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VANCOUVER, BC and TORONTO, Nov. 8, 2022 – Pan American Silver Corp. (TSX: PAAS) (Nasdaq: PAAS) (“Pan American”) and Agnico Eagle Mines Limited (TSX: AEM) (NYSE: AEM) (“Agnico Eagle”) are pleased to announce that Yamana Gold Inc. (“Yamana”) has executed and delivered the arrangement agreement (the “Pan American-Agnico Agreement”) providing for our previously announced definitive binding offer dated November 4, 2022 (the “Pan American-Agnico Transaction”) pursuant to which Pan American would acquire all of the issued and outstanding common shares of Yamana (the “Yamana Shares”) and Yamana would sell certain subsidiaries and partnerships which hold Yamana’s interests in its Canadian assets to Agnico Eagle, including the Canadian Malartic mine. See Pan American’s and Agnico Eagle’s joint press release of November 4, 2022 for a detailed description of the Pan American-Agnico Transaction. A copy of the November 4, 2022 press release is available at: https://www.panamericansilver.com/news/pan-american-and-agnico-eagle-deliver-definitive-binding-offer-to-acquire-yamana/
The Yamana board of directors (the “Yamana Board”) had previously determined that the Pan American-Agnico Transaction constitutes a “Yamana Superior Proposal” as defined in the arrangement agreement dated May 31, 2022 between Gold Fields Limited (“Gold Fields”) and Yamana (the “Gold Fields Agreement”). Yamana entered into the Pan American-Agnico Agreement following receipt of written notice that Gold Fields waived its right-to-match under the Gold Fields Agreement. Gold Fields, however, has not terminated the Gold Fields Agreement and Yamana is not yet legally permitted to do so.
The Yamana Board now unanimously recommends that Yamana shareholders vote against the arrangement between Yamana and Gold Fields (the “Gold Fields Transaction”) at the Yamana shareholders’ meeting scheduled for 10:00 am (Toronto time) on November 21, 2022 (the “Yamana Meeting”).
The Pan American-Agnico Agreement will become effective only upon the earlier of: (i) the Gold Fields Transaction not being approved at the Yamana Meeting (the “Activation Date”); or (ii) Gold Fields electing to terminate the Gold Fields Agreement. Upon termination of the Gold Fields Agreement by Gold Fields in these circumstances, Yamana will be required to pay a termination fee of US$300 million to Gold Fields within two business days of such termination.
Agnico Eagle and Pan American are subject to customary restrictions in connection with making a “superior proposal” for Yamana. As a result, Agnico Eagle and Pan American are unable to make any further comment on the subject matter of this press release or engage in any communication that could influence the voting of securities of Yamana unless and until the Gold Fields Agreement is terminated. Accordingly, we will not be hosting a conference call or investor meetings and cannot respond to media or other inquiries at this time regarding the Pan American-Agnico Transaction. As soon as Agnico Eagle and Pan American are legally permitted to do so, we will actively engage with shareholders and other stakeholders to discuss the transaction.
At this time, there can be no assurance that the Gold Fields Agreement will be terminated. A copy of the Pan American-Agnico Agreement will be filed on the SEDAR profiles of each of Pan American and Agnico Eagle concurrently with related material change reports.
About Pan American
Pan American owns and operates silver and gold mines located in Mexico, Peru, Canada, Argentina and Bolivia. It also owns the Escobal mine in Guatemala that is currently not operating. Pan American provides enhanced exposure to silver through a large base of silver reserves and resources, as well as major catalysts to grow silver production. Pan American has a 28-year history of operating in Latin America, earning an industry-leading reputation for sustainability performance, operational excellence and prudent financial management.
Learn more at www.panamericansilver.com.
About Agnico Eagle
Agnico Eagle is a senior Canadian gold mining company, producing precious metals from operations in Canada, Australia, Finland and Mexico. It has a pipeline of high-quality exploration and development projects in these countries as well as in the United States and Colombia. Agnico Eagle is a partner of choice within the mining industry, recognized globally for its leading environmental, social and governance practices. Agnico Eagle was founded in 1957 and has consistently created value for its shareholders, declaring a cash dividend every year since 1983.
Learn more at www.agnicoeagle.com.
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