s cash balance during the second quarter.

Conference Call
Tahoe’s senior management will host a conference call to discuss the first quarter results on Wednesday, April 29, 2015 at 7:00 a.m. PDT. To join the call please dial 1-800-319-4610 (toll free from Canada and the U.S.) or +1-604-638-5340 (from outside Canada and the U.S.). A recording of the call will be available later that day at the Company’s website.

Complete financial results as well as the Company’s management discussion and analysis and other filings will be filed on SEDAR (www.sedar.com) and the Company’s website (www.tahoeresourcesinc.com).

About Tahoe Resources Inc.
Tahoe’s strategy is to responsibly operate precious metals mines, to pay significant shareholder dividends and to grow by developing long-term, low-cost assets in the Americas. Tahoe is a member of the S&P/TSX Composite and TSX Global Mining indices and the Russell 3000 on the NYSE. The Company is listed on the TSX as THO and on the NYSE as TAHO and has received a provisional listing on the Bolsa de Valores in Peru.

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Qualified Person Statement
Technical information in this news release has been approved by Charlie Muerhoff, Vice President Technical Services, a Qualified Person as defined by National Instrument 43-101.

Cautionary Notes
Tahoe has included certain non-Generally Accepted Accounting Principles (GAAP) financial measures throughout this document. Tahoe’s “Total Cash Costs” are divided by the number of silver ounces contained in concentrate to calculate per ounce figures. Tahoe’s Escobal mine produces primarily silver with other metals (gold, lead and zinc) produced simultaneously in the mining process. The value of these metals represents a low percentage of Tahoe’s revenue from the Escobal mine and is considered byproduct. When deriving the production costs associated with an ounce of silver, Tahoe deducts byproduct credits from gold, lead and zinc sales, which are incidental to producing silver. These measures are not defined under International Financial Reporting Standards (IFRS) and should not be considered in isolation.

Tahoe reports total cash costs (silver) on a silver ounces produced basis. Tahoe follows the recommendation of the Silver Institute, a nonprofit international association with membership from across the breadth of the silver industry. The Institute serves as the industry’s voice in increasing public understanding of the many uses and values of silver. The production cost standard is the generally accepted standard of reporting cash costs of production by precious metal mining companies.

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Tahoe has also adopted the reporting of AISC per silver ounce as a non-GAAP measure of a silver mining company’s operating performance and the ability to generate cash flow from operations. This measure has no standardized meaning under IFRS, and Tahoe has utilized an adapted version of the guidance released by the World Gold Council. AISC (silver) include total production cash costs incurred at the Escobal mine, sustaining capital expenditures, corporate administrative expense incurred outside Peru, exploration and evaluation costs incurred outside Peru, and reclamation and closure accretion for the Escobal mine. Tahoe believes that this non-GAAP measure represents the total costs of producing silver from the Escobal mine and provides additional information about Tahoe’s operational performance and ability to generate cash flows to support future capital investments and sustain future production.

The World Gold Council is not a regulatory industry organization and does not have the authority to develop accounting standards or disclosure requirements. This measure has no standardized meaning under IFRS and may not be comparable to similar measures presented by other mining companies. It should not be considered in isolation as a substitute for measures of performance prepared in accordance with IFRS. These non-GAAP measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS.

These non-IFRS financial measures may be calculated differently by other companies as a result of the underlying accounting principles and policies applied.

Total cash costs per ounce before byproduct credits	$	10.06
Less gold credit		0.57
Less lead credit		0.85
Less zinc credit		1.54
Total cash costs per ounce net of byproduct credits	$	7.10

Gold, lead and zinc byproduct credits are calculated as follows:

Tahoe believes these measures will provide investors and analysts with useful information about Tahoe’s underlying cash costs of operations, the impact of byproduct credits on Tahoe’s cost structure and its ability to generate cash flow, as well as a meaningful comparison to other mining companies. Accordingly, these measures are intended to provide additional information and should not be substituted for GAAP measures.

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Forward-Looking Statements
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation, and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to as “forward-looking information”). The use of any of the words “expect”, “potential”, “target”, “anticipate”, “continue”, “estimate”, “objective”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward-looking statements and information concerning future silver and gold production and future cash flow generation and financial returns.

In respect of the forward-looking statements, Tahoe has provided them in reliance on certain assumptions that they believe are reasonable at this time. Forward-looking information relating to future silver and gold production, future cash costs of production, silver and gold resources and reserves, the development of the Shahuindo gold mine and the expansion of the Escobal silver mine, is based on management’s reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management’s experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, Tahoe’s ability to continue paying municipal royalties in light of new royalty legislation in Guatemala; the price of silver, gold, and other metals; costs of development and production; Tahoe’s ability to operate in a safe and effective manner; and its ability to obtain financing on reasonable terms. Total cash cost and AISC projections include a number of forward-looking assumptions including implementation of a new royalty law, estimated prices of byproduct metals, budgeted cost and consumption of certain consumables as well as effectiveness and timing of cost-saving initiatives.

Since forward-looking information addresses future events and conditions, by its very nature it involves inherent risks and uncertainties, many of which are beyond Tahoe’s control. These include, but are not limited to, business integration risks; operational risks in development, exploration and production for precious metals including, but not limited to, results of exploration activities and development of mineral properties, the interpretation of drilling results and other geological data, the uncertainties of resource and reserve estimations, receipt and security of mineral property titles, receipt of licenses to conduct mining activities, country risks, and civil unrest; the timing and possible outcome of pending litigation; delays or changes in plans with respect to exploration or development projects or capital expenditures; cost overruns or unanticipated costs and expenses; uncertainties inherent to feasibility and other economic studies; health, safety and environmental risks; precious metal prices and other commodity price and exchange rate fluctuations; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions; ability to access sufficient capital from internal and external sources; changes in legislation, including but not limited to, mining regulations, tax laws, royalties and environmental regulations; and risks inherent to operating in developing countries.

Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other risks and factors that could affect the operations or financial results of the new Tahoe are included in reports on file with applicable securities regulatory authorities, including but not limited to, Tahoe’s Annual Information Form dated March 11, 2015 for the fiscal year ended December 31, 2014 which may be accessed on Tahoe’s SEDAR profile at www.sedar.com and Rio Alto’s Annual Information Form dated March 13, 2015 for the fiscal year ended December 31, 2014 which may be accessed on Rio Alto’s SEDAR profile at www.sedar.com.

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Actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits may be derived there from. Accordingly, readers should not place undue reliance on this information. The forward-looking statements and information contained in this news release are made as of the date hereof and Tahoe does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events, or results or otherwise, other than as required by applicable securities laws.

For further information, please contact:
Tahoe Resources Inc.
Ira M. Gostin, Vice President Investor Relations
[email protected]
Tel: 775-448-5807

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Form 52-109F2
Certification of Interim Filings
Full Certificate

I, C. Kevin McArthur, Executive Chairman of Tahoe Resources Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Tahoe Resources Inc. (the “issuer”) for the interim period ended March 31, 2015.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
		(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2	“N/A”
5.3	“N/A”
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2015 and ended on March 31, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: April 28, 2015

/s/ Kevin McArthur
C. Kevin McArthur
Executive Chairman

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Form 52-109F2
Certification of Interim Filings
Full Certificate

I, Mark T. Sadler, Vice President and Chief Financial Officer of Tahoe Resources Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Tahoe Resources Inc. (the “issuer”) for the interim period ended March 31, 2015.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
		(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2	“N/A”
5.3	“N/A”
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2015 and ended on March 31, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: April 28, 2015

/s/ Mark T. Sadler
Mark T. Sadler
Vice President and Chief Financial Officer

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