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Goldcorp to Acquire Kaminak Gold Corporation for C$520M

Goldcorp Inc. GG has inked a deal with Kaminak Gold Corporation per which it agreed to acquire, by way of a plan of arrangement, all of the outstanding shares of Kaminak. The total consideration offered for all of Kaminak's outstanding shares is roughly C$520 million. The transaction is expected to close by Aug 15, 2016.

Per the agreement, each common share of Kaminak will be exchanged for 0.10896 Goldcorp common shares. The deal values each Kaminak share at C$2.62 based on the closing price of Goldcorp's common shares on the Toronto Stock Exchange on May 11. The number of Goldcorp shares to be issued under the arrangement will be around 21.6 million based on the issued and outstanding shares of Kaminak as of the date of announcement, but will be subject to adjustment depending on the number of Kaminak options that may be exercised before the completion of the arrangement.

Kaminak's primary asset is the 100%-owned Coffee Gold project, a hydrothermal gold deposit located at Yukon. The Coffee land package has considerable potential for near-mine discoveries, with mineralization remaining open along strike and at depth. Coffee currently has total indicated gold mineral resources of 3 million ounces and total inferred gold mineral resources of 2.2 million ounces.

The acquisition is in sync with Goldcorp’s strategy of aligning with smaller exploration companies to identify and develop mining districts with large exploration potential that can grow its net asset value per share. The Coffee Gold project is located within a politically stable jurisdiction and gives Goldcorp an opportunity to add high quality ounces to its development pipeline, at low all-in sustaining costs. The project will create lasting positive benefits for local First Nations and communities of Goldcorp.

The deal has been approved by the boards of both Goldcorp and Kaminak, and will be subject to all other requisite regulatory approvals along with the approval of Kaminak shareholders at a special meeting to be held by Jul 14, 2016, and the satisfaction of certain other closing conditions.

The arrangement agreement also includes customary deal protection provisions. Kaminak has agreed not to solicit any alternative transactions and, in some cases, to pay Goldcorp a termination fee equal to C$20.3 million in the event that the arrangement is not completed.

Goldcorp, which is among the top gold producers, along with Barrick Gold ABX, Newmont NEM and Kinross Gold KGC, reported a profit of $80 million or 10 cents per share for first-quarter 2016 versus a net loss of $87 million or 11 cents per share logged a year ago, aided by reduced costs. Adjusted earnings (excluding one-time items) for the quarter came in at 9 cents per share, beating the Zacks Consensus Estimate of 4 cents.

Adjusted loss excludes one-time items, including positive deferred tax effects of foreign exchange on tax assets and liabilities and restructuring costs.

The company posted revenues of $944 million in the reported quarter, down around 7.2% year over year. Revenues, however, beat the Zacks Consensus Estimate of $930 million.

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