Fourth Amending Agreement relating to Merger Implementation Agreement

EXHIBIT 2.1

Date: 5 December 2007

Fourth Amending
Agreement
relating to Merger Implementation
Agreement

Coeur d’Xxxxx Xxxxx Corporation
Coeur d’Xxxxx Xxxxx Australia Pty Ltd
Coeur Sub Two, Inc
Bolnisi Gold NL

Fourth Amending Agreement
relating to Merger Implementation Agreement

Details			3
Agreed terms			5
1.   Defined terms & interpretation			5
1.1 Defined terms			5
1.2 Interpretation			5
2.   Amendments			5
2.1 Amendments to MIA			5
2.2 Single document			5
2.3 Confirmation and acknowledgment			5
3.   General			5
3.1 Governing law and jurisdiction			5
3.2 Confidentiality			5
3.3 Counterparts			5
Signing page			6

Fourth Amending Agreement | page 2

Details

Date		December 2007
Parties
Name		Coeur d’Xxxxx Xxxxx Corporation
Short form name		Coeur
ARBN		128 243 729
Incorporated		Idaho, USA
Notice details		000 Xxxxx Xxxxxx
		Coeur d’Alene
		Idaho 83814
		USA
		Facsimile: x0 000 000 0000
		Attention: Company Secretary
Name		Coeur d’Xxxxx Xxxxx Australia Pty Ltd
Short form name		Coeur Australia
ACN		125 204 775
Notice details		Suite 1003
		0 Xxxxxx Xxxxxx
		Sydney NSW 2000
Name		Coeur Sub Two, Inc
Short form name		Coeur Sub Two
Incorporated		Delaware, USA
Notice details		000 Xxxxx Xxxxxx
		Coeur d’Alene
		Idaho 83814
		USA
		Facsimile: x0 000 000 0000
		Attention: Company Secretary
Name		Bolnisi Gold NL
Short form name		Bolnisi
ACN		008 587 086
Notice details		Level 8
		000 Xxxxxx Xxxxxx
		Sydney NSW 2000
		Facsimile: x00 0 0000 0000
		Attention: Xxxxx Xxxxxxxxxxx

Fourth Amending Agreement | page 3

Background

A.		The parties entered into the Merger Implementation Agreement (MIA) on 3 May 2007 which was amended by an Amending Agreement on 8 June 2007, a Second Amending Agreement on 22 June 2007 a letter agreement dated 24 September 2007 and a Third Amending Agreement on 23 October 2007.
B.		The parties wish to amend the MIA as set out in this document.

Fourth Amending Agreement | page 4

Agreed terms

1.		Defined terms & interpretation
1.1		Defined terms
		Capitalised terms used in this agreement and not otherwise defined have the meanings given to them in the MIA.
1.2		Interpretation
		Clauses 1.2 and 1.3 of the MIA apply to this document as if set out in full in this clause 1.2.
2.		Amendments
2.1		Amendments to MIA
		The parties agree that the MIA is amended as follows:

	(a)		In clause 3.1 (m), replace the words ‘Before the Scheme Meeting’ with the words ‘Not later than 17 December 2007’;
	(b)		In clause 1.1 in the definition of ‘Implementation Date’, the word ‘fifth’ is replaced with the word ‘third’; and
	(c)		In clause 1.1 of Annexure 1 to the MIA, as amended, in the definition of ‘Implementation Date’, the word ‘fifth’ is replaced with the word ‘third’.

2.2		Single document
		The MIA as amended by this document is to be read as a single integrated document incorporating the amendments effected by this document.
2.3		Confirmation and acknowledgment
		Each party confirms that the MIA, as amended by clause 2.1, remains in full force and effect.
3.		General
3.1		Governing law and jurisdiction
		This agreement is governed by the law of New South Wales, Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia.
3.2		Confidentiality
		Clause 11 of the MIA applies to this document as if set out in full in this clause 3.2.
3.3		Counterparts
		This document may be executed in counterparts. All executed counterparts constitute one agreement.

Fourth Amending Agreement | page 5

Signing page

EXECUTED as an agreement.

Signed for Coeur d’Xxxxx Xxxxx
Corporation by				/s/ Xxxxxx X. Xxxxxxx
				Signature of officer
/s/ Xxxxx Xxxx				Xxxxxx X. Xxxxxxx
Signature of witness				Name of officer (print)
Xxxxx Xxxx				Chairman, President and CEO
Name of witness (print)				Office held
Executed by Coeur d’Xxxxx Xxxxx
Australia Pty Ltd
/s/ Xxxxxxxx Xxxxx				/s/ Xxxxxx X. Xxxxxxx
Signature of director				Signature of director/company secretary
				(Please delete as applicable)
Xxxxxxxx Xxxxx				Xxxxxx X. Xxxxxxx
Name of director (print)				Name of director/company secretary (print)
Signed for Coeur Sub Two, Inc by
				/s/ Xxxxxx X. Xxxxxxx
				Signature of officer
/s/ Xxxxx Xxxx				Xxxxxx X. Xxxxxxx
Signature of witness				Name of officer (print)
Xxxxx Xxxx				Chairman, Director
Name of witness (print)				Office held
Executed by Bolnisi Gold NL
/s/ Xxxxxx X. Xxxxxxx  Signature of director				/s/ Xxxxxxx X. Xxxxxxxx  Signature of director/company secretary
				(Please delete as applicable)
Xxxxxx X. Xxxxxxx  Name of director (print)				Xxxxxxx X. Xxxxxxxx  Name of director/company secretary (print)

Fourth Amending Agreement | page 6