MLC Centre Martin Place Sydney NSW 2000 Australia Telephone +61 2 9225 5000 Facsimile +61 2 9322 4000GPO Box 4227 Sydney NSW 2001 Australia www.freehills.com DX 361 Sydney Sydney Melbourne Perth Brisbane Singapore Correspondent offices in Hanoi Ho Chi Minh City Jakarta

EX-2.1 2 v31417exv2w1.htm EXHIBIT 2.1 exv2w1

Exhibit 2.1

Agreement

22 June 2007

Project Arizona

Second Amending
Agreement relating to
Merger Implementation
Agreement


MLC Centre Martin Place Sydney NSW 2000 Australia		Telephone +61 2 9225 5000 Facsimile +61 2 9322 4000
GPO Box 4227 Sydney NSW 2001 Australia		www.freehills.com DX 361 Sydney
Sydney Melbourne Perth Brisbane Singapore		Correspondent offices in Hanoi Ho Chi Minh City Jakarta

Parties

Coeur d’Alene Mines Corporation

Coeur d’Alene Mines Australia Pty Ltd

Coeur Sub Two, Inc

Bolnisi Gold NL

Project Arizona — second
amending agreement to MIA (2) Amending Agreement relating to Merger Implementation Agreement

Contents


	Table of contents
	The agreement	1

	Operative part	3

1	Defined terms and interpretation	3
	1.1 Defined terms	3
	1.2 Interpretation	3
2	Amendments	3
	2.1 Amendments to MIA	3
	2.2 Single document	3
	2.3 Confirmation and acknowledgment	4
3	General	4
	3.1 Governing law and jurisdiction	4
	3.2 Confidentiality	4
	3.3 Counterparts	4

	Signing page	5

Amending Agreement relating to Merger Implementation Agreement Contents 1

The agreement

Second Amending Agreement relating to Merger
Implementation Agreement

Date 22 June 2007

Between the parties


Name		Coeur d’Alene Mines Corporation

Short form name		Coeur

Incorporated		Idaho, USA

Notice details		505 Front Avenue
		Coeur d’Alene
		Idaho 83814
		USA
		Facsimile: + ###-###-####
		Attention: Company Secretary

Name		Coeur d’Alene Mines Australia Pty Ltd

Short form name		Coeur Australia

ACN		125 204 775

Notice details		Suite 1003
		3 Spring Street
		Sydney NSW 2000
		Attention: Company Secretary

Name		Coeur Sub Two, Inc

Short form name		Coeur Sub Two

Incorporated		Delaware, USA

Project Arizona — second
amending agreement to MIA (2)
22/06/07

Amending Agreement relating to Merger Implementation Agreement page 1

The agreement


Notice details		505 Front Avenue
		Coeur d’Alene
		Idaho 83814
		USA
		Facsimile: + ###-###-####
		Attention: Company Secretary

Name		Bolnisi Gold NL

Short form name		Bolnisi

ACN		008 587 086

Notice details		Level 8
		261 George Street
		Sydney NSW 2000
		Facsimile: +61 2 9247 3932
		Attention: Peter Nightingale

Background		The parties entered into the Merger Implementation Agreement on 3 May 2007 which was amended by an Amending Agreement dated 8 June 2007 (together the MIA).

		The parties wish to amend the MIA as set out in this document.

The parties agrree		as set out in the Operative part of this agreement, in consideration of, among other things, the mutual promises contained in this agreement.

Project Arizona — second
amending agreement to MIA (2)

Amending Agreement relating to Merger Implementation Agreement page 2

Operative part

1		Defined terms and interpretation


1.1		Defined terms

		Capitalised terms used in this agreement and not otherwise defined have the meanings given to them in the MIA.

1.2		Interpretation

		Clauses 1.2 and 1.3 of the MIA apply to this document as if set out in full in this clause 1.2.

2		Amendments


2.1		Amendments to MIA

		The parties agree that the MIA is amended as follows:

	(1)		In clause 1.1 in the definition of ‘Due Diligence Period’, replace ‘44’ with ‘58’.

	(2)		In clause 8.3 delete the words ‘5 Business Days after the end of the Due Diligence Period’ and replace them with the words:

			“3 July 2007, 5pm Idaho (United States of America) time.

			For the purpose of this clause 8.3 only, the notice provisions in clause 17.4(e) do not apply and instead the following applies:

			Any communication under or in connection with clause 8.3 of this agreement is regarded as received by the addressee:

	(a)		if sent by fax, at the local time in the State of Idaho which then equates to the time at which that fax is sent as shown on the transmission report which is produced by the machine from which that fax is sent and which confirms transmission of that fax in its entirety; and

	(b)		if delivered by hand, on delivery at the address of the addressee as provided in clause 17.4(b).”

2.2		Single document

		The MIA as amended by this document is to be read as a single integrated document incorporating the amendments effected by this document.

Project Arizona — second
amending agreement to MIA (2)

Amending Agreement relating to Merger Implementation Agreement page 3


		Signing Page

2.3		Confirmation and acknowledgment

		Each party confirms that the MIA, as amended by clause 2.1, remains in full force and effect.

3		General


3.1		Governing law and jurisdiction

		This agreement is governed by the law of New South Wales, Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

3.2		Confidentiality

		Clause 11 of the MIA applies to this document as if set out in full in this clause 3.2.

3.3		Counterparts

		This document may be executed in counterparts. All executed counterparts constitute one agreement.

Project Arizona —
second amending agreement to MIA (2)

Amending Agreement relating to Merger Implementation Agreement page 4

Signing page

Executed as an agreement


Signed for Coeur d’Alene Mines Corporation by		/s/ Dennis E. Wheeler
			¬

		Signature of officer

		Dennis E. Wheeler


		Name of officer (print)

		Chairman, President and Chief Executive Officer

		Office held
Executed by Coeur d’Alene Mines Australia Pty Ltd
/s/ Mitchell J. Krebs	¬	/s/ Dennis E. Wheeler	¬

Signature of director		Signature of director/company secretary (Please delete as applicable)

Mitchell J. Krebs		Dennis E. Wheeler

Name of director (print)		Name of director/company secretary (print)

Signed for Coeur Sub Two, Inc by		/s/ Dennis E. Wheeler	¬


		Signature of officer

		Dennis E. Wheeler


		Name of officer (print)

		Chairman


		Office held

Project Arizona — second
amending agreement to MIA (2)

Amending Agreement relating to Merger Implementation Agreement page 5

Signing page


Executed by Bolnisi Gold NL
/s/ Norman A. Seckold	¬	/s/ Peter J. Nightingale	¬

Signature of director		Signature of director/company secretary (Please delete as applicable)

Norman A. Seckold		Peter J. Nightingale

Name of director (print)		Name of director/company secretary (print)

Project Arizona — second
amending agreement to MIA (2)

Amending Agreement relating to Merger Implementation Agreement page 6