08:37:54 EST Mon 10 Nov 2025
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Kirkland Lake Gold Inc
Symbol KLG
Shares Issued 117,503,088
Close 2016-10-28 C$ 8.21
Market Cap C$ 964,700,352
Recent Sedar Documents

Kirkland Lake, Newmarket file info circular re merger

2016-10-31 09:39 ET - News Release

Also News Release (C-NMI) Newmarket Gold Inc (2)

Mr. Anthony Makuch of Kirkland Lake reports

KIRKLAND LAKE GOLD AND NEWMARKET ANNOUNCE FILING OF JOINT MANAGEMENT INFORMATION CIRCULAR

Kirkland Lake Gold Inc. and Newmarket Gold Inc.'s joint management information circular, and respective form of proxy and letter of transmittal have been mailed to shareholders of Kirkland Lake Gold and Newmarket presenting the compelling opportunity the combined company provides to create sustained, long-term value for both sets of shareholders.

While these materials will be filed by each of Kirkland Lake Gold and Newmarket under their respective profiles and be available for viewing on SEDAR; copies of the letters to Kirkland Lake Gold and Newmarket shareholders are included below.

How to vote

Shareholders must vote their proxy before 10 a.m. (Toronto time) on Nov. 23, 2016.

Kirkland Lake Gold shareholders with questions or need help voting are encouraged to contact Kingsdale Shareholder Services at 1-877-659-1824 toll-free within North America or 1-416-867-2272 (for collect calls outside North America), or e-mail at contactus@kingsdaleshareholder.com.

Newmarket shareholders with questions or require assistance with voting, please contact Laurel Hill Advisory Group, toll-free at 1-877-452-7184 (416-304-2011 collect) or by e-mail at assistance@laurelhill.com.

Letter to Kirkland Lake shareholders

Dear fellow Kirkland Lake Gold shareholder,

On behalf of the board of directors, we are pleased to present a very attractive opportunity to shareholders of Kirkland Lake Gold, which we believe will provide our shareholders with significant benefits and potential opportunities not available to Kirkland Lake Gold on a stand-alone basis.

The Kirkland Lake Gold board, with the advice of its independent third party financial advisers, unanimously recommends (with the exception of Eric Sprott who did not participate in the board meetings or vote with respect to the business combination) that you vote for the combination of Kirkland Lake Gold and Newmarket Gold by way of the proposed plan of arrangement, as described in the joint management information circular.

The combination brings together two world-class businesses to create an exciting new mid-tier gold company. Together, the new company, called Kirkland Lake Gold Ltd., will be a high-quality gold producer with low-cost production and superior free cash flow that will benefit from the combined financial and technical capabilities to execute a progressive growth strategy. We believe that combining to create this new mid-tier entity will afford multiple opportunities to create sustained, long-term value for all Kirkland Lake Gold shareholders.

Compelling advantages for shareholders of the new Kirkland Lake Gold

The opportunity to combine the businesses of Kirkland Lake Gold and Newmarket is a compelling one that the board believes is far greater than the sum of the parts. With more diversified production, a superior growth profile, a strong balance sheet, improved market presence, and proven management and operating teams, we believe the combined company is well positioned for a potential value rerating.

Shareholders should be aware of the benefits of the combined company:

  • Creation of a new low-cost, diversified mid-tier gold producer: The business combination with Newmarket is anticipated to result in the creation of a larger, more diversified company with a portfolio of high-quality assets including seven mines and five mills, all located in stable, mining-friendly jurisdictions. Gold production from the combined company's operations is expected to surpass 500,000 ounces in 2016, underpinned by three top-tier, long-life producing mines: Kirkland's Macassa mine and Taylor mine located in Ontario, Canada, and Newmarket's Fosterville mine located in the state of Victoria, Australia. The increased and diversified production profile, and the aggregated reserves of the combined company should provide shareholders with enhanced leverage to the gold price.
  • Production profile anchored by three high-grade, low-cost operations: The combined company is expected to have a significant and growing gold production profile. The combined production in 2016 from the Macassa mine, Taylor mine and Fosterville mine is expected to be over 330,000 ounces, with cash costs of under $600 (U.S.) per ounce and all-in sustaining costs below $800 (U.S.) per ounce. The diversified production base should reduce the impact of planned and unplanned outages for the combined company.
  • Driving growth across two world-class mining jurisdictions: The combined company is expected to be well positioned for sustainable growth through exploration potential in underexplored, well-established gold camps in Australia and Canada. The combination creates a second operating platform to further evaluate growth opportunities in another stable mining jurisdiction supported by a strengthened balance sheet. The expected cash flow generation of the combined company can support accelerated exploration and development or investments to increase production.
  • Stronger financial position: The combined company will have a stronger financial position and greater cash resources than Kirkland Lake Gold alone. It will have a cash position of approximately $276-million and significant expected free cash flow generation in 2016 and beyond, which will provide the combined company with greater financial strength and flexibility. In addition, the combined company will have the ability to cross pollinate best practices to drive cost savings across its portfolio.

Existing Kirkland Lake Gold and Newmarket shareholders will own approximately 57 per cent and 43 per cent of the Combined Company, respectively, on a fully diluted in-the-money basis, with significant benefits to each that would not be available if each company remained as a stand-alone.

Recommendation

The Kirkland board unanimously recommends that shareholders vote for the arrangement resolution.

What you need to do

To combine Kirkland Lake Gold and Newmarket, Kirkland Lake Gold will require approval by 66-2/3rds per cent of the votes cast by its shareholders, as well as the approval of a simple majority of disinterested shareholders.

This means every vote will count no matter how many shares you own. You must vote your proxy before 10 a.m. (Toronto time) on Nov. 23, 2016, for it to count.

Kirkland Lake Gold shareholders that have questions or need help voting are encouraged to contact Kingsdale Shareholder Services at 1-877-659-1824 toll-free within North America or 1-416-867-2272 (for collect calls outside North America), or e-mail at contactus@kingsdaleshareholder.com.

We hope you will join us as we embark on this new era of growth.

Yours very truly,

Anthony Makuch

Kirkland Lake Gold shareholder, president, chief executive officer and director

Letter to Newmarket shareholders

Dear fellow Newmarket shareholders,

You are invited to attend a special meeting of the holders of common shares of Newmarket Gold to be held at Stikeman Elliott LLP, 5300 Commerce Ct. West, 199 Bay St., Toronto, Ont., M5L 1B9, at 10 a.m. (Toronto time) on Nov. 25, 2016. At the Newmarket meeting, you will be asked to consider a number of resolutions, as described below, that are required to be approved in connection with the proposed plan of arrangement under the Canada Business Corporations Act involving Kirkland Lake Gold.

The arrangement

Newmarket and Kirkland entered into an arrangement agreement dated Sept. 29, 2016. Pursuant to the arrangement agreement and the accompanying arrangement, the businesses of Kirkland and Newmarket will be combined through the acquisition by Newmarket of all of the issued and outstanding common shares of Kirkland on the basis of Newmarket issuing 2.1053 Newmarket shares for each Kirkland share. The exchange ratio implies consideration of $5.28 per Newmarket share based on the closing price of Kirkland shares on the Toronto Stock Exchange on Sept. 28, 2016, and represents a premium of 9.4 per cent based on the closing price of the Newmarket shares on Sept. 28, 2016, and a premium of 22.9 per cent based on the Newmarket shares' 20-day volume-weighted average price on the Toronto Stock Exchange on Sept. 28, 2016. The implied equity value was equal to $1.01-billion as of Sept. 29, 2016, the date the arrangement was announced.

The full text of each of the resolutions approving: (i) the issuance of such number of Newmarket shares as may be required to be issued pursuant to or in connection with the arrangement, (ii) the amendment of the articles of Newmarket to change its name, (iii) the amendment of the articles of Newmarket to effect the consolidation, (iv) the increase in the size of the Newmarket board to nine directors, (v) the election of each the Newmarket board nominees specified in the accompanying joint information circular, and (vi) the authorization of the Newmarket board to determine the size of the Newmarket board from time to time are set out in the accompanying joint information circular.

Terms of the arrangement

As a result of the arrangement, existing Newmarket shareholders and existing shareholders of Kirkland will own approximately 43 per cent and 57 per cent of the combined company, respectively, on a fully diluted in-the-money basis. It is also expected that Newmarket will change its name to Kirkland Lake Gold, subject to regulatory approval. As part of the arrangement, Newmarket anticipates completing a 1:0.475 share consolidation. Accordingly, registered Newmarket shareholders will receive a consolidation letter of transmittal explaining how they can receive new Newmarket shares on a postconsolidation basis. The arrangement is currently anticipated to be completed on or about Nov. 30, 2016.

Upon completion of the arrangement, Mr. Sprott will serve as the chairman of the board of directors of Newmarket. The existing Newmarket executive team will resign at the closing of the arrangement, and the Kirkland executive team, led by Mr. Makuch as president and chief executive officer, will be appointed as the officers of Newmarket. Darren Hall, currently Newmarket's Australian-based chief operating officer, will remain with Newmarket and will be appointed as president of Australian operations. The Newmarket board will be increased to nine directors, and will be reconstituted to include two existing Newmarket directors and seven Kirkland director nominees. Eight of the Newmarket director nominees are expected to be independent.

Benefits to Newmarket shareholders

This arrangement is a compelling opportunity for Newmarket shareholders to participate in the creation of a new growth-oriented, low-cost, diversified mid-tier gold producer with estimated annual production exceeding 500,000 ounces of gold with seven mines and five mills in two of the world's most stable and prolific mining jurisdictions, namely, Canada and Australia. The expected increase in market capitalization of the combined company, together with a robust, low-cost production profile, district-scale property positions in established gold camps, and industry-leading executive team and board of directors supports a strong potential for creating significant long-term value for shareholders as a consequence of the arrangement. In addition, the combined company will boast a strong pipeline of high-quality development and exploration projects and will have increased financial strength to better exploit these growth opportunities. I believe that the business combination with Kirkland brings with it an exciting future for Newmarket and our shareholders.

For additional information with respect to these and other anticipated benefits of the arrangement, see the section in the accompanying joint information circular entitled "The arrangement -- reasons for the recommendation of the Newmarket board."

Vote requirements

The share issuance resolution, the Newmarket board resolution and the election of each of the board nominees must be approved by the affirmative vote of a majority of the votes cast by Newmarket shareholders, present in person or represented by proxy and entitled to vote at the Newmarket meeting, and each of the name change resolution, the consolidation resolution and the board delegation resolution must be approved by the affirmative vote of at least 66-2/3rds per cent of the votes cast by Newmarket shareholders, present in person or represented by proxy and entitled to vote at the Newmarket meeting.

Should Newmarket shareholders fail to approve the share issuance resolution by the requisite majority, the arrangement will not be completed. Approval of the name change resolution, the consolidation resolution, the Newmarket board resolution and the election of each of the board nominees by the Newmarket shareholders is a condition precedent to completion of the arrangement in favour of Kirkland. Should Newmarket shareholders fail to approve these resolutions by the requisite majority, the arrangement will not be completed, unless such condition precedent is waived by Kirkland. Completion of the arrangement is also subject to, among other things, the approval of the arrangement by Kirkland shareholders, the approval of the Ontario Superior Court of Justice (commercial list), the approval of the Toronto Stock Exchange and the receipt of all necessary regulatory approvals.

Board recommendations

After consulting with Newmarket management, and with its financial and legal advisers, and after considering, among other things, the opinion of GMP Securities LP, dated Sept. 28, 2016, to the effect that, as of such date, and subject to the assumptions, limitations and qualifications set out in such opinion, that the consideration to be paid by Newmarket to Kirkland shareholders pursuant to the arrangement is fair, from a financial point of view, to Newmarket, the Newmarket board has unanimously concluded that the arrangement is in the best interests of Newmarket and unanimously recommends that Newmarket shareholders vote for the Newmarket resolutions. See the sections in the accompanying joint information circular entitled "The arrangement -- recommendation of the Newmarket board," "The arrangement -- reasons for the recommendation of the Newmarket board," "The arrangement -- Newmarket fairness opinion" and appendix H.

Vote your Newmarket shares today

Your vote is very important regardless of the number of Newmarket shares that you own. If you are a registered Newmarket shareholder, you are encouraged to complete the enclosed form of proxy and submit it to our transfer agent and registrar, TSX Trust Company, as soon as possible but no later than 10 a.m. (Toronto time) on Nov. 23, 2016, or 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of any adjournment or postponement of the Newmarket meeting.

If you hold Newmarket shares through a broker, bank, trust company, investment dealer or other financial institution, you should follow the instructions provided by your intermediary to ensure your vote is counted at the Newmarket meeting.

The accompanying joint information circular contains a detailed description of the arrangement, as well as detailed information regarding Newmarket and Kirkland, as well as certain pro forma financial and other information regarding the combined company after giving effect to the arrangement. It also includes certain risk factors relating to completion of the arrangement. Please give this material your careful consideration, and, if you require assistance, consult your financial, tax or other professional advisers.

Shareholder questions

If you have any questions or require assistance with voting your Newmarket shares, please contact our proxy solicitation agent, Laurel Hill Advisory Group, toll-free at 1-877-452-7184 (416-304-2011 collect) or by e-mail at assistance@laurelhill.com.

On behalf of the Newmarket board, I would like to express our gratitude for the support our shareholders have demonstrated with respect to our decision to take the proposed arrangement forward. We believe that this is a transformational opportunity for both Newmarket and Kirkland, which will generate new opportunities to create significant shareholder value and unlock accelerated growth in Newmarket's operations.

We look forward to seeing you at the Newmarket meeting.

Yours very truly,

Douglas Forster, director, president and chief executive officer of Newmarket Gold

About Kirkland Lake Gold

Kirkland Lake Gold is a Canadian-focused, intermediate gold producer with assets in the historic Kirkland Lake gold camp and east of the Timmins gold camp along the Porcupine-Destor fault zone, both in Northeastern Ontario. The company is currently targeting annual gold production of between 270,000 ounces to 290,000 ounces from its cornerstone asset, the Macassa mine complex, and the Holt mine complex, which includes the Holt, Holloway and Taylor mines.

About Newmarket

Newmarket is a Canadian-listed gold producer with three 100-per-cent-owned underground operating mines in Australia. The flagship operation, Fosterville gold mine, and the Stawell gold mine are located in the state of Victoria, and the Cosmo gold mine is located in the Northern Territory. In addition, Newmarket has a pipeline of growth projects within Australia, including the Maud Creek gold project in the Northern Territory and the Big Hill gold project in the state of Victoria. The Company is based on a strong foundation of quality gold production from its three Australian mines, producing over 220,000 ounces of gold annually.

Kirkland Lake Gold qualified person and quality assurance/quality control (QA/QC)

All production information and other scientific and technical information in this news release with respect to Kirkland Lake Gold and its assets were prepared in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum, and National Instrument 43-101, standards of disclosure for mineral projects, and were prepared, reviewed, verified and compiled by Kirkland Lake Gold's mining staff under the supervision of Keyvan Salehi, PEng, Kirkland Lake Gold's vice-president of corporate development and technical services. The exploration programs across the company's landholdings were prepared, reviewed, verified and compiled by Kirkland Lake Gold's geological staff under the supervision of Doug Cater, PGeo, the company's vice-president of exploration. All reserve and resource estimates for the Kirkland Lake properties have been audited and verified, and the technical disclosure has been approved by the company's independent reserve and resource engineer, Glenn R. Clark, PEng, of Glenn R. Clark & Associates Ltd. Mr. Clark is a qualified person under National Instrument 43-101. The qualified persons for the mineral reserves and resources outlined under the PDFZ properties are Mr. Cater, PGeo, and Mr. Salehi, PEng, the VP of exploration, and VP of corporate development and technical services, and not considered independent under NI 43-101. Sample preparation, analytical techniques, laboratories used and quality assurance/quality control protocols used during the exploration drilling programs are done consistent with industry standards and independent certified assay labs.

Newmarket qualified person and QA/QC

All production information and other scientific and technical information in this news release with respect to Newmarket and its assets were prepared in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum and NI 43-101, and were prepared, reviewed, verified and compiled by Newmarket's geological and mining staff under the supervision of Simon Hitchman, FAusIMM (CP), MAIG, exploration manager of Newmarket Gold, a qualified person as such term is defined in National Instrument 43-101, and he has reviewed and approved the technical information and data included in this news release. Sample preparation, analytical techniques, laboratories used and quality assurance/quality control protocols used during the exploration drilling programs are done consistent with industry standards and independent certified assay labs.

We seek Safe Harbor.

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