The Securities Commission has granted Yamana Gold Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions. The Filer, a corporation governed by the Canada Business Corporations Act, is not in default of any obligations under Canadian securities legislation. It has become a wholly-owned subsidiary of Pan American Silver Corp. following a statutory plan of arrangement approved by shareholders and the Ontario Superior Court of Justice.
As a result of the arrangement, all Filer Shares were transferred to Pan American in exchange for Pan American shares, and the Filer’s restricted share units, performance share units, and deferred share units were canceled in exchange for cash. The Filer’s only outstanding securities are the Filer Shares held by Pan American and US$782,875,000 of Senior Notes, which are not publicly traded or offered in Canada outside of private placement exemptions.
The Senior Notes are guaranteed by Pan American, which qualifies as a credit support issuer under section 13.4 of National Instrument 51-102 Continuous Disclosure Obligations. Pan American has agreed to provide financial reports in lieu of the Filer, as approved by the majority of noteholders.
The Filer’s shares have been delisted from all stock exchanges, and no securities are traded on any marketplace. The Filer does not intend to seek public financing or distribute securities in Canada. Although the Filer has more than 51 holders of Senior Notes, the principal regulator has determined that the Filer meets the criteria to cease being a reporting issuer under the relevant securities legislation, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The order was granted based on the Filer’s representations and compliance with the regulatory framework.