VANCOUVER, May 12, 2016 /PRNewswire/ - Goldcorp Inc.
("Goldcorp") (TSX: G, NYSE: GG) and Kaminak Gold Corporation
("Kaminak") (TSX-V: KAM) are pleased to announce that they have
entered into a definitive arrangement agreement (the "Arrangement
Agreement") pursuant to which Goldcorp has agreed to acquire, by
way of a plan of arrangement (the "Arrangement"), all of the
outstanding shares of Kaminak. The total consideration
offered for all of the outstanding shares of Kaminak is
approximately C$520 million.
Under the Arrangement, each common share of Kaminak will be
exchanged for 0.10896 common shares of Goldcorp. Based on the
closing price of Goldcorp's common shares on the Toronto Stock
Exchange on May 11, 2016, the
transaction values each Kaminak share at C$2.62. The consideration received by Kaminak
shareholders represents a 40% premium over the 20-day
volume-weighted average share price of Kaminak from all trading on
Canadian exchanges for the period ending May
11, 2016 and a premium of 33% over Kaminak's closing share
price on the TSX Venture Exchange on May 11,
2016. The number of Goldcorp shares to be issued under the
Arrangement will be approximately 21.6 million based on the issued
and outstanding shares of Kaminak as of the announcement date, but
will be subject to adjustment depending on the number of Kaminak
options that may be exercised prior to the completion of the
Arrangement.
Kaminak's key asset is the 100%-owned Coffee Gold project
("Coffee"), a structurally hosted hydrothermal gold deposit located
approximately 130 kilometres south of the City of Dawson,
Yukon. Coffee is a high-grade,
open pit, heap leach mining project located in a top tier mining
jurisdiction. The Coffee land package, comprising over 60,000
hectares, demonstrates significant potential for near-mine
discoveries, with mineralization remaining open along strike and at
depth. Coffee currently has total indicated gold mineral
resources1 of 3.0 million ounces (63.7Mt at 1.45g/t)
inclusive of total probable gold mineral reserves1 of
2.2 million ounces (46.4Mt at 1.45g/t), and total inferred gold
mineral resources1 of 2.2 million ounces (52.4Mt at
1.31g/t).
"This acquisition is consistent with our strategy of partnering
with junior exploration companies to identify and develop mining
districts with significant exploration potential that is expected
to grow our net asset value per share," said David Garofalo, Goldcorp President and Chief
Executive Officer. "Coffee is located within a politically stable
jurisdiction and provides us with an opportunity to add high
quality ounces to our development pipeline, at low all-in
sustaining costs. With our strong financial position and mine
construction expertise, we see significant potential to deliver
value for all partners and stakeholders. We are committed to
responsible, sustainable mining and will ensure this project is
built to create lasting positive benefits for local First Nations
and communities."
The Arrangement has been unanimously approved by the boards of
directors of Goldcorp and Kaminak and will be subject to, among
other things, the favourable vote of 662/3% of the
holders of Kaminak shares and Kaminak options, voting as a single
class, at a special meeting of Kaminak shareholders and option
holders to be held no later than July 14,
2016, receipt of all necessary regulatory and court
approvals and the satisfaction of certain other closing conditions
customary for a transaction of this nature.
The Arrangement Agreement includes customary deal protection
provisions. Kaminak has agreed not to solicit any alternative
transactions and, in certain circumstances, to pay Goldcorp a
termination fee equal to C$20.3
million in the event that the Arrangement is not completed.
Kaminak has also provided Goldcorp with certain other customary
rights, including a right to match competing offers. Closing of the
transaction is expected to occur no later than August 15, 2016.
Directors, officers, and certain shareholders of Kaminak
representing approximately 27.5% of Kaminak's outstanding shares
have entered into voting support arrangements with Goldcorp under
which they have agreed to vote in favour of the transaction.
BMO Capital Markets has provided an opinion to the Kaminak Board of
Directors that the consideration offered under the Arrangement is
fair, from a financial point of view, to Kaminak's
shareholders.
Advisors and Counsel
Goldcorp's financial advisors are RBC Capital Markets and Fort
Capital Partners and its legal advisors are Cassels Brock & Blackwell LLP in
Canada.
Kaminak shareholders and other interested parties are advised to
read the materials relating to the proposed transaction that will
be filed by Kaminak with securities regulatory authorities in
Canada 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. 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.
The scientific and technical information contained in this news
release has been reviewed and approved by Gil Lawson, P.Eng., Vice President of Geology
and Mine Planning, Goldcorp, who is a qualified person under
National Instrument 43-101 ("NI 43-101").
About Goldcorp
Goldcorp is a global senior gold producer focused on responsible
mining practices with safe, low-cost production from a high-quality
portfolio of mines.
1) Refer to Kaminak's press release dated
January 6, 2016 for further
information on the gold mineral reserve and gold mineral resource
estimates.
Cautionary Note Regarding Forward Looking Statements
This press release contains "forward-looking statements", within
the meaning of Section 27A of the United States Securities Act of
1933, as amended, Section 21E of the United States Exchange Act of
1934, as amended, or the United States Private Securities
Litigation Reform Act of 1995 and "forward-looking information"
under the provisions of 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 anticipated benefits
of the acquisition of Kaminak to Goldcorp, the number of
Goldcorp shares to be issued, timing and anticipated receipt of
regulatory and shareholder approvals for the Arrangement, the
ability of the parties to satisfy conditions of and to complete the
Arrangement within the times specified, the development of the
Coffee project, future price of gold, silver, copper, lead and
zinc, the estimation of mineral reserves and mineral
resources, the realization of mineral reserve estimates, the timing
and amount of estimated future production, costs of production,
targeted cost reductions, capital expenditures, free cash flow,
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 words
such as "plans", "expects", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates", "believes" or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "would", "should",
"might" or "will", "occur" or "be achieved" or the negative
connotation thereof.
Forward-looking statements are necessarily based upon a number
of factors that, if untrue, could cause the actual results,
performances or achievements of Goldcorp to be materially different
from future results, performances or achievements expressed or
implied by such statements. Such statements and information are
based on numerous assumptions regarding present and future business
strategies and the environment in which Goldcorp will operate in
the future, including the price of gold and other by-product
metals, anticipated costs and ability to achieve goals. In respect
of the forward-looking statements concerning the anticipated
completion of the proposed Arrangement and the anticipated timing
for completion of the Arrangement, Goldcorp has provided them in
reliance on certain assumptions that they believe are reasonable at
this time, including assumptions as to the time required to prepare
and mail shareholder meeting materials, including the required
information circular; the ability of the parties to receive, in a
timely manner, the necessary regulatory, court, shareholder and
other third party approvals; and the ability of the parties to
satisfy, in a timely manner, the other conditions to the closing of
the Arrangement. Certain important factors that could cause actual
results, performances or achievements to differ materially from
those in the forward-looking statements include, among others, gold
and other by-product metals price volatility, discrepancies between
actual and estimated production, mineral reserves and mineral
resources and metallurgical recoveries, mining operational and
development risks, litigation risks, regulatory restrictions
(including environmental regulatory restrictions and liability),
changes in national and local government legislation, taxation,
controls or regulations and/or change in the administration of
laws, policies and practices, expropriation or nationalization of
property and political or economic developments in Canada, the United
States and other jurisdictions in which Goldcorp does or may
carry on business in the future, delays, suspension and technical
challenges associated with capital projects, higher prices for
fuel, steel, power, labour and other consumables, currency
fluctuations, the speculative nature of gold exploration, the
global economic climate, dilution, share price volatility,
competition, loss of key employees, additional funding requirements
and defective title to mineral claims or property. Although
Goldcorp believes its expectations are based upon reasonable
assumptions and has attempted to identify important factors that
could cause actual actions, events or results to differ materially
from those described in forward-looking statements, there may be
other factors that cause actions, events or results not to be as
anticipated, estimated or intended.
Forward-looking statements are subject to known and unknown
risks, uncertainties and other important 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:
the risk that the transaction may not close when planned or at all
or on the terms and conditions set forth in the Arrangement
Agreement; the failure to obtain the necessary shareholder, court,
regulatory and other third party approvals required in order to
proceed with the transaction; the benefits expected from the
Arrangement not being realized; risks related to the integration of
acquisitions; risks related to international operations including
economic and political instability in foreign jurisdictions in
which Goldcorp operates; risks related to current global financial
conditions; risks related to joint venture operations; actual
results of current exploration activities; actual results of
current reclamation activities; environmental risks; conclusions of
economic evaluations; changes in project parameters as plans
continue to be refined; future prices of gold and other by-product
metals; possible variations in ore reserves, grade or recovery
rates; failure of plant, equipment or processes to operate as
anticipated; risks related to the integration of acquisitions;
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 most
recent annual information form available on SEDAR at www.sedar.com
and on EDGAR at www.sec.gov. 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. The forward-looking
statements contained herein are made as of the date hereof and,
accordingly, are subject to change after such date. Except as
otherwise indicated by Goldcorp, these statements do not reflect
the potential impact of any non-recurring or other special items or
of any dispositions, monetizations, mergers, acquisitions, other
business combinations or other transactions that may be announced
or that may occur after the date hereof. Forward-looking statements
are provided for the purpose of providing information about
management's current expectations and plans and allowing investors
and others to get a better understanding of Goldcorp's operating
environment. Goldcorp does not intend or undertake to publicly
update any forward-looking statements that are included in this
document, whether as a result of new information, future events or
otherwise, except in accordance with applicable securities
laws.
SOURCE Goldcorp Inc.