Re Agreement
June 10 2009 - 2:00AM
UK Regulatory
TIDMYAU
Yamana Gold Enters into Agreement for the Sale of Certain Non-Core Assets
- Transaction Includes Sale of San Andrés, Sao Francisco and Sao Vicente
Mines to Aura Minerals -
TORONTO, June 9 /CNW/ - YAMANA GOLD INC. (TSX: YRI; NYSE: AUY; LSE: YAU)
today announced that it has signed an agreement with Aura Minerals Inc. under
which Aura would purchase three of Yamana's non-core operating mines - the San
Andrés Mine in Honduras and the Sao Francisco and Sao Vicente Mines each
located in Brazil.
Aura will acquire the San Andrés Mine in Honduras and the Sao Francisco
and Sao Vicente Mines in Brazil for an aggregate initial purchase price of
approximately US$200 million, including approximately US$90 million in cash,
US$70 million in deferred cash payments and US$40 million in Aura common
shares. The transaction will close in two parts in order to accommodate
jurisdiction-related regulatory requirements. The first part which relates to
the sale of San Andrés is expected to close on July 23, 2009 at which time
Yamana will receive total consideration of approximately US$74 million. The
second part which relates to the sale of Sao Francisco and Sao Vicente is
expected to close by year-end.
In addition, Yamana will retain a contingent cash flow-based royalty on
San Andrés, Sao Francisco and Sao Vicente that will provide additional
payments to Yamana of up to US$40 million, which it fully expects to receive
with payments beginning as early as 2012.
"This transaction streamlines our asset portfolio, further focusing on
our core assets, on our core operating jurisdictions and on advancing our
high-returning development stage projects, effectively positioning Yamana for
the next wave of growth," commented Peter Marrone, Yamana's chairman and chief
executive officer. "The sale of these non-core mines is expected to result in
lower cash operating costs, higher margins and increased reserves, production
and cash flow per mine. We believe we will derive significantly more value
from our share position than had these mines remained directly held by our
company, particularly in a higher gold price environment. We are confident in
the ability of Aura's management to manage these mines, allowing us to
maintain an interest through our share position and royalty."
The Aura common shares to be issued to Yamana as partial consideration
for the purchase of the three mines will be issued at C$0.40 per share, and
Yamana will maintain a meaningful share holding in Aura. The San Andrés, Sao
Francisco and Sao Vicente Mines are three solid operations and Yamana is
confident that under the capable management by Aura, these operations will
deliver considerable further value for all shareholders.
The transaction is subject to customary closing conditions including
definitive documentation and completion of a financing by Aura to fund the
cash portion of the purchase price.
National Bank Financial is acting as the financial advisor to Yamana with
respect to this transaction. Yamana's legal advisor is Cassels Brock &
Blackwell LLP.
About Yamana
Yamana is a Canadian-based gold producer with significant gold
production, gold development stage properties, exploration properties, and
land positions in Brazil, Argentina, Chile, Mexico and Central America. The
Company plans to continue to build on this base through existing operating
mine expansions and throughput increases, the advancement of its exploration
properties and by targeting other gold consolidation opportunities in the
Americas.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This news release
contains or incorporates by reference "forward-looking statements" within the
meaning of the United States Private Securities Litigation Reform Act of 1995
and applicable Canadian securities legislation. Except for statements of
historical fact relating to the Company, information contained herein
constitutes forward-looking statements, including any information as to the
Company's strategy, plans or future financial or operating performance.
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 successful completion of
the proposed purchase and sale of non-core assets comprised of the Company's
San Andrés Mine, Sao Francisco Mine and Sao Vicente Mine, the impact of
general business and economic conditions, global liquidity and credit
availability on the timing of cash flows and the values of assets and
liabilities based on projected future conditions, fluctuating metal prices
(such as gold, copper, silver and zinc), currency exchange rates (such as the
Brazilian Real and the Chilean Peso versus the United States Dollar), possible
variations in ore grade or recovery rates, changes in the Company's hedging
program, changes in accounting policies, changes in the Company's corporate
resources, changes in project parameters as plans continue to be refined,
changes in project development, production and commissioning time frames, risk
related to joint venture operations, the possibility of project cost overruns
or unanticipated costs and expenses, higher prices for fuel, steel, power,
labour and other consumables contributing to higher costs and general risks of
the mining industry, failure of plant, equipment or processes to operate as
anticipated, unexpected changes in mine life, final pricing for concentrate
sales, unanticipated results of future studies, seasonality and unanticipated
weather changes, costs and timing of the development of new deposits, success
of exploration activities, permitting time lines, government regulation of
mining operations, environmental risks, unanticipated reclamation expenses,
title disputes or claims, limitations on insurance coverage and timing and
possible outcome of pending litigation and labour disputes, as well as those
risk factors discussed or referred to in the Company's annual Management's
Discussion and Analysis and Annual Information Form for the year ended
December 31, 2008 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 Company's proposed
transaction with Aura Minerals and may not be appropriate for other purposes.
For further information: MEDIA INQUIRIES: Mansfield Communications Inc., Hugh
Mansfield, (416) 599-0024; Jodi Peake, Vice President, Corporate
Communications & Investor Relations, (416) 815-0220, Email:
investor(at)yamana.com; Letitia Wong, Director, Investor Relations, (416)
815-0220, Email: investor(at)yamana.com, www.yamana.com
(YAU)
END
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