Soltoro Ltd.

Published : May 11th, 2015

Soltoro Ltd. Mails Special Meeting Materials to Approve Acquisition by Agnico Eagle Mines Limited

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Soltoro Ltd. Mails Special Meeting Materials to Approve Acquisition by Agnico Eagle Mines Limited

SOLTORO LTD. MAILS SPECIAL MEETING MATERIALS

TO APPROVE ACQUISITION BY AGNICO EAGLE MINES LIMITED

Toronto, Ontario (May 11, 2015) - Soltoro Ltd. (TSX-V:SOL) ("Soltoro" or the "Company") is pleased to announce that it has mailed its management information circular (the "Circular") and related proxy materials to its shareholders and other securityholders ("Securityholders") in connection with the special meeting of Securityholders to be held at 9:00 a.m (Toronto time) on June 4, 2015 (the "Meeting").

At the Meeting, Securityholders will be asked to approve the Company's previously announced transaction with Agnico Eagle Mines Limited (NYSE:AEM, TSX:AEM) ("Agnico Eagle"), whereby Agnico Eagle is proposing to acquire 100% of Soltoro's issued and outstanding common shares ("Soltoro Shares"), including Soltoro Shares issuable upon the exercise of outstanding options and warrants, for total consideration of approximately C$31.6 million or approximately C$0.325 per Soltoro Shares (based on Agnico Eagle's volume-weighted average price per share on the TSX for the five trading days ended April 9, 2015). The transaction will proceed by way of a statutory plan of arrangement (the "Arrangement") under the Canada Business Corporations Act. The Arrangement is being proposed under, and is subject to the terms and conditions of, an arrangement agreement dated April 10, 2015 between the Company and Agnico Eagle (the "Arrangement Agreement"). Assuming the Arrangement becomes effective, Soltoro shareholders will be entitled to receive, in respect of each Soltoro Share held at the effective time of the Arrangement, 0.00793 of an Agnico Eagle common share, C$0.01 in cash and one common share valued at C$0.02 per share of a company to be newly formed and spun off to Soltoro's shareholders under the proposed Arrangement ("SpinCo").
The Circular contains, among other things, details concerning the Arrangement, the background to and reasons for Soltoro's Board's unanimous favourable recommendation of the Arrangement, the requirements for the Arrangement to become effective, the procedure for receiving consideration payable under the Arrangement for Soltoro Shares, procedures for voting at the Meeting and other related matters. Securityholders are urged to carefully review the Circular and accompanying materials, which includes a copy of the Arrangement Agreement, as they contain important information regarding the Arrangement and its consequences to Securityholders. A copy of the Circular and other meeting materials are available on Soltoro's website at www.soltoro.com or under Soltoro's profile on SEDAR at www.sedar.com.

YOUR VOTE IS IMPORTANT. VOTE TODAY.

The Board of Directors of Soltoro UNANIMOUSLY recommends that Securityholders vote FOR of the Arrangement.

The Soltoro Board, based in part on the unanimous recommendation of the special committee of independent directors of the Soltoro Board created to consider matters relating to the Arrangement, has determined that the Arrangement is fair to Securityholders and is in the best interests of the Company and its Securityholders. In making its recommendation, the Soltoro Board considered a number of factors, including the receipt of a fairness opinion from Maxit Capital LP, all as described in the Circular.

How to Vote

A proxy form or voting instruction form will accompany the Circular you receive by mail. Instructions on how to vote, which vary depending on whether you are a beneficial shareholder or a registered shareholder, optionholder or warrantholder of the Company are provided in the Circular and the accompanying proxy or voting instruction form. Most Soltoro shareholders are beneficial shareholders.

Registered shareholders, optionholders and warrantholders may vote in person at the Meeting, by mail or by using one of the following methods:

1. Internet: vote online at www.investorvote.com using the control number and following the instructions contained on your proxy.

2. Telephone: 1-866-732-VOTE(8683) toll free or direct dial 312-588-4290 in Canada and

United States.

Beneficial shareholders who hold Soltoro Shares through a bank, broker or other intermediary will have different voting instructions and should carefully follow the voting instructions provided to them on the voting instruction form included in the meeting materials they receive.

You must vote at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the

Meeting. Please vote as soon as possible to ensure your vote is counted at the Meeting.

Shareholders Questions

Securityholders who have any questions or need assistance in considering the Arrangement should
contact their broker or the Company's Chief Executive Officer, Andrew Thomson, by telephone at 1-416-
987-0722 or by e-mail at [email protected]. Securityholders who would like additional copies, without charge, of the Circular or have additional questions about the Arrangement, including the procedures for voting Soltoro securities or completing transmittal documents, should contact their intermediary or the depositary for the Arrangement, Computershare Investor Services Inc., by telephone at 1-800-564-
6253 (North American Toll Free) or 1-514-982-7555 (Collect Outside North America) or by email at [email protected].

About Soltoro

Soltoro is engaged in exploration for gold and silver deposits in Mexico. Soltoro holds in excess of 30,000 hectares of ground in Jalisco State and has been focused on expanding silver resources at the El Rayo silver-gold project. Soltoro holds three properties in Mexico outside of Jalisco State which will form the exploration assets of SpinCo upon completion of the Arrangement. Soltoro has 80,025,037 common shares issued and outstanding and trades on the TSX Venture Exchange under the symbol "SOL".

Further Information

For further information regarding Soltoro, contact:
Andrew Thomson, President and CEO at (416) 987-0722 or visit www.soltoro.com.

Forward-Looking Statements

The information in this document has been prepared as at April 10, 2015. Certain statements contained in this document constitute forward-looking information under the provisions of Canadian provincial
securities laws and are referred to herein as forward-looking statements. When used in this document, the words "anticipate", "believe", "expect", "estimate", "forecast", "intend", "will", "planned", and similar expressions are intended to identify forward-looking statements or information. Such statements include without limitation: statements regarding the price, value, timing, closing and approval of the transactions contemplated by the Agreement and the satisfaction of all conditions necessary in order to complete the Arrangement, including the approval of the court and applicable stock exchanges; the realization of the anticipated benefits of the Arrangement; information concerning Soltoro, Agnico Eagle and SpinCo and their business and plans; statements regarding the quality or potential of Soltoro's properties; statements regarding the ability of Agnico Eagle to advance Soltoro's projects within the Guachinango district or regarding the ability of SpinCo to advance the properties to be acquired by SpinCo under the Arrangement; statements regarding the potential and value of SpinCo and the SpinCo shares; statements as to the projected development of certain ore deposits, including estimates of exploration, development and production; and statements regarding anticipated future exploration. Such statements and information reflect Soltoro's view as at the date of this document and are subject to certain risks, uncertainties and assumptions, and undue reliance should not be placed on such statements and information. Many factors, known and unknown could cause the actual results to be materially different from those expressed or implied by such forward looking statements. Such risks include, but are not limited to: the volatility of prices of gold and silver and other metals; uncertainty of mineral reserves, mineral resources, mineral grades and mineral recovery estimates; uncertainty of future exploration, development or production, uncertainty concerning capital and budgeted expenditures and contingent liabilities and Soltoro's ability to repay the operating loan provided by Agnico Eagle if required, and other fees and costs; currency fluctuations; financing of additional capital requirements; cost of exploration and development programs; mining risks; community protests; risks associated with foreign operations; governmental and environmental regulation; the volatility of stock prices; and risks associated with by-product metal derivative strategies. For a more detailed discussion of such risks and other factors that may affect Soltoro's ability to achieve the expectations set forth in the forward-looking statements contained in this document, see the Circular and Soltoro's other disclosure filed on SEDAR at www.sedar.com. Soltoro does not intend, nor does it assume any obligation, to update these forward-looking statements and information, other than as required by applicable law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Read the rest of the article at www.noodls.com
Data and Statistics for these countries : Canada | Mexico | All
Gold and Silver Prices for these countries : Canada | Mexico | All

Soltoro Ltd.

EXPLORATION STAGE
CODE : SOL.V
ISIN : CA83437F1053
CUSIP : 84437F
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Soltoro is a silver and gold development stage company based in Canada.

Its main exploration properties are QUILA, MARGARITA, VICTORIA, LA TORTUGA, CHINIPAS, SANTUARIO, GAVILAN, COYOTE and EL RAYO in Mexico.

Soltoro is listed in Canada and in Germany. Its market capitalisation is CA$ 23.8 millions as of today (US$ 19.4 millions, € 17.1 millions).

Its stock quote reached its lowest recent point on December 19, 2008 at CA$ 0.03, and its highest recent level on August 05, 2011 at CA$ 1.49.

Soltoro has 75 530 000 shares outstanding.

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Annual reports of Soltoro Ltd.
2008 Annual Report
Financings of Soltoro Ltd.
3/20/2011Announces Acceleration of Warrant Expiry Date to April 19, 2...
Option Grants of Soltoro Ltd.
12/11/2012Grants Options
10/5/2012Grants Options
10/5/2012Grants Options
12/12/2009Issues stock options
9/9/2009APPOINTS ADVISORY BOARD AND ISSUES STOCK OPTIONS
Nominations of Soltoro Ltd.
1/5/2011Adds to Management and Issues Options
Project news of Soltoro Ltd.
1/12/2015(El Rayo)Identifies Additional Gold Zone at the El Rayo Project
7/24/2013(El Rayo)Discovers Talayote Gold Zone With Up to 11.4 gpt Gold at the...
5/8/2013(El Rayo)Discovers New Mineralized Silver Area on the El Rayo Project
6/5/2011(Chinipas)Initiates Drill Program at Chinipas Gold Property in Chihuah...
5/30/2011(El Rayo)Adds Second Drill and Intercepts 4.4 Metres of Silver Bearin...
4/26/2011(Victoria)Finalizes Option of Victoria and Coyote Silver Gold Projects...
4/26/2011(Coyote)Finalizes Option of Victoria and Coyote Silver Gold Projects...
4/20/2011(El Rayo)Drills 7 Metres of 1 Kilogram Silver & 6.9 Metres of 527 GPT...
4/11/2011(El Rayo)Trenching Returns 19.5 Metres of 194 gpt Silver at El Rayo P...
3/31/2011(El Rayo)Drilling Returns 160 Metres of 47 gpt Silver at El Rayo Prim...
3/7/2011(Victoria)Argentum Silver Options Two Silver-Gold Projects From Soltor...
2/14/2011(El Rayo)Drilling Confirms Mineralization Extends to Surface in Main ...
1/21/2011(El Rayo)Resumes Drilling at El Rayo Primary Silver Project in Mexico
12/9/2009(El Rayo)Resource drilling returns 124.5 metres of 60 gpt silver incl...
12/2/2009(El Rayo)Drilling adds 50 metre depth to oxide gold zone and returns ...
11/16/2009(El Rayo)Drilling adds 50 metre depth to oxide silver zone and return...
11/2/2009(El Rayo)Trenching Program at El Rayo
9/1/2009(El Rayo)ANNOUNCES RESOURCE DRILL PROGRAM AT EL RAYO
3/3/2009(Quila)GOLD DISCOVERY ANNOUNCED WITHIN SOLTORO'S QUILA CLAIM CURREN...
12/2/2008(La Tortuga)AND SUMITOMO COMMENCE DRILL PROGRAM AT LA TORTUGA COPPER GOL...
11/26/2008INTERCEPTS AN AVERAGE GRADE OF 119 GPT SILVER OVER 13 METRES...
5/27/2008(La Tortuga)PROVIDES GEOLOGICAL UPDATE ON LA TORTUGA PROJECT
4/11/2008(La Tortuga)SUMITOMO TO FUND DRILLING OF ADDITIONAL PORPHYRY COPPER GOLD...
1/21/2008(La Tortuga)Sumitomo and Soltoro Commence Drilling on La Tortuga Copper ...
11/9/2007(El Rayo)REPORTS ON JV's WITH SUMITOMO AND SOUTHERN SILVER
9/12/2007(El Rayo)Trenching Defines Significant Gold Zone at El Rayo
6/27/2007(El Rayo)Intercepts 269 gpt Silver Over 12 Metres at El Rayo in Mexic...
Corporate news of Soltoro Ltd.
4/10/2015Soltoro Ltd. Announces Acquisition by Agnico Eagle Mines Lim...
4/10/2015IIROC Trading Resumption - SOL
4/10/2015Announces Acquisition by Agnico Eagle Mines Limited
4/10/2015IIROC Trading Halt - SOL
3/5/2015Soltoro Completes Panel Sampling Program on Tecolote Project
2/27/2015Soltoro Completes Panel Sampling Program on Tecolote Project
1/12/2015Soltoro Identifies Additional Gold Zone at the El Rayo Proje...
11/18/2014Soltoro Advances Bulk Tonnage Gold Potential at Tecolote Pro...
11/12/2014Soltoro Files Technical Report on the El Rayo Primary Silver...
11/7/2014Soltoro Ltd. Completes $600,000 Financing
10/20/2014Soltoro Appoints Dr. Glen Masterman to Board
9/29/2014Soltoro Reports Revised NI 43-101 Compliant Silver Resource ...
9/9/2014Soltoro Sampling Tecolote Project for Bulk Tonnage Gold Pote...
8/6/2014Gold Reserve Discontinues Option on Soltoro's La Tortuga Pro...
7/18/2014Soltoro Grants Options, Appoints Advisory Board Member and R...
6/25/2014Soltoro Completes Magnetic Surveys at Tecolote and Quila Pro...
6/12/2014Soltoro Receives $150,000 Option Payment from Gold Reserve
5/26/2014Soltoro Trenching Extends El Rayo Gold Zone 70 Metres to Nor...
4/30/2014Soltoro Provides Gold Reserve with 6 Month Work Extension at...
4/2/2014Soltoro Initiates Ground Magnetics & Trenching to Define Gol...
10/22/2013Partner Completes Aeromagnetic Survey and Reports Significan...
9/26/2013Equity/Royalty Partner Extends Strike of El Tajo Vein and Tr...
9/11/2013Expands the Gold Potential of the Tecolote Project in Jalisc...
6/25/2013Underground Sampling Returns 11.57 Metres of 449 GPT Silver,...
6/17/2013Channel Sampling Returns 3 Metres of 14.16 GPT Gold and 308 ...
5/24/2013Equity/Royalty Partner Clarifies and Retracts Previously Iss...
5/13/2013Equity/Royalty Partner Advised of 4-5 Million Ounce Silver P...
5/1/2013(La Tortuga)Gold Reserve Completes $125,000 Option Payment to Soltoro in...
11/14/2012Equity/Royalty Partner Intercepts 2.90 Metres of 499 GPT Sil...
10/25/2012Equity/Royalty Partner Intersects 1.95 Metres of 854 gpt Sil...
10/18/2012Equity/Royalty Partner Intercepts 11 Metres of 288 gpt Silve...
9/14/2012Sampling Returns 5.3 gpt Gold & 40 gpt Silver Over 3.4 Metre...
7/19/2011Closes $4.5M Financing With Coeur d'Alene Mines
7/12/2011Announces $4.5M Financing With Coeur d'Alene Mines
6/21/2011Intercepts Near Surface High-Grade Silver in 4 Drill Holes I...
6/14/2011(El Rayo)Reports NI 43-101 Compliant Silver Resource at the El Rayo P...
1/17/2010$2,100,000 financing
1/13/2010Resent: Vancouver Conference is this Sunday Jan 17th & Monda...
11/6/2009Is Attending the International Precious Metals & Commodities...
8/7/2009TSX Exclusive interview with Soltoro's CEO Andrew Thomson
7/6/2009COMPLETES $1,350,000 FINANCING
6/26/2009CLOSES FIRST TRANCHE OF FINANCING FOR $894,000
6/6/2009ANNOUNCES $750,000 FINANCING
5/15/2009ADVISED OF 16 TO 18M OUNCE SILVER POTENTIAL AT EL RAYO OPEN ...
2/11/2009PARTNER ENDS JOINT VENTURE CITING GLOBAL DOWNTURN
9/19/2008RESOURCE DRILLING PROGRAM INTERCEPTS 90 METRES OF 150 GPT SI...
6/17/2008Begins Resource Definition Drill Program at El Rayo Silver-G...
5/28/2008ACQUIRES COYOTE SILVER-GOLD PROJECT IN JALISCO, MEXICO
5/6/2008RELEASES YEAR ENDED DECEMBER 31, 2007 RESULTS
3/28/2008Receives Notice Southern Silver Proceeding With Second Year ...
11/28/2007COMPLETES ADVANCE ROYALTY PAYMENTS ON PORTION OF EL RAYO PRO...
9/27/2007BEGINS DRILLING ON BACANORA GOLD PROJECT
9/20/2007INTERCEPTS 6 METRES OF 6.08 GPT GOLD & 19.5 METRES OF 187 GP...
8/23/2007Releases 2007 Q2 Results
6/5/2007Commences Deep Drilling on El Rayo Silver Property in Mexico
5/31/2007Releases 2007 Q1 results
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