Agnico Eagle to acquire Rupert Resources for C$2.9B

Rupert Resources (RUPRF) is pleased to announce that it has entered into a definitive arrangement agreement with Agnico Eagle Mines (AEM) pursuant to which Agnico Eagle has agreed to acquire all of the outstanding common shares of Rupert it does not already own by way of plan of arrangement. Transaction Summary: 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, representing approximately C$12.00 based on the five-day volume weighted average trading price per Agnico Share as at April 17, 2026; and (ii) contingent consideration of up to C$3.00, in the form of a contingent value right, 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, are as follows: C$1.00 upon the public announcement of at least 5 million ounces of gold in mineral reserves on the Acquired Properties; C$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 C$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 C$2.9B. The Share Consideration represents approximately a 67% premium to the closing price of the Rupert Shares on the Toronto Stock Exchange as of April 17, 2026, being the last trading day prior to announcement of the Transaction. The Transaction is supported by a formal valuation and fairness opinion from Origin Merchant Partners and a fairness opinion from BMO Capital Markets and is unanimously recommended by a special committee comprised entirely of independent directors of Rupert and the Board of Directors of Rupert. 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. 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.