Agnico Eagle Mines Limited (TSX:AEM, NYSE:AEM)
(“
Agnico Eagle” or the “
Company”)
and
Kirkland Lake Gold Ltd. (TSX:KL, NYSE:KL,
ASX:KLA) (“
Kirkland Lake Gold”) announced today
that they have entered into an agreement (the “
Merger
Agreement”) to combine in a merger of equals (the
“
Merger”), with the combined company to continue
under the name “Agnico Eagle Mines Limited”. The Merger will
establish the new Agnico Eagle as the gold industry’s
highest-quality senior producer, with the lowest unit costs,
highest margins, most favourable risk profile and industry-leading
best practices in key areas of environmental, social and governance
(“
ESG”). Upon closing of the Merger, the Company
is expected to have $2.3 billion of available liquidity, a mineral
reserve base of 48 million ounces of gold (969 million tonnes at
1.53 grams per tonne), which has doubled over the last 10 years,
and an extensive pipeline of development and exploration projects
to drive sustainable, low-risk growth.
The Merger will create a best-in-class gold
mining company operating in one of the world’s leading gold
regions, the Abitibi-Greenstone Belt of northeastern Ontario and
northwestern Quebec (the “Abitibi”), with
superior financial and operating metrics. Consolidation within the
Abitibi will also provide the new Agnico Eagle with significant
value creation opportunities through synergies and other business
improvement initiatives. Additionally, the Company is established
uniquely as the only gold producer in Nunavut and well positioned
internationally with profitable and prospective assets in
Australia, Finland, and Mexico.
The combination of Agnico Eagle and Kirkland
Lake Gold combines each company’s strengths by bringing together
two industry leaders in growing per share value in key metrics such
as production, mineral reserves, cash flow and net asset value.
Both companies also share a strong commitment to returning capital
to shareholders, with a total of $1.6 billion being returned
through dividend payments and share repurchases since the beginning
of 2020 (on a pro forma basis).
Under the Merger Agreement, which the Board of
Directors of both companies have unanimously approved, the new
Agnico Eagle will be led by a combined board and management team of
experienced mining and business leaders, bringing together the
proven cultures, strengths and capabilities of both companies. The
transaction is expected to close in December 2021 or in the first
quarter of 2022.
Pursuant to the Merger Agreement, Kirkland Lake
Gold shareholders will receive 0.7935 of an Agnico Eagle common
share for each Kirkland Lake Gold common share held (the
“Consideration”). The Consideration to Kirkland
Lake Gold represents approximately a 1% premium to the 10-day
volume weighted average prices on the Toronto Stock Exchange, as at
close of trading Friday September 24, 2021 and implies a combined
market capitalization of approximately $24 billion. Upon closing,
existing Agnico Eagle and Kirkland Lake Gold shareholders will own
approximately 54% and 46% of the combined company,
respectively.
Sean Boyd, Agnico Eagle’s Chief Executive
Officer stated, “This merger starts a new chapter in Agnico Eagle’s
64-year history and creates the leading low risk global gold
company with growing production, low costs and strong ESG
leadership. The transaction creates a company with a strong
platform of people, assets and financial resources to continue to
build and operate a long term sustainable and self funding
business. Kirkland Lake is an excellent cultural fit with Agnico
Eagle, and we look forward to working together to further grow our
business through exploration, mine development and optimization of
our high-quality asset base. Over time, we believe that the gold
industry will continue to evolve and consolidate and with this
transaction we are well positioned to take advantage of
high-quality opportunities and be a true Canadian mining
champion.”
Tony Makuch, President and CEO of Kirkland Lake
Gold, stated, “We are very pleased and excited to be entering into
a combination with Agnico Eagle. It is a unique
‘strength-on-strength’ transaction that combines the two global
gold producers with the best track records for increasing per share
value. The deal creates an industry leader with a dominant position
in the Canadian market that is deserving of a premium valuation and
is poised to generate superior long-term shareholder value going
forward. The transaction represents a true merger of equals, with
the business of both companies to benefit from the significant
financial strength of the merged company, the extensive pipeline of
development and exploration projects to drive future growth, and
the potential to realize significant operational and strategic
synergies along the Abitibi-Kirkland Lake corridor. It is the right
deal for our company and its shareholders, our people, the
communities where we operate, and all of our key stakeholder
groups.”
Strategic Rationale for the
Merger
Key strategic, financial and operational
advantages of the combined business include:
- Creates
the Highest Quality Senior Gold Producer
– The Merger will create the industry’s
highest-quality and lowest-risk senior gold producer. With expected
production of approximately 3.4 million ounces in 2021 at the
lowest all-in sustaining costs per ounce amongst the senior gold
producers, the Company remains focused in low-risk jurisdictions
and regions with high geological potential.
-
Maintains a Proven and Trusted Senior Leadership Team and
Board with a Strong Track Record of Creating Value Per
Share – The combined leadership team will
maintain the consistent and proven strategy of growing both
production and profitability per share.
- Extends
Industry Leadership in ESG and Enhances the Capacity to Make Longer
Term ESG Focused Investments – The combined entity will be
a leader in energy performance and GHG emissions intensity, with a
commitment to be Net Zero by 2050 or earlier.
-
Enhances Position in one of the Most Prolific and
Prospective Gold Regions in the World –
The Merger solidifies the new Agnico Eagle as Canada’s leading gold
producer, with expected annual production in the country of
approximately 2.5 million ounces in 2021 (on a pro forma basis).
The combined portfolio will be anchored by high-quality gold
production in Ontario, Quebec and Nunavut in Canada, as well as at
Fosterville in Victoria, Australia, Kittila in the Lapland region
of Northern Finland and Pinos Altos and La India in Northern
Mexico.
- Drives
Fundamental Value Creation from Significant Unique Synergies
Estimated at $0.8B over 5 Years and $2B over 10 Years
(Pre-Tax) – The Merger provides a unique
opportunity to unlock significant operational and strategic
synergies along the Abitibi-Kirkland Lake corridor and to leverage
sector-leading technical expertise to surface additional value
across the portfolio.
-
Highlights Track Record of Growing Mineral Reserves and
Mineral Resources – The Merger combines
the only two major gold companies to have grown mineral reserves
and production per share over the last 10 years through consistent
investment in exploration and value-added acquisitions, with total
mineral reserves increasing by 127% from 2011 to 48 million ounces
at December 31, 2020 (on a pro forma basis).
-
Enhances and Adds Flexibility to an Attractive Minesite and
Project Pipeline – The Merger combines a robust pipeline
of growth projects and exploration opportunities. These projects
are located in existing mining camps and will drive manageable,
low-risk, high-return production growth over the next decade.
-
Provides the Financial Strength to Increase Capital
Distributions to Shareholders While Investing in Growth Projects
– The Merger significantly enhances the financial
flexibility to fund both the robust pipeline of growth projects and
to build on a proven track record of growing sustainable capital
returns to shareholders while maintaining a strong balance
sheet. In combination, Agnico Eagle and Kirkland Lake
Gold have collectively returned $1.6 billion to shareholders
through dividends and share repurchases since the beginning of 2020
and expects to further increase returns to shareholders in the
future.
Board of Directors’
Recommendations
After consultation with its outside financial
and legal advisors, the Board of Directors of Agnico Eagle has
unanimously approved the Merger Agreement. The Board of Directors
of Agnico Eagle recommends that Agnico Eagle shareholders vote in
favour of the Merger.
TD Securities Inc. has provided an opinion to
the Agnico Eagle Board of Directors to the effect that, as of the
date thereof, and based upon and subject to the assumptions,
limitations and qualifications stated in such opinion, the
Consideration to be paid in the Merger by Agnico Eagle is fair,
from a financial point of view, to Agnico Eagle. BofA Securities
has provided an opinion to the Agnico Eagle Board of Directors to
the effect that, as of the date of such opinion, based upon and
subject to the various assumptions, limitations and qualifications
set forth in such opinion (which will be described in the joint
management information circular of Agnico Eagle and Kirkland Lake
Gold that is expected to be mailed to their respective
shareholders), the exchange ratio provided for in the Merger
Agreement to be paid in the Merger by Agnico Eagle is fair, from a
financial point of view, to Agnico Eagle.
Kirkland Lake Gold appointed a special committee
of independent directors to consider and make a recommendation with
respect to the Merger. Based on the unanimous recommendation of the
Kirkland Lake Gold special committee of independent directors, and
after consultation with its outside financial and legal advisors,
the Board of Directors of Kirkland Lake Gold has unanimously
approved the Merger Agreement. The Board of Directors of Kirkland
Lake Gold recommends that Kirkland Lake Gold shareholders vote in
favour of the Merger.
BMO Capital Markets and Maxit Capital LP have
each provided fairness opinions to the Kirkland Lake Gold Board of
Directors, and CIBC has provided a fairness opinion to the Kirkland
Lake Gold special committee, to the effect that, as of the date
thereof, and based upon and subject to the assumptions, limitations
and qualifications stated in each such opinion, the exchange ratio
is fair, from a financial point of view, to the holders of Kirkland
Lake Gold shares.
Transaction Summary and
Timing
The Merger will be effected by way of a plan of
arrangement of Kirkland Lake Gold under the Business Corporations
Act (Ontario). At closing, all Kirkland Lake Gold common shares
will be exchanged for the Consideration, being 0.7935 of an Agnico
Eagle common share, for each Kirkland Lake Gold common share held.
The arrangement will require the approval of at least 66 2/3% of
the votes cast by the shareholders of Kirkland Lake Gold voting at
a special meeting of Kirkland Lake Gold’s shareholders. The
issuance of shares by Agnico Eagle under the Merger is subject to
the approval of a simple majority of votes cast by Agnico Eagle
shareholders at a special meeting of Agnico Eagle’s
shareholders.
The Merger is also subject to closing conditions
customary in transactions of this nature, including receipt of
Competition Act (Canada) and Foreign Acquisitions and Takeovers Act
1975 (Cth) (Australia) clearance, Ontario court approval and
applicable stock exchange approvals. The Merger Agreement includes
reciprocal non-solicitation provisions, a reciprocal $450 million
termination fee and a $20 million expense reimbursement payable in
certain circumstances.
Officers and directors of Agnico Eagle have
entered into support and voting agreements with Kirkland Lake Gold,
agreeing to vote their shares in favour of the Merger. Officers and
directors of Kirkland Lake Gold have entered into support and
voting agreements with Agnico Eagle, agreeing to vote their shares
in favour of the Merger.
Agnico Eagle and Kirkland Lake Gold have agreed
to use their commercially reasonable efforts to complete the merger
on or before March 31, 2022.
It is anticipated that both shareholder meetings
will take place in the fourth quarter of 2021 and that closing will
occur in December 2021 or in the first quarter of 2022 subject to
satisfaction of the conditions under the Merger Agreement.
Following completion of the Merger, the shares
of the new Agnico Eagle will continue to trade on the Toronto Stock
Exchange and the New York Stock Exchange, subject to approval or
acceptance of each exchange in respect of the Agnico Eagle shares
being issued as part of the Consideration. Kirkland Lake Gold’s
shares will be de-listed from the Toronto Stock Exchange, the New
York Stock Exchange, and the Australian Securities Exchange
following closing.
Governance, Communities, and
ESG
On closing, the combined company will continue
to be operated under the new Agnico Eagle brand and headquartered
at Agnico Eagle’s existing head office, and will be led by a proven
leadership team that builds on the strengths and capabilities of
both companies. The senior executive team and Board of Directors of
Agnico Eagle will be enhanced by the addition of new members from
Kirkland Lake Gold who all have a wealth of knowledge and
experience to support the combined operations. The Board of
Directors of the new Agnico Eagle will consist of 13 directors,
comprised of 7 directors of Agnico Eagle and 6 directors from
Kirkland Lake Gold. The key senior management team and directors
will include:
- Executive Chair of the Board– Sean
Boyd
- Chief Executive Officer – Tony
Makuch
- President – Ammar Al-Joundi
- Vice-Chair of the Board – Jeffrey
Parr
- Lead Director –
Jamie Sokalsky
Agnico Eagle will remain committed to
maintaining a strong workforce and culture, robust Indigenous
peoples, community and stakeholder relations and investment and, as
a leader in ESG matters, driving improved performance and
delivering on its vision to continue building and growing a
high-quality, low-risk, sustainable business.
Tax Treatment
Canadian taxable resident shareholders of
Kirkland Lake Gold will be able to elect such that they receive
common shares in Agnico Eagle free of Canadian income taxes, and
other shareholders will generally not be subject to Canadian income
tax. It is expected that U.S. resident shareholders of Kirkland
Lake Gold will generally receive shares in Agnico Eagle on a
tax-deferred basis for U.S. federal income tax
purposes.
Advisors and Counsel
Agnico Eagle has engaged TD Securities Inc.,
BofA Securities and Trinity Advisors Corporation as its financial
advisors and Davies Ward Phillips & Vineberg LLP as its legal
advisor in connection with the transaction. Kirkland Lake Gold has
engaged BMO Capital Markets and Maxit Capital LP as its financial
advisors and Cassels Brock & Blackwell LLP as its legal
advisor. The Kirkland Lake Gold special committee has engaged CIBC
World Markets Inc. as its financial advisor and Fasken Martineau
DuMoulin LLP as its legal advisor.
Analyst and Investor Conference Call and
Webcast
Agnico Eagle and Kirkland Lake Gold will host a
joint analyst and investor conference call and webcast on September
28, 2021 at 8:00 am Eastern Time to discuss the Merger.
Participants are encouraged to dial in 10 minutes before the
scheduled start time. The call-in details are as follows:
Via Webcast:
A live audio webcast of the conference call will
be available on the Company's website at www.agnicoeagle.com.
Via Telephone:
For those preferring to listen by telephone,
please dial 416-764-8659 or toll-free 1-888-664-6392. To ensure
your participation, please call approximately five minutes prior to
the scheduled start of the call.
The webcast, along with presentation slides,
will be archived for 180 days on the Company's website.
A copy of the investor presentation and associated materials will
also be available on Agnico Eagle’s and Kirkland Lake Gold’s
investor websites at www.agnicoeagle.com and www.klgold.com,
respectively. An audio recording/replay of the conference call and
webcast will also be made available shortly after the call on the
Agnico Eagle and Kirkland Lake Gold websites.
Further Information
Agnico Eagle and Kirkland Lake Gold will file
material change reports in respect of the merger in compliance with
Canadian securities laws, as well as copies of the Merger Agreement
and forms of support and voting agreements, which will be available
under Agnico Eagle’s and Kirkland Lake Gold’s respective SEDAR
profiles at www.sedar.com.
Full details of the Merger will be included in a
joint management information circular of Agnico Eagle and Kirkland
Lake Gold that is expected to be mailed to their respective
shareholders on or around October 28, 2021.
For further information regarding Agnico Eagle,
contact Investor Relations at info@Agnico Eagle.com or call (416)
947-1212.
For further information regarding Kirkland Lake
Gold, contact Anthony Makuch, President, Chief Executive Officer
& Director at tmakuch@kl.gold or call +1 416-840-7884; or Mark
Utting, Senior Vice President, Investor Relations at
mutting@kl.gold or call +1 416-840-7884.
About Agnico Eagle Mines
Limited
Agnico Eagle is a senior Canadian gold mining
company that has produced precious metals since 1957. Its operating
mines are located in Canada, Finland and Mexico, with exploration
and development activities in each of these countries as well as in
the United States and Colombia. Agnico Eagle 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.
About Kirkland Lake Gold
Ltd.
Kirkland Lake Gold Ltd. is a senior gold
producer operating in Canada and Australia that is targeting
1,300,000 – 1,400,000 ounces of production in 2021. The production
profile of Kirkland Lake Gold is anchored by three high-quality
operations, including the Macassa Mine and Detour Lake Mine, both
located in Northern Ontario, and the Fosterville Mine located in
the state of Victoria, Australia. Kirkland Lake Gold’s solid base
of quality assets is complemented by district scale exploration
potential, supported by a strong financial position with extensive
management expertise.
Cautionary Note Regarding
Forward-Looking Information
The information in this news release has been
prepared as at September 28, 2021. Certain statements in this news
release, referred to herein as “forward-looking statements”,
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. All statements, other than statements
of historical fact, that address circumstances, events, activities
or developments that could, or may or will occur are
forward-looking statements. These forward-looking statements can be
identified by the use of words such as “anticipate”, “could”,
“estimate”, “expect”, “future, “plan”, “possible”, “potential”,
“may”, “will”, “would” or similar terms. Forward-looking statements
in this news release include, but are not limited to: statements
relating to the expected outcomes of the Merger, including the
combined company’s assets, cost structure, financial position, cash
flows and growth prospects; the anticipated benefits and synergies
of the combined operations; the ability of Agnico Eagle and
Kirkland Lake Gold to complete the Merger on the terms described
herein, or at all; the anticipated timeline for the completion of
the Merger; and receipt of regulatory approvals, stock exchange
approvals and the necessary Competition Act (Canada) and Foreign
Acquisitions and Takeovers Act 1975 (Cth) (Australia) approvals.
The combined and/or pro forma financial information included in
this news release does not reflect what the actual financial and
operational results would necessarily have been had Agnico Eagle
and Kirkland Lake Gold operated as a single combined company for
the periods presented, and such information does not purport to
project the combined company’s financial results or results of
operations for any future period.
Forward-looking statements are necessarily based
upon a number of factors and assumptions that, while considered
reasonable by Agnico Eagle and Kirkland Lake Gold as of the date of
such statements, are inherently subject to significant business,
economic, operational, and other risks, uncertainties,
contingencies and other factors, including those described below,
which could cause actual results, performance or achievements of
Agnico Eagle and Kirkland Lake Gold to be materially different from
results, performance or achievements expressed or implied by such
forward-looking statements and, as such, undue reliance must not be
placed on them. Forward-looking statements are also based on
numerous material factors and assumptions, including as described
in this news release, including with respect to: Agnico Eagle’s and
Kirkland Lake Gold’s present and future business strategies;
operations performance within expected ranges; anticipated future
production and cash flows; local and global economic conditions and
the environment in which Agnico Eagle and Kirkland Lake Gold will
operate in the future; the price of gold, copper, silver and other
key commodities; projected mineral grades; international exchange
rates; anticipated capital and operating costs; and the
availability and timing of required stock exchange, regulatory,
governmental and other approvals for the completion of the
merger.
Many factors, known and unknown, could cause
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 ability to consummate the Merger; the
ability to obtain requisite shareholder approvals and the
satisfaction of other conditions to the consummation of the Merger
on the proposed terms in the time assumed; the ability to obtain
necessary stock exchange, regulatory, governmental or other
approvals in the time assumed; the ability to realize the
anticipated benefits of the Merger or implementing the business
plan for the combined company, including as a result of a delay in
completing the Merger or difficulty in integrating the businesses
of the companies involved (including the retention of key
employees); the ability to realize synergies and cost savings at
the times, and to the extent, anticipated; the potential impact on
exploration activities; the potential impact of the announcement or
consummation of the Merger on relationships, including with
regulatory bodies, employees, suppliers, customers, competitors,
First Nations and other key stakeholders; the extent and manner to
which COVID-19, and measures taken by governments, Agnico Eagle,
Kirkland Lake Gold or others to attempt to reduce the spread of
COVID-19, may affect Agnico Eagle and Kirkland Lake Gold, whether
directly or through effects on employee health, workforce
productivity and availability (including the ability to transport
personnel to the their respective operations), travel restrictions,
contractor availability, supply availability, ability to sell or
deliver gold dore bars or concentrate, availability of insurance
and the cost thereof, the ability to procure inputs required for
Agnico Eagle’s and Kirkland Lake Gold’s operations and projects or
other aspects of Agnico Eagle’s and Kirkland Lake Gold’s business;
Agnico Eagle’s and Kirkland Lake Gold’s economic model and
liquidity risks; fluctuations in the price of gold, copper or
certain other commodities (such as silver, diesel fuel, natural gas
and electricity); financial services risk; the risks associated
with Agnico Eagle’s and Kirkland Lake Gold’s brand, reputation and
trust; environmental risks; safety and technology risks; changes in
or enforcement of national and local government legislation,
taxation, controls or regulations and/or changes in the
administration of laws, policies and practices, expropriation or
nationalization of property and political or economic developments
in Canada, the United States, Australia, Finland, Mexico, Colombia
and other jurisdictions in which Agnico Eagle and Kirkland Lake
Gold carry on business or in which Agnico Eagle and Kirkland Lake
Gold may carry on business in the future; lack of certainty with
respect to foreign legal systems, corruption and other factors that
are inconsistent with the rule of law; legal or regulatory
developments and changes; the impact of foreign exchange rates;
pricing pressures; and local and global political and economic
conditions. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
made. For a more detailed discussion of such risks and other
factors that may affect Agnico Eagle’s and Kirkland Lake Gold’s
ability to achieve the expectations set forth in the
forward-looking statements contained in this news release, see the
AIF and MD&A of Agnico Eagle and Kirkland Lake Gold,
respectively, filed under their respective profiles on SEDAR at
www.sedar.com and included in Agnico Eagle’s and Kirkland Lake
Gold’s Form 40-F filed on EDGAR at www.sec.gov, as well as Agnico
Eagle’s and Kirkland Lake Gold’s other filings with the Canadian
securities regulators and the SEC. Other than as required by law,
Agnico Eagle and Kirkland Lake Gold do not intend, and do not
assume any obligation, to update these forward-looking
statements.
Non-IFRS Measures
The information in this news release includes
the following non-IFRS financial measures: all-in sustaining costs
per ounce of gold sold (“AISC”) and Adjusted EBITDA. These
financial measures do not have any standardized meaning prescribed
by IFRS and are therefore unlikely to be comparable to similar
measures presented by other issuers, even as compared to other
issuers who may also be applying the World Gold Council (“WGC”)
guidelines, which can be found at http://www.gold.org. Management
of Agnico Eagle and Kirkland Lake Gold believe that the use of
these non-IFRS measures will assist analysts, investors and other
stakeholders of the companies in understanding the costs associated
with producing gold, understanding the economics of gold mining,
assessing the companies’ operating performance, the combined
company’s ability to generate free cash flow from current
operations and to generate free cash flow on an overall company
basis, and for planning and forecasting of future periods. However,
AISC does have limitations as an analytical tool as it may be
influenced by the point in the life cycle of a specific mine and
the level of additional exploration or expenditures a company has
to make to fully develop its properties. Accordingly, these
non-IFRS measures should not be considered in isolation, or as a
substitute for, analysis of the companies; results as reported
under IFRS. A reconciliation of certain the non-IFRS measures
presented in this news release is contained in each of Agnico
Eagle’s and Kirkland Lake Gold’s most recently filed annual
MD&A, which are available under their respective profiles on
SEDAR at www.sedar.com.
Notes to Investors Regarding the Use of
Mineral Reserves for Agnico Eagle
The mineral reserve estimates contained in this
news release have been prepared in accordance with the Canadian
securities administrators' (the "CSA") National Instrument 43-101
Standards of Disclosure for Mineral Projects ("NI 43-101"). These
standards are similar to those used by SEC Industry Guide No. 7, as
interpreted by the SEC staff. However, the definitions in NI 43-101
differ in certain respects from those under SEC Industry Guide 7.
Accordingly, mineral reserve information contained in this news
release may not be comparable to similar information disclosed by
United States companies. Under the SEC's Industry Guide 7,
mineralization may not be classified as a "reserve" unless the
determination has been made that the mineralization could be
economically and legally produced or extracted at the time the
reserve determination is made.
For United States reporting purposes, the SEC
has adopted amendments to its disclosure rules (the "SEC
Modernization Rules") to modernize the mining property disclosure
requirements for issuers whose securities are registered with the
SEC under the United States Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which became effective February 25,
2019. The SEC Modernization Rules more closely align the SEC's
disclosure requirements and policies for mining properties with
current industry and global regulatory practices and standards,
including NI 43-101, and replace the historical property disclosure
requirements for mining registrants that were included in SEC
Industry Guide 7. Issuers must begin to comply with the SEC
Modernization Rules in their first fiscal year beginning on or
after January 1, 2021, though Canadian issuers that report in the
United States using the Multijurisdictional Disclosure System
("MJDS") may still use NI 43-101 rather than the SEC Modernization
Rules when using the SEC's MJDS registration statement and annual
report forms.
As a result of the adoption of the SEC
Modernization Rules, the SEC now recognizes estimates of "measured
mineral resources", "indicated mineral resources" and "inferred
mineral resources." In addition, the SEC has amended definitions of
"proven mineral reserves" and "probable mineral reserves" in the
SEC Modernization Rules, with definitions that are substantially
similar to those used in NI 43-101.
The mineral reserve and mineral resource data
set out in this news release are estimates, and no assurance can be
given that the anticipated tonnages and grades will be achieved or
that the indicated level of recovery will be realized. The Company
does not include equivalent gold ounces for by-product metals
contained in mineral reserves in its calculation of contained
ounces and mineral reserves are not reported as a subset of mineral
resources.
Scientific and Technical
Information
The scientific and technical information
relating to Agnico Eagle’s portion of the mineral reserves and
mineral resources contained herein (other than the Canadian
Malartic mine) has been approved by Dyane Duquette, P.Geo.,
Corporate Director, Reserves Development of the Company; relating
to mineral reserves at the Canadian Malartic mine has been approved
by Sylvie Lampron, Eng., Senior Project Mine Engineer at Canadian
Malartic Corporation (for engineering) and Pascal Lehouiller,
P.Geo., Senior Resource Geologist at Canadian Malartic Corporation
(for geology), each of whom is a "Qualified Person" for the
purposes of NI 43-101.
For complete details on Agnico Eagle’s mineral
reserves and mineral resources please see Agnico Eagle’s Annual
Information Form for the year ended December 31, 2020.
Assumptions used for the December 31,
2020 mineral reserves estimate at all mines and advanced projects
reported by Agnico Eagle
|
Metal prices |
Exchange rates |
|
Gold (US$/oz) |
Silver (US$/oz) |
Copper (US$/lb) |
Zinc (US$/lb) |
C$ per US$1.00 |
Mexican Peso per US$1.00 |
US$ per €1.00 |
Operations and projects |
$ |
1,250 |
$ |
17 |
$ |
2.75 |
$ |
1.00 |
$ |
1.30 |
MXP18.00 |
EUR1.15 |
Hammond Reef |
$ |
1,350 |
Not applicable |
Not applicable |
Not applicable |
$ |
1.30 |
Not applicable |
Not applicable |
Upper Beaver |
$ |
1,200 |
Not applicable |
$ |
2.75 |
Not applicable |
$ |
1.25 |
Not applicable |
Not applicable |
NI 43-101 requires mining companies to disclose
mineral reserves and mineral resources using the subcategories of
"proven mineral reserves", "probable mineral reserves", "measured
mineral resources", "indicated mineral resources" and "inferred
mineral resources". Mineral resources that are not mineral reserves
do not have demonstrated economic viability.
A mineral reserve is the economically mineable
part of a measured and/or indicated mineral resource. It includes
diluting materials and allowances for losses, which may occur when
the material is mined or extracted and is defined by studies at
pre-feasibility or feasibility level as appropriate that include
application of modifying factors. Such studies demonstrate that, at
the time of reporting, extraction could reasonably be justified.
The mineral reserves presented in this news release are separate
from and not a portion of the mineral resources.
Modifying factors are considerations used to
convert mineral resources to mineral reserves. These include, but
are not restricted to, mining, processing, metallurgical,
infrastructure, economic, marketing, legal, environmental, social
and governmental factors.
A proven mineral reserve is the economically
mineable part of a measured mineral resource. A proven mineral
reserve implies a high degree of confidence in the modifying
factors. A probable mineral reserve is the economically mineable
part of an indicated and, in some circumstances, a measured mineral
resource. The confidence in the modifying factors applying to a
probable mineral reserve is lower than that applying to a proven
mineral reserve.
Notes to Investors Regarding the Use of
Mineral Reserves and Resources for Kirkland Lake Gold
Qualified Persons Kirkland Lake
Gold
The technical contents related to Kirkland Lake
Gold mines and properties in this press release, have been reviewed
and approved by Natasha Vaz, P.Eng., Chief Operating Officer of
Kirkland Lake Gold. Ms. Vaz is a “qualified person” as defined in
National Instrument 43-101 and have reviewed and approved
disclosure of the technical information and data in this press
release.
Readers are referred to the Kirkland Lake Gold
NI 43-101 2018 technical reports for the Fosterville property
entitled, “Updated NI 43-101 Technical Report Fosterville Gold mine
in the State of Victoria, Australia” effective December 31, 2018
(the “Fosterville Report”); the amended and restated NI 43-101
technical report for the Macassa mine entitled “Macassa Property,
Ontario, Canada, Updated NI 43-101 Technical Report” (the “Macassa
Report”) effective December 31, 2018 and dated April 1, 2018 and
July 19, 2018; the technical report for the Detour Lake mine
entitled “Detour Lake Operation, Ontario Canada, NI 43-101
Technical Report” effective December 31, 2020 (the “Detour
Report”). The Fosterville Report, the Macassa Report and the Detour
Report have been filed on the Kirkland Lake Gold profile on SEDAR
at www.sedar.com. Further, readers are referred to Kirkland Lake
Gold’s mineral reserve estimates as at December 31, 2020 as set out
in the Kirkland Lake Gold press release dated February 25, 2021 and
the applicable data and assumptions set out therein.
Information Concerning Estimates Of
Mineral Reserves And Measured, Indicated And Inferred
Resources
This press release has been prepared in
accordance with the requirements of the securities laws in effect
in Canada, which differ in certain material respects from the
disclosure requirements of United States securities laws. The terms
“mineral reserve”, “proven mineral reserve” and “probable mineral
reserve” are Canadian mining terms as defined in accordance with
Canadian National Instrument 43-101 – Standards of Disclosure for
Mineral Projects (“NI 43-101”) and the Canadian Institute of
Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition
Standards on Mineral Resources and Mineral Reserves, adopted by the
CIM Council, as amended (the “CIM Standards”). These definitions
differ significantly from the definitions in the disclosure
requirements promulgated by the Securities and Exchange Commission
(the “SEC”) applicable to domestic reporting companies. Investors
are cautioned that information contained in this Annual Information
Form may not be comparable to similar information made public by
United States companies subject to the reporting and disclosure
requirements under the United States federal securities laws and
the rules and regulations of the SEC thereunder. requirements under
the United States federal securities laws and the rules and
regulations of the SEC thereunder.
Kirkland Lake Gold (NYSE:KL)
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