BRITISH COLUMBIA

Goldcorp offers $526 million in stock to buy Probe Mines, expand Ont. holdings

01/19/2015 07:35 EST | Updated 03/21/2015 05:59 EDT
VANCOUVER - Goldcorp Inc. (TSX:G) has offered to buy full control of Probe Mines Ltd. (TSXV:PRB) and its Borden gold project near Chapleau, Ont., in a friendly takeover valued at $526 million.

The companies said the offer is worth $5 per Probe share, representing a 49 per cent premium to the stock's closing price of $3.36 on the TSX Venture Exchange before the deal was announced.

Shares in Probe Mines were up $1.63 at $4.99 in trading Monday.

Goldcorp chief executive Chuck Jeannes said Monday the deal would secure a high-quality deposit within a core area for the Vancouver-based company, which is one of Canada's largest gold producers.

"Borden is a high-quality deposit that is mineable through conventional underground mining methods," Jeannes said in a statement.

"Goldcorp is uniquely suited to add Borden to its asset portfolio due to its proximity to our Porcupine operation, which includes the large milling facility at the Dome complex."

The Borden deposit is about 160 kilometres west of Goldcorp's Porcupine Mine.

Goldcorp already owns about 9.3 per cent of Probe and is offering 0.1755 of a Goldcorp share for each of the remaining shares. Probe shareholders will also receive shares of a new publicly listed company focused on the Ring of Fire area in Ontario.

The new company will hold Probe's Black Creek deposit, the Tamarack-McFauld's Lake property, the Victory property as well as $15 million in cash and a $4 million receivable related to the previous sale of a royalty on the Goldex mine.

Probe chairman Jamie Sokalsky and president and CEO David Palmer will continue in the same roles at the new company along with members of Probe's board and management team.

"We believe this transaction is an excellent outcome for Probe shareholders as it provides them with a significant premium that recognizes the value embedded in Borden," said Sokalsky, who stepped down as Barrick Gold chief executive last year.

"In addition, New Probe will be well funded and will continue to expose Probe shareholders to further potential exploration and development success."

Goldcorp expects to hold a 9.3 per cent stake in the new company.

The takeover transaction requires a two-thirds majority vote from Probe shareholders at a special meeting. Goldcorp would receive a $18.4-million termination fee under certain circumstances if the deal doesn't close.

Probe's board of directors are supporting the deal and shareholders representing 4.6 per cent of Probe's outstanding stock have agreed to tender to the offer.

Earlier this year, Goldcorp announced it has signed a deal to sell its Wharf mine in Lead, S.D., to Coeur Mining Inc. (NYSE:CDE) for US$105 million in cash.