VANCOUVER, May 26, 2017 /PRNewswire/ - GOLDCORP INC.
(TSX: G, NYSE: GG) Goldcorp Inc. ("Goldcorp" or the
"Offeror") announces that it has extended the expiry time
(the "Expiry Time") of its offer (the "Offer") to
acquire all of the issued and outstanding common shares (the
"Exeter Shares") of Exeter Resource Corporation
("Exeter") to 5:00 p.m. (Toronto time) on June
7, 2017 and waived the Offer's minimum tender condition of
not less than 66 2/3% of the outstanding Exeter Shares.
Goldcorp has determined to waive the minimum tender condition,
as set out in Section 4 – Conditions of the Offer of the
Offeror's offer to purchase and circular dated April 20, 2017 to acquire all of the outstanding
Exeter Shares. The minimum tender condition has now been reduced to
the legal minimum requirement under National Instrument 62-104 –
Takeover Bids and Issuer Bids, which requires that Exeter
Shares constituting more than 50% of the outstanding Exeter Shares
be tendered to the Offer and not withdrawn (excluding any Exeter
Shares beneficially owned or over which control or direction is
exercised by the Offeror or any person acting jointly or in concert
with the Offeror).
Notice has been provided to the depositary and a Notice of
Extension and Variation has been filed with Canadian and U.S.
securities regulatory authorities and will be mailed in accordance
with applicable laws. All of the other terms and conditions of the
Offer remain unchanged.
If all the conditions of the Offer are satisfied or waived,
holders of Exeter Shares that accept the Offer will receive 0.12 of
a Goldcorp common share in exchange for each Exeter Share acquired
by Goldcorp. Goldcorp remains fully committed to the Offer and to
the Exeter shareholders
("Shareholders") who have already tendered their Exeter
Shares to the Offer. Goldcorp encourages all Shareholders who have
not yet tendered their Exeter Shares to the Offer to do so as soon
as possible. Exeter's board of
directors continues to unanimously support the Offer as amended and
unanimously recommends that Shareholders tender their Exeter Shares
to the Offer.
Key Reasons to Tender:
- 67% premium over the last trading price of the Exeter
Shares the day before the announcement of the Offer
- Unanimous Exeter Board
Recommendation
- Greater Liquidity and Ownership in an Industry
Leader
- Financial Capacity to Secure the Future of the Caspiche
Project
- Eliminates Single Asset, Country Operating and Financial
Risks
The full details of the Offer are set out in the take-over bid
circular, the Notice of Extension and Variation and accompanying
offer documents (collectively, the "Offer Documents"), which
are available on SEDAR at www.sedar.com under Exeter's profile. Goldcorp also concurrently
filed with the Securities and Exchange Commission (the
"SEC") an amendment to its registration statement on Form
F-10 (the "Registration Statement"), which contains a
prospectus relating to the Offer (the "Prospectus"), and an
amendment to its tender offer statement on Schedule TO, as amended
(the "Schedule TO"). Exeter
has filed with the SEC a Schedule 14D-9 related to the Offer and
Exeter's directors' circular dated
April 20, 2017. Materials filed with
the SEC are available electronically without charge at the SEC's
website at www.sec.gov. Documents may also be obtained free
of charge from the Offeror by contacting the Information Agent,
Kingsdale Advisors at 1-866-851-2743. EXETER SHAREHOLDERS AND OTHER INTERESTED
PARTIES ARE URGED TO READ THESE DOCUMENTS, ALL DOCUMENTS
INCORPORATED BY REFERENCE, ALL OTHER APPLICABLE DOCUMENTS AND ANY
AMENDMENTS OR SUPPLEMENTS TO ANY SUCH DOCUMENTS BECAUSE EACH WILL
CONTAIN IMPORTANT INFORMATION ABOUT GOLDCORP, EXETER AND THE OFFER. As of 5:00 p.m. (Toronto time) on May
26, 2017, approximately 56,286,873 Exeter Shares
representing 60.70% of the issued and outstanding shares had been
deposited to the Offer and not withdrawn.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities of Goldcorp or
Exeter. The securities registered
pursuant to the Registration Statement are not offered in any
jurisdiction in which such offer is not permitted.
Any questions relating to depositing Exeter Shares can be
directed to:
CST Trust
Company:
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North American Toll
Free:
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1-800-387-0825
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Outside North
America, Banks and Brokers Call Collect:
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416-682-3860
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Email:
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inquiries@canstockta.com
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Kingsdale
Advisors:
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North American Toll
Free:
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1-866-851-2743
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Outside North
America, Banks and Brokers Call Collect:
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416-867-2271
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Email:
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contactus@kingsdaleadvisors.com
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TD Securities
Inc.
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Telephone:
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604-654-3332
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Facsimile:
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604-654-3671
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About Goldcorp
Goldcorp is a senior gold producer focused on responsible mining
practices with safe, low-cost production from a high-quality
portfolio of mines.
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, the United States Private Securities
Litigation Reform Act of 1995, or in releases made by the United
States Securities and Exchange Commission, all as may be amended
from time to time, 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 Exeter to
Goldcorp, the number of Goldcorp shares to be issued, timing
and anticipated receipt of regulatory and shareholder approvals for
the Offer, the ability of the parties to satisfy conditions of and
to complete the Offer within the times specified, the development
of the Caspiche project, the future price of gold, silver, copper,
lead and zinc, the estimation of Mineral Reserves (as defined
below) and Mineral Resources (as defined below), 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 forward-looking terminology such as
"plans", "expects" , "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" , "believes", or
variations or comparable language of such words and phrases or
statements that certain actions, events or results "may", "could",
"would", "should", "might" or "will be taken", "occur" or "be
achieved" or the negative connotation thereof.
Forward-looking statements are necessarily based upon a number
of factors and assumptions 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 Offer and the anticipated timing for completion of the
Offer, Goldcorp has provided them in reliance on certain
assumptions that they believe are reasonable at this time. 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 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 the Company 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 Offer Documents;
the benefits expected from the Offer 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, silver, copper, lead and zinc; possible variations
in ore reserves, grade or recovery rates; failure of plant,
equipment or processes to operate as anticipated; mine development
and operating risks; accidents, labour disputes and other risks of
the mining industry; risks associated with restructuring and
cost-efficiency initiatives; delays in obtaining governmental
approvals or financing or in the completion of development or
construction activities; risks related to the integration of
acquisitions; 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
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. 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 disposition,
monetization, merger, acquisition, other business combination or
other transaction 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.