Pan American Silver Corp. (NASDAQ: PAAS) (TSX:
PAAS) ("
Pan American" or the
"
Company") and
Yamana Gold Inc.
(TSX: YRI; NYSE: AUY; LSE: AUY) ("
Yamana") are
pleased to announce that Pan American has completed its previously
announced acquisition of all of the issued and outstanding common
shares of Yamana ("
Yamana Shares"), following the
sale by Yamana of its Canadian assets, including certain
subsidiaries and partnerships which hold Yamana’s interests in the
Canadian Malartic mine, to Agnico Eagle Mines Limited
("
Agnico Eagle"), by way of a plan of arrangement
(the "
Arrangement") under the Canada Business
Corporations Act.
"This acquisition is transformative for Pan American,
significantly increasing the scale of our operations in Latin
America where we have been operating for nearly three decades,"
said Michael Steinmann, President and Chief Executive Officer of
Pan American. "We expect a material increase in our production of
silver and gold, while we continue to provide a preferred way to
invest in silver through large silver mineral reserves and growth
opportunities, further enhanced by the increase in our market
capitalization and trading liquidity. The acquisition is firmly
aligned with our strategy of creating value by pursuing attractive
growth opportunities, improving operating margins and extending
mine life."
The Arrangement adds four producing mines to Pan American's
portfolio: the Jacobina mining complex in Brazil, the El Peñón and
Minera Florida mines in Chile, and the Cerro Moro mine in
Argentina. It also adds the MARA development project in
Argentina.
Pan American plans to provide a 2023 operating outlook inclusive
of the Latin American assets acquired through the Arrangement, as
well as a consolidated forecast for annual general and
administrative, exploration and project development costs, in the
mid-second quarter of 2023.
Transaction consideration
Pursuant to the Arrangement, Yamana shareholders received, in
respect of each Yamana Share held, US$1.0406 in cash paid by Agnico
Eagle, 0.0376 of a common share of Agnico Eagle (each whole share,
an "Agnico Eagle Share") and 0.1598 of a common
share of Pan American (each whole share, a "Pan American
Share"). In aggregate, Yamana shareholders received
US$1,001,302,560 in cash, 36,177,931 Agnico Eagle Shares and
153,758,280 Pan American Shares pursuant to the Arrangement. Upon
closing of the Arrangement, existing Pan American shareholders own
approximately 58% of the Pan American Shares and former Yamana
Shareholders own approximately 42% of the Pan American Shares.
Full details of the Arrangement and certain other matters are
set out in the management information circular of Pan American
dated December 20, 2022, which can be found under Pan American’s
profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov.
Delisting of Yamana Shares
The Yamana Shares are expected to be delisted from the Toronto
Stock Exchange as of the closing of the market on April 3, 2023,
and from the New York Stock Exchange as of the opening of the
market on April 3, 2023. The depositary interests of Yamana were
suspended from trading on the London Stock Exchange as of the
opening of the market on March 27, 2023, and are expected to be
formally delisted from the London Stock Exchange and cancelled from
the UK Financial Conduct Authority’s Official List as of the
opening of the market on April 3, 2023. Pan American is in the
process of applying for Yamana to cease to be a reporting issuer
under applicable Canadian securities laws and to otherwise
terminate Yamana’s public reporting requirements.
Pan American's revolving credit facility and
establishment of term credit facility
Pan American has further amended and restated its existing
US$500 million sustainability-linked credit agreement (the
"Existing Credit Facility"), which has been
increased to US$750 million. In addition, a delayed-draw term loan
facility in the amount of US$500 million has been established,
which will be permanently cancelled and reduced to zero if it is
not drawn within 60 days of today’s date. Pan American’s new
amended and restated sustainability-linked credit facility (the
"Amended Revolving Credit Facility") is led by BMO
Capital Markets, The Bank of Nova Scotia and Canadian Imperial Bank
of Commerce as Joint Lead Arrangers and Joint Bookrunners, and Bank
of Montreal, as administrative agent.
As at March, 31 2023, Pan American had drawn US$325 million
under the Amended Revolving Credit Facility, which was used to
repay the US$103 million drawn on the Existing Credit Facility,
fund closing costs associated with the Arrangement and to repay, in
full, and cancel Yamana's revolving credit facility, under which
US$205 million had been drawn.
Board of Director Changes
In connection with the Arrangement, Pan American has identified
three members of the former board of directors of Yamana who will
be nominated for election to the board of directors of Pan American
(the "Pan American Board") at the upcoming annual
general and special meeting of Pan American (the
"Meeting"), being John Begeman, Alexander
Davidson, and Kimberly Keating. In addition, Michael Carroll will
not be standing for re-election at the Meeting, and Chantal
Gosselin will be nominated for election at the Meeting. The Meeting
is expected to occur on May 10, 2023.
About Pan AmericanPan American is a leading
producer of precious metals in the Americas, operating silver and
gold mines in Canada, Mexico, Peru, Bolivia, Argentina, Chile and
Brazil. We also own the Escobal mine in Guatemala that is currently
not operating. We have been operating in the Americas for nearly
three decades, earning an industry-leading reputation for
sustainability performance, operational excellence and prudent
financial management. We are headquartered in Vancouver, B.C. and
our shares trade on NASDAQ and the Toronto Stock Exchange under the
symbol "PAAS". Learn more at panamericansilver.com.
For more information about Pan American contact:Siren FisekciVP,
Investor Relations & Corporate CommunicationsPh:
604-806-3191Email: ir@panamericansilver.com
Cautionary Note Regarding Forward-Looking Statements and
Information
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. 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, that we expect a material
increase in our production of gold and silver; that there will be
an increase in our market capitalization and trading liquidity;
that the Yamana Shares are expected to be delisted from the Toronto
Stock Exchange on April 3, 2023, the New York Stock Exchange on
April 3, 2023 and the London Stock Exchange on April 3, 2023; that
the Yamana Shares are expected to be cancelled from the Financial
Conduct Authority’s Official List on April 3, 2023; statements
regarding the timing of operating outlook and forecast updates;
statements regarding interest rates that may apply under the
Amended Revolving Credit Facility; statements relating to
cancelling the delayed-draw term loan facility; statements
regarding an investment grade credit rating; that the Meeting is
expected to occur on May 10, 2023; and that John Begeman, Alexander
Davidson, Kimberly Keating and Chantal Gosselin will be nominated
for election at the Meeting.
These forward-looking statements and information reflect Pan
American’s current views with respect to future events and are
necessarily based upon a number of assumptions that, while
considered reasonable by Pan American, are inherently subject to
significant operational, business, economic and regulatory
uncertainties and contingencies. Pan American 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 Pan American has
made assumptions and estimates based on or related to many of these
factors. Among the key factors that could cause actual results to
differ materially from those projected in the forward-looking
information are the following: the duration and effect of local and
world-wide inflationary pressures and the potential for economic
recessions; the duration and effects of COVID-19, and any other
pandemics on our operations and workforce, and the effects on
global economies and society; fluctuations in silver, gold and base
metal prices; fluctuations in prices for energy inputs, labour,
materials, supplies and services (including transportation);
fluctuations in currency markets (such as the PEN, MXN, ARS, BOB,
GTQ and CAD versus the USD); operational risks and hazards inherent
with the business of mining (including environmental accidents and
hazards, industrial accidents, equipment breakdown, unusual or
unexpected geological or structural formations, cave-ins, flooding
and severe weather); risks relating to the credit worthiness or
financial condition of suppliers, refiners and other parties with
whom Pan American does business; inadequate insurance, or inability
to obtain insurance, to cover these risks and hazards; employee
relations; relationships with, and claims by, local communities and
indigenous populations; our ability to obtain all necessary
permits, licenses and regulatory approvals in a timely manner;
changes in laws, regulations and government practices in the
jurisdictions where we operate, including environmental, export and
import laws and regulations; changes in national and local
government, legislation, taxation, controls or regulations and
political, legal or economic developments in Canada, the United
States, Mexico, Peru, Argentina, Bolivia, Guatemala, Brazil, Chile
or other countries where Pan American may carry on business,
including risks relating to expropriation and risks relating to the
constitutional court-mandated ILO 169 consultation process in
Guatemala; diminishing quantities or grades of mineral reserves as
properties are mined; increased competition in the mining industry
for equipment and qualified personnel; the ability of Pan American
and Yamana to successfully integrate operations and employees and
realize synergies and cost savings, and to the extent anticipated;
and those factors identified under the heading "Risk Factors" in
Pan American’s management information circular dated December 20,
2022 and under the heading “Risks Related to Pan American's
Business” in Pan American’s most recent form 40-F and annual
information form dated February 22, 2023, filed with the United
States Securities and Exchange Commission and Canadian provincial
securities regulatory authorities, respectively.
Although Pan American has attempted to identify important
factors that could cause actual results to differ materially, there
may be other factors that cause results not to be as anticipated,
estimated, described or intended. Investors are cautioned against
undue reliance on forward-looking statements or information.
Forward-looking statements and information are designed to help
readers understand management's current views of our near and
longer term prospects and may not be appropriate for other
purposes. Pan American 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 applicable law.
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