Agnico-Eagle offer for Grayd expires; Agnico-Eagle acquires 94.77% of Grayd and plans compulsory acquisition of remaining sha...
November 15 2011 - 1:08PM
PR Newswire (Canada)
TORONTO, Nov. 18, 2011 /CNW/ - Agnico-Eagle Mines Limited
("Agnico-Eagle") and Grayd Resource Corporation ("Grayd") announced
today that 91,228,900 common shares (the "Shares") of Grayd,
representing approximately 94.77% of the outstanding Shares on a
fully-diluted basis, have been validly deposited pursuant to the
offer (the "Offer") made by Agnico-Eagle to acquire all of the
issued and outstanding Shares. All conditions of the Offer have
been satisfied and the Offer has now expired and will not be
extended. Agnico-Eagle has taken up all deposited Shares and will
pay for such deposited Shares not later than November 23, 2011. As
the Offer was accepted by holders of more than 90% of the issued
and outstanding Shares, Agnico-Eagle intends to exercise its rights
under the compulsory acquisition provisions in Section 300 of the
Business Corporations Act (British Columbia) to acquire all of the
outstanding Shares that it does not currently own. Agnico-Eagle
expects to mail a notice of compulsory acquisition (the "Notice of
Compulsory Acquisition") to all remaining holders of Shares
shortly. 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.
About Agnico-Eagle Agnico-Eagle is a long established, Canadian
headquartered gold producer with operations located in Canada,
Finland and Mexico and exploration and 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. About Grayd 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. Further information
For further information regarding Agnico-Eagle, contact Investor
Relations at info@agnico-eagle.com, call (416) 947-1212. To obtain
a copy of the early warning report filed by Agnico-Eagle with the
Canadian securities regulatory authorities relating to the
acquisition by Agnico-Eagle of the Shares taken up to date, contact
David Smith, Senior Vice-President, Investor Relations of
Agnico-Eagle at (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. U.S.
Shareholders 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, and on October
21, 2011, Agnico-Eagle filed with the SEC an amendment to the Form
F-80 containing the notice of change and variation. Agnico-Eagle
expects to file with the SEC a further amendment to the Form F-80
containing the Notice of Compulsory Acquisition shortly. 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 and the Notice of Compulsory Acquisition will
be sent to the remaining shareholders of Grayd shortly. 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.
Forward-looking statements 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 timing of payment and the
consideration to be paid by Agnico-Eagle for Shares deposited
pursuant to the Offer, the acquisition by Agnico-Eagle of Shares
not deposited prior to the expiry of the Offer pursuant to a
compulsory acquisition transaction, the mailing and filing of the
Notice of Compulsory Acquisition 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. Agnico-Eagle Mines Limited CONTACT: regarding
Agnico-Eagle, contact Investor Relationsat info@agnico-eagle.com,
call (416) 947-1212.regarding Grayd, contact Marc A. Prefontaine,
President and CEO ofGrayd or Daniel G. McIntyre, Manager Corporate
Communications of Graydat (604) 681-7446 or visit Grayd's website
at www.grayd.com
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