04.12.2007 22:05:00
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Palmarejo Shareholders Votes 99.99% in Favour of Offer by Coeur d'Alene Mines Corporation
Palmarejo Silver and Gold Corporation ("Palmarejo”)
(TSX-V: PJO) is pleased to announce the overwhelming approval by
Palmarejo shareholders of a plan of arrangement pursuant to which, among
other things, Coeur d’Alene Mines Corporation ("Coeur”)
(NYSE: CDE) (TSX: CDM) will acquire all of the outstanding shares of
Palmarejo held by shareholders other than Bolnisi and, through its
acquisition of Bolnisi Gold NL ("Bolnisi”)
(ASX: BSG), all of the Palmarejo shares held by Bolnisi, as more
particularly described in the Palmarejo Notice and Management
Information Circular dated October 31, 2007. At a meeting of Palmarejo
shareholders held earlier today, the arrangement was approved by over
99.99% of the votes cast, and 99.99% of the "minority”
votes, excluding those votes required to be excluded by applicable
securities laws. Approximately 90.2% of the total eligible Palmarejo
shares were voted at the meeting. Under the terms of the arrangement,
Palmarejo shareholders will receive 2.715 Coeur shares and $0.004 for
each Palmarejo share.
"Today’s
overwhelming vote in favour of this arrangement demonstrates that our
shareholders support Palmarejo joining forces with Coeur,” said James Crombie, President and CEO of Palmarejo. "The
new Coeur, with the addition of Palmarejo’s
projects, will enjoy an excellent profile in the industry.”
On December 4, 2007, Bolnisi shareholders also voted in favour of the
resolution to allow the offer by Coeur to acquire all of the shares of
Bolnisi by way of a scheme of arrangement to be implemented in
accordance with the Merger Implementation Agreement between Bolnisi and
Coeur. Under the scheme of arrangement, Bolnisi shareholders will
receive 0.682 of a Coeur share and A$0.004 in cash for each Bolnisi
share.
Coeur announced on December 3, 2007 that it has adjourned its special
meeting of shareholders to vote on the amendment of its charter and the
issuance of its shares in connection with its proposed acquisition of
Bolnisi and Palmarejo to Friday, December 7, 2007 at 4:00 p.m. (PST).
Coeur has received overwhelming support for the proposals related to the
acquisition with in excess of 91% of the votes submitted having voted in
favour. Proxies are continuing to be received and votes representing an
additional 1.7% of the outstanding shares are needed to achieve quorum
and enable the matters to be put to a vote at the meeting. The
adjournment will allow Coeur to receive the necessary additional proxies.
Palmarejo’s application to the Ontario
Superior Court of Justice to obtain the final court order approving the
arrangement is scheduled for December 5, 2007.
Completion of the transaction remains subject to satisfaction of certain
conditions set out in the plan of arrangement and the Merger
Implementation Agreement between Palmarejo and Coeur.
About Palmarejo Silver & Gold
Palmarejo Silver And Gold Corporation is a silver/gold exploration
company listed on the TSX Venture Exchange under the symbol "PJO".
Palmarejo's principal activity is to explore and develop gold and silver
properties located in the Temoris District of Chihuahua, Mexico within
the Sierra Madre Occidental mountain range. Additional information is
available on SEDAR and on the Company’s
website.
Cautionary Statement
This press release contains forward-looking statements within the
meaning of securities legislation in the United States and Canada,
including statements regarding the terms and conditions of the proposed
transaction and anticipated operating results. Such statements are
subject to numerous assumptions and uncertainties, many of which are
outside the control of Palmarejo.
Operating, exploration and financial data, and other statements in this
press release are based on information that Palmarejo believes is
reasonable, but involve significant uncertainties affecting the business
of Palmarejo, including, but not limited to, future gold and silver
prices, costs, ore grades, estimation of gold and silver reserves,
mining and processing conditions, construction schedules, currency
exchange rates, and the completion and/or updating of mining feasibility
studies, changes that could result from future acquisitions of new
mining properties or businesses, the risks and hazards inherent in the
mining business (including environmental hazards, industrial accidents,
weather or geologically related conditions), regulatory and permitting
matters, risks inherent in the ownership and operation of, or investment
in, mining properties or businesses in foreign countries, as well as
other uncertainties and risk factors set out in filings made from time
to time with the Ontario Securities Commission, including, without
limitation, Palmarejo’s Annual Information
Form. Additionally, there are risks that the parties will not proceed
with the proposed transaction, that the ultimate terms of the proposed
transaction will differ from those that currently are contemplated, and
that the proposed transaction will be not be successfully completed for
any reason (including the failure to obtain the required approvals or
clearances from regulatory authorities). Actual results, developments
and timetables could vary significantly from the estimates presented.
Readers are cautioned not to put undue reliance on forward-looking
statements. Palmarejo disclaims any intent or obligation to update
publicly such forward-looking statements, whether as a result of new
information, future events or otherwise. Additionally, Palmarejo
undertakes no obligation to comment on analyses, expectations or
statements made by third parties in respect of Palmarejo, its financial
or operating results or its securities or the proposed transaction.
The TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this release.
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