Prism Resources Mails Meeting Materials for Annual General and Special Meeting in Connection with Previously Announced Royalty Purchase Agreement with Agnico Eagle
Vancouver, British Columbia--(Newsfile Corp. - June 24, 2026) - Prism Resources Inc. (TSXV: PRS.H) (the "Company" or "Prism") is pleased to announce that it has mailed its management information circular (the "Circular") and related proxy materials (the "Meeting Materials") to holders ("Shareholders") of common shares of Prism ("Prism Shares") in connection with the annual general and special meeting of Shareholders to be held at 10:00 a.m. (Vancouver time) on July 23, 2026 (the "Meeting"). The Meeting Materials are being mailed to Shareholders of record as of the close of business on June 12, 2026 (the "Record Date").
At the Meeting, Shareholders will be asked to consider, and if deemed advisable, approve, among other things, the Company's previously announced sale of its right, title and interest in and to a 7.5% net profit interest royalty over certain properties in the Porcupine Mining District of Ontario, which royalty constitutes substantially all of the assets of the Company, to Agnico Eagle Mines Limited ("Agnico"), pursuant to the royalty purchase agreement dated June 3, 2026 between the Company, as seller, and Agnico, as purchaser, for total cash consideration of $5,000,000 (the "Transaction").
The Circular contains, among other things, details concerning the Transaction, the establishment of a special committee (the "Special Committee") by the board of directors of the Company (the "Board"), the background to and reasons for the favourable recommendation by the Special Committee of the Transaction, a summary of the independent valuation report prepared by Evans & Evans, Inc. in connection with the Transaction, the requirements for the Transaction to become effective, procedures for voting at the Meeting and other related matters, including standard annual general meeting matters. Shareholders are urged to carefully review the Circular and accompanying Meeting Materials as they contain important information regarding the Transaction and its consequences to Shareholders.
Copies of the Circular and related Meeting Materials are available under the Company's SEDAR+ profile at www.sedarplus.ca. Additional information on the Transaction can also be found in the Company's news release issued on June 4, 2026.
YOUR VOTE IS IMPORTANT. VOTE TODAY.
The Board acting on the recommendation of the Special Committee recommends that Shareholders voteFOR the Transaction.
How to Vote
A proxy form or voting instruction form will be included in the Meeting Materials you receive by mail. Instructions on how to vote, which vary depending on whether you are a registered Shareholder (a "Registered Shareholder") or a non-registered (beneficial Shareholder (a "Beneficial Shareholder"), are provided in the Circular and in the other Meeting Materials.
Registered Shareholders
You are a Registered Shareholder if your Prism Shares are held in your name or if you have a certificate or DRS statement for Prism Shares. If you are a Registered Shareholder as of the Record Date, you can vote by attending the Meeting in-person or by submitting your proxy in accordance with the instructions set out therein:
- Mail: Mail the proxy to Computershare Investor Services Inc. ("Computershare") at 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 by 10:00 a.m. (Vancouver time) on July 21, 2026, or if the Meeting is adjourned or postponed, at least 48 hours (excluding weekends and holidays) before time that the Meeting is reconvened.
- Hand Delivery: Return the proxy to Computershare at 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9 by 10:00 a.m. (Vancouver time) on July 21, 2026, or if the Meeting is adjourned or postponed, at least 48 hours (excluding weekends and holidays) before the time that the Meeting is reconvened.
- Phone: Vote using a touch tone phone to transmit voting choices to a toll free number given in the proxy using the the 15-digit control number located on your proxy.
- Internet: Vote online at www.investorvote.com using the 15-digit control number located on your proxy.
Voting by proxy will not prevent you from voting in person should you attend the Meeting and revoke your proxy. However, submitting your proxy in advance ensures your vote is counted if you are unable to attend.
To appoint a proxyholder other than those named in the form of proxy, insert the name of your chosen proxyholder in the space provided. Your proxyholder need not be a Shareholder.
You may provide voting instructions by marking the appropriate boxes on the form of proxy. If you do not indicate a preference, the named proxyholders will vote FOR the Transaction unless instructed otherwise. Proxies also confer discretionary authority on other business that may properly come before the Meeting.
You may revoke a submitted proxy by:
- Submitting a later-dated proxy or notice of revocation to Computershare as noted above;
- Attending the Meeting and voting in person; or
- Any other manner provided by law.
Your proxy will only be revoked if a revocation is received by 5:00 p.m. (Vancouver time) on the last Business Day before the day of the Meeting or if you attend the Meeting and vote in person.
Beneficial Shareholders
If you hold Prism Shares through a broker, bank, or other intermediary, you are considered a Beneficial Shareholder. Your Prism Shares are likely registered under the name of your intermediary or its nominee.
You will receive a Voting Instruction Form ("VIF") instead of a form of proxy. Follow the instructions provided by your intermediary or Broadridge Financial Solutions, Inc., ("Broadridge") which manages voting for many brokers in Canada and the U.S.
If you wish to appoint a proxyholder (including yourself) to vote your Prism Shares at the Meeting, write that person's name in the space provided on the VIF and return the form to Broadridge in accordance with the provided instructions (by mail, phone, fax, or online). VIFs must be returned well in advance of the Meeting to ensure your Prism Shares are voted or represented by a proxyholder.
Shareholder Questions
Shareholders who would like additional copies, without charge, of the Circular or have additional questions about the Transaction, including the procedures for voting, should contact their broker or the Company's CFO, Scott Ross, at sross@prismresourcesinc.com.
About Prism Resources
Prism Resources Inc. is a Canadian precious metals explorer and developer headquartered in Vancouver, British Columbia. Prism Resources is comprised of a strong group of directors with significant experience and a well-established track record in the resources sector globally. The Company currently holds a 7.5% Net Profit Interest on Agnico's Aurora and Sunday Lake properties.
ON BEHALF OF THE BOARD OF DIRECTORS
Brian Kerzner
President, CEO and Director
FORWARD-LOOKING STATEMENTS
This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, "forward-looking statements"). Forward-looking statements are typically, but not always, identified by words such as "expects," "anticipates," "believes," "intends," "plans," "will," "may," "could," "should," "would," "estimate," "forecast," "project," "continue," "potential," "target," or similar expressions suggesting future outcomes or events. Forward-looking statements are based on current expectations, estimates, projections, assumptions and beliefs of management as of the date of this news release. Forward-looking statements in this news release include, but are not limited to, statements regarding the Company's business, the expected timing or completion of the Meeting, the expected timing of the completion or benefits of the Transaction or the likelihood or ability of the parties to successfully complete the Transaction, and the Company's plans, operations and financial position following completion of the Transaction.
Forward-looking statements are based on a number of assumptions believed by management to be reasonable at the time such statements are made. Forward-looking statements are inherently subject to significant business, economic, regulatory and competitive uncertainties and contingencies, many of which are beyond the Company's control and which could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In making the forward-looking statements contained in this news release, the Company has made certain assumptions, including, without limitation: that the Transaction will be completed on the terms and within the timeframe contemplated by the Royalty Purchase Agreement; that the Information Circular and Meeting Materials will be prepared and mailed as expected; that the Company will be able to convene and hold the Meeting; that all requisite Shareholder approvals, including majority of the minority approval, will be obtained; that TSXV approval will be obtained on a timely basis; that there will be no material changes to applicable securities laws, corporate laws or stock exchange policies; and that all other customary closing conditions will be satisfied.
Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, but are not limited to: the failure to obtain requisite Shareholder approval for the Transaction; the failure to obtain TSXV approval or any other required regulatory approvals; the possibility that the Transaction may not be completed on the anticipated terms or timeline, or at all; changes in general economic, market or business conditions; changes in applicable laws, regulations or stock exchange policies; the Company's limited operations and financial position following completion of the Transaction; and other risks and uncertainties described in the Circular and the Company's public filings available under its SEDAR+ profile at www.sedarplus.ca.
Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements contained herein are expressly qualified in their entirety by the cautionary statements and risk factors set forth in the Circular and the Company's public filings available under its SEDAR+ profile at www.sedarplus.ca. Forward-looking statements are made as of the date of this news release and the Company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable securities laws.
Neither the TSX Venture Exchange nor its regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/302783
Source: Prism Resources Inc.
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