Risk Factors
Probe Shareholders should carefully consider the risk factors relating to the Arrangement. Some of these risks include, but are not limited to: (i) the Arrangement Agreement may be terminated in certain circumstances, including in the event of a change having a Material Adverse Effect on Probe; (ii) there can be no certainty that all conditions precedent to the Arrangement will be satisfied; (iii) Probe will incur costs even if the Arrangement is not completed and may have to pay the Termination Fee; (iv) Probe directors and executive officers may have interests in the Arrangement that are different from those of the Probe Shareholders; (v) the New Probe Shares may not be listed; (vi) Probe Shareholders will receive a fixed number of Goldcorp Shares; (vii) owning Goldcorp Shares will expose Probe Shareholders to greater risks from foreign operations; (viii) Goldcorp and Probe may not integrate successfully; (ix) Tax risks if the New Probe Shares are not listed on a designated stock exchange; (x) the Arrangement may have adverse U.S. federal income tax consequences to U.S. Holders under the PFIC rules; and (xi) we expect that New Probe will be a PFIC for the current taxable year and may be a PFIC in subsequent years, which could have adverse U.S. federal income tax consequences for U.S. Holders.
