Agnico Eagle Mines Limited ("Agnico Eagle") Offer for O3 Mining Inc. ("O3 Mining")

Premium Cash Offer

$1.67 per common share of O3 Mining

Reasons to Tender

•  Unanimous O3 Board Recommendation.

The board of directors of O3 (the “O3 Board”) has unanimously determined that the Offer is fair, from a financial point of view, to shareholders and is in the best interests of O3 and shareholders, and unanimously recommends that shareholders tender their O3 Common Shares to the Offer.

• Significant Premium to Market Price.

The Offer represents a premium of 58% to the closing price of the O3 Common Shares on the TSXV on December 11, 2024 (the last trading day prior to the announcement of the Offer), and a premium of 57% to the 20-day VWAP of the O3 Common Shares on the TSXV for the period ending December 11, 2024.

• Cash Offer provides Liquidity and Certainty of Value.

The Offer provides 100% cash consideration, giving shareholders certainty of value and liquidity at an attractive price.

 

• Project Execution and Development Risk.
  

O3 believes that the Offer provides shareholders with the value inherent in its portfolio of projects, including the Marban Project, without the long-term risks associated with the development and execution of those projects, including future dilution, as well as commodity, construction and execution risk.

• Support of Key Shareholders.

All of the directors and officers of O3, as well as Gold Fields Limited, Extract Advisors LLC, and certain Franklin Templeton managed funds, representing in the aggregate approximately 39% of the issued and outstanding Common Shares, entered into Lock-Up Agreements pursuant to which they agreed to tender their Common Shares to the Offer.

• Fairness Opinions.
  

The recommendation of the O3 Board is supported by fairness opinions provided by Maxit Capital LP and Fort Capital Partners to the O3 Board, each stating that the Offer is fair, from a financial point of view, to shareholders (other than Agnico Eagle and its affiliates) and is in the best interests of O3 and shareholders (other than Agnico Eagle and its affiliates).