TORONTO–(BUSINESS WIRE)–May 28, 2026–Rupert Resources Ltd. (TSX: RUP, OTCQX: RUPRF, FSE:R05) (“Rupert” or the “Company”) announced today that two leading independent proxy advisory firms, including Institutional Shareholder Services Inc. (“ISS”), have each recommended that holders (“Shareholders”) of the Company’s common shares (the “Shares”) vote FOR the special resolution (the “Arrangement Resolution”) approving the previously announced plan of 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 (the “Arrangement”). The Arrangement Resolution will be considered for approval at the special meeting of securityholders of the Company (the “Meeting”) to be held on June 9, 2026 at 10:30 a.m. (Toronto time).
Pursuant to the Arrangement, each Share (other than Shares owned by Agnico Eagle and its affiliates and any dissenting Shareholders) will be exchanged for: (i) upfront consideration of 0.0401 of a common share of Agnico Eagle; and (ii) contingent consideration of up to $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”).
Securityholders Encouraged to Vote Ahead of the Proxy Deadline
The board of directors of the Company recommends that Rupert securityholders vote FOR the Arrangement now, and in any event, in advance of the proxy voting deadline of Friday, June 5, 2026 at 10:30 a.m. (Toronto time).
The Company’s notice of meeting, Circular and other related meeting materials have been mailed to securityholders and can also be accessed online under Rupert’s issuer profile on SEDAR+ at www.sedarplus.ca and on Rupert’s website at www.rupertresources.com/special-meeting/.
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 close of business on May 1, 2026 (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 Investor Communications Solutions (“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 proxieswith respect to the matters to be considered at the Meeting.
If you are a Rupert securityholder and requireassistance in your consideration of the Arrangement or in completing your form of proxy or voting instruction form, please contact Laurel Hill by telephoneat 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.
