(All amounts expressed in Canadian dollars unless otherwise noted)
TORONTO, Nov. 22, 2011 /CNW/ - Agnico-Eagle Mines Limited
("Agnico-Eagle") (NYSE: AEM) & (TSX: AEM) and Grayd Resource
Corporation ("Grayd") (TSX-V: GYD & OTCQX: GYDRF) announced today that
Agnico-Eagle has exercised its right under the compulsory acquisition
provisions in Section 300 of the Business Corporations Act (British Columbia) to acquire all of the outstanding common shares of
Grayd (the "Shares") that it did not acquire under its recently
completed offer (the "Offer") to acquire all of the issued and
outstanding Shares, by mailing a notice of compulsory acquisition (the
"Notice of Compulsory Acquisition") to all remaining holders of Shares.
The compulsory acquisition is expected to be completed on January 23,
To elect to receive consideration per Share of 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 and rounding, Grayd shareholders should complete
the letter of transmittal accompanying the Notice of Compulsory
Acquisition and deliver it with the certificate(s) representing such
shareholder's Shares to Computershare Trust Company of Canada
("Computershare") prior to 5:00 p.m. on January 23, 2012. Questions and
requests for assistance, including requests for additional copies of
the Notice of Compulsory Acquisition and related letter of transmittal,
may be directed to Computershare at 1-800-564-6253
Agnico-Eagle also announced today that, under the pro ration provisions
of the Offer, Grayd shareholders who elected the cash alternative under
the Offer will receive $1.89 in cash and 0.01342 of an Agnico-Eagle
share for each Share deposited and those who elected the share
alternative under the Offer will receive $0.05 in cash and 0.04039 of
an Agnico-Eagle share for each Share deposited, in each case subject to
rounding for fractional shares. The aggregate cash consideration to be
paid by Agnico-Eagle for the Shares tendered to the Offer is
approximately $170 million and the aggregate number of Agnico-Eagle
shares to be issued is approximately 1.25 million Agnico-Eagle shares.
Upon completion of the compulsory acquisition, Agnico-Eagle intends to
take the necessary steps to delist the Shares from the TSX Venture
Exchange and to have Grayd cease to be a reporting issuer under
Canadian securities laws.
Grayd intends to apply to the British Columbia Securities Commission to
request an exemption from certain continuous disclosure obligations
pending the completion of the compulsory acquisition, including the
requirement to prepare, file and mail to Grayd shareholders Grayd's
annual and interim financial statements and related materials.
Agnico-Eagle is a long established, Canadian headquartered gold producer
with operations located in Canada, Finland and Mexico and exploration
and/or development activities in Canada, Finland, Mexico and the United
States. Agnico-Eagle has full exposure to higher gold prices consistent
with its policy of no forward gold sales and maintains a corporate
strategy based on increasing shareholders' exposure to gold on a per
share basis. It has paid a cash dividend for 29 consecutive years.
Agnico-Eagle's head office is located at 145 King Street East, Suite
400, Toronto, Ontario M5C 2Y7.
Grayd is a growth-oriented junior natural resource company focused
primarily on exploring and developing a large land position in Mexico
which is highly prospective for gold and silver mineralization.
This news release does not constitute an offer to purchase or sell or a
solicitation of an offer to sell or purchase shares of Grayd or
Agnico-Eagle made to any person in the United States of America, its
possessions and other areas subject to its jurisdiction or to, or for
the account or benefit of, a U.S. person (as defined in Regulation S
under the United States Securities Act of 1933, as amended). On October
13, 2011, Agnico-Eagle filed with the United States Securities and
Exchange Commission (the "SEC") a Registration Statement on Form F-80,
which includes the Offer and take-over bid circular and other Offer
documents; on October 21, 2011, Agnico-Eagle filed with the SEC an
amendment to the Form F-80 containing the notice of change and
variation; and on November 22, 2011, Agnico-Eagle filed with the SEC a
further amendment to the Form F-80 containing the Notice of Compulsory
Acquisition. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
DISCLOSURE DOCUMENTS FILED BY AGNICO-EAGLE FROM TIME TO TIME WITH THE
SEC REGARDING THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. The Offer and take-over bid circular, as well as the
notice of change and variation relating thereto, have been sent to
shareholders of Grayd. The Notice of Compulsory Acquisition has been
sent to the remaining shareholders of Grayd. Investors may also obtain
a free copy of the Offer documents filed by Agnico-Eagle from time to
time with the SEC at the SEC's website at www.sec.gov. INVESTORS AND SECURITY HOLDERS SHOULD READ THE OFFER DOCUMENTS
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE OFFER.
The information in this news release has been prepared as at November
18, 2011. Certain statements contained in this news release constitute
"forward-looking statements" within the meaning of the United States
Private Securities Litigation Reform Act of 1995 and "forward looking
information" under the provisions of Canadian provincial securities
laws and are referred to herein as "forward-looking statements". When
used in this document, words such as "will", "expects" and "intends"
and similar expressions are intended to identify forward-looking
statements or information.
Such statements and information include, without limitation, statements
regarding the acquisition by Agnico-Eagle of Shares not deposited prior
to the expiry of the Offer pursuant to a compulsory acquisition
transaction, the anticipated timing for the completion of the
compulsory acquisition transaction and Grayd's intention to apply for
relief from the requirements to file its annual and interim financial
statements and related materials.
These forward-looking statements are subject to numerous risks,
uncertainties and assumptions, certain of which are beyond the control
of Grayd and/or Agnico-Eagle. Agnico-Eagle and Grayd disclaim any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise except as required by applicable securities laws. Neither
the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
any responsibility for the adequacy or accuracy of this release.
SOURCE Agnico-Eagle Mines Limited
For further information:
For further information regarding Agnico-Eagle, contact Investor Relations at firstname.lastname@example.org or call (416) 947-1212.
For further information regarding Grayd, contact Marc A. Prefontaine, President and CEO of Grayd or Daniel G. McIntyre, Manager Corporate Communications of Grayd at (604) 681-7446 or visit Grayd's website at www.grayd.com.