Agnico Eagle to acquire Rupert Resources for C$2.87B upfront consideration

Agnico Eagle (AEM) and Rupert have entered into a definitive arrangement agreement pursuant to which Agnico Eagle has agreed to acquire all of the outstanding common shares of Rupert, other than the Rupert Shares held by Agnico Eagle, by way of plan of arrangement. Pursuant to the Rupert Transaction, each Rupert Share will be exchanged for: upfront consideration comprised of 0.0401 of a common share of Agnico Eagle; and contingent consideration of up to C$3.00, in the form of a contingent value right that is payable, in cash, upon Rupert’s properties reaching specified milestones. The aggregate upfront consideration on a 100% and fully diluted basis is valued at approximately C$2,871M on a fully-diluted basis, based on the five-day volume weighted average price of Agnico Shares on the Toronto Stock Exchange as of April 17. The upfront consideration represents an approximately 67% premium to the closing price of the Rupert Shares on the TSX as of April 17, being the last trading day prior to announcement of the Rupert Transaction. Each CVR will have a term of 10 years and will entitle the holder thereof to receive up to C$3.00, in cash, upon certain milestones being reached. The applicable milestones relate to the properties to be acquired from Rupert on closing; and the CVRs are payable as follows: C$1.00 upon the public announcement of at least 5M ounces of gold in mineral reserves on the Acquired Properties; C$1.00 upon both of the following having been publicly announced: the Acquired Properties reaching commercial production; and the Acquired Properties reaching 7.5M ounces of gold in aggregate mineral reserves and production; and C$1.00 upon both of the following having been publicly announced: the Acquired Properties reaching commercial production; and the Acquired Properties reaching 10M ounces of gold in aggregate mineral reserves and production Completion of the Rupert 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 Rupert Shares present in person or represented by proxy at a special meeting of Rupert securityholders to be held to consider the Rupert Transaction; two-thirds of the votes cast by the holders of Rupert Shares, options to acquire Rupert Shares, , deferred share units of Rupert, restricted share units of Rupert and performance share units of Rupert voting together as a single class, with one vote for each Rupert Share, Rupert Option, Rupert DSU, Rupert RSU and Rupert PSU held; and Rupert Minority Approval, discussed below. The Rupert Transaction will be a “business combination” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions as Agnico Eagle is a “related party” of Rupert by virtue of its approximately 13.9% current ownership of Rupert Shares. As a result, the Rupert Transaction will also require: an independent formal valuation prepared in accordance with MI 61-101; and the approval of a simple majority of the votes cast by holders of Rupert Shares, excluding Agnico Eagle and votes attached to Rupert Shares held by other persons required to be excluded in accordance with MI 61-101, present in person or represented by proxy at the Rupert Meeting. Subject to the satisfaction of all conditions to closing set out in the Rupert Arrangement Agreement, it is anticipated that the Rupert Transaction will be completed early in the third quarter of 2026. Upon closing of the Rupert 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. In connection with the Rupert 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 with Agnico Eagle, pursuant to which each of them has agreed, among other things, to vote all of their Rupert Shares in favour of the Rupert Transaction, subject to the terms of the voting support agreements.