Canplats Resources Corporation
TSX VENTURE : CPQ

Canplats Resources Corporation

December 27, 2009 23:52 ET

Canplats Board Determines That New Offer From Penmont Is a Superior Proposal

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 27, 2009) - Canplats Resources Corporation (TSX VENTURE:CPQ) ("Canplats" or the "Company") announces that it has received a revised binding 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 by way of a plan of arrangement ("Revised Penmont Proposal") which is financially superior to the terms of the amended transaction with Goldcorp Inc. ("Goldcorp") announced on December 24, 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 proposed agreement with Penmont under the Revised Penmont Proposal is a "superior proposal" for the purposes of the Company's existing business combination agreement with Goldcorp (the "Goldcorp Agreement") and has provided notice of such determination to Goldcorp. The consideration that would be received by Canplats shareholders if the Revised Penmont Proposal was implemented represents a premium of 100% to the 20-day volume weighted average trading price of the Canplats common shares on the TSX Venture Exchange prior to the announcement by Canplats on November 16, 2009 that it entered into the Goldcorp Agreement and a premium of 9% to the value of the amended Goldcorp offer announced on December 24, 2009.

Under the revised transaction proposed by Penmont, Canplats shareholders would receive, for each Canplats common share, C$4.60 in cash (instead of $4.20 in cash, as under Penmont's original proposal announced on December 22, 2009, as matched by Goldcorp) and shares of a new exploration company with a notional value of C$0.20 for total consideration of C$4.80 per Canplats share. The other terms of the Revised Penmont Proposal are as described in the Company's news release dated December 22, 2009, except that the proposed agreement with Penmont under such proposal includes an increased break fee, payable to Penmont in certain circumstances, of C$10.2 million, which is the same percentage of the value of the Revised Penmont Proposal as the break fee payable to Goldcorp under the amended transaction with Goldcorp.

Under the terms of the Goldcorp Agreement, Goldcorp has a period of five business days expiring on Tuesday, January 5, 2010 (the "Response Period") to offer to amend the terms of that agreement.

If, within the Response Period, Goldcorp offers to amend the Goldcorp Agreement such that the Canplats Board determines that the revised proposed agreement with Penmont is no longer a superior proposal, Canplats will be required to amend to the Goldcorp Agreement and implement the amended agreement. In that circumstance, no agreement will be entered into between Canplats and Penmont with respect to the revised transaction proposed by Penmont.

If, within the Response Period, Goldcorp does not offer to amend the Goldcorp Agreement, or if the proposed Penmont transaction continues to be superior to an amended transaction proposed by Goldcorp, Canplats intends to pay Goldcorp the agreed termination payment of C$9.3 million, terminate the Goldcorp Agreement and enter into an agreement with Penmont to complete a transaction on the revised terms proposed by it. In that event, the directors and officers of Canplats will enter into lock-up agreements with respect to the transaction with Penmont on substantially the same terms as the agreements entered into with Goldcorp pursuant to which, among other things, they will agree to vote their Canplats common shares, options and warrants in favour of the revised Penmont transaction at a meeting of securityholders of Canplats to be called to consider such transaction.

Canplats will issue further news releases providing additional information as developments warrant, including information with respect to any changes to the meeting of securityholders of Canplats currently scheduled for January 14, 2010.

Penmont, a company jointly owned by Fresnillo PLC ("Fresnillo") and Newmont USA Limited, a subsidiary of Newmont Mining Corporation ("Newmont"), owns the operating La Herradura mine and the nearly complete Soledad & Dipolos projects, both located in Sonora, Mexico. Fresnillo, the world's largest primary silver producer and Mexico's second largest gold producer, is listed on the London Stock Exchange under the symbol "FRES". Newmont is one of the world's largest gold producers with significant assets or operations in the United States, Australia, Peru, Indonesia, Ghana, Canada, New Zealand and Mexico. Its common shares are listed on the New York Stock Exchange under the symbol "NEM".

To receive Canplats' news releases, contact Blaine Monaghan, Director, Investor Relations, at info@canplats.com 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
    or
    Canplats Resources Corporation
    Bruce A. Youngman
    President and C.O.O.
    Direct: (604)-629-8293
    or
    Canplats Resources Corporation
    Blaine Monaghan
    Director, Investor Relations
    Direct: (604) 629-8294 or Toll-Free: (866) 338-0047
    info@canplats.com
    www.canplats.com
    or
    G2 Consultants Corporation
    (604) 742-9990 or NA Toll-Free: (866) 742-9990
    (604) 742-9991 (FAX)
    canplats@g2consultants.com