Coeur Mining, Inc. — M&A Activity 2007

Oct 29, 2007

DEFA14A 1 v34803e8vk.htm FORM 8-K e8vk PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 23, 2007

Coeur d’Alene Mines Corporation

(Exact name of registrant as specified in its charter)

IDAHO (State or other jurisdiction of incorporation or organization) 1-8641 (Commission File Number) 82-0109423 (IRS Employer Identification No.) 505 Front Ave., P.O. Box “I” Coeur d’Alene, Idaho, 83816 (Address of Principal Executive Offices)

(208) 667-3511

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

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TOC

TABLE OF CONTENTS

Item 1.01 Entry Into a Material Definitive Agreement
Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT 2.1
EXHIBIT 2.2
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4
EXHIBIT 99.5
EXHIBIT 99.6

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link1 "Item 1.01 Entry Into a Material Definitive Agreement"

Item 1.01 Entry Into a Material Definitive Agreement

On October 23, 2007, Coeur d’Alene Mines Corporation, Bolnisi Gold NL and Palmarejo Silver and Gold Corporation agreed to amend the merger implementation agreements and the Bolnisi directors’ option deeds to allow for adequate time for the required regulatory processes and receipt of the required shareholder and court approvals.

The foregoing description of the amendments to the merger implementation agreements and the option deeds does not purport to be complete and is qualified in its entirety by reference to the full text of such amendments filed as exhibits hereto.

link1 "Item 9.01. Financial Statements and Exhibits"

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

| Exhibit 2.1 | Third Amending Agreement dated October 23, 2007 to Merger
Implementation Agreement dated May 3, 2007 by and among Coeur
d’Alene Mines Corporation, Coeur d’Alene Mines Australia Pty
Ltd, Coeur Sub Two, Inc. and Bolnisi Gold NL and other
consents/amendments |
| --- | --- |
| Exhibit 2.2 | Amendment dated October 23, 2007 to Merger Implementation
Agreement dated May 3, 2007 by and between Coeur d’Alene Mines
Corporation and Palmarejo Silver and Gold Corporation, as amended to
date |
| Exhibit 99.1 | Amending Agreement dated October 23, 2007 relating to Option
Deed dated May 3, 2007 by and between Coeur d’Alene Mines
Corporation and Kenneth M. Phillips, as amended to date |
| Exhibit 99.2 | Amending Agreement dated October 23, 2007 relating to Option
Deed dated May 3, 2007 by and between Coeur d’Alene Mines
Corporation and Altinova Nominees Pty Ltd, as amended to date |
| Exhibit 99.3 | Amending Agreement dated October 23, 2007 relating to Option
Deed dated May 3, 2007 by and between Coeur d’Alene Mines
Corporation and Dragonlyn Pty Ltd, as amended to date |
| Exhibit 99.4 | Amending Agreement dated October 23, 2007 relating to Option
Deed dated May 3, 2007 by and between Coeur d’Alene Mines
Corporation and Rosignol Consultants Pty Ltd, as amended to date |
| Exhibit 99.5 | Amending Agreement dated October 23, 2007 relating to Option
Deed dated May 3, 2007 by and between Coeur d’Alene Mines
Corporation and Promin Mining Services Pty Limited, as amended
to date |
| Exhibit 99.6 | Amending Agreement dated October 23, 2007 relating to Option
Deed dated May 3, 2007 by and between Coeur d’Alene Mines
Corporation and Rosignol Pty Limited, as amended to date |

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link1 "SIGNATURE"

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 hereunto duly authorized.

/s/ James A. Sabala
Name:	James A. Sabala
Title:	Executive Vice President and Chief Financial Officer

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