OREANDA-NEWS. GOLDCORP INC. (TSX: G, NYSE: GG) and Probe Mines Limited ("Probe") (TSX-V: PRB) today announced an agreement whereby Goldcorp will acquire, through a friendly plan of arrangement (the "Arrangement"), all the outstanding shares of Probe. The total consideration for the purchase is approximately CAD 526 million.

Under the Arrangement, each common share of Probe not owned by Goldcorp will be exchanged for 0.1755 common shares of Goldcorp. Goldcorp currently owns 8.4 million shares of Probe representing 9.3% of the basic shares outstanding. Based on the closing price of Goldcorp's common shares on the TSX on January 16, 2015, the transaction values each Probe share at CAD 5.00. The consideration received by Probe shareholders represents a 49% premium to the closing price of Probe on January 16, 2015. The number of Goldcorp shares to be issued will be approximately 17 million based on the issued and outstanding shares as of the announcement date, but will be subject to adjustment depending on the number of options and warrants exercised under the Arrangement. The transaction is expected to close in late March, 2015.

In addition to the Goldcorp shares, shareholders of Probe will receive an interest in a new exploration company ("New Probe") containing Probe's mineral properties in the Ring of Fire in Northern Ontario, as well as CAD 15 million in cash and certain other assets currently owned by Probe. Goldcorp will own approximately 9.3% of New Probe following completion of the transaction and looks forward to supporting New Probe in the execution of its business plan.

Probe's principal asset is the 100%-owned Borden Gold project located near Chapleau in Ontario, approximately 160 kilometers west of Goldcorp's Porcupine mine. Comprising 70 kilometers of contiguous claims in a core district for Goldcorp, the highly-prospective Borden Gold project currently has reported underground constrained indicated resources of 1.6 million ounces of gold (9.3Mt @ 5.39g/t) and inferred resources of 0.4 million ounces of gold (3Mt @ 4.37g/t) at a 2.5g/t gold cut-off grade. The deposit remains open along strike and at depth.

"This transaction is consistent with Goldcorp's longstanding strategy of securing growth opportunities in and around our existing districts with a focus on low-cost, high-quality gold production," said Chuck Jeannes , Goldcorp's President and CEO. "Borden is a high-quality deposit that is mineable through conventional underground mining methods. 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. Transporting ore to Porcupine would significantly reduce capital costs and permitting requirements compared to a stand-alone development while delivering higher-grade gold production to Porcupine within a relatively short development period. In combination with the recently-announced sale of the Wharf mine, this strategic acquisition is the latest example of our commitment to upgrading the quality of Goldcorp's overall asset portfolio."

The Arrangement has been approved by the boards of directors of Goldcorp and Probe and will be subject, among other things, to the favourable vote of 66 2/3% of the Probe common shares voted at a special meeting of shareholders called to approve the transaction. Officers, directors and certain shareholders of Probe representing approximately 4.6% of Probe's outstanding shares have entered into lock-up and support arrangements with Goldcorp under which they have agreed to vote in favour of the transaction. BMO Capital Markets has provided an opinion to the Probe Board of Directors that the consideration offered is fair, from a financial point of view, to Probe's shareholders.

In the event that the transaction is not completed, Probe has agreed to pay Goldcorp a termination fee equal to CAD 18.4 million, under certain circumstances. Probe has also provided Goldcorp with certain other customary rights, including a right to match competing offers.