On November 8, 2022, Pan American Silver Corp. (“Pan American”) and Agnico Eagle Mines Limited (“Agnico Eagle”) entered into an arrangement agreement with Yamana Gold Inc. (“Yamana”) (the “Agreement”).

Under the Agreement, Pan American will acquire all of the issued and outstanding common shares of Yamana and Yamana will sell certain subsidiaries and partnerships which hold Yamana’s interests in its Canadian assets to Agnico Eagle, including the Canadian Malartic mine. The transaction will be implemented by way of a plan of arrangement under the Canada Business Corporations Act. Pan American will retain all of Yamana’s mines and properties in Latin America as well as any remaining assets and liabilities (including cash and debt). Completion of the arrangement remains subject to the receipt of all necessary regulatory, court and shareholder approvals in connection with the transaction.

A Transformational and Strategic Transaction

The transaction creates value and delivers multiple benefits for Pan American’s stakeholders:

• A transformative increase in Pan American’s scale, adding four producing mines, plus development projects in Latin America;
• Significantly improved trading liquidity (+50%)^[1] with a pro forma US$5.6 billion market capitalization^[2];
• Meaningful impact to production and margin, demonstrated by representative 2022 pro forma figures^[3]:
  • Increase in annual silver production of approximately 9.5Moz;
  • Increase in annual gold production of approximately 550koz;
  • Expected lower overall cost structure – Yamana’s Latin American assets forecast all-in sustaining cost (“AISC”) of approximately US$981 per gold equivalent ounces (“GEO”) in 2022;
• Broadens and diversifies Pan American’s Latin American exposure with operations in two additional jurisdictions (Brazil and Chile);
• Pan American’s scale, experience and expertise in Latin America maximizes our ability to integrate and optimize Yamana’s Latin American assets;
• Significant potential synergies estimated to be US$40 million to US$60 million per year through the operational efficiencies from the combined Latin American portfolios and corporate general and administrative cost savings^[4];
• Accretive on a per share basis with respect to key financial and operating metrics, even before considering synergies;
• Robust pro forma revenue, which is expected to result in increased cash flow from operations allowing for improved capital allocation flexibility. For example, revenue on a pro forma basis would have been US$2.8 billion and US$2.0 billion for 2021 and the nine months ended September 30, 2022, respectively^[5];
• Improved ability to internally fund the La Colorada Skarn development and other growth projects;
• Adds assets with a long history of reserve replacement and an extensive exploration portfolio; and
• Enhances ability to return capital to shareholders.

For more information about Yamana Gold, please visit their website.

[1] Based on Yamana’s average daily trading value over the last 12 months (attributable to Pan American based on the percentage of aggregate Consideration funded by Pan American) divided by Pan American’s average daily trading value over the last 12 months.
[2] Based on pro forma shares outstanding of 364 million multiplied by the November 3, 2022 closing price of the Pan American Shares of $15.25.
[3] Based on Yamana’s 2022 guidance, as per its news release dated Feb. 17, 2022. GEO is calculated as the sum of gold ounces and the gold equivalent of silver ounces using a ratio of 72.55 for the year ended December 31, 2021. AISC per GEO sold is a non-GAAP financial measure. Please see the section entitled “Non-GAAP and IFRS Measures” of the Management Information Circular (available soon).
[4] Pan American Silver’s anticipated synergies are expected to be post-tax savings given geographic breakdown of taxable income.
[5] Please see the Unaudited Pro Forma Consolidated Financial Statements in Schedule C of the Management Information Circular (available soon).

News releases