Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

 

For the month of December, 2024

 

Commission File Number 001-13422

 

AGNICO EAGLE MINES LIMITED

(Translation of registrant’s name into English)

 

145 King Street East, Suite 400, Toronto, Ontario M5C 2Y7

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ¨     Form 40-F x

 

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): ¨

 

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.

 

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 the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ¨    No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                      .

 

 

 

 

 

EXHIBITS

 

Exhibit No.	Exhibit Description
99.1	Press Release dated December 12, 2024 announcing the Corporation’s proposed acquisition of O3 Mining Inc. in friendly transaction.
99.2	Press Release dated December 12, 2024 announcing supporting shareholder for the Corporation’s proposed acquisition of O3 Mining Inc.
99.3	Press Release dated December 19, 2024 announcing the commencement of the Corporation’s Friendly All-Cash Offer to Acquire O3 Mining Inc.

 

SIGNATURES

 

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.

 

	AGNICO EAGLE MINES LIMITED
	(Registrant)
Date: 12/23/2024	By:	/s/ Chris Vollmershausen
		Chris Vollmershausen
		Executive Vice-President, Legal, General Counsel & Corporate Secretary

 

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Exhibit 99.1

 

 

JOINT NEWS RELEASE

 

Agnico Eagle to Acquire O3 Mining in Friendly Transaction

 

·

All cash offer of $1.67 per share representing a 58% premium to O3 Mining's closing price on December 11, 2024

 

·

Offer unanimously recommended by Board and Special Committee of O3 Mining and supported by shareholders representing 22% of outstanding shares of O3 Mining

 

(All amounts expressed in Canadian dollars unless otherwise noted)

 

TORONTO – December 12, 2024 – Agnico Eagle Mines Limited (NYSE: AEM, TSX: AEM) ("Agnico Eagle") and O3 Mining Inc. (TSXV: OIII, OTCQX: OIIIF) ("O3 Mining") are pleased to jointly announce that they have entered into a definitive support agreement (the "Definitive Agreement"), pursuant to which Agnico Eagle has agreed to offer to acquire, directly or indirectly, all of the outstanding common shares of O3 Mining (the "Common Shares") at $1.67 per Common Share in cash by way of a take-over bid (the "Offer"). The Offer is valued at approximately $204 million on a fully diluted in-the-money basis.

 

The Premium Cash Offer

 

The offer price of $1.67 per Common Share represents a premium of 57% to the volume weighted average price of the Common Shares on the TSX Venture Exchange for the 20-day period ended December 11, 2024 (the last trading day prior to announcement of the Offer).

 

O3 Mining's primary asset is its 100%-owned Marban Alliance property located near Val d'Or, in the Abitibi region of Québec, and is adjacent to Agnico Eagle's Canadian Malartic complex. The Marban Alliance property includes the Marban deposit, which is an advanced exploration project that could support an open pit mining operation similar to Agnico Eagle’s Barnat open pit operations at the Canadian Malartic complex. O3 Mining has estimated that the Marban pit contains 52.4 million tonnes of indicated mineral resources grading 1.03 g/t gold for 1.7 million ounces of gold and 1.0 million tonnes of inferred mineral resources grading 0.97 g/t gold for 32 thousand ounces of gold (effective date of February 27, 2022). O3 Mining also owns 100% of the Alpha property and 100% of the Kinebik property.

 

The potential integration of the Marban Alliance property to the Canadian Malartic land package will create significant and unique synergies by leveraging Agnico Eagle’s regional operational expertise and existing infrastructure, including the Canadian Malartic mill and existing open pit workforce and equipment fleet.

 

Agnico Eagle's President and Chief Executive Officer, Mr. Ammar Al-Joundi commented: "Consistent with our regional strategy, this transaction is a tuck-in of the Marban deposit to our Canadian Malartic complex. The Marban deposit is expected to be complementary to other “Fill-the-Mill” opportunities at Canadian Malartic, further improving the production profile at a long-life world class asset. Our extensive operation, exploration and community experience is expected to enhance the value generated from the Marban Alliance property and unlock further potential at our Abitibi platform. We are looking forward to working with our partners and all stakeholders in the region as we continue to advance this opportunity”.

 

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O3 Mining's President and Chief Executive Officer, Mr. José Vizquerra commented: "The all-cash offer at a significant premium to market is an excellent outcome for our shareholders and is validation of the efforts made by the O3 Mining team. Having diligently advanced the Marban Alliance project over the past five years, the timing is right for O3 Mining to sell to a more experienced operator that can efficiently navigate the project through permitting and construction. This represents a substantial non-dilutive alternative to shareholders. We believe Agnico Eagle is the gold standard in the precious metals space – it not only has the financial strength and the mining expertise to advance the Marban Alliance project, but shares our commitment to work in partnership with stakeholders in a socially responsible manner. Today's Offer represents a significant milestone for O3 Mining, and I would like to thank our employees, shareholders, First Nations partners, community partners and the Province of Québec for their support over the years."

 

Transaction Details

 

Agnico Eagle, through a wholly-owned subsidiary, Agnico Eagle Abitibi Acquisition Corp. (the "Offeror"), intends to formally commence the Offer by mailing a take-over bid circular to O3 Mining shareholders on or about December 19, 2024, and O3 Mining's directors' circular is also expected to be mailed to O3 Mining shareholders on or about that date. The Offer will be open for acceptance for a minimum of 35 days following the date of commencement. Accordingly, the Offer will be open for acceptance until 5:00 p.m. (Toronto time) on January 23, 2025.

 

Special Committee and Board Recommendations

 

The Board of Directors of O3 Mining (the "Board"), having received a unanimous recommendation from a special committee comprised solely of independent directors of O3 Mining (the "Special Committee") and after receiving outside legal and financial advice, is recommending that O3 Mining shareholders tender their Common Shares and accept the Offer. The recommendation of the Board is supported by fairness opinions provided by Fort Capital Partners ("Fort Capital") to the Board and Special Committee and by Maxit Capital LP ("Maxit Capital") to the Board, each stating that the Offer is fair, from a financial point of view, to O3 Mining shareholders (other than Agnico Eagle and its affiliates).

 

Conditions

 

The Offer is conditional upon, among other conditions, there having been deposited pursuant to the Offer and not withdrawn at the expiry of the initial deposit period not less than two-thirds of the Common Shares then outstanding, excluding the Common Shares beneficially owned, or over which control or direction is exercised, by Agnico Eagle and any person acting jointly or in concert with Agnico Eagle. Agnico Eagle owns 906,238 Common Shares, representing approximately 0.8% of the outstanding Common Shares on a basic basis, and holds 270,000 warrants to purchase Common Shares and a senior unsecured convertible debenture of O3 Mining in the principal amount of $10 million that is convertible into 4,878,049 Common Shares at a price equal to $2.05 per Common Share. Upon the exercise of such warrants and conversion of the convertible debenture, Agnico Eagle would own 6,054,287 Common Shares, representing approximately 5.3% of the outstanding Common Shares on a partially-diluted basis.

 

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Lock-Up Agreements

 

All directors and officers of O3 Mining, Extract Advisors LLC and certain Franklin Templeton managed funds (collectively representing approximately 22% of the outstanding Common Shares on a basic basis) have agreed under lock-up agreements with Agnico Eagle (the "Lock-Up Agreements"), to tender their Common Shares to the Offer, including Common Shares beneficially owned, or over which control or direction is exercised, by them, at any time up to and including the expiry time of the Offer.

 

The Definitive Agreement provides for, among other things, a non-solicitation covenant on the part of O3 Mining (subject to customary fiduciary-out provisions). The Definitive Agreement also provides the Offeror with a right to match any competing offer which the Board determines to be a superior proposal within the meaning of the Definitive Agreement. The Offeror is entitled to a termination payment of $10 million if the Definitive Agreement is terminated in certain circumstances, including if O3 Mining enters into an agreement with respect to a superior proposal within the meaning of the Definitive Agreement.

 

Additional information regarding the Offer will be included in the Offeror's take-over bid circular and in O3 Mining's directors' circular, each of which is expected to be delivered to registered shareholders of O3 Mining on or about December 19, 2024. These materials, as well as the Definitive Agreement and the Lock-Up Agreements, will also be available under O3 Mining's profile on SEDAR+ (www.sedarplus.ca) and on O3 Mining's and Agnico Eagle's respective websites.

 

How to Tender Your Shares; Postal Strike

 

Only O3 Mining shareholders who tender their Common Shares will receive the cash consideration of $1.67 per Common Share. For information on tendering your Common Shares please contact Laurel Hill Advisory Group at [e-mail].

 

Shareholder type:	How do I tender my Common Shares to the Agnico Eagle Offer?
Beneficial   Most O3 Mining shareholders are beneficial shareholders. This means your Common Shares are held through a broker, bank or other financial intermediary, and you do not have a share certificate or DRS advice.	Contact your bank or your broker immediately and instruct them to tender your Common Shares to the Offer.
Registered   You are a registered shareholder if you hold your Common Shares directly and may have a share certificate or DRS advice.	Contact Laurel Hill Advisory Group: Phone:  [phone] Email:    [e-mail]

 

In light of the Canada Post labour strike, shareholders are encouraged to stay up to date on the Offer by visiting: https://www.agnicoeagle.com/Offer-for-O3-Mining/default.aspx. Shareholders are also asked not to mail in any Letter of Transmittal or share certificates. Instead, shareholders may contact Laurel Hill Advisory Group.

 

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Advisors

 

Edgehill Advisory Ltd. is acting as financial advisor to Agnico Eagle. Davies Ward Phillips & Vineberg LLP is acting as legal advisor to Agnico Eagle.

 

Maxit Capital is acting as financial advisor to O3 Mining. Bennett Jones LLP is acting as legal advisor to O3 Mining. Fort Capital is acting as financial advisor to the Special Committee. Cassels Brock & Blackwell LLP is acting as legal advisor to the Special Committee.

 

The Depositary and Information Agent for the Offer is Laurel Hill Advisory Group. If you have any questions or require assistance with tendering to the Offer, please contact Laurel Hill Advisory Group, by phone at 1-877-452-7187 or by e-mail at [e-mail].

 

About O3 Mining Inc.

 

O3 Mining Inc. is a gold explorer and mine developer in Québec, Canada, adjacent to Agnico Eagle’s Canadian Malartic mine. O3 Mining owns a 100% interest in all its properties (128,680 hectares) in Québec. Its principal asset is the Marban Alliance project in Québec, which O3 Mining has advanced over the last five years to the cusp of its next stage of development, with the expectation that the project will deliver long-term benefits to stakeholders.

 

Qualified Person

 

The scientific and technical content of this news release has been reviewed and approved by Mr. Louis Gariépy, P.Eng (OIQ #107538), VP Exploration of O3 Mining, who is a "qualified person" within the meaning of National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

 

For further information on O3 Mining, please contact:

 

José Vizquerra | CEO, President & Director, [e-mail];

Alex Rodriguez | Vice President, Corporate Development, [e-mail];

Toll Free: [phone]

 

About Agnico Eagle Mines Limited

 

Agnico Eagle is a Canadian based and led senior gold mining company and the third largest gold producer in the world, producing precious metals from operations in Canada, Australia, Finland and Mexico. It has a pipeline of high-quality exploration and development projects in these countries as well as in the United States. Agnico Eagle is a partner of choice within the mining industry, recognized globally for its leading environmental, social and governance practices. Agnico Eagle was founded in 1957 and has consistently created value for its shareholders, declaring a cash dividend every year since 1983.

 

For further information on Agnico Eagle, please contact:

 

Investor Relations at [e-mail] or call [phone].

 

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Cautionary Note Regarding Forward-Looking Information

 

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation that is based on current expectations, estimates, projections, and interpretations about future events as at the date of this news release. Forward-looking information and statements are based on estimates of management by O3 Mining and Agnico Eagle, at the time they were made, and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information or statements. Forward-looking statements in this news release include, but are not limited to, statements regarding: the Offer, including the anticipated timing of commencement and expiration, mechanics, funding, completion, settlement, results and effects of the Offer; the anticipated timing of the delivery of the Offeror's take-over bid circular and O3 Mining's directors' circular; the reasons to accept the Offer; the value inherent in O3 Mining's portfolio of projects, including the Marban Alliance project; the ability for the Marban Alliance project to support an open pit mining operation; the expected outcomes of completion of the transaction, including the integration of the Marban Alliance property to the Canadian Malartic land package, synergies arising therefrom, improved production profile, enhanced value generated and unlocked further potential; and the other benefits of the transaction. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of Agnico Eagle and O3 Mining that the Offer will be made in accordance with the Definitive Agreement and will be successful, that all required regulatory consents and approvals will be obtained and all other conditions to completion of the transaction will be satisfied or waived, and the ability to achieve goals, including the integration of the Marban Alliance property to the Canadian Malartic land package and the ability to realize synergies arising therefrom. Agnico Eagle and O3 Mining caution that the foregoing list of material factors and assumptions is not exhaustive. Although the forward-looking information contained in this news release is based upon what Agnico Eagle and O3 Mining believe, or believed at the time, to be reasonable expectations and assumptions, there is no assurance that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither O3 Mining, nor Agnico Eagle nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. O3 Mining and Agnico Eagle do not undertake, and assume no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by applicable law. These statements speak only as of the date of this news release. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Agnico Eagle or any of its affiliates or O3 Mining.

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

 

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Exhibit 99.2

 

 

JOINT NEWS RELEASE

 

Agnico Eagle and O3 Mining Welcome Gold Fields' Support of Their Friendly Premium Transaction

 

(All amounts expressed in Canadian dollars unless otherwise noted)

 

TORONTO – December 12, 2024 – Agnico Eagle Mines Limited (NYSE: AEM, TSX: AEM) ("Agnico Eagle") and O3 Mining Inc. (TSXV: OIII, OTCQX: OIIIF) ("O3 Mining") are pleased to jointly announce that Gold Fields Limited, through a 100% indirect Canadian subsidiary ("Gold Fields"), O3 Mining's largest shareholder, has agreed to a lock-up agreement with Agnico Eagle to tender its common shares of O3 Mining ("Common Shares") into Agnico Eagle's offer to acquire all of the outstanding Common Shares for $1.67 per Common Share in cash by way of a take-over bid (the "Offer"). See O3 Mining and Agnico Eagle's joint news release of December 12, 2024 for a detailed description of the Offer. A copy of the December 12, 2024 joint news release is available at: https://www.agnicoeagle.com/English/investor-relations/news-and-events/news-releases/news-release-details/2024/Agnico-Eagle-to-Acquire-O3-Mining-in-Friendly-Transaction/default.aspx.

 

Gold Fields owns approximately 17% of the outstanding Common Shares on a basic basis. Including its lock-up agreement with Gold Fields, Agnico Eagle has now entered into lock-up agreements with O3 Mining shareholders owning an aggregate of approximately 39% of the outstanding Common Shares on a basic basis, including each of the directors and officers of O3 Mining.

 

The offer price of $1.67 per Common Share represents a premium of 57% to the volume weighted average price of the Common Shares on the TSX Venture Exchange for the 20-day period ended December 11, 2024 (the last trading day prior to announcement of the Offer). The Offer has been unanimously recommended by the O3 Mining Board of Directors and Special Committee of independent directors.

 

How to Tender Your Shares; Postal Strike

 

Only O3 Mining shareholders who tender their Common Shares will receive the cash consideration of $1.67 per Common Share. For information on tendering your Common Shares please contact Laurel Hill Advisory Group at [e-mail].

 

Shareholder type:	How do I tender my Common Shares to the Agnico Eagle Offer?
Beneficial   Most O3 Mining shareholders are beneficial shareholders. This means your Common Shares are held through a broker, bank or other financial intermediary, and you do not have a share certificate or DRS advice.	Contact your bank or your broker immediately and instruct them to tender your Common Shares to the Offer.
Registered   You are a registered shareholder if you hold your Common Shares directly and may have a share certificate or DRS advice.	Contact Laurel Hill Advisory Group: Phone:     [phone] Email:       [e-mail]

 

 

 

 

 

In light of the Canada Post labour strike, shareholders are encouraged to stay up to date on the Offer by visiting: https://www.agnicoeagle.com/Offer-for-O3-Mining/default.aspx. Shareholders are also asked not to mail in any Letter of Transmittal or share certificates. Instead, shareholders may contact Laurel Hill Advisory Group.

 

About O3 Mining Inc.

 

O3 Mining Inc. is a gold explorer and mine developer in Québec, Canada, adjacent to Agnico Eagle's Canadian Malartic mine. O3 Mining owns a 100% interest in all its properties (128,680 hectares) in Québec. Its principal asset is the Marban Alliance project in Québec, which O3 Mining has advanced over the last five years to the cusp of its next stage of development, with the expectation that the project will deliver long-term benefits to stakeholders.

 

For further information on O3 Mining, please contact:

 

José Vizquerra | CEO, President & Director, [e-mail];

Alex Rodriguez | Vice President, Corporate Development, [e-mail];

Toll Free: [phone]

 

About Agnico Eagle Mines Limited

 

Agnico Eagle is a Canadian based and led senior gold mining company and the third largest gold producer in the world, producing precious metals from operations in Canada, Australia, Finland and Mexico. It has a pipeline of high-quality exploration and development projects in these countries as well as in the United States. Agnico Eagle is a partner of choice within the mining industry, recognized globally for its leading environmental, social and governance practices. Agnico Eagle was founded in 1957 and has consistently created value for its shareholders, declaring a cash dividend every year since 1983.

 

For further information on Agnico Eagle, please contact:

 

Investor Relations at [e-mail] or call [phone].

 

 

 

 

 

Cautionary Note Regarding Forward-Looking Information

 

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation that is based on current expectations, estimates, projections, and interpretations about future events as at the date of this news release. Forward-looking information and statements are based on estimates of management by O3 Mining and Agnico Eagle, at the time they were made, and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information or statements. Forward-looking statements in this news release include, but are not limited to, statements regarding: the Offer, including the anticipated timing of commencement and expiration, mechanics, funding, completion, settlement, results and effects of the Offer, the expected outcomes of completion of the transaction and the other benefits of the transaction. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of Agnico Eagle and O3 Mining that the Offer will be made in accordance with the definitive support agreement in respect of the Offer and will be successful, that all required regulatory consents and approvals will be obtained and all other conditions to completion of the transaction will be satisfied or waived. Agnico Eagle and O3 Mining caution that the foregoing list of material factors and assumptions is not exhaustive. Although the forward-looking information contained in this news release is based upon what Agnico Eagle and O3 Mining believe, or believed at the time, to be reasonable expectations and assumptions, there is no assurance that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither O3 Mining, nor Agnico Eagle nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. O3 Mining and Agnico Eagle do not undertake, and assume no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by applicable law. These statements speak only as of the date of this news release. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Agnico Eagle or any of its affiliates or O3 Mining.

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

 

 

 

 

Exhibit 99.3 

 

 

JOINT NEWS RELEASE

 

Agnico Eagle Commences Friendly All-Cash Offer to
Acquire O3 Mining

 

·

All cash offer of $1.67 per share representing a 58% premium to O3 Mining's closing price on December 11, 2024

 

·

Offer unanimously recommended by Board and Special Committee of O3 Mining and supported by shareholders representing 39% of outstanding shares of O3 Mining

 

·

Shareholders should tender by 11:59 p.m. (EST) on January 23, 2025 to take advantage of the significant offer

 

(All amounts expressed in Canadian dollars unless otherwise noted)

 

TORONTO – December 19, 2024 – Agnico Eagle Mines Limited (NYSE: AEM, TSX: AEM) ("Agnico Eagle") and O3 Mining Inc. (TSXV: OIII, OTCQX: OIIIF) ("O3 Mining") are pleased to jointly announce that Agnico Eagle, through a wholly-owned subsidiary, has commenced its offer to acquire all of the issued and outstanding common shares of O3 Mining (the "Common Shares") not already owned, directly or indirectly, by Agnico Eagle for $1.67 in cash per Common Share, pursuant to a friendly, board-supported take-over bid (the "Offer") by delivering the Offer and take-over bid circular to O3 Mining shareholders. The directors' circular of O3 Mining is being delivered to O3 Mining shareholders concurrently with the take-over bid circular of Agnico Eagle.

 

The board of directors of O3 Mining unanimously recommends that O3 Mining shareholders deposit their Common Shares under the Offer. All of the directors and officers of O3 Mining, as well as Gold Fields Limited (through its wholly-owned subsidiary), O3 Mining's largest shareholder, Extract Advisors LLC, and certain Franklin Templeton managed funds, representing in the aggregate approximately 39% of the issued and outstanding Common Shares, have entered into lock-up agreements with Agnico Eagle, pursuant to which they have agreed to, among other things, tender all of their Common Shares to the Offer.

 

For a detailed description of the Offer, see O3 Mining and Agnico Eagle's joint news release of December 12, 2024, available at: https://www.agnicoeagle.com/English/investor-relations/news-and-events/news-releases/news-release-details/2024/Agnico-Eagle-to-Acquire-O3-Mining-in-Friendly-Transaction.

 

Full details of the Offer are contained in the take-over bid circular of Agnico Eagle and the corresponding directors' circular of O3 Mining, which are available on SEDAR+ (www.sedarplus.ca) under O3 Mining's issuer profile, and on O3 Mining's and Agnico Eagle's respective corporate websites.

 

Timing

 

The Offer is open for a limited time only and O3 Mining shareholders are encouraged to act now to participate. The Offer is open until 11:59 p.m. (EST) on January 23, 2025 (the "Expiry Time").

 

O3 Mining shareholders whose Common Shares are held through a broker, bank or other intermediary should immediately contact that intermediary for assistance if they wish to accept the Offer – intermediaries have likely established tendering cut-off times that are prior to the Expiry Time.

 

 

 

 

 

How to Tender Your Shares; Postal Strike

 

Only O3 Mining shareholders who tender their Common Shares will receive the cash consideration of $1.67 per Common Share. For information on tendering your Common Shares please contact Laurel Hill Advisory Group at [e-mail].

 

Shareholder type:	How do I tender my Common Shares to the Agnico Eagle Offer?
Beneficial   Most O3 Mining shareholders are beneficial shareholders. This means your Common Shares are held through a broker, bank or other financial intermediary, and you do not have a share certificate or DRS advice.	Contact your bank or your broker immediately and instruct them to tender your Common Shares to the Offer.
Registered   You are a registered shareholder if you hold your Common Shares directly and may have a share certificate or DRS advice.	Contact Laurel Hill Advisory Group: Phone:    [phone] Email:      [e-mail]

 

In light of the expected mail disruption following the Canada Post labour strike, shareholders are encouraged to stay up to date on the Offer by visiting: https://www.agnicoeagle.com/Offer-for-O3-Mining/default.aspx. Shareholders are also asked not to mail in any Letter of Transmittal or share certificates at this time. Instead, shareholders may contact Laurel Hill Advisory Group.

 

Deposit Period News Release

 

This news release constitutes a "deposit period news release" for purposes of National Instrument 62-104 – Take-Over Bids and Issuer Bids. O3 Mining confirms that the initial deposit period of the Offer is 35 days commencing on December 19, 2024, the date of the Offer, and will expire at 11:59 p.m. (EST) on January 23, 2025.

 

Advisors

 

Edgehill Advisory Ltd. is acting as financial advisor to Agnico Eagle. Davies Ward Phillips & Vineberg LLP is acting as legal advisor to Agnico Eagle.

 

Maxit Capital LP is acting as financial advisor to O3 Mining. Bennett Jones LLP is acting as legal advisor to O3 Mining. Fort Capital Partners is acting as financial advisor to the Special Committee. Cassels Brock & Blackwell LLP is acting as legal advisor to the Special Committee.

 

The Depositary and Information Agent for the Offer is Laurel Hill Advisory Group. If you have any questions or require assistance with tendering to the Offer, please contact Laurel Hill Advisory Group, by phone at 1-877-452-7187 or by e-mail at [e-mail].

 

 

 

 

 

About O3 Mining Inc.

 

O3 Mining Inc. is a gold explorer and mine developer in Québec, Canada, adjacent to Agnico Eagle's Canadian Malartic mine. O3 Mining owns a 100% interest in all its properties (128,680 hectares) in Québec. Its principal asset is the Marban Alliance project in Québec, which O3 Mining has advanced over the last five years to the cusp of its next stage of development, with the expectation that the project will deliver long-term benefits to stakeholders.

 

For further information on O3 Mining, please contact:

 

José Vizquerra | CEO, President & Director, [e-mail]

Alex Rodriguez | Vice President, Corporate Development, [e-mail]

Toll Free: [phone]

 

About Agnico Eagle Mines Limited

 

Agnico Eagle is a Canadian based and led senior gold mining company and the third largest gold producer in the world, producing precious metals from operations in Canada, Australia, Finland and Mexico. It has a pipeline of high-quality exploration and development projects in these countries as well as in the United States. Agnico Eagle is a partner of choice within the mining industry, recognized globally for its leading environmental, social and governance practices. Agnico Eagle was founded in 1957 and has consistently created value for its shareholders, declaring a cash dividend every year since 1983.

 

For further information on Agnico Eagle, please contact:

 

Investor Relations at [e-mail] or call [phone].

 

 

 

 

 

Cautionary Note Regarding Forward-Looking Information

 

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation that is based on current expectations, estimates, projections, and interpretations about future events as at the date of this news release. Forward-looking information and statements are based on estimates of management by O3 Mining and Agnico Eagle, at the time they were made, and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information or statements. Forward-looking statements in this news release include, but are not limited to, statements regarding: the Offer, including the anticipated timing of expiration, mechanics, funding, completion, settlement, results and effects of the Offer and the other benefits of the transaction; the anticipated next stage of development of the Marban Alliance project; and the expectation that the Marban Alliance project will deliver long-term benefits to stakeholders. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of Agnico Eagle and O3 Mining that the Offer will be made in accordance with the support agreement between Agnico Eagle and O3 Mining dated December 12, 2024, and will be successful, that all required regulatory consents and approvals will be obtained and all other conditions to completion of the transaction will be satisfied or waived, and the ability to achieve goals, including the integration of the Marban Alliance property to the Canadian Malartic land package and the ability to realize synergies arising therefrom. Agnico Eagle and O3 Mining caution that the foregoing list of material factors and assumptions is not exhaustive. Although the forward-looking information contained in this news release is based upon what Agnico Eagle and O3 Mining believe, or believed at the time, to be reasonable expectations and assumptions, there is no assurance that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither O3 Mining, nor Agnico Eagle nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. O3 Mining and Agnico Eagle do not undertake, and assume no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by applicable law. These statements speak only as of the date of this news release. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Agnico Eagle or any of its affiliates or O3 Mining.

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

 

 

 

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