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 the expiry of Agnico Eagle’s board-supported take-over bid (the “Offer”) for all of the outstanding common shares of O3 Mining (the “Common Shares”) for $1.67 in cash per Common Share. Agnico Eagle has taken-up and acquired an aggregate of 114,785,237 Common Shares that were tendered to the Offer, representing approximately 95.6% of the issued and outstanding Common Shares on a basic basis. As a result, as of the date hereof, Agnico Eagle beneficially owns, and exercises control and direction over, an aggregate of 115,842,990 Common Shares, representing approximately 96.5% of the issued and outstanding Common Shares on a basic basis. This includes the additional 4,360,806 Common Shares (the “Deposited Shares”) tendered to the Offer during the mandatory 10-day extension period that expired at 11:59 p.m. (EST) on February 3, 2025. The aggregate consideration payable for the Deposited Shares is $7,282,546. Agnico Eagle will pay for the Deposited Shares by February 6, 2025.
Subsequent Acquisition Transaction
Agnico Eagle Abitibi Acquisition Corp., a wholly-owned subsidiary of Agnico Eagle, and O3 Mining will amalgamate under the Business Corporations Act (Ontario) (the “Amalgamation”), with the amalgamated entity (“Amalco”) becoming a wholly-owned subsidiary of Agnico Eagle. The Amalgamation will constitute the subsequent acquisition transaction contemplated by the Offer (the “Subsequent Acquisition Transaction”), by which Agnico Eagle will acquire ownership of 100% of the Common Shares.
Each O3 Mining shareholder (other than Agnico Eagle and any O3 Mining shareholder who validly exercises dissent rights in relation to the Amalgamation) will, upon completion of the Amalgamation, receive one redeemable preferred share of Amalco (each, a “Redeemable Preferred Share”) for each Common Share held immediately prior to the effective time of the Amalgamation. The Redeemable Preferred Shares will be automatically redeemed effective immediately following the effective time of the Amalgamation for $1.67 in cash per Redeemable Preferred Share (the “Redemption Consideration”) held immediately prior to the effective time of the Amalgamation. The Redemption Consideration is the same as the consideration that was offered to O3 Mining shareholders under the Offer.
The Amalgamation must be approved by (i) at least two-thirds of the votes cast by O3 Mining shareholders at a special meeting of O3 Mining shareholders (the “Meeting”) and (ii) a simple majority of the votes cast by O3 Mining shareholders at the Meeting, excluding votes from O3 Mining shareholders required to be excluded by Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”). As Agnico Eagle beneficially owns, and exercises control and direction over, Common Shares carrying more than two-thirds of the votes attached to all of the issued and outstanding Common Shares and the Common Shares taken-up and acquired under the Offer represent more than a majority of the votes attached to the Common Shares that may be voted in the “minority” vote under MI 61-101, Agnico Eagle is able to ensure the successful outcome of the shareholder votes in respect of the Amalgamation. The O3 Mining board recommends that O3 Mining shareholders vote FOR the Amalgamation.
Additional information regarding the terms of the amalgamation agreement and the Amalgamation will be provided in the management information circular of O3 Mining (the “Circular”) for the Meeting. It is anticipated that the Circular will be mailed to O3 Mining shareholders in February 2025 and the Meeting will be held in March 2025.
The Amalgamation is expected to close prior to March 31, 2025. Following completion of the Amalgamation, the Common Shares will be de-listed from the TSX Venture Exchange and O3 Mining will make an application to the Ontario Securities Commission to cease to be a reporting issuer under Canadian securities laws. Upon O3 Mining ceasing to be a reporting issuer, O3 Mining will no longer be subject to the ongoing continuous disclosure and reporting obligations currently imposed on O3 Mining as a reporting issuer and will be a private company that is wholly-owned by Agnico Eagle.
