Announcement • Apr 21
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. 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 20, 2026. Holders of Aurion Shares (“Aurion Shareholders”) to receive CAD 2.60 per Aurion Share (the “Consideration”) 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 (the “TSXV”) on April 17, 2026, and approximately a 45% premium based on the 20-day volume-weighted average price (“VWAP”) 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 (collectively, the “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 favour 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 favour 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 favour of the Transaction.
Stifel Nicolaus Canada Inc. is acting as financial advisor and fairness opinion provider to Aurion and Haywood Securities Inc. is acting as financial advisor and fairness opinion provider to the Special Committee of Aurion Resources. DLA Piper (Canada) LLP and Graham Scott Law Corporation are acting as legal advisors to Aurion and WeirFoulds LLP is acting as legal advisor to the Special Committee of Aurion Resources. Edgehill Advisory Ltd. and TD Securities Inc. are acting as financial advisors to Agnico Eagle. Davies Ward Phillips & Vineberg LLP is acting as legal advisor to Agnico Eagle. New Risk • Apr 20
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of Canadian stocks, typically moving 15% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Major Risk Revenue is less than US$1m. Minor Risk Share price has been volatile over the past 3 months (15% average weekly change). Announcement • Jan 19
Aurion Resources Ltd. Intersects High Grade Gold At Kaaresselka, Risti Property Aurion Resources Ltd. announced results for five holes drilled at the Kaaresselka area of the wholly owned Risti property, located in the Central Lapland Greenstone Belt in northern Finland. Summary: Gold mineralized system at Kaaresselka (Vanha prospect) continues to grow; 10.93 g/t Au over 5.00 m from 289.90 m and 1.68 g/t Au over 13.00 m from 308.90 m (KS25141); Approximately 100 m below 1.06 g/t Au over 3.95 m from 202.50 m (KS25112) and 150 m below 2.96 g/t Au over 16.25 m from 135.75 m (KS24092); 3.73 g/t Au over 4.45 m from 246.75 m (KS25142); Approximately 80 m below 2.94 g/t Au over 1.50 m from 128.50 m and 1.58 g/t Au over 0.70 m from 157.10 m (KS25096); 1.32 g/t Au over 9.35 m from 342.80 m (KS25143); Approximately 120 m below 3.33 g/t Au over 2.70 m from 216.00 m and 3.07 g/t Au over1.40 m from232.00 m (KS24088); All holes intersected gold mineralization within wide zones of altered and deformed metavolcanic and metasedimentary lithologies; High grade copper intercept: 4.87% Cu and 0.93 g/t Au across 1.90 m from 88.00 m (KS25132); Copper-gold mineralization hosted within mafic intrusive rock south of the main gold mineralized trend at Vanha. Results pending for over 15 holes, drilling ongoing; Focus on testing the potential extensions of the mineralized system at Kaaresselska and selected scout drill targets within the 175 km2 Risti property. KoBold Metals - Aurion Critical Minerals Exploration Agreement; USD 1,000,000 minimum exploration expenditure completed; An extensive base of till and bedrock sampling program ongoing. All drill core samples were delivered to the ALS preparation facility in Sodankylä, Finland where sample preparation work was completed. All analytical work was completed at ALS facilities in Loughrea, Ireland and Rosia Montana, Romania. ALS is an internationally accredited lab and is ISO compliant (ISO 9001:2008, ISO/IEC 17025:2005). Samples were analyzed for gold using either the Au-AA26 procedure (50 g fire assay with AAS finish: Lower Detection Limit ("LDL") 0.01 g/t gold; Upper Detection Limit ("UDL") 100 g/t gold) or they were analyzed for gold, platinum and palladium using the PGM-ICP24 procedure (50 g fire assay with ICP-AES finish: LDL 0.001 g/t gold, 0.005 g/t platinum, 0.001 g/t palladium; UDL 10 g/t gold, 10 g/t platinum, 10 g/t palladium) or the PGM-ICP23 procedure (30 g fire assay with ICP-AES finish: LDL 0.001 g/t gold, 0.005 g/t platinum, 0.001 g/t palladium; UDL 10 g/t gold, 10 g/t platinum, 10 g/t palladium). Select samples were analyzed by Au-SCR24 1kg, Screen Fire Assay Au (0.05-1,000 ppm) by 1kg screen fire assay (50 g nominal sample weight). The sample pulp (1kg) is passed through a 100-micron stainless steel screen. Any material remaining on the screen (>100 micron) is retained and analyzed in its entirety by fire assay with gravimetric finish and reported as the Au (+) fraction. The material passing through the screen (<100 micron) is homogenized and two sub-samples are analyzed by fire assay with AAS finish. The average of the two AAS results is taken and reported as the Au (-) fraction result. All three values are used in calculating the combined gold content of the plus and minus fractions. The gold values for both the (+) 100 and (-) 100 micron fractions are reported together with the weight of each fraction as well as the calculated total gold content of the sample. Multi-element analysis (ME-ICP61, four-acid digestion, 35 element ICP-AES) was completed on all samples. Certified standards and blanks were inserted every 10 samples. ALS has its own QA/QC protocol using standards, blanks and duplicates. 
