On June 27, Yamana Gold and Northern Orion Resources announced that they have entered into a business combination agreement and a concurrent proposal has been made to Meridian Gold with respect to the combination of the three companies. The strategic combination would result in the creation of a pre-eminent mid-tier gold producer with the following attributes:
A leader in production growth – estimated annual gold production increasing to more than 1.4 Moz by 2009 from a combined base in 2006 of some 660,000 oz
Ultra-low cash cost producer – sustainable negative cash operating costs with a projected 2007-2010 average of less than negative $100/oz, net of by-product copper credits
Average operating cash flow of more than $600 million per year – projected cash balance growing to approximately $2.4 billion by late 2010 (fully diluted basis)
Strong balance sheet – initial net cash balance of approximately $575 million (fully diluted basis)
Unparalleled Latin American operating base – six principal mining and development projects in Brazil, Chile and Argentina estimated to account for over 73% of the combined company’s pro-forma net asset value
Reserves plus Measured and Indicated resources totalling 27.7 Moz of gold – additional inferred resources of over 13 Moz of gold and estimated average mine life currently in excess of 12 years.
Commenting on the transaction, Peter Marrone, Chairman and CEO of Yamana said, “The strong merits of the proposed transaction compelled us to agree to terms with Northern Orion and approach Meridian. The combination of Yamana, Northern Orion and Meridian makes sense from a strategic and geographic perspective and we believe that the proposed structure is a creative way to unlock value for all shareholders involved. The three-way transaction would be accretive to Yamana’s net asset value and long-term earnings and cash flow, while delivering a meaningful premium to Meridian and Northern Orion shareholders. Following the transaction, the combined company could look forward to improved market multiples reflective of the new company’s scale of operations. It is Yamana’s desire that this proposal to Meridian be considered in the friendly manner in which it is being presented – a win-win-win for three successful companies and their respective shareholders.We would encourage constructive discussions in this regard.”
David Cohen, President and CEO of Northern Orion added, “The operating base of the combined entity would be unparalleled in Latin America. We believe that bringing our collective expertise together in the areas in which we operate should result in further opportunities to deliver value for shareholders. We will have a solid platform for further growth in our core areas of Brazil, Chile, Argentina and Central America. From this platform, and with the significant cash flow that will be generated, the combined company will be well positioned to create further shareholder value through additional growth throughout the Americas.”
The combined company offers a solid foundation of nine operating mines, and a pipeline of six development projects and a leading presence in Latin America. Yamana estimates that six core assets of the combined company will account for more than 73% of the combined company’s pro-forma net asset value. A brief summary of these core assets is as follows:
Chapada (Brazil): open-pit copper and gold mine with conventional milling facilities that produce a copper/gold concentrate. Commercial production for the mine was achieved in February 2007, and production is projected at approximately 180,000 to 205,000 oz of gold and 130 to 145 Mlb of copper this year. Operating costs of production on a co-product basis in Q1 2007 were $187/oz of gold and $0.66/lb of copper, and on a by-product basis was negative $1,077/oz of gold. Chapada’s mine life is projected at approximately 19 years.
El Penon (Chile): high grade underground mine with average grades of approximately 8 g/t of gold and 231 g/t of silver. El Penon has been a flagship operation since 1999 and 2006 production was 230,100 oz at a cash operating cost of negative $68/oz net of silver by-product credits. El Penon currently has measured and indicated resources totaling 2,902,000 oz of gold and 106 Moz of silver.
Alumbrera/Agua Rica (Argentina): 12.5% equity interest in the Alumbrera copper/gold /molybdenum mine, plus 100% interest in the feasibility-stage Agua Rica project. Alumbrera is operated by Xstrata is projected to produce about 190,000 t of copper, 500,000 oz of gold and 2,200 t of molybdenum annually (100% basis). Reserves currently support a mine life through to 2016. Agua Rica has the potential to be developed either as a stand-alone project with annual production projected at approximately 136,000 t of copper, 130,000 oz of gold and molybdenum, or on an integrated basis with the Alumbrera complex which could potentially extend Alumbrera’s mine life through to 2032.
Jacobina (Brazil): underground gold operation producing over 62,000 oz in 2006, and projected to reach over 200,000 oz by 2008 through developing and bringing on stream several underground mines, and expanding the processing plant. Jacobina’s mine life is currently projected to be approximately 10-12 years. The Jacobina property encompasses upwards of 155 km of exploration concessions along historical gold occurrances in the Bahia Gold Belt.
Gualcamayo (Argentina): advanced stage development project with a first phase open pit heap leach feasibility study expected by mid 2007. Production is estimated at 200,000 oz/y sustainable by third quarter 2008. Drilling results to date show potential to expand the global resource base at Gualcamayo at higher grades and to expand the limits of the deposit.
Sao Francisco (Brazil): open-pit, gravity heap-leach gold project. Commercial production was achieved in August 2006, and over 80,000 oz of gold were produced to the end of 2006. As the operation ramps up, annual production is estimated to be in the range of 125,000 to 135,000 oz of gold starting in 2007. Sao Francisco’s mine life is projected to be in excess of 10 years.
Northern Orion Resources is a mid-tier copper and gold producer focused on the development of its Agua Rica project and engaged in the exploration for copper and associated by-product metals in Argentina. Northern Orion principal mineral properties and assets are a 12.5% indirect ownership interest in Minera Alumbrera, which owns and operates the Bajo de la Alumbrera mine, a copper/gold mine in Catamarca Province, Argentina, and a 100% interest in the Agua Rica project also in Catamarca Province, Argentina. Northern Orion recently completed an update to the feasibility study for the development of the Agua Rica project.
Yamana is a Canadian gold producer with significant gold production, gold development stage properties, exploration properties, and land positions in Brazil, Argentina and Central America. Yamana is producing gold at intermediate company production levels in addition to significant copper production. Yamana’s management plans to continue to build on this base through the advancement of its exploration properties and by targeting other gold consolidation opportunities in Brazil, Argentina and elsewhere in the Americas.