Agnico Eagle Mines Ltd (AEM)

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KGI Release: Kirkland Lake Gold Creates An Ontario-Focused Intermediate Gold Producer With The Acquisition Of St Andrew

http://www.klgold.com/investors/news-and-events/news-releases/news-release-details/2015/Kirkland-Lake-Gold-Creates-an-Ontario-Focused-Intermediate-Gold-Producer-With-the-Acquisition-of-St-Andrew-11162015/default.aspx

TORONTO, ONTARIO--(Marketwired - Nov. 16, 2015) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Kirkland Lake Gold Inc. ("Kirkland Lake" ) (TSX:KGI) and St Andrew Goldfields Ltd. ("St Andrew") (TSX:SAS)(OTCQX:STADF) are pleased to announce that they have entered into a binding definitive agreement (the "Agreement") whereby Kirkland Lake will acquire all of the outstanding common shares of St Andrew pursuant to a plan of arrangement (the "Transaction") to create a multi-asset, Ontario-focused, intermediate gold producer.

Under the terms of the Agreement, common shareholders of St Andrew will receive 0.0906 of one common share of Kirkland Lake (the "Exchange Ratio") for each St Andrew common share held. The Exchange Ratio represents the equivalent of C$0.47 per St Andrew common share, based on the closing price of Kirkland Lake on November 16, 2015. The Exchange Ratio implies a 46% premium based on both companies' 20-day volume-weighted average prices and a 25% premium to St Andrew's closing price, both as at November 16, 2015 on the Toronto Stock Exchange. The Exchange Ratio implies a total equity value of approximately C$178 million on a fully diluted in-the-money basis.

Upon completion of the proposed Transaction, existing Kirkland Lake and St Andrew shareholders will own approximately 71% and 29% of the combined company, respectively.

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