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Aurion Resources Ltd. (TSXV: AU,OTC:AIRRF) (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 (66⅔%) 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 (66⅔%) 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 Cast | |
All Shareholders | 96,594,855 | 99.94 % |
All Shareholders and Warrantholders | 96,594,855 | 99.94 % |
All Shareholders except those required to be | 96,382,855 | 99.94 % |
Final Order and Anticipated Closing Date
Aurion 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 Aurion
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 Agnico and KoBold Metals Company in Finland.
On behalf of Aurion Resources Ltd.
Matti Talikka, Chief Executive Officer, Director
Website: www.aurionresources.com
Cautionary Statement Regarding Forward-Looking Statements
Certain 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.
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