Announcement • Mar 20
Agnico Eagle Mines Limited (NYSE:AEM) completed the acquisition of O3 Mining Inc. (TSXV:OIII) from Globex Mining Enterprises Inc. (TSX:GMX), Extract Advisors LLC, Franklin Gold and Precious Metals Fund (MutualFund:FKRC.X), managed by Franklin Resources, Inc. (NYSE:BEN) and others.
Agnico Eagle Mines Limited (NYSE:AEM) entered into a definitive to acquire O3 Mining Inc. (TSXV:OIII) from Globex Mining Enterprises Inc. (TSX:GMX), Extract Advisors LLC, Franklin Gold and Precious Metals Fund (MutualFund:FKRC.X), managed by Franklin Resources, Inc. (NYSE:BEN) and others for approximately CAD 190 million on December 12, 2024. Pursuant to which Agnico Eagle has agreed to offer to acquire, directly or indirectly, all of the outstanding common shares of O3 Mining (the "Common Shares") at CAD 1.67 per Common Share in cash by way of a take-over bid. The Offer is valued at approximately CAD 204 million on a fully diluted in-the-money basis. The offer price of CAD 1.67 per Common Share represents a premium of 57% to the volume weighted average price of the Common Shares on the TSX Venture Exchange for the 20-day period ended December 11, 2024 (the last trading day prior to announcement of the Offer). Agnico Eagle, through a wholly-owned subsidiary, Agnico Eagle Abitibi Acquisition Corp. (the "Offeror"), intends to formally commence the Offer by mailing a take-over bid circular to O3 Mining shareholders on or about December 19, 2024, and O3 Mining's directors' circular is also expected to be mailed to O3 Mining shareholders on or about that date. The Offer will be open for acceptance for a minimum of 35 days following the date of commencement. Only O3 Mining shareholders who tender their Common Shares will receive the cash consideration of CAD 1.67 per Common Share. The Agnico Eagle is entitled to a termination payment of CAD 10 million if the Definitive Agreement is terminated in certain circumstances, including if O3 Mining enters into an agreement with respect to a superior proposal within the meaning of the Definitive Agreement. As of January 23, 2025, 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 aggregate consideration payable for the Deposited Shares is $184,408,800. Agnico Eagle will pay for the Deposited Shares by January 28, 2025. As of January 28, 2025, Globex Mining Enterprises completed the sale of 1,185,897 O3 Mining Inc. shares to Agnico Eagle for $1,980,447.99.
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 representatives 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, José 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. 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.
The Offer is conditional upon, among other conditions, there having been deposited pursuant to the Offer and not withdrawn at the expiry of the initial deposit period not less than two-thirds of the Common Shares then outstanding, excluding the Common Shares beneficially owned, or over which control or direction is exercised, by Agnico Eagle and any person acting jointly or in concert with Agnico Eagle. All directors and officers of O3 Mining, Extract Advisors LLC and certain Franklin Templeton managed funds (collectively representing approximately 22% of the outstanding Common Shares on a basic basis) have agreed under lock-up agreements with Agnico Eagle, to tender their Common Shares to the Offer, including Common Shares beneficially owned, or over which control or direction is exercised, by them, at any time up to and including the expiry time of the Offer. The Board of Directors of O3 Mining, having received a unanimous recommendation from a special committee comprised solely of independent directors of O3 Mining and after receiving outside legal and financial advice, is recommending that O3 Mining shareholders tender their Common Shares and accept the Offer. The recommendation of the Board is supported by fairness opinions provided by Fort Capital Partners ("Fort Capital") to the Board and Special Committee and by Maxit Capital LP to the Board, each stating that the Offer is fair, from a financial point of view, to O3 Mining shareholders (other than Agnico Eagle and its affiliates). On December 19, 2024, Agnico Eagle has commenced its offer to acquire all of the issued and outstanding common shares of O3 Mining not already owned, directly or indirectly, by Agnico Eagle. As of January 23, 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 to the Offer and receive the all-cash offer price of $1.67 per Common Share. As of February 4, 2025, the tender offer has been expired. 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. Agnico Eagle will pay for the Deposited Shares by February 6, 2025. The amalgamation is expected to close prior to March 31, 2025. As of March 17, 2025 O3 Mining Shareholders approved the transaction which is now expected to close on March 18, 2025.
Edgehill Advisory Ltd. is acting as financial advisor to Agnico Eagle. Patricia L. Olasker, Marc Pontone, Andrew Mihalik and Jim Dinning of Davies Ward Phillips & Vineberg LLP is acting as legal advisor to Agnico Eagle. Maxit Capital is acting as financial advisor and fairness opinion provider to O3 Mining. Sander A.J.R. Grieve, Andrew N. Disipio, Jean Tessier, Vanessa Trépanier, Jeff Taylor, Philip B. Ward, Julia Qian Wang, Zirjan (Zee) J. Derwa, Talia K. Bregman and Simon Grant Bennett of Jones LLP is acting as legal advisor to O3 Mining. Fort Capital is acting as financial advisor and fairness opinion provider to the Special Committee. Jay Goldman, Lindsay Clements and Jasmine Qin of Cassels Brock & Blackwell LLP is acting as legal advisor to the Special Committee. Laurel Hill Advisory Group acted as depository and information agent to O3 Mining. Odyssey Trust Company acted as transfer agent to O3 Mining.
Agnico Eagle Mines Limited (NYSE:AEM) completed the acquisition of O3 Mining Inc. (TSXV:OIII) from Globex Mining Enterprises Inc. (TSX:GMX), Extract Advisors LLC, Franklin Gold and Precious Metals Fund (MutualFund:FKRC.X), managed by Franklin Resources, Inc. (NYSE:BEN) and others on March 18, 2025. Agnico Eagle Mines completed the acquisition of 100% of the outstanding common shares of O3 Mining (the "Common Shares") pursuant to the amalgamation (the "Amalgamation") of O3 Mining and Agnico Eagle Abitibi Acquisition Corp., a wholly-owned subsidiary of Agnico Eagle. O3 Mining is now a wholly-owned subsidiary of Agnico Eagle. It is expected that the Common Shares will be delisted from the TSX Venture Exchange on or around March 20, 2025 and O3 Mining will file an application to cease to be a reporting issuer under Canadian securities laws.
