Fourth Amending Agreement dated December 5, 2007 to Merger Implementation Agreement dated May 3, 2007 by and among Coeur dAlene Mines Corporation, Coeur dAlene Mines Australia Pty Ltd, Coeur Sub Two, Inc. and Bolnisi Gold NL and other consents/amendments

EX-2.1 2 v36399exv2w1.htm EXHIBIT 2.1 exv2w1

EXHIBIT 2.1

Date: 5 December 2007

Fourth Amending
Agreement
relating to Merger Implementation
Agreement

Coeur d’Alene Mines Corporation
Coeur d’Alene Mines Australia Pty Ltd
Coeur Sub Two, Inc
Bolnisi Gold NL

Fourth Amending Agreement
relating to Merger Implementation Agreement


Details			3

Agreed terms			5

1. Defined terms & interpretation			5

1.1 Defined terms			5
1.2 Interpretation			5

2. Amendments			5

2.1 Amendments to MIA			5
2.2 Single document			5
2.3 Confirmation and acknowledgment			5

3. General			5

3.1 Governing law and jurisdiction			5
3.2 Confidentiality			5
3.3 Counterparts			5

Signing page			6

Fourth Amending Agreement | page 2

Details


Date		December 2007

Parties

Name		Coeur d’Alene Mines Corporation
Short form name		Coeur
ARBN		128 243 729
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

Name		Coeur Sub Two, Inc
Short form name		Coeur Sub Two
Incorporated		Delaware, USA
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

Fourth Amending Agreement | page 3

Background

A.		The parties entered into the Merger Implementation Agreement (MIA) on 3 May 2007 which was amended by an Amending Agreement on 8 June 2007, a Second Amending Agreement on 22 June 2007 a letter agreement dated 24 September 2007 and a Third Amending Agreement on 23 October 2007.

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

Fourth Amending Agreement | page 4

Agreed terms

1.		Defined terms & 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:

	(a)		In clause 3.1 (m), replace the words ‘Before the Scheme Meeting’ with the words ‘Not later than 17 December 2007’;

	(b)		In clause 1.1 in the definition of ‘Implementation Date’, the word ‘fifth’ is replaced with the word ‘third’; and

	(c)		In clause 1.1 of Annexure 1 to the MIA, as amended, in the definition of ‘Implementation Date’, the word ‘fifth’ is replaced with the word ‘third’.

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.

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.

Fourth Amending Agreement | page 5

Signing page

EXECUTED as an agreement.


Signed for Coeur d’Alene Mines
Corporation by				/s/ Dennis E. Wheeler
				Signature of officer

/s/ Kelli Kast				Dennis E. Wheeler
Signature of witness				Name of officer (print)

Kelli Kast				Chairman, President and CEO
Name of witness (print)				Office held

Executed by Coeur d’Alene Mines
Australia Pty Ltd

/s/ Mitchell Krebs				/s/ Dennis E. Wheeler
Signature of director				Signature of director/company secretary
				(Please delete as applicable)

Mitchell 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

/s/ Kelli Kast				Dennis E. Wheeler
Signature of witness				Name of officer (print)

Kelli Kast				Chairman, Director
Name of witness (print)				Office held

Executed by Bolnisi Gold NL

/s/ Norman A. Seckold Signature of director				/s/ Kenneth M. Phillips Signature of director/company secretary
				(Please delete as applicable)

Norman A. Seckold Name of director (print)				Kenneth M. Phillips Name of director/company secretary (print)

Fourth Amending Agreement | page 6