UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
EXETER
RESOURCE CORPORATION
(Name of Subject Company (Issuer))
GOLDCORP INC.
(Names of
Filing Persons (Offeror))
Common Shares
(Title of Class of Securities)
301835104
(CUSIP Number
of Class of Securities)
Charlene Ripley
Randall Chatwin
Goldcorp
Inc.
Suite 3400, Park Place
666 Burrard Street
Vancouver, British Columbia
V6C 2X8 Canada
(604)
696-3000
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
with copies
to:
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David S. Stone
John J. Koenigsknecht
Neal Gerber & Eisenberg LLP
2 North LaSalle Street, Suite 1700
Chicago, IL 60602-3801
(312)
269-8000
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Paul Stein
Cassels Brock & Blackwell LLP
2100 Scotia Plaza
40 King
Street West
Toronto, Ontario
M5H 3C2 Canada
(416)
869-5300
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CALCULATION OF FILING FEE:
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Transaction Valuation*
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Amount of Filing Fee**
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US$174,154,246.70
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US$20,184.48
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*
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Estimated solely for the purpose of calculating the amount of the filing fee based on a transaction value equal to the product of (i) US$1.82, which is the average of the high and low sale prices of Exeter Resource
Corporations common shares (the Common Shares) as reported on the NYSE MKT on April 12, 2017, and (ii) 99,405,253, which is the estimated number of outstanding Common Shares (assuming full conversion of all outstanding
convertible securities for Common Shares).
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**
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The amount of the filing fee is calculated in accordance with Rule
0-11
of the Securities Exchange Act of 1934, as amended.
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☒
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Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: US$20,184.48
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Filing Party: Goldcorp Inc.
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Form or Registration No:
F-10
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Date Filed: April 20, 2017
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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☒
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third-party tender offer subject to Rule
14d-1.
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☐
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issuer tender offer subject to Rule
13e-4.
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☐
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going-private transaction subject to Rule
13e-3.
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☐
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amendment to Schedule 13d under Rule
13d-2.
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☐
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Check the box if the filing is a final amendment reporting the results of the tender offer.
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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☐
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Rule
13e-4(i)
(Cross-Border Issuer Tender Offer)
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☐
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Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer)
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This Amendment No. 3 (this Amendment No. 3) amends and supplements the
Tender Offer Statement on Schedule TO filed on April 20, 2017 (as amended, the Schedule TO) by Goldcorp Inc. (Goldcorp), a corporation organized under the laws of the Province of Ontario.
The Schedule TO relates to the offer to purchase (the Offer) by Goldcorp for all of the issued and outstanding common shares (the
Common Shares) of Exeter Resource Corporation (Exeter), a company organized under the laws of the Province of British Columbia.
The information set forth in the Offer to Purchase and Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, including
all schedules, exhibits and annexes thereto, is expressly incorporated by reference herein in response to all items of information required to be included in, or covered by, this Schedule TO, and is supplemented by the information specifically
provided herein.
Goldcorp has filed a registration statement on Form
F-10
with the United States
Securities and Exchange Commission relating to the common shares it proposes to issue to Exeter shareholders in connection with the Offer that includes the Offer to Purchase and Circular as a prospectus (the Prospectus), and also has
filed or will file the Offer to Purchase and Circular and all other tender offer documents required under applicable Canadian and United States securities regulations.
Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule
TO.
General
The first sentence of
the second paragraph under the heading NOTICE REGARDING FORWARD-LOOKING INFORMATION contained on page vi of the Offer to Purchase and Circular is hereby deleted and replaced with the following sentence:
This Offer to Purchase and Circular, including Purpose of the Offer and Plans for Exeter in Section 4 of the Circular,
Reasons to Accept the Offer in Section 5 of the Circular, Source of Funds in Section 7 of the Circular, and Acquisition of Exeter Shares Not Deposited Pursuant to the Offer in Section 18 of the
Circular, in addition to certain statements contained elsewhere in this Offer to Purchase and Circular or incorporated by reference herein, contains forward-looking information under the provisions of applicable Canadian securities
legislation.
The second sentence in the first paragraph under the heading INFORMATION CONCERNING EXETER on page viii of the
Offer to Purchase and Circular is hereby deleted and replaced with the following sentence:
Although the Offeror has no knowledge that
would indicate that any statements contained herein concerning Exeter taken from, or based upon, such information contain any untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary to
make a statement not misleading in light of the circumstances in which it was made, neither the Offeror nor any of its directors or officers has verified the accuracy or completeness of such information or statements or for any failure by Exeter to
disclose events or facts which may have occurred or which may affect the significance or accuracy of any such information or statements but which are unknown to the Offeror.
The Information set forth in under the heading FREQUENTLY ASKED QUESTIONS contained in the Offer to Purchase and Circular is
hereby amended to add the following sentences to the end of the fourth paragraph under the question heading HOW DO I ACCEPT THE OFFER AND TENDER MY EXETER SHARES? on page V of the Offer to Purchase and Circular:
10% Holders are not restricted from participating in the Offer and the inability to represent and warrant that such holder is not a 10% Holder
will not prevent acceptance of the Offer. Any 10% Holder wishing to accept the Offer and tender shares may contact Goldcorp to coordinate such acceptance and tender.
The second sentence of the third paragraph of the Circular on page 35 of the Offer to Purchase and Circular is hereby deleted and replaced
with the following sentence:
Although the Offeror has no knowledge that would indicate that any statements contained herein
concerning Exeter taken from, or based upon, such information contain any untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the
circumstances in which it was made, neither the Offeror nor any of its directors or officers has verified the accuracy or completeness of such information or statements or for any failure by Exeter to disclose events or facts which may have occurred
or which may affect the significance or accuracy of any such information or statements but which are unknown to the Offeror.
2
The third paragraph in Section 8 of the Circular under the heading Certain Information
Concerning the Offeror and the Goldcorp Shares Documents of Goldcorp Incorporated by Reference on pages 48 and 49 of the Offer to Purchase and Circular is hereby deleted and replaced with the following paragraph:
All documents of the type referred to above (excluding confidential material change reports) and any business acquisition
reports subsequently filed by Goldcorp with any Canadian Securities Regulatory Authorities on or after the date of the Offer to Purchase and Circular and prior to the termination of the Offer shall be deemed to be incorporated by reference into the
Offer to Purchase and Circular for the purpose of complying with the Canadian Securities Law only. Goldcorps periodic reports on Form
6-K
and its annual reports on Form
40-F
are available on EDGAR at www.sec.gov.
The fourth paragraph in Section 8 of the
Circular under the heading Certain Information Concerning the Offeror and the Goldcorp Shares Documents of Goldcorp Incorporated by Reference on page 49 of the Offer to Purchase and Circular is hereby deleted and replaced with the
following paragraph:
Notwithstanding the foregoing, any and all portions of the documents that consist of Exeters
public disclosure documents expressly identified as such, and whether or not such portions are reproduced or incorporated by reference into a Goldcorp document, including, without limitation, Exeters financial statements and current annual
information form, are expressly excluded from such incorporation by reference into the Offer to Purchase and Circular. Information regarding Exeter is filed publicly by Exeter with the Securities Regulatory Authorities in Canada and with the SEC,
which are available electronically on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
The first sentence of the fifth paragraph in
Section 8 of the Circular under the heading Certain Information Concerning the Offeror and the Goldcorp Shares Documents of Goldcorp Incorporated by Reference on page 49 of the Offer to Purchase and Circular is hereby deleted
and replaced with the following sentence:
Any statement contained in this Offer to Purchase and Circular or in a
document incorporated (or deemed to be incorporated solely in accordance with and for purposes of Canadian Securities Laws) by reference herein shall be deemed to be modified or superseded, for purposes of this Offer to Purchase and Circular, to the
extent that a statement contained herein (or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein solely in accordance with and for purposes of Canadian Securities Laws only) modifies, replaces
or supersedes such statement.
3
The Table in Section 9 of the Circular under the heading Certain Information
Concerning Exeter and the Exeter Shares Price Range and Trading Volume of the Shares on page 50 of the Offer to Purchase and Circular is hereby deleted and replaced with the following Table:
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TSX
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NYSE MKT
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High
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Low
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High
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Low
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Month
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(C$)
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(C$)
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Volume
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(US$)
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(US$)
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Volume
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April 2015
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0.68
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0.68
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16,020
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0.65
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0.50
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6,414,100
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May 2015
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0.69
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0.65
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16,500
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0.63
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0.52
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1,469,800
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June 2015
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0.60
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0.58
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7,200
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0.54
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0.46
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2,912,200
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July 2015
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0.50
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0.46
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18,600
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0.48
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0.35
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2,262,100
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August 2015
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0.56
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0.54
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1,500
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0.46
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0.36
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1,339,600
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September 2015
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0.45
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0.42
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47,660
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0.43
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0.31
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1,701,500
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October 2015
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0.47
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0.46
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55,000
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0.39
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0.30
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2,463,800
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November 2015
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0.44
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0.42
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13,100
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0.36
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0.29
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2,168,000
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December 2015
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0.46
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0.46
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3,000
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0.40
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0.31
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3,218,500
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January 2016
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0.52
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0.50
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48,388
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0.40
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0.31
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3,230,000
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February 2016
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0.73
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0.53
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815,919
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0.54
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0.37
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603,590
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March 2016
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0.87
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0.67
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932,588
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0.67
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0.50
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603,271
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April 2016
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1.34
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0.70
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1,446,505
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1.06
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0.54
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1,357,357
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May 2016
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1.33
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0.97
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720,999
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1.05
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0.76
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1,070,516
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June 2016
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1.83
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0.92
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1,550,736
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1.44
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0.70
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1,372,871
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July 2016
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1.90
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1.49
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2,003,297
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1.47
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1.14
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1,445,539
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August 2016
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1.94
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1.44
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1,645,674
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1.48
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1.11
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983,391
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September 2016
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1.76
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1.50
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1,104,483
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1.38
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1.13
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575,764
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October 2016
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1.69
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1.41
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705,569
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1.27
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1.07
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593,703
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November 2016
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1.66
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1.02
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1,342,002
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1.25
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0.76
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919,385
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December 2016
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1.10
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0.89
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1,211,914
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0.84
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0.67
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899,579
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January 2017
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1.38
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1.01
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1,270,656
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1.04
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0.75
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685,988
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February 2017
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1.55
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1.24
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1,599,007
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1.18
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0.94
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504,783
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March 2017
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2.52
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1.38
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6,496,286
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1.89
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1.01
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2,097,562
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April 2017
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2.29
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2.21
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227,782
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1.85
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1.61
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8,956,500
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Item 1.
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Summary Term Sheet.
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The second sentence of the second paragraph under the heading
SUMMARY OF THE OFFER contained in the Offer to Purchase and Circular on page 1 is hereby deleted and replace with the following sentence:
Although the Offeror has no knowledge that would indicate that any statements contained herein concerning Exeter taken from,
or based upon, such information contain any untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was
made, neither the Offeror nor any of its directors or officers has verified the accuracy or completeness of such information or statements.
4
Item 3.
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Identity and Background of Filing Person.
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Schedule B Certain Information
Regarding the Directors and Executive Officers of the Offeror to the Offer to Purchase and Circular is hereby amended to include the citizenship of each director and executive officer of the Company, as set forth in the table below:
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Director or Executive Officer
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Citizenship
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Ian W. Telfer
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Canada
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Beverly A. Briscoe
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Canada
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David A. Garafolo
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Canada
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Peter J. Dey
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Canada
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Margot Franssen
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Canada
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Clement A. Pelletier
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Canada
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P. Randy Reifel
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Canada
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Charlie Sartain
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Australia
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Bianca Treviño
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Mexico
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Kenneth F. Williamson
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Canada
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Russell Ball
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United States
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Todd White
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United States
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Brent Bergeron
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Canada
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Charlene Ripley
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Canada
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Jason Attew
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Canada
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Wade Bristol
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United States
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Joseph Dick
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United States
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Paul Harbidge
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Great Britain
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Richard J. Orazietti
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Canada and Italy
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Mark A. Ruus
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Canada
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Rohan Athaide
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Canada
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Joanne Klein
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United Kingdom
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David Stephens
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Canada
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Anna M. Tudela
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Canada and Peru
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Lisa Wade
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United States
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5
Item 4
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Terms of the Transaction.
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The following paragraph is added at the end of Section 3
of the Offer to Purchase under the heading Manner of Acceptance Letter of Transmittal on page 20 of the Offer to Purchase and Circular:
10% Holders are not restricted from participating in the Offer and the inability to represent and warrant that such holder is
not a 10% Holder will not prevent acceptance of the Offer. Any 10% Holder wishing to accept the Offer and tender shares may contact Goldcorp to coordinate such acceptance and tender using the Letter of Transmittal.
The following sentences are added at the end of the second paragraph in Section 3 of the Offer to Purchase under the heading Manner
of Acceptance Acceptance by Book-Entry Transfer on page 20 of the Offer to Purchase and Circular:
However, 10% Holders are
not restricted from participating in the Offer and the inability to represent and warrant that such holder is not a 10% Holder will not prevent acceptance of the Offer. Any 10% Holder wishing to accept the Offer and tender shares may contact
Goldcorp to coordinate such acceptance and tender.
The second paragraph in Section 5 of the Offer to Purchase under the heading
Extension, Variation or Change in the Offer on page 26 of the Offer to Purchase and Circular is hereby deleted and replaced with the following paragraph:
Subject to the limitations set out below, the Offeror reserves the right, in its sole discretion, at any time and from time to
time while the Offer is open for acceptance prior to the Expiry Term (or at any other time if permitted by applicable Laws) to vary the terms of the Offer (including, without limitation, by extending or abridging the period during which Exeter
Shares may be deposited under the Offer where permitted by applicable Laws).
The first sentence of the sixth paragraph in Section 5
of the Offer to Purchase under the heading Extension, Variation or Change in the Offer on page 27 of the Offer to Purchase and Circular is hereby deleted and replaced with the following sentence:
If, before the Expiry Time, the terms of the Offer are varied (other than a variation in the terms of the Offer consisting solely of the waiver
of a condition in the Offer and any extension of the Offer or other than an extension in respect of the
10-day
Mandatory Extension Period, resulting from the waiver) including any reduction of the period
during which securities may be deposited under the Offer pursuant to applicable Laws, or any extension of the period during which securities may be deposited under the Offer pursuant to applicable Laws, and whether or not that variation results from
the exercise of any right contained in the Offer, the Offeror will promptly (a) issue and file a news release to the extent and in the manner required by applicable Laws, and (b) send a notice of variation in the manner set out under
Notices and Delivery in Section 10 of the Offer to Purchase, to every person to whom the Offer is required to be sent under applicable Laws.
The first sentence of the eighth paragraph in Section 5 of the Offer to Purchase under the heading Extension, Variation or Change
in the Offer on page 27 of the Offer to Purchase and Circular is hereby deleted and replaced with the following sentence:
If, before
the Expiry Time, a change occurs in the information contained in the Offer to Purchase or the Circular or any notice of change or notice of variation that would reasonably be expected to affect the decision of a Shareholder to accept or reject the
Offer (other than a change that is not within the control of the Offeror or of an affiliate of the Offeror), the Offeror will promptly (a) issue and file a news release of such change to the extent and in the manner required by applicable Laws,
and (b) send a notice of the change in the manner set out under Notices and Delivery in Section 10 of the Offer to Purchase, to every person to whom the Offer was required to be sent.
6
The following sentence is added to the end of the ninth paragraph in Section 5 of the Offer
to Purchase under the heading Extension, Variation or Change in the Offer on page 28 of the Offer to Purchase and Circular:
After the Expiry Time, no variations or changes are permitted to be made to the terms of the Offer, no changes may be made to the information
contained in this Offer to Purchase and Circular and no variation or change may occur after the Exeter Shares are taken up by the Offeror.
The second paragraph in Section 7 of the Offer to Purchase under the heading Right to Withdraw Deposited Shares on page 29 of
the Offer to Purchase and Circular is hereby deleted and replaced with the following paragraph:
In addition, if:
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(a)
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there is a variation of the terms of the Offer prior to the Expiry Time, other than a variation consisting solely of an increase in the Offer Consideration where the Offer is not extended for a period not greater than
10 days from the date of the notice of variation; or
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(b)
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a notice of change in respect of the information contained in the Offer to Purchase and the accompanying Circular or if any subsequent notice of change or variation is delivered prior to the Expiry Time;
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then any Deposited Shares may be withdrawn by or on behalf of the depositing Shareholder at any time before the expiration
of 10 days from the date upon which the notice of such change or variation is mailed, delivered or otherwise communicated. Offeror may not take up and pay for any Deposited Shares prior to the expiration of such 10 day period and in no event may
Offeror take up and pay for any Deposited Shares prior to the Expiry Time. After the Expiry Time, no variations or changes are permitted and no variation of change may occur after the Exeter Shares are taken up by the Offeror.
Item 6
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Purpose of the Transaction and Plans or Proposals.
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The first paragraph in
Section 12 of the Offer to Purchase under the heading Market Purchases and Sales of Exeter Shares on page 32 of the Offer to Purchase and Circular is hereby deleted and replaced with the following paragraph:
To the extent not prohibited by Rule
14e-5
of Regulation 14E under the U.S. Exchange Act and except as
set forth below, the Offeror reserves the right to, and may, acquire or cause an affiliate to acquire beneficial ownership of Exeter Shares by making purchases through the facilities of the TSX or the NYSE MKT at any time, and from time to time,
prior to the Expiry Time subject to and in accordance with applicable Law.
The eleventh paragraph of Section 18 of the Circular
under the heading Acquisition of Exeter Shares Not Deposited Pursuant to the Offer Securities Law Requirements for Business Combinations on page 60 of the Offer to Purchase and Circular is hereby deleted and replaced with the
following paragraph
Rule
13e-3
under the U.S. Exchange Act is applicable to certain
going-private transactions in the United States and may under certain circumstances be applicable to a Compulsory Acquisition or a Subsequent Acquisition Transaction. Goldcorp believes that Rule
13e-3
under the U.S. Exchange Act should not be applicable to a Compulsory Acquisition or a Subsequent Acquisition Transaction unless the Compulsory Acquisition or the Subsequent Acquisition Transaction, as
the case may be, is consummated more than one year after the termination of the Offer or on terms that are not at least equal to the highest consideration offered during the Offer and on substantially similar terms.
7
Item 10
|
Financial Statements.
|
Item 10 of Schedule TO is amended and supplemented by deleting
the information contained under subpart (a) and replacing it with the following language:
The information set forth in the following
documents of Goldcorp incorporated by reference into the Offer to Purchase and Circular are incorporated by reference herein: (i) Annual Information Form, dated March 16, 2017, for the year ended December 31, 2016; (ii) Annual Audited
Consolidated Financial Statements for the years ended December 31, 2016 and 2015 and notes and the auditors report in respect thereof; (iii) Managements Discussion and Analysis of Financial Condition and Results of Operations
for the year ended December 31, 2016; (iv) Condensed Interim Consolidated Financial Statements of the Company for the three months ended March 31, 2017; and (v) Managements Discussion and Analysis of Financial Condition and
Results of Operations for the three months ended March 31, 2017.
The summary financial information set forth below is added as a new
subsection under the heading Summary Financial Information in Section 8 of the Circular under the heading Certain Information Concerning the Offeror and the Goldcorp Shares:
Summary Financial Information
The following table sets forth summary historical consolidated financial data for Goldcorp as of and for each of the fiscal
years ended December 31, 2016 and 2015, which has been excerpted or derived from the audited Consolidated Financial Statements of Goldcorp for the year ended December 31, 2016 and as of and for the quarterly periods ended March 31,
2017 and 2016, which has been excerpted or derived from the unaudited Condensed Interim Financial Statements of Goldcorp for the three months ended March 31, 2017 and 2016. This data should be read in conjunction with the complete consolidated
financial statements and condensed interim financial statements, including the notes thereto and managements discussion and analysis of financial condition and results of operations for the same periods and the following summary is qualified
in its entirety by reference to such reports and other documents and all of the financial information and notes contained therein which have been incorporated by reference into this Circular in Section 8 under the heading Certain
Information Concerning the Offeror and the Goldcorp Shares Documents of Goldcorp Incorporated by Reference.
Goldcorp Inc.
Summarized Financial Information
(information in millions, other than per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Three Months Ended
|
|
|
|
December 31,
|
|
|
March 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
Consolidated Balance Sheet Data (end of period)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
$
|
1,568
|
|
|
$
|
1,331
|
|
|
$
|
1,722
|
|
|
$
|
1,520
|
|
Non-Current
assets
|
|
|
19,929
|
|
|
|
20,097
|
|
|
|
19,861
|
|
|
|
19,986
|
|
Current liabilities
|
|
|
777
|
|
|
|
1,049
|
|
|
|
1,318
|
|
|
|
875
|
|
Non-Current
liabilities
|
|
|
7,305
|
|
|
|
7,531
|
|
|
|
6,674
|
|
|
|
7,716
|
|
Non-Controlling
Interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value per common share
|
|
$
|
15.93
|
|
|
$
|
15.54
|
|
|
$
|
15.91
|
|
|
$
|
15.54
|
|
Consolidated Statement of Operating Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
3,510
|
|
|
$
|
4,375
|
|
|
$
|
882
|
|
|
$
|
944
|
|
Gross profit
|
|
|
420
|
|
|
|
302
|
|
|
|
116
|
|
|
|
145
|
|
Earnings from continuing operations
|
|
|
222
|
|
|
|
(4,688
|
)
|
|
|
122
|
|
|
|
40
|
|
Net earnings from continuing operations
|
|
|
162
|
|
|
|
(4,203
|
)
|
|
|
170
|
|
|
|
80
|
|
Net earnings
|
|
|
162
|
|
|
|
(4,157
|
)
|
|
|
170
|
|
|
|
80
|
|
Net Income per share from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.19
|
|
|
|
(5.08
|
)
|
|
|
0.20
|
|
|
|
0.10
|
|
Diluted
|
|
|
0.19
|
|
|
|
(5.08
|
)
|
|
|
0.20
|
|
|
|
0.10
|
|
Net Income per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.19
|
|
|
|
(5.03
|
)
|
|
|
0.20
|
|
|
|
0.10
|
|
Diluted
|
|
|
0.19
|
|
|
|
(5.03
|
)
|
|
|
0.20
|
|
|
|
0.10
|
|
Ratio of earnings to fixed charges
|
|
$
|
1.25
|
|
|
$
|
(22.15
|
)
|
|
$
|
2.40
|
|
|
$
|
1.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
842
|
|
|
|
827
|
|
|
|
854
|
|
|
|
831
|
|
Diluted
|
|
|
845
|
|
|
|
827
|
|
|
|
857
|
|
|
|
835
|
|
8
Item 11
|
Additional Information.
|
The first sentence of the second paragraph in Section 4 of
the Offer to Purchase under the heading Conditions of the Offer on page 25 of the Offer to Purchase and Circular is hereby deleted and replaced with the following sentence:
In addition, notwithstanding any other provision of the Offer and subject to applicable Law, and in addition to (and not in
limitation of) the Offerors right to vary or change the Offer at any time prior to the Expiry Time pursuant to Extension Variation or Change in the Offer in Section 5 of the Offer to Purchase, the Offeror will have the right
to withdraw the Offer and not take up, purchase or pay for, and shall have the right to extend the period of time during which the Offer is open and postpone taking up and paying for any Exeter Shares deposited pursuant to the Offer, unless all of
the following conditions are satisfied or waived (as determined in the Offerors sole judgment) at or before the Expiry Time:
The
third paragraph in Section 4 of the Offer to Purchase under the heading Conditions of the Offer on page 25 of the Offer to Purchase and Circular is hereby deleted and replaced with the following paragraph:
The foregoing conditions, other than the Statutory Minimum Condition, are for the exclusive benefit of the Offeror. The Offeror
may assert any of the foregoing conditions at any time prior to the Expiry Time, regardless of the circumstances giving rise to such assertion. The Offeror may waive any of the foregoing conditions, other than the Statutory Minimum Condition, in its
sole discretion, in whole or in part, at any time and from time to time prior to the Expiry Time, without prejudice to any other rights which the Offeror may have, subject to the terms of the Support Agreement. In all cases, when exercising its sole
discretion, the Offeror intends to act reasonably. Each of the foregoing conditions is independent of and in addition to each other of such conditions and may be asserted irrespective of whether any other of such conditions may be asserted in
connection with any particular event, occurrence or state of facts or otherwise. The failure by the Offeror at any time to exercise or assert any of the foregoing rights shall not be deemed to constitute a waiver of any such right, the waiver of any
such right with respect to particular facts or circumstances shall not be deemed to constitute a waiver with respect to any other facts or circumstances, and each such right shall be deemed an ongoing right which may be asserted at any time and from
time to time by the Offeror.
9
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
|
|
|
GOLDCORP INC.
|
|
|
By:
|
|
/s/ David Garofalo
|
Name:
|
|
David Garofalo
|
Title:
|
|
President and Chief Executive Officer
|
Dated: May 10, 2017
10
INDEX TO EXHIBITS
|
|
|
|
Exhibit Number
|
|
|
(a)(1)(i)
|
|
Offer to Purchase and Circular dated April 20, 2017.*
|
|
|
(a)(1)(ii)
|
|
Letter of Transmittal.*
|
|
|
(a)(1)(iii)
|
|
Notice of Guaranteed Delivery.*
|
|
|
(a)(1)(iv)
|
|
Annual Information Form, dated March 16, 2017, for the year ended December 31, 2016 (incorporated by reference to Exhibit 99.1 to Goldcorps Form
40-F
(Commission File
No. 001- 12970), filed with the Commission on March 16, 2017 (the Form
40-F)).**
|
|
|
(a)(1)(v)
|
|
Managements Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2016 (incorporated by reference to Exhibit 99.2 to the Form
40-F).**
|
|
|
(a)(1)(vi)
|
|
Audited Consolidated Financial Statements of Goldcorp for the years ended December 31, 2016 and 2015 (incorporated by reference to Exhibit 99.3 to the Form
40-F).**
|
|
|
(a)(1)(vii)
|
|
Managements Discussion and Analysis of Financial Condition and Results of Operations for the three months ended March 31, 2017 (incorporated by reference to Exhibit 99.1 to Goldcorps Form
6-K
(Commission File
No. 001-12970),
furnished to the Commission on April 27, 2017).**
|
|
|
(a)(1)(vii)
|
|
Condensed Interim Consolidated Financial Statements of the Company for the three months ended March 31, 2017 and 2016 (incorporated by reference to Exhibit 99.2 to Goldcorps Form
6-K
(Commission File
No. 001-12970),
furnished to the Commission on April 27, 2017).**
|
|
|
(a)(4)(i)
|
|
Prospectus (incorporated by reference to Goldcorps Registration Statement on Form
F-10
(Registration
No. 333-217392)
filed with the
Commission on April 20, 2017).**
|
|
|
(a)(5)(i)
|
|
Press Release dated April 20, 2017.*
|
|
|
(a)(5)(ii)
|
|
Outbound Calling Script*
|
|
|
(a)(5)(iii)
|
|
Question and Answer Script*
|
|
|
(a)(5)(iv)
|
|
Press Release dated April 26, 2017 - Goldcorp Reports First Quarter 2017 Results (incorporated by reference to Exhibit 99.1 to Goldcorps Form
6-K
(Commission File
No. 001-12970),
furnished to the Commission on April 27, 2017).**
|
**
|
Incorporated by reference.
|
11
Exeter Resource Corp. Ordinary Shares (Canada) (AMEX:XRA)
過去 株価チャート
から 11 2024 まで 12 2024
Exeter Resource Corp. Ordinary Shares (Canada) (AMEX:XRA)
過去 株価チャート
から 12 2023 まで 12 2024