EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Kirkland Lake Gold Ltd. : Exhibit 99.1 - Filed by newsfilecorp.com

NOTICES OF SPECIAL MEETINGS

and

JOINT MANAGEMENT INFORMATION CIRCULAR

of

AGNICO EAGLE MINES LIMITED and KIRKLAND LAKE GOLD LTD.

for the

SPECIAL MEETINGS OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 26, 2021

with respect to a proposed

PLAN OF ARRANGEMENT

involving

AGNICO EAGLE MINES LIMITED and KIRKLAND LAKE GOLD LTD.

OCTOBER 29, 2021

TAKE ACTION AND VOTE TODAY

These materials are important and require your immediate attention. The shareholders of Agnico Eagle Mines Limited (“Agnico”) and Kirkland Lake Gold Ltd. (“Kirkland”) are required to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal, tax or other professional advisors.

Shareholders of Agnico that have any questions or require more information with regard to voting their securities may contact the strategic shareholder advisor and proxy solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184 toll free in North America, or at 1-416-304-0211 outside of North America, or by e-mail at assistance@laurelhill.com. Shareholders of Kirkland that have any questions or require more information with regard to voting their securities may contact the strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at 1-877-659-1824 toll free in North America, at 1-800-155-612 toll free in Australia, or at 1-416-867-2272 outside of North America, or by e-mail at contactus@kingsdaleadvisors.com.

No securities regulatory authority or stock exchange in Canada, the United States, Australia or elsewhere has expressed an opinion about, or passed upon the fairness or merits of, the transactions described in this document, the securities being offered pursuant to such transactions or the adequacy of the information contained in this document and it is an offense to claim otherwise. No securities regulatory authority or stock exchange in Canada, the United States, Australia or elsewhere has approved or registered this document, and this document is not required to be registered with a securities regulatory authority or stock exchange in any such jurisdiction. This document is not a prospectus under the Australian Corporations Act.



LETTER TO AGNICO SHAREHOLDERS

October 29, 2021

Dear Agnico Shareholders,

The board of directors of Agnico Eagle Mines Limited ("Agnico") cordially invites you to attend the special meeting of the holders of common shares of Agnico to be held in a virtual-only format on November 26, 2021 at 10:00 a.m. (Toronto time). At the meeting, you will be asked to consider a resolution regarding the issuance of Agnico common shares in connection with the proposed acquisition of all the outstanding common shares of Kirkland Lake Gold Ltd. ("Kirkland") in a merger of equals.

The merger will establish the new Agnico as a high-quality senior gold producer, with the lowest all-in sustaining cost1, highest EBITDA margin1 and lowest-risk portfolio2 of operating mines, among its Senior Gold Peers (as such terms are defined in the accompanying Joint Management Information Circular of Agnico and Kirkland), as well as industry-leading best practices in key areas of environmental, social and governance matters.

Upon completion of the merger, new Agnico is expected to have approximately US$2.3 billion of available liquidity, significant mineral reserves and an extensive pipeline of development and exploration projects to drive sustainable, low-risk growth.

The merger will create a best-in-class gold mining company operating in one of the world's leading gold regions, the Abitibi-Greenstone Belt of northeastern Ontario and northwestern Quebec, with superior financial and operating metrics. Consolidation within the Abitibi will also provide new Agnico with significant value creation opportunities through synergies and other business improvement initiatives. Additionally, new Agnico will continue to be the only gold producer in Nunavut and will be well positioned internationally with profitable and prospective assets in Australia, Finland and Mexico.

The merger of Agnico and Kirkland combines each company's strengths by bringing together two industry leaders in growing per share value in key metrics such as production, mineral reserves, cash flow and net asset value. Both companies also share a strong history of returning capital to shareholders, with a total of US$1.6 billion being returned through dividend payments and share repurchases since the beginning of 2020 (on a pro forma basis).

The new Agnico will be led by a combined board and management team of experienced mining and business leaders, bringing together the proven cultures, strengths and capabilities of both companies.

Details of the transaction, which will proceed by way of a plan of arrangement, and of the issuance of Agnico common shares in connection with the transaction, are described in more detail in the accompanying Notice of Special Meeting of Shareholders of Agnico and the Joint Management Information Circular.

On behalf of the Agnico board of directors, I would like to express our gratitude for the support our Agnico shareholders have demonstrated with respect to our decision to undertake this transaction. We believe that this opportunity will be transformative for both Agnico and Kirkland shareholders and will result in the creation of one of the highest-quality senior gold producers in the world.


Yours very truly,

(Signed) "Sean Boyd"

Sean Boyd
Vice-Chairman and Chief Executive Officer
Agnico Eagle Mines Limited

The Agnico Board Unanimously Recommends a Vote FOR the Agnico Resolution.

Vote Well in Advance of the Proxy Deadline on 10:00 a.m. (Toronto time) on November 24, 2021.

Questions or Require Voting Assistance? Contact Agnico's strategic shareholder advisor and proxy solicitation agent, Laurel Hill Advisory Group at 1-877-452-7184 (toll free in North America), at 1-416-304-0211 (for collect calls outside of North America), or by e-mail at assistance@laurelhill.com.

_________________________

1. Lowest all-in sustaining cost and highest EBITDA margin are non-GAAP financial performance measures based on data from Bloomberg, equity research reports or public disclosure of the Senior Gold Peers with no standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other companies. Financial comparisons between new Agnico and its Senior Gold Peers are made on the basis of the data presented by Bloomberg, equity research reports or public disclosure which may not be calculated in the same manner as Agnico and Kirkland calculate comparable measures. For further details see the accompanying Joint Management Information Circular of Agnico and Kirkland dated October 29, 2021 (the "Circular") of Agnico and Kirkland, including the headings "Joint Management Information Circular - Non-GAAP Financial Performance Measures", "Joint Management Information Circular - Third Party Data" and "Joint Management Information Circular - Comparative Measures Based on Third Party Data" contained therein.

2. Lowest-risk portfolio is an assessment of risk based on data from The Fraser Institute's "Survey of Mining Companies 2020" (the "Fraser Report") and historical production data for calendar year 2020 included in the public disclosure of the Senior Gold Peers. The risk assessment is determined for new Agnico and each Senior Gold Peer by using the Fraser Report scores for mining jurisdictions across the world and weighting such scores based on each entity's 2020 production in each applicable jurisdiction. For further details see the accompanying Circular, including the headings "Joint Management Information Circular - Third Party Data" and "Joint Management Information Circular - Comparative Measures Based on Third Party Data" contained therein.


LETTER TO KIRKLAND SHAREHOLDERS

October 29, 2021

Dear Kirkland Shareholders,

The board of directors (the "Kirkland Board") of Kirkland Lake Gold Ltd. ("Kirkland") cordially invites you to attend a special meeting (the "Kirkland Meeting") of the holders (the "Kirkland Shareholders") of common shares in the capital of Kirkland (the "Kirkland Shares") to be held in a virtual-only format on November 26, 2021 at 11:00 a.m. (Toronto time).

The Transaction

At the Kirkland Meeting, the Kirkland Shareholders will be asked to consider a resolution (the "Arrangement Resolution") regarding an arrangement of Kirkland whereby all of the issued and outstanding Kirkland Shares will be acquired by Agnico Eagle Mines Limited ("Agnico") for common shares of Agnico (the "Agnico Shares") in a merger of equals for consideration per Kirkland Share equal to 0.7935 of an Agnico Share.

This merger of equals represents a unique opportunity to combine two companies with leading track records in the gold industry for generating per share value and to create a high-quality senior gold producer. Following completion of the merger, the combined company (the "Combined Company") will have the industry's lowest all-in sustaining cost1, highest EBITDA margin1, most favourable risk profile2 and industry-leading best practices in key areas of environmental, social and governance ("ESG") matters. Upon closing of the merger, the Combined Company will have approximately US$2.3 billion of available liquidity, significant mineral reserves and an extensive pipeline of development and exploration projects to drive sustainable, low-risk growth. In addition, in a market that increasingly rewards scale and trading liquidity, the combination of Kirkland and Agnico will create the world's third largest gold producer with an implied market capitalization of approximately US$26.0 billion and a market position that appeals to the largest possible base of investors globally.

The merger will establish a best-in-class gold mining company operating in one of the world's leading gold regions, the Abitibi-Greenstone Belts of northeastern Ontario and northwestern Quebec (the "Abitibi") as well as in Nunavut, Canada, in the Kittila region in Finland, in the Bendigo region of Victoria, Australia and in northern Mexico, with industry leading financial metrics and profitability. Consolidation within the Abitibi will also provide the Combined Company with significant enhanced value creation opportunities through identified synergies and other business improvement initiatives in the region.

The two companies' superior track records for growing per share value in such areas as production, mineral reserves, cash flow and net asset value, are complemented by the strong shared commitment to returning capital to shareholders. Since the beginning of 2020, the two companies have returned a total of US$1.6 billion to shareholders through dividend payments and share repurchases (on a pro forma basis).

Kirkland and Agnico are already among the lowest greenhouse gas emitters in the industry and the Combined Company will be positioned to become a leader in ESG initiatives. Through the sharing of established competencies and the ability join forces on innovation, the Combined Company will have the scale to be a more effective collaborator with Senior Gold Peers, key suppliers, governments and communities.

The Combined Company will be led by a combined board and management team of experienced mining and business leaders, bringing together the proven cultures, strengths and capabilities of both companies.


Details of the transaction, which will proceed by way of a plan of arrangement, and of the issuance of Agnico Shares in connection with the transaction, are described in more detail in the accompanying Notice of Special Meeting of Shareholders of Kirkland and the accompanying joint management information circular of Kirkland and Agnico dated October 29, 2021 (the "Circular"). The Circular includes additional information to assist you in considering how to vote on the proposed Arrangement Resolution, including risk factors relating to the completion of the transaction. You should carefully review and consider all of the information in the Circular. If you require assistance, consult your financial, legal, tax or other professional advisor.

Recommendation of the Kirkland Board

The Kirkland Board, having undertaken a thorough review of, and having carefully considered the terms of the merger, and after consulting with its financial and legal advisors, including having received and taken into account the fairness opinions received from BMO Capital Markets, Maxit Capital and CIBC Capital Markets, the unanimous recommendation of the special committee of the Kirkland Board and such other matters as it considered necessary and relevant, including the factors set out in the Circular under the heading "The Arrangement - Reasons for the Arrangement" and "The Arrangement - Additional Kirkland Reasons", has unanimously determined that the merger is in the best interests of Kirkland.

Accordingly, the Kirkland Board has unanimously concluded that the transaction is in the best interests of Kirkland and recommends that you vote FOR the Arrangement Resolution.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF KIRKLAND SHARES YOU OWN.

Whether or not you expect to attend the Kirkland Meeting, we encourage you to take the time to complete, sign, date and return the enclosed form of proxy or voting instruction form, as applicable, in accordance with the instructions set out therein so that your Kirkland Shares can be voted at the Kirkland Meeting. See "Information Concerning the Kirkland Meeting" of the Circular for more information.

Proxies must be submitted (in accordance with the instructions set out on the form of proxy) no later than 11:00 a.m. (Toronto time) on November 24, 2021, or on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Kirkland Meeting. A completed voting instruction form should be deposited in accordance with the instructions printed on the form. The deadline for depositing proxies may be waived or extended by the Chair of the Kirkland Meeting at their discretion, without notice.

If you have any questions or need additional information, you should consult your financial, legal, tax or other professional advisor, or contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at 1-877-659-1824 toll free in North America, at 1-800-155-612 toll free in Australia, or at 1-416-867-2272 outside of North America, or by e-mail at contactus@kingsdaleadvisors.com.

On behalf of the Kirkland Board, I would like to express our gratitude for the support our Kirkland Shareholders have demonstrated with respect to our decision to undertake this transaction. We believe that this opportunity will be transformative for both Kirkland and Agnico shareholders and will result in the creation of one of the highest-quality senior gold producers in the world.

Yours very truly,

(Signed) "Tony Makuch"

Tony Makuch
President and Chief Executive Officer
Kirkland Lake Gold Ltd.

_________________________

1. Lowest all-in sustaining cost and highest EBITDA margin are non-GAAP financial performance measures based on data from Bloomberg, equity research reports or public disclosure of the Senior Gold Peers with no standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other companies. Financial comparisons between the Combined Company and its Senior Gold Peers are made on the basis of the data presented by Bloomberg, equity research reports or public disclosure which may not be calculated in the same manner as Agnico and Kirkland calculate comparable measures. For further details see the Circular, including the headings "Joint Management Information Circular - Non-GAAP Financial Performance Measures", "Joint Management Information Circular - Third Party Data" and "Joint Management Information Circular - Comparative Measures Based on Third Party Data" contained therein.


2. Most favourable risk profile is an assessment of risk based on data from The Fraser Institute's "Survey of Mining Companies 2020" (the "Fraser Report") and historical production data for calendar year 2020 included in the public disclosure of the Senior Gold Peers. The risk assessment is determined for the Combined Company and each Senior Gold Peer by using the Fraser Report scores for mining jurisdictions across the world and weighting such scores based on each entity's 2020 production in each applicable jurisdiction. For further details see the accompanying Circular, including the headings "Joint Management Information Circular - Third Party Data" and "Joint Management Information Circular - Comparative Measures Based on Third Party Data" contained therein.


AGNICO EAGLE MINES LIMITED

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF AGNICO

NOTICE IS HEREBY GIVEN that a special meeting (the "Agnico Meeting") of the holders (the "Agnico Shareholders") of common shares (the "Agnico Shares") of Agnico Eagle Mines Limited ("Agnico") will be held in a virtual-only format, which will be conducted via live webcast available online using the TSX Trust virtual shareholder meeting platform at https://virtual-meetings.tsxtrust.com/1233 on November 26, 2021 at 10:00 a.m. (Toronto time), subject to any adjournment(s) or postponement(s) thereof, for the following purposes:

1. to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution (the "Agnico Resolution"), the full text of which is set forth in Appendix A to the accompanying joint management information circular (the "Circular") of Agnico and Kirkland Lake Gold Ltd. ("Kirkland") dated October 29, 2021, approving the issuance by Agnico of such number of Agnico Shares as may be required to be issued pursuant to or in connection with the plan of arrangement under section 182 of the Business Corporations Act (Ontario) involving, among others, Kirkland and Agnico (the "Arrangement"), in accordance with the terms of the merger agreement dated September 28, 2021 between Agnico and Kirkland (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), as more particularly described in the Circular; and

2. to transact such other business, including amendments to the foregoing, as may properly be brought before the Agnico Meeting and any adjournment or postponement thereof.

The board of directors of Agnico (the "Agnico Board") unanimously recommends that Agnico Shareholders vote FOR the Agnico Resolution. It is a condition to the completion of the Arrangement that the Agnico Resolution be approved at the Agnico Meeting. If the Agnico Resolution is not approved by the Agnico Shareholders the Arrangement cannot be completed.

Each Agnico Share entitled to be voted in respect of the Agnico Resolution will entitle the holder to one vote at the Agnico Meeting. The Agnico Resolution must be approved by at least a simple majority of the votes cast by Agnico Shareholders present (virtually) or represented by proxy and entitled to vote at the Agnico Meeting.

The Merger Agreement and the amending agreement to the Merger Agreement dated October 27, 2021 between Agnico and Kirkland have been filed under Agnico's and Kirkland's respective issuer profiles on SEDAR at www.sedar.com and EDGAR at www.sec.gov. This Notice of Special Meeting of Shareholders of Agnico is accompanied by the Circular which contains additional information relating to matters to be dealt with at the Agnico Meeting.

The Agnico Board has set the close of business on October 13, 2021 as the record date (the "Agnico Record Date") for determining the Agnico Shareholders who are entitled to receive notice of and vote at the Agnico Meeting. Only persons shown on the register of Agnico Shareholders at the close of business on the Agnico Record Date, or their duly appointed proxyholders, will be entitled to receive notice of the Agnico Meeting and vote on the Agnico Resolution.

In light of the ongoing impact of COVID-19 and the associated public health measures, Agnico will be conducting a virtual-only Agnico Meeting via live webcast at https://virtual-meetings.tsxtrust.com/1233. Agnico Shareholders will not be able to attend the Agnico Meeting in person. At the Agnico Meeting, registered Agnico Shareholders ("Registered Agnico Shareholders") and their duly appointed proxyholders will be able to participate, ask questions and vote in "real time" through an online portal at https://virtual-meetings.tsxtrust.com/1233. All Agnico Shareholders who wish to attend the Agnico Meeting must carefully follow the procedures set out in the Circular in order to vote and ask questions through the live webcast. Non-registered beneficial Agnico Shareholders ("Non-Registered Agnico Shareholders"), unless they have been duly appointed as proxyholders in accordance with the procedures set out in the Circular, will be able to listen to the live webcast of the Agnico Meeting, but will not be able to ask questions or vote during the Agnico Meeting. Agnico believes that a virtual meeting gives all Agnico Shareholders an equal opportunity to participate regardless of their geographic location or the particular constraints, circumstances or risks that they may be facing as a result of COVID-19. Agnico Shareholders are strongly encouraged to submit their completed form of proxy (in the case of Registered Agnico Shareholders) or voting instruction form (in the case of Non-Registered Agnico Shareholders), or alternatively, to vote over the Internet or by other means, in each case, well in advance of the Agnico Meeting and in accordance with the enclosed instructions so that as many Agnico Shares as possible are represented at the Agnico Meeting.


As an Agnico Shareholder, it is important that you read this Notice of Special Meeting of Shareholders of Agnico and accompanying Circular carefully and then vote your Agnico Shares. Proxies to be used or acted upon at the Agnico Meeting must be completed and deposited with Agnico's transfer agent, Computershare Trust Company of Canada ("Computershare"), in accordance with the instructions thereon. To be effective, a duly completed proxy must be received by Computershare by 10:00 a.m. (Toronto time) on November 24, 2021 (or by 10:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Agnico Meeting). Agnico Shareholders may vote online, by telephone or by mail following the instructions found in the enclosed form of proxy or voting instruction form. Late proxies may be accepted or rejected by the chair of the Agnico Meeting in his or her discretion. The time limit for the deposit of proxies may be waived or extended by the chair of the Agnico Meeting, at the chair's discretion, with or without notice. The chair is under no obligation to accept or reject any particular late proxy. Non-Registered Agnico Shareholders holding Agnico Shares through an intermediary or broker may have an earlier deadline by which the intermediary or broker must receive voting instructions. Non-Registered Agnico Shareholders that hold Agnico Shares through an intermediary or broker and receive these materials through such intermediary or broker should complete and send the form of proxy or voting instruction form in accordance with the instructions provided by such intermediary or broker.

Agnico Shareholders that have any questions or need additional information regarding the voting of their Agnico Shares should consult their financial, legal, tax or other professional advisor, or contact Agnico's strategic shareholder advisor and proxy solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184 (toll free in North America), at 1-416-304-0211 (for collect calls outside of North America), or by e-mail at assistance@laurelhill.com.

Your vote is very important, regardless of the number of Agnico Shares that you own. Whether or not you expect to attend the Agnico Meeting, we encourage you to vote your form of proxy or voting instruction form, as applicable, as promptly as possible to ensure that your vote will be counted at the Agnico Meeting.

THE AGNICO BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
AGNICO SHAREHOLDERS VOTE FOR THE AGNICO RESOLUTION

DATED at Toronto, Ontario, this 29th day of October, 2021.

 

BY ORDER OF THE BOARD OF DIRECTORS OF AGNICO EAGLE MINES LIMITED

(signed) "Christopher Vollmershausen"

   

 

Christopher Vollmershausen
Senior Vice President, Legal, General Counsel & Corporate Secretary



KIRKLAND LAKE GOLD LTD.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF KIRKLAND

NOTICE IS HEREBY GIVEN that, pursuant to an order (the "Interim Order") of the Ontario Superior Court of Justice (Commercial List) (the "Court") dated October 29, 2021, a special meeting (the "Kirkland Meeting") of the holders (the "Kirkland Shareholders") of common shares (the "Kirkland Shares") of Kirkland Lake Gold Ltd. ("Kirkland") will be held in a virtual-only format, which will be conducted via live webcast available online using the TSX Trust virtual shareholder meeting platform at https://virtual- meetings.tsxtrust.com/1231 on November 26, 2021 at 11:00 a.m. (Toronto time), subject to any adjournment(s) or postponement(s) thereof, for the following purposes:

1. to consider, pursuant to the Interim Order, and if deemed advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution"), the full text of which is set forth in Appendix B to the accompanying joint management information circular (the "Circular") of Agnico Eagle Mines Limited ("Agnico") and Kirkland dated October 29, 2021, approving a statutory plan of arrangement (the "Arrangement") under section 182 of the Business Corporations Act (Ontario) (the "OBCA") involving, among others, Agnico and Kirkland, in accordance with the terms of the merger agreement dated September 28, 2021 between Agnico and Kirkland (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), as more particularly described in the Circular; and

2. to transact such other business, including amendments to the foregoing, as may properly be brought before the Kirkland Meeting and any adjournment or postponement thereof.

The board of directors of Kirkland (the "Kirkland Board") unanimously recommends that Kirkland Shareholders vote FOR the Arrangement Resolution. It is a condition to the completion of the Arrangement that the Arrangement Resolution be approved at the Kirkland Meeting. If the Arrangement Resolution is not approved by the Kirkland Shareholders the Arrangement cannot be completed.

Each Kirkland Share entitled to be voted in respect of the Arrangement Resolution will entitle the holder to one vote at the Kirkland Meeting. The Arrangement Resolution must be approved by at least two-thirds of the votes cast by Kirkland Shareholders present (virtually) or represented by proxy and entitled to vote at the Kirkland Meeting.

The Merger Agreement and the amending agreement to the Merger Agreement dated October 27, 2021 between Agnico and Kirkland have been filed under Agnico's and Kirkland's respective issuer profiles on SEDAR at www.sedar.com and EDGAR at www.sec.gov. This Notice of Special Meeting of Shareholders of Kirkland is accompanied by the Circular which contains additional information relating to matters to be dealt with at the Kirkland Meeting.

The Kirkland Board has set the close of business on October 13, 2021 as the record date (the "Kirkland Record Date") for determining the Kirkland Shareholders who are entitled to receive notice of and vote at the Kirkland Meeting. Only persons shown on the register of Kirkland Shareholders at the close of business on the Kirkland Record Date, or their duly appointed proxyholders, will be entitled to receive notice of the Kirkland Meeting and vote on the Arrangement Resolution.

In light of the ongoing impact of COVID-19 and the associated public health measures, Kirkland will be conducting a virtual-only Kirkland Meeting via live webcast at https://virtual-meetings.tsxtrust.com/1231, as authorized by, and in accordance with, the Interim Order. Kirkland Shareholders will not be able to attend the Kirkland Meeting in person. At the Kirkland Meeting, registered Kirkland Shareholders ("Registered Kirkland Shareholders") and their duly appointed proxyholders will be able to participate, ask questions and vote in "real time" through an online portal at https://virtual-meetings.tsxtrust.com/1231.


All Kirkland Shareholders who wish to attend the Kirkland Meeting must carefully follow the procedures set out in the Circular in order to vote and ask questions through the live webcast. Non-registered beneficial Kirkland Shareholders ("Non-Registered Kirkland Shareholders"), unless they have been duly appointed as proxyholders in accordance with the procedures set out in the Circular, and holders of Kirkland CHESS Depositary Interests (as defined in the Settlement Operating Rules of the Australian Securities Exchange) ("Kirkland CDIs") will be able to listen to the live webcast of the Kirkland Meeting, but will not be able to ask questions or vote during the Kirkland Meeting. Kirkland believes that a virtual meeting gives all Kirkland Shareholders an equal opportunity to participate regardless of their geographic location or the particular constraints, circumstances or risks that they may be facing as a result of COVID-19. Kirkland Shareholders and holders of Kirkland CDIs are strongly encouraged to submit their completed form of proxy (in the case of Registered Kirkland Shareholders) or voting instruction form (in the case of Non-Registered Kirkland Shareholders (other than Kirkland CDI holders)) or the Kirkland CDI voting instruction form ("CDI VIF") received from Computershare Investor Services Pty Limited ("Computershare Australia") (in the case of holders of Kirkland CDIs), or alternatively, to vote over the Internet or by other means, in each case well in advance of the Kirkland Meeting and in accordance with the enclosed instructions, so that as many Kirkland Shares as possible are represented at the Kirkland Meeting.

As a Kirkland Shareholder, it is important that you read this Notice of Special Meeting of Shareholders of Kirkland and accompanying Circular carefully and then vote your Kirkland Shares. Proxies to be used or acted upon at the Kirkland Meeting must be completed and deposited with Kirkland's transfer agent, TSX Trust Company ("TSX Trust"), in accordance with the instructions thereon. To be effective, a duly completed proxy must be received by TSX Trust by 11:00 a.m. (Toronto time) on November 24, 2021 (or by 11:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Kirkland Meeting). Kirkland Shareholders may vote online, by telephone or by mail following the instructions found in the enclosed form of proxy or voting instruction form. Late proxies may be accepted or rejected by the chair of the Kirkland Meeting in his or her discretion. The chair is under no obligation to accept or reject any particular late proxy. The time limit for deposit of proxies may be waived or extended by the chair of the Kirkland Meeting, at the chair's discretion, with or without notice. Non-Registered Kirkland Shareholders (other than holders of Kirkland CDIs) holding Kirkland Shares through an intermediary or broker may have an earlier deadline by which the intermediary or broker must receive voting instructions. Non-Registered Kirkland Shareholders (other than holders of Kirkland CDIs) that hold Kirkland Shares through an intermediary or broker and receive these materials through such intermediary or broker should complete and send the form of proxy or voting instruction form in accordance with the instructions provided by such intermediary or broker.

Holders of Kirkland CDIs that receive a CDI VIF from Computershare Australia are requested to complete and return the CDI VIF in accordance with the instructions provided by Computershare Australia. If you do not complete and return the form in accordance with such instructions, you may lose your right to instruct the Registered Kirkland Shareholder on how to vote at the Kirkland Meeting on your behalf.

Pursuant to the Interim Order, Registered Kirkland Shareholders entitled to vote at the Kirkland Meeting have a right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid an amount equal to the fair value of their Kirkland Shares as of the close of business on the day before the Arrangement Resolution was approved, provided that they have complied with the dissent procedures set forth in section 185 of the OBCA, as modified by the plan of arrangement (the "Plan of Arrangement", a copy of which is attached in Appendix E to the Circular) and the Interim Order. A Registered Kirkland Shareholder wishing to exercise rights of dissent with respect to the Arrangement Resolution must send to Kirkland a written objection to the Arrangement Resolution, which written objection must be received by Kirkland, at Suite 2800, 200 Bay Street, Toronto, Ontario, Canada, M5J 2J1, Attention: Jennifer Wagner, Executive Vice President, Corporate Affairs and Sustainability, with a copy to Kirkland's counsel, Cassels Brock & Blackwell LLP, 2100 Scotia Plaza, 40 King Street West, Toronto, Ontario, Canada M5H 3C2, Attention: Lara Jackson and John Picone, not later than 4:00 p.m. (Toronto time) on November 24, 2021 (or the day that is two business days immediately preceding the date that any adjourned or postponed Kirkland Meeting is reconvened or held, as the case may be), and must otherwise strictly comply with the dissent procedures prescribed by the OBCA, as modified by the Plan of Arrangement and the Interim Order. A Kirkland Shareholder's right to dissent is more particularly described in the Circular. A copy of the Interim Order and the text of section 185 of the OBCA are set forth in Appendix C and Appendix M, respectively, to the Circular.


Failure to strictly comply with the requirements set forth in section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of any right to dissent. Non-Registered Kirkland Shareholders who wish to dissent should be aware that only Registered Kirkland Shareholders entitled to vote at the Kirkland Meeting are entitled to dissent in respect of the Arrangement Resolution. Registered Kirkland Shareholders may only dissent with respect to all of their Kirkland Shares held on behalf of any one such beneficial holder and registered in the name of such dissenting Kirkland Shareholder. Accordingly, a Non-Registered Kirkland Shareholder desiring to exercise the right to dissent must make arrangements for the Kirkland Shares beneficially owned by such Non-Registered Kirkland Shareholder to be registered in such Non- Registered Kirkland Shareholder's name prior to the time the written objection to the Arrangement Resolution is required to be received by Kirkland or, alternatively, make arrangements for the registered holder of such Kirkland Shares to dissent on the Non-Registered Kirkland Shareholder's behalf. It is strongly suggested that any Kirkland Shareholder wishing to dissent seek independent legal advice, as the failure to strictly comply with the provisions of section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order, may prejudice such Kirkland Shareholder's right to dissent.

Kirkland Shareholders that have any questions or need additional information regarding the voting of their Kirkland Shares should consult their financial, legal, tax or other professional advisor, or contact Kirkland's strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at 1-877-659-1824 toll free in North America, at 1-800-155-612 toll free in Australia, or at 1-416-867- 2272 outside of North America, or by e-mail at contactus@kingsdaleadvisors.com.

Your vote is very important, regardless of the number of Kirkland Shares that you own. Whether or not you expect to attend the Kirkland Meeting, we encourage you to vote your form of proxy or voting instruction form, as applicable, as promptly as possible to ensure that your vote will be counted at the Kirkland Meeting.

THE KIRKLAND BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT KIRKLAND

SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION

 

DATED at Toronto, Ontario, this 29th day of October, 2021.

  BY ORDER OF THE BOARD OF DIRECTORS
  OF KIRKLAND LAKE GOLD LTD.
   
  (signed) "Jeffrey Parr"
   
  Jeffrey Parr
  Chairman of the Board

 


SPECIAL MEETING OF KIRKLAND SHAREHOLDERS CDI VOTING PROCESS

The common shares (the "Kirkland Shares") of Kirkland Lake Gold Ltd. ("Kirkland") are listed on the Australian Securities Exchange (the "ASX") in the form of Kirkland CHESS Depositary Interests as defined in the Settlement Operating Rules of the ASX ("Kirkland CDIs"), being a unit of beneficial ownership in a Kirkland Share that is registered in the name of CHESS Depositary Nominees Pty Ltd. ("CDN"), a wholly-owned subsidiary of ASX Limited. Kirkland would like to remind Kirkland CDI holders of the particular requirements and restrictions that their votes will be subject to. Each Kirkland CDI is a unit of beneficial ownership of one Kirkland Share. Kirkland CDI holders do not actually own direct legal title to their Kirkland Shares, which are held for and on behalf of Kirkland CDI holders by CDN. This structure exists because Kirkland is a Canadian company with a right to have its securities traded on the ASX by way of Kirkland CDIs.

This arrangement impacts how Kirkland CDI holders can record their votes for the matters to be tabled at the Kirkland Meeting. As Kirkland CDIs represent beneficial ownership of Kirkland Shares, which are registered in the name of Kirkland CDI holders by CDN, Kirkland CDI holders need to provide confirmation of their voting intentions to CDN before the Kirkland Meeting. CDN will then exercise the votes on behalf of Kirkland CDI holders. If a Kirkland CDI holder wishes to vote, they must register their vote with CDN by using the Kirkland CDI Voting Instruction Form ("CDI VIF") provided by Computershare Investor Services Pty Limited ("Computershare Australia").

Kirkland CDI holders who have questions about the information contained in this Circular or require assistance with voting can contact Kirkland's strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, for assistance by telephone at 1-877-659-1824 (toll-free in North America), at 1-800-155-612 (toll-free in Australia), or call collect at 1-416-867-2272 (outside North America), or by email at contactus@kingsdaleadvisors.com. To have a Kirkland CDI vote counted, Kirkland CDI holders must return their completed CDI VIF to Computershare Australia by no later than 11:00 a.m. (Toronto time) on November 23, 2021. This deadline has been set to allow sufficient time to collate the votes of Kirkland CDI holders and submit them to Kirkland's transfer agent, TSX Trust Company, not later than 11:00 a.m. (Toronto time) on November 24, 2021 (or by 11:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Kirkland Meeting).

Kirkland encourages Kirkland CDI holders to lodge their votes ahead of the Kirkland Meeting in the manner specified above.

DATED at Toronto, Ontario, this 29th day of October, 2021.

 

BY ORDER OF THE BOARD OF DIRECTORS OF KIRKLAND LAKE GOLD LTD.

(signed) "Jeffrey Parr"

   

 

Jeffrey Parr
Chairman of the Board



TABLE OF CONTENTS

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF AGNICO  
   
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF KIRKLAND  
   
SPECIAL MEETING OF KIRKLAND SHAREHOLDERS CDI VOTING PROCESS  
   
JOINT MANAGEMENT INFORMATION CIRCULAR 1
   
Introduction 1
Information Contained in this Circular 1
Information Concerning Agnico 2
Information Concerning Kirkland 2
Solicitation of Proxies 2
Enforcement in Canada 3
Scientific and Technical Information 3
Information for United States Shareholders 4
Information for Australian Shareholders 7
Information for Shareholders not Resident in Canada 9
Pro Forma Financial Statements 9
Non-GAAP Financial Performance Measures 10
Third Party Data 11
Currency Exchange Rates 12
Cautionary Statement Regarding Forward-Looking Statements 13
   
AGNICO SHAREHOLDERS - QUESTIONS AND ANSWERS 17
   
KIRKLAND SHAREHOLDERS - QUESTIONS AND ANSWERS 31
   
SUMMARY 47
   
The Arrangement 47
Background to the Arrangement 47
Recommendation of the Agnico Board 47
Recommendation of the Kirkland Special Committee 48
Recommendation of the Kirkland Board 48
Reasons for the Arrangement 48
Kirkland Fairness Opinions 53
Agnico Fairness Opinions 55
Support and Voting Agreements 56
Procedure for the Arrangement to Become Effective 57
Treatment of Kirkland Equity Awards 57
Effective Date of the Arrangement 58
Procedure for Exchange of Kirkland Shares for Agnico Shares and Letter of Transmittal 58
Procedure for Exchange of Kirkland CDIs for Agnico Shares 58
Cancellation of Rights 59
No Fractional Shares 59
Shareholder Approvals 59
Court Approval of the Arrangement 59
Key Regulatory Matters 60
Stock Exchange Listings Approval and Delisting Matters 60
Merger Agreement 61
Interests of Certain Persons in the Arrangement 62
Information Concerning the Agnico Meeting 62
Information Concerning the Kirkland Meeting 63
Dissenting Shareholder Rights 63
Information Concerning Agnico 63
Information Concerning Kirkland 63
Information Concerning the Combined Company Following the Arrangement 64
Risk Factors 65
Certain Income Tax Consequences of the Arrangement 65
   
THE ARRANGEMENT 66
   
Background to the Arrangement 66
Recommendation of the Agnico Board 74
Recommendation of the Kirkland Special Committee 74
Recommendation of the Kirkland Board 74
Reasons for the Arrangement 74
Additional Agnico Reasons 77
Additional Kirkland Reasons 78
Kirkland Fairness Opinions 80

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Agnico Fairness Opinions 82
Support and Voting Agreements 86
Arrangement Mechanics 88
Timing for Completion of the Arrangement 90
Procedure for Exchange of Kirkland Shares for Agnico Shares and Letter of Transmittal 91
Procedure for Exchange of Kirkland CDIs for Agnico Shares 92
Cancellation of Rights 92
No Fractional Shares 93
Lost Certificates 93
Mail Service Interruptions 93
Withholding Rights 94
Treatment of Dividends 94
Adjustment of Consideration 94
Return of Kirkland Shares 95
Expenses 95
Shareholder Approvals 95
Court Approval of the Arrangement 96
Key Regulatory Matters 97
Stock Exchange Listing Approval and Delisting Matters 99
   
THE MERGER AGREEMENT 101
   
Conditions to Closing 101
Effective Date of the Arrangement 103
Outside Date 103
Representations and Warranties 104
Covenants 104
Termination of the Merger Agreement 109
Amendments 112
   
SECURITIES LAW MATTERS 114
   
Interests of Certain Persons in the Arrangement 114
Other Canadian Securities Law Considerations 120
United States Securities Law Considerations 120
Australian Securities Law Considerations 122
   
INFORMATION CONCERNING THE AGNICO MEETING 124
   
Purpose of the Agnico Meeting 124
Virtual Agnico Meeting 125
Appointment and Revocation of Proxies 126
Voting of Proxies and Exercise of Discretion 127
Voting by Registered Agnico Shareholders 128
Voting by Non-Registered Agnico Shareholders (other than holders in the United States) 129
Voting by Non-Registered Agnico Shareholders located in the United States 131
Attending the Agnico Meeting as a Guest 131
Agnico Record Date 132
Quorum 132
Agnico Shares and Principal Holders Thereof 132
Other Business 132
   
INFORMATION CONCERNING THE KIRKLAND MEETING 133
   
Purpose of the Kirkland Meeting 133
Virtual Kirkland Meeting 133
Appointment and Revocation of Proxies 135
Voting of Proxies and Exercise of Discretion 136
Voting by Registered Kirkland Shareholders 137
Voting by Non-Registered Kirkland Shareholders (other than holders of Kirkland CDIs or holders in the United States) 138
Voting by Kirkland CDI holders 140
Voting by Non-Registered Kirkland Shareholders (other than holders of Kirkland CDIs) located in the United States 140
Attending the Kirkland Meeting as a Guest 140
Kirkland Record Date 141
Quorum 141
Kirkland Shares and Principal Holders Thereof 141
Other Business 141
   
DISSENTING SHAREHOLDER RIGHTS 142
   
INFORMATION CONCERNING AGNICO 146
   
INFORMATION CONCERNING KIRKLAND 146

- ii -




INFORMATION CONCERNING THE COMBINED COMPANY FOLLOWING THE ARRANGEMENT 147
   
Notice to Reader 147
General 147
Description of the Business 147
Corporate Structure 148
Description of Capital Structure 149
Dividend Policy and Capital Allocation 149
Directors and Officers of the Combined Company 150
Pro Forma Capitalization 151
Selected Pro Forma Financial Information 151
Principal Holders of Agnico Shares Upon Completion of the Arrangement 153
Auditor, Transfer Agent and Registrar 153
Material Contracts 153
Risk Factors 153
   
RISK FACTORS 154
   
Risk Factors Relating to the Arrangement 154
Risk Factors Relating to the Combined Company 158
   
INCOME TAX CONSIDERATIONS 162
   
Certain Canadian Federal Income Tax Considerations 162
Certain United States Federal Income Tax Considerations 167
Certain Australian Income Tax Considerations 174
Certain Other Tax Considerations 179
   
LEGAL MATTERS 179
   
AGNICO DIRECTORS' APPROVAL 180
   
KIRKLAND DIRECTORS' APPROVAL 181
   
CONSENTS 182
   
Consent of CIBC World Markets Inc. 182
Consent of BMO Nesbitt Burns Inc. 183
Consent of Maxit Capital LP 184
Consent of TD Securities Inc. 185
Consent of Merrill Lynch Canada Inc. 186
   
GLOSSARY OF TERMS 187

APPENDICES

Appendix A Agnico Resolution A-1
Appendix B Arrangement Resolution B-1
Appendix C Interim Order C-1
Appendix D Notice of Application for Final Order D-1
Appendix E Plan Of Arrangement E-1
Appendix F CIBC Capital Markets Fairness Opinion F-1
Appendix G BMO Capital Markets Fairness Opinion G-1
Appendix H Maxit Capital Fairness Opinion H-1
Appendix I TD Securities Fairness Opinion I-1
Appendix J BofA Securities Fairness Opinion J-1
Appendix K Information Concerning Agnico K-1
Appendix L Information Concerning Kirkland L-1
Appendix M Section 185 Of The Business Corporations Act (Ontario) M-1
Appendix N Pro Forma Financial Statements N-1

- iii -


JOINT MANAGEMENT INFORMATION CIRCULAR

Introduction

This joint management information circular (the "Circular") is furnished in connection with the solicitation of proxies by and on behalf of the management of Agnico Eagle Mines Limited ("Agnico") and Kirkland Lake Gold Ltd. ("Kirkland") for use at the special meeting of Agnico Shareholders to be held at 10:00 a.m. (Toronto time) on November 26, 2021 (the "Agnico Meeting") and the special meeting of Kirkland Shareholders to be held at 11:00 a.m. (Toronto time) on November 26, 2021 (the "Kirkland Meeting"), respectively, and any adjournment(s) or postponement(s) thereof. Capitalized terms used but not otherwise defined in this Circular have the meanings ascribed thereto under "Glossary of Terms" in this Circular.

The Agnico Meeting will be accessible online at https://virtual-meetings.tsxtrust.com/1233 starting at 10:00 a.m. (Toronto time) on November 26, 2021. The Kirkland Meeting will be accessible online at https://virtual-meetings.tsxtrust.com/1231 starting at 11:00 a.m. (Toronto time) on November 26, 2021. Each of Agnico and Kirkland is holding the Agnico Meeting and the Kirkland Meeting, respectively, as a completely virtual meeting, which will be conducted via live webcast, where all shareholders regardless of geographic location will have an equal opportunity to participate at the meeting online. Shareholders will not be able to attend the Agnico Meeting or the Kirkland Meeting in person. For more information on how to attend and participate in the Agnico Meeting or the Kirkland Meeting online, please see the Notice of Special Meeting of Shareholders of Agnico and the Notice of Special Meeting of Shareholders of Kirkland, respectively. See also "Information Concerning the Agnico Meeting" and "Information Concerning the Kirkland Meeting".

No Person has been authorized to give any information or make any representation in connection with the Arrangement and the issuance of Agnico Shares in connection with the Arrangement, or any other matters to be considered at the Agnico Meeting or the Kirkland Meeting, as applicable, or discussed in or incorporated by reference in this Circular other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by Agnico or Kirkland and should not be relied upon in making a decision as to how to vote on the resolutions to be considered at the Agnico Meeting or Kirkland Meeting, as applicable. For greater certainty, to the extent that any information contained or provided on Agnico's or Kirkland's websites or by Agnico's or Kirkland's strategic shareholder advisors and proxy solicitation agents is inconsistent with this Circular, you should rely on the information provided in this Circular.

Information contained on Agnico's or Kirkland's websites is not and is not deemed to be a part of this Circular or incorporated by reference herein and should not be relied upon in making a decision as to how to vote on the resolutions to be considered at the Agnico Meeting or Kirkland Meeting, as applicable.

This document is important and requires your immediate attention. If you have any questions or require assistance, you should consult your investment dealer, broker, bank manager, lawyer or other professional advisor.

Information Contained in this Circular

Descriptions in this Circular of the terms of the Interim Order, Plan of Arrangement, CIBC Capital Markets Fairness Opinion, BMO Capital Markets Fairness Opinion, Maxit Capital Fairness Opinion, TD Securities Fairness Opinion and BofA Securities Fairness Opinion, attached to this Circular as Appendices C, E, F, G, H, I and J, respectively, and the Merger Agreement and the form of Support and Voting Agreements, which have been filed under Agnico's and Kirkland's respective issuer profiles on SEDAR at www.sedar.com and EDGAR at www.sec.gov, are summaries of the terms of those documents and are qualified in their entirety by reference to the full text of each of these documents. You are urged to carefully read the full text of these documents. In the event of any inconsistency between the summary of any provision of these documents contained in this Circular and the actual text of the document, the text of the applicable document shall govern.


All capitalized terms used in this Circular but not otherwise defined herein have the meanings set forth under "Glossary of Terms". Information contained in this Circular is given as at October 29, 2021 unless otherwise specifically stated and except that information in documents incorporated by reference is given as of the dates noted therein.

This Circular does not constitute an offer to sell, or a solicitation of an offer to purchase any securities or the solicitation of a proxy, in any jurisdiction, to or from any Person to whom it is unlawful to make such offer, solicitation of an offer or proxy solicitation in such jurisdiction. Neither the delivery of this Circular nor any distribution of the securities referred to in this Circular will, under any circumstances, imply or represent that there has been no change in the information set forth herein since the currency date of such information as set out in this Circular.

Information contained in this Circular should not be construed as legal, tax or financial advice and Agnico Shareholders and Kirkland Shareholders are urged to consult with their own professional advisors in considering the relevant legal, tax, financial or other matters contained in this Circular.

THIS CIRCULAR AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND THE PLAN OF ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY NOR HAS ANY SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTIONS OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

Information Concerning Agnico

Except as otherwise indicated, the information concerning Agnico contained in this Circular has been provided by Agnico and should be read together with, and is qualified by, the documents of Agnico incorporated by reference herein. Although Kirkland has no knowledge that any statements contained herein taken from or based on such information provided by Agnico are untrue or incomplete, neither Kirkland nor any of its officers or directors assumes any responsibility for the completeness or accuracy of such information, nor any failure by Agnico or any of its affiliates or representatives to disclose facts or events which may have occurred or may affect the completeness or accuracy of any such information but which are unknown to Kirkland. In accordance with the Merger Agreement, Agnico provided all necessary information concerning Agnico that is required by law to be included in this Circular and ensured that such information does not contain any Misrepresentations.

Information Concerning Kirkland

Except as otherwise indicated, the information concerning Kirkland contained in this Circular has been provided by Kirkland and should be read together with, and is qualified by, the documents of Kirkland incorporated by reference herein. Although Agnico has no knowledge that any statements contained herein taken from or based on such information provided by Kirkland are untrue or incomplete, neither Agnico nor any of its officers or directors assumes any responsibility for the completeness or accuracy of such information, nor any failure by Kirkland or any of its affiliates or representatives to disclose facts or events which may have occurred or may affect the completeness or accuracy of any such information but which are unknown to Agnico. In accordance with the Merger Agreement, Kirkland provided all necessary information concerning Kirkland that is required by law to be included in this Circular and ensured that such information does not contain any Misrepresentations.

Solicitation of Proxies

To encourage your vote participation, you may be contacted by directors, officers, employees, consultants or agents of Agnico or Kirkland, as applicable, by telephone, email, Internet, facsimile, in person or by other means of communication, or by the strategic shareholder advisor and proxy solicitation agent, Laurel Hill, in respect of Agnico Shareholders, or Kingsdale Advisors, in respect of Kirkland Shareholders, which have been engaged by Agnico and Kirkland, respectively, in connection with the Circular. The total cost of soliciting proxies and mailing the Agnico Meeting Materials to Agnico Shareholders will be borne by Agnico. In connection with communicating to Agnico Shareholders in respect of the Arrangement, Laurel Hill is expected to receive an estimated fee of at least C$250,000 for services provided, plus an amount per call to retail holders of Agnico Shares as well as the reimbursement of its reasonable out-of-pocket expenses. The total cost of soliciting proxies and mailing the Kirkland Meeting Materials to Kirkland Shareholders and holders of Kirkland CDIs will be borne by Kirkland. In connection with communicating to Kirkland Shareholders and holders of Kirkland CDIs in respect of the Arrangement, Kingsdale Advisors is expected to receive an estimated fee of at least C$350,000 for services provided, plus an amount per call to retail holders of Kirkland Shares as well as the reimbursement of its reasonable out-of-pocket expenses.


Agnico and Kirkland may use Broadridge's QuickVote™ service to assist eligible Non-Registered Agnico Shareholders and Non-Registered Kirkland Shareholders with voting their Agnico Shares and Kirkland Shares, respectively. Non-Registered Agnico Shareholders may be contacted by Laurel Hill and Non-Registered Kirkland Shareholders may be contacted by Kingsdale Advisors to conveniently obtain voting instructions directly over the telephone.

Agnico and Kirkland will not be relying on the notice-and-access delivery procedures outlined in NI 54-101 to distribute copies of proxy-related materials in connection with the Agnico Meeting or the Kirkland Meeting. Agnico and Kirkland will pay for an Intermediary to deliver copies of proxy-related materials in connection with the Agnico Meeting and the Kirkland Meeting, respectively, to "objecting beneficial owners".

Enforcement in Canada

Certain of the directors and officers of Agnico and Kirkland as well as certain experts referenced in this Circular and the documents incorporated by reference herein reside outside of Canada. It may not be possible for shareholders of Agnico or Kirkland to effect service of process within Canada upon such Persons. Shareholders are advised that it may not be possible to enforce judgments obtained in Canada against any Person that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada.

Scientific and Technical Information

All mineral reserves and mineral resources for Agnico and Kirkland have been estimated in accordance with the standards of the CIM and NI 43-101. All mineral resources are reported exclusive of mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The estimation of "measured" and "inferred" mineral resources involves greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable mineral reserves. The estimation of "inferred" mineral resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of mineral resources. It cannot be assumed that all or any part of a "measured", "indicated" or "inferred" mineral resource will ever be upgraded to a higher category or converted into a mineral "reserve". Under Canadian rules, estimates of "inferred mineral resources" may not form the basis of feasibility studies, pre-feasibility studies or other economic studies, except in prescribed cases, such as in a preliminary economic assessment under certain circumstances. Investors are cautioned not to assume that any part or all of a "measured", "indicated" or "inferred" mineral resource exists or is economically or legally mineable. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. The quantity and grade of reported inferred mineral resources in this estimation are uncertain in nature and there has been insufficient exploration to define these inferred mineral resources as an indicated or measured mineral resource and it is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resource category. Inferred mineral resources are considered too speculative geologically to have the economic considerations applied to enable them to be categorized as mineral reserves. The mineral resources in this Circular were reported using CIM Standards.

Additional information about each of Kirkland's material mineral projects including information regarding data verification, key assumptions, parameters and methods used to estimate mineral reserves and mineral resources and the risks that could materially affect the development of the mineral reserves and mineral resources can be found in the Kirkland AIF (other than the information with respect to Detour Lake which is included in "Appendix L - Information Concerning Kirkland") filed on SEDAR and EDGAR and in the following technical reports filed on SEDAR in respect of Kirkland's material mineral properties: Detour Lake Operation, Ontario, Canada NI 43-101 Technical Report with an effective date of July 26, 2021 (amended and restated technical report filed on October 19, 2021); Macassa Property, Ontario, Canada, Updated NI 43-101 Technical Report with an effective date of December 31, 2018 (amended and restated technical report filed on July 19, 2019); and Updated NI 43-101 Technical Report, Fosterville Gold Mine in the State of Victoria, Australia, prepared for Kirkland Lake Gold Ltd. with an effective date of December 31, 2018 (filed on April 1, 2019). Additional information about each of Agnico's material mineral projects including information regarding data verification, key assumptions, parameters and methods used to estimate mineral reserves and mineral resources and the risks that could materially affect the development of the mineral reserves and mineral resources can be found in the Agnico AIF filed on SEDAR and EDGAR and in the following technical reports filed on SEDAR in respect of Agnico's material mineral properties: 2005 LaRonde Mineral Resource & Mineral Reserve Estimate Agnico-Eagle Mines Ltd. LaRonde Division with an effective date of February 23, 2005 (filed on March 23, 2005); NI 43-101 Technical Report, Canadian Malartic Mine, Québec, Canada with an effective date of December 31, 2020 (filed on March 25, 2021); Technical Report on the December 31, 2009, Mineral Resource and Mineral Reserve Estimate and the Suuri Extension Project, Kittila Mine, Finland with an effective date of December 31, 2009 (filed on March 4, 2010); Technical Report on the Mineral Resources and Mineral Reserves at Meadowbank Gold Complex including the Amaruq Satellite Mine Development, Nunavut, Canada as at December 31, 2017 with an effective date of February 14, 2018 (filed on March 22, 2018); and the Updated Technical Report on the Meliadine Gold Project, Nunavut, Canada with an effective date of February 11, 2015 (filed on March 12, 2015).


The current technical reports for each of the material mineral properties of Agnico and Kirkland are available under each of Agnico's and Kirkland's respective issuer profiles on SEDAR at www.sedar.com.

Information for United States Shareholders

THE SECURITIES TO BE ISSUED PURSUANT TO THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR OR THE FAIRNESS OR MERITS OF THE PLAN OF ARRANGEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The offer and sale of the Consideration Shares issuable to Kirkland Shareholders and Kirkland CDI holders in exchange for their Kirkland Shares and Kirkland CDIs, respectively, and the offer and sale of the Agnico Replacement Options issuable in exchange for Kirkland Options, in each case pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or any U.S. state Securities Laws, and such securities will be issued in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable U.S. state Securities Laws. The Section 3(a)(10) Exemption exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration under the U.S. Securities Act where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the substantive and procedural fairness of the terms and conditions of such issuance and exchange at which all Persons to whom it is proposed to issue the securities have the right to appear and receive timely notice thereof. The Court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Arrangement will be considered.

The Final Order, if granted, will constitute the basis for an exemption from the registration requirements of the U.S. Securities Act, pursuant to the Section 3(a)(10) Exemption, with respect to the issuance of the Consideration Shares issuable to Kirkland Shareholders and Kirkland CDI holders in exchange for their Kirkland Shares and Kirkland CDIs, respectively, and the issuance of Agnico Replacement Options to holders of Kirkland Options in exchange for their Kirkland Options, pursuant to the Arrangement upon completion of the Arrangement. The Court has been informed of this effect of the Final Order.

The solicitation of proxies for the Agnico Meeting and the Kirkland Meeting by means of this Circular is not subject to the requirements of section 14(a) of the U.S. Exchange Act, based upon exemptions from the SEC's proxy solicitation rules applicable to "foreign private issuers" (as such term is defined in Rule 3b-4 under the U.S. Exchange Act). Accordingly, the solicitation of proxies and transactions contemplated in this Circular are being made in the United States in accordance with Canadian corporate Laws and Canadian Securities Laws, and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. Agnico Shareholders and Kirkland Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act.


The Consideration Shares received by Kirkland Shareholders and Kirkland CDI holders, as applicable, pursuant to the Arrangement (which, for avoidance of doubt, does not include the Agnico Shares issuable upon exercise of the Agnico Replacement Options) will be freely tradable under the U.S. Securities Act after the completion of the Arrangement, except by Persons who are "affiliates" (as defined in Rule 144 of the U.S. Securities Act) of Agnico following completion of the Arrangement or who were affiliates of Agnico within 90 days prior to the completion of the Arrangement. The Consideration Shares issued to Kirkland Shareholders and Kirkland CDI holders who are such affiliates (or former affiliates) of Agnico may be subject to the registration requirements of the U.S. Securities Act, absent an exemption or exclusion therefrom, such as the exemptions contained in Rule 144 or Rule 904 of Regulation S. See "Securities Law Matters - United States Securities Law Considerations". Persons who may be deemed to be "affiliates" of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Typically, persons who are directors, executive officers or 10% or greater shareholders of an issuer are considered to be its "affiliates".

The exemption from the registration requirements of the U.S. Securities Act provided by the Section 3(a)(10) Exemption does not exempt the issuance of securities upon the exercise of securities that were previously issued pursuant to the Section 3(a)(10) Exemption or were issued pursuant to another exemption from registration under the U.S. Securities Act. Therefore, the Agnico Shares issuable upon exercise of the Agnico Replacement Options to be issued pursuant to the Arrangement may not be issued in reliance upon the Section 3(a)(10) Exemption and the Agnico Replacement Options may be exercised only pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state Securities Laws. Prior to the issuance of any Agnico Shares pursuant to any such exercise, Agnico may require evidence (which may include an opinion of counsel) reasonably satisfactory to Agnico to the effect that the issuance of such Agnico Shares does not require registration under the U.S. Securities Act or applicable U.S. state Securities Laws.

The Agnico Shares issued upon exercise of the Agnico Replacement Options by holders in the United States or who are U.S. Persons will be "restricted securities", as such term is defined in Rule 144 under the U.S. Securities Act, and may not be resold unless such securities are registered under the U.S. Securities Act and all applicable U.S. state Securities Laws or unless an exemption from such registration requirements is available.

Information concerning the properties and operations of each of Agnico and Kirkland have been prepared in accordance with the requirements of Canadian Securities Laws, which differ from the requirements of U.S. Securities Laws. Mineral reserve and mineral resource estimates included or incorporated by reference in this Circular have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum definitions and classification system (the "CIM Standards"). NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Canadian standards, including NI 43-101, differ from the requirements of the SEC that are applicable to domestic U.S. reporting companies. Any mineral reserves and mineral resources reported by each of Agnico and Kirkland in accordance with NI 43-101 may not qualify as such under SEC standards. Accordingly, information concerning descriptions of mineralization and mineral resources contained herein may not be comparable to information made public by U.S. companies subject to the current reporting and disclosure requirements of the SEC.


The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC. These amendments became effective February 25, 2019 (the "SEC Modernization Rules") and, following a transition period, the SEC Modernization Rules will replace the historical property disclosure requirements for mining registrants that are included in SEC Industry Guide 7. Following the transition period, as a "foreign private issuer" (as such term is defined in Rule 3b-4 under the U.S. Exchange Act) that files its annual report on Form 40-F with the SEC pursuant to the U.S.-Canada Multijurisdictional Disclosure System ("MJDS"), Agnico is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Standards. If Agnico ceases to be a foreign private issuer or loses its eligibility to file its annual report on Form 40-F pursuant to the MJDS, then Agnico will be subject to the SEC Modernization Rules which differ from the requirements of NI 43-101 and the CIM Standards.

The historical financial statements of Agnico and Kirkland included or incorporated by reference in this Circular and the pro forma financial statements have been prepared in U.S. dollars, in each case in accordance with IFRS as issued by the International Accounting Standards Board. Agnico's and Kirkland's financial statements are audited in accordance with the standards of the PCAOB. Auditors of financial statements for Agnico and Kirkland are required to be independent in accordance with U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. Thus, such financial statements are not directly comparable to financial statements of United States companies which are prepared in accordance with United States GAAP. This Circular does not include an explanation of the principal differences between, or any reconciliation of, IFRS and United States GAAP. Investors should consult with their own professional advisors for an understanding of the differences between IFRS and United States GAAP, and of how those differences might affect the financial information presented herein.

Kirkland Shareholders and holders of Kirkland CDIs subject to United States federal taxation should be aware that the Arrangement and the acquisition, ownership and disposition of Consideration Shares may have material tax consequences in the United States, including, without limitation, the possibility that the Arrangement is a taxable transaction, in whole or in part, for United States federal income tax purposes. See "Income Tax Considerations - Certain United States Federal Income Tax Considerations". Kirkland Shareholders and holders of Kirkland CDIs should consult their own tax advisors to determine the particular tax consequences to them of participating in the Arrangement and the ownership and disposition of Agnico Shares acquired pursuant to the Arrangement.

The enforcement by Agnico Shareholders, Kirkland Shareholders and holders of Kirkland CDIs of civil liabilities under U.S. Securities Laws may be affected adversely by the fact that Agnico and Kirkland are organized under the Laws of Ontario, Canada, being a jurisdiction outside the United States, that some or all of the officers and directors of Agnico and Kirkland, respectively, are residents of countries other than the United States, that some or all of the experts named in this Circular and the documents incorporated by reference herein are residents of countries other than the United States and that all or a substantial portion of the assets of Agnico, Kirkland and such Persons are located outside the United States. As a result, it may be difficult or impossible for Agnico Shareholders, Kirkland Shareholders and holders of Kirkland CDIs in the United States to effect service of process within the United States upon Agnico, Kirkland, their respective directors or officers or such experts, or to realize, against them, upon judgments of courts of the United States predicated upon civil liabilities under the federal securities Laws of the United States or "blue sky" Laws of any state within the United States. In addition, Agnico Shareholders, Kirkland Shareholders and holders of Kirkland CDIs in the United States should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such Persons predicated upon civil liabilities under the federal Securities Laws of the United States or "blue sky" Laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such Persons predicated upon civil liabilities under the federal Securities Laws of the United States or "blue sky" Laws of any state within the United States.


Information for Australian Shareholders

THE CONSIDERATION SHARES ISSUABLE TO KIRKLAND SHAREHOLDERS IN AUSTRALIA PURSUANT TO THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY ASIC. NEITHER ASIC NOR THE ASX TAKES ANY RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS CIRCULAR OR THE FAIRNESS OR MERITS OF THE PLAN OF ARRANGEMENT.

Not a Prospectus

This Circular is not, and is not required to be, a prospectus under the Australian Corporations Act. It has been prepared to address requirements of the Laws of the relevant provinces and territories of Canada and its content may not be the same, or presented in the same manner, as information in a prospectus. It has been issued under the ASIC Relief or Requirements. It has been provided to ASIC and the ASX, but is not required to be registered with ASIC or approved by the ASX.

Not Australian Shares

Similar to Kirkland and the Kirkland Shares, Agnico is not an Australian company and the Agnico Shares are not shares in an Australian company. Consequently, Agnico is only regulated under the Australian Corporations Act to a limited extent as a foreign company. Agnico is subject to the Laws of the Canadian Province of Ontario, and is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut. Accordingly, rights of Agnico Shareholders in Australia will be determined predominantly under the Laws of the relevant Canadian provinces and territories.

No ASX Listing

Unlike the Kirkland Shares, the Agnico Shares are not, and after completion of the Arrangement will not be, listed on the ASX.

Rights and Entitlements of Kirkland CDIs

Kirkland CDI holders will receive Agnico Shares at the Effective Time. Details of the settlement timetable for the Kirkland CDIs are in the process of being confirmed with the ASX. It is anticipated that after the necessary shareholder and court approvals are obtained and closing of the Arrangement is ready to be initiated, trading in Kirkland CDIs will go into voluntary suspension for a period of approximately three trading days while closing of the Arrangement occurs. During that time, the ability to transmute Kirkland CDIs into the underlying Kirkland Shares, and vice versa, is expected to be restricted. Following the Arrangement, the Agnico Shares will not be listed on the ASX.

JORC Code Warning

Similar to Kirkland, Agnico is not, and after completion of the Arrangement will not be, required to report on minerals exploration results, mineral resources and ore reserves in accordance with the JORC Code. As noted above, mineral reserve and mineral resource estimates included or incorporated by reference in this Circular have been prepared in accordance with NI 43-101 and the CIM Standards. The CIM Standards are closely related to the JORC Code in their key definitions. The Agnico mineral reserve and mineral resource estimates can therefore be quoted as "qualifying foreign estimates" according to ASX Listing Rules. The most recent disclosure of Agnico's mineral resources can be found under Agnico's issuer profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov, in the document titled "Annual Information Form for the year ended December 31, 2020" released on March 26, 2021. The qualifying foreign estimates have not been reported in accordance with the JORC Code. A competent Person has not done sufficient work to classify the qualifying foreign estimates as mineral resources or ore reserves in accordance with the JORC Code. It is uncertain whether following evaluation and/or further exploration work, the qualifying foreign estimates would be able to be reported as mineral resources or ore reserves in accordance with the JORC Code.


As noted above, CIM definitions are substantially similar to the JORC Code corresponding definitions. It is not expected that estimates prepared in accordance with NI 43-101 and the CIM Standards would be materially different to estimates prepared in accordance with the JORC Code. However, unlike the JORC Code, NI 43-101 would permit publication of technical reports containing a preliminary economic assessment where economic analysis is substantially or entirely based on inferred mineral resources.

General Advice Warning

This Circular does not constitute financial product advice and has been prepared without reference to individual investment objectives, financial situation, taxation position or particular needs of any Agnico Shareholder or Kirkland Shareholder or any other Person. Neither Agnico nor Kirkland holds an Australian financial service licence. It is important that you read this Circular, and consider your particular investment needs, objectives and financial circumstances, before making any decision, including a decision on whether or not to vote in favour of the Arrangement. This Circular should not be relied upon as the sole basis for any such decision.

Presentation of Financial Information

The financial statements and other financial information of Agnico and Kirkland included or incorporated by reference in this Circular may have some differences compared to financial statements of Australian companies which are prepared in accordance with AASB and audited in accordance with Australian Auditing Standards. This Circular does not include an explanation of the principal differences between, or any reconciliation of, IFRS and AASB. Some additional disclosures required by AASB may not be included in the financial statements and other financial information included or incorporated by reference in this Circular. Investors should consult with their own professional advisors for an understanding of the differences between IFRS and AASB, and of how those differences might affect the financial information presented herein.

Australian Tax

Kirkland Shareholders who are Australian Holders should be aware that the Arrangement and disposal of the Kirkland Shares or Kirkland CDIs and the ownership and future disposition of Agnico Shares may have tax consequences in Australia, including, without limitation, the possibility that the disposal of Kirkland Shares and/or Kirkland CDIs pursuant to the Arrangement is a taxable transaction, in whole or in part, for Australian income tax purposes. See "Income Tax Considerations - Certain Australian Income Tax Considerations". Kirkland Shareholders who are Australian Holders or otherwise potentially within the scope of Australian tax should consult their own professional tax advisors to determine the particular Australian tax consequences to them (including Australian income tax, goods and services tax and stamp duty) of participating in the Arrangement and the acquisition, ownership and future disposition of Agnico Shares acquired pursuant to the Arrangement.

Enforcement Warning

The enforcement by Agnico Shareholders and Kirkland Shareholders of any applicable Laws of Australia, including Laws as to misleading conduct, or the common law including Laws relating to negligence, may be affected adversely by the fact that Agnico and Kirkland are organized under the Laws of Ontario, Canada, being a jurisdiction outside Australia, that some or all of the officers and directors of Agnico and Kirkland, respectively, are residents of countries other than Australia, that some or all of the experts named in this Circular and the documents incorporated by reference herein are residents of countries other than Australia and that some or all of the assets of Agnico, Kirkland and such Persons are located outside Australia. As a result, it may be difficult for Agnico Shareholders and Kirkland Shareholders in Australia to take action in Australian federal or state courts and under Australian Law against Agnico, Kirkland and such Persons. In addition, Agnico Shareholders and Kirkland Shareholders in Australia cannot be assured that the courts of Canada would enforce judgements of Australian courts obtained in actions under the Laws of Australia against such Persons.


Privacy and Personal Information

Agnico, Kirkland and their respective agents will need to collect personal information from Kirkland Shareholders to implement the Arrangement. The personal information may include the names, contact details and details of shareholdings of Kirkland Shareholders, as well as their representatives or proxies appointed for the purposes of the Kirkland Meeting.

Kirkland Shareholders in Australia who are individuals, and other individuals in Australia in respect of whom personal information is collected, have certain rights to access the personal information collected about them and may contact Computershare Australia if they wish to exercise those rights. The information may be disclosed to print and mail service providers, and to Agnico, Kirkland and their respective advisors and agents to the extent necessary to effect the Arrangement, and to registries and other agents and advisors of Agnico to administer its share register and for all other related or incidental purposes. If this information outlined above is not collected, Agnico and Kirkland may be hindered in, or prevented from, conducting the Kirkland Meeting or implementing the Arrangement effectively, or at all. Kirkland Shareholders in Australia who appoint an individual as their proxy, body corporate representative or attorney to vote at the Kirkland Meeting should inform that individual of the matters outlined above.

Information for Shareholders not Resident in Canada

Agnico and Kirkland are corporations organized under the laws of the Province of Ontario. The solicitation of proxies involves securities of a Canadian issuer and is being effected in accordance with applicable corporate and securities Laws in Canada. Agnico Shareholders and Kirkland Shareholders should be aware that the requirements applicable to Agnico and Kirkland under Canadian Laws may differ from requirements under corporate and securities Laws relating to corporations in other jurisdictions.

The enforcement of civil liabilities under the securities Laws of other jurisdictions outside Canada may be affected adversely by the fact that Agnico and Kirkland are organized under the laws of the Province of Ontario, the majority of their assets are located in Canada and the majority of their directors and executive officers are residents of Canada. You may not be able to sue Agnico, Kirkland and/or their directors or officers in a Canadian court for violations of foreign securities laws. It may be difficult to compel Agnico and Kirkland to subject themselves to a judgment of a court outside Canada.

Kirkland Shareholders who are foreign taxpayers should be aware that the Arrangement described in this Circular may have tax consequences both in Canada and such foreign jurisdictions in which they are resident. This Circular does not contain a summary of the non-Canadian federal income, non-U.S. federal income and non-Australian income tax considerations of the Arrangement for Kirkland Shareholders who are subject to income tax outside of Canada, the United States or Australia. Such Kirkland Shareholders should consult their own tax advisors with respect to the tax implications of the Arrangement, including any associated filing requirements in such jurisdictions.

Pro Forma Financial Statements

The unaudited pro forma consolidated financial statements included in this Circular give effect to the Arrangement and certain related adjustments described in the notes accompanying those financial statements. The unaudited pro forma consolidated balance sheet gives effect to the Arrangement as if it had closed on June 30, 2021. The unaudited pro forma consolidated statements of income for the year ended December 31, 2020 and the six months ended June 30, 2021 gives effect to the Arrangement as if it had closed on January 1, 2020. The unaudited pro forma consolidated financial statements are based on the respective historical audited consolidated financial statements of Agnico and Kirkland for the year ended December 31, 2020 and the respective historical unaudited consolidated financial statements of Agnico and Kirkland as at and for the six months ended June 30, 2021. Pro forma financial information presented in this Circular has been derived from the unaudited pro forma consolidated financial statements of Agnico included elsewhere in this Circular. The pro forma financial information presented in this Circular should be read in conjunction with the historical consolidated financial statements of both Agnico and Kirkland for the year ended December 31, 2020 and as at and for the six months ended June 30, 2021. See "Appendix N - Pro Forma Financial Statements".


The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and do not necessarily reflect what the Combined Company's financial condition would have been had the Arrangement occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of the operations of the Combined Company. The actual financial position and results of operations of the Combined Company may differ significantly from the pro forma amounts reflected in the unaudited pro forma consolidated financial statements due to a variety of factors.

The unaudited pro forma information and adjustments, including the allocation of the estimated Purchase Price (as defined in the unaudited pro forma consolidated financial statements), are based upon preliminary estimates of fair values of assets acquired and liabilities assumed, current available information and certain assumptions that Agnico and Kirkland believe are reasonable in the circumstances, as described in the notes to the unaudited pro forma consolidated financial statements. The actual adjustments to the consolidated financial statements of Agnico upon the completion of the Arrangement will depend on a number of factors, including, among others, the actual expenses of the Arrangement and other additional information that becomes available after the date of this Circular. As a result, it is expected that actual adjustments will differ from the pro forma adjustments, and the differences may be material. See "Joint Management Information Circular - Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors".

Non-GAAP Financial Performance Measures

Certain financial performance measures referenced in this Circular, namely EBITDA margin and all-in sustaining costs per ounce of gold, are not prescribed by IFRS. These non-GAAP financial performance measures are used because Agnico and Kirkland used the information to analyze the combined business performance and financial position of the Combined Company. These non-GAAP financial performance measures are intended to provide additional information only and do not have any standardized meaning under IFRS and may not be comparable to similar measures presented by other companies. These non-GAAP financial performance measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. See the Agnico Annual MD&A, the Agnico Q3 Interim MD&A, the Kirkland Annual MD&A and the Kirkland Q2 Interim MD&A for more information, including a reconciliation of non-GAAP financial performance measures to most directly comparable IFRS measures.

In order to provide a relative comparison of the Combined Company to its Senior Gold Peers, certain financial comparisons between the Combined Company and its Senior Gold Peers are made on the basis of data and figures presented by Bloomberg, equity research reports or public disclosure of the Senior Gold Peers, which contain non-GAAP financial performance measures. These non-GAAP financial performance measure comparisons, namely "lowest all-in sustaining cost" and "highest EBITDA margin" are based solely on the data and figures presented by Bloomberg, equity research reports or public disclosure of the Senior Gold Peers, and are intended to provide additional information only and do not have any standardized meaning under IFRS. See "Third Party Data" below for further information.

EBITDA Margin

EBITDA is a non-GAAP financial performance measure, which excludes the following from net income: (i) income tax expense; (ii) finance costs; (iii) finance income; and (iv) depreciation. Agnico and Kirkland believe that EBITDA is a valuable indicator of their ability to generate liquidity by producing operating cash flow to fund working capital needs, service debt obligations, and fund capital expenditures. Agnico and Kirkland use EBITDA for this purpose. EBITDA is also frequently used by investors and analysts for valuation purposes whereby EBITDA is multiplied by a factor or "EBITDA multiple" that is based on an observed or inferred relationship between EBITDA and market values to determine the approximate total enterprise value of a company. EBITDA is intended to provide additional information to investors and analysts and does not have any standardized definition under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. EBITDA exclude the impact of cash costs of financing activities and taxes, and the effects of changes in operating working capital balances, and therefore is not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate EBITDA differently.


EBITDA Margin is calculated by dividing EBITDA by revenue. Agnico and Kirkland use EBITDA margin because they believe that this non-GAAP financial performance measure is an important indicator of recurring operations, as it excludes items that may not be indicative of, or are unrelated to, their core operating results, and provides a measure of profitability. EBITDA margin is a non-GAAP financial performance measure with no standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other companies.

All-in Sustaining Cost

The World Gold Council ("WGC") is a non-regulatory market development organization for the gold industry. Although the WGC is not a mining industry regulatory organization, it has worked closely with its member companies to develop relevant non-GAAP financial performance measures. Agnico and Kirkland follow the guidance on all-in sustaining costs released by the WGC in November 2018 and June 2013, respectively. Adoption of the all-in sustaining costs metric is voluntary and, notwithstanding Agnico's and Kirkland's adoption of the WGC's guidance, all-in sustaining costs per ounce of gold produced and per ounce of gold sold reported by Agnico and Kirkland, respectively, may not be comparable to data reported by other gold producers. Agnico and Kirkland believes that this measure provides helpful information about operating performance. However, this non-GAAP financial performance measure should be considered together with other data prepared in accordance with IFRS as it is not necessarily indicative of operating costs or cash flow measures prepared in accordance with IFRS. All-in sustaining costs per ounce is used to show the full cost of gold production from current operations. Agnico calculates all-in sustaining costs per ounce of gold produced on a by-product basis as the aggregate of total cash costs per ounce on a by-product basis, sustaining capital expenditures (including capitalized exploration), general and administrative expenses (including stock option expense), lease payments related to sustaining assets and reclamation expenses, and then dividing by the number of ounces of gold produced. The all-in sustaining costs per ounce of gold produced on a co-product basis is calculated in the same manner as the all-in sustaining costs per ounce of gold produced on a by-product basis, except that the total cash costs per ounce on a co-product basis is used, meaning no adjustment is made for by-product metal revenues. Kirkland calculates all-in sustaining costs per ounce of gold sold as the sum of operating costs, royalty expenses, sustaining capital, corporate expenses (including general and administrative expenses, net of transaction related costs, severance expenses for management changes and interest income), lease payments related to sustaining assets and reclamation cost accretion and depreciation related to current operations, and then dividing by the number of ounces of gold sold. Agnico's and Kirkland's methodology for calculating all-in sustaining costs per ounce may differ from the methodology used by other gold producers that disclose all-in sustaining costs per ounce.

Third Party Data

Certain comparisons of the Combined Company to its Senior Gold Peers (such as all-in sustaining cost per ounce, EBITDA margin and portfolio risk) are based on data obtained from Bloomberg, The Fraser Institute, equity research reports or public disclosure of the Senior Gold Peers, obtained as of September 27, 2021 (unless otherwise stated). Bloomberg is a software, data and media company which delivers business and market news, data and analysis. The Fraser Institute is a Canadian think-tank that produces research on a number of topics, including energy, natural resources and the environment. An equity research report is a document prepared by a research analyst at a financial institution that provides a recommendation on whether an investor should buy, hold, or sell shares of a public company and often includes target price, investment thesis, valuation, and risks assessment and are available from numerous sources, including Bloomberg. Information publicly disclosed by the Senior Gold Peers includes continuous disclosure documents filed by the Senior Gold Peers on SEDAR and EDGAR, and such documents include statements of mineral reserves and mineral resources, historical production figures and cost and production guidance. Neither Bloomberg nor The Fraser Institute has any affiliation to Agnico or Kirkland.

Where figures for the Combined Company are compared to its Senior Gold Peers, the data from Bloomberg, The Fraser Institute, equity research reports or public disclosure, as applicable, has been used to ensure consistency in the compared measures across the Combined Company and the comparison group. Neither Agnico nor Kirkland has the ability to verify the Bloomberg, The Fraser Institute, equity research reports or public disclosure figures and the non-GAAP financial performance measures used may not correspond to the non-GAAP financial performance measures calculated by Agnico, Kirkland or any of the Senior Gold Peers.


Comparative Measures Based on Third Party Data

"Highest EBITDA margin" is a non-GAAP financial performance measure based on estimates of this figure obtained from the most recent equity research reports prepared in respect of Agnico, Kirkland and the Senior Gold Peers obtained as of September 27, 2021. This term has no standardized meaning under IFRS, and therefore may not be comparable to similar measures presented by other companies. Financial comparisons between the Combined Company and its Senior Gold Peers are made on the basis of the data presented in the equity research reports which may not be calculated in the same manner as Agnico and Kirkland calculate comparable measures. See "Joint Management Information Circular - Non-GAAP Financial Performance Measures - EBITDA Margin" above for an explanation of why we have used these measures.

"Lowest all-in sustaining cost" is a non-GAAP financial performance measure based on the most recent 2021 guidance for each of Agnico, Kirkland and the Senior Gold Peers as of September 27, 2021, sourced from each entity's public disclosure. This term has no standardized meaning under IFRS, and therefore may not be comparable to similar measures presented by other companies. Financial comparisons between the Combined Company and its Senior Gold Peers are made on the basis of the data presented by each entity in its public disclosure which may not be calculated in the same manner. See "Joint Management Information Circular - Non-GAAP Financial Performance Measures - All-in Sustaining Cost" above for an explanation of why we have used this measure.

"Lowest-risk portfolio" is an assessment of risk based on data from The Fraser Institute's "Survey of Mining Companies 2020" (the "Fraser Report") and historical production data for calendar year 2020 included in the public disclosure of Agnico, Kirkland and each Senior Gold Peer. The risk assessment is determined for the Combined Company and each Senior Gold Peer by using the Fraser Report scores for mining jurisdictions across the world and weighting such scores based on each entity's 2020 production in each of the applicable jurisdictions.

Currency Exchange Rates

In this Circular, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in United States dollars and references to "dollars", "US$" or "$" are to United States dollars, references to "C$" are to Canadian dollars and references to "A$" are to Australian dollars.

The following table sets forth the high and low daily exchange rates for one U.S. dollar expressed in Canadian dollars for each period indicated, the average of the daily exchange rates for each period indicated and the exchange rate at the end of each such period, based upon the daily exchange rates provided by the Bank of Canada:

 

Nine Months Ended
September 30

Six Months Ended
June 30

Year Ended
December 31

 

2021

2020

2021

2020

2020

2019

Rate at end of period

1.2741

1.3339

1.2394

1.3628

1.2732

1.2988

Average rate during period

1.2513

1.3541

1.2470

1.3651

1.3415

1.3269

High

1.2856

1.4496

1.2828

1.4496

1.4496

1.3600

Low

1.2040

1.2970

1.2040

1.2970

1.2718

1.2988

On September 27, 2021, the Business Day immediately prior to the announcement that Agnico and Kirkland had entered into the Merger Agreement, the average daily exchange rate as reported by the Bank of Canada was $1.00 = C$1.2637 or C$1.00 = $0.7913. On October 28, 2021, the average daily exchange rate as reported by the Bank of Canada was $1.00 = C$1.2349 or C$1.00 = $0.8098.


The following table sets forth the high and low daily exchange rates for one U.S. dollar expressed in Australian dollars for each period indicated, the average of the daily exchange rates for each period indicated and the exchange rate at the end of each such period, based upon the daily exchange rates provided by the Reserve Bank of Australia:

 

Nine Months Ended
September 30

Six Months Ended
June 30

Year Ended
December 31

 

2021

2020

2021

2020

2020

2019

Rate at end of period

1.3877

1.4069

1.3301

1.4571

1.2984

1.4273

Average rate during period

1.3184

1.4809

1.2961

1.5237

1.4533

1.4391

High

1.4019

1.7950

1.3333

1.7950

1.7950

1.4908

Low

1.2547

1.3492

1.2547

1.4280

1.2984

1.3759

On September 27, 2021, the Business Day immediately prior to the announcement that Agnico and Kirkland had entered into the Merger Agreement, the daily exchange rate as reported by the Reserve Bank of Australia was $1.00 = A$1.3729 or A$1.00 = $0.7284. On October 28, 2021, the daily exchange rate as reported by the Reserve Bank of Australia was $1.00 = A$1.3316 or A$1.00 = $0.7510.

Cautionary Statement Regarding Forward-Looking Statements

This Circular contains forward-looking statements and forward-looking information within the meaning of applicable Canadian and U.S. securities legislation and which are based on the currently available competitive, financial and economic data and operating plans of management of Agnico and Kirkland as of the date hereof unless otherwise stated. Forward-looking statements are provided for the purpose of presenting information about Agnico's and Kirkland's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Although Agnico and Kirkland believe that expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of any of the words "expect", "anticipate", "continue", "estimate", "forecast", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "seek", "potential" or the negative of such terms and similar expressions. More particularly and without limitation, this Circular contains forward-looking statements and information concerning: the Agnico Meeting and Kirkland Meeting; the solicitation of proxies by the Parties and their respective strategic shareholder advisors and proxy solicitation agents; the reasons for, and anticipated benefits of, the Arrangement to the parties thereto and their respective securityholders, including corporate, operational, financial, scale and other synergies and the timing thereof; the structure, steps, timing and effects of the Arrangement; the Combined Company's future plans, market and growth profile, operating margins, operating costs and overall strategy and performance; estimates of future gold production; estimates regarding future cost reductions, synergies, including pre-tax synergies and optimization benefits and expectations of improved efficiencies, financial flexibility, future innovation and integration opportunities; comparisons of the Combined Company to the Senior Gold Peers; expectations regarding the Combined Company's environmental, social and governance initiatives; expectations regarding future balance sheet strength of the Combined Company; expectations regarding the development of the Combined Company's development assets and ability to fund growth projects; the anticipated mineral resources and mineral reserves of the Combined Company; the receipt and timing of the Final Order and the Effective Date of the Arrangement; the satisfaction of conditions for listing the Consideration Shares and the Agnico Shares issuable upon exercise or settlement of the Agnico Replacement Options, Kirkland RSUs and Kirkland PSUs on the TSX and the NYSE and the timing thereof; expectations regarding the value, nature, process and timing of delivery of the Consideration Shares to Kirkland Shareholders and holders of Kirkland CDIs following the Effective Time; the anticipated number of Agnico Shares to be issued in connection with the Arrangement, including the Agnico Shares to be issued upon exercise or settlement of the Agnico Replacement Options, Kirkland RSUs and Kirkland PSUs; the consequences to Kirkland, Agnico and the holders of Kirkland Shares, Kirkland CDIs and Agnico Shares if the Arrangement is not completed; the anticipated timing of the voluntary suspension in trading of Kirkland CDIs on the ASX; the availability of the Section 3(a)(10) Exemption for the issuance of the Consideration Shares and Agnico Replacement Options, as applicable; the expectation that Kirkland will cease to be a reporting issuer following completion of the Arrangement and the delisting of the Kirkland Shares and Kirkland CDIs from the TSX, the NYSE and the ASX following completion of the Arrangement; the treatment of the Kirkland Equity Awards held by directors and officers of Kirkland; the consideration and compensation, if any, to be paid to the directors and officers of Kirkland following completion of the Arrangement; the exercise of Dissent Rights by Kirkland Shareholders with regards to the Arrangement; the timing, receipt and conditions of required regulatory, Court and shareholder approvals for the Arrangement, including but not limited to the receipt of FIRB Approval, the Kirkland Shareholder Approval and the Agnico Shareholder Approval; the ability of Agnico and Kirkland to satisfy the other conditions to the Arrangement; the anticipated expenses of the Arrangement; the composition of the shareholders, board of directors and management team of the Combined Company; the governance and management structure of the Combined Company; the corporate and capital structure of the Combined Company; the anticipated capitalization of the Combined Company on a consolidated basis following completion of the Arrangement; the anticipated dividend policy and capital allocation practices of the Combined Company following completion of the Arrangement; the expected operations and capital expenditure plans for the Combined Company following completion of the Arrangement; anticipated Tax treatment of the Arrangement on Kirkland Shareholders and holders of Kirkland CDIs; the future commodity prices, the estimation of mineral reserves and mineral resources at Detour Lake, the realization of mineral reserve estimates at Detour Lake, the timing and amount of estimated future production at Detour Lake, operating and capital costs at Detour Lake, capital expenditures at Detour Lake, conclusions of economic evaluations relating to Detour Lake, costs and timing of the development of new deposits at Detour Lake, future exploration, development and production activities at Detour Lake, permitting and certification time lines at Detour Lake and other events or conditions that may occur in the future.


Furthermore, the combined and/or pro forma information set forth in this Circular should not be interpreted as indicative of the financial position or other results of operations had Agnico and Kirkland operated as a combined entity as at or for the periods presented, and such information does not purport to project the Combined Company's results of operations for any future period. As such, undue reliance should not be placed on such combined and/or pro forma information.

In respect of the forward-looking statements and forward-looking information concerning the anticipated benefits of the Arrangement, the anticipated timing for completion of the Arrangement and the Detour Lake operations, each of Agnico and Kirkland, as applicable, has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the Parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, stock exchange, Court and shareholder approvals, including but not limited to the receipt of FIRB Approval, the Kirkland Shareholder Approval, the Agnico Shareholder Approval and the Final Order; the ability of the Parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement and the completion of the Arrangement on expected terms; the ability to successfully integrate Agnico and Kirkland in a timely manner following completion of the Arrangement; customer demand for the Combined Company's products following completion of the Arrangement; the ability of the Combined Company to maintain and grow its mineral resource and mineral reserve base through the development of growth projects and other development assets; the sufficiency of budgeted capital expenditures in carrying out planned operations and activities; the availability and cost of labour and services; the success of the Combined Company's future operations; future operating costs; the impact of the Arrangement and the dedication of substantial resources from the Parties to pursuing the Arrangement on the Parties' ability to maintain their current business relationships (including with current and prospective employees, customers, distributors, suppliers and partners) and their current and future operations, financial condition and prospects; the impact of COVID-19 on the businesses of Agnico and Kirkland, the economy in general and commodity prices; no unforeseen changes in the legislative and operating framework for the business of Agnico and Kirkland, as applicable; and other expectations and assumptions concerning the Arrangement and the operations and capital expenditure plans for the Combined Company. The anticipated dates provided may change for a number of reasons, including unforeseen delays in the ability to secure the necessary regulatory, stock exchange, Court or shareholder approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this Circular, and Agnico and Kirkland can give no assurances that they will prove to be correct.


Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Risks and uncertainties inherent in the nature of the Arrangement include, among other things: the failure of Agnico and Kirkland to receive, in a timely manner and on satisfactory terms, the necessary regulatory, stock exchange, Court and shareholder approvals, including FIRB Approval, the Kirkland Shareholder Approval, the Agnico Shareholder Approval and the Final Order; the significant transaction costs or unknown liabilities to otherwise satisfy the conditions to the completion of the Arrangement, in a timely manner, or at all; and the failure to realize the anticipated benefits of the Arrangement in the expected timeframes, or at all. Failure to obtain the regulatory, stock exchange, Court and shareholder approvals, or the failure of the Parties to otherwise satisfy the conditions to or complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and the Parties continue as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of the Parties to pursuing the Arrangement, and the diversion of management in the course of pursuing the Arrangement, may adversely impact each Party's current business relationships (including with current and prospective employees, customers, distributors, suppliers and partners) and its current and future operations, financial condition and prospects. The failure to complete the Arrangement for any reason could also materially negatively impact the trading price of the Parties' securities. Furthermore, the failure of a Party to comply with the terms of the Merger Agreement may, in certain circumstances, result in a Party being required to pay the Termination Amount to the other Party, the result of which will or could have a material adverse effect on such paying Party's financial position and results of operations and its ability to fund growth prospects and current operations. Risks and uncertainties inherent in the nature of the Detour Lake operations include, among other things, the price of gold; impacts of infectious diseases, including but not limited to COVID-19; exploration, development and operating risks; health, safety and environmental risks and hazards; uncertainty in the estimation of mineral reserves and mineral resources; replacement of depleted mineral reserves; uncertainty relating to mineral resources; risks related to production estimates and cost estimates; risks relating to government regulation; risks related to community relations; risks relating to first nations and aboriginal heritage; risks relating to non-governmental organizations; the availability of infrastructure, energy and other commodities; nature and climactic conditions; timing and costs associated with the design, procurement and construction of the various capital projects, permitting; risks related to insurance and uninsured risks; the prevalence of competition within the mining industry; availability of sufficient power and water for operations; risks associated with the mineral tenure regime in which the Detour Lake operation is located; risks associated with title to the mining claims and leases; risks associated with recovery and dilution; and labour and employment matters.

Shareholders are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of the Parties are included in reports filed by Agnico and Kirkland, as applicable, with the securities commissions or similar authorities in Canada and the United States (which are available under Agnico's and Kirkland's respective issuer profiles on SEDAR at www.sedar.com and EDGAR at www.sec.gov), including Agnico's and Kirkland's respective annual information form for the year ended December 31, 2020 and audited consolidated financial statements and related management discussion and analysis for the financial year ended December 31, 2020, Agnico's unaudited condensed consolidated interim financial statements and related management discussion and analysis for the period ended September 30, 2021 and Kirkland's unaudited condensed consolidated interim financial statements and related management discussion and analysis for the period ended June 30, 2021, each of which is incorporated by reference in this Circular. 


The forward-looking statements and forward-looking information contained in this Circular and the documents incorporated by referenced herein are made as of the date of such documents. Agnico and Kirkland are under no obligation (and Agnico and Kirkland expressly disclaim any such obligation) to update or alter any forward-looking statements or forward-looking information, the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by Law. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on the forward-looking statements or forward-looking information and investors are recommended to carefully consider the matters discussed under "Risk Factors" and in the documents incorporated by reference in each of "Appendix K - Information Concerning Agnico" and "Appendix L - Information Concerning Kirkland". The foregoing statements expressly qualify any forward-looking statements or forward-looking information contained herein.


AGNICO SHAREHOLDERS - QUESTIONS AND ANSWERS

This Circular is furnished in connection with the solicitation of proxies by or on behalf of management of Agnico for use at the Agnico Meeting, to be held at 10:00 a.m. (Toronto time) on November 26, 2021 via live webcast available online using the TSX Trust virtual shareholder meeting platform at https://virtual-meetings.tsxtrust.com/1233 for the purposes indicated in the Notice of Special Meeting of Shareholders of Agnico. Capitalized terms used but not otherwise defined in this "Agnico Shareholders - Questions and Answers" section have the meanings ascribed thereto under "Glossary of Terms" in this Circular.

Your vote is important. The following are key questions that you as an Agnico Shareholder may have regarding the proposed Arrangement involving Agnico, Kirkland and the Kirkland Shareholders, to be considered at the Agnico Meeting. The information contained below is of a summary nature and therefore is not complete and is qualified in its entirety by the more detailed information contained elsewhere in, or incorporated by reference in, this Circular, including the Appendices hereto, all of which are important and should be reviewed carefully. You are urged to carefully read the remainder of this Circular as the information in this section does not provide all of the information that might be important to you with respect to the Arrangement. Additional important information is also contained in the Appendices to, and the documents incorporated by reference into, this Circular.

Questions Relating to the Arrangement

Q. What is the proposed transaction?

A. On September 28, 2021, Agnico and Kirkland entered into the Merger Agreement pursuant to which the Parties agreed to undertake the Arrangement. The Arrangement is a "merger-of-equals" between Agnico and Kirkland to be effected by way of an acquisition by Agnico of all of the issued and outstanding Kirkland Shares (other than Kirkland Shares held by Dissenting Shareholders, if any) in exchange for Agnico Shares by way of a court-approved plan of arrangement under section 182 of the OBCA. Under the Arrangement, each Kirkland Shareholder (other than any Dissenting Shareholders) will receive 0.7935 of an Agnico Share for each Kirkland Share or Kirkland CDI held. If the Arrangement is completed, Kirkland will become a wholly-owned Subsidiary of Agnico.

Q. What are the reasons for the proposed transaction?

A. In making their respective recommendations, the Agnico Board and the Kirkland Board reviewed and considered a number of factors relating to the Arrangement, including those listed below, with the benefit of advice from their respective senior management teams and financial and legal advisors, and, in the case of the Kirkland Board, the recommendation of the Kirkland Special Committee. The following is a summary of the principal reasons for the respective recommendations of the Agnico Board and the Kirkland Board:

  • Creating a World-Leading Senior Gold Producer. The Arrangement will create the Combined Company, which will be a high-quality senior gold producer with the lowest all-in sustaining cost per ounce of gold, highest EBITDA margin and lowest-risk portfolio of operating mines among its Senior Gold Peers. The Combined Company is expected to produce approximately 3.4 million of ounces of gold in 2021 on a pro forma basis.

  • Enhances Position in one of the Most Prolific and Prospective Gold Regions in the World. The Combined Company is expected to be Canada's leading gold producer, with anticipated production in the country of approximately 2.5 million ounces of gold in 2021, or approximately 75% of 3.4 million ounces of total expected gold production, on a pro forma basis. The combined portfolio will be anchored by high-quality gold production in Ontario, Quebec and Nunavut in Canada, as well as at the Fosterville Mine in Victoria, Australia, Kittila in the Lapland region of Northern Finland and Pinos Altos and La India in Northern Mexico.


  • Unique Synergies to Drive Significant Value Creation.

    • The combination of Agnico and Kirkland creates a unique opportunity to unlock significant operational, development and strategic synergies along the Abitibi-Kirkland Lake corridor and to leverage sector-leading technical expertise to create additional value across the portfolio.

    • The Combined Company is expected to generate over $0.8 billion and $2 billion in pre-tax synergies and optimization benefits over the next five and ten years, respectively, including:

      • approximately $145 million over five years and $320 million over 10 years in corporate synergies, including head office general and administrative expenses, offices, payroll, legal and other;

      • approximately $130 million per year, $440 million over five years and $1.1 billion over 10 years in operational synergies, including procurement, warehousing, logistics, processing, centralized control, data management and accelerated innovation and other; and

      • approximately $240 million over five years and $590 million over 10 years in strategic optimization, including optimizing and consolidating infrastructure, project improvement (for example, Upper Beaver, Upper Canada and Amalgamated Kirkland) and sharing of best practices.

    • While substantially unquantified, the Arrangement also offers significant potential for more efficient sharing of established competencies developed individually by Kirkland and Agnico, as well as significant opportunity to successfully innovate as operations are modernized.

  • Maintain a Strong Leadership Team with a Proven Track-Record. The Combined Company will benefit from the combination of two strong management teams with proven track-records of growing per share value in key metrics such as production, mineral reserves, cash flow and net asset value.

  • Unparalleled Track Record of Growing Mineral Reserves and Mineral Resources. The Arrangement will combine the only two companies among the Senior Gold Peers to have grown mineral reserves and production per share over the last 10 years through consistent investment in exploration and value-added acquisitions.

  • Industry-Leading ESG with Ability to make Long-Term ESG Investments. The Combined Company is positioned to be a leader in ESG initiatives, with one of the lowest greenhouse gas emission rates per ounce, and will have an enhanced ability, through the sharing of established competencies, joined forces on innovation and scale, to be a more effective collaborator with key suppliers, government and communities, and to become net zero by 2050 or sooner.

  • Enhances and Adds Flexibility to an Attractive Minesite and Project Pipeline. The Arrangement will combine a robust pipeline of growth projects and exploration opportunities. These projects are located in existing mining camps and are expected to drive manageable, relatively low-risk, high-return production growth over the next decade and more. For example, there is an opportunity to develop Agnico's Kirkland Lake area greenfield development assets, with the benefit of Kirkland's established infrastructure at the Macassa Mine and the Holt Complex.

  • Provides the Financial Strength to Increase Capital Distributions to Shareholders While Investing in Growth Projects. The increased financial strength of the Combined Company is expected to provide enhanced financial flexibility to fund both the robust pipeline of growth projects and to build on a proven track record of growing sustainable capital returns to shareholders while also maintaining a strong investment-grade balance sheet.


  • Comprehensive Arm's Length Negotiations. The terms of the Merger Agreement and the Arrangement are the result of a comprehensive negotiation process, undertaken with the oversight and participation of Agnico's and Kirkland's respective legal counsel and financial advisors.

  • Stakeholder Analysis. The terms of the Merger Agreement treat all stakeholders of Agnico and Kirkland, respectively, equitably and fairly.

  • Shareholder and Court Approval. The Arrangement is subject to the following shareholder and court approvals, which protect Agnico Shareholders and Kirkland Shareholders:

    • the Arrangement Resolution requires approval of at least two-thirds of the votes cast by Kirkland Shareholders present (virtually) or represented by proxy and entitled to vote at the Kirkland Meeting;

    • the Agnico Resolution requires the approval of at least a simple majority of the votes cast by Agnico Shareholders present (virtually) or represented by proxy and entitled to vote at the Agnico Meeting; and

    • the Arrangement is subject to a determination of the Court that the Arrangement is fair and reasonable, both procedurally and substantively, to Kirkland Shareholders and other affected Persons.

  • Regulatory Approvals. The likelihood that the transaction will receive the Key Regulatory Approvals under applicable Laws, based on the advice of the Parties' legal and other advisors in connection with such Key Regulatory Approvals.

  • Ability to Close. Each of Agnico and Kirkland believes that the Parties are committed to completing the Arrangement, has a proven track record of completing deals, and anticipates that the Parties will be able to complete the Arrangement, in accordance with the terms of the Merger Agreement, within a reasonable time and in any event prior to the Outside Date.

  • Superior Proposals. The Merger Agreement permits the Agnico Board and the Kirkland Board, in the exercise of their respective fiduciary duties, to respond, prior to the Agnico Meeting and the Kirkland Meeting, to certain unsolicited acquisition proposals that are more favourable, from a financial point of view, to Agnico Shareholders or Kirkland Shareholders, as the case may be, than the Arrangement.

  • Support of Directors and Officers. Directors and officers of Agnico and Kirkland have entered into the Agnico Support and Voting Agreements and the Kirkland Support and Voting Agreements with Kirkland and Agnico, respectively, pursuant to which, and subject to the terms thereof, they have agreed, among other things, to vote their Agnico Shares in favour of the Agnico Resolution and to vote their Kirkland Shares in favour of the Arrangement Resolution, as applicable.

See "The Arrangement - Reasons for the Arrangement" for further information.

Q. Has the Agnico Board unanimously approved the Arrangement?

A. Yes, the Agnico Board, having undertaken a thorough review of, and having carefully considered the terms of the Arrangement and the Merger Agreement, and after consulting with its financial and legal advisors, including having received and taken into account the Agnico Fairness Opinions and such other matters as it considered necessary and relevant, including the factors set out below under the headings "The Arrangement - Reasons for the Arrangement" and "The Arrangement - Additional Agnico Reasons", has unanimously determined that the Arrangement is in the best interests of Agnico. Accordingly, the Agnico Board has unanimously approved the Arrangement and the entering into by Agnico of the Merger Agreement and unanimously recommends that the Agnico Shareholders vote FOR the Agnico Resolution.


Q. Does the Agnico Board recommend that I vote FOR the Agnico Resolution?

A. Yes, the Agnico Board unanimously recommends that the Agnico Shareholders vote FOR the Agnico Resolution.

Q. Who has agreed to support the Arrangement?

A. Kirkland has entered into Agnico Support and Voting Agreements with certain directors and officers of Agnico, pursuant to which the Agnico Supporting Shareholders have agreed, among other things and subject to the terms and conditions of the Agnico Support and Voting Agreements, to vote their Agnico Shares in favour of the Agnico Resolution to approve the issuance of Agnico Shares in connection with the Arrangement. As at the Agnico Record Date, the Agnico Supporting Shareholders collectively beneficially owned or exercised control or direction over 588,412 Agnico Shares, representing approximately 0.24% of the issued and outstanding Agnico Shares.

Q. What percentage of the outstanding Combined Company will Agnico Shareholders and Kirkland Shareholders own, respectively, following completion of the Arrangement?

A. Former Agnico Shareholders and Former Kirkland Shareholders are expected to own approximately 54% and 46% of the Agnico Shares in the Combined Company, respectively, immediately after completion of the Arrangement (on a non-diluted basis), in each case based on the number of Agnico Shares and Kirkland Shares issued and outstanding as of September 27, 2021.

Q. If the Arrangement is completed, how many Agnico Shares will be issued to Former Kirkland Shareholders at the Effective Time in connection with the Arrangement?

A. The Agnico Resolution approves the issuance of up to 212,358,086 Agnico Shares to Kirkland Shareholders (including Agnico Shares issuable to holders of Agnico Replacement Options, Kirkland RSUs and Kirkland PSUs upon the exercise, vesting, redemption or settlement, as applicable, thereof) pursuant to the Plan of Arrangement, which represents 87% of the number of Agnico Shares issued and outstanding as of September 27, 2021. No Agnico Shares will be issued, or are issuable, to the holders of the Kirkland DSUs in connection with the Arrangement. See "Information Concerning the Combined Company Following the Arrangement - Description of Capital Structure".

The TSX will generally not require further Agnico Shareholder approval for the issuance of up to an additional 53,089,522 Agnico Shares, such number being 25% of the number of Agnico Shares approved for issuance pursuant to the Agnico Resolution.

Q. What is required for the Arrangement to become effective?

A. The obligations of Agnico and Kirkland to consummate the Arrangement and the other transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver of a number of conditions, including, among others: (i) approval of the Arrangement Resolution by the required vote of Kirkland Shareholders at the Kirkland Meeting in accordance with the Interim Order; (ii) approval of the Agnico Resolution by the required vote of Agnico Shareholders at the Agnico Meeting in accordance with Law; (iii) the Final Order having been obtained on terms consistent with the Merger Agreement, and not having been set aside or modified in a manner unacceptable to either Agnico or Kirkland, each acting reasonably; (iv) conditional approval or authorization of the listing of the Agnico Shares to be issued in connection with the Arrangement on the TSX and the NYSE, subject only to customary listing conditions, as applicable; (v) receipt of the FIRB Approval; (vi) no Law being in effect that makes the completion of the Arrangement illegal or otherwise prohibits or enjoins the Parties from the completing the Arrangement; (vii) the Agnico Shares and the Agnico Replacement Options to be issued in connection with the Arrangement being exempt from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; and (viii) the Parties having taken all actions required by the Merger Agreement to give effect to the governance matters set out in the Merger Agreement, with effect as of the Effective Time.


On October 4, 2021, the Commissioner issued an ARC to Agnico in respect of the Arrangement. Receipt of the ARC constitutes the Competition Act Approval.

Agnico has applied to list the Consideration Shares to be issued in connection with the Arrangement (including Agnico Shares to be issued on the exercise of the Agnico Replacement Options and the vesting of the other Kirkland Equity Awards following completion of the Arrangement) on the TSX and the NYSE and has received conditional approval from the TSX. Final approval of the TSX is conditional on the satisfaction by Agnico of customary conditions to listing imposed by the TSX. Agnico anticipates receiving all required authorizations from the NYSE prior to the closing of the Arrangement. 

In order to become effective, the Agnico Resolution must be approved by an affirmative vote of at least a simple majority (50% +1) of the votes cast on the Agnico Resolution by Agnico Shareholders present (virtually) or represented by proxy and entitled to vote at the Agnico Meeting.

Q. When do you expect the Arrangement to be completed?

A. If approved, the Arrangement will become effective on the Effective Date, which Agnico and Kirkland currently expect to occur in December 2021 or during the first quarter of 2022. However, completion of the Arrangement is subject to a number of conditions and it is possible that factors outside of the control of Agnico and/or Kirkland could result in the Arrangement being completed at a later time or not at all.

Q. How will I know when all required approvals have been obtained?

A. Agnico and Kirkland will issue a press release once all the necessary approvals have been received and conditions to the completion of the Arrangement have been satisfied or waived, other than conditions that, by their terms, cannot be satisfied until the Effective Time.

Q. What will be the relationship between Agnico and Kirkland after completion of the Arrangement?

A. If the Arrangement is completed, Agnico will acquire all of the Kirkland Shares and Kirkland will become a wholly-owned Subsidiary of Agnico. Former Agnico Shareholders and Former Kirkland Shareholders are expected to own approximately 54% and 46% of the Agnico Shares in the Combined Company, respectively, immediately after completion of the Arrangement (on a non-diluted basis), in each case based on the number of Agnico Shares and Kirkland Shares issued and outstanding as of September 27, 2021.

Q. Where will the shares of the Combined Company be listed?

A. The Agnico Shares are currently listed and posted for trading on the TSX and the NYSE under the symbol "AEM". It is anticipated that, after completion of the Arrangement, the Combined Company will continue to trade on the TSX and the NYSE under the trading symbol "AEM". Agnico has applied to list the Consideration Shares to be issued in connection with the Arrangement (including Agnico Shares to be issued on the exercise of the Agnico Replacement Options and the vesting of the other Kirkland Equity Awards following completion of the Arrangement) on the TSX and the NYSE and has received conditional approval from the TSX. Final approval of the TSX is conditional on the satisfaction by Agnico of customary conditions to listing imposed by the TSX. Agnico anticipates receiving all required authorizations from the NYSE prior to the closing of the Arrangement.


 Unlike the Kirkland Shares, the Agnico Shares are not, and after completion of the Arrangement will not be, listed on the ASX.

Q. Who will be the directors and officers of the Combined Company following completion of the Arrangement?

A. Following completion of the Arrangement, the Combined Company Board will consist of 13 directors, comprised of seven directors from Agnico and six directors from Kirkland. The key senior management team of the Combined Company is expected to include: (1) Sean Boyd as Executive Chair of the Combined Company Board; (2) Tony Makuch as Chief Executive Officer of the Combined Company; (3) Ammar Al-Joundi as President of the Combined Company; (4) Jeffrey Parr as Vice-Chair of the Combined Company Board; and (5) Jamie Sokalsky as Lead Director of the Combined Company Board. Additional information with respect to the senior management of the Combined Company will be determined prior to the Effective Date.

Q. Why am I being asked to approve the Agnico Resolution?

A. Pursuant to the TSX Company Manual, a listed company is generally required to obtain the approval of its shareholders by ordinary resolution passed by at least a simple majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote in connection with an acquisition transaction where the number of securities issued or issuable in payment of the purchase price for the acquisition exceeds 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the transaction. Agnico has reserved approximately 212 million Agnico Shares for issuance in connection with the Arrangement (based on the number of Kirkland Shares issued and outstanding on September 27, 2021), representing approximately 87% of the issued and outstanding Agnico Shares on a non-diluted basis as of such date.

Q. What will happen if the Agnico Resolution is not approved or the Arrangement is not completed for any reason?

A. If the Agnico Resolution is not approved or the Arrangement is not completed for any reason, the Merger Agreement may be terminated and Agnico will continue to operate independently. In certain circumstances, Agnico will be required to pay to Kirkland the Termination Amount in connection with such termination, or Kirkland will be required to pay to Agnico the Termination Amount in connection with such termination. In addition, in certain circumstances, each of Agnico and Kirkland may be required to pay the other Party an expense reimbursement of $20 million. If the Arrangement is not completed or its completion is materially delayed and/or the Merger Agreement is terminated, for any reason, the market price of Agnico Shares may be materially adversely affected and Agnico's business, financial condition or results of operations could also be subject to various material adverse consequences, including that Agnico would remain liable for costs relating to the Arrangement. See "The Merger Agreement - Termination of the Merger Agreement" and "Risk Factors".

Q. Are there any risks I should consider in connection with the Arrangement?

A. Yes. There are a number of risk factors relating to Agnico's and Kirkland's business and operations, the Arrangement and the Combined Company's business and operations following completion of the Arrangement, all of which should be carefully considered by Agnico Shareholders in evaluating whether to approve the Agnico Resolution. In addition to the risk factors described under the heading "Risk Factors" in the Agnico AIF and under the heading "Risk Factors" in the Kirkland AIF, which are specifically incorporated by reference into this Circular, see "Risk Factors" for a non-exhaustive list of certain additional and supplemental risk factors relating to the Arrangement and the business and operations of the Combined Company following completion of the Arrangement which Agnico Shareholders should carefully consider before making a decision regarding approving the Agnico Resolution.


Questions Relating to the Agnico Meeting

Q. Why did I receive this Circular?

A. You received this Circular because you are an Agnico Shareholder and Agnico Shareholders will be asked at the Agnico Meeting to approve the Agnico Resolution.

Q. How and when is the Agnico Meeting being held?

A. In light of the ongoing impact of COVID-19 and the associated public health measures, Agnico will be holding the Agnico Meeting in a virtual-only format, which will be conducted via live webcast available online using the TSX Trust virtual shareholder meeting platform at https://virtual-meetings.tsxtrust.com/1233 on November 26, 2021 at 10:00 a.m. (Toronto time), subject to any adjournment or postponement thereof. Agnico Shareholders will not be able to attend the Agnico Meeting in person but will have an equal opportunity to participate in the Agnico Meeting regardless of geographic location.

Q. How do I attend the Agnico Meeting?

A. To attend the Agnico Meeting, Agnico Shareholders will need to go to the following website in their web browser on their smartphone, tablet or computer: https://virtual-meetings.tsxtrust.com/1233. Agnico Shareholders will need the latest versions of Google Chrome, Apple Safari, Microsoft Edge or Mozilla Firefox web browsers in order to access the Agnico Meeting. Agnico Shareholders should not use Internet Explorer. To ensure that their web browser is compatible and Internet connection is working properly, Agnico Shareholders should login to the Agnico Meeting at least 15 minutes before the start of the Agnico Meeting.

After logging in to the Agnico Meeting at https://virtual-meetings.tsxtrust.com/1233, Registered Agnico Shareholders or duly appointed proxyholders, if they have received a form of proxy or email, respectively, from Computershare with a control number, are to click "I have a control number" and enter the 15-digit control number on their form of proxy or four-letter control number on their email, as applicable, and the following case sensitive password: "agnico2021". Agnico Shareholders who do not have a control number are to select "I am a Guest" and fill in the required information.

See "Information Concerning the Agnico Meeting - Virtual Agnico Meeting" and the Virtual Meeting Guide provided to you by TSX Trust for additional information on how to navigate the virtual meeting platform, including how to vote and ask questions at, the Agnico Meeting.

Registered Agnico Shareholders and duly appointed proxyholders (including Non-Registered Agnico Shareholders who have appointed themselves as proxyholder) will be able to attend the Agnico Meeting, ask questions and vote at the Agnico Meeting in real time. Non-Registered Agnico Shareholders must carefully follow the procedures set out in this Circular in order to vote and ask questions through the live webcast. Guests, including Non-Registered Agnico Shareholders who have not been duly appointed as proxyholders and Kirkland CDI holders, can log into the Agnico Meeting as a guest. Guests may listen to the Agnico Meeting but will not be entitled to vote or ask questions during the Agnico Meeting.

If you have questions regarding the Agnico Meeting or require assistance in accessing the Agnico Meeting website, you may contact tsxtvgminfo@tsx.com. If you attend the Agnico Meeting, you must remain connected to the Internet at all times during the Agnico Meeting in order to vote when balloting commences. It is your responsibility to ensure Internet connectivity for the duration of the Agnico Meeting.


Q. Am I entitled to vote?

A. You are entitled to vote if you were a holder of Agnico Shares as of the close of business on October 13, 2021, the Agnico Record Date. Each holder of Agnico Shares as of the Agnico Record Date is entitled to one vote per Agnico Share held on all matters to come before the Agnico Meeting.

Q. What am I voting on?

A. If you are a holder of Agnico Shares, you will be voting on the Agnico Resolution to approve the issuance of Agnico Shares in connection with the Arrangement, pursuant to the requirements of the TSX. If the Agnico Resolution is not approved by the requisite vote of Agnico Shareholders at the Agnico Meeting, the Arrangement will not be completed.

Q. What constitutes quorum for the Agnico Meeting?

A. Quorum for the Agnico Meeting is two individuals present in person (virtually), each being an Agnico Shareholder or a duly appointed proxyholder entitled to vote at the Agnico Meeting, holding or representing, in the aggregate, at least 25% of the issued and outstanding Agnico Shares entitled to vote at the Agnico Meeting.

Q. How many Agnico Shares are entitled to be voted?

A. As of the Agnico Record Date, there were 244,865,927 Agnico Shares outstanding. Each Agnico Shareholder as of the Agnico Record Date is entitled to one vote per Agnico Share held on all matters to come before the Agnico Meeting.

Q. Does any Agnico Shareholder beneficially own 10% or more of the Agnico Shares?

A. No. As of the Agnico Record Date, to the knowledge of the directors and executive officers of Agnico, there is no Person that beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of Agnico carrying 10% or more of the voting rights attached to any class of voting securities of Agnico.

Q. What if I acquire ownership of Agnico Shares after the Agnico Record Date?

A. You will not be entitled to vote Agnico Shares acquired after the Agnico Record Date on the Agnico Resolution. Only Persons owning Agnico Shares as of the Agnico Record Date are entitled to vote their Agnico Shares on the Agnico Resolution.

Q. What if amendments are made to these matters or if other business matters are brought before the Agnico Meeting?

A. If you attend the Agnico Meeting and are eligible to vote, you may vote on the business matters as you choose.

If you have completed and returned a proxy form, the Persons named in the proxy form will have discretionary authority to vote on amendments or variations to the matters identified in the Notice of Special Meeting of Shareholders of Agnico or other matters that may properly come before the Agnico Meeting, or any adjournment or postponement thereof. At the date of this Circular, management of Agnico is not aware of any such amendments, variations or other matters which are expected to come before the Agnico Meeting. However, if any other matter properly comes before the Agnico Meeting, the accompanying applicable proxy will be voted on such matter in accordance with the best judgment of the Person voting the proxy, including with respect to any amendments or variations to the matters identified in this Circular.


Q. Am I a Registered Agnico Shareholder?

A. You are a Registered Agnico Shareholder if you have certificate(s) or DRS Statement(s) representing Agnico Shares issued in your name and appear as a registered Agnico Shareholder on the books of Agnico.

Q.  Am I a Non-Registered Agnico Shareholder (also commonly referred to as a beneficial shareholder)?

A. You are a Non-Registered Agnico Shareholder if your Agnico Shares are registered in the name of an Intermediary. If you are not sure whether you are a Registered Agnico Shareholder or a Non-Registered Agnico Shareholder, please contact Agnico's strategic shareholder advisor and proxy solicitation agent, Laurel Hill, by telephone at 1-877-452-7184 (toll free in North America), at 1-416-304-0211 (for collect calls outside of North America), or by email at assistance@laurelhill.com.

Q. How do I vote if I am a Registered Agnico Shareholder?

A. As a Registered Agnico Shareholder, you may either vote by proxy or vote by live Internet webcast by following the steps below.

 Registered Agnico Shareholders - Voting by Proxy

Voting by proxy is the easiest way for Registered Agnico Shareholders to cast their vote. Registered Agnico Shareholders can vote by proxy in any of the following ways:

By Telephone:

Call 1-866-732-8683 (toll-free in North America) or 1-312-588-4290 (outside North America). You will need your 15-digit control number, which can be found on your form of proxy. Please note that you cannot appoint anyone other than the directors and officers named on your form of proxy as your proxyholder if you vote by telephone.

   

By Internet:

Go to www.investorvote.com and follow the instructions on the screen. You will need your 15-digit control number, which can be found on your form of proxy.

   

By Fax:

Complete, sign and date your form of proxy and fax a copy of it to Computershare at 1-866-249-7775 (toll free within North America) or 1-416-263-9524 (outside North America).

   

By Mail:

Complete, sign and date your form of proxy and return it to Computershare, Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, ON, M5J 2Y1 in the envelope provided.

Agnico's named proxyholders are Sean Boyd, Vice-Chairman and Chief Executive Officer of Agnico or, failing him, Chris Vollmershausen, Senior Vice President, Legal, General Counsel & Corporate Secretary of Agnico or, failing him, Ammar Al-Joundi, President of Agnico. An Agnico Shareholder that wishes to appoint another Person or entity (who need not be an Agnico Shareholder) to represent such Agnico Shareholder at the Agnico Meeting may either insert the Person or entity's name in the blank space provided in the form of proxy or complete another proper form of proxy, submit the form of proxy and register such proxyholder with Computershare after submitting the form of proxy.

In order for a duly appointed proxyholder to represent an Agnico Shareholder at the Agnico Meeting, the Agnico Shareholder must register the proxyholder with Computershare once the Agnico Shareholder has submitted its form of proxy. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a unique control number, which is necessary in order for the proxyholder to participate in the Agnico Meeting. To register a duly appointed proxyholder, an Agnico Shareholder must go to https://www.computershare.com/AgnicoEagle by no later than 10:00 a.m. (Toronto time) on November 24, 2021 (or by 10:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Agnico Meeting) and provide Computershare with its proxyholder's contact information, so that Computershare may provide the proxyholder with a four-letter control number via email. If you appoint and register a non-management proxyholder, please ensure that they attend the Agnico Meeting for your vote to count.

 


Registered Agnico Shareholders - Voting by Live Internet Webcast

Only Registered Agnico Shareholders and duly appointed proxyholders will have the ability to view a live webcast of the Agnico Meeting, ask the Agnico Board questions and submit votes in real time at the Agnico Meeting.

A Registered Agnico Shareholder may attend and vote at the Agnico Meeting during the live webcast as follows:

(i) Log into https://virtual-meetings.tsxtrust.com/1233 at least 15 minutes before the start of the Agnico Meeting and ensure your web browser and Internet connection are working properly. Agnico Shareholders will need the latest version of Google Chrome, Apple Safari, Microsoft Edge or Mozilla Firefox web browsers in order to access the Agnico Meeting. Agnico Shareholders should not use Internet Explorer. Registered Agnico Shareholders should allow ample time to check into the Agnico Meeting and to complete the related procedures.

(ii) Click on "I have a control number" and enter the 15-digit control number on the accompanying form of proxy.

(iii) Enter the password (case sensitive): "agnico2021".

(iv) Follow the instructions to access the Agnico Meeting and vote when prompted.

During the Agnico Meeting, Registered Agnico Shareholders and duly appointed proxyholders must ensure they are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Agnico Meeting. It is their responsibility to ensure Internet connectivity.

See "Information Concerning the Agnico Meeting" in this Circular.

Q. How do I vote if I am a Non-Registered Agnico Shareholder?

A. As a Non-Registered Agnico Shareholder, you may either vote by submitting voting instructions or vote by live Internet webcast by following the steps below.

Non-Registered Agnico Shareholders - Submitting Voting Instructions

If you are a Non-Registered Agnico Shareholder, your Intermediary will send you your proxy-related materials and a voting instruction form that allows you to vote on the Internet, by telephone or by mail. To vote, you should follow the instructions provided on your voting instruction form. Your Intermediary is required to ask for your voting instructions before the Agnico Meeting. Without specific instructions, your Intermediary is prohibited from voting your Agnico Shares at the Agnico Meeting. Agnico does not know for whose benefit the Agnico Shares registered in the name of CDS & Co., or another Intermediary, are held. Please contact your Intermediary if you do not receive a voting instruction form. Alternatively, you may receive from your Intermediary a pre-authorized form of proxy indicating the number of Agnico Shares to be voted, which you should complete, sign, date and return as directed on the form. Each Intermediary has its own procedures which should be carefully followed by Non-Registered Agnico Shareholders to ensure that their Agnico Shares are voted by their Intermediary on their behalf at the Agnico Meeting.


The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. If you are a Non-Registered Agnico Shareholder - holding your Agnico Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other Intermediary - you are requested to complete and return the voting instruction form in accordance with the instructions set out therein. Broadridge tabulates the results of all instructions received and provides appropriate instructions regarding the voting of Agnico Shares to be represented at the Agnico Meeting or any adjournment or postponement thereof. Agnico may utilize Broadridge's QuickVote™ service to assist eligible Non-Registered Agnico Shareholders that are "non-objecting beneficial owners" with voting their Agnico Shares over the telephone.

Non-Registered Agnico Shareholders - Voting by Live Internet Webcast

A Non-Registered Agnico Shareholder can only vote its Agnico Shares at the Agnico Meeting if: (a) it has previously appointed itself as the proxyholder for its Agnico Shares by printing its name in the space provided on the voting instruction form and submitting it as directed on the form; and (b) by no later than 10:00 a.m. (Toronto time) on November 24, 2021 (or by 10:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Agnico Meeting), it has gone to https://www.computershare.com/AgnicoEagle to register with Computershare and obtain a control number for the Agnico Meeting. This control number will allow a Non-Registered Agnico Shareholder to log in to the live webcast and vote at the Agnico Meeting. Without a control number, Non-Registered Agnico Shareholders will not be able to ask questions or vote at the Agnico Meeting.

A Non-Registered Agnico Shareholder may also appoint someone else as its proxyholder for its Agnico Shares by printing their name in the space provided on the voting instruction form and submitting it as directed on the form. If the Non-Registered Agnico Shareholder's proxyholder intends to attend and participate at the Agnico Meeting, after the voting instruction form has been submitted, the Non-Registered Agnico Shareholder must go to https://www.computershare.com/AgnicoEagle by no later than 10:00 a.m. (Toronto time) on November 24, 2021 (or by 10:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Agnico Meeting) to register so that Computershare may provide the proxyholder with a control number via email. Without a control number, a proxyholder may attend the Agnico Meeting as a guest but will not be able to ask questions or vote at the Agnico Meeting. Guests, including Non-Registered Agnico Shareholders who have not duly appointed themselves as proxyholder, can attend the Agnico Meeting by logging into the Agnico Meeting at https://virtual-meetings.tsxtrust.com/1233, selecting "I am a Guest" and filling in the required information.

Voting instructions must be received in sufficient time to allow the voting instruction form to be forwarded by the Non-Registered Agnico Shareholder's Intermediary to Computershare before 10:00 a.m. (Toronto time) on November 24, 2021. If a Non-Registered Agnico Shareholder plans to participate in the Agnico Meeting (or to have its proxyholder participate in the Agnico Meeting), such Agnico Shareholder or its proxyholder will not be entitled to vote or ask questions online unless the proper documentation is completed and received by the Agnico Shareholder's Intermediary well in advance of the Agnico Meeting to allow them to forward the necessary information to Computershare before 10:00 a.m. (Toronto time) on November 24, 2021. Non-Registered Agnico Shareholders should contact their respective Intermediaries well in advance of the Agnico Meeting and follow their instructions if they want to participate in the Agnico Meeting.

See "Information Concerning the Agnico Meeting" in this Circular.


Q. How do I vote if I am both a Registered Agnico Shareholder and a Non-Registered Agnico Shareholder?

A. Should you hold some shares as a Registered Agnico Shareholder and others as a Non-Registered Agnico Shareholder, you will have to use both voting methods described above.

Q. Who is soliciting my proxy?

A. The management of Agnico is soliciting your proxy.

The solicitation of proxies is intended to be primarily by mail but may also be made by telephone, email, Internet, fax transmission or other electronic means of communication or in person by the directors, officers, employees and representatives of Agnico. The total cost of soliciting proxies and mailing the materials in connection with the Agnico Meeting will be borne by Agnico. In addition, Agnico has retained Laurel Hill to assist it in connection with communicating to Agnico Shareholders in respect of the Arrangement.

Q. Who votes my Agnico Shares and how will they be voted if I return a proxy form?

A. The accompanying form of proxy, when properly signed, confers authority on the Persons named in it as proxies with respect to any amendments or variations to the matters identified in the Notice of Special Meeting of Shareholders of Agnico or other matters that may properly come before the Agnico Meeting, or any adjournment or postponement thereof. Notwithstanding the foregoing, the Persons named in the accompanying form of proxy will vote or withhold from voting the Agnico Shares in respect of which they are appointed in accordance with the direction of the Agnico Shareholder appointing them and if the Agnico Shareholder specifies a choice with respect to any matter to be voted upon, such Agnico Shareholders' Agnico Shares will be voted accordingly. If you sign and return your form of proxy without designating a proxyholder and do not give voting instructions or specify that you want your Agnico Shares withheld from voting, the Agnico representatives named in the form of proxy will vote your Agnico Shares FOR the Agnico Resolution.

IN THE ABSENCE OF ANY SUCH INSTRUCTION, AGNICO SHARES REPRESENTED BY PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED FOR THE AGNICO RESOLUTION.

Q. Can I appoint someone other than those named in the enclosed proxy forms to vote my Agnico Shares?

A. Yes, you have the right to appoint another Person of your choice. An Agnico Shareholder that wishes to appoint another Person or entity (who need not be an Agnico Shareholder) to represent such Agnico Shareholder at the Agnico Meeting may either insert the Person or entity's name in the blank space provided in the form of proxy or complete another proper form of proxy, submit the form of proxy and register such proxyholder with Computershare after submitting the form of proxy.

 See "Information Concerning the Agnico Meeting - Appointment and Revocation of Proxies" in this Circular.

Q.  What if my Agnico Shares are registered in more than one name or in the name of a company?

A. If your Agnico Shares are registered in more than one name, all registered Persons must sign the proxy form. If your Agnico Shares are registered in a company's name or any name other than your own, you may be required to provide documents proving your authorization to sign the proxy form for that company or name. For any questions about the proper supporting documents, contact Agnico's transfer agent, Computershare, before submitting your proxy form.


Q. Can I revoke a proxy or voting instruction?

A. Yes. An Agnico Shareholder who has voted by proxy may revoke it any time prior to the Agnico Meeting. To revoke a proxy, a Registered Agnico Shareholder may: (a) deliver a written notice to Agnico's registered office at 145 King Street East, Suite 400, Toronto, Ontario M5C 2Y7, Attention: Senior Vice President, Legal, General Counsel & Corporate Secretary, or to the offices of Computershare at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, facsimile: 1-866-249-7775, at any time up to and including the close of business on the last Business Day preceding the day of the Agnico Meeting, or any adjournment or postponement thereof; (b) vote again on the Internet or by phone at any time up to 10:00 a.m. (Toronto time) on November 24, 2021 (or by 10:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Agnico Meeting); or (c) complete a form of proxy that is dated later than the form of proxy being changed, and mailing it or faxing it as instructed on the form of proxy so that it is received before 10:00 a.m. (Toronto time) on November 24, 2021 (or by 10:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Agnico Meeting). If you log in to the Agnico Meeting, you will not be revoking any previously submitted proxies. However, if you vote on a ballot at the Agnico Meeting you will be revoking any and all previously submitted proxies. If you DO NOT wish to revoke your previously submitted proxies, do not vote at the Agnico Meeting. In addition, the proxy may be revoked by any other method permitted by Law. The written notice of revocation may be executed by the Agnico Shareholder or by an attorney who has the Agnico Shareholder's written authorization. If the Agnico Shareholder is a corporation, the written notice must be executed by its duly authorized officer or attorney.

Only Registered Agnico Shareholders have the right to directly revoke a proxy. Non-Registered Agnico Shareholders that wish to change their vote must arrange for their respective Intermediaries to revoke the proxy on their behalf in accordance with any requirements of the Intermediaries.

See "Information Concerning the Agnico Meeting" in this Circular.

Q. Are Kirkland Shareholders required to approve the Arrangement?

A. Yes. Completion of the Arrangement is also conditional upon approval by Kirkland Shareholders of the Arrangement Resolution at the Kirkland Meeting which is scheduled to be held at 11:00 a.m. on November 26, 2021.

 In order to be effective, the Arrangement Resolution must be approved, with or without variation, by the affirmative vote of at least two-thirds of the votes cast by Kirkland Shareholders present (virtually) or represented by proxy and entitled to vote at the Kirkland Meeting. If the Arrangement Resolution is not approved by the requisite vote of the Kirkland Shareholders at the Kirkland Meeting, the Arrangement will not be completed. Kirkland Shareholders will not be asked to vote on any of the matters to be considered and voted upon at the Agnico Meeting.

Q. Should I send in my proxy now?

A. Yes. Once you have carefully read and considered the information in this Circular, you should complete and submit the enclosed voting instruction form or form of proxy. You are encouraged to vote well in advance of the proxy cut-off time at 10:00 a.m. (Toronto time) on November 24, 2021 to ensure your Agnico Shares are voted at the Agnico Meeting. If the Agnico Meeting is adjourned or postponed, your proxy must be received not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed Agnico Meeting. The time limit for deposit of proxies may be waived or extended by the chair of the Agnico Meeting at his or her discretion, with or without notice. The chair is under no obligation to accept or reject any particular late proxy.


Q. Who is responsible for counting and tabulating the votes by proxy?

A. Votes by proxy will be counted and tabulated by Computershare.

Q. What if I have other questions?

A. If you have any questions regarding the Agnico Meeting, please contact Agnico's strategic shareholder advisor and proxy solicitation agent, Laurel Hill, by telephone at 1-877-452-7184 (toll- free in North America), at 1-416-304-0211 (for collect calls outside of North America), or by email at assistance@laurelhill.com.


KIRKLAND SHAREHOLDERS - QUESTIONS AND ANSWERS

This Circular is furnished in connection with the solicitation of proxies by or on behalf of management of Kirkland for use at the Kirkland Meeting, to be held at 11:00 a.m. (Toronto time) on November 26, 2021 via live webcast available online using the TSX Trust virtual shareholder meeting platform at https://virtual-meetings.tsxtrust.com/1231 for the purposes indicated in the Notice of Special Meeting of Shareholders of Kirkland. Capitalized terms used but not otherwise defined in this "Kirkland Shareholders - Questions and Answers" section have the meanings ascribed thereto under "Glossary of Terms" in this Circular.

Your vote is important. The following are key questions that you as a Kirkland Shareholder may have regarding the proposed Arrangement involving Agnico, Kirkland and the Kirkland Shareholders, to be considered at the Kirkland Meeting. The information contained below is of a summary nature and therefore is not complete and is qualified in its entirety by the more detailed information contained elsewhere in or incorporated by reference in this Circular, including the Appendices hereto, all of which are important and should be reviewed carefully. You are urged to carefully read the remainder of this Circular as the information in this section does not provide all of the information that might be important to you with respect to the Arrangement. Additional important information is also contained in the Appendices to, and the documents incorporated by reference into, this Circular.

Questions Relating to the Arrangement

Q. What is the proposed transaction?

A. On September 28, 2021, Kirkland and Agnico entered into the Merger Agreement pursuant to which the Parties agreed to undertake the Arrangement. The Arrangement is a "merger-of-equals" between Kirkland and Agnico to be effected by way of an acquisition by Agnico of all of the issued and outstanding Kirkland Shares (other than Kirkland Shares held by Dissenting Shareholders, if any) in exchange for shares of Agnico by way of a court-approved plan of arrangement under section 182 of the OBCA. Under the Arrangement, each Kirkland Shareholder (other than any Dissenting Shareholders) will receive 0.7935 of an Agnico Share for each Kirkland Share or Kirkland CDI held. If the Arrangement is completed, Kirkland will become a wholly-owned Subsidiary of Agnico.

Q. What are the reasons for the proposed transaction?

A. In making their respective recommendations, the Agnico Board and the Kirkland Board have reviewed and considered a number of factors relating to the Arrangement, including those listed below, with the benefit of advice from their respective senior management teams and financial and legal advisors, and, in the case of the Kirkland Board, the recommendation of the Kirkland Special Committee. The following is a summary of the principal reasons for the respective recommendations of the Agnico Board and the Kirkland Board:

  • Creating a World-Leading Senior Gold Producer. The Arrangement will create the Combined Company, which will be a high-quality senior gold producer with the lowest all-in sustaining cost per ounce of gold, highest EBITDA margin and lowest-risk portfolio of operating mines among its Senior Gold Peers. The Combined Company is expected to produce approximately 3.4 million of ounces of gold in 2021 on a pro forma basis.

  • Enhances Position in one of the Most Prolific and Prospective Gold Regions in the World. The Combined Company is expected to be Canada's leading gold producer, with anticipated production in the country of approximately 2.5 million ounces of gold in 2021, or approximately 75% of 3.4 million ounces of total expected gold production, on a pro forma basis. The combined portfolio will be anchored by high-quality gold production in Ontario, Quebec and Nunavut in Canada, as well as at the Fosterville Mine in Victoria, Australia, Kittila in the Lapland region of Northern Finland and Pinos Altos and La India in Northern Mexico.


  • Unique Synergies to Drive Significant Value Creation.

    • The combination of Agnico and Kirkland creates a unique opportunity to unlock significant operational, development and strategic synergies along the Abitibi-Kirkland Lake corridor and to leverage sector-leading technical expertise to create additional value across the portfolio.

    • The Combined Company is expected to generate over $0.8 billion and $2 billion in pre-tax synergies and optimization benefits over the next five and ten years, respectively, including:

      • approximately $145 million over five years and $320 million over 10 years in corporate synergies, including head office general and administrative expenses, offices, payroll, legal and other;

      • approximately $130 million per year, $440 million over five years and $1.1 billion over 10 years in operational synergies, including procurement, warehousing, logistics, processing, centralized control, data management and accelerated innovation and other; and

      • approximately $240 million over five years and $590 million over 10 years in strategic optimization, including optimizing and consolidating infrastructure, project improvement (for example, Upper Beaver, Upper Canada and Amalgamated Kirkland) and sharing of best practices.

    • While substantially unquantified, the Arrangement also offers significant potential for more efficient sharing of established competencies developed individually by Kirkland and Agnico, as well as significant opportunity to successfully innovate as operations are modernized.

  • Maintain a Strong Leadership Team with a Proven Track-Record. The Combined Company will benefit from the combination of two strong management teams with proven track-records of growing per share value in key metrics such as production, mineral reserves, cash flow and net asset value.

  • Unparalleled Track Record of Growing Mineral Reserves and Mineral Resources. The Arrangement will combine the only two companies among the Senior Gold Peers to have grown mineral reserves and production per share over the last 10 years through consistent investment in exploration and value-added acquisitions.

  • Industry-Leading ESG with Ability to make Long-Term ESG Investments. The Combined Company is positioned to be a leader in ESG initiatives, with one of the lowest greenhouse gas emission rates per ounce, and will have an enhanced ability, through the sharing of established competencies, joined forces on innovation and scale, to be a more effective collaborator with key suppliers, government and communities, and to become net zero by 2050 or sooner.

  • Enhances and Adds Flexibility to an Attractive Minesite and Project Pipeline. The Arrangement will combine a robust pipeline of growth projects and exploration opportunities. These projects are located in existing mining camps and are expected to drive manageable, relatively low-risk, high-return production growth over the next decade and more. For example, there is an opportunity to develop Agnico's Kirkland Lake area greenfield development assets, with the benefit of Kirkland's established infrastructure at the Macassa Mine and the Holt Complex.

  • Provides the Financial Strength to Increase Capital Distributions to Shareholders While Investing in Growth Projects. The increased financial strength of the Combined Company is expected to provide enhanced financial flexibility to fund both the robust pipeline of growth projects and to build on a proven track record of growing sustainable capital returns to shareholders while also maintaining a strong investment-grade balance sheet.


  • Comprehensive Arm's Length Negotiations. The terms of the Merger Agreement and the Arrangement are the result of a comprehensive negotiation process, undertaken with the oversight and participation of Agnico's and Kirkland's respective legal counsel and financial advisors.

  • Stakeholder Analysis. The terms of the Merger Agreement treat all stakeholders of Agnico and Kirkland, respectively, equitably and fairly.

  • Shareholder and Court Approval. The Arrangement is subject to the following shareholder and court approvals, which protect Agnico Shareholders and Kirkland Shareholders:

    • the Arrangement Resolution requires approval of at least two-thirds of the votes cast by Kirkland Shareholders present (virtually) or represented by proxy and entitled to vote at the Kirkland Meeting;

    • the Agnico Resolution requires the approval of at least a simple majority of the votes cast by Agnico Shareholders present (virtually) or represented by proxy and entitled to vote at the Agnico Meeting; and

    • the Arrangement is subject to a determination of the Court that the Arrangement is fair and reasonable, both procedurally and substantively, to Kirkland Shareholders and other affected Persons.

  • Regulatory Approvals. The likelihood that the transaction will receive the Key Regulatory Approvals under applicable Laws, based on the advice of the Parties' legal and other advisors in connection with such Key Regulatory Approvals.

  • Ability to Close. Each of Agnico and Kirkland believes that the Parties are committed to completing the Arrangement, has a proven track record of completing deals, and anticipates that the Parties will be able to complete the Arrangement, in accordance with the terms of the Merger Agreement, within a reasonable time and in any event prior to the Outside Date.

  • Superior Proposals. The Merger Agreement permits the Agnico Board and the Kirkland Board, in the exercise of their respective fiduciary duties, to respond, prior to the Agnico Meeting and the Kirkland Meeting, to certain unsolicited acquisition proposals that are more favourable, from a financial point of view, to Agnico Shareholders or Kirkland Shareholders, as the case may be, than the Arrangement.

  • Support of Directors and Officers. Directors and officers of Agnico and Kirkland have entered into the Agnico Support and Voting Agreements and the Kirkland Support and Voting Agreements with Kirkland and Agnico, respectively, pursuant to which, and subject to the terms thereof, they have agreed, among other things, to vote their Agnico Shares in favour of the Agnico Resolution and to vote their Kirkland Shares in favour of the Arrangement Resolution, as applicable.

See "The Arrangement - Reasons for the Arrangement" for further information.

Q. Has the Kirkland Board unanimously approved the Arrangement?

A. Yes, the Kirkland Board, having undertaken a thorough review of, and having carefully considered the terms of the Arrangement and the Merger Agreement, and after consulting with its financial and legal advisors, including having received and taken into account the Kirkland Fairness Opinions, the unanimous recommendation of the Kirkland Special Committee and such other matters as it considered necessary and relevant, including the factors set out below under the headings "The Arrangement - Reasons for the Arrangement" and "The Arrangement - Additional Kirkland Reasons", unanimously determined that the Arrangement is in the best interests of Kirkland and that the Consideration is fair to the Kirkland Shareholders and authorized Kirkland to enter into the Merger Agreement and all related agreements. Accordingly, the Kirkland Board has unanimously approved the Arrangement and the entering into by Kirkland of the Merger Agreement and unanimously recommends that the Kirkland Shareholders vote FOR the Arrangement Resolution.


Q. Does the Kirkland Board recommend that I vote FOR the Arrangement Resolution?

A. Yes, the Kirkland Board unanimously recommends that the Kirkland Shareholders vote FOR the Arrangement Resolution.

Q. Who has agreed to support the Arrangement?

A. Agnico has entered into Kirkland Support and Voting Agreements with certain directors and officers of Kirkland, pursuant to which the Kirkland Supporting Shareholders have agreed, among other things and subject to the terms and conditions of the Kirkland Support and Voting Agreements, to vote their Kirkland Shares in favour of the Arrangement Resolution. As at the Kirkland Record Date, the Kirkland Supporting Shareholders collectively beneficially owned or exercised control or direction over 139,626 Kirkland Shares, representing approximately 0.05% of the issued and outstanding Kirkland Shares.

Q. What percentage of the outstanding Combined Company will Agnico Shareholders and Kirkland Shareholders own, respectively, following completion of the Arrangement?

A. Former Agnico Shareholders and Former Kirkland Shareholders are expected to own approximately 54% and 46% of the Agnico Shares in the Combined Company, respectively, immediately after completion of the Arrangement (on a non-diluted basis), in each case based on the number of Agnico Shares and Kirkland Shares issued and outstanding as of September 27, 2021.

Q. What is required for the Arrangement to become effective?

A. The obligations of Kirkland and Agnico to consummate the Arrangement and the other transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver of a number of conditions, including, among others: (i) approval of the Arrangement Resolution by the required vote of Kirkland Shares at the Kirkland Meeting in accordance with the Interim Order; (ii) approval of the Agnico Resolution by the required vote of Agnico Shareholders at the Agnico Meeting in accordance with Law; (iii) the Final Order having been obtained on terms consistent with the Merger Agreement, and not having been set aside or modified in a manner unacceptable to either Agnico or Kirkland, each acting reasonably; (iv) conditional approval or authorization of the listing of the Agnico Shares to be issued in connection with the Arrangement on the TSX and the NYSE, subject only to customary listing conditions, as applicable; (v) receipt of the FIRB Approval; (vi) no Law being in effect that makes the completion of the Arrangement illegal or otherwise prohibits or enjoins the Parties from the completing the Arrangement; (vii) the Agnico Shares and the Agnico Replacement Options to be issued in connection with the Arrangement being exempt from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; and (viii) the Parties having taken all actions required by the Merger Agreement to give effect to the governance matters set out in the Merger Agreement, with effect as of the Effective Time.

On October 4, 2021, the Commissioner issued an ARC to Agnico in respect of the Arrangement. Receipt of the ARC constitutes the Competition Act Approval.

Agnico has applied to list the Consideration Shares to be issued in connection with the Arrangement (including Agnico Shares to be issued on the exercise of the Agnico Replacement Options and the vesting of the other Kirkland Equity Awards following completion of the Arrangement) on the TSX and the NYSE and has received conditional approval from the TSX. Final approval of the TSX is conditional on the satisfaction by Agnico of customary conditions to listing imposed by the TSX. Agnico anticipates receiving all required authorizations from the NYSE prior to the closing of the Arrangement.


In order to become effective, the Arrangement Resolution must be approved by an affirmative vote of at least two-thirds of the votes cast on the Arrangement Resolution by Kirkland Shareholders present (virtually) or represented by proxy and entitled to vote at the Kirkland Meeting.

Q. When do you expect the Arrangement to be completed?

A. If approved, the Arrangement will become effective on the Effective Date, which Agnico and Kirkland currently expect to occur in December 2021 or during the first quarter of 2022. However, completion of the Arrangement is subject to a number of conditions and it is possible that factors outside of the control of Agnico and/or Kirkland could result in the Arrangement being completed at a later time or not at all.

Q. How will I know when all required approvals have been obtained?

A. Agnico and Kirkland will issue a press release once all the necessary approvals have been received and conditions to the completion of the Arrangement have been satisfied or waived, other than conditions that, by their terms, cannot be satisfied until the Effective Time.

Q. What will be the relationship between Agnico and Kirkland after completion of the Arrangement?

A. If the Arrangement is completed, Agnico will acquire all of the Kirkland Shares and Kirkland will become a wholly-owned Subsidiary of Agnico. Former Kirkland Shareholders and Former Agnico Shareholders are expected to own approximately 46% and 54% of the Agnico Shares in the Combined Company, respectively, immediately after completion of the Arrangement (on a non-diluted basis), in each case based on the number of Agnico Shares and Kirkland Shares issued and outstanding as of September 27, 2021.

Q. Where will the shares of the Combined Company be listed?

A. The Agnico Shares are currently listed and posted for trading on the TSX and the NYSE under the symbol "AEM". It is anticipated that, after completion of the Arrangement, the Combined Company will continue to trade on the TSX and the NYSE under the trading symbol "AEM". Agnico has applied to list the Consideration Shares to be issued in connection with the Arrangement (including Agnico Shares to be issued on the exercise of the Agnico Replacement Options and the vesting of the other Kirkland Equity Awards following completion of the Arrangement) on the TSX and the NYSE and has received conditional approval from the TSX. Final approval of the TSX is conditional on the satisfaction by Agnico of customary conditions to listing imposed by the TSX. Agnico anticipates receiving all required authorizations from the NYSE prior to the closing of the Arrangement.

 Unlike the Kirkland Shares, the Agnico Shares are not, and after completion of the Arrangement will not be, listed on the ASX.

Q. Who will be the directors and officers of the Combined Company following completion of the Arrangement?

A. Following completion of the Arrangement, the Combined Company Board will consist of 13 directors, comprised of seven directors from Agnico and six directors from Kirkland. The key senior management team of the Combined Company is expected to include: (1) Sean Boyd as Executive Chair of the Combined Company Board; (2) Tony Makuch as Chief Executive Officer of the Combined Company; (3) Ammar Al-Joundi as President of the Combined Company; (4) Jeffrey Parr as Vice-Chair of the Combined Company Board; and (5) Jamie Sokalsky as Lead Director of the Combined Company Board. Additional information with respect to the senior management of the Combined Company will be determined prior to the Effective Date.


Q. Why am I being asked to approve the Arrangement Resolution?

A. Subject to any order of the Court, the OBCA requires a corporation that wishes to undergo a court-approved arrangement to obtain, among other consents and approvals, the approval of its shareholders by special resolution passed by at least two-thirds of the votes cast by shareholders present or represented by proxy and entitled to vote on such matter. The Arrangement is a "merger-of-equals" between Agnico and Kirkland to be effected by way of an acquisition by Agnico of all of the issued and outstanding Kirkland Shares (other than Kirkland Shares held by Dissenting Shareholders, if any) in exchange for shares of Agnico by way of a court-approved plan of arrangement under section 182 of the OBCA involving, among others, Agnico and Kirkland.

Q. What will happen if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason?

A. If the Arrangement Resolution is not approved or the Arrangement is not completed for any reason, the Merger Agreement may be terminated and Kirkland will continue to operate independently. In certain circumstances, Kirkland will be required to pay to Agnico the Termination Amount in connection with such termination, or Agnico will be required to pay to Kirkland the Termination Amount in connection with such termination. In addition, in certain circumstances, each of Agnico and Kirkland will be required to pay the other Party an expense reimbursement of $20 million. If the Arrangement is not completed or its completion is materially delayed and/or the Merger Agreement is terminated, for any reason, the market price of Kirkland Shares may be materially adversely affected and Kirkland's business, financial condition or results of operations could also be subject to various material adverse consequences, including that Kirkland would remain liable for costs relating to the Arrangement. See "The Merger Agreement - Termination of the Merger Agreement" and "Risk Factors".

Q. What are the Canadian federal income tax consequences of the Arrangement?

A. The exchange of a Kirkland Share for an Agnico Share under the Arrangement will generally occur on a tax-deferred basis for Canadian federal income tax purposes.

For a summary of certain of the material Canadian federal income tax consequences of the Arrangement, Kirkland Shareholders should review the discussion under "Income Tax Considerations - Certain Canadian Federal Income Tax Considerations". Such discussion is not intended to be legal, business or tax advice and Kirkland Shareholders are urged to consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.

Q. What are the U.S. federal income tax consequences of the Arrangement?

A. Agnico and Kirkland intend to treat the Arrangement as a tax-deferred "reorganization" within the meaning of section 368 of the U.S. Tax Code. If the Arrangement qualifies as a reorganization, gain or loss generally would not be recognized by U.S. Holders for U.S. federal income tax purposes on their receipt of Agnico Shares in exchange for Kirkland Shares pursuant to the Arrangement. However, neither Agnico nor Kirkland has sought or obtained (or will seek or obtain) either a ruling from the IRS or an opinion of counsel regarding the tax consequences of the Arrangement.

The foregoing is subject in its entirety to the discussion of certain of the material U.S. federal income tax consequences of the Arrangement applicable to U.S. Holders and Non-U.S. Holders, see "Income Tax Considerations - Certain United States Federal Income Tax Considerations". Such summary is not intended to be legal, business or tax advice and Kirkland Shareholders are urged to consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.


Q. What are the Australian income tax consequences of the Arrangement for Australian Holders?

A. Subject to each Australian Holder's particular circumstances (including their specific tax profile), the disposal of Kirkland Shares or Kirkland CDIs pursuant to the Arrangement will generally result in a "CGT event" happening for Australian Holders for Australian income tax (including CGT) purposes. However, Australian Holders may be eligible to choose roll-over relief in certain circumstances as discussed in this Circular.

For a summary of certain of the material Australian federal income tax consequences of the Arrangement applicable to Australian Holders, see "Income Tax Considerations - Certain Australian Income Tax Considerations". Such summary is not intended to be legal, business or tax advice and Kirkland Shareholders are urged to consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.

Q. Are there any risks I should consider in connection with the Arrangement?

A. Yes. There are a number of risk factors relating to Kirkland's and Agnico's business and operations, the Arrangement and the Combined Company's business and operations following completion of the Arrangement, all of which should be carefully considered by Kirkland Shareholders in evaluating whether to approve the Arrangement Resolution. In addition to the risk factors described under the heading "Risk Factors" in the Kirkland AIF and under the heading "Risk Factors" in the Agnico AIF, which are specifically incorporated by reference into this Circular, see "Risk Factors" for a non-exhaustive list of certain additional and supplemental risk factors relating to the Arrangement and the business and operations of the Combined Company following completion of the Arrangement which Kirkland Shareholders should carefully consider before making a decision regarding approving the Arrangement Resolution.

Q. When will I receive the Consideration payable to me under the Arrangement for my Kirkland Shares?

A. You will receive the Consideration due to you under the Arrangement as soon as practicable after the Effective Date. In order for a Registered Kirkland Shareholder (other than Dissenting Shareholders) to receive the Consideration Shares they are entitled to receive pursuant to the Arrangement, such Registered Kirkland Shareholder must deposit the certificate(s) or DRS Statement(s) representing his, her or its Kirkland Shares with the Depositary (at the address specified on the last page of the Letter of Transmittal). The Letter of Transmittal, properly completed and duly executed, together with all other documents and instruments referred to in the Letter of Transmittal or as reasonably required by the Depositary, must accompany all certificate(s) or DRS Statement(s) for Kirkland Shares deposited for payment pursuant to the Arrangement. The exchange of Kirkland Shares for the Consideration Shares in respect of any Non-Registered Kirkland Shareholder (other than a holder of Kirkland CDIs) is expected to be made with the Non-Registered Kirkland Shareholder's Intermediary account through the procedures in place for such purposes between CDS or DTC and such Intermediary, as applicable, with no further action required by the Non-Registered Kirkland Shareholder. To prevent a delay in receiving the Consideration due under the Arrangement, Registered Kirkland Shareholders should consider re-registering their Kirkland Shares with an Intermediary prior to the Effective Date. For each Registered Kirkland Shareholder, accompanying this Circular is a Letter of Transmittal. The Letter of Transmittal will also be available under Kirkland's issuer profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

 Holders of Kirkland CDIs will not be provided with, and will not need to submit, a Letter of Transmittal. At the Effective Time, Kirkland CDI holders will cease to own Kirkland CDIs and will receive the applicable Consideration for each Kirkland CDI held. Holders of Kirkland CDIs should contact Computershare Australia if they have any questions regarding this process.


Q. Are Kirkland Shareholders entitled to Dissent Rights?

A. Yes. Under the Interim Order, Registered Kirkland Shareholders entitled to vote at the Kirkland Meeting are entitled to exercise Dissent Rights with respect to the Arrangement Resolution in the manner provided in section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order. Any Registered Kirkland Shareholder who exercises Dissent Rights in compliance with section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order, will be entitled, in the event that the Arrangement becomes effective, to be paid by Kirkland the fair value of the Kirkland Shares held by such Dissenting Shareholder determined as at the close of business on the day before the Arrangement Resolution is adopted.

Non-Registered Kirkland Shareholders who wish to dissent should be aware that only Registered Kirkland Shareholders entitled to vote at the Kirkland Meeting are entitled to Dissent Rights. Accordingly, a Non-Registered Kirkland Shareholder desiring to exercise Dissent Rights must make arrangements for the Kirkland Shares beneficially owned by such Non-Registered Kirkland Shareholder to be registered in such Non-Registered Kirkland Shareholder's name prior to the time the written objection to the Arrangement Resolution is required to be received by Kirkland or, alternatively, make arrangements for the registered holder of such Kirkland Shares to exercise Dissent Rights on the Non-Registered Kirkland Shareholder's behalf.

A Kirkland Shareholder's right to dissent is more particularly described in the Circular. A copy of the Interim Order and the text of section 185 of the OBCA are set forth in Appendix C and Appendix M, respectively, to the Circular. It is recommended that any Registered Kirkland Shareholder wishing to avail themselves of the Dissent Rights seek legal advice, as failure to comply with the provisions of section 185 of the OBCA, as so modified by the Plan of Arrangement and the Interim Order, and to adhere to the procedures established therein, may result in the loss of all rights thereunder. See "Dissenting Shareholder Rights".

Questions Relating to the Kirkland Meeting

Q. Why did I receive this Circular?

A. You received this Circular because you and the other Kirkland Shareholders and Kirkland CDI holders will be asked at the Kirkland Meeting to approve, by a special resolution, the Arrangement involving Kirkland and Agnico under section 182 of the OBCA, pursuant to which Agnico will acquire all of the issued and outstanding Kirkland Shares.

Q. How and when is the Kirkland Meeting being held?

A. In light of the ongoing impact of COVID-19 and the associated public health measures, Kirkland will be holding the Kirkland Meeting in a virtual-only format, which will be conducted via live webcast available online using the TSX Trust virtual shareholder meeting platform at https://virtual-meetings.tsxtrust.com/1231 on November 26, 2021 at 11:00 a.m. (Toronto time), subject to any adjournment or postponement thereof. Kirkland Shareholders will not be able to attend the Kirkland Meeting in person but will have an equal opportunity to participate in the Kirkland Meeting regardless of geographic location.

Q. How do I attend the Kirkland Meeting?

A. To attend the Kirkland Meeting, Kirkland Shareholders will need to go to the following website in their web browser on their smartphone, tablet or computer: https://virtual-meetings.tsxtrust.com/1231. Kirkland Shareholders will need the latest versions of Google Chrome, Apple Safari, Microsoft Edge or Mozilla Firefox web browsers in order to access the Kirkland Meeting. Kirkland Shareholders should not use Internet Explorer. To ensure that their web browser is compatible and Internet connection is working properly, Kirkland Shareholders should login to the Kirkland Meeting at least 15 minutes before the start of the Kirkland Meeting.


After logging in to the Kirkland Meeting at https://virtual-meetings.tsxtrust.com/1231, Registered Kirkland Shareholders or duly appointed proxyholders, if they have received a form of proxy or email, respectively, from TSX Trust with a control number, are to click "I have a control number" and enter the 12-digit control number on their form of proxy or email, as applicable, and the following case sensitive password: "kirkland2021". Kirkland Shareholders who do not have a control number are to select "I am a Guest" and fill in the required information. Kirkland CDI holders who wish to log into and listen to the Kirkland Meeting are to follow the above steps, select "I am a Guest" and fill in the required information. Kirkland CDI holders are not entitled to vote or ask questions during the Kirkland Meeting and may only attend the Kirkland Meeting as guests.

See "Information Concerning the Kirkland Meeting - Virtual Kirkland Meeting" and the Virtual Meeting Guide provided to you by TSX Trust for additional information on how to navigate the virtual meeting platform, including how to vote and ask question at, the Kirkland Meeting.

Registered Kirkland Shareholders and duly appointed proxyholders (including Non-Registered Kirkland Shareholders who have appointed themselves as proxyholder) will be able to attend the Kirkland Meeting, ask questions and vote at the Kirkland Meeting in real time. Kirkland CDI holders are not able to appoint themselves as a proxyholder and may only attend the Kirkland Meeting as guests. Non-Registered Kirkland Shareholders must carefully follow the procedures set out in this Circular in order to vote and ask questions through the live webcast. Guests, including Non-Registered Kirkland Shareholders who have not been duly appointed as proxyholders and Kirkland CDI holders, can log into the Kirkland Meeting as a guest. Guests may listen to the Kirkland Meeting but will not be entitled to vote or ask questions during the Kirkland Meeting.

If you have questions regarding the Kirkland Meeting portal or require assistance in accessing the Kirkland Meeting website, you may contact tsxtvgminfo@tsx.com. If you attend the Kirkland Meeting, you must remain connected to the Internet at all times during the Kirkland Meeting in order to vote when balloting commences. It is your responsibility to ensure Internet connectivity for the duration of the Kirkland Meeting.

Q. Am I entitled to vote?

A. You are entitled to vote if you were a holder of Kirkland Shares or Kirkland CDIs as of the close of business on October 13, 2021, the Kirkland Record Date. Each holder of Kirkland Shares as of the Kirkland Record Date is entitled to one vote per Kirkland Share held on all matters to come before the Kirkland Meeting.

Q. What am I voting on?

A. If you are a holder of Kirkland Shares or Kirkland CDIs, you will be voting on the Arrangement Resolution to approve a proposed plan of arrangement under the OBCA involving, among others, Kirkland and Agnico pursuant to which Agnico will acquire all of the issued and outstanding Kirkland Shares in exchange for the Consideration. If the Arrangement Resolution is not approved by the requisite vote of Kirkland Shareholders at the Kirkland Meeting, the Arrangement will not be completed.

Q. What constitutes quorum for the Kirkland Meeting?

A. Quorum for the Kirkland Meeting consists of two Persons present in person (virtually), each being a Kirkland Shareholder entitled to vote at the Kirkland Meeting, or a duly appointed proxy or proxyholder for an absent shareholder so entitled, holding or representing, in the aggregate not less than 10% of the issued Kirkland Shares enjoying voting rights at the Kirkland Meeting.


Q. How many Kirkland Shares are entitled to be voted?

A. As of the Kirkland Record Date, there were 263,696,770 Kirkland Shares outstanding. Each Kirkland Shareholder as of the Kirkland Record Date is entitled to one vote per Kirkland Share held on all matters to come before the Kirkland Meeting.

Q. Does any Kirkland Shareholder beneficially own 10% or more of the Kirkland Shares?

A. No. As at the Kirkland Record Date, to the knowledge of the directors and executive officers of Kirkland, there is no Person that beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of Kirkland carrying 10% or more of the voting rights attached to any class of voting securities of Kirkland.

Q. What if I acquire ownership of Kirkland Shares after the Kirkland Record Date?

A. You will not be entitled to vote Kirkland Shares or Kirkland CDIs acquired after the Kirkland Record Date on the Arrangement Resolution. Only Persons owning Kirkland Shares or Kirkland CDIs as of the Kirkland Record Date are entitled to vote their Kirkland Shares or Kirkland CDIs on the Arrangement Resolution.

Q. What if amendments are made to these matters or if other business matters are brought before the Kirkland Meeting?

A. If you attend the Kirkland Meeting and are eligible to vote, you may vote on the business matters as you choose.

If you have completed and returned a proxy form, the Persons named in the proxy form will have discretionary authority to vote on amendments or variations to the matters identified in the Notice of Special Meeting of Shareholders of Kirkland or other matters that may properly come before the Kirkland Meeting, or any adjournment or postponement thereof. At the date of this Circular, management of Kirkland is not aware of any such amendments, variations or other matters expected to come before the Kirkland Meeting. However, if any other matter properly comes before the Kirkland Meeting, the accompanying applicable proxy will be voted on such matter in accordance with the best judgment of the Person voting the proxy, including with respect to any amendments or variations to the matters identified in this Circular.

Q. Am I a Registered Kirkland Shareholder?

A. You are a Registered Kirkland Shareholder if you have certificate(s) or DRS Statement(s) representing Kirkland Shares issued in your name and appear as a registered Kirkland Shareholder on the books of Kirkland.

Q.  Am I a Non-Registered Kirkland Shareholder (also commonly referred to as a beneficial shareholder)?

A. You are a Non-Registered Kirkland Shareholder if your Kirkland Shares are registered in the name of an Intermediary. If you are not sure whether you are a Registered Kirkland Shareholder or a Non-Registered Kirkland Shareholder, please contact Kirkland's strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors by telephone at 1-877-659-1824 (toll free in North America), at 1-800-155-612 (toll free in Australia) or at 1-416-867-2272 (collect calls outside of North America), or by email at contactus@kingsdaleadvisors.com.

Q. How do I vote if I am a Registered Kirkland Shareholder?

A. As a Registered Kirkland Shareholder, you may either vote by proxy or vote by live Internet webcast by following the steps below.


 Registered Kirkland Shareholders - Voting by Proxy

Voting by proxy is the easiest way for Registered Kirkland Shareholders to cast their vote. Registered Kirkland Shareholders can vote by proxy in any of the following ways:

By Internet:

Go to www.voteproxyonline.com and follow the instructions on the screen. You will need your 12-digit control number, which can be found on your form of proxy.

   

By Fax:

Complete, sign and date your form of proxy and fax a copy of it to TSX Trust at 416-595-9593.

   

By Mail:

Complete, sign and date your form of proxy and return it to TSX Trust, at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4Y1, Attention: Proxy Department, in the envelope provided.

Kirkland's named proxyholders are Anthony Makuch, President and Chief Executive Officer of Kirkland or, failing him, Jennifer Wagner, Executive Vice President, Corporate Affairs and Sustainability of Kirkland. A Kirkland Shareholder that wishes to appoint another Person or entity (who need not be a Kirkland Shareholder) to represent such Kirkland Shareholder at the Kirkland Meeting may either insert the Person or entity's name in the blank space provided in the form of proxy or complete another proper form of proxy, submit the form of proxy and register such proxyholder with TSX Trust after submitting the form of proxy.

In order for a duly appointed proxyholder to represent a Kirkland Shareholder at the Kirkland Meeting, the Kirkland Shareholder must register the proxyholder with TSX Trust once the Kirkland Shareholder has submitted its form of proxy. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a control number that is required for them to vote at the Kirkland Meeting. To register a duly appointed proxyholder, a Kirkland Shareholder must complete and return the "Request For Control Number Form", which can be found at https://tsxtrust.com/resource/en/75, to TSX Trust by emailing tsxtrustproxyvoting@tmx.com, by no later than 11:00 a.m. (Toronto time) on November 24, 2021 (or by 11:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Kirkland Meeting), so that TSX Trust may provide the proxyholder with a control number via email. If you appoint and register a non-management proxyholder, please ensure that they attend the Kirkland Meeting for your vote to count.

Registered Kirkland Shareholders - Voting by Live Internet Webcast

Only Registered Kirkland Shareholders and duly appointed proxyholders will have the ability to view a live webcast of the Kirkland Meeting, ask the Kirkland Board questions and submit votes in real time at the Kirkland Meeting.

A Registered Kirkland Shareholder may attend and vote at the Kirkland Meeting during the live webcast as follows:

(i) Log into https://virtual-meetings.tsxtrust.com/1231 at least 15 minutes before the start of the Kirkland Meeting and ensure your web browser and Internet connection are working properly. Kirkland Shareholders will need the latest version of Google Chrome, Apple Safari, Microsoft Edge or Mozilla Firefox web browsers in order to access the Kirkland Meeting. Kirkland Shareholders should not use Internet Explorer. Registered Kirkland Shareholders should allow ample time to check into the Kirkland Meeting and to complete the related procedures.

(ii) Click on "I have a control number" and enter the 12-digit control number on the accompanying form of proxy.

 


(iii) Enter the password (case sensitive): "kirkland2021".

(iv) Follow the instructions to access the Kirkland Meeting and vote when prompted.

During the Kirkland Meeting, Registered Kirkland Shareholders and duly appointed proxyholders must ensure they are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Kirkland Meeting. It is their responsibility to ensure Internet connectivity.

See "Information Concerning the Kirkland Meeting" in this Circular.

Q. How do I vote if I am a Non-Registered Kirkland Shareholder (other than a Kirkland CDI holder)?

A. As a Non-Registered Kirkland Shareholder (other than a Kirkland CDI holder), you may either vote by submitting voting instructions or vote by live Internet webcast by following the steps below. Kirkland CDI holders should refer to the question "How do I vote if I am a Kirkland CDI holder?" below.

Non-Registered Kirkland Shareholders - Submitting Voting Instructions

If you are a Non-Registered Kirkland Shareholder, your Intermediary will send you your proxy-related materials and a voting instruction form that allows you to vote on the Internet, by telephone or by mail. To vote, you should follow the instructions provided on your voting instruction form. Your Intermediary is required to ask for your voting instructions before the Kirkland Meeting. Without specific instructions, your Intermediary is prohibited from voting your Kirkland Shares at the Kirkland Meeting. Kirkland does not know for whose benefit the Kirkland Shares registered in the name of CDS & Co., or another Intermediary, are held. Please contact your Intermediary if you do not receive a voting instruction form. Alternatively, you may receive from your Intermediary a pre-authorized form of proxy indicating the number of Kirkland Shares to be voted, which you should complete, sign, date and return as directed on the form. Each Intermediary has its own procedures which should be carefully followed by Non-Registered Kirkland Shareholders to ensure that their Kirkland Shares are voted by their Intermediary on their behalf at the Kirkland Meeting.

The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. If you are a Non-Registered Kirkland Shareholder - holding your Kirkland Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other Intermediary - you are requested to complete and return the voting instruction form in accordance with the instructions set out therein. Broadridge tabulates the results of all instructions received and provides appropriate instructions regarding the voting of Kirkland Shares to be represented at the Kirkland Meeting or any adjournment or postponement thereof. Kirkland may utilize Broadridge's QuickVote™ service to assist eligible Non-Registered Kirkland Shareholders that are "non-objecting beneficial owners" with voting their Kirkland Shares over the telephone.

Non-Registered Kirkland Shareholders - Voting by Live Internet Webcast

A Non-Registered Kirkland Shareholder can only vote its Kirkland Shares at the Kirkland Meeting if: (a) it has previously appointed itself as the proxyholder for its Kirkland Shares by printing its name in the space provided on the voting instruction form and submitting it as directed on the form; and (b) by no later than 11:00 a.m. (Toronto time) on November 24, 2021 (or by 11:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Kirkland Meeting), it has completed and returned the "Request For Control Number Form", which can be found at https://tsxtrust.com/resource/en/75, to TSX Trust by emailing tsxtrustproxyvoting@tmx.com, so that TSX Trust may provide the proxyholder with a control number via email. This control number will allow a Non-Registered Kirkland Shareholder to log in to the live webcast and vote at the Kirkland Meeting. Without a control number, Non-Registered Kirkland Shareholders will not be able to ask questions or vote at the Kirkland Meeting.


A Non-Registered Kirkland Shareholder may also appoint someone else as its proxyholder for its Kirkland Shares by printing their name in the space provided on the voting instruction form and submitting it as directed on the form. If the Kirkland Shareholder's proxyholder intends to attend and participate at the Kirkland Meeting, after the voting instruction form has been submitted, the Non-Registered Kirkland Shareholder must complete and return the "Request For Control Number Form", which can be found at https://tsxtrust.com/resource/en/75, to TSX Trust by emailing tsxtrustproxyvoting@tmx.com by no later than 11:00 a.m. (Toronto time) on November 24, 2021 (or by 11:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Kirkland Meeting), so that TSX Trust may provide the proxyholder with a control number via email. Without a control number, a proxyholder may attend the Kirkland Meeting as a guest but will not be able to ask questions or vote at the Kirkland Meeting. Guests, including Non-Registered Kirkland Shareholders who have not duly appointed themselves as proxyholder and Kirkland CDI holders, can attend the Kirkland Meeting by logging in to the Kirkland Meeting at https://virtual-meetings.tsxtrust.com/1231 selecting "I am a Guest" and filling in the required information.

Voting instructions must be received in sufficient time to allow the voting instruction form to be forwarded by the Non-Registered Kirkland Shareholder's Intermediary to TSX Trust before 11:00 a.m. (Toronto time) on November 24, 2021. If a Non-Registered Kirkland Shareholder plans to participate in the Kirkland Meeting (or to have its proxyholder participate in the Kirkland Meeting), such Kirkland Shareholder or its proxyholder will not be entitled to vote or ask questions online unless the proper documentation is completed and received by the Kirkland Shareholder's Intermediary well in advance of the Kirkland Meeting to allow them to forward the necessary information to TSX Trust before 11:00 a.m. (Toronto time) on November 24, 2021. Non-Registered Kirkland Shareholders should contact their respective Intermediaries well in advance of the Kirkland Meeting and follow their instructions if they want to participate in the Kirkland Meeting.

See "Information Concerning the Kirkland Meeting" in this Circular.

Q. How do I vote if I am both a Registered Kirkland Shareholder and a Non-Registered Kirkland Shareholder?

A. Should you hold some shares as a Registered Kirkland Shareholder and others as a Non-Registered Kirkland Shareholder, you will have to use both voting methods described above. If you are a Kirkland CDI holder, you will have to direct the votes attaching to those Kirkland CDIs using the method described immediately below.

Q. How do I vote if I am a Kirkland CDI holder?

A. A Kirkland CDI is a CHESS depositary interest representing an uncertificated unit of beneficial ownership of an underlying Kirkland Share, which is registered in the name of CDN.

As the holders of Kirkland CDIs are not the legal owners of the underlying Kirkland Shares, CDN is entitled to vote at the Kirkland Meeting at the instruction of the holders of the Kirkland CDIs. As a result, holders of Kirkland CDIs can expect to receive a CDI VIF, together with the other Kirkland Meeting Materials from Computershare Australia. These CDI VIFs are to be completed and returned to Computershare Australia in accordance with the instructions contained therein. CDN is required to follow the voting instructions properly received from holders of Kirkland CDIs.

If you hold your interest in Kirkland CDIs through an Intermediary, you will need to follow the instructions of your Intermediary.


Q. Who is soliciting my proxy?

A. The management of Kirkland is soliciting your proxy.

The solicitation of proxies is intended to be primarily by mail but may also be made by telephone, email, Internet, fax transmission or other electronic means of communication or in person by the directors, officers, employees and representatives of Kirkland. The total cost of soliciting proxies and mailing the materials in connection with the Kirkland Meeting will be borne by Kirkland. In addition, Kirkland has retained Kingsdale Advisors to assist it in connection with communicating to Kirkland Shareholders in respect of the Arrangement.

Q. Who votes my Kirkland Shares and how will they be voted if I return a proxy form?

A. The accompanying form of proxy, when properly signed, confers authority on the Persons named in it as proxies with respect to any amendments or variations to the matters identified in the Notice of Special Meeting of Shareholders of Kirkland or other matters that may properly come before the Kirkland Meeting, or any adjournment or postponement thereof. Notwithstanding the foregoing, the Persons named in the accompanying form of proxy will vote or withhold from voting the Kirkland Shares in respect of which they are appointed in accordance with the direction of the Kirkland Shareholder appointing them and if the Kirkland Shareholder specifies a choice with respect to any matter to be voted upon, such Kirkland Shareholders' Kirkland Shares will be voted accordingly. If you sign and return your form of proxy without designating a proxyholder and do not give voting instructions or specify that you want your Kirkland Shares withheld from voting, the Kirkland representatives named in the form of proxy will vote your Kirkland Shares FOR the Arrangement Resolution.

IN THE ABSENCE OF ANY SUCH INSTRUCTION, KIRKLAND SHARES REPRESENTED BY PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED FOR THE ARRANGEMENT RESOLUTION.

Q. Can I appoint someone other than those named in the enclosed proxy forms to vote my Kirkland Shares?

A. Yes, you have the right to appoint another Person of your choice. A Kirkland Shareholder that wishes to appoint another Person or entity (who need not be a Kirkland Shareholder) to represent such Kirkland Shareholder at the Kirkland Meeting may either insert the Person or entity's name in the blank space provided in the form of proxy or complete another proper form of proxy, submit the form of proxy and register such proxyholder with TSX Trust after submitting the form of proxy.

See "Information Concerning the Kirkland Meeting - Appointment and Revocation of Proxies" in this Circular.

Q.  What if my Kirkland Shares are registered in more than one name or in the name of a company?

A. If your Kirkland Shares are registered in more than one name, all registered Persons must sign the proxy form. If your Kirkland Shares are registered in a company's name or any name other than your own, you may be required to provide documents proving your authorization to sign the proxy form for that company or name. For any questions about the proper supporting documents, contact Kirkland's transfer agent, TSX Trust Company before submitting your proxy form.

Q. Can I revoke a proxy or voting instruction?

 


A. Yes. A Kirkland Shareholder who has voted by proxy may revoke it any time prior to the Kirkland Meeting. To revoke a proxy, a Registered Kirkland Shareholder may: (a) deliver a written notice which is either delivered to the offices of TSX Trust, at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4Y1, Attention: Proxy Department, at any time up to and including the close of business on the last Business Day preceding the day of the Kirkland Meeting, or any adjournment or postponement thereof; (b) vote again on the Internet or by phone at any time up to 11:00 a.m. (Toronto time) on November 24, 2021 (or by 11:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Kirkland Meeting); or (c) complete a form of proxy that is dated later than the form of proxy being changed, and mailing it or faxing it as instructed on the form of proxy so that it is received before 11:00 a.m. (Toronto time) on November 24, 2021 (or by 11:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Kirkland Meeting). If you log in to the Kirkland Meeting using a TSX Trust control number, you will not be revoking any previously submitted proxies. However, if you vote on a ballot at the Kirkland Meeting you will be revoking any and all previously submitted proxies. If you DO NOT wish to revoke your previously submitted proxies, do not vote at the Kirkland Meeting. In addition, the proxy may be revoked by any other method permitted by Law. The written notice of revocation may be executed by the Kirkland Shareholder or by an attorney who has the Kirkland Shareholder's written authorization. If the Kirkland Shareholder is a corporation, the written notice must be executed by its duly authorized officer or attorney.

Only Registered Kirkland Shareholders have the right to directly revoke a proxy. Non-Registered Kirkland Shareholders (other than Kirkland CDI holders) that wish to change their vote must arrange for their respective Intermediaries to revoke the proxy on their behalf in accordance with any requirements of the Intermediaries. Holders of Kirkland CDIs that wish to change their vote must arrange for CDN to revoke the proxy on their behalf in accordance with any requirements of CDN.

See "Information Concerning the Kirkland Meeting" in this Circular.

Q. Are Agnico Shareholders required to approve the Arrangement?

A. Yes. Completion of the Arrangement is also conditional upon approval by Agnico Shareholders of the Agnico Resolution at the Agnico Meeting which is scheduled to be held at 10:00 a.m. on November 26, 2021.

 In order to be effective, the Agnico Resolution must be approved, with or without variation, by the affirmative vote of at least a simple majority of the votes cast by Agnico Shareholders present (virtually) or represented by proxy and entitled to vote at the Agnico Meeting. If the Agnico Resolution is not approved by the requisite vote of the Agnico Shareholders at the Agnico Meeting, the Arrangement will not be completed. Agnico Shareholders will not be asked to vote on any of the matters to be considered and voted upon at the Kirkland Meeting.

Q. Should I send in my proxy now?

A. Yes. Once you have carefully read and considered the information in this Circular, you should complete and submit the enclosed voting instruction form or form of proxy. You are encouraged to vote well in advance of the proxy cut-off time at 11:00 a.m. (Toronto time) on November 24, 2021 to ensure your Kirkland Shares are voted at the Kirkland Meeting. If the Kirkland Meeting is adjourned or postponed, your proxy must be received not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed Kirkland Meeting. The time limit for deposit of proxies may be waived or extended by the chair of the Kirkland Meeting at his or her discretion, with or without notice. The chair is under no obligation to accept or reject any particular late proxy.


Q. Who is responsible for counting and tabulating the votes by proxy?

A. Votes by proxy are counted and tabulated by Kirkland's transfer agent, TSX Trust.

Q. What if I have other questions?

A.  If you have any questions about this Circular or the matters described in this Circular, please contact your professional advisor. If you would like additional copies, without charge, of this Circular, have any questions regarding the Kirkland Meeting or require assistance with voting your proxy, please contact Kirkland's strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors by telephone at 1-877-659-1824 (toll-free in North America), at 1-800-155-612 (toll free in Australia) or at 1-416-867-2272 (collect calls outside of North America), or by email at contactus@kingsdaleadvisors.com.


SUMMARY

The following is a summary of certain information contained or incorporated by reference in this Circular, including its Appendices. This summary is not intended to be complete and is qualified in its entirety by the more detailed information contained elsewhere in this Circular, the attached Appendices and in the documents incorporated by reference, all of which are important and should be reviewed carefully. Capitalized terms used in this summary without definition have the meanings ascribed to them in the "Glossary of Terms". Shareholders are urged to read this Circular, the attached Appendices and the documents incorporated by reference carefully and in their entirety.

The Arrangement

On September 28, 2021, Agnico and Kirkland entered into the Merger Agreement pursuant to which Agnico agreed to acquire all of the issued and outstanding Kirkland Shares. The Arrangement will be effected by way of a court-approved Plan of Arrangement under the OBCA involving, among others, Kirkland and Agnico, pursuant to the terms of the Merger Agreement, the Interim Order and the Final Order. If completed, the Arrangement will result in Agnico acquiring all of the issued and outstanding Kirkland Shares on the Effective Date, and Kirkland will become a wholly-owned subsidiary of Agnico and Agnico will continue the operations of Agnico and Kirkland on a combined basis.

Pursuant to the Plan of Arrangement, at the Effective Time, Kirkland Shareholders (other than Dissenting Shareholders) will receive 0.7935 of an Agnico Share for each Kirkland Share or Kirkland CDI held at the Effective Time. Former Agnico Shareholders and Former Kirkland Shareholders are expected to own approximately 54% and 46% of the Agnico Shares in the Combined Company, respectively, immediately after completion of the Arrangement (on a non-diluted basis), in each case based on the number of Agnico Shares and Kirkland Shares issued and outstanding as of September 27, 2021.

The board of directors of the Combined Company (the "Combined Company Board") will consist of 13 directors, comprised of seven directors from Agnico and six directors from Kirkland. The key senior management team and directors will include: (1) Sean Boyd as Executive Chair of the Combined Company Board; (2) Tony Makuch as Chief Executive Officer of the Combined Company; (3) Ammar Al-Joundi as President of the Combined Company; (4) Jeffrey Parr as Vice-Chair of the Combined Company Board; and (5) Jamie Sokalsky as Lead Director of the Combined Company Board. Additional information with respect to the senior management of the Combined Company will be determined prior to the Effective Date. See "The Arrangement" and "Information Concerning the Combined Company Following the Arrangement".

Background to the Arrangement

The Merger Agreement is the result of an arm's length negotiation between Agnico and Kirkland and their respective legal and financial advisors. The background to the Arrangement is set forth in this Circular. See "The Arrangement - Background to the Arrangement".

Recommendation of the Agnico Board

The Agnico Board, having undertaken a thorough review of, and having carefully considered the terms of the Arrangement and the Merger Agreement, and after consulting with its financial and legal advisors, including having received and taken into account the Agnico Fairness Opinions and such other matters as it considered necessary and relevant, has unanimously determined that the Arrangement is in the best interests of Agnico and authorized Agnico to enter into the Merger Agreement and all related agreements.

Accordingly, the Agnico Board has unanimously approved the Arrangement and the entering into by Agnico of the Merger Agreement and unanimously recommends that the Agnico Shareholders vote FOR the Agnico Resolution. See "The Arrangement - Recommendation of the Agnico Board".


Recommendation of the Kirkland Special Committee

The Kirkland Special Committee, having undertaken a thorough review of, and having carefully considered the terms of the Arrangement and the Merger Agreement, and after consulting with management of Kirkland and its independent financial and legal advisors, including having received and taken into account the CIBC Capital Markets Fairness Opinion and such other matters as it considered necessary and relevant, unanimously recommended to the Kirkland Board that the Kirkland Board determine that the Arrangement is in the best interest of Kirkland and that the Consideration is fair to the Kirkland Shareholders and that the Kirkland Board authorize Kirkland to enter into the Merger Agreement and all related agreements and recommend that Kirkland Shareholders vote in favour of the Arrangement Resolution.

Recommendation of the Kirkland Board

The Kirkland Board, having undertaken a thorough review of, and having carefully considered the terms of the Arrangement and the Merger Agreement, and after consulting with its financial and legal advisors, including having received and taken into account the Kirkland Fairness Opinions, the unanimous recommendation of the Kirkland Special Committee and such other matters as it considered necessary and relevant, has unanimously determined that the Arrangement is in the best interests of Kirkland and that the Consideration is fair to the Kirkland Shareholders and authorized Kirkland to enter into the Merger Agreement and all related agreements.

Accordingly, the Kirkland Board has unanimously approved the Arrangement and the entering into by Kirkland of the Merger Agreement and unanimously recommends that the Kirkland Shareholders vote FOR the Arrangement Resolution. See "The Arrangement - Recommendation of the Kirkland Board".

Reasons for the Arrangement

In making their respective recommendations, the Agnico Board and the Kirkland Board have reviewed and considered a number of factors relating to the Arrangement, including those listed below, with the benefit of advice from their respective senior management teams and financial and legal advisors, and, in the case of the Kirkland Board, the recommendation of the Kirkland Special Committee. The following is a summary of the principal reasons for the respective recommendations of the Agnico Board and the Kirkland Board:

  • Creating a World-Leading Senior Gold Producer. The Arrangement will create the Combined Company, which will be a high-quality senior gold producer with the lowest all-in sustaining cost per ounce of gold, highest EBITDA margin and lowest-risk portfolio of operating mines among its Senior Gold Peers. The Combined Company is expected to produce approximately 3.4 million of ounces of gold in 2021 on a pro forma basis.

  • Enhances Position in one of the Most Prolific and Prospective Gold Regions in the World. The Combined Company is expected to be Canada's leading gold producer, with anticipated production in the country of approximately 2.5 million ounces of gold in 2021, or approximately 75% of 3.4 million ounces of total expected gold production, on a pro forma basis. The combined portfolio will be anchored by high-quality gold production in Ontario, Quebec and Nunavut in Canada, as well as at the Fosterville Mine in Victoria, Australia, Kittila in the Lapland region of Northern Finland and Pinos Altos and La India in Northern Mexico.

  • Unique Synergies to Drive Significant Value Creation.

    • The combination of Agnico and Kirkland creates a unique opportunity to unlock significant operational, development and strategic synergies along the Abitibi-Kirkland Lake corridor and to leverage sector-leading technical expertise to create additional value across the portfolio.


  • The Combined Company is expected to generate over $0.8 billion and $2 billion in pre-tax synergies and optimization benefits over the next five and ten years, respectively, including:
    • approximately $145 million over five years and $320 million over 10 years in corporate synergies, including head office general and administrative expenses, offices, payroll, legal and other;

    • approximately $130 million per year, $440 million over five years and $1.1 billion over 10 years in operational synergies, including procurement, warehousing, logistics, processing, centralized control, data management and accelerated innovation and other; and

    • approximately $240 million over five years and $590 million over 10 years in strategic optimization, including optimizing and consolidating infrastructure, project improvement (for example, Upper Beaver, Upper Canada and Amalgamated Kirkland) and sharing of best practices.

  • While substantially unquantified, the Arrangement also offers significant potential for more efficient sharing of established competencies developed individually by Kirkland and Agnico, as well as significant opportunity to successfully innovate as operations are modernized.
  • Maintain a Strong Leadership Team with a Proven Track-Record. The Combined Company will benefit from the combination of two strong management teams with proven track-records of growing per share value in key metrics such as production, mineral reserves, cash flow and net asset value.

  • Unparalleled Track Record of Growing Mineral Reserves and Mineral Resources. The Arrangement will combine the only two companies among the Senior Gold Peers to have grown mineral reserves and production per share over the last 10 years through consistent investment in exploration and value-added acquisitions.

  • Industry-Leading ESG with Ability to make Long-Term ESG Investments. The Combined Company is positioned to be a leader in ESG initiatives, with one of the lowest greenhouse gas emission rates per ounce, and will have an enhanced ability, through the sharing of established competencies, joined forces on innovation and scale, to be a more effective collaborator with key suppliers, government and communities, and to become net zero by 2050 or sooner.

  • Enhances and Adds Flexibility to an Attractive Minesite and Project Pipeline. The Arrangement will combine a robust pipeline of growth projects and exploration opportunities. These projects are located in existing mining camps and are expected to drive manageable, relatively low-risk, high-return production growth over the next decade and more. For example, there is an opportunity to develop Agnico's Kirkland Lake area greenfield development assets with the benefit of Kirkland's established infrastructure at the Macassa Mine and the Holt Complex.

  • Provides the Financial Strength to Increase Capital Distributions to Shareholders While Investing in Growth Projects. The increased financial strength of the Combined Company is expected to provide enhanced financial flexibility to fund both the robust pipeline of growth projects and to build on a proven track record of growing sustainable capital returns to shareholders while also maintaining a strong investment-grade balance sheet.

  • Comprehensive Arm's Length Negotiations. The terms of the Merger Agreement and the Arrangement are the result of a comprehensive negotiation process, undertaken with the oversight and participation of Agnico's and Kirkland's respective legal counsel and financial advisors.

  • Stakeholder Analysis. The terms of the Merger Agreement treat all stakeholders of Agnico and Kirkland, respectively, equitably and fairly.

  • Shareholder and Court Approval. The Arrangement is subject to the following shareholder and court approvals, which protect Agnico Shareholders and Kirkland Shareholders:


  • the Arrangement Resolution requires approval of at least two-thirds of the votes cast by Kirkland Shareholders present (virtually) or represented by proxy and entitled to vote at the Kirkland Meeting;

  • the Agnico Resolution requires the approval of at least a simple majority of the votes cast by Agnico Shareholders present (virtually) or represented by proxy and entitled to vote at the Agnico Meeting; and

  • the Arrangement is subject to a determination of the Court that the Arrangement is fair and reasonable, both procedurally and substantively, to Kirkland Shareholders and other affected Persons.

  • Regulatory Approvals. The likelihood that the transaction will receive the Key Regulatory Approvals under applicable Laws, based on the advice of the Parties' legal and other advisors in connection with such Key Regulatory Approvals.

  • Ability to Close. Each of Agnico and Kirkland believes that the Parties are committed to completing the Arrangement, has a proven track record of completing deals, and anticipates that the Parties will be able to complete the Arrangement, in accordance with the terms of the Merger Agreement, within a reasonable time and in any event prior to the Outside Date.

  • Superior Proposals. The Merger Agreement permits the Agnico Board and the Kirkland Board, in the exercise of their respective fiduciary duties, to respond, prior to the Agnico Meeting and the Kirkland Meeting, to certain unsolicited acquisition proposals that are more favourable, from a financial point of view, to Agnico Shareholders or Kirkland Shareholders, as the case may be, than the Arrangement.

  • Support of Directors and Officers. Directors and officers of Agnico and Kirkland have entered into the Agnico Support and Voting Agreements and the Kirkland Support and Voting Agreements with Kirkland and Agnico, respectively, pursuant to which, and subject to the terms thereof, they have agreed, among other things, to vote their Agnico Shares in favour of the Agnico Resolution and to vote their Kirkland Shares in favour of the Arrangement Resolution, as applicable.

Additional Agnico Considerations

In addition to the factors listed above, the Agnico Board also considered and relied upon the following factors in making its recommendation to Agnico Shareholders:

  • Participation in Future Growth. Agnico Shareholders will participate in future increases in the value of the Combined Company and the opportunities associated with the Combined Company's assets and properties. Following completion of the Arrangement, Agnico Shareholders prior to the combination are expected to own approximately 54% of the common shares of the Combined Company on a non-diluted basis, based on the number of securities of Kirkland and Agnico issued and outstanding as of September 27, 2021.

  • TD Securities Fairness Opinion. The TD Securities Fairness Opinion provided to the Agnico Board to the effect that, as of September 27, 2021 and based upon the assumptions, limitations and qualifications set out therein, the Consideration to be paid by Agnico to the Kirkland Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Agnico.

  • BofA Securities Fairness Opinion. The BofA Securities Fairness Opinion provided to the Agnico Board to the effect that, as of September 27, 2021 and based upon the assumptions, limitations and qualifications set out therein, the Exchange Ratio provided for in the Arrangement is fair, from a financial point of view, to Agnico.

  • Advice from Trinity Advisors. Agnico engaged Trinity Advisors to provide financial advice in connection with the Arrangement and the Agnico Board relied on such advice in its assessment of the Arrangement.


  • Review by Agnico Board. The terms of the Arrangement are the result of a comprehensive negotiation process, undertaken with the oversight and participation of Agnico's legal counsel, and in the judgment of the Agnico Board relying on financial, legal and other advisors and discussions with management and their review of the Agnico Fairness Opinions, the Exchange Ratio and the Consideration to be paid to the Kirkland Shareholders is fair from a financial point of view to Agnico.

  • Other Factors. The Agnico Board also considered the Arrangement with reference to the financial condition and results of operations of Agnico, as well as its prospects, strategic alternatives and competitive position, including the risks involved in achieving those prospects and following those alternatives in light of current market conditions and Agnico's financial position.

In coming to its determinations and recommendations with respect to the Arrangement, the Agnico Board also considered a number of potential risks and potential negative factors, which the Agnico Board concluded were outweighed by the positive substantive and procedural factors of the Arrangement described above, including the following:

  • the risks to Agnico if the Arrangement is not completed, including the costs to Agnico in pursuing the Arrangement, the significant attention required of management to implement the Arrangement, restrictions on the conduct of Agnico's business prior to completion of the Arrangement, and the potential impact on Agnico's current business operations and relationships (including with current and prospective employees, customers, distributors, suppliers and partners);

  • the risks associated with obtaining the Key Regulatory Approvals, including the potential impact on Agnico's current business operations and relationships (including with current and prospective employees, customers, distributors, suppliers and partners) given the length of time that may be required to obtain the Key Regulatory Approvals;

  • conditions to Kirkland's obligation to complete the Arrangement and the right of Kirkland to terminate the Merger Agreement under certain circumstances; and

  • the limitations contained in the Merger Agreement on Agnico's ability to solicit interest from third parties and the fact that if the Merger Agreement is terminated under certain circumstances, Agnico must pay the Termination Amount to Kirkland.

Due to the wide variety of factors and information considered in connection with its evaluation of the Arrangement, the Agnico Board did not find it practicable to, and therefore did not, quantify or otherwise attempt to assign any relative weight to each specific factor or item of information considered in reaching its conclusions and recommendation. In addition, individual members of the Agnico Board may have given different weight to various factors or items of information. See "The Arrangement - Reasons for the Arrangement" and "The Arrangement - Additional Agnico Reasons".

Additional Kirkland Considerations

In addition to the factors listed above, the Kirkland Board also considered and relied upon the following factors in making its recommendation to Kirkland Shareholders:

  • Participation in Future Growth. Kirkland Shareholders will receive Agnico Shares pursuant to the Arrangement and thereby will have the opportunity to participate in future increases in the value of the Combined Company and the opportunities associated with the Combined Company's assets and properties. Following completion of the Arrangement, Former Kirkland Shareholders are expected to own approximately 46% of the common shares of the Combined Company on a non-diluted basis, based on the number of securities of Kirkland and Agnico issued and outstanding as of September 27, 2021.

  • CIBC Capital Markets Fairness Opinion. The CIBC Capital Markets Fairness Opinion provided to the Kirkland Special Committee to the effect that, as of September 27, 2021 and based upon the assumptions, limitations and qualifications set out therein, the Exchange Ratio is fair, from a financial point of view, to the Kirkland Shareholders. None of the fees payable to CIBC Capital Markets are contingent on completion of the Arrangement.


  • BMO Capital Markets Fairness Opinion. The BMO Capital Markets Fairness Opinion provided to the Kirkland Board to the effect that, as of September 27, 2021 and based upon the assumptions, limitations and qualifications set out therein, the Exchange Ratio pursuant to the Arrangement is fair from a financial point of view to the Kirkland Shareholders.

  • Maxit Capital Fairness Opinion. The Maxit Capital Fairness Opinion provided to the Kirkland Board to the effect that, as of September 27, 2021 and based upon the assumptions, limitations and qualifications set out therein, the Exchange Ratio is fair, from a financial point of view, to the Kirkland Shareholders.

  • Role of Special Committee. The Arrangement was reviewed and evaluated by the Kirkland Special Committee, comprised of members of the Kirkland Board who are independent of Agnico and of management of Kirkland. In addition, the terms of the Arrangement are the result of a comprehensive negotiation process, undertaken with the oversight and participation of its separate legal counsel and financial advisor. Following consultation with its legal and financial advisor and receipt of the CIBC Capital Markets Fairness Opinion, the Kirkland Special Committee unanimously recommended to the Kirkland Board that the Kirkland Board: (a) determine that the Arrangement is in the best interests of Kirkland and the Consideration is fair to the Kirkland Shareholders; and (b) approve the Merger Agreement and recommend that Kirkland Shareholders vote in favour of the Arrangement Resolution.

  • Strategic Alternative Process. The Kirkland Board has periodically reviewed a range of strategic alternatives for creating shareholder value, and in the ordinary course of business Kirkland has had regular engagement with several industry peers in that regard, including other potential transactions. During the summer of 2021, Kirkland and its financial advisors provided due diligence access in connection with a potential change of control transaction with two of the most logical prospective counterparties, did not receive any compelling offers and determined that the Arrangement was the best way to maximize value for Kirkland Shareholders over the long term in light of the significant synergies expected to be realized by the Combined Company. See "The Arrangement - Background to the Arrangement". The Kirkland Board reviewed and considered a number of factors relating to the Arrangement with the benefit of input from the Kirkland Special Committee and advice from Kirkland's senior management, BMO Capital Markets, CIBC Capital Markets, Maxit Capital and Kirkland's legal advisors. The opportunity to combine the Agnico and Kirkland businesses to create a new world-class gold producer was a compelling one that affords multiple opportunities to create sustained, long-term value for Kirkland Shareholders.

  • Tax Deferred Roll-Over. The exchange of Kirkland Shares for Agnico Shares pursuant to the Arrangement will generally be a tax-deferred transaction for Canadian federal income tax purposes for Kirkland Shareholders who are resident in Canada and who do not elect to report a capital gain or loss on their Canadian federal income tax return in respect of the Arrangement, subject to the assumptions, qualifications and discussion under the heading "Income Tax Considerations - Certain Canadian Federal Income Tax Considerations". The exchange of Kirkland Shares for Agnico Shares pursuant to the Arrangement is also intended to qualify for tax-deferred treatment for U.S. federal income tax purposes for certain U.S. Holders of Kirkland Shares, subject to the assumptions, qualifications and discussion under the heading "Income Tax Considerations - Certain United States Federal Income Tax Considerations". While the exchange of Kirkland Shares for Agnico Shares pursuant to the Arrangement will generally result in a "CGT event" for Australian income tax purposes for Australian Holders, certain Australian Holders may be eligible to choose roll-over relief in certain circumstances, as discussed under the heading "Income Tax Considerations - Certain Australian Income Tax Considerations".

  • Dissent Rights. Any Registered Kirkland Shareholders entitled to vote at the Kirkland Meeting may exercise Dissent Rights and receive fair value for their Kirkland Shares as determined by a Court, subject to strict compliance with all requirements applicable to the exercise of Dissent Rights.


  • Other Factors. The Kirkland Board also considered the Arrangement with reference to the financial condition and results of operations of Kirkland, as well as its prospects, strategic alternatives and competitive position, including the risks involved in achieving those prospects and following those alternatives in light of current market conditions and Kirkland's financial position.

In coming to its determinations and recommendations with respect to the Arrangement, the Kirkland Board also considered a number of potential risks and potential negative factors, which the Kirkland Board concluded were outweighed by the positive substantive and procedural factors of the Arrangement described above, including the following:

  • the risks to Kirkland if the Arrangement is not completed, including the costs to Kirkland in pursuing the Arrangement, the significant attention required of management to implement the Arrangement, restrictions on the conduct of Kirkland's business prior to completion of the Arrangement, and the potential impact on Kirkland's current business operations and relationships (including with current and prospective employees, customers, distributors, suppliers and partners);

  • the risks associated with obtaining the Key Regulatory Approvals, including the potential impact on Kirkland's current business operations and relationships (including with current and prospective employees, customers, distributors, suppliers and partners) given the length of time that may be required to obtain the Key Regulatory Approvals;

  • conditions to Agnico's obligation to complete the Arrangement and the right of Agnico to terminate the Merger Agreement under certain circumstances; and

  • the limitations contained in the Merger Agreement on Kirkland's ability to solicit additional interest from third parties, as well as the fact that if the Merger Agreement is terminated under certain circumstances, Kirkland must pay the Termination Amount to Agnico.

Due to the wide variety of factors and information considered in connection with its evaluation of the Arrangement, the Kirkland Board did not find it practicable to, and therefore did not, quantify or otherwise attempt to assign any relative weight to each specific factor or item of information considered in reaching its conclusions and recommendation. In addition, individual members of the Kirkland Board may have given different weight to various factors or items of information. See "The Arrangement - Reasons for the Arrangement" and "The Arrangement - Additional Kirkland Reasons".

Kirkland Fairness Opinions

CIBC Capital Markets Fairness Opinion

CIBC Capital Markets was retained by the Kirkland Special Committee to act as its financial advisor in connection with the Arrangement. The engagement includes providing the Kirkland Special Committee with financial advisory services related to the Arrangement, including providing an opinion as to the fairness, from a financial point of view, of the Exchange Ratio to the Kirkland Shareholders.

At a meeting of the Kirkland Special Committee held on September 27, 2021, CIBC Capital Markets orally delivered its opinion to the Kirkland Special Committee, which was subsequently confirmed in writing, to the effect that, as at the date thereof and based upon the assumptions, limitations and qualifications set out therein, the Exchange Ratio is fair, from a financial point of view, to the Kirkland Shareholders. The full text of the CIBC Capital Markets Fairness Opinion, setting out, among other things, the scope of review, assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the CIBC Capital Markets Fairness Opinion, is attached as Appendix F to this Circular. The summary of the CIBC Capital Markets Fairness Opinion in this Circular is qualified in its entirety by reference to the full text contained therein.

Pursuant to the terms of its engagement letter with CIBC Capital Markets dated August 30, 2021, Kirkland agreed to pay CIBC Capital Markets a fixed engagement fee and a fixed fee for rendering the CIBC Capital Markets Fairness Opinion (which is not contingent on the conclusions reached in the CIBC Capital Markets Fairness Opinion or the completion of the Arrangement). Kirkland has also agreed to reimburse CIBC Capital Markets for its reasonable out-of-pocket expenses incurred in connection with its services and to indemnify CIBC Capital Markets against certain liabilities that might arise out of its engagement. The payment of expenses is not dependent on the completion of the Arrangement.


BMO Capital Markets Fairness Opinion

BMO Capital Markets was retained by Kirkland to act as one of its financial advisors in connection with the Arrangement. The engagement includes providing Kirkland with financial advisory and investment banking services related to the Arrangement, including providing an opinion as to the fairness, from a financial point of view, of the Exchange Ratio to the Kirkland Shareholders.

At a meeting of the Kirkland Board held on September 27, 2021, BMO Capital Markets orally delivered its opinion to the Kirkland Board, which was subsequently confirmed in writing, to the effect that, as at the date thereof and based upon the assumptions, limitations and qualifications set out therein, the Exchange Ratio pursuant to the Arrangement is fair from a financial point of view to the Kirkland Shareholders. The full text of the BMO Capital Markets Fairness Opinion, setting out, among other things, the scope of review, assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the BMO Capital Markets Fairness Opinion, is attached as Appendix G to this Circular. The summary of the BMO Capital Markets Fairness Opinion in this Circular is qualified in its entirety by reference to the full text contained therein.

Pursuant to the terms of its engagement letter with BMO Capital Markets dated effective March 26, 2021, Kirkland agreed to pay BMO Capital Markets a fixed fee for rendering the BMO Capital Markets Fairness Opinion (which is not contingent on the conclusions reached in the BMO Capital Markets Fairness Opinion or the completion of the Arrangement) and an additional fee that is contingent on completion of the Arrangement. Kirkland has also agreed to reimburse BMO Capital Markets for its reasonable out-of-pocket expenses incurred in connection with its services and to indemnify BMO Capital Markets against certain liabilities that might arise out of its engagement. The payment of expenses is not dependent on the completion of the Arrangement.

Maxit Capital Fairness Opinion

Maxit Capital was retained by Kirkland to act as one of its financial advisors in connection with the Arrangement. The engagement includes providing Kirkland with financial advisory services related to the Arrangement, including providing an opinion as to the fairness, from a financial point of view, of the Exchange Ratio to the Kirkland Shareholders.

At a meeting of the Kirkland Board held on September 27, 2021, Maxit Capital orally delivered its opinion to the Kirkland Board, which was subsequently confirmed in writing, to the effect that, as at the date thereof and based upon the assumptions, limitations and qualifications set out therein, the Exchange Ratio is fair, from a financial point of view, to the Kirkland Shareholders. The full text of the Maxit Capital Fairness Opinion, setting out, among other things, the scope of review, assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the Maxit Capital Fairness Opinion, is attached as Appendix H to this Circular. The summary of the Maxit Capital Fairness Opinion in this Circular is qualified in its entirety by reference to the full text contained therein.

Pursuant to the terms of its engagement letter with Maxit Capital dated September 27, 2021, Kirkland agreed to pay Maxit Capital a fixed fee for rendering the Maxit Capital Fairness Opinion (which is not contingent on the substance of or conclusions reached in the Maxit Capital Fairness Opinion or the completion of the Arrangement) and an additional fee that is contingent on completion of the Arrangement. Kirkland has also agreed to reimburse Maxit Capital for its reasonable out-of-pocket expenses incurred in connection with its services and to indemnify Maxit Capital against certain liabilities that might arise out of its engagement. The payment of expenses is not dependent on the completion of the Arrangement.

 


The Kirkland Fairness Opinions are not recommendations to any Kirkland Shareholder as to how to vote or act on any matter relating to the Arrangement or a recommendation to the Kirkland Board or the Kirkland Special Committee, as applicable, to enter into the Merger Agreement. The Kirkland Fairness Opinions do not address any other aspect of the Arrangement and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategies or transactions that might be available to Kirkland or in which Kirkland might engage or as to the underlying business decision of Kirkland to proceed with or effect the Arrangement. The CIBC Capital Markets Fairness Opinion is only one factor that was taken into consideration by the Kirkland Special Committee in making its unanimous recommendation to the Kirkland Board that the Kirkland Board determine that the Arrangement is in the best interest of Kirkland and that the Consideration is fair to the Kirkland Shareholders, that the Kirkland Board authorize Kirkland to enter into the Merger Agreement and all related agreements and recommend that Kirkland Shareholders vote in favour of the Arrangement Resolution. The BMO Capital Markets Fairness Opinion is only one factor that was taken into consideration by the Kirkland Board in approving the terms of the Merger Agreement and all related agreements and making its unanimous determination that the Arrangement is in the best interests of Kirkland and that the Consideration is fair to the Kirkland Shareholders and to recommend that the Kirkland Shareholders vote in favour of the Arrangement Resolution. The Maxit Capital Fairness Opinion is only one factor that was taken into consideration by the Kirkland Board in approving the terms of the Merger Agreement and all related agreements and making its unanimous determination that the Arrangement is in the best interests of Kirkland and that the Consideration is fair to the Kirkland Shareholders and to recommend that the Kirkland Shareholders vote in favour of the Arrangement Resolution. See "The Arrangement - Reasons for the Arrangement" and "The Arrangement - Additional Kirkland Reasons".

The Kirkland Board urges Kirkland Shareholders to review the Kirkland Fairness Opinions carefully and in their entirety.

See "The Arrangement - Kirkland Fairness Opinions", Appendix F, Appendix G and Appendix H of this Circular.

Agnico Fairness Opinions

TD Securities Fairness Opinion

TD Securities was retained by Agnico to act as one of its financial advisors in connection with the Arrangement. The engagement includes providing Agnico with financial advisory services related to the Arrangement, including providing an opinion as to the fairness, from a financial point of view, to Agnico, of the Consideration to be paid by Agnico to the Kirkland Shareholders pursuant to the Arrangement.

At a meeting of the Agnico Board held on September 27, 2021, TD Securities orally delivered its opinion to the Agnico Board, which was subsequently confirmed in writing, that as at the date thereof and based upon the assumptions, limitations and qualifications set out therein, the Consideration to be paid by Agnico to the Kirkland Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Agnico. The full text of the TD Securities Fairness Opinion, setting out, among other things, the scope of review, assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the TD Securities Fairness Opinion, is attached as Appendix I to this Circular. The summary of the TD Securities Fairness Opinion in this Circular is qualified in its entirety by reference to the full text contained therein.

Pursuant to the terms of its engagement letter with TD Securities dated effective June 28, 2021, Agnico agreed to pay TD Securities fees for its services as a financial advisor, including a fixed fee for rendering the TD Securities Fairness Opinion (which is not contingent on the substance of or conclusions reached in the TD Securities Fairness Opinion or the completion of the Arrangement), a fixed fee upon the public announcement of the Arrangement and a fee that is contingent on completion of the Arrangement. Agnico has also agreed to reimburse TD Securities for its reasonable out-of-pocket expenses incurred in connection with its services and to indemnify TD Securities against certain liabilities that might arise out of its engagement. The payment of expenses is not dependent on the completion of the Arrangement.

For more information, see the section below entitled "The Arrangement - Agnico Fairness Opinions - TD Securities Fairness Opinion".


BofA Securities Fairness Opinion

In connection with the Arrangement, BofA Securities, a financial advisor to Agnico, delivered an oral opinion to the Agnico Board on September 27, 2021 as to the fairness, from a financial point of view and as of the date of the opinion, to Agnico of the Exchange Ratio provided for in the Arrangement, which was confirmed by delivery of a written opinion dated September 27, 2021. The full text of the BofA Securities Fairness Opinion, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Appendix J to this Circular and is incorporated by reference herein in its entirety. BofA Securities provided its opinion to the Agnico Board (in its capacity as such) for the benefit and use of the Agnico Board in connection with and for purposes of its evaluation of the fairness of the Exchange Ratio from a financial point of view. The BofA Securities Fairness Opinion does not address any other aspect of the Arrangement and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategies or transactions that might be available to Agnico or in which Agnico might engage or as to the underlying business decision of Agnico to proceed with or effect the Arrangement. The BofA Securities Fairness Opinion does not address any other aspect of the Arrangement and does not constitute a recommendation to any securityholder as to how to vote or act in connection with the Arrangement or any other matter.

Pursuant to the terms of its engagement letter with Agnico, BofA Securities will receive a fee for its services in connection with the Arrangement, portions of which were payable upon delivery of its opinion and announcement of the Arrangement, and a significant portion of which is contingent upon the consummation of the Arrangement. In addition, Agnico agreed to reimburse BofA Securities for its reasonable expenses incurred in connection with BofA Securities' engagement and to indemnify BofA Securities, its affiliates and each of their respective directors, officers, employees, agents and each other person controlling BofA Securities or any of its affiliates against specified liabilities.

For more information, see the section below entitled "The Arrangement - Agnico Fairness Opinions - BofA Securities Fairness Opinion".

The Agnico Fairness Opinions are not recommendations to any Agnico Shareholder as to how to vote or act on any matter relating to the Arrangement. The Agnico Fairness Opinions do not address any other aspect of the Arrangement and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategies or transactions that might be available to Agnico or in which Agnico might engage or as to the underlying business decision of Agnico to proceed with or effect the Arrangement. The Agnico Fairness Opinions are only one factor that was taken into consideration by the Agnico Board in approving the terms of the Merger Agreement and the Plan of Arrangement and making its determination to recommend that the Agnico Shareholders vote in favour of the Agnico Resolution. See "The Arrangement - Reasons for the Arrangement" and "The Arrangement - Additional Agnico Reasons".

The Agnico Board urges Agnico Shareholders to review the Agnico Fairness Opinions carefully and in their entirety.

See "The Arrangement - Agnico Fairness Opinions", Appendix I and Appendix J of this Circular.

Support and Voting Agreements

Kirkland has entered into Agnico Support and Voting Agreements with certain directors and officers of Agnico, pursuant to which the Agnico Supporting Shareholders have agreed, among other things and subject to the terms and conditions of the Agnico Support and Voting Agreements, to vote their Agnico Shares in favour of the Agnico Resolution.

Agnico has entered into Kirkland Support and Voting Agreements with certain officers and directors of Kirkland, pursuant to which the Kirkland Supporting Shareholders have agreed, among other things and subject to the terms and conditions of the Kirkland Support and Voting Agreements, to vote their Kirkland Shares in favour of the Arrangement Resolution to approve the Arrangement.

See "The Arrangement - Support and Voting Agreements".


Procedure for the Arrangement to Become Effective

The Arrangement will be implemented by way of a court-approved plan of arrangement under section 182 of the OBCA pursuant to the terms and subject to the conditions set out in the Merger Agreement and the Plan of Arrangement. The following procedural steps must be taken in order for the Arrangement to become effective:

  • the Agnico Resolution must be approved by the Agnico Shareholders at the Agnico Meeting in accordance with Law;

  • the Arrangement Resolution must be approved by the Kirkland Shareholders at the Kirkland Meeting in the manner set forth in the Interim Order;

  • the Court must grant the Final Order approving the Arrangement;

  • all conditions precedent to the Arrangement, as set forth in the Merger Agreement, including receipt of the FIRB Approval, must be satisfied or waived by the appropriate Party; and

  • the Final Order, the Articles of Arrangement and related documents, in the form prescribed by the OBCA, must be filed with the Director.

There is no assurance that the conditions set out in the Merger Agreement will be satisfied or waived on a timely basis or at all. See "The Merger Agreement - Conditions to Closing". On October 4, 2021, the Commissioner issued an ARC to Agnico in respect of the Arrangement. Receipt of the ARC constitutes the Competition Act Approval.

Treatment of Kirkland Equity Awards

The following is a description of the treatment of Kirkland Equity Awards outstanding immediately prior to the Effective Time (whether vested or unvested) in connection with the Arrangement.

Each Kirkland Option will be exchanged for an Agnico Replacement Option exercisable to purchase from Agnico that number of Agnico Shares as is equal to: (A) the number of Kirkland Shares subject to the Kirkland Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number. The exercise price per Agnico Share subject to any such Agnico Replacement Option will be an amount equal to the quotient of (X) the exercise price per Kirkland Share under the exchanged Kirkland Option immediately prior to the Effective Time, divided by (Y) the Exchange Ratio, provided that, if necessary, such exercise price will be adjusted such that the In-the-Money Amount of the Agnico Replacement Option does not exceed the In-the-Money Amount of the exchanged Kirkland Option. The terms and conditions of the Agnico Replacement Options will be the same as the Kirkland Option it was exchanged for and will be governed by the terms of the applicable Kirkland Legacy Option Plan.

Each Kirkland RSU and Kirkland PSU will remain outstanding in accordance with the terms of the Kirkland LTIP and, upon vesting, each holder will receive, in cash or shares in accordance with the terms of the Kirkland LTIP, a payment equal to the Market Price on the date of vesting of such number of Agnico Shares as is equal to: (A) the number of Kirkland Shares subject to such Kirkland RSUs or the Kirkland PSUs, as applicable, immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number, provided that, in respect of the Kirkland PSUs, the "payout factor" (as provided for under the Kirkland LTIP) will be adjusted by the Kirkland Board consistent with the terms of the Kirkland LTIP and will be not less than the payout factor that would otherwise have applied to such Kirkland PSUs under the Kirkland LTIP as of the close of markets on September 24, 2021.

Each Kirkland DSU that is held by a Continuing Kirkland Director will remain outstanding in accordance with the terms of the Kirkland DSU Plan and, upon redemption or settlement, the holder thereof will receive a payment equal to the Market Value on the date of redemption or settlement of such number of Agnico Shares as is equal to: (A) the number of Kirkland Shares subject to such Continuing Kirkland DSUs immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number. Each Kirkland DSU that is held by a director that is not a Continuing Kirkland Director will be exchanged for a cash payment equal to the Fair Market Value of the Kirkland Shares immediately prior to the Effective Time (less any withholding or deduction on account of Taxes).


See "The Arrangement - Arrangement Mechanics" and "Appendix E - Plan of Arrangement".

Effective Date of the Arrangement

If the Agnico Shareholder Approval and the Kirkland Shareholder Approval are obtained, the Final Order is obtained approving the Arrangement, the FIRB Approval is obtained and all other conditions to the Merger Agreement are satisfied or waived, the Arrangement will become effective at 12:01 a.m. (Toronto time) on the Effective Date. It is currently expected that the Effective Date will occur in December 2021 or during the first quarter of 2022. See "The Arrangement - Timing for Completion of the Arrangement".

Procedure for Exchange of Kirkland Shares for Agnico Shares and Letter of Transmittal

For each Registered Kirkland Shareholder, accompanying this Circular is a Letter of Transmittal. Kirkland has enclosed an envelope with the Kirkland Meeting Materials in order to assist Kirkland Shareholders with returning Letters of Transmittal and related documents to the Depositary. Holders of Kirkland CDIs will not be provided with, and will not need to submit, a Letter of Transmittal. The Letter of Transmittal will also be available under Kirkland's issuer profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov. Additional copies of the Letter of Transmittal will also be available by contacting the Depositary by telephone at 1-514-982-7555 or toll free in North America at 1-800-564-6253 or by email at: corporateactions@computershare.com.

In order for a Registered Kirkland Shareholder (other than Dissenting Shareholders) to receive the Consideration Shares they are entitled to receive pursuant to the Arrangement, such Registered Kirkland Shareholder must deposit the certificate(s) or DRS Statement(s) representing his, her or its Kirkland Shares with the Depositary (at the address specified on the last page of the Letter of Transmittal). The Letter of Transmittal, properly completed and duly executed, together with all other documents and instruments referred to in the Letter of Transmittal or as reasonably required by the Depositary, must accompany all certificate(s) or DRS Statement(s) for Kirkland Shares deposited for payment pursuant to the Arrangement.

Only Registered Kirkland Shareholders are required to submit a Letter of Transmittal. The exchange of Kirkland Shares for the Consideration Shares in respect of any Non-Registered Kirkland Shareholder (other than a holder of Kirkland CDIs) is expected to be made with the Non-Registered Kirkland Shareholder's Intermediary account through the procedures in place for such purposes between CDS or DTC and such Intermediary, as applicable, with no further action required by the Non-Registered Kirkland Shareholder. Any Non-Registered Kirkland Shareholder whose Kirkland Shares are registered in the name of an Intermediary should contact that Intermediary if they have any questions regarding this process and to arrange for such Intermediary to complete the necessary steps to ensure that they receive the Consideration in respect of their Kirkland Shares.

See "The Arrangement - Procedure for Exchange of Kirkland Shares for Agnico Shares and Letter of Transmittal".

Procedure for Exchange of Kirkland CDIs for Agnico Shares

Holders of Kirkland CDIs are entitled to participate in the Plan of Arrangement. If the Arrangement Resolution is approved and implemented, holders of Kirkland CDIs will receive Consideration Shares at the Effective Time regardless of whether or not such holder provided an instruction to vote for or against the Arrangement. Following the Arrangement, the Agnico Shares will not be listed on the ASX.

Holders of Kirkland CDIs will not be provided with, and will not need to submit, a Letter of Transmittal. At the Effective Time, Kirkland CDI holders will cease to own Kirkland CDIs and will receive the applicable Consideration Shares for each Kirkland CDI held. See "The Arrangement - Procedure for Exchange of Kirkland CDIs for Agnico Shares" and "Securities Law Matters - Australian Securities Law Considerations". Holders of Kirkland CDIs should contact Computershare Australia if they have any questions regarding this process.


Cancellation of Rights

If any former Kirkland Shareholder fails to deliver to the Depositary the certificate(s) or DRS Statement(s), as applicable, representing the Kirkland Shares held by such Kirkland Shareholder, the Letter of Transmittal and any other certificates, documents or instruments required to be delivered to the Depositary under the Plan of Arrangement in order for such former Kirkland Shareholder to receive the Consideration which such former holder is entitled to receive pursuant to the Plan of Arrangement on or before the third anniversary of the Effective Date, then on the third anniversary of the Effective Date: (i) such former Kirkland Shareholder will be deemed to have donated and forfeited to Agnico or its successors, all such Consideration held by the Depositary in trust for such former holder to which such former holder is entitled; (ii) any certificates, DRS Statement(s) or other documentation representing Kirkland Shares formerly held by such former Kirkland Shareholder shall cease to represent a claim or any interest of any nature whatsoever and will be deemed to have been surrendered to Agnico and will be cancelled; (iii) any payment made by way of cheque and any other right or claim to payment under the Plan of Arrangement that remains outstanding will cease to represent a claim or any interest of any nature whatsoever and will be deemed to have been surrendered to Agnico and shall be paid over by the Depositary to Agnico or as directed by Agnico; and (iv) the Consideration Shares which such former Kirkland Shareholder was entitled to receive shall be automatically transferred to Agnico and the DRS Statement(s), documents or other instruments representing such Consideration Shares and shall be delivered by the Depositary to Agnico for cancellation and the interest of the former Kirkland Shareholder in such Consideration Shares shall be terminated.

See "The Arrangement - Cancellation of Rights".

No Fractional Shares

No fractional Agnico Shares will be issued to Kirkland Shareholders (including holders of Kirkland CDIs) under the Plan of Arrangement. Where the aggregate number of Agnico Shares to be issued to a Kirkland Shareholder pursuant to the Arrangement would result in a fraction of an Agnico Share being issuable, the number of Agnico Shares to be received by such Kirkland Shareholder shall be rounded down to the nearest whole Agnico Share without any compensation therefor. See "The Arrangement - No Fractional Shares".

Shareholder Approvals

Agnico Shareholder Approval

At the Agnico Meeting, Agnico Shareholders will be asked to consider and, if thought advisable, to pass, with or without variation, the Agnico Resolution authorizing the issuance of Agnico Shares in connection with the Arrangement, the full text of which is set out in Appendix A. In order to become effective, the Agnico Resolution must be approved by an affirmative vote of at least a simple majority of the votes cast on such resolution by Agnico Shareholders present (virtually) or represented by proxy and entitled to vote at the Agnico Meeting.

Kirkland Shareholder Approval

At the Kirkland Meeting, Kirkland Shareholders will be asked to consider and, if thought advisable, to pass, with or without variation, the Arrangement Resolution authorizing the Arrangement, the full text of which is set out in Appendix B. In order to become effective, the Arrangement Resolution must be approved by an affirmative vote of at least two-thirds of the votes cast on the Arrangement Resolution by Kirkland Shareholders present (virtually) or represented by proxy and entitled to vote at the Kirkland Meeting.

Court Approval of the Arrangement

The Arrangement requires approval by the Court under section 182 of the OBCA. Prior to mailing this Circular, Kirkland obtained the Interim Order providing for the calling and holding of the Kirkland Meeting and other procedural matters and filed the Notice of Application for Final Order to approve the Arrangement. Copies of the Interim Order and the Notice of Application for Final Order are attached as Appendix C and Appendix D, respectively, to this Circular.


The Court hearing in respect of the Final Order is expected to take place at 9:30 a.m. (Toronto time) on December 1, 2021, subject to the Kirkland Shareholder Approval and the Agnico Shareholder Approval. Due to the measures currently being implemented by the Court in response to the COVID-19 pandemic, the application will be heard by way of videoconference via Zoom. At the hearing of the application for the Final Order, the Court will consider, among other things, the procedural and substantive fairness of the terms and conditions of the Arrangement and the rights and interests of every Person affected. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit.

Under the terms of the Interim Order, each Kirkland Shareholder, Kirkland CDI holder, directors of Kirkland, the auditor of Kirkland and other interested Persons with leave of the Court, will have the right to appear and make submissions at the application for the Final Order. Any Person desiring to appear at the hearing of the application for the Final Order is required to indicate his, her or its intention to appear by filing with the Court and serving Kirkland, as applicable, at the addresses set out below, on or before 4:00 p.m. (Toronto time) on November 29, 2021, a Notice of Appearance, including his, her or its address for service, together with all materials on which he, she or it intends to rely at the application. The Notice of Appearance and supporting materials must be delivered, within the time specified, to Kirkland at the following address: Cassels Brock & Blackwell LLP, 2100 Scotia Plaza, 40 King Street West, Toronto, Ontario, Canada M5H 3C2, Attention: Lara Jackson and John Picone.

The Final Order, if granted, will constitute the basis for an exemption from the registration requirements of the U.S. Securities Act, pursuant to the Section 3(a)(10) Exemption, with respect to the issuance of the Consideration Shares issuable to Kirkland Shareholders and Kirkland CDI holders in exchange for their Kirkland Shares and Kirkland CDIs, respectively, and the issuance of Agnico Replacement Options to holders of Kirkland Options in exchange for their Kirkland Options, pursuant to the Arrangement upon completion of the Arrangement. The Court has been informed of this effect of the Final Order.

See "The Arrangement - Court Approval of the Arrangement".

Key Regulatory Matters

To the best of the knowledge of the Parties, other than those which have already been made or received, including the Competition Act Approval, there are no filings, consents, waiting periods or approvals required to be made with, applicable to, or required to be received from any Governmental Entity prior to the Effective Date in connection with the Arrangement, except for the FIRB Approval and the Court's granting of the Final Order, which are each conditions to the completion of the Arrangement. If any additional filings or consents are required, such filings or consents will be sought but these additional requirements could delay the Effective Date or prevent the completion of the Arrangement.

On October 4, 2021, the Commissioner issued an ARC to Agnico in respect of the Arrangement. Receipt of the ARC constitutes the Competition Act Approval.

Stock Exchange Listings Approval and Delisting Matters

The Agnico Shares are listed and posted for trading on each of the TSX and the NYSE under the symbol "AEM".

It is a mutual condition to the completion of the Arrangement that the TSX and the NYSE will have conditionally approved or authorized the listing of the Consideration Shares to be issued pursuant to the Arrangement, subject only to customary listing conditions. Agnico has applied to list the Consideration Shares to be issued in connection with the Arrangement (including Agnico Shares to be issued on the exercise of the Agnico Replacement Options and the vesting of the other Kirkland Equity Awards following completion of the Arrangement) on the TSX and the NYSE and has received conditional approval from the TSX. Final approval of the TSX is conditional on the satisfaction by Agnico of customary conditions to listing imposed by the TSX. Agnico anticipates receiving all required authorizations from the NYSE prior to the closing of the Arrangement.


It is anticipated that, following completion of the Arrangement, the Agnico Shares will continue to be listed and posted for trading on the TSX and the NYSE under the trading symbol "AEM". Unlike the Kirkland Shares, the Agnico Shares are not, and after completion of the Arrangement will not be, listed on the ASX. It is expected that the Kirkland Shares and Kirkland CDIs, as applicable, will be delisted from the TSX, the NYSE and the ASX after the Effective Date. Subject to applicable Laws, Agnico will, as promptly as possible following completion of the Arrangement, apply to the applicable securities commissions or similar authorities in Canada to have Kirkland cease to be a reporting issuer.

Merger Agreement

The following is a summary of certain terms of the Merger Agreement and the Amending Agreement and is qualified in its entirety by the full text of the Merger Agreement and the Amending Agreement, which have been filed under Agnico's and Kirkland's respective issuer profiles on SEDAR at www.sedar.com and EDGAR at www.sec.gov, and to the more detailed summary contained elsewhere in this Circular. See "The Merger Agreement".

Covenants, Representations and Warranties

The Merger Agreement contains usual and customary covenants and representations and warranties for an agreement of this type, which are summarized in the main body of this Circular. See "The Merger Agreement - Covenants" and "The Merger Agreement - Representations and Warranties".

Conditions to the Arrangement

The obligations of Kirkland and Agnico to complete the Arrangement are subject to the satisfaction or waiver of certain conditions set out in the Merger Agreement which are summarized in the main body of this Circular. These conditions include, among others, the receipt of the Kirkland Shareholder Approval and the Agnico Shareholder Approval, Key Regulatory Approvals and Court approval. See "The Merger Agreement - Conditions to Closing".

Non-Solicitation Provisions

In the Merger Agreement, each of Agnico and Kirkland are subject to reciprocal "non-solicitation" restrictions. Subject to certain limitations, the board of directors of the Receiving Party may, following the expiration of a five Business Day match period to the other party (where the other party does not "match" the Superior Proposal pursuant to the provisions of the Merger Agreement), withdraw or change its recommendations in respect of the Arrangement in response to a Superior Proposal and/or may enter into a Permitted Acquisition Agreement. However, notwithstanding any such change in recommendation and/or the entering into of a Permitted Acquisition Agreement, unless the other party has terminated the Merger Agreement as a result, the Receiving Party must cause the Agnico Meeting or the Kirkland Meeting, as applicable, to occur and the Agnico Resolution or the Arrangement Resolution, as applicable, to be voted upon by the shareholders of the Receiving Party and the Receiving Party may not submit to a vote of its shareholders any Acquisition Proposal other than the Agnico Resolution or the Arrangement Resolution, as applicable, prior to the termination of the Merger Agreement in accordance with its terms. See "The Merger Agreement - Covenants - Covenants Regarding Non-Solicitation and Acquisition Proposals".

Termination of Merger Agreement

Kirkland and Agnico may mutually agree in writing to terminate the Merger Agreement and abandon the Arrangement at any time prior to the Effective Date. In addition, each of Kirkland and Agnico may terminate the Merger Agreement and abandon the Arrangement at any time prior to the Effective Date if certain specified events occur. See "The Merger Agreement - Termination of the Merger Agreement".


Termination Amounts and Expense Reimbursement

The Merger Agreement provides for a reciprocal termination fee of $450 million payable by a party in certain circumstances if the Merger Agreement is terminated, including if: (1) a party's board of directors withdraws or changes its recommendations in respect of the Arrangement, such party enters into a Permitted Acquisition Agreement and/or such party wilfully breaches or breaches in any material respect its non-solicit obligations and following this the other party terminates the Merger Agreement as a result prior to the approval of the applicable resolution in respect of the Arrangement by the first mentioned party's applicable shareholders; or (2) there is an Acquisition Proposal made (or the public intention in respect of an Acquisition Proposal is disclosed) in respect of a party (that has not been withdrawn within at least 10 Business Days prior to such party's shareholders' meeting), the Merger Agreement is terminated due to such party's shareholders not approving the applicable resolution in respect of the Arrangement or due to such party's wilful breach, intentional breach or fraud of its representations, warranties or covenants that cause a condition to the Arrangement to not be satisfied and such party consummates, agrees to or enters into an Acquisition Proposal within 12 months of the date the Merger Agreement is terminated and subsequently consummates, at any time, such Acquisition Proposal.

The Merger Agreement provides for a reciprocal expense reimbursement of $20 million payable by a party if the Merger Agreement is terminated due to such party not obtaining the required approval by its applicable shareholders in respect of the Arrangement or due to a breach of a representation, warranty or covenant that causes a condition in favour of the other party not to be satisfied. See "The Merger Agreement - Termination of the Merger Agreement".

Interests of Certain Persons in the Arrangement

The directors, officers and other related parties of Agnico and Kirkland may have interests in the Arrangement that are, or may be, different from, or in addition to, the interests of other Agnico Shareholders and Kirkland Shareholders and that may present them with actual or potential conflicts of interest in connection with the Arrangement. The Agnico Board and the Kirkland Board were aware of these interests and considered them, among other matters, when recommending approval of the Arrangement by Agnico Shareholders and Kirkland Shareholders, respectively.

All of the benefits received, or to be received, by directors, officers or employees of Agnico and Kirkland, respectively, as a result of the Arrangement are, and will be, solely in connection with their services as directors, officers or employees of Agnico and Kirkland. No benefit has been, or will be, conferred for the purpose of increasing the value of consideration payable to any such Person for Kirkland Shares held by such Persons and no consideration is, or will be, conditional on the Person supporting the Arrangement.

No director, officer or employee of Kirkland or Agnico is entitled to any change of control or other payment solely as a consequence of the Arrangement.

See "Securities Law Matters - Interests of Certain Persons in the Arrangement".

Information Concerning the Agnico Meeting

The Agnico Meeting will be held on November 26, 2021, subject to any adjournment or postponement thereof, in a virtual-only format via live webcast available online using the TSX Trust virtual shareholder meeting platform at https://virtual-meetings.tsxtrust.com/1233, password "agnico2021" (case sensitive) at 10:00 a.m. (Toronto time). As set out in the Notice of Special Meeting of Shareholders of Agnico, at the Agnico Meeting, Agnico Shareholders will be asked to consider and vote on the Agnico Resolution.

The Agnico Board has fixed the close of business on October 13, 2021 as the Agnico Record Date for the determination of the Registered Agnico Shareholders that will be entitled to notice of the Agnico Meeting, and any adjournment or postponement thereof, and that will be entitled to vote at the Agnico Meeting.

See "Information Concerning the Agnico Meeting".


Information Concerning the Kirkland Meeting

The Kirkland Meeting will be held on November 26, 2021, subject to any adjournment or postponement thereof, in a virtual-only format via live webcast available online using the TSX Trust virtual shareholder meeting platform at https://virtual-meetings.tsxtrust.com/1231, password "kirkland2021" (case sensitive) at 11:00 a.m. (Toronto time). As set out in the Notice of Special Meeting of Shareholders of Kirkland, Kirkland Shareholders will be asked to consider and vote on the Arrangement Resolution.

The Kirkland Board has fixed, and the Interim Order provides for, the close of business on October 13, 2021 as the Kirkland Record Date for the determination of the Registered Kirkland Shareholders that will be entitled to notice of the Kirkland Meeting, and any adjournment or postponement thereof, and that will be entitled to vote at the Kirkland Meeting.

See "Information Concerning the Kirkland Meeting".

Dissenting Shareholder Rights

Only Registered Kirkland Shareholders entitled to vote at the Kirkland Meeting are entitled to exercise Dissent Rights with respect to the Arrangement Resolution in the manner provided in section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order. Any Registered Kirkland Shareholder who exercises Dissent Right from the Arrangement Resolution in compliance with section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order, will be entitled, in the event that the Arrangement becomes effective, to be paid by Kirkland the fair value of the Kirkland Shares held by such Dissenting Shareholder determined as at the close of business on the day before the Arrangement Resolution is adopted. The Dissent Rights with respect to the Arrangement must be strictly complied with in order for Registered Kirkland Shareholders to receive the fair value of Kirkland Shares held.

A Registered Kirkland Shareholder entitled to vote at the Kirkland Meeting who wishes to exercise their Dissent Rights is required to deliver a written objection to the Arrangement Resolution to Kirkland not later than 4:00 p.m. (Toronto time) on the day that is two Business Days immediately preceding the Kirkland Meeting (or any adjournment or postponement thereof). Such notice must be delivered to Kirkland at Suite 2800, 200 Bay Street, Toronto, Ontario, Canada M5J 2J1, Attention: Jennifer Wagner, Executive Vice President, Corporate Affairs and Sustainability, with a copy to Cassels Brock & Blackwell LLP, 2100 Scotia Plaza, 40 King Street West, Toronto, Ontario, Canada M5H 3C2, Attention: Lara Jackson and John Picone, and must otherwise strictly comply with the dissent procedures described in this Circular.

Failure to strictly comply with the requirements set forth in section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of any right to dissent. See "Dissenting Shareholder Rights".

Information Concerning Agnico

Agnico is a senior Canadian gold mining company that has produced precious metals since 1957. Its operating mines are located in Canada, Finland and Mexico, with exploration and development activities in each of these countries as well as in the United States, Sweden and Colombia. The Agnico Shares trade on the TSX and the NYSE under the trading symbol "AEM". For further details concerning Agnico, see "Information Concerning Agnico" and "Appendix K - Information Concerning Agnico".

Information Concerning Kirkland

Kirkland is a senior gold mining, development and exploration company with a diversified portfolio of assets located in the stable mining jurisdictions of Canada and Australia. The Kirkland Shares trade on the TSX and the NYSE under the trading symbol "KL" and via Kirkland CDIs on the ASX under the trading symbol "KLA". For further details regarding Kirkland, see also "Information Concerning Kirkland" and "Appendix L - Information Concerning Kirkland".


Information Concerning the Combined Company Following the Arrangement

General

The Arrangement will result in a strategic business combination of Agnico and Kirkland, pursuant to which Agnico will acquire all of the issued and outstanding Kirkland Shares in exchange for the issuance of Agnico Shares. Former Agnico Shareholders and Former Kirkland Shareholders are expected to own approximately 54% and 46% of the Agnico Shares in the Combined Company, respectively, immediately after completion of the Arrangement (on a non-diluted basis), in each case based on the number of Agnico Shares and Kirkland Shares issued and outstanding as of September 27, 2021.

Description of the Business

The Combined Company will be a senior Canadian gold mining company with operating mines located in Canada, Australia, Finland and Mexico, with exploration and development activities in each of these countries as well as in the United States, Sweden and Colombia.

Corporate Structure

Following completion of the Arrangement, the Combined Company will continue to be a corporation existing under the OBCA and the Former Kirkland Shareholders (other than Dissenting Shareholders) will be shareholders of the Combined Company. After the Effective Date, Kirkland and its Subsidiaries will be direct or indirect wholly-owned Subsidiaries of the Combined Company.

Description of Capital Structure

Agnico's authorized capital consists of an unlimited number of shares of one class designated as common shares. Following completion of the Arrangement, the authorized capital of the Combined Company and the rights and restrictions of the Agnico Shares will remain unchanged. As of October 28, 2021, there were 244,866,327 Agnico Shares issued and outstanding. Assuming the Arrangement is completed in accordance with the Plan of Arrangement, and assuming that the number of issued and outstanding Kirkland Shares and Agnico Shares does not change, it is expected that approximately 211,415,964 additional Agnico Shares will be issued upon the exchange of the Kirkland Shares, resulting in a total of  approximately 456,282,291 Agnico Shares issued and outstanding immediately upon completion of the Arrangement. All Agnico Shares rank equally as to voting rights, participation in a distribution of assets on a liquidation, dissolution or winding-up and the entitlement to dividends.

Dividend Policy and Capital Allocation

Both Agnico and Kirkland currently pay dividends and expect to maintain their existing dividend policies and payments until the Arrangement is completed. Agnico and Kirkland have agreed that until the completion of the Arrangement, each will set the record and payment dates for its respective quarterly dividend payments in the ordinary course consistent with past practice. Following completion of the Arrangement, it is currently anticipated that the Combined Company will target a stable and growing dividend that reflects its anticipated strengthened cash and financial position, and will also consider establishing a formal dividend policy to provide more certainty as to the metrics and other factors to be considered by the Combined Company Board in determining the amount of a dividend. Subject to market conditions and Combined Company Board approval, it is expected that the Combined Company will maintain a dividend payment on a per share basis at least equal to the current Agnico level and may, in light of the Combined Company's anticipated strengthened cash and financial position, increase returns to shareholders through share buybacks and dividend increases. See "Information Concerning the Combined Company Following the Arrangement - Dividend Policy and Capital Allocation".

Directors and Officers of the Combined Company

The Combined Company Board will consist of 13 members, comprised of seven directors of Agnico and six directors of Kirkland. The Combined Company Board will include Sean Boyd, currently Vice-Chairman and Chief Executive Officer of Agnico, as Executive Chair, Jeffrey Parr, currently Chairman of the Kirkland Board, as Vice-Chair and Jamie Sokalsky, currently a director on the Agnico Board, as Lead Director. The remainder of the Combined Company Board will be comprised of Leona Aglukkaq, Martine Celej, Robert Gemmell, Deborah McCombe and J. Merfyn Roberts, each a current director of Agnico, and Jonathan Gill, Peter Grosskopf, Arnold Klassen, Elizabeth Lewis-Gray and Tony Makuch, each a current director of Kirkland.


Management of the Combined Company will be led by Sean Boyd, currently Vice-Chairman and Chief Executive Officer of Agnico, as Executive Chair, Tony Makuch, currently Chief Executive Officer of Kirkland, as Chief Executive Officer and Ammar Al-Joundi, currently President of Agnico, as President. Additional senior management will be selected from the respective Agnico and Kirkland teams and determined prior to the completion of the Arrangement. See "Information Concerning the Combined Company Following the Arrangement".

Risk Factors

Agnico Shareholders who vote in favour of the Agnico Resolution and Kirkland Shareholders who vote in favour of the Arrangement Resolution will be voting in favour of combining the businesses of Agnico and Kirkland, and, in the case of Kirkland Shareholders, to invest in Agnico Shares and in the case of Agnico Shareholders, to invest in the business of Kirkland. There are certain risk factors associated with the Arrangement that should be carefully considered by Agnico Shareholders and Kirkland Shareholders, including the fact that the Arrangement may not be completed, if among other things, the Agnico Resolution is not approved at the Agnico Meeting, the Arrangement Resolution is not approved at the Kirkland Meeting or if any other conditions precedent to the completion of the Arrangement are not satisfied or waived, as applicable. Readers are cautioned that such risk factors are not exhaustive and additional risks and uncertainties, including those currently unknown or considered immaterial to Agnico and Kirkland, may also adversely affect Agnico or Kirkland prior to the Arrangement or following completion of the Arrangement. These risk factors should be considered in conjunction with the other information included in this Circular, including the documents incorporated by reference herein, and documents filed by Agnico and Kirkland pursuant to applicable Laws from time to time.

See "Risk Factors", "Appendix K - Information Concerning Agnico - Risk Factors" and "Appendix L - Information Concerning Kirkland - Risk Factors".

Certain Income Tax Consequences of the Arrangement

Kirkland Shareholders and holders of Kirkland CDIs should consult with and rely upon their own tax advisors about the federal, provincial, state, local and foreign tax consequences applicable to them in each relevant jurisdiction (including without limitation Canada, the United States and Australia) in connection with the Arrangement.

For a discussion of certain of the material Canadian federal income tax consequences of the Arrangement, see "Income Tax Considerations - Certain Canadian Federal Income Tax Considerations". For a discussion of certain of the material United States federal income tax consequences of the Arrangement applicable to U.S. Holders and Non-U.S. Holders, see "Income Tax Considerations - Certain United States Federal Income Tax Considerations". For a summary of certain of the material Australian federal income tax consequences of the Arrangement applicable to Australian Holders, see "Income Tax Considerations - Certain Australian Income Tax Considerations". Such summaries are of a general nature only and are not intended to be, and should not be construed as, legal, business or tax advice to any particular Kirkland Shareholder or holder of Kirkland CDIs. Such summaries are not exhaustive of all possible Canadian federal income tax considerations, United States federal income tax considerations or Australian income tax considerations. Kirkland Shareholders and holders of Kirkland CDIs are urged to consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.


THE ARRANGEMENT

On September 28, 2021, Agnico and Kirkland entered into the Merger Agreement pursuant to which Agnico agreed to acquire all of the issued and outstanding Kirkland Shares. The Arrangement will be effected by way of a court-approved Plan of Arrangement under the OBCA involving, among others, Kirkland and Agnico, pursuant to the terms of the Merger Agreement, the Interim Order and the Final Order. Subject to receipt of the Kirkland Shareholder Approval, the Agnico Shareholder Approval, the Final Order and the satisfaction or waiver of certain other conditions, Agnico will acquire all of the issued and outstanding Kirkland Shares on the Effective Date. The Parties intend to rely upon the Section 3(a)(10) Exemption with respect to the issuance of the Consideration Shares and the Agnico Replacement Options pursuant to the Arrangement.

If completed, the Arrangement will result in Agnico acquiring all of the issued and outstanding Kirkland Shares on the Effective Date, and Kirkland will become a wholly-owned subsidiary of Agnico and Agnico will continue the operations of Agnico and Kirkland on a combined basis. Pursuant to the Plan of Arrangement, at the Effective Time, Kirkland Shareholders (other than Dissenting Shareholders) will receive 0.7935 of an Agnico Share for each Kirkland Share or Kirkland CDI held at the Effective Time.

Former Agnico Shareholders and Former Kirkland Shareholders are expected to own approximately 54% and 46% of the Agnico Shares in the Combined Company, respectively, immediately following completion of the Arrangement (on a non-diluted basis), in each case based on the number of Agnico Shares and Kirkland Shares issued and outstanding as of September 27, 2021. For further information regarding Agnico following completion of the Arrangement, see "Information Concerning the Combined Company Following the Arrangement".

Background to the Arrangement

The Merger Agreement is the result of arm's length negotiations among representatives of Kirkland and Agnico and their respective legal and financial advisors, as more fully described herein. The following is a summary of the principal events leading up to the execution of the Merger Agreement and public announcement of the Arrangement.

The Kirkland Board regularly reviews its overall corporate strategy and long-term strategic plan with the goal of enhancing shareholder value, including assessing the relative merits of continuing as an independent enterprise, potential acquisitions and various combinations of Kirkland, its assets or its mines and projects. In order to facilitate this review, the Kirkland Board occasionally engages external financial advisors to assist with its review and analysis of Kirkland's various strategic alternatives.

In the ordinary course of business Kirkland has had regular engagement with several industry peers for the purpose of seeking opportunities for collaboration, joint business development opportunities, asset acquisitions and, in some circumstances, evaluation of more transformational strategic alternatives, including the potential for corporate-level combinations, all with a view to enhancing shareholder value. In certain circumstances, confidentiality agreements were executed as a prerequisite to engaging in strategic discussions and the sharing of information.

On June 4, 2019, Tony Makuch, President and Chief Executive Officer of Kirkland, and Sean Boyd, Chief Executive Officer of Agnico, met informally to discuss the possibility of a potential "merger of equals" between Kirkland and Agnico. On June 24, 2019, Kirkland and Agnico entered into a mutual confidentiality and standstill agreement with a two-year term, to enable the provision of non-public information and facilitate further discussions.

Throughout the remainder of 2019 and the beginning of 2020, Mr. Makuch and Mr. Boyd had numerous discussions concerning a potential transaction that escalated to a more advanced stage in the summer of 2020.

During the summer of 2020, as part of a general review of strategic initiatives, the Kirkland Board received a presentation from representatives of Kirkland's senior management regarding various opportunities for internal and external growth, which included an analysis of potential transactions and strategic options available to Kirkland, including a potential merger of equals transaction with Agnico. On July 29, 2020, the Kirkland Board received an initial presentation from Maxit Capital regarding a potential business combination with Agnico.


During the period from the end of August 2020 and continuing into the first part of September 2020, Mr. Makuch and representatives of Kirkland's senior management met in person with Mr. Boyd and representatives of Agnico's senior management on two occasions, including a full-day off-site meeting, to discuss a potential merger of equals transaction, including strategy and timing and key areas of diligence and evaluation, including matters pertaining to operations, exploration, synergies, finance, environmental, First Nations Groups, regulatory and legal. During this period, the Kirkland Board met with Kirkland's senior management and received an update with respect to the discussions held with Agnico.

On September 12, 2020, Agnico delivered a non-binding proposal to Kirkland with respect to a proposed transaction including the concept of an at-market exchange ratio that implied, observing then current share prices, approximately 0.64 of an Agnico Share for each Kirkland Share and Agnico requested for the Parties to enter into exclusive negotiations until January 30, 2021.

On September 16, 2020, the Kirkland Board met with Kirkland's senior management to consider the proposal received from Agnico. Following the deliberations, the Kirkland Board determined that Kirkland's senior management should continue to engage in discussions with Agnico, but on a non-exclusive basis. The Kirkland Board also considered whether a special committee of independent directors of the Kirkland Board should be formed to assist in evaluating and negotiating any proposal with respect to a potential change of control transaction.

At the direction of the Kirkland Board, on September 25, 2020, Mr. Makuch contacted Mr. Boyd and conveyed Kirkland's unwillingness to enter into exclusive negotiations with Agnico at such time. Further, there was a discussion of the significant complications to due diligence, including that travel restrictions imposed in response to the COVID-19 pandemic made site visits impossible during the fall of 2020. Mr. Makuch and Mr. Boyd agreed that the merits of a business combination continued to be compelling and to maintain CEO-level dialogue and seek an opportunity to re-engage in the future. At the end of September 2020, the Parties ceased active due diligence activities.

On January 12, 2021, at the request of Kirkland's senior management, the Kirkland Board received a presentation from BMO Capital Markets regarding capital markets perspectives and external strategic alternatives, including potential merger of equal transactions, potential acquisitions and competitive positioning within a consolidating gold sector.

On April 16, 2021, Mr. Makuch and certain members of Kirkland's senior management met with BMO Capital Markets to again review various suitable merger of equal counterparties and updates on potential strategic interest in Kirkland. The materials discussed during this meeting were presented to the Kirkland Board during its first quarter 2021 board meeting held on May 5, 2021.

On June 7, 2021, Mr. Boyd and Mr. Makuch met in person to discuss Kirkland's interest in re-engaging in discussions regarding a potential merger of equals transaction.

On June 11, 2021 Jason Neal, Executive Vice President of Kirkland and Ammar Al-Joundi, President of Agnico, met in person to discuss the merits of re-starting discussions between the Parties.

On June 18, 2021, Mr. Makuch, Mr. Neal and Jennifer Wagner, Executive Vice President, Corporate Affairs and Sustainability of Kirkland met with Mr. Boyd, Mr. Al-Joundi and Chris Vollmershausen, Senior Vice President, Legal, General Counsel & Corporate Secretary of Agnico to discuss a potential transaction. Consistent with prior discussions, Agnico's senior management proposed the concept of an at-market exchange ratio that implied, observing then current share prices, approximately 0.62 of an Agnico Share for each Kirkland Share. The Parties agreed on the need for thorough reciprocal due diligence, including site visits to be completed by the end of the summer to accommodate, if deemed appropriate, a target announcement date of August 30, 2021. During the meeting, it was discussed that Mr. Boyd would serve as Executive Chair of the Combined Company, Mr. Makuch would serve as Chief Executive Officer of the Combined Company and that the Combined Company Board would be comprised of both Agnico directors and Kirkland directors, to reflect a merger of equals transaction.


On June 22, 2021, Kirkland and Agnico agreed to extend the term of the original mutual confidentiality and standstill agreement dated June 24, 2019 by an additional year until June 24, 2022. Following the extension of the Confidentiality Agreement, Kirkland and Agnico resumed reciprocal legal, financial and technical due diligence. During the remainder of the summer of 2021, the Parties continued to engage in discussions and to continue ongoing due diligence reviews.

On June 27, 2021, the Kirkland Board met with Kirkland's senior management and, at the request of the Kirkland Board, received a presentation from BMO Capital Markets regarding a potential transaction with Agnico. Cassels was consulted to discuss the circumstances in which a special committee of the Kirkland Board would be required or advisable and the fiduciary duties of directors in the context of potential change of control or merger transactions. After discussions and having considered the advice of Cassels, on July 5, 2021 the Kirkland Board ratified the formation of the Kirkland Special Committee comprised of Peter Grosskopf, Jon Gill and Jeffrey Parr (each an independent director), with Mr. Grosskopf serving as Chairperson, to assist in evaluating and negotiating a proposed transaction. The Kirkland Board also approved a broad mandate for the Kirkland Special Committee that included responsibility for, among other things, reviewing and considering any proposal relating to a proposed transaction with Agnico, supervising and managing a process for evaluating the proposed transaction and making recommendations to the Kirkland Board in respect of the proposed transaction. In carrying out its responsibilities, the Kirkland Special Committee was authorized to, among other things, retain financial, legal and other advisors if required or considered to be appropriate in the circumstances.

On the morning of June 29, 2021, Mr. Makuch and Mr. Boyd had a call to discuss the potential transaction and later that day Kirkland received a further proposal from Agnico reconfirming its interest in pursuing a potential at-market merger of equals transaction. The proposal included an updated term sheet and a request for the Parties to enter into exclusive negotiations until September 30, 2021.

On June 30, 2021, the Kirkland Special Committee met with members of Kirkland's senior management and Cassels to receive an update from management regarding the recent discussions with Agnico. The Kirkland Special Committee directed management to continue to engage in discussions with Agnico but on a non-exclusive basis. Concurrently, representatives of Kirkland's senior management together with its financial and legal advisors continued to explore and evaluate a number of other strategic options that were potentially available to Kirkland.

On July 5, 2021, each of Agnico and Kirkland provided access to its virtual data room to the other as well as to their respective advisors, and extensive due diligence continued to advance. Between July 6 and July 7, 2021, Mr. Makuch, Natasha Vaz, Chief Operating Officer, Eric Kallio, SVP Exploration and Mr. Gill of Kirkland, completed a site visit to the Agnico properties located in Nunavut and on July 6, 2021, Kirkland's senior management received a management presentation from Agnico's senior management regarding its Nunavut properties. On July 12, 2021, representatives of Kirkland's senior management presented to representatives of Agnico's senior management and financial advisors and reviewed, among other things, Kirkland's assets, life of mine plans, optimization plans and exploration plans. On July 13, 2021, representatives of Agnico's senior management presented to representatives of Kirkland's senior management and financial advisors and reviewed, among other things, Agnico's assets, life of mine plans, public information with respect to the Canadian Malartic mine, optimization plans and exploration plans, other than its Nunavut properties which had been discussed in the prior weeks' presentation. During reciprocal management presentations, initial questions around areas for synergy were discussed in the context of stand-alone business plans.

Between July 14 and July 15, 2021, members of Agnico's senior management completed a site visit at Kirkland's Detour Lake mine and Macassa Mine located in Ontario. Between July 20 and July 21, 2021, Mr. Makuch, Mr. Kallio and Mr. Gill completed a site visit at Agnico's LaRonde property and Goldex property located in Quebec and an aerial tour of all of Agnico's properties in the region, including the Canadian Malartic mine. Between July 29 and July 30, 2021, members of Agnico's senior management completed a site visit at Kirkland's Fosterville Mine in Australia. Between August 15 and 17, 2021, Mr. Makuch, Mr. Kallio and Mr. Gill completed a site visit to Agnico's Kittila property located in Finland. Between August 18 and August 19, 2021, Mr. Kallio and Mr. Gill completed a site visit of Agnico's Pinos Altos and La India properties located in Mexico. During this period, the senior management of Kirkland and Agnico continued to work on the evaluation of potential synergies that could arise from a merger of the two companies.


While the site visits and due diligence unfolded in July and August, members of each Party's senior management, together with their corporate development, finance, procurement, sustainability, tax and investor relations teams, met on an ongoing basis to discuss the proposed transaction, including potential synergies of the Combined Company.

On July 16, 2021, Mr. Neal was contacted by a senior member of the management team of a precious metals company ("Party 1") requesting a meeting of the principals of the parties to discuss a potential acquisition of Kirkland.

On July 19, 2021, the Kirkland Special Committee met with members of Kirkland's senior management to receive an update with respect to the ongoing due diligence of Agnico and to discuss the meeting request received from Party 1.

On July 20, 2021, Cassels delivered a memorandum to the Kirkland Board setting out the obligations of the Kirkland Board and the Kirkland Special Committee in the context of change of control or merger transactions, including the appropriate process to follow upon receipt of an offer from a third party and their legal and fiduciary duties. The directors were provided with an opportunity to ask questions and received responses from Cassels. Following this meeting, the Special Committee gave instructions to Kirkland's senior management regarding the process for evaluating potential offers and conducting negotiations.

On July 22, 2021, Mr. Makuch and Mr. Neal met in person with their respective counterparts at Party 1 to discuss a potential acquisition of Kirkland.

On July 25, 2021, Kirkland received a non-binding and conditional proposal from Party 1 stating its interest in acquiring Kirkland for primarily share consideration. The proposal suggested the establishment of a due diligence process involving the mutual exchange of confidential information between the parties. Included with Party 1's proposal was a draft confidentiality and standstill agreement and non-binding term sheet.

On July 26, 2021, the Kirkland Board met with members of Kirkland's senior management and representatives of Cassels, BMO Capital Markets and Maxit Capital to consider the proposal received from Party 1. At this meeting, BMO Capital Markets and Maxit Capital advised the Kirkland Board that the premium offered in the proposal from Party 1 was capped at an amount that was low relative to comparable precedent change of control transactions. Following discussions, the Kirkland Board directed management to respond to and advise Party 1 that the financial terms of the indicative proposal were not sufficiently compelling to induce Kirkland to engage in substantive negotiations regarding a sale of the company. In light of the proposal from Party 1 and the continued discussions with Agnico, the Kirkland Board also discussed the advisability of engaging independent legal and financial advisors for the Kirkland Special Committee to support a more robust process for evaluating potential transactions. On July 28, 2021, the Kirkland Special Committee engaged Fasken as its legal advisors.

On July 28, 2021, the Kirkland Board met with members of Kirkland's senior management to receive an update on the status of ongoing discussions with Agnico and Party 1. Following the meeting of the Kirkland Board, Mr. Makuch and Mr. Neal held discussions with representatives of Party 1 and communicated the Kirkland Board's determination that Party 1 would need to provide an updated proposal containing more compelling financial terms in order for Kirkland to pursue further discussions with Party 1 regarding a potential transaction.

On July 29, 2021, Kirkland received an updated non-binding and conditional proposal from Party 1 reaffirming its interest in pursuing a potential acquisition of Kirkland with only modestly improved terms. The proposal noted that the improved financial terms were contingent upon the results of its due diligence review corroborating Kirkland's internal view on valuation and Party 1's review of synergy potential. Later that day the Kirkland Special Committee met with representatives of Fasken to discuss the updated proposal from Party 1 and consider whether it would be appropriate to expand the scope of the mandate of the Kirkland Special Committee. Following this meeting, the mandate of the Kirkland Special Committee was expanded to include the evaluation of any proposed transaction and the consideration of alternatives to any proposed transaction, including seeking alternative transactions or continuing Kirkland as a standalone entity.


On July 30, 2021, the Kirkland Special Committee met with representatives of Fasken to discuss the updated proposal from Party 1 and the appropriate process for future meetings between Kirkland's senior management and Agnico, Party 1 or other interested parties. The Kirkland Special Committee also discussed the importance of advancing discussions with Agnico and Party 1 in tandem along similar timelines to ensure that Kirkland would be in a position to make an actionable decision on potential offers.

On August 1, 2021, the Kirkland Special Committee met with members of Kirkland's senior management and representatives of Cassels, Fasken, BMO Capital Markets and Maxit Capital to consider Party 1's revised proposal. Following the Kirkland Special Committee meeting and on the instructions of the Kirkland Special Committee, Kirkland management responded to Party 1 reiterating that the financial terms of the revised indicative proposal received from Party 1 on July 29, 2021 continued to be insufficient to constitute a basis for substantive negotiations. Representatives of Kirkland's senior management indicated that they would be willing to continue to engage in discussions with Party 1 on a non-exclusive basis and provide Party 1 with access to full due diligence materials, management presentations and site visits, subject to entering into a satisfactory confidentiality and standstill agreement, in order to see if Party 1 could present a more compelling offer, including the removal of conditionality and potential to include cash consideration.

On August 4, 2021, the Kirkland Special Committee met with representatives of Fasken to discuss the status of Kirkland management's discussions with Agnico and Party 1 and, after having considered the advice of Fasken, determined the appropriate process for evaluating potential offers and strategic alternatives and conducting any negotiations. At this meeting, the Kirkland Special Committee also discussed engaging an independent financial advisor for the Kirkland Special Committee and exploring the possibility of contacting other potential interested parties.

On August 5, 2021, Kirkland received a letter from Party 1 advising of Party 1's continued interest and desire to finalize a term sheet and confidentiality and standstill agreement and to complete due diligence on an expedited basis. Later in the day, the Kirkland Special Committee met with members of Kirkland's senior management as well as representatives from Cassels, Fasken, BMO Capital Markets and Maxit Capital to discuss the latest communication from Party 1 and the ongoing discussions with Agnico. The Kirkland Special Committee received a joint presentation from BMO Capital Markets and Maxit Capital that set out the various strategic alternatives that had been identified including, among others: (i) the continuation of Kirkland as a standalone entity; (ii) a potential merger of equals transaction involving Agnico; (iii) a potential transaction involving the acquisition of Kirkland by Party 1; and (iv) pursuing a limited market check or formal auction process. The Kirkland Special Committee discussed and considered the various alternatives and directed Kirkland's management to assess its internal valuation model, while simultaneously progressing discussions with Agnico and Party 1.

In addition, the Kirkland Special Committee, supported by advice of a financial advisor of Kirkland, was supportive of contacting one additional potential counterparty ("Party 2") to gauge its interest in pursuing a potential acquisition of Kirkland. Maxit Capital was authorized to contact Party 2 on behalf of Kirkland.

On August 6, 2021, Mr. Makuch and Mr. Boyd had a telephone call to discuss the status of negotiations. Mr. Makuch communicated the need to extend the timeline for the potential combination of Agnico and Kirkland in light of the incoming strategic interest that had been received and the need for the Kirkland Board to consider alternatives in parallel to the process with Agnico. Mr. Boyd communicated that Agnico remained committed to the transaction with Kirkland and accordingly the due diligence and joint synergy work being completed by both Parties continued.

On August 9, 2021, Mr. Boyd met in person with the Kirkland Board at Kirkland's offices to discuss the merits of the proposed transaction with Agnico.


On August 10, 2021, Mr. Makuch had a telephone call with the Chief Executive Officer of Party 2 regarding a potential acquisition of Kirkland. Mr. Makuch indicated that time was of the essence. The Chief Executive Officer of Party 2 expressed an interest in entering into a confidentiality agreement with Kirkland to facilitate the exchange of confidential information and completion of due diligence. Following this call, on August 12, 2021, the Kirkland Special Committee met with Kirkland's senior management to receive an update on the initial discussions with Party 2 and directed them to send a confidentiality and standstill agreement to Party 2 in order to facilitate access to due diligence materials.

On August 15, 2021, the Kirkland Special Committee engaged CIBC Capital Markets as its financial advisor (with a formal engagement letter signed on August 30, 2021).

On August 19 and August 20, 2021, Kirkland entered into confidentiality and standstill agreements with Party 1 and Party 2, respectively, and began providing confidential financial, technical and legal due diligence to Party 1 and Party 2. Between August 19 and September 28, 2021, Party 1 was provided with access to Kirkland's virtual data room, received a presentation from Kirkland's senior management on all of Kirkland's operating mines and completed site visits to the operating mines in Ontario. During this period, Kirkland was provided with access to Party 1's virtual data room, received a presentation from Party 1's senior management and completed a site visit to one of Party 1's key operating mines. Between August 20 and September 28, 2021, Party 2 was provided with access to Kirkland's virtual data room, received a presentation from Kirkland's senior management and completed site visits to Kirkland's operating mines in Ontario.

On August 20, 2021, the Kirkland Special Committee met with representatives of Fasken and CIBC Capital Markets to discuss the status of discussions with Agnico, Party 1 and Party 2. Following this in camera session, members of Kirkland's senior management and representatives of Cassels, BMO Capital Markets and Maxit Capital were invited to join the meeting of the Kirkland Special Committee to discuss the merits of the standalone option as well as a potential transaction with Agnico, Party 1 or Party 2.

On August 24, 2021, Kirkland's senior management and Agnico's senior management met in person to review ongoing individual and joint work on potential synergies associated with the merger of equals transaction.

On August 30, 2021 and September 2, 2021, Kirkland provided the market with an update on exploration results for the Fosterville Mine and a material mineral resource update for the Detour Lake mine, respectively.

On the morning of September 8, 2021, the Kirkland Special Committee met with representatives of CIBC Capital Markets and Fasken to receive and consider CIBC Capital Market's initial views on the internal financial model prepared by Kirkland's management and the financial model prepared by Agnico.

Early in the evening on September 8, 2021, the Kirkland Special Committee met with the remaining members of the Kirkland Board, Kirkland's senior management and representatives from Cassels, Fasken, BMO Capital Markets, Maxit Capital and CIBC Capital Markets. Management provided a presentation of its updated internal financial model to support consideration of the standalone option. The Kirkland Special Committee also received a joint presentation from BMO Capital Markets and Maxit Capital with respect to the various strategic alternatives and potential negotiating strategies. Following the presentation, the Kirkland Special Committee met in camera with the other independent members of the Kirkland Board followed by an in camera meeting with only the members of the Kirkland Special Committee present.

On September 11, 2021, representatives of Party 1 had a discussion with Mr. Makuch and Mr. Neal and advised that Party 1 had determined to discontinue discussions regarding a potential acquisition of Kirkland as, following completion of detailed due diligence and assessment of synergy potential, Party 1 was unable to provide an acquisition proposal. It was noted that the Kirkland Share price had materially outperformed the share price of Party 1 since the initial expression of interest. The representatives of Party 1 indicated that they remained interested in pursuing discussions regarding potential asset-level transactions that would involve Party 1 becoming the operator of the Detour Lake mine. Following this call, the Kirkland Special Committee met with members of Kirkland's senior management and representatives from Cassels, Fasken, BMO Capital Markets, Maxit Capital and CIBC Capital Markets to receive an update from management on the discussions with Party 1. The Kirkland Special Committee determined that the potential asset-level transaction with Party 1 was not a compelling alternative as a standalone transaction and instructed Kirkland senior management to continue to pursue a merger of equals transaction with Agnico, and in parallel continue to provide Party 2 with access to information.


On September 12, 2021, Mr. Makuch, Mr. Grosskopf and Mr. Parr met with Mr. Boyd to discuss the potential merger and the Parties reaffirmed their mutual interest in pursuing a proposed merger of equals transaction. Mr. Makuch proposed, and Mr. Boyd subsequently agreed, to proceed with negotiating a transaction on the basis that the Kirkland Shareholders would own 45% of the combined company on completion of the proposed transaction. Based on then current share prices, this implied an exchange ratio of approximately 0.76 of an Agnico Share for each Kirkland Share, which represented an 8% premium to a 10-day VWAP and a 4% premium based on the previous trading day closing prices.

On September 13, 2021, Kirkland received a draft exclusivity agreement from Agnico including a request for the Parties to enter into exclusive negotiations until October 8, 2021 with a view to negotiating and finalizing the merger documentation.

On the morning of September 15, 2021, the Kirkland Special Committee met with representatives of CIBC Capital Markets and Fasken to receive a presentation from CIBC Capital Markets regarding, among other things, a preliminary analysis of the relative values of the Parties and an overview of the potential synergies.

Early in the evening of September 15, 2021, the Kirkland Board met with members of Kirkland's senior management and representatives of Cassels, Fasken, BMO Capital Markets, Maxit Capital and CIBC Capital Markets to discuss the exclusivity agreement received from Agnico. The Kirkland Board received presentations from BMO Capital Markets and Maxit Capital regarding the financial and strategic merits of a potential transaction with Agnico as compared to other available or reasonably foreseeable alternatives and received a presentation from Cassels regarding the draft exclusivity agreement. The financial advisors advised that given the passage of time since the commencement of Party 2's due diligence and based on financial analyses of Party 2 and given that Party 2 had not provided an indicative proposal or indicated any intention to provide such a proposal, it was unlikely that Party 2 would make an offer to acquire Kirkland that would be viewed as compelling relative to a merger with Agnico given the unique and meaningful synergies only available in a transaction with Agnico. The Kirkland Board approved the entering into of the exclusivity agreement, with an exclusivity period expiring on October 1, 2021. On September 16, 2021, Kirkland and Agnico entered into the Exclusivity Agreement.

On September 17, 2021, Kirkland received a term sheet from Party 1 regarding potential asset-level transactions that would include a 50/50 joint-venture ownership structure of the Detour Lake mine, with Party 1 as operator. In light of the terms of the Exclusivity Agreement, representatives of Kirkland responded to Party 1 and advised that Kirkland was not interested in pursuing discussions at that time.

On September 17, 2021, Agnico delivered an initial draft of the Merger Agreement to Kirkland for its review and comment.

On September 22 and September 25, 2021, the Kirkland Special Committee met with members of Kirkland's senior management as well as representatives from Cassels, Fasken, BMO Capital Markets, Maxit Capital and CIBC Capital Markets to discuss the draft Merger Agreement and ancillary agreements. Cassels and Fasken provided an overview of the key terms and issues identified in reviewing the initial drafts of the transaction documents. The Kirkland Special Committee and Kirkland's senior management discussed and considered the appropriate exchange ratio in the context of current trading activity and Kirkland's relative outperformance. Following discussions, the Kirkland Special Committee provided instructions on certain key issues and Kirkland delivered revised drafts of the Merger Agreement to Agnico.

On September 24 and September 26, 2021, representatives of Kirkland's senior management and representatives of Cassels and Fasken met with representatives of Agnico's senior management and representatives of Davies to discuss key issues relating to the Merger Agreement.


Between September 24 and September 26, 2021, Mr. Makuch and Mr. Boyd discussed the exchange ratio in the context of current trading activity and, at the direction of the Special Committee, Mr. Makuch proposed an increased exchange ratio whereby Kirkland Shareholders would own 46% of the combined company on completion of the proposed transaction.

On the morning of September 27, 2021, Mr. Makuch and Mr. Boyd had a telephone call to discuss the status of negotiations and the increased exchange ratio. Following the close of markets on September 27, 2021, Mr. Boyd confirmed Agnico's agreement to an increased exchange ratio such that Kirkland Shareholders would own 46% of the combined company on completion of the proposed transaction, implying an exchange ratio 0.7935 of an Agnico Share for each Kirkland Share.

Early in the evening of September 27, 2021, the Kirkland Special Committee met with the full Kirkland Board and Kirkland's senior management, together with representatives of Cassels, Fasken, BMO Capital Markets, Maxit Capital and CIBC Capital Markets, to review and consider the terms of the Merger Agreement. Representatives of Kirkland's senior management, Cassels and Fasken reported on the most recent revisions that had been made to the draft Merger Agreement and the ancillary agreements and the Kirkland Special Committee was provided with the opportunity to ask questions of Kirkland's senior management and of the legal and financial advisors. The Kirkland Special Committee received a presentation from CIBC Capital Markets regarding, among other things, an analysis of the relative values of the Parties and an overview of the potential synergies. Following the presentation, the remainder of the Kirkland Board, Kirkland's senior management and representatives of Cassels, BMO Capital Markets and Maxit Capital were excused from the meeting and the Kirkland Special Committee authorized representatives of Kirkland's senior management to continue to negotiate with Agnico with a view to finalizing the terms of the Arrangement and the Merger Agreement and resolved to reconvene following the resolution of certain final outstanding points.

Later in the evening of September 27, 2021, the Kirkland Special Committee met with the full Kirkland Board and Kirkland's senior management, together with representatives of Cassels, Fasken, BMO Capital Markets, Maxit Capital and CIBC Capital Markets, to discuss the final outstanding points in the Merger Agreement. Cassels and Fasken reported on the most recent revisions that had been made to the draft Merger Agreement, following which CIBC Capital Markets provided its oral fairness opinion, which was subsequently confirmed by delivery of a written opinion, that, as of September 27, 2021, and subject to the assumptions, limitations, and qualifications set out therein, the Exchange Ratio is fair, from a financial point of view, to the Kirkland Shareholders. After discussion and consideration, including a review of the transaction terms, the CIBC Capital Markets Fairness Opinion and other relevant matters, the Kirkland Special Committee unanimously determined that the Arrangement and the entering into of the Merger Agreement are in the best interests of Kirkland and that the Consideration is fair to the Kirkland Shareholders and recommended to the Kirkland Board that the Kirkland Board approve the Arrangement and the entering into of the Merger Agreement and ancillary agreements, and recommend that Kirkland Shareholders vote in favour of the Arrangement.

Following the meeting of the Kirkland Special Committee, the Kirkland Board met to receive the report of the Kirkland Special Committee and to receive advice from its financial and legal advisors. Cassels reviewed the terms of the Merger Agreement and ancillary agreements to be entered into in connection with the Arrangement, and the Kirkland Board was provided with the opportunity to ask questions of Kirkland's senior management and of its legal and financial advisors. The Kirkland Board received oral fairness opinions from BMO Capital Markets and Maxit Capital, which were subsequently confirmed by delivery of written opinions, that, as of September 27, 2021, and subject to the assumptions, limitations, and qualifications set out therein, the Exchange Ratio is fair, from a financial point of view, to the Kirkland Shareholders. After a discussion and taking into consideration the unanimous recommendation of the Kirkland Special Committee, its own assessment of the transaction and the interests of Kirkland Shareholders, the BMO Fairness Opinion and the Maxit Capital Fairness Opinion and other relevant matters, the Kirkland Board unanimously determined that the Arrangement and the entering into of the Merger Agreement are in the best interests of Kirkland and that the Consideration is fair to the Kirkland Shareholders, unanimously approved Kirkland entering into the Merger Agreement and the ancillary agreements and unanimously resolved to recommend that Kirkland Shareholders vote in favour of the Arrangement.


Throughout the evening of September 27, 2021 and the morning of September 28, 2021, Kirkland and Agnico, assisted by their respective legal and financial advisors, finalized the terms of the Merger Agreement and other transaction documents. Kirkland and Agnico executed the Merger Agreement early in the morning on September 28, 2021 and jointly announced the Arrangement prior to markets opening on September 28, 2021.

Recommendation of the Agnico Board

The Agnico Board, having undertaken a thorough review of, and having carefully considered the terms of the Arrangement and the Merger Agreement, and after consulting with its financial and legal advisors, including having received and taken into account the Agnico Fairness Opinions and such other matters as it considered necessary and relevant, including the factors set out below under the headings "Reasons for the Arrangement" and "Additional Agnico Reasons", has unanimously determined that the Arrangement is in the best interests of Agnico and has authorized Agnico to enter into the Merger Agreement and all related agreements.

Accordingly, the Agnico Board has unanimously approved the Arrangement and the entering into by Agnico of the Merger Agreement and unanimously recommends that the Agnico Shareholders vote FOR the Agnico Resolution.

Recommendation of the Kirkland Special Committee

The Kirkland Special Committee, having undertaken a thorough review of, and having carefully considered the terms of the Arrangement and the Merger Agreement, and after consulting with management of Kirkland and its independent financial and legal advisors, including having received and taken into account the CIBC Capital Markets Fairness Opinion and such other matters as it considered necessary and relevant, including the factors set out below under the headings "Reasons for the Arrangement" and "Additional Kirkland Reasons", unanimously recommended to the Kirkland Board that the Kirkland Board determine that the Arrangement is in the best interest of Kirkland and that the Consideration is fair to the Kirkland Shareholders and that the Kirkland Board authorize Kirkland to enter into the Merger Agreement and all related agreements and recommend that Kirkland Shareholders vote in favour of the Arrangement Resolution.

Recommendation of the Kirkland Board

The Kirkland Board, having undertaken a thorough review of, and having carefully considered the terms of the Arrangement and the Merger Agreement, and after consulting with its financial and legal advisors, including having received and taken into account the Kirkland Fairness Opinions, the unanimous recommendation of the Kirkland Special Committee and such other matters as it considered necessary and relevant, including the factors set out below under the headings "Reasons for the Arrangement" and "Additional Kirkland Reasons", has unanimously determined that the Arrangement is in the best interests of Kirkland and that the Consideration is fair to the Kirkland Shareholders and authorized Kirkland to enter into the Merger Agreement and all related agreements.

Accordingly, the Kirkland Board has unanimously approved the Arrangement and the entering into by Kirkland of the Merger Agreement and unanimously recommends that the Kirkland Shareholders vote FOR the Arrangement Resolution.

Reasons for the Arrangement

In making their respective recommendations, the Agnico Board and the Kirkland Board have reviewed and considered a number of factors relating to the Arrangement, including those listed below, with the benefit of advice from their respective senior management teams and financial and legal advisors, and, in the case of the Kirkland Board, the recommendation of the Kirkland Special Committee. The following is a summary of the principal reasons for the respective recommendations of the Agnico Board and the Kirkland Board:

  • Creating a World-Leading Senior Gold Producer. The Arrangement will create the Combined Company, which will be a high-quality senior gold producer with the lowest all-in sustaining cost per ounce of gold, highest EBITDA margin and lowest-risk portfolio of operating mines among its Senior Gold Peers. The Combined Company is expected to produce approximately 3.4 million of ounces of gold in 2021 on a pro forma basis.

  • Enhances Position in one of the Most Prolific and Prospective Gold Regions in the World. The Combined Company is expected to be Canada's leading gold producer, with anticipated production in the country of approximately 2.5 million ounces of gold in 2021, or approximately 75% of 3.4 million ounces of total expected gold production, on a pro forma basis. The combined portfolio will be anchored by high-quality gold production in Ontario, Quebec and Nunavut in Canada, as well as at the Fosterville Mine in Victoria, Australia, Kittila in the Lapland region of Northern Finland and Pinos Altos and La India in Northern Mexico.

  • Unique Synergies to Drive Significant Value Creation.

    • The combination of Agnico and Kirkland creates a unique opportunity to unlock significant operational, development and strategic synergies along the Abitibi-Kirkland Lake corridor and to leverage sector-leading technical expertise to create additional value across the portfolio.

    • The Combined Company is expected to generate over $0.8 billion and $2 billion in pre-tax synergies and optimization benefits over the next five and ten years, respectively, including:

      • approximately $145 million over five years and $320 million over 10 years in corporate synergies, including head office general and administrative expenses, offices, payroll, legal and other;

      • approximately $130 million per year, $440 million over five years and $1.1 billion over 10 years in operational synergies, including procurement, warehousing, logistics, processing, centralized control, data management and accelerated innovation and other; and

      • approximately $240 million over five years and $590 million over 10 years in strategic optimization, including optimizing and consolidating infrastructure, project improvement (for example, Upper Beaver, Upper Canada and Amalgamated Kirkland) and sharing of best practices.

    • While substantially unquantified, the Arrangement also offers significant potential for more efficient sharing of established competencies developed individually by Kirkland and Agnico, as well as significant opportunity to successfully innovate as operations are modernized.

  • Maintain a Strong Leadership Team with a Proven Track-Record. The Combined Company will benefit from the combination of two strong management teams with proven track-records of growing per share value in key metrics such as production, mineral reserves, cash flow and net asset value.

  • Unparalleled Track Record of Growing Mineral Reserves and Mineral Resources. The Arrangement will combine the only two companies among the Senior Gold Peers to have grown mineral reserves and production per share over the last 10 years through consistent investment in exploration and value-added acquisitions.

  • Industry-Leading ESG with Ability to make Long-Term ESG Investments. The Combined Company is positioned to be a leader in ESG initiatives, with one of the lowest greenhouse gas emission rates per ounce, and will have an enhanced ability, through the sharing of established competencies, joined forces on innovation and scale, to be a more effective collaborator with key suppliers, government and communities, and to become net zero by 2050 or sooner.

  • Enhances and Adds Flexibility to an Attractive Minesite and Project Pipeline. The Arrangement will combine a robust pipeline of growth projects and exploration opportunities. These projects are located in existing mining camps and are expected to drive manageable, relatively low-risk, high-return production growth over the next decade and more. For example, there is an opportunity to develop Agnico's Kirkland Lake area greenfield development assets, with the benefit of Kirkland's established infrastructure at the Macassa Mine and the Holt Complex.


  • Provides the Financial Strength to Increase Capital Distributions to Shareholders While Investing in Growth Projects. The increased financial strength of the Combined Company is expected to provide enhanced financial flexibility to fund both the robust pipeline of growth projects and to build on a proven track record of growing sustainable capital returns to shareholders while also maintaining a strong investment-grade balance sheet.

  • Comprehensive Arm's Length Negotiations. The terms of the Merger Agreement and the Arrangement are the result of a comprehensive negotiation process, undertaken with the oversight and participation of Agnico's and Kirkland's respective legal counsel and financial advisors.

  • Stakeholder Analysis. The terms of the Merger Agreement treat all stakeholders of Agnico and Kirkland, respectively, equitably and fairly.

  • Shareholder and Court Approval. The Arrangement is subject to the following shareholder and court approvals, which protect Agnico Shareholders and Kirkland Shareholders:

    • the Arrangement Resolution requires approval of at least two-thirds of the votes cast by Kirkland Shareholders present (virtually) or represented by proxy and entitled to vote at the Kirkland Meeting;

    • the Agnico Resolution requires the approval of at least a simple majority of the votes cast by Agnico Shareholders present (virtually) or represented by proxy and entitled to vote at the Agnico Meeting; and

    • the Arrangement is subject to a determination of the Court that the Arrangement is fair and reasonable, both procedurally and substantively, to Kirkland Shareholders and other affected Persons.

  • Regulatory Approvals. The likelihood that the transaction will receive the Key Regulatory Approvals under applicable Laws, based on the advice of the Parties' legal and other advisors in connection with such Key Regulatory Approvals.

  • Ability to Close. Each of Agnico and Kirkland believes that the Parties are committed to completing the Arrangement, has a proven track record of completing deals, and anticipates that the Parties will be able to complete the Arrangement, in accordance with the terms of the Merger Agreement, within a reasonable time and in any event prior to the Outside Date.

  • Superior Proposals. The Merger Agreement permits the Agnico Board and the Kirkland Board, in the exercise of their respective fiduciary duties, to respond, prior to the Agnico Meeting and the Kirkland Meeting, to certain unsolicited acquisition proposals that are more favourable, from a financial point of view, to Agnico Shareholders or Kirkland Shareholders, as the case may be, than the Arrangement.

  • Support of Directors and Officers. Directors and officers of Agnico and Kirkland have entered into the Agnico Support and Voting Agreements and the Kirkland Support and Voting Agreements with Kirkland and Agnico, respectively, pursuant to which, and subject to the terms thereof, they have agreed, among other things, to vote their Agnico Shares in favour of the Agnico Resolution and to vote their Kirkland Shares in favour of the Arrangement Resolution, as applicable.

See "Information Concerning the Combined Company Following the Arrangement" for further information concerning Agnico following completion of the Arrangement.


Additional Agnico Reasons

In addition to the factors listed above in "Reasons for the Arrangement", the Agnico Board also considered and relied upon the following factors in making its recommendation to Agnico Shareholders:

  • Participation in Future Growth. Agnico Shareholders will participate in future increases in the value of the Combined Company and the opportunities associated with the Combined Company's assets and properties. Following completion of the Arrangement, Agnico Shareholders prior to the combination are expected to own approximately 54% of the common shares of the Combined Company on a non-diluted basis, based on the number of securities of Kirkland and Agnico issued and outstanding as of September 27, 2021.

  • TD Securities Fairness Opinion. The TD Securities Fairness Opinion provided to the Agnico Board to the effect that, as of September 27, 2021 and based upon the assumptions, limitations and qualifications set out therein, the Consideration to be paid by Agnico to the Kirkland Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Agnico.

  • BofA Securities Fairness Opinion. The BofA Securities Fairness Opinion provided to the Agnico Board to the effect that, as of September 27, 2021 and based upon the assumptions, limitations and qualifications set out therein, the Exchange Ratio provided for in the Arrangement is fair from a financial point of view to Agnico.

  • Advice from Trinity Advisors. Agnico engaged Trinity Advisors to provide financial advice in connection with the Arrangement and the Agnico Board relied on such advice in its assessment of the Arrangement.

  • Review by Agnico Board. The terms of the Arrangement are the result of a comprehensive negotiation process, undertaken with the oversight and participation of Agnico's legal counsel, and in the judgment of the Agnico Board relying on financial, legal and other advisors and discussions with management and their review of the Agnico Fairness Opinions, the Exchange Ratio and the Consideration to be paid to the Kirkland Shareholders is fair from a financial point of view to Agnico.

  • Other Factors. The Agnico Board also considered the Arrangement with reference to the financial condition and results of operations of Agnico, as well as its prospects, strategic alternatives and competitive position, including the risks involved in achieving those prospects and following those alternatives in light of current market conditions and Agnico's financial position.

In coming to its determinations and recommendations with respect to the Arrangement, the Agnico Board also considered a number of potential risks and potential negative factors, which the Agnico Board concluded were outweighed by the positive substantive and procedural factors of the Arrangement described above, including the following:

  • the risks to Agnico if the Arrangement is not completed, including the costs to Agnico in pursuing the Arrangement, the significant attention required of management to implement the Arrangement, restrictions on the conduct of Agnico's business prior to completion of the Arrangement, and the potential impact on Agnico's current business operations and relationships (including with current and prospective employees, customers, distributors, suppliers and partners);

  • the risks associated with obtaining the Key Regulatory Approvals, including the potential impact on Agnico's current business operations and relationships (including with current and prospective employees, customers, distributors, suppliers and partners) given the length of time that may be required to obtain the Key Regulatory Approvals;

  • conditions to Kirkland's obligation to complete the Arrangement and the right of Kirkland to terminate the Merger Agreement under certain circumstances; and


  • the limitations contained in the Merger Agreement on Agnico's ability to solicit interest from third parties and the fact that if the Merger Agreement is terminated under certain circumstances, Agnico must pay the Termination Amount to Kirkland.

Due to the wide variety of factors and information considered in connection with its evaluation of the Arrangement, the Agnico Board did not find it practicable to, and therefore did not, quantify or otherwise attempt to assign any relative weight to each specific factor or item of information considered in reaching its conclusions and recommendation. In addition, individual members of the Agnico Board may have given different weight to various factors or items of information.

The Agnico Board's reasons for recommending the Arrangement include certain assumptions relating to forward-looking information, and such information and assumptions are subject to various risks. See "Joint Management Information Circular - Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors".

Additional Kirkland Reasons

In addition to the factors listed above in "Reasons for the Arrangement", the Kirkland Board also considered and relied upon the following factors in making its recommendation to Kirkland Shareholders:

  • Participation in Future Growth. Kirkland Shareholders will receive Agnico Shares pursuant to the Arrangement and thereby will have the opportunity to participate in future increases in the value of the Combined Company and the opportunities associated with the Combined Company's assets and properties. Following completion of the Arrangement, Former Kirkland Shareholders are expected to own approximately 46% of the common shares of the Combined Company on a non-diluted basis, based on the number of securities of Kirkland and Agnico issued and outstanding as of September 27, 2021.

  • CIBC Capital Markets Fairness Opinion. The CIBC Capital Markets Fairness Opinion provided to the Kirkland Special Committee to the effect that, as of September 27, 2021 and based upon the assumptions, limitations and qualifications set out therein, the Exchange Ratio is fair, from a financial point of view, to the Kirkland Shareholders. None of the fees payable to CIBC Capital Markets are contingent on completion of the Arrangement.

  • BMO Capital Markets Fairness Opinion. The BMO Capital Markets Fairness Opinion provided to the Kirkland Board to the effect that, as of September 27, 2021 and based upon the assumptions, limitations and qualifications set out therein, the Exchange Ratio pursuant to the Arrangement is fair from a financial point of view to the Kirkland Shareholders.

  • Maxit Capital Fairness Opinion. The Maxit Capital Fairness Opinion provided to the Kirkland Board to the effect that, as of September 27, 2021 and based upon the assumptions, limitations and qualifications set out therein, the Exchange Ratio is fair, from a financial point of view, to the Kirkland Shareholders.

  • Role of Special Committee. The Arrangement was reviewed and evaluated by the Kirkland Special Committee, comprised of members of the Kirkland Board who are independent of Agnico and of management of Kirkland. In addition, the terms of the Arrangement are the result of a comprehensive negotiation process, undertaken with the oversight and participation of its separate legal counsel and financial advisor. Following consultation with its legal and financial advisor and receipt of the CIBC Capital Markets Fairness Opinion, the Kirkland Special Committee unanimously recommended to the Kirkland Board that the Kirkland Board: (a) determine that the Arrangement is in the best interests of Kirkland and the Consideration is fair to the Kirkland Shareholders; and (b) approve the Merger Agreement and recommend that Kirkland Shareholders vote in favour of the Arrangement Resolution.

  • Strategic Alternative Process. The Kirkland Board has periodically reviewed a range of strategic alternatives for creating shareholder value, and in the ordinary course of business Kirkland has had regular engagement with several industry peers in that regard, including other potential transactions. During the summer of 2021, Kirkland and its financial advisors provided due diligence access in connection with a potential change of control transaction with two of the most logical prospective counterparties, did not receive any compelling offers and determined that the Arrangement was the best way to maximize value for Kirkland Shareholders over the long term in light of the significant synergies expected to be realized by the Combined Company. See "The Arrangement - Background to the Arrangement". The Kirkland Board reviewed and considered a number of factors relating to the Arrangement with the benefit of input from the Kirkland Special Committee and advice from Kirkland's senior management, BMO Capital Markets, CIBC Capital Markets, Maxit Capital and Kirkland's legal advisors. The opportunity to combine the Agnico and Kirkland businesses to create a new world-class gold producer was a compelling one that affords multiple opportunities to create sustained, long-term value for Kirkland Shareholders.


  • Tax Deferred Roll-Over. The exchange of Kirkland Shares for Agnico Shares pursuant to the Arrangement will generally be a tax-deferred transaction for Canadian federal income tax purposes for Kirkland Shareholders who are resident in Canada and who do not elect to report a capital gain or loss on their Canadian federal income tax return in respect of the Arrangement, subject to the assumptions, qualifications and discussion under the heading "Income Tax Considerations - Certain Canadian Federal Income Tax Considerations". The exchange of Kirkland Shares for Agnico Shares pursuant to the Arrangement is also intended to qualify for tax-deferred treatment for U.S. federal income tax purposes for certain U.S. Holders of Kirkland Shares, subject to the assumptions, qualifications and discussion under the heading "Income Tax Considerations - Certain United States Federal Income Tax Considerations". While the exchange of Kirkland Shares for Agnico Shares pursuant to the Arrangement will generally result in a "CGT event" for Australian income tax purposes for Australian Holders, certain Australian Holders may be eligible to choose roll-over relief in certain circumstances, as discussed under the heading "Income Tax Considerations - Certain Australian Income Tax Considerations".

  • Dissent Rights. Any Registered Kirkland Shareholders entitled to vote at the Kirkland Meeting may exercise Dissent Rights and receive fair value for their Kirkland Shares as determined by a Court, subject to strict compliance with all requirements applicable to the exercise of Dissent Rights.
     
  • Other Factors. The Kirkland Board also considered the Arrangement with reference to the financial condition and results of operations of Kirkland, as well as its prospects, strategic alternatives and competitive position, including the risks involved in achieving those prospects and following those alternatives in light of current market conditions and Kirkland's financial position.

In coming to its determinations and recommendations with respect to the Arrangement, the Kirkland Board also considered a number of potential risks and potential negative factors, which the Kirkland Board concluded were outweighed by the positive substantive and procedural factors of the Arrangement described above, including the following:

  • the risks to Kirkland if the Arrangement is not completed, including the costs to Kirkland in pursuing the Arrangement, the significant attention required of management to implement the Arrangement, restrictions on the conduct of Kirkland's business prior to completion of the Arrangement, and the potential impact on Kirkland's current business operations and relationships (including with current and prospective employees, customers, distributors, suppliers and partners);

  • the risks associated with obtaining the Key Regulatory Approvals, including the potential impact on Kirkland's current business operations and relationships (including with current and prospective employees, customers, distributors, suppliers and partners) given the length of time that may be required to obtain the Key Regulatory Approvals;

  • conditions to Agnico's obligation to complete the Arrangement and the right of Agnico to terminate the Merger Agreement under certain circumstances; and


  • the limitations contained in the Merger Agreement on Kirkland's ability to solicit additional interest from third parties, as well as the fact that if the Merger Agreement is terminated under certain circumstances, Kirkland must pay the Termination Amount to Agnico.

Due to the wide variety of factors and information considered in connection with its evaluation of the Arrangement, the Kirkland Board did not find it practicable to, and therefore did not, quantify or otherwise attempt to assign any relative weight to each specific factor or item of information considered in reaching its conclusions and recommendation. In addition, individual members of the Kirkland Board may have given different weight to various factors or items of information.

The Kirkland Board's reasons for recommending the Arrangement include certain assumptions relating to forward-looking information, and such information and assumptions are subject to various risks. See "Joint Management Information Circular - Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors".

Kirkland Fairness Opinions

CIBC Capital Markets Fairness Opinion

CIBC Capital Markets was retained by the Kirkland Special Committee to act as its financial advisor in connection with the Arrangement. The engagement includes providing the Kirkland Special Committee with financial advisory services related to the Arrangement, including providing an opinion as to the fairness, from a financial point of view, of the Exchange Ratio to the Kirkland Shareholders.

At a meeting of the Kirkland Special Committee held on September 27, 2021, CIBC Capital Markets orally delivered its opinion to the Kirkland Special Committee, which was subsequently confirmed in writing, to the effect that, as at the date thereof and based upon the assumptions, limitations and qualifications set out therein, the Exchange Ratio is fair, from a financial point of view, to the Kirkland Shareholders. The full text of the CIBC Capital Markets Fairness Opinion, setting out, among other things, the scope of review, assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the CIBC Capital Markets Fairness Opinion, is attached as Appendix F to this Circular. This summary of the CIBC Capital Markets Fairness Opinion is qualified in its entirety by reference to the full text of the opinion.

Pursuant to the terms of its engagement letter with CIBC Capital Markets dated August 30, 2021, Kirkland agreed to pay CIBC Capital Markets a fixed engagement fee and a fixed fee for rendering the CIBC Capital Markets Fairness Opinion (which is not contingent on the conclusions reached in the CIBC Capital Markets Fairness Opinion or the completion of the Arrangement). Kirkland has also agreed to reimburse CIBC Capital Markets for its reasonable out-of-pocket expenses incurred in connection with its services and to indemnify CIBC Capital Markets against certain liabilities that might arise out of its engagement. The payment of expenses is not dependent on the completion of the Arrangement.

The CIBC Capital Markets Fairness Opinion was prepared at the request of and for the information and assistance of the Kirkland Special Committee in connection with its consideration of the Arrangement. The CIBC Capital Markets Fairness Opinion is not a recommendation to any Kirkland Shareholder as to how to vote on the Arrangement Resolution or act on any matter relating to the Arrangement or a recommendation to the Kirkland Special Committee to enter into the Merger Agreement. The CIBC Capital Markets Fairness Opinion does not address any other aspect of the Arrangement and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategies or transactions that might be available to Kirkland or in which Kirkland might engage or as to the underlying business decision of Kirkland to proceed with or effect the Arrangement. The CIBC Capital Markets Fairness Opinion is only one factor that was taken into consideration by the Kirkland Special Committee in making its unanimous recommendation to the Kirkland Board that the Kirkland Board determine that the Arrangement is in the best interest of Kirkland and that the Consideration is fair to the Kirkland Shareholders, that the Kirkland Board authorize Kirkland to enter into the Merger Agreement and all related agreements and recommend that Kirkland Shareholders vote in favour of the Arrangement Resolution. See "The Arrangement - Reasons for the Arrangement". Neither CIBC Capital Markets nor any of its affiliates is an insider, associate or affiliate (as such terms are defined in applicable Canadian Securities Laws) of Agnico or Kirkland or any of their respective associates or affiliates.


The Kirkland Special Committee and the Kirkland Board urges Kirkland Shareholders to review the CIBC Capital Markets Fairness Opinion carefully and in its entirety. See Appendix F of this Circular.

BMO Capital Markets Fairness Opinion

BMO Capital Markets was retained by Kirkland to act as one of its financial advisors in connection with the Arrangement. The engagement includes providing Kirkland with financial advisory and investment banking services related to the Arrangement, including providing an opinion as to the fairness, from a financial point of view, of the Exchange Ratio to the Kirkland Shareholders.

At a meeting of the Kirkland Board held on September 27, 2021, BMO Capital Markets orally delivered its opinion to the Kirkland Board, which was subsequently confirmed in writing, to the effect that, as at the date thereof and based upon the assumptions, limitations and qualifications set out therein, the Exchange Ratio pursuant to the Arrangement is fair from a financial point of view to the Kirkland Shareholders. The full text of the BMO Capital Markets Fairness Opinion, setting out, among other things, the scope of review, assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the BMO Capital Markets Fairness Opinion, is attached as Appendix G to this Circular. This summary of the BMO Capital Markets Fairness Opinion is qualified in its entirety by reference to the full text of the opinion.

Pursuant to the terms of its engagement letter with BMO Capital Markets dated effective March 26, 2021, Kirkland agreed to pay BMO Capital Markets a fixed fee for rendering the BMO Capital Markets Fairness Opinion (which is not contingent on the conclusions reached in the BMO Capital Markets Fairness Opinion or the completion of the Arrangement) and an additional fee that is contingent on completion of the Arrangement. Kirkland has also agreed to reimburse BMO Capital Markets for its reasonable out-of-pocket expenses incurred in connection with its services and to indemnify BMO Capital Markets against certain liabilities that might arise out of its engagement. The payment of expenses is not dependent on the completion of the Arrangement.

The BMO Capital Markets Fairness Opinion was prepared at the request of and for the information and assistance of the Kirkland Board in connection with its consideration of the Arrangement. The BMO Capital Markets Fairness Opinion is not a recommendation to any Kirkland Shareholder as to how to vote on the Arrangement Resolution or act on any matter relating to the Arrangement or a recommendation to the Kirkland Board to enter into the Merger Agreement. The BMO Capital Markets Fairness Opinion does not address any other aspect of the Arrangement and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategies or transactions that might be available to Kirkland or in which Kirkland might engage or as to the underlying business decision of Kirkland to proceed with or effect the Arrangement. The BMO Capital Markets Fairness Opinion is only one factor that was taken into consideration by the Kirkland Board in approving the terms of the Merger Agreement and all related agreements and making its unanimous determination that the Arrangement is in the best interests of Kirkland and that the Consideration is fair to the Kirkland Shareholders and to recommend that the Kirkland Shareholders vote in favour of the Arrangement Resolution. See "The Arrangement - Reasons for the Arrangement". Neither BMO Capital Markets nor any of its affiliates is an insider, associate or affiliate (as such terms are defined in applicable Canadian Securities Laws) of Agnico or Kirkland or any of their respective associates or affiliates.

The Kirkland Board urges Kirkland Shareholders to review the BMO Capital Markets Fairness Opinion carefully and in its entirety. See Appendix G of this Circular.

Maxit Capital Fairness Opinion

Maxit Capital was retained by Kirkland to act as one of its financial advisors in connection with the Arrangement. The engagement includes providing Kirkland with financial advisory services related to the Arrangement, including providing an opinion as to the fairness, from a financial point of view, of the Exchange Ratio to the Kirkland Shareholders.


At a meeting of the Kirkland Board held on September 27, 2021, Maxit Capital orally delivered its opinion to the Kirkland Board, which was subsequently confirmed in writing, to the effect that, as at the date thereof and based upon the assumptions, limitations and qualifications set out therein, the Exchange Ratio is fair, from a financial point of view, to the Kirkland Shareholders. The full text of the Maxit Capital Fairness Opinion, setting out, among other things, the scope of review, assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the Maxit Capital Fairness Opinion, is attached as Appendix H to this Circular. This summary of the Maxit Capital Fairness Opinion is qualified in its entirety by reference to the full text of the opinion.

Pursuant to the terms of its engagement letter with Maxit Capital dated September 27, 2021, Kirkland agreed to pay Maxit Capital a fixed fee for rendering the Maxit Capital Fairness Opinion (which is not contingent on the conclusions reached in the Maxit Capital Fairness Opinion or the completion of the Arrangement) and an additional fee that is contingent on completion of the Arrangement. Kirkland has also agreed to reimburse Maxit Capital for its reasonable out-of-pocket expenses incurred in connection with its services and to indemnify Maxit Capital against certain liabilities that might arise out of its engagement. The payment of expenses is not dependent on the completion of the Arrangement.

The Maxit Capital Fairness Opinion was prepared at the request of and for the information and assistance of the Kirkland Board in connection with its consideration of the Arrangement. The Maxit Capital Fairness Opinion is not a recommendation to any Kirkland Shareholder as to how to vote on the Arrangement Resolution or act on any matter relating to the Arrangement or a recommendation to the Kirkland Board to enter into the Merger Agreement. The Maxit Capital Fairness Opinion does not address any other aspect of the Arrangement and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategies or transactions that might be available to Kirkland or in which Kirkland might engage or as to the underlying business decision of Kirkland to proceed with or effect the Arrangement. The Maxit Capital Fairness Opinion is only one factor that was taken into consideration by the Kirkland Board in approving the terms of the Merger Agreement and all related agreements and making its unanimous determination that the Arrangement is in the best interests of Kirkland and that the Consideration is fair to the Kirkland Shareholders and to recommend that the Kirkland Shareholders vote in favour of the Arrangement Resolution. See "The Arrangement - Reasons for the Arrangement" and "The Arrangement - Additional Kirkland Reasons". Neither Maxit Capital nor any of its affiliates is an insider, associate or affiliate (as such terms are defined in applicable Canadian Securities Laws) of Agnico or Kirkland or any of their respective associates or affiliates.

The Kirkland Board urges Kirkland Shareholders to review the Maxit Capital Fairness Opinion carefully and in its entirety. See Appendix H of this Circular.

Agnico Fairness Opinions

TD Securities Fairness Opinion

TD Securities was retained by Agnico to act as one of its financial advisors in connection with the Arrangement. The engagement includes providing Agnico with financial advisory services related to the Arrangement, including providing an opinion as to the fairness, from a financial point of view, to Agnico, of the Consideration to be paid by Agnico to the Kirkland Shareholders pursuant to the Arrangement.

At a meeting of the Agnico Board held on September 27, 2021, TD Securities orally delivered its opinion to the Agnico Board, which was subsequently confirmed in writing, that, as at the date thereof and based upon the assumptions, limitations and qualifications set out therein, the Consideration to be paid by Agnico to the Kirkland Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Agnico. The full text of the TD Securities Fairness Opinion, setting out, among other things, the scope of review, assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the TD Securities Fairness Opinion, is attached as Appendix I to this Circular. This summary of the TD Securities Fairness Opinion is qualified in its entirety by reference to the full text of the opinion and Agnico Shareholders are urged to read the TD Securities Fairness Opinion in its entirety.


Pursuant to the terms of its engagement letter with TD Securities dated effective June 28, 2021, Agnico agreed to pay TD Securities fees for its services as a financial advisor, including a fixed fee for rendering the TD Securities Fairness Opinion (which is not contingent on the substance of or conclusions reached in the TD Securities Fairness Opinion or the completion of the Arrangement), a fixed fee upon the public announcement of the Arrangement and a fee that is contingent on completion of the Arrangement. Agnico has also agreed to reimburse TD Securities for its reasonable out-of-pocket expenses incurred in connection with its services and to indemnify TD Securities against certain liabilities that might arise out of its engagement. The payment of expenses is not dependent on the completion of the Arrangement.

The TD Securities Fairness Opinion was prepared at the request of and for the information and assistance of the Agnico Board in connection with its consideration of the Arrangement. The TD Securities Fairness Opinion is not a recommendation to any Agnico Shareholder as to how to vote on the Agnico Resolution or act on any matter relating to the Arrangement. The TD Securities Fairness Opinion does not address any other aspect of the Arrangement and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategies or transactions that might be available to Agnico or in which Agnico might engage or as to the underlying business decision of Agnico to proceed with or effect the Arrangement. The TD Securities Fairness Opinion is only one factor that was taken into consideration by the Agnico Board in approving the terms of the Merger Agreement and the Plan of Arrangement and making its unanimous determination that the Arrangement is in the best interests of Agnico and to recommend that the Agnico Shareholders vote in favour of the Agnico Resolution. See "The Arrangement - Reasons for the Arrangement" and "The Arrangement - Additional Agnico Reasons". Neither TD Securities nor any of it affiliates is an insider, associate or affiliate (as such terms are defined in applicable Canadian Securities Laws) of Agnico or Kirkland or any of their respective associates or affiliates.

The Agnico Board urges Agnico Shareholders to review the TD Securities Fairness Opinion carefully and in its entirety. See Appendix I of this Circular.

BofA Securities Fairness Opinion

Agnico has retained BofA Securities to act as a financial advisor to Agnico in connection with the Arrangement. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Agnico selected BofA Securities to act as a financial advisor to Agnico in connection with the Arrangement on the basis of BofA Securities' experience in transactions similar to the Arrangement, its reputation in the investment community and its familiarity with Agnico and its business.

On September 27, 2021, at a meeting of the Agnico Board held to evaluate the Arrangement, BofA Securities delivered to the Agnico Board an oral opinion, which was confirmed by delivery of a written opinion dated September 27, 2021, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the Exchange Ratio provided for in the Arrangement is fair, from a financial point of view, to Agnico.

The full text of the BofA Securities Fairness Opinion to the Agnico Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Appendix J of this Circular and is incorporated by reference herein in its entirety. The following summary of the BofA Securities Fairness Opinion is qualified in its entirety by reference to the full text of the opinion. BofA Securities delivered the BofA Securities Fairness Opinion to the Agnico Board for the benefit and use of the Agnico Board (in its capacity as such) in connection with and for purposes of its evaluation of the fairness of the Exchange Ratio from a financial point of view. The BofA Securities Fairness Opinion does not address any other aspect of the Arrangement and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategies or transactions that might be available to Agnico or in which Agnico might engage or as to the underlying business decision of Agnico to proceed with or effect the Arrangement. The BofA Securities Fairness Opinion does not address any other aspect of the Arrangement and does not constitute a recommendation to any securityholder as to how to vote or act in connection with the Arrangement or any other matter.


In connection with rendering the BofA Securities Fairness Opinion, BofA Securities, among other things:

  • reviewed certain publicly available business and financial information relating to Agnico and Kirkland;

  • reviewed certain internal financial and operating information with respect to the business, operations and prospects of Kirkland furnished to or discussed with BofA Securities by the management of Kirkland, including certain financial forecasts relating to Kirkland prepared by the management of Kirkland, referred to herein as the Kirkland management forecasts;

  • reviewed an alternative version of the Kirkland management forecasts incorporating certain adjustments thereto made by the management of Agnico, referred to herein as the adjusted Kirkland management forecasts, and discussed with the management of Agnico its assessments as to the relative likelihood of achieving the future financial results reflected in the Kirkland management forecasts and the adjusted Kirkland management forecasts;

  • reviewed certain internal financial and operating information with respect to the business, operations and prospects of Agnico furnished to or discussed with BofA Securities by the management of Agnico, including certain financial forecasts relating to Agnico prepared by the management of Agnico, referred to herein as the Agnico management forecasts;

  • reviewed certain estimates as to the amount and timing of cost savings, inclusive of the costs to achieve such cost savings, anticipated by the management of Agnico to result from the Arrangement, referred to herein as the synergies;

  • discussed the past and current business, operations, financial condition and prospects of Kirkland with members of senior managements of Agnico and Kirkland, and discussed the past and current business, operations, financial condition and prospects of Agnico with members of senior management of Agnico;

  • reviewed the potential pro forma financial impact of the Arrangement on the future financial performance of Agnico;

  • reviewed the trading histories for Agnico Shares and Kirkland Shares and a comparison of such trading histories with each other and with the trading histories of other companies BofA Securities deemed relevant;

  • compared certain financial and stock market information of Agnico and Kirkland with similar information of other companies BofA Securities deemed relevant;

  • compared certain financial terms of the Arrangement to financial terms, to the extent publicly available, of other transactions BofA Securities deemed relevant;

  • reviewed the relative financial contributions of Agnico and Kirkland to the future financial performance of the Combined Company on a pro forma basis;

  • reviewed a draft, dated September 27, 2021, of the Merger Agreement; and

  • performed such other analyses and studies and considered such other information and factors as BofA Securities deemed appropriate.

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of Agnico that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Kirkland management forecasts, BofA Securities was advised by Agnico, and assumed, that they were reasonably prepared on bases reflecting the best then currently available estimates and good faith judgments of the management of Kirkland as to the future financial performance of Kirkland. With respect to the adjusted Kirkland management forecasts, the Agnico management forecasts and the synergies, BofA Securities assumed, at the direction of Agnico, that they were reasonably prepared on bases reflecting the best then currently available estimates and good faith judgments of the management of Agnico as to the future financial performance of Kirkland and Agnico and the other matters covered thereby and, based on the assessments of the management of Agnico as to the relative likelihood of achieving the future financial results reflected in the Kirkland management forecasts and the adjusted Kirkland management forecasts, BofA Securities relied, at the direction of Agnico, on the adjusted Kirkland management forecasts for purposes of its opinion. BofA Securities relied, at the direction of Agnico, on the assessments of the management of Agnico as to Agnico's ability to achieve the synergies and was advised by Agnico, and assumed, that the synergies will be realized substantially in the amounts and at the times projected. BofA Securities has not made or been provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Agnico, Kirkland or any other entity, nor has BofA Securities made any physical inspection of the properties or assets of Agnico, Kirkland or any other entity and BofA Securities assumed, with the consent of Agnico, that there were no material undisclosed liabilities of or relating to Agnico or Kirkland for which appropriate reserves or other provisions had not been made. BofA Securities has not evaluated the solvency or fair value of Agnico or Kirkland under any state, provincial, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of Agnico, that the Arrangement would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Arrangement, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, will be imposed that would have an adverse effect on Agnico, Kirkland or the contemplated benefits of the Arrangement. BofA Securities also assumed, at the direction of Agnico, that the final executed Merger Agreement would not differ in any material respect from the draft Merger Agreement reviewed by BofA Securities.


BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the Arrangement (other than the Exchange Ratio to the extent expressly specified in the BofA Securities Fairness Opinion), including, without limitation, the form or structure of the Arrangement or any terms, aspects or implications of any other arrangements, agreements or understandings that are or may be entered into in connection with or related to the Arrangement or otherwise. The BofA Securities Fairness Opinion was limited to the fairness, from a financial point of view, to Agnico of the Exchange Ratio provided for in the Arrangement and no opinion or view was expressed with respect to any consideration received in connection with the Arrangement by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Arrangement, or class of such persons, relative to the Exchange Ratio or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategies or transactions that might be available to Agnico or in which Agnico might engage or as to the underlying business decision of Agnico to proceed with or effect the Arrangement. BofA Securities did not express any opinion as to what the value of Agnico Shares actually would be when issued or the prices at which Agnico Shares or Kirkland Shares would trade at any time, including following announcement or consummation of the Arrangement. BofA Securities also expressed no view or opinion with respect to, and relied, at the direction of Agnico, upon, the assessments of representatives of Agnico regarding, legal, regulatory, accounting, tax and similar matters relating to Agnico, Kirkland and the Arrangement as to which BofA Securities understood that Agnico obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Securities expressed no opinion or recommendation as to how any securityholder should vote or act in connection with the Arrangement or any other matter. Except as described above, Agnico imposed no other limitations on the investigations made or procedures followed by BofA Securities in rendering the BofA Securities Fairness Opinion.

The BofA Securities Fairness Opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of the BofA Securities Fairness Opinion. It should be understood that subsequent developments may affect the BofA Securities Fairness Opinion, and BofA Securities does not have any obligation to update, revise or reaffirm its opinion. The issuance of the BofA Securities Fairness Opinion was approved by a fairness opinion review committee of BofA Securities.


The type and amount of consideration payable in the Arrangement was determined through negotiations between Agnico and Kirkland, rather than by any financial advisor, and was approved by the Agnico Board. The decision to enter into the Merger Agreement was solely that of the Agnico Board. As described above, the BofA Securities Fairness Opinion was only one of many factors considered by the Agnico Board in its evaluation of the proposed Arrangement and should not be viewed as determinative of the views of the Agnico Board or Agnico management with respect to the Arrangement or the Exchange Ratio.

BofA Securities will receive a fee for its services in connection with the Arrangement, portions of which were payable upon delivery of its opinion and announcement of the Arrangement, and a significant portion of which is contingent upon the consummation of the Arrangement. In addition, Agnico agreed to reimburse BofA Securities for its reasonable expenses incurred in connection with BofA Securities' engagement and to indemnify BofA Securities, its affiliates and each of their respective directors, officers, employees, agents and each other person controlling BofA Securities or any of its affiliates against specified liabilities.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in the equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Agnico, Kirkland and certain of their respective affiliates.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to Agnico and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including: (i) having acted or acting as a lender under certain letters of credit, credit facilities and other credit arrangements of Agnico and/or certain of its affiliates; (ii) having provided or providing certain commodity, derivatives, foreign exchange and other trading services to Agnico and/or certain of its affiliates; and (iii) having provided or providing certain treasury management products and services to Agnico and/or certain of its affiliates. In addition, BofA Securities and/or certain of its affiliates have maintained, currently are maintaining, and in the future may maintain, commercial (including vendor and/or customer) relationships with Agnico and/or certain of its affiliates. From September 1, 2019 through August 31, 2021, BofA Securities and its affiliates derived aggregate revenues from Agnico and certain of its affiliates of less than $1 million for investment and corporate banking services.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to Kirkland and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services. From September 1, 2019 through August 31, 2021, BofA Securities and its affiliates derived aggregate revenues from Kirkland and certain of its affiliates of less than $1 million for investment and corporate banking services.

The Agnico Board urges Agnico Shareholders to review the BofA Securities Fairness Opinion carefully and in its entirety. See Appendix J of this Circular.

Support and Voting Agreements

Kirkland has entered into Agnico Support and Voting Agreements with certain directors and officers of Agnico, pursuant to which the Agnico Supporting Shareholders have agreed, among other things and subject to the terms and conditions of the Agnico Support and Voting Agreements, to vote their Agnico Shares in favour of the Agnico Resolution to approve the issuance of Agnico Shares in connection with the Arrangement. As at the Agnico Record Date, the Agnico Supporting Shareholders collectively beneficially owned or exercised control or direction over 588,412 Agnico Shares, representing approximately 0.24% of the issued and outstanding Agnico Shares.


The Agnico Support and Voting Agreements establish, among other things, the agreement of the Agnico Supporting Shareholders party thereto to: (i) not solicit, initiate, knowingly encourage or otherwise facilitate, engage or participate in, and cease and cause to be terminated, any negotiations or any discussions that constitute or could reasonably be expected to constitute or lead to, an Acquisition Proposal in respect of Agnico; (ii) vote their Agnico Shares (a) in favour of the approval of the Agnico Resolution and the transactions contemplated by the Merger Agreement (and any actions reasonably required for the consummation of the transactions contemplated in the Merger Agreement and all matters related thereto), and (b) against any Acquisition Proposal and/or any transaction or matter that could reasonably be expected to delay, prevent, frustrate or interfere with, the completion of the Arrangement or any transaction or matter related to the Arrangement or contemplated by the Merger Agreement; and (iii) not, without the prior written consent of Kirkland, sell, transfer, assign, pledge, hypothecate, encumber, grant a security interest in, gift or otherwise dispose of their Agnico Shares or enter into any agreement, arrangement or understanding in connection with any of the foregoing, other than pursuant to the Arrangement or any other transactions contemplated by the Merger Agreement or with respect to the sale of a portion of Agnico Shares issued upon vesting and exercise or settlement of the Agnico Equity Awards solely in order to satisfy any tax liabilities that arise in connection therewith.

The Agnico Support and Voting Agreements shall automatically terminate and be of no further force or effect upon the earliest to occur of: (i) the written agreement of Kirkland and the Agnico Supporting Shareholders party thereto; (ii) the Effective Time; and (iii) the Outside Date (as extended or amended by Agnico and/or Kirkland in accordance with the terms of the Merger Agreement). The Agnico Support and Voting Agreements may also be terminated by: (x) Kirkland if (A) any of the representations and warranties of the Agnico Supporting Shareholder contained therein is not true and correct in all material respects or (B) the Agnico Supporting Shareholder has not complied with its covenants to Kirkland contained therein in all material respects; (y) the Agnico Supporting Shareholder if (A) any of the representations and warranties of Kirkland contained therein is not true and correct in all material respects or (B) Kirkland has not complied with its covenants to the Agnico Supporting Shareholder contained therein in all material respects; or (z) either party in the event of an Agnico Change in Recommendation.

Agnico has entered into Kirkland Support and Voting Agreements with certain directors and officers of Kirkland, pursuant to which the Kirkland Supporting Shareholders have agreed, among other things and subject to the terms and conditions of the Kirkland Support and Voting Agreements, to vote their Kirkland Shares in favour of the Arrangement Resolution to approve the Arrangement. As at the Kirkland Record Date, the Kirkland Supporting Shareholders collectively beneficially owned or exercised control or direction over 139,626 Kirkland Shares, representing approximately 0.05% of the issued and outstanding Kirkland Shares.

The Kirkland Support and Voting Agreements establish, among other things, the agreement of the Kirkland Supporting Shareholders party thereto to: (i) not solicit, initiate, knowingly encourage or otherwise facilitate, engage or participate in, and cease and cause to be terminated, any negotiations or any discussions that constitute or could reasonably be expected to constitute or lead to, an Acquisition Proposal in respect of Kirkland; (ii) vote their Kirkland Shares (a) in favour of the approval of the Arrangement Resolution and the transactions contemplated by the Merger Agreement (and any actions reasonably required for the consummation of the transactions contemplated in the Merger Agreement and all matters related thereto), and (b) against any Acquisition Proposal and/or any transaction or matter that could reasonably be expected to delay, prevent, frustrate or interfere with, the completion of the Arrangement or any transaction or matter related to the Arrangement or contemplated by the Merger Agreement; and (iii) not, without the prior written consent of Agnico, sell, transfer, assign, pledge, hypothecate, encumber, grant a security interest in, gift or otherwise dispose of their Kirkland Shares or enter into any agreement, arrangement or understanding in connection with any of the foregoing, other than pursuant to the Arrangement or any other transactions contemplated by the Merger Agreement or with respect to the sale of a portion of Kirkland Shares issued upon vesting and exercise or settlement of the Kirkland Equity Awards solely in order to satisfy any tax liabilities that arise in connection therewith.


The Kirkland Support and Voting Agreements shall automatically terminate and be of no further force or effect upon the earliest to occur of: (i) the written agreement of Agnico and the Kirkland Supporting Shareholders party thereto; (ii) the Effective Time; and (iii) the Outside Date (as extended or amended by Agnico and/or Kirkland in accordance with the terms of the Merger Agreement). The Kirkland Support and Voting Agreements may also be terminated by: (x) Agnico if (A) any of the representations and warranties of the Kirkland Supporting Shareholder contained therein is not true and correct in all material respects or (B) the Kirkland Supporting Shareholder has not complied with its covenants to Agnico contained therein in all material respects; (y) the Kirkland Supporting Shareholder if (A) any of the representations and warranties of Agnico under the agreement is not true and correct in all material respects or (B) Agnico has not complied with its covenants to the Kirkland Supporting Shareholder contained therein in all material respects; or (z) either party in the event of a Kirkland Change in Recommendation.

The Agnico Supporting Shareholders and the Kirkland Supporting Shareholders are bound under the Agnico Support and Voting Agreements and Kirkland Support and Voting Agreements, respectively, solely in their capacity as holders of the subject securities and not in their capacity as directors, officers or employees of Agnico or Kirkland, respectively. Nothing in the Agnico Support and Voting Agreements and the Kirkland Support and Voting Agreements prevent the Agnico Supporting Shareholders or the Kirkland Supporting Shareholders, respectively, from taking in good faith any action necessary to discharge their fiduciary duties and other legal obligations in their capacity as a director or officer of Agnico or Kirkland, respectively and such actions shall not be a violation of their respective Support and Voting Agreement.

The foregoing is a summary of the material terms of the Support and Voting Agreements and is subject to, and qualified in its entirety by, the full text of the Support and Voting Agreements, the forms of which have been filed under Agnico's and Kirkland's their respective issuer profiles on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

Arrangement Mechanics

The following description of the Plan of Arrangement is qualified in its entirety by reference to the full text of the Plan of Arrangement, which is attached as Appendix E to this Circular.

The purpose of the Arrangement is to effect the combination of the businesses of Agnico and Kirkland. Pursuant to the Merger Agreement, Agnico and Kirkland have agreed to complete the Arrangement pursuant to which, among other things, Agnico will acquire all of the issued and outstanding Kirkland Shares. Upon completion of the Arrangement, Kirkland will become a wholly-owned Subsidiary of Agnico.

If the Agnico Resolution is approved at the Agnico Meeting, the Arrangement Resolution is approved at the Kirkland Meeting, the Final Order approving the Arrangement is issued by the Court and the applicable conditions to completion of the Arrangement are satisfied or waived, the Arrangement will take effect commencing and effective as at the Effective Time, which is expected to be at 12:01 a.m. (Toronto time) on the Effective Date, which is expected occur in December 2021 or during the first quarter of 2022. Commencing and effective as at the Effective Time, each of the events set out below shall occur and shall be deemed to occur sequentially in the following order without any further authorization, act or formality on the part of any Person, unless stated otherwise:

1. each Kirkland Share held by a Dissenting Shareholder shall be, and shall be deemed to be, transferred by the holder thereof, free and clear of all Liens, to Kirkland for a debt claim against Kirkland (to be settled by Kirkland with its own available funds on hand and not funds directly or indirectly provided by Agnico or any Affiliate of Agnico) for the amount therefor determined under the Plan of Arrangement, and: (i) the name of such Dissenting Shareholder will be removed from the register of the Kirkland Shareholders maintained by or on behalf of Kirkland and such Kirkland Share will be cancelled and cease to be outstanding; and (ii) such Dissenting Shareholder will cease to be the holder of such Kirkland Share or to have any rights as a Kirkland Shareholder other than the right to be paid the fair value for such Kirkland Share as set out in the Plan of Arrangement;

2. each Kirkland Share outstanding immediately prior to the Effective Time (other than any Kirkland Share held by a Dissenting Shareholder and any Kirkland Shares held by Agnico or any of its Affiliates) shall be, and shall be deemed to be transferred by the holder thereof, free and clear of all Liens, to Agnico and, in consideration therefor, Agnico shall issue the Consideration for each Kirkland Share, subject to the Plan of Arrangement, and:


(i) the holders of such Kirkland Shares shall cease to be the holders of such Kirkland Shares and to have any rights as holders of such Kirkland Shares, other than the right to be paid the Consideration by Agnico in accordance with the Plan of Arrangement;

(ii) such holders' names shall be removed from the register of the Kirkland Shareholders maintained by or on behalf of Kirkland; and

(iii) Agnico shall be, and shall be deemed to be, the transferee of such Kirkland Shares, free and clear of all Liens, and shall be entered in the register of the Kirkland Shareholders maintained by or on behalf of Kirkland as the holder of such Kirkland Shares;

3. simultaneously with the steps set out in item 2 (above):

(i) each Kirkland Option (whether vested or unvested) outstanding immediately prior to the Effective Time shall be transferred by the holder thereof to Agnico in exchange for an Agnico Replacement Option exercisable to purchase from Agnico the number of Agnico Shares equal to the product of (A) the number of Kirkland Shares subject to the Kirkland Option immediately before the Effective Time, and (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of an Agnico Share on any particular exercise of Agnico Replacement Options, then the number of Agnico Shares otherwise issued shall be rounded down to the nearest whole number of Agnico Shares. The exercise price per Agnico Share subject to any such Agnico Replacement Option shall be an amount equal to the quotient of (X) the exercise price per Kirkland Share under the exchanged Kirkland Option immediately prior to the Effective Time divided by (Y) the Exchange Ratio (provided that the aggregate exercise price payable on any particular exercise of Agnico Replacement Options shall be rounded up to the nearest whole cent). It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the aforesaid exchange of options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of an Agnico Replacement Option will be adjusted such that the In-The-Money Amount of the Agnico Replacement Option immediately after the exchange does not exceed the In-The-Money Amount of the Kirkland Option immediately before the exchange. All terms and conditions of an Agnico Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Kirkland Option for which it was exchanged, and shall be governed by the terms of the applicable Kirkland Legacy Option Plan and any document evidencing a Kirkland Option shall thereafter evidence and be deemed to evidence such Agnico Replacement Option;

(ii) each Kirkland RSU (whether vested or unvested) outstanding immediately prior to the Effective Time held by a holder shall remain outstanding in accordance with the terms of the Kirkland LTIP and, upon vesting of such Kirkland RSUs following the Effective Time, such Kirkland RSUs shall entitle the holder thereof to receive, pursuant to its terms in cash or shares in accordance with the terms of the Kirkland LTIP, a payment equal to the Market Price on the date of vesting of such number of Agnico Shares as is equal to (A) the number of Kirkland Shares subject to the Kirkland RSUs immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number;

(iii) each Kirkland PSU (whether vested or unvested) outstanding immediately prior to the Effective Time held by a holder shall remain outstanding in accordance with the terms of the Kirkland LTIP and, upon vesting of such Kirkland PSUs following the Effective Time, such Kirkland PSUs shall entitle the holder thereof to receive, pursuant to its terms in cash or shares in accordance with the terms of the Kirkland LTIP, a payment equal to the Market Price on the date of vesting of such number of Agnico Shares as is equal to (A) the number of Kirkland Shares subject to the Kirkland PSUs immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number, provided that the "payout factor" (as provided for under the Kirkland LTIP) following the Effective Time shall be adjusted by the Kirkland Board consistent with the terms of the Kirkland LTIP and shall be not less than the payout factor that would otherwise have applied to such Kirkland PSUs under the Kirkland LTIP as of the close of markets on September 24, 2021;


(iv) each Continuing Kirkland DSU (whether vested or unvested) outstanding immediately prior to the Effective Time held by a Continuing Kirkland Director shall remain outstanding in accordance with the terms of the Kirkland DSU Plan and, upon the redemption or settlement of such Continuing Kirkland DSUs following the Effective Time, such Continuing Kirkland DSUs shall entitle the Continuing Kirkland Director to receive, pursuant to the terms of the Kirkland DSU Plan, a cash payment equal to the Market Value on the date of redemption or settlement of such number of Agnico Shares as is equal to (A) the number of Kirkland Shares subject to the Continuing Kirkland DSUs immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number; and

(v) each Kirkland DSU (whether vested or unvested), other than a Continuing Kirkland DSU, outstanding immediately prior to the Effective Time held by a holder shall be, and shall be deemed to be, transferred by such holder to Kirkland in exchange for a cash payment from Kirkland equal to the Fair Market Value immediately prior to the Effective Time (less any withholding or deduction on account of Taxes) and each such Kirkland DSU shall be immediately cancelled and (A) the holders of such Kirkland DSUs shall cease to be holders thereof and to have any rights as holders of such Kirkland DSUs, other than the right to receive the cash payment to which they are entitled, (B) such holders' names shall be removed from the register of Kirkland DSUs maintained by or on behalf of Kirkland, and (C) all agreements relating to the Kirkland DSUs (but excluding the Kirkland DSU Plan) shall be terminated and shall be of no further force and effect.

All Agnico Shares issued pursuant to the Arrangement will be, and will be deemed to be, validly issued and outstanding as fully paid and non-assessable shares.

Timing for Completion of the Arrangement

Subject to the provisions of the Merger Agreement, the Arrangement will become effective as of the Effective Time on the Effective Date, being the date on which all of the conditions to completion of the Arrangement as set out in the Merger Agreement (excluding any conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or waiver of those conditions) have been satisfied or waived in accordance with the Merger Agreement, all documents agreed to be delivered thereunder have been delivered to the satisfaction of the recipient, acting reasonably, and the Certificate of Arrangement having been issued by the Director.

If the Agnico Meeting and the Kirkland Meeting are held as scheduled and are not adjourned and/or postponed, the Agnico Shareholder Approval is obtained and the Kirkland Shareholder Approval is obtained, it is expected that Kirkland will apply for the Final Order approving the Arrangement on December 1, 2021. If the Final Order is obtained in a form and substance satisfactory to Agnico and Kirkland, and all other conditions set forth in the Merger Agreement are satisfied or waived by the applicable Party, Agnico and Kirkland expect the Effective Date to occur in December 2021 or during the first quarter of 2022 following the receipt of all required Regulatory Approvals and consents; however, it is not possible at this time to state with certainty when the Effective Date will occur as completion of the Arrangement may be delayed beyond this time if the conditions to completion of the Arrangement cannot be met on a timely basis.

Although Agnico's and Kirkland's objective is to have the Effective Date occur as soon as possible after the Agnico Meeting and the Kirkland Meeting, the Effective Date could be delayed for a number of reasons, including, but not limited to, an objection before the Court at the hearing of the application for the Final Order or any delay in obtaining any required Regulatory Approvals that remain outstanding, including the FIRB Approval. Agnico or Kirkland may determine not to complete the Arrangement without prior notice to or action on the part of Agnico Shareholders or Kirkland Shareholders. See "The Merger Agreement - Termination of the Merger Agreement".


Procedure for Exchange of Kirkland Shares for Agnico Shares and Letter of Transmittal

Agnico and Kirkland have appointed Computershare Investor Services Inc. to act as Depositary to handle the exchange of the Kirkland Shares for the Consideration. On the day immediately prior to the Effective Date, prior to the filing by Kirkland of the Articles of Arrangement with the Director, Agnico shall deposit in escrow with the Depositary sufficient Consideration Shares to satisfy the aggregate Consideration payable to Registered Kirkland Shareholders (other than Dissenting Shareholders) under the Arrangement and in accordance with the Plan of Arrangement, which Consideration Shares will be held by the Depositary as agent and nominee for such Registered Kirkland Shareholders for delivery to such Registered Kirkland Shareholders in accordance with the Plan of Arrangement.

For each Registered Kirkland Shareholder, accompanying this Circular is a Letter of Transmittal. Kirkland has enclosed an envelope with the Kirkland Meeting Materials in order to assist Kirkland Shareholders with returning Letters of Transmittal and related documents to the Depositary. Holders of Kirkland CDIs will not be provided with, and will not need to submit, a Letter of Transmittal. The Letter of Transmittal will also be available under Kirkland's issuer profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov. Additional copies of the Letter of Transmittal will also be available by contacting the Depositary by telephone at 1-514-982-7555 or toll free in North America at 1-800-564-6253 or by email at: corporateactions@computershare.com.

In order for a Registered Kirkland Shareholder (other than Dissenting Shareholders) to receive the Consideration Shares they are entitled to receive pursuant to the Arrangement, such Registered Kirkland Shareholder must deposit the certificate(s) or DRS Statement(s) representing his, her or its Kirkland Shares with the Depositary (at the address specified on the last page of the Letter of Transmittal). The Letter of Transmittal, properly completed and duly executed, together with all other documents and instruments referred to in the Letter of Transmittal or as reasonably required by the Depositary, must accompany all certificate(s) or DRS Statement(s) for Kirkland Shares deposited for payment pursuant to the Arrangement. Registered Kirkland Shareholders who do not have their certificate(s) representing their Kirkland Shares should refer to "The Arrangement - Lost Certificates" below.

The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. In all cases, delivery of the Consideration Shares that a Registered Kirkland Shareholder is entitled to receive pursuant to the Arrangement will be made only after timely receipt by the Depositary of a duly completed and signed Letter of Transmittal, together with certificate(s) or DRS Statement(s) representing such Kirkland Shares and such other documents and instruments referred to in the Letter of Transmittal or as the Depositary may reasonably require. The Depositary will deliver the Consideration Shares that a Registered Kirkland Shareholder is entitled to received pursuant to the Arrangement in accordance with the instructions in the duly completed and signed Letter of Transmittal. Agnico reserves the right, if it so elects in its absolute discretion, to instruct the Depositary to waive any irregularity contained in any Letter of Transmittal received by the Depositary. As soon as practicable following the later of the Effective Date and the deposit of certificate(s) or DRS Statement(s) representing the Kirkland Shares, including the delivery of the duly completed and signed Letter of Transmittal and other corresponding documents required from the Kirkland Shareholder, the Depositary will deliver the Consideration Shares that a Registered Kirkland Shareholder is entitled to receive in accordance with the Plan of Arrangement and the instructions set forth in the Letter of Transmittal.

Only Registered Kirkland Shareholders are required to submit a Letter of Transmittal. The exchange of Kirkland Shares for the Consideration Shares in respect of any Non-Registered Kirkland Shareholder (other than a holder of Kirkland CDIs) is expected to be made with the Non-Registered Kirkland Shareholder's Intermediary account through the procedures in place for such purposes between CDS or DTC and such Intermediary, as applicable, with no further action required by the Non-Registered Kirkland Shareholder. Any Non-Registered Kirkland Shareholder whose Kirkland Shares are registered in the name of an Intermediary should contact that Intermediary if they have any questions regarding this process and to arrange for such Intermediary to complete the necessary steps to ensure that they receive the Consideration in respect of their Kirkland Shares.


The method used to deliver a Letter of Transmittal, any accompanying certificate(s) or DRS Statement(s) representing Kirkland Shares and any other accompanying documents or instruments, if any, is at the option and risk of the relevant Kirkland Shareholder. Delivery will be deemed effective only when such documents are actually received by the Depositary at the address set out in the Letter of Transmittal. Kirkland recommends that the necessary documentation be hand delivered to the Depositary and a receipt therefor be obtained; otherwise, the use of registered mail with return receipt requested, properly insured, is recommended.

Under no circumstances will interest accrue on the Consideration Shares that a Kirkland Shareholder is entitled to receive upon depositing certificate(s) or DRS Statement(s) representing Kirkland Shares pursuant to the Plan of Arrangement, or former holders of Kirkland Equity Awards, regardless of any delay in making such delivery.

From and after the Effective Time, each certificate or DRS Statement that immediately prior to the Effective Time represented one or more Kirkland Shares will be deemed to represent only the right to receive in exchange therefore the Consideration Shares the holder of such certificate or DRS Statement, as applicable, is entitled to received in accordance with the Plan of Arrangement, less any amounts withheld pursuant to the Plan of Arrangement.

Agnico applied to ASIC seeking the ASIC Relief or Requirements, which was obtained on October 27, 2021. See "Securities Law Matters - Australian Securities Law Considerations".

Procedure for Exchange of Kirkland CDIs for Agnico Shares

Holders of Kirkland CDIs are entitled to participate in the Plan of Arrangement. If the Arrangement Resolution is approved and implemented, holders of Kirkland CDIs will receive Consideration Shares at the Effective Time regardless of whether or not such holder provided an instruction to vote for or against the Arrangement. Following the Arrangement, the Agnico Shares will not be listed on the ASX.

Holders of Kirkland CDIs will not be provided with, and will not need to submit, a Letter of Transmittal. At the Effective Time, Kirkland CDI holders will cease to own Kirkland CDIs and will receive the applicable Consideration Shares for each Kirkland CDI held. Holders of Kirkland CDIs should contact Computershare Australia if they have any questions regarding this process.

Agnico applied to ASIC seeking the ASIC Relief or Requirements, which was obtained on October 27, 2021. See "Securities Law Matters - Australian Securities Law Considerations".

Cancellation of Rights

If any former Kirkland Shareholder fails to deliver to the Depositary the certificate(s) or DRS Statement(s), as applicable, representing the Kirkland Shares held by such Kirkland Shareholder, the Letter of Transmittal and any other certificates, documents or instruments required to be delivered to the Depositary under the Plan of Arrangement in order for such former Kirkland Shareholder to receive the Consideration which such former holder is entitled to receive pursuant to the Plan of Arrangement on or before the third anniversary of the Effective Date, then on the third anniversary of the Effective Date: (i) such former Kirkland Shareholder will be deemed to have donated and forfeited to Agnico or its successors, all such Consideration held by the Depositary in trust for such former holder to which such former holder is entitled; (ii) any certificate(s), DRS Statement(s) or other documentation representing Kirkland Shares formerly held by such former Kirkland Shareholder shall cease to represent a claim or any interest of any nature whatsoever and will be deemed to have been surrendered to Agnico and will be cancelled; (iii) any payment made by way of cheque and any other right or claim to payment under the Plan of Arrangement that remains outstanding will cease to represent a claim or any interest of any nature whatsoever and will be deemed to have been surrendered to Agnico and shall be paid over by the Depositary to Agnico or as directed by Agnico; and (iv) the Consideration Shares which such former Kirkland Shareholder was entitled to receive shall be automatically transferred to Agnico and the DRS Statement(s), documents or other instruments representing such Consideration Shares and shall be delivered by the Depositary to Agnico for cancellation and the interest of the former Kirkland Shareholder in such Consideration Shares shall be terminated.


None of the Parties, or any of their respective successors, will be liable to any Person in respect of any Consideration (including any consideration previously held by the Depositary in trust for any such Former Kirkland Shareholder) which is forfeited to Agnico or Kirkland or delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law.

Accordingly, former Kirkland Shareholders who deposit with the Depositary any certificate(s) or DRS Statement(s) representing the Kirkland Shares held by such Kirkland Shareholder after the third anniversary of the Effective Date will not receive the Consideration or any other consideration in exchange therefore and will not own any interest in Kirkland, Agnico or the Combined Company and will not be paid any compensation.

No Fractional Shares

No fractional Agnico Shares will be issued to Kirkland Shareholders (including holders of Kirkland CDIs) under the Plan of Arrangement. Where the aggregate number of Agnico Shares to be issued to a Kirkland Shareholder pursuant to the Arrangement would result in a fraction of an Agnico Share being issuable, the number of Agnico Shares to be received by such Kirkland Shareholder shall be rounded down to the nearest whole Agnico Share without any compensation therefor.

Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Kirkland Shares in respect of which the holder was entitled to receive the Consideration Shares pursuant to the Arrangement is lost, stolen or destroyed, then, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall, upon receipt by the Depositary of a duly completed and executed Letter of Transmittal and any other documents the Depositary requires, deliver in exchange for such lost, stolen or destroyed certificate the Consideration to which such holder is entitled to receive in respect of the Kirkland Shares represented by such lost, stolen or destroyed certificate, pursuant to the Plan of Arrangement deliverable in accordance with such shareholder's duly completed and executed Letter of Transmittal. When authorizing such delivery or payment in exchange for any lost, stolen or destroyed certificate the holder to whom such Consideration is to be delivered will, as a condition precedent to the delivery of such Consideration Shares, give a bond satisfactory to Agnico and the Depositary, each acting reasonably, in such sum as Agnico may direct, against any claim that may be made against Agnico, Kirkland or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

Mail Service Interruptions

Notwithstanding the provisions of the Arrangement, the Circular and the Letter of Transmittal, DRS Statement(s) representing the Consideration Shares and any certificate(s) or DRS Statement(s) representing Kirkland Shares to be returned, if applicable, will not be mailed if Agnico determines that delivery thereof by mail may be delayed.

Persons entitled to DRS Statement(s), cheques and other relevant documents which are not mailed for the foregoing reason may take delivery thereof at the office of the Depositary at which the Letter of Transmittal related thereto was deposited until such time as Agnico has determined that delivery by mail will no longer be delayed.

Notwithstanding the foregoing section, DRS Statement(s), cheques and other relevant documents not mailed for the foregoing reason will be conclusively delivered on the first day upon which they are available for delivery at the office of the Depositary at which the Kirkland Shares were deposited.


Withholding Rights

Agnico, Kirkland, the Depositary and any other Person that makes a payment under the Plan of Arrangement, as applicable, will be entitled to deduct or withhold (or cause to be deducted or withheld) from any amounts payable or otherwise deliverable to any Person pursuant to the Plan of Arrangement and from all dividends, distributions or other amounts otherwise payable to any former Kirkland Shareholders or holders of Kirkland Equity Awards, such amounts any of them are or may be required, entitled or permitted to deduct or withhold with respect to such amounts under the Tax Act, or any other provisions of any Laws. To the extent that any such amounts are so deducted or withheld, such amounts shall be treated for all purposes under the Plan of Arrangement as having been paid to the Person in respect of which such deduction or withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. Each of Agnico, Kirkland, the Depositary or any other Person that makes a payment under the Plan of Arrangement, as applicable, is authorized to sell or otherwise dispose, on behalf of a Person, such portion of any Consideration Shares or other security otherwise deliverable to such Person under the Plan of Arrangement, as is necessary to provide sufficient funds (after deducting commissions payable and other costs and expenses) to Agnico, Kirkland, the Depositary or such other Person, as the case may be, to enable it to comply with such deduction or withholding requirement and Agnico, Kirkland, the Depositary or such other Person, as applicable, shall notify such Person of such sale or other disposition and remit the applicable portion of the net proceeds of such sale or other disposition to the appropriate Governmental Entity and, if applicable, any portion of such net proceeds from such sale or other disposition that is not required to be so remitted shall be paid to such Person.

Treatment of Dividends

No dividends or other distributions declared or made after the Effective Time with respect to the Agnico Shares with a record date after the Effective Date will be delivered to the holder of any unsurrendered certificate(s) or DRS Statement(s) which, immediately prior to the Effective Time, represented outstanding Kirkland Shares, unless and until the holder surrenders such certificate(s) or DRS Statement(s) in exchange for the Consideration deliverable therefor pursuant to the terms of the Plan of Arrangement. Subject to applicable Law and the Plan of Arrangement, at the time of such surrender, there shall, in addition to the delivery of Consideration to which such Kirkland Shareholder is entitled pursuant to the Plan of Arrangement, be delivered to such holder, without interest, a cheque for the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Agnico Shares.

Adjustment of Consideration

If between the date of the Merger Agreement and the Effective Time: (a) Agnico declares or pays any dividend or other distribution on the Agnico Shares with a record date on or prior to the Effective Date, other than Agnico Permitted Dividends; (b) Kirkland pays any dividend or other distribution on the Kirkland Shares with a record date on or prior to the Effective Date, other than Kirkland Permitted Dividends; (c) Agnico changes the number of Agnico Shares issued and outstanding as a result of a reclassification, stock split (including a reverse stock split), recapitalization, subdivision, or other similar transaction; (d) Kirkland changes the number of Kirkland Shares issued and outstanding as a result of a reclassification, stock split (including a reverse stock split), recapitalization, subdivision, or other similar transaction, then, in each case, the Exchange Ratio, and any other dependent items set out in the Plan of Arrangement or in the Merger Agreement will be adjusted in the circumstances to eliminate the effects of such event and to provide to Agnico and Kirkland and their respective shareholders the same economic effect contemplated by the Merger Agreement and the Arrangement prior to the occurrence of such event.

In addition, if at the Effective Time, Agnico's or Kirkland's respective capitalization representations and warranties in the Merger Agreement are not true in any non-de minimis respect relating to the number of fully-diluted shares outstanding in respect of each Party, then in either case, to provide each Party and their respective shareholders the same economic effect as contemplated in the Merger Agreement and the Arrangement but for such representations and warranties not being true, and to reflect the same good faith mutual intent of the Parties as of the date of the Merger Agreement, the Parties have agreed that the Exchange Ratio and any other dependent item set out in the Merger Agreement, will be adjusted to eliminate the effects, and to the extent, of such representations and warranties being untrue.


Return of Kirkland Shares

If the Arrangement is not completed, any certificate(s) or DRS Statement(s) representing deposited Kirkland Shares will be returned to the depositing Kirkland Shareholder upon written notice to the Depositary from Agnico and Kirkland by returning the certificate(s) or DRS Statement(s) representing deposited Kirkland Shares (and any other relevant documents) by first class insured mail in the name of and to the address specified by the Kirkland Shareholder in the Letter of Transmittal or, if such name and address is not so specified, in such name and to such address as shown on the register of Kirkland Shares maintained by TSX Trust on behalf of Kirkland.

Expenses

Except as otherwise provided in the Merger Agreement, all out-of-pocket third party transaction expenses incurred in connection with the Merger Agreement and the transaction contemplated thereby, will be paid by the party incurring such expenses.

The estimated fees, costs and expenses to be incurred by Agnico with respect to the Arrangement and related matters including, without limitation, financial advisors' fees, filing fees, special committee, legal, accounting and other administrative and professional fees, proxy solicitation and public relations fees, the costs of preparing, printing and mailing this Circular and other related documents and run-off insurance, but excluding payments made by Agnico pursuant to the Arrangement, are anticipated to be approximately $40 million, based on certain assumptions.

The estimated fees, costs and expenses to be incurred by Kirkland with respect to the Arrangement and related matters including, without limitation, financial advisors' fees, filing fees, special committee, legal, accounting and other administrative and professional fees, proxy solicitation and public relations fees, the costs of preparing, printing and mailing this Circular and other related documents and run-off insurance, but excluding payments made by Kirkland pursuant to the Arrangement, are anticipated to be approximately $45 million, based on certain assumptions.

Shareholder Approvals

Agnico Shareholder Approval

Each Agnico Shareholder of record at the close of business on the Agnico Record Date will be entitled to vote on the Agnico Resolution. At the Agnico Meeting, Agnico Shareholders will be asked to consider and, if thought advisable, to pass, with or without variation, the Agnico Resolution authorizing the issuance of Agnico Shares in connection with the Arrangement, the full text of which is set out in Appendix A. The Agnico Resolution is required pursuant to section 611 of the TSX Company Manual, as the number of Agnico Shares to be issued to Kirkland Shareholders pursuant to the Arrangement exceeds 25% of the number of Agnico Shares issued and outstanding. In order to become effective, the Agnico Resolution must be approved by an affirmative vote of at least a simple majority of the votes cast on such resolution by Agnico Shareholders present (virtually) or represented by proxy and entitled to vote at the Agnico Meeting.

Should Agnico Shareholders fail to approve the Agnico Resolution by the requisite majority, the Arrangement will not be completed.

It is the intention of the Persons named in the instrument of proxy enclosed with the Agnico Meeting Materials, if not expressly directed to the contrary in such instrument of proxy, to vote such proxy in favour of the Agnico Resolution.


Kirkland Shareholder Approval

At the Kirkland Meeting, pursuant to the Interim Order, Kirkland Shareholders will be asked to approve the Arrangement Resolution. Each Kirkland Shareholder of record at the close of business on the Kirkland Record Date shall be entitled to vote on the Arrangement Resolution.

At the Kirkland Meeting, Kirkland Shareholders will be asked to consider and, if thought advisable, to pass, with or without variation, the Arrangement Resolution authorizing the Arrangement, the full text of which is set out in Appendix B. In order to become effective, the Arrangement Resolution must be approved by an affirmative vote of at least two-thirds of the votes cast on the Arrangement Resolution by Kirkland Shareholders present (virtually) or represented by proxy and entitled to vote at the Kirkland Meeting.

Should Kirkland Shareholders fail to approve the Arrangement Resolution by the requisite majority, the Arrangement will not be completed.

It is the intention of the Persons named in the instrument of proxy enclosed with the Kirkland Meeting Materials, if not expressly directed to the contrary in such instrument of proxy, to vote such proxy in favour of the Arrangement Resolution.

Court Approval of the Arrangement

The Arrangement requires approval by the Court under section 182 of the OBCA. Prior to mailing this Circular, Kirkland obtained the Interim Order providing for the calling and holding of the Kirkland Meeting and other procedural matters and filed the Notice of Application for Final Order to approve the Arrangement. Copies of the Interim Order and the Notice of Application for Final Order are attached as Appendix C and Appendix D, respectively, to this Circular.

The Court hearing in respect of the Final Order is expected to take place at 9:30 a.m. (Toronto time) on December 1, 2021, subject to the Kirkland Shareholder Approval and the Agnico Shareholder Approval. Due to the measures currently being implemented by the Court in response to the COVID-19 pandemic, the application will be heard by way of videoconference via Zoom. Persons wishing to participate, be represented or present evidence or argument at the hearing may do so, subject to filing a Notice of Appearance as set out in the Notice of Application for Final Order and satisfying certain other requirements as set out in the Interim Order. Zoom videoconference details will be provided to such persons in advance of the hearing.

Under the terms of the Interim Order, each Kirkland Shareholder, Kirkland CDI holder, directors of Kirkland, the auditor of Kirkland and other interested Persons with leave of the Court, will have the right to appear and make submissions at the application for the Final Order. Any Person desiring to appear at the hearing of the application for the Final Order is required to indicate his, her or its intention to appear by filing with the Court and serving Kirkland, as applicable, at the addresses set out below, on or before 4:00 p.m. (Toronto time) on November 29, 2021, a Notice of Appearance, including his, her or its address for service, together with all materials on which he, she or it intends to rely at the application. The Notice of Appearance and supporting materials must be delivered, within the time specified, to Kirkland at the following address: Cassels Brock & Blackwell LLP, 2100 Scotia Plaza, 40 King Street West, Toronto, Ontario, Canada M5H 3C2, Attention: Lara Jackson and John Picone.

Subject to the Court ordering otherwise, only those Persons who file a Notice of Appearance as set out in the Notice of Application for Final Order and satisfy certain other requirements as set out in the Interim Order will be provided with notice of the materials to be filed with the Court and the opportunity to make submissions in support or opposition of the Final Order. In the event that the hearing is postponed, adjourned or rescheduled, then subject to further order of the Court only those Persons having previously served a Notice of Appearance in compliance with the Interim Order will be given notice of the postponement, adjournment or rescheduled date. A copy of the Notice of Application for Final Order which includes the relief sought in the Final Order is attached as Appendix D to this Circular.


Kirkland Shareholders, Kirkland CDI holders, directors of Kirkland, the auditor of Kirkland or other interested Persons with leave of the Court who wish to participate in or be represented at the Court hearing for the Final Order should consult their legal advisors as to the necessary requirements.

At the hearing of the application for the Final Order, the Court will consider, among other things, the procedural and substantive fairness of the terms and conditions of the Arrangement and the rights and interests of every Person affected. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit.

The Section 3(a)(10) Exemption provides an exemption from the registration requirements of the U.S. Securities Act for the issuance of securities issued in exchange for one or more bona fide outstanding securities where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the substantive and procedural fairness of the terms and conditions of the issuance and exchange at which all Persons to whom the securities will be issued have the right to appear and have received timely notice thereof.

The Final Order, if granted, will constitute the basis for an exemption from the registration requirements of the U.S. Securities Act, pursuant to the Section 3(a)(10) Exemption, with respect to the issuance of the Consideration Shares issuable to Kirkland Shareholders and Kirkland CDI holders in exchange for their Kirkland Shares and Kirkland CDIs, respectively, and the issuance of Agnico Replacement Options to holders of Kirkland Options in exchange for their Kirkland Options, pursuant to the Arrangement upon completion of the Arrangement. The Court has been informed of this effect of the Final Order.

Assuming the Final Order is granted and the other conditions to Closing contained in the Merger Agreement are satisfied or waived to the extent legally permissible, then Articles of Arrangement will be filed with the Director to give effect to the Arrangement. See "The Arrangement - Timing for Completion of the Arrangement".

Key Regulatory Matters

To the best of the knowledge of the Parties, other than those which have already been made or received, including the Competition Act Approval, there are no filings, consents, waiting periods or approvals required to be made with, applicable to, or required to be received from any Governmental Entity prior to the Effective Date in connection with the Arrangement, except for the FIRB Approval and the Court's granting of the Final Order, which are each conditions to the completion of the Arrangement. It is also a condition to the completion of the Arrangement that the TSX and the NYSE will have conditionally approved or authorized the listing of the Consideration Shares to be issued pursuant to the Arrangement. Agnico has applied to list the Consideration Shares to be issued in connection with the Arrangement (including Agnico Shares to be issued on the exercise of the Agnico Replacement Options and the vesting of the other Kirkland Equity Awards following completion of the Arrangement) on the TSX and the NYSE and has received conditional approval from the TSX. Final approval of the TSX is conditional on the satisfaction by Agnico of customary conditions to listing imposed by the TSX. Agnico anticipates receiving all required authorizations from the NYSE prior to the Closing of the Arrangement. See "The Arrangement - Stock Exchange Listing Approval and Delisting Matters". If any additional filings or consents are required, such filings or consents will be sought but these additional requirements could delay the Effective Date or prevent the completion of the Arrangement.

Competition Act Approval

Part IX of the Competition Act (Canada) ("Competition Act") and the regulations promulgated thereunder, as amended, require that the parties to certain classes of transactions provide prescribed information to the Commissioner of Competition ("Commissioner") where the applicable thresholds set out in sections 109 and 110 of the Competition Act are exceeded and no exemption applies ("Notifiable Transactions").

Subject to certain limited exemptions, a Notifiable Transaction cannot be completed until the parties to the transaction have each submitted prescribed information to the Commissioner (a "Notification") and the applicable waiting period has expired, or been waived or terminated by the Commissioner. The waiting period expires 30 days after the day on which the parties to the Notifiable Transaction have submitted their respective prescribed information unless the Commissioner notifies the parties that additional information is required (a "Supplementary Information Request"). If the Commissioner provides the parties with a Supplementary Information Request, the Notifiable Transaction cannot be completed until 30 days after compliance with such Supplementary Information Request. Where a transaction is not completed within one year of the filing of a Notification or such longer period as the Commissioner may specify, Part IX of the Competition Act applies as if no notice were given or information supplied.


Alternatively, or in addition to filing a Notification, the parties to a Notifiable Transaction may apply to the Commissioner for an advance ruling certificate under subsection 102(1) of the Competition Act (an "ARC") confirming that the Commissioner is satisfied that he or she does not have sufficient grounds on which to apply to the Competition Tribunal for an order under section 92 of the Competition Act to prohibit the completion of the transaction or, as an alternative to an ARC, for a waiver of the requirement to file a Notification and written confirmation that the Commissioner does not, at that time, intend to make an application to the Competition Tribunal under section 92 of the Competition Act in respect of the transaction (a "No Action Letter").

Whether or not a merger is subject to notification under Part IX of the Competition Act, if no ARC has been issued in respect of the merger, the Commissioner can apply to the Competition Tribunal for an order under section 92 of the Competition Act at any time before the merger has been completed or, if completed, within one year after it was substantially completed. On application by the Commissioner under section 92 of the Competition Act, the Competition Tribunal may, where it finds that the merger prevents or lessens, or is likely to prevent or lessen, competition substantially, order that the merger not proceed, prohibit conduct necessary to ensure that the merger does not prevent or lessen competition substantially or, if completed, order its dissolution or the disposition of designated assets or shares; in addition to, or in lieu thereof, with the consent of the Person against whom the order is directed and the Commissioner, the Competition Tribunal may order a Person to take any other action.

The Arrangement is a Notifiable Transaction for the purposes of the Competition Act. Pursuant to the Merger Agreement, on September 28, 2021, Agnico submitted a request that the Commissioner issue an ARC or a No Action Letter in respect of the transactions contemplated by the Arrangement.

It is a condition to the completion of the Arrangement in favour of each of Kirkland and Agnico that: (a) Competition Act Approval has been made, given or obtained and is in force and has not been rescinded or modified in any way to prevent or otherwise make illegal the consummation of the Arrangement; and (b) no Law (including an order of the Competition Tribunal) is in effect that makes consummation of the Arrangement illegal or otherwise prohibits or enjoins Kirkland or Agnico from consummating the Arrangement. "Competition Act Approval" means the occurrence of one or more of the following: (a) the issuance of an ARC; (b) the applicable waiting period, including any extension of such waiting period, under section 123 of the Competition Act shall have expired or been terminated; or (c) the obligation to provide pre-merger notification in accordance with Part IX of the Competition Act shall have been waived in accordance with paragraph 113(c) of the Competition Act and, in the case of (b) or (c), the Commissioner of Competition shall have issued a No Action Letter.

On October 4, 2021, the Commissioner issued an ARC to Agnico in respect of the Arrangement. Receipt of the ARC constitutes the Competition Act Approval.

FIRB Approval

Certain transactions involving "foreign persons" with respect to Australian assets or companies require prior approval from the Treasurer. Australian foreign investment proposals are regulated under the FATA. FIRB is a non-statutory body established to advise the Government of Australia on foreign investment policy and its administration. The FATA empowers the Treasurer to prohibit certain acquisitions if he or she is satisfied that the acquisition would be "contrary to the national interest".


Due to the operation of the tracing provisions in the FATA, the Arrangement will constitute a "significant action" under FATA, as it is an indirect acquisition of Kirkland Subsidiaries formed in Australia ("Australian Kirkland Subsidiaries") by a "foreign person" and the monetary threshold has been met. The consideration attributable to the securities in the Australian Kirkland Subsidiaries (which has been apportioned on the basis of relative EBIT (earnings before interest and tax)) exceeds the monetary threshold (being A$1,216 million).

In addition, under the FATA, an entity is an "Australian Land Corporation" if more than 50% the value of its total assets is Australian land, which includes mining tenements and assets affixed to the land. Certain Australian Kirkland Subsidiaries are "Australian Land Corporations" as their interest in Australian land is greater than 50% of their total assets. Under the FATA, it is a "significant action" and "notifiable action" to acquire an interest of 5% or more in an unlisted land entity, or 10% or more in a listed land entity, valued above the relevant monetary threshold. Accordingly, given the value of the Australian Kirkland Subsidiaries, the Arrangement also constitutes a "significant action" and a "notifiable action".

As a "significant action" and a "notifiable action", the Treasurer has the power to call in, block or make a divestment order in relation to the Australian interests, unless a notice of no objection is obtained. As the Arrangement is a notifiable action, seeking such notice of no objection is mandatory.

Agnico has submitted an application to FIRB for the Arrangement and have requested FIRB Approval on behalf of all Agnico Shareholders. Any Agnico Shareholder wishing to opt-out of this streamlined process and individually apply for approval from FIRB may do so by notifying Agnico as soon as possible.

The Treasurer generally has 30 days from the date of notification and payment of the application fee to make a decision (that is order that a transaction or acquisition be blocked or notify that the Australian Government does not object to the transaction) and a further 10 days to notify the applicant of their decision. During the 30 day initial decision period, the Treasurer may also extend the decision period by up to an additional 90 days or the applicant may consent to an extension and such extensions are routinely made.

Each Agnico Shareholder that wishes to opt-out of the streamlined FIRB Approval process is urged to consult such Agnico Shareholder's professional advisors to determine any requirements associated with completing an individual application to FIRB.

Stock Exchange Listing Approval and Delisting Matters

Agnico is a reporting issuer under Canadian Securities Laws in each of the provinces and territories of Canada and is a foreign private issuer under U.S. Securities Laws. The Agnico Shares are listed and posted for trading on each of the TSX and the NYSE under the symbol "AEM".

The closing price of the Agnico Shares on September 27, 2021, the last full trading day on the TSX and the NYSE before the public announcement of the proposed Arrangement was C$63.81 and $50.55, respectively. The closing price of the Agnico Shares on October 28, 2021, the last full trading day on the TSX and the NYSE before the date of this Circular was C$68.34 and $55.39, respectively.

Kirkland is a reporting issuer under Canadian Securities Laws in each of the provinces of Canada, other than Quebec, and is a foreign private issuer under U.S. Securities Laws. The Kirkland Shares are listed and posted for trading on each of the TSX and the NYSE under the symbol "KL", and via Kirkland CDIs on the ASX under the symbol "KLA".

The closing price of the Kirkland Shares on September 27, 2021, the last full trading day on the TSX and the NYSE before the public announcement of the proposed Arrangement was C$55.70 and $44.09, respectively, and the closing price of the Kirkland CDIs on September 28, 2021, the last full trading day on the ASX before the public announcement of the proposed Arrangement, was A$60.00. The closing price of the Kirkland Shares on October 28, 2021, the last full trading day on the TSX and the NYSE before the date of this Circular was C$54.23 and $43.94, respectively, and the closing price of the Kirkland CDIs on October 28, 2021, the last full trading day on the ASX before the date of this Circular was A$59.70.


It is a mutual condition to the completion of the Arrangement that the TSX and the NYSE will have conditionally approved or authorized the listing of the Consideration Shares to be issued pursuant to the Arrangement, subject only to customary listing conditions. Agnico has applied to list the Consideration Shares to be issued in connection with the Arrangement (including Agnico Shares to be issued on the exercise of the Agnico Replacement Options and the vesting of the other Kirkland Equity Awards following completion of the Arrangement) on the TSX and the NYSE and has received conditional approval from the TSX. Final approval of the TSX is conditional on the satisfaction by Agnico of customary conditions to listing imposed by the TSX. Agnico anticipates receiving all required authorizations from the NYSE prior to the closing of the Arrangement.

Details of the settlement timetable for the Kirkland CDIs are in the process of being confirmed with the ASX. It is anticipated that after the necessary shareholder and court approvals are obtained and closing of the Arrangement is ready to be initiated, trading in Kirkland CDIs will go into voluntary suspension for a period of approximately three trading days while closing of the Arrangement occurs. During that time, the ability to transmute Kirkland CDIs into the underlying Kirkland Shares, and vice versa, is expected to be restricted.

It is anticipated that, following completion of the Arrangement, the Agnico Shares will continue to be listed and posted for trading on the TSX and the NYSE under the symbol "AEM". Unlike the Kirkland Shares, the Agnico Shares are not, and after completion of the Arrangement will not be, listed on the ASX. It is expected that the Kirkland Shares and Kirkland CDIs, as applicable, will be de-listed from the TSX, the NYSE and the ASX after the Effective Date. Subject to applicable Laws, Agnico will, as promptly as possible following completion of the Arrangement, apply to the applicable securities commissions or similar authorities in Canada to have Kirkland cease to be a reporting issuer.


THE MERGER AGREEMENT

The following is a summary of the material terms of the Merger Agreement, as amended by the Amending Agreement, and the Plan of Arrangement and is subject to, and qualified in its entirety by, the full text of the Merger Agreement and the Amending Agreement, which have been filed under Agnico's and Kirkland's respective issuer profiles on SEDAR at www.sedar.com and EDGAR at www.sec.gov, and by the Plan of Arrangement, which is attached to this Circular as Appendix E. Shareholders are urged to read the Merger Agreement, the Amending Agreement and the Plan of Arrangement in their entirety.

On September 28, 2021, Agnico and Kirkland entered into the Merger Agreement pursuant to which Agnico agreed to acquire, through the Arrangement, all of the issued and outstanding Kirkland Shares from Kirkland Shareholders for consideration per Kirkland Share equal to 0.7935 of an Agnico Share. On October 27, 2021, Agnico and Kirkland entered into the Amending Agreement, which amended certain terms contained in the Merger Agreement.

The Arrangement is being effected pursuant to the Merger Agreement which provides for the implementation of the Plan of Arrangement on the Effective Date. The Merger Agreement contains covenants and representations and warranties of and from each of Agnico and Kirkland and various conditions precedent, both mutual and in favour of Agnico and Kirkland individually.

Conditions to Closing

Mutual Conditions Precedent

The completion of the Arrangement is subject to satisfaction of the following conditions precedent which may only be waived with the mutual consent of Agnico and Kirkland:

  • Agnico Shareholder Approval. The Agnico Shareholder Approval shall have been obtained at the Agnico Meeting in accordance with Law.

  • Kirkland Shareholder Approval. The Kirkland Shareholder Approval shall have been obtained at the Kirkland Meeting in accordance with the Interim Order.

  • Interim and Final Order. The Interim Order and the Final Order shall have each been obtained on terms consistent with the Merger Agreement and not been set aside or modified in a manner unacceptable to either Agnico or Kirkland, each acting reasonably, on appeal or otherwise.

  • Key Regulatory Approvals. The Key Regulatory Approvals shall have been made, given or obtained and shall be in force and not have been rescinded or modified in any way to prevent or otherwise make illegal the consummation of the Arrangement.

  • Illegality. No Law shall be in effect that makes the completion of the Arrangement illegal or otherwise prohibits or enjoins Agnico or Kirkland from completing the Arrangement.

  • Listing of Consideration Shares. The Consideration Shares to be issued pursuant to the Arrangement shall have been conditionally approved or authorized for listing on the TSX and the NYSE (subject only to customary listing conditions).

  • Exempt from U.S. Securities Act. The Consideration Shares and Agnico Replacement Options to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to section 3(a)(10) thereunder.

  • Governance Matters. The Parties shall have taken all actions required to be taken by them pursuant to section 2.12 of the Merger Agreement and to give effect to the governance matters set out in Schedule F of the Merger Agreement with effect as of and from the Effective Time.

Other than the Key Regulatory Approvals, no third party or other consents are a specific condition precedent to the completion of the Arrangement.


Conditions in Favour of Agnico

The obligation of Agnico to complete the Arrangement is subject to satisfaction of the following conditions, any of which may be waived, in whole or in part, by Agnico in its sole discretion:

  • Representations and Warranties. The representations and warranties of Kirkland: in respect of (i) organization and qualification, corporate authorization, execution and binding obligation and non-contravention of constating documents shall be true and correct in all respects as of the date of the Merger Agreement and as of the Effective Time as if made at and as of such time; (ii) capitalization, subsidiaries and brokers shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of the Merger Agreement and true and correct (except for de minimis inaccuracies and as a result of transactions, changes, conditions, events or circumstances permitted under the Merger Agreement) as of the Effective Time, as if made at and as of such time; and (iii) all other representations and warranties of Kirkland set forth in the Merger Agreement shall be true and correct in all respects (disregarding any materiality or Material Adverse Effect qualification contained in any such representation or warranty) as of the date of the Merger Agreement and as of the Effective Time, as if made at and as of such time (except that any such representation and warranty that by its terms speaks specifically as of the date of the Merger Agreement or another date shall be true and correct in all respects as of such date), except in the case of this clause (iii) where the failure to be so true and correct in all respects, individually and in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect in respect of Kirkland, and Kirkland shall have delivered a certificate confirming same to Agnico, executed by two senior officers of Kirkland (in each case on Kirkland's behalf and without personal liability) addressed to Agnico and dated the Effective Date.

  • Performance of Covenants. Kirkland shall have fulfilled or complied in all material respects with each of the covenants of Kirkland contained in the Merger Agreement to be fulfilled or complied with by it on or prior to the Effective Time, or which have not been waived by Agnico, and Kirkland shall have delivered a certificate confirming same to Agnico, executed by two senior officers of Kirkland (in each case on Kirkland's behalf and without personal liability) addressed to Agnico and dated the Effective Date.

  • No Proceedings. There shall not be pending or threatened in writing any proceeding by any Governmental Entity or any other Person that the Agnico Board has determined in good faith, in consultation with its outside legal advisors, is reasonably likely to result in an imposition of material limitations on the ability of Agnico to complete the Arrangement or acquire or hold, or exercise full rights of ownership of, any Kirkland Shares.

  • No Material Adverse Effect. Since the date of the Merger Agreement, there shall not have occurred a Material Adverse Effect in respect of Kirkland and Kirkland shall have delivered a certificate confirming the same to Agnico, executed by two senior officers of Kirkland (in each case on Kirkland's behalf and without personal liability) addressed to Agnico and dated the Effective Date.

  • Dissent Rights. Kirkland Shareholders shall have not validly exercised Dissent Rights in connection with the Arrangement with respect to more than 5% of the issued and outstanding Kirkland Shares.

  • Kirkland Support and Voting Agreements. Agnico shall have received all of the Kirkland Support and Voting Agreements executed by the Kirkland Supporting Shareholders.

Conditions in Favour of Kirkland

The obligation of Kirkland to complete the Arrangement is subject to satisfaction of the following conditions, any of which may be waived, in whole or in part, by Kirkland in its sole discretion:

  • Representations and Warranties. The representations and warranties of Agnico in respect of: (i) organization and qualification, corporate authorization, execution and binding obligation and non-contravention of constating documents shall be true and correct in all respects as of the date of the Merger Agreement and as of the Effective Time, as if made at and as of such time; (ii) capitalization, subsidiaries and brokers shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of the Merger Agreement and true and correct (except for de minimis inaccuracies and as a result of transactions, changes, conditions, events or circumstances permitted under the Merger Agreement) as of the Effective Time, as if made at and as of such time; and (iii) all other representations and warranties of Agnico set forth in the Merger Agreement shall be true and correct in all respects (disregarding any materiality or Material Adverse Effect qualification contained in any such representation or warranty) as of the date of the Merger Agreement and as of the Effective Time, as if made at and as of such time (except that any such representation and warranty that by its terms speaks specifically as of the date of the Merger Agreement or another date shall be true and correct in all respects as of such date), except in the case of this clause (iii) where the failure to be so true and correct in all respects, individually and in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect in respect of Agnico, and Agnico shall have delivered a certificate confirming same to Kirkland, executed by two senior officers of Agnico (in each case on Agnico's behalf and without personal liability) addressed to Kirkland and dated the Effective Date.

  • Performance of Covenants. Agnico shall have fulfilled or complied in all material respects with each of its covenants contained in the Merger Agreement to be fulfilled or complied with by it on or prior to the Effective Time, or which have not been waived by Kirkland, and Agnico shall have delivered a certificate confirming same to Kirkland, executed by two senior officers of Agnico (in each case on Agnico's behalf and without personal liability) addressed to Kirkland and dated the Effective Date.

  • No Material Adverse Effect. Since the date of the Merger Agreement, there shall not have occurred a Material Adverse Effect in respect of Agnico and Agnico shall have delivered a certificate confirming same to Kirkland, executed by two senior officers of Agnico (in each case on Agnico's behalf and without personal liability) addressed to Kirkland and dated the Effective Date.

  • Payment of Consideration. Agnico shall have complied with its obligation to, on the day immediately prior to the Effective Date and prior to the filing by Kirkland of the Articles of Arrangement with the Director, deposit in escrow pending the Effective Time with the Depositary (the terms and conditions of such escrow to be satisfactory to the Parties, acting reasonably) sufficient Consideration Shares (and any treasury directions addressed to Agnico's transfer agent as may be necessary) to satisfy the aggregate Consideration to be paid to the Kirkland Shareholders (other than Dissenting Shareholders) under the Arrangement and in accordance with the Plan of Arrangement and the Depositary having confirmed to Kirkland receipt from or on behalf of Agnico of the same.

  • Agnico Support and Voting Agreements. Kirkland shall have received all of the Agnico Support and Voting Agreements executed by the Agnico Supporting Shareholders.

Effective Date of the Arrangement

If the Agnico Shareholder Approval and the Kirkland Shareholder Approval are obtained, the Final Order is obtained approving the Arrangement, the Key Regulatory Approvals are made, given or obtained and are in full force and effect, and all other conditions to the Merger Agreement are satisfied or waived, the Arrangement will become effective at 12:01 a.m. (Toronto time) on the Effective Date. It is currently expected that the Effective Date will occur in December 2021 or during the first quarter of 2022.

Outside Date

The Outside Date of March 31, 2022 is subject to the unilateral right of either Agnico or Kirkland to postpone the Outside Date on one or more occasions (by at least five days and not more than 15 days, as specified by the postponing Party) up to a maximum of 60 days if one or more of the Key Regulatory Approvals have not been obtained and none of such remaining Key Regulatory Approvals has been denied by a non-appealable decision of a Governmental Entity by providing notice of such postponement to the other Party no later than 5:00 p.m. on the date that is not less than five Business Days prior to the Outside Date (as such Outside Date may have been postponed pursuant to the Merger Agreement) or such later date as may be agreed to in writing by the Parties, provided that neither Agnico nor Kirkland is permitted to unilaterally postpone the Outside Date (as such Outside Date may have been previously postponed) if: (i) the failure to obtain a Key Regulatory Approval is primarily the result of such Party's wilful breach of its obligations under the Merger Agreement with respect to obtaining such Key Regulatory Approval; or (ii) in the aggregate, such postponements would exceed 60 days from the original Outside Date.


Representations and Warranties

The Merger Agreement contains certain representations and warranties made by each Party to the other Party, in each case of a nature customary for transactions of this type. The representations and warranties were made solely for the purposes of the Merger Agreement and, in some cases, are subject to important qualifications, limitations and exceptions agreed to by the Parties in connection with negotiating the Merger Agreement. Accordingly, Shareholders should not rely on the representations and warranties as characterizations of the actual state of facts, since they are also modified in important part by each of the Agnico Disclosure Letter and the Kirkland Disclosure Letter delivered in connection with the Merger Agreement. The Agnico Disclosure Letter and the Kirkland Disclosure Letter contain information that has been included in the respective Party's general prior public disclosures, as well as potential additional non-public information. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the public record.

The representations and warranties of each of Kirkland and Agnico relate to the following matters: organization and qualification; corporate authorization; execution and binding obligation; governmental authorization; non-contravention; capitalization; shareholder and similar agreements; subsidiaries; securities laws and stock exchange matters; U.S. Securities Law matters; financial statements; disclosure controls and internal control over financial reporting; auditors; no undisclosed liabilities; absence of certain changes or events; transactions with directors, officers and employees; compliance with laws; authorizations; material contracts; property; First Nations claims; intellectual property; litigation; environmental matters; mineral reserves and mineral resources; employees and collective agreements; employee plans; insurance; taxes; no defaults; restriction on business activities; books and records; anti-terrorism laws; anti-corruption practices legislation; anti-money laundering; no allegations; opinion of financial advisors; brokers; board approval; and available funds.

In addition to the foregoing representations and warranties, Kirkland has provided an additional representation and warranty to Agnico with respect to collateral benefits and Agnico has provided additional representations and warranties to Kirkland with respect to: Canadian Malartic; the issuance of Consideration Shares and Agnico Replacement Options; ownership of Kirkland Shares; Investment Canada Act; and Australian corporate law.

Covenants

General Conduct of Business and Covenants Relating to the Arrangement

The Merger Agreement contains customary negative and affirmative covenants of Kirkland and Agnico. Pursuant to the Merger Agreement, each of Kirkland and Agnico has covenanted, among other things, to use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations under the Merger Agreement to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all Laws to complete the Arrangement, including using commercially reasonable efforts to, among other things, obtain all necessary Authorizations as are required to be obtained under Law, effect all necessary notifications required by Governmental Entities relating to the Arrangement, maintain or obtain all consents required under any material Contracts, carry out the terms of the Interim Order and Final Order, and not take any action inconsistent with the Merger Agreement. Agnico has also covenanted to use commercially reasonable efforts to, prior to the completion of the Arrangement, obtain conditional approval or authorization of the listing and posting for trading on the TSX and the NYSE of the Consideration Shares, subject only to satisfaction of the customary listing conditions of the TSX and the NYSE, as applicable.

The Merger Agreement also contains customary covenants of each of Kirkland and Agnico pertaining to, among other things: (i) the conduct of their respective businesses, including with respect to, among other things, corporate matters, dispositions and acquisitions, capital expenditures and indebtedness, employment and compensation arrangements, maintenance of insurance policies and taxes; (ii) efforts to obtain all Regulatory Approvals, including the Key Regulatory Approvals; (iii) access to information and confidentiality; (iv) public communications; (v) Pre-Arrangement Reorganizations; (vi) tax matters; (vii) director and officer insurance and indemnification; (viii) delisting of the Kirkland Shares; and (ix) governance matters. Shareholders should refer to the Merger Agreement for details regarding the additional positive and negative covenants given by Kirkland and Agnico in relation to the conduct of their respective businesses prior to the Effective Time.


Covenants Regarding Non-Solicitation and Acquisition Proposals

Non-Solicitation

Except as expressly provided in the Merger Agreement, each Party has agreed to not, and to cause each of its Subsidiaries to not, directly or indirectly, through any Representative or otherwise, and to not authorize or permit any such Person to:

  • solicit, initiate, knowingly encourage or facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any information, properties, facilities, books or records of a Party or any of its Subsidiaries) any inquiry, proposal, expression of interest or offer that constitutes or that could reasonably be expected to constitute or lead to, an Acquisition Proposal in respect of such Party;

  • enter into, engage in, continue or otherwise participate in any discussions or negotiations with any Person regarding, or furnish any information to any Person (other than the other Party) in connection with any inquiry, proposal, expression or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal in respect of such Party, or otherwise knowingly encourage, facilitate, cooperate with, assist or participate in, any effort or attempt of any other Person to do or seek to do any of the foregoing;

  • make a Kirkland Change in Recommendation or Agnico Change in Recommendation, as applicable;

  • accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Acquisition Proposal or any inquiry, proposal, expression or inquiry that could reasonably be expected to constitute or lead to an Acquisition Proposal; provided that publicly taking no position or a neutral position with respect to a publicly announced or otherwise publicly disclosed Acquisition Proposal (i) for a period of no more than five Business Days following the formal announcement or public disclosure of such Acquisition Proposal or (ii) in the event that the Kirkland Meeting or Agnico Meeting is scheduled to occur within the five Business Day period set out in (i), prior to the third Business Day prior to the date of the applicable meeting, will not be considered to be in violation of this covenant if the Kirkland Board or Agnico Board, as applicable, has rejected such Acquisition Proposal and affirmed the Kirkland Board Recommendation or Agnico Board Recommendation, as applicable, before the end of the periods set out in (i) or (ii), as applicable; or

  • accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement, undertaking, understanding or Contract in respect of an Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by, and in accordance with, the Merger Agreement).

Each Party has agreed to, and to cause its Subsidiaries and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other activities (including through any Representatives on its behalf), if any, commenced prior to the date of the Exclusivity Agreement with any Person (other than the other Party) with respect to any inquiry, proposal, expression or offer that constitutes or could reasonably be expected to constitute or lead to, an Acquisition Proposal in respect of such Party, and, in connection therewith, such Party has agreed to:

  • immediately discontinue access to and disclosure of all information, if any, to any such Person, including any data room and any information, properties, facilities, books and records of such Party or any of its Subsidiaries; and

  • promptly, and in any event no later than 5:00 p.m. on the day immediately following public announcement of the Merger Agreement, request, and exercise all rights it or any of its Subsidiaries has to require: (A) the return or destruction of all copies of any information regarding such Party or any of its Subsidiaries provided to any Person other than the other Party in connection with any Acquisition Proposal or any inquiry, proposal, expression or offer that constitutes or could reasonably be expected to constitute or lead to, an Acquisition Proposal; and (B) the destruction of all material including or incorporating or otherwise reflecting such information regarding such Party or any of its Subsidiaries, to the extent that such information has not previously been returned or destroyed, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights.

Each Party has represented and warranted to the other Party that, since January 1, 2019, it has not waived any confidentiality, standstill or similar agreement or restriction to which such Party or any of its Subsidiaries is a party, except to permit submissions of expressions of interest prior to the date of the Exclusivity Agreement.

Each Party has covenanted and agreed: (i) to take all necessary action to enforce each confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which such Party or any of its Subsidiaries is a party or may, after the date of the Merger Agreement, become party in accordance with the Merger Agreement; and (ii) neither it, nor any of its Subsidiaries or their respective Representatives will, without the prior written consent of the other Party (which may be withheld, conditioned or delayed in the other Party's sole and absolute discretion), release any Person from, or waive, terminate, amend, suspend, modify or otherwise forbear in the enforcement of such Person's obligations respecting such Party or any of its Subsidiaries, or enter into or participate in any discussions, negotiations or agreements with any Person concerning the foregoing with respect to such Person's obligations respecting such Party or any of its Subsidiaries, under any confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which such Party or any of its Subsidiaries is a party; provided that the automatic termination or release of any standstill restrictions of any such agreements as a result of the entering into and announcement of the Merger Agreement shall not be a violation of this covenant.

Notification of Acquisition Proposals

Each Party has agreed that if it or any of its Subsidiaries or any of their respective Representatives, receives or otherwise becomes aware of any inquiry, proposal, expression or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, information relating to such Party or any of its Subsidiaries in connection with any inquiry, proposal, expression or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, including information, access, or disclosure relating to any properties, facilities, books or records or other documents of such Party or any of its Subsidiaries, such Party:

  • may: (i) communicate with any Person solely for the purposes of clarifying the terms of any such inquiry, proposal, expression or offer made by such Person; (ii) advise any Person of the restrictions of the Merger Agreement; and (iii) advise any Person making such inquiry, proposal, expression or offer that the Kirkland Board or Agnico Board, as applicable, has determined that such inquiry, proposal or offer does not constitute, or is not reasonably expected to constitute or lead to, a Superior Proposal;

  • shall promptly (at first orally and then as soon as practicable thereafter in writing), and in any event within 24 hours of the receipt thereof, notify the other Party of such Acquisition Proposal, inquiry, proposal, expression, offer or request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and copies of all agreements, documents, material or substantive correspondence and other materials received in respect thereof, from or on behalf of any such Person; and

  • shall keep the other Party fully informed on a current basis (including promptly upon request of the other Party) of the status of discussions and negotiations with respect to such Acquisition Proposal, inquiry, proposal, expression, offer or request (to the extent such Party is permitted to enter into such discussions or negotiations in accordance with the Merger Agreement), including by: (i) identifying all material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, expression, offer or request; and (ii) providing copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to such Party by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, expression, offer or request.


Responding to an Acquisition Proposal

Notwithstanding a Party's covenants regarding non-solicitation described above, but subject to compliance with the other provisions of Article 5 of the Merger Agreement, if at any time prior to obtaining, in the case of Agnico, the Agnico Shareholder Approval, and in the case of Kirkland, the Kirkland Shareholder Approval, such Party receives a bona fide written Acquisition Proposal that did not result from a breach of the non-solicitation covenants under the Merger Agreement or the Exclusivity Agreement, such Party and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of such Party or its Subsidiaries, if and only if:

  • the board of directors of such Party first determines in good faith, after consultation with its financial advisors and its outside legal advisors, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal;

  • the Person making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with such Party or its Subsidiaries;

  • such Party has been, and continues to be at the time of taking any action permitted under the Merger Agreement, in compliance with its obligations under the non-solicitation covenants of the Merger Agreement and the Exclusivity Agreement; and

  • prior to providing any such copies, access, or disclosure or engaging or participating in any discussions or negotiations with such Person: (i) such Party promptly delivers a written notice to the other Party stating its intention to participate in such discussions or negotiations and to provide such copies, access or disclosure, which notice shall include confirmation of the determination by such Party's board of directors that such Acquisition Proposal constitutes or could reasonably be expected to constitute a Superior Proposal; (ii) such Party enters into an Acceptable Confidentiality Agreement with such Person and a true, complete and final executed copy of such agreement is provided to the other Party; and (iii) any such copies, access or disclosure provided to such Person shall have already been (or shall simultaneously be) provided to the other Party.

The Merger Agreement does not prohibit a Party or its board of directors from making any disclosure to its security holders if its board of directors, acting in good faith and upon the advice of outside legal advisors, first determines that such disclosure is required by Law or an order of a court of competent jurisdiction; provided that: (i) such Party shall provide the other Party and its external legal counsel with a reasonable opportunity to review and comment on the form and content of any such disclosure and shall give reasonable consideration to such comments; and (ii) notwithstanding the foregoing, such Party's board of directors shall not be permitted to make an Agnico Change in Recommendation or Kirkland Change in Recommendation, as applicable, other than as permitted by the Merger Agreement.

Superior Proposals and Right to Match

The Parties have agreed that if a Party receives an Acquisition Proposal that constitutes a Superior Proposal (the "Receiving Party") prior, in the case of Agnico being the Receiving Party, to obtaining the Agnico Shareholder Approval, or in the case of Kirkland being the Receiving Party, to obtaining the Kirkland Shareholder Approval, the Receiving Party may make an Agnico Change in Recommendation or Kirkland Change in Recommendation, as applicable, and/or approve, accept or enter into a Permitted Acquisition Agreement with respect to such Superior Proposal, if and only if prior to such recommendation and/or approval, acceptance or entering into of the Permitted Acquisition Agreement:


  • the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purposes or similar restriction;

  • the Receiving Party has been, and continues to be at the time of taking any action permitted under the Merger Agreement, in compliance with its non-solicitation obligations under the Merger Agreement and the Exclusivity Agreement;

  • the Receiving Party has delivered to the other Party a written notice which shall include: (i) confirmation of the determination by such Party's board of directors that such Acquisition Proposal constitutes a Superior Proposal; (ii) a confirmation of the determination by such Party's board of directors of the value and financial terms that the board of directors, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Superior Proposal; (iii) confirmation of the intention of such Party's board of directors to enter into a Permitted Acquisition Agreement; and (iv) a copy of the Permitted Acquisition Agreement for the Superior Proposal and all supporting materials (including any financing documents supplied to a Receiving Party in connection therewith) (collectively, the "Superior Proposal Notice");

  • at least five Business Days (the "Matching Period") have elapsed from the date the other Party received the Superior Proposal Notice;

  • during any Matching Period, the other Party had the opportunity (but not the obligation), in accordance with the Merger Agreement, to offer to amend the Merger Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; and

  • if the other Party has offered to amend the Merger Agreement and the Arrangement under the Merger Agreement, the Receiving Party's board of directors has determined in good faith, in consultation with its financial advisors and outside legal advisors, that: (i) such Acquisition Proposal continues to constitute a Superior Proposal compared to the terms of the Arrangement as proposed to be amended by the other Party under the Merger Agreement; and (ii) that the failure by the Receiving Party's board of directors to take such action would be inconsistent with its fiduciary duties.

The Parties have agreed that, notwithstanding the occurrence of an Agnico Change in Recommendation or Kirkland Change in Recommendation, as applicable, or the entering into of any Permitted Acquisition Agreement, each in accordance with the terms of the Merger Agreement, the Receiving Party shall cause the Agnico Meeting or the Kirkland Meeting, as applicable, to occur and the Agnico Resolution or the Arrangement Resolution, as applicable, to be voted upon by the shareholders of the Receiving Party thereat in accordance with the Merger Agreement, and the Receiving Party shall not submit to a vote of its shareholders any Acquisition Proposal other than the Agnico Resolution or the Arrangement Resolution, as applicable, prior to the termination of the Merger Agreement in accordance with its terms. In addition, each Party has agreed that any Permitted Acquisition Agreement entered into in accordance with the Merger Agreement shall in all instances satisfy each of the criteria of a Permitted Acquisition Agreement and such Party shall not amend, waive or otherwise vary any of the provisions of such Permitted Acquisition Agreement in a manner which would be inconsistent with each of the criteria of a Permitted Acquisition Agreement.

The Parties have agreed that, during the Matching Period, or such longer period as the Receiving Party may approve in writing for such purpose: (i) the Receiving Party's board of directors shall review any offer made by the other Party under the Merger Agreement to amend the terms of the Merger Agreement and the Arrangement in good faith, after consultation with its financial advisors and its outside legal advisors, in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (ii) the Receiving Party shall negotiate, and cause its Representatives to negotiate, in good faith with the other Party to make such amendments to the terms of the Merger Agreement and the Arrangement as would enable the other Party to proceed with the transactions contemplated by the Merger Agreement on such amended terms. If the Receiving Party's board of directors, after consultation with its financial advisors and its outside legal advisors, determines that such Acquisition Proposal would cease to be a Superior Proposal, the Receiving Party shall promptly so advise the other Party, and the Parties shall amend the Merger Agreement and the Plan of Arrangement to reflect such offer made by the other Party, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.


Each successive amendment to any Acquisition Proposal that results in an increase in, or a modification to, the consideration (or value of such consideration) to be received by the Receiving Party or its shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of the Merger Agreement, and the other Party shall be afforded an additional five Business Day Matching Period from the date on which such Party received the Superior Proposal Notice.

The Receiving Party's board of directors shall promptly reaffirm the Agnico Board Recommendation or Kirkland Board Recommendation, as applicable, by press release after any Acquisition Proposal which is determined to not be a Superior Proposal is publicly announced or the Receiving Party determines that a proposed amendment to the terms of the Merger Agreement as contemplated under the Merger Agreement would result in an Acquisition Proposal no longer being a Superior Proposal. The Receiving Party shall provide the other Party and its external legal counsel with a reasonable opportunity to review the form and content of any such press release and shall give reasonable consideration to such amendments to such press release requested by the other Party and its external legal counsel.

If the Receiving Party provides a Superior Proposal Notice to the other Party on a date that is less than 10 Business Days before the Agnico Meeting or Kirkland Meeting, as applicable, the other Party shall be entitled to require the Receiving Party to, and the Receiving Party shall upon such request, proceed with or adjourn or postpone such Agnico Meeting or Kirkland Meeting, as applicable, in accordance with the terms of the Merger Agreement to a date specified by the other Party that is not more than 15 Business Days after the scheduled date of the Agnico Meeting or Kirkland Meeting, as applicable; provided that in no event shall such adjourned or postponed meeting be held on a date that is less than five Business Days prior to the Outside Date.

Notwithstanding anything in the Merger Agreement to the contrary, neither Party shall be permitted to accept, approve or enter into an agreement providing for, or implementing, a Superior Proposal unless such agreement constitutes a Permitted Acquisition Agreement and such Party has complied with the non-solicitation covenants contained in Article 5 of the Merger Agreement and the Exclusivity Agreement.

Termination of the Merger Agreement

Termination by Either Party

The Merger Agreement may be terminated prior to the Effective Time by the mutual written agreement of the Parties, or by either Kirkland or Agnico if:

  • Failure to Obtain Kirkland Shareholder Approval. The Kirkland Shareholder Approval is not obtained at the Kirkland Meeting in accordance with the Interim Order; provided that a Party may not terminate the Merger Agreement if the failure to obtain the Kirkland Shareholder Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Merger Agreement;

  • Failure to Obtain Agnico Shareholder Approval. The Agnico Shareholder Approval is not obtained at the Agnico Meeting in accordance with Law; provided that a Party may not terminate the Merger Agreement if the failure to obtain the Agnico Shareholder Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Merger Agreement;

  • Occurrence of Outside Date. The Effective Time does not occur on or prior to the Outside Date; provided that a Party may not terminate the Merger Agreement if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants under the Merger Agreement; or


  • Illegality. After the date of the Merger Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the completion of the Arrangement illegal or otherwise prohibits or enjoins the Parties from completing the Arrangement, and such Law has, if applicable, become final and non-appealable; provided that the enactment, making, enforcement or amendment of such Law was not caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants under the Merger Agreement.

Termination by Kirkland

The Merger Agreement may be terminated prior to the Effective Time by Kirkland if:

  • Breach of Representation or Warranty or Failure to Perform Covenants by Agnico. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of Agnico under the Merger Agreement occurs that would cause any condition relating to Agnico's representations, warranties or covenants not to be satisfied, and such breach or failure is incapable of being cured, or is not cured in accordance with the Merger Agreement, on or prior to the Outside Date; provided that Kirkland is not then in breach of the Merger Agreement so as to cause any mutual conditions or any condition relating to Kirkland's representations, warranties or covenants not to be satisfied; or

  • Agnico Change in Recommendation. Prior to obtaining the Agnico Shareholder Approval: (i) the Agnico Board makes an Agnico Change in Recommendation; (ii) Agnico or any of its Subsidiaries accepts, approves, executes or enters into a Permitted Acquisition Agreement; or (iii) Agnico wilfully breaches or breaches in any material respect the non-solicitation covenants contained in the Merger Agreement.

Termination by Agnico

The Merger Agreement may be terminated prior to the Effective Time by Agnico if:

  • Breach of Representation or Warranty or Failure to Perform Covenants by Kirkland. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of Kirkland under the Merger Agreement occurs that would cause any condition relating to Kirkland's representations, warranties or covenants not to be satisfied, and such breach or failure is incapable of being cured, or is not cured in accordance with the Merger Agreement, on or prior to the Outside Date; provided that Agnico is not then in breach of the Merger Agreement so as to cause any mutual conditions or any condition relating to Agnico's representations, warranties or covenants not to be satisfied;

  • Kirkland Change in Recommendation. Prior to obtaining the Kirkland Shareholder Approval: (i) the Kirkland Board makes a Kirkland Change in Recommendation; (ii) Kirkland or any of its Subsidiaries accepts, approves, executes or enters into a Permitted Acquisition Agreement; or (iii) Kirkland wilfully breaches or breaches in any material respect the non-solicitation covenants contained in the Merger Agreement; or

  • Dissent Rights. The condition of the Merger Agreement relating to Kirkland Shareholders not having validly exercised Dissent Rights in connection with the Arrangement with respect to more than 5% of the issued and outstanding Kirkland Shares is not capable of being satisfied by the Outside Date.

Termination Event and Termination Amount

The Merger Agreement provides that if an Agnico Termination Amount Event or a Kirkland Termination Amount Event occurs, Agnico or Kirkland, as applicable, shall pay, as proceeds of the other's rights under the Merger Agreement, the Termination Amount in the amount of $450,000,000 to the other Party.

A "Kirkland Termination Amount Event" means the termination of the Merger Agreement:

  • by Agnico upon the occurrence of the circumstances described in the paragraph "Kirkland Change in Recommendation" under the heading "Termination of the Merger Agreement - Termination by Agnico" above; or

  • by Agnico, upon the occurrence of the circumstances described in the paragraph "Breach of Representation or Warranty or Failure to Perform Covenants by Kirkland" under the heading "Termination of the Merger Agreement - Termination by Agnico" above, but only in the event of a termination due to a wilful or intentional breach or fraud by Kirkland, or by Agnico or Kirkland upon the occurrence of the circumstances described in the paragraph "Failure to Obtain Kirkland Shareholder Approval" under the heading "Termination of the Merger Agreement - Termination by Either Party" above, in each case, if:

(A) prior to such termination, any Acquisition Proposal in respect of Kirkland is publicly announced or otherwise publicly disclosed by any Person (other than Agnico or any of its Affiliates) or any Person (other than Agnico or any of its Affiliates) shall have publicly announced or otherwise publicly disclosed an intention to make an Acquisition Proposal in respect of Kirkland and such Acquisition Proposal or intent to make an Acquisition Proposal is not withdrawn at least 10 Business Days prior to the Kirkland Meeting; and

(B) either (1) prior to such termination Kirkland or any of its Subsidiaries has accepted, approved or entered into a Permitted Acquisition Agreement (whether or not such Acquisition Proposal is later consummated) or (2) within 12 months following the date of such termination: (I) any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) is consummated; or (II) Kirkland or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, accepts, approves or enters into a Contract in respect of any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) and such Acquisition Proposal is later consummated whether or not within such 12 month period.

An "Agnico Termination Amount Event" means the termination of the Merger Agreement:

  • by Kirkland upon the occurrence of the circumstances described in the paragraph "Agnico Change in Recommendation" under the heading "Termination of the Merger Agreement - Termination by Kirkland" above; or

  • by Kirkland, upon the occurrence of the circumstances described in the paragraph "Breach of Representation or Warranty or Failure to Perform Covenants by Agnico" under the heading "Termination of the Merger Agreement - Termination by Kirkland" above, but only in the event of a termination due to a wilful or intentional breach or fraud by Agnico, or by Agnico or Kirkland upon the occurrence of the circumstances described in the paragraph "Failure to Obtain Agnico Shareholder Approval" under the heading "Termination of the Merger Agreement - Termination by Either Party" above, in each case, if:

(A) prior to such termination, any Acquisition Proposal in respect of Agnico is publicly announced or otherwise publicly disclosed by any Person (other than Kirkland or any of its Affiliates) or any Person (other than Kirkland or any of its Affiliates) shall have publicly announced or otherwise publicly disclosed an intention to make an Acquisition Proposal in respect of Agnico and such Acquisition Proposal or intent to make an Acquisition Proposal is not withdrawn at least 10 Business Days prior to the Agnico Meeting; and

(B) either (1) prior to such termination Agnico or any of its Subsidiaries has accepted, approved or entered into a Permitted Acquisition Agreement (whether or not such Acquisition Proposal is later consummated) or (2) within 12 months following the date of such termination: (I) any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) is consummated; or (II) Agnico or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, accepts, approves or enters into a Contract in respect of any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) and such Acquisition Proposal is later consummated whether or not within such 12 month period.


For purposes of the Kirkland Termination Amount Event and the Agnico Termination Amount Event referred to above, the term "Acquisition Proposal" has the meaning assigned to that term in the Merger Agreement, except that references to "20% or more" are deemed to be references to "50% or more".

Termination Expense Reimbursement

If the Merger Agreement is terminated by either Agnico or Kirkland upon the occurrence of the circumstances described in the paragraph "Failure to Obtain Kirkland Shareholder Approval" under the heading "Termination of the Merger Agreement - Termination by Either Party" above or by Agnico upon the occurrence of the circumstances described in the paragraph "Breach of Representation or Warranty or Failure to Perform Covenants by Kirkland" under the heading "Termination of the Merger Agreement - Termination by Agnico" above, then Kirkland shall pay (or cause to be paid) to Agnico (or as Agnico may direct) an expense reimbursement payment of $20,000,000, provided that in no event shall Kirkland be required to pay, in aggregate, an amount in excess of the Termination Amount.

If the Merger Agreement is terminated by either Agnico or Kirkland upon the occurrence of the circumstances described in the paragraph "Failure to Obtain Agnico Shareholder Approval" under the heading "Termination of the Merger Agreement - Termination by Either Party" above or by Kirkland upon the occurrence of the circumstances described in the paragraph "Breach of Representation or Warranty or Failure to Perform Covenants by Agnico" under "Termination of the Merger Agreement - Termination by Kirkland" above, then Agnico shall pay (or cause to be paid) to Kirkland (or as Kirkland may direct) an expense reimbursement payment of $20,000,000, provided that in no event shall Agnico be required to pay, in aggregate, an amount in excess of the Termination Amount.

Amendments

The Merger Agreement and, subject to the provisions of the Interim Order, the Final Order and the Plan of Arrangement, the Plan of Arrangement, may, at any time and from time to time before or after the holding of the Agnico Meeting and/or the Kirkland Meeting, but not later than the Effective Time, be amended by mutual written agreement of the Parties, without further notice to or authorization on the part of the Agnico Shareholders, the Kirkland Shareholders or the holders of Kirkland Equity Awards, and any such amendment may, subject to the Interim Order, the Final Order, the Plan of Arrangement and Law, as applicable, without limitation:

  • change the time for performance of any of the obligations or acts of the Parties;

  • waive or modify, in whole or in part, any representation or warranty contained in the Merger Agreement or in any document delivered pursuant thereto;

  • waive or modify, in whole or in part, any of the covenants contained in the Merger Agreement and waive or modify performance of any of the obligations of the Parties; and/or

  • waive or modify, in whole or in part, any mutual conditions contained in the Merger Agreement.

In addition, pursuant to the Plan of Arrangement:

  • Agnico and Kirkland may amend, modify and/or supplement the Plan of Arrangement at any time and from time to time prior to the Effective Date, provided that each such amendment, modification and/or supplement is: (i) set out in writing; (ii) approved by Agnico and Kirkland, each acting reasonably; (iii) filed with the Court and, if made following the Kirkland Meeting, approved by the Court; and (iv) communicated to Kirkland Shareholders if and as required by the Court;

  • any amendment, modification and/or supplement to the Plan of Arrangement, if approved by Agnico and Kirkland, each acting reasonably, may be proposed by Agnico or Kirkland at any time prior to the Kirkland Meeting, with or without any other prior notice or communication, and, if so proposed and accepted by the Persons voting at the Kirkland Meeting (other than as may be required under the Interim Order), shall become part of the Plan of Arrangement for all purposes;


  • any amendment, modification and/or supplement to the Plan of Arrangement that is approved or directed by the Court following the Kirkland Meeting shall be effective only if: (i) it is consented to in writing by the Parties, each acting reasonably; and (ii) if required by the Court, it is consented to by some or all of the Kirkland Shareholders voting in the manner directed by the Court; and

  • any amendment, modification and/or supplement to the Plan of Arrangement may be made following the Effective Date unilaterally by Agnico provided that it concerns a matter which, in the reasonable opinion of Agnico, is of an administrative nature required to better give effect to the implementation of the Plan of Arrangement and is not adverse to the economic interest of any former holder of Kirkland Shares or Kirkland Equity Awards.

Notwithstanding anything in the Plan of Arrangement or the Merger Agreement, Agnico and Kirkland are entitled at any time prior to or following the Kirkland Meeting or the Agnico Meeting to modify the Plan of Arrangement with respect to any Pre-Arrangement Reorganization effected in accordance with the terms of the Merger Agreement without any prior notice or communication or approval of the Court, the Kirkland Shareholders, the Agnico Shareholders or the holders of the Kirkland Equity Awards, provided such modifications are not adverse to the financial or economic interests of the Kirkland Shareholders, the Agnico Shareholders or the holders of the Kirkland Equity Awards entitled to receive the applicable consideration under the Plan of Arrangement.

The Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Merger Agreement. Upon the termination of the Plan of Arrangement pursuant to the Merger Agreement, no Party shall have any liability or further obligation to any other Party or Person thereunder other than as set out in the Merger Agreement.


SECURITIES LAW MATTERS

Interests of Certain Persons in the Arrangement

The directors, officers and other related parties of Agnico and Kirkland may have interests in the Arrangement that are, or may be, different from, or in addition to, the interests of other Agnico Shareholders and Kirkland Shareholders and that may present them with actual or potential conflicts of interest in connection with the Arrangement. Other than the interests and benefits described below, none of the directors or officers of Agnico and Kirkland or, to the knowledge of the directors and officers of Agnico and Kirkland, any of their respective associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon in connection with the Arrangement or that would materially affect the Arrangement. The Agnico Board and the Kirkland Board were aware of these interests and considered them, among other matters, when recommending approval of the Arrangement by Agnico Shareholders and Kirkland Shareholders, respectively.

All of the benefits received, or to be received, by directors, officers or employees of Agnico and Kirkland, respectively, as a result of the Arrangement are, and will be, solely in connection with their services as directors, officers or employees of Agnico and Kirkland. No benefit has been, or will be, conferred for the purpose of increasing the value of consideration payable to any such Person for Kirkland Shares held by such Persons and no consideration is, or will be, conditional on the Person supporting the Arrangement.

Treatment of Kirkland Equity Awards

Other than as described herein, all Kirkland Shares and Kirkland Equity Awards held by members of the Kirkland Board and Kirkland officers and their associates and affiliates will be treated in the same fashion under the Arrangement as those held by other holders of Kirkland Shares and Kirkland Equity Awards. See "The Arrangement - Arrangement Mechanics" for how the Kirkland Shares and the Kirkland Equity Awards will be affected by the Arrangement.

Kirkland Options

As of the Kirkland Record Date, none of the members of the Kirkland Board or officers of Kirkland held Kirkland Options.

Kirkland RSUs

As of the Kirkland Record Date, members of the Kirkland Board and officers of Kirkland set out below held 206,451 Kirkland RSUs. If the Arrangement is consummated, each Kirkland RSU (whether vested or unvested) outstanding immediately prior to the Effective Time held by a holder shall remain outstanding in accordance with the terms of the Kirkland LTIP and, upon vesting of such Kirkland RSUs following the Effective Time, such Kirkland RSUs shall entitle the holder thereof to receive, pursuant to its terms in cash or shares in accordance with the terms of the Kirkland LTIP, a payment equal to the Market Price on the date of vesting of such number of Agnico Shares as is equal to: (a) the number of Kirkland Shares subject to the Kirkland RSUs immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded down to the nearest whole number.

Kirkland PSUs

As of the Kirkland Record Date, members of the Kirkland Board and officers of Kirkland set out below held 206,451 Kirkland PSUs. If the Arrangement is consummated, each Kirkland PSU (whether vested or unvested) outstanding immediately prior to the Effective Time held by a holder shall remain outstanding in accordance with the terms of the Kirkland LTIP and, upon vesting of such Kirkland PSUs following the Effective Time, such Kirkland PSUs shall entitle the holder thereof to receive, pursuant to its terms in cash or shares in accordance with the terms of the Kirkland LTIP, a payment equal to the Market Price on the date of vesting of such number of Agnico Shares as is equal to: (a) the number of Kirkland Shares subject to the Kirkland PSUs immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded down to the nearest whole number, provided that the "payout factor" (as provided for under the Kirkland LTIP) following the Effective Time shall be adjusted by the Kirkland Board consistent with the terms of the Kirkland LTIP and shall be not less than the payout factor that would otherwise have applied to such Kirkland PSUs under the Kirkland LTIP as of the close of markets on September 24, 2021.


Kirkland DSUs

As of the Kirkland Record Date, members of the Kirkland Board held 138,306 Kirkland DSUs. If the Arrangement is consummated: (i) each Continuing Kirkland DSU (whether vested or unvested) outstanding immediately prior to the Effective Time held by a Continuing Kirkland Director shall remain outstanding in accordance with the terms of the Kirkland DSU Plan and, upon the redemption or settlement of such Continuing Kirkland DSUs following the Effective Time, such Continuing Kirkland DSUs shall entitle the Continuing Kirkland Director to receive, pursuant to the terms of the Kirkland DSU Plan, a cash payment equal to the Market Value on the date of redemption or settlement of such number of Agnico Shares as is equal to (A) the number of Kirkland Shares subject to the Continuing Kirkland DSUs immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number; and (ii) each Kirkland DSU (whether vested or unvested), other than a Continuing Kirkland DSU, outstanding immediately prior to the Effective Time held by a holder shall be, and shall be deemed to be, transferred by such holder to Kirkland in exchange for a cash payment from Kirkland equal to the Fair Market Value immediately prior to the Effective Time (less any withholding or deduction on account of Taxes) and each such Kirkland DSU shall be immediately cancelled and (A) the holders of such Kirkland DSUs shall cease to be holders thereof and to have any rights as holders of such Kirkland DSUs, other than the right to receive the cash payment to which they are entitled, (B) such holders' names shall be removed from the register of Kirkland DSUs maintained by or on behalf of Kirkland, and (C) all agreements relating to the Kirkland DSUs (but excluding the Kirkland DSU Plan) shall be terminated and shall be of no further force and effect.

Completion of the Arrangement will not, other than as described herein, result in a payment or vesting of the Kirkland RSUs and Kirkland PSUs held by Kirkland officers unless, within 12 months of the Effective Date, a Triggering Event (as such term is defined in the Kirkland LTIP) occurs, which includes, without limitation, the termination of employment of such Kirkland officer without cause, the removal of such Kirkland officer as an officer of Kirkland or any of its Affiliates or any material adverse change imposed by Kirkland or any of its Affiliates to the duties, powers, rights, discretion, prestige, salary, benefits, or perquisite of the Kirkland officer as they existed prior the Effective Date, or with respect to financial entitlements, any material adverse change imposed by Kirkland or any of tis Affiliates to the conditions under and manner in which they were payable to the Kirkland officer prior to the Effective Date. Upon the occurrence of a Triggering Event within 12 months of the Effective Date, the Kirkland RSUs and Kirkland PSU held by such Kirkland officer will immediately vest and settle in accordance with the provisions of the Kirkland LTIP, as modified by the Plan of Arrangement.

Consideration

The following table sets out the names and positions of the members of the Kirkland Board and officers of Kirkland as of the Kirkland Record Date, the number of Kirkland Shares and Kirkland Equity Awards owned, or over which control or direction was exercised, by each such member of the Kirkland Board or officer of Kirkland and, where known after reasonable inquiry, by their respective associates or affiliates and the consideration to be received for such Kirkland Shares or Kirkland Equity Awards pursuant to the Arrangement.

As set out above, no consideration is expected to be received by the holders of Kirkland RSUs, Kirkland PSUs or Kirkland DSUs that will become officers, employees or directors, as applicable, of Agnico at the Effective Time. For those Kirkland officers for whom a "Triggering Event" occurs within 12 months of the Effective Date, the Kirkland RSUs and Kirkland PSUs will vest and settle in accordance with the provisions of the Kirkland LTIP, as modified by the Plan of Arrangement, on the occurrence of the Triggering Event. The members of the Kirkland Board who will not be continuing with Agnico after the Effective Date will be entitled to a cash payment in respect of the cancellation of their Kirkland DSUs following the Effective Date.



Name and Position

Kirkland
Shares

(and % of
outstanding)
(1)

(a)

Consideration

received from
Kirkland
Shares (C$)
(2)

Equity Awards

(b)

Cash received
from Kirkland
Equity Awards
(C$)
(3)

(a) + (b)
Total
Consideration
from Kirkland
Shares and
Kirkland Equity
Awards (C$)

Number
of
Kirkland
RSUs

Number
of
Kirkland
PSUs

Number
of
Kirkland
DSUs

Jeffrey Parr
Chair

19,790

1,071,193.97

-

-

38,993

-

1,071,193.97

Jonathan Gill
Director

-

-

-

-

29,167

-

-

Peter Grosskopf
Director

10,000

541,293.01

-

-

4,061

-

541,293.01

Ingrid Hibbard
Director

17,183

930,055.31

-

-

4,061

222,505.39

1,152,560.70

Arnold Klassen
Director

15,000

811,905.41

-

-

23,946

-

811,905.41

Elizabeth Lewis-Gray
Director

940

50,820.83

-

-

4,043

-

50,820.83

Barry Olson
Director

5,650

305,811.79

-

-

34,035

1,864,804.44

2,170,616.23

Anthony Makuch
President and Chief Executive Officer

64,843
(0.0246%)

3,509,843.47

84,612

84,612

-

-

3,509,843.47

David Soares
Chief Financial Officer

-

-

22,102

22,102

-

-

-

Natasha Vaz
Chief Operating Officer

-

-

16,108

16,108

-

-

-

Jennifer Wagner
Executive Vice President Corporate Affairs and Sustainability

-

-

18,687

18,687

-

-

-

Jason Neal
Executive Vice President

4,000

216,517.20

12,615

12,615

-

-

216,517.20

Darin Smith
Senior Vice President Corporate Development

1,500

81,176.90

8,954

8,954

-

-

81,176.90

John Landmark
Senior Vice President Corporate Affairs - (Australia)

-

-

10,473

10,473

-

-

-

Mark Utting
Senior Vice President Investor Relations

-

-

10,646

10,646

-

-

-

Meri Verli
Senior Vice President Business Operations Management Systems

-

-

6,899

6,899

-

-

-

Eric Kallio
Senior Vice President Exploration

-

-

15,355

15,355

-

-

-

Notes:

(1)

Based on 263,696,770 Kirkland Shares issued and outstanding as of the Kirkland Record Date. Unless otherwise indicated, the holdings of the applicable director or officer of Kirkland are less than or equal to 0.01% of the issued and outstanding Kirkland Shares.

(2)

The value of each Kirkland Share has been calculated using the five-day VWAP of the Agnico Shares on the TSX as of October 13, 2021, multiplied by the Exchange Ratio.

(3)

The value of Kirkland DSUs held by those members of the Kirkland Board which are not Continuing Kirkland Directors was calculated by using the five-day VWAP of the Kirkland Shares on the TSX as of October 13, 2021, multiplied by the Exchange Ratio. As the Kirkland DSUs held by a Continuing Kirkland Director shall continue under the same terms as prior to the Effective Time, none of the members of the Kirkland Board who are Continuing Kirkland Directors will receive cash upon closing of the Arrangement from such Kirkland DSUs. As the Kirkland RSUs and Kirkland PSUs shall continue under the same terms as prior to the Effective Time, none of the members of the Kirkland Board or officers of Kirkland will receive cash upon closing of the Arrangement from Kirkland RSUs or Kirkland PSUs.



In addition, as a result of the Arrangement, certain members of Kirkland Senior Management may receive additional benefits as described below under the headings "Termination and Change of Control Benefits".

Termination and Change of Control Benefits

No director, officer or employee of Kirkland or Agnico is entitled to any change of control or other payment solely as a consequence of the Arrangement.

The employment agreements (the "Employment Agreements") of certain of Kirkland's executive officers contain "double trigger" change of control provisions. These Employment Agreements provide that each executive officer is entitled to a change of control payment in the event of a "change of control" (as defined in each Employment Agreement) which is followed by the termination of such executive officer's employment either without cause or if such executive resigns following a "Triggering Event" (a material adverse change to the executive's duties, powers, rights, title, or salary, as they existed immediately prior to a change of control, which occurs without the executive's written agreement) within 12 months of the completion of the change of control transaction. Completion of the Arrangement constitutes a "change of control" pursuant to the Employment Agreements.

Pursuant to the terms of the Employment Agreements, upon a "change of control" of Kirkland followed by a termination or resignation of the executive officer, such officer is entitled to: (i) unpaid salary up to the date of termination; (ii) their annual short term bonus pro-rated to reflect service in the year of determination; (iii) two times their base salary; (iv) two times their annual target bonus; (v) accrued but unused vacation pay; (vi) the vesting of any outstanding Kirkland RSU or Kirkland PSU grants held by the executive officer; (vii) the continuation of coverage under Kirkland's health and medical plans for a period of two years; and (viii) the continued participation in any pension, registered retirement savings plan matching, disability and life insurance benefits and other additional perquisites as Kirkland has in effect for a period of 24 months following termination.

The following table sets out the severance payable to certain members of Kirkland Senior Management as of the Kirkland Record Date pursuant the employment agreement with each respective individual, in the event the applicable individual is terminated, or such individual is subject to a "Triggering Event", within 12 months following a "change of control".

Executive

Pro-Rated
Short Term
Bonus
(C$)
(1)

Severance:
2x Base
Salary (C$)

Severance:
2x Target
Bonus (C$)

Value of
Kirkland RSUs
and Kirkland
PSUs (C$)
(2)

Estimated
Accrued
Vacation
(C$)
(3)

2x Annual
Cost of
Kirkland
Benefits
(C$)

2x Annual
Pension
Entitlement
(C$)
(4)

Total (C$)

Anthony Makuch
Chief Executive Officer

1,469,178

3,000,000

3,750,000

4,579,945

135,616

74,000

1,023,930

14,032,669

David Soares
Chief Financial Officer

528,904

1,350,000

1,350,000

1,196,301

33,930

64,000

354,016

4,877,151

Natasha Vaz
Chief Operating Officer

528,904

1,350,000

1,350,000

871,867

61,027

64,000

328,062

4,533,860

Jennifer Wagner
Executive Vice President Corporate Affairs and Sustainability

528,904

1,350,000

1,350,000

1,011,505

61,027

64,000

339,233

4,704,669




Executive

Pro-Rated
Short Term
Bonus
(C$)
(1)

Severance:
2x Base
Salary (C$)

Severance:
2x Target
Bonus (C$)

Value of
Kirkland RSUs
and Kirkland
PSUs (C$)
(2)

Estimated
Accrued
Vacation
(C$)
(3)

2x Annual
Cost of
Kirkland
Benefits
(C$)

2x Annual
Pension
Entitlement
(C$)
(4)

Total (C$)

Jason Neal
Executive Vice President

579,836

1,480,000

1,480,000

682,840

41,718

64,000

337,814

4,666,208

Total

3,635,726

8,530,000

9,280,000

8,342,458

333,318

330,000

2,383,055

32,834,557

Notes:

(1)

Represents value of short term incentive bonus payable at target for the year ended December 31, 2021, pro-rated to October 13, 2021.

(2)

The value of Kirkland RSUs and Kirkland PSUs were calculated by using the five-day VWAP of the Agnico Shares on the TSX as of October 13, 2021, based on the number of Kirkland RSUs and Kirkland PSUs held by the members of Kirkland Senior Management listed above on October 13, 2021, multiplied by the Exchange Ratio. For the purposes of estimating the payout of Kirkland PSUs, a payout factor of 100% was applied to the vesting of Kirkland PSUs. The actual performance of the Kirkland PSUs held by the Kirkland Senior Management would be determined in accordance with the performance of the Kirkland Shares up to the Effective Date in accordance with the Kirkland LTIP. Pursuant to the Kirkland LTIP the payout factor of the Kirkland PSUs can range from 0% to 200%.

(3)

Includes accrued vacation to October 13, 2021 less any vacation taken.

(4)

The amount included in this column reflects two times the yearly contribution under the Kirkland executive retirement plan for each member of Kirkland Senior Management listed above, taking into account each member's base salary, target bonus and the value of each member's Kirkland RSUs and Kirkland PSUs (assuming a payout factor of 100% for each Kirkland PSU), as well as each member's pro-rated 2021 bonus. Actual amounts paid on a termination or triggering event would differ depending on the actual payout factor of the Kirkland PSUs calculated in accordance with the Kirkland LTIP.

Continuing Insurance Coverage and Indemnification for Directors and Officers of Kirkland

The Merger Agreement provides that, prior to the Effective Date, Kirkland shall purchase customary "tail" policies of directors' and officers' liability insurance providing protection no less favourable in the aggregate than the protection provided by the policies maintained by Kirkland and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date. The Merger Agreement also provides that Agnico shall, or shall cause Kirkland and its Subsidiaries, to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Date; provided that the cost of such policies shall not exceed 300% of the current annual aggregate premium for the directors' and officers' insurance policies currently maintained by Kirkland or its Subsidiaries. These obligations will survive the completion of the Arrangement and will continue in full force and effect.

Pursuant to the Merger Agreement, Agnico agreed that it will cause Kirkland and its Subsidiaries to honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of Kirkland and its Subsidiaries under the articles or other constating documents of Kirkland and/or its Subsidiaries or under any agreement or contract of any indemnified person with Kirkland or with any of its Subsidiaries. Agnico has acknowledged that such rights shall survive the completion of the Arrangement, and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Effective Date.

Combined Company Appointments

Management of the Combined Company will be led by Sean Boyd, currently Vice-Chairman and Chief Executive Officer of Agnico, as Executive Chair, Tony Makuch, currently Chief Executive Officer of Kirkland, as Chief Executive Officer and Ammar Al-Joundi, currently President of Agnico, as President. Additional senior management will be selected from the respective Agnico and Kirkland teams and determined prior to the completion of the Arrangement. In connection with the Arrangement, Agnico may enter into new employment arrangements with one or more members of Kirkland senior management, which could include increased responsibilities and/or enhanced employment benefits. As of the date hereof, no agreements, arrangements or understandings with respect to any such new employment arrangements have been reached with any member of Kirkland senior management.


The Combined Company Board will consist of 13 members, comprised of seven directors of Agnico and six directors of Kirkland. The Combined Company Board will include Sean Boyd, currently Vice-Chairman and Chief Executive Officer of Agnico, as Executive Chair, Jeffrey Parr, currently Chairman of the Kirkland Board, as Vice-Chair and Jamie Sokalsky, currently a director on the Agnico Board, as Lead Director. The remainder of the Combined Company Board will be comprised of Leona Aglukkaq, Martine Celej, Robert Gemmell, Deborah McCombe and J. Merfyn Roberts, each a current director of Agnico, and Jonathan Gill, Peter Grosskopf, Arnold Klassen, Elizabeth Lewis-Gray and Tony Makuch, each a current director of Kirkland.

Intentions of Directors and Senior Management

As of the Kirkland Record Date, the members of the Kirkland Board and officers who entered into Kirkland Support and Voting Agreements beneficially owned, directly or indirectly, or exercised control or direction over, collectively 139,626 Kirkland Shares representing approximately 0.05% of the issued and outstanding Kirkland Shares on a non-diluted basis. Pursuant to the Kirkland Support and Voting Agreements, each member of the Kirkland Board and Kirkland Senior Management has agreed, among other things, to vote his or her Kirkland Shares in favour of the Arrangement Resolution. See "The Arrangement - Support and Voting Agreements". All members of the Kirkland Board and Kirkland Senior Management will be receiving the same Consideration for their Kirkland Shares under the Arrangement as all other Kirkland Shareholders.

As of the Agnico Record Date, the members of the Agnico Board and officers who entered into Agnico Support and Voting Agreements beneficially owned, directly or indirectly, or exercised control or direction over, collectively 588,412 Agnico Shares representing approximately 0.24% of the issued and outstanding Agnico Shares on a non-diluted basis. Pursuant to the Agnico Support and Voting Agreements, each member of the Agnico Board and Agnico Senior Management has agreed, among other things, to vote his or her Agnico Shares in favour of the Agnico Resolution. See "The Arrangement - Support and Voting Agreements".

Multilateral Instrument 61-101

Agnico and Kirkland are subject to MI 61-101. MI 61-101 is intended to regulate certain transactions to ensure fair and equal treatment among securityholders, generally requiring enhanced disclosure, approval by a majority of securityholders excluding "interested parties" or "related parties" (as such terms are defined in MI 61-101), independent valuations and, in certain instances, approval and oversight of the transaction by a special committee of independent directors. The protections of MI 61-101 generally apply to "business combinations" (as such term is defined in MI 61-101) that terminate the interests of securityholders without their consent and related party transactions in circumstances where a related party is entitled to consideration for security that is not identical in amount and form to the entitlement of shareholders generally or is entitled to a "collateral benefit" (as such term is defined in MI 61-101). If the transaction were a "business combination", MI 61-101 would require that, in addition to the approval of the transaction by at least two-thirds of the votes cast by all shareholders present or represented by proxy at a shareholders meeting, the transaction would also require the approval of a simple majority of the votes cast by shareholders, excluding votes cast in respect of shares held by "related parties" who receive a "collateral benefit" as a consequence of the transaction.

A "collateral benefit" includes any benefit that a "related party" of Kirkland is entitled to receive as a consequence of the Arrangement, including without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities or other enhancement in benefits related to services as an employee, director or consultant of Kirkland. MI 61-101 excludes from the meaning of "collateral benefit" a payment per security that is identical in amount and form to the entitlement of the general body of holders in Canada or securities of the same class, as well as certain benefits to a related party that is received solely in connection with the related party's service as an employee, director or consultant of the issuer, of an affiliated entity of the issuer or of a successor to the business of the issuer where: (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transactions; (b) the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner; (c) full particulars of the benefit are disclosed in the disclosure document for the transaction; and (d) either (i) the related party and his or her associated entities beneficially owns, or exercises control or direction over, less than 1% of each class of the outstanding securities of the issuer, or (ii) the related party discloses to an independent committee of the issuer the amount of the consideration that he or she expects to be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities he or she beneficially owns and the independent committee acting in good faith determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5% of the value of the consideration the related party will receive pursuant to the terms of the transaction for the equity securities it beneficially owns, and the independent committee's determination is disclosed in the disclosure document for the transaction.


In connection with the Arrangement, Kirkland's outstanding incentive awards will be treated as set forth under "Securities Law Matters - Interests of Certain Persons in the Arrangement" in this Circular, and certain officers of Kirkland are entitled to certain rights upon and/or following a change in control followed by a termination or resignation as set forth under "Securities Law Matters - Interests of Certain Persons in the Arrangement - Termination and Change of Control Benefits" in this Circular. Kirkland has considered whether these entitlements may constitute a "collateral benefit" for purposes of MI 61-101 such that the Arrangement would therefore constitute a "business combination" under MI 61-101. Kirkland has determined that none of these entitlements is a "collateral benefit" for the purposes of MI 61-101 as, among other things, each Kirkland recipient thereof beneficially owns, or exercises control or direction over, less than 1% of Kirkland's outstanding equity securities and the full particulars of the entitlements have been disclosed herein. Kirkland has also determined that no related party of Kirkland is entitled to consideration for its Kirkland Shares that is not identical in amount and form to the entitlement of Kirkland Shareholders generally. Accordingly, the Arrangement is not considered to be a "business combination" in respect of Kirkland, and as a result, no "minority approval" is required for the Arrangement Resolution. In addition, since the Arrangement does not constitute a business combination, no formal valuation of Kirkland is required for the Arrangement under MI 61-101.

To the knowledge of the directors and executive officers of Kirkland, as at the date hereof, no Persons or companies beneficially own or exercise control or direction over, directly or indirectly, 10% or more of the voting rights attached to all of the issued and outstanding Kirkland Shares. Accordingly, no determination is required to be made by the Kirkland Board as to whether such Kirkland Shareholders will receive any benefits or payments that fall within the definition of "collateral benefit" for the purposes of MI 61-101.

Other Canadian Securities Law Considerations

The Agnico Shares to be issued to Kirkland Shareholders pursuant to the Arrangement, will be issued in reliance on exemptions from the prospectus and registration requirements of Canadian Securities Laws, will generally be "freely tradeable" and the resale of such Agnico Shares will be exempt from the prospectus requirements (and not subject to any "restricted period" or "hold period") under Canadian Securities Laws if the following conditions are met: (a) the trade is not a "control distribution" (as defined under Canadian Securities Laws); (b) no unusual effort is made to prepare the market or to create a demand for the Agnico Shares; (c) no extraordinary commission or consideration is paid to a Person or company in respect of the trade; and (d) if the selling shareholder is an insider or an officer of Agnico, the selling shareholder has no reasonable grounds to believe that Agnico is in default of applicable securities legislation. Kirkland Shareholders are urged to consult their legal advisors to determine the applicability to them of the resale restrictions prescribed by Canadian Securities Laws applicable to trades in Agnico Shares issued pursuant to the Arrangement.

United States Securities Law Considerations

The following discussion is only a general overview of certain requirements of U.S. Securities Laws that may be applicable to the Consideration Shares and Agnico Replacement Options issuable upon completion of the Arrangement. All holders of such securities are urged to consult with their own counsel to ensure compliance with U.S. Securities Laws.

Further information applicable to U.S. securityholders is disclosed under the heading "Joint Management Information Circular - Information for United States Shareholders".


The following discussion does not address the Canadian Securities Laws that will apply to the issue of Consideration Shares and Agnico Replacement Options or the resale of any such securities, within Canada by Kirkland Shareholders and Kirkland Option holders in the United States. Kirkland Shareholders and Kirkland Option holders in the United States reselling any such securities in Canada must comply with Canadian Securities Laws, as outlined elsewhere in this Circular.

The offer and sale of the Consideration Shares issuable to Kirkland Shareholders and Kirkland CDI holders in exchange for their Kirkland Shares and Kirkland CDIs, respectively, and the offer and sale of the Agnico Replacement Options issuable in exchange for Kirkland Options, in each case pursuant to the Arrangement, have not been and will not be registered under the U.S. Securities Act or applicable U.S. state Securities Laws, and such securities will be issued in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable U.S. state Securities Laws. The Section 3(a)(10) Exemption exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration under the U.S. Securities Act where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the substantive and procedural fairness of the terms and conditions of such issuance and exchange at which all Persons to whom it is proposed to issue the securities have the right to appear and receive timely notice thereof. The Court is authorized to conduct a hearing at which the procedural and substantive fairness of the terms and conditions of the Arrangement will be considered. All persons to whom it is proposed to issue the securities are entitled to appear and be heard at this hearing, provided that they satisfy the applicable conditions set forth in the Interim Order. The Court granted the Interim Order on October 29, 2021 and, subject to the approval of the Arrangement by Kirkland Shareholders, a hearing on the Arrangement is expected to be held on or about December 1, 2021 by the Court. Accordingly, the Final Order, if granted, will constitute the basis for an exemption from the registration requirements of the U.S. Securities Act, pursuant to the Section 3(a)(10) Exemption, with respect to the issuance of the Consideration Shares to Kirkland Shareholders and Kirkland CDI holders in exchange for their Kirkland Shares and Kirkland CDIs, respectively, and the issuance of the Agnico Replacement Options to holders of Kirkland Options in exchange for their Kirkland Options, in each case pursuant to the Arrangement upon completion of the Arrangement. The Court has been informed of this effect of the Final Order.

The Consideration Shares to be received by Kirkland Shareholders and Kirkland CDI holders, respectively, pursuant to the Arrangement upon completion of the Arrangement (which, for avoidance of doubt, does not include the Agnico Shares issuable upon exercise of the Agnico Replacement Options), may be resold without restriction under the U.S. Securities Act, except by Persons who are "affiliates" (as defined in Rule 144 of the U.S. Securities Act) of Agnico after the completion of the Arrangement or who were affiliates of Agnico within 90 days prior to the completion of the Arrangement. Persons who may be deemed to be affiliates of an issuer generally include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Typically, persons who are executive officers, directors or 10% or greater shareholders of an issuer are considered to be its "affiliates". Consideration Shares received by such affiliates or former affiliates of Agnico will be subject to certain restrictions on resale imposed by the U.S. Securities Act, such that they may not resell such securities in the absence of registration under the U.S. Securities Act or an exemption from such registration, if available, such as the exemption provided by Rule 144 under the U.S. Securities Act or the safe harbor provided by Rule 904 of Regulation S under the U.S. Securities Act.

The exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof does not exempt the issuance of securities upon the exercise of securities that were previously issued pursuant to the Section 3(a)(10) Exemption or were issued pursuant to another exemption from registration under the U.S. Securities Act. Therefore, the Agnico Shares issuable upon exercise of the Agnico Replacement Options to be issued pursuant to the Arrangement may not be issued in reliance upon the Section 3(a)(10) Exemption and the Agnico Replacement Options may be exercised only pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state Securities Laws. Prior to the issuance of Agnico Shares pursuant to any such exercise, Agnico may require evidence (which may include an opinion of counsel) reasonably satisfactory to Agnico to the effect that the issuance of such Agnico Shares does not require registration under the U.S. Securities Act or applicable U.S. state Securities Laws.


The Agnico Shares issued upon exercise of the Agnico Replacement Options by holders in the United States or who are U.S. Persons will be "restricted securities", as such term is defined in Rule 144 under the U.S. Securities Act, and may not be resold unless such securities are registered under the U.S. Securities Act and all applicable U.S. state Securities Laws or unless an exemption from such registration requirements is available.

Australian Securities Law Considerations

Not a Prospectus

This Circular is not, and is not required to be, a prospectus under the Australian Corporations Act. It has been prepared to address requirements of the Laws of the relevant provinces and territories of Canada and its content may not be the same, or presented in the same manner, as information in a prospectus. It has been issued under the ASIC Relief or Requirements. It has been provided to ASIC and ASX, but is not required to be registered with ASIC or approved by ASX.

Pursuant to the Merger Agreement, the Parties agreed to use commercially reasonable efforts to obtain ASIC relief from the requirements of Chapter 6D.2 and 6D.3 of the Australian Corporations Act in order to distribute the Circular to Australian Shareholders in respect of Kirkland Shares listed on the ASX, including relief from compliance with the prospectus and secondary share sale requirements of Part 6D.2 and Part 6D.3 of the Australian Corporations Act in connection with the proposed distribution of Consideration Shares to Australian Shareholders pursuant to the Plan of Arrangement. On September 28, 2021, Agnico submitted an application to ASIC seeking such ASIC relief which was obtained on October 27, 2021.

The Parties agreed in the Merger Agreement that if such relief was denied or unduly delayed in the opinion of Agnico, acting reasonably, the Parties may at Agnico's option either:

  • issue to a nominee appointed by Agnico such Consideration Shares to which Australian Shareholders would otherwise be entitled and procure that, as soon as reasonably practicable after the Effective Time, the nominee sells or procures the sale of all of the Consideration Shares issued to the nominee in the normal course of trading on the TSX and/or the NYSE and remits to Agnico or, at Agnico's direction, the Depositary, the proceeds of sale (after deducting any applicable Taxes) for further payment to each Australian Shareholder pro rata on the basis of each such shareholder's entitlement to the Consideration Shares in full satisfaction of such Australian Shareholder's entitlement to the relevant Consideration Shares; or

  • lodge the Circular (together with any appropriate supplement) as a prospectus under the Australian Corporations Act. In such event, the Parties will cause the Circular (together with any appropriate supplement) to be sent to the Kirkland Shareholders and the Agnico Shareholders, respectively, after expiry of the exposure period for that prospectus,

and, in each case, Kirkland agreed to use commercially reasonable efforts to cooperate and assist Agnico on a timely basis with the preparation of any supplement or amendment to this Circular in connection with either of the foregoing, if requested by Agnico, and (if applicable and reasonable to do so in the circumstances) consent in writing to the lodgement of the Circular (or any appropriate supplement hereto and any other documents required to be filed) with ASIC as a prospectus.

In addition, the Plan of Arrangement provides that notwithstanding any other provision of the Plan of Arrangement, if it appears to Agnico that it would be contrary to Law to issue Consideration Shares pursuant to the Arrangement to any Kirkland Shareholder that is not a resident in Canada or the United States, respectively, the Consideration Shares that otherwise would be issued to that Person may be issued by Agnico to the Depositary or another nominee appointed by Agnico acting as agent for that Person. The Consideration Shares so issued to the Depositary or such nominee, as applicable, will be sold on behalf of that Person as soon as practicable after the Effective Date in the normal course of trading on the TSX and/or the NYSE, on such dates and at such prices as the Depositary or the nominee, as applicable, determines in its sole discretion as agent for such Person. Each such Person shall be entitled to receive a pro rata share of the proceeds of sale (after withholding or deducting any applicable Taxes) of such Consideration Shares on the basis of each such Person's Consideration Shares held by the Depositary or nominee on behalf of such Person and in full satisfaction of such Person's Consideration Shares held by the Depositary or nominee on behalf of such Person. The net proceeds of such sale will be remitted to such Person in the same manner as any other cash payments to be delivered to Kirkland Shareholders pursuant to the Plan of Arrangement.


Not Australian Shares

Similar to Kirkland and the Kirkland Shares, Agnico is not an Australian company and the Agnico Shares are not shares in an Australian company. Consequently, Agnico is only regulated under the Australian Corporations Act to a limited extent as a foreign company. Agnico is subject to the Laws of the Canadian Province of Ontario, and is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut. Accordingly, rights of Agnico Shareholders in Australia will be determined predominantly under the Laws of the relevant Canadian provinces and territories.

No ASX Listing

Unlike the Kirkland Shares, the Agnico Shares are not, and after completion of the Arrangement will not be, listed on the ASX.

Rights and Entitlements of Kirkland CDIs

Kirkland CDI holders will receive Agnico Shares at the Effective Time. Details of the settlement timetable for the Kirkland CDIs are in the process of being confirmed with the ASX. It is anticipated that after the necessary shareholder and court approvals are obtained and closing of the Arrangement is ready to be initiated, trading in Kirkland CDIs will go into voluntary suspension for a period of approximately three trading days while closing of the Arrangement occurs. During that time, the ability to transmute Kirkland CDIs into the underlying Kirkland Shares, and vice versa, is expected to be restricted. Following the Arrangement, the Agnico Shares will not be listed on the ASX.

Enforcement Warning

The enforcement by Agnico Shareholders and Kirkland Shareholders of any applicable Laws of Australia, including Laws as to misleading conduct, or the common law including Laws relating to negligence, may be affected adversely by the fact that Agnico and Kirkland are organized under the Laws of Ontario, Canada, being a jurisdiction outside Australia, that some or all of the officers and directors of Agnico and Kirkland, respectively, are residents of countries other than Australia, that some or all of the experts named in this Circular and the documents incorporated by reference herein are residents of countries other than Australia and that some or all of the assets of Agnico, Kirkland and such Persons are located outside Australia. As a result, it may be difficult for Agnico Shareholders and Kirkland Shareholders in Australia to take action in Australian federal or state courts and under Australian Law against Agnico, Kirkland and such Persons. In addition, Agnico Shareholders and Kirkland Shareholders in Australia cannot be assured that the courts of Canada would enforce judgements of Australian courts obtained in actions under the Laws of Australia against such Persons.

See "Joint Management Information Circular - Information for Australian Shareholders" for further information relevant to Australian Shareholders of Kirkland.


INFORMATION CONCERNING THE AGNICO MEETING

The Agnico Meeting will be held on November 26, 2021, subject to any adjournment or postponement thereof, in a virtual-only format via live webcast available online using the TSX Trust virtual shareholder meeting platform at https://virtual-meetings.tsxtrust.com/1233, password "agnico2021" (case sensitive) at 10:00 a.m. (Toronto time) for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders of Agnico.

The solicitation of proxies is intended to be primarily by mail but may also be made by telephone, email, Internet, fax transmission or other electronic means of communication or in person by the directors, officers, employees and representatives of Agnico. The total cost of soliciting proxies and mailing the materials in connection with the Agnico Meeting will be borne by Agnico. In addition, Agnico has retained Laurel Hill to assist it in connection with communicating to Agnico Shareholders in respect of the Arrangement. In connection with these services, Laurel Hill is expected to receive an estimated fee of at least C$250,000 for services provided, plus an amount per call to retail holders of Agnico Shares as well as the reimbursement of its reasonable out-of-pocket expenses.

Officers and directors of Agnico, collectively holding approximately 0.24% of the total Agnico Shares, as at the Agnico Record Date, have entered into Agnico Support and Voting Agreements with Kirkland pursuant to which each such individual has agreed to, among other things, support the Arrangement and vote all Agnico Shares beneficially owned by them in favour of the Agnico Resolution, subject to the terms and conditions of such agreements.

Purpose of the Agnico Meeting

This Circular is furnished in connection with the solicitation of proxies by the management of Agnico for use at the Agnico Meeting. As set out in the Notice of Special Meeting of Shareholders of Agnico, at the Agnico Meeting, Agnico Shareholders will be asked to consider and vote on the Agnico Resolution.

Agnico Shareholder approval is required in connection with the Arrangement pursuant to the rules and regulations of the TSX. In connection with the Arrangement, Agnico has reserved for issuance, approximately 212 million Agnico Shares for issuance to Kirkland Shareholders (based on the number of Kirkland Shares outstanding on September 27, 2021), representing approximately 87% of the Agnico Shares on a non-diluted basis as of such date. Pursuant to section 611(c) of the TSX Company Manual, a listed company is generally required to obtain shareholder approval in connection with an acquisition transaction where the number of securities issued or issuable in payment of the purchase price for the acquisition exceeds 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the transaction.

The Agnico Resolution approves the issuance of up to 212,358,086 Agnico Shares in connection with the acquisition of all of the Kirkland Shares, such number of Agnico Shares consisting of: (i) up to 211,415,964 Agnico Shares issuable to Kirkland Shareholders pursuant to the Plan of Arrangement; and (ii) up to 942,122 Agnico Shares issuable upon the exercise of Agnico Replacement Options to be issued in exchange for Kirkland Options and upon the exercise, settlement or redemption of the Kirkland RSUs and Kirkland PSUs following the Arrangement. The figures above include a 1% buffer to account for clerical and administrative matters. No Agnico Shares will be issued, or are issuable, to the holders of the Kirkland DSUs in connection with the Arrangement.

The TSX will generally not require further Agnico Shareholder approval for the issuance of up to an additional 53,089,522 Agnico Shares, such number being 25% of the number of Agnico Shares approved for issuance pursuant to the Agnico Resolution.

Former Agnico Shareholders and Former Kirkland Shareholders are expected to own approximately 54% and 46% of the Agnico Shares in the Combined Company, respectively, immediately after completion of the Arrangement (on a non-diluted basis), in each case based on the number of Agnico Shares and Kirkland Shares issued and outstanding as of September 27, 2021. The completion of the Arrangement will not result in a material impact on control or direction over Agnico.


As a result, at the Agnico Meeting, Agnico Shareholders will be asked to consider and vote upon the Agnico Resolution and such other business as may properly come before the Agnico Meeting.

In order for the Arrangement to be completed, Agnico Shareholders must approve the Agnico Resolution. To pass, the Agnico Resolution must be approved by at least a simple majority of the votes cast by Agnico Shareholders present (virtually) or represented by proxy and entitled to vote at the Agnico Meeting.

Virtual Agnico Meeting

Given the ongoing uncertainty relating to the COVID-19 pandemic, its public health impact and the associated restrictions on and the risk in attending large group gatherings, Agnico has made arrangements to enable Registered Agnico Shareholders and duly appointed proxyholders to attend and vote at the Agnico Meeting, which will be conducted via live webcast available online using the TSX Trust virtual shareholder meeting platform at: https://virtual-meetings.tsxtrust.com/1233. Agnico Shareholders will not need, nor be able, to attend the Agnico Meeting in person but will have an equal opportunity to participate in the Agnico Meeting regardless of geographic location.

Registered Agnico Shareholders and duly appointed proxyholders (including Non-Registered Agnico Shareholders who have appointed themselves as proxyholder) will be able to attend the Agnico Meeting, ask questions and vote at the Agnico Meeting in real time.

Non-Registered Agnico Shareholders must carefully follow the procedures set out in this Circular in order to vote and ask questions through the live webcast. Guests, including Non-Registered Agnico Shareholders who have not been duly appointed as proxyholders, can log into the Agnico Meeting as a guest. Guests may listen to the Agnico Meeting but will not be entitled to vote or ask questions during the Agnico Meeting.

If you appoint someone to be your proxy, other than the individual(s) named on the form of proxy or voting instruction form, you will need to take the additional step of registering with Computershare before the proxy cut-off time by going to https://www.computershare.com/AgnicoEagle after submitting your form of proxy or voting information form. Non-Registered Agnico Shareholders should carefully follow the instructions they have received from their Intermediary (as further explained below) and contact their Intermediary promptly if they need assistance.

Please note that only Registered Agnico Shareholders and proxyholders (including Non-Registered Agnico Shareholders who have duly appointed themselves as proxyholder) are permitted to vote at the Agnico Meeting.

Non-Registered Agnico Shareholders wishing to attend the Agnico Meeting and indirectly vote their Agnico Shares as their own proxyholder must appoint themselves as a proxyholder, in accordance with the instructions set out below. Failure to register with Computershare in advance of the proxy cut-off time will result in the Non-Registered Agnico Shareholder not receiving a control number to participate in the Agnico Meeting and only being able to attend as a guest. Guests will not be permitted to vote or ask questions at the Agnico Meeting.

Attending the Agnico Meeting Electronically

To attend the Agnico Meeting, Agnico Shareholders will need to go to the following website in their web browser on their smartphone, tablet or computer: https://virtual-meetings.tsxtrust.com/1233. Agnico Shareholders will need the latest versions of Google Chrome, Apple Safari, Microsoft Edge or Mozilla Firefox web browsers in order to access the Agnico Meeting. Agnico Shareholders should not use Internet Explorer. To ensure that their web browser is compatible and Internet connection is working properly, Agnico Shareholders should login to the Agnico Meeting at least 15 minutes before the start of the Agnico Meeting.

After logging in to the Agnico Meeting at https://virtual-meetings.tsxtrust.com/1233, Registered Agnico Shareholders or duly appointed proxyholders, if they have received a form of proxy or email, respectively, from Computershare with a control number, are to click "I have a control number" and enter the 15-digit control number on their form of proxy or four-letter control number on their email, as applicable, and the following case sensitive password: "agnico2021". Agnico Shareholders who do not have a control number are to select "I am a Guest" and fill in the required information.


Navigation

When successfully logging in online at https://virtual-meetings.tsxtrust.com/1233, a screen will be displayed. You will be able to view the Agnico information being provided, ask questions and watch the webcast.

If you would like to watch the webcast, press the play icon. If you are viewing the Agnico Meeting on a computer, the webcast will appear automatically once the Agnico Meeting has started.

Voting

Once the voting is announced, click the voting icon on the left hand side of the screen. To vote, simply select the voting direction from the options shown on the screen and click "SUBMIT". A confirmation message will appear to show that your vote has been received.

If you have additional control numbers to vote, click "I HAVE ADDITIONAL CONTROL NUMBERS" at the top of the screen to enter the additional credential. To change your vote, simply click "REFRESH VOTING RESOLUTIONS".

Voting will remain open until voting on the ballot is closed.

Questions

Registered Agnico Shareholders and duly appointed proxyholders (including Non-Registered Agnico Shareholders who have appointed themselves as proxyholder) attending the Agnico Meeting may ask questions during the Agnico Meeting. Messages can be submitted at any time during the Q&A session up until the chair of the Agnico Meeting closes the session.

If you would like to ask a question, select "ASK A QUESTION" icon to the left of your screen. Type a message in the chat box in the messaging screen. Once you are happy with your message click the "ASK NOW" button. Questions sent via TSX Trust virtual shareholder meeting platform will be moderated before being sent to the chair of the Agnico Meeting.

Difficulties Accessing the Virtual Agnico Meeting

If you have questions regarding the Agnico Meeting portal or require assistance accessing the Agnico Meeting website, you may contact tsxtvgminfo@tmx.com. If you attend the Agnico Meeting, you must remain connected to the Internet at all times during the Agnico Meeting in order to vote when balloting commences. It is your responsibility to ensure Internet connectivity for the duration of the Agnico Meeting. Note that if you lose connectivity once the Agnico Meeting has commenced, there may be insufficient time to resolve your issue before voting is completed. Therefore, even if you currently plan to attend the Agnico Meeting and vote during the live webcast, you should consider voting your Agnico Shares in advance or by proxy so that your vote will be counted in the event you experience any technical difficulties or are otherwise unable to access the Agnico Meeting.

In the event of technical malfunction or other significant problem that disrupts the Agnico Meeting, the chair of the Agnico Meeting may adjourn, recess, or expedite the Agnico Meeting, or take such other action as the chair of the Agnico Meeting determines is appropriate, considering the circumstances.

Please also refer to the Virtual Meeting Guide provided to you by TSX Trust with the Agnico Meeting Materials for further information.

Appointment and Revocation of Proxies

Agnico's named proxyholders are Sean Boyd, Vice-Chairman and Chief Executive Officer of Agnico or, failing him, Chris Vollmershausen, Senior Vice President, Legal, General Counsel & Corporate Secretary of Agnico or, failing him, Ammar Al-Joundi, President of Agnico. An Agnico Shareholder that wishes to appoint another Person or entity (who need not be an Agnico Shareholder) to represent such Agnico Shareholder at the Agnico Meeting may either insert the Person or entity's name in the blank space provided in the form of proxy or complete another proper form of proxy, submit the form of proxy and register such proxyholder with Computershare after submitting the form of proxy. In order for a duly appointed proxyholder to represent an Agnico Shareholder at the Agnico Meeting, the Agnico Shareholder must register the proxyholder with Computershare once the Agnico Shareholder has submitted its form of proxy. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a unique control number, which is necessary in order for the proxyholder to participate in the Agnico Meeting. To register a duly appointed proxyholder, an Agnico Shareholder must go to https://www.computershare.com/AgnicoEagle by no later than 10:00 a.m. (Toronto time) on November 24, 2021 (or by 10:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Agnico Meeting) and provide Computershare with its proxyholder's contact information, so that Computershare may provide the proxyholder with a control number via email. If you appoint and register a non-management proxyholder, please ensure that they attend the Agnico Meeting for your vote to count.


The proxy must be in writing and signed by the Agnico Shareholder or by the Agnico Shareholder's attorney, duly authorized in writing or, if the Agnico Shareholder is a corporation, the written notice must be executed by its duly authorized officer or attorney. A proxy will only be valid if it is duly completed, signed, dated and received at the office of Agnico's transfer agent, Computershare, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, facsimile: 1-866-249-7775, by 10:00 a.m. (Toronto time) on November 24, 2021 (or by 10:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Agnico Meeting).

A Registered Agnico Shareholder who has voted by proxy may revoke it any time prior to the Agnico Meeting. To revoke a proxy, a Registered Agnico Shareholder may: (a) deliver a written notice to Agnico's registered office at 145 King Street East, Suite 400, Toronto, Ontario M5C 2Y7, Attention: Senior Vice President, Legal, General Counsel & Corporate Secretary, or to the offices of Computershare at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, facsimile: 1-866-249-7775, at any time up to and including the close of business on the last Business Day preceding the day of the Agnico Meeting, or any adjournment or postponement thereof; (b) vote again on the Internet or by phone at any time up to 10:00 a.m. (Toronto time) on November 24, 2021 (or by 10:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Agnico Meeting); or (c) complete a form of proxy that is dated later than the form of proxy being changed, and mailing it or faxing it as instructed on the form of proxy so that it is received before 10:00 a.m. (Toronto time) on November 24, 2021 (or by 10:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Agnico Meeting). If you log in to the Agnico Meeting, you will not be revoking any previously submitted proxies. However, if you vote on a ballot at the Agnico Meeting you will be revoking any and all previously submitted proxies. If you DO NOT wish to revoke your previously submitted proxies, do not vote at the Agnico Meeting. In addition, the proxy may be revoked by any other method permitted by Law. The written notice of revocation may be executed by the Agnico Shareholder or by an attorney who has the Agnico Shareholder's written authorization. If the Agnico Shareholder is a corporation, the written notice must be executed by its duly authorized officer or attorney. Only Registered Agnico Shareholders have the right to directly revoke a proxy. Non-Registered Agnico Shareholders that wish to change their vote must arrange for their respective Intermediaries to revoke the proxy on their behalf in accordance with any requirements of the Intermediaries.

If you have questions, you may contact Agnico's strategic shareholder advisor and proxy solicitation agent, Laurel Hill, by telephone at 1-877-452-7184 (toll free in North America), at 1-416-304-0211 (for collect calls outside of North America), or by email at assistance@laurelhill.com.

Voting of Proxies and Exercise of Discretion

The accompanying form of proxy, when properly signed, confers authority on the Persons named in it as proxies with respect to any amendments or variations to the matters identified in the Notice of Special Meeting of Shareholders of Agnico or other matters that may properly come before the Agnico Meeting, or any adjournment or postponement thereof. Notwithstanding the foregoing, the Persons named in the accompanying form of proxy will vote or withhold from voting the Agnico Shares in respect of which they are appointed in accordance with the direction of the Agnico Shareholder appointing them and if the Agnico Shareholder specifies a choice with respect to any matter to be voted upon, such Agnico Shareholders' Agnico Shares will be voted accordingly. If you sign and return your form of proxy without designating a proxyholder and do not give voting instructions or specify that you want your Agnico Shares withheld from voting, the Agnico representatives named in the form of proxy will vote your Agnico Shares FOR the Agnico Resolution.


IN THE ABSENCE OF ANY SUCH INSTRUCTION, AGNICO SHARES REPRESENTED BY PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED FOR THE AGNICO RESOLUTION.

Voting by Registered Agnico Shareholders

Voting by Proxy

Voting by proxy is the easiest way for Registered Agnico Shareholders to cast their vote. Registered Agnico Shareholders can vote by proxy in any of the following ways:

By Telephone:

Call 1-866-732-8683 (toll-free in North America) or 1-312-588-4290 (outside North America). You will need your 15-digit control number, which can be found on your form of proxy. Please note that you cannot appoint anyone other than the directors and officers named on your form of proxy as your proxyholder if you vote by telephone.

   

By Internet:

Go to www.investorvote.com and follow the instructions on the screen. You will need your 15-digit control number, which can be found on your form of proxy.

   

By Fax:

Complete, sign and date your form of proxy and fax a copy of it to Computershare at 1-866-249-7775 (toll free within North America) or 1-416-263-9524 (outside North America).

   

By Mail:

Complete, sign and date your form of proxy and return it to Computershare, Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, ON, M5J 2Y1 in the envelope provided.

In order for a duly appointed proxyholder to represent an Agnico Shareholder at the Agnico Meeting, the Agnico Shareholder must register the proxyholder with Computershare once the Agnico Shareholder has submitted its form of proxy. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a unique control number, which is necessary in order for the proxyholder to participate in the Agnico Meeting. To register a duly appointed proxyholder, an Agnico Shareholder must go to https://www.computershare.com/AgnicoEagle by no later than 10:00 a.m. (Toronto time) on November 24, 2021 (or by 10:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Agnico Meeting) and provide Computershare with its proxyholder's contact information, so that Computershare may provide the proxyholder with a four-letter control number via email. If you appoint and register a non-management proxyholder, please ensure that they attend the Agnico Meeting for your vote to count.

If you have questions, you may contact Agnico's strategic shareholder advisor and proxy solicitation agent, Laurel Hill, by telephone at 1-877-452-7184 (toll free in North America), at 1-416-304-0211 (for collect calls outside of North America), or by email at assistance@laurelhill.com.

 


Voting by Live Internet Webcast

Only Registered Agnico Shareholders or their duly appointed proxyholders will have the ability to view a live webcast of the Agnico Meeting, ask the Agnico Board questions and submit votes in real time at the Agnico Meeting.

A Registered Agnico Shareholder may attend and vote at the Agnico Meeting during the live webcast as follows:

(i) Log into https://virtual-meetings.tsxtrust.com/1233 at least 15 minutes before the start of the Agnico Meeting and ensure your web browser and Internet connection are working properly. Agnico Shareholders will need the latest version of Google Chrome, Apple Safari, Microsoft Edge or Mozilla Firefox web browsers in order to access the Agnico Meeting. Agnico Shareholders should not use Internet Explorer. Registered Agnico Shareholders should allow ample time to check into the Agnico Meeting and to complete the related procedures.

(ii) Click on "I have a control number" and enter the 15-digit control number on the accompanying form of proxy.

(iii) Enter the password (case sensitive): "agnico2021".

(iv) Follow the instructions to access the Agnico Meeting and vote when prompted.

During the Agnico Meeting, Registered Agnico Shareholders and duly appointed proxyholders must ensure they are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Agnico Meeting. It is their responsibility to ensure Internet connectivity. Non-Registered Agnico Shareholders must follow the procedures outlined below to participate in the Agnico Meeting.

Voting by Non-Registered Agnico Shareholders (other than holders in the United States)

The information set forth in this section is of significant importance to many Agnico Shareholders, as a substantial number of Agnico Shareholders do not hold Agnico Shares in their own name. Non-Registered Agnico Shareholders should note that only proxies deposited by Agnico Shareholders whose names appear in the records of Agnico as a Registered Agnico Shareholders or duly appointed proxyholder can be recognized and acted upon at the Agnico Meeting or any adjournment or postponement thereof.

If Agnico Shares are listed in an account statement provided to an Agnico Shareholder by a broker or other Intermediary then, in almost all cases, those Agnico Shares will not be registered in the Agnico Shareholder's name on Agnico's share register. Those Agnico Shares will more likely be registered under the name of the Agnico Shareholder's Intermediary or an agent of that Intermediary. In Canada, the vast majority of such Agnico Shares are registered under the name of "CDS & Co.", the registration name of CDS, which acts as nominee for many Canadian brokerage firms. Agnico Shares held by Intermediaries can only be voted (for or against resolutions) upon the instructions of the Non-Registered Agnico Shareholders. Without specific instructions, the Intermediaries are prohibited from voting Agnico Shares for their clients. Agnico does not know for whose benefit the Agnico Shares registered in the name of CDS & Co., or another Intermediary, are held.

National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") of the Canadian Securities Administrators requires Intermediaries to seek voting instructions from Non-Registered Agnico Shareholders in advance of shareholder meetings. In accordance with the requirements of NI 54-101, Agnico has distributed copies of the Agnico Notice of Meeting, this Circular and the form of proxy to the Intermediaries and clearing agencies for onward distribution to Non-Registered Agnico Shareholders. Intermediaries are required to forward these materials to Non-Registered Agnico Shareholders unless the Non-Registered Agnico Shareholder has waived the right to receive them. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non-Registered Agnico Shareholders in order to ensure that their Agnico Shares are voted at the Agnico Meeting or any adjournment or postponement thereof. Often, the form of proxy supplied to a Non-Registered Agnico Shareholder by its Intermediary is identical to the form of proxy provided to Registered Agnico Shareholders; however, its purpose is limited to instructing the Registered Agnico Shareholder on how to vote on behalf of the Non-Registered Agnico Shareholder.


Voting by Submitting Voting Instructions

If you are a Non-Registered Agnico Shareholder, your Intermediary will send you your proxy-related materials and a voting instruction form that allows you to vote on the Internet, by telephone or by mail. To vote, you should follow the instructions provided on your voting instruction form. Your Intermediary is required to ask for your voting instructions before the Agnico Meeting. Please contact your Intermediary if you do not receive a voting instruction form. Alternatively, you may receive from your Intermediary a pre-authorized form of proxy indicating the number of Agnico Shares to be voted, which you should complete, sign, date and return as directed on the form. Each Intermediary has its own procedures which should be carefully followed by Non-Registered Agnico Shareholders to ensure that their Agnico Shares are voted by their Intermediary on their behalf at the Agnico Meeting. Agnico intends to reimburse Intermediaries for the delivery of the meeting materials to Non-Registered Agnico Shareholders that have objected to their Intermediary disclosing certain ownership information about themselves to Agnico (objecting beneficial owners).

The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. If you are a Non-Registered Agnico Shareholder - holding your Agnico Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other Intermediary - you are requested to complete and return the voting instruction form in accordance with the instructions set out therein. Broadridge tabulates the results of all instructions received and provides appropriate instructions regarding the voting of Agnico Shares to be represented at the Agnico Meeting or any adjournment or postponement thereof. Agnico may utilize Broadridge's QuickVote™ service to assist eligible Non-Registered Agnico Shareholders that are "non-objecting beneficial owners" with voting their Agnico Shares over the telephone.

If you have questions, you may contact Agnico's strategic shareholder advisor and proxy solicitation agent, Laurel Hill, by telephone at 1-877-452-7184 (toll free in North America), at 1-416-304-0211 (for collect calls outside of North America), or by email at assistance@laurelhill.com.

Voting by Live Internet Webcast

A Non-Registered Agnico Shareholder can only vote its Agnico Shares at the Agnico Meeting if: (a) it has previously appointed itself as the proxyholder for its Agnico Shares by printing its name in the space provided on the voting instruction form and submitting it as directed on the form; and (b) by no later than 10:00 a.m. (Toronto time) on November 24, 2021 (or by 10:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Agnico Meeting), it has gone to https://www.computershare.com/AgnicoEagle to register with Computershare and obtain a control number for the Agnico Meeting. This control number will allow a Non-Registered Agnico Shareholder to log in to the live webcast and vote at the Agnico Meeting. Without a control number, Non-Registered Agnico Shareholders will not be able to ask questions or vote at the Agnico Meeting.

A Non-Registered Agnico Shareholder may also appoint someone else as its proxyholder for its Agnico Shares by printing their name in the space provided on the voting instruction form and submitting it as directed on the form. If the Non-Registered Agnico Shareholder's proxyholder intends to attend and participate at the Agnico Meeting, after the voting instruction form has been submitted, the Non-Registered Agnico Shareholder must go to https://www.computershare.com/AgnicoEagle by no later than 10:00 a.m. (Toronto time) on November 24, 2021 (or by 10:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Agnico Meeting) to register so that Computershare may provide the proxyholder with a control number via email. Without a control number, a proxyholder may attend the Agnico Meeting as a guest but will not be able to ask questions or vote at the Agnico Meeting.


Voting instructions must be received in sufficient time to allow the voting instruction form to be forwarded by the Non-Registered Agnico Shareholder's Intermediary to Computershare before 10:00 a.m. (Toronto time) on November 24, 2021. If a Non-Registered Agnico Shareholder plans to participate in the Agnico Meeting (or to have its proxyholder participate in the Agnico Meeting), such Agnico Shareholder or its proxyholder will not be entitled to vote or ask questions online unless the proper documentation is completed and received by the Agnico Shareholder's Intermediary well in advance of the Agnico Meeting to allow them to forward the necessary information to Computershare before 10:00 a.m. (Toronto time) on November 24, 2021. Non-Registered Agnico Shareholders should contact their respective Intermediaries well in advance of the Agnico Meeting and follow their instructions if they want to participate in the Agnico Meeting. Guests, including Non-Registered Agnico Shareholders who have not duly appointed themselves as proxyholder, can attend the Agnico Meeting by logging into the Agnico Meeting at https://virtual-meetings.tsxtrust.com/1233, selecting "I am a Guest" and filling in the required information.

Voting by Non-Registered Agnico Shareholders located in the United States

Non-Registered Agnico Shareholders located in the United States must provide Computershare with a duly completed legal proxy if they wish to vote at the Agnico Meeting or appoint a third party as their proxyholder. Non-Registered Agnico Shareholders located in the United States are to follow the instructions of their Intermediary included with their form of proxy or voting instruction form, or contact their Intermediary, to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from the Intermediary, Non-Registered Agnico Shareholders located in the United States must then submit such legal proxy to Computershare. Requests for registration from Non-Registered Agnico Shareholders located in the United States that wish to vote at the Agnico Meeting or, if permitted, appoint a third party as their proxyholder must be sent by email to uslegalproxy@computershare.com or by courier to Computershare, at Proxy Department, 8th Floor, 100 University Avenue, Toronto, ON, M5J 2Y1 and must be labeled "Legal Proxy" and received not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Agnico Meeting or any adjournment or postponement thereof.

Attending the Agnico Meeting as a Guest

Only Agnico Shareholders of record at the close of business on October 13, 2021 and other permitted attendees may attend the Agnico Meeting. Attending the Agnico Meeting allows Registered Agnico Shareholders and duly appointed proxyholders, including Non-Registered Agnico Shareholders who have duly appointed themselves or a third party proxyholder, to participate, ask questions and vote at the Agnico Meeting. If a Non-Registered Agnico Shareholder appoints a third party proxyholder to represent them at the Agnico Meeting, the Non-Registered Agnico Shareholder will only be able to attend the Agnico Meeting as a guest. Guests, including Non-Registered Agnico Shareholders who have not duly appointed themselves a proxyholder, can log into the Agnico Meeting as set out below. Guests will be able to listen to the Agnico Meeting, but will not be able to ask questions or vote.

A guest may attend the Agnico Meeting during the live webcast as follows:

(i) Log into https://virtual-meetings.tsxtrust.com/1233 at least 15 minutes before the start of the Agnico Meeting and ensure your web browser and Internet connection are working properly. Users will need the latest versions of Google Chrome, Apple Safari, Microsoft Edge or Mozilla Firefox web browsers in order to access the Agnico Meeting. Agnico Shareholders should not use Internet Explorer. Guests should allow ample time to check into the Agnico Meeting and to complete the related procedures.

(ii) Click "I am a Guest" and fill in the required information.

If you have questions, you may contact Agnico's strategic shareholder advisor and proxy solicitation agent, Laurel Hill, by telephone at 1-877-452-7184 (toll free in North America), at 1-416-304-0211 (for collect calls outside of North America), or by email at assistance@laurelhill.com.


Agnico Record Date

The Agnico Board has fixed the close of business on October 13, 2021 as the Agnico Record Date for the determination of the Agnico Shareholders that will be entitled to notice of the Agnico Meeting, and any adjournment or postponement thereof, and that will be entitled to vote at the Agnico Meeting.

Quorum

Under Agnico's by-laws, the quorum for the Agnico Meeting is two individuals present in person, each being a shareholder or a proxyholder entitled to vote at the Agnico Meeting, holding or representing, in the aggregate, at least 25% of the issued Agnico Shares enjoying voting rights at the Agnico Meeting.

Agnico Shares and Principal Holders Thereof

Agnico is authorized to issue an unlimited number of Agnico Shares, of which 244,865,927 Agnico Shares were issued and outstanding as of October 13, 2021. Registered Agnico Shareholders are entitled to receive notice of, and to attend and vote at, all meetings of the Agnico Shareholders, and each Agnico Share confers the right to one vote in person (virtually) or by proxy at all meetings of the Agnico Shareholders.

Only Agnico Shareholders of record on October 13, 2021 are entitled to vote or to have their Agnico Shares voted at the Agnico Meeting.

As at October 13, 2021, to the knowledge of the directors and executive officers of Agnico, there is no Person that beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of Agnico carrying 10% or more of the voting rights attached to any class of voting securities of Agnico.

Other Business

As of the date of this Circular, the management of Agnico knows of no amendment, variation or other matter to come before the Agnico Meeting, other than the matters referred to in the Agnico Notice of Meeting. However, if any other matter properly comes before the Agnico Meeting, the accompanying applicable proxy will be voted on such matter in accordance with the best judgment of the Person voting the proxy, including with respect to any amendments or variations to the matters identified in this Circular.


INFORMATION CONCERNING THE KIRKLAND MEETING

The Kirkland Meeting will be held on November 26, 2021, subject to any adjournment or postponement thereof, in a virtual-only format via live webcast available online using the TSX Trust virtual shareholder meeting platform at https://virtual-meetings.tsxtrust.com/1231, password "kirkland2021" (case sensitive) at 11:00 a.m. (Toronto time) for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders of Kirkland.

The solicitation of proxies is intended to be primarily by mail but may also be made by telephone, email, Internet, fax transmission or other electronic means of communication or in person by the directors, officers, employees and representatives of Kirkland. The total cost of soliciting proxies and mailing the materials in connection with the Kirkland Meeting will be borne by Kirkland. In addition, Kirkland has retained Kingsdale Advisors to assist it in connection with communicating to Kirkland Shareholders in respect of the Arrangement. In connection with these services, Kingsdale Advisors is expected to receive an estimated fee of at least C$350,000 for services provided, plus an amount per call to retail holders of Kirkland Shares as well as the reimbursement of its reasonable out-of-pocket expenses.

Officers and directors of Kirkland, collectively holding approximately 0.05% of the total Kirkland Shares, as at the Kirkland Record Date, have entered into Kirkland Support and Voting Agreements with Agnico pursuant to which each such individual has agreed to, among other things, support the Arrangement and vote all Kirkland Shares beneficially owned by them in favour of the Arrangement Resolution, subject to the terms and conditions of such agreements.

Purpose of the Kirkland Meeting

This Circular is furnished in connection with the solicitation of proxies by the management of Kirkland for use at the Kirkland Meeting. As set out in the Notice of Special Meeting of Shareholders of Kirkland, Kirkland Shareholders will be asked to consider and vote on the Arrangement Resolution.

Pursuant to the Arrangement, Agnico will acquire all of the issued and outstanding Kirkland Shares. As consideration under the Arrangement, Kirkland Shareholders (other than Dissenting Shareholders) will receive 0.7935 of an Agnico Share for each Kirkland Share or Kirkland CDI held. Former Agnico Shareholders and Former Kirkland Shareholders are expected to own approximately 54% and 46% of the Agnico Shares in the Combined Company, respectively, immediately after completion of the Arrangement (on a non-diluted basis), in each case based on the number of Agnico Shares and Kirkland Shares issued and outstanding as of September 27, 2021. Upon completion of the Arrangement, Kirkland will become a wholly-owned Subsidiary of Agnico.

In order for the Arrangement to be completed, Kirkland Shareholders must approve the Arrangement Resolution. The Arrangement Resolution will require the affirmative vote of not less than two-thirds of the votes cast by Kirkland Shareholders present (virtually) or represented by proxy and entitled to vote at the Kirkland Meeting.

Virtual Kirkland Meeting

Given the ongoing uncertainty relating to the COVID-19 pandemic, its public health impact and the associated restrictions on and the risk in attending large group gatherings, Kirkland has made arrangements to enable Registered Kirkland Shareholders and duly appointed proxyholders to attend and vote at the Kirkland Meeting, which will be conducted via live webcast available online using the TSX Trust virtual shareholder meeting platform at: https://virtual-meetings.tsxtrust.com/1231. Kirkland Shareholders will not need, nor be able, to attend the Kirkland Meeting in person but will have an equal opportunity to participate in the Kirkland Meeting regardless of geographic location.

Registered Kirkland Shareholders and duly appointed proxyholders (including Non-Registered Kirkland Shareholders who have appointed themselves as proxyholder) will be able to attend the Kirkland Meeting, ask questions and vote at the Kirkland Meeting in real time. Kirkland CDI holders are not able to appoint themselves as a proxyholder and may only attend the Kirkland Meeting as guests.


Non-Registered Kirkland Shareholders must carefully follow the procedures set out in this Circular in order to vote and ask questions through the live webcast. Guests, including Non-Registered Kirkland Shareholders who have not been duly appointed as proxyholders and Kirkland CDI holders, can log into the Kirkland Meeting as a guest. Guests may listen to the Kirkland Meeting but will not be entitled to vote or ask questions during the Kirkland Meeting.

If you appoint someone to be your proxy, other than the individual(s) named on the form of proxy or voting instruction form, you or your proxy will need to take the additional step of registering with TSX Trust before the proxy cut-off time, by completing and returning the "Request For Control Number Form", which can be found at http://tsxtrust.com/resource/en/75, to TSX Trust by emailing tsxtrustproxyvoting@tmx.com, after submitting your voting information form. Non-Registered Kirkland Shareholders (other than Kirkland CDI holders) should carefully follow the instructions they have received from their Intermediary (as further explained below) and contact their Intermediary promptly if they need assistance.

Please note that only Registered Kirkland Shareholders and proxyholders (including Non-Registered Kirkland Shareholders who have duly appointed themselves as proxyholder) are permitted to vote at the Kirkland Meeting. Kirkland CDI holders are not able to appoint themselves as a proxyholder and may only attend the Kirkland Meeting as guests. Non-Registered Kirkland Shareholders wishing to attend the Kirkland Meeting and indirectly vote their Kirkland Shares as their own proxyholder must appoint themselves as a proxyholder, in accordance with the instructions set out below. Failure to register with the TSX Trust in advance of the proxy cut-off time will result in the Non-Registered Kirkland Shareholder not receiving a control number to participate in the Kirkland Meeting and only being able to attend as a guest. Guests will not be permitted to vote or ask questions at the Kirkland Meeting.

Attending the Kirkland Meeting Electronically

To attend the Kirkland Meeting, Kirkland Shareholders will need to go to the following website in their web browser on their smartphone, tablet or computer: https://virtual-meetings.tsxtrust.com/1231. Kirkland Shareholders will need the latest versions of Google Chrome, Apple Safari, Microsoft Edge or Mozilla Firefox web browsers in order to access the Kirkland Meeting. Kirkland Shareholders should not use Internet Explorer. To ensure that their web browser is compatible and Internet connection is working properly, Kirkland Shareholders should login to the Kirkland Meeting at least 15 minutes before the start of the Kirkland Meeting.

After logging in to the Kirkland Meeting at https://virtual-meetings.tsxtrust.com/1231, Registered Kirkland Shareholders or duly appointed proxyholders, if they have received a form of proxy or email, respectively, from TSX Trust with a control number, are to click "I have a control number" and enter the 12-digit control number on their form of proxy or email, as applicable, and the following case sensitive password: "kirkland2021". Kirkland Shareholders who do not have a control number are to select "I am a Guest" and fill in the required information. Kirkland CDI holders who wish to log into and listen to the Kirkland Meeting are to follow the above steps, select "I am a Guest" and fill in the required information. Kirkland CDI holders are not entitled to vote or ask questions during the Kirkland Meeting and may only attend the Kirkland Meeting as guests.

Navigation

When successfully logging in online at https://virtual-meetings.tsxtrust.com/1231, a screen will be displayed. You will be able to view the Kirkland information being provided, ask questions and watch the webcast.

If you would like to watch the webcast, press the play icon. If you are viewing the Kirkland Meeting on a computer, the webcast will appear automatically once the Kirkland Meeting has started.

Voting

Once the voting is announced, click the voting icon on the left hand side of the screen. To vote, simply select the voting direction from the options shown on the screen and click "SUBMIT". A confirmation message will appear to show that your vote has been received.


If you have additional control numbers to vote, click "I HAVE ADDITIONAL CONTROL NUMBERS" at the top of the screen to enter the additional credential. To change your vote, simply click "REFRESH VOTING RESOLUTIONS".

Voting will remain open until voting on the ballot is closed.

Questions

Registered Kirkland Shareholders and duly appointed proxyholders (including Non-Registered Kirkland Shareholders who have appointed themselves as proxyholder) attending the Kirkland Meeting may ask questions during the Kirkland Meeting. Kirkland CDI holders are not able to appoint themselves as a proxyholder and therefore may not ask questions during the Kirkland Meeting. Messages can be submitted at any time during the Q&A session up until the chair of the Kirkland Meeting closes the session.

If you would like to ask a question, select "ASK A QUESTION" icon to the left of your screen. Type a message in the chat box in the messaging screen. Once you are happy with your message click the "ASK NOW" button. Questions sent via TSX Trust virtual shareholder meeting platform will be moderated before being sent to the chair of the Kirkland Meeting.

Difficulties Accessing the Virtual Kirkland Meeting

If you have questions regarding the Kirkland Meeting portal or require assistance accessing the Kirkland Meeting website, you may contact tsxtvgminfo@tmx.com. If you attend the Kirkland Meeting, you must remain connected to the Internet at all times during the Kirkland Meeting in order to vote when balloting commences. It is your responsibility to ensure Internet connectivity for the duration of the Kirkland Meeting. Note that if you lose connectivity once the Kirkland Meeting has commenced, there may be insufficient time to resolve your issue before voting is completed. Therefore, even if you currently plan to attend the Kirkland Meeting and vote during the live webcast, you should consider voting your Kirkland Shares in advance or by proxy so that your vote will be counted in the event you experience any technical difficulties or are otherwise unable to access the Kirkland Meeting.

In the event of technical malfunction or other significant problem that disrupts the Kirkland Meeting, the chair of the Kirkland Meeting may adjourn, recess, or expedite the Kirkland Meeting, or take such other action as the chair of the Kirkland Meeting determines is appropriate, considering the circumstances.

Please also refer to the Virtual Meeting Guide provided to you by TSX Trust with the Kirkland Meeting Materials for further information.

Appointment and Revocation of Proxies

Kirkland's named proxyholders are Anthony Makuch, President and Chief Executive Officer of Kirkland or, failing him, Jennifer Wagner, Executive Vice President, Corporate Affairs and Sustainability of Kirkland. A Kirkland Shareholder that wishes to appoint another Person or entity (who need not be a Kirkland Shareholder) to represent such Kirkland Shareholder at the Kirkland Meeting may either insert the Person or entity's name in the blank space provided in the form of proxy or complete another proper form of proxy, submit the form of proxy and register such proxyholder with TSX Trust after submitting the form of proxy. Registering the third-party proxyholder with TSX Trust is an additional step to be completed after the Kirkland Shareholder has submitted their form of proxy. Failure to register the proxyholder will result in the proxyholder not receiving a control number that is required for them to vote at the Kirkland Meeting and, consequently, only being able to attend the Kirkland Meeting as a guest. To register a proxyholder, a Kirkland Shareholder MUST complete and return the "Request For Control Number Form" which can be found at https://tsxtrust.com/resource/en/75, to TSX Trust by emailing tsxtrustproxyvoting@tmx.com, by no later than 11:00 a.m. (Toronto time) on November 24, 2021 (or by 11:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Kirkland Meeting), so that TSX Trust may provide the proxyholder with a control number via email. If you appoint and register a non-management proxyholder, please ensure that they attend the Kirkland Meeting for your vote to count.


The proxy must be in writing and signed by the Kirkland Shareholder or by the Kirkland Shareholder's attorney, duly authorized in writing or, if the Kirkland Shareholder is a corporation, the written notice must be executed by its duly authorized officer or attorney. A proxy will only be valid if it is duly completed, signed, dated and received by TSX Trust in accordance with the instructions thereon by 11:00 a.m. (Toronto time) on November 24, 2021 (or by 11:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Kirkland Meeting).

A Kirkland Shareholder who has voted by proxy may revoke it any time prior to the Kirkland Meeting. To revoke a proxy, a Registered Kirkland Shareholder may: (a) deliver a written notice which is either delivered to the offices of TSX Trust, at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4Y1, Attention: Proxy Department, at any time up to and including the close of business on the last Business Day preceding the day of the Kirkland Meeting, or any adjournment or postponement thereof; (b) vote again on the Internet or by phone at any time up to 11:00 a.m. (Toronto time) on November 24, 2021 (or by 11:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Kirkland Meeting); or (c) complete a form of proxy that is dated later than the form of proxy being changed, and mailing it or faxing it as instructed on the form of proxy so that it is received before 11:00 a.m. (Toronto time) on November 24, 2021 (or by 11:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Kirkland Meeting). If you log in to the Kirkland Meeting using a TSX Trust control number, you will not be revoking any previously submitted proxies. However, if you vote on a ballot at the Kirkland Meeting you will be revoking any and all previously submitted proxies. If you DO NOT wish to revoke your previously submitted proxies, do not vote at the Kirkland Meeting. In addition, the proxy may be revoked by any other method permitted by Law. The written notice of revocation may be executed by the Kirkland Shareholder or by an attorney who has the Kirkland Shareholder's written authorization. If the Kirkland Shareholder is a corporation, the written notice must be executed by its duly authorized officer or attorney. Only Registered Kirkland Shareholders have the right to directly revoke a proxy. Non-Registered Kirkland Shareholders (other than Kirkland CDI holders) that wish to change their vote must arrange for their respective Intermediaries to revoke the proxy on their behalf in accordance with any requirements of the Intermediaries. Holders of Kirkland CDIs that wish to change their vote must arrange for CDN to revoke the proxy on their behalf in accordance with any requirements of CDN.

If you have questions, you may contact Kirkland's strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by mail at Kingsdale, The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2, by toll-free telephone in North America at 1-877-659-1824 or collect call outside of North America at 1-416-867-2272, or by email at contactus@kingsdaleadvisors.com.

Voting of Proxies and Exercise of Discretion

The accompanying form of proxy, when properly signed, confers authority on the Persons named in it as proxies with respect to any amendments or variations to the matters identified in the Notice of Special Meeting of Shareholders of Kirkland or other matters that may properly come before the Kirkland Meeting, or any adjournment or postponement thereof. Notwithstanding the foregoing, the Persons named in the accompanying form of proxy will vote or withhold from voting the Kirkland Shares in respect of which they are appointed in accordance with the direction of the Kirkland Shareholder appointing them and if the Kirkland Shareholder specifies a choice with respect to any matter to be voted upon, such Kirkland Shareholders' Kirkland Shares will be voted accordingly. If you sign and return your form of proxy without designating a proxyholder and do not give voting instructions or specify that you want your Kirkland Shares withheld from voting, the Kirkland representatives named in the form of proxy will vote your Kirkland Shares FOR the Arrangement Resolution.

IN THE ABSENCE OF ANY SUCH INSTRUCTION, KIRKLAND SHARES REPRESENTED BY PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED FOR THE ARRANGEMENT RESOLUTION.


Voting by Registered Kirkland Shareholders

Voting by Proxy

Voting by proxy is the easiest way for Registered Kirkland Shareholders to cast their vote. Registered Kirkland Shareholders can vote by proxy in any of the following ways:

By Internet:

Go to www.voteproxyonline.com and follow the instructions on the screen. You will need your 12-digit control number, which can be found on your form of proxy.

   

By Fax:

Complete, sign and date your form of proxy and fax a copy of it to TSX Trust at 416-595-9593.

   

By Mail:

Complete, sign and date your form of proxy and return it to TSX Trust, at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4Y1, Attention: Proxy Department, in the envelope provided.

In order for a duly appointed proxyholder to represent a Kirkland Shareholder at the Kirkland Meeting, the Kirkland Shareholder must register the proxyholder with TSX Trust once the Kirkland Shareholder has submitted its form of proxy. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a control number that is required for them to vote at the Kirkland Meeting. To register a duly appointed proxyholder, a Kirkland Shareholder must complete and return the "Request For Control Number Form", which can be found at https://tsxtrust.com/resource/en/75, to TSX Trust by emailing tsxtrustproxyvoting@tmx.com, by no later than 11:00 a.m. (Toronto time) on November 24, 2021 (or by 11:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Kirkland Meeting), so that TSX Trust may provide the proxyholder with a control number via email. If you appoint and register a non-management proxyholder, please ensure that they attend the Kirkland Meeting for your vote to count.

If you have questions, you may contact Kirkland's strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by mail at Kingsdale, The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2, by toll-free telephone in North America at 1-877-659-1824 or collect call outside of North America at 1-416-867-2272, or by email at contactus@kingsdaleadvisors.com.

Voting by Live Internet Webcast

Only Registered Kirkland Shareholders and duly appointed proxyholders will have the ability to view a live webcast of the Kirkland Meeting, ask the Kirkland Board questions and submit votes in real time at the Kirkland Meeting.

A Registered Kirkland Shareholder may attend and vote at the Kirkland Meeting during the live webcast as follows:

(i) Log into https://virtual-meetings.tsxtrust.com/1231 at least 15 minutes before the start of the Kirkland Meeting and ensure your web browser and Internet connection are working properly. Kirkland Shareholders will need the latest version of Google Chrome, Apple Safari, Microsoft Edge or Mozilla Firefox web browsers in order to access the Kirkland Meeting. Kirkland Shareholders should not use Internet Explorer. Registered Kirkland Shareholders should allow ample time to check into the Kirkland Meeting and to complete the related procedures.

(ii) Click on "I have a control number" and enter the 12-digit control number on the accompanying form of proxy.

(iii) Enter the password (case sensitive): "kirkland2021".

(iv) Follow the instructions to access the Kirkland Meeting and vote when prompted.


During the Kirkland Meeting, Registered Kirkland Shareholders and duly appointed proxyholders must ensure they are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Kirkland Meeting. It is their responsibility to ensure Internet connectivity. Non-Registered Kirkland Shareholders must follow the procedures outlined below to participate in the Kirkland Meeting. Non-Registered Kirkland Shareholders who fail to comply with the procedures outlined below may nonetheless listen to the live webcast of the Kirkland Meeting by going to the same URL as above, clicking on "I am a Guest" and completing the online form.

Voting by Non-Registered Kirkland Shareholders (other than holders of Kirkland CDIs or holders in the United States)

The information set forth in this section is of significant importance to many Kirkland Shareholders, as a substantial number of Kirkland Shareholders do not hold Kirkland Shares in their own name. Non-Registered Kirkland Shareholders should note that only proxies deposited by Kirkland Shareholders whose names appear in the records of Kirkland as Registered Kirkland Shareholders or duly appointed proxyholders can be recognized and acted upon at the Kirkland Meeting or any adjournment or postponement thereof.

If Kirkland Shares are listed in an account statement provided to a Kirkland Shareholder by a broker or other Intermediary then, in almost all cases, those Kirkland Shares will not be registered in the Kirkland Shareholder's name on Kirkland's share register. Those Kirkland Shares will more likely be registered under the name of the Kirkland Shareholder's Intermediary or an agent of that Intermediary. In Canada, the vast majority of such Kirkland Shares are registered under the name of "CDS & Co.", the registration name of CDS, which acts as nominee for many Canadian brokerage firms. Kirkland Shares held by Intermediaries can only be voted (for or against resolutions) upon the instructions of the Non-Registered Kirkland Shareholders. Without specific instructions, the Intermediaries are prohibited from voting Kirkland Shares for their clients. Kirkland does not know for whose benefit the Kirkland Shares registered in the name of CDS & Co., or another Intermediary, are held.

NI 54-101 of the Canadian Securities Administrators requires Intermediaries to seek voting instructions from Non-Registered Kirkland Shareholders in advance of shareholder meetings. In accordance with the requirements of NI 54-101, Kirkland has distributed copies of the Kirkland Notice of Meeting, this Circular and the form of proxy to the Intermediaries and clearing agencies for onward distribution to Non-Registered Kirkland Shareholders. Intermediaries are required to forward these materials to Non-Registered Kirkland Shareholders unless the Non-Registered Kirkland Shareholder has waived the right to receive them. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non-Registered Kirkland Shareholders in order to ensure that their Kirkland Shares are voted at the Kirkland Meeting or any adjournment or postponement thereof. Often, the form of proxy supplied to a Non-Registered Kirkland Shareholder by its Intermediary is identical to the form of proxy provided to Registered Kirkland Shareholders; however, its purpose is limited to instructing the Registered Kirkland Shareholder on how to vote on behalf of the Non-Registered Kirkland Shareholder.

Voting by Submitting Voting Instructions

If you are a Non-Registered Kirkland Shareholder (other than a Kirkland CDI holder), your Intermediary will send you your proxy-related materials and a voting instruction form that allows you to vote on the Internet, by telephone or by mail. To vote, you should follow the instructions provided on your voting instruction form. Your Intermediary is required to ask for your voting instructions before the Kirkland Meeting. Please contact your Intermediary if you do not receive a voting instruction form. Alternatively, you may receive from your Intermediary a pre-authorized form of proxy indicating the number of Kirkland Shares to be voted, which you should complete, sign, date and return as directed on the form. Each Intermediary has its own procedures which should be carefully followed by Non-Registered Kirkland Shareholders to ensure that their Kirkland Shares are voted by their Intermediary on their behalf at the Kirkland Meeting. Kirkland intends to reimburse Intermediaries for the delivery of the meeting materials to Non-Registered Kirkland Shareholders that have objected to their Intermediary disclosing certain ownership information about themselves to Kirkland (objecting beneficial owners).


The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. If you are a Non-Registered Kirkland Shareholder (other than a Kirkland CDI holder) - holding your Kirkland Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other Intermediary - you are requested to complete and return the voting instruction form in accordance with the instructions set out therein. Broadridge tabulates the results of all instructions received and provides appropriate instructions regarding the voting of Kirkland Shares to be represented at the Kirkland Meeting or any adjournment or postponement thereof. Kirkland may utilize Broadridge's QuickVote™ service to eligible assist Non-Registered Kirkland Shareholders that are "non-objecting beneficial owners" with voting their Kirkland Shares over the telephone.

If you have questions, you may contact Kirkland's strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by mail at Kingsdale, The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2, by toll-free telephone in North America at 1-877-659-1824 or collect call outside of North America at 1-416-867-2272, or by email at contactus@kingsdaleadvisors.com.

Voting by Live Internet Webcast

A Non-Registered Kirkland Shareholder (other than a Kirkland CDI holder) can only vote its Kirkland Shares at the Kirkland Meeting if: (a) it has previously appointed itself as the proxyholder for its Kirkland Shares by printing its name in the space provided on the voting instruction form and submitting it as directed on the form; and (b) by no later than 11:00 a.m. (Toronto time) on November 24, 2021 (or by 11:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Kirkland Meeting), it has completed and returned the "Request For Control Number Form", which can be found at https://tsxtrust.com/resource/en/75, to TSX Trust by emailing tsxtrustproxyvoting@tmx.com, so that TSX Trust may provide the proxyholder with a control number via email. This control number will allow a Non-Registered Kirkland Shareholder to log in to the live webcast and vote at the Kirkland Meeting. Without a control number, Non-Registered Kirkland Shareholders will not be able to ask questions or vote at the Kirkland Meeting.

A Non-Registered Kirkland Shareholder may also appoint someone else as its proxyholder for its Kirkland Shares by printing their name in the space provided on the voting instruction form and submitting it as directed on the form. If the Kirkland Shareholder's proxyholder intends to attend and participate at the Kirkland Meeting, after the voting instruction form has been submitted, the Non-Registered Kirkland Shareholder must complete and return the "Request For Control Number Form", which can be found at https://tsxtrust.com/resource/en/75, to TSX Trust by emailing tsxtrustproxyvoting@tmx.com by no later than 11:00 a.m. (Toronto time) on November 24, 2021 (or by 11:00 a.m. (Toronto time) on the day other than a Saturday, Sunday or statutory or civic holiday which is at least 48 hours prior to any adjourned or postponed Kirkland Meeting), so that TSX Trust may provide the proxyholder with a control number via email. Without a control number, a proxyholder may attend the Kirkland Meeting as a guest but will not be able to ask questions or vote at the Kirkland Meeting. Guests, including Non-Registered Kirkland Shareholders who have not duly appointed themselves a proxyholder and Kirkland CDI holders, can attend the Kirkland Meeting by logging in to the Kirkland Meeting at https://virtual-meetings.tsxtrust.com/1231, selecting "I am a Guest" and filling in the required information.

Voting instructions must be received in sufficient time to allow the voting instruction form to be forwarded by the Non-Registered Kirkland Shareholder's Intermediary to TSX Trust before 11:00 a.m. (Toronto time) on November 24, 2021. If a Non-Registered Kirkland Shareholder plans to participate in the Kirkland Meeting (or to have its proxyholder participate in the Kirkland Meeting), such Kirkland Shareholder or its proxyholder will not be entitled to vote or ask questions online unless the proper documentation is completed and received by the Kirkland Shareholder's Intermediary well in advance of the Kirkland Meeting to allow them to forward the necessary information to TSX Trust before 11:00 a.m. (Toronto time) on November 24, 2021. Non-Registered Kirkland Shareholders should contact their respective Intermediaries well in advance of the Kirkland Meeting and follow their instructions if they want to participate in the Kirkland Meeting.


Voting by Kirkland CDI holders

A Kirkland CDI is a CHESS depositary interest representing an uncertificated unit of beneficial ownership of an underlying Kirkland Share, which are registered in the name of CDN.

As the holders of Kirkland CDIs are not the legal owners of the underlying Kirkland Shares, CDN is entitled to vote at the Kirkland Meeting at the instruction of the holders of the Kirkland CDIs.

As a result, holders of Kirkland CDIs can expect to receive a CDI VIF, together with the other Kirkland Meeting Materials from Computershare Australia. These CDI VIFs are to be completed and returned to Computershare Australia in accordance with the instructions contained therein. CDN is required to follow the voting instructions properly received from holders of Kirkland CDIs.

If you hold your interest in Kirkland CDIs through an Intermediary, you will need to follow the instructions of your Intermediary.

To obtain a copy of CDN's Financial Services Guide, go to www.asx.com.au/cdis. Phone +61 2 9338 0000 (overseas) or +02 9227 0885 (within Australia) if you would like a copy sent to you by mail.

Kirkland CDI holders can contact Kirkland's strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, for assistance by telephone at 1-877-659-1824 (toll-free in North America), at 1-800-155-612 (toll-free in Australia), or call collect at 1-416-867-2272 (outside North America), or by email at contactus@kingsdaleadvisors.com.

Voting by Non-Registered Kirkland Shareholders (other than holders of Kirkland CDIs) located in the United States

Non-Registered Kirkland Shareholders located in the United States must provide TSX Trust with a duly completed legal proxy if they wish to vote at the Kirkland Meeting or appoint a third party as their proxyholder. Non-Registered Kirkland Shareholders located in the United States are to follow the instructions of their Intermediary included with their form of proxy or voting instruction form, or contact their Intermediary, to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from the Intermediary, Non-Registered Kirkland Shareholders located in the United States must then submit such legal proxy to TSX Trust. Requests for registration from Non-Registered Kirkland Shareholders located in the United States that wish to vote at the Kirkland Meeting or, if permitted, appoint a third party as their proxyholder must be sent by email to tsxtrustproxyvoting@tmx.com or by courier to TSX Trust, at 100 Adelaide St. W, Suite 301, Toronto, Ontario, M5H 4H1, Attn: Proxy Department and must be labeled "Legal Proxy" and received not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Kirkland Meeting or any adjournment or postponement thereof.

Attending the Kirkland Meeting as a Guest

Only Kirkland Shareholders of record at the close of business on October 13, 2021 and other permitted attendees may attend the Kirkland Meeting. Attending the Kirkland Meeting allows Registered Kirkland Shareholders and duly appointed proxyholders, including Non-Registered Kirkland Shareholders who have duly appointed themselves or a third party proxyholder, to participate, ask questions and vote at the Kirkland Meeting. Kirkland CDI holders are not able to appoint themselves as a proxyholder. If a Non-Registered Kirkland Shareholder appoints a third party proxyholder (or, in the case of a Kirkland CDI holder, CDN) to represent them at the Kirkland Meeting, the Non-Registered Kirkland Shareholder will only be able to attend the Kirkland Meeting as a guest. Guests, including Non-Registered Kirkland Shareholders who have not duly appointed themselves a proxyholder and Kirkland CDI holders, can log into the Kirkland Meeting as set out below. Guests will be able to listen to the Kirkland Meeting, but will not be able to ask questions or vote.

A guest may attend the Kirkland Meeting during the live webcast as follows:

(i) Log into https://virtual-meetings.tsxtrust.com/1231 at least 15 minutes before the start of the Kirkland Meeting and ensure your web browser and Internet connection are working properly. Users will need the latest versions of Google Chrome, Apple Safari, Microsoft Edge or Mozilla Firefox web browsers in order to access the Kirkland Meeting. Kirkland Shareholders should not use Internet Explorer. Guests should allow ample time to check into the Kirkland Meeting and to complete the related procedures.


(ii) Click "I am a Guest" and fill in the required information.

Kirkland Record Date

The Kirkland Board has fixed, and the Interim Order provides for, the close of business on October 13, 2021 as the Kirkland Record Date for the determination of the Kirkland Shareholders that will be entitled to notice of the Kirkland Meeting, and any adjournment or postponement thereof, and that will be entitled to vote at the Kirkland Meeting.

Quorum

Under Kirkland's by-laws and the Interim Order, the quorum for the Kirkland Meeting is two persons present in person (virtually), each being a shareholder entitled to vote at the Kirkland Meeting, or a duly appointed proxy or proxyholder for an absent shareholder so entitled, holding or representing, in the aggregate, not less than 10% of the issued Kirkland Shares enjoying voting rights at the Kirkland Meeting. Pursuant to the Interim Order, Kirkland Shareholders who participate in and/or vote at the Kirkland Meeting virtually are deemed to be present at the Kirkland Meeting for all purposes, including quorum.

Kirkland Shares and Principal Holders Thereof

Kirkland is authorized to issue an unlimited number of Kirkland Shares and an unlimited number of Kirkland Preferred Shares, of which 263,696,770 Kirkland Shares were issued and outstanding as of October 13, 2021. Registered Kirkland Shareholders are entitled to receive notice of, and to attend and vote at, all meetings of the Kirkland Shareholders, and each Kirkland Share confers the right to one vote in person (virtually) or by proxy at all meetings of the Kirkland Shareholders.

Only Kirkland Shareholders of record on October 13, 2021 are entitled to vote or to have their Kirkland Shares voted at the Kirkland Meeting.

As at October 13, 2021, to the knowledge of the directors and executive officers of Kirkland, there is no Person that beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of Kirkland carrying 10% or more of the voting rights attached to any class of voting securities of Kirkland.

Other Business

As of the date of this Circular, the management of Kirkland knows of no amendment, variation or other matter to come before the Kirkland Meeting, other than the matters referred to in the Kirkland Notice of Meeting. However, if any other matter properly comes before the Kirkland Meeting, the accompanying applicable proxy will be voted on such matter in accordance with the best judgment of the Person voting the proxy, including with respect to any amendments or variations to the matters identified in this Circular.


DISSENTING SHAREHOLDER RIGHTS

Only Registered Kirkland Shareholders entitled to vote at the Kirkland Meeting are entitled to exercise Dissent Rights with respect to the Arrangement Resolution in the manner provided in section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order. Any Registered Kirkland Shareholder who exercises Dissent Right from the Arrangement Resolution in compliance with section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order, will be entitled, in the event that the Arrangement becomes effective, to be paid by Kirkland the fair value of the Kirkland Shares held by such Dissenting Shareholder determined as at the close of business on the day before the Arrangement Resolution is adopted. Registered Kirkland Shareholders who are considering exercising Dissent Rights should be aware that there can be no assurance that the fair value of their Kirkland Shares as determined under the applicable provisions of the OBCA (as modified by the Plan of Arrangement and the Interim Order) will be more than or equal to the Consideration offered under the Arrangement and that the proceeds of disposition received by a Dissenting Shareholder may be treated in a different, and potentially adverse, manner under Canadian federal, United States federal and Australian income tax Laws than had such shareholder exchanged their Kirkland Shares for Consideration Shares pursuant to the Arrangement and that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Arrangement, is not an opinion as to, and does not otherwise address, "fair value" under section 185 of the OBCA.

The following is a summary of the provisions of the OBCA, as modified by the Plan of Arrangement and the Interim Order, relating to the Dissent Rights in respect of the Arrangement Resolution. Such summary is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of its Kirkland Shares, and is qualified in its entirety by the reference to the text of the Interim Order, a copy of which is attached to this Circular as Appendix C, the text of the Plan of Arrangement, a copy of which is attached to this Circular as Appendix E and the text of section 185 of the OBCA, which is attached to this Circular as Appendix M. Pursuant to the Interim Order, Dissenting Shareholders are given rights analogous to rights of dissenting shareholders under the OBCA, as modified by the Plan of Arrangement and the Interim Order. A Dissenting Shareholder who intends to exercise Dissent Rights should carefully consider and comply with the provisions of section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order. It is recommended that any Registered Kirkland Shareholder wishing to avail themselves of the Dissent Rights seek legal advice, as failure to comply with the provisions of that section, as so modified by the Plan of Arrangement and the Interim Order, and to adhere to the procedures established therein may result in the loss of all rights thereunder.

In addition to any other restrictions under section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order, none of the following Persons shall be entitled to exercise Dissent Rights: (i) any holder of Kirkland Equity Awards; (ii) any Person (including any beneficial owner of Kirkland Shares) who is not a Registered Kirkland Shareholder; and (iii) any Kirkland Shareholder who votes or has instructed a proxyholder to vote its Kirkland Shares in favour of the Arrangement Resolution. A Non-Registered Kirkland Shareholder desiring to exercise Dissent Rights must make arrangements for the Kirkland Shares beneficially owned by such Non-Registered Kirkland Shareholder to be registered in such Non-Registered Kirkland Shareholder's name prior to the time the written objection to the Arrangement Resolution is required to be received by Kirkland or, alternatively, make arrangements for the registered holder of such Kirkland Shares to exercise Dissent Rights on the Non-Registered Kirkland Shareholder's behalf.

Notwithstanding section 185(6) of the OBCA (pursuant to which a written objection may be provided at or prior to the Kirkland Meeting), a Registered Kirkland Shareholder entitled to vote at the Kirkland Meeting who wishes to exercise their Dissent Rights is required to deliver a written objection (a "Dissent Notice") to the Arrangement Resolution to Kirkland not later than 4:00 p.m. (Toronto time) on the day that is two Business Days immediately preceding the Kirkland Meeting (or any adjournment or postponement thereof). Such notice must be delivered to Kirkland at Suite 2800, 200 Bay Street, Toronto, Ontario, Canada M5J 2J1, Attention: Jennifer Wagner, Executive Vice President, Corporate Affairs and Sustainability, with a copy to Cassels Brock & Blackwell LLP, 2100 Scotia Plaza, 40 King Street West, Toronto, Ontario, Canada M5H 3C2, Attention: Lara Jackson and John Picone, and must otherwise strictly comply with the dissent procedures described in this Circular. Failure to properly exercise Dissent Rights may result in the loss or unavailability of the right to dissent.


Only Registered Kirkland Shareholders entitled to vote at the Kirkland Meeting may dissent. In many cases, Kirkland Shares beneficially owned by a Non-Registered Kirkland Shareholder are registered either: (a) in the name of an Intermediary, or (b) in the name of a clearing agency (such as CDS) of which the Intermediary is a participant. Accordingly, a Non-Registered Kirkland Shareholder will not be entitled to exercise its Dissent Rights directly (unless the Kirkland Shares are re-registered in the Non-Registered Kirkland Shareholder's name). A Non-Registered Kirkland Shareholder who wishes to exercise Dissent Rights should immediately contact the Intermediary with whom the Non-Registered Kirkland Shareholder deals in respect of its Kirkland Shares and either: (i) instruct the Intermediary to exercise Dissent Rights on the Non-Registered Kirkland Shareholder's behalf (which, if the Kirkland Shares are registered in the name of CDS or other clearing agency, may require that such Kirkland Shares first be re-registered in the name of the Intermediary); or (ii) instruct the Intermediary to re-register such Kirkland Shares in the name of the Non-Registered Kirkland Shareholder, in which case the Non-Registered Kirkland Shareholder would be able to exercise Dissent Rights directly.

The filing of a Dissent Notice does not deprive a Registered Kirkland Shareholder of the right to vote at the Kirkland Meeting. However, pursuant to the Interim Order, no Kirkland Shareholder who has voted in favour of the Arrangement Resolution or holder of Kirkland Equity Awards is entitled to dissent with respect to the Arrangement. Therefore, the Registered Kirkland Shareholder who has submitted a Dissent Notice and who votes in favour of the Arrangement Resolution will no longer be considered a Dissenting Shareholders with respect to all Kirkland Shares owned by such Person. Pursuant to section 185 of the OBCA and the Interim Order, a Registered Kirkland Shareholder may not exercise Dissent Rights in respect of only a portion of such holder's Kirkland Shares, but may dissent only with respect to all of the Kirkland Shares held by such holder.

A vote against the Arrangement Resolution, an abstention from voting, or a proxy submitted instructing a proxyholder to vote against the Arrangement Resolution does not constitute a Dissent Notice, but a Registered Kirkland Shareholder need not vote its Kirkland Shares against the Arrangement Resolution in order to dissent. Similarly, the revocation of a proxy conferring authority on the proxyholder to vote in favour of the Arrangement Resolution does not constitute a Dissent Notice. However, any proxy granted by a Registered Kirkland Shareholder who intends to dissent, other than a proxy that instructs the proxyholder to vote against the Arrangement Resolution, should be validly revoked in order to prevent the proxyholder from voting such Kirkland Shares in favour of the Arrangement and thereby causing the Registered Kirkland Shareholder to forfeit his or her Dissent Rights.

Kirkland is required, within 10 days of the Arrangement Resolution being approved by Kirkland Shareholders, to notify each Dissenting Shareholder (unless such Kirkland Shareholder voted for the Arrangement Resolution or has withdrawn its objection) that the Arrangement Resolution has been approved. Each such Dissenting Shareholder must, within 20 days after receipt of such notice (or, if such Kirkland Shareholder does not receive such notice, within 20 days after learning of the approval of the Arrangement Resolution), send to Kirkland a written notice (a "payment demand") containing such Dissenting Shareholder's name and address, the number and Kirkland Shares in respect of which the Dissenting Shareholder dissented, and a demand for payment of the fair value of such Kirkland Shares and, within 30 days after sending such written notice, send to Kirkland at Suite 2800, 200 Bay Street, Toronto, Ontario, Canada M5J 2J1, Attention: Jennifer Wagner, Executive Vice President, Corporate Affairs and Sustainability, with a copy to its counsel, at Cassels Brock & Blackwell LLP, 2100 Scotia Plaza, 40 King Street West, Toronto, Ontario, Canada M5H 3C2, Attention: Lara Jackson and John Picone, the certificate(s) representing the Kirkland Shares in respect of which such Dissenting Shareholder dissented.

A Registered Kirkland Shareholder who fails to send to Kirkland, within the appropriate time frame, a Dissent Notice, a payment demand or the certificate(s) representing the Kirkland Shares in respect of which the Dissenting Shareholder dissents forfeits the right to make a claim under section 185 of the OBCA as modified by the Plan of Arrangement and the Interim Order. Kirkland or the transfer agent of Kirkland will endorse on the certificate(s) representing the Kirkland Shares received from a Dissenting Shareholder a notice that the holder is a Dissenting Shareholder and will forthwith return such certificate(s) to the Dissenting Shareholder.


On sending a payment demand to Kirkland, a Dissenting Shareholder ceases to have any rights as a Kirkland Shareholder other than the right to be paid the fair value of such holder's Kirkland Shares which fair value, notwithstanding anything to the contrary contained in Part XIV of the OBCA, will be determined as of the close of business on the day before the Arrangement Resolution is adopted, except where: (a) the Dissenting Shareholder withdraws the payment demand before Kirkland makes an offer to the Dissenting Shareholder pursuant to the OBCA; (b) Kirkland fails to make an offer as hereinafter described and the Dissenting Shareholder withdraws the payment demand; or (c) the proposal contemplated in the Arrangement Resolution does not proceed, in which case the Dissenting Shareholder's rights as a Kirkland Shareholder will be reinstated as of the date the Dissenting Shareholder sent the payment demand.

Dissenting Shareholders who duly exercise their Dissent Rights are deemed to have transferred all Kirkland Shares held by them and in respect of which Dissent Rights have been validly exercised, to Kirkland, free and clear of all Liens, and if such Dissenting Shareholders:

(a) are ultimately entitled to be paid fair value for their Kirkland Shares: (i) shall be deemed not to have participated in the Arrangement; (ii) shall be entitled to be paid the fair value of such Kirkland Shares by Kirkland, which fair value, notwithstanding anything to the contrary contained in Part XIV of the OBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iii) shall not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement if such Dissenting Shareholders had not exercised their Dissent Rights in respect of such Kirkland Shares; or

(b) are ultimately not entitled, for any reason, to be paid fair value for their Kirkland Shares, such Dissenting Shareholders shall be deemed to have participated in the Arrangement on the same terms as a non‐Dissenting Shareholder and shall be entitled to receive only the Consideration that such Dissenting Shareholder would have received pursuant to the Plan of Arrangement if such Dissenting Shareholder had not exercised their Dissent Rights.

From and after the Effective Time, in no case is Agnico, Kirkland or any other Person required to recognize a Dissenting Shareholder as a holder of Kirkland Shares or as a holder of any securities of any of Agnico, Kirkland or any of their respective Subsidiaries and the names of the Dissenting Shareholders are to be removed from the central register of Kirkland Shareholders as to those Kirkland Shares. In addition to any other restrictions in the Interim Order and under section 185 of the OBCA, none of the following will be entitled to exercise Dissent Rights: (i) any holder of Kirkland Equity Awards; (ii) any Person (including any beneficial owner of Kirkland Shares) who is not a Registered Kirkland Shareholder; and (iii) any Kirkland Shareholder who votes or has instructed a proxyholder to vote its Kirkland Shares in favour of the Arrangement Resolution.

Kirkland is required to send, not later than the seventh day after the later of: (a) the Effective Date; or (b) the day the payment demand from a Dissenting Shareholder, to each Dissenting Shareholder whose payment demand has been received, a written offer to pay (an "offer to pay") for such Dissenting Shareholder's Kirkland Shares in an amount that Kirkland considers to be the fair value thereof, accompanied by a statement showing the manner in which the fair value was determined. Every offer to pay, as between shares of the same class, must be on the same terms.

Kirkland must pay for the Kirkland Shares of a Dissenting Shareholder within 10 days after an offer to pay made as described above has been accepted by a Dissenting Shareholder, but any such offer to pay lapses if Kirkland does not receive an acceptance thereof within 30 days after such offer to pay has been made.

If Kirkland fails to make an offer to pay or if a Dissenting Shareholder fails to accept an offer to pay, Kirkland may, within 50 days after the Effective Date or within such further period as the Court may allow, apply to the Court to fix the fair value of the Kirkland Shares of such Dissenting Shareholder. There is no obligation of Kirkland to apply to a court. If Kirkland fails to make such an application, a Dissenting Shareholder may apply to the Court for the same purposes within a further period of 20 days or within such further period as the Court may allow. A Dissenting Shareholder is not required to give security for costs in such an application.


Upon an application to the Court, all Dissenting Shareholders whose Kirkland Shares have not been purchased by Kirkland will be joined as parties and be bound by the decision of the Court, and Kirkland will be required to notify each Dissenting Shareholder of the date, place and consequences of the application and of such Dissenting Shareholder's right to appear and be heard in Person or by counsel. Upon any such application to the Court, the Court may determine whether any Person is a Dissenting Shareholder who should be joined as a party, and the Court will then fix a fair value for the Kirkland Shares of all Dissenting Shareholders. The final order of the Court will be rendered against Kirkland in favour of each Dissenting Shareholder and for the amount of the Dissenting Shareholder's Kirkland Shares as fixed by the Court. The Court may, in its discretion, allow a reasonable rate of interest on the amount payable to each such Dissenting Shareholder from the Effective Date until the date of payment.

Under the OBCA, the Court may make any order in respect of the Arrangement it thinks fit, including a Final Order that amends the Dissent Rights as provided for in the Plan of Arrangement and the Interim Order. In any case, it is not anticipated that additional Kirkland Shareholder approval would be sought for any such variation.

Registered Kirkland Shareholders who are considering exercising Dissent Rights should be aware that there can be no assurance that the fair value of their Kirkland Shares as determined under the applicable provisions of the OBCA (as modified by the Plan of Arrangement and the Interim Order) will be more than or equal to the Consideration offered under the Arrangement. In addition, any judicial determination of fair value will result in delay of receipt by a Dissenting Shareholder of consideration for such Dissenting Shareholder's Kirkland Shares. Furthermore, Registered Kirkland Shareholders who are considering exercising Dissent Rights should be aware of the consequences under Canadian federal, United States federal and Australian income tax Laws of exercising Dissent Right. Accordingly, Registered Kirkland Shareholders should consult their own tax advisors for advice with respect to the tax consequences to them in respect of any such exercise of Dissent Rights.


INFORMATION CONCERNING AGNICO

Agnico is a senior Canadian gold mining company that has produced precious metals since 1957. Its operating mines are located in Canada, Finland and Mexico, with exploration and development activities in each of these countries as well as in the United States, Sweden and Colombia.

Agnico is a corporation organized under the OBCA. Agnico's head and registered office is located at Suite 400, 145 King Street East, Toronto, Ontario, Canada M5C 2Y7. Agnico's principal place of business in the United States is located at 1675 E. Prater Way, Suite 102, Sparks, Nevada 89434. Following the Arrangement, Agnico's head and registered office will continue to be located at Suite 400, 145 King Street East, Toronto, Ontario, Canada M5C 2Y7.

Agnico is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut, and the Agnico Shares trade on the TSX and the NYSE under the trading symbol "AEM".

For further information regarding Agnico, the development of its business and its business activities, see the Agnico AIF, which is incorporated by reference in this Circular. See also "Appendix K - Information Concerning Agnico" for additional information regarding Agnico.

INFORMATION CONCERNING KIRKLAND

Kirkland is a senior gold mining, development and exploration company with a diversified portfolio of assets located in the stable mining jurisdictions of Canada and Australia.

Kirkland is a corporation organized under the OBCA. Kirkland's head and registered office is located at 2800 - 200 Bay Street, Toronto, Ontario, Canada M5J 2J1. Following the Arrangement, Kirkland's head and registered office is expected to be Agnico's current head office at Suite 400, 145 King Street East, Toronto, Ontario, Canada M5C 2Y7.

Kirkland is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland, and the Kirkland Shares trade on the TSX and the NYSE under the trading symbol "KL" and via Kirkland CDIs on the ASX under the trading symbol "KLA".

For further information regarding Kirkland, the development of its business and its business activities, see the Kirkland AIF, which is incorporated by reference in this Circular. See also "Appendix L - Information Concerning Kirkland" for further additional regarding Kirkland.


INFORMATION CONCERNING THE COMBINED COMPANY FOLLOWING THE ARRANGEMENT

Notice to Reader

The following information about the Combined Company following completion of the Arrangement should be read in conjunction with documents incorporated by reference in this Circular and the information concerning Agnico and Kirkland, as applicable, appearing elsewhere in this Circular. See "Appendix K - Information Concerning Agnico" and "Appendix L - Information Concerning Kirkland". Information included in this section under the headings "Selected Pro Forma Financial Information" and "Pro Forma Capitalization" pertaining to Agnico and Kirkland, as applicable, has been furnished by Agnico and Kirkland, respectively. With respect to such information, the Agnico Board has relied exclusively upon Kirkland, without independent verification by Agnico, and the Kirkland Board has relied exclusively upon Agnico, without independent verification by Kirkland. For further information regarding Agnico or Kirkland, please refer to the filings under their respective issuer profiles on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

See "Joint Management Information Circular - Cautionary Statement Regarding Forward-Looking Statements" and "Appendix N - Pro Forma Financial Statements".

General

The Arrangement will result in a strategic business combination of Agnico and Kirkland, pursuant to which Agnico will acquire all of the issued and outstanding Kirkland Shares in exchange for the issuance of Agnico Shares. Pursuant to the Arrangement, Kirkland Shareholders (other than Dissenting Shareholders) will exchange each Kirkland Share for 0.7935 of an Agnico Share.

Former Agnico Shareholders and Former Kirkland Shareholders are expected to own approximately 54% and 46% of the Agnico Shares in the Combined Company, respectively, immediately after completion of the Arrangement (on a non-diluted basis), in each case based on the number of Agnico Shares and Kirkland Shares issued and outstanding as of September 27, 2021.

Following completion of the Arrangement, the Combined Company's head and registered office will be located at Suite 400, 145 King Street East, Toronto, Ontario, Canada M5C 2Y7, which is Agnico's current head and registered office.

The Combined Company will continue to be a corporation existing under the OBCA. It is anticipated that, after completion of the Arrangement, the Combined Company will continue to be a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut and will continue to trade on the TSX and the NYSE under the trading symbol "AEM".

Description of the Business

The Combined Company will be a senior Canadian gold mining company with operating mines located in Canada, Australia, Finland and Mexico, with exploration and development activities in each of these countries as well as in the United States, Sweden and Colombia.

Set out below is a list of certain of the Combined Company's operating mines, all of which will be 100% owned, directly or indirectly, by the Combined Company, upon completion of the Arrangement, unless otherwise indicated:

Former Agnico mines:

  • LaRonde Complex (Québec, Canada)
  • Canadian Malartic mine (50% owned) (Québec, Canada)
  • Goldex mine (Québec, Canada)
  • Meadowbank Complex (Nunavut, Canada)
  • Meliadine mine (Nunavut, Canada)

  • Hope Bay mine (Nunavut, Canada)
  • Kittila mine (Finland)
  • Pinos Altos mine (Chihuahua, Mexico)
  • La India mine (Sonora, Mexico)


Former Kirkland mines:

  • Macassa mine complex (Ontario, Canada)
  • Fosterville gold mine (Victoria, Australia)
  • Detour Lake mine (Ontario, Canada)

Certain of the mines set out above are not currently considered by Agnico to be properties material to it for purposes of NI 43-101. Agnico and Kirkland expect that certain of the mines set out above will not be properties material to the Combined Company.

Corporate Structure

Following completion of the Arrangement, the Combined Company will continue to be a corporation existing under the OBCA and is expected to have the following corporate structure, which sets out each of the significant Subsidiaries and certain other entities of the Combined Company, together with the jurisdiction of organization of the Combined Company and each such Subsidiary or entity (all of which will be directly or indirectly wholly-owned by the Combined Company following completion of the Arrangement, unless otherwise indicated):


Description of Capital Structure

The authorized share capital of the Combined Company following completion of the Arrangement will continue to be as described in "Appendix K - Information Concerning Agnico - Description of Capital Structure" and the rights and restrictions of the Agnico Shares will remain unchanged.

As of October 28, 2021, there were 244,866,327 Agnico Shares issued and outstanding. Assuming the Arrangement is completed in accordance with the Plan of Arrangement, and assuming that the number of Kirkland Shares and Agnico Shares issued and outstanding does not change, it is expected that approximately 211,415,964 Agnico Shares will be issued upon the exchange of the Kirkland Shares, resulting in a total of approximately 456,282,291 Agnico Shares issued and outstanding immediately upon completion of the Arrangement. Former Agnico Shareholders and Former Kirkland Shareholders are expected to own approximately 54% and 46% of the Agnico Shares in the Combined Company immediately after completion of the Arrangement, respectively, each on a non-diluted basis (assuming no additional Agnico Shares are issued by Agnico prior to the Effective Date on conversion or in settlement of Agnico Options, no Kirkland Shares are issued by Kirkland prior to the Effective Date in settlement of Kirkland RSUs, Kirkland PSUs, Kirkland DSUs and no Kirkland Options and no Dissent Rights are exercised in respect of the Arrangement Resolution).

As of October 28, 2021, there were 116,003 Kirkland Options issued and outstanding. On completion of the Arrangement, and assuming that the number of Kirkland Options, does not change, it is expected that an aggregate of 92,048 Agnico Shares will be issuable upon the exercise of the Agnico Replacement Options. As of October 28, 2021, there were 339,708 Kirkland PSUs and 352,437 Kirkland RSUs issued and outstanding. On completion of the Arrangement, and assuming that the number of Kirkland PSUs and Kirkland RSUs does not change, it is expected that the total number of Agnico Shares that will be issuable upon vesting thereof will be 818,774 Agnico Shares (assuming a 200% payout factor on the Kirkland PSUs). No Agnico Shares will be issued, or are issuable, to the holders of the Kirkland DSUs in connection with the Arrangement.

Kirkland CDI holders will receive Agnico Shares at the Effective Time. Following the Arrangement, the Agnico Shares will not be listed on the ASX. The section below describes the key differences between Kirkland CDIs and Agnico Shares.

Agnico Shares are common shares in the share capital of Agnico. Share certificates are evidence of legal title to Agnico Shares and should be kept in safe custody; loss, defacement or destruction will necessitate a process of issuing a replacement certificate which may entail cost, time and appropriate indemnification and/or insurance. Agnico Shares are listed on the TSX and the NYSE only. Accordingly, investors who wish to trade Agnico Shares on the open market must do so on the TSX or the NYSE (Agnico Shares cannot be traded on the ASX). Such trades must be undertaken through a broker entitled to trade on the TSX or the NYSE. Not all Australian brokers are able to trade securities on the TSX or the NYSE. Agnico Shares are listed and traded on the TSX in Canadian dollars and on the NYSE in U.S. dollars The Australian dollar value of Agnico Shares will therefore depend on the prevailing A$:C$ or A$:US$ exchange rate from time to time.

A CDI is a financial product quoted on the ASX. CDIs represent an interest in the underlying security of the foreign company that is held on trust for the CDI holder by a depositary nominee. This allows investors to trade interests in foreign securities by trading the relevant CDIs on the ASX. Each Kirkland CDI currently represents one Kirkland Share and confers a beneficial interest in that Kirkland Share. Kirkland Shares represented by Kirkland CDIs are held by CDN, a wholly owned Subsidiary of the ASX, on behalf of the holders of Kirkland CDIs. Following completion of the Arrangement, Kirkland CDI holders will be issued consideration in the form of Agnico Shares quoted on the TSX.

See "Joint Management Information Circular - Information for Australian Shareholders".

Dividend Policy and Capital Allocation

Other than pursuant to the TSX's policies, the OBCA and Agnico's bank credit facility, which contains a covenant that restricts Agnico's ability to declare or pay dividends if certain events of default under such bank credit facility have occurred and are continuing, there will be no restriction in the Combined Company's articles or elsewhere which would prevent the Combined Company from paying dividends subsequent to the completion of the Arrangement. See "Appendix K - Information Concerning Agnico - Dividend Policy and History".


Both Agnico and Kirkland currently pay dividends and expect to maintain their existing dividend policies and payments until the Arrangement is completed. Agnico and Kirkland have agreed that until the completion of the Arrangement, each will set the record and payment dates for its respective quarterly dividend payments in the ordinary course consistent with past practice. Following completion of the Arrangement, it is currently anticipated that the Combined Company will target a stable and growing dividend that reflects its anticipated strengthened cash and financial position, and will also consider establishing a formal dividend policy to provide more certainty as to the metrics and other factors to be considered by the Combined Company Board in determining the amount of a dividend. Subject to market conditions and Combined Company Board approval, it is expected that the Combined Company will maintain a dividend payment on a per share basis at least equal to the current Agnico level and may, in light of the Combined Company's anticipated strengthened cash and financial position, increase returns to shareholders through share buybacks and dividend increases.

The amount of future dividends and the declaration and payment thereof will be based upon a number of factors, including the Combined Company's financial position, results of operations, cash flow, capital requirements and restrictions under its credit facilities, as well as broader market and economic conditions, and will be in compliance with Law. The Combined Company Board will retain the power to amend the Combined Company's dividend policy in any manner and at any time as it may deem necessary or appropriate in the future. For these reasons, as well as others, there can be no assurance that dividends of the Combined Company following completion of the Arrangement will be equal or similar to the amount historically paid on the Agnico Shares or the Kirkland Shares and that the Combined Company Board will not decide to change its dividend policy in the future. For additional information, see "Risk Factors - The amount of any dividends to be paid by the Combined Company following the Arrangement are not guaranteed".

Agnico and Kirkland have similar capital allocation policies in relation to their equity capital. The key principles of these policies have regard to maintaining sufficient capital to meet operational capital requirements and investment needs, while seeking to deliver superior returns to shareholders, including by way of dividends and share repurchase programs. It is expected that following completion of the Arrangement, subject to approval by the Combined Company Board, the Combined Company will continue to apply these key principles.

Directors and Officers of the Combined Company

Board of Directors

The Combined Company Board will consist of 13 members, comprised of seven directors of Agnico and six directors of Kirkland. The Combined Company Board will include Sean Boyd, currently Vice-Chairman and Chief Executive Officer of Agnico, as Executive Chair, Jeffrey Parr, currently Chairman of the Kirkland Board, as Vice-Chair and Jamie Sokalsky, currently a director on the Agnico Board, as Lead Director. The remainder of the Combined Company Board will be comprised of Leona Aglukkaq, Martine Celej, Robert Gemmell, Deborah McCombe and J. Merfyn Roberts, each a current director of Agnico, and Jonathan Gill, Peter Grosskopf, Arnold Klassen, Elizabeth Lewis-Gray and Tony Makuch, each a current director of Kirkland.

Information about the members of the Combined Company Board who are currently directors of Agnico is set out in the Agnico AIF and Agnico AGM Circular, each of which is incorporated by reference in this Circular. Information about the members of the Combined Company Board who are currently directors of Kirkland is set out in the Kirkland AIF and Kirkland AGM Circular, each of which is incorporated by reference in this Circular. See "Appendix K - Information Concerning Agnico" and "Appendix L - Information Concerning Kirkland".


The members of the Combined Company Board will hold office until the first annual meeting of Agnico Shareholders after the completion of the Arrangement, or until their respective successors have been duly elected or appointed.

Officers and Management

Management of the Combined Company will be led by Sean Boyd, currently Vice-Chairman and Chief Executive Officer of Agnico, as Executive Chair, Tony Makuch, currently Chief Executive Officer of Kirkland, as Chief Executive Officer and Ammar Al-Joundi, currently President of Agnico, as President. Additional senior management will be selected from the respective Agnico and Kirkland teams and determined prior to the completion of the Arrangement.

For additional information regarding the current officers of Agnico and Kirkland, please refer, as applicable to the Agnico AIF and Agnico AGM Circular and the Kirkland AIF and Kirkland AGM Circular, respectively, each of which is incorporated by reference in this Circular. See "Appendix K - Information Concerning Agnico" and "Appendix L - Information Concerning Kirkland".

Pro Forma Capitalization

The following table sets out the consolidated cash and cash equivalents and the consolidated capitalization of the Combined Company as at June 30, 2021 on a pro forma basis, giving effect to the Arrangement (as if it had closed on June 30, 2021) and certain related adjustments. The following table should be read together with the unaudited pro forma consolidated financial statements included in "Appendix N - Pro Forma Financial Statements", the respective historical consolidated financial statements of Agnico and Kirkland and the related management's discussion and analysis.

As at June 30, 2021
(in millions of United States dollars)

Agnico
(actual)

Combined Company
(
pro forma)

Cash and cash equivalents

$278

$856

Long-term debt(1)

$1,687

$1,712

Equity

 

 

Common Shares

$5,794

$16,380

Stock options

185

185

Contributed surplus

37

37

Deficit

(209)

(314)

Other reserves

57

57

Total equity

$5,864

$16,345

Total capitalization(2)

$7,551

$18,057

Notes

(1) Long-term debt includes long-term debt, the current portion of long-term debt and lease obligations. Refer to note 12 in Agnico's interim consolidated financial statements as at and for the six month period ended June 30, 2021 for more information regarding Agnico's long-term debt.

(2) Total capitalization is long-term debt plus total equity.

See "Joint Management Information Circular - Cautionary Statement Regarding Forward-Looking Statements", "Information in this Circular - Pro Forma Financial Statements", "Risk Factors" and "Appendix N - Pro Forma Financial Statements".

Selected Pro Forma Financial Information

Certain selected unaudited pro forma financial information is set forth in the following tables. Such information should be read in conjunction with the unaudited pro forma consolidated financial information of Agnico and Kirkland after giving effect to the Arrangement for the year ended December 31, 2020 and as at and for the six months ended June 30, 2021, included in "Appendix N - Pro Forma Financial Statements".


Adjustments have been made to prepare the unaudited pro forma consolidated financial information of Agnico and Kirkland, which adjustments are based on certain assumptions. Both the adjustments and the assumptions made in respect thereof are described in the notes to the unaudited pro forma consolidated financial information set forth in "Appendix N - Pro Forma Financial Statements".

The unaudited pro forma consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the operating or financial results that would have occurred had the Arrangement actually occurred at the times contemplated by the notes to the unaudited pro forma consolidated financial statements set forth in "Appendix N - Pro Forma Financial Statements", or of the results expected in future periods.

Pro Forma Consolidated Statement of Income


(in millions of United States dollars)

Six months ended
June 30, 2021

Year ended
December 31, 2020

Revenue from mining operations

$3,115

$5,598

Production (Expenses)

$1,210

$2,182

Operating Margin(1)

$1,905

$3,416

All other expenses

$1,236

$2,313

Net income for the period

$669

$1,103

Per Combined Company share:

 

 

Pro Forma Basic earnings per share

$1.48

$2.45

Pro Forma Diluted earnings per share

$1.47

$2.44

Note:

(1)  Operating Margin is not a recognized measure under IFRS. This measure is calculated by excluding the following from net income as recorded in the consolidated pro forma financial statements: (i) income and mining taxes expense; (ii) other expenses; (iii) foreign currency translation (gain) loss; (iv) gain on derivative financial instruments; (v) environmental remediation; (vi) finance costs; (vii) general and administrative; (viii) amortization of property, plant and mine development; (ix) exploration and corporate development. The following table sets out a reconciliation of net income to Operating Margin for the six months ended June 30, 2021 and the year ended December 31, 2020:

(in millions of United States dollars)   Six months ended
June 30, 2021
    Year ended
December 31, 2020
 
Net income for the period $ 669   $ 1,103  
Income and mining taxes expense   328     534  
Other expenses   22     125  
Foreign currency translation (gain) loss   (9 )   81  
Environmental Remediation   -     61  
Gain on derivative financial instruments   (3 )   (102 )
Finance costs   46     97  
General and administrative   109     177  
Amortization of property, plant, and mine development   662     1,212  
Exploration and corporate development   81     128  
Operating Margin $ 1,905   $ 3,416  

Pro Forma Consolidated Balance Sheet

(in millions of United States dollars)

As at June 30, 2021

Total current assets

$2,161

Property, plant and mine development

$21,216

All other assets

$1,292




(in millions of United States dollars)

As at June 30, 2021

Total assets

$24,669

Total current liabilities

$1,026

Total long-term debt

$1,441

All other Liabilities

$5,857

Total liabilities

$8,324

Total equity

$16,345

Principal Holders of Agnico Shares Upon Completion of the Arrangement

To the knowledge of the directors and executive officers of Agnico and Kirkland, as of the date hereof, it is not anticipated that any securityholder will own of record or beneficially own, directly or indirectly, or exercise control or direction over voting securities carrying more than 10% of the voting rights attached to the Agnico Shares following completion of the Arrangement.

Auditor, Transfer Agent and Registrar

Following the Arrangement, the auditor of the Combined Company will be Ernst & Young LLP, located in Toronto, Ontario, which is the current auditor of Agnico. Following the Arrangement, the registrar and transfer agent for the Combined Company will be Computershare, located in Toronto, Ontario, which is the current registrar and transfer agent of Agnico.

Material Contracts

Other than as disclosed in this Circular or in the documents incorporated by reference herein with respect to Agnico and Kirkland, there are no contracts to which the Combined Company will be a party to following completion of the Arrangement that can reasonably be regarded as material to a potential investor, other than contracts entered into by Agnico and Kirkland in the ordinary course of business. For a description of the material contracts of Agnico and Kirkland, please refer to the Agnico AIF and the Kirkland AIF, each of which is incorporated by reference in this Circular. See "Appendix K - Information Concerning Agnico" and "Appendix L - Information Concerning Kirkland".

Risk Factors

The business and operations of the Combined Company following completion of the Arrangement will continue to be subject to the risks currently faced by Agnico and Kirkland, as well as certain risks unique to the Combined Company following completion of the Arrangement.

Readers should carefully consider the risk factors described under the heading "Risk Factors" in the Agnico AIF, which is incorporated by reference in "Appendix K - Information Concerning Agnico" in this Circular, the risk factors described under the heading "Risk Factors" in the Kirkland AIF, which is incorporated by reference in "Appendix L - Information Concerning Kirkland" in this Circular, as well as the risk factors set forth under "Risk Factors" in this Circular. If any of the identified risks were to materialize, the Combined Company's business, financial position, results and/or future operations may be materially affected.

Shareholders should also carefully consider all of the information disclosed in this Circular and the documents incorporated by reference.

The risk factors that are identified in this Circular and the documents incorporated by reference are not exhaustive and other factors may arise in the future that are currently not foreseen that may present additional risks in the future.


RISK FACTORS

Agnico Shareholders who vote in favour of the Agnico Resolution and Kirkland Shareholders who vote in favour of the Arrangement Resolution will be voting in favour of combining the businesses of Agnico and Kirkland, and, in the case of Kirkland Shareholders, to invest in Agnico Shares, and in the case of Agnico Shareholders, to invest in the business of Kirkland. There are certain risk factors associated with the Arrangement that should be carefully considered by Agnico Shareholders and Kirkland Shareholders, including the fact that the Arrangement may not be completed, if among other things, the Agnico Resolution is not approved at the Agnico Meeting, the Arrangement Resolution is not approved at the Kirkland Meeting or if any other conditions precedent to the completion of the Arrangement are not satisfied or waived, as applicable. Readers are cautioned that such risk factors are not exhaustive and additional risks and uncertainties, including those currently unknown or considered immaterial to Agnico and Kirkland, may also adversely affect Agnico or Kirkland prior to the Arrangement or following completion of the Arrangement. These risk factors should be considered in conjunction with the other information included in this Circular, including the documents incorporated by reference herein, and documents filed by Agnico and Kirkland pursuant to applicable Laws from time to time.

Risk Factors Relating to the Arrangement

The completion of the Arrangement is subject to the satisfaction or waiver of several conditions precedent

The completion of the Arrangement is subject to a number of conditions precedent, some of which are outside of the control of the Parties, including receipt of the Agnico Shareholder Approval and the Kirkland Shareholder Approval, the Final Order, the FIRB Approval and the Stock Exchange Approvals, there not having occurred a Material Adverse Effect in respect of either Agnico or Kirkland, as applicable, Kirkland Shareholders not having validly exercised Dissent Rights with respect to more than 5% of the issued and outstanding Kirkland Shares, and the satisfaction of certain other customary closing conditions. There can be no certainty, nor can the Parties provide any assurance, that all conditions precedent to the Arrangement will be satisfied or waived, nor can there be any certainty of the timing of their satisfaction or waiver. If, for any reason, the Arrangement is not completed or its completion is materially delayed and/or the Merger Agreement is terminated, the market price of the Agnico Shares and the Kirkland Shares may be materially adversely affected. See "The Merger Agreement - Conditions to Closing".

The FIRB Approval, which is necessary to complete the Arrangement, may not be obtained or may only be obtained after substantial delay

The Parties have not yet obtained the FIRB Approval, which is required to complete the Arrangement. If the FIRB Approval is not obtained or any Law comes into effect which makes the consummation of the Arrangement illegal, the Arrangement will not be completed. In addition, a substantial delay in obtaining the FIRB Approval could result in the Arrangement not being completed. In particular, if the Merger Agreement is not completed by March 31, 2022 (subject to an extension of up to a maximum of 60 days if required to obtain the FIRB Approval), either Party may terminate the Merger Agreement, in which case the Arrangement will not be completed. See "The Arrangement - Key Regulatory Matters".

The Arrangement is subject to receipt of the Agnico Shareholder Approval and the Kirkland Shareholder Approval

The Arrangement requires that the Agnico Resolution be approved by at least a simple majority of votes cast by Agnico Shareholders present (virtually) or represented by proxy and entitled to vote at the Agnico Meeting and the Arrangement Resolution be approved not less than two-thirds of the votes cast by Kirkland Shareholders present (virtually) or represented by proxy and entitled to vote at the Kirkland Meeting.

There can be no certainty, nor can the Parties provide any assurance, that the Agnico Shareholder Approval and the Kirkland Shareholder Approval will be obtained. If such approvals are not obtained and the Arrangement is not completed, the market price of the Agnico Shares and the Kirkland Shares may decline to the extent that the current market price reflects a market assumption that the Arrangement will be completed. If the Arrangement is not completed and the Kirkland Board decides to seek another merger or business combination, there can be no assurance that it will be able to find a party willing to agree to an equivalent or more attractive price than the price to be paid pursuant to the Arrangement.


The Merger Agreement may be terminated in certain circumstances

The Merger Agreement may be terminated by Agnico or Kirkland in certain circumstances, in which case the Arrangement will not be completed. Accordingly, there is no certainty, nor can the Parties provide any assurance, that the Merger Agreement will not be terminated by Agnico or Kirkland prior to the completion of the Arrangement. The failure to complete the Arrangement could materially negatively impact the market price of the Agnico Shares and the Kirkland Shares. Moreover, if the Merger Agreement is terminated and the Kirkland Board decides to seek another merger or business combination, there can be no assurance that it will be able to find a party willing to agree to an equivalent or more attractive price than the price to be paid pursuant to the Arrangement.

The failure to complete the Arrangement could negatively impact the Parties and have a Material Adverse Effect on the current and future operations, financial condition and prospects of the Parties

If the Arrangement is not completed for any reason, there are risks that the announcement of the Arrangement and the dedication of substantial resources of the Parties to the completion thereof could have a negative impact on Agnico's and Kirkland's current business relationships (including with current and prospective employees, customers, distributors, suppliers and partners) and could have a Material Adverse Effect on the current and future business, operations, results of operations, financial condition and prospects of Agnico and/or Kirkland. In addition, failure to complete the Arrangement for any reason could materially negatively impact the market price of the Agnico Shares and/or the Kirkland Shares.

The market value of the Consideration Shares to be issued in connection with the Arrangement may vary between the date of the Merger Agreement and completion of the Arrangement

Pursuant to the Arrangement, each Kirkland Shareholder will be entitled to receive 0.7935 of an Agnico Share for each Kirkland Share or Kirkland CDI held, subject to adjustment for fractional shares. Because the Exchange Ratio under the Arrangement is fixed and will not be adjusted to reflect any changes in the market value of Agnico Shares or the Kirkland Shares, the market value represented by the Exchange Ratio may vary. The market values of the Agnico Shares and the Kirkland Shares at the Effective Time may vary from the values at the date of this Circular. If the market price of the Agnico Shares declines, the value of the consideration received by Kirkland Shareholders at the Effective Time will decline as well. Variations may occur as a result of changes in, or market perceptions of changes in, the business, operations or prospects of Agnico, market assessments of the likelihood the Arrangement will be consummated, regulatory considerations, general market and economic conditions, changes in the prices of gold and other factors over which neither Agnico nor Kirkland has control.

The Parties will incur significant costs and, in certain circumstances, may be required to pay the Termination Amount

Certain costs relating to the Arrangement, such as legal, accounting, tax, brokerage and financial advisory fees, must be paid by the Parties even if the Arrangement is not completed. In addition, if the Arrangement is not completed for certain reasons, either Agnico or Kirkland may be required to pay the Termination Amount to the other Party, the result of which could have an adverse effect on such Party's cash resources.

The Termination Amount may discourage third parties from attempting to acquire a Party

If the Arrangement is not completed for certain reasons, Agnico or Kirkland may be required to pay a Termination Amount to the other Party, which may discourage other parties from making an Acquisition Proposal, even if such Acquisition Proposal could provide greater value to Agnico Shareholders or Kirkland Shareholders, as applicable, than the Arrangement. Even if the Merger Agreement is terminated without payment of the Termination Amount, a Party may, in the future, be required to pay the Termination Amount in certain circumstances. Accordingly, if the Arrangement is not consummated and the Merger Agreement is terminated, a Party may not be able to consummate another Acquisition Proposal that could provide greater value than what is provided for under the Arrangement without paying the Termination Amount. In addition, payment of such amount may have an adverse effect on the cash resources of Agnico or Kirkland, as applicable. See "The Merger Agreement - Termination of the Merger Agreement - Termination Event and Termination Amount".


The Merger Agreement contains provisions that restrict the ability of the Parties and their boards to pursue alternatives to the Arrangement

Under the Merger Agreement, Agnico and Kirkland are restricted, subject to certain exceptions, from soliciting, initiating, knowingly encouraging or facilitating, discussing or negotiating, or furnishing information with regard to, any Acquisition Proposal or any inquiry, proposal or offer relating to any Acquisition Proposal from any person. If the board of directors of a Party (after consultation with its financial advisors and legal counsel) determines that such proposal is more favourable to its shareholders, from a financial point of view, than the Arrangement, and such Party's board of directors recommends such proposal to its shareholders or if such Party enters into a Permitted Acquisition Agreement, the other Party would be entitled to terminate the Merger Agreement and receive the Termination Amount (or could require such Party to proceed with its Meeting and still remain entitled to the Termination Amount if such Party's shareholders do not approve the Arrangement). See "The Merger Agreement - Covenants - Covenants Regarding Non-Solicitation and Acquisition Proposals".

The Arrangement may divert the attention of management of the Parties, impact the Parties' ability to attract or retain key personnel or impact the Parties' third party business relationships

The Arrangement could cause the attention of management of Agnico and Kirkland to be diverted from the day-to-day operations. These disruptions could be exacerbated by a delay in the completion of the Arrangement and could have an adverse effect on the current and future business, operations, results of operations, financial condition and prospects of Agnico and Kirkland. Because the completion of the Arrangement is subject to uncertainty, officers and employees of Agnico and Kirkland may experience uncertainty about their future roles, which may adversely affect Agnico's and Kirkland's ability to attract or retain key management and personnel in the period until the completion or termination of the Arrangement.

In addition, third parties with which Agnico or Kirkland currently have business relationships or may have business relationships in the future, including industry partners, customers and suppliers, may experience uncertainty associated with the Arrangement, including with respect to current or future relationships with Agnico or Kirkland. Such uncertainty could have a material and adverse effect on the current and future business, operations, results of operations, financial condition and prospects of Agnico and Kirkland.

The exercise of Dissent Rights may impact cash resources or result in the Arrangement not being completed

Registered Kirkland Shareholders entitled to vote at the Kirkland Meeting have the right to exercise certain dissent and appraisal rights and demand payment of the fair value of their Kirkland Shares in cash in connection with the Arrangement in accordance with the OBCA, as modified and supplemented by the Plan of Arrangement and the Interim Order. If Kirkland Shareholders dissent in respect of a significant number of Kirkland Shares, a substantial aggregate cash payment may be required to be made by Kirkland that could have an adverse effect on Kirkland's cash resources if the Arrangement is completed. If, as of the Effective Date, the aggregate number of Kirkland Shares in respect of which Kirkland Shareholders have validly exercised Dissent Rights exceeds 5% of the Kirkland Shares then outstanding, Agnico is entitled, in its discretion, not to complete the Arrangement. See "Dissenting Shareholder Rights".

Agnico and Kirkland may be the targets of legal claims, securities class actions, derivative lawsuits and other claims, which may delay or prevent the Arrangement from being completed

Agnico and Kirkland may be the target of securities class actions and derivative lawsuits which could result in substantial costs and may delay or prevent the Arrangement from being completed. Third parties may also attempt to bring claims against Agnico and Kirkland seeking to restrain the Arrangement or seeking monetary compensation or other remedies. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Arrangement, then that injunction may delay or prevent the Arrangement from being completed.


The Arrangement may be delayed and business affected due to outbreaks of communicable diseases, including COVID-19

The continued and prolonged effects of the global outbreak of COVID-19 may delay or prevent the completion of the Arrangement. Among other things, Governmental Entities in certain jurisdictions have from time to time since the onset of the pandemic and may again order the mandatory closure of all nonessential workplaces, which may disrupt the ability of Agnico and Kirkland to close the Arrangement in the timing contemplated, including potential delays in respect of the Kirkland Meeting, Agnico Meeting, Final Order and the receipt of FIRB Approval, each of which is required to complete the Arrangement. In addition, the impacts of COVID-19, among other things, have and may affect the ability of Agnico and Kirkland to operate at one or more of their respective mines for an indeterminate period of time, may affect the health or safety of employees or contractors, may impede access to essential services, contractors and supplies, may lead to heightened regulatory scrutiny by Governmental Entities, may lead to restrictions on transferability of currency, may cause business continuity issues and may result in failures of various local administration, logistics and critical infrastructure. Such effects and disruptions to business continuity as a result of the effects of COVID-19 may impact the ability to consummate the Arrangement or the timing thereof and may have an adverse effect on Agnico, Kirkland and the Combined Company's financial position and results of operations. The full extent of the impact of COVID-19 on the contemplated timing and completion of the Arrangement and on the respective operations of Agnico, Kirkland and the Combined Company will depend on future developments, which are uncertain and cannot be predicted at this time.

Tax consequences of the Arrangement may differ from anticipated treatment, including, that if the Arrangement does not qualify as a "reorganization" under the U.S. Tax Code, some Shareholders may be required to pay substantial U.S. federal income taxes

There can be no assurance that the CRA, the IRS, ATO or other applicable taxing authorities will agree with the interpretation of the Canadian federal, U.S. federal and Australian income tax consequences of the Arrangement, as applicable, as set forth in this Circular. Furthermore, there can be no assurance that applicable Canadian, U.S. and Australian income tax laws, regulations or tax treaties will not change (legislatively, judicially or otherwise) or be interpreted in a manner, or that applicable taxing authorities will not take an administrative position, that is adverse to Agnico, Kirkland or their respective shareholders following completion of the Arrangement.

Although Agnico and Kirkland intend that the Arrangement will qualify as a "reorganization" within the meaning of section 368 of the U.S. Tax Code, it is possible that the IRS may assert that the Arrangement fails (in whole or in part) to qualify as such. If the IRS were to be successful in any such contention, or if for any other reason the Arrangement were to fail to qualify as a "reorganization," U.S. Holders of Kirkland Shares would generally recognize a gain or loss with respect to all such U.S. Holder's Kirkland Shares, based on the difference between: (i) such U.S. Holder's tax basis in such shares; and (ii) the fair market value of the Agnico Shares received. See "Income Tax Considerations - Certain United States Federal Income Tax Considerations".

The Combined Company will be subject to tax in various counties

The Combined Company will have operations in various countries and be subject to differing tax laws and rates, including stamp duty imposed on direct or indirect transfers of real property interests under Australian law. Taxation authorities may disagree with how Agnico or Kirkland calculate or have in the past calculated their income or other amounts for tax purposes. The tax treatment of the Combined Company is subject to changes in tax laws, regulations and treaties, or the interpretation thereof, including tax policy initiatives and reforms under consideration related to the Organisation for Economic Co-operation and Development's (OECD) Base Erosion and Profit Shifting (BEPS) Project. Any such events or changes could adversely affect the Combined Company, its share price or the dividends that may be paid to its shareholders following completion of the Arrangement.


Agnico and Kirkland directors, officers and employees may have interests in the Arrangement that are different from those of Agnico Shareholders and Kirkland Shareholders

Certain of the directors and executive officers of Agnico and Kirkland negotiated the terms of the Merger Agreement, and the Agnico Board has unanimously recommended that Agnico Shareholders vote in favour of the Agnico Resolution and the Kirkland Board has unanimously recommended that Kirkland Shareholders vote in favour of the Arrangement Resolution. These directors and executive officers may have interests in the Arrangement that are different from, or in addition to, those of Agnico Shareholders and Kirkland Shareholders generally. These interests include, but are not limited to, the continued employment of certain executive officers of Agnico and Kirkland by the Combined Company and the continued service of certain directors of Agnico and Kirkland as directors of the Combined Company. Agnico Shareholders and Kirkland Shareholders should be aware of these interests when they consider their respective board of directors' unanimous recommendations. The Agnico Board and the Kirkland Board were each aware of, and considered, these interests when they determined the advisability of the Merger Agreement and unanimously recommended that Agnico Shareholders and Kirkland Shareholders approve the Agnico Resolution and the Arrangement Resolution, respectively.

The Merger Agreement contains certain restrictions on the ability of Agnico and Kirkland to conduct its business

Under the Merger Agreement, each of Agnico and Kirkland must generally conduct its business in the Ordinary Course and, prior to the completion of the Arrangement or the termination of the Merger Agreement, Agnico and Kirkland are subject to certain covenants which restrict it from taking certain actions without the prior consent of the other Party and which require it to take certain other actions. In either case, such covenants may delay or prevent Agnico and Kirkland from pursuing business opportunities that may arise or preclude actions that would otherwise be advisable if Agnico and Kirkland were to remain standalone entities. See "The Merger Agreement - Covenants - General Conduct of Business and Covenants Relating to the Arrangement".

The Agnico Fairness Opinions and the Kirkland Fairness Opinions do not reflect changes in circumstances that may have occurred or that may occur between the date of the Merger Agreement and the completion of the Arrangement

Neither the Agnico Board, the Kirkland Board nor the Kirkland Special Committee has obtained updated opinions from their respective financial advisors as of the date of this Circular, nor do any of them expect to receive updated, revised or reaffirmed opinions prior to the completion of the Arrangement. Changes in the operations and prospects of Agnico and Kirkland, general market and economic conditions and other factors that may be beyond the control of the Parties, and on which the Agnico Fairness Opinions and the Kirkland Fairness Opinions were based, may significantly alter the value of Agnico and Kirkland or the market price of the Agnico Shares and the Kirkland Shares by the time the Arrangement is completed. The Agnico Fairness Opinions and the Kirkland Fairness Opinions do not speak as of the time the Arrangement will be completed or as of any date other than the date of such opinions. Because the financial advisors will not be updating the Agnico Fairness Opinions and the Kirkland Fairness Opinions, such opinions will not address the fairness of the Consideration or the Exchange Ratio, from a financial point of view, at the time the Arrangement is completed. Each of the Agnico Board Recommendation and the Kirkland Board Recommendation, however, is made as of the date of this Circular. See "The Arrangement - Agnico Fairness Opinions" and "The Arrangement - Kirkland Fairness Opinions".

Risk Factors Relating to the Combined Company

The anticipated benefits of the Arrangement may not be realized

Achieving the benefits of the Arrangement depends in part on the ability of the Combined Company to effectively capitalize on its scale, to realize the anticipated capital and operating synergies, to profitably sequence the growth prospects of its asset base and to maximize the potential of its improved growth opportunities and capital funding opportunities as a result of combining the businesses and operations of Agnico and Kirkland.


The ability to realize the benefits of the Arrangement will depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as on Agnico's ability to realize the anticipated growth opportunities and synergies from integrating Kirkland's business following completion of the Arrangement. This integration will require the dedication of management effort, time and resources which may divert management's focus and resources from other strategic opportunities available to the Combined Company following completion of the Arrangement, and from operational matters during this process. There can be no assurance that management will be able to integrate the operations of each of the businesses successfully. Many operational and strategic decisions and certain staffing decisions with respect to integration have not yet been made. These decisions and the integration of the two companies may present challenges to management, including the integration of systems and personnel of the two companies which may be geographically separated, unanticipated liabilities, and unanticipated costs. It is possible that the integration process could result in the loss of key employees, the disruption of the respective ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the ability of management to maintain relationships with customers, distributors, suppliers and partners or to achieve the anticipated benefits of the Arrangement. The performance of the Combined Company's operations after completion of the Arrangement could be adversely affected if the Combined Company cannot retain key employees to assist in the integration and operation of the Combined Company, and any inability of management to successfully integrate the operations could have a material adverse effect on the business, financial condition and results of operations of the Combined Company.

Significant demands will be placed on the Combined Company following completion of the Arrangement and Agnico and Kirkland cannot provide any assurance that their systems, procedures and controls will be adequate to support the expansion of operations and associated complexity following and resulting from the Arrangement

As a result of the pursuit and completion of the Arrangement, significant demands will be placed on the managerial, operational and financial personnel and systems of Agnico and Kirkland. Agnico and Kirkland cannot provide any assurance that their systems, procedures and controls will be adequate to support the expansion of operations and associated complexity following and resulting from the Arrangement. The future operating results of the Combined Company following completion of the Arrangement may be affected by the ability of its officers and key employees to manage changing business conditions, to integrate the acquisition of Kirkland and to execute on the Combined Company's business strategy.

Following the Arrangement, the trading price of the Agnico Shares cannot be guaranteed, may be volatile and could be less than, on an adjusted basis, the current trading prices of Agnico and Kirkland due to various market-related and other factors

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Securities of companies in the mining industry have experienced substantial volatility in the p