Kaminak Gold Corporation

Kaminak Gold Corporation

May 12, 2016 08:30 ET

Kaminak Announces Acquisition Transaction with Goldcorp

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 12, 2016) - Kaminak Gold Corporation (TSX VENTURE:KAM) ("Kaminak" or the "Company") is pleased to announce that the Company has entered into a definitive agreement with Goldcorp Inc. ("Goldcorp"), pursuant to which Goldcorp has agreed to acquire by way of a plan of arrangement (the "Arrangement"), all of the issued and outstanding shares of Kaminak in an all-share transaction. The total consideration offered for the Kaminak shares is approximately C$520 million.

Under the Arrangement, each common share of Kaminak will be exchanged for 0.10896 common shares of Goldcorp (the "Exchange Ratio"). The Exchange Ratio represents a value of C$2.62 per share based upon the closing price of Goldcorp on the TSX on May 11, 2016 of C$24.08.

This represents a premium of 33% based on the closing prices of both companies common shares on the TSX for Goldcorp and TSX-V for Kaminak on May 11, 2016 and a 40% premium based on Kaminak' s 20-day TSX-V volume weighted average price ending on May 11, 2016.

Kaminak's Directors unanimously recommend that Kaminak shareholders vote in favour of the Arrangement, and each Director intends to vote all of the Kaminak shares they own or control at the date of the Arrangement meeting in favour of the Arrangement, in the absence of a superior proposal.

Benefits to Kaminak Shareholders:

  • Secures an immediate attractive premium for Kaminak shareholders;

  • Provides Kaminak shareholders with exposure to a leading, gold company that is well positioned to develop the Coffee Gold Project;

  • Goldcorp is the world's fourth largest gold producer and is focused on responsible mining practices, delivering safe, low-cost production throughout the Americas from a portfolio of long-lived, high-quality assets;

  • Goldcorp has the financial strength and flexibility to develop the Coffee Gold Project and unlock the significant resource expansion potential at Coffee in the short to medium term;

  • Goldcorp brings strong operational capabilities, contributing proven expertise in open pit mining and heap leach mining;

  • Goldcorp is a leader in responsible mining practices and has a positive track record working with local First Nations at its operations in both Ontario and Quebec; and

  • Kaminak shareholders will also gain access to Goldcorp's attractive dividend policy.

Eira Thomas, President and CEO of Kaminak stated: "This transaction realizes many immediate benefits for our shareholders and at the same time ensures that the Coffee Gold Project will be developed in a timely and responsible manner. Goldcorp is a leading gold producer with a strong track record of responsible mining in Canada and a growth strategy focused on adding low-cost gold production in politically stable jurisdictions. Coffee is a natural fit within their portfolio and they have the experience, expertise and financial flexibility to build Coffee for the benefit of our First Nations partners and all Yukon stakeholders."

John Robins, Chairman of Kaminak stated: "In ten short years we have grown Kaminak from a small grass roots explorer to one of Canada's top gold development companies. The discovery of the Coffee Gold Project has created value for our shareholders and its development will ultimately benefit our First Nations partners and all Yukoners. This transaction is the culmination of years of hard work by our technical and management teams and is a strong value proposition to all our shareholders."

"This acquisition is consistent with our strategy of partnering with junior exploration companies to identify and develop mining districts with significant exploration potential that is expected to grow our net asset value per share," said David Garofalo, Goldcorp President and Chief Executive Officer. "Coffee is located within a politically stable jurisdiction and provides us with an opportunity to add high quality ounces to our development pipeline at low all-in sustaining costs. With our strong financial position and mine construction expertise, we see significant potential to deliver value for all partners and stakeholders. We are committed to responsible, sustainable mining and will ensure this project is built to create lasting positive benefits for local First Nations and communities."

Summary of the Transaction

The Arrangement has been unanimously approved by the Boards of Directors of Kaminak and Goldcorp and will be subject to, among other things, the favourable vote of 66 2/3% of the holders of Kaminak shares and Kaminak options, voting as a single class, at a special meeting of Kaminak shareholders and option holders to be held no later than July 14th, 2016, receipt of all necessary regulatory and court approvals and the satisfaction of certain other closing conditions customary for a transaction of this nature.

The Arrangement Agreement provides that the board of directors of Kaminak may, under certain circumstances, terminate the agreement in favour of an unsolicited superior proposal, subject to payment of a termination fee of C$20.3 million, and subject to Goldcorp having the right to match the superior proposal in question. Kaminak has agreed not to solicit any alternative transactions.

Directors, officers and certain shareholders of Kaminak representing approximately 27.5% of Kaminak's outstanding shares have entered into voting support arrangements with Goldcorp under which they have agreed to vote in favour of the transaction.

The number of Goldcorp shares to be issued under the Arrangement will be approximately 21.6 million based on the issued and outstanding shares of Kaminak as of the announcement date, but will be subject to adjustment depending on the number of Kaminak options that may be exercised prior to the completion of the Arrangement. The transaction is expected to close no later than August 15, 2016 following the receipt of all required shareholder and regulatory approvals.

Advisors and Counsel

Kaminak's financial advisor is BMO Capital Markets and its legal advisors are Blake, Cassels & Graydon LLP. BMO Capital Markets and Cormark Securities Inc., have provided opinions to the Kaminak Board of Directors and Special Committee, respectively, as of the date of such opinions and subject to the assumptions, limitations, and qualifications stated in that such opinions, the consideration to be received by the Kaminak shareholders under the transaction is fair, from a financial point of view, to the Kaminak shareholders.

Kaminak shareholders and other interested parties are advised to read the materials relating to the proposed transaction that will be filed by Kaminak with securities regulatory authorities in Canada when they become available because they will contain important information. Anyone may obtain copies of these documents when available free of charge at the Canadian Securities Administrators' website at www.sedar.com 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.

On behalf of the Board of Directors of Kaminak

Eira Thomas, President and CEO

Kaminak Gold Corporation

About Kaminak

Kaminak's principal asset is the 100%-owned development track Coffee Gold Project located approximately 130 kilometers south of the City of Dawson, Yukon. For further information about Kaminak Gold Corporation or this news release, please visit our website at www.kaminak.com.

About Goldcorp

Goldcorp is a global senior gold producer focused on responsible mining practices with safe, low-cost production from a high-quality portfolio of mines. For further information about Goldcorp, please visit their website at www.goldcorp.com.

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.

Caution Concerning Forward-Looking Statements

Certain disclosures in this release, including statements relating to management's assessment of the benefits to shareholders of the proposed transaction with Goldcorp, the estimated after-tax NPV and IRR associated with the Coffee Project; the anticipated mine-life, annual gold production, resource expansion potential, capital costs, and all-in sustaining costs associated with the Coffee Project constitute forward-looking statements that are subject to numerous risks, uncertainties and other factors relating to Kaminak's operations as a mineral exploration company that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible" and similar expressions, or statements that events, conditions or results "will", "may", "could" or "should" occur or be achieved.

Forward-looking statements are based on the assumptions, opinions and estimates of management as of the date such statements are made, and they are subject to a number of known and unknown risks and uncertainties which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievement expressed or implied by such forward-looking statements. In particular, such risks include fluctuations in commodity prices and currency exchange rates; mineral resource and reserve estimates; operational risks associated with mineral exploration and production; title matters; possible variations in resources, grades, or recovery rates; uncertainty of estimates of capital and operating costs; changes in project parameters as plans continue to be refined; delays in obtaining government approvals or licenses; failure of equipment or processes to operate as anticipated; uncertainty surrounding the ability to obtain financing and to market the products; accidents or labour disputes, and other risks and uncertainties disclosed under the heading "Risk Factors" in the Company's most recent Annual MD&A, and in the Coffee Project technical report, both of which are available for download at http://www.sedar.com.

Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by law, Kaminak expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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