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Aurion Resources Ltd. — M&A Activity 2026
Apr 27, 2026
46354_rns_2026-04-27_cb6f025d-caab-4b63-a01b-14639d455af6.pdf
M&A Activity
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The attached form of voting and support agreement has been entered into in connection with the arrangement agreement dated April 17, 2026 between Aurion Resources Ltd. and Agnico Eagle Mines Limited (the "Arrangement Agreement") by Agnico Eagle Mines Limited and each of the following Supporting Shareholders (as defined in the Arrangement Agreement):
| Name | Total Number of Common Shares Beneficially Owned or Controlled | Total Number of Options Owned | Total Number of Deferred Share Units Owned | Total Number of Performance Share Units Owned |
|---|---|---|---|---|
| Dennis Clarke | 300,000 | 350,000 | 77,460 | 150,000 |
| Kerry Elwyn Sparkes | 100,000 | 350,000 | 185,200 | 150,000 |
| Matti Talikka | 212,000 | 2,200,000 | 1,758,836 | 1,044,534 |
| David Loveys | 333,900 | 350,000 | 77,460 | 150,000 |
| Mark Santarossa | 388,441 | 700,000 | 366,275 | 219,444 |
| David Lotan (Lotan Holdings Inc.) | 15,996,184 | Nil | Nil | Nil |
| Mark Serdan | 271,500 | 1,200,000 | 1,354,380 | 200,000 |
| Leily Omoumi | Nil | 400,000 | 243,902 | 150,000 |
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Execution Version
VOTING AND SUPPORT AGREEMENT
THIS AGREEMENT made as of the 17th day of April, 2026.
BETWEEN:
THE PERSON EXECUTING THIS AGREEMENT AS "SECURITYHOLDER" ON THE SIGNATURE PAGE HERETO,
(hereinafter referred to as the "Securityholder"),
- and -
AGNICO EAGLE MINES LIMITED,
a corporation existing under the laws of the
Province of Ontario,
(hereinafter referred to as the "Purchaser").
WHEREAS the Securityholder is the registered and/or beneficial owner of, or directly or indirectly exercises control or direction over, shares in the capital of Aurion Resources Ltd. (the "Company") and certain other securities of the Company, including Options, DSUs, PSUs and/or Warrants, in each case, as set out in Schedule A (such shares and securities, together with any additional shares in the capital of the Company or other securities of the Company that the Securityholder acquires registered or beneficial ownership of, or direct or indirect control or direction over, after the date hereof, including any shares or securities issued upon the exercise or vesting of any convertible securities, collectively referred to as the "Subject Securities");
AND WHEREAS the Purchaser and the Company are concurrently with the execution and delivery of this Agreement entering into an arrangement agreement (as the same may be amended, supplemented or otherwise modified from time to time, including the Plan of Arrangement attached as Schedule A thereto, the "Arrangement Agreement") with respect to an arrangement of the Company under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Arrangement"), pursuant to which, among other things, the Purchaser will acquire all of the issued and outstanding shares in the capital of the Company, on the terms and subject to the conditions of the Arrangement Agreement;
AND WHEREAS this Agreement sets out the terms and conditions of the agreement of the Securityholder to: (i) vote or cause to be voted all Subject Securities in favour of the Arrangement and any actions reasonably required for the completion of the Arrangement or the transactions contemplated by the Arrangement Agreement, and (ii) abide by the restrictions and covenants set forth herein;
AND WHEREAS the Purchaser is relying on the covenants, representations and warranties of the Securityholder set forth in this Agreement in connection with the Purchaser's execution and delivery of the Arrangement Agreement;
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NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreement herein contained, the parties agree as follows:
ARTICLE 1
INTERPRETATION
1.1 All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Arrangement Agreement.
1.2 Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:
(a) the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof;
(b) references to an “Article”, “Section” or “Schedule” followed by a number refer to the specified Article or Section of, or Schedule to, this Agreement;
(c) the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;
(d) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders;
(e) the word “including” is deemed to mean “including without limitation”;
(f) the terms “party” and “the parties” refer to a party or the parties to this Agreement;
(g) any reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time;
(h) any reference to a Person includes its heirs, administrators, executors, legal personal representatives, successors and permitted assigns;
(i) any reference to a law or statute refers to such law or statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended, supplemented, re-enacted or superseded, unless stated otherwise; and
(j) all dollar amounts refer to Canadian dollars.
1.3 Any time period within which any action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends. Whenever any action is required to be taken or period of time is to expire on a day other than a Business Day, such action shall be taken or period shall expire on the next following Business Day.
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1.4
References to "Subject Securities" shall include any shares or securities of the Company into which the Subject Securities may be reclassified, subdivided, consolidated, converted or exchanged, and any rights and benefits arising therefrom, including any distributions of securities which may be declared in respect of the Subject Securities.
ARTICLE 2 COVENANTS OF THE SECURITYHOLDER
2.1
The Securityholder irrevocably and unconditionally covenants and agrees that it shall, and shall cause each of its affiliates to, from the date hereof until the termination of this Agreement in accordance with its terms:
(a)
not, directly or indirectly, through any of its representatives or agents: (i) solicit, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any information, properties, facilities, books or records of the Purchaser, the Company or any of their respective Subsidiaries) any inquiry, proposal, expression of interest or offer that constitutes or could reasonably be expected to constitute or lead to, an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser, its affiliates and their respective representatives) regarding any inquiry, proposal, expression of interest or offer that constitutes or could reasonably be expected to constitute or lead to, an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, any Acquisition Proposal; or (iv) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal;
(b)
immediately cease and cause to be terminated any existing solicitation, knowing encouragement, discussions, negotiations or other activities commenced prior to the date of this Agreement with any Person (other than the Purchaser, its affiliates and their respective representatives) or any agent or representative of such Person with respect to any inquiry, proposal, expression of interest or offer that constitutes, or could reasonably be expected to constitute or lead to, an Acquisition Proposal;
(c)
not tender or cause to be tendered any Subject Securities to any Acquisition Proposal or other transaction or matter other than the Arrangement, such as a merger, amalgamation, arrangement, business combination, rights offering, reorganization, recapitalization or liquidation or take-over bid or similar transaction involving the Company or its securities that could reasonably be expected to prevent, delay, frustrate or interfere with the completion of the Arrangement or any transaction or matter related to the Arrangement or contemplated by the Arrangement Agreement;
(d)
not: (i) option, offer, sell, assign, transfer, gift, exchange, dispose of, pledge, encumber, grant a security interest in, hypothecate, tender to offer, transfer any economic interest (directly or indirectly) or otherwise convey (each, a "Transfer") any of the Subject Securities or enter into any agreement, arrangement, commitment or understanding with respect to a Transfer of any of the Subject Securities to any Person, other than pursuant to the Arrangement; or (ii) agree to
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do any of the foregoing or take any action that that would reasonably be expected to restrict or otherwise adversely affect the Securityholder's legal power, authority and right to comply with and perform its covenants and obligations under this Agreement (provided that this Section 2.1(c) shall not prevent the acquisition of Subject Securities upon the conversion, exchange, exercise or settlement of other Subject Securities that the Securityholder legally or beneficially owns, or exercises direction or control over);
(e) revoke and will take all steps necessary to effect the revocation of any and all authorities pursuant to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling, voting instruction form or other agreement, arrangement, commitment or understanding, formal or informal, written or oral, with respect or relating to the voting, calling of meetings of securityholders of the Company, the tendering thereof or the granting of consent or approval of any kind with respect to any of the Subject Securities, in each case, except such authorities as granted in accordance with the terms of this Agreement;
(f) not, except as required pursuant to this Agreement, grant or agree to grant any proxy, power of attorney or other right to vote the Subject Securities, or deposit any of the Subject Securities into any voting trust or enter into any vote pooling agreement or voting agreement or enter into or subject any of the Subject Securities to any other agreement, arrangement, commitment or understanding, formal or informal, written or oral, with respect or relating to the voting, calling of meetings of securityholders of the Company, the tendering thereof or the granting of consent or approval of any kind with respect to any of the Subject Securities, or relinquish or modify its right to exercise control or direction over or to vote any Subject Securities or agree to do any of the foregoing;
(g) not exercise any rights of dissent or appraisal in respect of any resolution approving the Arrangement (including the Arrangement Resolution) or any aspect thereof or matter related to the transactions contemplated by the Arrangement Agreement, and not exercise any other securityholder rights or remedies or bring or threaten to bring any suit or Proceeding available at common law or pursuant to applicable securities law, corporate law or other Law or take any action that is reasonably likely to, in any manner, delay, hinder, prevent, frustrate, interfere with or challenge the Arrangement or any transaction contemplated by the Arrangement Agreement;
(h) not, without the prior written consent of the Purchaser, requisition or join in the requisition of any meeting of securityholders of the Company for the purpose of considering any resolution;
(i) promptly notify the Purchaser of the number of any additional securities of the Company that the Securityholder acquires registered and/or beneficial ownership of, or direct or indirect control or direction over, after the date of this Agreement;
(j) not: (i) authorize or publicly disseminate any news release or other public statement or (ii) take any other action of any kind, directly or indirectly, in each case, which may reasonably be expected to delay, prevent, frustrate or interfere with the completion of the Arrangement or any other transaction or matter related to the Arrangement or contemplated by the Arrangement Agreement; and
(k) not do indirectly that which it may not do directly by the terms of this Article 2 (including the sale of any direct or indirect holding company or other affiliate of the Securityholder).
2.2 If the Purchaser concludes that it is necessary or desirable to proceed with a form of transaction other than the Arrangement pursuant to which the Purchaser or any of its affiliates would effectively acquire all or substantially all of the assets of the Company or all of the issued and outstanding shares in the capital of the Company, and such transaction: (a) provides for economic terms which, in relation to the Securityholder and its affiliates which own the Subject Securities, are equivalent to or better than those contemplated by the Arrangement; (b) would not likely result in a delay or time to completion beyond the Outside Date; and (c) is otherwise on terms and conditions not materially more onerous on the Securityholder and its affiliates which beneficially own the Subject Securities than the Arrangement (any such transaction, an "Alternative Transaction"), then the Securityholder shall support the completion of the Alternative Transaction in the same manner as the Arrangement, including by (i) voting or causing to be voted all Subject Securities in favour of the Alternative Transaction; or (ii) depositing or causing the deposit of the Subject Securities to a Alternative Transaction conducted by way of a take-over bid and not withdrawing them. In the event of any proposed Alternative Transaction, any reference in this Agreement to the Arrangement shall refer to the Alternative Transaction or any resolution in respect thereto and, to the extent applicable, all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction.
ARTICLE 3 AGREEMENT TO VOTE
3.1 The Securityholder irrevocably and unconditionally covenants and agrees that it shall, and shall cause each of its affiliates to, from the date hereof until the termination of this Agreement in accordance with its terms:
(a) vote (or cause to be voted) all of the Subject Securities at any meeting, or in any action by written consent, of the securityholders of the Company where such Subject Securities are entitled to vote:
(i) in favour of: (A) the approval, consent, ratification and adoption of the Arrangement (including the Arrangement Resolution); (B) the transactions contemplated by the Arrangement Agreement; and (C) any actions reasonably required for the completion of the Arrangement or the transactions contemplated by the Arrangement Agreement; and
(ii) against: (A) any Acquisition Proposal (other than the transactions contemplated by the Arrangement Agreement) and any action, proposal, transaction, agreement or matter that would reasonably be expected to enable, encourage, promote, lead to or otherwise facilitate an Acquisition Proposal (other than the transactions contemplated by the Arrangement Agreement); and (B) any action, proposal, transaction, agreement or matter that would reasonably be expected to delay, hinder, prevent, frustrate, interfere with or challenge the completion of the Arrangement or any transaction or matter related to the Arrangement or contemplated by the Arrangement Agreement;
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(b) attend, in person or by proxy, any meeting (including the Company Meeting), including any adjournments and postponements thereof, of the securityholders of the Company where any Subject Securities are entitled to vote and convened for the purposes of considering any of the matters set out in Section 3.1(a), and in each case, where applicable, cause the Subject Securities to be counted as present for purposes of establishing quorum at any such meeting (including any adjournments and postponements thereof);
(c) no later than 5 Business Days prior to the cut-off time for the deposit or delivery of votes by proxy or voting instruction form, as applicable, in respect of any meeting referenced in Section 3.1(b), duly complete and execute (or cause to be completed and executed) and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities to be validly and properly delivered, in each case, as may be required to cause such Subject Securities to be voted in accordance with Section 3.1(a); and
(d) ensure that any forms of proxy or voting instruction forms referenced in Section 3.1(c): (i) name those individuals designated by the Company in the Circular; and (ii) are not revoked or withdrawn, amended or invalidated without the prior written consent of the Purchaser.
3.2 The Securityholder shall provide to the Purchaser, upon request, confirmation of its compliance with Section 3.1(c).
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE SECURITYHOLDER
4.1 The Securityholder represents, warrants and, where applicable, covenants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:
(a) the Securityholder has the power and capacity to execute and deliver this Agreement and to perform the Securityholder's obligations hereunder;
(b) this Agreement has been duly executed and delivered by the Securityholder and, assuming the due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation, enforceable by the Purchaser against the Securityholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction;
(c) the Securityholder is the sole registered and/or beneficial owner of, or directly or indirectly exercises control or direction over, the Subject Securities, with good and marketable title thereto, free and clear of any and all claims, Liens and rights of others, and as of the date hereof, the only securities of the Company owned, directly or indirectly, or over which control or direction is exercised, by the Securityholder or its affiliates are the Subject Securities listed on Schedule A;
(d) the Securityholder has the sole and exclusive right to enter into this Agreement and, subject to the terms and conditions of this Agreement, vote (or cause to be voted) all the Subject Securities and to sell or cause the sale of all of the Subject Securities as contemplated herein;
(e) none of the Subject Securities are subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or any other agreement, arrangement, understanding or commitment, formal or informal, with respect or relating to the voting, calling of meetings of shareholders of the Company, the tendering thereof or the granting of consent or approval of any kind with respect to any of the Subject Securities, other than pursuant to this Agreement;
(f) no Person has any agreement or option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto, except the Purchaser pursuant to the Arrangement Agreement and this Agreement;
(g) none of the execution and delivery by the Securityholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder's obligations hereunder will result in a breach of or constitute a default (with or without notice of lapse of time or both) under any provision of: (i) any agreement or instrument to which the Securityholder is a party or by which the Securityholder or any of the Securityholder's property or assets is bound; (ii) to its knowledge, any Order; or (iii) to its knowledge, any Law relevant in the context of the Arrangement or this Agreement;
(h) no consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained or made by the Securityholder in connection with the execution and delivery of this Agreement by the Securityholder and the performance by it of its obligations hereunder; and
(i) there are no claim, action, lawsuit, arbitration, mediation or other legal Proceedings in progress or pending or, to the knowledge of the Securityholder, threatened, against the Securityholder or any of its affiliates that would reasonably be expected to adversely affect in any manner: (i) the ability of the Securityholder to enter into this Agreement and to perform its obligations hereunder; or (ii) the title of the Securityholder or its affiliates, as applicable, to any of the Subject Securities.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
5.1 The Purchaser represents, warrants and, where applicable, covenants to the Securityholder as follows and acknowledges that the Securityholder is relying upon these
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representations, warranties and covenants in connection with the entering into of this Agreement and completing the transactions contemplated hereby:
(a) the Purchaser is a corporation duly formed and validly existing under the laws of the Province of Ontario and has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder;
(b) the execution and delivery of this Agreement by the Purchaser and the performance by it of its obligations hereunder have been duly authorized and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder;
(c) this Agreement has been duly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery by the Securityholder, constitutes a legal, valid and binding obligation, enforceable by the Securityholder against the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction;
(d) none of the execution and delivery by the Purchaser of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Purchaser with the Purchaser's obligations hereunder will result in a breach of or constitute a default (with or without notice of lapse of time or both) under any provision of: (i) any agreement or instrument to which the Purchaser is a party or by which the Purchaser or any of the Purchaser's property or assets is bound; (ii) to its knowledge, any Order; or (iii) to its knowledge, any Law relevant in the context of the Arrangement or this Agreement; and
(e) no authorization, approval, licence, permit, order, authorization of, or registration, declaration or filing with, any third party or Governmental Authority is required to be obtained or made by the Purchaser in connection with the execution, delivery and performance of this Agreement and the completion of the transactions contemplated hereby, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay completion of the transactions contemplated by this Agreement.
ARTICLE 6 TERMINATION
6.1 This Agreement shall automatically terminate and be of no further force or effect upon the earliest to occur of: (a) the mutual written agreement of the Purchaser and the Securityholder; (b) the Effective Time; (c) the Outside Date (as extended in accordance with the
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terms of the Arrangement Agreement); and (d) the date the Arrangement Agreement has been terminated in accordance with its terms.
6.2 Prior to the occurrence of any termination event set out in Section 6.1, this Agreement may be terminated:
(a) by the Securityholder or the Purchaser, by providing notice to the other party, in the event of a Change in Recommendation;
(b) by the Securityholder, by providing notice to the Purchaser, if:
(i) the Purchaser shall not have complied with its covenants to the Securityholder in this Agreement in all material respects; or
(ii) any representation or warranty of the Purchaser under this Agreement is at the date hereof, or becomes at any time, untrue or incorrect in any material respect; and
(c) by the Purchaser, by providing notice to the Securityholder, if:
(i) the Securityholder shall not have complied with its covenants to the Purchaser contained in this Agreement in all material respects; or
(ii) any representation or warranty of the Securityholder under this Agreement is at the date hereof, or becomes at any time, untrue or incorrect in any material respect.
6.3 If this Agreement is terminated in accordance with Section 6.1 or Section 6.2, this Agreement shall forthwith be of no further force and effect (and the Securityholder shall be entitled to revoke or withdraw any form of proxy or power of attorney which it may have given with respect to the Subject Securities following such termination), and there shall be no liability on the part of any party to the other parties hereunder; provided, however, that the termination of this Agreement shall not relieve the Purchaser or the Securityholder from any liability for any breach of this Agreement which occurred prior to such termination.
ARTICLE 7 DISCLOSURE
7.1 The Securityholder irrevocably and unconditionally: (a) consents to the details of this Agreement being set out in the Circular and this Agreement being made publicly available (including by filing on SEDAR+ and EDGAR); (b) consents to and authorizes the publication and disclosure by the Purchaser and the Company of its identity and holding of Subject Securities, the nature of its commitments and obligations under this Agreement and any other information, in each case, that the Purchaser reasonably determines is required to be disclosed by applicable Law in any press release, the Circular or any other disclosure document in connection with the Arrangement and any transactions contemplated by the Arrangement Agreement; (c) agrees to give promptly to the Purchaser any information it or the Company may reasonably require for the preparation of any such disclosure documents; and (d) agrees to promptly notify the Purchaser of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that, to
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the knowledge of the Securityholder, any such information shall have become false or misleading in any material respect.
7.2 Except as contemplated by Section 7.1 or as required by applicable Law or the requirements of any stock exchange, the Securityholder shall not authorize or publicly disseminate any news release or other public statement with respect to this Agreement or the transactions contemplated in the Arrangement Agreement without the approval of the Purchaser.
ARTICLE 8
GENERAL
8.1 The Purchaser acknowledges and agrees that the Securityholder is bound hereunder solely in its capacity as a holder of Subject Securities and that the provisions hereof shall not be deemed or interpreted to bind the Securityholder in his or her capacity as a director, officer or employee of the Company or its affiliates or its subsidiaries. Notwithstanding any provision of this Agreement to the contrary, the Purchaser acknowledges and agrees that actions taken by the Securityholder to discharge his or her fiduciary duties and other legal obligations as a director and/or officer of the Company or its Subsidiaries or its Joint Venture Entities, shall not be a violation of this Agreement if such actions are taken in good faith by the Securityholder in respect thereof. The Purchaser acknowledges and agrees that nothing herein shall prevent, limit or restrict the Securityholder from serving as, or taking in good faith any action necessary to discharge his or her fiduciary duties and other legal obligations as, a director and/or officer of the Company or its Subsidiaries or its Joint Venture Entities under Law or that is expressly permitted by and done in compliance with the Arrangement Agreement.
Notwithstanding any provisions of this Agreement to the contrary, the Securityholder will be entitled to exercise his or her rights to acquire Common Shares (if any) issuable upon the exercise or settlement of the PSUs and/or Warrants held by the Securityholder upon the vesting thereof, as applicable, in compliance with the respective terms of such securities (which such Common Shares will be subject to the terms of this Agreement as Subject Securities).
8.2 The Securityholder shall, from time to time hereafter and upon any reasonable request of the Purchaser, but without further consideration, as soon as reasonably practicable do, execute, deliver or cause to be done, executed and delivered, all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement.
8.3 Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.
8.4 This Agreement shall not be assignable by any party without the prior written consent of the other party. Notwithstanding the foregoing, the Purchaser may, at any time, assign all or any part of its rights and obligations under this Agreement without such consent to any of its affiliates; provided that the Purchaser shall not be relieved of its obligations hereunder without the Securityholder prior consent. This Agreement shall be binding upon, enure to the benefit of and be enforceable by the Purchaser, the Securityholder and their respective executors, legal personal representatives, administrators, successors and permitted assigns.
8.5 Time shall be of the essence of this Agreement.
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8.6 Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person or sent by email or similar means of recorded electronic communication, addressed as follows:
(a) in the case of the Securityholder, as set out below the name of the Securityholder on the signature page hereto; and
(b) in the case of the Purchaser:
Agnico Eagle Mines Limited
145 King Street East, Suite 400
Toronto, Ontario M5C 2Y7
Attention: Chris Vollmershausen
Email: [Redacted – personal information]
with a copy (which shall not constitute notice) to:
Davies Ward Phillips & Vineberg LLP
155 Wellington Street West
Toronto, Ontario M5V 3J7
Attention: Patricia Olasker and Marc Pontone
Email: [Redacted – personal information] and [Redacted – personal information]
Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. at the place of receipt, then on the next following Business Day). Any party may at any time change its address for service from time to time by giving notice to the other party in accordance with this Section 8.6.
8.7 This Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Ontario and the federal laws of Canada applicable in that province. Each of the parties irrevocably and unconditionally: (a) submits to the exclusive jurisdiction of the courts of the Province of Ontario over any Proceeding arising out of or relating to this Agreement; (b) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts; and (c) agrees not to assert that such courts are not a convenient forum for the determination of any such Proceeding.
8.8 The Securityholder acknowledges that this Agreement is an integral part of the Arrangement and that the Purchaser would not consider proceeding with the Arrangement unless this Agreement was entered into by the Securityholder. The Securityholder agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that monetary damages or other legal remedies would not be an adequate remedy. It is accordingly agreed that in the event of a breach or threatened breach by the Securityholder of any of its covenants or obligations under this Agreement, or any other breach of this Agreement, the Purchaser shall be entitled to equitable relief by way of an injunction or injunctions or otherwise to prevent or restrain breaches or threatened breaches of this Agreement and to enforce
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specifically the terms and provisions hereof, on a non-exclusive basis, in any court of the Province of Ontario having jurisdiction. The Purchaser shall not be required to obtain or furnish any bond or similar instrument in connection with or as a condition to obtaining or seeking any such equitable remedy. Such remedies shall not be deemed to be exclusive remedies for the breach of this Agreement but shall be in addition to all other remedies at law or in equity.
8.9 If any provision of this Agreement or the application thereof to the Purchaser or the Securityholder or circumstances is invalid or unenforceable to any extent then the remainder of this Agreement or application of such provision to the Purchaser or the Securityholder or circumstance (other than those to which it is held invalid or unenforceable) is not affected thereby and each remaining provision of this Agreement is valid and is enforceable to the fullest extent permitted by Law. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled according to their original tenor to the extent possible.
8.10 Each of the parties hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement.
8.11 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements, understandings, undertakings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided herein.
8.12 No amendment or waiver of any provision of this Agreement shall be binding on any party unless consented to in writing by such party. No waiver of any provision of this Agreement will constitute a waiver of any other provision (whether or not similar). A party's failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a party from any other or further exercise of that right or the exercise of any other right.
8.13 This Agreement and any document contemplated by or delivered under or in connection with this Agreement may be executed in any number of counterparts (including in electronic form and/or with electronic signatures), with the same effect as if all parties had executed and delivered the same Agreement or document, and all counterparts shall be construed together to be an original and will constitute one and the same Agreement or document.
[Remainder of page intentionally left blank; signature page follows.]
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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.
Securityholder:
(Name of Securityholder)
(Signature of Securityholder)
Address:
Email:
Signature Page – Voting Support Agreement
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AGNICO EAGLE MINES LIMITED
by
Name: Chris Vollmershausen
Title: Executive Vice President, Legal, General Counsel and Corporate Secretary
Signature Page – Voting Support Agreement
SCHEDULE A
OWNERSHIP OF SECURITIES
| Name | Type of Securities | Number of securities beneficially owned or controlled | Registered holder if different from beneficial owner | Total number of securities |
|---|---|---|---|---|