JOINT NEWS RELEASE Agnico Eagle Commences Friendly All-Cash Offer to Acquire O3 Mining
JOINT NEWS RELEASE
Agnico Eagle Commences Friendly All-Cash Offer to
Acquire O3 Mining
• 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 – December 19, 2024 – 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 loc k-up agreement s 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 A gnico 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 d etails 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 rec eive the cash
consideration of $1.67 per Common Share . For information on tendering your Common Shares
please contact Laurel Hill Advisory Group 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 y ou hold your
Common S hares directly and may have a share
certificate or DRS advice.
Contact Laurel Hill Advisory Group:
Phone: 1-877-452-7184
Email: [email protected]
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 A dvisory Lt d. i s ac ting as financial adv isor to A gnico Eagle. D avies Ward P hillips &
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 [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 t he last five years t o the cusp of i ts next s tage of d evelopment, with the
expectation that the project will deliver long-term benefits to stakeholders.
For further information on O3 Mining, please contact:
José Vizquerra | CEO, President & Director, [email protected]
Alex Rodriguez | Vice President, Corporate Development, [email protected]
Toll Free: +1 (833) 979-3516
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.
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 applic able
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 deli ver 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 su pport a greement
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 tr ansaction 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
def
ined 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.