Agnico Eagle/Cayden
Overview
Each Cayden (common) share will be transferred to Agnico under a B.C. Plan of Arrangement for 0.09 of an Agnico Eagle common share and cash of $0.01 (so that no rollover treatment obtains unless a s. 85 election is filed). The Agnico Eagle shares to be issued would represent 2.2% of its outstanding common shares on a fully diluted basis. No subsequent amalgamation of Cayden is specified, and no Code s. 368(a) reorg treatment is anticipated.
Cayden
A BCBCA company which is listed on the TS-XV and trades on the OTCQX, and whose principal mineral exploration assets are held in a Mexican subsidiary.
Agnico Eagle
An international gold mining OBCA corporation listed on the TSX and NYSE, and headquartered in Toronto.
Plan of Arrangement
- Cayden options and warrants will be deemed to be exercised.
- Each Cayden common share (not held by Agnico Eagle or a dissenting shareholder) will be transferred to Agnico Eagle for 0.09 of a Agnico Eagle common share (subject to rounding) and cash of $0.01.
- Each Cayden common share of a dissenter will be transferred to Agnico Eagle with the right to receive the fair value therefor.
Canadian tax consequences
Exchange of Cayden shares. Eligible Shareholders (non-exempt Canadian residents, and partnerships of such persons) who provide a s. 85 election form to Agnico Eagle within 45 days of the Arrangement effective date will have those election forms completed and returned by Agnico Eagle. Those who do not make and timely-file a valid election will be considered to have disposed of their shares on a non-rollover basis.
Non-residents
Standard taxable Canadian property disclosure.
U.S. tax consequences
The exchange will occur on a taxable basis. Cayden believes that it currently is a PFIC. No PFIC determination has been made re its non-U.S. subsidiaries.