Comaplex Minerals Corp.

Comaplex Minerals Corp.

May 03, 2010 21:15 ET

Agnico-Eagle Enters Into a Definitive Agreement to Acquire Comaplex

CALGARY, ALBERTA--(Marketwire - May 3, 2010) - Agnico-Eagle Mines Limited ("Agnico-Eagle") and Comaplex Minerals Corp. (TSX:CMF) ("Comaplex") jointly announce that they have entered into a definitive agreement whereby Agnico-Eagle will acquire all of the shares of Comaplex that it does not already own. Agnico-Eagle and Comaplex previously announced an agreement in principle regarding the transaction on April 1, 2010. Under the terms of the transaction, each shareholder of Comaplex other than Agnico-Eagle, will receive 0.1576 of an Agnico-Eagle share per Comaplex share. Additionally, at closing, each Comaplex shareholder other than Agnico-Eagle and Perfora Investments S.a.r.l. ("Perfora") will receive one common share of a newly formed, wholly-owned, subsidiary of Comaplex ("New Comaplex") in respect of each Comaplex share. The total value of the consideration to be received by Comaplex shareholders, other than Agnico-Eagle and Perfora, was estimated at the date of first announcement of the transaction to be C$10.32 per Comaplex share representing a premium of approximately 34% to the 20-day volume weighted average price of Comaplex shares on the Toronto Stock Exchange on March 31, 2010, the day prior to announcement of the transaction. The transaction will be effected by a plan of arrangement under the Business Corporations Act (Alberta).

Agnico-Eagle has entered into support agreements with Perfora and all directors and officers of Comaplex (representing approximately 25.7% of the outstanding shares (fully diluted) of Comaplex) pursuant to which each of them has agreed to, among other things, support the transaction and vote all of the shares held by them in Comaplex in favour of the plan of arrangement. These agreements can be terminated if the acquisition agreement is terminated. Agnico-Eagle currently holds approximately 12.3% of the outstanding shares (fully diluted) of Comaplex.

Comaplex owns a 100% interest in the advanced stage Meliadine gold project located in Nunavut, Canada which is approximately 300 kilometres from Agnico-Eagle's producing Meadowbank gold mine. First discovered in 1990, Meliadine currently has 3.29 million ounces of measured and indicated gold resources from 12,947,500 tonnes grading 7.9 grams per tonne (g/t) and inferred gold resources of 1.73 million ounces from 8,385,600 tonnes grading 6.4 g/t.

The transaction contemplates that Comaplex will transfer to New Comaplex all assets and related liabilities other than those relating to the Meliadine properties and related assets. These assets include all of Comaplex's net cash, the non-Meliadine mineral properties, all oil and gas properties, and investments. The shares of New Comaplex will be distributed to the shareholders of Comaplex, other than Agnico-Eagle and Perfora. Based on the previous 20-day volume weighted average price of Agnico-Eagle shares on the Toronto Stock Exchange on March 31, 2010, the transaction values each Comaplex share at C$9.32 plus the value of each New Comaplex share, estimated to be C$1.00 based on the value of the assets and cash to be transferred to New Comaplex.

The transaction is subject to approval by Comaplex shareholders and court and regulatory approvals. The transaction is expected to close in July of 2010. Comaplex intends to mail an information circular with respect to the meeting of shareholders to approve the transaction within the next three weeks.

The boards of directors of both companies have unanimously approved the acquisition agreement. In the event the transaction is not completed under certain circumstances, Comaplex has agreed to pay Agnico-Eagle a termination fee of C$20 million.

About Agnico-Eagle

Agnico-Eagle is a long established Canadian gold producer with operations located in Canada, Finland and Mexico and exploration and development activities in Canada, Finland, Mexico and the United States. Agnico-Eagle's LaRonde Mine is Canada's largest operating gold mine in terms of reserves. Agnico-Eagle has full exposure to higher gold prices consistent with its policy of no forward gold sales. It has paid a cash dividend for 28 consecutive years. Agnico-Eagle's registered office is located at 145 King Street East, Suite 400, Toronto, Ontario M5C 2Y7.

About Comaplex

Comaplex is a public company, headquartered in Calgary whose shares trade on the Toronto Stock Exchange. Comaplex's core business is exploring for and developing mineral properties in Canada, and its main asset is the Meliadine gold property. Comaplex's registered office is located at 901, 1015 Fourth Street S.W., Calgary, Alberta T2R 1J4. Mr. Mark Balog and Mr. Doug Dumka have verified the technical information contained in this news release. Doug Dumka, P. Geo. is the Exploration Manager for Comaplex and is the designated Qualified Person as defined by NI 43-101 for the Meliadine West Project. Further details on Comaplex's mineral resource estimate can be found in the Snowden Technical Report on Resource Estimates at Meliadine dated February 2010 that is filed on SEDAR.

Further information

For further information regarding Agnico-Eagle, contact David Smith; VP, Investor Relations, 416.947.1212 or visit Agnico-Eagle's website at

For further information regarding Comaplex, contact George Fink, President and CEO; Mark Balog, Chief Operating Officer; or Kirsten Kulyk, Manager-Investor Relations, 403.265.2846 or visit Comaplex's website at

Forward-Looking Statements

Certain statements regarding Comaplex and/or Agnico-Eagle set forth in this press release, including the completion of the transaction and the attributes of New Comaplex, contain forward-looking information. This forward-looking information is subject to numerous material risks, uncertainties and assumptions, certain of which are beyond the control of Comaplex and/or Agnico-Eagle, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility, ability to access sufficient capital from internal and external sources, uncertainty of receiving approval from shareholders for the transaction described herein and failure to obtain required regulatory approvals, including stock exchange approvals. Readers are cautioned that the material assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise. Actual results, performance or achievement could differ materially from those expressed in, or implied by, this forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that Comaplex and/or Agnico-Eagle will derive therefrom. Comaplex and Agnico-Eagle disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

Contact Information

  • Comaplex Minerals Corp.
    George Fink
    President and CEO
    Comaplex Minerals Corp.
    Mark Balog
    Chief Operating Officer
    Comaplex Minerals Corp.
    Kirsten Kulyk
    Manager-Investor Relations