Agnico Eagle acquires five million Fuerte receipts

Executive Summary

• Agnico Eagle Mines Ltd. acquired five million subscription receipts from Fuerte Metals Corp.’s subsidiary for $8.25 million at $1.65 each.
• Upon escrow conditions being met, the receipts will convert into 5 M units (each unit = 1 common share of Fuerte + 1 warrant to purchase a share at $2.50 for five years).
• Post‑transaction Agnico Eagle is expected to hold ~10.17 M Fuerte common shares and 5 M warrants, representing ~8.12% non‑diluted ownership (≈11.65% partially diluted).

Key Details

• Purchase price: $1.65 per subscription receipt; total consideration $8.25 million.
• Subscription receipts: 5,000,000 issued by 1555489 B.C. Ltd., a wholly‑owned subsidiary of Fuerte Metals Corp.
• Conversion terms: Each receipt converts automatically into one unit consisting of:
• 1 common share of Fuerte Metals Corp.
• 1 warrant to purchase an additional common share at $2.50, exercisable for five years from issuance.
• Escrow release condition: Completion of Fuerte’s acquisition of certain properties; as partial consideration, Fuerte may issue up to 33,572,115 common shares (or convertible securities).
• Pre‑transaction ownership: Agnostic Eagle held 5,171,310 Fuerte common shares (~8.43% non‑diluted).
• Post‑transaction expected ownership: ~10,171,310 common shares + 5 M warrants (~8.12% non‑diluted; ~11.65% partially diluted assuming warrant exercise).
• Investor Rights Agreement (dated Jan 31 2024): Grants Agnico Eagle rights to:
• Participate in future equity financings or top‑up holdings to maintain pro‑rata ownership up to a 9.99% stake.
• Nominate one director (or two if Fuerte’s board expands to ≥8 directors).
• Future actions: Agnico Eagle may acquire additional securities of Fuerte or dispose of existing holdings, subject to market conditions and strategic priorities.
• Regulatory filing: An early warning report will be filed in accordance with applicable securities laws.

Notable Quotes

(No direct quotes were provided in the release.)