Goldcorp acquires additional interest in Probe from Agnico Eagle

TSX: G NYSE: GG

VANCOUVER , Jan. 21, 2015 /CNW/ - GOLDCORP INC. (TSX: G, NYSE: GG) is pleased to announce that it has entered into an agreement to purchase 7,320,200 common shares of Probe Mines Limited ("Probe") (PRB.V) and 2,347,951 warrants to purchase common shares of Probe from Agnico Eagle Mines Limited ("Agnico") (TSX & NYSE: AEM) for cash consideration of C$5.00 per common share and C$2.90 per warrant for an aggregate purchase price of approximately C$43 million . Each warrant is exercisable to purchase one common share of Probe at a price of C$2.10 until May 28, 2015 . The purchase of the Probe common shares and warrants is expected to close on or about January 28, 2015 .

"We are pleased to have received the support of Agnico in respect of our proposed acquisition of Probe," said Chuck Jeannes , Goldcorp's President and CEO. "With the acquisition of Agnico's common shares in Probe and the above warrants, Goldcorp now controls approximately 19.9% of Probe."

Goldcorp currently owns 8.4 million shares of Probe, representing 9.3% of the basic shares outstanding. Following the acquisition from Agnico, Goldcorp will own 15,720,200 Probe shares and 2,347,951 warrants, representing beneficial ownership of 18,068,151 Probe shares, or 19.9% on a partially-diluted basis. Goldcorp intends to vote the purchased shares and any additional Probe shares acquired on the exercise of the warrants in favor of a resolution approving the Plan of Arrangement pursuant to which Goldcorp proposes to acquire all of the outstanding common shares of Probe (the "Arrangement"). If the proposed Arrangement is approved by the shareholders of Probe and all necessary court approvals are obtained, Goldcorp will acquire 100% of the issued and outstanding Probe shares. Please refer to Goldcorp's news release dated January 19, 2015 for additional details regarding the proposed acquisition by Goldcorp of all the issued and outstanding common shares of Probe.

A copy of the early warning report filed by Goldcorp in connection with the purchase of the Probe shares and warrants will be available on the SEDAR website at www.sedar.com under Probe's profile or by contacting Goldcorp at the number shown below.

Acquisition of Probe

Under the proposed Arrangement, each common share of Probe not owned by Goldcorp will be exchanged for 0.1755 common shares of Goldcorp. In addition to the Goldcorp shares, shareholders of Probe will receive an interest in a new exploration company ("New Probe") which will own Probe's mineral properties in the Ring of Fire in Northern Ontario , as well as certain other assets currently owned by Probe and which will be capitalized with approximately $15 million in cash. Goldcorp will own approximately 9.3% of New Probe following completion of the Arrangement.

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 66⅔% of the Probe common shares voted at a special meeting of shareholders called to approve the transaction.