Canplats Resources Corporation

Canplats Resources Corporation

November 16, 2009 08:33 ET

Goldcorp to Acquire Canplats

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 16, 2009) - 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 and from the United States Securities and Exchange Commission at its website at 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 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.

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 - Corporate Information
    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 - Investor Inquiries
    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)