Yamana Gold Inc. (TSX: YRI) (NYSE: AUY) (LSE: AUY) announced that the Company has entered into an arrangement agreement with Agnico Eagle Mines Limited and Pan American Silver Corp. for the acquisition by Pan American of all of the issued and outstanding common shares of the Company and the sale by Yamana of certain subsidiaries and partnerships which hold Yamana’s interests in its Canadian assets, including the Canadian Malartic mine, to Agnico, all by way of a proposed plan of arrangement.

The terms of the Agnico – Pan American Arrangement Agreement remain the same as previously announced by the Company on November 4, 2022 and found in the related press release.

The Agnico – Pan American Arrangement Agreement was entered into following the waiver by Gold Fields Limited of its 5 business day matching right and response period under the arrangement agreement entered into between the Company and Gold Fields on May 31, 2022.

The Board of Directors of the Company has changed its recommendation with respect to the pending transaction with Gold Fields pursuant to the Gold Fields Arrangement Agreement and now unanimously recommends that Yamana shareholders vote against the Gold Fields Transaction at the special meeting of Yamana shareholders to be held to consider the Gold Fields Transaction. The Yamana Meeting is scheduled to be held at 10:00 am (Toronto time) on Monday, November 21, 2022.

The Board has unanimously determined in good faith, after consultation with its outside financial and legal advisors, and upon the unanimous recommendation of the special committee of independent directors of the Board, that the Agnico – Pan American Transaction is a “Yamana Superior Proposal” in accordance with the terms of Gold Fields Arrangement Agreement.

The Agnico – Pan American Arrangement Agreement, as a “Permitted Acquisition Agreement” under the Gold Fields Arrangement Agreement, will become effective upon the Gold Fields Arrangement Agreement not being approved by Yamana shareholders at the Yamana Meeting unless Gold Fields elects to terminate the Gold Fields Arrangement Agreement before then.

A copy of the Agnico – Pan American Agreement will be filed on the SEDAR profile of the Company concurrently with the related material change report.

Advisors and Counsel

The special committee of the Board has retained Scotiabank as financial advisor. Norton Rose Fulbright Canada LLP is acting as legal counsel to the special committee of the Board. Yamana has retained Stifel GMP and Canaccord Genuity Corp. as financial advisors. Cassels Brock and Blackwell LLP are acting as Canadian legal counsel to Yamana, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as United States legal counsel.

About Yamana

Yamana Gold Inc. is a Canadian-based precious metals producer with significant gold and silver production, development stage properties, exploration properties, and land positions throughout the Americas, including Canada, Brazil, Chile and Argentina. Yamana plans to continue to build on this base through expansion and optimization initiatives at existing operating mines, development of new mines, the advancement of its exploration properties and, at times, by targeting other consolidation opportunities with a primary focus in the Americas.