TORONTO - Agnico-Eagle Mines Ltd. says it has reached a definitive agreement to acquire all the shares of Comaplex Minerals Corp. it doesn't already own for about $650 million.

The agreement, which was announced in principle last month, will see each shareholder of Comaplex other than Agnico-Eagle (TSX:AEM) receive 0.1576 of an Agnico-Eagle share per Comaplex (TSX:CMF) share. On top of this, each Comaplex shareholder other than Agnico-Eagle and Perfora Investments S.a.r.l. will receive one common share of a new subsidiary per Comaplex share.

This amounts to the equivalent of $10.32 per Comaplex share.

Agnico Eagle owns 12.3 per cent of Comaplex and Perfora about 17.3 per cent. Since Perfora has agreed to sell its shares to Agnico-Eagle, the Toronto miner is paying about $648 million for the 87.7 per cent of Comaplex it doesn't directly own.

This represents a 34 per cent premium to the 20-day volume-weighted average price of Comaplex shares on the Toronto Stock Exchange at March 31, the day before the transaction was first announced.

Between Perfora and the directors and officers of Comaplex, Agnico-Eagle said about 25.7 per cent of Comaplex's shareholders have agreed to support the acquisition.

Comaplex owns the Meliadine gold project in Nunavut, which has 3.29 million ounces of measured and indicated gold resources and 1.73 million ounces of inferred gold resources.

Meliadine will be transferred to Agnico-Eagle, while the remainder of Comaplex's assets, including its other mineral and oil and gas properties and its investments will be transferred to the new subsidiary.

The transaction is subject to the approval of Comaplex shareholders and is expected to close in July.

Toronto-based Agnico-Eagle is a gold producer with operations in Canada, Finland and Mexico.

Shares in Agnico-Eagle added $1.07 to $64.42 in Tuesday morning trading on the TSX. Comaplex shares gained 56 cents or more than five per cent to $10.95.

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