Sean Boyd, CEO Agnico Eagle Mines Limited AEM – TSX, NYSE Peter Marrone, CEO Yamana Gold Inc. YRI – TSX; AUY – NYSE Sean Roosen, CEO Osisko Mining Corporation OSK – TSX PARTNERING TO PROVIDE SUPERIOR VALUE APRIL 16, 2014
FORWARD LOOKING STATEMENTS The information in this document has been prepared as at April 16, 2014. Certain statements contained in this document constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward looking information under the provisions of Canadian provincial securities laws. When used in this document, the words “anticipate”, “expect”, “estimate”, “forecast”, “will”, “planned”, and similar expressions are intended to identify forward-looking statements or information. Such statements include without limitation: statements regarding the timing and closing of the transactions contemplated by the Agreement (the “Transaction”), statements regarding synergies resulting from the Transaction, statements regarding the effect of the Transaction on Agnico Eagle and Yamana’s net asset value, operating cash flow, free cash flow, production, reserves, resources, total cash costs, all-in sustaining costs, and debt levels, statements regarding timing and amounts of capital expenditures and other assumptions; estimates of future reserves, resources, mineral production, optimization efforts and sales; estimates of mine life; estimates of future internal rates of return, mining costs, total cash costs, minesite costs, all-in sustaining costs and other expenses; estimates of future capital expenditures and other cash needs, and expectations as to the funding thereof; statements and information as to the projected development of certain ore deposits, including estimates of exploration, development and production and other capital costs, and estimates of the timing of such exploration, development and production or decisions with respect to such exploration, development and production; estimates of reserves and resources, and statements and information regarding anticipated future exploration; the anticipated timing of events with respect to the Company’s mine sites and statements and information regarding the sufficiency of the Company’s cash resources. Such statements and information reflect the Company’s views as at the date of this document and are subject to certain risks, uncertainties and assumptions, and undue reliance should not be placed on such statements and information. Many factors, known and unknown could cause the actual results to be materially different from those expressed or implied by such forward looking statements and information. Such risks include, but are not limited to: the volatility of prices of gold and other metals; uncertainty of mineral reserves, mineral resources, mineral grades and mineral recovery estimates; uncertainty of future production, capital expenditures, and other costs; currency fluctuations; financing of additional capital requirements; cost of exploration and development programs; mining risks; community protests; risks associated with foreign operations; governmental and environmental regulation; the volatility of the Company’s stock price; and risks associated with the Company’s byproduct metal derivative strategies. For a more detailed discussion of such risks and other factors that may affect the Company’s ability to achieve the expectations set forth in the forward-looking statements contained in this document, see the Company’s Annual Information Form for the year ended December 31, 2013 filed on SEDAR at www.sedar.com and included in the Company’s Form 40-F for the year ended December 31, 2013 filed on EDGAR at www.sec.gov, as well as the Company’s other filings with the Canadian securities regulators and the U.S. Securities and Exchange Commission. The Company does not intend, and does not assume any obligation, to update these forward-looking statements and information. For a detailed breakdown of the Company’s reserve and resource position see the Company’s Annual Information Form or Form 40-F. 2
NOTES TO INVESTORS Note Regarding the Use of Non-GAAP Financial Measures This document presents estimates of future “total cash costs per ounce”, “minesite costs per tonne”, and “all-in sustaining cost” that are not recognized measures under United States generally accepted accounting principles (“US GAAP”). This data may not be comparable to data presented by other gold producers. These future estimates are based upon the total cash costs per ounce and minesite costs per tonne that the Company expects to incur to mine gold at the applicable sites and do not include production costs attributable to accretion expense and other asset retirement costs, which will vary over time as each project is developed and mined. It is therefore not practicable to reconcile these forward-looking non-GAAP financial measures to the most comparable GAAP measure. A reconciliation of the Company’s total cash costs per ounce, all-in sustaining cost per ounce, and minesite costs per tonne to the most comparable financial measures calculated and presented in accordance with US GAAP for the Company’s historical results of operations is set forth in the Company’s annual management’s discussion and analysis (“MD&A”) for the year ended December 31, 2013 available on SEDAR at www.sedar.com and included in the Company’s Form 40-F available on EDGAR at www.sec.gov, as well as the Company’s other filings with the Canadian securities regulators and the SEC. Note Regarding Production Guidance The gold production guidance is based on the Company’s mineral reserves but includes contingencies and assumes metal prices and foreign exchange rates that are different from those used in the reserve estimates. These factors and others mean that the gold production guidance presented in this disclosure does not reconcile exactly with the production models used to support these mineral reserves. 3
TRANSACTION SUMMARY 4
TRANSACTION DESCRIPTION • Joint offer to acquire 100% of Osisko’s outstanding common shares valued at C$3.9 billion or C$8.15 per share • Agnico Eagle and Yamana to enter into a partnership on Canadian Malartic mine, and jointly manage the Kirkland Lake and Hammond Reef projects Joint operating committee for Canadian Malartic • New Company (“Spinco”) component of joint offer valued at C$575 million or C$1.20 per share Spinco will retain C$155 million cash; 5% NSR on Canadian Malartic; 2% NSR on Kirkland Lake properties, Hammond Reef, and Pandora properties; a portfolio of marketable investments; and Osisko’s Mexican exploration properties CREATING A POWERFUL STRATEGIC PARTNERSHIP 5
CANADIAN MALARTIC PRODUCTION AND COST PROFILE 800 $700 700 $600 Attributable Gold Production (k oz) 600 $500 Cash Costs (US$/oz) 500 $400 400 $300 300 $200 200 $100 100 0 $0 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 Gold Production Cash Costs Source: Estimates based on Osisko press release dated March 20, 2014. 6
SOLIDIFIES AGNICO EAGLE AND YAMANA AS LEADERS IN THE MID-TIER SPACE GOLD RESERVES (M OZ) 26.4 23.2 21.6 18.5 18.5 16.9 10.1 9.4 (4) (3) (1)(2) (1) (2) (1) Eldorado PF Yamana PF Agnico Eagle New Gold Yamana Agnico Eagle IAMGOLD Osisko Proven & Probable Note: As of December 31, 2013 (1) Based on updated resource estimate for Canadian Malartic as announced on March 20, 2014 (2) Represented on a gold equivalent basis (3) Reserves are reported in attributable ounces (4) As of Dec 31, 2013, reserves are reported in attributable ounces 7
TRANSACTION SUMMARY Bid Price • C$8.15 per Osisko share • C$3.9 billion equity value Consideration Offered • C$2.09 in cash per Osisko share, equal contribution by Agnico Eagle and Yamana • 0.07264 of Agnico Eagle common shares (value of C$2.43 per share), 0.26471 of Yamana common shares (value of C$2.43 per share) • C$1.20 per share in Spinco common shares Structure • Joint offer to acquire 100% of Osisko’s outstanding common shares • Agnico Eagle and Yamana become equal partners in Osisko’s Canadian Malartic mine and the Kirkland Lake and Hammond Reef projects • Canadian Malartic mine to be operated through a joint operating committee Premium • 11% premium to the implied value of the current Goldcorp hostile bid • 10% premium to Osisko’s close on April 15, 2014 Financing • Agnico Eagle and Yamana will each fund C$501 million in cash • Remaining consideration in Agnico Eagle and Yamana shares plus shares in Spinco Conditions • Osisko shareholder vote (66 2/3% of shareholders voting) • Regulatory and court approvals Other Terms • C$195 million break fee shared equally by Agnico Eagle and Yamana • Shareholders of Osisko, including all directors and officers, holding approximately 4.5% of the shares, have entered into voting agreements with Agnico Eagle and Yamana • Non-solicitation and 5-day right to match superior proposal provision • C$10 million cost reimbursement to each of Agnico Eagle and Yamana under certain circumstances Indicative Timetable • Osisko shareholder vote expected to be held later in May 2014 • Closing expected early June 2014 8 Note: Based on closing prices on April 15, 2014
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