(All amounts expressed in Canadian dollars
unless otherwise noted)
TORONTO, Feb. 18,
2025 /CNW/ - O3 Mining Inc. (TSXV: OIII)
(OTCQX: OIIIF) ("O3 Mining") is pleased to announce that it
has filed and mailed the information circular (the
"Circular") and related materials for the special meeting of
holders of common shares of O3 Mining ("Common Shares")
to be held on Monday, March 17, 2025
at 10:00 a.m. (Toronto time) (the "Meeting") to
approve the previously announced amalgamation
(the "Amalgamation") of O3 Mining and Agnico Eagle
Abitibi Acquisition Corp., a wholly-owned subsidiary of Agnico
Eagle Mines Limited ("Agnico Eagle").
The Amalgamation constitutes the subsequent acquisition
transaction contemplated by Agnico Eagle's board-supported
take-over bid to acquire O3 Mining. Under the Amalgamation,
shareholders of O3 Mining, other than Agnico Eagle, will receive
$1.67 in cash per Common Share.
Upon closing of the Amalgamation, O3 Mining will become a
wholly-owned subsidiary of Agnico Eagle. Closing of the
Amalgamation is expected to occur before the end of the first
quarter of 2025. Following closing, it is expected that the Common
Shares will be delisted from the TSX Venture Exchange and O3 Mining
will file an application to cease to be a reporting issuer under
Canadian securities laws.
Meeting and Circular
The Meeting is scheduled to be held on Monday, March 17, 2025 at 10:00 a.m. (Toronto time) at 155 Wellington Street West,
40th Floor, Toronto, Ontario, M5V
3J7. Shareholders of record as of the close of business on
February 13, 2025 are eligible to
receive notice of and vote at the Meeting.
In order to be voted at the Meeting, proxies must be received by
O3 Mining's transfer agent, Odyssey Trust Company, either online at
https://vote.odysseytrust.com, in person, or by mail or courier to
Trader's Bank Building, 702 – 67 Yonge Street, Toronto, Ontario, M5E 1J8, not later than
10:00 a.m. (Toronto time) on March 13, 2025. If you
hold your Common Shares through an investment advisor, broker,
bank, trust company, custodian, nominee, clearing agency or other
intermediary, a completed voting instruction form should be
deposited in accordance with the instructions printed on the
form.
The Amalgamation must be approved by at least two-thirds of the
votes cast by shareholders present in person or represented by
proxy at the Meeting. As of the close of business on the record
date, Agnico Eagle beneficially owned, and exercised control and
direction over, approximately 96.5% of the issued and outstanding
Common Shares. As a result, Agnico Eagle is able to cause the
Amalgamation to be approved.
The Circular provides important information regarding the
Amalgamation and related matters. Shareholders are urged to read
the Circular and its appendices carefully and in their entirety.
The Circular is available under O3 Mining's issuer profile on
SEDAR+ at www.sedarplus.ca as well as on its website at
https://o3mining.com/investors/#!/shareholder-materials.
If you have any questions or require assistance, please contact
Laurel Hill Advisory Group, by phone at 1-877-452-7187 or by e-mail
at assistance@laurelhill.com.
Information for Warrantholders
Any warrants to acquire Common Shares (the "Warrants")
that are currently outstanding may be exercised prior to the
closing of the Amalgamation and become eligible to receive the cash
consideration of $1.67 per Common
Share by following the procedures described in the Circular.
Warrants that remain outstanding on or after the closing of the
Amalgamation may be exercised in accordance with the terms of the
Warrant Indenture and will receive on exercise, in lieu of
Common Shares, $1.67 in cash.
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 the last five years to the cusp of its next stage of
development, with the expectation that the project will deliver
long-term benefits to stakeholders.
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, with a pipeline of high-quality
exploration and development projects. Agnico Eagle is a partner of
choice within the mining industry, recognized globally for its
leading sustainability practices. Agnico Eagle was founded in 1957
and has consistently created value for its shareholders, declaring
a cash dividend every year since 1983.
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" within
the meaning of applicable 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, 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 structure, timing and completion of the
Amalgamation; the ability of Agnico Eagle to acquire 100% of O3
Mining by way of the Amalgamation; and the timing of the Meeting
and completing the Amalgamation. Material factors or assumptions
that were applied in formulating the forward-looking information
contained herein include, without limitation, the expectations and
beliefs of O3 Mining that any second-step transaction will be
successful 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. O3 Mining cautions 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 O3 Mining believes, 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 does
not undertake, and assumes 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 defined 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.
SOURCE O3 Mining Inc.
