TORONTO, Sept. 8, 2014 /CNW/ - Agnico Eagle Mines Limited (NYSE: AEM, TSX:AEM) ("Agnico Eagle") and Cayden Resources Inc. (TSX-V:CYD) ("Cayden") are pleased to announce that they have entered into an
agreement (the "Agreement") pursuant to which Agnico Eagle will acquire
100% of Cayden's issued and outstanding common shares, including shares
issuable under outstanding options and warrants, under a plan of
arrangement (the "Arrangement") for total consideration of
approximately C$205 million, or approximately C$3.79 per share (based
on Agnico Eagle's volume weighted average price of shares on the TSX
for the 30-day period ended September 5, 2014). Under the Arrangement,
Cayden shareholders will be entitled to receive 0.09 of an Agnico Eagle
share and C$0.01 for each Cayden common share. The offer represents a
premium of 42.5% to the volume weighted average price of Cayden shares
on the TSX Venture Exchange for the 30-day period and an 51.9% premium
to the 60-day period, both ended September 5, 2014 (the last trading
day prior to announcement of the transaction).
All of the directors and officers of Cayden (who hold in the aggregate
approximately 19.8% of the issued and outstanding Cayden shares on a
fully-diluted basis) have entered into support agreements with Agnico
Eagle pursuant to which they have agreed, among other things, to
support the transaction and vote their Cayden securities in favour of
The maximum number of shares issuable by Agnico Eagle under the offer
will be approximately 4.86 million (based on the number of Cayden
shares outstanding on September 8, 2014 on a fully-diluted basis), or
approximately 2.3% of Agnico Eagle's outstanding shares (on a fully
Cayden owns, has options to acquire or has staked, concessions
constituting a 100% interest in the El Barqueňo Property, which covers
approximately 41,000 hectares in the Guachinango gold district in
Jalisco State, Mexico. El Barqueňo hosts a significant epithermal
bonanza type gold vein and disseminated stockwork system. Several gold
bearing zones have been identified by drilling and trenching in an area
approximately 13.5 km long by 4.7 km wide.
Cayden also owns a 100% interest in the Morelos Sur Property, which
covers approximately 13,000 hectares in the Guerrero gold belt in
Guerrero State, Mexico. Morelos Sur consists of three properties (La
Magnetita, Tenantla and Las Calles), and exploration by Cayden has
outlined a 25 km2 gold soil anomaly at La Magnetita, and Tenantla.
"This acquisition is consistent with our long-term strategy of acquiring
promising, early stage gold projects where we can add value through
focused exploration and mine building", said Sean Boyd, President and
Chief Executive Officer of Agnico Eagle. "This strategy has served us
well in Mexico, and we believe that the Cayden properties are a very
good fit with our existing southern operations and skill sets", added
"We are pleased with the value that this transaction delivers to our
shareholders and are excited at the prospect of Agnico applying its
resources to the advancement of El Barqueño and the results that will
surely follow. Our success could not have happened without the hard
work of our entire team, and I'd like to thank them for all of their
outstanding efforts." said Ivan Bebek, President and Chief Executive
Officer of Cayden Resources.
El Barqueňo Property Highlights
Located in the Guachinango gold district near existing infrastructure
(highway, power, labour)
Early stage gold project with historical heap leach production
(approximately 250,000 ounces produced in the 1980s)
Epithermal bonanza type gold veins and disseminated stockwork systems -
veins and mineralized structures have been identified in an area 13.5
km long by 4.7 km wide. Seven significant zones anomalous in gold have
been identified to date
Drilling by Cayden has focused on the Azteca, Angostura and Peňa de Oro
Highlights from Cayden drilling at the Azteca zone include: 4.26 grams
per tonne (g/t) gold and 0.06% copper over 20 metres; 2.34 g/t gold and
0.15% copper over 44 metres
Highlights from Cayden drilling at Peňa de Oro include: 4.46 (g/t) gold
and 0.09% copper over 27 metres; 4.06 g/t gold and 0.39% copper over 45
Preliminary metallurgical testing by Cayden at Azteca has yielded
Morelos Sur Property Highlights
Consists of three concessions (La Magnetita, Tenantla and Las Calles)
located in the Guerrero gold belt
The La Magnetita and Tenantla concessions together host a 25 km2 gold soil anomaly with values of 0.1 to 1.0 g/t gold
The Las Calles concession has yielded drill intersections of up to 3.21
g/t gold and 84 g/t silver over 28.5 metres
For additional details on El Barqueňo and Morelos Sur please see the
slide presentation entitled "Acquisition of Cayden Resources" dated
September 8, 2014, on the Agnico Eagle website (www.agnicoeagle.com).
"From a technical perspective, El Barqueňo bears a lot of similarities
to Pinos Altos in the early days" said Tim Haldane Senior
Vice-President Operations - USA and Latin America. "The property has
tremendous exploration upside and several prospective zones that we
believe can ultimately support heap leach and/or milling operations,
which would allow us to build another meaningful business in Mexico"
added Mr. Haldane.
The transaction is subject to approval by Cayden security holders,
Mexican anti-trust and other regulatory approvals and court approval.
Full details of the transaction will be set out in Cayden's information
circular that it will prepare in respect of the meeting of security
holders to approve the Arrangement. Cayden intends to mail the
information circular within the next three weeks. The transaction is
expected to close before the end of 2014.
Pursuant to the Agreement, Cayden is subject to customary
non-solicitation covenants. In the event a superior proposal is made to
Cayden, Agnico Eagle has a five business day right to match such
proposal. Under certain circumstances where the transaction is not
completed, Cayden has agreed to pay a termination fee of C$5.7 million
to Agnico Eagle.
Cayden's board of directors has unanimously determined that the
Agreement is in the best interests of Cayden and its security holders
and unanimously recommends that Cayden security holders vote in favour
of the Agreement.
The recommendation of the Cayden board is supported by a fairness
opinion provided by Beacon Securities Limited to the Special Committee
to the effect that the consideration is fair to Cayden shareholders.
Cayden has engaged Minvisory Corp. as its financial advisor and
McMillan LLP as its legal advisor in connection with the transaction.
Agnico Eagle has engaged Canaccord Genuity Corp. as its financial
advisor and Davies Ward Phillips & Vineberg LLP as its legal advisor in
connection with the transaction.
Copies of the Agreement, support agreements, management information
circular and certain related documents will be filed with securities
regulators and will be available on SEDAR at www.sedar.com.
About Agnico Eagle
Agnico Eagle is a senior Canadian gold mining company that has produced
precious metals since 1957. Its nine mines are located in Canada,
Finland and Mexico, with exploration and development activities in each
of these regions as well as in the United States. The Company and its
shareholders have full exposure to gold prices due to its long-standing
policy of no forward gold sales. Agnico Eagle has declared a cash
dividend every year since 1983.
Cayden Resources is a Canadian based exploration company focused on the
discovery, financing, and monetization of precious metal assets in two
favorable mining jurisdictions in Mexico. The management team of Cayden
is highly experienced and has a record of success in the mineral
The information in this document has been prepared as at September 8,
2014. Certain statements contained in this document 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, the words "anticipate", "believe", "expect", "estimate",
"forecast", "intend", "will", "planned", and similar expressions are
intended to identify forward-looking statements or information. Such
statements include without limitation: statements regarding the timing,
closing and approval of the transactions contemplated by the Agreement,
statements regarding the maximum number of Agnico Eagle shares issuable
under the Transaction; statements regarding the ability of Agnico Eagle
to develop a mining, milling or heap leach operation at the El Barqueňo
or Morelos Sur properties; statements as to the projected development
of certain ore deposits, including estimates of exploration,
development and production; statements regarding anticipated future
exploration. Such statements and information reflect Agnico Eagle's and
Cayden's views as at the date of this document and are subject to
certain risks, uncertainties and assumptions, and undue reliance should
not be placed on such statements and information. Many factors, known
and unknown could cause the actual results to be materially different
from those expressed or implied by such forward looking statements.
Such risks include, but are not limited to: the volatility of prices of
gold and other metals; uncertainty of mineral reserves, mineral
resources, mineral grades and mineral recovery estimates; uncertainty
of future production, capital expenditures, and other costs; currency
fluctuations; financing of additional capital requirements; cost of
exploration and development programs; mining risks; community protests;
risks associated with foreign operations; governmental and
environmental regulation; the volatility of stock prices; and risks
associated with byproduct metal derivative strategies. For a more
detailed discussion of such risks and other factors that may affect
Agnico Eagle's or Cayden's ability to achieve the expectations set
forth in the forward-looking statements contained in this document, see
Agnico Eagle's Annual Information Form for the year ended December 31,
2013 filed on SEDAR at www.sedar.com and included in Agnico Eagle's Form 40-F for the year ended December
31, 2013 filed on EDGAR at www.sec.gov and Cayden's Annual Information Form for the year ended December 31,
2013 filed on SEDAR at www.sedar.com, as well as both of Agnico Eagle's and Cayden's other filings with the
Canadian securities regulators and Agnico Eagle's filings with the U.S.
Securities and Exchange Commission (the "SEC"). Neither Agnico Eagle
nor Cayden intend, nor do they assume any obligation, to update these
forward-looking statements and information. For a detailed breakdown of
Agnico Eagle's reserve and resource position see Agnico Eagle's Annual
Information Form or Form 40-F.
Scientific and Technical Disclosure
David Hladky, P. Geo., is the Qualified Person with respect to National
Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") at Morelos Sur. All core is drilled at HQ or NQ diameter
and is sawed or split into equal halves on site. All samples are
assayed using standard 30 grams fire assay with atomic absorption
finish by Acme Labs in Vancouver, British Columbia. QA/QC programs
using internal standard samples, field and lab duplicates, re-assays,
and blanks indicate good accuracy and precision in a large majority of
standards assayed. Intercepts were calculated using a minimum of a 0.2
g/t cut off at beginning and end of the intercept and allowing for no
more than six consecutive samples (six meters) of less than 0.2 g/t Au.
David Hladky, P. Geo. is the Qualified Person with respect to NI 43-101
at Barqueño. All core is drilled at HQ diameter and is sawed or split
into equal halves on site. All samples are assayed using standard 30
gram fire assay with atomic absorption finish by Acme Labs in
Vancouver, BC. QA/QC programs using internal standard samples, field
and lab duplicates, re-assays, and blanks indicate good accuracy and
precision in a large majority of standards assayed. As the mapped
mineralized corridors strike EW to ENE, the drill holes were designed
to have azimuths perpendicular or close to perpendicular to the strike.
As this is the first drill program by Cayden, the dips of the
mineralized structures are not entirely known. However, based on
mapping and previous drilling, all intercepts released herein are
believed to be 30-100% of true width. Intercepts are calculated
assuming a bulk-mining scenario, with a width cutoff of 5 meters and
grade cutoff of 0.5 g/t Au for Azteca, Peña de Oro and Angostura.
At Azteca, no intercepts were reported that averaged less than 0.5 g/t
Au. The intercepts have no more than five consecutive meters of less
than 0.2 g/t, at which time two intercepts are composited. Copper
intercepts were calculated using Cu as the main element of interest. A
0.45% Cu cutoff was used for the entire intercept. No intercepts were
reported that averaged below 0.5% Cu. The intercepts have no more than
five consecutive meters of less than 0.2% Cu.
At Peña de Oro and Angostura, no intercepts were reported that averaged
less than 0.5 g/t Au and/or 0.2 % Cu and no intercepts have more than
six consecutive meters of less than 0.2 g/t and/or 0.2% Cu, or begin or
end with values less than 0.2 g/t and/or 0.2% Cu.
David Hladky, P. Geo. is the Qualified Person who approved the
scientific and technical disclosure in this news release on behalf of
Cautionary Note to US Investors Regarding Mineral Reporting Standards
Each of Agnico Eagle and Cayden prepare their disclosure in accordance
with the requirements of securities laws in effect in Canada, which
differ from the requirements of US securities laws. Terms relating to
mineral resources and mineral reserves in this news release are defined
in accordance with NI 43-101 under the guidelines set out in the
Canadian Institute of Mining, Metallurgy, and Petroleum Standards on
Mineral Resources and Mineral Reserves. For United States reporting
purposes, the SEC applies different standards in order to classify
mineralization as a reserve. As a result, the definitions of proven and
probable reserves used in NI 43-101 differ from the definitions in the
SEC Industry Guide 7. In addition, the SEC does not recognize the terms
"measured resources", "indicated resources" and "inferred resources".
These terms may be used in documents referred to in this news release
and which are included in the public filings of each of Agnico Eagle
and Cayden which have been filed with securities commissions or similar
authorities in Canada and, with respect to Agnico Eagle, which have
been filed with the SEC.
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 or visit Agnico Eagle's website at www.agnicoeagle.com.
For further information regarding Cayden, contact Ivan Bebek - President and CEO, or Jay Adelaar, Manager of Investor Relations at (778) 729-0600 or www.caydenresources.com.