Coeur d'Alene Mines, Bolnisi and Palmarejo Announce Agreement to Merge

[PekenoBuda]

Coeur d'Alene Mines, Bolnisi and Palmarejo Announce Agreement to Merge in Transaction Valued at Approximately $1.1 Billion

   To Create World's Leading Primary Silver Company

    COEUR D'ALENE, IDAHO & SYDNEY, AUSTRALIA & LONGUEUIL, QUEBEC, May 3 /CNW/
- Coeur d'Alene Mines Corporation (NYSE:CDE) (TSX:CDM) ("Coeur"), Bolnisi Gold
NL (ASX:BSG) ("Bolnisi") and Palmarejo Silver and Gold Corporation (TSX-V:PJO)
("Palmarejo") announced today that they have entered into agreements, which
have been approved unanimously by their respective boards of directors, as
well as a special committee of independent directors of the Palmarejo board of
directors, to merge creating the world's leading primary silver producer.
Pursuant to the agreements, Coeur will acquire all of the shares of Bolnisi,
and all of the shares of Palmarejo not owned by Bolnisi, in a transaction
valued at approximately US$1.1 billion (the "Transaction").

    Under the terms of the Transaction, Bolnisi shareholders will receive
0.682 Coeur shares for each Bolnisi share they own (or, at the election of the
Bolnisi shareholder, CHESS Depositary Interests representing Coeur shares),
and Palmarejo shareholders will receive 2.715 Coeur shares for each Palmarejo
share they own. It is anticipated that this will result in Coeur issuing a
total of approximately 271.3 million new shares. In addition, Bolnisi and
Palmarejo shareholders will receive a nominal cash payment equal to A$0.004
(US$0.003) per Bolnisi share and C$0.004 (US$0.003) per Palmarejo share.(1)

    Bolnisi and Palmarejo currently own 100% of the Palmarejo Project which
is located in the state of Chihuahua, Mexico. The Palmarejo Project is one of
the highest-quality primary silver projects in the world today, to which Coeur
believes it can create significant additional value by leveraging its
extensive exploration, development and underground and open pit mining
expertise.

    The Transaction will create a combined entity that expects to realize
several significant strategic benefits, including:

    <<
    -- Leading Silver Producer: Upon completion of the Transaction and
       following commencement of production at the Palmarejo Project,
       Coeur will be positioned as the world's leading primary silver
       producer in terms of silver production and silver resources. Based
       on Palmarejo mineral resource estimates and all the metallurgical
       and mining studies completed to date, Palmarejo is constructing a
       2 million tonne per annum processing plant capable of producing
       12 million ounces of silver and 110,000 ounces of gold annually,
       which Coeur expects would nearly double its current production
       levels. As a result of this Transaction, Coeur is expected to:

        -- Produce approximately 32 million silver ounces and
           approximately 290,000 gold ounces in 2009 -- silver production
           accounting for approximately two-thirds of total production by
           value based on analyst consensus metal prices for 2009;

        -- Possess a mineral resource base of over 364 million ounces of
           measured and indicated silver mineral resources (inclusive of
           silver mineral reserves) and 96.6 million ounces of inferred
           silver mineral resources and 3.4 million ounces of measured and
           indicated gold mineral resources and 0.95 million ounces of
           gold inferred mineral resources. Detailed descriptions of
           mineral resources and reserves of both Coeur and Palmarejo are
           attached at the end of this news release;

        -- Have a leading growth profile with silver production compound
           annual growth of approximately 47% between 2007 and 2009; and

        -- Continue its no-hedge silver policy, maximizing leverage to
           silver prices.

    -- Well-Diversified Portfolio: Coeur owns and operates three silver
       mines in North America and South America, owns all of the silver
       production and mineral reserves of two operating mines in
       Australia, and is constructing a new silver mine in Bolivia and a
       new gold mine in Alaska. The addition of the Palmarejo Project to
       Coeur's portfolio will geographically diversify Coeur's asset mix
       and provide entry into a prolific mining area of Mexico, which is
       the world's second largest silver producing country.

    -- Increased Exploration Potential: The combination of Coeur's
       prospective exploration portfolio and the Palmarejo properties is
       expected to provide considerable exploration upside potential for
       shareholders.

    -- Low-Cost Producer: The Palmarejo Project's anticipated low
       operating costs are expected to materially reduce Coeur's overall
       cash costs, making Coeur a competitive low-cost producer in the
       sector. Following the commencement of production at the Palmarejo
       Project, Coeur anticipates that its operating costs will be below
       US$2.00 per ounce of silver (after by-product credits).

    -- Sector Leading Liquidity: Coeur is currently listed on both the
       NYSE and TSX, and, in connection with the Transaction, Coeur
       intends to seek listing of its shares on the ASX in the form of
       CHESS Depositary Interests. Coeur expects to remain one of the
       world's most liquid publicly-traded silver mining companies.

    -- Strong Balance Sheet: Based on Coeur's, Bolnisi's and Palmarejo's
       balance sheets as at December 31, 2006, the pro forma cash position
       of the combined company would be $382 million, which is expected to
       be sufficient to fund all three growth projects -- San Bartolome,
       Kensington and Palmarejo -- without further equity dilution.
    >>

    "With this transaction we are establishing Coeur as the clear leader in
the silver mining industry," said Dennis E. Wheeler, Coeur's Chairman,
President and Chief Executive Officer. "Coeur will have an unrivaled platform
of silver mines and projects, which we expect to provide substantial growth at
low cost. In addition, we have performed substantial due diligence on the
Palmarejo Project and are pleased to be making a substantial strategic
investment in Mexico. We believe that we can add substantial value, leveraging
our development, operational and exploration expertise to the Palmarejo
Project. The Board of Directors and I are excited about the future of the
combined company, and we look forward to delivering the significant benefits
of the combination to all of our shareholders."

    Norman A. Seckold, Executive Chairman of Bolnisi, said, "We are very
excited about today's announcement. This transaction provides our shareholders
with immediate value for their shares as well as the opportunity to
participate in the upside potential of what we believe will be the world's
premier silver producer. By leveraging Coeur's expertise in underground and
open cut project development, we expect to realize the full value of the
Palmarejo Project."

    David Fennell, Chairman of the Special Committee of independent directors
of Palmarejo said, "The Special Committee has undertaken a comprehensive
review of the transaction, including seeking advice from both our financial
advisor and legal counsel, and has received a fairness opinion from its
financial advisor. The Special Committee also retained a separate and
independent financial advisor to complete a formal valuation in connection
with the transaction as contemplated by Canadian securities laws. After
careful consideration, the Special Committee has unanimously recommended
approving the transaction to the Palmarejo board of directors, who have in
turn approved entering into the agreement. Furthermore, the Palmarejo board,
on the recommendation of the Special Committee has authorized the submission
of the arrangement to Palmarejo shareholders for their approval at a special
meeting of shareholders and the Palmarejo Board unanimously recommends that
Palmarejo shareholders vote in favor of the transaction."

    Terms of the Transaction

    Under the terms of the Transaction, Coeur will acquire all of the
outstanding shares of Bolnisi and all of the outstanding shares of Palmarejo
not owned by Bolnisi in exchange for shares in Coeur. Based on the total
number of outstanding shares of common stock for both Bolnisi and Palmarejo as
of May 2, 2007, the Transaction has a total value of approximately US$1.1
billion.

    Under the terms of the Transaction, Bolnisi shareholders will receive
0.682 Coeur shares for each Bolnisi share they own (or, at the election of the
Bolnisi shareholder, CHESS Depositary Interests representing Coeur shares)
under a Court approved Scheme of Arrangement pursuant to Australian law, and
Palmarejo shareholders will receive 2.715 Coeur shares for each Palmarejo
share they own under a Court approved Plan of Arrangement pursuant to Canadian
law. In addition, Bolnisi and Palmarejo shareholders will receive a nominal
cash payment equal to A$0.004 (US$0.003) per Bolnisi share and C$0.004
(US$0.003) per Palmarejo share.

    Based on Coeur's stock price as of close of business on May 2, 2007,
Bolnisi shareholders will receive the equivalent of A$3.35 (US$2.76) per
share, and Palmarejo shareholders will receive the equivalent of C$12.20
(US$11.00) per share. The agreed terms represent a 9% premium over Bolnisi's
closing stock price on May 1, 2007, the last full trading day before the
company entered a trading halt, and a 14% premium over the volume-weighted
average price of Bolnisi shares over the last 60 trading days. The agreed
terms also represent a 40% premium over Palmarejo's closing stock price on May
1, 2007, the last trading day for Palmajero before the transaction was
announced, and a 32% premium over the volume-weighted average price of
Palmarejo shares over the last 60 days.

    Each of the directors of Bolnisi has entered into a call option deed,
which, between them, grants Coeur the right to acquire up to 19.9% of
Bolnisi's outstanding shares held by the directors at the same price as that
offered by Coeur to other Bolnisi shareholders under the Bolnisi Scheme of
Arrangement.

    Under the terms of the Transaction, Bolnisi, Palmarejo and Coeur have
agreed to give each other exclusivity, subject to certain exceptions and have
agreed to a reciprocal break fee of 1% payable in certain circumstances.

    Palmarejo Project

    The Palmarejo Project, expected to be one of the world's lowest cost
primary silver mines, is wholly-owned by, and the major asset of, Palmarejo.
Bolnisi is the majority shareholder of Palmarejo, holding 73.6% of its
outstanding shares.

    The Palmarejo tenement covers approximately 12,160 hectares and the
current development project is located on one of 14 silver targets identified
to date on the tenement. The Palmarejo Project is located in the state of
Chihuahua in northern Mexico and lies in Mexico's premier silver region, the
gold-silver belt of the Sierra Madre Occidental.

    Construction of the Palmarejo Project began during September 2006. Based
on Palmarejo mineral resource estimates and all the metallurgical and mining
studies completed to date, Palmarejo is constructing a 2 million tonne per
annum processing plant capable of producing 12 million ounces of silver and
110,000 ounces of gold annually, nearly equal to the 13 million silver ounces
and 136,000 gold ounces expected to be produced by Coeur in 2007. Coeur and
Palmarejo will form a joint management committee to oversee progress on the
Palmarejo Project pending completion of the Transaction. The joint management
committee will pursue an optimization scenario based on Coeur's plan for a
combined open pit and underground development targeting enhanced project
economics, with first production expected in late 2008.

    Approvals

    The Transaction is subject to approval by the shareholders of Coeur,
Bolnisi and Palmarejo, the completion of satisfactory due diligence by Coeur
(which shall be completed within 30 days of this announcement) and the
satisfaction of customary closing conditions (including completion of
regulatory reviews and receipt of regulatory approvals, including those of
antitrust agencies). The consummation of each of the Bolnisi transaction and
the Palmarejo transaction is also conditioned upon the consummation of the
other transaction, although Coeur has the right to waive this condition if the
Palmarejo transaction does not proceed, and still proceed with the Bolnisi
transaction. Assuming timely completion of the required regulatory processes
and receipt of the required shareholder and Court approvals, the companies
expect the Transaction to be completed in the third quarter of 2007.

    The Bolnisi Scheme of Arrangement requires the approval of three-fourths
of the total shares voted, plus half of the shareholders present and voting at
the meeting, either in person or by proxy. The Palmarejo Plan of Arrangement
must be approved by two-thirds of the votes cast by shareholders present and
voting at a special meeting of shareholders called to consider the
Transaction, as well as a simple majority of the votes cast by such
shareholders (excluding interested parties). Both Arrangements require
approval by the applicable courts in Canada and Australia.

    Coeur's Board of Directors has unanimously approved the Transaction and
recommends that Coeur shareholders vote in favor of proposals required for its
implementation. Prior to the Bolnisi and Palmarejo shareholder meetings, Coeur
will convene a special meeting of its shareholders to approve an amendment to
Coeur's articles of incorporation to increase the number of its authorized
capital and to approve the issuance of shares required to implement the
Transaction. These proposals require the approval of a majority of the Coeur
shares that are present or represented by proxy at the shareholder meeting.

    CIBC World Markets is acting as financial advisor to Coeur. Freehills,
Gibson, Dunn & Crutcher LLP, Goodmans LLP and Rubio Villegas y Asociados, S.C.
are acting as legal counsel to Coeur. Cormark Securities Inc. is acting as
financial advisor to Bolnisi and Minter Ellison and Dorsey & Whitney LLP are
acting as legal counsel. Dundee Securities Corporation is acting as financial
advisor to Palmarejo's Special Committee and Westwind Partners Inc. has
provided a formal valuation to the Special Committee of independent directors
of Palmarejo and Stikeman Elliott LLP and Dorsey & Whitney LLP are acting as
Palmarejo's legal counsel.

[Paciente]

Boas PekenoBuda,

A CDE está na eminência de quebrar em baixa o importante suporte dos $3,90 e acho que não vale o risco (hoje já cotou nos $3,87 no intraday).

Quando quebrar em alta a sua LTd aí sim, deve-se começar a olhar para a CDE.

Se leres com atenção essa notícia que aqui colocaste, verás que a CDE vai ter que emitir uma quantidade enorme de acções para adquirir essa duas empresas. Segundo a notícia, a CDE vai ter que emitir mais de 271 milhões de acções o que equivale quase à totalidade das acções actualmente existentes da CDE (cerca de 277 milhões).

A diluição vai ser enorme, e a CDE terá que duplicar os resultados para ficar na mesma (ou seja, com os mesmos lucros por acção que tem actualmente). Penso que isso até será possível dados os acréscimos de produção que esta fusão vai trazer. Mas à partida não vejo grande valor acrescentado para o accionista nesta operação. Faltam no entanto informações importantes (como por exemplo, quanto é que a CDE está a pagar por cada "ounce in the ground" para ter uma opinião mais fundamentada).

Uma coisa é certa, a avaliar pelo comportamento da CDE na sessão de hoje, para já o mercado parece não estar a gostar desta operação. E isto ainda é mais evidente dada o comportamento que o sector evidencia, dando seguimento ao bom desempenho na sessão de ontem.

No entanto, para os mais afoitos (tipo "Las Vegas gamblers"), há sempre a possibilidade de arriscar comprar aqui junto ao suporte dos $3.90 (stop apertado com um fecho abaixo desse nível) e rezar para que o suporte aguente.

[PekenoBuda]

Boas noites Paciente,

E a CDE lá caiu 3.70% com 24 milhões de acções negociadas, tendo fechado numa zona chave.

É verdade, é um investimento com grande peso para a CDE e que mais uma vez vem condicionar a sua cotação. Aliás, um motivo de peso para o facto da CDE não acompanhar as suas congéneres, está precisamente relacionado com as aquisições que tem feito, que obriga a aumentos de capital e consequente diluição das acções.

Assim é óbvio que se torna complicado acompanhar as performances das outras empresas do sector.

Mas confesso que ainda nem tive tempo de ler as noticias bem, e do pouco que li foi na diagonal.

Bons trades