The Premium Money Supply
The provide value of $1.67 per Widespread Share represents a premium of 57% to the quantity weighted common value of the Widespread Shares on the TSX Enterprise Trade for the 20-day interval ended December 11, 2024 (the final buying and selling day previous to announcement of the Supply).
O3 Mining’s major asset is its 100%-owned Marban Alliance property situated close to Val d’Or , within the Abitibi area of Québec, and is adjoining to Agnico Eagle’s Canadian Malartic advanced. The Marban Alliance property consists of the Marban deposit, which is a complicated exploration venture that would help an open pit mining operation much like Agnico Eagle’s Barnat open pit operations on the Canadian Malartic advanced. O3 Mining has estimated that the Marban pit incorporates 52.4 million tonnes of indicated mineral sources grading 1.03 g/t gold for 1.7 million ounces of gold and 1.0 million tonnes of inferred mineral sources grading 0.97 g/t gold for 32 thousand ounces of gold (efficient date of February 27, 2022 ). O3 Mining additionally 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 bundle will create vital and distinctive synergies by leveraging Agnico Eagle’s regional operational experience and present infrastructure, together with the Canadian Malartic mill and present open pit workforce and gear fleet.
Agnico Eagle’s President and Chief Government Officer, Mr. Ammar Al-Joundi commented: “According to our regional technique, this transaction is a tuck-in of the Marban deposit to our Canadian Malartic advanced. The Marban deposit is predicted to be complementary to different “Fill-the-Mill” alternatives at Canadian Malartic, additional enhancing the manufacturing profile at a long-life world class asset. Our in depth operation, exploration and group expertise is predicted to reinforce the worth generated from the Marban Alliance property and unlock additional potential at our Abitibi platform. We’re wanting ahead to working with our companions and all stakeholders within the area as we proceed to advance this chance”.
O3 Mining’s President and Chief Government Officer, Mr. José Vizquerra commented: “The all-cash provide at a major premium to market is a superb end result for our shareholders and is validation of the efforts made by the O3 Mining workforce. Having diligently superior the Marban Alliance venture over the previous 5 years, the timing is correct for O3 Mining to promote to a extra skilled operator that may effectively navigate the venture by way of allowing and development. This represents a considerable non-dilutive various to shareholders. We consider Agnico Eagle is the gold commonplace within the valuable metals area – it not solely has the monetary power and the mining experience to advance the Marban Alliance venture, however shares our dedication to work in partnership with stakeholders in a socially accountable method. Right now’s Supply represents a major milestone for O3 Mining, and I wish to thank our workers, shareholders, First Nations companions, group companions and the Province of Québec for his or her help over time.”
Transaction Particulars
Agnico Eagle, by way of a wholly-owned subsidiary, Agnico Eagle Abitibi Acquisition Corp. (the ” Offeror “), intends to formally begin the Supply by mailing a take-over bid round to O3 Mining shareholders on or about December 19, 2024 , and O3 Mining’s administrators’ round can also be anticipated to be mailed to O3 Mining shareholders on or about that date. The Supply shall be open for acceptance for at least 35 days following the date of graduation. Accordingly, the Supply shall be open for acceptance till 5:00 p.m. ( Toronto time) on January 23, 2025 .
Particular Committee and Board Suggestions
The Board of Administrators of O3 Mining (the ” Board “), having obtained a unanimous suggestion from a particular committee comprised solely of impartial administrators of O3 Mining (the ” Particular Committee “) and after receiving exterior authorized and monetary recommendation, is recommending that O3 Mining shareholders tender their Widespread Shares and settle for the Supply. The advice of the Board is supported by equity opinions offered by Fort Capital Companions (” Fort Capital “) to the Board and Particular Committee and by Maxit Capital LP (” Maxit Capital “) to the Board, every stating that the Supply is honest, from a monetary viewpoint, to O3 Mining shareholders (apart from Agnico Eagle and its associates).
Circumstances
The Supply is conditional upon, amongst different circumstances, there having been deposited pursuant to the Supply and never withdrawn on the expiry of the preliminary deposit interval not lower than two-thirds of the Widespread Shares then excellent, excluding the Widespread Shares beneficially owned, or over which management or route is exercised, by Agnico Eagle and any individual performing collectively or in live performance with Agnico Eagle. Agnico Eagle owns 906,238 Widespread Shares, representing roughly 0.8% of the excellent Widespread Shares on a primary foundation, and holds 270,000 warrants to buy Widespread Shares and a senior unsecured convertible debenture of O3 Mining within the principal quantity of $10 million that’s convertible into 4,878,049 Widespread Shares at a value equal to $2.05 per Widespread Share. Upon the train of such warrants and conversion of the convertible debenture, Agnico Eagle would personal 6,054,287 Widespread Shares, representing roughly 5.3% of the excellent Widespread Shares on a partially-diluted foundation.
Lock-Up Agreements
All administrators and officers of O3 Mining, Extract Advisors LLC and sure Franklin Templeton managed funds (collectively representing roughly 22% of the excellent Widespread Shares on a primary foundation) have agreed below lock-up agreements with Agnico Eagle (the ” Lock-Up Agreements “), to tender their Widespread Shares to the Supply, together with Widespread Shares beneficially owned, or over which management or route is exercised, by them, at any time as much as and together with the expiry time of the Supply.
The Definitive Settlement gives for, amongst different issues, a non-solicitation covenant on the a part of O3 Mining (topic to customary fiduciary-out provisions). The Definitive Settlement additionally gives the Offeror with a proper to match any competing provide which the Board determines to be a superior proposal throughout the that means of the Definitive Settlement. The Offeror is entitled to a termination fee of $10 million if the Definitive Settlement is terminated in sure circumstances, together with if O3 Mining enters into an settlement with respect to a superior proposal throughout the that means of the Definitive Settlement.
Extra data relating to the Supply shall be included within the Offeror’s take-over bid round and in O3 Mining’s administrators’ round, every of which is predicted to be delivered to registered shareholders of O3 Mining on or about December 19, 2024 . These supplies, in addition to the Definitive Settlement and the Lock-Up Agreements, may even be out there below O3 Mining’s profile on SEDAR+ ( www.sedarplus.ca ) and on O3 Mining’s and Agnico Eagle’s respective web sites.
The way to Tender Your Shares; Postal Strike
Solely O3 Mining shareholders who tender their Widespread Shares will obtain the money consideration of $1.67 per Widespread Share. For data on tendering your Widespread Shares please contact Laurel Hill Advisory Group at help@laurelhill.com .
Shareholder kind:
How do I tender my Widespread Shares to the Agnico Eagle Supply?
Helpful
Most O3 Mining shareholders are useful shareholders. This implies your Widespread Shares are held by way of a dealer, financial institution or different monetary middleman, and also you would not have a share certificates or DRS recommendation.
Contact your financial institution or your dealer instantly and instruct them to tender your Widespread Shares to the Supply.
Registered
You’re a registered shareholder for those who maintain your Widespread Shares straight and should have a share certificates or DRS recommendation.
Contact Laurel Hill Advisory Group: Cellphone: 1-877-452-7184 E mail: help@laurelhill.com
In mild of the Canada Submit labour strike , shareholders are inspired to remain updated on the Supply by visiting: . Shareholders are additionally requested to not mail in any Letter of Transmittal or share certificates. As a substitute, shareholders might contact Laurel Hill Advisory Group.
Advisors
Edgehill Advisory Ltd. is performing as monetary advisor to Agnico Eagle. Davies Ward Phillips & Vineberg LLP is performing as authorized advisor to Agnico Eagle.
Maxit Capital is performing as monetary advisor to O3 Mining. Bennett Jones LLP is performing as authorized advisor to O3 Mining. Fort Capital is performing as monetary advisor to the Particular Committee. Cassels Brock & Blackwell LLP is performing as authorized advisor to the Particular Committee.
The Depositary and Info Agent for the Supply is Laurel Hill Advisory Group. You probably have any questions or require help with tendering to the Supply, please contact Laurel Hill Advisory Group, by cellphone at 1-877-452-7187 or by e-mail at help@laurelhill.com .
About O3 Mining Inc.
O3 Mining Inc. is a gold explorer and mine developer in Québec, Canada , adjoining to Agnico Eagle’s Canadian Malartic mine. O3 Mining owns a 100% curiosity in all its properties (128,680 hectares) in Québec. Its principal asset is the Marban Alliance venture in Québec, which O3 Mining has superior during the last 5 years to the cusp of its subsequent stage of improvement, with the expectation that the venture will ship long-term advantages to stakeholders.
Certified Particular person
The scientific and technical content material of this information launch has been reviewed and authorized by Mr. Louis Gariépy, P.Eng (OIQ #107538), VP Exploration of O3 Mining, who’s a “certified individual” throughout the that means of Nationwide Instrument 43-101 – Requirements of Disclosure for Mineral Initiatives .
About Agnico Eagle Mines Restricted
Agnico Eagle is a Canadian primarily based and led senior gold mining firm and the third largest gold producer on this planet, producing valuable metals from operations in Canada , Australia , Finland and Mexico . It has a pipeline of high-quality exploration and improvement initiatives in these nations in addition to in the US . Agnico Eagle is a accomplice of selection throughout the mining business, acknowledged globally for its main environmental, social and governance practices. Agnico Eagle was based in 1957 and has constantly created worth for its shareholders, declaring a money dividend yearly since 1983.
Cautionary Be aware Relating to Ahead-Trying Info
This information launch incorporates “forward-looking data” throughout the that means of relevant Canadian securities laws that’s primarily based on present expectations, estimates, projections, and interpretations about future occasions as on the date of this information launch. Ahead-looking data and statements are primarily based on estimates of administration by O3 Mining and Agnico Eagle, on the time they had been made, and contain identified and unknown dangers, uncertainties and different elements which can trigger the precise outcomes, efficiency or achievements to be materially completely different from any future outcomes, efficiency or achievements expressed or implied by such forward-looking data or statements. Ahead-looking statements on this information launch embrace, however are usually not restricted to, statements relating to: the Supply, together with the anticipated timing of graduation and expiration, mechanics, funding, completion, settlement, outcomes and results of the Supply; the anticipated timing of the supply of the Offeror’s take-over bid round and O3 Mining’s administrators’ round; the explanations to just accept the Supply; the worth inherent in O3 Mining’s portfolio of initiatives, together with the Marban Alliance venture; the power for the Marban Alliance venture to help an open pit mining operation; the anticipated outcomes of completion of the transaction, together with the combination of the Marban Alliance property to the Canadian Malartic land bundle, synergies arising therefrom, improved manufacturing profile, enhanced worth generated and unlocked additional potential; and the opposite advantages of the transaction. Materials elements or assumptions that had been utilized in formulating the forward-looking data contained herein embrace, with out limitation, the expectations and beliefs of Agnico Eagle and O3 Mining that the Supply shall be made in accordance with the Definitive Settlement and shall be profitable, that each one required regulatory consents and approvals shall be obtained and all different circumstances to completion of the transaction shall be happy or waived, and the power to attain targets, together with the combination of the Marban Alliance property to the Canadian Malartic land bundle and the power to understand synergies arising therefrom. Agnico Eagle and O3 Mining warning that the foregoing checklist of fabric elements and assumptions will not be exhaustive. Though the forward-looking data contained on this information launch relies upon what Agnico Eagle and O3 Mining consider, or believed on the time, to be affordable expectations and assumptions, there isn’t a assurance that precise outcomes shall be per such forward-looking data, as there could also be different elements that trigger outcomes to not be as anticipated, estimated or meant, and neither O3 Mining, nor Agnico Eagle nor another individual assumes accountability for the accuracy and completeness of any such forward-looking data. No assurance may be on condition that these expectations will show to be right and such forward-looking statements included on this information launch shouldn’t be unduly relied upon. O3 Mining and Agnico Eagle don’t undertake, and assume no obligation, to replace or revise any such forward-looking statements or forward-looking data contained herein to replicate new occasions or circumstances, besides as could also be required by relevant regulation. These statements communicate solely as of the date of this information launch. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the longer term monetary efficiency of Agnico Eagle or any of its associates or O3 Mining.
Neither the TSX Enterprise Trade nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Trade) accepts accountability for the adequacy or accuracy of this information launch. No inventory alternate, securities fee or different regulatory authority has authorized or disapproved the data contained herein.
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