Agnico Eagle Mines Limited (AEM) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the 2021 Special Meeting of Agnico Eagle Mines Limited. Please note that this meeting is being recorded. I would like to introduce Jim Nasso, Chair of the Board. Mr. Nasso, please go ahead.

Thank you. Thank you, moderator. Good morning, ladies and gentlemen. Welcome to the Special Meeting of the shareholders of Agnico Eagle Mines Limited. My name is Jim Nasso, and I'm Chair of the Board of Agnico Eagle. [Foreign Language] At today's Special Meeting, we will consider resolution regarding the issuance of Agnico Eagle common shares in connection with the proposed merger of equals with Kirkland Lake Limited. I would like to introduce [ Leona. Leona ], [Foreign Language].

[Foreign Language]

[Foreign Language] [ Leona ], could you please give us a greeting in Inuktitut?

Thank you. [Foreign Language]

[Foreign Language] Could you give us a greeting in Finnish, please? Joining me for the meeting today are Sean Boyd, the Vice Chair, Chief Executive Officer and Director of the Corporation; Ammar Al-Joundi, the President of the corporation; Chris Vollmershausen, the Senior Vice President, Legal, General Counsel and Corporate Secretary of the corporation. After the formal business of the meeting, Mr. Boyd will provide some closing remarks. As this meeting is being held virtually via live webcast, we will set out a few procedures for the orderly conduct of the meeting. I will now turn it over to Chris Vollmershausen for the procedures, please.

Thank you, Mr. Chair. As announced in the joint management information circular of Agnico Eagle and Kirkland Lake Gold due to the continuing public health impact of the COVID-19 pandemic and having regard to the health and safety of the corporation's employee and shareholders as well as current public health guidelines with respect to the gatherings of people, the corporation is conducting today's meeting in the virtual format in which we are currently convened. I will now outline the procedures for the orderly conduct of this meeting. First, questions in respect of today's motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the virtual meeting interface. Please note that there may be a slight delay in the publication of the communications received. Second, questions pertaining to the motion will be addressed prior to the vote on the motion. Third, when asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a shareholder or a duly appointed proxy holder. Fourth, for the purposes of the meeting today, voting will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders who have not previously voted or who wish to change their votes will be asked on the motion after its presentation. If you have submitted your vote prior to this meeting, there is nothing for you to do unless you wish to change your vote. Fifth, when you're asked to vote, you will receive a message on the virtual meeting interface requesting you to register your votes. You will only have a limited amount of time to do so when the polls are open. A virtual meeting guide, including instructions on how to vote, was distributed to shareholders and is available under the corporation's profile on the SEDAR website.

Since this meeting was called for -- thank you, Chris. Since this meeting was called for 10 a.m., and it is now that time, I ask that the meeting come to order. In accordance with the bylaws of the corporation, I will preside as Chair of this meeting. Chris will act as secretary of the meeting, and I will appoint [ Steve Nguyen ] of TSX Trust Company to act as scrutineer. In order to expedite matters today, Chris will move and Mr. Boyd will second the motion that will be considered at today's meeting. Notice of Meeting. I confirm that I've received sworn affidavits of Computershare Trust Company of Canada and Broadridge, stating that the notice of the meeting, the joint management information circular and proxy -- and related proxy materials have been sent or made available to each shareholder, each director and the auditors of Agnico Eagle. I direct the secretary to keep the copies of the affidavits with the minutes of the meeting. Unless there is any objection, I will dispense with the reading of the notice of the meeting. If any shareholders objection -- there are no objections, I presume. The quorum. The scrutineers have advised me that prior to the meeting, proxies were received from shareholders or from holders of sufficient number of shares to constitute a quorum. I, therefore, declare the meeting to be regularly called and properly constituted for the transaction of business. I direct that the formal report of the scrutineers be annexed to the minutes of this meeting as a schedule. We will now proceed with the business set out in the notice of the meeting pertaining to the issues of common shares by Agnico Eagle in connection with the proposed merger with Kirkland Lake Gold. Agnico Eagle's Board of Directors believe that the share issuance in connection with the proposed merger with Kirkland Lake Gold is in the best interest of Agnico Eagle, has unanimously approved the merger and related share issuance and has unanimously recommended that the shareholders vote in favor of it. A copy of the resolution approving the share issuance is attached to Schedule A to the joint management information circular relating to this meeting. I direct that a copy of the resolution be annexed to the minutes of this meeting. The resolution must be passed by a majority of votes cast at this meeting. May I have an appropriate motion, please?

Mr. Chair, I move that the resolution relating to the issuance of common shares by Agnico Eagle in connection with the proposed merger with Kirkland Lake Gold, the full text of which is set forth in Schedule A to the joint management information circular, October 29, 2021, be approved.

May I have a second to the motion, please?

I second the motion.

Thank you, Sean. Unless there is any discussion on this motion, we will now move on to the voting.

Mr. Chair, I confirm that there are no questions.

As mentioned, voting today will be conducted by electronic ballot. I will now take a moment to ask the polls to be open to registered holders and appointed proxy holders. Polls are now open. And at this point, all registered holders and proxy holders who properly logged in with their control numbers and have not previously voted or wish to change their vote will be able to see on the screen the motion being brought forth at this meeting. We will now pause the meeting for approximately 2 minutes while the votes are cast. [Voting]

The polls are now closed. The Secretary is advising that we have received the scrutineer's report, and I declare that the share issuance resolution has been duly carried by a majority of shareholders present or represented by proxy at the meeting. If any shareholder is interested in the exact number of votes cast in a ballot for or against the resolution should -- that such shareholder may obtain particulars after the meeting by contacting the Secretary of the corporation. We will also issue a press release and file on SEDAR a report of the holding results at this meeting. As there is no further business that may be properly brought before the meeting, I will now ask for a motion to terminate the meeting.

I so move.

May I have a second -- thank you, Chris. May I have a second to the motion?

I second the motion.

Thank you, Sean. I declare the formal portion of this meeting is now terminated, as mentioned. Mr. Boyd will now provide some closing remarks. Sean, please.

Thank you, Mr. Chairman, and thank you to everyone for participating in this meeting today. Also thank you to -- first to our employees for all the hard work and perseverance that they did and performed during this transaction. A big thank you to them. Also, I'd like to thank Tony Makuch and his team at Kirkland Lake Gold for all their hard work and confidence in making this happen. We look forward -- we're excited and we look forward to working together to build a very special company. I'd also like to thank our shareholders for their support and the resounding votes for this transaction. It's an extremely important day in the long and proud history of Agnico Eagle of over 60 years, a day where we put together 2 strong businesses to create the best senior gold mining company that's positioned not only to unlock significant synergies that we've talked about of $2 billion, but also to create the strongest platform in the gold mining business to continue to deliver for all of our stakeholders. Not just our shareholders, but also our employees, our collective employees and also the communities and partners in which we operate with. So we're extremely excited, as we said. Many of us have been here a long time at a Agnico Eagle. And we're very proud of today and the ability to move forward together with Kirkland Lake to build something that's incredibly special. So we're excited to get to work. We know it's a big responsibility. We take that responsibility extremely seriously to deliver, as we said, for all of our stakeholders. So thanks again for attending the meeting, and thanks for all your support.

Thank you, Sean. And may I take the liberty of saying that together, a powerful concept. We've done something very special, not only for ourselves but for the company and for Canada. And we look forward to working together, and we see great things in the future. And thank you, everybody, for joining us this morning. Thank you, Sean, for your remarks. This concludes the meeting. I would like to thank everyone for joining us today and making this a successful virtual meeting. Thank you.

Thank you for attending today's meeting. You may now disconnect.