Palmarejo Shareholders Votes 99.99% in Favour of Offer by Coeur D'Alene Mines Corporation
04 Dezembro 2007 - 7:21PM
Marketwired
LONGUEUIL, QUEBEC (TSX VENTURE: 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.
Contacts: Palmarejo Silver and Gold Corporation James Crombie
President & CEO 450-677-2253 450-677-2601 (FAX)
jcrombie@pjogold.com www.palmarejogold.com
Palmarejo Silver & Gold Corp (TSXV:PJO)
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