YAMANA GOLD INC. (TSX: YRI; NYSE: AUY) (“Yamana” or “the Company”)
is pleased to announce it has entered into an agreement with Stifel
GMP and Cormark Securities Inc (collectively, the “Dealers”) to
sell 12,000,000 units (the “Units”) at a price of C$10.00 per Unit
to qualified purchasers, for gross proceeds to Yamana of
C$120,000,000 (the “Sale Transaction). The Dealers have
committed to purchase from Yamana any unsold Units at a price of
C$10.00 per Unit on closing, subject to customary conditions for
“bought deal” financings. Each Unit consists of one (1) common
share of Equinox Gold Inc. (“Equinox”) owned by Yamana (a “Unit
Share”) and one-half (0.5) of a common share purchase warrant of
Yamana (each whole warrant a “Warrant”). Each Warrant shall entitle
the holder thereof to acquire one (1) additional common share of
Equinox owned by Yamana (a “Warrant Share”) at an exercise price of
C$13.50 for a term of 9 months from the date of issue. In the event
all Warrants are exercised, the total gross proceeds to Yamana
would be C$201,000,000.
In Canada, the sale of the Unit Shares will be
made through block trades on April 13, 2020 and the sale of the
Warrants will be made on a private placement basis. In the
United States, the sale of both the Unit Shares and the Warrants
will be made on a private placement basis. In Canada, the Warrants
will be subject to a four month and one day hold period, in
accordance with applicable securities laws. The Warrant Shares will
not be subject to a hold period under applicable Canadian
securities laws.
Yamana intends to use the net proceeds of the
Sale Transaction for general corporate purposes.
The Sale Transaction is scheduled to close on or
about April 15, 2020, or such other date as agreed between Yamana
and the Dealers.
The securities to be issued under the Sale
Transaction have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or any state securities laws, and accordingly,
may not be offered or sold within the United States except in
compliance with the registration requirements of the U.S.
Securities Act and applicable state securities requirements or
pursuant to exemptions therefrom. This news release does not
constitute an offer to sell or a solicitation of an offer to buy
any of the securities in the United States.
Early Warning Disclosure
Upon closing of the Sale Transaction, Yamana
will dispose of 12,000,000 common shares of Equinox (the “Equinox
Shares”), as a component of the Units under the Sale Transaction,
at an attributed value of C$10.00 per Equinox Share (attributing
the full Unit value of C$10.00 to the Equinox Share as the value
attributable to the 0.5 Warrant component will be nil), for
aggregate gross proceeds to Yamana of C$120 million. The sales of
the Equinox Shares will be made by block trades and the sale of the
Warrants will be made through private sale agreements with various
purchasers. The disposition will result in a 5.56% decrease in
Yamana’s shareholdings in Equinox, on a non-diluted basis. Upon
completion of the Sale Transaction, Yamana will hold 7,236,380
Equinox Shares, representing approximately 3.35% of the issued and
outstanding Equinox Shares, on a non-diluted basis.
In the event that all of the Warrants forming
part of the Units are exercised in full, Yamana will dispose of an
additional 6,000,000 Equinox Shares at a value of C$13.50 per
Equinox Share (being the exercise price of the Warrants), for
additional gross proceeds to Yamana of C$81,000,000. This further
disposition will result in an additional 82.91% decrease in
Yamana’s shareholdings in Equinox, on a non-diluted basis, and
Yamana would then hold 1,236,380 Equinox Shares, representing
approximately 0.49% of the issued and outstanding Equinox Shares,
on a non-diluted basis.
Yamana also currently holds warrants of Equinox
exercisable to acquire an aggregate of 8,345,501 Equinox Shares
(the “Equinox Warrants”), representing approximately
3.86% of the issued and outstanding Equinox Shares
on a non-diluted basis. The Sale Transaction will not result in any
change to Yamana’s ownership in Equinox Warrants. Each Equinox
Warrant entitles the holder thereof to purchase one Equinox Share
at a price of C$11.18 until May 24, 2020. If all the Equinox
Warrants held by Yamana were exercised, Yamana would hold
approximately 7.22% of the issued and outstanding Equinox Shares on
a partially-diluted basis, assuming no other convertible securities
of Equinox are exercised.
Prior to the Sale Transaction, Yamana held
19,236,380 Equinox Shares, representing approximately 8.91% of the
issued and outstanding Equinox Shares, and Equinox Warrants to
acquire 8,345,501 Equinox Shares, representing approximately 3.86%
of the issued and outstanding Equinox Shares, on a non-diluted
basis.
The disposition of Equinox Shares was made for
investment purposes. While Yamana currently has no other plans or
intentions with respect to the Equinox securities, depending on
market conditions, general economic and industry conditions,
trading prices of Equinox’s securities, Equinox’s business,
financial condition and prospects and/or other relevant factors,
Yamana may develop such plans or intentions in the future and, at
such time, may from time to time acquire additional securities,
dispose of some or all of the existing or additional securities or
may continue to hold securities of Equinox.
Yamana will file an early warning report under
National Instrument 62-103 in connection with the closing of the
Sale Transaction. A copy of the early warning report filed by
Yamana will be available under Equinox’s profile on SEDAR at
www.sedar.com or by contacting Sofia Tsakos, Senior Vice President,
General Counsel and Corporate Secretary at 416-815-0220. Yamana’s
head office is located at Royal Bank Plaza, North Tower, 200 Bay
Street, Suite 2200, Toronto, ON, M5J 2J3 and Equinox’s head office
is located at Suite 1501 - 700 West Pender Street Vancouver, BC V6C
1G8.
As Yamana has decreased its security holdings in
Equinox below 10%, following the above-noted early warning report
filing, it will no longer be required to report under the early
warning requirements of National Instrument 62-104 – Take-Over Bids
and Issuer Bids, unless its security holdings in Equinox increase
to 10% or more in the future.
About Yamana
Yamana Gold Inc. is a Canadian-based precious
metals producer with significant gold and silver production,
development stage properties, exploration properties, and land
positions throughout the Americas, including Canada, Brazil, Chile
and Argentina. Yamana plans to continue to build on this base
through expansion and optimization initiatives at existing
operating mines, development of new mines, the advancement of its
exploration properties and, at times, by targeting other
consolidation opportunities with a primary focus in the
Americas.
FOR FURTHER INFORMATION, PLEASE
CONTACT:Investor Relations416-815-0220
1-888-809-0925 Email: investor@yamana.com CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS: This news release contains
“forward-looking statements” and “forward-looking information”
under applicable Canadian securities legislation and within the
meaning of the United States Private Securities Litigation Reform
Act of 1995. Forward-looking information includes, but is not
limited to information with respect to the proposed Sale
Transaction, the completion thereof and the use of proceeds
therefrom, and the Company’s current intentions with respect to the
acquisition or disposition of additional Equinox securities.
Forward-looking statements are characterized by words such as
“plan", “expect”, “budget”, “target”, “project”, “intend”,
“believe”, “anticipate”, “estimate” and other similar words, or
statements that certain events or conditions “may” or “will” occur.
Forward-looking statements are based on the opinions, assumptions
and estimates of management considered reasonable at the date the
statements are made, and are inherently subject to a variety of
risks and uncertainties and other known and unknown factors that
could cause actual events or results to differ materially from
those projected in the forward-looking statements. These factors
include the exercise of a termination right by the Dealers, any
conditions to the closing of the Sale Transaction not being met,
the use of proceeds of the Sale Transaction being re-allocated for
prudent business reasons, the Company’s current intentions with
respect to the acquisition or disposition of additional Equinox
securities changing, and other risk factors discussed in the
Company's Annual Information Form filed with the securities
regulatory authorities in all provinces of Canada and available at
www.sedar.com, and the Company’s Annual Report on Form 40-F filed
with the United States Securities and Exchange Commission.
Although the Company has attempted to identify important factors
that could cause actual actions, events or results to differ
materially from those described in forward-looking statements,
there may be other factors that cause actions, events or results
not to be anticipated, estimated or intended. There can be no
assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. The Company
undertakes no obligation to update forward-looking statements if
circumstances or management’s estimates, assumptions or opinions
should change, except as required by applicable law. The reader is
cautioned not to place undue reliance on forward-looking
statements. The forward-looking information contained herein is
presented for the purpose of assisting investors in understanding
the proposed Sale Transaction and may not be appropriate for other
purposes.
Yamana Gold (TSX:YRI)
Historical Stock Chart
From Aug 2024 to Sep 2024
Yamana Gold (TSX:YRI)
Historical Stock Chart
From Sep 2023 to Sep 2024