- 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, Dec. 19,
2024 /PRNewswire/ - 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 assistance@laurelhill.com.
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: 1-877-452-7184
Email: assistance@laurelhill.com
|
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
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. 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.
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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SOURCE O3 Mining Inc.