Rupert Resources Obtains Final Court Approval and Announces Expected Closing Date for Arrangement With Agnico Eagle

Key Terms

plan of arrangement regulatory

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

business corporations act (british columbia) regulatory

A provincial law that sets the rules for forming, managing and winding up corporations registered in British Columbia, including how directors and shareholders must act, what information companies must disclose, and how disputes are handled. Investors care because it provides a predictable rulebook — like referees and play-by-play rules in a game — that protects shareholder rights, clarifies management duties and disclosure obligations, and therefore affects a company’s legal risk and investment value.

contingent value right financial

A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.

cvr financial

A CVR (Contingent Value Right) is a contract-like entitlement issued in corporate transactions that pays the holder additional cash or shares only if specified future events or milestones occur, such as regulatory approval, sales targets, or performance thresholds. Think of it like a coupon that becomes valuable only if a company hits agreed goals; for investors it changes the risk-reward mix of a deal by offering potential upside tied to uncertain future outcomes and can affect valuation, liquidity and expected returns.

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TORONTO--(BUSINESS WIRE)-- Rupert Resources Ltd. (TSX: RUP, OTCQX: RUPRF, FSE:R05) (“Rupert” or the “Company”) announced today that the Company has obtained a final order from the Supreme Court of British Columbia approving the previously announced plan of arrangement under the provisions of the Business Corporations Act (British Columbia) pursuant to which, among other things, Agnico Eagle Mines Limited (NYSE: AEM, TSX: AEM) (“Agnico Eagle”) will acquire all of the issued and outstanding common shares of the Company (the “Shares”) that it does not already own (the “Arrangement”).

Pursuant to the Arrangement, each Share will be exchanged for: (i) 0.0401 of a common share of Agnico Eagle; and (ii) contingent consideration of up to C$3.00, in the form of a contingent value right (a “CVR”), that is payable in cash upon certain milestones being achieved over the 10 year term of the CVR, all as more particularly described in Rupert’s management information circular dated May 7, 2026 (the “Circular”). This final court approval follows the securityholder approval that was obtained at the special meeting of Rupert’s securityholders held on June 9, 2026.

The Company also announced that it currently anticipates that completion of the Arrangement will occur on or about June 16, 2026.

About Rupert Resources Ltd.

Rupert Resources Ltd. is a gold exploration and development company focused on advancing the Ikkari project in the Central Lapland Greenstone Belt of Northern Finland.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains statements which may constitute “forward-looking information” within the meaning of applicable securities laws. The words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect”, “continue” and similar expressions, as they relate to the Company, are intended to identify such forward-looking statements. Forward-looking statements included in this press release include, but are not limited to, statements relating to: the consummation and timing for completion of the Arrangement; the effects of the Arrangement; the achievement of the milestones related to the CVRs; and the satisfaction of the conditions precedent to the Arrangement. Investors are cautioned that forward-looking statements are based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include, among others, the possibility that the Arrangement will not be completed on the terms contemplated in the arrangement agreement between the Company and Agnico Eagle dated April 17, 2026 or in the expected timeframe or at all; the conditions precedent to the Arrangement not being satisfied by Rupert or Agnico Eagle in the expected timeframe or at all; pending or potential litigation associated with the Arrangement; the failure to realize the anticipated benefits of the Arrangement in the expected timeframe or at all; and the conditions to listing the CVRs on the Toronto Stock Exchange may not be satisfied. Additional risk factors are discussed or referred to in the Circular and in the Company’s most recent Annual Information Form, for the year ended December 31, 2025, available under Rupert’s issuer profile on SEDAR+ at www.sedarplus.ca. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company does not intend, and does not assume any obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260611313051/en/

For further information on Rupert, please contact:

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

Source: Rupert Resources Ltd.