Mr. Matti Talikka reports
AURION RESOURCES LTD. FILES MANAGEMENT INFORMATION CIRCULAR FOR SPECIAL MEETING OF SECURITYHOLDERS IN CONNECTION WITH PROPOSED PLAN OF ARRANGEMENT WITH AGNICO EAGLE MINES LIMITED
Aurion Resources Ltd. has filed and is in the process of mailing its management information circular and related materials for the company's special meeting of holders of common shares of Aurion and holders of warrants to purchase shares, to be held in a virtual-only format on Friday, June 5, 2026, at 12:30 p.m. (Toronto time) via live audio webcast on-line. The meeting materials are now available under Aurion's issuer profile at SEDAR+ and on Aurion's website.
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Aurion's board of directors (with an interested director recusing himself) unanimously approved the arrangement and recommends that securityholders vote for the arrangement resolution at the meeting.
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Your vote is important no matter how many shares or warrants you hold. Vote today.
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Securityholders who have questions or need assistance with voting their shares or warrants should contact Aurion's proxy solicitation agent and shareholder communications advisor Laurel Hill Advisory Group
by telephone at 1-877-452-7184 (416-304-0211 for shareholders outside North America), by texting "info" to either number or by e-mail at assistance@laurelhill.com.
The meeting will be held for securityholders to consider and vote on a special resolution to approve the previously announced plan of arrangement, pursuant to which Agnico Eagle Mines 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:
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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 ending on 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.
- 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.
Support for the arrangement
Agnico has entered into voting and support agreements (each, a D&O voting and support agreement) with each director and officer of the company, who collectively beneficially own or exercise control or direction over an aggregate of 17,602,025 Aurion shares representing approximately 10.4 per cent of the issued and outstanding Aurion shares as of the record date for the meeting, pursuant to which each director and officer of the company has agreed, subject to the terms and conditions of the relevant D&O voting and support agreement, to vote all of their Aurion shares in favour of the arrangement resolution.
Agnico has also entered into a voting and support agreement with Global Strategic Asset Management doing business as Adrian Day Asset Management (ADAM), which beneficially owns or exercises control or direction over an aggregate of 8,354,450 Aurion shares representing approximately 5.0 per cent of the issued and outstanding Aurion shares as of the record date for the meeting, pursuant to which ADAM has agreed, subject to the terms and conditions of the ADAM voting and support agreement, to, vote all of the Aurion shares over which ADAM exercises voting control or direction in favour of the arrangement resolution.
The supporting shareholders collectively beneficially own or exercise control or direction over an aggregate of 25,956,475 Aurion shares, representing approximately 15.4 per cent of the issued and outstanding Aurion shares as of the record date for the meeting.
Virtual meeting
The board has fixed the close of business on May 6, 2026, as the record date for determining the securityholders entitled to receive notice of and vote at the meeting. Aurion is conducting the meeting in a virtual-only format that will allow registered holders of Aurion shares and 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 in order to provide securityholders with an equal opportunity to attend and participate at the meeting, regardless of their geographic location and circumstances. 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 shareholder 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 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 metals exploration opportunities and advance them through direct exploration by our 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 B2Gold Corp., Kinross Gold Corp. and KoBold Metals Company in Finland.
We seek Safe Harbor.
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