Announcement • Apr 20
Agnico Eagle Mines Limited (NYSE:AEM) entered into a definitive arrangement agreement to acquire remaining 86.5% stake in Rupert Resources Ltd. (TSX:RUP) for approximately CAD 2.5 billion.
Agnico Eagle Mines Limited (NYSE:AEM) entered into a definitive arrangement agreement to acquire remaining 86.5% stake in Rupert Resources Ltd. (TSX:RUP) for approximately CAD 2.5 billion on April 20, 2026. Under the terms of the Transaction, each Rupert Share will be exchanged for: (i) upfront consideration of 0.0401 of a common share of Agnico Eagle (“Agnico Share”), representing approximately CAD 12.00 based on the five-day volume weighted average trading price per Agnico Share as at April 17, 2026 (the “Share Consideration”); and (ii) contingent consideration of up to CAD 3.00, in the form of a contingent value right (“CVR” and together with the Share Consideration, the “Consideration”), that is payable in cash upon certain milestones being achieved over the 10 year term of the CVR. The CVR milestones, which relate to the mining rights currently 100% owned by Rupert (the “Acquired Properties”), are as follows: CAD 1.00 upon the public announcement of at least 5 million ounces of gold in mineral reserves on the Acquired Properties; CAD 1.00 upon the public announcement of: (i) the Acquired Properties reaching commercial production and (ii) the Acquired Properties reaching 7.5 million ounces of gold in aggregate mineral reserves and production; and CAD 1.00 upon the public announcement of: (i) the Acquired Properties reaching commercial production and (ii) the Acquired Properties reaching 10 million ounces of gold in aggregate mineral reserves and production. The total Transaction value based on the Share Consideration is approximately CAD 2.9 billion (on a 100% equity ownership basis). The Share Consideration represents approximately a 67% premium to the closing price of the Rupert Shares on the Toronto Stock Exchange (the “TSX”) as of April 17, 2026, being the last trading day prior to announcement of the Transaction. Upon closing of the Transaction, it is expected that the Rupert Shares will be delisted from the TSX and that Rupert will cease to be a reporting issuer under applicable Canadian securities laws.
The Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). Completion of the Transaction is subject to customary conditions, including, among others, court approval and: (i) the approval of two-thirds of the votes cast by the holders of Rupert Shares present in person or represented by proxy at a special meeting of Rupert securityholders (the “Meeting”) to be held to consider the Transaction; (ii) the approval of two-thirds of the votes cast by the holders of Rupert Shares, options to acquire Rupert Shares (“Options”), restricted share units of Rupert (“RSUs”), deferred share units of Rupert (“DSUs”) and performance share units of Rupert (“PSUs”), voting together as a single class, with one vote for each Rupert Share, Option, RSU, DSU and PSU held; and (iii) Minority Approval. In connection with the Transaction, each of the directors and executive officers of Rupert, and certain Rupert shareholders, collectively representing 28.75% of the Rupert Shares, have entered into a voting support agreement (collectively, the “Voting Support Agreements”) with Agnico Eagle, pursuant to which each of them has agreed, among other things, to vote all of their Rupert Shares (including any Rupert Shares issued upon the exercise of any securities convertible, exercisable or exchangeable into Rupert Shares) in favour of the Transaction, subject to the terms of the Voting Support Agreements. The Transaction is supported by a formal valuation and fairness opinion from Origin Merchant Partners (“Origin”) and a fairness opinion from BMO Capital Markets and is unanimously recommended by a special committee comprised entirely of independent directors of Rupert (the “Special Committee”) and the Board of Directors of Rupert (“Rupert Board”). The transaction is also subject to regulatory and government approvals. 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. The Rupert Board (with Agnico Eagle’s nominee director recusing herself) has evaluated the Arrangement Agreement with the company’s management and legal and financial advisors and, following the receipt and review of a unanimous recommendation from the Special Committee which took into account, among other things, the Formal Valuation and the Fairness Opinions, the Rupert Board has unanimously (with Agnico Eagle’s nominee director abstaining) approved the Transaction and determined that the Transaction is in the best interests of Rupert, and has resolved to recommend that Rupert securityholders vote in favour of the Transaction, all subject to the terms and conditions contained in the Arrangement Agreement.
BMO Capital Markets is acting as financial advisor to Rupert and fairness opinion provider to its special committee. Blake, Cassels & Graydon LLP is acting as legal advisor to Rupert. Origin Merchant Partners is acting as financial advisor and independent valuator to the Special Committee of Rupert. Edgehill Advisory Ltd. and TD Securities Inc. are acting as financial advisors to Agnico Eagle with respect to the Rupert and Aurion transactions. Davies Ward Phillips & Vineberg LLP is acting as legal advisor to Agnico Eagle.
