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Acquisitions

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Exeter Transaction

Goldcorp Inc. acquired all of the outstanding shares of Exeter Resource Corporation by an integrated two-stage acquisition process. Shareholders must determine which particular stage of the two stage acquisition process they participated with to understand the income tax result of their particular exchange of Exeter Resource Corporation common shares (“Exeter Shares”) for common shares of Goldcorp Inc. (“Goldcorp Shares”).

Some Exeter Shareholders exchanged their shares by the first stage of the acquisition process called the “Offer to Purchase” which is documented by an Offer to Purchase shareholder information circular dated for reference as 20 April 2017 and appearing on the Sedar website (www.sedar.com) under Exeter Resource Corporation with a posting date of 20 April 2017. After completion of the Offer to Purchase stage which ended 20 June 2017, Goldcorp had acquired 83.2% of the outstanding Exeter Shares.

The remaining Exeter Shareholders exchanged their shares by the second stage of the acquisition process called a court approved “Plan of Arrangement” which is documented by a Plan of Arrangement shareholder information circular dated for reference as 27 June 2017 and appearing on the Sedar website (www.sedar.com) under Exeter Resource Corporation with a posting date of 30 June 2017. After completion of the Plan of Arrangement stage which happened on 2 August 2017, Goldcorp increased its ownership of Exeter Shares to 100% from the 83.2% position held on 20 June 2017.

Tax Information for Former Shareholders of Exeter Resource Corporation

Each Exeter Shareholder must determine whether they participated in the Offer to Purchase stage or the Plan of Arrangement stage of the acquisition process, and then refer to that particular shareholder information circular for tax guidance about exchanging their Exeter Shares for Goldcorp shares.

Under either stage, Goldcorp issued Goldcorp Shares for Exeter Shares on the basis of 0.12 of a Goldcorp Share for each 1 Exeter Share. Fractional Goldcorp Shares were not issued. The aggregate number of Goldcorp Shares received by any particular Exeter Shareholder was rounded down to the next whole number.

If an Exeter Shareholder exchanged their Exeter Shares between the dates of 20 April 2017 and 23 June 2017, then that Exeter Shareholder was participating in the Offer to Purchase. The link below will show the Offer to Purchase shareholder information circular that needs to be reviewed with an income tax advisor and as further explained below under the heading “First Stage: exchanging Exeter Shares for Goldcorp Shares by Offer to Purchase”.

Offer to Purchase shareholder information circular – posted 20 April 2017

If an Exeter Shareholder exchanged their Exeter Shares on 2 August 2017, then that Exeter Shareholder was participating in the Plan of Arrangement. The link below will show the Plan of Arrangement shareholder information circular that needs to be reviewed with an income tax advisor and as further explained below under the heading “Second stage: exchanging Exeter Shares for Goldcorp Shares by Plan of Arrangement”.

Plan of Arrangement shareholder information circular – posted 30 June 2017

First Stage: exchanging Exeter Shares for Goldcorp Shares by Offer to Purchase

Exeter Shareholders participating in the Offer to Purchase should show the Offer to Purchase information circular to their income tax advisor. Refer to the tax language sections on pages 74 to 92. Capitalized terms used in this guidance not otherwise defined herein have the meaning set forth under the Glossary of Terms within the Offer to Purchase information circular.

Canadian Shareholders of Exeter Resource Corporation

Exeter Shareholders that are tax residents in Canada (“Resident Holders”) should refer to the Canadian tax guidance (pages 75 to 78) of the Offer to Purchase information circular to explain the possible Canadian income tax results of exchanging Exeter Shares for Goldcorp shares.

For Canadian federal income tax purposes, the Offer to Purchase is intended to qualify for the automatic non-recognition (tax rollover) of capital gains or losses by exchanging their Exeter Shares for Goldcorp Shares. Canadian income tax law is complex and Exeter Shareholders that are Resident Holders should consult their tax advisor and show the Canadian tax guidance set out in pages 75 to 78 of the Offer to Purchase information circular.

United States Shareholders of Exeter Resource Corporation

Exeter Shareholders that are tax residents in the United States (“U.S. Holders”) as defined in the Offer To Purchase information circular should refer to the United States tax guidance (pages 81 to 90) to explain the possible United States federal income tax results of exchanging Exeter Shares for Goldcorp Shares.

For United States federal income tax purposes, the Offer to Purchase, together with the subsequent acquisition of the remaining Exeter Shares in the following Plan of Arrangement, is intended to qualify as an integrated transaction treated as a reorganization so that U.S. Holders may qualify for the non-recognition of capital gains or losses by exchanging their Exeter Shares for Goldcorp Shares. United States federal income tax law is very complex and Exeter Shareholders that are U.S. Holders should consult their own tax advisor and show the United States tax guidance set out in pages 81 to 90 of the Offer to Purchase information circular.

The US Internal Revenue Service Tax Form 8937 called “Report of Organizational Actions Affecting Basis of Securities” is available by clicking on the link below.

IRS Form 8937

The Canadian federal income tax consequences to an Exeter Shareholder living in the United States is outlined on pages 78 to 81 of the Offer to Purchase information circular.

Chile taxation of 10% Holders of Exeter Resource Corporation stock

Exeter Shareholders that are not a tax resident of Chile are liable to a 35% Chile income tax on a gain realized by a Holder if that Exeter Shareholder, together with individuals or entities related to that Exeter Shareholder, disposes of a number of Exeter Shares that in the aggregate equals or exceeds 10% of the total outstanding number of Exeter Shares during a twelve-month period ending on the date of disposing of their Exeter Shares.

Page 92 of the Offer to Purchase information circular contains more details about the Chilean income tax obligations and the expanded meaning of individuals or entities related to an Exeter Shareholder. An Exeter Shareholder that might be potentially considered a 10% Holder should show page 92 of the Offer to Purchase information circular to their own tax advisor.

Shareholders of Exeter Resource Corporation living outside Canada and the United States

Exeter Shareholders that live outside Canada and the United States should consult their own tax advisor regarding their home country income tax implications arising with exchanging Exeter Shares for Goldcorp Shares under the Offer to Purchase.

The Canadian income tax consequences to an Exeter Shareholder living outside Canada and the United States is outlined on pages 78 to 81 of the Offer to Purchase information circular.

Second stage: exchanging Exeter Shares for Goldcorp Shares by Plan of Arrangement

Exeter Shareholders participating in the Plan of Arrangement should show the Plan of Arrangement information circular to their income tax advisor. Refer to the tax language sections on pages 43 to 59. Capitalized terms used in this guidance not otherwise defined herein have the meaning set forth under the Glossary of Terms within the Plan of Arrangement information circular.

Canadian Shareholders of Exeter Resource Corporation

Exeter Shareholders that are tax residents in Canada (“Resident Holders”) should refer to the Canadian tax guidance (pages 43 to 47) of the Plan of Arrangement information circular to explain the possible Canadian income tax results of exchanging Exeter Shares for Goldcorp shares.

For Canadian federal income tax purposes, the Plan of Arrangement is intended to qualify for the automatic non-recognition (tax rollover) of capital gains or losses by exchanging their Exeter Shares for Goldcorp Shares. Canadian income tax law is complex and Exeter Shareholders that are Resident Holders should consult their own tax advisor and show the Canadian tax guidance set out in pages 43 to 47 of the Plan of Arrangement information circular.

United States Shareholders of Exeter Resource Corporation

Exeter Shareholders that are tax residents in the United States (“U.S. Holders”) as defined in the Plan of Arrangement information circular should refer to the United States tax guidance (pages 49 to 58) to explain the possible United States federal income tax results of exchanging Exeter Shares for Goldcorp Shares.

For United States federal income tax purposes, the Offer to Purchase, together with this Plan of Arrangement is intended to qualify as an integrated transaction treated as a reorganization so that U.S. Holders may qualify for the non-recognition of capital gains or losses by exchanging their Exeter Shares for Goldcorp Shares. United States federal income tax law is very complex and Exeter Shareholders that are U.S. Holders should consult their own tax advisor and show the United States tax guidance set out in pages 49 to 58 of the Plan of Arrangement information circular.

The US Internal Revenue Service Tax Form 8937 called “Report of Organizational Actions Affecting Basis of Securities” is available by clicking on the link below.

IRS Form 8937

The Canadian federal income tax consequences to an Exeter Shareholder living in the United States is outlined on pages 47 to 49 of the Plan of Arrangement information circular.

Chile taxation of 10% Holders of Exeter Resource Corporation stock

Exeter Shareholders that are not a tax resident of Chile are liable to a 35% Chile income tax on a gain realized by a Holder if that Exeter Shareholder, together with individuals or entities related to that Exeter Shareholder, disposes of a number of Exeter Shares that in the aggregate equals or exceeds 10% of the total outstanding number of Exeter Shares during a twelve-month period ending on the date of disposing of their Exeter Shares.

Pages 58 to 59 of the Plan of Arrangement information circular contains more details about the Chilean income tax obligations and the expanded meaning of individuals or entities related to an Exeter Shareholder. An Exeter Shareholder that might be potentially considered a 10% Holder should show pages 58 to 59 of the Plan of Arrangement information circular to their own tax advisor.

Shareholders of Exeter Resource Corporation living outside Canada and the United States

Exeter Shareholders that live outside Canada and the United States should consult their own tax advisor regarding their home country income tax implications arising with exchanging Exeter Shares for Goldcorp Shares under the Plan of Arrangement.

The Canadian income tax consequences to an Exeter Shareholder living outside Canada and the United States is outlined on pages 47 to 49 of the Plan of Arrangement information circular.

Notice to all Shareholders of Exeter Resource Corporation

All Shareholders of Exeter Resource Corporation shares should consult their own tax advisors regarding the income tax consequences of the Offer to Purchase stage or the Plan of Arrangement stage of the integrated two-step acquisition process as it potentially applies to their own circumstances. Each Exeter Shareholder must determine whether they participated in the Offer to Purchase stage or the Plan of Arrangement stage of the acquisition process, and then refer to that particular shareholder information circular for tax guidance of exchanging Exeter Shares for Goldcorp shares. The tax language provided in the Offer to Purchase information circular and the Plan of Arrangement information circular (weblinks for each information circular provided above) should be helpful in the discussion with your tax advisor. Goldcorp is not responsible for the tax reporting obligations required by shareholders of Exeter Resource Corporation.

Offer Documents

News Releases

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Kaminak Acquisition

On July 19, 2016 Goldcorp Inc. (“Goldcorp”) completed the previously announced acquisition of Kaminak Gold Corporation (“Kaminak”) by way of a court-approved plan of arrangement (the “Arrangement”), pursuant to which Goldcorp acquired all of the issued and outstanding shares of Kaminak (“Kaminak Shares”). As consideration under the Arrangement, holders of Kaminak will receive, in respect of each Kaminak Share that they hold 0.10896 of a common share of Goldcorp (“Goldcorp Shares”).

Exchanging Kaminak Share(s)

If you hold your Kaminak shares through a broker or other person, please contact that broker or other person for instructions and assistance in receiving the Goldcorp Shares. If you are a registered holder of Kaminak Shares, in order to exchange your Kaminak Shares you must complete and return the Letter of Transmittal you should have received together with the certificate(s) representing your Kaminak Shares and any other required documents and instruments, to the depositary, AST Trust Company (Canada) in the return envelope you should have received in accordance with the instructions set out in the Letter of Transmittal. The Letter of Transmittal contains other procedural information related to the Arrangement and should be reviewed carefully.

Former Kaminak Shareholders who do not deposit with the Depositary a duly completed Letter of Transmittal and certificates representing their Kaminak Shares on or before the date that is six years after the Effective Date will be deemed to have abandoned and forfeited their Kaminak Shares and they will not receive any Consideration in exchange therefor; will not own any interest in Kaminak, or Goldcorp, and will not be paid any other compensation.

Summary

The Plan of Arrangement was implemented on 19 July 2016.

A Kaminak Shareholder should have received the following for each Kaminak Share held:

  • 0.10896 of a Goldcorp Share (received from Goldcorp).
  • Goldcorp Shares were delivered by (and received from) Goldcorp Inc. Fractional Goldcorp Shares were not issued, so the aggregate number of Goldcorp Shares you are entitled to receive was rounded down to the next whole number.

The estimated value of a whole Goldcorp Share is C$24.83 at the time of delivery by Goldcorp. This equals the closing price of a Goldcorp Share on the Toronto Stock Exchange on July 19, 2016.

Kaminak – Management Information Circular

Click to download the Circular

News Releases

July 19, 2016
Goldcorp Completes Acquisition of Kaminak

May 12, 2016
Goldcorp Announces Acquisition of Kaminak Gold Corporation

Tax Information for Former Shareholders of Kaminak Gold Corporation

For summary information about the tax considerations for former shareholders of Kaminak Gold Corporation that had their common shares of Kaminak Gold Corporation acquired by Goldcorp Inc. pursuant to the Plan of Arrangement (the “Arrangement”) implemented prior to the opening of the Toronto Stock Exchange on 19 July 2016, please refer to the tax language (pages 80 to 96) in the Kaminak Gold Corporation Notice of Special Meeting and Management Information Circular held on 12 July 2016 (“Kaminak Management Information Circular”) as posted on SEDAR on 13 June 2016. Capitalized terms used (and not otherwise defined herein) have the meanings set forth under the Glossary of Terms within the Kaminak Management Information Circular.

Click here to view the Kaminak Gold Management Information Circular

Summary

Pursuant to the Arrangement, Goldcorp acquired all of the issued and outstanding common shares of Kaminak from Kaminak Shareholders in exchange for consideration of 0.10896 common shares of Goldcorp for each issued and outstanding Kaminak Share. Goldcorp now owns 100% of the issued and outstanding Kaminak Shares.

Fractional Goldcorp Shares were not issued, so the aggregate number of Goldcorp Shares received by a particular Kaminak Shareholder was rounded down to the next whole number.

The estimated value of a whole Goldcorp Share is C$25.14 at the time of delivery by Goldcorp. This equals the closing price of a Goldcorp Share on the Toronto Stock Exchange on 18 July 2016.

Canadian Shareholders of Kaminak Gold Corporation

Kaminak Shareholders that are resident in Canada (“Resident Holders”) should refer to the Canadian tax guidance of the Kaminak Management Information Circular that explains the income tax result of exchange of Kaminak Gold Shares for Goldcorp Shares (pages 32 to 33, and pages 80 to 84).

Resident Holders automatically exchange Kaminak Shares for Goldcorp Shares pursuant to a tax-deferred share-for-share exchange under Section 85.1 of the Tax Act. No election is required to be filed with the Canada Revenue Agency by Resident Holders for the exchange. Refer to the tax language of the Kaminak Management Information Circular (pages 80 to 84) explaining the option to choose to recognize any portion of the capital gain (or capital loss) in respect of the exchange for Canadian federal and provincial income tax purposes.

United States Shareholders of Kaminak Gold Corporation

Kaminak Shareholders that are residents of the United States or “U.S. Holders” as defined in the Kaminak Management Information Circular should refer to the United States tax guidance (page 33, and pages 86 to 96) of the Kaminak Management Information Circular that explains the United States income tax results of the exchange of Kaminak Shares for Goldcorp Shares pursuant to the Arrangement (pages 88-91).

U.S. Holders should also refer to the Canadian tax guidance (pages 84 to 86) of the Kaminak Management Information Circular that explains the Canadian income tax results of the exchange of Kaminak Shares for Goldcorp Shares pursuant to the Arrangement (Page 85).

U.S. Holders might find helpful the US Internal Revenue Service tax Form 8937 called “Report of Organizational Actions Affecting Basis of Securities”. A link to the IRS tax form is below.

Click here to access Goldcorp prepared IRS Form 8937

Shareholders of Kaminak Gold Corporation residing outside Canada & United States

Kaminak Shareholders residing outside Canada and the United States should consult your own tax advisor regarding the local country tax implications from the Arrangement that was implemented prior to the opening of Canada’s Toronto Stock Exchange on 19 July 2016.

Please refer to the Canadian tax guidance of the Kaminak Management Information Circular that explains the Canadian income tax results for a non-resident of Canada in relation to the exchange of Kaminak Shares for Goldcorp Shares (pages 84 to 85).

Notice to all Shareholders of Kaminak Gold Corporation

All Kaminak Gold Shareholders should consult their own tax advisors regarding the income tax consequences of the Arrangement applicable to their particular circumstances. The tax language provided in the Kaminak Management Information Circular should be helpful in the discussions with their tax advisor. Goldcorp is not responsible for any tax reporting obligations required by Kaminak Gold Shareholders.

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Probe Acquisition

Tax Information for Former Shareholders of Probe Mines Limited

For summary information about the tax considerations for former shareholders of Probe Mines Limited that had their common shares of Probe Mines Limited acquired by Goldcorp Inc. pursuant to the Plan of Arrangement implemented prior to the opening of the Toronto Stock Exchange on 13 March 2015, please refer to the tax language (pages 12 to 13, and 53 to 68) in the Probe Mines Limited Notice of Meeting and Management Information Circular relating to the Special Meeting of Shareholders held on 11 March 2015 (“Probe Mines Management Information Circular”) as posted on SEDAR on 10 February 2015. Capitalized terms used (and not otherwise defined herein) have the meanings set forth under the Glossary of Terms within the Probe Mines Management Information Circular.

Click here to view the Probe Mines Management Information Circular

Summary

The Plan of Arrangement was implemented before the Toronto Stock Exchange opened on 13 March 2013.

A Probe Mines Shareholder should have received in two separate and sequential commercial steps the following for each Probe Mines Share held:

  • 1/3 of a New Probe Share (received as a distribution from Probe Mines), and
  • 0.1755 of a Goldcorp Share plus C$0.001 in Cash (received from Goldcorp).

The fraction of a New Probe Share was distributed by (and received from) Probe Mines. Fractional New Probe Shares were not issued, so the aggregate number of New Probe Shares you are entitled to receive was rounded down to the next whole number.

Goldcorp Shares and Cash were delivered by (and received from) Goldcorp Inc. Fractional Goldcorp Shares were not issued, so the aggregate number of Goldcorp Shares you are entitled to receive was rounded down to the next whole number. Aggregate Cash you are entitled to receive was rounded up to the next whole cent.

The estimated value of a whole Goldcorp Share is C$23.62 at the time of delivery by Goldcorp. This equals the closing price of a Goldcorp Share on the Toronto Stock Exchange on 12 March 2015.

The implicit estimated value of a whole New Probe Share is C$0.43 at the time of delivery by Probe Mines, based on implementation of the Plan of Arrangement and the $4.29 closing price of a Probe Mines Share on the Toronto (TSX Venture) Stock Exchange on 12 March 2015. New Probe Shares expect to begin trading on the Toronto (TSX Venture) Stock Exchange under the legal name of Probe Metals Inc.

Canadian shareholders of Probe Mines Limited

Probe Mines Shareholders residing in Canada should refer to the Canadian tax guidance (pages 12 to 13, and pages 53 to 60) of the Probe Mines Management Information Circular that explains the income tax results of:
a) distribution of New Probe Shares by Probe Mines (page 54), and
b) exchange of Probe Mines Shares for Goldcorp Shares and Cash (pages 55 to 58).

No taxable dividend should result to Probe Mines shareholders as mentioned on page 54 of the Probe Mines Management Information Circular because the aggregate estimated value of New Probe Shares distributed by Probe Mines should not have exceed the estimated aggregate paid-up capital of outstanding Probe Mines Shares at the time of distribution of the New Probe Shares.

Notice: The option for Canadian Probe Mines Shareholders to exchange Probe Mines Shares for Goldcorp Shares and Cash pursuant to a Section 85 Tax Election has now lapsed. Thus, the tax language of the Probe Mines Management Information Circular (pages 55 to 57) explaining the possibility of deferring Canadian federal and provincial income taxes is no longer an alternative available for use by a Canadian Probe Mines Shareholder.

United States shareholders of Probe Mines Limited

Probe Mines Shareholders residing within the United States should refer to the US tax guidance (page 13, and pages 61 to 68) of the Probe Mines Management Information Circular that explains the United States income tax results of:
a) distribution of New Probe Shares by Probe Mines (pages 61 to 68), and
b) exchange of Probe Mines Shares for Goldcorp Shares and Cash (pages 61 to 68).

United States citizens and United States resident shareholders might find helpful the US Internal Revenue Service tax Form 8937 called “Report of Organizational Actions Affecting Basis of Securities. A link to the IRS tax form is below.

Click here to access Goldcorp prepared IRS Form 8937

United States resident shareholders should also refer to the Canadian tax guidance (pages 58 to 60) of the Probe Mines Management Information Circular that explains the Canadian income tax results of:
a) distribution of New Probe Shares by Probe Mines (pages 58 to 59), and
b) exchange of Probe Mines Shares for Goldcorp Shares and Cash (pages 59 to 60).

Notice: The option for Non-Resident Probe Mines Shareholders to exchange Probe Mines Shares for Goldcorp Shares and Cash pursuant to a Section 85 Tax Election has now lapsed. Thus, the tax language of the Probe Mines Management Information Circular (pages 59 to 60) explaining the possibility of deferring Canadian federal and provincial income taxes is no longer an alternative for use by a Non-Resident Probe Mines Shareholder.

Shareholders of Probe Mines Limited residing outside Canada & United States

Probe Mines Shareholders residing outside Canada and the United States should consult your own tax advisor regarding the local country tax implications from the Plan of Arrangement that was implemented prior to the opening of Canada’s Toronto Stock Exchange on 13 March 2015.

Please refer to the Canadian tax guidance (pages 58 to 60) of the Probe Mines Management Information Circular that explains the Canadian income tax results for a non-resident of Canada in relation to:
a) distribution of New Probe Shares by Probe Mines (pages 58 to 59), and
b) exchange of Probe Mines Shares for Goldcorp Shares and Cash (pages 59 to 60).

Notice: The option for Non-Resident Probe Mines Shareholders to exchange Probe Mines Shares for Goldcorp Shares and Cash pursuant to a Section 85 Tax Election has now lapsed. Thus, the tax language of the Probe Mines Management Information Circular (pages 59 to 60) explaining the possibility of deferring Canadian federal and provincial income taxes is no longer an alternative for use by a Non-Resident Probe Mines Shareholder.

Notice to all shareholders of Probe Mines Limited

All shareholders of Probe Mines should consult their own tax advisors regarding the income tax consequences of the Plan of Arrangement applicable to their particular circumstances. The tax language provided in the Probe Mines Management Information Circular should be helpful in the discussions with your tax advisor. Goldcorp is not responsible for the tax reporting obligations required by the shareholders of Probe Mines Limited.

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