Pan American Silver Corp. (TSX:PAAS) and Agnico Eagle Mines Limited (NYSE:AEM) made an unsolicited binding proposal to acquire remaining stake in Yamana Gold Inc. (TSX:YRI) from Van Eck Associates Corporation and others for $4.9 billion on November 4, 2022. Under the offer, each Yamana Share would be exchanged for approximately $1.0406 in cash, 0.1598 Pan American Shares and 0.0376 Agnico Eagle Shares, for an aggregate value of $5.02 per Yamana share. In addition, all outstanding restricted stock units of Yamana will be satisfied in cash. Pan American would acquire all of the issued and outstanding common shares of Yamana 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. The consideration consists of 153,539,579 common shares in the capital of Pan American; $1 billion in cash contributed by Agnico Eagle; and 36,089,907 common shares in the capital of Agnico Eagle. The transaction shall be implemented by way of a plan of arrangement under the Canada Business Corporations Act. At closing, existing Pan American and Yamana shareholders would own approximately 58% and 42% of Pan American, respectively. Similarly, at closing, existing Agnico Eagle and Yamana shareholders would own approximately 93% and 7% of Agnico Eagle, respectively. Yamuna will pay a fee of $250 million in case Yamuna terminates the transaction, and Pan American will pay a fee of $375 million in case Pan American terminates the transaction. The transaction is subject to court approval, approval of 66 2/3% holders of Yamana's common shares, approval of majority of Pan American shareholders, the Pan American and Agnico shares to be issued pursuant to the transaction shall have been approved for listing on the Nasdaq and TSX, regulatory approvals, Dissent Rights shall not have been exercised (or, if exercised, shall not remain unwithdrawn) with respect to more than 5% of the issued and outstanding Yamana Shares. Pan American Silver Corp. (TSX:PAAS) and Agnico Eagle Mines Limited (NYSE:AEM) executed an agreement to acquire remaining stake in Yamana Gold Inc. (TSX:YRI) from Van Eck Associates Corporation on November 8, 2022. The Board of Directors of Yamana unanimously approved the transaction. The Board of Directors of Pan American unanimously approved the transaction. The transaction would close late in the first quarter of 2023. Pan American Special Meeting is scheduled on January 31, 2023. As of January 31, 2022, Yamana and Pan American shareholders approve the transaction. The transaction would close late in the first quarter of 2023. On March 23, 2023, the Mexican Federal Economic Competition Commission approved the arrangement. All required regulatory, shareholder and court approvals, including the final court order, have now been received. As of March 28, 2023, as a result of closing conditions being met, Yamana Gold's shares will be removed from the S&P/TSX Composite Index prior to the open of trading on April 4, 2023. The arrangement is anticipated to be completed on or about March 31, 2023.

BMO Capital Markets and GenCap Mining Advisory Ltd. acted as financial advisor, BMO Capital Markets and National Bank Financial acted as fairness opinion provider, and Fred R. Pletcher, Graeme Martindale, Julie Bogle, Denes A. Rothschild, Subrata Bhattacharjee, Randy Morphy, Danielle Lewchuk, Steve Suarez and Edward Wang of Borden Ladner Gervais LLP acted as legal advisor to Pan American. Trinity Advisors Corporation and Maxit Capital LP acted as financial advisors and Patricia Olasker, Marc Pontone, Joseph DiPonio, Scott R. Hyman, Jim Dinning, Julie Colden, Gabriella Lombardi, Marie-Claude Bellemare and Aaron Atkinson of Davies Ward Phillips & Vineberg LLP acted as legal advisor to Agnico Eagle. Ryan J. Dzierniejko, Eric Sensenbrenner, Andrew Brady and June Dipchand of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Pan American Silver Corp. and Agnico Eagle Mines Limited. The special committee of the Board of Yamana has retained Scotiabank as financial advisor. Norton Rose Fulbright Canada LLP is acting as legal counsel to the special committee of the Board of Yamana. Yamana has retained Stifel GMP and Ted Hirst, Gunnar Eggertson, Derrick Pattenden and Michael Hirst of Canaccord Genuity Corp. as financial advisors. Cassels Brock and Blackwell LLP are acting as Canadian legal counsel to Yamana, and Adam Givertz, Ian M. Hazlett and Matthew B. Jordan of Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as United States legal counsel. Yamana?s registrar and transfer agent for the Yamana Shares is Computershare Trust Company of Canada. The co-transfer agent for the Yamana Shares in the United States is Computershare Trust Company, N.A. The transfer agent, registrar and depositary for Pan American is Computershare Investor Services Inc. Pan American retained Morrow Sodali (Canada) Ltd. to act as proxy solicitation and information agent in connection with the Special Meeting for a fee of CAD 85,000 ($62,892.15). BMO Capital Markets acted as due diligence provider to Pan American. Agnico?s registrar and transfer agent is Computershare Trust Company of Canada. Laurel Hill Advisory Group, LLC acted as proxy solicitation agent to Yamana Gold for a fee of CAD 125,000 ($92,488.45).

Pan American Silver Corp. (TSX:PAAS) and Agnico Eagle Mines Limited (NYSE:AEM) completed the acquisition of remaining stake in Yamana Gold Inc. (TSX:YRI) from Van Eck Associates Corporation and others on March 31, 2023. The Yamana shares are expected to be delisted from Toronto Stock Exchange as of the closing of the market on April 3, 2023 and from the New York Stock Exchange as of the opening of the market on April 3, 2023. In connection with the transaction, Pan American has identified three members of the former board of directors of Yamana who will be nominated for election to the board of directors of Pan American, being John Begeman, Alexander Davidson, and Kimberly Keating.