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CPQ Canplats Resources Corp Com Npv

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0.00 (0.00%)
Share Name Share Symbol Market Type
Canplats Resources Corp Com Npv TSXV:CPQ TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Goldcorp to Acquire Canplats

16/11/2009 12:33pm

Marketwired Canada


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.


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