VANCOUVER, June 27, 2017 /CNW/ - GOLDCORP INC. (TSX:
G, NYSE: GG) ("Goldcorp" or the "Company")
announced today that the Company has entered into an arrangement
agreement (the "Arrangement Agreement") with Exeter Resource
Corporation ("Exeter")
pursuant to which Goldcorp has agreed to acquire all of the common
shares of Exeter (the "Exeter Shares") not already owned by
Goldcorp or its affiliates by way of a plan of arrangement under
section 288 of the Business Corporations Act (British Columbia) (the
"Arrangement").
The Arrangement, which is subject to the approval of the holders
of Exeter Shares (the "Exeter Shareholders"), will
constitute the subsequent acquisition transaction proposed by
Goldcorp in order to acquire all of the Exeter Shares that Goldcorp
did not acquire under its offer to purchase dated April 20, 2017, as amended by a notice of
extension and variation dated May 26,
2017 and a notice of extension dated June 7, 2017 (the "Offer"). As previously
announced, Goldcorp acquired 77,428,836 Exeter Shares pursuant to
the Offer in exchange for 0.12 of a common share in Goldcorp (each
whole common share, a "Goldcorp Share") for each Exeter
Share, being the same consideration payable under the Arrangement.
As a result of the take up of the Exeter Shares deposited to the
Offer, and an additional 614,748 Exeter Shares acquired by Goldcorp
under the procedures for notices of guaranteed delivery in respect
of the Offer, Goldcorp currently owns a total of 78,043,584 Exeter
Shares, representing approximately 83.2% of the issued and
outstanding Exeter Shares.
A special meeting (the "Meeting") of Exeter Shareholders
has been called for 9:00 a.m. on
July 31, 2017 to consider, and if
thought advisable, pass a special resolution in relation to
the Arrangement. Goldcorp intends to vote all of the Exeter Shares
held by it in favour of the Arrangement resolution. Under
applicable securities laws, all votes cast by Goldcorp, other than
2,968,050 Exeter Shares tendered by certain former officers and
directors of Exeter (the
"Excluded Shares"), are entitled to be included as votes in
respect of the Arrangement resolution at the Meeting.
The completion of the Arrangement is subject to the satisfaction
of certain customary conditions, including receipt of all necessary
court and stock exchange approvals. As Goldcorp intends to vote the
Exeter Shares held by it in favour of the Arrangement resolution,
and, under applicable securities laws, all such votes, other than
votes attributable to the Excluded Shares are entitled to be
counted in respect to the Arrangement resolution at the Meeting,
assuming all of the terms and conditions of the Arrangement are
satisfied, the closing of the Arrangement is expected to take place
on or about August 2, 2017 (the
"Effective Date"). It is anticipated that any securities to
be issued under the Arrangement will be offered and issued in
reliance upon the exemption from the registration requirements of
the United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), provided by Section 3(a)(10) of the U.S.
Securities Act and pursuant to applicable exemptions under state
securities laws. This press release does not constitute an offer to
sell or the solicitation of an offer to buy any securities.
Exeter will send to its
shareholders and file with Canadian securities regulatory
authorities and furnish to the Securities and Exchange Commission
(the "SEC") a proxy circular relating to the Arrangement
(the "Proxy Circular"). This news release is not a
substitute for the Proxy Circular or any other documents filed with
the SEC by Exeter or Goldcorp.
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 ARRANGEMENT. Materials
filed with the Canadian securities regulatory authorities are
available electronically on SEDAR at www.sedar.com. 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 Corporate Secretary of Goldcorp at 3400-666
Burrard Street, Vancouver, B.C.
Canada V6C 2X8 (604) 696-3000.
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. For further information about Goldcorp, please
visit their website at www.goldcorp.com.
About Exeter:
Exeter is a Canadian mineral
exploration company focused on the exploration and development of
the Caspiche project in Chile.
Caspiche is well located in Chile's Maricunga district, which has good
infrastructure and is in close proximity to other large scale
mining operations and projects in development.
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 payment, the ability of Goldcorp to complete the
Arrangement, 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 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.
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 Arrangement may not close when planned or at all
or on the terms and conditions set forth in the Arrangement
Agreement; 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, 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.