Agnico Eagle Mines Ltd T.AEM

Management Information Circular FYI

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Agnico Eagle and Kirkland Lake Gold Announce Filing of Joint Management Information Circular in Connection With Proposed Merger

GlobeNewswire - 51 minutes ago

 

Agnico Eagle Mines Limited (TSX:AEM, NYSE:AEM) ("Agnico Eagle" or the "Company") and Kirkland Lake Gold Ltd. (TSX:KL, NYSE:KL, ASX:KLA) ("Kirkland Lake Gold") are pleased to announce today that they have filed a joint management information circular dated October 29, 2021 (the "Joint Circular") and related meeting and proxy materials in connection with their respective special meetings of shareholders (the "Meetings") scheduled to be held on November 26, 2021. The purpose of the Meetings is to seek approval for certain matters in connection with their previously announced merger of equals (the "Merger") to be effected by way of a plan of arrangement under the Business Corporations Act (Ontario).

The Merger

Pursuant to the merger agreement dated September 28, 2021 (as amended, the "Merger Agreement"), Kirkland Lake Gold shareholders ("Kirkland Shareholders") will receive 0.7935 of an Agnico Eagle common share (the "Agnico Shares") for each Kirkland Lake Gold common share (the "Kirkland Shares") held. The Merger will require the affirmative vote of at least two-thirds of the votes cast by holders of Kirkland Shares present (virtually) or represented by proxy and entitled to vote at the special meeting of Kirkland Shareholders (the "Kirkland Meeting"). The issuance of shares by Agnico Eagle in connection with the Merger is subject to the approval of at least a majority of votes cast by holders of Agnico Shares (the "Agnico Shareholders") present (virtually) or represented by proxy and entitled to vote at the special meeting of Agnico Shareholders (the "Agnico Meeting"). Immediately upon completion of the Merger, existing Agnico Shareholders and existing Kirkland Shareholders are expected to own approximately 54% and 46% of the Agnico Shares in the combined company, respectively (on a non-diluted basis).

Board of Directors' Recommendations

The Board of Directors of each of Agnico Eagle and Kirkland Lake Gold have unanimously approved the Merger and recommend that their respective shareholders vote "FOR" the matters put before them at the respective Meetings.

Reasons for the Merger

In recommending the Merger, the Board of Directors of Agnico Eagle and the Board of Directors of Kirkland Lake Gold considered a number of factors including the following:

Additional details with respect to the reasons for the Merger as well as its potential benefits and risks are described in the Joint Circular, which Agnico Shareholders and Kirkland Shareholders are urged to read carefully.

Approvals and Conditions to Closing

Completion of the Merger is subject to shareholder and court approvals, approval of the Australian Foreign Investment Review Board ("FIRB Approval"), and the satisfaction or waiver of other customary closing conditions. The Toronto Stock Exchange (the "TSX") has conditionally approved the listing of the Agnico Shares to be issued in connection with the Merger, the Merger has been approved under the Competition Act (Canada), and exemptive relief has been granted by the Australian Securities and Investments Commission from compliance with certain prospectus and share sale requirements. It is currently expected that the effective date of the Merger will occur as early as December 2021 or during the first quarter of 2022.

The Meetings

In light of the ongoing impact of COVID-19 and the associated public health measures, Agnico Eagle and Kirkland Lake Gold will be conducting separate virtual-only Meetings via live webcast. Agnico Eagle and Kirkland Lake Gold believe that a virtual meeting gives all shareholders an equal opportunity to participate regardless of their geographic location or the particular constraints, circumstances or risks that they may be facing as a result of COVID-19. Agnico Eagle and Kirkland Lake Gold shareholders will not be able to attend the Meetings in person.

The Agnico Meeting will be held online at 10:00 a.m. (Toronto time) on November 26, 2021 in a virtual-only format, which will be conducted via live webcast available online using the TSX Trust virtual shareholder meeting platform at https://virtual-meetings.tsxtrust.com/1233, password "agnico2021" (case sensitive). The Kirkland Meeting will be held online at 11:00 a.m. (Toronto time) on November 26, 2021 in a virtual-only format, which will be conducted via live webcast available online using the TSX Trust virtual shareholder meeting platform at https://virtual-meetings.tsxtrust.com/1231, password "kirkland2021" (case sensitive). Agnico Eagle and Kirkland Lake Gold shareholders of record as of the close of business on October 13, 2021 will be eligible to vote at the respective Meetings.

Mailing of the Joint Circular and related meeting and proxy materials has commenced and shareholders of Agnico Eagle and Kirkland Lake Gold should expect to receive their respective meeting materials shortly. Agnico Eagle and Kirkland Lake Gold shareholders are encouraged to read the Joint Circular and its appendices carefully and in their entirety. The Joint Circular has been filed under Agnico Eagle's and Kirkland Lake Gold's respective issuer profiles on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

How to Vote

All shareholders are strongly encouraged to submit their completed form of proxy (in the case of registered shareholders) or voting instruction form (in the case of non-registered shareholders and, in the case of Kirkland Lake Gold, holders of Kirkland CHESS Depositary Interests ("Kirkland CDIs") in Australia), or alternatively, to vote over the internet or by other means, in each case, well in advance of the Meetings and in accordance with the instructions included in the Joint Circular and in the form of proxy or voting instruction form, as applicable, so that as many shares as possible are represented at the Meetings.

Agnico Shareholders must vote before 10:00 a.m. (Toronto time) on November 24, 2021 (or by 10:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Agnico Meeting).

Kirkland Shareholders must vote before 11:00 a.m. (Toronto time) on November 24, 2021 (or by 11:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Kirkland Meeting). Holders of Kirkland CDIs must complete their voting instructions before 11:00 a.m. (Toronto time) on November 23, 2021 in order to allow sufficient time to collate the votes of such holders and submit them to Kirkland Lake Gold's transfer agent prior to the proxy cut-off time.

Detailed instructions for how to vote and participate at each Meeting are included in the Joint Circular and a copy of the applicable TSX Trust Virtual Meeting Guide is available on Agnico Eagle's and Kirkland Lake Gold's respective issuer profiles on SEDAR at www.sedar.com and EDGAR at www.sec.gov. If you have questions regarding the portal for the Meetings or require assistance in accessing the websites for the Meetings, you may contact [e-mail].

Shareholder Questions and Assistance

If you have any questions regarding the Agnico Meeting, please contact Agnico Eagle's strategic shareholder advisor and proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (toll- free in North America) or at 1-416-304-0211 (for collect calls outside of North America), or by email at [e-mail].

If you have any questions about the Kirkland Meeting, please contact Kirkland Lake Gold's strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors by telephone at 1-877-659-1824 (toll-free in North America), at 1-800-155-612 (toll free in Australia) or at 1-416-867-2272 (collect calls outside of North America), or by email at [e-mail].

For further information regarding Agnico Eagle, contact Investor Relations at info@Agnico Eagle.com or call [phone].

For further information regarding Kirkland Lake Gold, contact Anthony Makuch, President, Chief Executive Officer & Director at [e-mail] or call [phone]; or Mark Utting, Senior Vice President, Investor Relations at [e-mail] or call [phone].