Gentlemen and Ladies, thank you for joining us, and good morning. We're pleased to host today's special meeting of shareholders in person as well as online. The Lumi platform is accessible to all of our shareholders and duly appointed proxy holders, and allows shareholders to participate, submit questions, and to vote. Please note that the recording of this meeting will be available on our website as you are familiar with that website, www.yamana.com. I would like to point out that all of our board members are in attendance at the meeting in person. The meeting is officially called to order. Sofia Tsakos, our Senior Vice President, General Counsel and Corporate Secretary, is appointed as Secretary of the meeting. Representatives of Computershare, a trust company of Canada, will act as the scrutineers of the meeting. I understand that everyone present in person has registered with the scrutineers. Subsequent to completion of the formal business of the meeting, a presentation and final remarks, literally final remarks, will be given. Those shareholders and proxy holders participating online are able to submit questions or comments at any time through the Lumi platform. Those wishing to submit a question or comment should click on the messaging icon at the top of your screen. Voting on the matter before us today will be by a poll. On a poll, every shareholder identified to vote on the matter has one vote in respect of each voting share that shareholder holds. Only registered shareholders who held shares in their name as of the close of business on December 14th of last year, that being our record date, or their validly appointed proxy holders are entitled to vote at this meeting. If you have already voted or sent in a proxy, there is no need for you to vote by poll unless you would like to change your vote. For those shareholders or proxy holders that are attending the meeting in person, you will have received a ballot when you checked in. You should record your vote on the ballot by marking the appropriate box for the poll and ensure that you sign and print your name on the ballot. The scrutineers will collect all of the ballots once discussion on the arrangement resolution that we're here to consider has concluded in a declaration voting closed on the arrangement resolutions. At this juncture then, I declare that voting closed on the arrangement resolution. The online poll will be open for the arrangement resolution momentarily. This will allow those who are online to choose to vote on the arrangement resolution immediately, or you may wait until the discussion on the arrangement resolution has concluded prior to you casting your vote. I now declare the poll open on the arrangement resolution. The notice of meeting was mailed on January the fourth of this year to shareholders of record on December the fourteenth. As I mentioned, our record date. The declaration of mailing will be retained with the records of the company. Based on the scrutineers report, proxies were received from the holders of a sufficient number of common shares to constitute a quorum, and as such, this meeting is properly constituted for the transaction of business. The final report on attendance will be retained with the records of the company. Now on to the formal business. Shareholders are being asked to consider a special resolution to approve the plan of arrangement under Section 192 of the Canada Business Corporations Act, involving, among others, Yamana Pan American Silver Corp, and Agnico Eagle Mines Limited. The full text of that resolution is set forth in Schedule A to the management information circular of our company that is dated December 20 of last year. To be effective, the arrangement resolution must be approved by the affirmative vote of not less than 2/3 Of the votes cast at this meeting. I note from the audience that the motion to approve the arrangement resolution has been made and seconded. As such, at this time, each registered shareholder and proxy holder will be asked to vote by ballot on the arrangement resolution. I therefore direct that poll now be taken. For those shareholders or proxy nominees here in person, once you have completed your ballot, although it seems as if everyone has already done so and submitted the ballots, but if you have not, please raise your hand and the scrutineers will collect them from you. Does anyone have a ballot that has not been collected? All right. For those of you who are attending the meeting online and have not voted on the arrangement resolution, please do so now, as the poll will close shortly. Please be reminded that if you have already voted or sent in a proxy, there is no need for you to vote by poll unless you would like to change your vote. I will close the poll on the arrangement resolution in a moment to allow online voting to catch up. I'm being motioned that the poll is now closed. Thank you for that. I have been advised by the scrutineers also that based on the votes represented by proxy at this meeting, a sufficient number of votes have been cast in favor of the arrangement resolution. I therefore declare that the arrangement resolution is carried. Rather than hold up the meeting for the final tabulation of votes, I direct that the final results of the poll be included with the minutes of this meeting and filed on SEDAR and EDGAR as required. As all of the formal business of the meeting has now been concluded, we will move to conclude the meeting, at least the formal part. I note that we have persons in attendance who have moved and seconded the motion to terminate the formal part of the business. You have heard the motion as moved and seconded. All in favor, please signify by raising your hand. Any opposed? The motion is carried. The meeting is now concluded, and I thank you. Now that the formal business of the meeting is concluded, we have some final remarks to share with you. The presentation should take about 15 minutes or so, and we will entertain questions after that. Ladies and gentlemen, thank you for being here today. We founded Yamana Gold in 2003 to be a disruptor, to make a difference, to create shareholder value. The business combination, which is being carried out today at a significant premium, is a natural next step toward that aim. The combination allows our shareholders to realize the inherent value of their shares, as well as the potential upside from the growth and revaluation of both Agnico Eagle and Pan American. Yamana has been blessed with an abundance of world-class and generational assets with significant upside. I'm excited to see how these assets, when combined with Pan American, Agnico, will create the new generation of top-tier precious metals producers. Although we've built a portfolio of low-cost, high-growth precious metals mines, our true strength has always been, our people. Our workers have consistently shown their dedication and commitment. Most recently, they have shown that in spades during the transition period as we have waited for the business combination to advance. Said differently, we didn't sit idle waiting for the combination. We continued with the business as usual. We continued to deliver on production and on costs and on cash flow. Thank you to all of our workers for that. I would like to express my gratitude to our senior management team. Their talent, extensive knowledge of the company operations, the steadfast commitment to Yamana's success has been instrumental in the company's progress and evolution over the past few years. Daniel Racine, Johan Bouchard, Luke Buchanan, Richard Campbell, Gerardo Fernandez, Craig Ford, Jason LeBlanc, Henry Marsden, and Sofia Tsakos. You are all exemplary leaders who have proven your expertise, dedication, and commitment to the company over many, many years. I'm not mentioning vice presidents and managers in our business, but your talents are superb and exemplary. I will not mention you by name, but you are in our heart and our minds. The effective governance and oversight of my fellow board members has also played a crucial role in the company's success and strategic decisions. I didn't mention you by name in the formal part of the business. Dick Graff, Alex Davidson, Dino Turturro, John Begeman, Jane Sadowski, Christian Bergeron, Daniel Racine, and Kim Keating. I see that some directors who are no longer on our board of directors, having retired, are in the audience as well. To all of you, I say thank you. It has been a pleasure to serve as founder, executive chairman, partner, and employee to help guide Yamana's direction. In recent years, we have taken a number of steps to transform this company into a leading precious metals producer. Starting in 2019, we initiated a program of capital recycling with the sale of our Chapada mine and used the resulting added financial flexibility to pursue low capital cost, high return projects such as the phased expansion at Jacobina, the underground development at Canadian Malartic, and the cash flow optimization at El Peñon. We recognize the importance of resources and reserves, the replenishment of those resources and reserves, and we were willing to spend on exploration which has delivered impressive results. We also took, and this is one that I think is unheralded and should receive more recognition. We took corporate actions such as the creation of MARA to unlock the value of our Agua Rica project. Of course, we acquired Wasamac, our Wasamac mine, that expanded our presence in one of the more prolific mining regions in the world, Abitibi in Quebec. These actions support a multi-decade base case outlook with a sustainable production platform of at least 1 million gold equivalent ounces. Building on this strong foundation, our board has approved the Yamana 1.5 Plan, that has identified a path to progressively increase production to at least 1.5 million gold equivalent ounces through a series of projects and optimizations with very modest capital requirements. Low capital intensity. These assets in our portfolio support a production that is a double of that. We've made a commitment to operational excellence in the company, and the corporate actions we have taken over the past several years have allowed us to deliver on the key reasons why one would want to invest. We recently released our preliminary 2022 operating results. As I mentioned a few moments ago, I am pleased to highlight that we once again met our guidance, all while continuing to progress our corporate and strategic initiatives on the corporate side on time and on budget, and including this strategic initiative, this transaction. This strong operational performance has allowed us to deliver strong free cash flow and improve our financial performance. This operational and financial performance, taken together with our leading governance practices, has resulted in recognition in the market with Yamana's largest shareholder recently commenting that Yamana is one of the best-run gold companies in the world. Despite these accolades and the advancement of the Yamana 1.5 Plan, that plan that gets our production platform up by at least 50% to strengthen the company's organic and low-cost growth profile, it became apparent to our board of directors that the inherent value of our asset portfolio, the attractive growth profile, were not adequately reflected in the prevailing market price. In early 2020, our board mandated a fulsome strategic review of internal and external alternatives to generate sustainable growth and to unlock intrinsic value in our portfolio of assets. After a robust evaluation process and pursuit of several opportunities, Yamana has engaged in a transaction with Agnico Eagle and Pan American Silver to further unlock the value inherent in our existing assets for the benefit of you, our shareholders. This transaction is the superior proposal that topped a previous deal that itself implied a value well in excess of our share price and market capitalization. This transaction is the result of a thorough strategic review process that aimed to maximize shareholder value, recognizing that the market price, as I said a few moments ago, did not fully reflect the inherent value in our asset portfolio and the growth potential of the company. Senior management has been evaluating throughout the course of the last couple of years potential mergers of equals transactions, transformative acquisitions, and change of control transactions that would offer a premium and has held discussions with potential acquirers and merger partners representing the relevant parties in the precious metals industry. We initially, as you are aware, reached a consensual agreement with Gold Fields as an optimal way to unlock our inherent value. Upon the unanimous recommendation of our Special Committee of independent directors, the Yamana board, after consultation with our outside financial advisors and legal advisors, determined that a new bid from Agnico Eagle and Pan American Silver that materialized late last year was superior. We now thank our shareholders, all of you, for having approved that deal. I am proud of the efforts of our management and board to unlock and maximize shareholder value above the prevailing market price through the mandated strategic review process of the last couple of years. It's also important to note that in addition to the increased shareholder value, we are also ensuring that ESG principles and best practices are adhered to through operational management and board integration. This integration affords continuity, risk mitigation, and retention of corporate knowledge. We will assist in the deploying of best practices in asset optimizations, cost mitigation, health, safety, environmental, and community relations improvements similar to what we have been successfully doing at Yamana. Under the terms of the proposed and now approved transaction, each amount of share will be exchanged for $1.04 in cash, 0.1598 Pan American shares, and 0.0376 Agnico shares. That's a lot to say and to digest. What it means is that it represents a consideration value that is nearly CAD 8 billion today. That consideration represents a 23% premium to the unaffected price on November 3rd and a 15% premium to the implied price on that initial Gold Fields offer that I mentioned a moment ago, based on the spot price of Gold Fields shares as of the market close on that same date, November the 3rd. Adding to which is the Gold Fields offer itself imposed a significant premium, implying that we have received as shareholders a premium on a premium transaction. Importantly, it is anticipated that Yamana shareholders will own 42% of Pan American Silver and 7% of Agnico Eagle on a pro forma basis. This transaction includes a significant cash consideration, that $1 billion in total, which is particularly valuable in times of increased capital market volatility. It also crystallizes the strong share price performance and historically high exchange ratios of Yamana compared to both Pan American Silver and Agnico Eagle. I want to spend a few moments discussing what that means. It's not just about aggregate value, it's also about comparative value and sharing of shares. The Agnico share exchange ratio has risen by 33% year-to-date in favor of Yamana. By 10% since mid-May of 2022. It is at 29% above the three-year average. Similarly, Pan American shares, the share change ratio, has increased in favor of Yamana by 101% year-to-date and by 49% since May and stands 78% above its three-year average. What does it all mean? Yamana shareholders will benefit from these material improvements in the share exchange ratio through an increased pro forma ownership in each company and will be positioned to further benefit as Agnico and Pan American realize superior value and synergies from this transaction. Now, in addition to crystallizing value and realizing the potential upside from our continuing equity interest in both Pan American and Agnico, Yamana shareholders will benefit from the increased scale and improved positioning, as well as certain synergies and strategic opportunities. These are some of the factors that our special committee and board of directors took into account in considering this a superior proposal. This deal will confirm Agnico's position as the leading senior Canadian gold producer. As a result of the transaction, Yamana shareholders will benefit from Agnico's expanded scale and the consolidation of Canadian Malartic and the projects in the prestigious Abitibi district. In addition, Agnico will now own two of the biggest gold mines in Canada and will produce over 80% of its gold production from this country. The consolidation of Canadian Malartic also offers potential benefits in terms of exploration, the conversion of mineral resources, the use of excess mill capacity at Canadian Malartic, and other strategic optimizations from consolidation, consolidating the infrastructure in Abitibi and incorporating skill sets into the combined company. Through the merger with Pan American, we took into account that Yamana shareholders will benefit from the increased scale and diversity in Latin America, strong operational cash flow, and optionality from potential reopening of the Escobal mine, which is a premier silver deposit and a built mine. The company will produce 25-30 million ounces of silver and approximately 108 million ounces of gold, or roughly 1.4 million ounces gold equivalent per year. It will become a substantial, one of the more significant companies in our industry. This is a transformational transaction for Pan American, we as shareholders will benefit from that transformation. The merger between Yamana and Pan American will create, as I mentioned, a leading Latin American-focused precious metals producer with significantly higher production output. On a combined basis, production of the combined company will increase by approximately 90% in gold equivalent ounce terms and around 60% and 100% growth, respectively, in silver and gold production. The combined portfolio will have considerable mineral reserves, almost 14 million ounces of gold and almost 630 million ounces of silver, supporting a sustainable production profile that benefits from geographic and production diversity across mining-friendly, certainly rules-based mining jurisdictions. The combined company will also work proactively to integrate Yamana's management and board, delivering a number of benefits to shareholders that include retention of corporate knowledge, as I mentioned, the implementation of operational best practices for portfolio, and asset optimization, and to adhere to proper ESG principles. Ladies and gentlemen, I have had the privilege of working with the senior management and board of Yamana for nearly 20 years. I can attest that their exceptional integrity, intelligence, and dedication, these qualities will undoubtedly benefit the combined company. The transaction will also enhance Agnico Eagle's presence in the Abitibi region, increasing the number of operating mines to five, with an estimated production base of 2.1 million ounces of gold. That is as of 2022, that number will likely increase with near-term upside potential, particularly with the development of Wasamac. The deal also strengthens Agnico's mineral resources in the region, increasing mineral reserves to 32 million ounces, as well as 25 million ounces of measured and indicated resources and 25 million ounces of inferred resources. With this expanded resource base and strong presence in Abitibi, Agnico will be positioned to take advantage of approximately 40,000 metric tons per day of excess mill capacity at Canadian Malartic that potentially will uncover additional value. Let's turn for a moment to ESG. ESG and responsible investment considerations are profoundly reshaping business models, and they're quickly becoming embedded into the M&A process. With the power to unlock competitiveness, profitability, and to attract incremental capital, ESG is more essential than ever as stakeholders expect companies to play their part in creating a fairer and more sustainable planet. ESG is increasingly an important, not yet the only, but an important factor as sustainability becomes central to each deal thesis. Against this backdrop, parties to this business combination are progressively looking to assess potential partners. Let me say that differently. All business combinations, partners are looking to other potential partners for ways to advance their ESG agendas. This was an important part of the proposed business combination with Pan American, certainly a factor that our board took into consideration as both companies advanced their similar climate action strategies. From a greenhouse gas emissions perspective, Yamana Gold's production represents some of the greenest ounces in the industry. This, in part, was one of the reasons Yamana was such an attractive partner for a business combination. El Peñon in Chile has emission intensity of 95 kilograms of carbon dioxide equivalent per gold equivalent ounce due to the high ore grades and the use of hydroelectricity, with Jacobina in Brazil emitting 104 kilograms of carbon dioxide equivalent per gold equivalent ounce due to high grades and a renewable energy power purchase agreement. When the business combination between Yamana and Agnico Eagle and Pan American Silver closes, we expect within the next few weeks, certainly in the month of February, the combined company of Yamana and Pan American Silver will see overall emissions cuts of 384 kilograms of carbon dioxide equivalent per gold equivalent ounce. Going from that to 292 kilograms of carbon dioxide equivalent per gold equivalent ounce. That's a lot of numbers and a lot of words. What it means is it improves the position of the combined company, it improves the position of Pan American Silver from 16th in the Scotiabank's GHG intensity curve to 7th. It will be one of the better, one of the lesser emitters of greenhouse gases. Agnico's greenhouse gas intensity will also improve with an additional 50% shareholding in Canadian Malartic and the development of Wasamac. Let me conclude by saying this. Once again, thank you to all shareholders and employees who have joined us at this special meeting. I am grateful for the opportunity to have worked with the talented and dedicated team of professionals in our management and at our mines over the years. I have every confidence that the combination of Pan American and Agnico will be a success. I'm excited for all of you as you embark on this new chapter. Thank you for your hard work and commitment to Yamana. I wish you all the best. Now not yet. The star of the show is our operations. The star of the show is the leader of those operations, which is Daniel Racine. Daniel, I invite you please to provide some concluding remarks. Peter took a big chance yesterday morning asking me to speak today because I was not supposed to say anything. For those of you in the office that knows when we do our town hall, when he asked me to speak, I can speak for long time, long minutes. I'll try to be brief today, just thanking a few group or few people. I have to start with Peter. In 2014, I will always remember the Thursday night that the deal that Yamana and Agnico were buying Osisko. I was having dinner with one of my former teacher. I was a young retiree at the time. I'm still young, but I was younger at that time, almost nine years ago. The teacher asked me, "Oh, what will happen?" I said, "I don't know. Maybe I'll get a call." For sure, Craig McKnight, the next day, called me to come and meet Peter and the team in the, in the office. I said, "Yes." I was retired for two months, and I came back, and this guy put, you know, I say, French language] in my highs. Spark in my highs. Now, today, I can say I'm not retiring tomorrow or in the next few years. I'll be involved in this industry, and I'll be happy to do that. Thank you, Peter, for your trust. The same for our board. I think with over the years, we developed camaraderie and trust between all of us at the, at the board level. Thank you. In 2018, you approved when Peter asked me to step as a CEO and lead the company. I think we did really great during that period of time and before that. Thank you to the board. My closest allies, the SEC member, our senior executive group. Peter mentioned them. Thank you so much to all of them. Without you, I couldn't be here today. You're supporting me. You're always there to listen, to help, and to guide me during the many years I was with Yamana. Thank you to all. The same as Peter said to, you know, to the vice president and below. Before talking to them, I'd like to also thank our Toronto office employees, our regional office employees. Without you, nothing of this could have happened. You've been dedicated to the company, and I really appreciate that. I have to thank our shareholders, our analysts who are in the room and then who've supported us for many years, the bankers, our auditors, our lawyers, our vendors, everybody that had helped to support us over the years. You know, we went through the pandemic, we were able to operate, and then that's a great help of our contractors, all our consultants that have helped us during that time. Finally, I have to thank the man and the woman that each day they go to the mine to mine the gold, to produce, to break the ore, bring it to the mill, produce the gold and the silver that made that company so successful over the past many years. I think without them, we wouldn't be here today, we would have been what we are and then the success we have. I thank them. I'm very privileged that in the next two weeks, starting tomorrow, I'm gonna visit all our operation or our projects. Tomorrow, me and Johan, we're going in Abitibi to visit Wasamac, meet the people there, meet Odyssey at Canadian Malartic, the people and the project. Next week with Peter, we're traveling to visit the four mines in South America. As you have seen, I'll not say that's the last time I'm going there, because I'm sure I'm gonna go again to all these mine. Mining is a small word, and there's some of you in this room that knows for a fact that we've worked together in the past at other places. We will again work together, many of you. I'll work with many of you in the future again. Thank you very much. It's a bit an emotional day, to be honest with you. First for sure, the closing will be a little bit more, but we have some, still some time to work together. Thank you, thank you, thank you. Obrigado. Muchos gracias. Merci. The most significant meeting of the history of this company. It's also been the shortest. Are there any questions or comments either online or in the audience? There is a question, yes. Yes. There's a microphone coming for you, sir. Thank you. Yes, I'd like to know how long is Yamana been trading on the stock exchange? It goes back to the mid-nineties as an entity. No, no, I meant from now on. How long will Yamana exist as a company still? Yeah. Since 2003. The company was taken public by reverse takeover in 2003 of a shell company called Yamana Resources. We liked the name Yamana, changed it to Yamana Gold, and did our first $55.5 million raise, and bought these assets in Brazil that then formed the initial iteration of Yamana. 2003. 19 years. That wasn't the question. The question is, right now I can buy and sell Yamana on this, through on the stock exchange. How long can I buy and sell Yamana? My apologies. The company will continue to trade until we close the deal. I'm assuming, Sofia, on the day of closing, the company will stop trading. We'll give notification of what that date is. There's still a couple of technical, literally technical, approvals that we're looking, one in particular, that we're looking to get of the three companies. Once that's received, we would expect to be closing. We expect it sometime in February. We're still hopeful that in the next couple of weeks we'll be closing. The stock will continue to trade during that period, and after that it will cease to trade and cease to exist as a public company. Thank you. Thank you. If I can blend the two points, it will be just shy of 20 years that the company will have existed. If I can promote a little bit, for those of you who were there 20 years ago, who did that initial capital raise, and some of you are here and bought that stock, we did our initial capital raise as CAD 1 per share, and we're trading above CAD 8 per share. I think that's a pretty decent return for 19 years. Any other questions? Well, I don't think there are. With that, we'll conclude the meeting. Thank you for joining us today. For those in attendance in person, there are refreshments at the back. For those of you who are online through the webcast, thank you for joining, and we look forward to seeing you at our next venture.
Loading workspace