Agnico Eagle to acquire Aurion Resources for C$481M

Agnico Eagle (AEM) and Aurion have entered into a definitive arrangement agreement pursuant to which Agnico Eagle has agreed to acquire all of the outstanding common shares of Aurion, other than the Aurion Shares held by Agnico Eagle, by way of plan of arrangement. Pursuant to the Aurion Transaction, each Aurion Share will be acquired for C$2.60 in cash, for an aggregate consideration of approximately C$481M on a 100% and fully-diluted basis. The Aurion Consideration represents approximately a 46% premium to the closing price of the Aurion Shares on the TSX Venture Exchange as of April 1, being the last trading day prior to announcement of the Aurion Transaction. Completion of the Aurion Transaction is subject to customary conditions, including, among others, court approval and the approval of: two-thirds of the votes cast by the holders of Aurion Shares present in person or represented by proxy at a special meeting of Aurion securityholders to be held to consider the Aurion Transaction;two-thirds of the votes cast by the holders of Aurion Shares and warrants to acquire Aurion Shares, voting together as a single class, with one vote for each Aurion Share and Aurion Warrant; and Aurion Minority Approval, as discussed below. The Aurion Transaction will be a “business combination” under MI 61-101 as Matti Talikka, CEO of Aurion, is entitled to receive a “collateral benefit” in connection with the Aurion Transaction. As a result, the Aurion Transaction will also require the approval of a simple majority of the votes cast by holders of Aurion Shares, excluding Mr. Talikka and votes attached to Aurion Shares held by other persons required to be excluded in accordance with MI 61-101, present in person or represented by proxy at the Aurion Meeting. Subject to the satisfaction of all conditions to closing set out in the Aurion Arrangement Agreement, it is anticipated that the Aurion Transaction will be completed early in the third quarter of 2026. Upon closing of the Aurion 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 connection with the Aurion Transaction, all directors and officers of Aurion who collectively own or exercise control approximately 10.8% of the issued and outstanding Aurion Shares have entered into a voting support agreement with Agnico Eagle, pursuant to which each of them has agreed, among other things, to vote all of their Aurion Shares in favour of the Aurion Transaction, subject to the terms of the voting support agreements. 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 Aurion Transaction. Agnico Eagle currently holds 5,530,000 Aurion Warrants that it intends to exercise prior to record date for the Aurion Meeting. Following the exercise of the Aurion Warrants, Agnico will hold an aggregate of 16,590,000 Aurion Shares representing approximately 9.9% of the issued and outstanding Aurion Shares on a non-diluted basis. Agnico Eagle intends to vote the Aurion Shares it owns in favour of the Aurion Transaction.