• 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 Meeting
• Your 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 "AurionShares") 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 Recommendation

Aurion'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 Recommendation

In 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 Arrangement

Agnico 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 Meeting

The 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 Assistance

Securityholders 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 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 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.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 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.