An anonymous director reports
AGNICO EAGLE ANNOUNCES ADDITIONAL INVESTMENT IN FORAN MINING CORPORATION
Agnico Eagle Mines Ltd. has agreed to subscribe for 30 million voting common shares of Foran Mining Corp. in a non-brokered private placement at a price of $3 per common share for total consideration of $90-million. The private placement is expected to close in two tranches. The closing of each tranche remains subject to certain closing conditions, including approval of the Toronto Stock Exchange, and closing of the second tranche is also subject to approval by the shareholders of Foran. Closing of the first tranche is expected to occur on or about May 28, 2025, and the second tranche is expected to close as soon as practicable following receipt of shareholder approval.
Agnico Eagle currently owns 39,125,448 common shares, representing approximately 9.9 per cent of the issued and outstanding common shares on an undiluted basis. On closing of the first tranche of the private placement, Agnico Eagle is expected to own 64,454,767 common shares, which will represent approximately 13.1 per cent of the issued and outstanding common shares on an undiluted basis (assuming that Foran issues an additional 73,173,590 common shares in connection with the first tranche of the concurrent private placements). On closing of the second tranche of the private placement, Agnico Eagle is expected to own 69,125,448 common shares, which will represent approximately 13.5 per cent of the issued and outstanding common shares on an undiluted basis (assuming that Foran issues an additional 13,493,077 common shares in connection with the second tranche of the concurrent private placements).
Agnico Eagle and Foran are party to an investor rights agreement dated Aug. 8, 2024, pursuant to which Agnico Eagle is entitled to certain rights, provided Agnico Eagle maintains certain ownership thresholds, including: (a) the right to participate in certain equity financings by Foran to acquire up to the greater of: (i) 19.99 per cent of the common shares being offered in the equity financing; or (ii) such number of common shares that would permit Agnico Eagle to maintain its pro rata ownership interest in Foran; (b) the right to top up its holdings in relation to dilutive issuances by Foran to maintain its pro rata ownership interest in Foran; and (c) the right to nominate one person to the board of directors of Foran.
On the closing of the first tranche of the private placement, the existing Agnico IRA will be amended and restated to, among other things: (a) amend the participation and top-up rights to permit Agnico Eagle to participate in equity financings and top up its holdings in relation to dilutive issuances to maintain its pro rata ownership interest in Foran at the time of such financing or acquire an up-to-19.99-per-cent ownership interest in Foran; and (b) amend the nomination right to permit Agnico Eagle to nominate an additional individual to the board of directors of Foran if the size of the board is increased to 10 or more directors.
In addition, Agnico Eagle is announcing a previously reported follow-on investment in Azimut Exploration Inc. On Sept. 28, 2023, Agnico Eagle acquired an additional 2,197,300 common shares of Azimut at $1.05 per Azimut share for total consideration of $2,307,165 from several sellers that participated in an offering of flow-through Azimut shares undertaken by Azimut at such time (as more particularly described in Azimut's news release dated Sept. 28, 2023). Prior to the share purchases, Agnico Eagle owned 8,003,425 Azimut shares, representing approximately 10.06 per cent of the issued and outstanding Azimut shares on a undiluted basis at such time. Following the share purchases, Agnico Eagle owned 10,200,725 Azimut shares, representing approximately 12 per cent of the issued and outstanding Azimut shares on a undiluted basis at such time.
Agnico Eagle is acquiring the common shares and acquired the Azimut shares for investment purposes. Depending on market conditions and other factors, Agnico Eagle may, from time to time, acquire additional common shares, Azimut shares, or other securities of Foran or Azimut, or dispose of some or all of the common shares, Azimut shares, or other securities of Foran or Azimut it owns at such time.
Separate early warning reports in respect of the Foran investment and the Azimut investment will be filed by Agnico Eagle. To obtain a copy of either early warning report, please contact:
Agnico Eagle care of investor relations,
145 King St. East, Suite 400,
Toronto, Ont., M5C 2Y7,
or telephone: 416-947-1212
or e-mail: investor.relations@agnicoeagle.com.
About Agnico Eagle Mines Ltd.
Agnico Eagle is a Canadian-based-and-led senior gold mining company and the third-largest gold producer in the world, producing precious metals from operations in Canada, Australia, Finland and Mexico, with a pipeline of high-quality exploration and development projects. Agnico Eagle is a partner of choice within the mining industry, recognized globally for its leading sustainability practices. Agnico Eagle was founded in 1957 and has consistently created value for its shareholders, declaring a cash dividend every year since 1983.
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