TORONTO, CANADA (By Agnico, 9.Oct.2025, Words: 510) — Agnico Eagle Mines Limited acquired 5,000,000 subscription receipts issued by 1555489 B.C. Ltd., a wholly-owned subsidiary of Fuerte Metals Corporation, pursuant to a brokered private placement, at a price of C$1.65 per subscription receipt for total consideration of C$8,250,000.
The investment in Fuerte is consistent with Agnico Eagle’s historical practice of strategic equity investments in projects with high geological potential. Agnico Eagle continues to focus on its portfolio of high-quality internal growth projects, and complements its pipeline of projects with a strategy of acquiring strategic positions in prospective opportunities with high geological potential.
Upon satisfaction of the escrow release conditions set out in the subscription receipt indenture, each subscription Receipt will automatically convert into 1 unit of Fuerte. Each uUnit will be comprised of 1 common share in the capital of Fuerte and 1 common share purchase warrant. Each warrant will entitle the holder to acquire 1 common share at a price of C$2.50 for a period of 5 years from the date of issue. 1 of the escrow release conditions is the completion of the acquisition of certain properties by Fuerte, and in connection with such acquisition, Fuerte intends to issue, as partial consideration therefor, up to 33,572,115 common shares (or securities convertible into common shares).
Prior to the private placement, Agnico Eagle owned 5,171,310 common shares, representing 8.43% of the issued and outstanding common shares on a non-diluted basis. Following the private placement and satisfaction of the escrow release conditions (including the issuance of securities of Fuerte in connection with the transaction), Agnico Eagle is expected to own 10,171,310 common shares and 5,000,000 warrants, representing 8.12% of the issued and outstanding common shares on a non-diluted basis and 11.65% of the common shares on a partially-diluted basis (assuming exercise of the warrants held by Agnico Eagle at such time).
Agnico Eagle and Fuerte are party to an investor rights agreement dated 31 Jan. 2024, pursuant to which Agnico Eagle is entitled to certain rights, provided Agnico Eagle maintains certain ownership thresholds in Fuerte, including:
(a) the right to participate in equity financings or top-up its holdings in relation to dilutive issuances in order to maintain its pro rata ownership in Fuerte or acquire up to a 9.99% ownership interest in Fuerte, in each case, at the time of such financing or dilutive issuance; and
(b) the right (which Agnico Eagle has no present intention of exercising) to nominate one person (and in the case of an increase in the size of the board of directors of Fuerte to 8 or more directors, two persons) to the board of directors of Fuerte.
Agnico Eagle acquired the subscription receipts as part of its strategy of acquiring strategic positions in prospective opportunities with high geological potential. Depending on market conditions, strategic priorities and other factors, Agnico Eagle may, from time to time, acquire additional common shares, warrants or other securities of Fuerte, or dispose of some or all of the common shares, warrants or other securities of Fuerte that it owns at such time.
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