Gold Fields Limited (JSE, NYSE: GFI) (“Gold Fields”) and Yamana
Gold Inc. (TSX:YRI; NYSE:AUY; LSE:AUY) (“Yamana”), today announced
that they have entered into a definitive agreement (the
“Arrangement Agreement”), under which Gold Fields will acquire all
of the outstanding common shares of Yamana (“Yamana Shares”)
pursuant to a plan of arrangement (the “Transaction”).
Under the terms of the Transaction, all of the
outstanding Yamana Shares will be exchanged at a ratio of 0.6 of an
ordinary share in Gold Fields (each whole share, a “Gold Fields
Share”) or 0.6 of a Gold Fields American depositary share (each
whole American depositary share, a “Gold Fields ADS”) for each
Yamana Share (the “Exchange Ratio”).
The Transaction implies a valuation for Yamana
of US$6.7 billion and represents a premium of 33.8% to the 10-day
Volume-Weighted Average Price (“VWAP”) of Yamana’s Shares of US$
5.201 on Friday, May 27, 2022, being the last trading day on the
NYSE prior to the date of this announcement, based on the 10-day
VWAP of Gold Fields ADSs of US$ 11.592. Upon closing of the
Transaction, it is anticipated that Gold Fields Shareholders and
Yamana Shareholders will own approximately 61% and 39% of the
Combined Group, respectively.
The acquisition of Yamana by Gold Fields
significantly strengthens the ability of the combined company (the
“Combined Group”) to deliver on Gold Fields’ three strategic
pillars: maximizing asset potential; advancing ESG commitment; and
growing the value and quality of its asset portfolio. The Combined
Group has the potential to create significant long-term value for
shareholders through greater scale, an industry-leading portfolio
of assets, an enhanced production profile with significant growth
potential, operational and geological synergies, and a strengthened
financial profile for future growth and shareholder returns.
Gold Fields’ Board believes that offering the
Gold Fields Consideration Shares is the best way to capture and
unlock growth opportunities while still maintaining financial
flexibility, capital and operational discipline, and providing
attractive returns to shareholders. Strong near-term operating cash
flows from Gold Fields’ producing assets complement the manageable
capital requirements of Yamana’s world class, high return project
portfolio, providing greater capacity to fund the combined growth
pipeline internally, while maintaining shareholder returns in line
with Gold Fields’ existing policy.
- As traded on the New York Stock Exchange (NYSE)
- As traded on the NYSE
Yamana is a natural strategic fit for Gold
Fields, with its high quality, diversified portfolio of long life
assets located in mining friendly rules-based jurisdictions across
the Americas (including its five producing mines and pipeline of
development projects and exploration properties) and with a shared
focus on health and safety and ESG performance.
With the combination of Gold Fields’ and
Yamana’s portfolio of assets, Gold Fields will become a new global
gold major able to create value at every stage of its pipeline.
The Combined Group will maintain its presence in
all regions while continuing to honour commitments to stakeholders.
Gold Fields believes that this Transaction offers employees and
communities more opportunities in the long-term given its track
record of ongoing investment in the regions in which it
operates.
The Transaction has been unanimously approved by
the Board of Directors of both Gold Fields and Yamana and is
expected to close in the second half of 2022 subject to and
following the satisfaction of the conditions precedent to the
Transaction. Gold Fields will remain headquartered in
Johannesburg.
The acquisition will be implemented by way of a
plan of arrangement of Yamana under the Canada Business
Corporations Act (“CBCA”) pursuant to the Arrangement Agreement
entered into between Gold Fields and Yamana dated 31 May 2022. The
consideration payable (the “Transaction Consideration”) to the
shareholders of Yamana will consist of either, at the election of a
Yamana shareholder, newly issued Gold Fields Shares or newly issued
Gold Fields ADSs, which each represent one Gold Fields Share, in
accordance with the Exchange Ratio. The Gold Fields Shares are
listed on the Johannesburg Stock Exchange (“JSE”) and the Gold
Fields ADSs are listed on the NYSE.
Chris Griffith, Chief Executive Officer
of Gold Fields said: “Today we are announcing the
acquisition by Gold Fields of Yamana, two companies with
complementary portfolios, cultures and strategic priorities. The
result is a combination with much greater capacity and potential
value than the sum of its parts. Each company brings with it a
unique set of skills and geological knowledge, enabling the
Combined Group to enhance its assets more efficiently over the
long-term than they could as separate companies.
“Today’s announcement is the result of a robust
and extensive process carried out by the Gold Fields’ Board and
management team to identify the optimum solution to support our
revised strategy. Yamana’s high-quality asset base in the Americas
and strong development and exploration pipeline will further
diversify the geography of our portfolio, creating a top-4 global
gold major, well positioned to deliver long-term value creation.
Combined, Gold Fields will boast an industry leading portfolio of
high-quality, long-life flagship assets that span some of the
world’s most established gold mining jurisdictions.
“Like Gold Fields, Yamana is focused on
operational delivery, disciplined capital allocation, portfolio
management, maximising shareholder returns, and upholding leading
sustainability, safety and ESG performance. These shared priorities
are foundational to this Transaction.”
Peter Marrone, Executive Chairman of
Yamana Gold said: “This is an outstanding opportunity for
our shareholders, employees and the local communities in which we
operate throughout the Americas. The Transaction delivers an
immediate and compelling premium for Yamana Shareholders,
reflecting the inherent fair value of our assets, while also
offering an opportunity to benefit from the creation of a new
global gold producer with an attractive value proposition.
“We saw significant merit in pursuing
discussions with Gold Fields because of the quality of their
company on a standalone basis and because of the quality a
combination would create. After many months of discussions and
conduct of diligence, including site diligence, over a period
beginning late last year, we felt even more certain in our premise
that Gold Fields was a high-quality standalone company and the
company resulting from the combination would be even better. We
were also encouraged and influenced by Gold Fields’ conclusions,
after their extensive diligence, of what was our inherent, fair
value.
“The combination of Yamana and Gold Fields
creates a world-class, globally diversified company with regional
relevance across premier, rules-based mining jurisdictions that is
underpinned by low cost, long life mines. The combined entity will
be well positioned to deliver long-term value creation with its
enhanced scale, management strength and improved capital markets
profile. Yamana and Gold Fields also have complementary corporate
cultures and values with an ESG-first operating model with a strong
focus on supporting host communities and environmental
stewardship.
“We believe that Yamana's shareholders’
ownership of the Combined Group reflects the fair value of the
contribution that each company brings.”
Strategic Rationale for Gold
Fields
The Transaction has a compelling strategic
rationale and is expected to provide considerable benefits to the
shareholders of Gold Fields (“Gold Fields Shareholders”),
shareholders of Yamana (“Yamana Shareholders”) and the Combined
Group’s employees and stakeholders. The Transaction will bring
together two highly complementary gold portfolios with an enhanced
long-term value proposition, centred around:
- Growing
the value and quality of our portfolio of assets with an
industry-leading combined portfolio of high-quality assets
comparing favourably to the scale, cost and life of the
premium-rated majors, and an appropriate balance of existing
production with future growth;
-
Enhanced geographical diversification with a
combined portfolio of high-quality assets across the world’s
premier mining jurisdictions in South Africa, Ghana, Australia,
Canada, and South America, with risk mitigated through a balanced
geographical spread and majority exposure to OECD countries;
-
Strengthened financial position driven by Gold Fields and
Yamana’s highly complementary cash flow generation
profiles with strong near-term operating cash flows from
producing assets, healthy balance sheets and staggered major
capital investment cycles providing the Combined Group with greater
capacity to fund its project pipeline without compromising balance
sheet flexibility or shareholder returns;
-
Industry-leading growth pipeline combining Gold
Fields’ track record in portfolio optimisation and project
development with Yamana’s current assets and deep pipeline with
accelerated growth potential. The Combined Group will benefit from
the near-term growth of Gold Fields’ Salares Norte and South Deep
mines, and longer-term growth from Yamana’s Wasamac, Malartic
Odyssey and MARA projects as well as additional opportunities in
Yamana’s high-quality exploration pipeline;
-
Complementary cultures and aligned strategic
priorities with shared values as disciplined, value-driven
companies focused on operational delivery, capital allocation,
portfolio management, responsible growth and shareholder returns
underpinned by a strong focus on people, particularly their safety,
and upholding leading sustainability and ESG performance. The
Combined Group will continue to commit to Gold Fields’ 2030
decarbonisation, environmental, safety and health, diversity and
stakeholder value creation targets; and
- Initial
target pre-tax synergies of approximately US$40 million per
year anchored in operational integration, as well as
potential financing synergies and a streamlining of overhead cost
structures.
Strategic Rationale for
Yamana
For shareholders of Yamana, the Transaction
presents compelling rationale including:
- Company
scale with Yamana Shareholders retaining approximately 39%
ownership in the combined top tier, globally diversified, senior
gold producer, ranked highest by reserve life index relative to
senior gold peers, third largest by gold production in 2024, and
fourth largest by market capitalization;
-
International presence and regional relevance with
14 mines providing regional relevance across premier, rules-based
mining jurisdictions including North America, South America, Africa
and Australia;
-
Management strength with the Combined Group
offering Yamana Shareholders industry leading management bench
strength which shares the philosophy of managing regionally
dominant platforms. Gold Fields’ management provides significant
experience in certain geologies such as paleo placer deposits which
could unlock the full value of the Jacobina gold belt in addition
to significant experience in advancing projects which will be of
strategic significance in the advancement of Yamana’s portfolio of
world class development assets;
-
Enhanced capitalized position along with exposure
to significant near-term production and cash flow growth from Gold
Fields’ portfolio, improving the ability to deliver a leading
growth profile through Yamana’s high return, project pipeline
including MARA, Odyssey, Wasamac, Jacobina’s phased expansion in
addition to further opportunities throughout the portfolio;
-
Realization of inherent fair value, crystallizing
value for Yamana Shareholders while allowing for upside
appreciation from further growth and the potential re-rating of the
combined portfolio.
Board of Directors’
Recommendations
Gold Fields has engaged financial and legal
advisors, which are listed below. The Board of Directors of Gold
Fields has unanimously approved the Arrangement Agreement. The
Board of Directors of Gold Fields recommends that Gold Fields
Shareholders vote in favour of the Transaction.
After consultation with its outside financial
and legal advisors, the Board of Directors of Yamana has
unanimously approved the Arrangement Agreement. The Board of
Directors of Yamana recommends that Yamana Shareholders vote in
favour of the Transaction. In addition, all of the Directors and
Senior Officers of Yamana, have entered into binding voting support
agreements with Gold Fields under which such individuals have
agreed to support and vote their Yamana Shares in favour of the
Transaction. The Board of Directors of Yamana has received fairness
opinions from Canaccord Genuity Corp. and Scotiabank that, as of
the date of each such opinion, and based upon and subject to the
assumptions, limitations and qualifications stated in each such
opinion, the Transaction Consideration to be received by Yamana
Shareholders is fair from a financial point of view to Yamana
Shareholders.
Transaction Summary and
Timing
The Transaction will be effected by way of a
plan of arrangement under the CBCA, pursuant to which all of the
Yamana Shares will be acquired by a wholly-owned indirect
subsidiary of Gold Fields in exchange for the Transaction
Consideration to be settled by Gold Fields in the form of the Gold
Fields Consideration Shares. Pursuant to the terms of the
Transaction, the consideration payable to the Yamana Shareholders
at closing of the Transaction will consist of: either newly issued
Gold Fields Shares; or at the election of Yamana Shareholders,
newly issued Gold Fields ADSs, which each represent one Gold Fields
Share together the “Gold Fields Consideration Shares”), in
accordance with the Exchange Ratio. The Transaction will require
the approval of at least 66 2/3% of the votes cast by Yamana
Shareholders voting in person or represented by proxy at a special
meeting of Yamana Shareholders called for that purpose. The
issuance of Gold Fields Consideration Shares under the Transaction
is also subject to the approval of at least 75% of the voting
rights exercised on such resolution by Gold Fields Shareholders at
a special meeting of Gold Fields shareholders called to approve the
Transaction. The Transaction is subject to, among other things, the
approval by the Ontario Superior Court of Justice (Commercial
List), applicable stock exchange approvals and other regulatory
approvals.
The Arrangement Agreement includes reciprocal
non-solicitation provisions (subject to provisions allowing the
Board of Directors of each of Gold Fields or Yamana to exercise
their fiduciary duties to change their recommendation and/or to
enter into a permitted acquisition agreement in certain
circumstances), and rights to match superior proposals. In
addition, the Arrangement Agreement provides that, under certain
circumstances, Gold Fields would be entitled to a US$300m
termination fee and Yamana would be entitled to a US$450m
termination fee.
Senior officers and directors of each of Yamana
and Gold Fields have entered into voting support agreements with
Gold Fields and Yamana, respectively, agreeing to vote their Yamana
Shares and Gold Fields Shares, respectively, in favour of the
Transaction It is anticipated that both the Yamana and Gold Fields
shareholder meetings will take place, and closing and completion of
the Transaction is expected to occur, in the second half of 2022,
subject to satisfaction of the conditions under the Arrangement
Agreement. Following the completion of the Transaction, the Gold
Fields Shares will continue to trade on the JSE and the Gold Fields
ADSs will continue to be listed on the NYSE, and the Yamana Shares
will be delisted from each of the Toronto Stock Exchange (“TSX”),
NYSE and London Stock Exchange (“LSE”).
NOTICE OF INVESTOR CONFERENCE
CALL: An investor conference call and presentation on the
recommended offer is available to all interested parties via live
webcast today at 1:00pm UK time/ 2:00pm South Africa/ 8.00am
Eastern Time, via www.newgoldmajor.com or per the link and numbers
below. A replay of the webcast will be available after the
completion of the call and will remain available for an extended
period.
https://broadcaster-audience.mediaplatform.com/#/event/628fe34440a1834ffa25891b
UK &
International |
+44 (0) 33
0551 0200 |
UK Toll Free |
0808 109 0700 |
|
|
North America Toll |
+1 212 999 6659 |
North America Toll Free |
1 866 966 5335 |
|
|
South Africa Toll |
+27 (0) 11 589 8302 |
South Africa Toll Free |
0 800 980 512 |
|
|
South America |
+55 11 4700 3774 |
Canada Toll Free |
1 866 378 3566 |
NOTICE OF MEDIA CALL: Gold
Fields CEO, Chris Griffith will host a media conference call at
12:15pm UK time/ 1:15pm South Africa/ 7:15am Eastern Time today.
Callers are advised to dial in 5 minutes prior to the start
time.
Dial in details are as
follows:
UK &
International |
+44 (0) 33
0551 0200 |
UK Toll Free |
0808 109 0700 |
|
|
North America Toll |
+1 212 999 6659 |
North America Toll Free |
1 866 966 5335 |
|
|
South Africa Toll |
+27 (0) 11 589 8302 |
South Africa Toll Free |
0 800 980 512 |
|
|
South America |
+55 11 4700 3774 |
Canada Toll Free |
1 866 378 3566 |
For further information, please visit the
dedicated Transaction microsite www.newgoldmajor.com.
Advisors and Counsel Gold
Fields has engaged Merrill Lynch South Africa (Pty) Ltd t/a BofA
Securities (“BofA Securities”) as its sole financial advisor and
JSE transaction sponsor, and Fasken Martineau DuMoulin LLP,
Linklaters LLP and Webber Wentzel as its legal advisors in
connection with the Transaction.
Yamana has retained Canaccord Genuity Corp.,
Stifel GMP, and Scotiabank as financial advisors, and Cassels Brock
& Blackwell LLP as Canadian legal counsel and Paul, Weiss,
Rifkind, Wharton & Garrison LLP as United States legal counsel
in connection with the Transaction.
Further InformationFurther
details are provided in the Gold Fields SENS announcement released
today and will also be expanded on in the required transaction
documents that will follow in due course.
Yamana will file a material change report in
respect of the Transaction in compliance with Canadian securities
laws, as well as copies of the Arrangement Agreement and forms of
voting support agreements, which will be available under Yamana’s
SEDAR profile at www.sedar.com.
Full details of the Transaction will be included
in the meeting materials of each of Gold Fields and Yamana, which
are expected to be mailed to their respective shareholders in the
third quarter of 2022.
About Gold FieldsGold Fields
Limited is a globally diversified gold producer with nine operating
mines in Australia, Chile, Ghana, Peru and South Africa, including
the Asanko Joint Venture in Ghana, with total attributable annual
gold-equivalent production of approximately 2.3Moz. It has
attributable gold Mineral Reserves of around 47.4Moz. Attributable
copper Mineral Reserves total 474 million pounds. Gold Fields has a
primary listing on the JSE, with a secondary listing on the
NYSE.
About Yamana GoldYamana 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.
FOR MORE INFORMATION, PLEASE
CONTACT:
Gold Fields InvestorsAvishkar
Nagaser, EVP, Investor Relations and Corporate Affairs Tel: +27 11
562 9775 Mobile +27 82 312 8692Email
Avishkar.Nagaser@goldfields.com
Thomas Mengel, Manager, Investor RelationsTel:
+27 11 562 9849 Mobile: +27 72 493 5170 Email
Thomas.Mengel@goldfields.com
Gold Fields Media Sven Lunsche,
Vice President Corporate AffairsTel: +27 11 562 9763Mobile: +27 83
2609279Email Sven.Lunsche@goldfields.com
InvestorsBofA
Securities (Financial advisor to Gold Fields)Ben Davies /
Peter Surr / Christos Tomaras / Anthony KnoxTel: +44 20 7628
1000
MediaBrunswick Group
(Communications advisor to Gold
Fields)Johannesburg: Timothy Schultz Tel:
+27 82 309 2497
London: Pip Green / Nick Bias /
Tom PigottTel: +44 20 7404 5959North America: Emily Levin / Nikki
Ritchie Tel: +1 202 617 8582 / Tel: +1 845 682 9850
Yamana Gerardo
Fernandez, SVP, Corporate Development and Investor
Relations 416-815-02201-888-809-0925Email:
investor@yamana.com
FTI Consulting (UK Public Relations / Communications
advisor to Yamana)Sara Powell / Ben Brewerton+44 7931 765
223 / +44 203 727 1000Email: yamana.gold@fticonsulting.com
Important InformationFurther information
pertaining to the Transaction will be provided in due course
pursuant to the documentation to be released by Gold Fields and
Yamana in relation to the Transaction (the “Transaction
Documents”). Investors are advised to read the Transaction
Documents, which will contain the terms and conditions of the
Transaction, with care and in full. Any decision or analysis of
and/or election in respect of the Transaction, and/or other matters
dealt with in the Transaction Documents should be made only on the
basis of such information.BofA Securities, a subsidiary of Bank of
America Corporation, is acting exclusively for Gold Fields in
connection with the Transaction and for no one else and will not be
responsible to anyone other than Gold Fields for providing the
protections afforded to its clients or for providing advice in
relation to the Transaction.No representation or warranty, express
or implied, is made or given, and no responsibility is accepted, by
or on behalf of any financial adviser or any of its affiliates or
any of its respective directors, officers or employees or any other
person, as to the accuracy, completeness, fairness or verification
of the information or opinions contained this announcement and
nothing contained in this announcement is, or shall be relied upon
as, a promise or representation by any financial adviser or any of
their respective affiliates as to the past or future. Accordingly,
any financial advisers and its affiliates and respective directors,
officers and employees disclaim, to the fullest extent permitted by
applicable law, all and any liability, whether arising in tort or
contract or that they might otherwise be found to have in respect
of this announcement and/or any such statement.Nothing contained in
this announcement constitutes, or is intended to constitute,
investment, tax, legal, accounting or other professional advice.No
Offer or Solicitation This announcement is for information purposes
only and does not constitute or form part of any offer to sell or
issue or any solicitation of any offer to buy or subscribe for any
securities in the United States or any other jurisdiction. This
announcement does not constitute a prospectus or other offering
document. No securities have been or will be registered under the
U.S. Securities Act, or the securities laws of any state of the
United States or any other jurisdiction, and any securities issued
in connection with the Transaction are anticipated to be issued in
reliance upon the exemption from the registration requirements of
the U.S. Securities Act provided for by Section 3(a)(10) thereof
and in accordance with applicable state securities laws. No public
offering of securities is being made in any jurisdiction where such
an offering would be unlawful. The distribution of this
announcement may be restricted by applicable laws and regulations.
Persons who are physically located in those jurisdictions and in
which this announcement is circulated, published or distributed
must inform themselves about and observe such restrictions.The
information contained in this announcement does not constitute or
form a part of any offer to the public for the sale of, or
subscription for, or an invitation, advertisement or the
solicitation of an offer to purchase and/or subscribe for,
securities as defined in and/or contemplated by the South African
Companies Act, No. 71 of 2008 (“South African Companies Act”).
Accordingly, this announcement does not, nor does it intend to,
constitute a “registered prospectus” or an advertisement relating
to an offer to the public, as contemplated by the South African
Companies Act and no prospectus has been, or will be, filed with
the South African Companies and Intellectual Property Commission in
respect of this announcement.The information contained in this
announcement constitutes factual information as contemplated in
Section 1(3)(a) of the South African Financial Advisory and
Intermediary Services Act, 37 of 2002, as amended (“FAIS Act”) and
should not be construed as an express or implied recommendation,
guide or proposal that any particular transaction in respect of any
securities referred to in this announcement or in relation to the
business or future investments of Gold Fields and/or Yamana, is
appropriate to the particular investment objectives, financial
situations or needs of a prospective investor, and nothing
contained in this announcement should be construed as constituting
the canvassing for, or marketing or advertising of, financial
services in South Africa. Gold Fields is not a financial services
provider licensed as such under the FAIS Act.The information
contained within this announcement is deemed to constitute inside
information for the purposes of Article 7 of EU Regulation 596/2014
(which forms part of domestic UK law pursuant to the European Union
(Withdrawal) Act 2018). Upon publication of this announcement, this
information is now considered in the public domain.This
announcement is not for release, publication or distribution, in
whole or in part, in or into any jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction.No
shares are being offered to the public by means of this
announcement. This announcement does not constitute or form part
of, and should not be construed as, any offer, invitation or
recommendation to purchase, sell or subscribe for any securities or
the solicitation of any vote for approval in any jurisdiction and
neither the issue of the information nor anything contained herein
shall form the basis of or be relied upon in connection with, or
act as an inducement to enter into, any investment activity, or the
making of any investment decision.Forward-looking StatementsThis
announcement contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act and Section 21E of the
U.S. Securities Exchange Act of 1934 which are intended to be
covered by the safe harbor created by such sections and other
applicable laws and “forward-looking information” within the
meaning of applicable Canadian securities laws. Where a
forward-looking statement expresses or implies an expectation or
belief as to future events or results, such expectation or belief
is expressed in good faith and believed to have a reasonable basis.
However, such statements are subject to risks, uncertainties and
other factors, which could cause actual results to differ
materially from future results expressed, projected or implied by
the forward-looking statements. Undue reliance should not be placed
on such statements. Forward-looking statements often address our
expected future business and financial performance and financial
condition, and often contain words such as “anticipate,” “intend,”
“plan,” “will,” “would,” “estimate,” “expect,” “goal,” “believe,”
“target,” “indicative,” “preliminary,” or “potential.”
Forward-looking statements in this announcement may include,
without limitation: statements relating to the Transaction and the
expected terms, timing and closing of the Transaction, including
receipt of required approvals and satisfaction of other customary
closing conditions; anticipated Transaction synergies; estimates of
future production; estimates of future costs applicable to sales
and all-in sustaining costs; estimates of future growth rates;
climate-related statements, targets and metrics, expectations
regarding future exploration and the development, growth and
potential of the Combined Group’s operations, project pipeline and
investments, including, without limitation, project returns,
capital costs, capital intensity, annual production, and
feasibility study schedules; expectations of future dividends and
returns to shareholders; expectations of future free cash flow
generation, liquidity, balance sheet strength and credit ratings;
expectations of future plans and benefits; expectations regarding
mineral reserves and mineral resources, grade and recoveries;
estimates of future closure costs and liabilities; the Combined
Group constituting a new senior gold producer and the attributes
thereof; leadership in sustainability and the ability to develop
the MARA project. Estimates or expectations of future events or
results are based upon certain assumptions, which may prove to be
incorrect. Such assumptions, include, but are not limited to: there
being no significant change to current geotechnical, metallurgical,
hydrological and other physical conditions at Gold Fields and
Yamana’s properties and operations; permitting, development,
operations and expansion of Gold Fields’ and Yamana’s operations
and projects being consistent with current expectations and mine
plans; political developments in any jurisdiction in which Gold
Fields or Yamana operate being consistent with current
expectations; certain exchange rate assumptions for the Australian
dollar, South African rand or the Canadian dollar to the U.S.
dollar, as well as other exchange rates being approximately
consistent with current levels; certain price assumptions for gold,
copper, silver, zinc, molybdenum and oil; prices for key supplies
being approximately consistent with current levels; the accuracy of
current mineral reserve and mineral resource estimates; and other
planning assumptions. Risks relating to forward-looking statements
in regard to Gold Fields’ and Yamana’s business and future
performance may include, but are not limited to, volatility in the
price of gold and other metals, currency fluctuations, operational
risks, supply chain shortages, rising inflation, increased
production costs and variances in ore grade or recovery rates from
those assumed in mining plans, political and country risk,
community relations, increased regulation of environmental and
sustainability matters, the impact of climate change on Gold
Fields’ and Yamana’s operations, conflict resolution governmental
regulation and judicial outcomes and other risks. In addition,
material risks that could cause actual results to differ from
forward-looking statements include: the inherent uncertainty
associated with financial or other projections; the prompt and
effective integration of Gold Fields’ and Yamana’s businesses; the
risk associated with Gold Fields’ and Yamana’s ability to obtain
required shareholder approval of the Transaction; timing of
completion of the Transaction, including the risk that the
conditions to the Transaction are not satisfied on a timely basis
or at all and the failure of the Transaction to close for any other
reason; the risk that a consent or authorization that may be
required for the Transaction is not obtained or is obtained subject
to conditions that are not anticipated; the outcome of any legal
proceedings that may be instituted against the parties and others
related to the arrangement agreement; unanticipated difficulties or
expenditures relating to the Transactions, the response of business
partners and retention as a result of the announcement and pendency
of the Transactions; potential volatility in the price of the Gold
Fields Shares or Gold Fields ADSs due to the Transaction; the
anticipated size of the markets and continued demand for Gold
Fields’ and Yamana’s resources and the impact of competitive
responses to the announcement of the Transaction; and the diversion
of management time on Transaction-related issues. Further details
of potential risks and uncertainties affecting Gold Fields and
Yamana are described in Gold Fields’ filings with the JSE and the
United States Securities and Exchange Commission, including the
Gold Fields’ Integrated Annual Report 2021 and annual report on
Form 20-F filed with the United States Securities and Exchange
Commission on 31 March 2022 (SEC File no. 001-31318) and Yamana’s
most recent annual information form as well as its other filings
made with the securities regulatory authorities in all provinces of
Canada and available at www.sedar.com, and Yamana’s most recent
annual report on Form 40-F filed with the United States Securities
and Exchange Commission. Gold Fields is not affirming or adopting
any statements or reports attributed to Yamana in this announcement
or made by Yamana outside of this announcement. Yamana is not
affirming or adopting any statements or reports attributed to Gold
Fields in this announcement or made by Gold Fields outside of this
announcement. These forward-looking statements speak only as of the
date they are made. Readers are cautioned not to place undue
reliance on such statements. Gold Fields and Yamana do not
undertake any obligation to publicly release revisions to any
“forward-looking statement,” including, without limitation,
outlook, to reflect events or circumstances after the date of this
announcement, or to reflect the occurrence of unanticipated events,
except as may be required under applicable securities laws.
Investors should not assume that any lack of update to a previously
issued "forward-looking statement" constitutes a reaffirmation of
that statement. Continued reliance on "forward-looking statements"
is at investors' own risk.
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