Aurion Resources Ltd (QX) (AIRRF)

AURION OBTAINS SECURITYHOLDER APPROVAL FOR PLAN OF ARRANGEMENT WITH AGNICO EAGLE MINES LIMITEDJune 5, 2026 5:35 PM
PR Newswire (Canada) ST. JOHN'S, NL, June 5, 2026 /CNW/ - Aurion Resources Ltd. (TSXV: AU) (OTCQX: AIRRF) ("Aurion") is pleased to announce that, at its special meeting (the "Meeting") of the holders ("Shareholders") of common shares of Aurion (the "Aurion Shares") and the holders ("Warrantholders" and, together with the Shareholders, the "Securityholders") of warrants of Aurion (the "Aurion Warrants") held earlier today, the Securityholders approved a special resolution (the "Arrangement Resolution") approving the previously announced plan of arrangement (the "Arrangement"), pursuant to which Agnico Eagle Mines Limited ("Agnico") will acquire all of the issued and outstanding Aurion Shares (other than Aurion Shares held by Agnico or any of its affiliates) for cash consideration of C$2.60 for each Aurion Share held.Voting Results The Arrangement Resolution was required to be approved by an affirmative vote of at least: (i) two-thirds (66?%) of the votes cast on the Arrangement Resolution by Shareholders, voting as a single class with one vote for each Aurion Share held; (ii) two-thirds (66?%) of the votes cast on the Arrangement Resolution by Shareholders and Warrantholders, voting as a single class, with one vote for each Aurion Share and Aurion Warrant held; and (iii) a simple majority of the votes cast on the Arrangement Resolution by Shareholders, excluding any votes cast in respect of any Aurion Shares by any person required to be excluded in accordance with Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions ("MI 61-101").The following is a summary of the votes cast on the Arrangement Resolution:
Votes For    % of Votes CastAll Shareholders96,594,85599.94 %All Shareholders and Warrantholders96,594,85599.94 %All Shareholders except those required to be
excluded under MI 61-10196,382,85599.94 %Final Order and Anticipated Closing DateAurion will seek a final order of the Supreme Court of British Columbia (the "Final Order") approving the Arrangement. The hearing of the application for the Final Order is expected to take place on or about June 10, 2026. Subject to receipt of the Final Order and the final approval from the TSX Venture Exchange and the satisfaction or waiver of certain other conditions to closing of the Arrangement as set out in the arrangement agreement dated April 17, 2026 between Aurion and Agnico (the "Arrangement Agreement"), the Arrangement is anticipated to be completed on or about June 15, 2026.Further information regarding the Arrangement is provided in Aurion's management information circular dated May 8, 2026, a copy of which is available on SEDAR+ under Aurion's issuer profile at www.sedarplus.ca and on Aurion's website at www.aurionresources.com.About AurionAurion is a Canadian exploration company listed on the TSXV 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 Agnico and KoBold Metals Company in Finland.On behalf of Aurion Resources Ltd.Matti Talikka, Chief Executive Officer, DirectorWebsite: www.aurionresources.comCautionary Statement Regarding Forward-Looking StatementsCertain of the statements and information in this news release constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian provincial securities laws. Forward-looking statements and information can be identified by statements that certain actions, events or results "could", "may", "should", "will" or "would" be taken, occur or achieved. All statements, other than statements of historical fact, are forward-looking statements or information. Forward-looking statements or information in this news release relate to, among other things: the anticipated effects of the Arrangement; Aurion's application for the Final Order; the anticipated timing of the hearing for the Final Order; receipt of the Final Order; receipt of TSXV approval; the satisfaction or waiver of certain other conditions to closing of the Arrangement as set out in the Arrangement Agreement; and the anticipated timing of the closing of the Arrangement.The forward-looking statements and information contained in this news release reflect Aurion's current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by Aurion, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies.Aurion cautions the reader that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this news release and Aurion has made assumptions and estimates based on or related to many of these factors. In addition, in connection with the forward-looking statements contained in this press release, Aurion has made certain assumptions, including the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory and court approvals; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Arrangement, and other expectations and assumptions concerning the proposed Arrangement. The anticipated dates indicated may change for a number of reasons, including the necessary regulatory and court approvals, or the necessity to extend the time limits for satisfying the other conditions for the completion of the proposed Arrangement. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking financial information and statements are the following: the failure of the parties to obtain the necessary regulatory and court approvals or to otherwise satisfy the conditions for the completion of the Arrangement; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; significant transaction costs or unknown liabilities; the failure to realize the expected benefits of the Arrangement; the effect of the announcement of the Arrangement on the ability of Aurion to retain and hire key personnel and maintain business relationships; the market price of the Aurion Shares and business generally; potential legal proceedings relating to the Arrangement and the outcome of any such legal proceeding; the inherent risks, costs and uncertainties associated with transitioning the business successfully and risks of not achieving all or any of the anticipated benefits of the Arrangement, or the risk that the anticipated benefits of the Arrangement may not be fully realized or take longer to realize than expected; the occurrence of any event, change or other circumstances that could give rise to the termination of the Arrangement Agreement and general economic conditions. Failure to obtain the necessary regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions for the completion of the Arrangement, may result in the Arrangement not being completed on the proposed terms or at all. In addition, if the Arrangement is not completed, and Aurion continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources by Aurion to the completion of the Arrangement could have an impact on its business and strategic relationships, including with future and prospective employees, customers, suppliers and partners, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Additional risks, uncertainties and other factors are identified in Aurion's management information circular dated May 8, 2026 and Aurion's most recent management's discussion and analysis, each of which has been filed with the Canadian provincial securities regulatory authorities, as applicable.Although Aurion has attempted to identify important factors that could cause actual results to differ materially from those set out or implied by the forward-looking statements and information, this list is not exhaustive and there may be other factors that cause results not to be as anticipated, estimated, described or intended. Investors should use caution when considering, and should not place undue reliance on any, forward-looking statements and information. Forward-looking statements and information are designed to help readers understand Aurion's current views in respect of the Arrangement and related matters and may not be appropriate for other purposes. Aurion does not intend, nor does it assume any obligation to update or revise forward-looking statements or information, whether as a result of new information, changes in assumptions, future events or otherwise, except to the extent required by law.This news release does not constitute (and may not be construed to be) a solicitation or offer by Aurion or any of its respective directors, officers, employees, representatives or agents to buy or sell any securities of any person in any jurisdiction, or a solicitation of a proxy of any securityholder of any person in any jurisdiction, in each case, within the meaning of applicable laws.Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. SOURCE Aurion Resources Ltd. Original: AURION OBTAINS SECURITYHOLDER APPROVAL FOR PLAN OF ARRANGEMENT WITH AGNICO EAGLE MINES LIMITED

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 LIMITEDMay 29, 2026 8:00 AM
PR Newswire (Canada) Your vote is important no matter how many Aurion shares or warrants you ownAurion's board of directors (with an interested director recusing himself) unanimously recommends that securityholders vote FOR the Arrangement ResolutionSecurityholders who have questions or need assistance with voting their shares or warrants should contact Aurion's proxy solicitation agent and securityholder communications advisor Laurel Hill Advisory Group by telephone at 1-877-452-7184 (416-304-0211 for securityholders outside North America), by texting "INFO" to either number or by email at assistance@laurelhill.com. ST. JOHN'S, NL, May 29, 2026 /CNW/ - Aurion Resources Ltd. (TSXV: AU) (OTCQX: AIRRF) ("Aurion" or the "Company") is pleased to announce that two leading independent proxy advisory firms, Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), have each recommended that holders ("Shareholders") of common shares of Aurion ("Aurion Shares") and the holders ("Warrantholders" and, together with the Shareholders, the "Securityholders") of warrants to purchase Aurion Shares, vote FOR a special resolution (the "Arrangement Resolution") to approve the previously announced plan of arrangement (the "Arrangement"), pursuant to which Agnico Eagle Mines Limited ("Agnico") 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 (the "Consideration").Board RecommendationAurion's board of directors (the "Board") (with an interested director recusing himself), based in part on the unanimous recommendation of a special committee of the Board (the "Special Committee") and the fairness opinions received by the Special Committee from an independent advisor, 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 RecommendationIn 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% to the closing price of the Aurion Shares on the TSX Venture Exchange (the "TSXV") on April 17, 2026, the last trading day prior to the announcement of the Arrangement, and a premium of approximately 45% to the Company's 20-day volume weighted average price of the Aurion Shares on the TSXV for the period ending on April 17, 2026.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 to the risks, uncertainties, difficulties and longer potential timeline for realizing equivalent value from the Company's business.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 track 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 standalone 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 to that available under the Arrangement.Information Regarding Aurion's Special Meeting of Securityholders Aurion's special meeting of Securityholders (the "Meeting") 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) via live audio webcast online at https://meetnow.global/MXR56MR. 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 online 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. Aurion's management information circular dated May 8, 2026 (the "Circular") and related materials are available under Aurion's issuer profile on SEDAR+ at www.sedarplus.ca and on Aurion's website at www.aurionresources.com.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, 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 on Wednesday June 3, 2026 at 12:30 p.m. (Toronto time).Securityholder Questions and Voting AssistanceSecurityholders 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 advisor: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 Email: assistance@laurelhill.com.About AurionAurion 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 Agnico Eagle Mines Limited and KoBold Metals Company in Finland.On behalf of Aurion Resources Ltd.Matti Talikka, Chief Executive Officer, DirectorWebsite: www.aurionresources.comCautionary Statement Regarding Forward-Looking StatementsCertain of the statements and information in this news release constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian provincial securities laws. Forward-looking statements and information can be identified by statements that certain actions, events or results "could", "may", "should", "will" or "would" be taken, occur or achieved. All statements, other than statements of historical fact, are forward-looking statements or information. Forward-looking statements or information in this news release relate to, among other things: the anticipated benefits of the Arrangement; the timing of the Meeting and the deadline for delivery of proxies; the anticipated benefits of the Arrangement for Aurion.The forward-looking statements and information contained in this news release reflect Aurion's current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by Aurion, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies.Aurion cautions the reader that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this news release and Aurion has made assumptions and estimates based on or related to many of these factors. In addition, in connection with the forward-looking statements contained in this press release, Aurion has made certain assumptions, including the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and Securityholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Arrangement; the possibility that the Meeting will be adjourned or postponed for any reason; and other expectations and assumptions concerning the proposed Arrangement. The anticipated dates indicated may change for a number of reasons, including the necessary regulatory, court and Securityholder approvals, the necessity to extend the time limits for satisfying the other conditions for the completion of the proposed Arrangement or the ability of the Board to consider and approve, subject to compliance by Aurion of its obligations under the arrangement agreement dated April 17 between the Company and Agnico (the "Arrangement Agreement"), a superior proposal for Aurion.Among the key factors that could cause actual results to differ materially from those projected in the forward-looking financial information and statements are the following: the failure of the parties to obtain the necessary regulatory, court and Securityholder approvals or to otherwise satisfy the conditions for the completion of the Arrangement; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; significant transaction costs or unknown liabilities; the ability of the Board to consider and approve, subject to compliance by Aurion with its obligations under the Arrangement Agreement, a superior proposal for Aurion; the failure to realize the expected benefits of the Arrangement; the effect of the announcement of the Arrangement on the ability of Aurion to retain and hire key personnel and maintain business relationships; the market price of the Aurion Shares and business generally; potential legal proceedings relating to the Arrangement and the outcome of any such legal proceeding; the inherent risks, costs and uncertainties associated with transitioning the business successfully and risks of not achieving all or any of the anticipated benefits of the Arrangement, or the risk that the anticipated benefits of the Arrangement may not be fully realized or take longer to realize than expected; the occurrence of any event, change or other circumstances that could give rise to the termination of the Arrangement Agreement and general economic conditions. Failure to obtain the necessary regulatory, court and Securityholder approvals, or the failure of the parties to otherwise satisfy the conditions for the completion of the Arrangement, may result in the Arrangement not being completed on the proposed terms or at all. In addition, if the Arrangement is not completed, and Aurion continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources by Aurion to the completion of the Arrangement could have an impact on its business and strategic relationships, including with future and prospective employees, customers, suppliers and partners, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Additional risks, uncertainties and other factors are identified in the Circular and Aurion's most recent management's discussion and analysis, which has been filed with the Canadian provincial securities regulatory authorities, as applicable.Although Aurion has attempted to identify important factors that could cause actual results to differ materially from those set out or implied by the forward-looking statements and information, this list is not exhaustive and there may be other factors that cause results not to be as anticipated, estimated, described or intended. Investors should use caution when considering, and should not place undue reliance on any, forward-looking statements and information. Forward-looking statements and information are designed to help readers understand Aurion's current views in respect of the Arrangement and related matters and may not be appropriate for other purposes. Aurion does not intend, nor does it assume any obligation to update or revise forward-looking statements or information, whether as a result of new information, changes in assumptions, future events or otherwise, except to the extent required by law.This news release does not constitute (and may not be construed to be) a solicitation or offer by Aurion or any of its respective directors, officers, employees, representatives or agents to buy or sell any securities of any person in any jurisdiction, or a solicitation of a proxy of any securityholder of any person in any jurisdiction, in each case, within the meaning of applicable laws.Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. SOURCE Aurion Resources Ltd. Original: 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

AURION RESOURCES LTD. FILES MANAGEMENT INFORMATION CIRCULAR FOR SPECIAL MEETING OF SECURITYHOLDERS IN CONNECTION WITH PROPOSED PLAN OF ARRANGEMENT WITH AGNICO EAGLE MINES LIMITEDMay 15, 2026 8:00 AM
PR Newswire (Canada) 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 MeetingYour vote is important no matter how many shares or warrants you hold. Vote today.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 email at assistance@laurelhill.com.ST. JOHN'S, NL, May 15, 2026 /CNW/ - Aurion Resources Ltd. (TSXV: AU) (OTCQX: AIRRF) ("Aurion" 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 Company's special meeting (the "Meeting") of holders ("Shareholders") of common shares of Aurion (the "Aurion Shares") and holders ("Warrantholders", and collectively with the Shareholders, the "Securityholders") 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 online at https://meetnow.global/MXR56MR. The Meeting materials are now available under Aurion's issuer profile at www.sedarplus.ca and on Aurion's website at www.aurionresources.com.The  Meeting will be held for Securityholders to consider and vote on a special resolution (the "Arrangement Resolution") to approve the previously announced plan of arrangement (the "Arrangement"), pursuant to which Agnico Eagle Mines Limited ("Agnico") 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 (the "Consideration").Board RecommendationAurion's board of directors (the "Board") (with an interested director recusing himself), based in part on the unanimous recommendation of a special committee of the Board (the "Special Committee") and the fairness opinions (the "Fairness Opinions") received by the Special Committee from an independent advisor, Haywood Securities Inc. ("Haywood") and by the Board from Stifel Nicolaus Canada Inc. ("Stifel"), 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 RecommendationIn 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% to the closing price of the Aurion Shares on the TSX Venture Exchange (the "TSXV") on April 17, 2026, the last trading day prior to the announcement of the Arrangement, and a premium of approximately 45% to the Company's 20-day volume weighted average price of the Aurion Shares on the TSXV for the period ending on April 17, 2026.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 to the risks, uncertainties, difficulties and longer potential timeline for realizing equivalent value from the Company's business.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 track 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 standalone 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 to that available under the Arrangement.Support for the ArrangementAgnico 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% 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 (the "ADAM Voting and Support Agreement") with Global Strategic Asset Management d/b/a Adrian Day Asset Management ("ADAM", and together with the directors and officers of the Company, the "Supporting Shareholders"), which beneficially owns or exercises control or direction over an aggregate of 8,354,450 Aurion Shares representing approximately 5.0% 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% of the issued and outstanding Aurion Shares as of the record date for the Meeting.Virtual MeetingThe 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 ("Registered Shareholders") and Warrantholders as of the record date for the Meeting, and their duly appointed proxyholders (including non-registered beneficial Shareholders ("Non-Registered Shareholders") who have appointed themselves as proxyholders), to participate online 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, 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 on Wednesday June 3, 2026, at 12:30 p.m. (Toronto time).Securityholder Questions and Voting AssistanceSecurityholders 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 advisor: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 Email: assistance@laurelhill.com.About AurionAurion is a Canadian exploration company listed on the TSXV 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 Corporation and KoBold Metals Company in Finland.On behalf of Aurion Resources Ltd.Matti Talikka, Chief Executive Officer, Director
Website: www.aurionresources.comCautionary Statement Regarding Forward-Looking StatementsCertain of the statements and information in this news release constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian provincial securities laws. Forward-looking statements and information can be identified by statements that certain actions, events or results "could", "may", "should", "will" or "would" be taken, occur or achieved. All statements, other than statements of historical fact, are forward-looking statements or information. Forward-looking statements or information in this news release relate to, among other things: the timing for mailing of the Circular and related materials for the Meeting; the anticipated benefits of the Arrangement for Aurion; and receipt of Securityholder approval in respect of the Arrangement Resolution.The forward-looking statements and information contained in this news release reflect Aurion's current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by Aurion, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies.Aurion cautions the reader that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this news release and Aurion has made assumptions and estimates based on or related to many of these factors. In addition, in connection with the forward-looking statements contained in this press release, Aurion has made certain assumptions, including the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and Securityholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Arrangement, and other expectations and assumptions concerning the proposed Arrangement. The anticipated dates indicated may change for a number of reasons, including the necessary regulatory, Securityholder and court approvals, the necessity to extend the time limits for satisfying the other conditions for the completion of the proposed Arrangement or the ability of the Board to consider and approve, subject to compliance by Aurion of its obligations under the Arrangement Agreement, a superior proposal for Aurion. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking financial information and statements are the following: the failure of the parties to obtain the necessary Securityholder, regulatory and court approvals or to otherwise satisfy the conditions for the completion of the Arrangement; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; significant transaction costs or unknown liabilities; the ability of the Board to consider and approve, subject to compliance by Aurion with its obligations under the Arrangement Agreement, a superior proposal for Aurion; the failure to realize the expected benefits of the Arrangement; the effect of the announcement of the Arrangement on the ability of Aurion to retain and hire key personnel and maintain business relationships; the market price of the Aurion Shares and business generally; potential legal proceedings relating to the Arrangement and the outcome of any such legal proceeding; the inherent risks, costs and uncertainties associated with transitioning the business successfully and risks of not achieving a l or any of the anticipated benefits of the Arrangement, or the risk that the anticipated benefits of the Arrangement may not be fully realized or take longer to realize than expected; the occurrence of any event, change or other circumstances that could give rise to the termination of the Arrangement Agreement and general economic conditions. Failure to obtain the necessary Securityholder, regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions for the completion of the Arrangement, may result in the Arrangement not being completed on the proposed terms or at all. In addition, if the Arrangement is not completed, and Aurion continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources by Aurion to the completion of the Arrangement could have an impact on its business and strategic relationships, including with future and prospective employees, customers, suppliers and partners, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Additional risks, uncertainties and other factors are identified in Aurion's most recent management's discussion and analysis, which has been filed with the Canadian provincial securities regulatory authorities, as applicable. Although Aurion has attempted to identify important factors that could cause actual results to differ materially from those set out or implied by the forward-looking statements and information, this list is not exhaustive and there may be other factors that cause results not to be as anticipated, estimated, described or intended. Investors should use caution when considering, and should not place undue reliance on any, forward-looking statements and information. Forward-looking statements and information are designed to help readers understand Aurion's current views in respect of the Arrangement and related maters and may not be appropriate for other purposes. Aurion does not intend, nor does it assume any obligation to update or revise forward-looking statements or information, whether as a result of new information, changes in assumptions, future events or otherwise, except to the extent required by law.This news release does not constitute (and may not be construed to be) a solicitation or offer by Aurion or any of its respective directors, officers, employees, representatives or agents to buy or sell any securities of any person in any jurisdiction, or a solicitation of a proxy of any securityholder of any person in any jurisdiction, in each case, within the meaning of applicable laws.Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. SOURCE Aurion Resources Ltd. Original: 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 OBTAINS INTERIM ORDER FOR PLAN OF ARRANGEMENT AND PROVIDES DETAILS OF SPECIAL MEETINGMay 8, 2026 8:00 AM
PR Newswire (Canada) ST. JOHN'S, NL, May 8, 2026 /CNW/ - Aurion Resources Ltd. (TSXV: AU) (OTCQX: AIRRF) ("Aurion") announces that, further to its news release disseminated on April 20, 2026 (the "Prior Release"), it has obtained an interim order (the "Interim Order") of the Supreme Court of British Columbia in connection with the proposed arrangement (the "Arrangement") involving Aurion and Agnico Eagle Mines Limited ("Agnico") to be implemented pursuant to a statutory plan of arrangement under the Business Corporations Act (British Columbia).The Interim Order provides for the holding of a special meeting (the "Special Meeting") of the holders (the "Shareholders") of common shares of Aurion (the "Aurion Shares") and holders (the "Warrantholders") of warrants of Aurion (the "Aurion Warrants") to consider and vote on a special resolution approving the Arrangement (the "Arrangement Resolution"). The Special Meeting will be held in a virtual-only format on Friday, June 5, 2026 at 12:30 p.m. (Toronto time) via live audio webcast online at https://meetnow.global/MXR56MR. The board of directors of Aurion (the "Board") has fixed the close of business on May 6, 2026 as the record date for determining Shareholders and Warrantholders entitled to receive notice of and vote at the Special Meeting.Meeting MaterialsIn connection with the Special Meeting, Aurion will be mailing a notice of meeting, a management information circular (the "Circular"), forms of proxy, letters of transmittal and related meeting materials (collectively, the "Meeting Materials") to Shareholders and Warrantholders. Shareholders and Warrantholders are urged to carefully review all Meeting Materials as they contain important information concerning the Arrangement and the rights and entitlements of the Shareholders and Warrantholders in relation thereto. The Meeting Materials will also be available on SEDAR+ under Aurion's issuer profile at www.sedarplus.ca and on Aurion's website at www.aurionresources.com.Final Order and Completion DateThe terms of the Arrangement are summarized in the Prior Release and full details of the Arrangement will be set out in the Circular. The application for the final order of the Court (the "Final Order") approving the Arrangement is currently expected to take place on or about June 10, 2026. Subject to receipt of the Final Order, the required approvals from the Shareholders and Warrantholders at the Special Meeting, the final approval from the TSX Venture Exchange ("TSXV") and the satisfaction or waiver of certain other conditions to closing of the Arrangement as set out in the arrangement agreement dated April 17, 2026 between Aurion and Agnico (the "Arrangement Agreement"), the Arrangement is anticipated to be completed in the third quarter of 2026.Voting RequirementsIn order to become effective, the Arrangement Resolution must be approved by an affirmative vote of at least: (i) two-thirds (66?%) of the votes cast on the Arrangement Resolution by Shareholders, voting as a single class with one vote for each Aurion Share held; (ii) at least two-thirds (66?%) of the votes cast on the Arrangement Resolution by Shareholders and Warrantholders, voting as a single class with one vote for each Aurion Share and Aurion Warrant held; and (iii) a simple majority of the votes cast on the Arrangement Resolution by the Shareholders, excluding any votes cast in respect of any Aurion Shares by any person required to be excluded in accordance with Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions, as will be further described in the Circular.To be valid, proxies must be received by Computershare Trust Company of Canada no later than 12:30 p.m. (Toronto time) on Wednesday, June 3, 2026. Non-registered Shareholders that hold Aurion Shares through a broker, bank, custodian or other intermediary should carefully follow the instructions provided by their intermediary to ensure that their Aurion Shares are voted at the Special Meeting in accordance with their voting instructions. A non-registered Shareholder's voting instructions must be received in sufficient time to allow them to be forwarded by the non-registered Shareholder's intermediary to Computershare before 12:30 p.m. (Toronto time) on Wednesday, June 3, 2026.The Board (with an interested director having recused himself due to his interest in the Arrangement) has unanimously determined that the Arrangement is fair and reasonable to the Shareholders and Warrantholders and in the best interests of Aurion. The Board recommends that the Shareholders and Warrantholders vote FOR the Arrangement Resolution.Shareholder Questions and AssistanceIf you have any questions or require more information with regard to the procedures for voting or completing your transmittal documentation, please contact Aurion's proxy solicitation agent and securityholder communications advisor, Laurel Hill Advisory Group, by calling toll free in North America at 1-877-452-7184, or outside of North America or by text message at 416-304-0211, or by email at assistance@laurelhill.com.About AurionAurion is a Canadian exploration company listed on the TSXV 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 Corporation and KoBold Metals Company in Finland.On behalf of Aurion Resources Ltd.Matti Talikka, Chief Executive Officer, DirectorWebsite: www.aurionresources.comCautionary Statement Regarding Forward-Looking StatementsCertain of the statements and information in this news release constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian provincial securities laws. Forward-looking statements and information can be identified by statements that certain actions, events or results "could", "may", "should", "will" or "would" be taken, occur or achieved. All statements, other than statements of historical fact, are forward-looking statements or information. Forward-looking statements or information in this news release relate to, among other things: the timing for mailing of the Meeting Materials; anticipated timing of Aurion's application for the Final Order; receipt of the Final Order; receipt of Shareholder and Warrantholder approval in respect of the Arrangement Resolution; receipt of TSXV approval and the satisfaction or waiver of certain other conditions to closing of the Arrangement as set out in the Arrangement Agreement; and the anticipated timing of the closing of the Arrangement.The forward-looking statements and information contained in this news release reflect Aurion's current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by Aurion, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies.Aurion cautions the reader that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this news release and Aurion has made assumptions and estimates based on or related to many of these factors. In addition, in connection with the forward-looking statements contained in this press release, Aurion has made certain assumptions, including the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Arrangement, and other expectations and assumptions concerning the proposed Arrangement. The anticipated dates indicated may change for a number of reasons, including the necessary regulatory, shareholder and court approvals, the necessity to extend the time limits for satisfying the other conditions for the completion of the proposed Arrangement or the ability of the Board to consider and approve, subject to compliance by Aurion of its obligations under the Arrangement Agreement, a superior proposal for Aurion. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking financial information and statements are the following: the failure of the parties to obtain the necessary shareholder, regulatory and court approvals or to otherwise satisfy the conditions for the completion of the Arrangement; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; significant transaction costs or unknown liabilities; the ability of the Board to consider and approve, subject to compliance by Aurion with its obligations under the Arrangement Agreement, a superior proposal for Aurion; the failure to realize the expected benefits of the Arrangement; the effect of the announcement of the Arrangement on the ability of Aurion to retain and hire key personnel and maintain business relationships; the market price of the Aurion Shares and business generally; potential legal proceedings relating to the Arrangement and the outcome of any such legal proceeding; the inherent risks, costs and uncertainties associated with transitioning the business successfully and risks of not achieving all or any of the anticipated benefits of the Arrangement, or the risk that the anticipated benefits of the Arrangement may not be fully realized or take longer to realize than expected; the occurrence of any event, change or other circumstances that could give rise to the termination of the Arrangement Agreement and general economic conditions. Failure to obtain the necessary shareholder, regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions for the completion of the Arrangement, may result in the Arrangement not being completed on the proposed terms or at all. In addition, if the Arrangement is not completed, and Aurion continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources by Aurion to the completion of the Arrangement could have an impact on its business and strategic relationships, including with future and prospective employees, customers, suppliers and partners, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Additional risks, uncertainties and other factors are identified in Aurion's most recent management's discussion and analysis, which has been filed with the Canadian provincial securities regulatory authorities, as applicable.Although Aurion has attempted to identify important factors that could cause actual results to differ materially from those set out or implied by the forward-looking statements and information, this list is not exhaustive and there may be other factors that cause results not to be as anticipated, estimated, described or intended. Investors should use caution when considering, and should not place undue reliance on any, forward-looking statements and information. Forward-looking statements and information are designed to help readers understand Aurion's current views in respect of the Arrangement and related matters and may not be appropriate for other purposes. Aurion does not intend, nor does it assume any obligation to update or revise forward-looking statements or information, whether as a result of new information, changes in assumptions, future events or otherwise, except to the extent required by law.This news release does not constitute (and may not be construed to be) a solicitation or offer by Aurion or any of its respective directors, officers, employees, representatives or agents to buy or sell any securities of any person in any jurisdiction, or a solicitation of a proxy of any securityholder of any person in any jurisdiction, in each case, within the meaning of applicable laws.Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. SOURCE Aurion Resources Ltd. Original: AURION OBTAINS INTERIM ORDER FOR PLAN OF ARRANGEMENT AND PROVIDES DETAILS OF SPECIAL MEETING

AGNICO EAGLE TO ACQUIRE AURION RESOURCES IN ALL-CASH TRANSACTION FOR APPROXIMATELY C$481 MILLIONApril 20, 2026 6:30 AM
PR Newswire (Canada)

Aurion shareholders to receive all-cash consideration of C$2.60 per Aurion SharePurchase price represents premium of approximately 46% to the closing price as of April 17, 2026Aurion board unanimously recommends Aurion shareholders vote in FAVOUR of the TransactionST. JOHN'S, NL, April 20, 2026 /CNW/ - Aurion Resources Ltd. (TSXV: AU) (OTCQX: AIRRF) ("Aurion") is pleased to announce that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") pursuant to which Agnico Eagle Mines Limited (TSX: AEM) NYSE: AEM) ("Agnico Eagle") has agreed to acquire all of the issued and outstanding common shares of Aurion (the "Aurion Shares"), other than the Aurion Shares currently held by Agnico Eagle, by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Transaction").Agnico Eagle is Canada's largest mining company and the second largest gold producer in the world, operating mines in Canada, Australia, Finland and Mexico. Agnico Eagle is advancing a pipeline of high-quality development projects in these regions to support sustainable growth over the next decade. The Transaction will expand Agnico Eagle's exploration footprint in the Central Lapland Greenstone Belt in Finland ("CLGB") and builds on more than 20 years of experience in the region, including permitting, exploration, construction and mining operations. Agnico Eagle is well positioned to responsibly advance the acquired properties through its established management, technical and exploration expertise, and strong relationships with governments, local communities and suppliers.Property HighlightsAurion has assembled a large, contiguous land position of approximately 761 km² within the CLGB, including its joint venture properties with B2Gold Corp. (the "Fingold JV"; 30% Aurion/70% B2Gold), Kinross Gold and KoBold Metals in Finland. These properties provide significant exploration upside across multiple targets, with over 20 discoveries since 2016.Risti property (100% owned) – The geologic setting and the style of mineralization at Kaaresselkä and Aamurusko resembles several recent and past discoveries such as Helmi (Fingold JV) and Ikkari (Rupert Resources) as well as the past producing Saattopora mine. The discovery hole at Aamurusko returned 789.06 grams per tonne ("g/t") gold over 2.90 metres (m) from 116.10 m. Recent drilling at Kaaresselkä continued to grow the mineralized system along 1.4 kilometres of strike and 250 m depth, with highlight intercepts of 10.93 g/t gold over 5.00 m from 289.90 m and 4.42 g/t gold over 32.55 m from 246.75 m.Fingold JV – The joint venture covers approximately 290 km2 along the major crustal scale Sirkka Shear Zone in the CLGB and includes a number of discoveries such as Helmi (2.05 g/t gold over 77.50 m), Kutuvuoma (16.47 g/t gold over 11.0 m), Soretiavuoma (48 g/t gold over 1.1 m), Sinermä (0.54 g/t gold over 40.2 m) and Kettukuusikko (4.33 g/t gold over 20.4 m).Aurion and the Fingold JV have continuously demonstrated strong potential in this under-explored part of the CLGB. All known gold occurrences remain open for growth, having only been explored from surface to less than 300 m depth.Transaction HighlightsHolders of Aurion Shares ("Aurion Shareholders") to receive C$2.60 per Aurion Share (the "Consideration") payable in cash, for an aggregate purchase price of approximately C$481 million on a fully-diluted basis.The Consideration represents approximately a 46% premium based on the closing price of the Aurion Shares on the TSX Venture Exchange (the "TSXV") on April 17, 2026, and approximately a 45% premium based on the 20-day volume-weighted average price ("VWAP") of the Aurion Shares as at that date.The board of directors of Aurion (the "Board") unanimously recommends that Aurion Shareholders vote in favour of the Transaction.All directors and officers of Aurion collectively holding approximately 10.8% of the issued and outstanding Aurion Shares have entered into voting support agreements with Agnico Eagle pursuant to which they have agreed to, among other things, vote in favour of the Transaction, and Adrian Day Asset Management has agreed to vote or cause to be voted up to approximately 5.1% of the issued and outstanding Aurion Shares in favour of the Transaction.Subject to the various approvals required, the Transaction is expected to close early in the third quarter of 2026.Aurion's Chief Executive Officer, Matti Talikka, commented: "We are pleased to deliver this outcome to Aurion stakeholders. The all-cash offer is at an attractive premium to Aurion's recent trading range. Since 2014, Aurion's dedicated team has explored in Northern Finland with a view to create and deliver value to our shareholders and local stakeholders. Agnico Eagle, with extensive local experience and strong track record in operating in the region, is best positioned to continue the path towards further discoveries and development."Key Benefits to Aurion ShareholdersOffers a significant premium to Aurion Shareholders.All-cash offer that is not subject to a financing condition.Aurion Shareholders to realize immediate liquidity and certainty of value for their entire investment.Removes future equity dilution, commodity, construction and execution risk.Special Committee and Board RecommendationsA special committee (the "Special Committee") of independent directors of the Board was established to consider and evaluate the Transaction. In connection with its review and consideration of the Transaction, the Special Committee engaged Haywood Securities Inc. ("Haywood") to act as independent financial advisor to the Special Committee. Haywood orally delivered a fairness opinion to the Special Committee stating that, as of the date of the opinion and based upon and subject to the assumptions, limitations, qualifications and other matters set forth in the opinion, the Consideration to be received by the Aurion Shareholders (other than Agnico Eagle) under the Transaction is fair, from a financial point of view, to such Aurion Shareholders. Haywood will receive a fixed fee for its services that is not dependent on completion of the Transaction.Following consideration of various factors, including receipt of the fairness opinion from Haywood, and in consultation with its financial and legal advisors, the Special Committee unanimously determined that the Transaction is fair and reasonable to the Aurion securityholders and in the best interests of Aurion. Accordingly, the Special Committee unanimously recommended that the Board (a) approve the Arrangement Agreement; and (b) recommend that the applicable Aurion securityholders vote in favour of the Transaction.Following a review of the terms of the Transaction, the unanimous recommendation of the Special Committee, and receipt of an oral fairness opinion from Stifel Nicolaus Canada Inc. ("Stifel Canada"), and in consultation with its financial and legal advisors, the Board (excluding the directors required to abstain from voting) unanimously determined that the Transaction is fair and reasonable to the Aurion securityholders (other than Agnico Eagle) and in the best interests of Aurion, and resolved to recommend that the applicable Aurion securityholders vote in favour of the Transaction at the Special Meeting.Transaction DetailsThe Transaction will be subject to the approval of: (i) at least two-thirds of the votes cast by Aurion Shareholders present or in person or represented by proxy at the special meeting of Aurion Shareholders to be held to consider the Transaction and approve the Arrangement (the "Special Meeting"); (ii) at least two-thirds of the votes cast by Aurion Shareholders and holders of Aurion's warrants exercisable for Aurion Shares (the "Aurion Warrants"), in each case, present in person or represented by proxy at the Special Meeting, voting as a single class; and (iii) a simple majority of the votes cast by Aurion Shareholders at the Special Meeting, excluding votes from certain shareholders, as required under Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions. The Transaction is also subject to customary conditions, including approval of the Supreme Court of British Columbia. Subject to satisfaction of such conditions, Aurion expects to hold the Special Meeting to consider the Transaction in June 2026.Pursuant to the terms of the Transaction, holders of the Aurion Warrants will receive a cash amount per Warrant equal to the in-the-money amount of each Warrant.The Arrangement Agreement provides for customary deal protection provisions, including non-solicitation covenants of Aurion and "fiduciary out" provisions in favour of Aurion. In addition, the Arrangement Agreement provides for a termination fee of C$21 million payable by Aurion if it accepts a superior proposal and in certain other specified circumstances. Each of Aurion and Agnico Eagle has made customary representations and warranties and covenants in the Arrangement Agreement, including covenants regarding the conduct of Aurion's business prior to the closing of the Transaction.In connection with the Transaction, each of the directors and officers of Aurion, who collectively own or exercise control over approximately 10.8% of the issued and outstanding Aurion Shares have entered into voting support agreements (collectively, the "Voting Support Agreements") with Agnico Eagle, pursuant to which each of them has agreed, among other things, to vote all of their Aurion Shares (including any Aurion Shares issued upon the exercise of any securities convertible, exercisable or exchangeable into Aurion Shares) in favour of the Transaction. In addition, Adrian Day Asset Management has entered into a Voting Support Agreement with Agnico Eagle, pursuant to which it has agreed, among other things, to vote or cause to be voted up to approximately 5.1% of the issued and outstanding Aurion Shares in favour of the Transaction.Agnico Eagle currently owns approximately 11.1 million Aurion Shares and approximately 5.5 million Aurion Warrants that it intends to exercise prior to the Special Meeting. Following the exercise of the Aurion Warrants, Agnico Eagle will hold an aggregate of 16.6 million Aurion Shares representing approximately 9.9% of the Aurion Shares outstanding on a non-diluted basis. Agnico Eagle intends to vote each of the Aurion Shares it owns in favour of the Transaction.Subject to the satisfaction of all conditions to closing set out in the Arrangement Agreement, it is anticipated that the Transaction will be completed early in the third quarter of 2026. Upon closing of the Transaction, it is expected that the Aurion Shares will be delisted from the TSXV and that Aurion will cease to be a reporting issuer under applicable Canadian securities laws.The foregoing summary is qualified in its entirety by the provisions of the applicable documents. A copy of the fairness opinions of Haywood and Stifel Canada, and a description of the various factors considered by the Special Committee and the Board in their respective determination to approve the Transaction, as well as other relevant background information, will be included in Aurion's management information circular (the "Circular") that will be prepared and mailed to Aurion Shareholders and holders of Aurion Warrants in connection with the Special Meeting. Copies of the Circular, the Arrangement Agreement, the plan of arrangement, the Voting Support Agreements and certain related documents will, in due course, be filed with the applicable Canadian securities regulators and will be available on SEDAR+ (www.sedarplus.ca) under Aurion's issuer profile.Advisors and CounselStifel Canada is acting as financial advisor to Aurion and Haywood is acting as financial advisor to the Special Committee. DLA Piper (Canada) LLP and Graham Scott Law Corporation are acting as legal advisors to Aurion and WeirFoulds LLP is acting as legal advisor to the Special Committee.Edgehill Advisory Ltd. and TD Securities Inc. are acting as financial advisors to Agnico Eagle. Davies Ward Phillips & Vineberg LLP is acting as legal advisor to Agnico Eagle.About Aurion Resources Ltd.Aurion is a Canadian exploration company listed on the TSXV 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 and KoBold Metals in Finland.On behalf of Aurion Resources Ltd,Matti Talikka, Chief Executive Officer, DirectorQualified PersonThe scientific and technical content of this news release has been reviewed and approved by Andrew Hussey, P.Geo., GIS Geologist and Database Manager for Aurion Resources, who is a "qualified person" within the meaning of National Instrument 43-101 – Standards of Disclosure for Mineral Projects.Cautionary Statement Regarding Forward-Looking StatementsCertain of the statements and information in this news release constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian provincial securities laws. Forward-looking statements and information can be identified by statements that certain actions, events or results "could", "may", "should", "will" or "would" be taken, occur or achieved. All statements, other than statements of historical fact, are forward-looking statements or information. Forward-looking statements or information in this news release relate to, among other things: the proposed acquisition by Agnico Eagle of all of the Aurion Shares and the terms thereof; statements regarding the anticipated benefits of the Transaction for Aurion; the anticipated filing of materials on SEDAR+; the approval of the Transaction by Aurion Shareholders; regulatory approvals and closing conditions to the Transaction; the expected date of completion of the Transaction; the expectation that the Aurion Shares will be delisted from the TSXV and that Aurion will cease to be a reporting issuer under applicable Canadian securities laws and other statements that are not historical fact.The forward-looking statements and information contained in this news release reflect Aurion's current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by Aurion, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies.Aurion cautions the reader that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this news release and Aurion has made assumptions and estimates based on or related to many of these factors. In addition, in connection with the forward-looking statements contained in this press release, Aurion has made certain assumptions, including the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Transaction, and other expectations and assumptions concerning the proposed Transaction. The anticipated dates indicated may change for a number of reasons, including the necessary regulatory, shareholder and court approvals, the necessity to extend the time limits for satisfying the other conditions for the completion of the proposed Transaction or the ability of the Board to consider and approve, subject to compliance by Aurion of its obligations under the Arrangement Agreement, a superior proposal for Aurion. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking financial information and statements are the following: the failure of the parties to obtain the necessary shareholder, regulatory and court approvals or to otherwise satisfy the conditions for the completion of the Transaction; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; significant transaction costs or unknown liabilities; the ability of the Board to consider and approve, subject to compliance by Aurion with its obligations under the Arrangement Agreement, a superior proposal for Aurion; the failure to realize the expected benefits of the Transaction; the effect of the announcement of the Transaction on the ability of Aurion to retain and hire key personnel and maintain business relationships; the market price of the Aurion Shares and business generally; potential legal proceedings relating to the Transaction and the outcome of any such legal proceeding; the inherent risks, costs and uncertainties associated with transitioning the business successfully and risks of not achieving all or any of the anticipated benefits of the Transaction, or the risk that the anticipated benefits of the Transaction may not be fully realized or take longer to realize than expected; the occurrence of any event, change or other circumstances that could give rise to the termination of the Arrangement Agreement and general economic conditions. Failure to obtain the necessary shareholder, regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions for the completion of the Transaction or to complete the Transaction, may result in the Transaction not being completed on the proposed terms or at all. In addition, if the Transaction is not completed, and Aurion continues as an independent entity, there are risks that the announcement of the Transaction and the dedication of substantial resources by Aurion to the completion of the Transaction could have an impact on its business and strategic relationships, including with future and prospective employees, customers, suppliers and partners, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Additional risks, uncertainties and other factors are identified in Aurion's most recent management's discussion and analysis, which has been filed with the Canadian provincial securities regulatory authorities, as applicable.Although Aurion has attempted to identify important factors that could cause actual results to differ materially from those set out or implied by the forward-looking statements and information, this list is not exhaustive and there may be other factors that cause results not to be as anticipated, estimated, described or intended. Investors should use caution when considering, and should not place undue reliance on any, forward-looking statements and information. Forward-looking statements and information are designed to help readers understand Aurion's current views in respect of the Transaction and related matters and may not be appropriate for other purposes. Aurion does not intend, nor does it assume any obligation to update or revise forward-looking statements or information, whether as a result of new information, changes in assumptions, future events or otherwise, except to the extent required by law.This news release does not constitute (and may not be construed to be) a solicitation or offer by Aurion or any of its respective directors, officers, employees, representatives or agents to buy or sell any securities of any person in any jurisdiction, or a solicitation of a proxy of any securityholder of any person in any jurisdiction, in each case, within the meaning of applicable laws.Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.





SOURCE Aurion Resources Ltd.

Original: AGNICO EAGLE TO ACQUIRE AURION RESOURCES IN ALL-CASH TRANSACTION FOR APPROXIMATELY C$481 MILLION

Certainly seems like this one has a very low market cap in comparison to the possible assets in the ground.