VANCOUVER, B.C., March 28, 2017 (GLOBE NEWSWIRE) -- Exeter Resource Corporation (NYSE-MKT:XRA) (TSX:XRC) (Frankfurt:EXB) (“Exeter” or the “Company”) is pleased to announce that it has entered into a definitive agreement (the "Agreement") with Goldcorp Inc. (NYSE:GG) (TSX:G) ("Goldcorp"), whereby Goldcorp will acquire all of the outstanding shares of Exeter under a plan of arrangement for consideration of 0.12 of a Goldcorp share for each Exeter share, which represents a value equivalent to C$2.58 per Exeter share, based on the closing price of Goldcorp shares on the TSX on March 27, 2017, and total consideration of C$247 million.
This represents a premium of 67% on the Exeter shares based on the closing prices of both companies common shares on the TSX on March 27, 2017 and a 60% premium based on Goldcorp’s and Exeter’s 20‐day TSX volume weighted average trading price ending on March 27, 2017.
Exeter's Board of Directors has unanimously approved the transaction and recommends that Exeter shareholders vote in favour of the arrangement. All of the directors and officers of Exeter, who own or control approximately 8.4% of Exeter's issued and outstanding shares, have entered into support agreements with Goldcorp pursuant to which they have agreed, among other things, to support the transaction and vote their Exeter shares in favour of the arrangement.
Scotiabank and Paradigm Capital Inc., have provided opinions to the Exeter Board of Directors and the special committee of independent directors of Exeter, respectively, that as of the date of such opinions and subject to the assumptions, limitations, and qualifications stated in such opinions, the consideration to be received by the Exeter shareholders under the transaction is fair, from a financial point of view, to the Exeter shareholders (other than Goldcorp and its affiliates).
Benefits to Exeter Shareholders
- Secures immediate value appreciation for Exeter shareholders, eliminating the burden of future dilution as would be necessary to move the Caspiche project forward.
- Based on March 27, 2017 closing prices, the 0.12 of a Goldcorp share offered for each Exeter share represents
- Total consideration of approximately C$247 million, or C$2.58 per share.
- Premium of 67% to Exeter's closing share price on March 27, 2017.
- Premium of 60% to the volume weighted average trading price of Exeter shares on the TSX for the 20-day period ending on March 27, 2017.
- Goldcorp is the world's fourth largest gold producer, with high-quality, low-cost production and an investment grade balance sheet.
- Conversion of Exeter shares to Goldcorp shares provides exposure to Goldcorp's portfolio of diversified, world-class assets in low political risk jurisdictions.
- Goldcorp with its joint venture partner in the Maricunga Gold Belt, Barrick Gold Corporation (TSX:ABX) (NYSE:ABX) have the technical and financial capability to advance the Caspiche project to production at a scale commensurate with the size of the available resources.
Co-Chairman of Exeter, Yale Simpson stated, “Since the discovery of Caspiche in 2007, our team successfully delineated and technically advanced one of the largest gold – copper deposits in the Americas. While advancing the near surface 1.7 million ounce gold oxide open pit is a sensible starter option for Exeter, the enormous scope of the Caspiche gold-copper sulphide project requires both the capital and technical expertise of a major mining company to unlock its true value. Goldcorp, a leading gold producer with a strong track record of responsible mining is both capable and motivated to develop a mine at Caspiche. Exeter shareholders receive an immediate, attractive premium in this transaction. Through the Goldcorp shares received they retain their exposure to the Caspiche project, but without the adherent financial risk that would challenge Exeter.”
Closing of the transaction is subject to various conditions, which are standard for a transaction of this nature, including receipt of Exeter shareholder, court and regulatory approval. Full details of the transaction will be set out in Exeter's information circular that it will prepare in respect of the meeting of shareholders to approve the transaction, to be held on or before May 31, 2017. Exeter intends to mail the information circular by mid-April, 2017. The transaction is expected to close no later than June 30, 2017.
Pursuant to the arrangement, Exeter is subject to customary non-solicitation covenants. In the event a superior proposal is made to Exeter, Goldcorp has the right to match such proposal. Under certain circumstances where the transaction is not completed, Exeter has agreed to pay a termination fee of C$8.65 million to Goldcorp.
Exeter has engaged Scotiabank as its financial advisor and Gowling WLG (Canada) LLP in Canada, Dorsey & Whitney LLP in the United States, and Bofill Mir & Álvarez Jana in Chile as its legal advisors in connection with the transaction.
Copies of the Agreement, support agreements, management information circular, when available, and certain related documents will be filed with securities regulators and will be available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
None of the securities to be issued pursuant to the Arrangement Agreement have been, or will be registered under the United State Securities Act of 1933, as amended (the “U.S. Securities Act”), or any applicable securities law of any state of the United States and may not be offered or sold in the United States or to, or for the account or benefit of a U.S. person, absent such registration or an exemption therefrom. It is anticipated that any securities to be issued under the Arrangement will be offered and issued in reliance upon the exemption from such registration requirements 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. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.
About Exeter Resource Corporation:
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.
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.
