Pursuant to the take-over bid (the offer), Grayd shareholders will be entitled to receive, at their option, for each Grayd share they own, either $2.80 in cash or 0.04039 of an Agnico-Eagle share and $0.05 in cash, in each case subject to pro ration.

The maximum amount of cash payable by Agnico-Eagle under the offer will be equal to one-third of the total consideration (about $92m).

The maximum number of shares issuable by Agnico-Eagle under the offer will be about 2.7 million (based on the number of Grayd shares outstanding on 19 September 2011 on a fully-diluted basis), or about 1.4% of Agnico-Eagle’s outstanding shares on a fully-diluted basis.

The offer is subject to customary conditions, including that a minimum of 66 2/3% of the outstanding Grayd shares (on a fully-diluted basis) are tendered to the offer.

Grayd is a natural resource company focused primarily on exploring and developing a large land position in Mexico which is highly prospective for gold and silver mineralization.