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YAMANA GOLD INC. (TSX:YRI, NYSE:AUY, LSE:AUY))))) ("Yamana" or "the Company") confirms that, as disclosed today in a joint press release by Agnico Eagle Mines Limited ("Agnico") and Pan American Silver Corp. ("Pan American" and together with Agnico, the "New Offerors"), it has received an unsolicited binding proposal from the New Offerors for the acquisition by Pan American of all of the issued and outstanding common shares of the Company ("Common Shares") and the sale by Yamana of certain subsidiaries and partnerships which hold Yamana's interests in its Canadian assets, including the Canadian Malartic mine, to Agnico, all by way of a proposed plan of arrangement (the "New Offer").
Under the New Offer, Pan American would acquire all of the issued and outstanding Common Shares for total consideration consisting of US$1.0 billion in cash and the issuance of approximately 153.5 million common shares of Pan American (the "Pan American Shares") and approximately 36.1 million common shares of Agnico (the "Agnico Shares"). Under the New Offer, shareholders of the Company would receive $1.0406 in cash, 0.0376 of an Agnico Share and 0.1598 of a Pan American Share for each Common Share held.
The Board of Directors of the Company (the "Board") has determined in good faith, after consultation with its outside financial and legal advisors and upon the unanimous recommendation of the special committee of independent directors of the Board, that the New Offer constitutes a "Yamana Superior Proposal" in accordance with the terms of the arrangement agreement between the Company and Gold Fields dated May 31, 2022 (the "Gold Fields Arrangement Agreement").
In accordance with terms of the Gold Fields Arrangement Agreement, the Company has notified Gold Fields that the Board has determined that the New Offer constitutes a Yamana Superior Proposal and that the five business day matching period has commenced, during which Gold Fields has the right, but not the obligation, to propose to amend the terms of the Gold Fields Arrangement Agreement in order for the New Offer to cease to be a Yamana Superior Proposal (the "Matching Right").
At this time, there can be no assurance that the New Offer will lead to a termination of the Gold Fields Arrangement Agreement and the execution of a definitive arrangement agreement with the New Offerors in respect of the New Offer, or that the proposed transaction contemplated by the New Offer will be consummated.
The Board has not changed its recommendation regarding the pending transaction with Gold Fields pursuant to the Gold Fields Arrangement Agreement (the "Gold Fields Arrangement") and the special meeting of Yamana shareholders (the "Yamana Meeting") to consider the Gold Fields Arrangement is scheduled to be held at 10:00 am (Toronto time) on Monday, November 21, 2022. The Board has unanimously recommended voting in favour of the Gold Fields Arrangement. Shareholders and other interested parties are strongly advised to read the management information circular of Yamana for a detailed description of the Gold Fields Arrangement and the reasons for the Board's recommendation. The management information circular and other proxy material is available under Yamana's profile on www.sedar.com and is also available on the Company's website at www.yamana.com.
