Canplats Resources Corporation

Canplats Resources Corporation

December 29, 2009 20:31 ET

Canplats Board Determines That Goldcorp Amending Offer Matches Revised Penmont Proposal

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 29, 2009) - Canplats Resources Corporation (TSX VENTURE:CPQ) ("Canplats" or the "Company") announces that it has received an offer from Goldcorp Inc. ("Goldcorp") to match the revised proposal from Minera Penmont, S. de R.L. de C.V. ("Penmont") for the acquisition by Penmont of all of the outstanding common shares of Canplats which was announced on December 27, 2009. The Board of Directors of Canplats (the "Canplats Board") has determined, after receiving a recommendation to such effect from its Special Committee and the advice of the financial and legal advisors to the Company, that the acceptance by the Company of Goldcorp's offer to amend the terms of the business combination agreement between Canplats and Goldcorp originally announced on November 16, 2009, as amended to reflect Goldcorp's matching of the first proposal from Penmont (the "Goldcorp Agreement"), would result in the revised Penmont proposal not being a "superior proposal" for the purposes of the Goldcorp Agreement. Accordingly, Canplats has entered into an amended agreement with Goldcorp reflecting such terms.

Under the amended transaction with Goldcorp, Canplats shareholders would receive, for each Canplats common share, C$4.60 in cash and shares of a new exploration company with a notional value of C$0.20. The new exploration company would hold C$10 million in cash and Canplats' Rodeo, El Rincon, Mecatona, Maijoma and El Alamo Properties. The terms of the amended transaction with Goldcorp are substantially the same as those under the revised Penmont proposal. The amended agreement with Goldcorp includes a break fee, payable to Goldcorp in certain circumstances, of C$10.2 million, which is the same as the break fee under the revised Penmont proposal.

The Canplats Board has reaffirmed its recommendation that securityholders of the Company vote in favour of approving the plan of arrangement contemplated by the amended transaction with Goldcorp.

Under the terms of its amended agreement with Goldcorp, Canplats is required to apply to the British Columbia Supreme Court for an amendment to the interim order to adjourn the meeting of Canplats securityholders called to consider the transaction with Goldcorp currently scheduled for January 14, 2010.

Canplats will issue further news releases providing additional information as developments warrant, including information with respect to the date of the adjourned meeting of securityholders of Canplats to consider the amended transaction with Goldcorp.

To receive Canplats' news releases, contact Blaine Monaghan, Director, Investor Relations, at or (866) 338-0047.

Cautionary Note Regarding Forward-Looking Statements

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.

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.

Contact Information

  • Canplats Resources Corporation
    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
    Blaine Monaghan
    Director, Investor Relations
    Direct: (604) 629-8294 or Toll-Free: (866) 338-0047
    G2 Consultants Corporation
    (604) 742-9990 or NA Toll-Free: (866) 742-9990
    (604) 742-9991 (FAX)