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Yamana Signs Arrangement Agreements with Agnico and Pan American, Announces Changes to Recommendations, Canadian Business Journal

TORONTO, Nov. 08, 2022 (GLOBE NEWSWIRE) — Yamana Gold Inc. (TSX: YRI, NYSE: AUY, LSE: AUY) (“Yamana” or “we”) today announced that it has entered into an arrangement agreement. Announced. With Agnico Eagle Mines Limited (“Agnico”) and Pan American Silver Corp. (“Pan American”), the acquisition by Pan American of all outstanding and outstanding shares of our common stock and the acquisition of certain subsidiaries and partnerships. Yamana’s interest in Canadian assets, including the Canadian Maraltic Mine sold by Yamana, will be retained by Agnico, all under a proposed arrangement plan (the “Agnico-Pan American Arrangement Agreement”).

The terms of the Agnico – Pan American Arrangement Agreement remain the same as those previously announced by the Company on November 4, 2022 (the “Agnico – Pan American Transaction”) and are set forth in the relevant press release.

The Agnico – Pan American Arrangement Agreement provides Gold Fields Limited (“Gold Fields”) with a five (5) business day right of reconciliation and a period for response under the Arrangement Agreement entered into between the Company and Gold Fields on May 31, 2022. Concluded following waiver. (“Goldfields Arrangement Agreement”).

The Board of Directors of the Company (the “Board”) has unanimously requested that Yamana’s stockholders vote against its recommendation regarding the pending transaction with Gold Fields under the Gold Fields Arrangement Agreement (the “Gold Fields Transaction”). Recommended by consensus. To consider the gold ore transaction at the Yamana Extraordinary General Meeting of Shareholders (hereinafter referred to as the “Yamana General Meeting”) held for the purpose of considering the gold ore transaction. The Yamana Conference is scheduled to be held on Monday, November 21, 2022 at 10:00 am (Toronto time).

The Board, after consultation with independent financial and legal counsel, and based on the unanimous recommendation of the Board’s Special Committee of Independent Directors, has determined that the Agnico and Pan American transaction is “Yamana’s Excellent Proposal.” Decided in good faith. Subject to the terms of the Gold Fields Arrangement Agreement.

The Agnico Pan-American Arrangement Agreement as a “permission acquisition agreement” under the Gold Fields Arrangement Agreement shall not be approved by Yamana’s shareholders at the Yamana Shareholders’ Meeting unless Gold Fields elects to terminate Gold Fields. shall take effect in the event Arrangement contract by then.

A copy of the Agnico – Pan American Agreement is filed in the company’s SEDAR profile concurrently with the relevant material change report.

Advisor and Counsel

A special committee of the Board of Directors has hired Scotiabank as financial advisor. Norton Rose Fulbright Canada LLP serves as legal counsel to a special committee of the Board of Directors. Yamana has employed Stifel GMP and Canaccord Genuity Corp. as his financial advisors. Cassels Brock and Blackwell LLP are acting as legal counsel in Canada, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel in the United States.

About Yamana

Yamana Gold Inc. is a Canada-based precious metals company with significant gold and silver production, development stage properties, exploration properties and land locations throughout the Americas, including Canada, Brazil, Chile and Argentina. I am a producer. Yamana targets expansion and optimization efforts at existing operating mines, development of new mines, enhancement of exploration profile and, at times, other integration opportunities primarily focused on the Americas. , intends to continue building on this foundation.

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This news release contains “forward-looking statements” and “forward-looking information” within the meaning of the Private Securities Litigation Reform Act of 1995 under applicable Canadian securities laws. or incorporated by reference. Agreements, including but not limited to information regarding the completion of the Agnico Pan American Transaction, the Gold Fields Transaction or the Agnico – Pan American Transaction, the possible termination of the Gold Fields Arrangement Agreement, and the effectuation of the Agnico – Pan American Arrangement; Prior to terminating the Gold Fields Arrangement Agreement. Whether or not the Goldfields transaction will be approved by the Yamana Conference. Requirements and timing of the US$300 million termination fee Yamana will pay to Gold Fields. Submission of the Pan American-Agnico Agreement, and related material change report on his SEDAR profile on Yamana. Forward-looking statements are characterized by words such as “plans,” “expects,” “budget,” “goals,” “projects,” “intends,” “believes,” “expects,” “estimates,” and similar terms. You can Or, a statement that a particular event or condition “may occur” or “will occur.” Forward-looking statements are based on management’s opinions, assumptions and estimates that were believed to be reasonable at the time the statements were made and are inherently subject to various risks and uncertainties and actual events or outcomes. subject to other known and unknown factors that may cause differ materially from those anticipated in the forward-looking statements. These factors include transaction risk, the risk associated with consummating transactions with Gold Fields or Agnico and Pan American. This includes receipt of all necessary regulatory, court and security holder approvals in connection with transactions with Gold Fields or Agnico and Pan American. Discussed in this document and in the Company’s Annual Information Forms filed with the securities regulators of all Canadian provinces and available at www.sedar.com and in the Company’s Annual Report on Form 40-F filed with United or as a mentioned risk factor. US Securities and Exchange Commission. Although we have attempted to identify important factors that could cause our actual actions, events or results to differ materially from those set forth in the forward-looking statements, the actions, events or results There may be other factors that are expected, estimated or unintended. 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. Except as required by applicable law, we undertake no obligation to update any forward-looking statements if circumstances or management’s estimates, assumptions or opinions change. Readers are cautioned not to place undue reliance on forward-looking statements.


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Yamana Signs Arrangement Agreements with Agnico and Pan American, Announces Changes to Recommendations, Canadian Business Journal

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