FORM
6-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For
the
month of December 2005
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Goldcorp
Inc.
(Translation
of registrant's name into English)
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Suite
1560, 200 Burrard Street
Vancouver,
British Columbia V6C 3L6 Canada
(Address
of principal executive offices)
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Indicate
by check mark whether the registrant files or will file annual reports
under
cover Form 20-F or Form 40-F.
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Form
20-F
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....[ ].....
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Form
40-F
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....[X]....
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ____
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Note:Regulation
S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if
submitted solely to provide an attached annual report to security
holders.
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as
permitted
by Regulation S-T Rule 101(b)(7): ____
| Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. |
Indicate
by check mark whether by furnishing the information contained in this Form,
the
registrant is also thereby furnishing the information to the Commission
pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
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Yes
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[
]
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No | [X] |
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
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Suite
1560 - 200 Burrard St.
Vancouver,
BC, V6C 3L6
Tel:
(604) 696-3000
Fax:
(604) 696-3001
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Toronto
Stock
Exchange: G
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New
York Stock Exchange:GG
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GOLDCORP
TO ACQUIRE ÉLÉONORE GOLD PROJECT FROM VIRGINIA GOLD
Vancouver,
BC, December 5, 2005
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Goldcorp Inc. (“Goldcorp”) (GG:NYSE; G:TSX) today announced that it has entered
into an agreement with Virginia Gold Mines Inc. (“Virginia”) (VIA:TSX) to
acquire Virginia’s Éléonore
gold project pursuant to a plan of arrangement involving
Virginia. The
transaction will combine Goldcorp’s operational and financial strength with
Virginia’s world class exploration asset, the Éléonore
gold project in James Bay, Québec.
“Éléonore
is a unique and significant property located in the core
of what Goldcorp
believes is one of the most promising new gold districts
in North
America,”
said
Ian Telfer, President and Chief Executive Officer of Goldcorp.
“The incredible
success that Virginia has had in the short time since discovery
in late 2004,
when combined with accessible infrastructure and a mining
friendly regulatory
environment, reinforce the quality of this asset. Of the
212 drill holes
completed to date on the entire property, over 70% have
reported assays greater
than 10 grams of gold per tonne, and the principal Roberto
deposit remains open
in both strike and depth. Goldcorp plans to continue aggressive
exploration and
development on Éléonore,
with resource and scoping studies to be initiated early
in 2006.”
“All
of
us at Virginia wanted to see Éléonore developed by a qualified and experienced
mine development team and Goldcorp with their Canadian
expertise is without any
doubt one of the best in the industry,” said André Gaumond, President of
Virginia.
Based
on
the
10
day
weighted
average trading price for Goldcorp’s common shares on the Toronto Stock Exchange
of Cdn$24.70, the transaction values the Éléonore
gold project at approximately US$420 million. Goldcorp
will issue 19.6 million
common shares pursuant to the transaction, representing
approximately 5% of the
359.5 million common shares outstanding after giving effect
to this
transaction.
Completion
of the transaction is subject to entering into definitive
agreements, approval
by Virginia shareholders and the receipt of regulatory
approvals, including the
approval of the Toronto Stock Exchange. Goldcorp expects
that the transaction
will close in the first quarter of 2006.
The
Board
of Directors of each company have unanimously approved
the transaction. The
Board of Directors of Virginia has received an opinion
from Orion Securities
Inc. that the transaction is fair, from a financial point
of view, to Virginia
shareholders. Officers and directors of Virginia have entered
into lock-up and
support arrangements with Goldcorp under which they have
agreed to vote in
favour of the transaction. Virginia
has agreed to pay Goldcorp a break
fee
equal
to
4% of Virginia’s market capitalization,
calculated on a fully-diluted basis,
in the
event that the transaction is not completed in certain
circumstances.
- 2 -
Under
the
agreement, shareholders of Virginia will receive 0.4 of
a Goldcorp common share
and 0.5 of a share in a new public exploration company
(“New Virginia”) for each
issued and outstanding Virginia share. Virginia will be
acquired by Goldcorp and
will retain the Éléonore
project. New Virginia will hold all other assets of Virginia,
including net
working capital, cash
to
be received prior to closing from the exercise of Virginia
options and warrants,
its
non-Éléonore
exploration assets and a sliding scale 2% net smelter return
royalty on the
Éléonore
project.
In
addition, the holders of Virginia warrants will receive
warrants of Goldcorp and
New Virginia, based on applicable exchange ratios, in exchange
for such Virginia
warrants, and all stock options or other rights to subscribe
for unissued
securities of Virginia will either be exercised or terminated.
In
connection with this transaction, Goldcorp also has the
right to subscribe for
up to 5% of New Virginia’s common shares with warrants to enable Goldcorp to
acquire up to an additional 2%. Pricing of the shares and
the warrants will be
determined in the context of the market.
Goldcorp
is the world’s lowest cost and fastest growing million ounce gold producer.
Gold
production in 2006 is expected to exceed 1.4 million ounces
at a cash cost of
less than US$100 per ounce. Goldcorp has approximately
US$400 million in cash
and equivalents, no debt and no hedging.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains “forward-looking statements”, within the meaning of the
United States Private Securities Litigation Reform Act
of 1995 and applicable
Canadian securities legislation, concerning the business,
operations and
financial performance and condition of each of Goldcorp
Inc. Forward-looking
statements include, but are not limited to, statements
with respect to the
future price of gold, silver and copper, the estimation
of mineral reserves and
resources, the realization of mineral reserve estimates,
the timing and amount
of estimated future production, costs of production, capital
expenditures, costs
and timing of the development of new deposits, success
of exploration
activities, permitting time lines, currency exchange rate
fluctuations,
requirements for additional capital, government regulation
of mining operations,
environmental risks, unanticipated reclamation expenses,
title disputes or
claims and limitations on insurance coverage. Generally,
these forward-looking
statements can be identified by the use of forward-looking
terminology such as
“plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”,
“estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or
“believes”, or variations of such words and phrases or state that
certain
actions, events or results “may”, “could”, “would”, “might” or “will be taken”,
“occur” or “be achieved”. Forward-looking statements are subject to known and
unknown risks, uncertainties and other factors that may
cause the actual
results, level of activity, performance or achievements
of Goldcorp to be
materially different from those expressed or implied by
such forward-looking
statements, including but not limited to: risks related
to the integration of
acquisitions; risks related to international operations;
risks related to joint
venture operations; actual results of current exploration
activities; actual
results of current reclamation activities; conclusions
of economic evaluations;
changes in project parameters as plans continue to be refined;
future prices of
gold, silver and copper; possible variations in ore reserves,
grade or recovery
rates; failure of plant, equipment or processes to operate
as anticipated;
accidents, labour disputes and other risks of the mining
industry; delays in
obtaining governmental approvals or financing or in the
completion of
development or construction activities, as well as those
factors discussed in
(a) the section entitled “Description of the Business - Risk Factors” in
Goldcorp’s Form 40-F for the year ended December 31, 2004 on file
with the
Securities and Exchange Commission in Washington, D.C.,
and (b) the section
entitled “Description of the Business - Risk Factors” in Wheaton River Minerals
Ltd.’s Form 40-F for the year ended December 31, 2004 on file
with the
Securities and Exchange Commission in Washington, D.C.
Although Goldcorp has
attempted to identify important factors that could cause
actual results to
differ materially from those contained in forward-looking
statements, there may
be other factors that cause results not to be as anticipated,
estimated or
intended. There can be no assurance that such statements
will prove to be
accurate, as actual results and future events could differ
materially from those
anticipated in such statements. Accordingly, readers should
not place undue
reliance on forward-looking statements. Goldcorp does not
undertake to update
any forward-looking statements that are incorporated by
reference herein, except
in accordance with applicable securities laws.
For
further information, please contact:
Julia
Hasiwar
Director,
Investor Relations
Goldcorp
Inc.
1560-200
Burrard Street
Vancouver,
British Columbia, V6C 3L6
Telephone:
(604) 696-3011
Fax:
(604) 696-3001
e-mail:
info@goldcorp.com
website:
www.goldcorp.com
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| GOLDCORP INC. | ||
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Date: December
5, 2005
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Name: Anna M. Tudela |
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Title:
Assistant Corporate Secretary and Manager,
Legal
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