Kirkland Lake Gold Ltd. (“
Kirkland Lake
Gold”, the “
Company” or
“
KL”) (TSX:KL) (NYSE:KL) (ASX:KLA) today announced
that a leading independent proxy advisor, Institutional Shareholder
Services Inc. ("
ISS"), has recommended that the
Company’s shareholders vote
FOR the merger of
equals (the “
Merger”) with Agnico Eagle
Mines Limited (“
Agnico Eagle”) (TSX: AEM)
(NYSE: AEM) by way of a plan of arrangement (the
“
Arrangement”).
On September 28, 2021, Kirkland Lake Gold and
Agnico Eagle entered into a merger agreement pursuant to which
Agnico Eagle will acquire all of the issued and outstanding common
shares of Kirkland Lake Gold on the basis of 0.7935 of an Agnico
Eagle common share for each Kirkland Lake Gold common share held.
Upon completion of the Arrangement, existing Kirkland Lake Gold and
Agnico Eagle shareholders are expected to own approximately 46% and
54% of the outstanding shares of the pro forma company,
respectively.
Following its assessment of the Arrangement, ISS
stated, among other things, that:
“There appears to be sound strategic rationale
for a combination with AEM and the all-stock consideration provides
an opportunity for shareholders to participate in the potential
upside represented by a more diversified set of operating assets
and exploration portfolio... In addition, the combined company will
continue to benefit from the leadership of KL's CEO who has
delivered a healthy TSR since assuming the position in 2016.”
Tony Makuch, President and Chief Executive
Officer of Kirkland Lake Gold, commented: “We are pleased that ISS,
a leading proxy advisor, has endorsed this deal and encouraged all
shareholders to vote FOR the Arrangement with Agnico Eagle. The
Merger represents a truly unique opportunity to create a new leader
in the gold mining industry, with the lowest unit costs, best risk
profile, substantial financial strength, an extensive project
pipeline to drive future growth and leadership in key areas of ESG.
The combined company, to continue under the Agnico Eagle name, will
have a dominant position in one of the world’s great gold regions,
the Abitibi region of northern Ontario and northwestern Quebec,
which will provide significant value creation opportunities. The
new Agnico Eagle will be a company deserving of a premium
valuation, given its many competitive advantages, and will be
ideally positioned to generate superior long-term returns for
shareholders going forward. The endorsement of ISS is a positive
step forward and we encourage all shareholders to vote their shares
well in advance of the deadline at 11:00 am (EST) on November 24,
2021.”
KIRKLAND LAKE GOLD MEETING
Kirkland Lake Gold’s special meeting (the
“Meeting”) of shareholders in connection with the
Arrangement will be held online at 11:00 a.m. (Toronto time) on
November 26, 2021 in a virtual-only format, which will be conducted
via live webcast available online using the TSX Trust virtual
shareholder meeting platform at
https://virtual-meetings.tsxtrust.com/1231, password “kirkland2021”
(case sensitive). Kirkland Lake Gold shareholders of record as of
the close of business on October 13, 2021 will be eligible to vote
at the Meeting.
THE DEADLINE TO VOTE YOUR SHARES IS
11:00 A.M. (TORONTO TIME) ON NOVEMBER 24, 2021
Shareholders who have questions or require
assistance voting their shares, should contact Kingsdale Advisors,
the Company’s strategic shareholder advisor and proxy solicitation
agent, by telephone at 1.877.659.1824 toll-free in North America
(+1.416.867.2272 for collect calls outside of North America) or by
e-mail at contactus@kingsdaleadvisors.com, or your professional
advisor.
The Company’s joint management information
circular outlines the benefits for Kirkland Lake Gold shareholders
and the risks related thereto and provides details about the
Arrangement, including details on how shareholders can vote their
Kirkland Lake Gold shares.
For a more detailed description of the
Arrangement, readers should review the Company’s joint management
information circular and visit
www.kl.gold/Agnico-Eagle--Kirkland-Lake-Gold-Merger.
ABOUT KIRKLAND LAKE GOLD
LTD.
Kirkland Lake Gold Ltd. is a low-cost 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, extensive
management expertise and an overriding commitment to safe,
responsible mining.
FOR FURTHER INFORMATION PLEASE CONTACT
Kirkland Lake Gold Ltd.
Anthony Makuch, President, Chief Executive Officer &
DirectorPhone: +1 416-840-7884E-mail: tmakuch@kl.gold
Mark Utting, Senior Vice-President, Investor RelationsPhone: +1
416-840-7884E-mail: mutting@kl.gold
Cautionary Note Regarding
Forward-Looking Information
This press release contains statements which
constitute “forward-looking information” within the meaning of
applicable securities laws, including statements regarding the
plans, intentions, beliefs and current expectations of Kirkland
Lake Gold with respect to future business activities and operating
performance. Forward-looking information is often identified by the
words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”,
“anticipate”, “believe”, “estimate”, “expect” or similar
expressions and include information regarding: (i) expectations
regarding timing of the Meeting, (ii) expectations regarding
whether the proposed Arrangement will be consummated, (iii)
expectations regarding the potential benefits and synergies of the
Arrangement, (iv) expectations regarding Kirkland Lake Gold’s
financial strength and capital markets profile following completion
of the Arrangement, (v) expectations regarding future exploration,
development and growth potential for Kirkland Lake Gold’s and
Agnico Eagle’s operations, and (vi) expectations for other
economic, business, and/or competitive factors.
Investors are cautioned that forward-looking
information is not based on historical facts but instead reflect
Kirkland Lake Gold’s management’s expectations, estimates or
projections concerning future results or events based on the
opinions, assumptions and estimates of management considered
reasonable at the date the statements are made. Although Kirkland
Lake Gold believes that the expectations reflected in such
forward-looking information are reasonable, such information
involves risks and uncertainties, and undue reliance should not be
placed on such information, as unknown or unpredictable factors
could have material adverse effects on future results, performance
or achievements of the combined company. Among the key factors that
could cause actual results to differ materially from those
projected in the forward-looking information are the following: the
ability to consummate the Arrangement; the ability to obtain
requisite court, regulatory and shareholder approvals and the
satisfaction of other conditions to the consummation of the
Arrangement on the proposed terms and schedule; the ability of
Kirkland Lake Gold and Agnico Eagle to successfully integrate their
respective operations and employees and realize synergies and cost
savings at the times, and to the extent, anticipated; the potential
impact of the Arrangement on exploration activities; the potential
impact of the announcement or consummation of the Arrangement on
relationships, including with regulatory bodies, employees,
suppliers, customers and competitors; the re-rating potential
following the consummation of the Arrangement; changes in general
economic, business and political conditions, including changes in
the financial markets; changes in applicable laws; compliance with
extensive government regulation; and the diversion of management
time on the Arrangement. This forward-looking information may be
affected by risks and uncertainties in the business of Kirkland
Lake Gold and market conditions. This information is qualified in
its entirety by cautionary statements and risk factor disclosure
contained in filings made by Kirkland Lake Gold with the Canadian
securities regulators, including Kirkland Lake Gold’s annual
information form, financial statements and related MD&A for the
financial year ended December 31, 2020, its interim financial
reports and related MD&A for the period ended September 30,
2021 and its management information circular dated October 29, 2021
filed with the securities regulatory authorities in certain
provinces of Canada and available at www.sedar.com.
Should one or more of these risks or uncertainties materialize,
or should assumptions underlying the forward-looking information
prove incorrect, actual results may vary materially from those
described herein as intended, planned, anticipated, believed,
estimated or expected. Although Kirkland Lake Gold has attempted to
identify important risks, uncertainties and factors which could
cause actual results to differ materially, there may be others that
cause results not to be as anticipated, estimated or intended.
Kirkland Lake Gold does not intend, and does not assume any
obligation, to update this forward-looking information except as
otherwise required by applicable law.
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