Mr. Jason Attew
EXETER RESOURCE CORPORATION ANNOUNCES AGREEMENT WITH GOLDCORP TO PROCEED WITH SUBSEQUENT ACQUISITION TRANSACTION
Exeter Resource Corp. has entered into an arrangement agreement with Goldcorp Inc. pursuant to which Goldcorp has agreed to acquire all of the common shares of Exeter not already owned by Goldcorp or its affiliates by way of a plan of arrangement under Section 288 of the Business Corporations Act (British Columbia).
The arrangement, which is subject to the approval of the holders of Exeter shares, will constitute the subsequent acquisition transaction proposed by Goldcorp in order to acquire all of the Exeter shares that Goldcorp did not acquire under its offer to purchase dated April 20, 2017, as amended by a notice of extension and variation dated May 26, 2017, and a notice of extension dated June 7, 2017. As Goldcorp previously announced, Goldcorp acquired 77,428,836 Exeter shares pursuant to the offer in exchange for 0.12 of a common share in Goldcorp for each Exeter share. As a result of the take-up of the Exeter shares deposited to the offer, and an additional 614,748 Exeter shares acquired by Goldcorp under the procedures for notices of guaranteed delivery in respect of the offer, Goldcorp currently owns a total of 78,043,748 Exeter shares, representing approximately 83.16 per cent of the issued and outstanding Exeter shares.
A special meeting of Exeter shareholders has been called for 9 a.m. on July 31, 2017, to consider, and if thought advisable, pass a special resolution in relation to the arrangement. The record date for determining Exeter shareholders entitled to receive notice of and to vote at the meeting is June 23, 2017.
To become effective, the special resolution approving the arrangement must be passed by: (i) 66-2/3rds per cent of the votes cast by holders of Exeter shares present in person or represented by proxy and entitled to vote at the meeting; and (ii) a simple majority of the votes cast at the meeting by Exeter shareholders, present in person or represented by proxy and entitled to vote at the meeting, excluding the votes cast in respect of Exeter shares held by any interested party (as defined by Multilateral Instrument 61-101, protection of minority security holders in special transactions), related party (as defined by MI 61-101) or joint actor (as defined by MI 61-101), and such other holders of Exeter shares excluded by MI 61-101. Goldcorp intends to vote all of the Exeter shares held by it in favour of the arrangement resolution. Under applicable securities laws, all votes cast by Goldcorp, other than 2,968,050 Exeter shares tendered by certain former officers and directors of Exeter, are entitled to be included as votes in respect of the arrangement resolution at the meeting.
The consideration payable under the arrangement is the same as the consideration received by Exeter shareholders under the offer. Subject to the terms of the arrangement, Exeter shareholders will be entitled to receive 0.12 of a Goldcorp share for each Exeter share held as of the effective time of the arrangement.
The board of directors of Exeter has unanimously approved the terms of the arrangement agreement and recommends that the shareholders vote for the arrangement resolution.
The completion of the arrangement is subject to the satisfaction of certain customary conditions, including receipt of all necessary court and stock exchange approvals. As Goldcorp intends to vote the Exeter shares held by it in favour of the arrangement resolution, and, under applicable securities laws, all such votes, other than votes attributable to the excluded shares are entitled to be counted in respect to the arrangement resolution at the meeting, assuming all of the terms and conditions of the arrangement are satisfied, the closing of the arrangement is expected to take place on or about Aug. 2, 2017. At that time, Exeter will become a wholly owned subsidiary of Goldcorp, the Exeter shares will be delisted from the Toronto Stock Exchange, the NYSE MKT and the Deutsche Borse AG regulated unofficial market of the Frankfurt Stock Exchange, and Exeter will apply to cease to be a reporting issuer under applicable securities laws as soon as reasonably practicable following the effective date.
The management information circular, when available, and certain related documents will be filed with securities regulators and will be available on SEDAR and on EDGAR.
About Exeter Resource Corp.
Exeter is a Canadian mineral exploration company focused on the exploration and development of the Caspiche project in Chile. Caspiche is well located in Chile's Maricunga district, which has good infrastructure and is in close proximity to other large-scale mining operations and projects in development.
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