Fourth Amending Agreement relating to Merger Implementation Agreement
EXHIBIT 2.1
Date: 5 December 2007
Fourth Amending
Agreement
relating to Merger Implementation
Agreement
Agreement
relating to Merger Implementation
Agreement
Coeur d’▇▇▇▇▇ ▇▇▇▇▇ Corporation
Coeur d’▇▇▇▇▇ ▇▇▇▇▇ Australia Pty Ltd
Coeur Sub Two, Inc
Bolnisi Gold NL
Coeur d’▇▇▇▇▇ ▇▇▇▇▇ Australia Pty Ltd
Coeur Sub Two, Inc
Bolnisi Gold NL
Fourth Amending Agreement
relating to Merger Implementation 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 |
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Name
|
Coeur d’▇▇▇▇▇ ▇▇▇▇▇ Corporation | |
Short form name
|
Coeur | |
ARBN
|
128 243 729 | |
Incorporated
|
Idaho, USA | |
Notice details
|
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
Coeur d’Alene | ||
Idaho 83814 | ||
USA | ||
Facsimile: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ | ||
Attention: Company Secretary | ||
Name
|
Coeur d’▇▇▇▇▇ ▇▇▇▇▇ Australia Pty Ltd | |
Short form name
|
Coeur Australia | |
ACN
|
125 204 775 | |
Notice details
|
Suite 1003 | |
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
Sydney NSW 2000 | ||
Name
|
Coeur Sub Two, Inc | |
Short form name
|
Coeur Sub Two | |
Incorporated
|
Delaware, USA | |
Notice details
|
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
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 | |
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
Sydney NSW 2000 | ||
Facsimile: ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇ | ||
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ |
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’▇▇▇▇▇ ▇▇▇▇▇ |
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Corporation by
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||
/s/ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||
▇▇▇▇▇ ▇▇▇▇
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Chairman, President and CEO | |||||
Executed by Coeur d’▇▇▇▇▇ ▇▇▇▇▇ |
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Australia Pty Ltd |
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/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||
(Please delete as applicable) | ||||||
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||
Signed for Coeur Sub Two, Inc by |
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||
/s/ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||
▇▇▇▇▇ ▇▇▇▇
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Chairman, Director | |||||
Executed by Bolnisi Gold NL |
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Signature of director
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Signature of director/company secretary
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(Please delete as applicable) | ||||||
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name of director (print)
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name of director/company secretary (print)
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Fourth Amending Agreement | page 6