Company Website: https://rupertresources.com/
TORONTO -- (Business Wire)

Rupert Resources Ltd. (TSX: RUP, OTCQX: RUPRF, FSE:R05) (“Rupert” or the “Company”) is pleased to announce that, at the special meeting of holders (“Shareholders”) of its common shares (“Shares”), holders of its options to purchase Shares (“Options”), holders of its deferred share units (“DSUs”), holders of its performance share units (“PSUs”) and holders of its restricted share units (“RSUs” and, collectively with the Shareholders, holders of Options, DSUs, PSUs and RSUs, the “Securityholders”) held on June 9, 2026 (the “Meeting”), the special resolution (the “Arrangement Resolution”) approving the previously announced plan of arrangement under the provisions of the Business Corporations Act (British Columbia), pursuant to which, among other things, Agnico Eagle Mines Limited (NYSE: AEM, TSX: AEM) (“Agnico Eagle”) will acquire all of the issued and outstanding Shares that it does not already own (the “Arrangement”), was approved.

Pursuant to the Arrangement, each Share will be exchanged for: (i) 0.0401 of a common share of Agnico Eagle; and (ii) contingent consideration of up to C$3.00, in the form of a contingent value right (a “CVR”), that is payable in cash upon certain milestones being achieved over the 10 year term of the CVR, all as more particularly described in the management information circular of the Company dated May 7, 2026 (the “Circular”).

Further details regarding the Arrangement are included in the Circular, which was mailed to Securityholders in connection with the Arrangement and is filed under Rupert’s issuer profile on SEDAR+ at www.sedarplus.ca.

The Arrangement Resolution required approval by not less than: (i) 66⅔% of the votes cast by Shareholders, voting as a separate class, present in person or represented by proxy and entitled to vote at the Meeting; (ii) 66⅔% of the votes cast by Securityholders, voting as a single class with one vote for each Share, Option, DSU, PSU and RSU held, present in person or represented by proxy and entitled to vote at the Meeting; and (iii) a simple majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding votes cast by Agnico Eagle and its affiliates, as required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

The following is a summary of the votes cast on the Arrangement Resolution:

Completion of the Arrangement remains subject to a number of conditions, which are described in the Circular, including the receipt of a final order from the Supreme Court of British Columbia (the “Final Order”). The hearing in respect of the Final Order is scheduled to take place on June 11, 2026. These conditions must be satisfied or waived for the completion of the Arrangement to occur. Assuming the timely receipt of all required approvals, the Arrangement is expected to close by the end of June 2026.

Listing of CVRs

Agnico Eagle has received conditional listing approval of the CVRs from the Toronto Stock Exchange (the “TSX”). Subject to the satisfaction of certain listing conditions, the CVRs are expected to be listed on the TSX following completion of the Arrangement.

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 the Company, 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 consummation and timing for completion of the Arrangement; the effects of the Arrangement; the achievement of the milestones related to the CVRs; the satisfaction of the conditions precedent to the Arrangement; the timing of the Final Order hearing; and the listing of the CVRs on the TSX. Investors are cautioned that forward-looking statements are based on the opinions, assumptions and estimates of management 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 Arrangement will not be completed on the terms contemplated in the arrangement agreement between the Company and Agnico Eagle dated April 17, 2026 or in the expected timeframe or at all; the conditions precedent to the Arrangement not being satisfied by Rupert or Agnico Eagle in the expected timeframe or at all; pending or potential litigation associated with the Arrangement; the failure to realize the anticipated benefits of the Arrangement in the expected timeframe or at all; and the conditions to listing the CVRs on the TSX may not be satisfied in the expected timeframe or at all. Additional risk factors are discussed or referred to in the Circular and in the Company’s most recent Annual Information Form, for the year ended December 31, 2025, available under Rupert’s issuer profile 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 the Company has 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, the Company does not intend, and does 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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Contacts:

For further information on Rupert, please contact:

Graham Crew | Chief Executive Officer
Michael Stoner | Corporate Development & Investor Relations
info@rupertresources.com

Source: Rupert Resources Ltd.