Goldcorp has offered to acquire Osisko in an all-stock transaction. Based on the decline in Goldcorp's share price, the transaction now values Osisko at $5.80 per share, below the original offer price. For Osisko shareholders to see no dilution based on proven reserves, EBITDA, or measured resources, Goldcorp would need to increase its offer price to between $6.16-$10.30 per share. Morrison Park Advisors' analysis concludes the transaction would reduce Osisko shareholders' leverage to gold and dilute the value of Osisko's metal reserves and resources per share by 5-48% based on different valuation metrics.

1. Transaction Analysis
Goldcorp’s Offer for Osisko
Updated for Jan 15, 2014

2. Update Comments
Based on the 4% decline of Goldcorp’s share price since the date of the announcement, the terms of the offer now
value Osisko at $5.80 per share, $0.15 below the original offer.
Goldcorp needs to raise the offer price to at least $6.16/share (assuming cash portion stays the same) to eliminate
dilution to Osisko shareholders on the proven & probable (“P&P”) reserves as well as on the basis of the Last 12
Months (to September 30, 2013) EBITDA.
To remove dilution on the measured and indicated resources (including the P&P reserves), Goldcorp would need to
offer at least $8.62 per share (assuming cash portion stays the same).
On the basis of 3rd quarter annualized EBITDA, Goldcorp would have to raise price up to $10.30/share (again
assuming cash portion stays the same).
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3. Original Analysis Summary
Morrison Park Advisors’ analysis of the transaction to acquire Osisko, as proposed by Goldcorp, concludes that it
would have the following impacts to the shareholders of Osisko from a financial point of view.
•
Reduced leverage to Gold
• Osisko shareholders will represent only 7% of Goldcorp after the transaction.
• Osisko’s metal content will go from 100% precious metals to only 78% precious metals and 22% base metals.
•
Reduced metal value per share
• At current commodity prices Osisko has Proven & Probable (P&P) reserves with a gross metal value of $26/share
• The P&P metal value would fall to $24/share pro-forma a transaction with Goldcorp representing 5% dilution to
Osisko shareholders.
• Measured & Indicated (M&I) resources (inclusive of P&P), currently have a gross metal value of $54/share.
• The P&P metal value would fall to $34/share pro-forma a transaction with Goldcorp representing 36% dilution to
Osisko shareholders.
•
Dilutive on an EBITDA basis
• On an attributable EBITDA per share basis (adjusting for debt net of cash), Osisko generated $0.51/share over the
12 months ending September 30, 2013.
• On a pro-forma basis, the transaction would reduce this to $0.48/share equating to 5% dilution for Osisko
shareholders.
• Alternatively, based on annualizing Osisko’s third quarter EBITDA, the company would generate $0.48/share on a
stand-alone basis.
• Pro-forma a Goldcorp transaction, Osisko shareholder’s would effectively be diluted to $0.25/share on an
annualized EBITDA basis reflecting 48% dilution.
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6. TRANSACTION ANALYSIS
Resource Accretion / Dilution Goldcorp
Osisko
NewCo
Proven & Probable
Goldcorp
Osisko
NewCo
Proven & Probable
Measured & Indicated
Goldcorp
Osisko
NewCo
Total
Gross Metal Value
Gold
-
Silver
Lead
Zinc
Copper
Total Metal
US$M
US$M
US$M
US$M
US$M
83,917
12,635
96,552
116,268
26,646
142,914
148,694
34,277
182,971
23,637
5,629
12,994
19,111
145,288
12,635
23,637
5,629
12,994
19,111
157,923
31,257
7,361
18,015
22,280
195,180
26,646
31,257
7,361
18,015
22,280
221,827
33,524
7,733
18,748
34,766
243,465
34,277
33,524
7,733
18,748
34,766
277,743
Relative Contribution
Total Metal
Enterprise Value
92.0%
92.0%
8.0%
8.0%
88.0%
92.0%
12.0%
8.0%
87.7%
92.0%
12.3%
8.0%
0.0%
0.0%
4.0%
-4.0%
-4.4%
4.4%
M
812
445
877
812
445
877
M
872
494
944
872
494
944
US$/sh
167
167
26
24
224
235
54
34
Difference
Metal Value per share
Shares Outstanding
Shares Adjusted
(2)
Total Metal Value
Pro-forma Tansaction
US$/sh
Accretion / Dilution
Metal / Share
Goldcorp
Osisko
0.4%
-4.6%
Goldcorp
Osisko
NewCo
812
445
877
494
279
294
Goldcorp
Osisko
5%
-36%
872
944
69
43
Goldcorp
Osisko
5%
-38%
EV/Resource Multiple
Gold Equiv. (at market) US$/oz
U
Gold Equiv. (at offer Price) S$/oz
175
175
226
258
181
130
130
107
122
129
104
104
83
95
103
(2) Shares outstanding are adjusted by issuing an amount, at market price, required to eliminate all debt net of cash.
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8. Disclosures
The content in this document is provided as general information only and should not be taken as investment advice. All, or any, information in this
document shall not be construed as a recommendation to buy or sell any security or financial instrument, or to participate in any particular trading or
investment strategy, or to vote in favour or against a transaction, or to tender or not to tender into a transaction. The analysis and ideas expressed in
this document is based solely on public information and the opinions of the author and do not necessarily represent the opinions of sponsors or firms
affiliated with the author. The author may or may not have a position in any company referenced in this document. Any action that you take as a result
of information, or analysis in this document is ultimately your responsibility. The author’s opinions are subject to change without notice. This document
is for informational purposes only and should not be considered as investment advice or a recommendation of any particular security, strategy or
investment product. The charts and comments are only the author’s view and aren’t recommendations to buy or sell any security. All material
presented herein is believed to be reliable but we cannot attest to its accuracy. The information contained herein (including historical prices or values)
has been obtained from sources that are considered to be reliable; however, we make no representation as to, or accepts any responsibility or liability
for, the accuracy or completeness of the information contained herein or any decision made or action taken by you or any third party in reliance upon
the data and analysis. Opinions expressed in this document may change without prior notice. No representation is made that the information and
analysis in this document is accurate or complete. This document is not an offer to buy or sell or a solicitation of an offer to buy or sell the securities
mentioned. This information is based on hypothetical assumptions and is intended for illustrative purposes only.
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