Bolnisi Shareholders Approve Offer by Coeur
SYDNEY, Australia--(Business Wire)--Bolnisi Gold NL (Bolnisi) (ASX:BSG) advises that at the Scheme
Meeting held today, Bolnisi Shareholders voted in favour of the
resolution required to be passed to allow the offer by Coeur d'Alene
Mines Corporation (Coeur) (NYSE:CDE, TSX:CDM) to acquire all the
shares in Bolnisi (Offer) by way of a scheme of arrangement (Scheme)
to be implemented in accordance with the Merger Implementation
Agreement entered into between Bolnisi and Coeur.
The particulars of voting in respect of the scheme resolution are:
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*T
Total For Against Abstain % For
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Votes 163,376,459 162,463,975 712,317 200,167 99.4%
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Number of Voters 302 286 14 2 94.7%
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*T
Accordingly, the scheme resolution was passed by the requisite
majorities.
Proxies for the scheme resolution received prior to the meetings
were as follows:
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*T
For Open Against Abstain
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158,495,139 2,755,536 412,317 200,167
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*T
As announced at the Scheme Meeting, Bolnisi Shareholders will
receive 0.682 Coeur shares, or CDIs representing Coeur shares and
$0.004 in cash for each Bolnisi share they hold.
As detailed in the Scheme Booklet dated 26 October 2007, the
Scheme is subject to satisfaction of various conditions. These include
that Coeur's shareholders pass certain enabling resolutions, and that,
unless Coeur waives this condition, the plan of arrangement under
Canadian law involving Bolnisi's listed subsidiary Palmarejo Silver
and Gold Corporation (Palmarejo) in respect of all shares in Palmarejo
not held by Bolnisi or its related bodies corporate becomes effective
under Canadian law. The Coeur and Palmarejo meetings to pass the
requisite resolutions are due to take place on 4 December 2007 Idaho
and Toronto time respectively.
Coeur has advised the Company that it does not expect on 4
December 2007 Idaho time to have satisfied an unusual quorum provision
in its constituent documents which requires 50% of all issued shares
to vote.
Coeur is proposing to adjourn its 4 December 2007 meeting until 7
December 2007 Idaho time to enable it to satisfy the quorum
requirement. The Company will update the market when any implications
for the transaction timetable become clearer. If Coeur passes the
requisite resolution on 7 December 2007, it is expected that the
transaction may be completed before Christmas.
At a General Meeting of Bolnisi shareholders held today after the
Scheme Meeting, a resolution regarding the change of status of Bolnisi
to a proprietary company was put before Bolnisi shareholders.
The particulars of voting in respect of the change of status
resolution are:
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*T
Total For Against Abstain % For
----------------------------------------------------------------------
Votes 145,426,315 144,936,779 439,369 50,167 99.7%
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*T
Accordingly, the change of status resolution was passed by the
requisite majorities.
Proxies for the change of status resolution received prior to the
meetings were as follows:
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*T
For Open Against Abstain
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139,758,243 2,717,236 439,369 50,167
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*T
Next Steps
Bolnisi will report on the expected timing of the next steps to
implement the Scheme after it learns the outcome of the Coeur and
Palmarejo meetings.
Bolnisi Gold NL
Peter Nightingale, (61 2) 9247 5300
Director
Copyright Business Wire 2007
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