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EXHIBIT 1
MATERIAL CHANGE REPORT
1. REPORTING ISSUER
GOLDCORP INC.
145 King Street West, Suite 2700
Toronto, Ontario M5H 1J8
2. DATE OF MATERIAL CHANGE
November 1, 2000
3. PRESS RELEASES
A joint press release relating to the approval by the shareholders of
Goldcorp Inc. and CSA Management Inc. of a plan of arrangement (the
"Arrangement") was issued in Toronto on October 31, 2000.
A joint press release relating to certain amendments to a proposed
Shareholder Rights Plan to become effective in connection with the
Arrangement was issued in Toronto on October 27, 2000.
4. SUMMARY OF MATERIAL CHANGE
Pursuant to an arrangement agreement (the "Arrangement Agreement") made as
of September 29, 2000, CSA Management ("CSA") and Goldcorp Inc.
("Goldcorp") agreed to complete a statutory plan of arrangement under
Section 182 of the Business Corporations Act (Ontario) (the "OBCA")
pursuant to which CSA and Goldcorp would amalgamate and continue under the
name "Goldcorp Inc." ("New Goldcorp").
A joint management information circular was sent to the shareholders of CSA
and Goldcorp on September 29, 2000. On October 18, 2000, CSA and Goldcorp
announced that they would mail a Supplement to the joint management
information circular ("Supplement to the Circular"). The Supplement to the
Circular included a copy of an amended court order providing for the voting
procedure to approve the New Goldcorp Stock Option Plan, additional
information relating to the coattails attached to the shares of CSA and
Goldcorp and an expanded discussion of the deliberations of the Independent
Committees of both CSA and Goldcorp. On October 27, 2000, CSA and Goldcorp
announced that they decided to make amendments to the Shareholder Rights
Plan of New Goldcorp and such changes are outlined in the press release of
that date.
The Arrangement was approved by the shareholders of CSA and Goldcorp on
October 30, 2000 and by the Ontario Superior Court of Justice on October
31, 2000. A Certificate of Arrangement was issued by the Director appointed
under the OBCA effective November 1, 2000 (the "Effective Date").
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Under the Arrangement, all of the shares in Goldcorp held by CSA were
cancelled by operation of law without any repayment of capital and all of
the holders of shares in CSA and Goldcorp, other than CSA, received common
shares in New Goldcorp. The formula for the conversion of CSA stock options
is outlined in paragraph 5(b) below.
Upon the implementation of the Arrangement, each of the CSA stock options
and Goldcorp stock options outstanding immediately prior to the Effective
Date entitled the holders thereof to purchase New Goldcorp common shares.
Upon the implementation of the Arrangement, each outstanding Goldcorp
warrant entitling the holder to purchase Class A subordinate voting shares
was exchanged for a warrant in New Goldcorp, entitling the holder to
purchase one Goldcorp common share at the same exercise price and with the
same expiry period, and otherwise on the terms and conditions applicable to
the existing warrant.
Immediately following the amalgamation of Goldcorp and CSA, upon the
implementation of the Arrangement, the shareholder rights plan (the
"Shareholder Rights Plan") dated November 1, 2000 between Goldcorp and
Montreal Trust Company of Canada became effective, subject to certain
amendments made thereto, attached hereto as Schedule "A".
At the special meetings of Goldcorp and CSA shareholders held October 30,
2000 for the purpose of approving the Arrangement, the shareholders of each
Goldcorp and CSA approved the New Goldcorp Stock Option Plan (the "Stock
Option Plan").
5. FULL DESCRIPTION OF MATERIAL CHANGES
Pursuant to an Arrangement Agreement made as of September 29, 2000, CSA and
Goldcorp agreed to complete a statutory plan of arrangement under Section
182 of the OBCA pursuant to which CSA and Goldcorp would amalgamate and
continue under the name New Goldcorp.
Under the Arrangement, all of the shares in Goldcorp held by CSA were
cancelled by operation of law without any repayment of capital and all of
the holders of shares in CSA and Goldcorp, other than CSA, received common
shares in New Goldcorp on the following basis:
- 2.10 New Goldcorp common shares for each CSA Class A non-voting share;
- 6.00 New Goldcorp common shares for each CSA Class B share;
- 1.00 New Goldcorp common share for each Goldcorp Class A subordinate
voting share; and
- 1.25 New Goldcorp common shares for each Goldcorp Class B share.
No fractional New Goldcorp common shares were issued in connection with the
Arrangement.
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(A) COMMON SHARES
Pursuant to the Arrangement, upon the amalgamation of Goldcorp and CSA to
form New Goldcorp, issued and outstanding shares in the capital of CSA and
Goldcorp (other than shares in Goldcorp held by CSA) were exchanged for
common shares in New Goldcorp on the basis noted above. The New Goldcorp
common shares are listed on The Toronto Stock Exchange and the New York
Stock Exchange.
(B) STOCK OPTION PLAN
Upon implementation of the Arrangement, the Stock Option Plan became
effective. The Stock Option Plan authorizes for issuance options to acquire
an aggregate of 8,000,000 New Goldcorp common shares, which is
approximately 3.7 million shares less than the aggregate number of shares
authorized under the CSA stock option plan and the Goldcorp stock option
plan, had the plans been combined under the Arrangement. The Stock Option
Plan limits the annual grants to directors and thus eliminates any
potential conflict of interest.
Pursuant to the Arrangement, each CSA stock option entitles the holder
thereof to purchase, in the aggregate, such number of New Goldcorp common
shares as is equal to the number of CSA shares subject to such CSA stock
option, multiplied by 2.1. The exercise price per New Goldcorp common share
is equal to the exercise price of the related CSA stock option in effect
immediately prior to the Effective Date, divided by 2.1. The term to
expiry, conditions to and manner of exercising, vesting schedule, status
under applicable laws and all other terms and conditions of each CSA stock
option remains unchanged.
Each Goldcorp stock option entitles the holder thereof to purchase, in the
aggregate, such number of New Goldcorp common shares as is equal to the
number of Goldcorp shares subject to the Goldcorp stock option. The
exercise price, the term to expiry, conditions to and manner of exercising,
vesting schedule, status under applicable laws and all other terms and
conditions of each Goldcorp stock option remains unchanged.
Of the 8,000,000 authorized options under the Stock Option Plan,
approximately 5.1 million of the options, representing currently
outstanding CSA stock options and Goldcorp stock options, are considered to
have been granted and approximately 2.9 million of the options are
unreserved.
(C) GOLDCORP WARRANTS
Prior to the Effective Date, Goldcorp had 3,000,000 warrants outstanding.
Each Goldcorp warrant entitled the holder to acquire one Goldcorp Class A
subordinate voting share, at any time on or before 5 p.m. (Toronto time) on
May 13, 2009, at a price of Cdn.$20 per share. Under the Arrangement, each
Goldcorp warrant entitles the holder to receive one New Goldcorp warrant,
which entitles the holder to purchase one New Goldcorp common share at the
same exercise price and for the same expiry period, and otherwise on the
same terms and conditions applicable to the Goldcorp warrants. New Goldcorp
has entered into a supplemental indenture with Montreal Trust Company of
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Canada as the warrant trustee providing for the New Goldcorp warrants. The
New Goldcorp warrants are listed on The Toronto Stock Exchange.
(D) SHAREHOLDER RIGHTS PLAN
As part of the Arrangement, the shareholders of each of CSA and Goldcorp
were asked to approve the Shareholder Rights Plan to encourage fair
treatment of all New Goldcorp's shareholders in the event of a take-over
bid and to provide shareholders and the board of directors (the "Board")
more time to fully consider any unsolicited take-over bid for New Goldcorp
and, if appropriate, to allow the Board more time to pursue other
alternatives to maximize shareholder value. The proposed form of
Shareholder Rights Plan was circulated to the shareholders with the joint
management information circular.
Prior to the special meeting of shareholders held on October 30, 2000, CSA
and Goldcorp announced on October 27, 2000 that they had made certain
amendments to the Shareholder Rights Plan in response to concerns raised
about certain aspects of the Shareholder Rights Plan.
The shareholders of each of CSA and Goldcorp approved the Arrangement,
which included the Shareholder Rights Plan.
6. RELIANCE ON SECTION 74(3) OF THE ONTARIO SECURITIES ACT OR EQUIVALENT
PROVISIONS
Not applicable.
7. OMITTED INFORMATION
Not applicable.
8. SENIOR OFFICER
For further information please contact Victoria K. Russell, Vice President,
Legal Services at (416) 865-0326.
9. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material changes referred to herein.
DATED at Toronto this 10th day of November, 2000.
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GOLDCORP INC.
By: "Victoria K. Russell"
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Victoria K. Russell
Vice President, Legal Services
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SCHEDULE "A"
