Canplats Resources Corporation

Canplats Resources Corporation

December 22, 2009 21:50 ET

Canplats Board Determines That Offer From Penmont Is a Superior Proposal

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 22, 2009) - Canplats Resources Corporation (TSX VENTURE:CPQ) ("Canplats" or the "Company") announces that it has received a 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 that is financially superior to the terms of the business combination agreement between Canplats and Goldcorp Inc. ("Goldcorp") originally announced November 16, 2009 (the "Goldcorp Agreement"). 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 is a "superior proposal" for the purposes of the Goldcorp Agreement and has provided notice of such determination to Goldcorp. The consideration that would be received by Canplats shareholders if the Penmont proposal was implemented represents a premium of 84% 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 that it entered into the Goldcorp Agreement and a premium of 38% to the implied value of the proposed Goldcorp transaction based on the closing price of the common shares of Goldcorp on the Toronto Stock Exchange on December 22, 2009.

Under the transaction proposed by Penmont, Canplats shareholders would receive, for each Canplats common share, C$4.20 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. Except for its financially superior terms, and the fact that all (and not 90.1% as outlined in the Goldcorp Agreement) of the shares of the new exploration company would be distributed to Canplats' securityholders, the proposed agreement with Penmont is substantially similar to the Goldcorp Agreement, including with respect to the treatment of outstanding options and warrants to purchase common shares of the Company. The proposed agreement with Penmont includes a break fee, payable to Penmont in certain circumstances, of C$9.3 million, which is the same percentage of the value of the Penmont transaction as the break fee payable to Goldcorp under the Goldcorp Agreement.

Under the terms of the Goldcorp Agreement, Goldcorp has a period of five business days expiring on Thursday, December 31, 2009 (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 proposed agreement with Penmont is no longer a superior proposal, Canplats will be required to enter into an amendment 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 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$7.2 million, terminate the Goldcorp Agreement and enter into an agreement with Penmont to complete a transaction on the 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 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 Herradura mine and the nearly complete Soledad & Dipolos project, 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 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
    NA Toll-Free: (866) 742-9990 or (604) 742-9990
    (604) 742-9991 (FAX)