Toronto Stock
Exchange: G
New York Stock Exchange: GG
GOLDCORP EXPANDS
PE�ASQUITO AREA HOLDINGS WITH ACQUISITION OF CANPLATS RESOURCES CORPORATION
VANCOUVER, British
Columbia, November 16, 2009 � Goldcorp Inc. (TSX: G; NYSE: GG) announced today an agreement
whereby Goldcorp will acquire, through a plan of arrangement (the
�Arrangement�), all of the outstanding common shares (the �Shares�) of Canplats
Resources Corporation (�Canplats�) (TSX-V: CPQ) for total consideration of approximately
C$238 million based on the fully diluted in-the-money Shares outstanding.
Under the Arrangement, each
Share will be exchanged for 0.074 of a common share of Goldcorp (the �Exchange
Ratio�), and an interest in a new exploration company (�Newco�) with a notional
value of C$0.18 per Share, representing a combined value of C$3.60 per Share
based upon the closing price of the Goldcorp shares on November 13, 2009.
This represents a premium of approximately 41% over the closing price of the
Shares on Friday, November 13, 2009.
Upon closing, Goldcorp will
assume ownership of Canplats� Camino Rojo Project, located approximately 50
kilometres southeast of Goldcorp�s Pe�asquito mine. Camino Rojo�s
3,389-square kilometre land position includes the Represa Deposit1, which has
reported measured and indicated resources of 3,445,000 gold ounces and
60,708,000 silver ounces. Inferred resources total 555,000 ounces of gold
and 7,612,000 ounces of silver.
�The acquisition of the Camino Rojo Project fits very well with one of our
strategic goals of enhancing opportunities in and around our core assets,� said
Chuck Jeannes, Goldcorp President and Chief Executive Officer. �With the
Pe�asquito mine achieving operational status as expected, we have accelerated
our regional exploration and development initiatives in order to leverage our
strong presence in this highly prospective district. The Camino Rojo
Project will benefit from strong synergies with Pe�asquito in the areas of
human talent, infrastructure and stakeholder partnerships. In addition,
our total land package in the district will now exceed 4,600 square kilometres,
providing an abundance of compelling exploration targets. Along with the steady
advancement of our Noche Buena project located north of Pe�asquito, we can
envision a potential network of low-cost satellite operations that would
contribute significantly to Pe�asquito production over the long term.�
The acquisition of Canplats by Goldcorp is expected to be completed by way
of a court approved plan of arrangement whereby each Share will be exchanged
for 0.074 of a common share of Goldcorp and shares of Newco.
The number of Goldcorp shares to be issued will be approximately 4.3 million
based on the issued and outstanding shares as of the announcement date, but
will be subject to adjustment depending on the number of options and warrants
exercised under the Arrangement. The transaction is expected to close in
January 2010.
As part of the Arrangement, a new exploration company will be created and
90.1% of its shares will be distributed to Canplats shareholders. The company
will hold interests in certain early-stage exploration properties located in
Durango and Chihuahua states, Mexico and cash in the amount of C$10 million
through a newly-incorporated, wholly-owned Mexican subsidiary. All the
shares of the newly-incorporated company (other than a 9.9% equity interest to
be retained by Goldcorp) will be distributed to Canplats shareholders pursuant
to the Arrangement.
The Arrangement has been approved by the boards of directors of Goldcorp and
Canplats and will be subject, among other things, to the favourable vote of 66
2/3% of the Canplats common shares, options and warrants voting as a single
class at a special meeting of Canplats security holders called to approve the
transaction. Officers and directors of Canplats have entered into lock-up
and support arrangements with Goldcorp under which they have agreed to vote in
favour of the transaction, such shares, options and warrants representing approximately
6.6% of Canplats� outstanding shares, options and warrants.
In the event that the transaction is not completed, Canplats has agreed to
pay Goldcorp a termination fee equal to C$7.2 million, under certain
circumstances. Canplats has also provided Goldcorp with certain other
customary rights, including a right to match competing offers.
Goldcorp�s financial advisors are GMP Securities L.P.; its legal advisors
are Cassels Brock & Blackwell LLP in Canada and Neal, Gerber &
Eisenberg LLP in the United States.
Canplats shareholders and other interested parties are advised to read the
materials relating to the proposed transaction that will be filed by Canplats
with securities regulatory authorities in Canada and with the United States
Securities and Exchange Commission when they become available because they will
contain important information. Anyone may obtain copies of these
documents when available free of charge at the Canadian Securities
Administrators� website at www.sedar.com and from the United States
Securities and Exchange Commission at its website at www.sec.gov.
This announcement is for informational purposes only and does not constitute an
offer to purchase, a solicitation of an offer to sell the Shares or a
solicitation of a proxy.
Goldcorp is the lowest-cost and fastest growing multi-million ounce gold
producer with operations throughout the Americas. Its gold production
remains 100% unhedged.
(1) Represa Deposit Mineral Resource Summary(i)(ii)
|
Size
|
Grade
|
Gold Ounces (000's)
|
Silver Ounces (000's)
|
Category
|
Tonnes (millions)
|
Gold
(g/t)
|
Silver (g/t)
|
Zinc
(%)
|
Lead
(%)
|
Measured
|
9.58
|
0.76
|
13.40
|
0.34
|
0.29
|
235
|
4,126
|
Indicated
|
153.81
|
0.65
|
11.44
|
0.37
|
0.18
|
3,210
|
56,582
|
Total M&I
|
163.39
|
0.66
|
11.56
|
0.37
|
0.19
|
3,445
|
60,708
|
Inferred
|
31.03
|
0.56
|
7.63
|
0.31
|
0.10
|
555
|
7,612
|
i.
Based upon a cut-off grade of 0.2 grams gold per tonne
for oxide and transitional resources, with a cut-off grade of 0.3 grams gold
per tonne for sulphide resources.
ii.
Resources estimated by Mr. Douglas Blanchflower,
P.Geo., of Minorex Consulting, an independent qualified person under NI 43-101,
in a technical report dated January 5, 2009 and entitled "Technical Report
on the Mineral Resources of the Camino Rojo Property."
Cautionary Note
Regarding Forward-Looking Statements
This press
release contains �forward-looking statements�, within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and applicable Canadian
securities legislation, concerning the business, operations and financial
performance and condition of Goldcorp. Forward-looking statements
include, but are not limited to, statements with respect to the future price of
gold, silver, copper, lead and zinc, the estimation of mineral reserves and
resources, the realization of mineral reserve estimates, the timing and amount
of estimated future production, costs of production, capital expenditures,
costs and timing of the development of new deposits, success of exploration
activities, permitting time lines, hedging practices, currency exchange rate
fluctuations, requirements for additional capital, government regulation of
mining operations, environmental risks, unanticipated reclamation expenses,
timing and possible outcome of pending litigation, title disputes or claims and
limitations on insurance coverage. Generally, these forward-looking
statements can be identified by the use of forward-looking terminology such as
�plans�, �expects� or �does not expect�, �is expected�, �budget�, �scheduled�,
�estimates�, �forecasts�, �intends�, �anticipates� or �does not anticipate�,
�believes� or variations of such words and phrases or statements that certain
actions, events or results �may�, �could�, �would�, �might� or �will be taken�,
�occur� or �be achieved�. Forward-looking statements are subject to known
and unknown risks, uncertainties and other factors that may cause the actual
results, level of activity, performance or achievements of Goldcorp to be
materially different from those expressed or implied by such forward-looking
statements, including but not limited to: risks related to the integration of
acquisitions; risks related to international operations; risks related to joint
venture operations; actual results of current exploration activities; actual
results of current reclamation activities; conclusions of economic evaluations;
changes in project parameters as plans continue to be refined; future prices of
gold, silver, copper, lead and zinc; possible variations in ore reserves, grade
or recovery rates; failure of plant, equipment or processes to operate as
anticipated; accidents, labour disputes; delays in obtaining governmental
approvals or financing or in the completion of development or construction
activities and other risks of the mining industry, as well as those factors
discussed in the section entitled �Description of the Business � Risk Factors�
in Goldcorp�s annual information form for the year ended December 31, 2008
available at www.sedar.com and Form 40-F for the year ended December 31, 2008
on file with the United States Securities and Exchange Commission in
Washington, D.C. Although Goldcorp has attempted to identify important
factors that could cause actual results to differ materially from those
contained in forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can be no
assurance that such statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements. Goldcorp does not undertake to update any
forward-looking statements that are included in this document, except in
accordance with applicable securities laws.
CONTACT INFORMATION:
Goldcorp Inc.
Jeff Wilhoit
Vice President, Investor Relations
Goldcorp Inc.
(604) 696-3074
Fax: (604) 696-3001
Email: info@goldcorp.com
Website: www.goldcorp.com