VANCOUVER, June 7, 2017 /CNW/ - GOLDCORP INC. (TSX: G,
NYSE: GG) ("Goldcorp" or the "Offeror") today announced that
the offer (the "Offer") to acquire all of the issued
and outstanding common shares ("Exeter Shares") of Exeter
Resource Corporation ("Exeter") has been accepted by holders of
74,992,886 Exeter Shares representing approximately 80.5% of the
total number of Exeter Shares outstanding. As such, each of the
conditions to the Offer (including the minimum tender condition
under applicable Canadian securities laws) has been satisfied or
waived.
CST Trust Company (the "Depositary") has reported that as
at 5:00 p.m. (Toronto time) on June
7, 2017, the expiry of the deposit period of the Offer, a
total of 74,992,886 Exeter Shares were validly deposited under the
Offer and not withdrawn, which represents 80.5% of the total number
of Exeter Shares outstanding, excluding those beneficially owned,
or over which control or direction is exercised, by the Offeror and
its affiliates and associates and any person acting jointly or in
concert with the Offeror. The Offeror has taken up and accepted for
payment all such deposited Exeter Shares and will pay for such
shares as soon as possible and in any event no later than three
business days after take-up. If Exeter Shares were tendered through
brokers or financial intermediaries, holders of such Exeter Shares
will receive payment for their shares through their broker or
financial intermediary.
The period during which Exeter Shares may be deposited under the
Offer is being extended for the mandatory extension period of ten
days until 5:00 p.m. (Toronto time) on June
20, 2017, unless further extended, to allow Exeter shareholders
("Shareholders") who have not yet tendered their Exeter
Shares to the Offer an opportunity to do so. 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.
Notice has been provided to the Depositary and a Notice of
Extension has been filed regarding the mandatory extension to
5:00 p.m. (Toronto time) on June
20, 2017, unless the Offer is further extended, with
Canadian and U.S. securities regulatory authorities and will be
mailed in accordance with applicable law. Shareholders who have
previously validly deposited their Exeter Shares do not need to
take any further action to accept the Offer. The Offeror will
immediately take up and promptly pay for the Exeter Shares
deposited under the Offer during the mandatory extension
period.
Immediately prior to this take up and payment, the Offeror did
not own any Exeter Shares. Following the take up and payment, the
Offeror will own and control 74,992,886 Exeter Shares representing,
on a non-diluted basis, approximately 80.5% of the issued and
outstanding Exeter Shares. As described in the offer to purchase
and circular (as amended), the Offeror intends to replace the
current Exeter board of directors
and carry out a compulsory acquisition or subsequent acquisition
transaction to acquire any Exeter Shares that are not validly
deposited under the Offer or any extensions thereof. Shareholders
who have not deposited or do not deposit their Exeter Shares
pursuant to the Offer prior to such time will continue to hold
their Exeter Shares.
The full details of the Offer are set out in the offer to
purchase and take-over bid circular, the Notice of Extension 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,
and an amendment to its tender offer statement on Schedule TO, as
amended. Exeter has filed with the
SEC a Schedule 14D-9 related to the Offer and Exeter's directors' circular dated
April 20, 2017, and amended
May 26, 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. This extension
constitutes a "subsequent offering period" under U.S. securities
laws. A subsequent offering period does not constitute an
extension of the Offer for purposes of U.S. securities laws.
Any Exeter Shares tendered during this subsequent offering period
will be immediately taken up and be promptly paid.
An early warning report will be filed on SEDAR at www.sedar.com
under Exeter's profile. In order
to obtain a copy of the early warning report, please contact
Randall Chatwin, Assistant General
Counsel at Goldcorp, at telephone number: 604-696-3000
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:
|
North American Toll
Free:
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1-800-387-0825
|
Outside North
America, Banks and Brokers Call Collect:
|
416-682-3860
|
Email:
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inquiries@canstockta.com
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Kingsdale
Advisors:
|
North American Toll
Free:
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1-866-851-2743
|
Outside North
America, Banks and Brokers Call Collect:
|
416-867-2271
|
Email:
|
contactus@kingsdaleadvisors.com
|
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 take-up and payment, the ability of Goldcorp to
complete any compulsory acquisition or subsequent acquisition
transaction, 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 or any compulsory acquisition or
subsequent acquisition transaction may not close when planned or at
all or on the terms and conditions set forth in the Offer to
Purchase; 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.