Mr. Matti Talikka reports
INDEPENDENT PROXY ADVISORY FIRMS, ISS AND GLASS LEWIS, RECOMMEND AURION'S SECURITYHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION TO APPROVE THE ARRANGEMENT WITH AGNICO EAGLE MINES LIMITED
Two leading independent proxy advisory firms, Institutional Shareholder Services Inc. and Glass Lewis & Co. LLC, have each recommended that holders of common shares of Aurion Resources Ltd. and the holders of warrants to purchase Aurion shares vote
for
a special resolution to approve the previously announced plan of arrangement, pursuant to which Agnico Eagle Mines Ltd. will acquire all of the issued and outstanding Aurion shares (other than the Aurion shares held by Agnico or any of its affiliates) for cash consideration of $2.60 for each Aurion share held.
Board recommendation
Aurion's board of directors (with an interested director recusing himself), based in part on the unanimous recommendation of a special committee of the board and the fairness opinions received by the special committee from an independent adviser, Haywood Securities Inc., and by the board from Stifel Nicolaus Canada Inc., respectively, has unanimously determined that the arrangement is fair and reasonable to the applicable securityholders and in the best interests of the company, and unanimously recommends that the securityholders vote
for
the arrangement resolution.
Reasons for the board recommendation
In making its unanimous recommendation to the securityholders, the board considered and relied upon a number of factors, including, among others:
-
Significant premium: The arrangement values the equity of the company at approximately $481-million or $2.60 per Aurion share. The consideration represents a premium of approximately 46 per cent to the closing price of the Aurion shares on the TSX Venture Exchange on April 17, 2026, the last trading day prior to the announcement of the arrangement, and a premium of approximately 45 per cent to the company's 20-day volume-weighted average price of the Aurion shares on the TSX-V for the period ended April 17, 2026.
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Certainty of value and immediate liquidity: The consideration offered to shareholders under the arrangement is all cash, which allows shareholders to immediately realize value for all of their investment. It also provides certainty of value and immediate liquidity in comparison with the risks, uncertainties, difficulties and longer potential timeline for realizing equivalent value from the company's business.
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Deal certainty: The special committee and the board considered Agnico's commitment to the arrangement and creditworthiness, particularly Agnico's ability to finance the arrangement with cash on hand and its record of executing strategic transactions globally. For these and other reasons, the special committee and the board believe that the arrangement is likely to be completed in accordance with its terms and within a reasonably short time period, thereby allowing shareholders to receive the consideration in a reasonable time frame.
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Company's prospects as a stand-alone business: The special committee and the board believe the arrangement is an attractive proposition for the securityholders relative to the status quo, taking into account the current and anticipated opportunities, risks and uncertainties associated with the company's business, affairs, operations, industry and prospects, including the execution risks associated with its stand-alone strategic plan, specifically the continued exploration and development of its flagship Risti project and the advancement of the Launi project and Helmi discovery, the costs and risks of continuing to operate as a public company, and the increasing cost of doing business in light of increased industry regulation. There is no assurance that the continued operation of the company under its current standalone business model and pursuit of its future business plan would yield equivalent or greater value for all securityholders compared with that available under the arrangement.
Information regarding Aurion's special meeting of securityholders
Aurion's special meeting of securityholders to consider and vote on the arrangement resolution will be held in a virtual-only format on Friday, June 5, 2026, at 12:30 p.m. Toronto time, by live audio webcast on-line. The virtual-only format will allow registered shareholders, warrantholders as of the record date for the meeting and their duly appointed proxyholders (including non-registered beneficial shareholders who have appointed themselves as proxyholders) to participate on-line and in real time. Aurion is providing the virtual-only format to provide securityholders with an equal opportunity to attend and participate at the meeting, regardless of their geographic location and circumstances. Aurion's management information circular dated May 8, 2026, and related materials are available under Aurion's issuer profile on SEDAR+ and on Aurion's website.
Please review the circular for further instructions and details on how to access, virtually attend, vote and ask questions at the meeting. Registered shareholders, warrantholders, non-registered shareholders and any other guests will not be able to attend the meeting in person.
Your vote is important. Vote
for
the arrangement resolution today.
Your vote is important regardless of the number of securities you own. If you are unable to be virtually present at the meeting, the company encourages you to submit your proxy or voting instruction form so that your securities can be voted at the meeting in accordance with your instructions. Securityholders are encouraged to vote their securities well in advance of the proxy voting deadline on Wednesday, June 3, 2026, at 12:30 p.m. Toronto time.
Securityholder questions and voting assistance
Securityholders who have questions about the information contained in the circular or require assistance with the procedure for voting, including to complete the form of proxy, may contact Aurion's proxy solicitation agent and securityholder communications adviser.
Laurel Hill Advisory Group
Toll-free: 1-877-452-7184 (for securityholders in North America)
International: 1-416-304-0211 (for securityholders outside of North America)
Text message: text INFO to 1-877-452-7184 or 1-416-304-0211
By e-mail: assistance@laurelhill.com
About Aurion Resources Ltd.
Aurion is a Canadian exploration company listed on the TSX Venture Exchange and the OTCQX Best Market. Aurion's strategy is to generate or acquire early-stage precious metal exploration opportunities and advance them through direct exploration by an experienced team or by business partnerships and joint venture arrangements. Aurion's current focus is exploring on its Risti project, as well as advancing its joint venture properties with Agnico Eagle Mines and Kobold Metals Company in Finland.
We seek Safe Harbor.
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