Agnico Eagle Mines Limited (NYSE:AEM, TSX:AEM) ("Agnico Eagle") and Rupert Resources Ltd (TSX:RUP, OTCQX:RUPRF, FSE:R05)) ("Rupert") today announced the successful completion of the previously-announced plan of arrangement (the "Arrangement") under the provisions of the Business Corporations Act (British Columbia) pursuant to which, among other things, Agnico Eagle acquired all of the issued and outstanding common shares of Rupert (the "Shares") that it did not already own (the "Transaction").
Pursuant to the Arrangement, each Share was exchanged for: (i) 0.0401 of a common share of Agnico Eagle (the "Share Consideration"); and (ii) contingent consideration of up to C$3.00, in the form of a contingent value right (a "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, all as more particularly described in Rupert's management information circular dated May 7, 2026 (the "Circular").
As a result of the completion of the Transaction, it is expected that the Shares will be de-listed from the Toronto Stock Exchange (the "TSX") and withdrawn from quotation on the OTCQX Best Market of the OTC Markets Group (the "OTCQX") shortly after the date hereof and Rupert will promptly apply to the applicable Canadian securities regulators to cease to be a reporting issuer (or equivalent) under applicable Canadian securities laws.
Further details regarding the Transaction are included in the Circular, a copy of which is available under Rupert's issuer profile on SEDAR+ at www.sedarplus.ca.
Action Required by Rupert Shareholders
Registered holders of Shares are reminded to submit a duly completed Letter of Transmittal and the share certificate(s) and/or direct registration system statement(s), as applicable, representing their Shares to Computershare Investor Services Inc. ("Computershare"), the depositary for the Arrangement, to receive the Consideration they are entitled to under the Arrangement. If you have questions or require further information about the procedures to complete your Letter of Transmittal, please contact Computershare by telephone at 1 (800) 564-6253 (toll-free in North America) or (514) 982-7555 (outside North America), by facsimile at (905) 771-4082 or by email at corporateactions@computershare.com.
Non-registered holders of Shares are not required to submit a Letter of Transmittal. Non-registered holders of Shares will receive the Consideration they are entitled to through the intermediary in whose name their Shares are held and should contact such intermediary for assistance and instructions in depositing their Shares.
Listing of CVRs
As previously announced, the CVRs issuable to Rupert securityholders pursuant to the Arrangement have received conditional listing approval from the TSX. The listing, which will be the first of its kind on the TSX, will enable trading of the CVRs on the TSX and is expected to provide holders with enhanced liquidity and price discovery. The CVRs will trade under the symbol "AEM.CV".
In connection with the listing of the CVRs, Agnico Eagle will provide an undertaking to the TSX to provide specified public disclosure in respect of the CVRs, as follows:
- Reporting on a quarterly basis of material developments, if any, pertaining to the mining rights acquired from Rupert today (the "Acquired Property"); and
- Annual disclosure of the number of ounces of gold in mineral reserves on the Acquired Property in Agnico Eagle's annual statement of mineral resources and mineral reserves.
The TSX's conditional approval is being provided on a discretionary basis pursuant to the TSX Sandbox program, which is designed to facilitate listing applications for novel securities such as the CVRs. The CVRs will exit the TSX Sandbox upon satisfaction of certain conditions, including continued compliance by Agnico Eagle with the TSX's standard listing requirements and payment to holders in respect of the first milestone under the CVRs.
Listing of the CVRs remains subject to satisfaction of certain conditions, including the TSX's minimum public distribution requirements. Subject to the satisfaction of these conditions, CVRs are expected to commence trading on June 18, 2026.
About Agnico Eagle Mines Limited
Canadian-based and led, Agnico Eagle is Canada's largest mining company and the second largest gold producer in the world, operating mines in Canada, Australia, Finland and Mexico. Agnico Eagle is advancing a pipeline of high-quality development projects in these regions to support sustainable growth over the next decade. Agnico Eagle is a partner of choice within the mining industry, recognized globally for its leading sustainability practices. Agnico Eagle was founded in 1957 and has consistently created value for its shareholders, declaring a cash dividend every year since 1983.
For further information regarding Agnico Eagle, contact Investor Relations at investor.relations@agnicoeagle.com or call (416) 947-1212.
About Rupert Resources Ltd.
Rupert Resources Ltd. is a gold exploration and development company focused on advancing the Ikkari project in the Central Lapland Greenstone Belt of Northern Finland.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements which may constitute "forward-looking information" within the meaning of applicable securities laws. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect", "continue" and similar expressions, as they relate to Agnico Eagle or Rupert, are intended to identify such forward-looking statements. Forward-looking statements included in this press release include, but are not limited to, statements relating to: the de-listing of the Shares from the TSX and withdrawal from quotation on the OTCQX and Rupert's application for an order to cease to be a reporting issuer (or equivalent) under applicable Canadian securities laws; the expected listing date of the CVRs on the TSX and the benefits to be derived from such listing; the achievement of the milestones related to the CVRs; the conditions under which the CVRs will exit the TSX Sandbox; and future public disclosure regarding the CVRs. Investors are cautioned that forward-looking statements are based on the opinions, assumptions and estimates of Rupert and Agnico Eagle considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include, among others, the possibility that the shares will not be de-listed from the TSX or withdrawn from quotation on the OTCQX within the timing currently contemplated or at all; that Rupert's application to for an order to cease to be a reporting issuer (or equivalent) under applicable Canadian securities laws may not be accepted or may be delayed; the conditions to listing the CVRs on the TSX may not be satisfied; the requirements relating to public disclosure regarding the CVRs may change over time as securities laws and the interpretation thereof may change; and general economic, business and political conditions. Additional risk factors are discussed or referred to in the Circular, and in Rupert's and Agnico Eagle's most recent Annual Information Forms, for their respective years ended December 31, 2025, available under Rupert and Agnico Eagle's respective issuer profiles on SEDAR+ at www.sedarplus.ca. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Agnico Eagle and Rupert have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, Agnico Eagle and Rupert do not intend, and do not assume any obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.
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For further information on Rupert, please contact:
Graham Crew | Chief Executive Officer
Michael Stoner | Corporate Development & Investor Relations
info@rupertresources.com