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Pan America Silver Corp. - Consent Solicitation - Results

Pan American Silver Announces Completion of Successful Consent Solicitations with Respect to Yamana Gold Inc.’s 4.625% Senior Notes Due 2027 and 2.630% Senior Notes Due 2031


05 MAY 2023


Full announcement including disclaimers and offer restrictions available via SEC


"Vancouver, B.C. - May 5, 2023 - Pan American Silver Corp. (NYSE: PAAS) (TSX: PAAS) ("Pan American") today announced that, in connection with the previously announced consent solicitations of Yamana Gold Inc. ("Yamana"), a wholly-owned subsidiary of Pan American, holders of a majority of the aggregate principal amount outstanding of each of Yamana’s 4.625% Senior Notes due 2027 (the "2027 Notes") and Yamana’s 2.630% Senior Notes due 2031 (the "2031 Notes" and together with the 2027 Notes, the "Notes") have delivered consents to amend the reporting covenant of the indenture governing those Notes, as contemplated by the previously announced consent solicitations. As a result, for so long as the Notes are guaranteed by Pan American or any other entity that directly or indirectly controls Yamana, reports of Pan American or of such other controlling entity may be provided in lieu of reports of Yamana.


The consent solicitations related to the Notes expired as of 5:00 p.m., New York City time, on May 4, 2023 (the "Expiration Time"). On or before May 11, 2023, Pan American will pay a consent fee of $1.50 per $1,000 principal amount of Notes to holders who delivered valid consents prior to the Expiration Time (and did not validly revoke such consents prior to the withdrawal deadline). Yamana, Pan American, the other guarantors thereto, Wilmington Trust, National Association (as Trustee), and Citibank N.A. (as Securities Administrator), will execute the applicable supplemental indenture for the Notes to amend the reporting covenant."

 

Pan American Silver Corp. Announces Consent Solicitations with Respect to Yamana Gold Inc.’s 4.625% Senior Notes Due 2027 and 2.630% Senior Notes Due 2031


27 APRIL 2023


Full announcement including disclaimers and offer restrictions available via Businesswire


"VANCOUVER, British Columbia--(BUSINESS WIRE)--Pan American Silver Corp. (NYSE: PAAS) (TSX: PAAS) ("Pan American") today announced that Yamana Gold Inc. ("Yamana"), a wholly-owned subsidiary of Pan American, has commenced consent solicitations (the "Consent Solicitations") with respect to certain proposed amendments to the indenture, dated as of June 30, 2014 (the "Base Indenture"), as supplemented in relation to Yamana’s 4.625% Notes due 2027 (the "2027 Notes") by the Fourth Supplemental Indenture, dated as of December 4, 2017 (the "2027 Notes Indenture") and the Base Indenture, as supplemented in relation to Yamana’s 2.630% Senior Notes due 2031 (the "2031 Notes" and together with the 2027 Notes, the "Notes") by the Seventh Supplemental Indenture dated as of August 6, 2021 (the "2031 Notes Indenture", and together with the 2027 Notes Indenture, the "Indenture").


The Consent Solicitations are being conducted in connection with the recently completed court-approved statutory plan of arrangement under the Canada Business Corporations Act (the "Arrangement") pursuant to which Pan American acquired all of the issued and outstanding common shares of Yamana. In connection with the Arrangement, the common shares of Yamana were delisted from the New York Stock Exchange, the London Stock Exchange and Toronto Stock Exchange and Pan American has fully and unconditionally guaranteed the Notes.


Upon the terms and subject to the conditions described in the Consent Solicitation Statement, dated April 27, 2023 (as may be amended or supplemented from time to time, the "Consent Solicitation Statement"), Yamana is soliciting consents to amend the reporting covenant of the Indenture to provide that, for so long as the Notes are guaranteed by Pan American or any other entity that directly or indirectly controls Yamana, reports of Pan American or of such other controlling entity may be provided in lieu of reports of Yamana (the "Proposed Amendments"). The Indenture currently requires Yamana to file with the Trustee reports and information that it is required to file with the U.S. Securities and Exchange Commission (the "SEC") pursuant to Sections 13 or 15(d) of the U.S. Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise provide annual and quarterly financial information to the Trustee if Yamana is no longer subject to Sections 13 or 15(d) of the Exchange Act.


The Consent Solicitations will expire at 5:00 p.m. New York City time, on May 4, 2023 (such date and time, as the same may be extended by Yamana from time to time, in its sole discretion, the applicable "Expiration Time"). Consents can only be revoked prior to 5:00 p.m. New York City time, on May 4, 2023 (such date and time, as the same may be extended by Yamana from time to time, in its sole discretion, the applicable “Withdrawal Deadline”)."


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