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Agnico Eagle Mines Limited (NYSE:AEM) completed the acquisition of remaining 93.1% stake in Aurion Resources Ltd. (TSXV:AU) from Global Strategic Management Inc. and others.
Agnico Eagle Mines Limited (NYSE:AEM) entered into a definitive arrangement agreement to acquire remaining 93.1% stake in Aurion Resources Ltd. (TSXV:AU) from Global Strategic Management Inc. and others for approximately CAD 410 million on April 17, 2026. Holders of Aurion Shares to receive CAD 2.60 per Aurion Share payable in cash, for an aggregate purchase price of approximately CAD 481 million on a fully-diluted basis. The Consideration represents approximately a 46% premium based on the closing price of the Aurion Shares on the TSX Venture Exchange on April 17, 2026, and approximately a 45% premium based on the 20-day volume-weighted average price of the Aurion Shares as at that date. Agnico Eagle has entered into definitive agreements in respect of three separate transactions. Upon closing of the Transaction, it is expected that the Aurion Shares will be delisted from the TSXV and that Aurion will cease to be a reporting issuer under applicable Canadian securities laws. In addition, the Arrangement Agreement provides for a termination fee of CAD 21 million payable by Aurion if it accepts a superior proposal and in certain other specified circumstances.
The Transaction will be subject to the approval of: (i) at least two-thirds of the votes cast by Aurion Shareholders present or in person or represented by proxy at the special meeting of Aurion Shareholders to be held to consider the Transaction and approve the Arrangement (the “Special Meeting”); (ii) at least two-thirds of the votes cast by Aurion Shareholders and holders of Aurion’s warrants exercisable for Aurion Shares (the “Aurion Warrants”), in each case, present in person or represented by proxy at the Special Meeting, voting as a single class; and (iii) a simple majority of the votes cast by Aurion Shareholders at the Special Meeting, excluding votes from certain shareholders, as required under Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions. The Transaction is also subject to customary conditions, including approval of the Supreme Court of British Columbia. Subject to satisfaction of such conditions including regulatory and government approvals, Aurion expects to hold the Special Meeting to consider the Transaction in June 2026. In connection with the Transaction, each of the directors and officers of Aurion, who collectively own or exercise control over approximately 10.8% of the issued and outstanding Aurion Shares have entered into voting support agreements with Agnico Eagle, pursuant to which each of them has agreed, among other things, to vote all of their Aurion Shares (including any Aurion Shares issued upon the exercise of any securities convertible, exercisable or exchangeable into Aurion Shares) in favor of the Transaction. In addition, Adrian Day Asset Management has entered into a Voting Support Agreement with Agnico Eagle, pursuant to which it has agreed, among other things, to vote or cause to be voted up to approximately 5.1% of the issued and outstanding Aurion Shares in favor of the Transaction. Subject to the satisfaction of all conditions to closing set out in the Arrangement Agreement, it is anticipated that the Transaction will be completed early in the third quarter of 2026. Following consideration of various factors, including receipt of the fairness opinion from Haywood, and in consultation with its financial and legal advisors, the Special Committee unanimously determined that the Transaction is fair and reasonable to the Aurion securityholders and in the best interests of Aurion. Accordingly, the Special Committee unanimously recommended that the Board (a) approve the Arrangement Agreement; and (b) recommend that the applicable Aurion securityholders vote in favor of the Transaction. On May 8, 2026, Aurion Resources obtained an interim order of the Supreme Court of British Columbia for the holding of a special meeting to consider and vote on a special resolution approving the transaction. On May 29, 2026, Aurion is pleased to announce that two leading independent proxy advisory firms, Institutional Shareholder Services Inc. and Glass Lewis & Co. LLC, have each recommended that holders of common shares and warrants to purchase Aurion Shares, vote FOR a special resolution to approve the previously announced plan of arrangement. Aurion shareholders approved the transaction of June 5, 2026. The Arrangement is anticipated to be completed on or about June 15, 2026.
Stifel Nicolaus Canada Inc. acted as financial advisor and fairness opinion provider to Aurion and Haywood Securities Inc. acted as financial advisor and fairness opinion provider to the Special Committee of Aurion Resources. DLA Piper (Canada) LLP and Graham Scott Law Corporation acted as legal advisors to Aurion and WeirFoulds LLP acted as legal advisor to the Special Committee of Aurion Resources. Edgehill Advisory Ltd. and TD Securities Inc. acted as financial advisors to Agnico Eagle. The team of Davies Ward Phillips & Vineberg LLP led by Patricia Olasker, Rob Murphy, Marc Pontone, Ghaith Sibai, Scott Hyman, Jim Dinning, Chris Anderson, Julie Colden, Ryan Wolfe, Shari Cohen and Jessie Cartoon acted as legal advisors to Agnico Eagle. Computershare Trust Company of Canada acted as transfer agent and depository bank of Aurion Resources Ltd. Laurel Hill Advisory Group acted as information agent for Aurion Resources Ltd.
Agnico Eagle Mines Limited (NYSE:AEM) completed the acquisition of remaining 93.1% stake in Aurion Resources Ltd. (TSXV:AU) from Global Strategic Management Inc. and others on June 15, 2026. In connection with the Arrangement, the Aurion Shares will be delisted from the TSX Venture Exchange. Aurion will also apply to cease to be a reporting issuer under applicable Canadian securities laws.