TORONTO May 13, 2026 /BusinessWire: Rupert Resources Ltd (TSX: RUP, OTCQX: RUPRF, FSE:R05) (“Rupert” or the “Company”) announced today that it has filed and is in the process of mailing its management information circular (the “Circular”) and related materials for the special meeting (the “Meeting”) of holders (“Shareholders”) of its common shares (the “Shares”), the holders (“Optionholders”) of options to purchase Shares (“Options”), the holders (“DSU Holders”) of its deferred share units (“DSUs”), the holders (“PSU Holders”) of its performance share units (“PSUs”) and the holders (“RSU Holders” and, collectively with the Shareholders, Optionholders, DSU Holders and PSU Holders, the “Securityholders”) of its restricted share units (“RSUs” and, collectively with the Shares, Options, DSUs and PSUs, the “Securities”) to be held to approve the previously announced plan of arrangement (the “Arrangement”) 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. All dollar amounts in this news release are stated in Canadian dollars.
The Consideration
Pursuant to the Arrangement, each Share will be exchanged for: (i) upfront consideration of 0.0401 of a common share of Agnico Eagle (the “Share Consideration”); and (ii) contingent consideration of up to $3.00, in the form of a contingent value right (a “CVR”, and together with the Share Consideration, the “Consideration”), 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 Circular.
Unanimous Board Recommendation
The Board of Directors of Rupert (the “Board”) (with Agnico Eagle’s nominee director recusing herself), after careful consideration and having received the unanimous recommendation of the special committee of the Board comprised of independent directors (the “Special Committee”) and advice from Rupert’s legal and financial advisors, the Formal Valuation and the Fairness Opinions (each as defined below), unanimously recommends that Securityholders vote FOR the Arrangement.
Reasons for the Recommendation
In reaching the conclusion to recommend that Securityholders vote FOR the Arrangement, the Board (with Agnico Eagle’s nominee director recusing herself), on the recommendation of the Special Committee, with the assistance of its outside legal and financial advisors, carefully reviewed, considered and relied upon a number of factors, including, among others, the following:
A full description of the factors considered by the Special Committee and the Board is included in the Circular under the heading “The Arrangement – Reasons for the Recommendations”.
Meeting Information and Circular
The Meeting is scheduled to be held virtually via live audio webcast available online at meetnow.global/MQNJC67 on June 9, 2026 at 10:30 a.m. (Toronto Time).The Board has fixed the close of business (Toronto Time) on May 1, 2026 as the record date (the “Record Date”) for the determination of Securityholders entitled to receive notice of and to vote at the Meeting and any postponement or adjournment of the Meeting.
In order to proceed, the Arrangement must be approved 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.
The Arrangement is also subject to a number of conditions other than Securityholder approval, which are described in the Circular. These conditions must be satisfied or waived for the completion of the Arrangement to occur. As a result, even if the Arrangement is approved by Securityholders at the Meeting, there is no assurance that the Arrangement will ultimately be completed (or as to the timing of completion). If all of the conditions to completion of the Arrangement are satisfied or waived, we currently anticipate that closing will occur by the end of June 2026.
The Circular provides important information on the Arrangement as well as related matters, including voting procedures, how to attend the virtual Meeting and instructions for Securityholders unable to attend the Meeting. Securityholders are urged to read the Circular and its appendices carefully and in their entirety. The Circular is available under Rupert’s issuer profile on SEDAR+ at www.sedarplus.ca and on Rupert’s website at www.rupertresources.com/special-meeting/.
Vote Today FOR the Arrangement
Your vote is important regardless of the number of Securities you own. If you are unable to be virtually present at the Meeting, we encourage 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 of 10:30 a.m. (Toronto Time) on June 5, 2026. The method in which Securityholders may vote is dependent on the manner in which their Securities are held.
Registered Securityholders as of the Record Date, being Shareholders holding their Shares with a physical certificate or direct registration system (“DRS”) statement and Optionholders, DSU Holders, PSU Holders and RSU Holders will receive a 15-digit control number with the Circular and can vote using the methods outlined on the form of proxy and summarized below.
Non-registered (beneficial) Shareholders as of the Record Date, being Shareholders who hold their Shares with a broker, bank or other intermediary, should carefully follow the instructions on the voting instruction form that they receive from their intermediary in order to vote the Shares that are held through that intermediary. Most intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically prepares a voting instruction form with a 16-digit control number that it delivers to non-registered (beneficial) Shareholders and asks them to return instructions directly to Broadridge. For your Shares to be voted, you must follow the instructions on the voting instruction form that is provided to you.
| Voting Method | Registered Securityholders If (i) your Shares are held in your name and represented by a physical certificate or DRS statement or you are an Optionholder, DSU Holder, PSU Holder or RSU Holder and (ii) you have a 15-digit control number. | Non-Registered (Beneficial) Shareholders If your Shares are held with a broker, bank or other intermediary and have a 16-digit control number. |
| Internet @ | Go to www.investorvote.com. Enter the 15-digit control number printed on the form of proxy and follow the instructions on screen. | Go to www.proxyvote.com. Enter the 16-digit control number printed on the voting instruction form and follow the instructions on screen. |
| Telephone | Call 1-866-732-VOTE (8683) from a touch tone phone and follow the automatic voice recording instructions to vote. You will need your 15-digit control number to vote. | Complete, date, and sign the voting instruction form and fax it to the number listed on the voting instruction form. |
| Mail | Complete, sign and date the form of proxy and send it in the enclosed postage paid envelope to: Computershare Investor Services Inc. Attention: Proxy Department 320 Bay Street, 14th Floor Toronto, Ontario M5H 4A6 | Enter your voting instructions, sign and date the voting instruction form, and return the completed voting instruction form in the enclosed postage paid envelope. |
The proxy voting deadline is 10:30 a.m. (Toronto Time) on June 5, 2026. The voting instruction form must be returned to Broadridge (or other intermediary) well in advance of that date to have the Shares voted.
Securityholder Questions and Assistance
The Company has retained Laurel Hill Advisory Group (“Laurel Hill”) to assist in the solicitation of proxies with respect to the matters to be considered at the Meeting.
If you are a Securityholder and have any questions regarding the information contained in the Circular or require assistance in completing your form of proxy or voting instruction form, please contact Laurel Hill by telephone at 1-877-452-7184 (toll-free in Canada and the United States) or 1-416-304-0211 (International), by texting “INFO” to either number, or by email at assistance@laurelhill.com.
For questions on how to complete the Letter of Transmittal that must be submitted by registered Shareholders to receive the Consideration, please contact Computershare Investor Services Inc., which is acting as depositary for the Arrangement, by telephone at 1 (800) 564-6253 (toll-free in North America) or (514) 982-7555 (outside North America), by facsimile at (905) 771-4082 or by email at corporateactions@computershare.com.
Receipt of Interim Court Order
On May 7, 2026, the Supreme Court of British Columbia (the “Court”) granted an interim order providing for the calling and holding of the Meeting, the granting of dissent rights and addressing other procedural matters related to the conduct of the Meeting (the “Interim Order”). A copy of the Interim Order is appended to the Circular. The anticipated hearing date for the application for the final order of the Court is June 11, 2026.
