Osisko Announces Friendly Acquisition Agreement With Yamana Gold and Agnico Eagle

MONTREAL, QUEBEC--(Marketwired - April 16, 2014) - Osisko Mining Corporation ("Osisko") (TSX:OSK)(FRANKFURT:EWX), Yamana Gold Inc. (TSX:YRI)(NYSE:AUY) ("Yamana") and Agnico Eagle Mines Limited (NYSE:AEM)(TSX:AEM) ("Agnico Eagle") are pleased to announce that they have entered into an agreement ("the Agreement") pursuant to which Yamana and Agnico Eagle will jointly acquire 100% of Osisko's issued and outstanding common shares for total consideration of C$3.9 billion or C$8.15 per share. The total offer consists of approximately C$1.0 billion in cash, C$2.3 billion in Yamana and Agnico Eagle shares, and creation of a new company ("New Osisko") with an implied value of approximately C$575 million.

The offer represents an 11% premium to the current Goldcorp hostile bid. Yamana, Agnico Eagle and Osisko will be hosting a joint conference call today at 10:00 a.m. EDT to discuss the transaction.

Terms of the Agreement

Under the Agreement, Yamana and Agnico Eagle will form a joint acquisition entity (with each company owning 50%) which will acquire, by way of a plan of arrangement (the "Arrangement"), all of the outstanding common shares of Osisko. Upon closing of the transaction, Yamana and Agnico Eagle will each own Osisko, and will form joint committees to operate the Canadian Malartic Mine in Quebec. The partners will also jointly explore and potentially develop the Kirkland Lake assets, and continue the exploration at Hammond Reef, Pandora/Wood, and Pandora properties, all located in Ontario.

Upon implementation of the Agreement, each outstanding common share of Osisko will be exchanged for:

1. C$2.09 in cash;
2. 0.26471 of a Yamana common share (a value of C$2.43 based on the closing price of C$9.18 for Yamana shares on the Toronto Stock Exchange as of April 15, 2014);
3. 0.07264 of an Agnico Eagle common share (a value of C$2.43 based on the closing price of C$33.45 for Agnico Eagle shares on the Toronto Stock Exchange as of April 15, 2014);
4. one new common share of New Osisko with a value of C$1.20 per share.

Pursuant to Arrangement, certain assets of Osisko will be transferred to New Osisko, the shares of which will be distributed to Osisko shareholders as part of the consideration. The following will be transferred to New Osisko: