Canplats Resources Corporation (TSX VENTURE: CPQ) today announced
an agreement whereby Goldcorp Inc. (TSX: G)(NYSE: GG) will acquire,
through a plan of arrangement (the "Arrangement"), all of the
outstanding common shares (the "Shares") of Canplats for total
consideration of approximately C$238 million based on the fully
diluted in-the-money Shares outstanding.
Under the Arrangement, each Share, including shares issued under
the Arrangement on the acquisition by Goldcorp of the outstanding
Canplats' options and warrants for their in-the-money value, will
be exchanged for 0.074 of a common share of Goldcorp (the "Exchange
Ratio") implying a price of approximately C$3.42 per Share based on
the closing price of the Goldcorp shares on November 13, 2009.
Shareholders will also receive a 90.1% interest in a new
exploration company ("Newco") with a notional value of C$0.18 per
Share, representing a combined value of approximately C$3.60 per
Share to Canplats' shareholders. This represents a premium of
approximately 41% over the closing price of the Shares on Friday,
November 13, 2009.
Upon closing, Goldcorp will assume ownership of Canplats' Camino
Rojo Project, located approximately 50 kilometres southeast of
Goldcorp's Penasquito mine. Camino Rojo's 3,389-square kilometre
land position includes the Represa deposit, which has reported
measured and indicated resources of 3,445,000 gold ounces and
60,708,000 silver ounces with inferred resources of 555,000 ounces
of gold and 7,612,000 ounces of silver (see Table 1 to follow).
As part of the Arrangement, a new exploration company will be
created and 90.1% of its shares will be distributed to Canplats'
shareholders. Newco will hold cash in the amount of C$10 million
and Canplats' existing interests in a number of precious and base
metal projects located in Mexico, being the Rodeo and El Rincon
properties, located in Durango, and the Mecatona, Maijoma and El
Alamo properties, located in Chihuahua, through a
newly-incorporated, wholly-owned Mexican subsidiary. All of the
shares of Newco (other than a 9.9% equity interest to be retained
by Goldcorp) will be distributed to Canplats' shareholders pursuant
to the Arrangement.
"We are extremely pleased to have reached an agreement with one
of the world's largest and most respected gold producers," said
Gordon Davis, Canplats' CEO and Chairman. "The agreement provides
our shareholders with immediate value and the prospect for future
gains through a newly-incorporated company that will have C$10
million in the treasury, an exciting portfolio of precious and base
metal projects in Mexico, and a significant and strategic
shareholder, Goldcorp."
The acquisition of Canplats by Goldcorp is expected to be
completed by way of a court approved plan of arrangement whereby
each Share will be exchanged for 0.074 of a common share of
Goldcorp and a fraction of a share of Newco. The number of Goldcorp
shares to be issued will be approximately 4.3 million based on the
issued and outstanding Shares as of the announcement date, but will
be subject to adjustment depending on the aggregate in-the-money
value of the Canplats' options and warrants at the time that the
Arrangement is completed. The transaction is expected to close in
January 2010. Closing of the transaction is subject to customary
conditions, including approval by Canplats' security holders and
the receipt of court and necessary regulatory approvals.
The Arrangement has been approved by the boards of directors of
Goldcorp and Canplats and will be subject to, among other things,
the favourable vote of 66 2/3% of the holders of Canplats' common
shares, options and warrants voting as a single class at a special
meeting of Canplats' security holders called to approve the
transaction. Officers and directors of Canplats have entered into
lock-up and support arrangements with Goldcorp under which they
have agreed to vote in favour of the transaction, such shares,
options and warrants, representing approximately 6.6% of Canplats'
outstanding shares, options and warrants. Genuity Capital Markets,
Canplats' financial advisor, and Salman Partners, the financial
advisor to the special committee of the board of directors of
Canplats (the "Special Committee"), have provided oral opinions to
Canplats' board of directors and the Special Committee,
respectively, that the consideration under the Arrangement is fair,
from a financial point of view, to Canplats' shareholders.
In the event that the transaction is not completed, Canplats has
agreed to pay Goldcorp a termination fee of C$7.2 million, under
certain circumstances. Canplats has also provided Goldcorp with
certain other customary rights, including a right to match
competing offers.
Canplats' financial advisor is Genuity Capital Markets; its
legal advisors are Lawson Lundell LLP in Canada and Skadden, Arps,
Slate, Meagher & Flom LLP in the United States. The Special
Committee's financial advisor is Salman Partners; its legal advisor
is Blake, Cassels & Graydon LLP. Goldcorp's financial advisor
is GMP Securities L.P.; its legal advisors are Cassels Brock &
Blackwell LLP in Canada and Neal, Gerber & Eisenberg LLP in the
United States.
Canplats' security holders and other interested parties are
advised to read the materials relating to the proposed transaction
that will be filed with or furnished to securities regulatory
authorities in Canada and the United States when they become
available because they will contain important information. Anyone
may obtain copies of these documents when available free of charge
under Canplats' profile on the System for Electronic Document
Analysis and Retrieval 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.
Table 1: Represa Deposit Mineral Resource Summary (i)(ii)
------------------------------------------------------------------------
Size Grade
----------------------------------- Gold Silver
Tonnes Gold Silver Zinc Lead Ounces Ounces
Category (Millions) (g/t) (g/t) (%) (%) (000's) (000's)
------------------------------------------------------------------------
Measured 9.58 0.76 13.40 0.34 0.29 235 4,126
------------------------------------------------------------------------
Indicated 153.81 0.65 11.44 0.37 0.18 3,210 56,582
------------------------------------------------------------------------
Total M&I 163.39 0.66 11.56 0.37 0.19 3,445 60,708
------------------------------------------------------------------------
Inferred 31.03 0.56 7.63 0.31 0.10 555 7,612
------------------------------------------------------------------------
(i) Based upon a cut-off grade of 0.2 grams gold per tonne for oxide
and transitional resources, with a cut-off grade of 0.3 grams gold
per tonne for sulphide resources.
(ii) Resources estimated by Mr. Douglas Blanchflower, P.Geo., of
Minorex Consulting, an independent qualified person under NI 43-101,
in a technical report dated January 5, 2009 and entitled "Technical
Report on the Mineral Resources of the Camino Rojo Property."
To receive Canplats' news releases by e-mail, contact Blaine
Monaghan, Director, Investor Relations, at info@canplats.com or
(866) 338-0047.
Statements contained in this news release that are not
historical fact, such as statements regarding the economic
prospects of the company's projects, future plans or future
revenues, timing of development or potential expansion or
improvements, are forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995 and
forward-looking information under the provisions of Canadian
securities laws (collectively, "forward-looking statements"). Such
forward-looking statements are subject to risks and uncertainties
which could cause actual results to differ materially from
estimated results. Such risks and uncertainties include, but are
not limited to, the company's ability to raise sufficient capital
to fund development, changes in economic conditions or financial
markets, changes in prices for the company's mineral products or
increases in input costs, litigation, legislative, environmental
and other judicial, regulatory, political and competitive
developments in Mexico, technological and operational difficulties
or inability to obtain permits encountered in connection with
exploration and development activities, labour relations matters,
and changing foreign exchange rates, all of which are described
more fully in the company's filings with the Securities and
Exchange Commission and on SEDAR. The Company undertakes no
obligation to publicly update or otherwise revise any
forward-looking statements, whether as a result of new information,
future events or other factors, except as required by law. Readers
are cautioned not to place undue reliance on forward-looking
statements.
Cautionary note to U.S. investors: The terms "measured mineral
resource", "indicated mineral resource", and "inferred mineral
resource" used in this news release are Canadian geological and
mining terms as defined in accordance with National Instrument
43-101, Standards of Disclosure for Mineral Projects ("NI 43-101")
under the guidelines set out in the Canadian Institute of Mining,
Metallurgy and Petroleum (the "CIM") Standards on Mineral Resources
and Mineral Reserves. We advise U.S. investors that while such
terms are recognized and permitted under Canadian regulations, the
SEC does not recognize them. U.S. investors are cautioned not to
assume that any part or all of the mineral deposits in the measured
and indicated categories will ever be converted into reserves.
"Inferred mineral resources" in particular have a great amount of
uncertainty as to their economic feasibility. It cannot be assumed
that all or any part of an inferred mineral resource will ever be
upgraded to a higher category. Under Canadian rules estimates of
inferred mineral resources may not generally form the basis of
feasibility or other economic studies. U.S. investors are cautioned
not to assume that any part or all of an inferred mineral resource
exists, or is economically or legally mineable. Disclosure of
contained metal expressed in ounces is in compliance with NI
43-101, but does not meet the requirements of Industry Guide 7 of
the SEC, which will only accept the disclosure of tonnage and grade
estimates for non-reserve mineralization.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Canplats Resources Corporation - Corporate Information
R.E. Gordon Davis Chairman and C.E.O. Direct: (604) 629-8292
Canplats Resources Corporation Bruce A. Youngman President and
C.O.O. Direct: (604) 629-8293 Canplats Resources Corporation -
Investor Inquiries Blaine Monaghan Director, Investor Relations
Direct: (604) 629-8294 or Toll-Free: (866) 338-0047
info@canplats.com www.canplats.com G2 Consultants Corporation NA
Toll-Free: (866) 742-9990 or (604) 742-9990 (604) 742-9991 (FAX)
canplats@g2consultants.com
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