- The Offer has now expired and Agnico Eagle has taken-up and
acquired 95.6% of the issued and outstanding O3 Mining
shares
- Agnico Eagle and O3 Mining will enter into an amalgamation
agreement under which Agnico Eagle will acquire all remaining O3
Mining shares by way of amalgamation
- Remaining O3 Mining shares (other than shares held by
dissenting shareholders) and warrantholders who exercise their
warrants after the amalgamation will receive $1.67 per share in cash
- Questions or Need Assistance? Contact Laurel
Hill Advisory Group for assistance at 1-877-452-7184 or email
assistance@laurelhill.com
(All amounts expressed in Canadian dollars
unless otherwise noted)
TORONTO, Feb. 4, 2025
/CNW/ - 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 the expiry of Agnico Eagle's board-supported take-over bid
(the "Offer") for all of the outstanding common shares
of O3 Mining (the "Common Shares") for $1.67 in cash per Common Share. Agnico Eagle has
taken-up and acquired an aggregate of 114,785,237 Common
Shares that were tendered to the Offer, representing approximately
95.6% of the issued and outstanding Common Shares on a basic basis.
As a result, as of the date hereof, Agnico Eagle beneficially owns,
and exercises control and direction over, an aggregate of
115,842,990 Common Shares, representing approximately 96.5% of the
issued and outstanding Common Shares on a basic basis. This
includes the additional 4,360,806 Common Shares
(the "Deposited Shares") tendered to the Offer during
the mandatory 10-day extension period that expired at
11:59 p.m. (EST) on February 3,
2025. The aggregate consideration payable for the Deposited
Shares is $7,282,546. Agnico Eagle
will pay for the Deposited Shares by February 6, 2025.
Subsequent Acquisition Transaction
Agnico Eagle Abitibi Acquisition Corp., a wholly-owned
subsidiary of Agnico Eagle, and O3 Mining will amalgamate under the
Business Corporations Act (Ontario) (the "Amalgamation"),
with the amalgamated entity ("Amalco") becoming a
wholly-owned subsidiary of Agnico Eagle. The Amalgamation will
constitute the subsequent acquisition transaction contemplated by
the Offer (the "Subsequent Acquisition Transaction"),
by which Agnico Eagle will acquire ownership of 100% of the Common
Shares.
Each O3 Mining shareholder (other than Agnico Eagle and any O3
Mining shareholder who validly exercises dissent rights in relation
to the Amalgamation) will, upon completion of the Amalgamation,
receive one redeemable preferred share of Amalco (each, a
"Redeemable Preferred Share") for each Common Share held
immediately prior to the effective time of the Amalgamation. The
Redeemable Preferred Shares will be automatically redeemed
effective immediately following the effective time of the
Amalgamation for $1.67 in cash per
Redeemable Preferred Share (the "Redemption
Consideration") held immediately prior to the effective time of
the Amalgamation. The Redemption Consideration is the same as the
consideration that was offered to O3 Mining shareholders under the
Offer.
The Amalgamation must be approved by (i) at least two-thirds of
the votes cast by O3 Mining shareholders at a special meeting of O3
Mining shareholders (the "Meeting") and (ii) a simple
majority of the votes cast by O3 Mining shareholders at the
Meeting, excluding votes from O3 Mining shareholders required to be
excluded by Multilateral Instrument 61-101 – Protection of
Minority Securityholders in Special Transactions ("MI
61-101"). As Agnico Eagle beneficially owns, and exercises
control and direction over, Common Shares carrying more than
two-thirds of the votes attached to all of the issued and
outstanding Common Shares and the Common Shares taken-up and
acquired under the Offer represent more than a majority of the
votes attached to the Common Shares that may be voted in the
"minority" vote under MI 61-101, Agnico Eagle is able to ensure the
successful outcome of the shareholder votes in respect of the
Amalgamation. The O3 Mining board recommends that O3 Mining
shareholders vote FOR the Amalgamation.
Additional information regarding the terms of the amalgamation
agreement and the Amalgamation will be provided in the management
information circular of O3 Mining (the "Circular") for the
Meeting. It is anticipated that the Circular will be mailed to O3
Mining shareholders in February 2025
and the Meeting will be held in March
2025. Copies of the amalgamation agreement and the Circular
will be made available on O3 Mining's issuer profile on SEDAR+ at
www.sedarplus.ca.
The Amalgamation is expected to close prior to March 31, 2025. Following completion of the
Amalgamation, the Common Shares will be de-listed from the TSX
Venture Exchange and O3 Mining will make an application to the
Ontario Securities Commission to cease to be a reporting issuer
under Canadian securities laws. Upon O3 Mining ceasing to be a
reporting issuer, O3 Mining will no longer be subject to the
ongoing continuous disclosure and reporting obligations currently
imposed on O3 Mining as a reporting issuer and will be a private
company that is wholly-owned by Agnico Eagle.
Information for Warrantholders
Certain Common Share purchase warrants of O3 Mining
(the "Warrants") remain issued and outstanding, which
are governed in accordance with the warrant indenture dated
August 28, 2024 between O3 Mining and
Odyssey Trust Company, as warrant agent. These Warrants are
exercisable at $1.45 per Warrant
until August 28, 2026. O3 Mining
intends to enter into a supplemental indenture to provide that
holders of such Warrants will receive, on exercise of their
Warrants in lieu of Common Shares, $1.67 in cash following the Amalgamation.
Updated Early Warning Disclosure Regarding O3 Mining
Immediately prior to the take-up of the Deposited Shares under
the Offer, Agnico Eagle beneficially owned, and exercised control
and direction over, 111,482,184 Common Shares, representing
approximately 92.9% of the issued and outstanding Common Shares on
a basic basis, and 270,000 Warrants exercisable for an
aggregate of 270,000 Common Shares at an exercise price of
$1.45 per Warrant. In addition,
Agnico Eagle holds a convertible senior unsecured debenture in the
principal amount of $10,000,000 dated
June 19, 2023
(the "Convertible Debenture"). Assuming the full
exercise of all Warrants held by Agnico Eagle and the full
conversion of the Convertible Debenture immediately prior to the
take-up of Deposited Shares under the Offer, Agnico Eagle would
beneficially own, and exercise control and direction over,
116,630,233 Common Shares, representing approximately 93.1% of
the issued and outstanding Common Shares on a partially-diluted
basis.
Agnico Eagle acquired an additional 4,360,806 Deposited Shares
pursuant to the Offer during the mandatory 10-day extension period,
representing all of the Common Shares validly deposited and not
withdrawn as of 11:59 p.m. (EST) on
February 3, 2025, for aggregate consideration of
$7,282,546 in cash. As a result,
as of the date hereof, Agnico Eagle beneficially owns, and
exercises control and direction over, an aggregate of 115,842,990
Common Shares, representing approximately 96.5% of the issued and
outstanding Common Shares on a basic basis. Assuming the full
exercise of all Warrants held by Agnico Eagle and the full
conversion of the Convertible Debenture, Agnico Eagle would
beneficially own, and exercise control and direction over,
120,991,039 Common Shares, representing approximately 96.6% of the
issued and outstanding Common Shares on a partially-diluted
basis.
An early warning report in respect of the foregoing will be
filed by Agnico Eagle in accordance with applicable securities
laws. To obtain a copy of the early warning report, please
contact:
Agnico Eagle Mines Limited
c/o Investor Relations
145 King Street East, Suite 400
Toronto, Ontario M5C 2Y7
Telephone: 416-947-1212
Email: investor.relations@agnicoeagle.com
Agnico Eagle's head office is located at 145 King Street East,
Suite 400, Toronto, Ontario M5C
2Y7. O3 Mining's head office is located at 155 University Avenue,
Suite 1440, Toronto, Ontario M5H
3B7.
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 of
independent directors of O3 Mining. Cassels
Brock & Blackwell LLP is acting as legal advisor to the
Special Committee.
Odyssey Trust Company will act as depositary for the
Amalgamation and Laurel Hill Advisory Group is acting as
information agent. If you have any questions or require
assistance, please contact Laurel Hill Advisory Group, by phone at
1-877-452-7187 or by e-mail at assistance@laurelhill.com.
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.
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, with a pipeline of high-quality
exploration and development projects. Agnico Eagle is a partner of
choice within the mining industry, recognized globally for its
leading sustainability practices. Agnico Eagle was founded in 1957
and has consistently created value for its shareholders, declaring
a cash dividend every year since 1983.
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 structure, consideration, timing and
completion (if at all) of the Subsequent Acquisition Transaction;
the ability of Agnico Eagle to complete the Subsequent Acquisition
Transaction to acquire 100% of O3 Mining by way of the Amalgamation
(if at all); and the timing of the mailing of the Circular, the
Meeting and completing the Amalgamation. 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 any
second-step transaction will be successful 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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SOURCE Agnico Eagle Mines Limited
