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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/12/21 Yamana Gold Inc. F-10 36:4.8M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: F-10 Registration Statement by a Canadian Issuer HTML 613K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 37K 3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 21K 4: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 21K 5: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 269K 6: EX-3.5 Articles of Incorporation/Organization or Bylaws HTML 23K 7: EX-4.1 Instrument Defining the Rights of Security Holders HTML 33K 8: EX-4.3 Instrument Defining the Rights of Security Holders HTML 123K 9: EX-4.4 Instrument Defining the Rights of Security Holders HTML 138K 10: EX-5.1 Opinion of Counsel re: Legality HTML 21K 11: EX-5.2 Opinion of Counsel re: Legality HTML 24K 12: EX-5.3 Opinion of Counsel re: Legality HTML 32K 13: EX-5.4 Opinion of Counsel re: Legality HTML 38K 14: EX-5.5 Opinion of Counsel re: Legality HTML 47K 15: EX-8.1 Opinion of Counsel re: Tax Matters HTML 17K 17: EX-22.1 Published Report re: Matters Submitted to a Vote HTML 12K of Security Holders 18: EX-23.1 Consent of Expert or Counsel HTML 11K 22: EX-23.10 Consent of Expert or Counsel HTML 12K 23: EX-23.11 Consent of Expert or Counsel HTML 12K 24: EX-23.12 Consent of Expert or Counsel HTML 12K 25: EX-23.13 Consent of Expert or Counsel HTML 12K 26: EX-23.14 Consent of Expert or Counsel HTML 12K 27: EX-23.15 Consent of Expert or Counsel HTML 12K 28: EX-23.16 Consent of Expert or Counsel HTML 12K 29: EX-23.17 Consent of Expert or Counsel HTML 12K 30: EX-23.18 Consent of Expert or Counsel HTML 12K 31: EX-23.19 Consent of Expert or Counsel HTML 12K 32: EX-23.20 Consent of Expert or Counsel HTML 12K 33: EX-23.21 Consent of Expert or Counsel HTML 12K 19: EX-23.7 Consent of Expert or Counsel HTML 12K 20: EX-23.8 Consent of Expert or Counsel HTML 12K 21: EX-23.9 Consent of Expert or Counsel HTML 12K 34: EX-25.1 Statement of Eligibility to Act as a Trustee HTML 120K 35: EX-99.1 Miscellaneous Exhibit HTML 101K 36: EX-99.2 Miscellaneous Exhibit HTML 28K 16: EX-12.1 Statement re: the Computation of Ratios HTML 25K
tm2132444-1_f10 - none - 9.5001052s |
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Form F-10
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Form F-4
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Yamana Gold Inc.
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(FOR CO-REGISTRANTS, PLEASE SEE TABLE OF
CO-REGISTRANTS ON THE FOLLOWING PAGE) |
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(FOR CO-REGISTRANTS, PLEASE SEE TABLE OF
CO-REGISTRANTS ON THE FOLLOWING PAGE) |
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Canada
(Province or other jurisdiction
of incorporation or organization) |
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1041
(Primary Standard Industrial
Classification Code Number) |
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Not Applicable
(I.R.S. Employer
Identification Number) |
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Royal Bank Plaza, North Tower
200 Bay Street, Suite 2200 Toronto, Ontario Canada M5J 2J3 (416) 815-0220 |
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(Address, including postal code, and telephone number, including area code, of Registrant’s principal executive offices)
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(Name, Address (Including Zip Code) and Telephone Number (Including Area Code) of Agent for Service in the United States)
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Sofia Tsakos
Yamana Gold Inc. 200 Bay Street Suite 2200 Toronto, Ontario Canada M5J 2J3 (416) 815-0220 |
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Adam M. Givertz
Paul, Weiss, Rifkind, Wharton & Garrison LLP 77 King Street West Suite 3100 Toronto, Ontario Canada M5K 1J3 (416) 504-0520 |
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Andrea FitzGerald
Cassels Brock & Blackwell LLP 40 King Street West Suite 2100 Toronto, Ontario Canada M5H 3C2 (416) 869-5300 |
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A.
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☐
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upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada). |
B.
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at some future date (check appropriate box below): |
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Title of Each Class of
Securities to be Registered |
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Amount to be
Registered(1) |
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Proposed
Maximum Offering Price Per Unit(2) |
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Proposed
Maximum Aggregate Offering Price(2) |
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Amount of
Registration Fee |
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2.630% Senior Notes due 2031 of Yamana Gold Inc. (“Yamana”)
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$500,000,000
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100%
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$500,000,000
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$46,350
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Guarantees(3) | | | |
N/A
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N/A
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N/A
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N/A
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Total
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$500,000,000
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$500,000,000
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$46,350
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Exact Name of Co-Registrant as Specified in its Charter
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I.R.S.
Employer Identification No. |
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State or Other
Jurisdiction of Incorporation or Organization |
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Jacobina Mineracao e Comercio Ltda.
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| | | | N/A | | | |
Brazil
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Minera Meridian Limitada
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| | | | N/A | | | |
Chile
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Minera Florida Limitada
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| | | | N/A | | | |
Chile
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Yamana Santa Cruz Holdings B.V.
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| | | | N/A | | | |
Netherlands
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Page
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| | | | iii | | | |
| | | | iii | | | |
| | | | iv | | | |
| | | | iv | | | |
| | | | v | | | |
| | | | vi | | | |
| | | | vi | | | |
| | | | vi | | | |
| | | | 1 | | | |
| | | | 6 | | | |
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| | | | 63 | | | |
| | | | 63 | | | |
| | | | 63 | | | |
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(Unaudited – in USD millions)
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Nine months ended
September 30, 2021 |
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Year ended
December 31, 2020 |
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Revenue(i) | | | | $ | 1,291.1 | | | | | $ | 1,539.1 | | |
Mine operating earnings
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| | | $ | 286.5 | | | | | $ | 371.9 | | |
Earnings before taxes(ii)
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| | | $ | 171.8 | | | | | $ | 195.2 | | |
Net earnings(ii)
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| | | $ | 130.5 | | | | | $ | 99.6 | | |
Net earnings attributable to Yamana equity holders(ii)
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| | | $ | 130.5 | | | | | $ | 99.6 | | |
As at, (Unaudited – in USD millions)
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Current assets(i)
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| | | $ | 535.0 | | | | | $ | 686.9 | | |
Non-current assets(i)
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| | | $ | 2,031.1 | | | | | $ | 2,003.3 | | |
Current liabilities(i)
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| | | $ | 536.4 | | | | | $ | 409.9 | | |
Non-current liabilities(i)
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| | | $ | 2,821.5 | | | | | $ | 3,433.8 | | |
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Year Ended December 31,
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2019
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2018(1)
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2017(1)
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2016(1)
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Ratio of earnings to fixed charges
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| | | | 10.1 | | | | | | 5.2 | | | | | | — | | | | | | — | | | | | | — | | |
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As at September 30, 2021
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($ millions)
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Cash and cash equivalents(1)
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| | | $ | 460.2 | | |
Long-term debt:
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Revolving credit facility
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| | | $ | (3.1) | | |
4.625% Senior Notes due 2027(2)
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| | | | 280.7 | | |
Initial Notes(2)
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| | | | 495.2 | | |
Total debt(2)
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| | | | 772.8 | | |
Shareholders’ equity
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| | | | 5,127.2 | | |
Total capitalization
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| | | $ | 5,900.0 | | |
Exhibit No.
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1.1
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| | Form of Letter of Transmittal (included in Exhibit 99.1 to Form F-4). | |
1.2
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| | Form of Notice of Guaranteed Delivery (included in Exhibit 99.2 to Form F-4). | |
3.1
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| | Registration Rights Agreement dated as of August 6, 2021 among Yamana Gold Inc., Jacobina Mineracao e Comercio Ltda., Minera Meridian Limitada, Minera Florida Limitada and Yamana Santa Cruz Holdings B.V., as guarantors, and BofA Securities, Inc. and Citigroup Global Markets Inc. as representatives of the initial purchasers named therein (included in Exhibit 4.4 to Form F-4). | |
4.1
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| | Annual Information Form of Yamana for the year ended December 31, 2020 (incorporated by reference to Exhibit 99.1 to Yamana Gold Inc.’s Form 40-F filed with the Securities and Exchange Commission on March 25, 2021 (Commission File No. 1-31880, the “Form 40-F”)). | |
4.2
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4.3
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4.4
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| | The management information circular of Yamana dated March 23, 2021, in connection with the annual meeting of Yamana’s shareholders held on April 29, 2021 (incorporated by reference to Exhibit 99.1 to Yamana’s Form 6-K, Commission File No. 1-31880, furnished to the Commission on April 6, 2021). | |
4.5
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| | The Management’s Discussion and Analysis of Yamana for the three and nine months ended September 30, 2021 (incorporated by reference to Exhibit 99.1 to Yamana’s Form 6-K, Commission File No. 1-31880, furnished to the Commission on October 28, 2021). | |
4.6
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| | The condensed consolidated interim financial statements of Yamana as at and for the three and nine months ended September 30, 2021 (incorporated by reference to Exhibit 99.2 to Yamana’s Form 6-K, Commission File No. 1-31880, furnished to the Commission on October 28, 2021). | |
5.1
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| | Consent of Deloitte LLP (included as Exhibit 23.1 to Form F-4). | |
5.2
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| | Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP, U.S. counsel to Yamana and the guarantors named herein (included as Exhibit 5.1 to Form F-4). | |
5.3
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| | Consent of Cassels Brock & Blackwell LLP, Canadian counsel to Yamana (included as Exhibit 5.2 to Form F-4). | |
5.4
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| | Consent of Pinheiro Neto Advogados, Brazil counsel to Jacobina Mineracao e Comercio Ltda. (included as Exhibit 5.3 to Form F-4). | |
5.5
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| | Consent of Urenda, Rencoret, Orrego y Dörr Abogados Limitada, Chile counsel to Minera Meridian Limitada and Minera Florida Limitada (included as Exhibit 5.4 to Form F-4). | |
5.6
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| | Consent of Heussen B.V., Netherlands counsel to Yamana Santa Cruz Holdings B.V. (included as Exhibit 5.5 to Form F-4). | |
5.7
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| | Consent of Eduardo de Souza Soares, MAusIMM CP (Min) (included as Exhibit 23.7 to Form F-4). | |
5.8
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| | Consent of Henry Marsden, P.Geo. (included as Exhibit 23.8 to Form F-4). | |
5.9
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| | Consent of Carlos Iturralde, P.Eng. (included as Exhibit 23.9 to Form F-4). | |
5.10
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| | Consent of Renan Garcia Lopes, MAusIMM CP (Geo). (included as Exhibit 23.10 to Form F-4). | |
5.11
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| | Consent of Luis Vasquez, P.Eng. (included as Exhibit 23.11 to Form F-4). | |
5.12
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| | Consent of Sébastien Bernier, P. Geo. (included as Exhibit 23.12 to Form F-4). | |
5.13
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| | Consent of Sergio Castro, Registered Member, Chilean Mining Commission (included as Exhibit 23.13 to Form F-4). | |
Exhibit No.
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5.14
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| | Consent of Marco Velásquez Corrales, Registered Member, Chilean Mining Commission (included as Exhibit 23.14 to Form F-4). | |
5.15
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| | Consent of Pascal Lehouiller, P. Geo. (included as Exhibit 23.15 to Form F-4). | |
5.16
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| | Consent of Sylvie Lampron, Eng. (included as Exhibit 23.16 to Form F-4). | |
5.17
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| | Consent of Guy Gagnon, Eng. (included as Exhibit 23.17 to Form F-4). | |
5.18
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| | Consent of Nicole Houle, P.Geo. (included as Exhibit 23.18 to Form F-4). | |
5.19
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| | Consent of François Bouchard, P.Geo. (included as Exhibit 23.19 to Form F-4). | |
5.20
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| | Consent of Dominic Chartier, P.Geo. (included as Exhibit 23.20 to Form F-4). | |
5.21
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| | Consent of Dr. Jean-François Ravenelle, P.Geo. (included as Exhibit 23.21 to Form F-4). | |
6.1
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7.1
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| | Indenture dated as of June 30, 2014 among Yamana Gold Inc., as issuer, Wilmington Trust, National Association, as trustee and Citibank, N.A., as Securities Administrator (incorporated by reference to Exhibit 4.2 to the Registrant’s Form F-10/F-4, Commission File No. 333-199203, filed on October 7, 2014). | |
7.2
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| | Seventh Supplemental Indenture dated as of August 6, 2021 among Yamana Gold Inc., as issuer, the guarantors named in this prospectus, Wilmington Trust, National Association, as trustee and Citibank, N.A., as Securities Administrator (included as Exhibit 4.3 to Form F-4). | |
7.3
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| | Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Wilmington Trust, National Association as trustee, on Form T-1 (included as Exhibit 25.1 to Form F-4). | |
| | | | YAMANA GOLD INC. | | |||
| | | | By: | | |
/s/ Jason LeBlanc
Name: Jason LeBlanc
Title: Senior Vice President, Finance and
Chief Financial Officer
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Signature
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Title
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Date
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/s/ Peter Marrone
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| | Executive Chairman and Director | | | | |
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/s/ Daniel Racine
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| | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | |
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/s/ Jason LeBlanc
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| | Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | | |
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/s/ John Begeman
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| | Director | | | | |
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| | Director | | | | |
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/s/ Alex J. Davidson
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| | Director | | | | |
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/s/ Richard Graff
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| | Director | | | | |
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/s/ Kimberly Keating
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| | Director | | | | |
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/s/ Jane Sadowsky
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| | Director | | | | |
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/s/ Dino Titaro
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| | Director | | | |
| | | | MERIDIAN GOLD COMPANY | | |||
| | | | By: | | |
/s/ Jason LeBlanc
Name: Jason LeBlanc
Title: Director |
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Exhibit No.
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23.12
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| | Consent of Sébastien Bernier, P. Geo. | |
23.13
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23.14
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| | Consent of Marco Velásquez Corrales, Registered Member, Chilean Mining Commission | |
23.15
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23.16
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23.17
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23.18
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23.19
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| | Consent of François Bouchard, P.Geo. | |
23.20
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23.21
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| | Consent of Dr. Jean-François Ravenelle, P.Geo. | |
24.1
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25.1
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99.1
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99.2
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Signature
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Title
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Date
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Officer
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Officer
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Officer
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Signature
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Title
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Date
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/s/ Andrés Guzmán
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Delegate / Controller
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/s/ Cristóbal Correa
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Delegate / Principal Executive Officer
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Delegate / Principal Financial Officer
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/s/ Sergio Orrego
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Delegate
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/s/ Gonzalo Rencoret
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Delegate
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Delegate
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Signature
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Title
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Date
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/s/ Andrés Guzmán
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Delegate / Controller
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/s/ Cristóbal Correa
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Delegate / Principal Executive Officer
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Delegate / Principal Financial Officer
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/s/ Sergio Orrego
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Delegate
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/s/ Gonzalo Rencoret
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Delegate
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Delegate
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Signature
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Title
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Date
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/s/ Jason LeBlanc
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Director A (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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Director B
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Director B
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This ‘F-10’ Filing | Date | Other Filings | ||
---|---|---|---|---|
8/15/31 | ||||
5/15/31 | ||||
8/31/26 | ||||
7/31/24 | ||||
6/29/23 | ||||
2/15/22 | ||||
12/31/21 | 40-F, 6-K | |||
Filed on: | 11/12/21 | CORRESP, F-X | ||
11/10/21 | ||||
9/30/21 | 6-K | |||
9/1/21 | ||||
8/23/21 | ||||
8/6/21 | 6-K | |||
8/4/21 | 6-K | |||
6/25/21 | ||||
6/16/21 | ||||
1/1/21 | ||||
12/31/20 | 40-F, 6-K | |||
12/30/20 | ||||
7/22/20 | ||||
5/29/20 | 6-K | |||
12/31/19 | 40-F, 6-K | |||
12/23/19 | ||||
12/14/19 | ||||
7/31/19 | ||||
3/31/19 | 6-K | |||
12/31/18 | 40-F, 6-K | |||
12/4/18 | ||||
6/29/18 | ||||
2/28/18 | ||||
12/31/17 | 40-F | |||
12/29/17 | ||||
12/4/17 | ||||
2/28/17 | ||||
12/31/16 | 6-K | |||
9/28/16 | ||||
6/1/15 | ||||
5/29/15 | ||||
6/30/14 | 6-K | |||
3/31/14 | 6-K | |||
2/28/13 | ||||
2/29/12 | ||||
7/2/93 | ||||
5/14/93 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/10/21 Jacobina Mineracao e Comerc… Ltda F-4/A 2:886K Toppan Merrill/FA 12/10/21 Yamana Gold Inc. F-10/A 2:883K Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/28/21 Yamana Gold Inc. 6-K 9/30/21 3:2.9M 4/06/21 Yamana Gold Inc. 6-K 12/31/20 4:3.6M 3/26/21 Yamana Gold Inc. 40-F 12/31/20 196:25M 10/08/14 Yamana Argentina Holdings B.V. F-10 79:13M Toppan Merrill-FA |