TSX: G
NYSE: GG
VANCOUVER, Jan. 19, 2015 /PRNewswire/ - GOLDCORP INC.
(TSX: G, NYSE: GG) and Probe Mines Limited ("Probe") (TSX-V:
PRB) today announced an agreement whereby Goldcorp will acquire,
through a friendly plan of arrangement (the "Arrangement"), all the
outstanding shares of Probe. The total consideration for the
purchase is approximately C$526
million.
Under the Arrangement, each common share of Probe not owned by
Goldcorp will be exchanged for 0.1755 common shares of Goldcorp.
Goldcorp currently owns 8.4 million shares of Probe representing
9.3% of the basic shares outstanding. Based on
the closing price of Goldcorp's common shares on the TSX on
January 16, 2015, the transaction
values each Probe share at C$5.00.
The consideration received by Probe shareholders represents a 49%
premium to the closing price of Probe on January 16, 2015. The number of Goldcorp shares
to be issued will be approximately 17 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 late March, 2015.
In addition to the Goldcorp shares, shareholders of Probe will
receive an interest in a new exploration company ("New Probe")
containing Probe's mineral properties in the Ring of Fire in
Northern Ontario, as well as
C$15 million in cash and certain
other assets currently owned by Probe. Goldcorp will own
approximately 9.3% of New Probe following completion of the
transaction and looks forward to supporting New Probe in the
execution of its business plan.
Probe's principal asset is the 100%-owned Borden Gold project
located near Chapleau in
Ontario, approximately 160
kilometers west of Goldcorp's Porcupine mine. Comprising 70
kilometers of contiguous claims in a core district for Goldcorp,
the highly-prospective Borden Gold project currently has
reported underground constrained indicated resources of 1.6
million ounces of gold (9.3Mt @ 5.39g/t) and inferred resources of
0.4 million ounces of gold (3Mt @ 4.37g/t) at a 2.5g/t gold cut-off
grade. The deposit remains open along strike and at depth.
"This transaction is consistent with Goldcorp's longstanding
strategy of securing growth opportunities in and around our
existing districts with a focus on low-cost, high-quality gold
production," said Chuck Jeannes,
Goldcorp's President and CEO. "Borden is a high-quality deposit that is
mineable through conventional underground mining methods. Goldcorp
is uniquely suited to add Borden
to its asset portfolio due to its proximity to our Porcupine
operation, which includes the large milling facility at the Dome
complex. Transporting ore to Porcupine would significantly
reduce capital costs and permitting requirements compared to a
stand-alone development while delivering higher-grade gold
production to Porcupine within a relatively short development
period. In combination with the recently-announced sale of
the Wharf mine, this strategic acquisition is the latest example of
our commitment to upgrading the quality of Goldcorp's overall asset
portfolio."
The Arrangement has been approved by the boards of directors of
Goldcorp and Probe and will be subject, among other things, to the
favourable vote of 66 2/3% of the Probe common shares voted at a
special meeting of shareholders called to approve the
transaction. Officers, directors and certain shareholders of
Probe representing approximately 4.6% of Probe's outstanding shares
have entered into lock-up and 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 Probe Board of Directors that the consideration offered is
fair, from a financial point of view, to Probe's
shareholders.
In the event that the transaction is not completed, Probe has
agreed to pay Goldcorp a termination fee equal to C$18.4 million, under certain
circumstances. Probe has also provided Goldcorp with certain
other customary rights, including a right to match competing
offers.
Advisors and Counsel
Goldcorp's financial advisor is GMP Securities L.P.; its legal
advisors are Cassels Brock &
Blackwell LLP in Canada.
Probe shareholders and other interested parties are advised to
read the materials relating to the proposed transaction that will
be filed by Probe 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 one of the world's fastest growing gold
producers. Its low-cost gold production is located in safe
jurisdictions in the Americas and remains 100% unhedged.
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 Inc. ("Goldcorp"). Forward-looking statements
include, but are not limited to, statements with respect to the
anticipated benefits of the acquisition of Probe to Goldcorp, the
timing and anticipated receipt of regulatory and shareholder
approvals for the Arrangement, the ability of the parties to
satisfy the conditions of and to complete the Arrangement, the
development of the Borden project,
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", "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", "might" or "will be taken", "occur" or "be
achieved" or the negative connotation thereof.
Forward-looking statements are made based upon certain
assumptions and other important 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, 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, unforeseen delays in preparing meeting materials,
inability to secure necessary shareholder, regulatory, court or
other third party approvals in the time assumed or the need for
additional time to satisfy the other conditions to the completion
of the Arrangement, gold price volatility, discrepancies between
actual and estimated production, mineral reserves and resources and
metallurgical recoveries, mining operational and development risks,
litigation risks, regulatory restrictions (including environmental
regulatory restrictions and liability), activities by governmental
authorities (including changes in taxation), 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 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; environmental risks;
future prices of gold, silver, copper, lead and zinc; possible
variations in ore reserves, grade or recovery rates; mine
development and operating risks; accidents, labour disputes and
other risks of the mining industry; delays in obtaining
governmental approvals or financing or in the completion of
development or construction activities; risks related to
indebtedness and the service of such indebtedness, 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,
2013 available at www.sedar.com. 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. Forward-looking statements 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 our operating environment. Goldcorp does
not undertake to update any forward-looking statements that are
included in this document, except in accordance with applicable
securities laws.
SOURCE Goldcorp Inc.