Agnico-Eagle makes offer to acquire balance of Riddarhyttan valuing
company at US$150 million /NOT FOR DISTRIBUTION TO NEWS WIRE
SERVICES OR FOR DISSEMINATION IN AUSTRALIA OR JAPAN. THE OFFER IS
NOT BEING MADE TO PERSONS WHOSE PARTICIPATION REQUIRES FURTHER
PROSPECTUSES, FILINGS OR OTHER MEASURES IN ADDITION TO THOSE
REQUIRED UNDER SWEDISH AND U.S. LAW./ TORONTO, May 12
/PRNewswire-FirstCall/ -- Agnico-Eagle Mines Limited is pleased to
announce today that it has signed an agreement with Riddarhyttan
Resources AB under which Agnico-Eagle has agreed to make an
exchange offer for all of the outstanding shares of Riddarhyttan
not currently owned by Agnico- Eagle and Riddarhyttan has agreed to
support the offer. The shares of Riddarhyttan are listed on the
Stockholm Stock Exchange. Agnico-Eagle already owns approximately
14% of the outstanding shares of Riddarhyttan. The offer document
will be mailed to shareholders after completion of Swedish and U.S.
regulatory review. Suurikuusikko: A Growing Gold Deposit in a
Promising Camp Riddarhyttan is the 100% owner of the Suurikuusikko
gold deposit, located approximately 550 miles north of Helsinki
near Kittila in Finnish Lapland. Riddarhyttan's property position
in the Suurikuusikko area consists of 102 claims (approximately
7,810 hectares) and a mining concession of 840 hectares with
Precambrian greenstone belt geology and topography similar to
Agnico-Eagle's land package in the Abitibi region of Quebec. "This
offer is a logical next step for Agnico-Eagle and is consistent
with our strategy of creating value by leveraging our technical
skills and building a larger more diversified gold production
base," said Sean Boyd, President and Chief Executive Officer of
Agnico-Eagle. "We are providing a premium offer to the Riddarhyttan
shareholders and an opportunity for them to participate in the
benefits of a growing, more liquid gold investment with an
experienced mining team," added Mr. Boyd. Riddarhyttan has reported
an indicated resource of 9.6 million tonnes grading 5.6 grams of
gold per tonne (1.7 million troy ounces) and inferred resource of
7.6 million tonnes grading 4.4 grams of gold per tonne (1.1 million
troy ounces), using a cut-off of two grams of gold per tonne, on
the Suurikuusikko project. Six drills are currently operating on
the property with the objectives of testing the deposit at depth
and transferring resources from the inferred into indicated
category. Offer Represents a Premium to Riddarhyttan Shareholders
The offer values each Riddarhyttan share at SEK 10.25 (US$1.42)(1)
and represents a premium of 27.3%, based on the closing price of
the Agnico-Eagle shares on the New York Stock Exchange and of the
Riddarhyttan shares on the Stockholm Stock Exchange on May 11,
2005, the last trading day before the announcement of the offer.
The offer represents a premium of 36.5%, based on the average
closing price of the Agnico-Eagle shares on the New York Stock
Exchange and of the Riddarhyttan shares on the Stockholm Stock
Exchange for the 30 trading day period(2) prior to the announcement
of the offer. The offer values Riddarhyttan at SEK 1,084 million
(US$150 million)(1), based on 105,753,846 Riddarhyttan shares
outstanding as at May 11, 2005. Riddarhyttan Board Supports Offer
The Board of Directors of Riddarhyttan unanimously recommends that
Riddarhyttan shareholders accept this offer. The Board's
recommendation is supported by a fairness opinion from the
financial advisor to the Board, Standard Bank London Limited.
Additional information with respect to the offer is contained in
the announcement of the offer required under Swedish law. The full
text of the announcement is annexed to this press release.
Agnico-Eagle has engaged Enskilda Securities as financial advisor
and receiving agent for the offer. Orion Securities Inc., Citigroup
Global Markets Inc. and Pollitt & Co. are acting as
Agnico-Eagle's financial advisors in connection with the offer.
Indicative Offer Timetable As soon as practicable following the
completion of Swedish and U.S. regulatory review of the offer
document, the offer document will be mailed to shareholders of
Riddarhyttan. The acceptance period for the offer will then be open
for a minimum period of 20 business days. The offer is conditional
upon, among other things, acceptance to such an extent that
Agnico-Eagle becomes owner of more than 90% of the outstanding
Riddarhyttan shares on a fully-diluted basis and all necessary
regulatory and governmental approvals. U.S. Shareholders This press
release does not constitute an offer to purchase or sell or a
solicitation of an offer to sell or purchase shares of Riddarhyttan
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). The offer will be made to these persons solely under the
registration statement, offer to purchase, prospectus and other
offer documents that Agnico-Eagle expects to file with the United
States Securities and Exchange Commission. U.S. investors and
securityholders are advised to read these documents carefully when
they become available, because they will include important
information regarding the offer. At that time, investors and
stockholders may obtain a free copy of the offer to purchase,
prospectus, the related letter of transmittal and certain other
offer documents from the Securities and Exchange Commission's
website at http://www.sec.gov/. Free copies of these documents can
also be obtained by directing a request to Agnico-Eagle. YOU SHOULD
READ THE OFFER TO PURCHASE, PROSPECTUS AND OTHER OFFER DOCUMENTS
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE OFFER. UK
Information This press release has been approved solely for the
purposes of Section 21 of the Financial Services and Markets Act
2000 by Citigroup Global Markets Limited of Citigroup Centre, 33
Canada Square, Canary Wharf, London E14 5LB. Citigroup Global
Markets Limited is acting for Agnico-Eagle and no one else in
connection with the offer and will not be responsible to any other
person for providing the protections afforded to clients of
Citigroup Global Markets Limited or for providing advice in
relation to the offer. Conference Call Today Agnico-Eagle will host
a conference call today at 10:30 a.m. (EDT) to discuss the offer.
To participate in the conference call, please dial 1-866-249-6463
or (303) 205-0044. To ensure your participation, please call
approximately five minutes prior to the scheduled time. A live
audio webcast of the call will be available on Agnico-Eagle's
website at http://www.agnico-eagle.com/. The conference call will
be replayed from May 12, 2005 at 2:30 p.m. (EDT) to May 19, 2005 at
11:59 p.m. (EDT). Please dial 1-877-289-8525 or (416) 640-1917,
passcode 21124617 (followed by the number sign). Technical Data The
mineral resource estimate reported herein for Suurikuusikko was
prepared for Riddarhyttan in accordance with the Australasian Code
for Reporting Mineral Resources and Ore Reserves, September 1999
("JORC Code"). Mineral resources that have been disclosed herein
were estimated using a minimum gold grade cut-off of 2 grams of
gold per ton. Mineral resource estimates prepared under reporting
codes other than National Instrument 43-101 ("NI 43-101") should
not be relied upon as they may not conform to NI 43-101 standards
and definitions. However, reserve and resource categories in the
JORC Code are substantially similar to the corresponding categories
of mineral reserves and resources required under NI 43-101. To the
best of Agnico-Eagle's knowledge, the Riddarhyttan estimate is
relevant and reliable. The terms "measured", "indicated" and
"inferred" mineral resources are terms recognized and required
under certain securities legislation. United States investors are
advised that the SEC does not recognize these terms. "Inferred
mineral resources" have a great amount of uncertainty as to their
existence and as to their economic and legal feasibility. It cannot
be assumed that all or any part of an inferred mineral resource
will ever be upgraded to a higher category. Estimates of inferred
mineral resources may not form the basis of feasibility or other
economic studies. United States investors are cautioned not to
assume that all or any part of measured or indicated mineral
resources will ever be converted into mineral reserves. United
States investors are also cautioned not to assume that all or any
part of an inferred mineral resource exists or is economically or
legally mineable. The resource data in this press release has been
compiled by Thomas Lindholm (Riddarhyttan Resources AB) who by
SveMin, Foreningen for gruvor, mineral- och metallproducenter, is
registered as a "Qualified Person" and Bill Fleshman, a certified
professional geologist in Australia. Forward-Looking Statements
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. In this
news release, the words "anticipate", "expect", "estimate",
"forecast", "plan" and similar words and expressions are intended
to identify forward-looking statements. Such statements reflect
Agnico-Eagle's views at this time with respect to future events and
are subject to certain risks, uncertainties and assumptions. Many
factors could cause the actual results to be materially different
from those expressed or implied by such forward-looking statements,
including, among others, those discussed under the heading "Risk
Factors" in Agnico-Eagle's Annual Information Form and Annual
Report on Form 20-F for the year ended December 31, 2004.
Agnico-Eagle does not intend, and does not assume any obligation,
to update these forward-looking statements. About Agnico-Eagle
Agnico-Eagle is a long-established Canadian gold producer with
operations located in northwestern Quebec and exploration and
development activities in Canada, the United States and Mexico.
Agnico-Eagle's LaRonde Mine in Quebec is Canada's largest gold
deposit. The Company has full exposure to higher gold prices
consistent with its policy of no forward gold sales. It has paid a
cash dividend for 25 consecutive years. ------------------- (1)
Based on the exchange rate US$1:SEK 7.2055 on May 11, 2005. (2)
March 31 through May 11, 2005 (inclusive), which period, as a
result of Swedish public holidays, included only 29 trading days
for Riddarhyttan, and calculated based on the daily closing foreign
exchange rate during the period. APPENDIX -------- NEWS RELEASE
Stock Symbols: AEM (NYSE) For further information: AGE (TSX) David
Smith; Director, Investor Relations +1 416 947-1212 For Immediate
Release Not for distribution to news wire services or for
dissemination in Australia or Japan. The Offer is not being made to
persons whose participation requires further prospectuses, filings
or other measures in addition to those required under Swedish and
U.S. law. AGNICO-EAGLE MAKES A RECOMMENDED EXCHANGE OFFER TO THE
SHAREHOLDERS OF RIDDARHYTTAN CORRESPONDING TO SEK 10.25 (US$1.42)
PER SHARE Toronto, Canada (May 12, 2005) - Agnico-Eagle Mines
Limited ("Agnico-Eagle") announces a recommended exchange offer to
the shareholders of Riddarhyttan Resources AB (publ)
("Riddarhyttan") for all of the outstanding shares of Riddarhyttan
not currently owned by Agnico-Eagle (the "Offer"). The shares of
Agnico-Eagle are listed on the New York Stock Exchange and the
Toronto Stock Exchange. The shares of Riddarhyttan are listed on
the O-list of the Stockholm Stock Exchange. Agnico-Eagle currently
owns 14,763,669 Riddarhyttan shares, representing approximately 14%
of the shares of Riddarhyttan. "This offer is a logical next step
for Agnico-Eagle and is consistent with our strategy of creating
value by leveraging our technical skills and building a larger more
diversified gold production base," said Sean Boyd, President and
Chief Executive Officer of Agnico-Eagle. "We are providing a
premium offer to the Riddarhyttan shareholders and an opportunity
for them to participate in the benefits of a growing, more liquid
gold investment with an experienced mining team," added Mr. Boyd.
The Offer values each Riddarhyttan share at SEK 10.25 (US$1.42)(1)
and represents a premium of 27.3%, based on the closing price of
the Agnico-Eagle shares on the New York Stock Exchange and of the
Riddarhyttan shares on the Stockholm Stock Exchange on May 11,
2005, the last trading day before the announcement of the Offer.
The Offer represents a premium of 36.5%, based on the average
closing price of the Agnico-Eagle shares on the New York Stock
Exchange and of the Riddarhyttan shares on the Stockholm Stock
Exchange for the 30 trading day period(2) prior to the announcement
of the Offer. The Offer values Riddarhyttan at SEK 1,084 million
(US$150 million)(1), based on 105,753,846 Riddarhyttan shares
outstanding as at May 11, 2005. The Offer in Brief The Offer is
being made on the following basis: for each Riddarhyttan share
0.1137 of an Agnico-Eagle share A simplified Agnico-Eagle share
sales process is being made available to Riddarhyttan shareholders
who validly accept the Offer, under which they may elect to sell up
to 570 of the Agnico-Eagle shares to which they are entitled
(corresponding to a holding of approximately 5,000 Riddarhyttan
shares). The proceeds of such sales will be paid to shareholders in
Swedish Kronor and the costs and commissions will be borne by
Agnico-Eagle. Full details of this service will be set out in the
prospectus for the Offer. Fractions of Agnico-Eagle shares will not
be issued to persons accepting the Offer. Fractional entitlements
to Agnico-Eagle shares will be aggregated and sold in the market
and the proceeds will be paid to those shareholders who are
entitled to fractions of Agnico-Eagle shares without deduction of
any costs or commissions. On the date hereof, Agnico-Eagle entered
into an agreement with Riddarhyttan pursuant to which Agnico-Eagle
agreed to make the Offer and establish the simplified share sale
process and Riddarhyttan agreed to support the Offer. Under the
agreement, Riddarhyttan has agreed not to solicit other offers for
the shares or assets of Riddarhyttan nor to furnish information to
anyone seeking to make an offer. However, the Board of Directors of
Riddarhyttan is not prohibited from responding to, or furnishing
information to a third party in connection with, any bona fide,
unsolicited written acquisition proposal for which financing is
available which Riddarhyttan determines would result in a
transaction more favourable, from a financial perspective and
otherwise, to the shareholders of Riddarhyttan than the Offer. If
such a superior acquisition proposal is made, the agreement
provides that Agnico-Eagle will have the right, within five
business days, to match the offer. If Agnico-Eagle elects not to
match such proposal, Riddarhyttan is free to support and recommend
such other proposal. Riddarhyttan has also made certain
undertakings, during the Offer period, to conduct its business in
the ordinary course and not make any material changes and has made
certain representations and warranties in respect of the company
and its business. Further details of the support agreement will be
disclosed in the prospectus for the Offer. Agnico-Eagle has engaged
Enskilda Securities as financial advisor and receiving agent for
the Offer. Orion Securities Inc., Citigroup Global Markets Inc. and
Pollitt & Co. are also acting as Agnico-Eagle's financial
advisors in connection with the Offer. Recommendation of the Board
of Directors of Riddarhyttan The Board of Directors of Riddarhyttan
unanimously recommends that the Riddarhyttan shareholders accept
the Offer. The Board's recommendation is supported by a fairness
opinion from the financial advisor to the Board, Standard Bank
London Limited. Alain Blackburn and Eberhard Scherkus, who are
officers of Agnico-Eagle and members of the Directors of the Board
of Riddarhyttan, have not participated in any discussions or
decisions by the Board of Directors of Riddarhyttan in relation to
the Offer. See "Relationship Between Agnico-Eagle and
Riddarhyttan". Background and Reasons for the Offer Agnico-Eagle
believes that Riddarhyttan represents an attractive opportunity for
Agnico-Eagle to accelerate its multi-mine growth strategy.
Agnico-Eagle's strategy includes pursuing opportunities for growth
in gold production and gold reserves through the acquisition or
development of advanced exploration properties, development
properties, producing properties and other mining businesses in the
Americas and Europe. Riddarhyttan provides long term exposure to a
developing gold mining camp in Finland, a pro-mining host country.
The Suurikuusikko gold project offers near term production
potential and the opportunity for continuing exploration activity.
Agnico-Eagle believes that its experience in mine building and ore
processing is well suited to the complex metallurgical nature of
this project. Agnico-Eagle also believes it has the cash resources
and financing capacity to fund the substantial capital expenditures
expected to be required to bring the project into production and
develop the precious metal extraction technology for this deposit.
The acquisition of Riddarhyttan will also diversify Agnico-Eagle's
asset base by adding potential production and resources outside
Agnico-Eagle's current operations in the Abitibi region of Quebec,
Canada. Riddarhyttan's Suurikuusikko project complements
Agnico-Eagle's current development projects, including Lapa, Goldex
and LaRonde II. The Offer provides Riddarhyttan shareholders with
the opportunity for continued exposure to the potential upside of
the Suurikuusikko project while benefiting from share ownership in
an established gold producer with a 25 year record of paying
dividends. Impact on Agnico-Eagle of the Acquisition of
Riddarhyttan The following table sets out the summary
capitalization and earnings per share of Agnico-Eagle as at, and
for the year ended, December 31, 2004 on an actual basis and on a
pro forma basis to give effect to the acquisition of Riddarhyttan
and the issuance of Agnico-Eagle shares pursuant to the Offer.
--------------------------- Actual(1) Pro Forma(1)
--------------------------- Cash and cash equivalents 33,005 41,515
Restricted cash 8,173 8,173 Short term investments 64,836 64,836
------------- ------------- Total cash and cash equivalents 106,014
114,524 Long term debt(2) 141,495 141,600 Pension benefits 3,255
3,255 Shareholders' equity 470,226 599,649 Total liabilities and
shareholders' equity 718,164 849,526 Earnings per share - basic
0.56 0.46 - fully-diluted 0.56 0.46 (1) US$ thousands except per
share data (2) Convertible subordinated debenture The impact of the
transaction on earnings per share of Agnico-Eagle is dilutive on a
pro forma basis for the year ended December 31, 2004 and is
expected to continue to be dilutive as the exploration activities
and other capital expenditures will be funded and expensed by
Agnico-Eagle until such time as it has been determined that the
Suurikuusikko project can be commercially developed. Agnico-Eagle
Agnico-Eagle is an established Canadian gold producer with mining
operations located in northwestern Quebec and exploration and
development activities in Canada, the United States and Mexico.
Agnico-Eagle's operating history includes over three decades of
continuous gold production, primarily from underground operations.
Since its formation in 1972, Agnico-Eagle has produced over 3.5
million ounces of gold. Agnico-Eagle believes it is currently one
of the lowest total cash cost producers in the North American gold
mining industry. Agnico-Eagle has traditionally sold all of its
production at the spot price of gold due to its general policy not
to sell forward its future gold production. Agnico-Eagle's
principal operating divisions are the LaRonde Division, the
Regional Development Division and the Exploration Division. The
LaRonde Division consists of the LaRonde Mine and the adjacent El
Coco and Terrex properties, each of which is wholly owned and
operated by Agnico-Eagle. LaRonde is the largest gold deposit in
Canada. The LaRonde Mine currently accounts for all of
Agnico-Eagle's gold production. The Regional Development Division
focuses on the development and management of Agnico-Eagle's
advanced projects in the Abitibi region. The Regional Development
Division is currently responsible for Agnico-Eagle's operations in
respect of the Lapa, Goldex and LaRonde II projects. The
Exploration Division focuses its exploration activities primarily
on the identification of new mineral reserve, mineral resource and
development opportunities in the proven producing regions of
Canada, with a particular emphasis on northwestern Quebec.
Agnico-Eagle currently directly manages exploration on 56
properties in central and eastern Canada and the United States. In
addition, in the first quarter of 2005, Agnico-Eagle entered into
an option agreement with Industrias Penoles S.A. de C.V. to acquire
the Pinos Altos project, located in the Sierra Madre gold belt,
west of the city of Chihuahua in northern Mexico. In 2004,
Agnico-Eagle earned record net earnings of US$47.9 million, or
US$0.56 per share, on revenue of US$188.0 million. Cash flow from
operations for the year was US$49.5 million. For the quarter ended
March 31, 2005, net earnings, net earnings per share, revenue and
cash flow from operations were US$10.4 million, US$0.12, US$61.8
million and US$28.1 million, respectively. As at March 31, 2005,
Agnico-Eagle had cash and cash equivalents of US$117.1 million. In
addition thereto, Agnico-Eagle had approximately US$91 million of
undrawn credit under its US$100 million revolving bank facility
with a syndicate of international banks. Further information
regarding Agnico-Eagle, including details regarding Agnico-Eagle's
mineral reserves and mineral resources, is available at the website
of the United States Securities and Exchange Commission, at
http://www.sec.gov/, and at the website of the Canadian securities
authorities, at http://www.sedar.com/. Riddarhyttan Riddarhyttan is
a precious and base metals exploration and development company with
a focus on the Nordic region of Europe. Riddarhyttan is the 100%
owner of the Suurikuusikko gold deposit, located approximately 550
miles north of Helsinki near Kittila in Finnish Lapland.
Riddarhyttan's property position in the Suurikuusikko area consists
of 102 claims (approximately 7,810 hectares) and a mining
concession of 840 hectares with Precambrian greenstone belt geology
and topography similar to Agnico-Eagle's land package in the
Abitibi region of Quebec. Riddarhyttan has reported an indicated
resource of 9.6 million tonnes grading 5.6 grams of gold per tonne
(1.7 million troy ounces) and inferred resource of 7.6 million
tonnes grading 4.4 grams of gold per tonne (1.1 million troy
ounces), using a cut-off of two grams of gold per tonne, on the
Suurikuusikko project. Six drills are currently operating on the
property with the objectives of testing the deposit at depth and
transferring resources from the inferred into indicated category.
Relationship Between Agnico-Eagle and Riddarhyttan In the second
quarter of 2004, Agnico-Eagle acquired a 13.8% ownership interest
in Riddarhyttan. In connection with the acquisition, two
representatives of Agnico-Eagle, namely Eberhard Scherkus, a member
of the Board of Directors and Executive Vice President and Chief
Operating Officer of Agnico-Eagle, and Alain Blackburn, Vice
President Exploration of Agnico-Eagle, were elected to
Riddarhyttan's Board of Directors. Through the subscription for
shares in Riddarhyttan's rights issue in December 2004 Agnico-Eagle
increased its ownership level in Riddarhyttan to approximately 14%.
Agnico-Eagle and Riddarhyttan entered into an agreement dated July
1, 2004 pursuant to which Agnico-Eagle provides technical services
to Riddarhyttan with respect to the Suurikuusikko project. The
services include assistance in the design and implementation of the
drilling program and the evaluation of the feasibility of the
project. Services are provided by certain employees of Agnico-Eagle
on a cost plus basis. Total fees due under the contract for 2004 to
Agnico-Eagle were approximately US$ 90,000. Indicative Offer
Timetable As soon as practicable following completion of Swedish
and U.S. regulatory review of the offer documents, a prospectus for
the Offer will be made public and distributed to the shareholders
of Riddarhyttan. Under applicable Swedish rules, the prospectus for
the Offer shall be presented no later than five weeks of this press
release. Agnico-Eagle does not expect the regulatory review of the
offer documents to be completed within this five week period and,
accordingly, Agnico-Eagle will seek and expects to obtain the
necessary exemption from this requirement. As further information
regarding timing becomes available, Agnico-Eagle will announce it.
The acceptance period for the Offer will then be open for a minimum
period of 20 business days. Settlement is expected to be initiated
approximately two weeks after the expiry of the acceptance period.
Agnico-Eagle reserves the right to extend the acceptance period
(before or after the conditions set out below are met), as well as
to delay settlement. If the Offer is accepted to such an extent
that Agnico-Eagle becomes owner of more than 90% of the shares in
Riddarhyttan, Agnico-Eagle intends to call for compulsory purchase
of the shares of Riddarhyttan not acquired through the Offer in
accordance with the Swedish Companies Act. In connection therewith
the Riddarhyttan shares will be de-listed from the Stockholm Stock
Exchange. If Agnico-Eagle becomes owner of less than 90% of the
shares in Riddarhyttan, Agnico-Eagle may consider a legal merger
between Riddarhyttan and Agnico-Eagle or any of its subsidiaries
against consideration in cash in accordance with the Swedish
Companies Act or otherwise. Conditions and Certain Further Terms of
the Offer The Offer is subject to the following conditions: (a)
acceptance to such an extent that Agnico-Eagle becomes owner of
more than 90% of the outstanding Riddarhyttan shares on a
fully-diluted basis; (b) the recommendation in favour of the Offer
by the Board of Directors of Riddarhyttan shall not have been
withdrawn or adversely amended; (c) no other party shall have
announced an offer to acquire Riddarhyttan shares; (d) all
necessary regulatory, governmental or similar clearances, approvals
and decisions for the Offer and the acquisition of Riddarhyttan,
including from competition authorities, shall have been obtained,
in each case on terms which, in Agnico-Eagle's opinion, are
acceptable; (e) save as publicly announced by Riddarhyttan prior to
the date the Offer was announced or as otherwise disclosed in
writing to Agnico-Eagle prior to that date, Agnico-Eagle does not
discover that any information publicly disclosed by Riddarhyttan is
materially inaccurate or misleading or that any material
information that should have been publicly disclosed by
Riddarhyttan has not been so disclosed; (f) neither the Offer nor
the acquisition of Riddarhyttan is wholly or partly prevented or
materially adversely affected by any legislation or other
regulation, court decision, public authority decision or similar
circumstance, which has occurred or could reasonably be
anticipated, outside the control of Agnico-Eagle and which
Agnico-Eagle could not reasonably have foreseen at the time of the
announcement of the Offer; (g) no circumstances which Agnico-Eagle
did not have knowledge about at the time of the announcement of the
Offer shall have occurred that may materially adversely affect
Riddarhyttan's results, liquidity, business or equity during the
current or next financial year or the feasibility or economic
prospects of the Suurikuusikko project, except any circumstance or
effect attributable to changes in gold prices; and (h) Riddarhyttan
shall not have taken any measures that are typically intended to
impair the prerequisites for the implementation of the Offer.
Agnico-Eagle reserves the right to withdraw the Offer in the event
that it is clear that any of the above conditions are not fulfilled
or cannot be fulfilled. However, with regard to conditions (b)
through (h), such withdrawal will only be made if the
non-fulfillment of such condition is of material importance to
Agnico-Eagle's acquisition of Riddarhyttan shares. Agnico-Eagle
may, in its sole discretion, waive any of the foregoing conditions,
in whole or in part. Riddarhyttan shares will be acquired under the
Offer free from all liens, equities, charges, encumbrances and
other interests and together with all rights attaching thereto,
including any dividend paid after the announcement of the Offer.
The Offer, including the related issue of Agnico-Eagle shares, is
not subject to approval by Agnico-Eagle shareholders. Applicable
Law and Disputes The Offer shall be governed by and construed in
accordance with the laws of Sweden. In addition, the Swedish
Industry and Commerce Stock Exchanges Committee's (Naringslivets
borskommitte, NBK) rules concerning public offers for the
acquisition of shares and the Securities Council's
(Aktiemarknadsnamnden) rules of interpretation and implementation
shall apply to the Offer. U.S. Shareholders This press release does
not constitute an offer to purchase or sell or a solicitation of an
offer to sell or purchase shares of Riddarhyttan 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). The
Offer will be made to these persons solely under the registration
statement, offer to purchase, prospectus and other offer documents
that Agnico-Eagle expects to file with the United States Securities
and Exchange Commission. U.S. investors and securityholders are
advised to read these documents carefully when they become
available, because they will include important information
regarding the Offer. At that time, investors and stockholders may
obtain a free copy of the offer to purchase, prospectus, the
related letter of transmittal and certain other offer documents
from the Securities and Exchange Commission's website at
http://www.sec.gov/. Free copies of these documents can also be
obtained by directing a request to Agnico-Eagle. YOU SHOULD READ
THE OFFER TO PURCHASE, PROSPECTUS AND OTHER OFFER DOCUMENTS
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE OFFER. UK
Information This press release has been approved solely for the
purposes of Section 21 of the Financial Services and Markets Act
2000 by Citigroup Global Markets Limited of Citigroup Centre, 33
Canada Square, Canary Wharf, London E14 5LB. Citigroup Global
Markets Limited is acting for Agnico-Eagle and no one else in
connection with the Offer and will not be responsible to any other
person for providing the protections afforded to clients of
Citigroup Global Markets Limited or for providing advice in
relation to the Offer. Conference Call Today Agnico-Eagle will host
a conference call today at 10.30 a.m. (EDT) to discuss the Offer.
To participate in the conference call, please dial +1-303-205-0044
or +1-866-249-6463. To ensure your participation, please call
approximately five minutes prior to the scheduled time. A live
audio webcast of the call will be available on Agnico-Eagle's
website at http://www.agnico-eagle.com/. The conference call will
be replayed from May 12, 2005 at 2.30 p.m. (EDT) to May 19, 2005 at
11:59 p.m. (EDT). Please dial +1-416-640-1917 or +1-877-289-8525,
passcode 21124617 (followed by the number sign). Technical Data The
mineral resource estimate reported herein for Suurikuusikko was
prepared for Riddarhyttan in accordance with the Australasian Code
for Reporting Mineral Resources and Ore Reserves, September 1999
("JORC Code"). Mineral resources that have been disclosed herein
were estimated using a minimum gold grade cut-off of 2 grams of
gold per ton. Mineral resource estimates prepared under reporting
codes other than National Instrument 43-101 ("NI 43-101") should
not be relied upon as they may not conform to NI 43-101 standards
and definitions. However, reserve and resource categories in the
JORC Code are substantially similar to the corresponding categories
of mineral reserves and resources required under NI 43-101. To the
best of Agnico-Eagle's knowledge, the Riddarhyttan estimate is
relevant and reliable. The terms "measured", "indicated" and
"inferred" mineral resources are terms recognized and required
under certain securities legislation. United States investors are
advised that the SEC does not recognize these terms. "Inferred
mineral resources" have a great amount of uncertainty as to their
existence and as to their economic and legal feasibility. It cannot
be assumed that all or any part of an inferred mineral resource
will ever be upgraded to a higher category. Estimates of inferred
mineral resources may not form the basis of feasibility or other
economic studies. United States investors are cautioned not to
assume that all or any part of measured or indicated mineral
resources will ever be converted into mineral reserves. United
States investors are also cautioned not to assume that all or any
part of an inferred mineral resource exists or is economically or
legally mineable. The resource data in this press release has been
compiled by Thomas Lindholm (Riddarhyttan Resources AB) who by
SveMin, Foreningen for gruvor, mineral- och metallproducenter, is
registered as a "Qualified Person" and Bill Fleshman, a certified
professional geologist in Australia. Forward-Looking Statements
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. In this
news release, the words "anticipate", "expect", "estimate",
"forecast", "plan" and similar words and expressions are intended
to identify forward-looking statements. Such statements reflect
Agnico-Eagle's views at this time with respect to future events and
are subject to certain risks, uncertainties and assumptions. Many
factors could cause the actual results to be materially different
from those expressed or implied by such forward-looking statements,
including, among others, those discussed under the heading "Risk
Factors" in Agnico-Eagle's Annual Information Form and Annual
Report on Form 20-F for the year ended December 31, 2004.
Agnico-Eagle does not intend, and does not assume any obligation,
to update these forward-looking statements. About Agnico-Eagle
Agnico-Eagle is a long-established Canadian gold producer with
operations located in northwestern Quebec and exploration and
development activities in Canada, the United States and Mexico.
Agnico-Eagle's LaRonde Mine in Quebec is Canada's largest gold
deposit. The Company has full exposure to higher gold prices
consistent with its policy of no forward gold sales. It has paid a
cash dividend for 25 consecutive years.
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Additional Information One ounce corresponds to 28.35 grams, one
troy ounce corresponds to 31.1 grams, one mile corresponds to 1,609
meters and one acre corresponds to 0.4047 hectares.
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DATASOURCE: Agnico-Eagle Mines Limited CONTACT: David Smith,
Director, Investor Relations, (416) 947-1212
Copyright