UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August, 2014

 

Commission File Number 001-13422

 

Agnico Eagle Mines Limited

(Translation of registrant’s name into English)

 

145 King Street East, Suite 400, Toronto, Ontario M5C 2Y7

(Address of Principal Executive Offices)

 

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F

 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o

 

 

 

EXHIBITS

 

Exhibit No.		Exhibit Description
99.1		Material Change Report, dated June 26, 2014

 

Exhibit Number 99.1 submitted with this Form 6-K is hereby incorporated into Agnico Eagle Mines Limited’s Registration Statements on Form F-10 (registration no. 333-189715), Form F-3D (registration nos. 333-183723 and 333-190888) and Form S-8 (registration nos. 333-130339 and 333-152004).

 

2

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

	AGNICO EAGLE MINES LIMITED
Date: August 13, 2014	/s/ R. Gregory Laing
	By:	R. Gregory Laing
	Title:	General Counsel, Senior Vice-President, Legal and
		Corporate Secretary

 

3

 

Exhibit 99.1

 

FORM 51-102F3

 

MATERIAL CHANGE REPORT

 

Section 7.1 of National Instrument 51-102
Continuous Disclosure Obligations

 

ITEM 1:                NAME AND ADDRESS OF COMPANY

 

Agnico Eagle Mines Limited (“Agnico Eagle”)
Suite 400, 145 King Street East
Toronto, ON  M5C 2Y7

 

ITEM 2:                DATE OF MATERIAL CHANGE

 

June 16, 2014.

 

ITEM 3:                NEWS RELEASE

 

A news release with respect to the material change referred to in this report was issued jointly by Agnico Eagle and Yamana Gold Inc. (“Yamana”) through the facilities of Canada NewsWire on June 16, 2014 and subsequently filed on SEDAR at www.sedar.com.  A copy of the news release is attached as Exhibit “A” hereto.

 

ITEM 4:                SUMMARY OF MATERIAL CHANGE

 

On June 16, 2014, Agnico Eagle and Yamana jointly announced the completion of the previously announced court-approved plan of arrangement of Osisko Mining Corporation (“Osisko”) under section 192 of the Canada Business Corporations Act (the “Arrangement”) pursuant to an arrangement agreement between Agnico Eagle, Yamana and Osisko dated April 16, 2014, as amended (the “Arrangement Agreement”).  Under the Arrangement, Agnico Eagle and Yamana jointly acquired 100% of the issued and outstanding common shares of Osisko (the “Osisko Shares”).

 

ITEM 5:                FULL DESCRIPTION OF MATERIAL CHANGE

 

The Arrangement was approved by approximately 99.81% of the Osisko shareholders and optionholders who voted in respect of the Arrangement at the annual and special meeting of Osisko shareholders and optionholders held on May 30, 2014.  The Arrangement was subsequently approved by the Québec Superior Court.

 

On June 16, 2014, pursuant to the Arrangement Agreement, Osisko completed the Arrangement and Agnico Eagle and Yamana each acquired indirect ownership of 50% of the issued and outstanding Osisko Shares.  The Osisko Shares were acquired by Agnico Eagle and Yamana indirectly through Canadian Malartic Corporation, an entity owned in equal shares by wholly-owned subsidiaries of Agnico Eagle and Yamana.  The Osisko Shares were de-listed from the Toronto Stock Exchange (the “TSX”) as at the close of business on June 16, 2014.

 

 

The Arrangement resulted in each Osisko Share being exchanged for: (i) C$2.09 in cash; (ii) 0.07264 of a common share of Agnico Eagle; (iii) 0.26471 of a common share of Yamana; and (iv) 0.1 of one common share of Osisko Gold Royalties Ltd (“Osisko Royalties”), a newly formed company that has commenced trading on the TSX.

 

Pursuant to the Arrangement, the following assets of Osisko were transferred to Osisko Royalties: (i) a 5% net smelter return royalty (“NSR”) on all gold, silver and other products produced by the Canadian Malartic mine; (ii) C$157 million in cash; (iii) a 2% NSR on the Kirkland Lake assets, the Hammond Reef project and certain other Canadian exploration properties; (iv) all assets and liabilities of Osisko in its Guerrero camp; and (v) certain other investments and assets.

 

Agnico Eagle’s and Yamana’s relationship with respect to the Canadian Malartic mine is governed by a unanimous shareholders agreement with respect to the successor company to Osisko and a general partnership agreement with respect to the partnership (“Canadian Malartic GP”) that has been formed with respect to the Canadian Malartic mine (such agreements, collectively, the “Governing Agreements”).  Pursuant to the Governing Agreements, among other things:

 

(a)                                 Subsidiaries of Agnico Eagle and Yamana have established a management committee to supervise the business and affairs of the Canadian Malartic mine.  The management committee will consist of an equal number of representatives of Agnico Eagle and Yamana for so long as each has a direct or indirect 50% interest in the Canadian Malartic GP.  Decisions of the management committee are made either by ordinary resolution, special resolution or unanimous resolution, and the Governing Agreements include dispute resolution provisions which apply in specified circumstances, including in cases of deadlock among management committee representatives.

 

(b)                                 The parties have, subject to certain exceptions, agreed to certain restrictions with respect to the direct or indirect acquisition of real property for the purposes of conducting exploration or mining development and/or mining operations, wholly or partially within an “Area of Interest”, which is an area proximate to the Canadian Malartic mine and certain exploration properties.

 

(c)                                  The parties have agreed to proportionately fund operations, and a failure of a party to so fund will trigger dilution of their interest in the Canadian Malartic mine.  If a party’s interest is reduced to less than 10%, then such interest will be converted into a 2% royalty.

 

(d)                                 No party may transfer, directly or indirectly, the whole or any part of its interests in the successor company to Osisko or Canadian Malartic GP without first complying with certain rights of first refusal and rights of first offer in accordance with the terms of the Governing Agreements.

 

ITEM 6:                                               RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

 

Not applicable.

 

2

 

ITEM 7:                                               OMITTED INFORMATION

 

Not applicable.

 

ITEM 8:                EXECUTIVE OFFICER

 

The name and business telephone number of the executive officer of Agnico Eagle who is knowledgeable about the material change and this report is:

 

R. Gregory Laing
(416) 947-1212

 

ITEM 9:                                               DATE OF REPORT

 

June 26, 2014.

 

 

		(signed) R. Gregory Laing
		R. Gregory Laing General Counsel, Sr. Vice President, Legal and Corporate Secretary

 

3

 

EXHIBIT “A”

 

News Release

 

See attached.

 

 

Stock Symbol:

AEM (NYSE and TSX)

 

AGNICO EAGLE AND YAMANA GOLD COMPLETE ACQUISITION OF OSISKO MINING CORPORATION AND THE CANADIAN MALARTIC MINE

 

TORONTO, ONTARIO - (June 16, 2014) - Agnico Eagle Mines Limited (NYSE:AEM, TSX:AEM) (“Agnico Eagle”) and Yamana Gold Inc. (TSX:YRI, NYSE:AUY) (“Yamana”) are pleased to announce today the completion of their previously announced court-approved plan of arrangement (the “Arrangement”) pursuant to which Agnico Eagle and Yamana have jointly acquired 100% of the issued and outstanding common shares of Osisko Mining Corporation (“Osisko”).  Osisko’s common shares will be de-listed from the Toronto Stock Exchange (“TSX”) as at the close of business today.

 

Agnico Eagle and Yamana now each own 50% of Osisko and have formed a joint committee to operate the Canadian Malartic mine in Quebec. The partners will also jointly explore and potentially develop the Kirkland Lake assets, and continue  exploration at the Hammond Reef, Pandora, and Wood-Pandora properties.

 

The Arrangement

 

Each outstanding common share of Osisko was exchanged for:

 

·                  C$2.09 in cash;

 

·                  0.07264 of an Agnico Eagle common share;

 

·                  0.26471 of a Yamana common share; and

 

·                  0.1 of one common share of Osisko Gold Royalties Ltd., a newly formed company that has commenced trading on the Toronto Stock Exchange under the symbol “OR”. Pursuant to the Arrangement, the following assets of Osisko have been transferred to Osisko Gold Royalties Ltd.: (i) a 5% net smelter royalty (“NSR”) on the Canadian Malartic mine; (ii) C$157 million cash; (iii) a 2% NSR on the Kirkland Lake assets, the Hammond Reef project, and certain other properties; (iv) all assets and liabilities of Osisko in its Guerrero camp; and (v) certain other investments and assets.

 

“With the acquisition of Osisko now completed, Agnico Eagle looks forward to working with Yamana to further optimize the Canadian Malartic mine and build on the solid operational performance achieved in May 2014,” said Sean Boyd, President and Chief Executive Officer of Agnico Eagle.  “In addition, we are jointly reviewing the Kirkland Lake portfolio with the intent of designing an exploration program to expand and

 

1

 

upgrade the current resource base to further enhance shareholder value,” added Mr. Boyd.

 

“The completion of our joint acquisition of Osisko and the Canadian Malartic mine adds another cornerstone asset to our portfolio that will contribute significantly to increased production and cash flow levels as we continue to balance top and bottom line growth,” said Peter Marrone, Chairman and Chief Executive Officer of Yamana.  “We look forward to establishing our presence in Canada as we work with Agnico to unlock additional value at Canadian Malartic and develop an exploration program for the Kirkland Lake assets,” added Mr. Marrone.

 

Additional Information for Shareholders

 

Shareholders who have questions or who may need assistance with the completion of letters of transmittal are advised to contact our Information Agent, Laurel Hill Advisory Group at:

 

North American Toll Free:  1-877-452-7184

 

Banks, Brokers or collect calls:  416-304-2011

 

Email: assistance@laurelhill.com

 

About Agnico Eagle

 

Agnico Eagle is a senior Canadian gold mining company that has produced precious metals since 1957. Its eight mines are located in Canada, Finland and Mexico, with exploration and development activities in each of these regions as well as in the United States. The Company 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 Yamana

 

Yamana is a Canadian-based gold producer with significant gold production, gold development stage properties, exploration properties, and land positions throughout the Americas including Brazil, Argentina, Chile, Mexico, and Canada. Yamana plans to continue to build on this base through existing operating mine expansions, throughput increases, development of new mines, the advancement of its exploration properties and by targeting other gold consolidation opportunities with a primary focus in the Americas.

 

Further Information

 

For further information regarding Agnico Eagle, contact Investor Relations at info@agnicoeagle.com or call (416) 947-1212.

 

2

 

Forward-looking statements

 

Certain statements contained in this press release may be deemed “forward-looking statements”. All statements in this release, other than statements of historical fact, that address events or developments that Osisko, Agnico Eagle and Yamana expect to occur, are forward looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential”, “scheduled” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur including, without limitation, the realization of all expected benefits of the acquisition of Osisko, and the view on (i) the Canadian Malartic assets, (ii) the quality and the potential of Osisko’s exploration and mining assets, (iii) the consideration offered to Osisko shareholders, and (iv) the potential of Osisko Gold Royalties Ltd. Although Osisko, Agnico Eagle and Yamana believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include, gold prices, access to skilled consultants, results of exploration and development activities, the Corporation’s limited experience with production and development stage mining operations, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment, timeliness of government or court approvals, actual performance of facilities, equipment and processes relative to specifications and expectations, unanticipated environmental impacts on operations market prices, continued availability of capital and financing and general economic, market or business conditions. These factors are discussed in greater detail in Osisko, Agnico Eagle and Yamana’s most recent Annual Information Forms, which are filed on SEDAR and also provide additional general assumptions in connection with these statements. Osisko, Agnico Eagle and Yamana caution that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on the forward looking statements contained herein should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Osisko, Agnico Eagle and Yamana believe that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release. Osisko, Agnico Eagle and Yamana undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.

 

3