JOINT NEWS RELEASE Agnico Eagle Announces Successful Take-Up of 94.1% of the Shares of O3 Mining and Mandatory Extension of Offer to February 3, 2025
JOINT NEWS RELEASE
Agnico Eagle Announces Successful Take-Up of 94.1% of the Shares
of O3 Mining and Mandatory Extension of Offer to February 3, 2025
• All-cash offer of $1.67 per share representing a 58% premium to O3 Mining’s closing price
on December 11, 2024
• Agnico Eagle has satisfied the minimum tender condition and has taken-up and acquired
94.1% of the outstanding O3 Mining shares
• Shareholders who have not already tendered should do so as soon as possible to take
advantage of the significant offer as their brokers, banks or other intermediaries likely have
tendering cut -off times well in advance of the expiry time of 11:59 p.m. (EST) on
February 3, 2025
• Tender your shares today for prompt payment. Contact Laurel Hill Advisory Group
for assistance at 1-877-452-7184 or email [email protected]
(All amounts expressed in Canadian dollars unless otherwise noted)
TORONTO – January 24, 2025 – 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 has taken- up and acquired 110 ,424,431 common shares of
O3 Mining (the “ Deposited Shares”), representing approximately 94.1% of the outstanding
common shares of O3 Mining (the “ Common Shares”) on a basic basis, pursuant to its board -
supported take-over bid (the “Offer”) for all of the outstanding Common Shares for $1.67 in cash
per Common Share. The aggregate consideration payable for the Deposited Shares is
$184,408,800. Agnico Eagle will pay for th e Deposited Shares by January 28, 2025. All of the
conditions of the Offer have been satisfied or waived.
Agnico Eagle has extended the expiry time of the Offer by a mandatory period of 10 days to
11:59 p.m. (EST) on February 3, 2025 (the “Expiry Time ”) in order to allow the remaining
shareholders of O3 Mining to tender their Common Shares t o the Offer and receive the all-cash
offer price of $1.67 per Common Share.
O3 Mining’s President and Chief Executive Officer, Mr. José Vizquerra commented: “We are
pleased to achieve this excellent and timely outcome for our shareholders who tendered their
Common Shares to the Offer. While providing an opportunity for our shareholders to realize
immediate value at a significant premium, the transaction will also enable the efficient
advancement of the Marban Alliance project by Agnico Eagle, an experienced operator that has
the financial strength, mining expertise and community commitment to take the project to its next
stage of development.”
Full details of the Offer are contained in Agnico Eagle’s take-over bid circular and in O3 Mining’s
directors’ circular, which are available under O3 Mining’s profile on SEDAR+ (www.sedarplus.ca)
and on O3 Mining’s and Agnico Eagle’s respective websites. Agnico Eagle will file the Notice of
Extension extending the Expiry Time to 11:59 p.m. (EST) on February 3, 2025 under O3 Mining’s
profile on SEDAR+ ( www.sedarplus.ca) and on O3 Mining’ s and Agnico Eagle’ s respective
websites and mail the Notice of Extension to shareholders of O3 Mining in accordance with
applicable law. These materials contain important information on how to tender to the Offer.
Next Steps and How to Tender Your Shares to Receive Prompt Payment
Following the Expiry Time, Agnico Eagle intends to pursue a second-step transaction to acquire
the remaining Common Shares not tendered to the Offer, as described in Agnico Eagle’s take -
over bid circular available under O3 Mining’s profile on SEDAR+ (www.sedarplus.ca) and on O3
Mining’s and Agnico Eagle’s respective websites.
Remaining O3 Mining shareholders are strongly encouraged to tender their Common
Shares to the Offer prior to the Expiry Time to ensure that they promptly receive the offer
price of $1.67 per Common Share. 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. Shareholders who do not tender prior to the
Expiry Time will not receive payment for their Common Shares until the complet ion of the
second-step transaction.
For information on tendering your Common Shares, please contact Laurel Hill Advisory Group toll
free at 1-877-452-7184 or by email at [email protected].
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 S hares
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 S hares directly and have a share
certificate or DRS advice.
Contact Laurel Hill Advisory Group:
Phone: 1-877-452-7184
Email: [email protected]
For additional information regarding the Offer, please visit: https://www.agnicoeagle.com/Offer-
for-O3-Mining/default.aspx and https://o3mining.com/agnico-eagle-mines-limited-offer-for-o3-
mining-inc/.
O3 Mining Board Transition
In connection with the successful take-up of the Deposited Shares under the Offer, the board of
directors of O3 Mining was reconstituted to include representatives of Agnico Eagle. The O3
Mining board of directors is now comprised of continuing directors Amy Satov and Bernardo
Alvarez Calderon and Agnico Eagle r epresentatives Peter Netupsky, Carol Plummer, Jean
Robitaille and Chris Vollmershausen. Peter Netupsky is Vice President, Corporate Development
of Agnico Eagle; Carol Plummer is Executive Vice President, Sustainability, People & Culture of
Agnico Eagle; Jean Robitaille is Executive Vice President, Chief Strategy & Technology Officer
of Agnico Eagle; and Chris Vollmershausen is Executive Vice President, Legal, General Counsel
& Corporate Secretary of Agnico Eagle.
At Agnico Eagle’s request, Jos é Vizquerra and Elijah Tyshynski will continue in their roles as
President and Chief Executive Officer and as Chief Financial Officer and Corporate Secretary of
O3 Mining, respectively, until the completion of the second-step transaction.
Additional 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, 1,057,753 Common Shar es,
representing approximately 0.9% of the issued and outstanding Common Shares on a basic
basis, and 270,000 Common Share purchase warrants (the “Warrants”) exercisable for an
aggregate of 270,000 Common Shares at an exercise price of $1.45 per Warrant. In addition,
Agnico Eagle held 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 t he Convertible Debenture
immediately prior to the take- up of Common Shares under the Offer , Agnico Eagle would
beneficially own, and exercise control and direction over, 6,205,802 Common Shares ,
representing approximately 5.1% of the issued and outstanding Common Shares on a partially-
diluted basis.
Agnico Eagle acquired 110,424,431 Deposited Shares pursuant to the Offer, representing all of
the Common Shares validly deposited and not withdrawn as of 11:59 p.m. ( EST) on
January 23, 2025, for aggregate consideration of $184,408,800 in cash. As a result, as of the
date hereof, Agnico Eagle beneficially owns, and exercises control and direction over, an
aggregate of 111,482,184 Common Shares, representing approximately 95% 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, 116,630,233 Common Shares ,
representing approximately 95.2% of the issued and outstanding Common Shares on a partially-
diluted basis.
Early Warning Disclosure Regarding Cartier Resources
Immediately prior to the take -up of the Deposited Shares under the Offer, (i) Agnico Eagle
beneficially owned, and exercised control and direction over, 50,749,679 common shares ( the
“Cartier Shares”) of Cartier Resources Inc. (“Cartier ”) and 7,000,000 Cartier Share purchase
warrants (the “ Cartier Warrants ”), representing approximately 15.6 % of the issued and
outstanding Cartier Shares on a partially -diluted basis assuming the full exercise of the Cartier
Warrants held by Agnico Eagle, and (ii) O3 Mining beneficially owned, and exercised control and
direction over, 46,273,265 Cartier Shares, representing approximately 12.7% of the issued and
outstanding Cartier Shares on a basic basis.
As a result of Agnico Eagle’s acquisition of control of O3 M ining pursuant to the Offer, as of the
date hereof, Agnico Eagle is deemed to beneficially own, and exercise control and direction over,
an aggregate of 97,022,944 Cartier Shares, representing approximately 26.7% of the issued and
outstanding Cartier Shares on a basic basis. Assuming the full exercise of all Cartier Warrants
held by Agnico Eagle, Agnico Eagle would be deemed to beneficially own, and exercise control
and direction over, 104,022,944 Cartier Shares, representing approximately 28.0% of the issued
and outstanding Cartier Shares on a partially-diluted basis.
Agnico Eagle holds its Cartier Shares and Cartier Warrants for investment purposes. Depending
on market conditions and other factors, Agnico Eagle may, from time to time, acquire additional
Cartier Shares, Cartier Warrants or other securities of Cartier or dispose of some or all of its
Cartier Shares, Cartier Warrants or other securities of Cartier that it owns at such time.
Early Warning Disclosure Regarding STLLR Gold Inc.
Immediately prior to the take-up of the Deposited Shares under the Offer, O3 Mining beneficially
owned, and exercised control and direction over, 12,458,939 common shares (the “ STLLR
Shares”) of STLLR Gold Inc. (“ STLLR”), representing approximately 10.1% of the issued and
outstanding STLLR Shares on a basic basis. Agnico Eagle did not beneficially own, or exercise
control or direction over, any STLLR Shares.
As a result of Agnico Eagle’s acquisition of control of O3 Mining pursuant to the Offer, as of the
date hereof, Agnico Eagle is deemed to beneficially own, and exercise control and direction over,
12,458,939 STLLR Shares, representing approximately 10 .1% of the issued and outstanding
STLLR Shares on a basic basis.
Agnico Eagle holds its STLLR Shares for investment purposes. Depending on market conditions
and other factors, Agnico Eagle may, from time to time, acquire additional STLLR Shares or other
securities of STLLR or dispose of some or all of its STLLR Shares or other securities of STLLR
that it owns at such time.
Early warning reports in respect of the foregoing will be filed by Agnico Eagle in accordance with
applicable securities laws. To obtain a copy of each 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: [email protected]
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. Cartier’s head office is located at 1740, chemin Sullivan, bureau 1000, Val d ’Or,
Québec J9P 7H1. STLLR’s head office is located at 181 Bay Street, Suite 4260, Toronto Ontario
M5J 2V1.
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.
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 [email protected].
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 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 [email protected] or call (416) 947-1212.
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, payment, results and effects of the Offer
and the other benefits of the transaction; the advancement of the Marban Alliance project; any
second-step transaction, including the timing for any such transaction and Agnico Eagle’ s
intentions with respect to any such transaction; and Agnico Eagle’s acquisition or disposition of
securities of Cartier and/or STLLR in the future. Material factors or assumptions that were applied
in formul ating 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. Alth ough 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 assur ance 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.