Agnico Eagle Mines Limited (TSX:AEM, NYSE:AEM)
(“
Agnico Eagle”) and Kirkland Lake Gold Ltd.
(TSX:KL, NYSE:KL, ASX:KLA) (“
Kirkland Lake Gold”)
are pleased to announce the successful completion of the previously
announced merger of equals transaction (the
“
Merger”).
The combined company will continue as Agnico
Eagle Mines Limited and will remain listed on the Toronto Stock
Exchange (TSX) and New York Stock Exchange (NYSE) under the ticker
“AEM”. In aggregate, Agnico Eagle issued approximately 209,274,263
common shares to former Kirkland Lake Gold shareholders as
consideration for their shares. At the opening of markets today,
the new Agnico Eagle had a market capitalization of approximately
US$22.4 billion.
As previously announced, Agnico Eagle’s
reconstituted board of directors now consists of: Leona Aglukkaq,
Sean Boyd (Executive Chair), Martine Celej, Robert Gemmell,
Jonathan Gill, Peter Grosskopf, Arnold Klassen, Elizabeth
Lewis-Gray, Anthony Makuch (CEO), Deborah McCombe, Jeffrey Parr
(Vice-Chair), J. Merfyn Roberts and Jamie Sokalsky (Lead
Director).
The combined company will be led by Sean Boyd,
as Executive Chair, Anthony Makuch, as Chief Executive Officer and
Ammar Al-Joundi, as President.
Full details of the Merger and certain other
matters are set out in the joint management information circular of
Agnico Eagle and Kirkland Lake Gold and can be found under Agnico
Eagle and Kirkland Lake Gold’s respective profiles on SEDAR at
www.sedar.com and EDGAR at www.sec.gov. A copy of the early warning
report of Agnico Eagle in connection with its acquisition of
Kirkland Lake Gold shares will be filed under Kirkland Lake Gold’s
profile on SEDAR and can be obtained by contacting Agnico Eagle as
set out below.
Information for Former Kirkland Lake
Gold Shareholders
The shares of Kirkland Lake Gold are expected to
be de-listed from the TSX on or about the closing of trading on
February 9, 2022 and from the NYSE on or about the
opening of trading on February 9, 2022. The
Kirkland Lake Gold CHESS Depositary Interests (“Kirkland
CDIs”) were suspended from trading on the Australian Stock
Exchange (ASX) at the closing of trading on February 2, 2022 and
are in the process of being formally de-listed from the ASX.
Kirkland Lake Gold is in the process of applying to cease to be a
reporting issuer under applicable Canadian securities laws.
Pursuant to the Merger, former Kirkland Lake
Gold shareholders (including former holders of Kirkland CDIs) are
entitled to receive 0.7935 of an Agnico Eagle common share for each
Kirkland Lake Gold share held. In order to receive Agnico Eagle
shares in exchange for Kirkland Lake Gold shares, Kirkland Lake
Gold registered shareholders must complete, sign, date and return
(together with the certificate or DRS statement representing their
shares) the letter of transmittal that was mailed to them prior to
closing of the Merger. The letter of transmittal is also available
under Kirkland Lake Gold’s profile on SEDAR at www.sedar.com and
EDGAR at www.sec.gov and by contacting Computershare Investor
Services Inc., the depositary, by telephone at 1-514-982-7555 or
toll-free in North America at 1-800-564-6253 or by email at:
corporateactions@computershare.com.
For those shareholders of Kirkland Lake Gold
whose shares are registered in the name of a broker, investment
dealer, bank, trust company, trust or other intermediary or
nominee, they should contact such nominee for assistance in
depositing their Kirkland Lake Gold shares and should follow the
instructions of such intermediary or nominee. Holders of Kirkland
CDIs are not required to submit a letter of transmittal and should
contact the depositary (at its contact details above) or
Computershare Investor Services Pty Limited if they have any
questions regarding the process for receiving the Agnico Eagle
shares.
About Agnico Eagle Mines
Limited
The new Agnico Eagle is a senior Canadian gold
mining company, 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 and Colombia. Agnico
Eagle is a partner of choice within the mining industry, recognized
globally for its leading environmental, social and governance
practices. The Company was founded in 1957 and has consistently
created value for its shareholders, declaring a cash dividend every
year since 1983.
For further information regarding Agnico Eagle,
contact Investor Relations at investor.relations@AgnicoEagle.com or
call (416) 947-1212. Agnico Eagle’s head office continues to be
located at 145 King Street East, Suite 400, Toronto, Ontario M5C
2Y7.
Cautionary Note Regarding
Forward-Looking Information
The information in this news release has been
prepared as at February 8, 2022. Certain statements in this news
release, referred to herein as “forward-looking statements”,
constitute “forward-looking statements” within the meaning of the
United States Private Securities Litigation Reform Act of 1995 and
“forward-looking information” under the provisions of Canadian
provincial securities laws. These statements can be identified by
the use of words such as “anticipate”, “could”, “expect”, “may”,
“would” or the negative of such terms and similar expressions. Such
statements include the anticipated timing of de-listing of the
Kirkland Lake Gold shares on the ASX, NYSE and TSX.
Forward-looking statements are necessarily based
upon a number of factors and assumptions that, while considered
reasonable by Agnico Eagle and Kirkland Lake Gold as of the date of
such statements, are inherently subject to significant business,
economic, operational, and other risks, uncertainties,
contingencies and other factors, including those described below,
which could cause actual results, performance or achievements of
Agnico Eagle and Kirkland Lake Gold to be materially different from
results, performance or achievements expressed or implied by such
forward-looking statements and, as such, undue reliance must not be
placed on them. Forward-looking statements are also based on
numerous material factors and assumptions. Many factors, known and
unknown, could cause actual results to be materially different from
those expressed or implied by such forward-looking statements. Such
risks include, but are not limited to: the failure of Agnico Eagle
and Kirkland Lake Gold to satisfy the requirements to effect the
de-listing of Kirkland Lake Gold on the ASX, NYSE and TSX; and the
additional risk factors set out in the joint management information
circular of Agnico Eagle and Kirkland Lake Gold dated October 29,
2021, including under the heading “Risk Factors”. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date made. Other than as
required by law, Agnico Eagle and Kirkland Lake Gold do not intend,
and do not assume any obligation, to update these forward-looking
statements.
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