O3 Mining Mails Information Circular for Subsequent Acquisition Transaction by Agnico Eagle

(All amounts expressed in Canadian dollars unless otherwise noted)

TORONTO, Feb. 18, 2025 /CNW/ - O3 Mining Inc. (TSXV: OIII) (OTCQX: OIIIF) ("O3 Mining") is pleased to announce that it has filed and mailed the information circular (the "Circular") and related materials for the special meeting of holders of common shares of O3 Mining ("Common Shares") to be held on Monday, March 17, 2025 at 10:00 a.m. (Toronto time) (the "Meeting") to approve the previously announced amalgamation (the "Amalgamation") of O3 Mining and Agnico Eagle Abitibi Acquisition Corp., a wholly-owned subsidiary of Agnico Eagle Mines Limited ("Agnico Eagle").

The Amalgamation constitutes the subsequent acquisition transaction contemplated by Agnico Eagle's board-supported take-over bid to acquire O3 Mining. Under the Amalgamation, shareholders of O3 Mining, other than Agnico Eagle, will receive $1.67 in cash per Common Share.

Upon closing of the Amalgamation, O3 Mining will become a wholly-owned subsidiary of Agnico Eagle. Closing of the Amalgamation is expected to occur before the end of the first quarter of 2025. Following closing, it is expected that the Common Shares will be delisted from the TSX Venture Exchange and O3 Mining will file an application to cease to be a reporting issuer under Canadian securities laws.

Meeting and Circular

The Meeting is scheduled to be held on Monday, March 17, 2025 at 10:00 a.m. (Toronto time) at 155 Wellington Street West, 40th Floor, Toronto, Ontario, M5V 3J7. Shareholders of record as of the close of business on February 13, 2025 are eligible to receive notice of and vote at the Meeting.

In order to be voted at the Meeting, proxies must be received by O3 Mining's transfer agent, Odyssey Trust Company, either online at https://vote.odysseytrust.com, in person, or by mail or courier to Trader's Bank Building, 702 – 67 Yonge Street, Toronto, Ontario, M5E 1J8, not later than 10:00 a.m. (Toronto time) on March 13, 2025. If you hold your Common Shares through an investment advisor, broker, bank, trust company, custodian, nominee, clearing agency or other intermediary, a completed voting instruction form should be deposited in accordance with the instructions printed on the form.

The Amalgamation must be approved by at least two-thirds of the votes cast by shareholders present in person or represented by proxy at the Meeting. As of the close of business on the record date, Agnico Eagle beneficially owned, and exercised control and direction over, approximately 96.5% of the issued and outstanding Common Shares. As a result, Agnico Eagle is able to cause the Amalgamation to be approved.

The Circular provides important information regarding the Amalgamation and related matters. Shareholders are urged to read the Circular and its appendices carefully and in their entirety. The Circular is available under O3 Mining's issuer profile on SEDAR+ at www.sedarplus.ca as well as on its website at https://o3mining.com/investors/#!/shareholder-materials.

If you have any questions or require assistance, please contact Laurel Hill Advisory Group, by phone at 1-877-452-7187 or by e-mail at [email protected].

Information for Warrantholders

Any warrants to acquire Common Shares (the "Warrants") that are currently outstanding may be exercised prior to the closing of the Amalgamation and become eligible to receive the cash consideration of $1.67 per Common Share by following the procedures described in the Circular. Warrants that remain outstanding on or after the closing of the Amalgamation may be exercised in accordance with the terms of the Warrant Indenture and will receive on exercise, in lieu of Common Shares, $1.67 in cash.

About O3 Mining Inc.

O3 Mining Inc. is a gold explorer and mine developer in Québec, Canada, adjacent to Agnico Eagle's Canadian Malartic mine. O3 Mining owns a 100% interest in all its properties (128,680 hectares) in Québec. Its principal asset is the Marban Alliance project in Québec, which O3 Mining has advanced over the last five years to the cusp of its next stage of development, with the expectation that the project will deliver long-term benefits to stakeholders.

About Agnico Eagle Mines Limited

Agnico Eagle is a Canadian based and led senior gold mining company and the third largest gold producer in the world, producing precious metals from operations in Canada, Australia, Finland and Mexico, with a pipeline of high-quality exploration and development projects. Agnico Eagle is a partner of choice within the mining industry, recognized globally for its leading sustainability practices. Agnico Eagle was founded in 1957 and has consistently created value for its shareholders, declaring a cash dividend every year since 1983.

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation that is based on current expectations, estimates, projections, and interpretations about future events as at the date of this news release. Forward-looking information and statements are based on estimates of management by O3 Mining, at the time they were made, and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information or statements. Forward-looking statements in this news release include, but are not limited to, statements regarding: the structure, timing and completion of the Amalgamation; the ability of Agnico Eagle to acquire 100% of O3 Mining by way of the Amalgamation; and the timing of the Meeting and completing the Amalgamation. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of O3 Mining that any second-step transaction will be successful and the ability to achieve goals, including the integration of the Marban Alliance property to the Canadian Malartic land package and the ability to realize synergies arising therefrom. O3 Mining cautions that the foregoing list of material factors and assumptions is not exhaustive. Although the forward-looking information contained in this news release is based upon what O3 Mining believes, or believed at the time, to be reasonable expectations and assumptions, there is no assurance that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither O3 Mining, nor Agnico Eagle nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. O3 Mining does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by applicable law. These statements speak only as of the date of this news release. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Agnico Eagle or any of its affiliates or O3 Mining.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

SOURCE O3 Mining Inc.

For further information on Agnico Eagle, please contact: Investor Relations at [email protected] or call [phone].