F-10

As filed with the Securities and Exchange Commission on November 12, 2021

Registration No. 333-     ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM F-10 and FORM F-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Form F-10	Form F-4
Yamana Gold Inc.	​
(FOR CO-REGISTRANTS, PLEASE SEE TABLE OF CO-REGISTRANTS ON THE FOLLOWING PAGE)	(FOR CO-REGISTRANTS, PLEASE SEE TABLE OF CO-REGISTRANTS ON THE FOLLOWING PAGE)

(Exact Name of Registrant as Specified in its Charter)

Canada (Province or other jurisdiction
of incorporation or organization) 1041 (Primary Standard Industrial
Classification Code Number) Not Applicable (I.R.S. Employer
Identification Number)

Royal Bank Plaza, North Tower 200 Bay Street, Suite 2200 Toronto, Ontario Canada M5J 2J3 (416) 815-0220	Meridian Gold Company 4635 Longley Lane Unit 110-4A Reno, Nevada 89502 (775) 850-3700
(Address, including postal code, and telephone number, including area code, of Registrant’s principal executive offices)	(Name, Address (Including Zip Code) and Telephone Number (Including Area Code) of Agent for Service in the United States)

Copies to:

Sofia Tsakos
Yamana Gold Inc.
200 Bay Street
Suite 2200
Toronto, Ontario
Canada M5J 2J3
(416) 815-0220 Adam M. Givertz
Paul, Weiss, Rifkind, Wharton & Garrison LLP
77 King Street West
Suite 3100
Toronto, Ontario
Canada M5K 1J3
(416) 504-0520 Andrea FitzGerald
Cassels Brock & Blackwell LLP
40 King Street West
Suite 2100
Toronto, Ontario
Canada M5H 3C2
(416) 869-5300

Approximate date of commencement of proposed sale of the securities to the public:
as soon as practicable after this registration statement becomes effective.

Form F-10
Province of Ontario, Canada

(Principal Jurisdiction Regulating this Form F-10 Offering)

It is proposed that this filing shall become effective (check appropriate box):

A.
☐
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.
☒
at some future date (check appropriate box below):

1.   ☐

Pursuant to Rule 467(b) on (           ) at (           ) (designate a time not sooner than seven calendar days after filing).

2.   ☐

Pursuant to Rule 467(b) on (           ) at (           ) (designate a time seven calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (           ).

3.   ☐

Pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.

4.   ☒

After the filing of the next amendment to this form (if preliminary material is being filed).

If any of the securities being registered on this Form F-10 are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box.   ☐

Form F-4

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company   ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
2.630% Senior Notes due 2031 of Yamana Gold Inc. (“Yamana”)	$500,000,000	100%	$500,000,000	$46,350
Guarantees(3)	N/A	N/A	N/A	N/A
Total	$500,000,000	​	$500,000,000	$46,350

(1)

The notes being registered are offered in exchange for 2.630% Senior Notes due 2031, previously sold in a transaction exempt from registration under the Securities Act of 1933, as amended.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended.

(3)

Certain subsidiaries of Yamana will guarantee the payment of principal of, and premium (if any) and interest on, the debt securities registered hereby. Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no additional filing fee is being paid in respect of the guarantees.

The Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Form F-4

Exact Name of Co-Registrant as Specified in its Charter	I.R.S. Employer Identification No.		State or Other Jurisdiction of Incorporation or Organization
Jacobina Mineracao e Comercio Ltda.	​	N/A	Brazil
Minera Meridian Limitada	​	N/A	Chile
Minera Florida Limitada	​	N/A	Chile
Yamana Santa Cruz Holdings B.V.	​	N/A	Netherlands

Address, including Zip Code, and Telephone Number, including Area Code, of each Co-Registrant’s Principal Executive Offices: c/o Yamana Gold Inc., 200 Bay Street, Suite 2200, Toronto, Ontario, Canada M5J 2J3, (416) 815-0220.

Name, Address, including Zip Code, and Telephone Number, including Area Code, of each Co-Registrant’s Agent for Service: Meridian Gold Company, 4635 Longley Lane, Unit 110-4A, Reno, Nevada 89502, (775) 850-3700.

PART 1

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be exchanged prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Subject to completion, dated November 12, 2021

PRELIMINARY SHORT FORM PROSPECTUS

New Issue

Yamana Gold Inc.

Offer to exchange all outstanding 2.630% Senior Notes due 2031 and related guarantees issued on August 6, 2021 for up to $500,000,000 aggregate principal amount of registered 2.630% Senior Notes due 2031 and related guarantees

The Initial Notes:

$500,000,000 aggregate principal amount of 2.630% Senior Notes due 2031 (the “Initial Notes”) were originally issued by Yamana Gold Inc. (“Yamana” or the “Company”) on August 6, 2021 in a transaction that was exempt from registration under the United States Securities Act of 1933, as amended (the “Securities Act”), and resold to qualified institutional buyers in reliance on Rule 144A and non-U.S. persons outside the United States in reliance on Regulation S.

The New Notes:

The terms of the new 2031 notes (the “New Notes”) are substantially identical to the terms of the Initial Notes, except that the New Notes will be registered under the Securities Act, will not contain restrictions on transfer or certain provisions relating to additional interest, will bear different CUSIP numbers from the Initial Notes and will not entitle their holders to registration rights. The New Notes will evidence the same continuing indebtedness as the Initial Notes. We refer to the Initial Notes and the New Notes together as the “Notes.”

All dollar amounts in this prospectus are in United States dollars, unless otherwise indicated. See “Exchange Rate Information.”

See “Risk Factors” beginning on page 6 for a discussion of certain risks that you should consider in connection with an investment in the New Notes.

Exchange Offer:

Our offer to exchange Initial Notes for New Notes will be open until 5:00 p.m., New York City time, on                 , 2021, unless we extend the offer.

New Notes will be issued in exchange for an equal aggregate principal amount of outstanding Initial Notes validly tendered and accepted in the exchange offer. The exchange offer is not conditioned upon any minimum principal amount of Initial Notes being tendered for exchange. However, the obligation to accept the Initial Notes for exchange pursuant to the exchange offer is subject to certain customary conditions set forth herein. See “Exchange Offer — Terms of the Exchange Offer — Conditions.”

There is no market through which these securities may be sold and holders may not be able to resell securities purchased under the short form prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities and the extent of issuer regulation. See “Risk Factors.”

Yamana is permitted, under a multijurisdictional disclosure system adopted by the United States and Canada, to prepare this prospectus in accordance with Canadian disclosure requirements, which are different than those of the United States. Prospective investors in the Notes should be aware that such requirements are different from those of the United States. Financial statements included or incorporated herein have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and thus may not be comparable to financial statements of United States companies.

Owning and disposing the Notes may subject you to tax consequences in the United States and Canada. You should read the tax discussion in this prospectus. This prospectus may not describe the tax consequences of a holder’s particular situation. We urge holders to consult their own tax advisors regarding the application of tax laws to their particular situation.

We are a corporation existing under the laws of Canada. Our head office is located at 200 Bay Street, Royal Bank Plaza, North Tower, Suite 2200, Toronto, Ontario M5J 2J3 and our registered office is located at 2100 Scotia Plaza, 40 King Street West, Toronto, Ontario M5H 3C2. A majority of our assets are located outside of the United States. In addition most of our directors and officers named in this prospectus and the documents incorporated by reference herein are resident outside of the United States. As a result, it may be difficult for United States investors to effect service of process within the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) NOR ANY STATE SECURITIES COMMISSION NOR ANY OTHER SECURITIES REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No proceeds will be raised pursuant to this exchange offer and all expenses in connection with the preparation and filing of this prospectus will be paid by Yamana from its general corporate funds.

No underwriter is being used in connection with this exchange offer or has been involved in the preparation of this prospectus or has performed any review of the contents of this prospectus.

Prospective investors should be aware that, during the period of the exchange offer, the registrant or its affiliates, directly or indirectly, may bid for or make purchases of Notes to be distributed or to be exchanged, or certain related debt securities, as permitted by applicable laws or regulations of Canada, or its provinces or territories.

Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Initial Notes where those Initial Notes were acquired as a result of market-making activities or other trading activities. To the extent any such broker-dealer participates in the exchange offer, we have agreed that for a period of up to 180 days we will use commercially reasonable efforts to make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

This prospectus incorporates by reference documents that contain important business and financial information about us that is not included in or delivered with this prospectus. These documents are available without charge to security holders upon written or oral request to the Senior Vice President, General Counsel and Corporate Secretary of Yamana at Yamana Gold Inc., 200 Bay Street, Suite 2200, Toronto, Ontario, Canada M5J 2J3, (416) 815-0220 and are also available electronically on SEDAR (as defined below) at www.sedar.com and on EDGAR (as defined below) at www.sec.gov. To obtain timely delivery, holders of the Initial Notes must request these documents no later than five business days before the expiration date. Unless extended, the expiration date is                 , 2021.

The date of this prospectus is           , 2021.

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS

We are responsible for the information contained in this prospectus or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell the New Notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus or in any document incorporated or deemed to be incorporated by reference in this prospectus is accurate only as of the respective date of the document in which such document appears.

The New Notes have not been and will not be qualified for public distribution under the securities laws of any province or territory of Canada. The New Notes are not being offered for sale and may not be offered or sold, directly or indirectly, in Canada or to any resident thereof except in accordance with the securities laws of the provinces and territories of Canada.

Yamana presents its financial statements in U.S. dollars and such financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). Unless otherwise indicated, any other financial information included or incorporated by reference in this prospectus has been prepared in accordance with IFRS. IFRS differs in certain material respects from United States generally accepted accounting principles (“U.S. GAAP”). As a result, certain financial information included or incorporated by reference in this prospectus may not be comparable to financial information prepared by other United States companies. This prospectus does not include any explanation of the principal differences or any reconciliation between IFRS and U.S. GAAP.

References to “$” in this prospectus are to U.S. dollars and references to “C$” in this prospectus are to Canadian dollars unless otherwise indicated. See “Exchange Rate Information.”

In this prospectus, “we”, “us” and “our” refer to Yamana and its subsidiaries.

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TABLE OF CONTENTS

​	Page
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	​	iii
WHERE YOU CAN FIND MORE INFORMATION	​	iii
MARKET AND INDUSTRY DATA	​	iv
NOTE REGARDING FORWARD-LOOKING STATEMENTS	​	iv
NOTICE REGARDING PRESENTATION OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES	​	v
NON-GAAP FINANCIAL MEASURES	​	vi
EXCHANGE RATE INFORMATION	​	vi
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES	​	vi
PROSPECTUS SUMMARY	​	1
RISK FACTORS	​	6
SUPPLEMENTAL OBLIGOR GROUP INFORMATION	​	27
EXCHANGE OFFER	​	29
USE OF PROCEEDS	​	37
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES	​	37
CONSOLIDATED CAPITALIZATION	​	37
EARNINGS COVERAGE	​	37
DESCRIPTION OF OTHER INDEBTEDNESS	​	38
DESCRIPTION OF THE NOTES AND GUARANTEES	​	39
U.S. FEDERAL INCOME TAX CONSIDERATIONS	​	58
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	​	62
PLAN OF DISTRIBUTION	​	62
EXPERTS	​	63
INTERESTS OF QUALIFIED PERSONS	​	63
LEGAL MATTERS	​	63
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT	​	64

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the securities commissions or similar regulatory authorities in each of the provinces of Canada and filed with or furnished to the Commission are specifically incorporated by reference in this prospectus:

(a)

The annual information form of Yamana, dated as of March 25, 2021, for the year ended December 31, 2020 (the “Yamana AIF”).

(b)

The management’s discussion and analysis of operations and financial condition of Yamana for the year ended December 31, 2020 (“Management’s Discussion and Analysis”).

(c)

The audited consolidated annual financial statements of Yamana as at and for the years ended December 31, 2020 and 2019 (the “Audited Financial Statements”).

(d)

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.

(e)

The management’s discussion and analysis of operations and financial condition of Yamana for the three and nine months ended September 30, 2021 (“Interim Management’s Discussion and Analysis”).

(f)

The condensed consolidated interim financial statements of Yamana as at and for the three and nine months ended September 30, 2021 (the “Interim Financial Statements”).

Any annual information form, annual financial statements (including the auditors’ report thereon), interim financial statements, management’s discussion and analysis, material change report (excluding any confidential material change reports), business acquisition report or information circular or amendments thereto that we file with any securities commission or similar regulatory authority in Canada after the date of this prospectus and prior to the termination of the offering of the New Notes will be incorporated by reference in this prospectus and will automatically update and supersede information included or incorporated by reference in this prospectus. In addition, all documents we file with or furnish to the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this prospectus and prior to the termination of the offering of the New Notes to which this prospectus relates shall be deemed to be incorporated by reference into this prospectus and the registration statement of which the prospectus forms a part from the date of filing or furnishing of such documents (in the case of any Report on Form 6-K, if and to the extent expressly set forth in such report).

Any statement contained in a document incorporated or deemed to be incorporated by reference herein or contained in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent any statement contained herein or in any subsequently filed or furnished document which is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

WHERE YOU CAN FIND MORE INFORMATION

We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, without charge, upon written or oral request to the Senior Vice President, General Counsel and Corporate Secretary of Yamana at Yamana Gold Inc., 200 Bay Street, Suite 2200, Toronto, Ontario, Canada M5J 2J3, (416) 815-0220, copies of the documents incorporated by reference in this prospectus. Except as otherwise

iii

indicated in this prospectus, we do not incorporate by reference into this prospectus any of the information on, or accessible through, our website or any of the websites listed below.

We file certain reports with, and furnish other information to, the Commission and the provincial securities regulatory authorities of Canada. Yamana’s Commission file number is 1-31880. Under a multijurisdictional disclosure system adopted by the United States and Canada, such reports and other information may be prepared in accordance with the disclosure requirements of the Canadian securities regulatory authorities, which requirements are different from those of the United States. As a foreign private issuer, Yamana is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and Yamana’s officers and directors are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. Our reports and other information filed with or furnished to the Commission are available, and our reports and other information filed or furnished in the future with or to the Commission will be available, from the Commission’s Electronic Document Gathering and Retrieval System (www.sec.gov), which is commonly known by the acronym “EDGAR”, as well as from commercial document retrieval services. Our Canadian filings are available on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.

We have filed with the Commission under the Securities Act a registration statement on Form F-10/F-4 relating to the securities being offered hereunder and of which this prospectus forms a part. This prospectus does not contain all the information set forth in such registration statement, certain items of which are contained in the exhibits to the registration statement as permitted or required by the rules and regulations of the Commission. Items of information omitted from this prospectus but contained in the registration statement will be available on the Commission’s website at www.sec.gov.

MARKET AND INDUSTRY DATA

Our statements with respect to our position in our markets and our market share are based on revenues and reflect our belief based on industry data and our knowledge of our markets. Certain industry data and other statistical information included or incorporated by reference in this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Some data included or incorporated by reference in this prospectus is also based on our good faith estimates, which are derived from our review of internal surveys, as well as independent sources. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes and incorporates by reference “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” under applicable Canadian Securities legislation. Except for statements of historical fact relating to us, information included and incorporated by reference herein constitutes forward-looking statements, including any information as to our strategy, plans or future financial or operating performance, results of feasibility studies, repayment of debt or updates regarding Mineral Reserves and Mineral Resources (each as defined herein). Forward-looking statements are characterized by words such as “plan,” “expect,” “budget,” “target,” “project,” “intend,” “believe,” “anticipate,” “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking statements.

These factors include our expectations in connection with the production and exploration, development and expansion plans at our projects discussed herein being met, the impact of proposed optimizations at our projects, changes in national and local government legislation, taxation, controls or regulations and/or change in the administration of laws, policies and practices, the impact of general business and economic conditions, global liquidity and credit availability on the timing of cash flows and the values of assets and liabilities based on projected future conditions, fluctuating metal prices (such as gold, silver, copper and zinc), currency exchange rates (such as the Canadian Dollar, the Brazilian Real, the Chilean Peso and the Argentine Peso versus the United States Dollar), the impact of inflation, possible variations in ore grade or recovery rates,

iv

changes in our hedging program, changes in accounting policies, changes in Mineral Reserves and Mineral Resources, risks related to asset dispositions, risks related to metal purchase agreements, risks related to acquisitions, changes in project parameters as plans continue to be refined, changes in project development, construction, production and commissioning time frames, risks associated with infectious diseases, including COVID-19, unanticipated costs and expenses, higher prices for fuel, steel, power, labor and other consumables contributing to higher costs and general risks of the mining industry, failure of plant, equipment or processes to operate as anticipated, unexpected changes in mine life, final pricing for concentrate sales, unanticipated results of future studies, seasonality and unanticipated weather changes, costs and timing of the development of new deposits, success of exploration activities, permitting timelines, government regulation and the risk of government expropriation or nationalization of mining operations, risks related to relying on local advisors and consultants in foreign jurisdictions, environmental risks, unanticipated reclamation expenses, risks relating to joint venture operations, title disputes or claims, limitations on insurance coverage, timing and possible outcome of pending and outstanding litigation and labor disputes, risks related to enforcing legal rights in foreign jurisdictions, and those risk factors discussed or referred to herein and in our annual Management’s Discussion and Analysis, Interim Management’s Discussion and Analysis and the Yamana AIF incorporated by reference herein.

Although we have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. Forward-looking statements may prove to be inaccurate, as actual results and future events could differ materially from those anticipated in such statements. We undertake no obligation to update forward-looking statements if circumstances or management’s estimates, assumptions or opinions should change, except as required by applicable law.

The reader is cautioned not to place undue reliance on forward-looking statements. The forward-looking statements included and incorporated by reference herein are presented for the purpose of assisting investors in understanding our expected financial and operational performance and results as at and for the periods ended on the dates presented in our plans and objectives and may not be appropriate for other purposes.

We caution you that the above list of cautionary statements is not exhaustive. These and other factors could cause actual results to differ materially from our expectations expressed in the forward-looking statements included and incorporated by reference in this prospectus, and further details and descriptions of these and other factors are disclosed in this prospectus, including under the section “Risk Factors.” Each of these forward-looking statements speaks only as of the date such statements were made.

NOTICE REGARDING PRESENTATION OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES

The disclosures regarding our mineral properties, including with respect to estimates of mineral reserves and mineral resources, included and incorporated by reference in this prospectus have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ in certain material respects from the disclosure requirements promulgated by the Commission. For example, the terms “Mineral Reserve”, “Proven Mineral Reserve”, “Probable Mineral Reserve”, “Mineral Resource”, “Measured Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) — CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the disclosure requirements promulgated by the Commission. Accordingly, information contained in this prospectus and the documents incorporated by reference herein may not be comparable to similar information made public by U.S. companies reporting pursuant to the Commission’s disclosure requirements.

v

NON-GAAP FINANCIAL MEASURES

This prospectus includes and incorporates by reference certain non-GAAP financial measures, to supplement our consolidated financial statements, which are presented in accordance with IFRS, including the following:

•

cash costs per gold equivalent ounce (“GEO”) sold;

•

all-in sustaining costs (“AISC”) per GEO sold;

•

net free cash flow;

•

net debt; and

•

average realized price per ounce of gold sold, per ounce of silver sold and per pound of copper sold.

We believe that these measures, together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate our underlying performance. Non-GAAP measures do not have any standardized meaning prescribed under IFRS, and therefore they may not be comparable to similar measures employed by other companies. Such measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Please refer to our Management’s Discussion and Analysis and our Interim Management’s Discussion and Analysis, each incorporated by reference into this prospectus, for a description of such non-GAAP measures and a reconciliation of such non-GAAP measures to their most directly comparable measures reported under IFRS.

EXCHANGE RATE INFORMATION

The average daily exchange rate on November 10, 2021, as reported by the Bank of Canada for the conversion of United States dollars into Canadian dollars was $1.00 equals C$1.2452.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

We are a corporation amalgamated and existing under the laws of Canada, and all of our guarantors are organized under the laws of various jurisdictions outside the United States. Certain of our directors and officers, as well as certain of the experts named in this prospectus, are residents of jurisdictions other than the United States, and a substantial portion of our and their respective assets are located outside the United States. We and the guarantors have agreed, in accordance with the terms of the indenture under which the New Notes will be issued, to accept service of process in any suit, action or proceeding with respect to the indenture or the New Notes brought in any federal or state court located in the Borough of Manhattan, in the City of New York, by an agent designated for such purpose, and to submit to the jurisdiction of such courts in connection with such suits, actions or proceedings. However, it may be difficult for holders of the New Notes to effect service within the United States upon directors, officers and experts who are not residents of the United States or to realize in the United States upon judgments of courts of the United States predicated upon civil liability under U.S. federal or state securities laws or other laws of the United States. We have been advised by our Canadian counsel, Cassels Brock & Blackwell LLP, that, subject to certain limitations, a judgment of a United States court predicated solely upon civil liability under United States federal securities laws may be enforceable in Canada if the United States court in which the judgment was obtained has a basis for jurisdiction in the matter that would be recognized by a Canadian court for the same purposes. We have also been advised by Cassels Brock & Blackwell LLP, that there is substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon United States federal securities laws. Additionally, there is doubt as to the enforceability in each guarantor’s jurisdiction of organization (other than Canada) against us, the guarantors or against our directors, officers and experts who are not residents of the United States, in original actions or in actions for enforcement of judgments of courts of the United States, of liabilities predicated solely upon U.S. federal or state securities laws.

vi

PROSPECTUS SUMMARY

The following is a summary of some of the information included or incorporated by reference in this prospectus. It may not contain all the information that is important to you. To understand this offering fully, you should carefully read the entire prospectus and the documents incorporated by reference herein, including the risk factors beginning on page 6.

Company Overview

We are a Canadian-based precious metals producer with significant gold and silver production, development stage properties, exploration properties, and land positions throughout the Americas. Our portfolio includes five operating gold mines and various advanced and near development stage projects and exploration properties in Canada, Brazil, Chile, and Argentina.

Production from our mines (including our 50% interest in the Canadian Malartic Mine (“Canadian Malartic”) for the nine months ended September 30, 2021 was 729,793 GEO(1), 644,074 ounces of gold and 6,026,508 ounces of silver at a total cost of sales per GEO of $1,149 and AISC per GEO sold of $1,056. Production from our mines (including our 50% interest in Canadian Malartic) for the year ended December 31, 2020 was 901,155 GEO, 779,810 ounces of gold and 10,365,662 ounces of silver at a total cost of sales per GEO of $1,151 and AISC(2) per GEO sold of $1,080. GEO assumes gold ounces plus the gold equivalent of silver ounces using a ratio of 70.31 for the nine months ended September 30, 2021 and 88.86 for the year ended December 31, 2020.

As of December 31, 2020, we had Proven and Probable Mineral Reserves totaling approximately 13.8 million ounces of gold, 112.8 million ounces of silver, 6.7 billion pounds of copper, 103 million pounds of zinc and 411 million pounds of molybdenum, inclusive of Mineral Reserves attributable to (i) our 50% interest in Canadian Malartic, (ii) our 57% interest in the Jeronimo project in Chile, (iii) our 56.25% interest in the MARA project in Argentina (the “MARA Project”) and (iv) our 100% interest in the Wasamac project in Quebec (the “Wasamac Project”).

Our common shares are listed on the Toronto Stock Exchange under the symbol “YRI” and the New York Stock Exchange and London Stock Exchange under the symbol “AUY.” As of September 30, 2021, we had $460.2 million in cash and cash equivalents (inclusive of $220.2 million available for utilization by the MARA Project), $750.0 million of available credit and $772.8 million of total debt.

The principal executive office of each of the registrants is c/o Yamana Gold Inc., 200 Bay Street, Suite 2200, Toronto, Ontario, Canada M5J 2J3, (416) 815-0220.

Summary of Terms of the Exchange Offer

We are offering to exchange $500,000,000 aggregate principal amount of Initial Notes for a like aggregate principal amount of our New Notes, evidencing the same continuing indebtedness as the Initial Notes. In order to exchange your Initial Notes, you must properly tender them and we must accept your tender. We will exchange all outstanding Initial Notes that are validly tendered and not validly withdrawn.

Exchange Offer:

We will exchange your Initial Notes for a like aggregate principal amount of our New Notes.

Expiration Date:

The “expiration date” for the exchange offer is 5:00 p.m., New York City time, on            , 2021, unless we extend it, in which case “expiration date” means the latest date and time to which the exchange offer is extended.

Interest on the New Notes:

The New Notes will accrue interest at a rate of 2.630% per annum from and including the last interest payment date on which interest has been paid on the Initial Notes. No additional interest will be paid on Initial Notes tendered and accepted for exchange.

(1)

Non-GAAP financial measure. See “Non-GAAP Financial Measures.”

(2)

Non-GAAP financial measure. See “Non-GAAP Financial Measures.”

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Conditions to the Exchange Offer:

The exchange offer is subject to certain customary conditions, which we may waive. See “Exchange Offer — Terms of the Exchange Offer — Conditions.”

Procedures for Tendering Initial Notes:

If you wish to accept the exchange offer, you must submit the required documentation and effect a tender of Initial Notes pursuant to the procedures for book-entry transfer (or other applicable procedures), all in accordance with the instructions described in this prospectus and in the letter of transmittal. See “Exchange Offer — Terms of the Exchange Offer — Procedures for Tendering,” “Exchange Offer — Terms of the Exchange Offer — Book-Entry Transfer,” “Exchange Offer — Terms of the Exchange Offer — Exchanging Book-Entry Notes” and “Exchange Offer — Terms of the Exchange Offer — Guaranteed Delivery Procedures.”

Guaranteed Delivery Procedures:

If you wish to tender your Initial Notes, but cannot properly do so prior to the expiration date, you may tender your Initial Notes in accordance with the guaranteed delivery procedures described in “Exchange Offer — Terms of the Exchange Offer — Guaranteed Delivery Procedures.”

Withdrawal Rights:

Tenders of Initial Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date. To withdraw a tender of Initial Notes, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in the letter of transmittal prior to 5:00 p.m., New York City time, on the expiration date.

Acceptance of Initial Notes and Delivery of New Notes:

Subject to certain conditions, any and all Initial Notes that are validly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date will be accepted for exchange. The New Notes issued pursuant to the exchange offer will be delivered promptly following the expiration date. See “Exchange Offer — Terms of the Exchange Offer.”

U.S. Federal and Canadian Federal Income Tax Considerations:

The exchange of the Initial Notes for the New Notes will not constitute a taxable exchange for U.S. federal or Canadian federal income tax purposes. See “U.S. Federal Income Tax Considerations” and “Canadian Federal Income Tax Considerations.”

Exchange Agent:

Citibank, N.A. is serving as the exchange agent.

Summary of Terms of the New Notes:

The terms of the New Notes are substantially identical to the terms of the Initial Notes except that the New Notes:

•

will be registered under the Securities Act, and therefore will not contain restrictions on transfer;

•

will not contain certain provisions relating to additional interest;

•

will bear a different CUSIP number from the Initial Notes; and

•

will not entitle their holders to registration rights.

Resale of New Notes:

It may be possible for you to resell the New Notes issued in the exchange offer without compliance with the registration or prospectus delivery provisions of the Securities Act if:

•

you are acquiring the New Notes in the ordinary course of your business;

•

you are not a broker-dealer that acquired the Initial Notes from us or in market-making transactions or other trading activities;

•

you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of the New Notes issued to you; and

•

you are not an affiliate, under Rule 405 of the Securities Act, of us.

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If you are a broker-dealer and receive New Notes for your own account in exchange for Initial Notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the New Notes. See “Plan of Distribution.”

Consequences of Failure to Exchange Initial Notes:

If you do not participate in this exchange offer:

•

subject to certain limited exceptions, you will not necessarily be able to require us to register your Initial Notes under the Securities Act;

•

you will not be able to resell, offer to resell or otherwise transfer your Initial Notes unless they are registered under the Securities Act or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, registration under the Securities Act; and

•

the trading market for your Initial Notes will become more limited to the extent other holders of Initial Notes participate in the exchange offer.

See “Exchange Offer — Terms of the Exchange Offer — Consequences of Failure to Exchange” and “Exchange Offer — Terms of the Exchange Offer — Acceptance of Initial Notes for Exchange; Delivery of New Notes.”

Summary of Terms of the New Notes

The summary below describes the principal terms of the New Notes. Some of the terms and conditions described below are subject to important limitations and exceptions. The “Description of the Notes and Guarantees” section of this prospectus contains a more detailed description of the terms and conditions of the New Notes.

Issuer:

Yamana Gold Inc.

Notes Offered:

$500,000,000 aggregate principal amount of 2.630% senior notes due 2031.

Maturity:

The New Notes will mature on August 15, 2031.

Interest Payment Dates:

The New Notes will accrue interest from August 6, 2021, at a rate of 2.630% per annum. Interest on the New Notes will be paid on February 15 and August 15 of each year, beginning February 15, 2022. All payments on the New Notes will be made in U.S. dollars.

Guarantees:

The New Notes will be guaranteed on a senior basis by each of our subsidiaries that is a guarantor under our Credit Agreement (as defined herein).

Under certain circumstances, guarantors may be released from their guarantees without the consent of the holders of New Notes. See “Description of the Notes and Guarantees — Note Guarantees — Release of Guarantees.”

Ranking:

The New Notes will be our and each guarantor’s senior obligations and will rank equally with all of our and each guarantor’s other senior unsubordinated indebtedness from time to time outstanding. The New Notes will be structurally subordinated to all indebtedness and other liabilities of our subsidiaries that are not guarantors and will be effectively subordinated to our and the guarantors’ secured indebtedness and other secured liabilities to the extent of the assets securing such indebtedness and other liabilities.

Optional Redemption:

Prior to May 15, 2031 (the date that is three months prior to the maturity date of the New Notes), we may, at our option, redeem the New Notes, in whole or in part, at the make whole redemption price described in this prospectus. On or after May 15, 2031 (the date that is three months prior to the maturity date of the New Notes), we may, at our option, redeem the New Notes, in whole or

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in part, at a price equal to 100% of the principal amount of the New Notes to be redeemed, plus accrued interest thereon to, but not including, the date of redemption. See “Description of the Notes and Guarantees — Optional Redemption.”

Change of Control:

We will be required to make an offer to repurchase the New Notes at a price equal to 101% of the aggregate principal amount repurchased plus accrued and unpaid interest to, but not including, the date of repurchase upon the occurrence of a Change of Control Repurchase Event (as defined herein), as described under “Description of the Notes and Guarantees — Change of Control Repurchase Event” in this prospectus.

Additional Amounts:

All payments made by us, a guarantor or on our or their behalf under or with respect to the New Notes or the guarantees will be made free and clear of, and without withholding or deduction for or on account of, any Taxes (as defined herein) imposed or levied by or on behalf of the Relevant Taxing Jurisdictions (as defined herein), unless we or the guarantors are required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the Relevant Taxing Jurisdictions. If any amount for or on account of such Taxes is required by any Relevant Taxing Jurisdiction to be withheld or deducted from any payment made under or with respect to the New Notes or a guarantee, we will, subject to certain exceptions, pay to each holder of New Notes as additional interest such Additional Amounts (as defined herein) as may be necessary so that the net amount received by each such holder after such withholding or deduction (and after deducting any Taxes on such Additional Amounts) will not be less than the amount such holder would have received if such Taxes had not been required to be withheld or deducted. See “Description of the Notes and Guarantees — Payment of Additional Amounts.”

Tax Redemption:

We may redeem the New Notes, in whole but not in part, upon notice in the event of certain changes in the tax laws (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction, or the interpretation or administration thereof, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest to, but not including, the date fixed for redemption. See “Description of the Notes and Guarantees — Tax Redemption.”

Sinking Fund:

None.

Use of Proceeds:

We will not receive any proceeds from the exchange offer.

Certain Covenants:

The indenture pursuant to which the New Notes will be issued contains certain covenants that, among other things:

•

limit the ability of Yamana and its restricted subsidiaries to create liens; and

•

restrict our ability to amalgamate or merge with a third party or transfer all or substantially all of our assets.

These covenants are subject to important exceptions and qualifications which are described under the caption “Description of the Notes and Guarantees — Certain Covenants.”

Form:

The New Notes will be represented by one or more fully registered global notes deposited in book-entry form with, or on behalf of, The Depository Trust Company, and registered in the name of its nominee. See “Description of the Notes and Guarantees — Book-Entry Procedures for the Global Notes.”

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Governing Law:

The indenture pursuant to which the New Notes are issued is, and the New Notes and the related guarantees will be, governed by, and construed in accordance with, the laws of the State of New York.

Risk Factors:

You should carefully consider the information set forth in the section titled “Risk Factors” as well as the other information included in this prospectus and the documents incorporated by reference herein before deciding whether to purchase the New Notes.

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RISK FACTORS

In deciding whether to exchange Initial Notes for New Notes, you should carefully consider the risks described below, the risk factors incorporated by reference into this prospectus and all of the information included and incorporated by reference in this prospectus. The risks and uncertainties described below are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the adverse consequences described in those risks actually occurs, our business, results of operations, cash flows and financial position would suffer. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Note Regarding Forward-Looking Statements.”

Risks Related to Our Business

Changes in the market price of gold, silver and copper, which in the past have fluctuated widely, may affect our results of operations, cash flows and financial position.

Our profitability and long-term viability depend, in large part, upon the market price of metals that may be produced from our properties, primarily gold, silver and copper. Market price fluctuations of these commodities could adversely affect the profitability of our operations and lead to impairments and write downs of mineral properties. Metal prices fluctuate widely and are affected by numerous factors beyond our control, including:

•

global and regional supply and demand for industrial products containing metals generally;

•

changes in global or regional investment or consumption patterns;

•

increased production due to new mine developments and improved mining and production methods;

•

decreased production due to mine closures;

•

interest rates and interest rate expectation;

•

expectations with respect to the rate of inflation or deflation;

•

fluctuations in the value of the U.S. dollar and other currencies;

•

availability and costs of metal substitutes;

•

global or regional political or economic conditions; and

•

sales by central banks, holders, speculators and other producers of metals in response to any of the above factors.

There can be no assurance that metal prices will remain at current levels or that such prices will improve. A decrease in the market prices could adversely affect the profitability of our existing mines and projects as well as our ability to finance the exploration and development of additional properties, which would have a material adverse effect on our results of operations, cash flows and financial position. A decline in metal prices may require us to write-down our Mineral Reserve and Mineral Resource estimates by removing ores from Mineral Reserves that would not be economically processed at lower metal prices and revise our life-of-mine plans, which could result in material write-downs of our investments in mining properties. Any of these factors could result in a material adverse effect on our results of operations, cash flows and financial position. Further, if revenue from metal sales declines, we may experience liquidity difficulties. Our cash flow from mining operations may be insufficient to meet our operating needs, and as a result we could be forced to discontinue production and could lose our interest in, or be forced to sell, some or all of our properties.

In addition to adversely affecting our Mineral Reserve and Mineral Resource estimates and our results of operations, cash flows and financial position, declining metal prices can impact operations by requiring a reassessment of the feasibility of a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays and/or may interrupt operations until the reassessment can be completed, which may have a material adverse effect on our results of operations, cash flows and financial position. In addition, lower metal prices may require us to reduce funds available for exploration, resulting in depleted Mineral Reserves not being replaced.

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We are exposed to exploration, development and operating risks, due to the high degree of risk involved in mining operations and these factors may adversely affect our results of operations, cash flows and financial position.

Mining operations are inherently dangerous and generally involve a high degree of risk. Yamana’s operations are subject to all the hazards and risks normally encountered in the exploration, development and production of gold, copper and silver, including, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding, pit wall failure and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, personal injury or loss of life, damage to property and environmental damage, all of which may result in possible legal liability. Although we expect that adequate precautions to minimize risk will be taken, mining operations are subject to hazards such as fire, rock falls, geomechanical issues, equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability. The occurrence of any of these events could result in a prolonged interruption of our operations that would have a material adverse effect on our business, financial condition, results of operations and prospects.

The exploration for and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish Mineral Reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by Yamana will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices that are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in Yamana not receiving an adequate return on invested capital.

There is no certainty that the expenditures made by Yamana towards the search and evaluation of mineral deposits will result in discoveries or development of commercial quantities of ore.

The mining business is inherently dangerous and subject to conditions or events beyond our control, which could have a material adverse effect on us.

Mining, like many other extractive natural resource industries, is subject to potential risks and liabilities due to accidents that could result in serious injury or death and/or material damage to the environment and Company assets. The impact of such accidents could affect the profitability of our operations, potentially result in fines, penalties or other prosecutions, cause an interruption to our operations, lead to a loss of licenses, affect the reputation of the Company and its ability to obtain further licenses, damage community relations and reduce the perceived appeal of the Company as an employer.

Our operations are subject to significant environmental and governmental regulations, which could significantly limit development and cause potential delays in production.

All phases of the Company’s operations are subject to environmental and safety regulations in the various jurisdictions in which it operates. These regulations mandate, among other things, aspects related to worker safety, water quality, water management, land reclamation, waste disposal (including mine waste and the generation, transportation, storage and disposal of hazardous waste), mine development and protection of endangered and other special status species. Failure to comply with applicable health, safety and environmental laws and regulations could result in injunctions, fines, suspension or cancellation of permits and approvals and could include other penalties including negligence claims or criminal prosecution. Health, safety and environmental legislation and regulations are generally becoming more prescriptive and enforcement is escalating with increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, increased permitting timelines and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that the Company has been or will at all times be in full compliance with all environmental laws and regulations or hold, and be in full compliance with, all required environmental and health and safety permits. In addition, new rules and regulations may be

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enacted or existing rules and regulations may be applied in a manner which could have an adverse effect on our financial position and operations. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations, including the Company, may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. The potential costs and delays associated with compliance with such laws, regulations and permits could prevent the Company from proceeding with the development of a project or the operation or further development of a mine, and any non-compliance therewith may adversely affect the Company’s business, financial condition and results of operations.

Government environmental approvals, permits and licenses are currently, or may in the future be, required in connection with the Company’s operations. To the extent such approvals are required and not obtained, the Company may be curtailed or prohibited from proceeding with planned exploration or development of mineral properties.

The Company may also be held financially responsible for remediation of contamination at current or former sites, or at third party sites. The Company could also be held responsible for exposure to hazardous substances. The costs associated with such instances and liabilities could be significant.

In certain jurisdictions where Yamana operates, the Company may be required to submit, for government approval, a reclamation plan and cost estimate for each of its mining/project sites. The reclamation plan establishes the Company’s obligation to reclaim property after certain mining or exploration activities have been carried out by the Company. In some jurisdictions, bonds or other forms of financial assurances are required as security to ensure performance of the required reclamation activities. The Company may incur significant reclamation costs which may materially exceed the provisions the Company has made for such reclamation. In addition, the potential for additional regulatory requirements relating to reclamation or additional reclamation activities may have a material adverse effect on the Company’s financial condition, liquidity or results of operations. When a previously unrecognized reclamation liability becomes known or a previously estimated cost is increased, the amount of that liability or additional cost may be expensed, which may materially reduce net income in that period.

The extraction process for gold and metals can produce tailings, which are the sand and silt-sized rock particles that remain after the target minerals are extracted. Tailings are stored in engineered facilities which are designed, constructed, operated and closed in conformance with local requirements and best practices. Should a breach of these facilities occur due to present-day limitations on engineering and scientific knowledge related to extreme weather, seismic event, or other incident, the Company could suffer a material financial impact on its operations and financial condition, including the potential for criminal and financial liability.

Production at certain of the Company’s mines involves the use of cyanide, which is a toxic material if not handled properly. Should cyanide leak or otherwise be discharged from the containment system, the Company could suffer a material impact on its business, financial condition and results of operations. The Company became a signatory to the International Cyanide Management Code in September 2008 to ensure the safe transport and use of cyanide in the production of gold. Conformance with this code is verified by independent audits, and the Company’s operations are in full compliance with this code.

The Company actively engages with local communities to provide timely information about the operations and participates in a variety of activities to contribute to the wellbeing of local communities. Health, safety, environmental or other incidents, real or perceived, could cause community unrest that manifest, including protests, road blockages or other civil disobedience activities that could materially disrupt our operations.

The mineral exploration activities of the Company are subject to various laws governing prospecting, development, production, taxes, labor standards and occupational health and safety, hazardous substances, waste management and other matters. Although the Company believes that its exploration activities are currently carried out in accordance with all applicable rules and regulations, new rules and regulations may be enacted or existing rules and regulations may be applied in a manner that could limit or curtail production or development of the Company’s properties. Amendments to current laws and regulations governing the

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operations and activities of the Company or more stringent implementation thereof could have a material adverse effect on the Company’s business, financial condition and results of operations. See “— Our international operations are subject to political, economic, social and geographic risks of doing business in foreign countries.”

Emerging infectious diseases or the threat of outbreaks of viruses or other contagions or epidemic diseases, including the COVID-19 outbreak, could adversely affect our business, operating results and financial condition and this adverse effect could be material.

Emerging infectious diseases or the threat of outbreaks of viruses or other contagions or epidemic diseases, including the COVID-19 outbreak, could have a material adverse effect on the Company by causing operational and supply chain delays and disruptions (including as a result of government regulation and prevention measures), labor shortages and shutdowns, social unrest, breach of material contracts and customer agreements, government or regulatory actions or inactions, increased insurance premiums, decreased demand or the inability to sell and deliver precious metals, declines in the price of precious metals, delays in permitting or approvals, governmental disruptions, capital markets volatility or other unknown but potentially significant impacts. In addition, governments may impose strict emergencies measures in response to the threat or existence of an infectious disease. The full extent and impact of the COVID-19 pandemic is unknown and to date has included extreme volatility in financial markets, a slowdown in economic activity, extreme volatility in commodity prices (including precious metals) and has raised the prospect of a global recession. The international response to COVID-19 has led to significant restrictions on travel, temporary business closures, quarantines, global stock market volatility and a general reduction in global consumer activity. The estimates made by management are considered reasonable at this time, however, the full impact of the effects these conditions on mining operations or financial results may vary significantly due to uncertainties relating to the ultimate spread of the virus, the severity of the disease, the duration of the outbreak, presence of virus variants, efficacy of vaccination programs and the length of the travel restrictions and business closures that have been or may be imposed by the governments of impacted countries, such as travel restrictions and business closures. In addition, a significant outbreak of any other contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could result in a material adverse effect on commodity prices, demand for metals, investor confidence and general financial market liquidity, all of which may adversely affect the Company’s business and the market price of the Company’s common shares. Accordingly, any outbreak or threat of an outbreak of an epidemic disease or similar public health emergency could have a material adverse effect on the Company’s business, financial condition and results of operations. It is unknown whether and how the Company may be affected if another pandemic persists for an extended period of time.

Our business is sensitive to nature and climate conditions.

The Company and the broader mining industry are facing continued geotechnical challenges, which could adversely impact the Company’s production and profitability. Unanticipated adverse geotechnical and hydrological conditions, such as landslides, droughts, pit wall failures, instability of tailings storage facilities and rock fragility, may occur in the future and such events may not be detected in advance. Geotechnical instabilities and adverse climatic conditions can be difficult to predict and are often affected by risks and hazards outside of the Company’s control, such as seismic activity, severe weather and considerable rainfall, which may lead to periodic floods, mudslides and embankment instability, which could potentially result in slippage of material or, under very extreme circumstances, lead to a tailings dam failure.

Geotechnical failures could result in limited or restricted access to mine sites, suspension of operations, government investigations, increased monitoring costs, remediation costs, loss of ore and other impacts including financial liability, which could cause one or more of the Company’s projects to be less profitable than currently anticipated and could result in a material adverse effect on the Company’s results of operations and financial position.

Furthermore, the occurrence of physical climate change events may result in substantial costs to respond and/or recover from an event, and to prevent recurrent damage, through either the modification of, or addition to, existing infrastructure at the Company’s operations. The scientific community has predicted an increase, over time, in the frequency and severity of extraordinary or catastrophic natural phenomena as a result of

9

climate change. The Company can provide no assurance that it will be able to predict, respond to, measure, monitor or manage the risks posed as a result.

In addition, as climate change is increasingly perceived as a broad societal and community concern, stakeholders may increase demands for emissions reductions and call-upon mining companies to better manage their consumption of climate-relevant resources. Physical climate change events, and the trend toward more stringent regulations aimed at reducing the effects of climate change, could impact the Company’s decisions to pursue future opportunities, or maintain existing operations, which could have an adverse effect on its business and future operations. The Company can provide no assurance that efforts to mitigate the risks of climate changes will be effective and that the physical risks of climate change will not have an adverse effect on its operations and profitability.

We are exposed to counterparty, credit, liquidity and interest rate risks that could have an adverse effect on our results of operations, cash flows and financial position and if we are unable to successfully access financing, we may not be able to continue our exploration and development activities.

The Company is exposed to various counterparty risks including, but not limited to: (i) financial institutions that hold the Company’s cash and short term investments; (ii) companies that have payables to the Company, including concentrate and bullion customers; (iii) providers of its risk management services (including hedging arrangements); (iv) shipping service providers that move the Company’s material; (v) the Company’s insurance providers; and (vi) the Company’s lenders. The Company seeks to limit counterparty risk by entering into business arrangements with high credit-quality counterparties, limiting the amount of exposure to each counterparty and monitoring the financial condition of counterparties. For cash, cash equivalents and accounts receivable, credit risk is represented by the carrying amount on the balance sheet. For derivatives, the Company assumes no credit risk when the fair value of the instruments is negative. When the fair value of the instruments is positive, this is a reasonable measure of credit risk. The Company is also exposed to liquidity risks in meeting its operating and capital expenditure requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. Under the terms of the Company’s trading agreements, counterparties cannot require the Company to immediately settle outstanding derivatives except upon maintaining adequate lines of credit occurrence of customary events of default. The Company mitigates liquidity risk through the implementation of its capital management policy by spreading the maturity dates of derivatives over time, managing its capital expenditures and operation cash flows, and by maintaining adequate lines of credit. These factors may impact the ability of the Company to obtain loans and other credit facilities and refinance existing facilities in the future and, if obtained, on terms favorable to the Company. Such failures to obtain loans and other credit facilities could require us to take measures to conserve cash and could adversely affect our access to the liquidity needed for the business in the longer term.

The exploration and development of the Company’s properties, including continuing exploration and development projects, and the construction of mining facilities and commencement of mining operations may require substantial additional financing. Failure to obtain sufficient financing will result in a delay or indefinite postponement of exploration, development or production on any or all of the Company’s properties or even a loss of a property interest. Additional financing may not be available when needed, or if available, the terms of such financing might not be favorable to the Company. Failure to raise capital when needed would have a material adverse effect on the Company’s business, financial condition and results of operations.

Any uncertainty and inability in the estimation, recalculation or replacement of Mineral Reserves and Mineral Resources could materially affect our results of operations, cash flows and financial position.

To extend the lives of its mines and projects, ensure the continued operation of the business and realize its growth strategy, it is essential that the Company continues to realize its existing identified Mineral Reserves, convert Mineral Resources into Mineral Reserves, increase its Mineral Resource base by adding new Mineral Resources from areas of identified mineralized potential, and/or undertake successful exploration or acquire new Mineral Resources.

The figures for Mineral Reserves and Mineral Resources included and incorporated by reference in this prospectus are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that Mineral Reserves will be mined or processed profitably. Actual Mineral Reserves may not conform to geological, metallurgical or other

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expectations, and the volume and grade of ore recovered may differ from estimated levels. There are numerous uncertainties inherent in estimating Mineral Reserves and Mineral Resources, including many factors beyond the Company’s control. Such estimation is a subjective process, and the accuracy of any Mineral Reserve or Mineral Resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Short-term operating factors relating to the Mineral Reserves, such as the need for orderly development of the ore bodies or the processing of new or different ore grades, may cause the mining operation to be unprofitable in any particular accounting period. In addition, there can be no assurance that gold recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. Lower market prices, increased production costs, reduced recovery rates and other factors may result in a revision of our Mineral Reserve estimates from time to time or may render the Company’s Mineral Reserves uneconomic to exploit. Mineral Reserve data is not indicative of future results of operations. If the Company’s actual Mineral Reserves and Mineral Resources are less than current estimates or if the Company fails to develop its Mineral Resource base through the realization of identified mineralized potential, its results of operations or financial condition may be materially and adversely affected. Evaluation of Mineral Reserves and Mineral Resources occurs from time to time and they may change depending on further geological interpretation, drilling results and metal prices. The category of Inferred Mineral Resource is often the least reliable Mineral Resource category and is subject to the most variability. The Company regularly evaluates its Mineral Resources and it often determines the merits of increasing the reliability of its overall Mineral Resources.

Given that mines have limited lives based on Proven Mineral Reserves and Probable Mineral Reserves, the Company must continually replace and expand its Mineral Reserves at its mines. The life-of-mine estimates included and incorporated by reference in this prospectus may not prove to be correct. The Company’s ability to maintain or increase its annual production will be dependent in part on its ability to bring new mines into production and to expand Mineral Reserves at existing mines.

Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Due to the uncertainty which may attach to Inferred Mineral Resources, there is no assurance that Inferred Mineral Resources will be upgraded to Proven Mineral Reserves and Probable Mineral Reserves as a result of continued exploration.

Any uncertainty and inability in the estimations and projections of future production of our existing and future mines could materially affect our results of operations, cash flows and financial position.

The Company prepares estimates and projections of future production for its existing and future mines. Any such information is forward-looking and no assurance can be given that such estimates will be achieved. These estimates are based on existing mine plans and other assumptions which change from time to time, including: Mineral Reserve and Mineral Resource estimates; the availability, accessibility, sufficiency and quality of ore; the Company’s costs of production; the Company’s ability to sustain and increase production levels; the sufficiency of the Company’s infrastructure; the performance of the Company’s workforce and equipment, the Company’s ability to maintain and obtain mining interests and permits; and the Company’s compliance with existing and future laws and regulations. The Company’s actual production may vary from estimates for a variety of reasons, including: actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; revisions to mine plans; unusual or unexpected orebody formations; risks and hazards associated with mining; natural phenomena, such as inclement weather conditions, water availability, floods, and seismic activity; and unexpected labor shortages, strikes, local community opposition or blockades. Failure to achieve the estimated forecasts could have an adverse impact on the Company’s profitability, future cash flows, earnings, results of operations and financial condition.

We are exposed to the volatile changes in the prices and availability of commodities consumed.

The profitability of the Company’s operations will be dependent upon the cost and availability of commodities which are consumed or otherwise used in connection with the Company’s operations and projects, including, but not limited to, diesel, fuel, natural gas, electricity, steel, concrete and cyanide. Commodity prices fluctuate widely and are affected by numerous factors beyond the control of the Company. Further, as many of the Company’s mines are in remote locations and energy is generally a limited resource,

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the Company faces the risk that there may not be sufficient energy available to carry out mining activities efficiently or that certain sources of energy may not be available.

We are subject to a variety of risks associated with our joint venture and partnership agreements, which could result in a material adverse effect on our growth, results of operations, cash flows and financial position.

Yamana holds an indirect controlling interest of 56.25% in the MARA Project, the other 25% and 18.75% interests being held by Glencore International AG and Newmont Corporation, respectively. The Company determined that it controls the MARA Project through its 56.25% voting interest, and therefore the Company is required to consolidate 100% of the MARA Project, and recognize the non-controlling interest. The Company’s interest in the MARA Project is subject to the risks normally associated with the conduct of joint ventures. These risks include, but are not limited to: disagreement with joint venture partners on how to develop and operate mines efficiently; inability of joint venture partners to meet their obligations to the joint venture or third parties; or disputes arising between joint venture partners regarding joint venture matters such as project financing, development milestones and offtake matters. The existence or occurrence of one or more of the foregoing circumstances and events, for example, could have a material adverse impact on Company’s profitability, future cash flows, earnings, results of operations and financial condition.

In addition, the Company has formed a 50/50 partnership (the “Canadian Malartic GP”) with Agnico Eagle Mines Limited (“Agnico Eagle”) in connection with the acquisition of Canadian Malartic. There are a variety of general risks associated with the Canadian Malartic GP, particularly because Yamana is not the sole operator. These risks include, but are not limited to:

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disagreement with Agnico Eagle about how to develop, operate or finance a project;

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that Agnico Eagle may at any time have economic or business interests or goals that are, or become, inconsistent with the Company’s business interests or goals;

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that Agnico Eagle may not comply with the Canadian Malartic GP’s partnership agreement;

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the possibility that Agnico Eagle may become bankrupt;

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that Agnico Eagle may be in a position to take action contrary to the Company’s instructions, requests, policies, objectives or interests;

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possible litigation with Agnico Eagle about Canadian Malartic GP matters; and

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the possibility that the Company may not be able to sell its interest in the Canadian Malartic GP if the Company desires to exit the Canadian Malartic GP.

These risks could result in legal liability or affect the Company’s ability to develop or operate the Canadian Malartic GP’s projects, either of which could have a material adverse effect on the Company’s future growth, results of operations, cash flows and financial position.

Mining is dependent on adequate infrastructure.

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants that affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations, financial condition and results of operations.

We rely on a number of licenses, permits and approvals from various governmental authorities, any loss of which could have a material adverse effect on our business.

The Company’s operations are subject to receiving and maintaining permits from relevant governmental authorities. There is no assurance that delays will not occur in connection with obtaining all necessary renewals of permits for our existing operations, additional permits for any possible future changes to operations, or additional permits associated with new legislation. Prior to any development on any of its properties, the Company must receive permits from appropriate governmental authorities. There can be no assurance that

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the Company will continue to hold all permits necessary to develop or continue operating at any particular property. Any of these factors could have a material adverse effect on our results of operations and financial position.

Our insurance does not cover all potential losses, liabilities and damage related to our business and certain risks are uninsured or uninsurable.

Yamana’s business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, catastrophic equipment failures, fires or unavailability of materials and equipment, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the Company’s properties or the properties of others, delays in mining, monetary losses and possible legal liability.

Yamana’s insurance will not cover all the potential risks associated with the Company’s operations. Even if available, Yamana may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production (such as limited underground coverage) is not generally available to Yamana or to other companies in the mining industry on acceptable terms. Yamana might also become subject to liability for pollution or other hazards that may not be insured against or that Yamana may elect not to insure against because of premium costs or other reasons. Losses from these events could cause Yamana to incur significant costs that could have a material adverse effect upon its financial performance and results of operations. Should the Company be unable to fully fund the cost of remedying an environmental problem, the Company might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy, which may have a material adverse effect. We may suffer a material adverse effect on our business, results of operations, cash flows and financial position if we incur a material loss related to any significant event that is not covered, or adequately covered, by our insurance policies.

Our international operations are subject to political, economic, social and geographic risks of doing business in foreign countries.

The Company holds mining and exploration properties in Canada, Brazil, Chile and Argentina, exposing it to the socioeconomic conditions as well as the laws governing the mining industry in those countries. Inherent risks with conducting foreign operations include, but are not limited to: high rates of inflation; military repression; war or civil war; social and labor unrest; organized crime; hostage taking; terrorism; violent crime; extreme fluctuations in currency exchange rates; expropriation and nationalization; renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; changes in taxation policies including carbon taxes; restrictions on foreign exchange and repatriation; and changing political norms, currency controls and governmental regulations that favor or require the Company to award contracts in, employ citizens of, or purchase supplies from, a particular jurisdiction.

Changes, if any, in mining or investment policies or shifts in political attitude in any of the jurisdictions in which the Company operates may adversely affect the Company’s operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, importation of parts and supplies, income, carbon and other taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety.

Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure could result in substantial fines, loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests. In addition, changes in government laws and regulations, including taxation, royalties, the repatriation of profits, restrictions on production, export controls, changes in taxation policies, environmental and ecological compliance, decisions in legal processes, expropriation of property and shifts in the political stability of the country, could adversely affect the Company’s exploration, development and production initiatives in these countries.

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In 2016, the Municipality of Andalgala in the Province of Catamarca, Argentina, where the Agua Rica project is located, issued Ordinance No. 29/2016 which, among other things, purported to prohibit surface mining of metals within the territory of the Municipality. On July 22, 2020, the Solicitor General to the Supreme Court of the Province of Catamarca found that Ordinance No. 29/2016 is unconstitutional because, in her opinion, the Municipality of Andalgalá does not have jurisdiction to impose such a prohibition and that those powers are exclusive to the Province of Catamarca. In December 2020, the Supreme Court of the Province of Catamarca declared the Ordinance unconstitutional. The matter is still with the Supreme Court of the Province of Catamarca on an extraordinary appeal by the Municipality as they are required to file all appeals available.

On December 4, 2018, the Argentine government issued Law No. 27,467 establishing an export tax of 12% over all goods exported from Argentina, to December 31, 2020. The tax is capped at AR$4 per U.S. dollar for bullions and unrefined gold, and at AR$3 per U.S. dollar for unrefined silver and zinc, copper and precious metal ores and their concentrates. On December 14, 2019, the cap of AR$4 per U.S. dollar was removed for bullion and unrefined gold, making the export tax 12% for these metals. On December 23, 2019, the Argentine government issued Law No. 27,541, which established a maximum export tax of 8% on mining and extends the date to establish the new rate to December 31, 2021. On December 30, 2020, the Argentine government issued Decree 1060/2020 that establishes a 4.5% rate on silver and gold concentrate. The Cerro Moro mine in Argentina (“Cerro Moro”), owned by Estelar Resources Limited S.A. (“Estelar Resources”), our wholly-owned subsidiary, is entitled to tax stability pursuant to Argentina’s Mining Investments Law No. 24,196. Such tax stability entitles Estelar Resources to recover taxes in excess of their overall tax burden at the time of the filing of the feasibility study for Cerro Moro in 2012.

On December 29, 2017, the Argentine government enacted a tax reform package. The new law includes a reduction in the corporate tax rate from 35% to 30% for 2018 and 2019 and to 25% thereafter. To offset this reduction, a proposed new dividend withholding tax at a rate of 7% for 2018 and 2019 and a 13% rate going forward was introduced. The dividend withholding tax can be reduced under a bilateral treaty. In addition, the Argentine government implemented a new federal Mining Accord that establishes guidelines applicable to new mining projects in respect of taxation and royalties, and other areas of mining operations including environmental matters and mine closure plans. On June 16, 2021, the Argentine government enacted a law to increase the income tax rate on a sliding scale from 25% to 35% effective January 1, 2021.

On June 25, 2021, the Brazilian government introduced a bill to reform income taxes paid by individuals and legal entities. According to the proposed legislation, which passed the House of Representatives in early September and is still subject to review by the Brazilian Senate, the tax burden on legal entities may rise from 34% to approximately 37% due to the proposed taxation of profits and dividends, which are exempted from income tax as under the current legislation.

In Chile, on September 1, 2021, the Senate Mining Commission recommended to impose a new mining royalty of 1% to 3% of ad valorem value of all extracted minerals. This new royalty would be in addition to current taxes specific to mining activities, for which additional changes have been recommended. In addition, in July, 2021, Chile began drafting a new national constitution, which constitution may modify, among other things, the legal framework of mining rights and water rights. The constitutional convention has a nine-month deadline (which term may be extended by an additional three months in certain circumstances) to draft a new constitution, and thereafter has to be approved in a plebiscite).

The Company continues to monitor developments and policies in all the jurisdictions in which it operates and the potential impact such developments and policies may have on its operations; however they cannot be accurately predicted and could have an adverse effect on the Company’s operations or profitability.

The Company is subject to various regulatory risks, including anti-corruption and anti-bribery laws and regulations, that could materially and adversely affect its business, financial condition and results of operations.

Yamana is subject to various anti-corruption and anti-bribery laws and regulations including but not limited to the Canadian Corruption of Foreign Public Officials Act, the U.S. Foreign Corrupt Practices Act, the Extractive Sector Transparency Measure Act (“ESTMA”), as well as similar laws in the countries in which the Company conducts business. In general, these laws prohibit a company and its employees and intermediaries from bribing or making other prohibited payments to foreign officials or other persons to

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obtain or retain business or gain some other business advantage. ESTMA, which became effective June 1, 2015, requires public disclosure of payments to governments by mining and oil and gas companies engaged in the commercial development of oil, gas and minerals who are either publicly listed in Canada or with business or assets in Canada. Mandatory annual reporting is required for extractive companies with respect to payments made to foreign and domestic governments at all levels, including entities established by two or more governments.

In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such anti-corruption and anti-bribery laws, resulting in greater scrutiny and punishment of companies found in violation of such laws. Failure to comply with the applicable legislation and other similar foreign laws could expose the Company and its senior management to civil and/or criminal penalties, other sanctions and remedial measures, legal expenses and reputational damage, all of which could materially and adversely affect the Company’s business, financial condition and results of operations. The Company has instituted policies designed to facilitate compliance with such requirements that apply to all employees, consultants, contractors, suppliers and other agents, including a code of business conduct and ethics and a whistleblower policy, as anti-bribery and anti-corruption policy, as well as mandatory training. However, there can be no assurance or guarantee that such efforts have been and will be completely effective in ensuring Yamana’s compliance, and the compliance of its employees, consultants, contractors and other agents, with all applicable anti-corruption and anti-bribery laws.

Any changes or increases in the Company’s production costs may impact its profitability and could materially affect our results of operations, cash flows and financial position.

Changes in the Company’s production costs could have a major impact on its profitability. Its main production expenses are personnel and contractor costs, materials and energy. Changes in costs of the Company’s mining and processing operations could occur as a result of unforeseen events, including international and local economic and political events, a change in commodity prices, increased costs (including oil, steel and diesel) and scarcity of labor, and could result in changes in profitability or Mineral Reserve estimates. Many of these factors may be beyond the Company’s control.

The Company relies on third party suppliers for a number of raw materials. Any material increase in the cost of raw materials, or the inability by the Company to source third party suppliers for the supply of its raw materials, could have a material adverse effect on the Company’s results of operations or financial condition.

The Company prepares estimates of future cash costs and capital costs for its operations and projects. There is no assurance that actual costs will not exceed such estimates. Exceeding cost estimates could have an adverse impact on the Company’s future results of operations or financial condition.

The construction and start-up of new mines is subject to a numbers of factors and the Company may not be able to successfully complete new construction projects.

The success of construction projects and the start-up of new mines by the Company is subject to a number of factors including the availability and performance of engineering and construction contractors, mining contractors, suppliers and consultants, the receipt of required governmental approvals and permits in connection with the construction of mining facilities and the conduct of mining operations (including environmental permits), the successful completion and operation of ore passes, the adsorption/desorption/ recovery plants and conveyors to move ore, among other operational elements. Timelines to permit new mining operations continue to increase and permitting requirements are becoming more stringent. Any delay in the performance of any one or more of the contractors, suppliers, consultants or other persons on which the Company is dependent in connection with its construction activities, a delay in or failure to receive the required governmental approvals and permits in a timely manner or on reasonable terms, or a delay in or failure in connection with the completion and successful operation of the operational elements in connection with new mines could delay or prevent the construction and start-up of new mines as planned. There can be no assurance that current or future construction and start-up plans implemented by the Company will be successful, that the Company will be able to obtain sufficient funds to finance construction and start-up activities, that personnel and equipment will be available in a timely manner or on reasonable terms to successfully complete construction projects, that the Company will be able to obtain all necessary governmental approvals and permits or that the completion of the construction, the start-up costs and the ongoing operating costs

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associated with the development of new mines will not be significantly higher than anticipated by the Company. Any of the foregoing factors could adversely impact the operations and financial condition of the Company.

Some of the Company’s projects have no operating history upon which to base estimates of future cash flow. The capital expenditures and time required to develop new mines or other projects are considerable and changes in costs or construction schedules can affect project economics. Thus, it is possible that actual costs may change significantly and economic returns may differ materially from the Company’s estimates.

Commercial viability of a new mine or development project is predicated on many factors. Mineral Reserves and Mineral Resources projected by feasibility studies and technical assessments performed on the projects may not be realized, and the level of future metal prices needed to ensure commercial viability may not materialize. Consequently, there is a risk that start-up of new mine and development projects may be subject to write-down and/or closure as they may not be commercially viable.

Title, mineral rights or surface rights to our properties could be challenged, and, if successful, such challenges could have a material adverse effect on our production, results of operations, cash flows and financial position.

The acquisition and maintenance of title to mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral concessions may be disputed. Title insurance is generally not available for mineral properties and our ability to ensure that we have obtained secure mine tenure may be severely constrained. There is no guarantee that title to any of our properties will not be challenged or impaired. Third parties may have valid claims underlying portions of the Company’s interests, including prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects. If these challenges are successful, this could have an adverse effect on the development of our properties as well as our results of operations, cash flows and financial position. In addition, the Company may be unable to operate its properties as permitted or to enforce its rights with respect to its properties.

Our mining concession may be terminated in certain circumstances.

The Company’s mining concessions may be terminated in certain circumstances. Under the laws of the jurisdictions where the Company’s operations, development projects and prospects are located, mineral resources belong to the state and governmental concessions are required to explore for, and exploit, mineral reserves. The Company holds mining, exploration and other related concessions in each of the jurisdictions where it is operating and where it is carrying on development projects and prospects. The concessions held by the Company in respect of its operations, development projects and prospects may be terminated under certain circumstances, including where minimum production levels are not achieved by the Company (or a corresponding penalty is not paid), if certain fees are not paid or if environmental and safety standards are not met. Termination of any one or more of the Company’s mining, exploration or other concessions could have a material adverse effect on the Company’s financial condition or results of operations.

We may be unable to compete successfully with other mining companies.

The mining industry is intensely competitive in all of its phases and the Company competes with many companies possessing greater financial and technical resources than itself. Competition in the precious metals mining industry is primarily for: mineral rich properties that can be developed and produced economically; the technical expertise to find, develop, and operate such properties; the labor to operate the properties; and the capital for the purpose of funding such properties. Many competitors not only explore for and mine precious metals, but conduct refining and marketing operations on a global basis. Such competition may result in the Company being unable to acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund its operations and develop its properties. Existing or future competition in the mining industry could materially adversely affect the Company’s prospects for mineral exploration and success in the future.

Currency fluctuations may adversely affect the Company’s capital costs and operational costs.

Currency fluctuations may affect the Company’s capital costs and the costs that the Company incurs at its operations. The revenue generated from the sale of gold and silver from the Company’s operations is in

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U.S. dollars, but a portion of the Company’s operating and capital expenses are incurred in Brazilian reais, Argentine pesos, Chilean pesos, Canadian dollars and, to a lesser extent, the Euro. The appreciation of foreign currencies, particularly the Brazilian real, Chilean peso and Canadian dollar, against the U.S. dollar would increase the costs of gold production at such mining operations, which could materially and adversely affect the Company’s earnings and financial condition. The Company has hedged only a portion of its Brazilian real, Chilean peso and Canadian dollar risks, and none of the other currencies in which it functions, and is therefore exposed to currency fluctuation risks.

Additionally, certain exploration and assets, including the Monument Bay project and the Wasamac Project, are located in Canada and the costs associated with such assets are primarily denominated in Canadian dollars. Any appreciation of the Canadian dollar against the U.S. dollar could have a material adverse effect on the Company’s business, financial condition and results of operations.

Differences between management’s assumptions and market conditions, including write-downs and impairments, could have a material effect in the future on the Company’s financial position and results of operation.

Mineral interests are the most significant assets of the Company and represent capitalized expenditures related to the development and construction of mining properties and related property, plant and equipment and the value assigned to exploration potential on acquisition. The costs associated with mining properties are separately allocated to exploration potential, Mineral Reserves and Mineral Resources and include acquired interests in production, development and exploration-stage properties representing the fair value at the time they were acquired. The values of such mineral properties are primarily driven by the nature and amount of material interests believed to be contained or potentially contained in properties to which they relate.

The Company reviews and evaluates its mining interests and any associated or allocated goodwill for impairment at least annually or when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment is considered to exist if the recoverable value of the asset is less than the carrying amount of the asset. An impairment loss is measured and recorded to the net recoverable value of the asset. The recoverable value of the asset is the higher of: (i) value in use (being the net present value of total expected future cash flows); and (ii) fair value less costs to sell.

The Company also assesses at the end of each reporting period whether there is any indication that an impairment loss recognized in prior periods for an asset other than goodwill may no longer exist or may have decreased. If any such indication exists, the Company estimates the recoverable amount and considers the reversal of the impairment loss recognized in prior periods for all assets other than goodwill. An impairment loss recognized for goodwill is not reversed in a subsequent period.

Fair value is the value obtained from an active market or binding sale agreement. Where neither exists, fair value is based on the best information available to reflect the amount the Company could receive for the asset in an arm’s length transaction. This is often estimated using discounted cash flow techniques. For value in use, recent cost levels are considered, together with expected changes in costs that are compatible with the current condition of the business and which meet the requirements of International Accounting Standard 36 in a discounted cash flow model. Where a recoverable amount is assessed using discounted cash flow techniques, the resulting estimates are based on detailed mine and/or production plans. Assumptions underlying fair value estimates are subject to significant risks and uncertainties. Where third-party pricing services are used, the valuation techniques and assumptions used by the pricing services are reviewed by the Company to ensure compliance with the accounting policies and internal control over financial reporting of the Company. Future cash flows are estimated based on expected future production, commodity prices, operating costs and capital costs. There are numerous uncertainties inherent in estimating Mineral Reserves and Mineral Resources. Differences between management’s assumptions and market conditions could have a material effect in the future on the Company’s financial position and results of operation.

The assumptions used in the valuation of work-in process inventories by the Company may include estimates of metal contained in the ore stacked on leach pads, assumptions of the amount of metal stacked that is expected to be recovered from the leach pads, estimates of metal contained in ore stock piles, assumptions of the amount of metal that will be crushed for concentrate, estimates of metal-in-circuit, estimated costs of completion to final product to be incurred and an assumption of the gold, silver and copper price expected to be realized when the gold, silver and copper is recovered. The recoverable values of assets are

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highly dependent on several factors including metal prices and the prevailing cost environment, and the recoverable values of some properties are more sensitive to metal prices than others. If these estimates or assumptions prove to be inaccurate, the Company could be required to write-down the recorded value of its work-in-process inventories to net realizable value, which would reduce the Company’s earnings and working capital. Net realizable value is determined as the difference between costs to complete production into a saleable form and the estimated future precious metal prices based on prevailing and long-term metal prices. When the circumstances that previously caused inventories to be written down below cost no longer exist or when there is clear evidence of an increase in net realizable value because of changed economic circumstances, the amount of write-down is reversed up to the lower of the new net realizable value or the original cost.

Although management makes its best estimates, it is possible that material changes could occur which may adversely affect management’s estimate of the net cash flows expected to be generated from its properties. Any impairment estimates, which are based on applicable key assumptions and sensitivity analysis, are based on management’s best knowledge of the amounts, events or actions at such time, and the actual future outcomes may differ from any estimates that are provided by the Company. Any impairment charges on the Company’s mineral projects could adversely affect its results of operations.

Responding to and results of shareholder activism efforts could be costly and time consuming and could have an adverse effect on the Company’s reputation, business and results of operations.

In recent years, publicly-traded companies have been increasingly subject to demands from activist shareholders advocating for changes to corporate governance practices, such as executive compensation practices, social issues or for certain corporate actions or reorganizations. There can be no assurances that activist shareholders will not publicly advocate for the Company to make certain corporate governance changes or engage in certain corporate actions. Responding to challenges from activist shareholders, such as proxy contests, media campaigns or other activities, could be costly and time consuming and could have an adverse effect on the Company’s reputation and divert the attention and resources of the Company’s management and the Company’s board of directors, which could have an adverse effect on the Company’s business and results of operations. Even if the Company does undertake such corporate governance changes or corporate actions, activist shareholders may continue to promote or attempt to effect further changes, and may attempt to acquire control of the Company to implement such changes. If shareholder activists seeking to increase short-term shareholder value are elected to the Company’s board of directors, this could adversely effect the Company’s business and future operations. Additionally, shareholder activism could create uncertainty about the Company’s future strategic direction, resulting in loss of future business opportunities, which could adversely effect the Company’s business, future operations, profitability and ability to attract and retain qualified personnel.

We may be subject to litigation that could have an adverse effect on our business.

All industries, including the mining industry, are subject to legal claims, with and without merit. The Company is currently involved in litigation and may become involved in legal disputes in the future. Defense and settlement costs can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding may have a material adverse effect on the Company’s financial position or results of operations.

The Company may use certain derivative products, which could have an adverse effect on our results of operations, cash flows and financial position.

From time to time, the Company may use certain derivative products as hedging instruments and to manage the risks associated with changes in gold prices, silver prices, interest rates, foreign currency exchange rates and energy prices. The use of derivative instruments involves certain inherent risks including, among other things: (i) credit risk — the risk of default on amounts owing to the Company by the counterparties with which the Company has entered into transactions; (ii) market liquidity risk — risk that the Company has entered into a derivative position that cannot be closed out quickly, by either liquidating such derivative instrument or by establishing an offsetting position; and (iii) unrealized mark-to-market risk — the risk that, in respect of certain derivative products, an adverse change in market prices for commodities, currencies or interest rates will result in the Company incurring an unrealized mark-to-market loss in respect of such derivative products.

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We may be unsuccessful in integrating businesses and assets we acquire in the future.

From time to time, the Company examines opportunities to acquire additional mining assets and businesses. Any acquisition that the Company may choose to complete may be of a significant size, may change the scale of the Company’s business and operations, and may expose the Company to new geographic, political, operating, financial and geological risks. The Company’s success in its acquisition activities depends on its ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition, and integrate the acquired operations successfully with those of the Company. Any acquisitions would be accompanied by risks. For example, there may be a significant change in commodity prices after the Company has committed to complete the transaction and established the purchase price or exchange ratio; a material ore body may prove to be below expectations; the Company may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization; the integration of the acquired business or assets may disrupt the Company’s ongoing business and its relationships with employees, customers, suppliers and contractors; and the acquired business or assets may have unknown liabilities which may be significant. In the event that the Company chooses to raise debt capital to finance any such acquisition, the Company’s leverage will be increased. If the Company chooses to use equity as consideration for such acquisition, existing shareholders may experience dilution. Alternatively, the Company may choose to finance any such acquisition with its existing resources. There can be no assurance that the Company would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

Our operations may be adversely affected if we are unable to maintain positive community relations.

The Company’s relationships with host communities are critical to ensure the success of its existing operations and the construction and development of new operations. There is an increasing level of public concern relating to the perceived effects of mining activities on the environment and on host communities. The evolving expectations related to human rights, indigenous rights and environmental protection may result in opposition to the Company’s current and future operations or further development or new development of the Company’s projects and mines. Such opposition may be directed through legal or administrative proceedings or expressed in public opposition such as protests, roadblocks or other forms of expression against the Company’s activities, and may have a negative impact on the Company’s reputation and operations.

Opposition by any of the aforementioned groups to the Company’s operations may require modification of, or preclude the operation or development of, the Company’s projects and mines or may require the Company to enter into agreements with such groups or local governments with respect to the Company’s projects and mines, in some cases, causing increased cost and considerable delays to the advancement of the Company’s projects. Further, publicity adverse to the Company, its operations or extractive industries generally, could have an adverse effect on the Company and may impact relationships with the communities in which Yamana operates and other stakeholders. While the Company is committed to operating in a socially responsible manner, there can be no assurance that its efforts in this respect will mitigate this potential risk.

The Company’s projects, including exploration projects, may also be impacted by relations with various community stakeholders, and the Company’s ability to develop related mining assets may still be affected by unforeseen outcomes from such community relations.

Our business, financial condition and results of operations could be materially and adversely affected by the efforts of non-governmental organizations.

Certain non-governmental organizations (“NGOs”) that oppose globalization and resource development are vocal critics of the mining industry and its practices. Adverse publicity generated by such NGOs or other parties generally related to extractive industries or specifically to the Company’s operations, could have an adverse effect on the Company’s reputation, impact the Company’s relationship with the communities in which it operates and ultimately have a material adverse effect on the Company’s business, financial condition and results of operations.

NGOs may organize protests, install road blockades, apply for injunctions for work stoppage, file lawsuits for damages and intervene and participate in lawsuits seeking to cancel the Company’s rights, permits and

19

licences. NGOs may also lobby governments for changes to laws, regulations and policies pertaining to mining and relevant to the Company’s business activities, which, if made, could have a material adverse effect on the Company’s business, financial condition and results of operations.

Our operations would be adversely affected if we fail to maintain satisfactory labor relations.

Production at our mining operations is dependent upon the efforts of the Company’s employees and the Company’s operations would be adversely affected if it fails to maintain satisfactory labor relations. In addition, relations between the Company and its employees may be affected by changes in the scheme of labor relations that may be introduced by the relevant governmental authorities in whose jurisdictions the Company carries on business. For example, during the first quarter of 2017 there was a temporary suspension of operations associated with the strike of one of our unions, before collective bargaining negotiations were resumed and concluded. Changes in such legislation or in the relationship between the Company and its employees may have a material adverse effect on the Company’s business, results of operations and financial condition.

Limitations on the Company’s ability to transfer cash or assets between it and its subsidiaries, including foreign subsidiaries, would restrict the Company’s ability to fund its operations.

The Company is a holding company that conducts operations through subsidiaries, including foreign subsidiaries. Accordingly, any limitation on the transfer of cash or other assets between the parent corporation and such entities, or among such entities, could restrict the Company’s ability to fund its operations efficiently. Any such limitations, or the perception that such limitations may exist now or in the future, could have an adverse impact on the Company’s valuation and stock price.

We rely on our local counsel and advisors in foreign jurisdictions.

The Company holds mining and exploration properties in Brazil, Argentina and Chile, in addition to Canada. The legal and regulatory requirements in these countries with respect to conducting mineral exploration and mining activities, banking system and controls, as well as local business culture and practices are different from those in Canada and the United States. The officers and directors of the Company must rely, to a great extent, on the Company’s local legal counsel and local consultants retained by the Company in order to keep abreast of material legal, regulatory and governmental developments as they pertain to and affect the Company’s business operations, and to assist the Company with its governmental relations. The Company must rely, to some extent, on those members of management and the Company’s board of directors who have previous experience working and conducting business in these countries in order to enhance its understanding of and appreciation for the local business culture and practices. The Company also relies on the advice of local experts and professionals in connection with current and new regulations that develop in respect of banking, financing, labor, litigation and tax matters in these countries. Any developments or changes in such legal, regulatory or governmental requirements or in local business practices are beyond the control of the Company. The impact of any such changes may adversely affect the business of the Company.

The Company’s growth and profitability may be adversely affected by prevailing global financial conditions.

Global financial conditions continue to be characterized as volatile. In recent years, global markets have been adversely impacted by various credit crises and significant fluctuations in fuel and energy costs and metals prices. Many industries, including the mining industry, have been impacted by these market conditions. Global financial conditions remain subject to sudden and rapid destabilizations in response to future events, as government authorities may have limited resources to respond to future crises. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Company’s growth and profitability. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical instability, changes to energy prices or sovereign defaults. If increased levels of volatility continue or in the event of a rapid destabilization of global economic conditions, it may result in a material adverse effect on commodity prices, demand for metals, including gold, availability of credit, investor

20

confidence, and general financial market liquidity, all of which may adversely affect the Company’s business and the market price of the Company’s securities.

We depend on key management personnel and may not be able to attract and retain qualified personnel in the future.

The Company is dependent upon a number of key management personnel. The loss of the services of one or more of such key management personnel could have a material adverse effect on the Company. The Company’s ability to manage its operating, development, exploration and financing activities will depend in large part on the efforts of these individuals. The Company faces intense competition for qualified personnel, and there can be no assurance that the Company will be able to attract and retain such personnel. The loss of the services of one or more key employees or the failure to and attract and retain new personnel could have a material adverse effect on the Company’s ability to manage and expand the Company’s business. The Company has entered into employment agreements with certain of its key executives.

Our directors and officers may have interests that conflict with our interests.

Certain of the directors and officers of the Company also serve as directors and/or officers of other companies involved in natural resource exploration and development and, consequently, there exists the possibility for such directors and officers to be in a position of conflict. There can be no assurance that any decision made by any of such directors and officers involving the Company will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the Company and its shareholders. In the event that our directors and officers are subject to conflicts of interest, there may be a material adverse effect on our business.

We may fail to maintain the effectiveness of internal control over financial reporting.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Company in reports filed with securities regulatory agencies is recorded, processed, summarized and reported on a timely basis and is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding required decisions. The Company has invested resources to document and analyze its system of disclosure controls and its internal control over financial reporting. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation. Our failure to satisfy the requirements of applicable Canadian securities laws on an ongoing, timely basis could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of the New Notes. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations.

Any of these factors could have a material adverse effect on our results of operations, cash flows and financial position.

Failures of information systems and failure to protect against information security threats may have an adverse impact on the Company’s reputation and results of operations.

The Company has entered into agreements with third parties for hardware, software, telecommunications and other information technology (“IT”) services in connection with the Company’s operations. The Company’s operations depend, in part, on how well the Company and its suppliers protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, hacking, computer viruses, vandalism and theft. The Company’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenditures to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or

21

increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company’s reputation and results of operations.

Although to date the Company has not experienced any material losses relating to cyber attacks or other information security breaches, there can be no assurance that it will not incur such losses in the future. The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Any of these factors could have a material adverse effect on the Company’s results of operations, cash flows and financial position.

Risks Related to the New Notes and our Indebtedness

Higher levels of indebtedness and increased debt service obligations will effectively reduce the amount of funds available for other business purposes and may adversely affect us.

We have a significant amount of indebtedness. As of September 30, 2021, we had approximately $772.8 million of indebtedness outstanding. We may also incur additional long-term debt and working capital lines of credit to meet future financing needs, which would increase our total debt.

Interest costs related to the New Notes will be substantial and our increased level of indebtedness could reduce funds available for acquisitions, capital expenditures or other business purposes, impact our ratings, restrict our financial and operating flexibility or create competitive disadvantages compared to other companies with lower debt levels.

Our ability to make payments of principal and interest on our indebtedness, including the New Notes, depends upon our future performance, which will be subject to general economic conditions and financial, business and other factors affecting our consolidated operations, many of which are beyond our control. If we are unable to generate sufficient cash flow from operations in the future to service our debt and meet our other cash requirements, we may be required, among other things:

•

to seek additional financing in the debt or equity markets;

•

to refinance or restructure all or a portion of our indebtedness, including the New Notes;

•

to sell selected assets or businesses; or

•

to reduce or delay planned capital or operating expenditures.

Such measures might not be sufficient to enable us to service our debt, including the New Notes, and meet our other cash requirements. In addition, any such financing, refinancing or sale of assets might not be available at all or on economically favorable terms.

Enforcing your rights as a holder of the New Notes or under the guarantees across multiple jurisdictions may be difficult.

The New Notes will be issued by Yamana, which is incorporated under the federal laws of Canada, and guaranteed by the guarantors, which are incorporated in various jurisdictions, including Chile, Brazil and the Netherlands. In the event of bankruptcy, insolvency or a similar event, proceedings could be initiated in any of these jurisdictions and in the jurisdiction of organization of a future guarantor of the New Notes. Your rights under the New Notes and the guarantors’ guarantees will thus be subject to the laws of several jurisdictions, and you may not be able to effectively enforce your rights in multiple bankruptcy, insolvency and other similar proceedings. Moreover, such multi-jurisdictional proceedings are typically complex and costly for creditors and often result in substantial uncertainty and delay in the enforcement of creditors’ rights. In addition, the bankruptcy, insolvency, administrative and other laws of the respective guarantors’ jurisdictions of incorporation may be materially different or in conflict. Courts of certain jurisdictions outside of the United

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States, including the jurisdictions in which the guarantors are incorporated, may also not enforce the guarantees until the guarantees are registered in such jurisdictions or other formalities are completed, which registrations and/or other formalities may not be completed upon closing of the exchange offer.

The New Notes will be structurally subordinated to the liabilities of non-guarantor subsidiaries and joint ventures.

Some, but not all, of our subsidiaries will guarantee the New Notes. Our joint ventures will not guarantee the New Notes. Generally, holders of indebtedness of, and trade creditors of, non-guarantor subsidiaries and joint ventures, including lenders under bank financing agreements, are entitled to payments of their claims from the assets of such subsidiaries and joint ventures before these assets are made available for distribution to Yamana or any guarantor, as direct or indirect shareholder.

Accordingly, in the event that any of the non-guarantor subsidiaries or joint venture entities becomes insolvent, liquidates or otherwise reorganizes:

•

the creditors of Yamana or the guarantors (including the holders of the New Notes) will have no right to proceed against such subsidiary’s or joint venture entities’ assets; and

•

creditors of such non-guarantor subsidiary or joint venture, including trade creditors, will generally be entitled to payment in full from the sale or other disposal of the assets of such subsidiary or joint venture before Yamana or any guarantor, as a direct or indirect shareholder, will be entitled to receive any distributions from such subsidiary or joint venture.

Our subsidiaries that are not guarantors of the New Notes generated approximately $726.1 million of revenue for the year ended December 31, 2020 and $677.6 million of revenue for the nine months ended September 30, 2021. As of September 30, 2021, our non-guarantor subsidiaries had approximately $506.9 million of indebtedness and other liabilities, all of which would have been structurally senior to the New Notes and the guarantees. As described in “Supplemental Obligor Group Information,” certain production from non-guarantors is subsequently sold to the issuer, who in turn sells it to ultimate customers.

Changes in interest rates may cause the value of the New Notes to decline.

Prevailing interest rates will affect the market price or value of the New Notes. The market price or value of the New Notes may decline as prevailing interest rates for comparable debt instruments rise, and increase as prevailing interest rates for comparable debt instruments decline.

Credit ratings may change, adversely affecting the market value of the New Notes and our cost of capital.

There is no assurance that the credit ratings assigned to the New Notes or Yamana will remain in effect for any given period of time or that any such rating will not be revised or withdrawn entirely by a rating agency. Real or anticipated changes in credit ratings assigned to the New Notes will generally affect the market price of the New Notes. In addition, real or anticipated changes in our credit ratings may also affect the cost at which we can access the capital markets.

Upon a change of control triggering event, we may not be able to repurchase all of the New Notes, which would result in a default under the indenture in respect of the New Notes.

Upon the occurrence of a change of control triggering event, we will be required to offer to repurchase the New Notes at a price of 101% of the aggregate principal amount of the New Notes repurchased plus accrued and unpaid interest. For more information, see “Description of the Notes and Guarantees — Change of Control Repurchase Event.” However, we may not have sufficient funds to repurchase the New Notes. In addition, our ability to repurchase New Notes may be limited by law or the terms of other agreements relating to our indebtedness. The failure to make such repurchase would result in a default under the indenture governing the New Notes. A change of control may also require us to make an offer to repurchase certain of our other indebtedness and may give rise to a default under our Credit Agreement and our existing notes. We may not have sufficient funds to repurchase all of the affected indebtedness and repay the amounts owing under our Credit Agreement and our existing notes.

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The limited covenants in the indenture governing the New Notes do not and the terms of the New Notes will not provide protection against significant events that could adversely impact your investment in the New Notes.

The indenture governing the New Notes does not:

•

require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly, does not protect holders of the New Notes in the event that we experience significant adverse changes in our financial condition or results of operations;

•

restrict our subsidiaries’ ability to issue securities or otherwise incur indebtedness that would be senior to our equity interests in our subsidiaries;

•

restrict our ability to repurchase or prepay our securities; or

•

restrict our or our subsidiaries’ ability to make investments or to pay dividends or make other payments in respect of our common shares or other securities ranking junior to the New Notes.

Furthermore, the definition of “Change of Control Repurchase Event” in the indenture governing the New Notes contains only limited protections. We and our subsidiaries could engage in many types of transactions, such as certain acquisitions, refinancings or recapitalizations, that could substantially affect our capital structure and the value of the New Notes. The indenture also permits us and our subsidiaries to incur additional indebtedness, including secured indebtedness, that could effectively rank senior to the New Notes, and to engage in sale-leaseback arrangements, subject to certain limits.

As a result of the foregoing, when evaluating the terms of the New Notes, you should be aware that the terms of the indenture do not and the New Notes will not restrict our ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances and events that could have an adverse impact on your investment in the New Notes.

The New Notes are unsecured.

The New Notes are unsecured. While the indenture governing the New Notes does contain some restrictions on our ability to incur secured indebtedness, the amount of secured indebtedness that we can incur could be substantial. Holders of any secured indebtedness will have claims that are prior to your claims as holders of the New Notes, to the extent of the value of the assets securing such indebtedness, in the event of any bankruptcy, liquidation or similar proceeding involving us.

Fraudulent transfer laws may permit a court to void the guarantees, and, if that occurs, you may not receive any payments on the New Notes in respect of such guarantees.

Certain Canadian, U.S. federal and state, Dutch, Chilean and Brazilian fraudulent transfer and conveyance statutes may apply to the issuance of the New Notes and the incurrence of the guarantees of the New Notes.

Under Canadian federal bankruptcy laws and comparable provisions of provincial fraudulent conveyance and preferential legislation, payment of money or transfers of property made to a creditor or third party can be attacked as a fraudulent conveyance or preference in circumstances where the party making the payment was insolvent or on the verge of insolvency at the time it entered into the guarantee or entered into the guarantee with the intent to hinder, delay or defraud its creditors. Accordingly, any payment made by such an insolvent guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor or a fund for the benefit of the creditors of the guarantor in the event that it is determined to be a fraudulent conveyance or preference. If a court voided a guarantee of the New Notes by one or more of our subsidiaries, or held it unenforceable for any reason, holders of the New Notes would cease to have a claim against such subsidiary based upon its guarantee of the New Notes.

Under U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the guarantees could be voided as a fraudulent transfer or conveyance if (1) any of the guarantors, as applicable, issued the New Notes or incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (2) any of the guarantors, as applicable, received less than

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reasonably equivalent value or fair consideration in return for either issuing the New Notes or incurring the guarantees and, in the case of (2) only, one of the following is also true at the time thereof:

•

any of the guarantors were insolvent or rendered insolvent by reason of the issuance of the New Notes or the incurrence of the guarantees;

•

the incurrence of the guarantees left any of the guarantors with an unreasonably small amount of capital to carry on our business;

•

any of the guarantors intended to, or believed that such guarantor would, incur debts beyond such guarantor’s ability to pay as they matured; or

•

any of the guarantors was a defendant in an action for money damages, or had a judgment for money damages docketed against such guarantor if, in either case, after final judgment, the judgment is unsatisfied.

As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is secured or satisfied. A court would likely find that a subsidiary guarantor did not receive reasonably equivalent value or fair consideration for its guarantee to the extent the guarantor did not obtain a reasonably equivalent benefit directly or indirectly from the issuance of the New Notes.

If a court were to find that the incurrence of a guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under such guarantee or further subordinate such guarantee to our or the applicable guarantors’ presently existing and future indebtedness, or require the holders of the New Notes to repay any amounts received with respect to any such guarantee. If it is found that a fraudulent transfer or conveyance has occurred, you may not receive any repayment in respect of the applicable guarantee. Further, if the guarantees are voided, it could result in an event of default with respect to our and our subsidiaries’ other debt and that could result in acceleration of such debt.

We cannot be certain of the standards that a court would use to determine whether or not the guarantors were solvent at the relevant time or, regardless of the standard that a court uses, that the incurrence of the guarantees would not be further subordinated to any of our guarantors’ other debt. Generally, however, an entity would be considered insolvent if, at the time it incurred indebtedness:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they become due.

Although each guarantee will contain a provision that the obligations of the applicable guarantor under its note guarantee will be limited so as not to constitute a fraudulent conveyance or fraudulent transfer under applicable law, this provision may not be effective to protect the guarantee from being voided under fraudulent transfer law. As a court of equity, the bankruptcy court may subordinate the claims in respect of the New Notes to other claims against us under the principle of equitable subordination if the court determines that (1) the holder of New Notes engaged in some type of inequitable conduct, (2) the inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holders of New Notes and (3) equitable subordination is not inconsistent with the provisions of the bankruptcy code.

Under the Dutch law doctrine of actio pauliana or creditors’ prejudice, the granting of a guarantee can be nullified upon the initiative of any creditor outside bankruptcy or the receiver in a bankruptcy if (i) the entity granting the guarantee had no obligation to do so (onverplichte rechtshandeling) and (ii) such entity and the other party or parties knew or should have known that the granting of the guarantee would adversely affect the recourse possibilities of present and future creditors and (iii) the granting of the guarantee was effectively prejudicial to the recourse possibilities of certain or all of the creditors. If the guarantee is entered into for no consideration (om niet) or for only a nominal consideration being payable by one of the parties thereto, only the knowledge of the debtor, or in case of bankruptcy the bankrupt entity, needs to be proven. If any of such

25

party’s prejudiced creditors invokes the actio pauliana within one year of the date of the guarantee act being granted, Dutch law provides for a rebuttable presumption of knowledge of creditor’s prejudice that applies in a number of situations. Furthermore, in case of a bankruptcy of the Company, the bankruptcy receiver may challenge the granting of the guarantee even if it was done on the basis of a prior existing legal obligation to do so (verplichte rechtshandeling), if (i) the guarantee was granted at a time that the beneficiary of such legal act knew that a request for bankruptcy had been filed, or (ii) if such guarantee was granted as a result of deliberation between the parties with a view to give preference to the beneficiary of such guarantee over the debtor’s other creditors. Consequently, the validity of any guarantees granted by the guarantor may be challenged and it is possible that such challenge would be successful.

Under Chilean Reorganization and Liquidation Law (Law 20,720) there are fraudulent conveyance rules or “clawback actions” ​(“acciones revocatorias”) that can be exercised to obtain the annulment of acts or contracts (e.g., a guarantee) executed or performed by the debtor within two years preceding the commencement of reorganization or liquidation procedures, provided the following conditions are demonstrated in court: (i) knowledge by the contracting party of the poor state of the debtor’s business; and (ii) that the act or contract causes a damage or alters the equal position the creditors should have in the process. Under the law, it shall be understood that the act or contract causes damage when their terms differ from the prices and conditions that normally prevail in the market for similar transactions at the time of the relevant act or contract. Likewise, the creditor, the liquidator and/or the overseer (“veedor”) must file a clawback action with respect to, among others, the following acts executed or contracts entered into by the debtor in the year preceding commencement reorganization and liquidation procedures: (i) any anticipated payment (in any form); (ii) any payment of overdue debt that is not settled in the way provided for by contract to which the parties are subject. If entered into with a related party to the debtor, the aforementioned term shall be of two years. The debtor or the third party contractor will be required to demonstrate that the relevant act or contract did not cause damage to the mass of creditors.

Under Brazilian law, a fraudulent conveyance consists of a transfer of assets made with the actual intent to hinder, delay or defraud any creditor, so as to avoid satisfying a specific liability. In general, a fraudulent conveyance may occur (i) in the context of a legal transaction, which is deemed as a civil fraud (fraude contra credores), or (ii) in the context of a judicial proceeding intending to enforce the payment of debt, which is deemed as a procedural fraud (fraude à execução). In order to be considered a fraudulent conveyance, it has to be determined that (i) the debtor was insolvent or rendered insolvent by reason of the transfer, and (ii) the transfer had the purpose of hindering, delaying and defrauding a creditor. Fraudulent conveyances would be void and cannot be enforced against third parties. In addition, while Brazilian law does not prohibit the granting of guarantees, the guarantee may be unenforceable under Brazilian law in the event that the guarantor were to become subject to bankruptcy. If the guarantee was granted during the period to be determined by the bankruptcy court on a case-by-case basis (often this is set at two years prior to the declaration of bankruptcy), it may be deemed to have been fraudulent and declared void.

There is currently no established trading market for the New Notes. We cannot assure you that an active trading market for the New Notes will develop.

The New Notes are a new issue of securities with no established trading market. We currently do not intend to apply to list the New Notes on any securities exchange or to seek their admission to trading on any automated quotation system. We cannot assure you as to the liquidity of the trading market for the New Notes or that an active public market for the New Notes will develop. If an active public trading market for the New Notes does not develop, the market price and liquidity of the New Notes will be adversely affected. See “Plan of Distribution.”

Risks Related to the Exchange Offer

If you fail to exchange your Initial Notes, they will continue to be subject to transfer restrictions and may become less liquid.

Initial Notes that you do not tender or we do not accept will, following the exchange offer, continue to be subject to transfer restrictions, and you may not offer or sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities law. We will issue New Notes in exchange for the Initial Notes pursuant to the exchange offer only following the satisfaction of the procedures

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and conditions set forth in “Exchange Offer — Terms of the Exchange Offer — Conditions” and “Exchange Offer — Terms of the Exchange Offer — Procedures for Tendering.” These procedures and conditions include timely receipt by the exchange agent of such Initial Notes (or a confirmation of book-entry transfer) and of a properly completed and duly executed letter of transmittal (or an agent’s message from DTCC (as defined herein)).

Because we anticipate that most holders of Initial Notes will elect to exchange their Initial Notes, we expect that the liquidity of the market for any Initial Notes remaining after the completion of the exchange offer will be substantially limited. Any Initial Notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the Initial Notes outstanding. Following the exchange offer, if you do not tender your Initial Notes you generally will not have any further registration rights, and your Initial Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Initial Notes could be adversely affected.

Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the New Notes.

Based on interpretations of the staff of the Commission contained in Exxon Capital Holdings Corp., Commission no-action letter (April 13, 1988), Morgan Stanley & Co. Inc., Commission no-action letter (June 5, 1991) and Shearman & Sterling, Commission no-action letter (July 2, 1993), we believe that you may offer for resale, resell or otherwise transfer the New Notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under “Plan of Distribution,” you will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer your New Notes. In these cases, if you transfer any New Note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your New Notes under the Securities Act, you may incur liability under the Securities Act. We do not and will not assume, or indemnify you against, this liability.

SUPPLEMENTAL OBLIGOR GROUP INFORMATION

The following summarized financial information has been prepared in accordance with Rules 3-10 and 13-01 of Regulation S-X. Certain of the Company’s subsidiaries, Jacobina Mineração e Comércio Ltda., Minera Meridian Limitada, Minera Florida Limitada and Yamana Santa Cruz Holdings B.V. (the “Guarantor Subsidiaries” and, together with Yamana Gold Inc., the “Obligor Group”), have fully and unconditionally guaranteed, on a joint and several basis, the obligations under (a) the Credit Facility (as defined herein) and (b) the 2017 Notes (as defined herein) and the Initial Notes, both issued by the Company on a senior unsecured basis. The guarantee of any Guarantor Subsidiary will be terminated if the Guarantor Subsidiary is no longer a guarantor or otherwise an obligor under the Credit Facility. Refer to Note 14 in the Company’s Condensed Consolidated Interim Financial Statements as at and for the three and nine months ended September 30, 2021 for further information.

The following presents the summarized financial information on a combined basis for the Obligor Group. Transactions between entities in the Obligor Group have been eliminated. Information for the non-Guarantor Subsidiaries has been excluded from the combined summarized financial information of the Obligor Group, except as noted below, and therefore amounts provided do not represent the Company’s total consolidated amounts.

Condensed Combined Statement of Operations
Yamana Gold Inc. (as Parent and Issuer) and Guarantor Subsidiaries

(Unaudited – in USD millions)	Nine months ended September 30, 2021			Year ended December 31, 2020
Revenue(i)	​	$	1,291.1	​	$	1,539.1
Mine operating earnings	​	$	286.5	​	$	371.9
Earnings before taxes(ii)	​	$	171.8	​	$	195.2
Net earnings(ii)	​	$	130.5	​	$	99.6
Net earnings attributable to Yamana equity holders(ii)	​	$	130.5	​	$	99.6

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(i)

The Obligor Group acquired and subsequently sold precious metals produced by non-Guarantor Subsidiaries in the amount of $634.0 million and $690.3 million for the nine months ended September 30, 2021 and year ended December 31, 2020, respectively.

(ii)

Includes intercompany expense from non-Guarantor Subsidiaries of $45.0 million and $4.7 million for the nine months ended September 30, 2021 and year ended December 31, 2020, respectively.

Condensed Combined Balance Sheets
Yamana Gold Inc. (as Parent and Issuer) and Guarantor Subsidiaries

As at, (Unaudited – in USD millions)	September 30, 2021			December 31, 2020
Current assets(i)	​	$	535.0	​	$	686.9
Non-current assets(i)	​	$	2,031.1	​	$	2,003.3
Current liabilities(i)	​	$	536.4	​	$	409.9
Non-current liabilities(i)	​	$	2,821.5	​	$	3,433.8

(i)

Includes amounts due from and due to non-Guarantor Subsidiaries. For each of the balances as at September 30, 2021 and December 31, 2020, respective amounts included are as follows; current assets of $178.2 million and $149.3 million, non-current assets of $613.4 million and $595.6 million, current liabilities of $308.3 million and $138.6 million, non-current liabilities of $1,743.2 million and $2,158.2 million.

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EXCHANGE OFFER

Terms of the Exchange Offer

General

In connection with the issuance of the Initial Notes, we entered into a registration rights agreement, dated as of August 6, 2021, with the initial purchasers of the Initial Notes, providing for the issuance of New Notes in exchange for a like aggregate principal amount of Initial Notes. The terms of the New Notes are substantially identical to the terms of the Initial Notes except that the New Notes will be registered under the Securities Act, and therefore will not contain restrictions on transfer, will not contain certain provisions relating to additional interest, will bear a different CUSIP number from the Initial Notes and will not entitle their holders to registration rights. You should read the description of the New Notes in the section in this prospectus entitled “Description of the Notes and Guarantees.” We also refer you to the registration rights agreement, which has been filed as an exhibit to the registration statement of which this prospectus forms a part.

Under the registration rights agreement, we agreed to use our commercially reasonable efforts to cause to become effective under the Securities Act, on or prior to 420 days after the closing of the offering of the Initial Notes, the registration statement of which this prospectus is a part with respect to a registered offer to exchange the Initial Notes for New Notes. We will keep the exchange offer open for at least 20 business days (or longer if required by law) after the date notice of the exchange offer is sent to holders of the Initial Notes.

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, all Initial Notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date will be accepted for exchange. New Notes will be issued in exchange for a like aggregate principal amount of outstanding Initial Notes accepted in the exchange offer. This prospectus, together with the letter of transmittal, is being sent to all holders as of the date of this prospectus. The exchange offer is not conditioned upon any minimum principal amount of Initial Notes being tendered for exchange. However, the obligation to accept Initial Notes for exchange pursuant to the exchange offer is subject to certain customary conditions as set forth herein under “— Conditions.”

Initial Notes shall be deemed to have been accepted as validly tendered when, as and if we have given oral (promptly confirmed in writing) or written notice thereof to Citibank, N.A., the exchange agent. The exchange agent will act as agent for the tendering holders of Initial Notes for the purposes of receiving the New Notes and delivering New Notes to such holders.

Based on interpretations by the staff of the Commission as set forth in no-action letters issued to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-III Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993)), we believe that the New Notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by any holder thereof (other than any such holder that is a broker-dealer or an “affiliate” of Yamana or any guarantor within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

•

such New Notes are acquired in the ordinary course of business;

•

at the time of the commencement of the exchange offer such holder has no arrangement or understanding with any person to participate in a distribution of such New Notes; and such holder is not engaged in, and does not intend to engage in, a distribution of such New Notes.

We have not sought, and do not intend to seek, a no-action letter from the Commission with respect to the effects of the exchange offer, and we cannot assure you that the staff would make a similar determination with respect to the New Notes as it has in such no-action letters.

By tendering Initial Notes in exchange for New Notes and executing the letter of transmittal, each holder will represent to us that:

•

any New Notes to be received by it will be acquired in the ordinary course of business;

29

•

it has no arrangements or understandings with any person to participate in the distribution of the Initial Notes or New Notes within the meaning of the Securities Act; and

•

it is not an “affiliate,” as defined in Rule 405 under the Securities Act, of either Yamana or any guarantor.

If such holder is a broker-dealer, it will also be required to represent that the Initial Notes were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of New Notes. See “Plan of Distribution.” Each holder, whether or not it is a broker-dealer, shall also represent that it is not acting on behalf of any person that could not truthfully make any of the foregoing representations contained in this paragraph. If a holder of Initial Notes is unable to make the foregoing representations, such holder may not rely on the applicable interpretations of the staff of the Commission and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction unless such sale is made pursuant to an exemption from such requirements.

Each broker-dealer that receives New Notes for its own account in exchange for Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act and that it has not entered into any arrangement or understanding with us or an affiliate of ours to distribute the New Notes in connection with any resale of such New Notes. See “Plan of Distribution.”

Upon consummation of the exchange offer, any Initial Notes not tendered will remain outstanding and continue to accrue interest but, subject to certain limited exceptions, holders of Initial Notes who do not exchange their Initial Notes for New Notes in the exchange offer will no longer be entitled to registration rights or certain payments of additional interest. In addition, such holders will not be able to offer or sell their Initial Notes, unless such Initial Notes are subsequently registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Subject to limited exceptions, we will have no obligation to effect a subsequent registration of the Initial Notes.

Expiration Date; Extensions; Amendments; Termination

The expiration date shall be           , 2021 unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date to which the exchange offer is extended. The expiration date of this exchange offer will be at least 20 business days after the commencement of the exchange offer in accordance with Rule 14e-1(a) under the Exchange Act.

To extend the expiration date, we will notify the exchange agent of any extension by oral (promptly confirmed in writing) or written notice and will notify the holders of Initial Notes by means of a press release or other public announcement prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Such announcement will state that we are extending the exchange offer for a specified period of time.

We expressly reserve the right:

•

to delay acceptance of any Initial Notes, to extend the exchange offer or to terminate the exchange offer and not permit acceptance of Initial Notes not previously accepted if any of the conditions set forth under “— Conditions” shall have occurred and shall not have been waived prior to the expiration date, by giving oral (promptly confirmed in writing) or written notice of such delay, extension or termination to the exchange agent; or

•

to amend the terms of the exchange offer in any manner deemed by us to be advantageous to the holders of the Initial Notes.

Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral (promptly confirmed in writing) or written notice to the exchange agent. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of the Initial Notes of such amendment

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and we will extend the exchange offer for a period of five to ten business days. Without limiting the manner in which we may choose to make public the announcement of any delay, extension, amendment or termination of the exchange offer, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency.

Interest on the New Notes

The New Notes will accrue interest at the rate of 2.630% per annum. The New Notes will accrue interest from and including the last interest payment date on which interest was paid on the Initial Notes surrendered in exchange therefor; provided that if Initial Notes are surrendered for exchange on or after a record date for an interest payment date that will occur on or after the date of such exchange and as to which interest will be paid, interest on the New Notes received in exchange therefor will accrue from the date of such interest payment. Interest on the New Notes is payable on February 15 and August 15, beginning on February 15, 2022. No additional interest will be paid on Initial Notes tendered and accepted for exchange.

Absence of Dissenter’s Rights of Appraisal

Holders of the Initial Notes do not have any dissenter’s rights of appraisal in connection with the exchange offer.

Procedures for Tendering

To tender you Initial Notes in this exchange offer, you must use one of the three alternative procedures described below:

(1)

Regular delivery procedure: Complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal. Have the signatures on the letter of transmittal guaranteed if required by the letter of transmittal. Mail or otherwise deliver the letter of transmittal or the facsimile together with the certificates representing the Initial Notes being tendered and any other required documents to the exchange agent on or before 5:00 p.m., New York City time, on the expiration date.

(2)

Book-entry delivery procedure: Send a timely confirmation of a book-entry transfer of your Initial Notes, if this procedure is available, into the exchange agent’s account at The Depository Trust Company in accordance with the procedures for book-entry transfer described under “— Book-Entry Transfer” below, on or before 5:00 p.m., New York City time, on the expiration date.

(3)

Guaranteed delivery procedure: If time will not permit you to complete your tender by using the procedures described in (1) or (2) above before the expiration date and this procedure is available, comply with the guaranteed delivery procedures described under “— Guaranteed Delivery Procedures” below.

The method of delivery of Initial Notes, letter of transmittal and all other required documents is at the election and risk of the holders. If such delivery is by mail, it is recommended that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. No Initial Notes, letters of transmittal or other required documents should be sent to us. Delivery of all Initial Notes, if applicable, letters of transmittal and other documents must be made to the exchange agent at its address set forth in the letter of transmittal. Holders may also request their respective brokers, dealers, commercial banks, trust companies or nominees to effect such tender for such holders.

The tender by a holder of Initial Notes will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth herein and in the applicable letter of transmittal. Any beneficial owner whose Initial Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on its behalf.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by any member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States

31

or an “eligible guarantor” institution within the meaning of Rule 17Ad-15 under the Exchange Act or an eligible institution unless the Initial Notes tendered pursuant thereto are tendered (1) by a registered holder of Initial

Notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal or (2) for the account of an eligible institution.

If a letter of transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with such letter of transmittal.

All questions as to the validity, form, eligibility, time of receipt and withdrawal of the tendered Initial Notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all Initial Notes not properly tendered or any Initial Notes which, if accepted, would, in the opinion of counsel for us, be unlawful. We also reserve the absolute right to waive any irregularities or conditions of tender as to particular Initial Notes. We will not waive any condition of the exchange offer with respect to an individual holder unless we waive that condition for all holders. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Initial Notes must be cured within such time as we shall determine. Neither we, the exchange agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Initial Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Initial Notes will not be deemed to have been made until such irregularities have been cured or waived. Any Initial Note received by the exchange agent that is not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost to such holder by the exchange agent, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

In addition, we reserve the right, in our sole discretion, subject to the provisions of the indenture pursuant to which the Initial Notes were issued:

•

to purchase or make offers for any Initial Notes that remain outstanding subsequent to the expiration date or, as described under “— Conditions,” to terminate the exchange offer,

•

to redeem Initial Notes as a whole, or in part, at any time and from time to time, as described under “Description of the Notes and Guarantees — Optional Redemption,” and

•

to the extent permitted under applicable law, to purchase Initial Notes in the open market, in privately negotiated transactions or otherwise.

The terms of any such purchases or offers could differ from the terms of the exchange offer.

Each broker-dealer that receives New Notes for its own account in exchange for Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act and that it has not entered into any arrangement or understanding with us, or an affiliate of ours, to distribute the New Notes in connection with any resale of such New Notes. See “Plan of Distribution.”

Acceptance of Initial Notes for Exchange; Delivery of New Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, all Initial Notes properly tendered will be accepted promptly after the expiration date and the New Notes will be issued promptly after acceptance of the Initial Notes. See “— Conditions.” For purposes of the exchange offer, Initial Notes shall be deemed to have been accepted as validly tendered for exchange when, as and if we have given oral (promptly confirmed in writing) or written notice thereof to the exchange agent.

For each Initial Note accepted for exchange, the holder of such Initial Note will receive a New Note having a principal amount equal to that of the surrendered Initial Note.

32

In all cases, issuance of New Notes for Initial Notes that are accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of:

•

a timely book-entry confirmation of such Initial Notes into the exchange agent’s account at the applicable book-entry transfer facility,

•

a properly completed and duly executed letter of transmittal, and all other required documents.

If any tendered Initial Notes are not accepted for any reason described in the terms and conditions of the exchange offer, such unaccepted or such non-exchanged Initial Notes will be returned promptly without expense to the tendering holder thereof (if in certificated form), or credited to an account maintained with such book-entry transfer facility after the expiration or termination of the exchange offer.

Book-Entry Transfer

The exchange agent has established an account with respect to the Initial Notes at the book-entry transfer facility for purposes of the exchange offer. Any financial institution that is a participant in the book-entry transfer facility’s systems may make book-entry delivery of Initial Notes by causing the book-entry transfer facility to transfer such Initial Notes into the exchange agent’s account at the book-entry transfer facility in accordance with such book-entry transfer facility’s procedures for transfer. However, although delivery of Initial Notes may be effected through book-entry transfer at the book-entry transfer facility, the letter of transmittal or facsimile thereof with any required signature guarantees and any other required documents must, in any case, be transmitted to and received by the exchange agent at the address set forth in the letter of transmittal on or prior to the expiration date or the guaranteed delivery procedures described below must be complied with.

Exchanging Book-Entry Notes

The exchange agent and the book-entry transfer facility have confirmed that any financial institution that is a participant in the book-entry transfer facility may utilize the book-entry transfer facility’s Automated Tender Offer Program (“ATOP”) procedures to tender Initial Notes.

Any participant in the book-entry transfer facility may make book-entry delivery of Initial Notes by causing the book-entry transfer facility to transfer such Initial Notes into the exchange agent’s account in accordance with the book-entry transfer facility’s ATOP procedures for transfer. However, the exchange for the Initial Notes so tendered will only be made after a book-entry confirmation of the book-entry transfer of Initial Notes into the exchange agent’s account and timely receipt by the exchange agent of an agent’s message and any other documents required by the letter of transmittal. The term “agent’s message” means a message, transmitted by the book-entry transfer facility and received by the exchange agent and forming part of a book-entry confirmation, which states that the book-entry transfer facility has received an express acknowledgment from a participant tendering Initial Notes that are the subject of such book-entry confirmation, that such participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce such agreement against such participant.

Guaranteed Delivery Procedures

If the procedures for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

•

the tender is made through an eligible institution;

•

prior to the expiration date, the exchange agent receives by facsimile transmission, mail or hand delivery from such eligible institution a properly completed and duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, which:

(1)

sets forth the name and address of the holder of Initial Notes and identifies the Initial Notes tendered, including the principal amount of such Initial Notes;

(2)

states that the tender is being made thereby; and

33

(3)

guarantees that within two New York Stock Exchange (“NYSE”), trading days after the date of execution of the notice of guaranteed delivery, or a book-entry confirmation, as the case may be, and any other documents required by the letter transmittal will be deposited by the eligible institution with the exchange agent; and

•

a book-entry confirmation and all other documents required by the letter of transmittal are received by the exchange agent within two NYSE trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal of Tenders

Tenders of Initial Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date at the address set forth in the letter of transmittal. Any such notice of withdrawal must:

•

specify the name of the person having tendered the Initial Notes to be withdrawn;

•

identify the Initial Notes to be withdrawn, including the principal amount of such Initial Notes;

•

in the case of Initial Notes tendered by book-entry transfer, specify the number of the account at the book-entry transfer facility from which the Initial Notes were tendered and specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Initial Notes and otherwise comply with the procedures of such facility;

•

contain a statement that such holder is withdrawing its election to have such Initial Notes exchanged;

•

be signed by the holder in the same manner as the original signature on the letter of transmittal by which such Initial Notes were tendered including any required signature guarantees, or be accompanied by documents of transfer to have the trustees with respect to the Initial Notes in the name of the person withdrawing the tender; and specify the name in which such Initial Notes are registered, if different from the person who tendered such Initial Notes.

All questions as to the validity, form, eligibility and time of receipt of such notice will be determined by us, which determination shall be final and binding on all parties. Any Initial Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any Initial Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the tendering holder thereof without cost to such holder, in the case of physically tendered Initial Notes, or credited to an account maintained with the book-entry transfer facility for the Initial Notes promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Initial Notes may be re-tendered by following one of the procedures described under “— Procedures for Tendering” and “— Book-Entry Transfer” above at any time prior to 5:00 p.m., New York City time, on the expiration date.

Conditions

We will complete this exchange offer only if:

1.

there is no change in the laws and regulations which would reasonably be expected to impair our ability to proceed with this exchange offer,

2.

there is no change in the current interpretation of the staff of the Commission which permits resales of the New Notes, and

3.

there is no stop order issued by the Commission or any state securities authority suspending the effectiveness of the registration statement which includes this prospectus or the qualification of the indenture for our New Notes under the Trust Indenture Act of 1939 and there are no proceedings initiated or, to our knowledge, threatened for that purpose.

These conditions are for our sole benefit. We may assert any one of these conditions regardless of the circumstances giving rise to it and may also waive any one of them, in whole or in part, at any time and from

34

time to time, if we determine in our reasonable discretion that it has not been satisfied, subject to applicable law. Notwithstanding the foregoing, all conditions to the exchange offer must be satisfied or waived before the expiration of this exchange offer. If we waive a condition to this exchange offer, the waiver will be applied equally to all note holders. Each of these rights will be deemed an ongoing right which we may assert at any time and from time to time.

If we determine that we may terminate this exchange offer because any of these conditions is not satisfied, we may:

1.

refuse to accept and return to their holders any Initial Notes that have been tendered,

2.

extend the exchange offer and retain all notes tendered before the expiration date, subject to the rights of the holders of these notes to withdraw their tenders, or

3.

waive any condition that has not been satisfied and accept all properly tendered notes that have not been withdrawn or otherwise amend the terms of this exchange offer in any respect as provided under the section in this prospectus entitled “— Expiration Date; Extensions; Amendments; Termination.”

Exchange Agent

Citibank, N.A. has been appointed as exchange agent for the exchange offer. Questions and requests for assistance and requests for additional copies of this prospectus, or of the letter of transmittal, should be directed to the exchange agent as provided in the letter of transmittal.

Fees and Expenses

The expenses of soliciting tenders pursuant to the exchange offer will be borne by us. The principal solicitation for tenders pursuant to the exchange offer is being made by mail; however, additional solicitations may be made by telephone, telecopy or in person by our officers and regular employees.

We will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket expenses in connection therewith. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of the prospectus and related documents to the beneficial owners of the Initial Notes, and in handling or forwarding tenders for exchange.

The expenses to be incurred by us in connection with the exchange offer will be paid by us, including fees and expenses of the exchange agent and trustee and accounting, legal, printing and related fees and expenses.

Subject to the following sentence, we will pay all transfer taxes applicable to the exchange of Initial Notes pursuant to the exchange offer. If, however, (a) New Notes or Initial Notes for principal amounts not tendered or accepted for exchange are to be registered or issued in the name of any person other than the registered holder of the Initial Notes tendered, (b) if tendered Initial Notes are registered in the name of any person other than the person signing the letter of transmittal, or (c) if a transfer tax is imposed for any reason other than the exchange of Initial Notes pursuant to the exchange offer, then the amount of any such transfer taxes imposed will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Consequences of Failure to Exchange

Holders of Initial Notes who do not exchange their Initial Notes for New Notes pursuant to the exchange offer will continue to be subject to the restrictions on transfer of such Initial Notes as set forth in the legend thereon as a consequence of the issuance of the Initial Notes pursuant to exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Initial Notes may not be offered, sold or otherwise transferred, except in compliance with the registration requirements of the Securities Act, pursuant to an exemption from registration under the Securities Act or in

35

a transaction not subject to the registration requirements of the Securities Act, and in compliance with applicable state securities laws. We do not currently anticipate that we will register the Initial Notes under the Securities Act. To the extent that Initial Notes are tendered and accepted in the exchange offer, the trading market for untendered and tendered but unaccepted Initial Notes could be adversely affected. See “Risk Factors — If you fail to exchange your Initial Notes, they will continue to be restricted securities and may become less liquid.”

Each broker-dealer that receives New Notes for its own account in exchange for Initial Notes, where such Initial Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See “Plan of Distribution.”

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USE OF PROCEEDS

We will not receive any proceeds from the exchange offer. In consideration for issuing New Notes, we will receive in exchange Initial Notes of like principal amount, the terms of which are identical in all material respects to the New Notes. Initial Notes surrendered in exchange for New Notes will be retired and cancelled and cannot be reissued. Accordingly, issuance of the New Notes will not result in any increase in our indebtedness and will evidence the same continuing indebtedness as the Initial Notes. We have agreed to bear all fees and expenses related to the exchange offer. No underwriter is being used in connection with the exchange offer.

CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

Yamana’s ratio of earnings to fixed charges for the periods indicated below was as follows:

​	Year Ended December 31,
	2020		2019		2018(1)		2017(1)		2016(1)
Ratio of earnings to fixed charges	​	10.1	​	5.2	​	—	​	—	​	—

(1)

Due to our loss for the years ended December 31, 2016, 2017 and 2018 the ratio was negative for these periods. In order to achieve a ratio of 1:1 as at December 31, 2016, 2017 and 2018, Yamana would need additional earnings of $600.6 million, $320.6 million and $182.4 million, respectively. The losses for these years included the effect of net impairments of mineral properties and/or goodwill of $615.1 million, $356.5 million and $302.0 million, respectively.

CONSOLIDATED CAPITALIZATION

The following table sets forth our cash and cash equivalents and consolidated capitalization as at September 30, 2021. The table below (which reflects financial information which was derived from financial statements prepared in accordance with IFRS) should be read in conjunction with our Interim Financial Statements, including the notes thereto, and our consolidated financial statements as at December 31, 2020, including the notes thereto, each incorporated by reference herein, and our Management’s Discussion and Analysis and our Interim Management’s Discussion and Analysis, each incorporated by reference herein. Our cash and cash equivalents and consolidated capitalization will not change as a result of the exchange offer.

​	As at September 30, 2021
	($ millions)
Cash and cash equivalents(1)	​	$	460.2
Long-term debt:	​	​	​
Revolving credit facility	​	$	(3.1)
4.625% Senior Notes due 2027(2)	​	​	280.7
Initial Notes(2)	​	​	495.2
Total debt(2)	​	​	772.8
Shareholders’ equity	​	​	5,127.2
Total capitalization	​	$	5,900.0

(1)

Includes $220.2 million available for utilization by the MARA Project.

(2)

Net of unamortized debt issuance costs.

EARNINGS COVERAGE

The following earnings coverage ratio is calculated on a consolidated basis using financial information prepared in accordance with IFRS for the twelve-month period ended December 31, 2020 and is based on financial information which was derived from the Audited Financial Statements, and for the twelve-month period ended September 30, 2021 and is based on financial information which was derived from interim financial statements.

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Our interest requirements on our consolidated long-term and revolving debt were $51.9 million for the twelve months ended December 31, 2020 and $47.9 million for the twelve months ended September 30, 2021, which includes $0 and $0.5 million of capitalized interest, respectively, and in each case excludes interest requirements attributable to minority interests in consolidated subsidiaries. Our income before interest expense and income taxes attributed to common shareholders for the twelve months ended December 31, 2020 and for the twelve months ended September 30, 2021 was $542.0 million and $575.6 million, respectively, which is 10.4 and 12.0 times our interest requirements for this period, respectively.

DESCRIPTION OF OTHER INDEBTEDNESS

The following is a summary of certain provisions of the instruments evidencing our material indebtedness. This summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the agreements, including the definitions of certain terms therein that are not otherwise defined in this prospectus.

Credit Facilities

We entered into an amended and restated credit agreement dated February 29, 2012 (as amended, the “Credit Agreement”) pursuant to which a syndicate of financial institutions granted to us a $1.0 billion revolving term credit facility, originally maturing on February 28, 2017 (the “Credit Facility”). On February 28, 2013, its maturity date was extended to February 28, 2018. On March 31, 2014, its maturity date was extended to March 31, 2019. On May 29, 2015, its maturity date was extended to May 29, 2020. On September 28, 2016, its maturity dated was extended to September 30, 2021. On June 29, 2018, its maturity date was extended to June 29, 2023. On July 31, 2019, the Credit Facility was reduced to $750 million and its maturity date was extended to July 31, 2024. On August 23, 2021, its maturity date was extended to August 31, 2026. Credit under the Credit Facility is available by way of Base Rate Canada Loans or LIBOR Loans at the customary reference rates plus an applicable margin that ranges from 0.20% to 1.25% per annum, in the case of Base Rate Canada Loans, and 1.20% to 2.25% per annum, in the case of LIBOR Loans, depending on the Company’s credit ratings. The Credit Facility has a commitment fee that ranges from 0.24% to 0.45%, depending on the Company’s credit ratings. The Credit Facility is payable in full on its maturity date. Each year, we may request that the Credit Agreement be amended to extend the maturity date by one year. Borrowings under the Credit Facility may be used for general corporate purposes, including acquisitions. If we sell certain assets or ownership interests in certain material operating subsidiaries, certain net proceeds thereof must be used to prepay outstanding obligations under the Credit Facility. The Credit Facility is guaranteed by certain material subsidiaries and certain subsidiaries that wholly-own a material subsidiary, each of which will be a guarantor in the New Notes offered hereby (the “Credit Facility Guarantors”). The Credit Agreement contains affirmative and negative covenants, including those that restrict, among other things and subject to certain specified exceptions, our ability and certain of our subsidiaries’ ability to (i) incur additional indebtedness; (ii) grant security interests and other encumbrances on our or their property; (iii) enter into corporate or capital reorganizations; (iv) carry on any business, other than mining and related activities; (v) sell, transfer or otherwise dispose of any material property; (vi) pay or declare dividends or make other distributions or payments in respect of our or their shares; (vii) make acquisitions, (viii) make investments, other than in the ordinary course of business; and (ix) enter into transactions with affiliates. Pursuant to the Credit Agreement, we must maintain: (i) a ratio of our net total debt to our earnings before interest, taxes, depreciation and amortization of less than or equal to 3.5:1 and (ii) a ratio of net total debt to tangible net worth of less than or equal to 0.75:1. The Credit Agreement also contains certain events of default. As of September 30, 2021, we were in compliance with the covenants under the Credit Agreement.

2017 Senior Notes

On December 4, 2017, the Company issued $300 million aggregate principal amount of 4.625% Senior Notes due 2027 (the “2017 Notes”). The 2017 Notes are governed by the base indenture (as defined below), as supplemented by the fourth supplemental indenture dated as of December 4, 2017 and as further supplemented, and are our unsecured, unsubordinated obligations. We may prepay the 2017 Notes at any time provided we pay a make whole payment to the holders. The 2017 Notes are also guaranteed by the Credit Facility Guarantors. The covenants and events of default under the 2017 Notes are substantially similar to the covenants and events of default under the New Notes.

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DESCRIPTION OF THE NOTES AND GUARANTEES

The following description is a summary of the material provisions of the New Notes, the guarantees and the indenture, dated as of June 30, 2014, as supplemented by the seventh supplemental indenture dated as of August 6, 2021 (collectively, the “indenture”). It does not purport to be complete and is qualified in its entirety by the indenture, because the indenture, and not this description, defines your rights as a holder of the Notes. The indenture has been filed as an exhibit to the registration statement of which this prospectus forms a part. You should refer to all the provisions of the indenture, including the definition of certain terms used therein. Terms used herein that are otherwise not defined shall have the meanings given to them in the indenture. Such defined terms shall be incorporated herein by reference. In this section the terms “Yamana,” “we,” “our,” and “us” refer only to Yamana Gold Inc. and not to any of its subsidiaries.

General

The Initial Notes were issued under the indenture in an aggregate principal amount of $500,000,000. The New Notes are unsecured, unsubordinated obligations of Yamana evidencing the same continuing indebtedness as the Initial Notes and will mature on August 15, 2031. The New Notes will bear interest at the rate of 2.630% per annum from and including the most recent interest payment date to which interest has been paid or provided for, or if no interest has been paid or provided for, from August 6, 2021. Interest on the New Notes will be payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2022, to the persons in whose names the New Notes are registered at the close of business on the preceding February 1 or August 1, as the case may be. All New Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

If interest or principal on the New Notes is payable on a Saturday, Sunday or any other day when banks are not open for business in The City of New York, we will make the payment on the next business day, and no interest will accrue as a result of the delay in payment.

Interest on the New Notes will accrue on the basis of a 360-day year consisting of twelve 30-day months.

The New Notes will be payable at the office of the paying agent maintained by us for such purpose which initially will be the office or agency of the securities administrator. New Notes may be presented for exchange or registration of transfer at the office of the registrar, which initially will be such office of the securities administrator. We will not charge a service fee for any registration of transfer or exchange of the New Notes, but we may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection therewith.

The New Notes will not be entitled to the benefits of any sinking fund.

Guarantees

Each of our subsidiaries that is a guarantor under our Credit Agreement will fully and unconditionally guarantee the payment of principal and interest on the New Notes. Our subsidiaries that will not be guarantors of the New Notes generated approximately $726.1 million of revenue for the year ended December 31, 2020 and $677.6 million of revenue for the nine months ended September 30, 2021. As of September 30, 2021, our non-guarantor subsidiaries had approximately $506.9 million of indebtedness and other liabilities, all of which would have been structurally senior to the New Notes and the guarantees. As described in “Supplemental Obligor Group Information,” certain production from non-guarantors is subsequently sold to the issuer, who in turn sells it to ultimate customers.

The indenture limits the obligations of each guarantor under its guarantee of the New Notes to an amount not to exceed the maximum amount that can be guaranteed by such guarantor by law or without resulting in its obligations under such guarantee being voidable or unenforceable under applicable laws relating to fraudulent transfer, or under similar laws affecting the rights of creditors generally.

Additional Guarantees

Yamana shall cause any subsidiary that in the future becomes a guarantor under the Credit Agreement, to become a guarantor of the New Notes.

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Release of Guarantees

Under the indenture, a guarantor will be released and relieved of its obligations under its guarantee in respect of the New Notes, and such guarantee will be terminated, upon our written request (without the consent of the trustee or the securities administrator) (i) if the guarantor is no longer a guarantor or otherwise an obligor under the Credit Agreement or will be released and relieved of its obligations under the Credit Agreement concurrently with the release of the guarantee of the New Notes and (ii) upon satisfaction and discharge of the indenture or defeasance or covenant defeasance in accordance with the terms of the indenture.

Further Issuances

We may from time to time without notice to, or the consent of, the holders of the New Notes, create and issue additional New Notes under the indenture, equal in rank to the outstanding New Notes in all respects (or in all respects except for the payment of interest accruing prior to the issue date of the New Notes, or except, in some cases, for the first payment of interest following the issue date of the New Notes) so that the New Notes may be consolidated and form a single series with the outstanding New Notes, and have the same terms as to status, redemption and otherwise as New Notes provided that, if the additional notes are not fungible with the outstanding New Notes for U.S. federal income tax purposes, the additional notes will have a separate CUSIP number.

Ranking

The New Notes will be our and each guarantor’s senior obligations and will rank equally with all of our and each guarantor’s other senior unsubordinated Indebtedness from time to time outstanding. The New Notes will be structurally subordinated to all Indebtedness and other liabilities of our subsidiaries that are not guarantors, and will be effectively subordinated to any secured Indebtedness and other secured liabilities of ours or any guarantor to the extent of the assets securing such Indebtedness and other liabilities.

Optional Redemption

Prior to May 15, 2031 (the date that is three months prior to the maturity date of the New Notes), we may, at our option, redeem the New Notes, in whole or in part, at a price equal to the greater of (i) 100% of the principal amount of the New Notes called for redemption and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the New Notes called for redemption that would be due if the New Notes to be redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points, plus, in each case, accrued interest thereon to, but not including, the date of redemption.

On or after May 15, 2031 (the date that is three months prior to the maturity date of the New Notes), we may, at our option, redeem the New Notes, in whole or in part, at a price equal to 100% of the principal amount of the New Notes to be redeemed, plus accrued interest thereon to, but not including, the date of redemption.

Redemption Procedures

We will give you at least 10 days (but not more than 60 days) prior notice of any redemption. If less than all of the New Notes are redeemed, the securities administrator will select the New Notes to be redeemed by a method determined by the securities administrator to be fair and appropriate and in accordance with the procedures of DTCC.

On or before 10:00 a.m., New York City time, on the redemption date, we will deposit with the securities administrator money sufficient to pay the redemption price and accrued interest on the New Notes to be redeemed on such date. On and after the redemption date, interest will cease to accrue on any New Notes that have been called for redemption (unless we default in the payment of the redemption price and accrued interest). The redemption price will be calculated by the Independent Investment Banker, as provided below, and we, the trustee, the securities administrator and any paying agent for the New Notes will be entitled to conclusively rely on such calculation.

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If notice of redemption has been given as provided in the indenture and funds for the redemption of the New Notes called for redemption have been made available on the redemption date referred to in such notice, such New Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the holders of the New Notes will be to receive payment of the redemption price plus accrued interest to, but not including, the date of redemption.

Any notice of redemption may, at our discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in us or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the business day immediately preceding the relevant redemption date. We will provide written notice to the securities administrator of any such rescission as soon as practicable after we determine that such conditions precedent will not be able to be satisfied or we are not able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the New Notes called for redemption will become due and payable on the redemption date and at the applicable redemption price as set forth above.

For purposes of the discussion of optional redemption, the following definitions are applicable:

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the New Notes to be redeemed (assuming, for this purpose, the New Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such New Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if we obtain fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by us.

“Par Call Date” means May 15, 2031, the date that is three months prior to the maturity date of the New Notes.

“Reference Treasury Dealer Quotations” means, with respect to any redemption date, the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by a Reference Treasury Dealer at 3:30 p.m. New York time on the third business day preceding such redemption date.

“Reference Treasury Dealer” means each of BofA Securities, Inc. and Citigroup Global Markets Inc., or their respective affiliates which are primary U.S. government securities dealers, and three other primary U.S. government securities dealers in the United States (each a “primary treasury dealer”) selected by us, and their respective successors; provided, however, that if any of the foregoing or their affiliates shall cease to be a primary treasury dealer, we shall substitute another primary treasury dealer.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

Change of Control Repurchase Event

If a Change of Control Repurchase Event occurs with respect to the New Notes, unless we have exercised our right to redeem the New Notes as described above, we will be required to make an offer to each holder of the New Notes to repurchase all or any part (in multiples of $1,000 with no note of a principal amount of

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$2,000 or less purchased in part) of that holder’s New Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the New Notes repurchased plus any accrued and unpaid interest on the New Notes repurchased to, but not including, the date of repurchase.

Within 30 days following any Change of Control Repurchase Event or, at our option, prior to any Change of Control but after the public announcement of the Change of Control, we will mail a notice to each holder, with a copy to the trustee and the securities administrator, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the New Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control occurring on or prior to the payment date specified in the notice.

We will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the New Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the New Notes, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Repurchase Event provisions of the New Notes by virtue of such conflict.

On the repurchase date following a Change of Control Repurchase Event, we will, to the extent lawful:

(1)

accept for payment all New Notes or portions of the New Notes properly tendered pursuant to our offer;

(2)

deposit with the trustee or the securities administrator, as the paying agent, as applicable, an amount equal to the aggregate purchase price in respect of all New Notes or portions of the New Notes properly tendered; and

(3)

deliver or cause to be delivered to the trustee or the securities administrator, as the paying agent, as applicable, the New Notes properly accepted, together with an officer’s certificate stating the aggregate principal amount of the New Notes being purchased by us.

The trustee or the securities administrator, as the paying agent, as applicable, will promptly pay to each holder of the New Notes properly tendered the purchase price for the New Notes, and the securities administrator, as the authenticating agent, will promptly authenticate and deliver to each holder a new note equal in principal amount to any unpurchased portion of any New Notes surrendered; provided that each new note will be in a minimum principal amount of $2,000 and integral multiples of $1,000.

We will not be required to make an offer to repurchase the New Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and such third party purchases all New Notes properly tendered and not withdrawn under its offer.

Prior to the occurrence of a Change of Control Repurchase Event, the provisions under the indenture relating to our obligation to make an offer to repurchase upon a Change of Control Repurchase Event may be waived or modified with the written consent of the holders of a majority in principal amount of the New Notes.

For purposes of the foregoing discussion of an offer to repurchase, the following definitions are applicable:

“Change of Control” means the occurrence of any of the following:

(1)

the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation or statutory plan of arrangement or consolidation), in one or a series of related transactions, of all or substantially all of our assets and the assets of our subsidiaries taken as a whole to any “person” or “group” ​(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than to us or one of our subsidiaries;

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(2)

the consummation of any transaction (including, without limitation, any merger, amalgamation or statutory plan of arrangement or consolidation) the result of which is that any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of our Voting Stock or other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;

(3)

we consolidate, amalgamate, or enter into a statutory plan of arrangement with, or merge with or into, any “person” ​(as that term is used in Section 13(d)(3) of the Exchange Act), or any person consolidates, amalgamates, or enters into a statutory plan of arrangement with, or merges with or into, us, in any such event pursuant to a transaction in which any of our outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of our Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, Voting Stock representing more than 50% of the combined voting power of the surviving person immediately after giving effect to such transaction;

(4)

the first day on which the majority of the members of our board of directors cease to be Continuing Directors; or

(5)

the adoption of a plan relating to our liquidation or dissolution.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) we become a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of the ultimate parent holding company immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that transaction or (B) immediately following that transaction no “person” or “group” ​(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of the Voting Stock of such ultimate parent holding company, measured by voting power rather than number of shares.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of our and our subsidiaries’ assets taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of New Notes to require us to make an offer to repurchase such holder’s New Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our and our subsidiaries’ assets taken as a whole to another person or group may be uncertain.

“Change of Control Repurchase Event” means each of the Rating Agencies during the trigger period (as defined below) downgrade their ratings of the New Notes by at least one “notch” and, following such downgrades, the New Notes are rated below Investment Grade by each of the Rating Agencies on any date during the 60 day period (the “trigger period”) (which trigger period shall be extended so long as the rating of the New Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of the (1) public announcement by Yamana of any Change of Control (or pending Change of Control) and (2) consummation of such Change of Control. Notwithstanding the foregoing, no Change of Control Repurchase Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Continuing Director” means, as of any date of determination, any member of our board of directors who was nominated for election, elected or appointed to such board of directors with the approval of a majority of members of such board of directors at the time of such nomination, election or appointment (either by a specific vote or by approval of our proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating

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categories of S&P); and the equivalent investment grade credit rating from any additional rating agency or rating agencies selected by us.

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“Rating Agency” means each of Moody’s and S&P; provided, that if either Moody’s or S&P ceases to rate the New Notes or fails to make a rating of the New Notes publicly available for any reason that is beyond our control, we may select (as certified by a resolution of our board of directors) a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, as a replacement agency for Moody’s or S&P, or both of them, as the case may be.

“S&P” means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, and its successors.

“Voting Stock” of any specified “person” ​(as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

The Change of Control Repurchase Event feature of the New Notes may in certain circumstances make more difficult or discourage a sale or takeover of Yamana and, therefore, the removal of incumbent management. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control Repurchase Event under the New Notes, but that could substantially increase the amount of indebtedness outstanding at such time or otherwise adversely affect our capital structure or credit ratings on the New Notes.

We may not have sufficient funds to repurchase all the New Notes tendered for repurchase upon a Change of Control Repurchase Event. See “Risk Factors.”

Certain Covenants

Set forth below is a summary of certain of the defined terms used in the indenture. We urge you to read the indenture for the full definition of all such terms.

“Consolidated Net Tangible Assets” means the aggregate amount of assets after deducting therefrom (1) all current liabilities (excluding current maturities of long-term Indebtedness); (2) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles; and (3) appropriate adjustments on account of minority interests, all as set forth on the most recent consolidated balance sheet of Yamana and computed in accordance with IFRS (as defined below).

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board in effect from time to time or, if different and then used by us for our public financial reporting purposes in Canada, generally accepted accounting principles in Canada or the United States.

“Indebtedness” means all obligations for borrowed money represented by notes, bonds, debentures or similar evidence of indebtedness and obligations for borrowed money evidenced by credit, loan or other like agreements.

“Lien” means any deed of trust, mortgage, charge, hypothec, assignment, pledge, lien, vendor’s privilege, vendor’s right of reclamation or other security interest or encumbrance of any kind incurred or assumed in order to secure payment of Indebtedness.

“Non-Recourse Debt” means Indebtedness to finance the creation, development, construction or acquisition of properties or assets and any increases in or extensions, renewals or refinancings of such Indebtedness, provided that the recourse of the lender thereof (including any agent, trustee, receiver or other person (as defined below) acting on behalf of such entity) in respect of such Indebtedness is limited in all circumstances to the properties or assets created, developed, constructed or acquired in respect of which such Indebtedness has been incurred, to the capital stock and debt securities of the Restricted Subsidiary (as defined below) that acquires or owns such properties or assets and to the receivables, inventory, equipment, chattels,

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contracts, intangibles and other assets, rights or collateral connected with the properties or assets created, developed, constructed or acquired.

“Permitted Lien” means:

(1)

any Lien on property, shares of stock or Indebtedness of any person existing at the time such person becomes a Restricted Subsidiary or created, incurred, issued or assumed in connection with the acquisition of any such person;

(2)

any Lien on any Principal Property created, incurred, issued or assumed at or prior to the time such property became a Principal Property or existing at the time of acquisition of such Principal Property by Yamana or a Restricted Subsidiary, whether or not assumed by Yamana or such Restricted Subsidiary; provided that no such Lien will extend to any other Principal Property of Yamana or any Restricted Subsidiary;

(3)

any Lien on any Principal Property of any Restricted Subsidiary to secure Indebtedness owing by it to Yamana or to another Restricted Subsidiary;

(4)

any Lien on any Principal Property of Yamana to secure Indebtedness owing by it to a Restricted Subsidiary;

(5)

any Lien on any Principal Property or other assets of Yamana or any Restricted Subsidiary existing on the date of the indenture, or arising thereafter pursuant to contractual commitments entered into prior to the date of the indenture;

(6)

any Lien on all or any part of any Principal Property (including any improvements or additions to improvements on a Principal Property), or on any shares of stock or Indebtedness of any Restricted Subsidiary directly or indirectly owning or operating such Principal Property, where such Principal Property is hereafter acquired, developed, expanded or constructed by Yamana or any Subsidiary, to secure the payment of all or any part of the purchase price, cost of acquisition or any cost of development, expansion or construction of such Principal Property or of improvements or additions to improvements thereon (or to secure any Indebtedness incurred by Yamana or a Subsidiary for the purpose of financing all or any part of the purchase price, cost of acquisition or cost of development, expansion or construction thereof or of improvements or additions to improvements thereon), in each case including interest thereon and fees and expenses, including premiums, associated therewith, created prior to, at the time of, or within 365 days after the later of, the acquisition, development, expansion or completion of construction (including construction of improvements or additions to improvements thereon), or commencement of full operation of such Principal Property; provided that no such Lien will extend to any other Principal Property of Yamana or a Restricted Subsidiary other than in the case of any such construction, improvement, development, expansion or addition to improvement, all or any part of any other Principal Property on which the Principal Property so constructed, developed or expanded, or the improvement or addition to improvement, is located;

(7)

any Lien on any Principal Property or other assets of Yamana or any Restricted Subsidiary created for the sole purpose of extending, renewing, altering or refunding any of the foregoing Liens; provided that the Indebtedness secured thereby will not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal, alteration or refunding, plus an amount necessary to pay fees and expenses, including premiums, related to such extensions, renewals, alterations or refundings, and that such extension, renewal, alteration or refunding Lien will be limited to all or any part of the same Principal Property and improvements and additions to improvements thereon and/or shares of stock and Indebtedness of a Restricted Subsidiary which secured the Lien extended, renewed, altered or refunded;

(8)

any Lien in connection with Indebtedness which by its terms is Non-Recourse Debt; and

(9)

any Lien on any Principal Property or on any shares of stock or Indebtedness of any Restricted Subsidiary created, incurred, issued or assumed to secure Indebtedness of Yamana or any Restricted Subsidiary which would otherwise be subject to the foregoing restrictions, in an aggregate amount which, together with the aggregate principal amount of other Indebtedness secured by Liens on any

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Principal Property or on any shares of stock or Indebtedness of any Restricted Subsidiary then outstanding (excluding Liens permitted under the foregoing exceptions) would not then exceed 10% of Consolidated Net Tangible Assets.

“person” means any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Principal Property” means the interest of Yamana or any Restricted Subsidiary in any (a) mineral property or (b) processing facility, building or other facility, together with the land upon which it is erected and fixtures comprising a part thereof, whether owned as of the date of the indenture or thereafter acquired or constructed by Yamana or any Restricted Subsidiary, the net book value of which interest, in each case, on the date as of which the determination is being made, is an amount that exceeds 7% of Consolidated Net Tangible Assets, except any such mineral property, processing facility, building or other facility or any portion thereof, together with the land upon which it is erected and fixtures comprising a part thereof, (i) acquired or constructed principally for the purpose of controlling or abating atmospheric pollutants or contaminants, or water, noise, odor or other pollution or (ii) which the board of directors of Yamana by resolution declares is not of material importance to the total business conducted by Yamana and its Restricted Subsidiaries considered as one enterprise. Yamana or any Restricted Subsidiary shall not be deemed to have an interest in a Principal Property if such interest is not held directly by Yamana or a Restricted Subsidiary.

“Restricted Subsidiary” means any Subsidiary of Yamana that owns or leases a Principal Property or is engaged primarily in the business of owning or holding capital stock of one or more Restricted Subsidiaries. “Restricted Subsidiary,” however, does not include (1) any Subsidiary whose primary business consists of (A) financing operations in connection with leasing and conditional sale transactions on behalf of Yamana and its Subsidiaries, (B) purchasing accounts receivable or making loans secured by accounts receivable or inventory or (C) being a finance company or (2) any Subsidiary which the Board of Directors of Yamana has determined by resolution does not maintain a substantial portion of its fixed assets within Canada or the United States.

“Subsidiary” means, at any relevant time, any person of which the voting shares or other interests carrying more than 50% of the outstanding voting rights attached to all outstanding voting shares or other interests are owned, directly or indirectly, by a person and/or one or more subsidiaries of such person.

Limitation on Liens

For so long as any New Notes are outstanding, we will not, and we will not permit any Restricted Subsidiary to, create, incur, issue, assume or otherwise have outstanding any Lien on any Principal Property now owned or hereafter acquired by Yamana or a Restricted Subsidiary or on shares of stock or Indebtedness of any Restricted Subsidiary now owned or hereafter acquired by Yamana or a Restricted Subsidiary, in each case other than Permitted Liens, unless at the time thereof or prior thereto the New Notes (together with, if and to the extent we so determine, any other Indebtedness then existing or thereafter created) are secured (but only to the extent of any Lien that is not a Permitted Lien) equally and ratably with (or prior to) any and all Indebtedness that is secured by such Lien for so long as such Indebtedness is so secured by such Lien that is not a Permitted Lien.

For purposes of the foregoing, the giving of a guarantee that is secured by a Lien on any Principal Property or on any shares of stock or Indebtedness of any Restricted Subsidiary, and the creation of a Lien on any Principal Property or on any shares of stock or Indebtedness of any Restricted Subsidiary to secure Indebtedness that existed prior to the creation of such Lien, will be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien but the amount of Indebtedness secured by Liens on any Principal Property and shares of stock and Indebtedness of Restricted Subsidiaries will be computed without cumulating the underlying Indebtedness with any guarantee thereof or Lien securing the same.

For the avoidance of doubt, (i) the sale or other transfer of any minerals in place for a period of time until the purchaser will realize therefrom a specified amount of money (however determined) or a specified amount of such minerals; (ii) the sale or other transfer of any minerals in an amount such that the purchaser will

46

realize therefrom a specified amount of money (however determined); (iii) the sale or other transfer of any other interest in property of a character commonly referred to as a “production payment”; (iv) any acquisition of any property or assets by us or our Restricted Subsidiaries that is subject to any reservation that creates or reserves for the seller an interest in any metals or minerals in place or the proceeds from their sale; (v) any conveyance or assignment in which we or our Restricted Subsidiaries convey or assign an interest in any metals or minerals in place or the proceeds from their sale; or (vi) any lien upon any of our or our Restricted Subsidiaries’ wholly-owned or partially-owned or leased property or assets to secure the payment of our or our Restricted Subsidiaries’ proportionate part of the development or operating expenses in realizing the metal or mineral resources of such property, shall not constitute the incurrence of Indebtedness secured by a Lien.

Consolidation, Amalgamation and Merger and Sale of Assets

The indenture provides that we may not consolidate or amalgamate with or merge into or enter into any statutory arrangement with any other person, or, directly or indirectly, convey, transfer or lease all or substantially all our properties and assets to any person, unless:

•

the person formed by or continuing from such consolidation or amalgamation or into which we are merged or with which we enter into such statutory arrangement or the person which acquires or leases all or substantially all of our properties and assets is organized and existing under the laws of the United States, any state thereof or the District of Columbia or the laws of Canada or any province or territory thereof or any member nation of the Organization for Economic Co-Operation and Development;

•

the successor person expressly assumes or assumes by operation of law all of our obligations under the New Notes and under the indenture;

•

immediately before and after giving effect to such transaction, no event of default and no event which, after notice or lapse of time or both, would become an event of default, will have happened and be continuing; and certain other conditions are met.

If, as a result of any such transaction, any of our Principal Properties become subject to a Lien, then, unless such Lien could be created pursuant to the indenture provisions described under “— Limitation on Liens” above without equally and ratably securing the New Notes, we, simultaneously with or prior to such transaction, will cause the New Notes to be secured equally and ratably with or prior to the Indebtedness secured by such Lien.

Payment of Additional Amounts

All payments made by us, a guarantor or on our or their behalf under or with respect to the New Notes or the guarantees will be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively “Taxes”) imposed or levied by or on behalf of the Government of Canada or any province or territory thereof or by any other authority or agency in or outside of Canada having power to tax (each a “Relevant Taxing Jurisdiction”), unless we or the guarantors are required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the Relevant Taxing Jurisdiction.

If any amount for or on account of such Taxes is required by any Relevant Taxing Jurisdiction to be withheld or deducted from any payment made under or with respect to the New Notes or a guarantee, we will pay to each holder of New Notes as additional interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each such holder after such withholding or deduction (and after deducting any Taxes on such Additional Amounts) will not be less than the amount such holder would have received if such Taxes had not been required to be withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply to:

(1)

any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant holder (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant holder, if the relevant holder is an estate, nominee, trust, partnership,

47

limited liability company or corporation) and the Relevant Taxing Jurisdiction other than the receipt of such payment or the ownership or holding of or the execution, delivery, registration or enforcement of the New Notes or a guarantee;

(2)

any payment made by us or a guarantor under or with respect to the New Notes to a holder where such holder did not deal at arm’s length with us (within the meaning of the Income Tax Act (Canada)) (the “Tax Act”) at the time of the relevant payment;

(3)

any Taxes that are assessed or imposed by reason of the holder being a “specified shareholder,” as defined in subsection 18(5) of the Tax Act, of the payer of the payments or not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” of such payer;

(4)

any estate, inheritance, gift, sales, excise, transfer, personal property Tax or similar Tax, assessment or governmental charge;

(5)

any Taxes that are payable otherwise than by deduction or withholding from a payment of principal, premium, interest, or Additional Amounts on the New Notes;

(6)

any Taxes that would not have been so imposed but for the presentation of the New Notes (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the holder thereof would have been entitled to Additional Amounts had the New Notes been presented for payment on the last date during such 30 day period;

(7)

any Taxes that would not have been so imposed or would have been imposed at a lower rate if the holder of the New Notes had provided to us any information, certification, documentation or evidence required under applicable law, rules, regulations or generally published administrative practice of the Relevant Taxing Jurisdiction for such Taxes not to be imposed or to be imposed at a lower rate (provided that such information, certification, documentation or evidence is required by the applicable law, rules, regulations or generally published administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from or reduction in the requirement to deduct or withhold all or part of such Taxes and such information, certification, documentation or evidence is reasonably requested upon reasonable notice by the applicable payor);

(8)

any Taxes that were imposed on a fiduciary, partnership or other entity that is not the sole beneficial owner of the payment, if the laws of the Relevant Taxing Jurisdiction require the payment to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the holder; or

(9)

any Taxes that would not have been so imposed but for any combination of the foregoing.

In any event, no Additional Amounts will be payable under the provisions described above in respect of the New Notes or guarantees in excess of the Additional Amounts which would be required if, at all relevant times, the holder of the New Notes were a resident of the United States and a qualifying person for purposes of the Convention Between the United States of America and Canada with Respect to Taxes on Income and on Capital (1980), as amended, including any protocols thereto. As a result of the limitation on the payment of Additional Amounts discussed in the preceding sentence, the Additional Amounts received by certain holders of the New Notes will be less than the amount of Taxes withheld or deducted, and, accordingly, the net amount received by such holders will be less than the amount such holders would have received had there been no such withholding or deduction in respect of Taxes.

We will (i) make such withholding or deduction of Taxes as is required under applicable law or the interpretation or administration thereof by the Relevant Taxing Jurisdiction, (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law and (iii) furnish to the trustee and the securities administrator reasonable evidence of the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes.

If we or the guarantors are obligated to pay Additional Amounts with respect to any payment under or with respect to the New Notes or a guarantee, we will deliver to the trustee and the securities administrator, as

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the paying agent, an officer’s certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the payment of such Additional Amounts to holders of the New Notes on the payment date. Each such officer’s certificate shall be relied upon until receipt of a new officer’s certificate addressing such matters. To the extent permitted by law, neither the trustee nor the securities administrator shall have any obligation to determine or obtain knowledge of when Additional Amounts are paid or owed.

Wherever in the indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest or any other amount payable under or with respect to the New Notes, such mention will be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Tax Redemption

The New Notes will be subject to redemption at any time, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof together with accrued and unpaid interest to, but not including, the date fixed for redemption, upon the giving of a notice as described below, if we determine that:

•

as a result of (A) any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction, or (B) any change in the application or interpretation of such laws, regulations or rulings by any legislative body, court, governmental agency or regulatory authority (including a holding by a court of competent jurisdiction) of a Relevant Taxing Jurisdiction, which change or amendment is announced or becomes effective on or after August 4, 2021, we or a successor, as applicable, have or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to the New Notes; or

•

on or after August 4, 2021, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in a Relevant Taxing Jurisdiction, including any of those actions specified in the first bullet, whether or not such action was taken or such decision was rendered with respect to us or a successor, as applicable, or any change, amendment, application or interpretation will be officially proposed, which, in any such case, in the written opinion of our legal counsel, will result in our, or a successor, as applicable, becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to the New Notes;

•

in any such case, we, in our business judgment, determine that the payment of Additional Amounts cannot be avoided by the use of reasonable measures available to us (which shall not include the substitution of an obligor in respect of the New Notes).

In the event that we elect to redeem the New Notes pursuant to the provisions set forth in the preceding paragraph, we will deliver to the trustee and the securities administrator an officers’ certificate stating that we are entitled to redeem the New Notes pursuant to their terms.

Notice of intention to redeem the New Notes as provided above will be given not more than 60 nor less than 10 days prior to the date fixed for redemption and will specify the date fixed for redemption.

Provision of Financial Information

We will file with the trustee and the securities administrator, within 30 days after such reports or information are filed with the Commission, copies, which may be in electronic format, of our annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which we file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. If we are not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and do not otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the Commission, we will continue to provide the trustee and the securities administrator (i) within 90 days of the end of each fiscal year, audited consolidated financial statements of the Company for the preceding fiscal year, and a corresponding management’s discussion and analysis of such audited consolidated financial statements and (ii) within 60 days of the end of the first three fiscal quarters of each fiscal year, unaudited financial statements of the Company for the preceding fiscal quarter, and a corresponding management’s discussion and analysis

49

of such unaudited consolidated financial statements. Any documents filed by us with the Commission via the Commission’s EDGAR system will be deemed filed with the trustee and the securities administrator as of the time such documents are filed via the Commission’s EDGAR system. Neither the trustee nor the securities administrator will have any duty to monitor any filings made with the Commission’s EDGAR system.

Events of Default

Each of the following constitute events of default under the indenture with respect to the New Notes:

•

default in the payment of the principal of the New Notes when it becomes due and payable;

•

default in the payment of any interest on the New Notes when such interest becomes due and payable, and such default is continued for 30 days;

•

default in the performance, or breach, of any other covenant of Yamana in the indenture for the benefit of holders of the New Notes, and such default or breach is continued for 60 days after written notice to us as provided in the indenture;

•

default by Yamana or any guarantor in the payment of indebtedness of $100,000,000 or more in principal amount outstanding when due after the expiration of any applicable grace period, or default under indebtedness of Yamana or any guarantor of $100,000,000 or more in principal amount resulting in acceleration of such indebtedness, but only if such indebtedness is not discharged or such acceleration is not rescinded or annulled;

•

certain events of bankruptcy, insolvency or reorganization occur involving Yamana or any guarantor; and

•

a guarantee of a Restricted Subsidiary ceases to be in full force and effect or is declared to be null and void and unenforceable or such guarantee is found to be invalid or such Restricted Subsidiary denies its liability under such guarantee (other than by reason of release of the Restricted Subsidiary in accordance with the terms of the indenture).

If an acceleration is in an amount less than $100,000,000 of any of our Indebtedness or that of any guarantor, the holders of the New Notes will not have the right to accelerate the maturity of their New Notes even though in some such cases other creditors may have that right.

Subject to certain exceptions, the indenture provides that the trustee must give notice of a default of which it has actual knowledge to the registered holders of the New Notes within 90 days of occurrence.

If an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs, the principal of and interest on the New Notes will become immediately due and payable without any action on the part of the trustee or any holder. If any other event of default for the New Notes occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the outstanding debt securities of all series issued under the indenture, including the New Notes, and affected by the event of default (voting as a single class) may declare the principal of and all accrued and unpaid interest on the New Notes immediately due and payable. The holders of a majority in principal amount of the outstanding debt securities of all series issued under the indenture, including the New Notes, and affected by the event of default may in some cases rescind this accelerated payment requirement.

A holder of New Notes may pursue any remedy under the indenture only if:

•

such holder gives the trustee written notice of a continuing event of default;

•

the holders of at least 25% in principal amount of the outstanding debt securities of all series issued under the indenture, including the New Notes, and affected by the event of default make a written request to the trustee to pursue the remedy;

•

such holder offers to the trustee an indemnity or security satisfactory to the trustee;

•

the trustee fails to act for a period of 60 days after receipt of the request and offer of indemnity; and during that 60-day period, the holders of a majority in principal amount of the outstanding debt securities of all series issued under the indenture, including the New Notes, and affected by the event of default do not give the trustee a direction inconsistent with the request.

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This provision does not, however, affect the right of a holder of the New Notes to sue for enforcement of any overdue payment.

Subject to certain limitations, conditions and restrictions, the holders of a majority in principal amount of the outstanding debt securities of all series issued under the indenture, including the New Notes, and affected by the event of default may direct the time, method and place of conducting any proceeding for any remedy available to the trustee and exercising any trust or power conferred on the trustee with respect to the debt securities affected by such event of default. The trustee, however, may refuse to follow any such direction that conflicts with law or the indenture. In addition, prior to acting at the direction of holders, the trustee will be entitled to be indemnified by those holders against any loss and expenses caused thereby.

The indenture requires us to deliver each year to the trustee and the securities administrator a written statement as to our compliance with the covenants contained in the indenture.

Trustee

If an event of default occurs under the indenture and is continuing, the trustee will be required to use the degree of care and skill of a prudent person in the conduct of that person’s own affairs. If an event of default occurs and is continuing under the indenture, the trustee will become obligated to exercise any of its powers under the indenture at the written request of any of the holders of the New Notes only after such holders have offered the trustee indemnity and/or security satisfactory to it.

The indenture contains limitations on the right of the trustee, if it becomes our creditor, to obtain payment of claims or to realize on certain property received for any such claim, as security or otherwise. The trustee is permitted to engage in other transactions with us. If, however, it acquires any conflicting interest, it must eliminate that conflict or resign within 90 days after ascertaining that it has a conflicting interest and after the occurrence of a default under the indenture, unless the default has been cured, waived or otherwise eliminated within the 90-day period.

Securities Administrator

The rights, privileges, protections, immunities and benefits given to the trustee, including, without limitation, its right to be compensated and indemnified, are extended to, and shall, to the extent they are applicable to the securities administrator in the performance of its respective capacities provided for in the indenture, be enforceable by the securities administrator, in each of its respective capacities hereunder, including its capacity as paying agent, registrar and authenticating agent.

Modification and Waiver

The indenture may be amended or supplemented or any provision of the indenture may be waived without the consent of any holders of the New Notes, in certain circumstances, including:

•

to provide for the assumption of our obligations under the indenture by a successor;

•

to add covenants that would benefit the holders of the New Notes or to surrender any rights we have under the indenture;

•

to add events of default with respect to the New Notes;

•

to provide for uncertificated New Notes in addition to or in place of certificated New Notes or to provide for bearer New Notes;

•

to make any change that does not adversely affect the New Notes in any material respect; provided, that any change made solely to conform the provisions of the indenture to this Description of the Notes and Guarantees will be deemed not to adversely affect the New Notes in any material respect, as provided in an officer’s certificate;

•

to provide any security for, any guarantees of or any additional obligors on the New Notes;

•

to provide for the appointment of a successor trustee or securities administrator;

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•

to comply with any requirement to effect or maintain the qualification of the indenture under the Trust Indenture Act; and

•

to cure any ambiguity, omission, defect or inconsistency.

The indenture may be amended or supplemented with the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities of all series affected by such amendment or supplement, including, if so affected, the New Notes. Without the consent of each holder of each debt security issued under the indenture and affected thereby, including, if so affected, the New Notes, no modification to the indenture may:

•

change the stated maturity of the principal of, or any installment of interest or additional amounts on, the New Notes;

•

reduce the principal of the New Notes or any premium payable on the redemption of the New Notes or reduce the amount of any installment of interest or additional amounts payable on the New Notes;

•

change the place of payment or make payments on the New Notes payable in currency other than as originally stated in the New Notes;

•

impair the holder’s right to institute suit for the enforcement of any payment on the New Notes;

•

reduce the amount of New Notes whose holders must consent to an amendment, supplement or waiver; or make any change in the percentage of principal amount of New Notes necessary to waive compliance with certain provisions of the indenture or to make any change in the provision related to modification.

The holders of a majority in principal amount of the outstanding debt securities of all series affected by the waiver, including, if applicable, the New Notes, may on behalf of the holders of all debt securities of such series waive compliance by us with certain restrictive provisions of the indenture. The holders of a majority in principal amount of the outstanding debt securities, including, if applicable, the New Notes, of all series affected by such default may waive any past default under the indenture with respect to such debt securities, except a default in the payment of the principal of (or premium, if any) and interest, if any, on any debt securities or in respect of a provision which under the indenture cannot be modified or amended without the consent of the holder of each outstanding debt security of such series.

Defeasance and Covenant Defeasance

The indenture provides that, at our option, we will be discharged from any and all obligations in respect of the New Notes and the related guarantees upon irrevocable deposit with the trustee or the securities administrator, in trust, of money and/or U.S. government securities which will provide money in an amount sufficient without consideration of reinvestment in the opinion of a nationally recognized firm of financial advisers or independent chartered accountants as evidenced by a certificate of officers of Yamana delivered to the trustee and the securities administrator to pay the principal of (and premium, if any) and interest, if any, on the New Notes (hereinafter referred to as a “defeasance”) (except with respect to the authentication, transfer, exchange or replacement of the New Notes or the maintenance of a place of payment and certain other obligations set forth in the indenture). Such trust may only be established if, among other things:

•

we have delivered to the trustee and the securities administrator an opinion of counsel in the United States stating that (i) we have received from, or there has been published by, the United States Internal Revenue Service a ruling, or (ii) since the date of execution of the indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that the holders of the New Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;

•

we have delivered to the trustee and the securities administrator an opinion of counsel in Canada or a ruling from the Canada Revenue Agency to the effect that the holders of the New Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income or other Canadian tax purposes as a result of such defeasance and will be subject to Canadian federal, provincial or territorial income and other Canadian tax on the same amounts, in the same manner and at the same

52

times as would have been the case had such defeasance not occurred (and for the purposes of such opinion, such Canadian counsel will assume that holders of the New Notes include holders who are not resident in Canada);

•

no event of default or event that, with the passing of time or the giving of notice, or both, will constitute an event of default with respect to the New Notes will have occurred and be continuing on the date of such deposit;

•

we are not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit and after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; and other customary conditions precedent are satisfied.

We may exercise our defeasance option notwithstanding our prior exercise of our covenant defeasance option described in the following paragraph if we meet the conditions described in the preceding paragraph at the time we exercise the defeasance option.

The indenture provides that, at our option, unless and until we have exercised our defeasance option described above with respect to the New Notes, we and the guarantors may omit to comply with the covenants described under “— Certain Covenants — Limitation on Liens,” certain aspects of the covenant described under “— Certain Covenants — Consolidation, Amalgamation, Merger and Sale of Assets” and “— Guarantees” and certain other covenants, and such omission will not be deemed to be an event of default under the indenture and the New Notes upon irrevocable deposit with the trustee or the securities administrator, in trust, of money and/or U.S. government securities which will provide money in an amount sufficient without consideration of reinvestment in the opinion of a nationally recognized firm of financial advisers or independent chartered accountants as evidenced by a certificate of officers of Yamana delivered to the trustee and the securities administrator to pay the principal of (and premium, if any) and interest, if any, on the New Notes (hereinafter referred to as “covenant defeasance”). If we exercise our covenant defeasance option, the obligations under the indenture other than with respect to such covenants and the events of default other than with respect to such covenants will remain in full force and effect. Such trust may only be established if, among other things:

•

we have delivered to the trustee and the securities administrator an opinion of counsel in the United States to the effect that the holders of the New Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

•

we have delivered to the trustee and the securities administrator an opinion of counsel in Canada or a ruling from the Canada Revenue Agency to the effect that the holders of the New Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income or other Canadian tax purposes as a result of such covenant defeasance and will be subject to Canadian federal, provincial or territorial income and other Canadian tax on the same amounts, in the same manner and at the same times as would have been the case had such covenant defeasance not occurred (and for the purposes of such opinion, such Canadian counsel will assume that holders of the New Notes include holders who are not resident in Canada);

•

no event of default or event that, with the passing of time or the giving of notice, or both, will constitute an event of default with respect to the New Notes will have occurred and be continuing on the date of such deposit;

•

we are not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit and after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; and other customary conditions precedent are satisfied.

Discharge of the Indenture

We may satisfy and discharge our obligations under the indenture with respect to the New Notes and the related guarantees by delivering to the securities administrator for cancellation all the New Notes or by

53

depositing with the trustee or the securities administrator, as the paying agent, after the New Notes have become due and payable or will become due and payable within one year, whether at stated maturity, on any redemption date or otherwise, cash sufficient to pay all of the New Notes and pay all other sums payable under the indenture by us.

Governing Law

The indenture and the seventh supplemental indenture are, and the New Notes will be, governed by, and construed in accordance with, the laws of the State of New York.

Consent to Service

Under the indenture, the Company and each guarantor that is not organized in the United States has irrevocably appointed C T Corporation System, 28 Liberty Street, New York, New York 10005, as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the indenture or the New Notes or the related guarantees that may be instituted in any federal or New York state court located in the Borough of Manhattan, in The City of New York, or brought by the trustee or the securities administrator (whether in its individual capacity or in its capacity as trustee or securities administrator, as applicable, under the indenture), and will irrevocably submit to the non-exclusive jurisdiction of such courts.

Enforceability of Judgments

We are a corporation amalgamated and existing under and governed by the laws of Canada. All of our and the guarantors’ assets are located outside the United States and certain of our directors and officers and some of the experts named in this prospectus are not residents of the United States and a substantial portion of their respective assets are located outside the United States. As a result, it may be difficult for you to effect service within the United States upon us and upon those directors, officers and experts who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon our civil liability and the civil liability of our directors, officers or experts under the United States federal securities laws. We have been advised by our Canadian counsel, Cassels Brock & Blackwell LLP, that, subject to certain limitations, a judgment of a United States court predicated solely upon civil liability under United States federal securities laws may be enforceable in Canada if the United States court in which the judgment was obtained has a basis for jurisdiction in the matter that would be recognized by a Canadian court for the same purposes. We have also been advised by Cassels Brock & Blackwell LLP, that there is substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon United States federal securities laws. Additionally, there is doubt as to the enforceability in each guarantor’s jurisdiction of organization (other than Canada) against us, the guarantors or against our directors, officers and experts who are not residents of the United States, in original actions or in actions for enforcement of judgments of courts of the United States, of liabilities predicated solely upon U.S. federal or state securities laws.

Book-Entry Procedures for the Global Notes

Except as described below, we will initially issue the New Notes in the form of one or more registered New Notes in global form without coupons. We will deposit each global note on the date of the closing of this exchange offer with, or on behalf of, The Depository Trust Company (“DTC”) in New York, New York, and register the New Notes in the name of DTC or its nominee, or will leave these notes in the custody of the trustee.

DTC Procedures

For your convenience, we are providing you with a description of the operations and procedures of DTC, the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”). These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them.

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We are not responsible for these operations and procedures and urge you to contact the system or its participants directly to discuss these matters.

DTC has advised us that it is a limited-purpose trust company created to hold securities for its participating organizations and to facilitate the clearance and settlement of transactions in those securities between its participants through electronic book-entry changes in the accounts of these participants. These direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. Access to DTC’s system is also indirectly available to other entities that clear through or maintain a direct or indirect custodial relationship with a direct participant. DTC may hold securities beneficially owned by other persons only through its participants and the ownership interests and transfers of ownership interests of these other persons will be recorded only on the records of the participants and not on the records of DTC.

DTC has also advised us that, in accordance with its procedures, upon deposit of the global notes, it will credit the accounts of the direct participants with an interest in the global notes, and it will maintain records of the ownership interests of these direct participants in the global notes and the transfer of ownership interests by and between direct participants.

DTC will not maintain records of the ownership interests of, or the transfer of ownership interests by and between, indirect participants or other owners of beneficial interests in the global notes. Both direct and indirect participants must maintain their own records of ownership interests of, and the transfer of ownership interests by and between, indirect participants and other owners of beneficial interests in the global notes.

Investors in the global notes may hold their interests in the New Notes directly through DTC if they are direct participants in DTC or indirectly through organizations that are direct participants in DTC. Investors in the global notes may also hold their interests in the New Notes through Euroclear and Clearstream if they are direct participants in those systems or indirectly through organizations that are participants in those systems. Euroclear and Clearstream will hold omnibus positions in the global notes on behalf of the Euroclear participants and the Clearstream participants, respectively, through customers’ securities accounts in Euroclear’s and Clearstream’s names on the books of their respective depositories. These depositories, in turn, will hold these positions in their names on the books of DTC. All interests in a global note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of those systems.

The laws of some states require that some persons take physical delivery in definitive certificated form of the securities that they own. This may limit or curtail the ability to transfer beneficial interests in a global note to these persons. Because DTC can act only on behalf of direct participants, which in turn act on behalf of indirect participants and others, the ability of a person having a beneficial interest in a global note to pledge its interest to persons or entities that are not direct participants in DTC or to otherwise take actions in respect of its interest, may be affected by the lack of physical certificates evidencing the interests.

Except as described below, owners of interests in the global notes will not have New Notes registered in their names, will not receive physical delivery of New Notes in certificated form and will not be considered the registered owners or holders of these New Notes under the indenture for any purpose.

Payments with respect to the principal of and interest on any New Notes represented by a global note registered in the name of DTC or its nominee on the applicable record date will be payable by the Securities Administrator to or at the direction of DTC or its nominee in its capacity as the registered holder of the global note representing these notes under the indenture. Under the terms of the indenture, we, the trustee and the securities administrator will treat the persons in whose names the New Notes are registered, including New Notes represented by global notes, as the owners of the New Notes for the purpose of receiving payments and for any and all other purposes whatsoever. Payments in respect of the principal and interest on global notes registered in the name of DTC or its nominee will be payable by the Securities Administrator to DTC or its nominee as the registered holder under the indenture. Consequently, none of Yamana, the securities administrator, the trustee or any of our agents, the trustee’s agents or the securities administrator’s agents has or will have any responsibility or liability for:

(1)

any aspect of DTC’s records or any direct or indirect participant’s records relating to, or payments

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made on account of, beneficial ownership interests in the global notes or for maintaining, supervising or reviewing any of DTC’s records or any direct or indirect participant’s records relating to the beneficial ownership interests in any global note; or

(2)

any other matter relating to the actions and practices of DTC or any of its direct or indirect participants.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the New Notes, including principal and interest, is to credit the accounts of the relevant participants with the payment on the payment date, in amounts proportionate to their respective holdings in the principal amount of beneficial interest in the security as shown on its records, unless it has reason to believe that it will not receive payment on the payment date. Payments by the direct and indirect participants to the beneficial owners of interests in the global note will be governed by standing instructions and customary practice and will be the responsibility of the direct or indirect participants and will not be the responsibility of DTC, the trustee, the securities administrator or us.

Neither we nor the trustee will be liable for any delay by DTC or any direct or indirect participant in identifying the beneficial owners of the New Notes, and both we and the trustee may conclusively rely on, and will be protected in relying on, instructions from DTC or its nominee for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the New Notes.

Transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Cross-market transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised us that it will take any action permitted to be taken by a holder of New Notes only at the direction of one or more participants to whose account DTC has credited the interests in the global notes and only in respect of the portion of the aggregate principal amount of the New Notes as to which the participant or participants has or have given that direction. However, if there is an event of default with respect to the New Notes, DTC reserves the right to exchange the global notes for legended notes in certificated form and to distribute them to its participants.

Although DTC, Euroclear and Clearstream have agreed to these procedures to facilitate transfers of interests in the global notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform these procedures and may discontinue them at any time. None of Yamana, the trustee, the securities administrator or any of our or the trustee’s or securities administrator’s respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their direct or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchanges of Book-Entry Notes for Certificated Notes

A global note will be exchangeable for definitive notes in registered certificated form if:

(1)

DTC notifies us that it is unwilling or unable to continue as depository for the global notes or has ceased to be a clearing agency registered under the Exchange Act and, in each case, we fail to appoint a successor depository within 120 days;

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(2)

we are required by law to exchange global notes for definitive notes and we deliver a written notice to the trustee to such effect; or

(3)

there shall have occurred and be continuing an Event of Default with respect to the New Notes.

In all cases, certificated notes delivered in exchange for any global note or beneficial interests in a global note will be registered in the name, and issued in any approved denominations, requested by or on behalf of DTC, in accordance with its customary procedures.

Exchange of Certificated Notes for Book-Entry Notes

Initial Notes issued in certificated form may be exchanged for beneficial interests in the global note.

Same Day Settlement

We expect that the interests in the global notes will be eligible to trade in DTC’s Same-Day Funds Settlement System. As a result, secondary market trading activity in these interests will settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its participants. We expect that secondary trading in any certificated notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a global note from a participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised us that cash received in Euroclear or Clearstream as a result of sales of interests in a global note by or through a Euroclear or Clearstream participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Payment

Payment of principal, interest and premium, if any, shall be made to the Holders of global notes through DTC in accordance with DTC’s applicable procedures, as described above. Payment of principal, interest and premium, if any, shall be made to Holders of certificated notes by wire transfer of immediately available funds to the accounts specified by the Holders of the certificated notes or, if no such account is specified, by mailing a check to each such Holder’s registered address.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of certain U.S. federal income tax consequences relevant to the exchange of Initial Notes for New Notes pursuant to the exchange offer and the ownership and disposition of the New Notes by certain U.S. Holders, as defined below. This discussion is not a complete analysis or listing of all of the possible tax considerations relating to the New Notes and does not address all tax considerations that might be relevant to you in light of your personal circumstances.

This discussion is limited to U.S. federal income tax considerations applicable to persons that are beneficial owners of the Initial Notes or New Notes and that hold the Initial Notes, and will hold the New Notes, as capital assets (generally, property held for investment purposes) within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This discussion does not address U.S. federal income tax considerations applicable to investors subject to special treatment under the U.S. federal income tax laws, such as: dealers in securities or foreign currency; brokers; traders that mark-to-market their securities; tax-exempt entities; qualified retirement plans, individual retirement accounts and other tax-deferred accounts; banks and other financial institutions; thrifts; insurance companies; persons that hold the Initial Notes and will hold the New Notes as part of a “straddle,” as part of a “hedge” against currency risk, or as part of a “conversion transaction;” U.S. Holders (as defined below) that have a “functional currency” other than the U.S. dollar; regulated investment companies; real estate investment trusts; expatriates and former long-term residents of the United States; U.S. Holders that hold the Initial Notes and will hold New Notes through non-U.S. brokers or other non-U.S. intermediaries; persons subject to the alternative minimum tax; partnerships and other pass-through entities; and investors in pass-through entities that hold the Initial Notes and will hold the New Notes.

This discussion does not describe any tax considerations arising out of the tax laws of any state, local or non-U.S. jurisdiction, or any U.S. federal tax laws other than income tax laws (such as gift or estate tax laws).

If an entity or arrangement that is treated as a partnership or other pass-through entity for U.S. federal income tax purposes is a beneficial owner of the Initial Notes or New Notes, the tax treatment of an equity owner of such entity will generally depend upon the status of such owner and the activities of the entity. If you are an equity owner of a partnership or other pass-through entity for U.S. federal income tax purposes that will acquire the New Notes, you are urged to consult your own tax advisors regarding the U.S. federal income tax considerations relating to the acquisition, ownership, and disposition of the New Notes.

This summary is based upon existing provisions of the Code, final, temporary, and proposed regulations thereunder (“Treasury Regulations”), and current administrative rulings and practice, judicial decisions, and interpretations of the foregoing, all as in effect on the date hereof. All of the foregoing are subject to change or different interpretation, possibly on a retroactive basis, and any such change or different interpretation could affect the continuing validity of this discussion. This discussion is not binding on the U.S. Internal Revenue Service (the “IRS”) and we have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance that the IRS will not take positions that are different from those discussed below or that a U.S. court will not sustain such a challenge.

The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of the Initial Notes or New Notes or a representation of the U.S. federal income tax considerations relevant to any such holder or prospective holder.

YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS CONCERNING THE APPLICATION OF U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR CIRCUMSTANCES AS WELL AS ANY TAX CONSIDERATIONS ARISING UNDER ANY OTHER U.S. FEDERAL TAX LAWS, THE LAWS OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

U.S. Holders

For purposes of the following discussion, a “U.S. Holder” is a beneficial owner of an Initial Note or New Note that is:

•

an individual who is a citizen or resident of the United States, as determined for U.S. federal income tax purposes;

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•

a corporation, or entity treated as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state thereof, or the District of Columbia;

•

an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

•

a trust, if (i) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

The Exchange Offer

Exchanging the Initial Notes for New Notes will not be treated as a taxable exchange for U.S. federal income tax purposes. Consequently, U.S. Holders will not recognize gain or loss upon receipt of the New Notes. A U.S. Holder’s holding period in the New Notes will include its holding period in the Initial Notes and a U.S. Holder’s initial tax basis in the New Notes will equal its adjusted tax basis in the Initial Notes.

Contingent Payments

In certain circumstances (see “Description of the Notes and Guarantees — Payment of Additional Amounts” and “Description of the Notes and Guarantees — Change of Control Repurchase Event”), we may be obligated to pay to you additional amounts in excess of stated interest or principal on the New Notes. It is possible that our obligation to make additional payments on the New Notes could implicate the provisions of Treasury Regulations relating to “contingent payment debt instruments.”

We intend to take the position that the New Notes are not contingent payment debt instruments because, as of the date of issuance, the likelihood of additional payments occurring is remote, or the amount of additional payments is incidental, in each case when determined both independently for each such payment and in aggregate with all other such payments, or because the change in timing of each additional payment is incidental. Our determination that these contingencies are remote or incidental, or both, is binding on you unless you disclose your contrary position in the manner required by applicable Treasury Regulations. Our determination, however, is not binding on the IRS, and if the IRS were to challenge this determination, you might be required to accrue interest income at a higher rate than the stated interest rate on the New Notes and to treat any gain recognized on the sale or other disposition of a New Note as ordinary income rather than capital gain.

The remainder of this disclosure assumes that our determination that the contingencies are remote or incidental, or both, is correct. The Treasury Regulations applicable to contingent payment debt instruments have not been the subject of authoritative interpretation, however, and the scope of the regulations is not certain. You are urged to consult your own tax advisors regarding the possible application of the contingent payment debt instrument rules to the New Notes.

Interest

Interest on your New Note will be taxable to you as ordinary income at the time it is accrued or received, in accordance with your method of accounting for U.S. federal income tax purposes.

For purposes of computing the U.S. foreign tax credit, interest on the New Notes will generally constitute foreign source income and will be considered “good” or “passive” category income. The rules governing the U.S. foreign tax credit are complex, and you are urged to consult your own tax advisors regarding the availability of claiming a U.S. foreign tax credit under your particular circumstances.

Market Discount and Bond Premium

Market Discount

If a U.S. Holder purchased the Initial Notes (which will be exchanged for the New Notes pursuant to the exchange offer) for an amount that is less than their “revised issue price,” the amount of the difference should be treated as market discount for U.S. federal income tax purposes. Any market discount applicable to the

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Initial Notes should carry over to the New Notes received in exchange therefor. The amount of any market discount will be treated as de minimis and disregarded if it is less than one-quarter of one percent of the revised issue price of the Initial Notes, multiplied by the number of complete years to maturity. For this purpose, the “revised issue price” of the Initial Notes equals the issue price of the Initial Notes (without regard to the amortization of any acquisition premium). Although the Code does not expressly so provide, the revised issue price of the Initial Notes is decreased by the amount of any payments previously made on the Initial Notes (other than payments of qualified stated interest).

Under the market discount rules, a U.S. Holder is required to treat any principal payment on, or any gain on the sale, exchange, redemption or other disposition of, the New Notes as ordinary income to the extent of any accrued market discount (on the Initial Notes or the New Notes) that has not previously been included in income. If a U.S. Holder disposes of the New Notes in an otherwise nontaxable transaction (other than certain specified nonrecognition transactions), such U.S. Holder will be required to include any accrued market discount as ordinary income as if such U.S. Holder had sold the New Notes at their then fair market value. In addition, such U.S. Holder may be required to defer, until the maturity of the New Notes or their earlier disposition in a taxable transaction, the deduction of a portion of the interest expense on any indebtedness incurred or continued to purchase or carry the Initial Notes or the New Notes received in exchange therefor.

Market discount accrues ratably during the period from the date on which a U.S. Holder acquired the Initial Notes through the maturity date of the New Notes for which the Initial Notes were exchanged, unless such U.S. Holder makes an irrevocable election to accrue market discount under a constant yield method. A U.S. Holder may elect to include market discount in income currently as it accrues (either ratably or under the constant-yield method), in which case the rule described above regarding deferral of interest deductions will not apply. If a U.S. Holder elects to include market discount in income currently, the U.S. Holder’s adjusted basis in the New Notes will be increased by any market discount included in income. An election to include market discount currently will apply to all market discount obligations a U.S. Holder acquires during or after the first taxable year in which the election is made, and the election may not be revoked without the consent of the IRS.

Bond Premium

If a U.S. Holder purchased the Initial Notes for an amount in excess of their principal amount, the excess will be treated as bond premium. Any bond premium applicable to the Initial Notes should carry over to the New Notes received in exchange therefor. Such U.S. Holder may elect to amortize bond premium over the remaining term of the New Notes on a constant yield method. In such case, the U.S. Holder will reduce the amount required to be included in income each year with respect to interest on such U.S. Holder’s New Notes by the amount of amortizable bond premium allocable to that year. The election, once made, is irrevocable without the consent of the IRS and applies to all taxable bonds held during the taxable year for which the election is made or subsequently acquired. If a U.S. Holder elected to amortize bond premium on the Initial Notes, that election should carry over to the New Notes received in exchange therefor. A U.S. Holder that does not make this election will be required to include in gross income the full amount of interest on the New Notes in accordance with such U.S. Holder’s regular method of tax accounting, and will include the premium in such U.S. Holder’s tax basis for the New Notes for purposes of computing the amount of the U.S. Holder’s gain or loss recognized on the taxable disposition of the New Notes. U.S. Holders are urged to consult their own tax advisors concerning the computation and amortization of any bond premium on the New Notes.

Sale, Exchange, Redemption, Retirement or Other Taxable Disposition of the New Notes

Upon the sale, exchange, redemption, retirement or other taxable disposition of a New Note, you generally will recognize gain or loss in an amount equal to the difference, if any, between (i) the sum of cash plus the fair market value of any property received on such disposition (other than any amount received that is attributable to accrued but unpaid interest not previously included in income, which will be taxable as ordinary interest income), and (ii) your adjusted tax basis in the New Note. As discussed above, your initial tax basis in a New Note will generally be the same as your adjusted tax basis in the Initial Note that you exchanged for the New Note. Any gain or loss recognized on the sale, exchange, redemption, retirement or other taxable disposition of a New Note generally will constitute capital gain or loss and will be long-term capital gain or loss if you have held the New Note for more than one year, including the time for which you held the Initial

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Note that you exchanged for the New Note. Non-corporate U.S. Holders may be entitled to reduced rates of U.S. federal income taxation on net long-term capital gains. The deductibility of capital losses is subject to limitations.

Any gain or loss on the sale, exchange, redemption, retirement or other taxable disposition of a New Note generally will be treated as U.S. source income or loss for U.S. federal income tax purposes and for purposes of computing the U.S. foreign tax credit allowable to you, unless such gain or loss is attributable to an office or other fixed place of business outside of the United States and certain other conditions are met.

Additional Tax on Net Investment Income

Certain U.S. Holders that are individuals, estates and trusts are required to pay a 3.8 percent tax on “net investment income” ​(or in the case of an estate or trust, “undistributed net investment income”), which generally includes, among other things, interest on, and capital gains from the sale or other disposition of the New Notes, subject to certain limitations and exceptions. You are urged to consult your own tax advisor regarding the applicability of this additional tax to your ownership and disposition of the New Notes.

Tax Return Disclosure Requirements

Certain U.S. Holders that hold “specified foreign financial assets” are generally required to attach to their annual returns a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with respect to such assets (and can be subject to substantial penalties for failure to file). The definition of “specified foreign financial assets” includes not only a financial account maintained by a foreign financial institution, such as a financial account in which New Notes are held, but also, if held for investment and not held in an account maintained by a financial institution, any securities issued by a non-U.S. person, such as the New Notes. You may be subject to these reporting requirements with respect to your New Notes or the account in which your New Notes are held unless your New Notes are held in an account at a domestic financial institution. You are urged to consult your own tax advisors regarding the possible reporting requirements with respect to your investment in the New Notes and the penalties for non-compliance.

Information Reporting and Backup Withholding

Payments of interest on a New Note made within the United States (including payments made by wire transfer from outside the United States to an account you maintain in the United States) and payments of the proceeds from the sale, exchange, redemption, retirement or other taxable disposition of a New Note effected at a U.S. office of a broker generally will be subject to information reporting. Backup withholding at a rate of 24% will generally apply if you (a) fail to furnish your correct taxpayer identification number, which, for an individual, is ordinarily his or her social security number (generally on an IRS Form W-9), (b) furnish an incorrect taxpayer identification number, (c) are notified by the IRS that you are subject to backup withholding because you have previously failed to properly report payment of interest or dividends, or (d) fail to certify, under penalty of perjury, that you have furnished your correct taxpayer identification number and that the IRS has not notified you that you are subject to backup withholding. If you are a corporation you may be exempt from information reporting and backup withholding requirements, provided that you establish your exemption by certifying your status on IRS Form W-9 (or a successor form).

Backup withholding is not an additional tax. Any amount withheld under the U.S. backup withholding rules will be allowed as a credit against your U.S. federal income tax liability, if any, or will be refunded to the extent it exceeds such liability, if you furnish required information to the IRS in a timely manner.

THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON YOUR PARTICULAR SITUATION. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSIDERATIONS RELATED TO THE EXCHANGE OF INITIAL NOTES FOR NEW NOTES AS WELL AS THE TAX CONSIDERATIONS ARISING UNDER OTHER U.S. FEDERAL TAX LAWS, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. OR OTHER TAX LAWS.

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CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes the principal Canadian federal income tax considerations generally applicable to a holder of Initial Notes who acquires, as a beneficial owner, New Notes, including entitlement to all payments thereunder, pursuant to this prospectus in exchange for, and evidencing the same continuing indebtedness as, the Initial Notes and who, at all relevant times, for purposes of the Income Tax Act (Canada) and the regulations thereunder (collectively the “Tax Act”), (i) is not, and is not deemed to be, resident in Canada, (ii) deals at arm’s length with Yamana, any guarantor and any transferee resident (or deemed to be resident) in Canada to whom the holder assigns or otherwise transfers a New Note, (iii) is not a, and deals at arm’s length with any, “specified shareholder” of Yamana or a guarantor for purposes of the thin capitalization rules in subsection 18(5) of the Tax Act and (iv) does not use or hold, and is not deemed to use or hold, the New Notes in a business carried on in Canada (a “Holder”). A “specified shareholder” for purposes of the thin capitalization rules generally includes a person who (together with persons not dealing at arm’s length) owns or has the right to acquire or control 25% or more of the shares of Yamana on a votes or fair market value basis. Special rules, which are not discussed in this summary, may apply to a non-resident that is an insurer carrying on business in Canada and elsewhere or an “authorized foreign bank” ​(as defined in the Tax Act).

This summary is based on the current provisions of the Tax Act, the regulations thereunder and the current administrative policies of the Canada Revenue Agency (the “CRA”) published in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”) and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policy or assessing practice whether by legislative, regulatory, administrative or judicial action nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may be different from those discussed herein.

This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular holder. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, prospective holders of New Notes should consult their own tax advisors having regard to their own particular circumstances.

Exchange of Initial Notes for New Notes

The exchange of Initial Notes for New Notes pursuant to the terms set forth in this prospectus should not constitute a disposition and should not give rise to a capital gain or a capital loss for purposes of the Tax Act.

Holding and Disposing of New Notes

No Canadian withholding tax will apply to interest, principal or premium, if any, paid or credited, or deemed to be paid or credited to a Holder by Yamana or to the proceeds received by a Holder on the disposition of a New Note, including on a redemption, payment on maturity, or repurchase.

No other tax on income or gains will be payable by a Holder on interest, principal or premium, if any, in respect of a New Note or on the proceeds received by a Holder on the disposition of a New Note including on a redemption, payment on maturity, or repurchase.

PLAN OF DISTRIBUTION

Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Initial Notes where the Initial Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, until the earlier of the expiration of 180 days after the exchange offer or such time as such broker-dealers no longer own any Initial Notes, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

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We will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of those methods of resale, at market prices prevailing at the time of resale, at prices related to prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any of the New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration date of the exchange offer or such time as the broker-dealers no longer own any Initial Notes, whichever is shorter, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that is entitled to use such documents that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the New Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

EXPERTS

The financial statements of the Company as of and for the years ended December 31, 2020 and 2019, incorporated by reference in this Prospectus and the effectiveness of internal control over financial reporting as of December 31, 2020, have been audited by Deloitte LLP, an independent registered public accounting firm, as stated in their reports, incorporated by reference herein. Such financial statements are incorporated by reference in reliance upon the reports of such firm given their authority as experts in accounting and auditing. Deloitte LLP is independent with respect to the Company within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Securities and Exchange Commission (SEC) and the Public Company Accounting Oversight Board (United States) (PCAOB) and within the meaning of the rules of professional conduct of the Chartered Professional Accountants of Ontario. Our auditors are Deloitte LLP, independent registered public accounting firm, Toronto, Canada.

INTERESTS OF QUALIFIED PERSONS

The technical information relating to our material mineral properties that is included and incorporated by reference in this prospectus was prepared by or under the supervision of the following “qualified persons” (as defined in NI 43-101): Eduardo de Souza Soares, Henry Marsden, Carlos Iturralde, Renan Garcia Lopes, Luis Vasquez, Sébastien Bernier, Sergio Castro, Marco Velásquez Corrales, Pascal Lehouiller, Sylvie Lampron, Guy Gagnon, Nicole Houle, François Bouchard, Dominic Chartier and Dr. Jean-Francois Ravenelle. See “Description of the Business — Material Producing Mines,” “Mineral Projects — Summary of Mineral Reserve and Mineral Resource Estimates” and “Interests of Experts” in the Yamana AIF, which is incorporated by reference in this prospectus.

LEGAL MATTERS

The validity of the New Notes will be passed upon for us by Paul, Weiss, Rifkind, Wharton & Garrison LLP, Toronto, Ontario. Certain legal matters will be passed upon for us by Pinheiro Neto Advogados, in respect of Brazilian law, Urenda Rencoret Orrego y Dörr Abogados, in respect of Chilean law and Heussen B.V., in respect of Dutch law. Certain legal matters relating to Canadian and Ontario law will be passed upon for us by Cassels Brock & Blackwell LLP, Toronto, Ontario.

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DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

The following documents have been filed with the Commission as part of the registration statement of which this prospectus is a part:

•

The documents listed as being incorporated by reference in this prospectus under the heading “Documents Incorporated by Reference”;

•

The organizational documents of the guarantors;

•

The indenture relating to the Notes and the seventh supplemental indenture thereto;

•

The registration rights agreement relating to the Initial Notes;

•

Opinions and consents of counsel;

•

Consents of accountants and auditors of Yamana;

•

Consents of qualified persons of Yamana;

•

Powers of attorney (included on the signature pages of the registration statement);

•

The statement of eligibility of the trustee on Form T-1;

•

The form of letter of transmittal; and

•

The form of notice of guaranteed delivery.

64

FORM F-10

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Indemnification

Under the Canada Business Corporations Act (the “CBCA”), the Registrant may indemnify a present or former director or officer of the Registrant or another individual who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity. The Registrant may not indemnify an individual unless the individual acted honestly and in good faith with a view to the best interests of the Registrant, or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Registrant’s request and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the conduct was lawful (the “Indemnity Conditions”). The indemnification may be made in connection with a derivative action only with court approval. The aforementioned individuals are entitled to indemnification from the Registrant as a matter of right if they were not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done, and they fulfill the Indemnity Conditions. The Registrant may advance moneys to the individual for the costs, charges and expenses of a proceeding; however, the individual shall repay the moneys if the individual does not fulfill the Indemnity Conditions.

The by-laws of the Registrant provide that, subject to the CBCA, the Registrant shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, of another entity against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, administrative, investigative or other action or proceeding to which he or she was involved because of that association with the Registrant or other entity, if he or she acted honestly and in good faith with a view to the best interests of the Registrant, or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Registrant’s request, and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.

The by-laws of the Registrant provide that the Registrant may, subject to the CBCA, purchase and maintain insurance for the benefit of any director, officer, or certain other persons as set out above, against any liability incurred by him or her in his or her capacity as a director or officer of the Registrant or an individual acting in a similar capacity of the Registrant or of another body corporate where he or she acts or acted in that capacity at the Registrant’s request. The Registrant has purchased third party director and officer liability insurance.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

F-10, II-1

EXHIBITS TO FORM F-10

Exhibit No.	​
1.1	Form of Letter of Transmittal (included in Exhibit 99.1 to Form F-4).
1.2	Form of Notice of Guaranteed Delivery (included in Exhibit 99.2 to Form F-4).
3.1	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	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	The Management’s Discussion and Analysis of Yamana for the financial year ended December 31, 2020 (incorporated by reference to Exhibit 99.2 of the Form 40-F).
4.3	The condensed consolidated financial statements of Yamana as at and for the years ended December 31, 2020 and 2019 (incorporated by reference to Exhibit 99.3 of the Form 40-F).
4.4	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	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	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	Consent of Deloitte LLP (included as Exhibit 23.1 to Form F-4).
5.2	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	Consent of Cassels Brock & Blackwell LLP, Canadian counsel to Yamana (included as Exhibit 5.2 to Form F-4).
5.4	Consent of Pinheiro Neto Advogados, Brazil counsel to Jacobina Mineracao e Comercio Ltda. (included as Exhibit 5.3 to Form F-4).
5.5	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	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	Consent of Eduardo de Souza Soares, MAusIMM CP (Min) (included as Exhibit 23.7 to Form F-4).
5.8	Consent of Henry Marsden, P.Geo. (included as Exhibit 23.8 to Form F-4).
5.9	Consent of Carlos Iturralde, P.Eng. (included as Exhibit 23.9 to Form F-4).
5.10	Consent of Renan Garcia Lopes, MAusIMM CP (Geo). (included as Exhibit 23.10 to Form F-4).
5.11	Consent of Luis Vasquez, P.Eng. (included as Exhibit 23.11 to Form F-4).
5.12	Consent of Sébastien Bernier, P. Geo. (included as Exhibit 23.12 to Form F-4).
5.13	Consent of Sergio Castro, Registered Member, Chilean Mining Commission (included as Exhibit 23.13 to Form F-4).

F-10, II-2

Exhibit No.	​
5.14	Consent of Marco Velásquez Corrales, Registered Member, Chilean Mining Commission (included as Exhibit 23.14 to Form F-4).
5.15	Consent of Pascal Lehouiller, P. Geo. (included as Exhibit 23.15 to Form F-4).
5.16	Consent of Sylvie Lampron, Eng. (included as Exhibit 23.16 to Form F-4).
5.17	Consent of Guy Gagnon, Eng. (included as Exhibit 23.17 to Form F-4).
5.18	Consent of Nicole Houle, P.Geo. (included as Exhibit 23.18 to Form F-4).
5.19	Consent of François Bouchard, P.Geo. (included as Exhibit 23.19 to Form F-4).
5.20	Consent of Dominic Chartier, P.Geo. (included as Exhibit 23.20 to Form F-4).
5.21	Consent of Dr. Jean-François Ravenelle, P.Geo. (included as Exhibit 23.21 to Form F-4).
6.1	Powers of Attorney (included on the signature pages of this Registration Statement on Form F-10).
7.1	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	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	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).

F-10, II-3

FORM F-10

PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1.    Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to this Form F-10 or to transactions in said securities.

Item 2.    Consent to Service of Process

(a)

Concurrently with the filing of this Registration Statement on Form F-10, the Registrant has filed with the Commission a written irrevocable consent and power of attorney on Form F-X.

(b)

Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Registration Statement.

F-10, III-1

FORM F-10

SIGNATURES

Pursuant to the requirements of the Securities Act, Yamana Gold Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Toronto, Ontario, Canada on this 12th day of November, 2021.

YAMANA GOLD INC.
By:	/s/ Jason LeBlanc Name: Jason LeBlanc Title: Senior Vice President, Finance and Chief Financial Officer

F-10, III-2

POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jason LeBlanc or Sofia Tsakos, or either of them, his or her true and lawful attorneys-in-fact and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Peter Marrone Peter Marrone	Executive Chairman and Director	November 12, 2021
/s/ Daniel Racine Daniel Racine	President, Chief Executive Officer and Director (Principal Executive Officer)	November 12, 2021
/s/ Jason LeBlanc Jason LeBlanc	Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	November 12, 2021
/s/ John Begeman John Begeman	Director	November 12, 2021
/s/ Christiane Bergevin Christiane Bergevin	Director	November 12, 2021
/s/ Alex J. Davidson Alex J. Davidson	Director	November 12, 2021
/s/ Richard Graff Richard Graff	Director	November 12, 2021
/s/ Kimberly Keating Kimberly Keating	Director	November 12, 2021
/s/ Jane Sadowsky Jane Sadowsky	Director	November 12, 2021
/s/ Dino Titaro Dino Titaro	Director	November 12, 2021

F-10, III-3

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Yamana Gold Inc. in the United States, on this 12th day of November, 2021.

MERIDIAN GOLD COMPANY
By:	/s/ Jason LeBlanc Name: Jason LeBlanc Title: Director

F-10, III-4

FORM F-4

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Brazil

Neither the laws of Brazil nor the bylaws of Jacobina Mineração e Comércio Ltda. (the “Brazilian Company”) or other constitutive documents provide for indemnification of directors or officers. However, the directors and officers of the Brazilian Company are insured under an umbrella insurance policy maintained by Yamana Gold Inc.

Chile

Minera Meridian Limitada and Minera Florida Limitada (the “Chilean Companies”) are limited liability companies incorporated under Chilean law. They are governed by Law 3,918 (Law on Limited Liability Companies) and its amendments, by the applicable regulations of the Civil Code and the Commercial Code and by the bylaws of each Chilean Company. According to the Chilean Companies’ bylaws, the administration and use of the Chilean Company’s name, in each case, is vested in the managing partner who can act through one or more delegates in the terms described therein, and with the limitation set forth in the transitory articles of the bylaws of each company. There are no directors in the current management structure of the Chilean Companies but only delegates. Neither the Chilean Companies’ bylaws, nor Law 3,918 nor the above mentioned Codes contain any provision under which the delegates (or officers) of the Companies are insured or indemnified in any manner against liability they may incur in their capacity as such, however, the delegates and officers of the Chilean Companies are otherwise insured for their actions in such capacities. The Chilean Companies have no indemnification obligations towards the delegates and officers. However, the delegates and officers of the Chilean Companies are insured under an umbrella insurance policy maintained by Yamana Gold Inc.

Netherlands

Under the laws of the Netherlands, Yamana Santa Cruz Holdings B.V. (“Yamana B.V.”) may indemnify a present or former director of Yamana B.V. against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with Yamana B.V. It is generally accepted that a director cannot invoke any rights under the indemnification if and to the extent his actions vis-à-vis Yamana B.V. can be qualified as serious negligence (i.e. in case of mismanagement). The general rule is that a director shall be liable towards Yamana B.V. if he has not properly performed the duties assigned to him. Each director shall be jointly and severally liable vis-à-vis Yamana B.V. in case of mismanagement, unless he proves that taking into account the duties assigned to other directors, there is no serious negligence on his part and that he was not negligent in acting to prevent the consequences of the mismanagement.

An indemnification can be included in a company’s articles of association or in an agreement between an individual director and the company and/or a group company of the company. The by-laws of Yamana B.V. do not contain an indemnification. The directors of Yamana B.V. can only invoke any rights under an indemnification if and to the extent agreed upon between such individual director and Yamana B.V. The relevant agreements entered into between the Registrant and Yamana B.V.’s Dutch resident directors and between Yamana B.V. and its Dutch resident directors provide that the Dutch resident directors and/or its employees shall be fully indemnified and held harmless against any claims by third parties and/or Yamana B.V. for damages incurred as a result of the performance by the directors of their duties and rendering of services pursuant to and in relation to the management agreement unless such damages result from gross negligence (grove schuld/nalatigheid) or willful misconduct (opzet) of the directors. The indemnity granted to the Dutch resident directors and/or its employees (inter alia) includes all damages, losses, taxes, costs, expenses and legal fees, and any interest thereon, that the directors and/or its employees may at any time incur.

F-4, II-1

The Dutch resident directors of Yamana B.V. have purchased a director & officers liability insurance.

Item 21. Exhibits to Form F-4

Exhibit No.	​
3.1	Articles of Association of Jacobina Mineracao e Comercio Ltda.
3.2	Restated Bylaws of Minera Meridian Limitada.
3.3	Restated Bylaws of Minera Florida Limitada.
3.4	Deed of Incorporation and Articles of Association of Yamana Santa Cruz Holdings B.V.
3.5	Trade Register extract of Yamana Santa Cruz Holdings B.V.
4.1	Form of 2.630% Senior Notes due 2031 of Yamana Gold Inc.
4.2	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).
4.3	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.
4.4	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.
5.1	Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, U.S. counsel to Yamana and the guarantors named herein.
5.2	Opinion of Cassels Brock & Blackwell LLP, Canadian counsel to Yamana.
5.3	Opinion of Pinheiro Neto Advogados, Brazil counsel to Jacobina Mineracao e Comercio Ltda.
5.4	Opinion of Urenda, Rencoret, Orrego y Dörr Abogados Limitada, Chile counsel to Minera Meridian Limitada and Minera Florida Limitada.
5.5	Opinion of Heussen B.V., Netherlands counsel to Yamana Santa Cruz Holdings B.V.
8.1	Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to certain tax matters.
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges.
22.1	List of subsidiary guarantors.
23.1	Consent of Deloitte LLP.
23.2	Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP, U.S. counsel to Yamana and the guarantors named herein (included as part of Exhibit 5.1).
23.3	Consent of Cassels Brock & Blackwell LLP, Canadian counsel to Yamana (included as part of Exhibit 5.2).
23.4	Consent of Pinheiro Neto Advogados, Brazil counsel to Jacobina Mineracao e Comercio Ltda. (included as part of Exhibit 5.3).
23.5	Consent of Urenda, Rencoret, Orrego y Dörr Abogados Limitada, Chile counsel to Minera Meridian Limitada and Minera Florida Limitada (included as part of Exhibit 5.4).
23.6	Consent of Heussen B.V., Netherlands counsel to Yamana Santa Cruz Holdings B.V. (included as part of Exhibit 5.5).
23.7	Consent of Eduardo de Souza Soares, MAusIMM CP (Min).
23.8	Consent of Henry Marsden, P.Geo.
23.9	Consent of Carlos Iturralde, P.Eng.
23.10	Consent of Renan Garcia Lopes, MAusIMM CP (Geo).
23.11	Consent of Luis Vasquez, P.Eng.

F-4, II-2

Exhibit No.	​
23.12	Consent of Sébastien Bernier, P. Geo.
23.13	Consent of Sergio Castro, Registered Member, Chilean Mining Commission
23.14	Consent of Marco Velásquez Corrales, Registered Member, Chilean Mining Commission
23.15	Consent of Pascal Lehouiller, P. Geo.
23.16	Consent of Sylvie Lampron, Eng.
23.17	Consent of Guy Gagnon, Eng.
23.18	Consent of Nicole Houle, P.Geo.
23.19	Consent of François Bouchard, P.Geo.
23.20	Consent of Dominic Chartier, P.Geo.
23.21	Consent of Dr. Jean-François Ravenelle, P.Geo.
24.1	Powers of Attorney (included on signature pages to the F-4 Registration Statement).
25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Wilmington Trust, National Association as trustee, on Form T-1.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.

Item 22. Undertakings

(a)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Form F-4 registrants pursuant to the foregoing provisions defined in this part, or otherwise, such registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by such registrants of expenses incurred or paid by a director, officer or controlling person of such registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(b)

The Form F-4 registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of the responding to the request.

(c)

The Form F-4 registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being involved therein, that was not the subject of disclosure included in the registration statement when it became effective.

(d)

The Form F-4 Registrants hereby undertake:

(i)

to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

A.

to include any prospectus required by Section 10(a)(3) of the Securities Act;

B.

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease

F-4, II-3

in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

C.

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(ii)

that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(iii)

to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(iv)

to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements; and

(v)

that, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

F-4, II-4

FORM F-4

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Brazil on this 12th day of November, 2021.

JACOBINA MINERACAO E COMERCIO LTDA.

By:

/s/ Carolina Sampaio Batista

Name: Carolina Sampaio Batista
Title: Officer

By:

/s/ Sergio Marcos Visconti

Name: Sergio Marcos Visconti
Title: Officer

F-4, II-5

POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carolina Sampaio Batista or Sergio Marcos Visconti or either of them, his or her true and lawful attorneys-in-fact and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Carolina Sampaio Batista Carolina Sampaio Batista	Officer	November 12, 2021
/s/ Eduardo Bahia Martins Costa Eduardo Bahia Martins Costa	Officer	November 12, 2021
/s/ Sergio Marcos Visconti Sergio Marcos Visconti	Officer	November 12, 2021

F-4, II-6

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Jacobina Mineração e Comércio Ltda. in the United States, on this 12th day of November, 2021.

MERIDIAN GOLD COMPANY

By:

/s/ Jason LeBlanc

Name:

Jason LeBlanc

Title:

Director

F-4, II-7

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chile on this 12th day of November, 2021.

MINERA MERIDIAN LIMITADA

By:

/s/ Andrés Guzmán

Name:

Andrés Guzmán

Title:

Delegate

By:

/s/ Cristóbal Correa

Name:

Cristóbal Correa

Title:

Delegate

F-4, II-8

POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrés Guzmán or Cristóbal Correa, acting jointly, his or her true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Andrés Guzmán Andrés Guzmán	Delegate / Controller	November 12, 2021
/s/ Cristóbal Correa Cristóbal Correa	Delegate / Principal Executive Officer	November 12, 2021
/s/ Jason Joseph LeBlanc Jason Joseph LeBlanc	Delegate / Principal Financial Officer	November 12, 2021
/s/ Sergio Orrego Sergio Orrego	Delegate	November 12, 2021
/s/ Gonzalo Rencoret Gonzalo Rencoret	Delegate	November 12, 2021
/s/ Miguel Angel Pérez Miguel Angel Pérez	Delegate	November 12, 2021

F-4, II-9

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Minera Meridian Limitada in the United States, on this 12th day of November, 2021.

MERIDIAN GOLD COMPANY

By:

/s/ Jason LeBlanc

Name:

Jason LeBlanc

Title:

Director

F-4, II-10

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chile on this 12th day of November, 2021.

MINERA FLORIDA LIMITADA

By:

/s/ Andrés Guzmán

Name:

Andrés Guzmán

Title:

Delegate

By:

/s/ Cristóbal Correa

Name:

Cristóbal Correa

Title:

Delegate

F-4, II-11

POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrés Guzmán or Cristóbal Correa, acting jointly, his or her true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Andrés Guzmán Andrés Guzmán	Delegate / Controller	November 12, 2021
/s/ Cristóbal Correa Cristóbal Correa	Delegate / Principal Executive Officer	November 12, 2021
/s/ Jason Joseph LeBlanc Jason Joseph LeBlanc	Delegate / Principal Financial Officer	November 12, 2021
/s/ Sergio Orrego Sergio Orrego	Delegate	November 12, 2021
/s/ Gonzalo Rencoret Gonzalo Rencoret	Delegate	November 12, 2021
/s/ Miguel Angel Pérez Miguel Angel Pérez	Delegate	November 12, 2021

F-4, II-12

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Minera Florida Limitada in the United States, on this 12th day of November, 2021.

MERIDIAN GOLD COMPANY

By:

/s/ Jason LeBlanc

Name:

Jason LeBlanc

Title:

Director

F-4, II-13

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on this 12th day of November, 2021.

YAMANA SANTA CRUZ HOLDINGS B.V.

By:

/s/ Jason LeBlanc

Name:

Jason LeBlanc

Title:

director A

By:

/s/ Liselotte Francina Maria Heine

Name:

Liselotte Francina Maria Heine

Title:

director B

By:

/s/ Michiel Friso Alexander van Schijndel

Name:

Michiel Friso Alexander van Schijndel

Title:

director B

F-4, II-14

POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jason LeBlanc, Liselotte Francina Maria Heine or Michiel Friso Alexander van Schijndel or either of them, his or her true and lawful attorneys-in-fact and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jason LeBlanc Jason LeBlanc	Director A (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	November 12, 2021
/s/ Liselotte Francina Maria Heine Liselotte Francina Maria Heine	Director B	November 12, 2021
/s/ Michiel Friso Alexander van Schijndel Michiel Friso Alexander van Schijndel	Director B	November 12, 2021

F-4, II-15

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Yamana Santa Cruz Holdings B.V. in the United States, on this 12th day of November, 2021.

MERIDIAN GOLD COMPANY

By:

/s/ Jason LeBlanc

Name:

Jason LeBlanc

Title:

Director

F-4, II-16

EX-3.1

Exhibit 3.1

 

JACOBINA MINERAÇÃO E COMÉRCIO LTDA.

CNPJ No. 42.463.174/0001-30

NIRE No. 29.201.903.673

– 36^th Amendment and Ratification to the Articles of Association –

(i)YAMANA JACOBINA HOLDINGS B.V., a company organized and existing under the laws of the Netherlands, with its principal place of business at Rapenburgerstraat 179P, 1011VM, Amsterdam, the Netherlands, enrolled with CNPJ under No. 09.358.072/0001-80, herein represented by its attorney-in-fact, Ms. Carolina Sampaio Batista, Brazilian, single, attorney, holder of Identity Card No. 11.371.581 SSP/MG, enrolled in with CPF under No. 061.841.786-95, resident and domiciled at Alameda Oscar Niemeyer, No. 436, Apt 706, Nova Vila da Serra district, Nova Lima/MG, Zip Code 34006-049;

(ii)YAMANA INTERNATIONAL HOLDINGS COÖPERATIE U.A., a company organized and existing under the laws of the Netherlands, with its principal place of business at Rapenburgerstraat 179P, 1011VM, Amsterdam, the Netherlands, enrolled with CNPJ under No. 09.358.074/0001-79, herein represented by its attorney-in-fact, Ms. Carolina Sampaio Batista, qualified above (“Withdrawing Partner”);

in their capacity as quotaholders of JACOBINA MINERAÇÃO E COMÉRCIO LTDA. (“Company”), a private entity, organized as a limited liability company, registered with JUCEB under NIRE 29.201.903.673, enrolled with CNPJ under No. 42.463.174/0001-30, with its principal place of business at Fazenda Itapicuru, no number, Part, Center, Jacobina/BA, Zip Code 44700-000, have resolved, unanimously and in mutual agreement, to amend and ratify the Company’s Articles of Association according to the following clauses and conditions:

SECTION ONE – TRANSFER OF QUOTAS

1.1.       Yamana International Holdings Coöpeatie U.A., qualified above, hereby withdraws from the Company upon the onerous transfer of all of its 9,200,000,268 (nine billion, two hundred million, two hundred and sixty eight) quotas in the Company’s capital stock, worth BRL 92,000,002.68 (ninety two million and two Brazilian reais and eight cents), all fully subscribed for and paid up, free and clear of any liens or encumbrances, to quotaholder Yamana Jacobina Holdings B.V., qualified above, in accordance with the Quota Assignment Agreement entered into by Yamana International Holding Coöperatie U.A. and Yamana Jacobina Holdings B.V. on 1 December 2020 and amended on 27 January 2021 (“Contribution Agreement”).

As a result of the transfer of quotas hereby agreed upon, partner Yamana Jacobina Holdings B.V. now holds 64,343,821,549 (sixty four billion, three hundred and forty-three million, eight hundred and twenty-one thousand, five hundred and forty-nine) quotas, worth an amount of BRL 643,438,215.49 (six hundred and forty-three million, four hundred and thirty-eight thousand, two hundred and fifteen Brazilian reais and forty-nine cents), representing 100% of the Company’s capital stock.

1.1.1       For all legal purposes, the Company hereby resigns from the right of first refusal it is entitled, in accordance with Article 9 of the Company’s Articles of Association.

1.1.2.       Yamana Jacobina Holdings B.V. hereby gives full, complete, general, irrevocable and irreversible release in relation to the quotas herein transferred by Yamana International Holdings Coöperatie U.A.

1.1.3.       Yamana International Holdings Coöperatie U.A. hereby gives full, complete, general, irrevocable and irreversible release in relation to the quotas herein transferred to Yamana Jacobina Holdings B.V.

1.2.       In view of the resolution set out in Item 1.1 above, the main section of Article 5 of the Company’s Articles of association shall henceforth be effective with the following wording:

“Article 5. The Company’s quota capital, fully subscribed for and paid up in Brazilian currency, is six hundred and forty-three million, four hundred and thirty-eight thousand, two hundred and fifteen Brazilian reais and forty-nine cents (BRL 643,438,215.49), divided into sixty-four billion, three hundred and forty-three million, eight hundred and twenty-one thousand, five hundred and forty-nine (64,343,821,549) quotas in the unit par value of one cent (R$ 0.01), all of which held by Yamana Jacobina Holdings B.V.”:

SECTION TWO – CONTINUITY AS A SINGLE-MEMBER COMPANY

2.1.       Yamana Jacobina Holdings B.V. hereby decides to remain as the sole quotaholder of the Company, which shall carry on business as a single-member company in accordance with Article 1,052, § 1 of Law No. 10,406 of 10 January 2002 (Brazilian Civil Code), and Normative Ruling No. 81/2020 of the National Trade Registration Department, as Article 1,033, line IV of the Brazilian Civil Code shall no longer apply to the Company.

2.2.       In view of the aforementioned resolution, the quotaholder resolves to amend the Company’s Articles of Association, which shall henceforth be effective with the following new wording, aimed at adapting the Company’s governance rules to those of a single-member company, which resolutions shall be taken in writing by the quotaholder:

2.2.1.       Article 2 of the Company’s Articles of Association shall have the following new wording:

“Article 2. The Company’s principal place of business is located at Fazenda Itapicuru, no number, Part, Center, Zip Code 44700-000, Jacobina, State of Bahia. It may maintain branches, offices and representative offices elsewhere in Brazil or abroad, by resolution of the quotaholder.”

2.2.2.       Article 5, § 1, of the Company’s Articles of Association shall have the following new wording:

“Paragraph 1. The liability of the quotaholder is limited to the amount of quotas held thereby, pursuant to article 1052 of the Brazilian Civil Code.”

2.2.3.       Article 5, § 2, of the Company’s Articles of Association shall have the following new wording:

“Paragraph 2. The quotaholder is not held vicariously liable for the Company’s obligations.”

2.2.4.       Article 6 of the Company’s Articles of Association shall have the following new wording:

“Article 6. The Company shall be managed by no less than one (1) and no more than seven (7) managers, individuals, who need not be quotaholders but shall be resident and domiciled in Brazil; the managers shall be appointed by the quotaholder’s resolution. The managers shall be vested with the powers necessary to manage and represent the Company, always two of them acting jointly and in strict accordance with the express instructions of the quotaholder.

Paragraph 1. The managers shall be designated by the quotaholder in a written resolution duly filed with the Registry of Companies, which shall serve as sufficient evidence of appointment. The monthly compensation of managers shall be set by resolution of the quotaholder. The quotaholder may establish that no compensation is payable to the managers.

Paragraph 2. The managers shall serve until they are dismissed by resolution of the quotaholder.”

2.2.5.       The main section of Article 7 of the Company’s Articles of Association shall have the following new wording:

“Article 7. The resolutions set out in law or in these Articles of Association shall be taken in writing, by means of a public or private instrument, to be undersigned by the quotaholder or its designated attorney-in-fact.”

2.2.6.       Paragraphs 1, 2 and 3 of Article 7 of the Company’s Articles of Association are hereby suppressed.

2.2.7.       The main section of Article 9 of the Company’s Articles of Association shall have the following new wording:

“Article 9. In case the plurality of quotaholders is reestablished, no quotas may be transferred, assigned, encumbered or otherwise disposed of to third parties, fully or in part, without the prior express consent of the other quotaholders.”

2.2.8.       The main section of Article 11 of the Company’s Articles of Association shall have the following new wording:

“Article 11. The net profits at year-end shall be allocated as determined by the quotaholder.”

2.2.9.       Article 11, § 1, of the Company’s Articles of Association is hereby suppressed.

2.2.10.       In view of the resolution set out in Item 2.2.8 above, Article 7 [sic], § 2, of the Company’s Articles of Association shall be renumbered to “Sole paragraph”, and shall have the following new wording:

“Sole paragraph. The Company may draw up interim balance sheets covering a period shorter than one year, and may also declare and pay interim profits based thereon by resolution of the quotaholder.”

2.2.11.       Article 12 of the Company’s Articles of Association shall have the following new wording:

“Article 12. A petition for judicial or extrajudicial reorganization shall be subject to resolution of the quotaholder, except in urgent cases, when managers may then apply for judicial reorganization upon authorization from the quotaholder.”

2.2.12.       Article 13 of the Company’s Articles of Association shall have the following new wording:

“Article 13. If the Company is wound up or goes into liquidation, the quotaholder or its designee shall act as liquidator. In this case, the Company’s assets shall be used to settle the Company’s obligations and the remaining assets, if any, shall be apportioned to the quotaholder.”

2.2.13.       Article 14 of the Company’s Articles of Association shall have the following new wording:

“Article 14. In case the plurality of quotaholders is reestablished, the withdrawal, extinguishment, death, exclusion, bankruptcy, judicial or extrajudicial reorganization of any quotaholder shall not cause the Company to be wound up; in this case, the Company shall remain in existence with the remaining quotaholders, unless the latter decide to liquidate it, provided that they represent a majority of the Company’s quota capital. The assets of the withdrawing, extinguished, deceased, excluded or bankrupt quotaholder, or of the quotaholder in judicial or extrajudicial reorganization, shall be calculated on the basis of a special balance sheet drawn up by the Company, and shall be paid, whether directly to them or to their respective heirs or successors, within six (6) months of the event, duly updated at the index that better reflects the loss of purchasing power in the Brazilian currency.”

2.2.14.       Article 15 of the Company’s Articles of Association shall have the following new wording:

“Article 15. These Articles of Association may be freely amended, at any time, by resolution of the quotaholder.”

SECTION THREE – RATIFICATION OF THE ARTICLES OF ASSOCIATION

3.       In view of the aforementioned resolutions, the partner has approved to consolidate the Company’s Articles of Association, which shall henceforth be effective with the following new wording:

JACOBINA MINERAÇÃO E COMÉRCIO LTDA.

CNPJ No. 42.463.174/0001-30

NIRE 29.201.903.973

-Ratification of the Articles of Association-

Article 1. The Company shall operate under the name of JACOBINA MINERAÇÃO E COMÉRCIO LTDA.

Article 2. The Company’s principal place of business is located at Fazenda Itapicuru, no number, Part, Center, Zip Code 44700-000, Jacobina, State of Bahia. It may maintain branches, offices and representative offices elsewhere in Brazil or abroad, by resolution of the quotaholder.

Article 3. The Company shall engage in: (a) exploration, prospecting, processing and marketing of mineral ores of any kind; (b) import and export of goods and products in connection with the Company’s core business; (c) economic use of prospecting and mining concessions and authorizations; (d) commercialization of mineral ores of any kind; (e) provision of mineral prospecting services; (f) acquisition and lease of lands intended to satisfy the Company’s needs and objectives, as well as subsoil rights and interests; (g) holding equity interests in other companies, as member, partner or shareholder.

Article 4. The Company is established for an indefinite period.

Article 5. The Company’s quota capital, fully subscribed for and paid up in Brazilian currency, is six hundred and forty-three million, four hundred and thirty-eight thousand, two hundred and fifteen Brazilian reais and forty-nine cents (BRL 643,438,215.49), divided into sixty-four billion, three hundred and forty-three million, eight hundred and twenty-one thousand, five hundred and forty-nine (64,343,821,549) quotas in the unit par value of one cent (R$ 0.01), all of which held by Yamana Jacobina Holdings B.V.

Paragraph 1. The liability of the quotaholder is limited to the amount of quotas held thereby, pursuant to article 1052 of the Brazilian Civil Code.

Paragraph 2. The quotaholder is not held vicariously liable for the Company’s obligations.

Article 6. The Company shall be managed by no less than one (1) and no more than seven (7) managers, individuals, who need not be partners but shall be resident and domiciled in Brazil; the managers shall be appointed by the quotaholder’s resolution. The managers shall be vested with the powers necessary to manage and represent the Company, always two of them acting jointly and in strict accordance with the express instructions of the quotaholder.

Paragraph 1. The managers shall be designated by the quotaholder in a written resolution duly filed with the Register of Companies, which shall serve as sufficient evidence of appointment. The monthly compensation of managers shall be set by resolution of the quotaholder. The quotaholder may establish that no compensation is payable to the managers.

Paragraph 2. The managers shall serve until they are dismissed by resolution of the quotaholder.

Article 7.  The resolutions set out in law or in these Articles of Association shall be taken in writing, by means of a public or private instrument, to be undersigned by the quotaholder or its designated attorney-in-fact.

Article 8. Subject to the provisions in Article 9 of these Articles of Association, the managers, or an attorney-in-fact designated thereby, shall have the requisite powers to take all acts necessary or advisable for the Company’s management; these powers include, among others, those necessary to:

(a) represent the Company in and out of court, as plaintiff or defendant, before third parties, as well as before any government bodies, federal, state or municipal authorities, independent agencies, mixed-capital companies, and instrumentalities;

(b) manage, guide and oversee the Company’s businesses, which includes the sale, exchange or disposal of the Company’s movable or immovable properties in any way, establishing the respective terms, prices and conditions therefor; and

(c) sign any documents, even those entailing a responsibility or obligation for the Company, including deeds, negotiable instruments, checks, contracts of any kind, money orders, and others.

Sole Paragraph Powers of attorney on behalf of the Company shall always be signed by at least two managers; shall expressly state the powers granted; and, except for those granted for judicial purposes, shall be valid for a limited period.

Article 9. In case the plurality of quotaholders is reestablished, no quotas may be transferred, assigned, encumbered or otherwise disposed of to third parties, fully or in part, without the prior express consent of the other quotaholders.

Paragraph 1. The Company in first place, and then the quotaholders ratably to their respective equity interests (if the Company is not willing to acquire them), shall have a right of first refusal to acquire the quotas held by the assigning quotaholder, on equal footing with interested third parties. The assigning quotaholder shall give written notice to the Company and other quotaholders at least sixty (60) days in advance, stating the price, conditions and number of assigned quotas.

Paragraph 2. If the Company does not exercise its right of first refusal within sixty (60) days from said notice, the offered quotas shall be negotiated with the quotaholders that have timely expressed their interest in acquiring them from the assigning quotaholder. If no quotaholder exercises its respective right of first refusal on the stated conditions, the assigning quotaholder shall then be free to sell its quotas to third parties at least for the same price, on the same conditions and in the amounts then offered.

Paragraph 3. Any assignment or transfer of quotas by any quotaholder to a company in which it holds a majority of the voting capital, or to those of its respective controlling entity, shall be free and not covered by the limitations set out in the main section of this article.

Paragraph 4. Any assignment or transfer of quotas in breach of the rules set out in this article shall be null and void as regards the Company.

Paragraph 5. If a defaulting quotaholder fails to pay up its respective quotas in a timely manner, these quotas may be transferred to the other quotaholders or to third parties, and said defaulting quotaholder shall be excluded from the Company with the refund of the amount contributed thereby up to the exclusion date, less deductions prescribed by law.

Article 10. The Company’s fiscal year shall begin on January 1^st and end on December 31^st. A balance sheet and profit and loss statement shall be prepared at the end of each fiscal year and as of the year-end date.

Article 11. The net profits at year-end shall be allocated as determined by the quotaholder.

Sole paragraph. The Company may draw up interim balance sheets covering a period shorter than one year, and may also declare and pay interim profits based thereon by resolution of the quotaholder.

Article 12. A petition for judicial or extrajudicial reorganization shall be subject to resolution of the quotaholder, except in urgent cases, when managers may then apply for judicial reorganization upon authorization from the quotaholder.

Article 13. If the company is wound up or goes into liquidation, the quotaholder or its designee shall act as liquidator. In this case, the Company’s assets shall be used to settle the Company’s obligations and the remaining assets, if any, shall be apportioned to the quotaholder.

Article 14. In case the plurality of quotaholders is reestablished, the withdrawal, extinguishment, death, exclusion, bankruptcy, judicial or extrajudicial reorganization of any quotaholder shall not cause the Company to be wound up; in this case, the Company shall remain in existence with the remaining quotaholders, unless the latter decide to liquidate it, provided that they represent a majority of the Company’s quota capital. The assets of the withdrawing, extinguished, deceased, excluded or bankrupt quotaholder, or of the quotaholder in judicial or extrajudicial reorganization, shall be calculated on the basis of a special balance sheet drawn up by the Company, and shall be paid, whether directly to them or to their respective heirs or successors, within six (6) months of the event, duly updated at the index that better reflects the loss of purchasing power in the Brazilian currency.

Article 15. These Articles of Association may be freely amended, at any time, by resolution of the quotaholder.

Article 16. The rules on joint-stock companies set out in Law 6404/76, as amended by Law 10303/2001, and as further amended from time to time, shall apply in a subsidiary manner to these Articles of Association with regard to any matter over which they have been silent.

Article 17. The courts sitting in the Judicial District of Jacobina, State of Bahia, are hereby elected to resolve any disputes arising from these Articles of Association, to the exclusion of any other courts, however privileged they may be.

IN WITNESS WHEREOF, the parties electronically sign this instrument on 5 March 2021: Yamana Jacobina Holdings B.V. – quotaholder, represented by its attorney-in-fact Ms. Carolina Sampaio Batista; Yamana International Holdings Coöperatie U.A. withdrawing quotaholder, represented by its attorney-in-fact, Ms. Carolina Sampaio Batista; Ms. Carolina Sampaio Batista, manager of the Company; Mr. Sérgio Marcos Visconti, manager of the Company; Mr. Eduardo Bahia Martins Costa, manager of the Company; Rafael Pacheco Vieira, witness; Felipe Fernandes de Castro, witness.

11

EX-3.2

Exhibit 3.2

FREE TRANSLATION

RESTATED BYLAWS

“MINERA MERIDIAN LIMITADA”

(up to November 12, 2021)

FIRST: Partners: Minera Yamana Inc., a company duly constituted and existing under the laws of Ontario, Canada, Tax Identification Number 59.212.940-k and Minera Yamana Chile SpA, a company duly constituted and existing under the laws of Chile, Tax Identification Number 76.487.399-8, for these purposes both domiciled in Cerro Colorado N° 5240, Torre del Parque II, 9th floor, Office A, borough of Las Condes, Santiago, have formed the company Minera Meridian Limitada, which will be governed by the provisions of these bylaws, by the provisions of Law 3.918 and its amendments, and by the pertinent provisions of the Civil and Commercial Codes.

SECOND: The Company’s name shall be MINERA MERIDIAN LIMITADA, being able to use the expression “Minera Meridian Ltda.” for commercial, advertising and other purposes.

THIRD: The domicile of the Company is the city of Santiago, borough of Providencia. However, the Company will be able to open agencies, branches or offices in any other part of the country or abroad.

FOURTH: The purpose of the Company shall be the development of mining activities, including the exploration and exploitation of mining sites, either for themselves or on behalf of third parties, as well as the investment in all kind of equity rights and shares of companies that develop mining activities, the marketing of minerals, and in general, any others activities related to mining.

FIFTH: The capital of the Company shall be US$106,520,701.00, fully paid and contributed by the partners in the following proportions: a) Minera Yamana Chile SpA, the equivalent to 99.9% of the Company´s capital; and b) Minera Yamana Inc., the equivalent to 0.1% of the Company´s capital.

1

SIXTH: The liability of the partners is limited to the amount of their contributions.

SEVENTH: The use of the Company name and the Company’s management shall correspond to the partner Minera Yamana Chile SpA, who shall act for this purpose through one or more delegates, who may act separately, appointed by a public deed, noted on the margin of the Company’s registration in the Registry of Commerce, moment from which the delegation shall be effective vis a vis third parties. Notwithstanding the appointment of one or more delegates, Minera Yamana Chile SpA may always act as an administrator and representative of the Company, through its own representatives or attorneys.

Unless it is expressly restricted in the appointment deed, the administrator Minera Yamana Chile SpA as well as its delegate(s), shall have full authority of administration and disposal to carry out, on behalf of the Company, any matter, business, action, transaction, appearance, lawsuit, act or contract which relates or not with the Company´s purpose, circumstance which shall not be evidenced vis a vis third parties.

As an example, it is left on record that the managing powers include, among others, the following:

a) To appoint and remove the Company´s General Manager and the other workers of the Company; to set and amend the workers payroll, their remunerations and duties;

b) To agree and amend the general regulations that will govern the Company´s operations and to issue and amend its internal regulations;

2

c) Form, acquire, buy and transfer exploration and exploitation mining concessions, submit pedimentos and manifestaciones [mining claims requests], carry out measurement surveys and execute any other kind of mining agreements, with no limitations, as well as to execute any other act or agreement related to the development of the business included in the Company’s purpose;

d) To purchase and acquire under any title real estate or personal property, whether tangible or intangible, to sell them and dispose of them under any title and to encumber them with easements, mortgages or pledges of any kind;

e) To enter into rental, services, construction, transportation, freight, employment, insurance and any other type of contracts; to amend such contracts and terminate them in any manner;

f) To collect and receive any amounts owed to the Company and to grant receipts, cancellations and releases;

g) To obtain loans with or without interests as mutuum, promissory notes, advances against approval, overdraws, credits in checking accounts or in any other manner; place and withdraw deposits of money, goods, or sight and term securities; open, close and manage bank or commercial checking accounts, learn about their transactions, approve their balances, obtain checkbooks, draw and overdraw on such accounts; draw, accept, reaccept, revalidate, endorse, discount and object checks, bills of exchange, promissory notes and other commercial documents; place and cancel bank guarantees (boletas de garantía), withdraw securities held in deposit and lease safety boxes;

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h) To enter into foreign trade and foreign exchange transactions with the following powers: to submit and execute import and export registration documents; to equip private storages or duty free warehouses; to authorize bank charges for foreign trade and foreign exchange operations; to withdraw and endorse bills of lading and other documents; to request the drawing of checks and other documents in foreign currency and, in general, to carry out foreign trade and foreign exchange operations which directly or indirectly relates with its purpose;

i) To represent the Company before any authority or entity of any nature whatsoever, of a mining, administrative, municipal, customs, tax, environmental, treasury, labor, social security, water nature, the Central Bank of Chile, the Chilean Commission of Copper and any other, and to submit before them all kind of requests, provide information and exercise all rights that may apply;

j) To represent the Company in and out of courts with the powers set forth in both paragraphs of Article 7 of the Civil Procedure Code, especially with the power to waive the legal action filed in lower courts, to accept the legal action filed by the other party; to answer interrogatories; to waive remedies or deadlines fixed by law; to reach settlements and commitments; grant arbitrators powers to act as mixed arbitrators (árbitro arbitrador); to approve agreements and to collect;

k) To form civil or commercial companies of any nature, associations, joint ventures, or any type of associations, and to amend, dissolve and terminate those companies it is a party to; to represent the Company in shareholders or partners meetings; and

l) To grant general and special powers of attorney and to delegate its powers partially.

EIGHT: The Company may contract with any of the partners.

NINTH: The partners agree to distribute the profits and losses pro rata to their contributions. As of December 31 of each year, the Company shall prepare a general balance sheet. The financial statements shall be subject to the partners’ approval. The profits shall be distributed in the opportunity that the partners mutually agree upon.

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TENTH: The duration of the Company shall be 10 years as from February 6th, 2002, term that is understood to be extended automatically for successive periods of 5 years if none of the partners expresses its desire to terminate it at the end of the term in force by then, by means of a declaration made by public deed at least six months in advance to the expiration of the original term or the applicable renewal, and noted in the margin of the registration of the Company´s excerpt, in the Registry of Commerce of the relevant Real Estate Registry.

ELEVENTH: The liquidation of the Company and the division of the common assets shall be made by mutually agreement of the partners, and if the partners fail to reach an agreement, the liquidation shall be made by the arbitrator appointed thereupon.

TWELFTH: Any difficulties that may arise between the partners which relate to the validity, nullity, termination, performance, application, term, compliance, interpretation of this contract or to any other matter arising between the partners related to the liquidation of the Company, shall be resolved in sole instance by an arbitrator, who shall act summarily without the form of a lawsuit, and his decisions shall not be subject to further remedies which the parties waive herein, including the queja and casación. By mutual agreement the partners shall appoint an arbitrator with domicile in Santiago, who shall act as a mixed arbitrator (árbitro arbitrador). If the parties fail to reach an agreement, each one of them shall appoint an arbitrator, who shall jointly appoint a third arbitrator to resolve the matter.

THIRTHEENTH: For all legal purposes arising out of this agreement, the parties fix their domicile in Santiago, Chile.

5

EX-3.3

Exhibit 3.3

FREE TRANSLATION

RESTATED BYLAWS

“MINERA FLORIDA LIMITADA”

(up to November 12, 2021)

FIRST: A limited liability company is constituted between Minera Yamana Chile SpA and Minera Yamana Inc. The Company shall be governed by these bylaws, by the provisions of Lay N° 3,918 and its amendments and by the pertinent provisions of the Civil Code and Code of Commerce.

SECOND: The Company’s name shall be MINERA FLORIDA LIMITADA, being able to use the expression “Minera Florida Ltda.” for commercial, advertising and other purposes.

THIRD: The domicile of the Company is the borough of Alhué, Metropolitan Region. However, the Company will be able to open agencies, branches or offices in any other part of the country or abroad.

FOURTH: The purpose of the Company shall be the development of mining activities, including the exploration and exploitation of mining sites, either for themselves or on behalf of third parties, as well as the investment in all kind of equity rights and shares of companies that develop mining activities, the marketing of minerals, and in general, any others activities related to mining, as well as the development of all kinds of agricultural activities, either on their own account or on behalf of others, including participation in companies that develop agricultural activities.

FIFTH: The capital of the Company is the amount of US$240,000,903.65, fully paid and contributed by the partners in the following proportions: a) Minera Yamana Chile SpA has contributed the amount of US$239,870,903.65, equivalent approximately to 99.946% of the Company´s capital; and b) Minera Yamana Inc., has contributed the amount of US$130,000.00, equivalent approximately to 0.054% of the Company´s capital.

The capital is fully contributed and paid.

1

SIXTH: The liability of the partners is limited to the amount of their contributions.

SEVENTH: The use of the Company name and the Company’s management shall correspond to the partner Minera Yamana Chile SpA, who shall act for this purpose through one or more delegates, who may act separately, appointed by a public deed, noted on the margin of the Company’s registration in the Registry of Commerce, moment from which the delegation shall be effective vis a vis third parties. Notwithstanding the appointment of one or more delegates, Minera Yamana Chile SpA may always act as an administrator and representative of the Company, through its own representatives or attorneys.

Unless it is expressly restricted in the appointment deed, the administrator Minera Yamana Chile SpA as well as its delegate(s), shall have full authority of administration and disposal to carry out, on behalf of the Company, any matter, business, action, transaction, appearance, lawsuit, act or contract which relates or not with the Company´s purpose, circumstance which shall not be evidenced vis a vis third parties.

As an example, it is left on record that the managing powers include, among others, the following:

a) To appoint and remove the Company´s General Manager and the other workers of the Company; to set and amend the workers payroll, their remunerations and duties;

b) To agree and amend the general regulations that will govern the Company´s operations and to issue and amend its internal regulations;

c) Form, acquire, buy and transfer exploration and exploitation mining concessions, submit pedimentos and manifestaciones [mining claims requests], carry out measurement surveys and execute any other kind of mining agreements, with no limitations, as well as to execute any other act or agreement related to the development of the business included in the Company’s purpose;

2

d) To purchase and acquire under any title real estate or personal property, whether tangible or intangible, to sell them and dispose of them under any title and to encumber them with easements, mortgages or pledges of any kind;

e) To enter into rental, services, construction, transportation, freight, employment, insurance and any other type of contracts; to amend such contracts and terminate them in any manner;

f) To collect and receive any amounts owed to the Company and to grant receipts, cancellations and releases;

g) To obtain loans with or without interests as mutuum, promissory notes, advances against approval, overdraws, credits in checking accounts or in any other manner; place and withdraw deposits of money, goods, or sight and term securities; open, close and manage bank or commercial checking accounts, learn about their transactions, approve their balances, obtain checkbooks, draw and overdraw on such accounts; draw, accept, reaccept, revalidate, endorse, discount and object checks, bills of exchange, promissory notes and other commercial documents; place and cancel bank guarantees (boletas de garantía), withdraw securities held in deposit and lease safety boxes;

h) To enter into foreign trade and foreign exchange transactions with the following powers: to submit and execute import and export registration documents; to equip private storages or duty free warehouses; to authorize bank charges for foreign trade and foreign exchange operations; to withdraw and endorse bills of lading and other documents; to request the drawing of checks and other documents in foreign currency and, in general, to carry out foreign trade and foreign exchange operations which directly or indirectly relates with its purpose;

i) To represent the Company before any authority or entity of any nature whatsoever, of a mining, administrative, municipal, customs, tax, environmental, treasury, labor, social security, water nature, the Central Bank of Chile, the Chilean Commission of Copper and any other, and to submit to them all kinds of requests, provide information and exercise all rights that may apply;

j) To represent the Company in and out of courts with the powers set forth in both paragraphs of Article 7 of the Civil Procedure Code, especially with the power to waive the legal action filed in lower courts, to accept the legal action filed by the other party; to answer interrogatories; to waive remedies or deadlines fixed by law; to reach settlements and commitments; grant arbitrators powers to act as mixed arbitrators (árbitro arbitrador); to approve agreements and to collect;

k) To form civil or commercial companies of any nature, associations, joint ventures, or any type of associations, and to amend, dissolve and terminate those companies it is a party to; to represent the Company in shareholders or partners meetings; and

l) To grant general and special powers of attorney and to delegate its powers partially.

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EIGHT: The Company may contract with any of the partners.

NINTH: The partners agree to distribute the profits and losses pro rata to their contributions. As of December 31 of each year, the Company shall prepare a general balance sheet. The financial statements shall be subject to the partners’ approval. The profits shall be distributed in the opportunity that the partners mutually agree upon.

TENTH: The duration of the Company shall be 20 years as from July 12th, 2006, term that is understood to be extended automatically for successive periods of 5 years if none of the partners expresses its desire to terminate it at the end of the term in force by then, by means of a declaration made by public deed noted in the margin of the registration of the Company´s excerpt, in the Registry of Commerce of the relevant Real Estate Registry at least six months in advance to the expiration of the original term or the applicable renewal.

ELEVENTH: The liquidation of the Company and the division of the common assets shall be made by mutually agreement of the partners, and if the partners fail to reach an agreement, the liquidation shall be made by the arbitrator appointed thereupon.

TWELFTH: Any difficulties that may arise between the partners which relate to the validity, nullity, termination, performance, application, term, compliance, interpretation of this contract or to any other matter arising between the partners related to the liquidation of the Company, shall be resolved in sole instance by an arbitrator, who shall act summarily without the form of a lawsuit, and his decisions shall not be subject to further remedies which the parties waive herein, including the casación and queja. By mutual agreement the partners shall appoint an arbitrator with domicile in Santiago, who shall act as a mixed arbitrator (árbitro arbitrador). If the parties fail to reach an agreement, each one of them shall appoint an arbitrator, who shall jointly appoint a third arbitrator to resolve the matter.

THIRTHEENTH: For all legal purposes arising out of this agreement, the parties fix their domicile in Santiago, Chile.

4

EX-3.4

Exhibit 3.4

TRUE COPY

of the

Deed of Incorporation

of

Yamana Santa Cruz Holdings B.V.

with registered seat at Amsterdam,

executed on 4 October 2013

before a deputy of mr. J.L.F.J. Verasdonck,

civil law notary at Amsterdam.

(Including English translation)

Step 1/ N2012-2246

OPRICHTING BESLOTEN VENNOOTSCHAP

(Yamana Santa Cruz Holdings B.V.)

Op vier oktober tweeduizend dertien is voor mij, mr. Mariëtte Bonny Margaretha Gitsels, als   waarnemer voor mr. Jacobus Leonardus Frederik Joseph Verasdonck, notaris te Amsterdam,   verschenen:

mr. Peggy den Hartigh, geboren te Amsterdam op tien juli negentienhonderd negenenzeventig, met kantooradres De Entree 139-141, 1101 HE Amsterdam, te dezen handelend als schriftelijk gevolmachtigde van:  

Yamana International Holdings Coöperatie U.A., een coöperatie, statutair gevestigd te   Amsterdam en met adres Prins Bernhardplein 200, 1097 JB Amsterdam, hierna te noemen:   “Oprichter”.  

De comparant, handelend als gemeld, heeft verklaard een besloten vennootschap met beperkte aansprakelijkheid op te richten met de volgende statuten:  

HOOFDSTUK I.  

Definities. 

Artikel 1. 

In de statuten wordt verstaan onder: 

a. aandeel: een aandeel in het kapitaal van de vennootschap 

b. aandeelhouder: een houder van één (1) of meer aandelen; 

c. accountant: een registeraccountant of een andere accountant als bedoeld in artikel 2:393 BW dan wel een organisatie waarin zodanige accountants samenwerken; 

d. algemene vergadering: het orgaan dat gevormd wordt door aandeelhouders en de overige vergadergerechtigden dan wel de bijeenkomst waarin de aandeelhouders en de overige vergadergerechtigden vergaderen; 

e. BW: het Burgerlijk Wetboek; 

f. directeur: een lid van de directie; 

g. directie: het bestuur van de vennootschap; 

h. dochtermaatschappij: een dochtermaatschappij als bedoeld in artikel 2:24a BW; 

i. jaarrekening: de jaarrekening als bedoeld in artikel 2:361 BW; 

j. jaarvergadering: de algemene vergadering, bestemd tot de behandeling en vaststelling van de jaarrekening; 

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k. schriftelijk: bij brief, telefax, e-mail of ander via gangbare communicatiekanalen overgebrachte boodschap die op schrift of langs elektronische weg kan worden ontvangen; 

l. vennootschap: de vennootschap waarvan de interne organisatie wordt beheerst door deze statuten; 

m. vergaderrecht: het recht om, in persoon of bij schriftelijke gevolmachtigde, de  algemene vergadering bij te wonen en daar het woord te voeren; 

n. vergadergerechtigden: aandeelhouders, alsmede overige (rechts)personen als  bedoeld in artikel 11 lid 3 van deze statuten. 

Tenzij anders blijkt of kennelijk anders is bedoeld omvat een verwijzing naar een begrip of woord in het enkelvoud een verwijzing naar de meervoudsvorm van dit begrip of woord en vice versa.

HOOFDSTUK II. 

Naam, zetel, doel.

Artikel 2. Naam en zetel.

1. De vennootschap draagt de naam: Yamana Santa Cruz Holdings B.V. 

2. Zij heeft haar zetel te Amsterdam.  

Artikel 3. Doel.

De vennootschap heeft ten doel:

a. het oprichten van, het op enigerlei wijze deelnemen in, het besturen van en het toezicht houden op ondernemingen en vennootschappen; 

b. het financieren van ondernemingen en vennootschappen; 

c. het lenen, uitlenen en bijeenbrengen van gelden daaronder begrepen, het uitgeven van obligaties, schuldbrieven of andere waardepapieren, alsmede het aangaan van daarmee samenhangende overeenkomsten; 

d. het zekerheid stellen of zich hoofdelijk naast of voor anderen verbinden; 

e. het verstrekken van adviezen en het verlenen van diensten aan ondernemingen en vennootschappen waarmee de vennootschap in een groep is verbonden en aan derden; 

f. het verstrekken van garanties, het verbinden van de vennootschap en het bezwaren van activa van de vennootschap ten behoeve van ondernemingen en vennootschappen waarmee de vennootschap in een groep is verbonden en ten behoeve van derden; 

g. het verkrijgen, beheren, exploiteren en vervreemden van registergoederen en van vermogenswaarden in het algemeen; 

h. het verhandelen van valuta, effecten en vermogenswaarden in het algemeen; 

i. het exploiteren en verhandelen van patenten, merkrechten, vergunningen, know how, licenties en andere industriële eigendomsrechten; 

j. het verrichten van alle soorten industriële, financiële en commerciële activiteiten; en al hetgeen met vorenstaande verband houdt of daartoe bevorderlijk kan zijn, alles in de ruimste zin van het woord. 

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HOOFDSTUK III.  

Kapitaal. Soort aandelen. 

Artikel 4. Kapitaal.

Het kapitaal van de vennootschap bestaat uit één (1) of meer gewone aandelen van één honderd euro (EUR 100) elk.

Artikel 5. Aandelen op naam. Aandeelbewijzen. 

1. Alle aandelen luiden op naam en zijn doorlopend genummerd van 1 af. 

2. Er worden geen aandeelbewijzen uitgegeven.

HOOFDSTUK IV.  

Uitgifte van aandelen. Eigen aandelen. Kapitaalverminderinq. 

Artikel 6. Uitgifte van aandelen. 

1. De algemene vergadering besluit tot uitgifte van aandelen, daaronder mede begrepen het verlenen van rechten tot het nemen van aandelen, en stelt de koers en de verdere voorwaarden van uitgifte vast. 

2. De vennootschap kan bij uitgifte van aandelen geen eigen aandelen nemen. 

3. Voor de uitgifte van aandelen is voorts vereist een daartoe bestemde ten overstaan van een in Nederland standplaats hebbende notaris verleden akte waarbij de betrokkenen partij zijn. 

Artikel 7. Voorkeursrecht. 

Bij de uitgifte van aandelen en het verlenen van rechten tot het nemen van aandelen heeft een aandeelhouder geen voorkeursrecht. 

Artikel 8. Storting op aandelen. 

1. Bij het nemen van het aandeel moet daarop het nominale bedrag worden gestort. Bedongen kan worden dat het nominate bedrag of een deel daarvan eerst behoeft te worden gestort na verloop van een bepaalde tijd of nadat de vennootschap het zal hebben opgevraagd. 

2. Stortingen moeten in geld geschieden voor zover niet een andere inbreng is overeengekomen. 

3. Stortingen in een andere geldeenheid dan die waarin het nominale bedrag van de aandelen luidt, kan slechts geschieden met toestemming van de vennootschap. 

Artikel 9. Verkrijging en vervreemding van eigen aandelen. 

1. De directie beslist over de verkrijging van aandelen in het kapitaal van de vennootschap. Verkrijging door de vennootschap van niet volgestorte aandelen in haar kapitaal is nietig. 

2. De vennootschap mag, behalve om niet, geen volgestorte aandelen verkrijgen indien: 

a. het vermogen, verminderd met de verkrijgingsprijs, kleiner is dan de reserves die krachtens de wet moeten worden aangehouden; of  

b. de directie weet of redelijkerwijs behoort te voorzien dat de vennootschap na de verkrijging niet zal kunnen blijven voortgaan met het betalen van haar opeisbare schulden. 

3. De vorige leden gelden niet voor aandelen die de vennootschap onder algemene titel verkrijgt. 

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4. Vervreemding van door de vennootschap gehouden eigen aandelen geschiedt ingevolge een besluit van en op voorwaarden vast te stellen door de algemene vergadering. Op de vervreemding van eigen aandelen door de vennootschap is het bepaalde in de blokkeringsregeling opgenomen in deze statuten van toepassing. 

5. Onder het begrip aandelen in dit artikel zijn certificaten daarvan begrepen. 

Artikel 10. Kapitaalvermindering. 

1. De algemene vergadering kan besluiten tot vermindering van het geplaatste kapitaal door intrekking van aandelen of door het bedrag van aandelen bij statutenwijziging te verminderen. 

2. Kapitaalsvermindering dient te geschieden met inachtneming van de daarvoor geldende wettelijke bepalingen. 

3. Een besluit tot vermindering van het geplaatste kapitaal met terugbetaling op de aandelen heeft geen gevolgen zolang de directie geen goedkeuring heeft verleend. De directie weigert slechts de goedkeuring indien het weet of redelijkerwijs behoort te voorzien dat de vennootschap na terugbetaling op de aandelen niet zal kunnen blijven voortgaan met het betalen van haar opeisbare schulden. 

HOOFDSTUK V. 

Beperkte rechten. Certificaten. Levering van aandelen en beperkte rechten. 

Artikel 11. Vruchtgebruik. Pandrecht. 

1. Op aandelen kan vruchtgebruik of pandrecht worden gevestigd. 

2. Bij vestiging van een vruchtgebruik of een pandrecht op een aandeel kan het stemrecht, met inachtneming van de wettelijke bepalingen, aan de vruchtgebruiker of de pandhouder worden toegekend. 

3. De aandeelhouder die vanwege een vruchtgebruik of een pandrecht geen stemrecht heeft en de vruchtgebruiker of pandhouder die stemrecht heeft, hebben vergaderrechten. De vruchtgebruiker of pandhouder die geen stemrecht heeft, heeft vergaderrecht, indien bij vestiging of overdracht van het vruchtgebruik of pandrecht niet anders is bepaald. 

Artikel 12. Certificaten. 

Aan houders van certificaten van aandelen kunnen geen vergaderrechten worden toegekend. 

Artikel 13. Levering van aandelen en beperkte rechten. Aandeelhoudersrechten. 

1. Voor de levering van een aandeel of de levering van een beperkt recht daarop is vereist een daartoe bestemde ten overstaan van een in Nederland standplaats hebbende notaris verleden akte waarbij de betrokkenen partij zijn.

2. Behoudens in het geval dat de vennootschap zelf bij de rechtshandeling partij is, kunnen de aan het aandeel verbonden rechten eerst worden uitgeoefend nadat de vennootschap de rechtshandeling heeft erkend of de akte aan haar is betekend overeenkomstig het in de wet daaromtrent bepaalde, dan wel de vennootschap deze  overdracht heeft erkend door inschrijving in het register van aandeelhouders.

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HOOFDSTUK VI.

Blokkeringsregeling.

Artikel 14. 

De overdracht van aandelen is niet beperkt in de zin van artikel 2:195 BW.

HOOFDSTUK VII. 

Register van aandeelhouders. 

Artikel 15. 

1. De directie houdt een register waarin de namen en adressen van alle aandeelhouders zijn opgenomen, met vermelding van de datum waarop zij de aandelen hebben verkregen, de datum van de erkenning of betekening, alsmede met vermelding van het op ieder aandeel gestorte bedrag en voor zover van toepassing, de overige gegevens bedoeld in artikel 2:194 BW. 

2. In het register worden tevens opgenomen de namen en adressen van hen die een recht van vruchtgebruik of pandrecht op aandelen hebben, met vermelding van de datum waarop zij het recht hebben verkregen, de datum van erkenning of betekening, alsmede met vermelding welke aan de aandelen verbonden rechten hun toekomen. 

3. ledere aandeelhouder, iedere vruchtgebruiker en iedere pandhouder verschaffen aan de directie tijdig de overige nodige gegevens. 

4. Het register wordt regelmatig bijgehouden. 

5. De directie legt het register ten kantore van de vennootschap ter inzage van de vergadergerechtigden. 

HOOFDSTUK VIII. 

Bestuur. 

Artikel 16. Directie. 

1. De directie bestaat uit één (1) of meer directeuren A en één (1) of meer directeuren B. Zowel natuurlijke personen als rechtspersonen kunnen directeur zijn.

2. De algemene vergadering bepaalt het aantal directeuren.

Artikel 17. Benoeming, schorsing en ontslag. 

1. De directeuren worden benoemd door de algemene vergadering.

2. ledere directeur kan te allen tijde door de algemene vergadering worden geschorst en ontslagen. 

Artikel 18. Bezoldiging. 

De bezoldiging en de verdere arbeidsvoorwaarden van iedere directeur worden vastgesteld door de algemene vergadering.

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Artikel 19. Bestuurstaak. Besluitvorming. Taakverdeling. 

1. Behoudens de beperkingen volgens de statuten is de directie belast met het besturen van de vennootschap. Bij de vervulling van hun taak richten de directeuren zich naar het belang van de vennootschap en de met haar verbonden ondememing. 

2. De directie vergadert zo dikwijls een directeur het verlangt. 

3. Alle besluiten van de directie worden genomen met volstrekte meerderheid van de geldig uitgebrachte stemmen. Bij staking van stemmen beslist de algemene vergadering. 

4. Indien een directeur direct of indirect een persoonlijk tegenstrijdig belang heeft met de vennootschap neemt hij geen deel aan de beraadslaging en besluitvorming terzake binnen het bestuur. Indien hierdoor geen bestuursbesluit kan worden genomen, wordt het besluit genomen door de algemene vergadering. 

5. De directie kan ook buiten vergadering besluiten nemen, mits dit schriftelijk geschiedt met algemene stemmen van alle in functie zijnde directeuren. 

6. De directie kan, met inachtneming van deze statuten, een reglement vaststellen waarin aangelegenheden haar intern betreffende worden geregeld. Voorts kunnen de directeuren, al dan niet bij reglement, hun werkzaamheden onderling verdelen. 

7. De directie is gehouden de aanwijzingen van de algemene vergadering op te volgen, tenzij de aanwijzingen in strijd zijn met het belang van de vennootschap en de met haar verbonden onderneming. 

Artikel 20. Goedkeuring van besluiten van de directie. 

1. De algemene vergadering is bevoegd besluiten van de directie aan haar goedkeuring te onderwerpen. Deze besluiten dienen duidelijk omschreven te worden en schriftelijk aan de directie medegedeeld te worden. 

2. Het ontbreken van een goedkeuring als bedoeld in lid 1 van dit artikel tast de vertegenwoordigingsbevoegdheid van de directie of directeuren niet aan. 

Artikel 21. Ontstentenis of belet. 

1. In geval van ontstentenis of belet van een directeur zijn de andere directeuren tijdelijk met het bestuur van de vennootschap belast, mits nog ten aanzien van ten minste één (1) directeur A en één (1) directeur B geen sprake is van ontstentenis of belet 

2. In geval van ontstentenis of belet van alle directeuren of van de enige directeur van een bepaalde soort, A of B, is de persoon die daartoe door de algemene vergadering wordt aangewezen, tezamen met de directeur of directeuren van de andere soort, of tezamen met de tijdelijk bestuurder van de andere soort, tijdelijk met het bestuur van de vennootschap belast. Ingeval van ontstentenis van alle directeuren neemt de in de vorige zin bedoelde persoon zo spoedig mogelijk de nodige maatregelen teneinde een definitieve voorziening te doen treffen. 

3. Onder belet wordt ten deze verstaan:

a. schorsing;

b. ziekte; 

c. onbereikbaarheid, 

waarbij in de gevallen bedoeld onder sub (b) en (c) gedurende een termijn van (5) dagen niet de mogelijkheid van contact tussen de directeur en de vennootschap heeft bestaan, tenzij de algemene vergadering in een voorkomend geval een andere termijn  vaststelt.

Artikel 22. Vertegenwoordiging. 

1. De directie is bevoegd de vennootschap te vertegenwoordigen. De bevoegdheid tot vertegenwoordiging komt mede aan één (1) directeur A en één (1) directeur B gezamenlijk handelend toe. 

2. De directie kan function a rissen met aigemene of beperkte vertegenwoordigingsbevoegdheid aanstellen. Elk hunner vertegenwoordigt de vennootschap met inachtneming van de begrenzing aan zijn bevoegdheid gesteld. Hun titulatuur wordt door de directie bepaald. 

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HOOFDSTUK IX.

Jaarrekening. Winst.

Artikel 23. Boekjaar. Opmaken jaarrekening.

1. Het boekjaar valt samen met het kalenderjaar. 

2. Jaarlijks binnen vijf (5) maanden na afloop van het boekjaar, behoudens verlenging van deze termijn met ten hoogste zes (6) maanden door de algemene vergadering op grond van bijzondere omstandigheden, maakt de directie een jaarrekening op en legt het deze voor de aandeelhouder ter inzage ten kantoor van de vennootschap. Binnen deze termijn legt de directie ook het jaarverslag ter inzage voor de aandeelhouders, tenzij de artikelen 2:396 lid 7 of 2:403 BW voor de vennootschap gelden. 

3. De jaarrekening wordt ondertekend door de directeuren; ontbreekt de ondertekening van één (1) of meer hunner, dan wordt daarvan onder opgave van reden melding gemaakt. 

Artikel 24. Accountant. 

1. De vennootschap kan aan een accountant de opdracht verlenen tot onderzoek van de jaarrekening. 

2. Tot het verlenen van de opdracht is de algemene vergadering bevoegd. Gaat deze daartoe niet over, dan is de directie bevoegd. De opdracht kan te alien tijde worden ingetrokken door de algemene vergadering en door degene die haar heeft verleend. 

3. De accountant brengt omtrent zijn onderzoek verslag uit aan de directie. 

4. De accountant geeft de uitslag van zijn onderzoek weer in een verklaring omtrent de getrouwheid van de jaarrekening. 

5. Het hiervoor in dit artikel bepaalde kan buiten toepassing blijven indien de vennootschap ingevolge de wet is vrijgesteld van de in lid 1 bedoelde verplichting. 

Artikel 25. Vaststelling jaarrekening. Decharge. Openbaarmaking.

1. De algemene vergadering stelt de jaarrekening vast. Vaststelling van de jaarrekening strekt niet tot decharge van een directeur. De algemene vergadering kan bij afzonderlijk besluit decharge verlenen aan een directeur. 

2. Indien alle aandeelhouders tevens directeuren van de vennootschap zijn geldt de ondertekening van de jaarrekening door alle directeuren tevens als vaststelling van de jaarrekening mits alle overige vergadergerechtigden in de gelegenheid zijn geweest om kennis te nemen van de opgemaakte jaarrekening en met deze wijze van vaststelling hebben ingestemd. De vaststelling van de jaarrekening op de wijze als in de vorige zin bedoeld strekt tot decharge aan de directeuren. 

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3. De vennootschap is verplicht tot openbaarmaking van haar jaarrekening binnen acht (8) dagen na de vaststelling daarvan, tenzij een wettelijke vrijstelling van toepassing is. 

Artikel 26. Winst. 

1. De algemene vergadering is bevoegd tot bestemming van de winst die door vaststelling van de jaarrekening is bepaald dan wel bepaling van de wijze waarop een tekort zal worden verwerkt, alsmede tot uitkeringen uit de reserves, voorzover het eigen vermogen groter is dan de reserves die krachtens de wet moeten worden aangehouden.

2. Een besluit tot uitkering uit de winst of reserves heeft geen gevolgen zolang de directie geen goedkeuring heeft verleend. De directie weigert slechts de goedkeuring indien het weet of redelijkerwijs behoort te voorzien dat de vennootschap na de uitkering niet zal kunnen blijven voortgaan met het betalen van haar opeisbare schulden. 

3. Uitkeringen zijn opeisbaar op de dag welke de algemene vergadering bepaalt. 

4. De algemene vergadering kan besluiten dat uitkeringen geheel of gedeeltelijk in andere vorm dan geld zullen worden uitgekeerd. 

5. Bij de berekening van de winstverdeling tellen de aandelen die de vennootschap in haar kapitaal houdt niet mede. 

6. De directie kan besluiten tot uitkeringen van interim-dividend ten laste van de winst over het lopende boekjaar en de winst over een afgelopen boekjaar waarover nog geen jaarrekening is vastgesteld. 

7. Bij de berekening van het bedrag dat op ieders aandeel zal worden uitgekeerd, komt slechts het bedrag van de verplichte storting op het nominale bedrag van de aandelen in aanmerking. 

8. De vordering van de aandeelhouder tot uitkering verjaart door een tijdsverloop van vijf (5) jaren. 

HOOFDSTUK X. 

Algemene vergaderingen. 

Artikel 27. Jaarvergadering en andere vergaderingen. 

1. Jaarlijks binnen zes (6) maanden na afloop van het boekjaar, wordt de jaarvergadering gehouden of wordt ten minste eenmaal overeenkomstig artikel 34 van deze statuten besloten. 

2. De agenda van de jaarvergadering vermeldt onder meer de volgende punten: 

a. het jaarverslag, indien de wet verlangt dat een jaarverslag wordt opgemaakt; 

b. vaststelling van de jaarrekening, behoudens ingeval uitstel voor het opmaken van de jaarrekening is verleend; 

c. vaststelling van de winstbestemming; 

d. de verlening van décharge van de directeuren voor haar bestuur over het afgelopen boekjaar; 

e. andere voorstellen, door de directie dan wel door de aandeelhouders of ander vergadergerechtigden, tezamen vertegenwoordigende ten minste één/honderdste gedeelte van het geplaatste kapitaal, aan de orde gesteld en aangekondigd met inachtneming van het bepaalde in de statuten. 

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3. Andere algemene vergaderingen worden gehouden zo dikwijls de directie zulks nodig acht. 

Artikel 28. Oproeping en agenda.

1. De algemene vergaderingen worden door de directie bijeengeroepen door middel van brieven aan de adressen van de vergadergerechtigden volgens het register van aandeelhouders. Indien de vergadergerechtigde hiermee instemt kan de oproeping geschieden door een langs elektronische weg toegezonden leesbaar en   reproduceerbaar bericht aan het adres dat door hem voor dit doel aan de vennootschap is bekendgemaakt. 

2. De oproeping geschiedt niet later dan op de achtste (8^ste) dag voor die van de vergadering. 

3. Bij de oproeping worden de te behandelen onderwerpen vermeld. 

Artikel 29. Plaats van de vergaderingen. 

De algemene vergaderingen worden gehouden in de gemeente waar de vennootschap   volgens de statuten haar zetel heeft. 

Artikel 30. Besluitvorming met instemming van alle vergadergerechtigden. 

Indien aan een of meer van de in de wet of statuten gegeven voorschriften voor het oproepen en houden van vergaderingen niet is voldaan, kunnen in een algemene vergadering slechts geldige besluiten worden genomen indien alle vergadergerechtigden ermee hebben ingestemd dat de besluitvorming plaatsvindt en de directeuren voorafgaand aan de besluitvorming in de gelegenheid zijn gesteld om advies uit te brengen. 

Artikel 31. Voorzitterschap. 

De algemene vergadering voorziet zelf in haar voorzitterschap. Tot dat ogenblik wordt het voorzitterschap waargenomen door een directeur of bij gebreke daarvan door de in leeftijd oudste ter vergadering aanwezige persoon. 

Artikel 32. Vergaderrechten. Besluitvorming in vergadering. Toegang. 

1. Het vergaderrecht komt toe aan de vergadergerechtigden. 

2. De vergadergerechtigden kunnen zich ter vergadering door een schriftelijk gevolmachtigde doen vertegenwoordigen. Aan de eis van schriftelijkheid van de volmacht wordt voldaan indien de volmacht elektronisch is vastgelegd. 

3. In de algemene vergadering geeft ieder aandeel het recht op het uitbrengen van één (1) stem. 

4. Voor zover de wet geen grotere meerderheid voorschrijft worden alle besluiten genomen met volstrekte meerderheid van de uitgebrachte stemmen. 

5. Staken de stemmen dan is het voorstel verworpen. 

6. De directeuren zijn bevoegd de algemene vergadering bij te wonen en hebben als zodanig een raadgevende stem. 

7. Voor een aandeel dat toebehoort aan de vennootschap of aan een dochtermaatschappij daarvan kan in de algemene vergadering geen stem worden uitgebracht; evenmin voor een aandeel waarvan een hunner de certificaten houdt. De vennootschap of een 

dochtermaatschappij daarvan kan eveneens geen stem uitbrengen voor een aandeel waarop zij een recht van vruchtgebruik of een pandrecht heeft.  

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8. Omtrent toelating van andere dan de hiervoor in dit artikel genoemde personen beslist de algemene vergadering. 

Artikel 33. Notulen. Aantekeningen van vergaderbesluiten.  

1. Van het verhandelde in elke aigemene vergadering worden notulen gehouden door een secretaris die door de voorzitter wordt aangewezen. De notulen worden vastgesteld door de voorzitter en de secretaris en ten blijke daarvan door hen ondertekend. 

2. De voorzitter of degene die de vergadering heeft belegd, kan bepalen dat van het verhandelde een notarieel proces-verbaal van vergadering wordt opgemaakt. Het proces-verbaal wordt door de voorzitter mede ondertekend.  

3. De directie houdt van alle genomen besluiten aantekening. Indien de directie niet ter vergadering is vertegenwoordigd wordt door of namens de voorzitter van de vergadering een afschrift van de genomen besluiten zo spoedig mogelijk na de vergadering aan de directie verstrekt. De aantekeningen liggen ten kantore van de vennootschap ter inzage van de aandeelhouders en anderen aan wie het vergaderrecht toekomt. Aan ieder van dezen wordt desgevraagd een afschrift of uittreksel van deze aantekeningen verstrekt tegen ten hoogste de kostprijs. 

Artikel 34. Besluitvorming buiten vergadering. 

Aantekeningen. 

1. Besluitvorming van aandeelhouders kan ook op andere wijze dan in een vergadering geschieden, mits alle vergadergerechtigden met deze wijze van besluitvorming hebben ingestemd. De stemmen worden schriftelijk uitgebracht. Aan het vereiste van schriftelijkheid van de stemmen wordt tevens voldaan indien het besluit onder vermelding van de wijze waarop ieder van de vergadergerechtigden aan wie het stemrecht toekomt heeft gestemd, schriftelijk is vastgelegd. De directeuren worden   voorafgaand aan de besluitvorming in de gelegenheid gesteld om advies uit te brengen.

2. Indien de besluitvorming plaatsvindt overeenkomstig lid 1 zijn alle vereisten omtrent quorum en gekwalificeerde meerderheid zoals bij de wet of deze statuten bepaald van overeenkomstige toepassing, met dien verstande dat buiten vergadering ten minste  zoveel stemmen dienen te worden uitgebracht als het quorum vereist voor het desbetreffende besluit. 

3. Degenen die een besluit overeenkomstig lid 1 hebben genomen, doen van het aldus genomen besluit onverwijid mededeling aan de directie. De directie houdt van het genomen besluiten aantekening. 

HOOFDSTUK XI. 

Statutenwijziging en ontbindinq. Vereffeninq. 

Artikel 35. Statutenwijziging en ontbinding. 

De algemene vergadering is bevoegd te besluiten tot wijziging van de statuten en ontbinding van de vennootschap. Wanneer aan de algemene vergadering een voorstel tot statutenwijziging of tot ontbinding van de vennootschap wordt gedaan, moet zulks steeds bij de oproeping tot de algemene vergadering warden vermeld, en moet, indien het een statutenwijziging betreft, tegelijkertijd een afschrift van het voorstel waarin de voorgedragen wijziging woordelijk is opgenomen, ten kantore van de vennootschap ter inzage worden gelegd voor aandeelhouders tot de afloop van de vergadering.  

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Artikel 36. Vereffening. 

1. In geval van ontbinding van de vennootschap krachtens besluit van de algemene vergadering zijn de directeuren belast met de vereffening van het vermogen van de vennootschap, tenzij de algemene vergadering een andere persoon daartoe aanwijst. 

2. Gedurende de vereffening blijven de bepalingen van de statuten voor zover mogelijk van kracht.  

3. Hetgeen na voldoening van de schulden is overgebleven wordt overgedragen aan de aandeelhouders naar evenredigheid van het gezamenlijk bedrag van ieders aandelen. 

4. Op de vereffening zijn voorts de bepalingen van Titel 1, Boek 2 van het BW van toepassing.  

5. Nadat de vennootschap heeft opgehouden te bestaan worden de boeken, bescheiden en andere gegevensdragers gedurende zeven (7) jaren bewaard door degene die daartoe door de vereffenaar(s) is aangewezen. 

Slotbepaling. 

Artikel 37. 

Het eerste boekjaar van de vennootschap eindigt op één en dertig december tweeduizend dertien.  

Dit artikel vervalt tezamen met zijn opschrift na verloop van het eerste boekjaar.  

Slotverklaringen. 

Ten slotte heeft de comparant, handelend als gemeld, verklaard:  

1. Geplaatst kapitaal. 

a. bij de oprichting zijn geplaatst éénhonderd (100) aandelen, vertegenwoordigende een geplaatst kapitaal van tienduizend euro (EUR 10.000); 

b. in het geplaatste kapitaal wordt deelgenomen door de Oprichter; 

2. Storting in nature. 

Namens de bij deze akte opgerichte vennootschap, hierna te noemen: de “Vennootschap”, is met de Oprichter omtrent de storting op de bij de oprichting 

geplaatste aandelen een overeenkomst gesloten met de volgende inhoud:  

“1. De Oprichter zal de door haar genomen aandelen volstorten. Deze volstorting zal voor of onverwijld na de oprichting van de Vennootschap geschieden door de inbreng in de Vennootschap van vijfennegentig procent (95%) van het geplaatste aandelen kapitaal in Estelar Resources Limited, een vennootschap opgericht naar het recht van de Britse Maagdeneilanden en met adres te Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, Britse Maagdeneilanden, bestaande uit negen miljoen vijfhonderd duizend (9.500.000) aandelen met een nominale waarde van één Amerikaanse dollar (USD 1).

Deze in te brengen aandelen zullen vanaf heden voor rekening en risico van de Vennootschap komen.  

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2. Indien blijkt dat de totale waarde van de inbreng door de Oprichter lager is dan het nominale bedrag van de geplaatste aandelen, zal de Oprichter het verschil in contanten storten. Indien de totale waarde van de inbreng door de Oprichter hoger is dan het nominaal bedrag van de geplaatste aandelen, zal het verschil in de boeken van de Vennootschap worden opgenomen als agio-storting. 

3. Van de door Oprichter in te brengen aandelen zal de Oprichter een beschrijving opstellen als bedoeld in artikel 204a, lid 1 van Boek 2 van het Burgerlijk Wetboek. De beschrijving zal vermelden de aan inbreng toegekende waarde en de toegepaste waarderingsmethoden, welke methoden zullen voldoen aan de normen die in het maatschappelijk verkeer als aanvaardbaar worden beschouwd en zal betrekking hebben op de toestand van de inbreng op eenendertig augustus tweeduizend dertien.”  

Deze overeenkomst is thans voor de Vennootschap verbindend. De inbreng zoals met de Oprichter overeengekomen, moet onverwijld geschieden.  

De in de bovengemelde overeenkomst bedoeld beschrijving is thans opgesteld en door de Oprichter ondertekend. De beschrijving heeft nog niet wegens tijdsverloop wettelijk haar bruikbaarheid verloren. De Oprichter is niet bekend dat de waarde na de beschrijving aanzienlijk is gedaald.  

Een kopie van voornoemde beschrijving wordt aan deze akte gehecht.  

3. Eerste directeuren.  

I. voor de eerste maal wordt tot directeur A benoemd: Charles Bruce Main, geboren te Montreal, Canada op zesentwintig december negentienhonderd zesenvijftig, wonende te 576 Woodview Road Burlington, Ontario, L7N 3A1, Canada; 

II. voor de eerste maal wordt tot directeur B benoemd: Mextrust B.V., een besloten vennootschap met beperkte aansprakelijkheid, statutair gevestigd te Amsterdam en met adres Prins Bernhardplein 200, 1097 JB Amsterdam.  

De comparant is mij, notaris, bekend.  

Waarvan akte, in minuut verleden te Amsterdam op de datum in het hoofd van deze akte vermeld. Voordat tot voorlezing is overgegaan is de inhoud van deze akte zakelijk aan de comparant opgegeven en toegelicht. Deze heeft daarna verklaard tijdig van de inhoud van de akte te hebben kennisgenomen, daarmee in te stemmen en op volledige voorlezing daarvan geen prijs te stellen. Onmiddellijk na beperkte voorlezing van deze akte is zij door de comparant en mij, notaris, ondertekend.  

(Volgt ondertekening)

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	UITGEGEVEN VOOR AFSCHRIFT
	/s/ [ILLEGIBLE]

13

Step 1/ N2012-2246

In this translation an attempt has been made to be as literal as possible without jeopardising the overall continuity. Inevitably, differences may occur in translation, and if so the Dutch text will by law govern.

INCORPORATION OF A PRIVATE COMPANY

(Yamana Santa Cruz Holdings B. V.)

On the fourth day of October two thousand and thirteen there appeared before me, Mariëtte Bonny Margaretha Gitsels, deputizing for Jacobus Leonardus Frederik Joseph Verasdonck, civil law notary at Amsterdam:

Peggy den Hartigh, born in Amsterdam on the tenth day of July nineteen hundred and seventy nine, with office address at De Entree 139-141,1101 HE Amsterdam, in this respect acting as a written proxy of:

Yamana International Holdings Coöperatie U.A., a cooperative, (“coöperatie”), having its registered seat at Amsterdam, the Netherlands, and its office address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands, hereinafter referred to as: the “Incorporator”;

The appearer, acting as aforesaid, has declared that she hereby incorporates a private closed company with limited liability with the following articles of association:

CHAPTER I.

Definitions.

Article 1.

In these articles of association the following terms shall have the following meaning:

a. share: a share in the share capital of the company;

b. shareholder: holder of one (1) or more shares;

c. accountant: a “registered accountant” or other accountant referred to in article 2:393 DCC or an organisation where such accountants have a practice together;

d. general meeting: the corporate body formed by shareholders and all other persons entitled to attend general meetings as well as the meeting at which the shareholders and all other persons entitled to attend general meetings assemble;

e. DCC: the Dutch Civil Code;

f. managing director: a member of the management board;

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g. management board: the management of the company;

h. subsidiary: a subsidiary as referred to in article 2:24a DCC;

i. annual accounts: the balance sheet and the profit and loss account with explanatory notes, as referred to in article 2:361 DCC;

j. annual meeting: the general meeting for the purpose of the discussion and adoption of the annual accounts;

k. in writing: a message transferred by letter, telefax, e-mail or any other commonly used means of communication that is receivable in writing or electronically;

l. company: the private company with limited liability of which its internal organization is governed by these articles of association;

m. meeting rights: the right, either in person or by proxy authorized in writing, to attend the general meeting and to address such meeting;

n. persons entitled to attend general meetings: shareholders, as well as other legal entities/persons as referred to in article 11 paragraph 3 of these articles.

Unless the contrary is shown or it is manifestly intended otherwise, a reference to the concept of word in the singular includes the reference to the plural form of this concept or word and vice versa.

CHAPTER II,

Name, registered seat, object.

Article 2. Name and registered seat.

1.       The name of the company is: Yamana Santa Cruz Holdings B.V.

2.       The company’s official seat is registered in Amsterdam.

Article 3. Object.

The object of the company comprises:

a. to incorporate, to participate in any way whatsoever, to manage and supervise businesses and companies;

b. to finance businesses and companies;

c. to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities or evidence of indebtedness as well as to enter into any related agreements;

d. to provide security or in any other way to bind itself joint or severally for any third parties;

e. to provide advice and to render services to enterprises and companies with which the company forms a group and to third parties;

f. to provide guarantees, to commit the company and to encumber its assets for the purpose of companies and enterprises with which it forms a group and for the purpose of third parties;

g. to obtain, control, operate and alienate registered-bound property and any assets in general;

h. to trade in currencies, securities and assets in general;

i. to develop and trade in patents, trademarks, licenses, know-how, licenses and other industrial property rights;

j. to perform any and all activities of an industrial, financial or commercial nature;

as well as anything pertaining to the foregoing, relating or conducive thereto, all in the widest sense of the word.

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CHAPTER III.

Capital, Type of shares.

Article 4. Capital.

The capital of the company consists of one (1) or more ordinary shares of one hundred euro (EUR 100) each.

Article 5. Registered shares. Share certificates.

1. All shares are to be registered shares and shall be consecutively numbered from number 1.

2. No share certificates shall be issued.

CHAPTER IV.

Issuance of shares. Own shares. Capital reduction.

Article 6. Issuance of shares.

1. The issuance of shares, including granting the right to acquire shares, may only be effected pursuant to a resolution of the general meeting, as well as the price and the further terms and conditions of the issue.

2. When issuing shares, the company shall not be entitled to subscribe for its own shares.

3. The issuance of shares shall furthermore require a deed executed for that purpose in the presence of a civil-law notary registered in the Netherlands to which those involved are party.

Article 7. Rights of pre-emption.

A shareholder has no pre-emptive rights upon an issue of shares or upon a grant of rights to subscribe for shares.

Article 8. Payment for shares.

1. The full nominal amount of each share must be paid when shares are acquired. It may be stipulated that the par value or a part thereof need only be paid after a certain period of time or once the company has called it in.

2. Payment for a share must be made in cash insofar as no other manner of payment has been agreed on.

3. Payment in a currency other than the par value of the shares is subject to the company’s consent.

Article 9. Acquisition and disposal of own shares.

1. The management board resolves on the acquisition by the company of shares. Acquisition by the company of shares in its own capital which are not fully paid up, shall be null and void.

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2. The company may, except for no consideration, not acquire fully paid-up shares in its own capital, if:

a. the capital, less the acquisition price, is less than the reserves to be retained by virtue of the law, or

b. the management board is aware or should reasonably be able to anticipate that after the acquisition, the company will not be able to continue to pay its payable debts.

3. The previous paragraphs do not apply to shares acquired by the company by way of universal title of succession.

4. The disposal of own shares held by the company shall be effected pursuant to a resolution of and on the conditions to be stipulated by the general meeting. The disposal of shares held by the company shall be effected with due observance of the provisions regarding the transfer restrictions mentioned in these articles of association.

5. Any reference to shares in this article shall also include depository receipts of shares.

Article 10. Reduction of capital.

1. The general meeting may resolve to reduce the issued capital by a cancellation of shares or by the reduction of the par value of the shares by way of an amendment to the articles.

2. Capital reduction must be effected in compliance with the respective applicable statutory provisions.

3. A resolution for the reduction of the issued capital with a repayment on the shares shall have no effect as long as the management board has not given its consent. The management board shall only refuse approval if it is aware or should reasonably be able to anticipate that the company can no longer continue to pay its payable debts after repayment on shares.

CHAPTER V.

Limited rights. Depository receipts. Transfer of shares.

Article 11. Usufruct. Pledge.

1. A right of usufruct or a right of pledge may be created on shares.

2. On the creation of a usufruct or a pledge in respect of a share, the voting rights may, subject to the provisions in law, be assigned to the usufructuary or pledgee.

3. Shareholders without voting rights as a result of the creation of a usufruct or a pledge and usufructuaries or pledgees with voting rights, shall have meeting rights. The usufructuary or pledgee who does not have voting rights, shall have meeting rights, unless otherwise decided upon the creation or the transfer of the usufruct or pledge.

Article 12. Depository receipts of shares.

No meeting rights can be attached to depository receipts of shares.

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Article 13. Transfer of shares and limited rights. Shareholders’ rights.

1. The transfer of a share or the transfer of a limited right on shares shall require a deed executed for that purpose in the presence of a civil-law notary registered in the Netherlands to which those involved are party.

2. Unless the company itself is a party to the legal act, the rights attached to the share can only be exercised after the company has acknowledged said legal act or said deed has been served on the company in accordance with the relevant statutory provisions, or once the company has acknowledged such transfer through registration in the register of shareholders.

CHAPTER VI.

Transfer restrictions.

Article 14.

The transfer of shares is not restricted as meant to in article 2:195 DCC.

CHAPTER VII.

Register of shareholders.

Article 15.

1. The management board shall keep a register in which the names and addresses of all shareholders are recorded, stating the date on which they acquired the shares, the date of the acknowledgement or notification, and the amount paid for each share, and where applicable, the other particulars referred to in article 2:194 DCC.

2. The names and addresses of those with a right of usufruct or a pledge on shares shall also be entered in the register, stating the date on which they acquired the right, and the date of acknowledgement or notification, as well as the rights attached to the respective shares.

3. Each shareholder, each usufructuary and each pledgee must timely provide any required particulars to the management board.

4. The register shall regularly be updated.

5. The management board shall keep the register available at the company’s office for inspection by the persons entitled to attend general meetings.

CHAPTER VIII.

Management.

Article 16. Management board.

1. The management board consists of one (1) or more managing directors A and one (1) or more managing directors B. Both natural persons and legal entities may be managing directors.

2. The general meeting shall determine the number of managing directors.

Article 17. Appointment, suspension and dismissal.

1. The general meeting shall appoint the managing directors.

2. A managing director may at any time be suspended or dismissed by the general meeting.

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Article 18. Remuneration.

The general meeting shall determine the remuneration and further conditions of employment for each managing director.

Article 19. Duties of the management board. Decision-making process. Allocation of duties.

1. Subject to the restrictions imposed by these articles of association, the management board shall be entrusted with the management of the company. In performing their duties, the managing directors shall act in accordance with the interests of the company and of the business connected with it.

2. The management board shall meet whenever a managing director so requires.

3. The management board shall adopt its resolutions by an absolute majority of votes validly cast. In case of a tie of votes, the general meeting shall decide.

4. If a managing director has a direct or indirect personal conflict of interest with the company, he shall not participate in the deliberations and the decision-making process concerned in the management board. If as a result thereof no resolution of the managing board can be adopted, the resolution is adopted by the general meeting.

5. The management board may also adopt resolutions outside a meeting, provided such resolutions are adopted in writing and they are adopted by a unanimous vote of all managing directors.

6. In compliance with these articles of association, the management board may determine regulations in which internal matters are regulated. Further to this, the managing directors, whether or not through the regulations, may mutually allocate their duties.

7. The management board shall adhere to the instructions of the general meeting, unless such instructions are contrary to an overriding interest of the company and the business connected with it.

Article 20. Approval of decisions of the management board.

1. The general meeting is entitled to subject resolutions of the management board to its approval. The management board must be notified in writing of these resolutions, which must be clearly specified.

2. Lack of approval referred to in paragraph 1 does not affect the authority of the management board or its managing directors to represent the company.

Article 21. Absence or prevention.

1. If a managing director is absent or prevented from performing his duties, the remaining managing directors shall be temporarily entrusted with the entire management of the company, provided that at least one (1) managing director A and one (1) managing director B are not absent or prevented from performing their duties.

2. If all managing directors, or the sole managing director, of a specific class, A or B, are absent or prevented from performing their duties, the management of the company shall be temporarily entrusted to the person designated for this purpose by the general meeting, together with the managing directors, or managing director, of the other class, or together with the temporary manager of the other class, as the case may be. In the case of absence all managing directors, the person referred to in the previous sentence shall as soon as possible take the necessary measures to make definite arrangements.

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3. The term absence herein means:

(a) suspension;

(b) illness;

(c) unable to contact,

in the events referred to under paragraphs (b) and (c) without the possibility of contact for a period of five (5) days between the managing director and the company, unless the general meeting, where applicable, sets down a different term.

Article 22. Representation.

1. The management board shall be authorised to represent the company. One (1) managing director A and one (1) managing director B acting jointly are also authorised to represent the company.

2. The management board may appoint staff members with general or limited powers to represent the company. Each staff member represents the company in compliance with any restrictions imposed on his authorization. The management board shall determine their titles.

CHAPTER IX.

Annual accounts. Profits.

Article 23. Financial year. Annual accounts.

1. The financial year coincides with the calendar year.

2. Annually, not later than five (5) months after the end of the financial year, unless due to special circumstances this term is extended by the general meeting by not more than six (6) months, the management board shall draw up the annual accounts and make them available for inspection by the shareholders at the company’s office. Within that period the management board must also make the annual report available for inspection by the shareholders, unless articles 2:396 paragraph 7 or 2:403 of the DCC apply.

3. The annual accounts shall be signed by all managing directors. Absence of a signature of one (1) or more of them shall be reported stating the reasons.

Article 24. Accountant.

1. The company may appoint an accountant to audit the annual accounts.

2. Such appointment shall be made by the general meeting. If the general meeting fails to do so, such appointment shall be made by the management board. The appointment may at any time be revoked by the general meeting and by those who made the appointment.

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3. The accountant shall produce a report on his audit examination to the management board.

4. In addition, the accountant shall give the results of his investigations in a statement on the faithfulness of the annual accounts.

5. The provisions of this article shall not apply if pursuant to the law the company is exempt from the obligation set out in paragraph 1.

Article 25. Adoption of the annual accounts. Discharge. Publication.

1. The general meeting shall adopt the annual accounts. Adoption of the annual accounts shall not cause the discharge of a managing director. The general meeting may discharge a managing director through a separate resolution.

2. If all the shareholders are also managing directors of the company, the signing of the annual accounts by all of the managing directors shall also apply as the adoption of the annual accounts, providing that all the other persons entitled to attend general meetings have been given the opportunity to take cognizance of the drawn-up of the annual accounts and have consented to this manner of adoption. The adoption of the annual accounts in the manner as referred to in the previous sentence shall cause the discharge of the managing directors.

3. The company shall publish the annual accounts within eight (8) days following the adoption thereof, unless a statutory exemption is applicable.

Article 26. Profits.

1. The general meeting is authorized to appropriate the profits that follow from the adoption of the annual accounts or to determine how a deficit will be accounted for as well as to determine distributions from the reserves, provided that the company’s equity exceeds the total amount of the reserves to be maintained by virtue of the law.

2. A resolution for the distribution of profits or reserves is subject to the approval of the management board. The management board shall only withhold its approval if it is aware or could reasonably anticipate that following the distribution the company will be unable to continue to pay its payable debts.

3. Distributions shall be payable from the day determined by the general meeting.

4. The general meeting may resolve that distributions from profits or reserves shall be made in whole or in part in a form other than cash.

5. The shares held by the company in its capital are not included in the calculation for the profit distribution.

6. The management board may resolve to pay an interim distribution from the profits from the current financial year and from the profits from a past financial year for which no annual accounts have yet been adopted.

7. For the computation of the amount to be distributed on each share, only the amount of the obligatory payments on the par value of the shares shall be taken into account.

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8. A claim of a shareholder for payment of dividend shall be barred after five (5) years have elapsed.

CHAPTER X.

General meetings.

Article 27. Annual meeting. Other meetings.

1. The annual meeting shall be held annually, and not later than six (6) months after the end of the financial year, or at least once every book year a resolution in accordance with article 34 of these articles of association will be taken.

2. The agenda for the annual meeting shall contain - inter alia – the following points for discussion:

a. the annual report, if the law requires the drawing of such a report;

b. the adoption of the annual accounts, unless a postponement has been granted for drawing up the annual accounts;

c. the appropriation of profits;

d. granting discharge of managing directors for their management in the last financial year;

e. any other proposal(s) brought up for discussion by the management board, by the shareholders or other persons entitled to attend the general meeting, representing at least one hundredth part of the issued share capital and announced with due observance of these articles of association.

3. Other general meetings shall be held as often as the management board deems necessary.

Article 28. Convocation. Agenda.

1. General meetings shall be convened by the management board, through letters mailed to the addresses of the person with the right to attend general meetings as shown in the register of shareholders. If the person with the right to attend general meetings agrees with this, the convocation may be sent electronically through a legible and reproducible message to the address the company has been notified of for this purpose.

2. The convocation shall take place no later than on the eighth (8^th) day prior to the date of the meeting.

3. The agenda items shall be stated in the convocation.

Article 29. Meeting place.

The general meetings shall be held in the municipality in which the company has its official seat according to these articles of association.

Article 30. Decision-making process with the consent of all the persons entitled to attend general meetings.

If one or more provisions stated in the law or in the articles of associations for the convocation of meetings has/have not been fulfilled, valid resolutions may only be adopted in a general meeting if all the persons entitled to attend general meetings have consented to the decision- making process and the managing directors have been given the opportunity to give advice on the proposals prior to the decision-making process.

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Article 31. Chairman.

The general meeting shall itself appoint its chairman. Until that moment a managing director shall act as chairman or in the absence of such a managing director, the oldest person present at the meeting shall act as chairman.

Article 32. Meeting rights. Decisions at a meeting. Access.

1. The meeting rights accrue to persons entitled to attend general meetings.

2. The persons entitled to attend general meetings may be represented by a written proxy at the meeting. The requirement of the written element of the power of attorney is fulfilled once the power of attorney has been recorded electronically.

3. Each share confers the right to cast one (1) vote at the general meeting.

4. To the extent the law does not require a qualified majority, all resolutions shall be adopted by an absolute majority of the votes cast.

5. In the case of a tie, the proposal shall be considered rejected.

6. The managing directors are entitled to attend the general meeting and have an advisory vote as such.

7. No vote may be cast during a general meeting for a share that belongs to the company or a subsidiary, or for a share of which one of them holds depository receipts. The company or a subsidiary cannot either cast a vote for a share for which it has a right of usufruct or pledge.

8. The general meeting shall decide on the admittance of persons other than those mentioned above in this article with respect to access to general meetings.

Article 33. Minutes. Records of resolutions.

1. Minutes shall be taken of the items discussed at each general meeting by a secretary to be designated by the chairman. The minutes shall be adopted by the chairman and the secretary, and signed as evidence of the adoption of the minutes.

2. The chairman or the person who convened the meeting may decide that a notarial report of the meeting be drawn up of the items discussed. The report shall be counter-signed by the chairman.

3. The management board keeps a record of the resolutions passed. If the management board is not represented at a meeting, the chairman of the meeting shall provide the management board with a transcript of the resolutions made as soon as possible after the meeting. The records shall be deposited at the offices of the company for inspection by the shareholders and other persons entitled to attend general meetings. Upon request, each of them shall be provided with a copy or an extract of such record at not more than the actual costs.

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Article 34. Resolutions outside the meetings. Records.

1. Resolutions of shareholders may be adopted in a manner other than at a meeting, provided that all the persons entitled to attend at the general meeting have consented to this decision-making method. The votes shall be cast in writing. The requirement of the written element of the voting shall also have been fulfilled once the resolution has been recorded in writing, stating the manner in which each of the persons entitled to attend general meetings with voting rights has cast his/her vote.

The managing directors are given the opportunity to advise regarding such resolution prior to the adoption thereof.

2. If the decision-making process takes place in accordance with paragraph 1, all the requirements with regard to the quorum and the qualified majority provided by law or by these articles shall be accordingly applicable, providing that outside the meeting at least an equal number of votes must be cast as required by the quorum for the respective resolution.

3. Those who have adopted a resolution as referred to under paragraph 1 of this article shall forthwith notify the management board.

The management board shall keep a record of the resolutions made.

CHAPTER XI.

Amendment of the articles of association and dissolution. Liquidation.

Article 35. Amendment of the articles of association and dissolution.

The general meeting is entitled to resolve to amend the articles of association and dissolve the company. When a proposal to amend the articles of association or to dissolve the company is to be made to the general meeting, the proposal must be included in the convocation for the general meeting, and in the case of an amendment to the articles of association, a copy of the proposal including the text of the proposed amendment must concurrently be deposited at the company’s office for the inspection by shareholders until the end of the meeting.

Article 36. Liquidation.

1. In the event of a dissolution of the company by virtue of a resolution of the general meeting, the managing directors shall be charged with the liquidation of the company’s assets, unless the general meeting appoints another person for this purpose.

2. During liquidation, the provisions of these articles of association shall remain in force as much as possible.

3. The balance remaining after payment of debts shall be transferred to the shareholders in proportion to the aggregate amount of their shareholding.

4. The liquidation shall furthermore be subject to the provisions of Title 1, Book 2 of the DCC.

5. After the company has ceased to exist, the books, documents and other data carriers shall be retained by the person thereto appointed by the liquidator(s) for a period of seven (7) years.

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Final provision.

Article 37.

The first financial year of the company shall end on the thirty-first of December two thousand and thirteen.

This article together with its heading shall expire after the end of the first financial year.

Final statements.

In conclusion, the person who appeared, acting as aforesaid, declared:

1. Issued capital.

a. at the incorporation one hundred (100) shares have been issued, representing an issued capital of ten thousand Euro (EUR 10,000);

b. the Incorporator shall participate in the issued capital.

2. Payment in kind.

On behalf of the company incorporated by this instrument, hereinafter referred to as: the “Company”, an agreement has been entered into the Incorporator, regarding the payment upon the shares issued upon incorporation, which agreement reads as follows:

1. The Incorporator shall pay up the shares subscribed for. This payment shall be done prior to or immediately after the incorporation of the Company by a contribution to the Company of ninety five percent (95%) of the issued and outstanding share capital of Estelar Resources Limited, a company incorporated under the laws of the British Virgin Islands, and with registered office address at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands, consisting of nine million five hundred thousand (9,500,000) shares with a nominal value of one United States dollar (USD 1).

2. If it would appear that the total value of the contribution by the Incorporator is lower than the nominal amount of the shares issued, the Incorporator shall immediately compensate the difference in cash.

If it would appear that the total value of the contribution by the Incorporator is higher than the nominal amount of the shares issued, the difference shall be booked by the Company to the share premium account.

3. The Incorporator shall draw up a description of the shares contributed to the Company as defined in Section 204a, sub-section 1 of Book 2 of the Civil Code. This description shall reflect the value and the methods used for the evaluation; these methods should comply with standards which are generally accepted for such purpose and shall reflect the situation of the contribution on the thirty first day of August two thousand thirteen.

This agreement is now binding on the Company. The contribution as agreed with the Incorporator shall take place immediately. The description referred to in the said agreement has been drawn up and has been signed by the Incorporator. The description has not legally elapsed in time. The Incorporator is not aware that the contributed value has substantially decreased after the description was made.

A copy of the aforementioned description is attached to this deed.

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3. Initial managing directors.

I. the following person shall be appointed as first managing director A: Charles Bruce Main, born at Montreal, Canada on the twenty-sixth day of December nineteen hundred fifty-six, residing at 576 Woodview Road Burlington, Ontario, L7N 3A1, Canada,

II. the following company shall be appointed as first managing director B: Mextrust B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), having its registered seat at Amsterdam, the Netherlands, and its office address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands.

The person who appeared is known to me, the undersigned civil-law notary.

Whereupon the original of this deed has been executed in Amsterdam on the date mentioned at the top of this instrument.

Before its execution, the contents of this instrument have been concisely communicated and explained to the party who appeared, who declared to have become acquainted with and to agree to the contents of this deed and do not require a full reading thereof.

Upon an abridged reading, this deed has been signed by the party to this deed and me, notary.

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2020-4867/d

STATUTENWIJZIGING

(Yamana Santa Cruz Holdings B.V.)

HEUSSEN	OP zesentwintig maart tweeduizend éénentwintig is voor mij, mr. Juliëtte Louise Catharina
Advocaten & Notarissen	Schueler, notaris te Amsterdam, Nederland, verschenen:
	mr. Cornelia Johanne Vos, geboren te Aalburg, Nederland, op zeven juli negentienhonderd
De Entree 139-141	achtentachtig, met kantooradres De Entree 139-141, 1101 HE Amsterdam, Nederland
1101 HE Amsterdam	De comparant heeft verklaard dat:
T: +31(0)20 312 2800 info@heussen-law.nl	-	de algemene vergadering van Yamana Santa Cruz Holdings B.V., een besloten vennootschap met beperkte aansprakelijkheid naar Nederlands recht, statutair gevestigd te Amsterdam, Nederland, met kantooradres te Rapenburgerstraat 179 P, 1011 VM Amsterdam, Nederland, geregistreerd bij het handelsregister van de Kamer van Koophandel onder nummer 58924531 (de “vennootschap”), op zestien maart tweeduizend éénentwintig heeft besloten de statuten van de vennootschap partieel te wijzigen, alsmede om de comparant te machtigen deze akte te doen passeren, van welke besluiten blijkt uit een aan deze minuut gehecht aandeelhoudersbesluit;

- de statuten van de vennootschap laatstelijk zijn gewijzigd bij akte op vierentwintig december tweeduizend twintig verleden voor mr. J.L.C. Schueler, voornoemde notaris.  

Ter uitvoering van gemeld besluit tot statutenwijziging heeft de comparant verklaard de statuten bij deze partieel te wijzigen als voIgt:

Wijziging.

Artikel 23 paragraaf 2 wordt gewijzigd en komt te luiden als volgt:

“2.	Jaarlijks binnen vijf (5) maanden na afloop van het boekjaar, behoudens verlenging van deze termijn met ten hoogste vijf (5) maanden door de algemene vergadering op grand van bijzondere omstandigheden, maakt de directie een jaarrekening op en legt het deze voor de aandeelhouders ter inzage ten kantoor van de vennootschap. Binnen deze
	termijn legt de directie ook het bestuursverslag ter inzage voor de aandeelhouders,
	tenzij de artikelen 2:396 lid 7 of 2:403 BW voor de vennootschap gelden.”

Slot

De comparant is mij, notaris, bekend.

Waarvan akte, in minuut verleden te Amsterdam, Nederland, op de datum in het hoofd van deze akte vermeld. Voordat tot voorlezing is overgegaan is de inhoud van deze akte zakelijk aan de comparant opgegeven en toegelicht. Deze heeft daarna verklaard tijdig van de inhoud van de akte te hebben kennisgenomen, daarmee in te stemmen en op volledige voorlezing daarvan geen prijs te stellen. Onmiddellijk na beperkte voorlezing van deze akte is zij door de comparant en mij, notaris, ondertekend.

(Volgt ondertekening)

1

UITGEGEVEN VOOR AFSCHRIFT

/s/ [ILLEGIBLE]

2

2020-4867/d

In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so, the Dutch text will by law govern.

AMENDMENT OF THE ARTICLES OF ASSOCIATION

(Yamana Santa Cruz Holdings B.V.)

On the twenty-sixth day of March two thousand and twenty-one appeared before me, Juliëtte Louise Catharina Schueler, LL.M., civil law notary in Amsterdam, the Netherlands: Cornelia Johanne Vos, LL.M., born in Aalburg, the Netherlands, on the seventh day of July nineteen hundred and eighty-eight, with office address at De Entree 139-141, 1101 HE Amsterdam, the Netherlands.

The person appearing has declared that:

- the general meeting of Yamana Santa Cruz Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) existing under the laws of the Netherlands, having its registered seat in Amsterdam, the Netherlands, its office address at Rapenburgerstraat 179 P, 1011 VM Amsterdam, the Netherlands, registered with the trade register of the Dutch Chamber of Commerce under number 58924531 (the “company”), resolved on the sixteenth day of March two thousand and twenty-one to partially amend the articles of association of the company as stated hereinafter as well as to authorize the person appearing to execute this deed of amendment of the articles of association of which resolutions appear from a copy of the shareholder’s resolution attached to this deed;

- the articles of association of the company were amended lastly by deed executed before J.L.C. Schueler, aforementioned civil-law notary, on the twenty-fourth day of December thousand and twenty.

In order to execute said resolution to amend the articles of association of the company, the person appearing declared to partially amend the articles of association as follows:

Amendment.

Article 23 paragraph 2 is amended and shall read as follows:

“2. Annually, not later than five (5) months after the end of the financial year, unless due to special circumstances this term is extended by the general meeting by not more than five (5) months, the management board shall draw up the annual accounts and make them available for inspection by the shareholders at the company’s office. Within that period the management board must also make the directors’ report available for inspection by the shareholders, unless articles 2:396 paragraph 7 or 2:403 of the DCC apply.”

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Final.

The person appearing is known to me, civil law notary.

THIS DEED, drawn up to be kept in the civil law notary’s custody was executed in Amsterdam, the Netherlands, on the date first above written.

The contents of this instrument were given and explained to the person appearing. The person appearing then declared that the person appearing had timely noted and approved the contents and did not want a full reading thereof. Thereupon, after limited reading, this instrument was signed by the person appearing and by me, civil law notary.

2 

VOLLEDIGE TEKST VAN DE STATUTEN

van

Yamana Santa Cruz Holdings B.V.

zoals deze luiden per de wijziging van de statuten bij akte verleden voor

mr. J.L.C. Schueler, notaris te Amsterdam, op 26 maart 2021.

HOOFDSTUK I.

Definities.

Artikel 1.

In de statuten wordt verstaan onder:

a. aandeel: een aandeel in het kapitaal van de vennootschap

b. aandeelhouder: een houder van één (1) of meer aandelen;

c. accountant: een registeraccountant of een andere accountant als bedoeld in artikel 2:393 BW dan wel een organisatie waarin zodanige accountants samenwerken;

d. algemene vergadering: het orgaan dat gevormd wordt door aandeelhouders en de overige vergadergerechtigden dan wel de bijeenkomst waarin de aandeelhouders en de overige vergadergerechtigden vergaderen;

e.   BW: het Burgerlijk Wetboek;

f. directeur: een lid van de directie;

g. directie: het bestuur van de vennootschap;

h. dochtermaatschappij: een dochtermaatschappij als bedoeld in artikel 2:24a BW;

i. jaarrekening: de jaarrekening als bedoeld in artikel 2:361 BW;

j. jaarvergadering: de algemene vergadering, bestemd tot de behandeling en vaststelling van de jaarrekening;

k. schriftelijk: bij brief, telefax, e-mail of ander via gangbare communicatiekanalen overgebrachte boodschap die op schrift of langs elektronische weg kan worden ontvangen;

l. vennootschap: de vennootschap waarvan de interne organisatie wordt beheerst door deze statuten;

m vergaderrecht: het recht om, in persoon of bij schriftelijke gevolmachtigde, de algemene vergadering bij te wonen en daar het woord te voeren;

n. vergadergerechtigden: aandeelhouders, alsmede overige (rechts)personen als bedoeld in artikel 11 lid 3 van deze statuten.

Tenzij anders blijkt of kennelijk anders is bedoeld omvat een verwijzing naar een begrip of woord in het enkelvoud een verwijzing naar de meervoudsvorm van dit begrip of woord en vice versa.

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HOOFDSTUK II.

Naam, zetel, doel.

Artikel 2. Naam en zetel.

1.       De vennootschap draagt de naam: Yamana Santa Cruz Holdings B.V.

2.       Zij heeft haar zetel te Amsterdam.

Artikel 3. Doel.

De vennootschap heeft ten doel:

a. het oprichten van, het op enigerlei wijze deelnemen in, het besturen van en het toezicht houden op ondernemingen en vennootschappen;

b. het financieren van ondernemingen en vennootschappen;

c. het lenen, uitlenen en bijeenbrengen van gelden daaronder begrepen, het uitgeven van obligaties, schuldbrieven of andere waardepapieren, alsmede het aangaan van daarmee samenhangende overeenkomsten;

d. het zekerheid stellen of zich hoofdelijk naast of voor anderen verbinden;

e. het verstrekken van adviezen en het verlenen van diensten aan ondernemingen en vennootschappen waarmee de vennootschap in een groep is verbonden en aan derden;

f. het verstrekken van garanties, het verbinden van de vennootschap en het bezwaren van activa van de vennootschap ten behoeve van ondernemingen en vennootschappen waarmee de vennootschap in een groep is verbonden en ten behoeve van derden;

g. het verkrijgen, beheren, exploiteren en vervreemden van registergoederen en van vermogenswaarden in het algemeen;

h. het verhandelen van valuta, effecten en vermogenswaarden in het algemeen;

i. het exploiteren en verhandelen van patenten, merkrechten, vergunningen, know how, licenties en andere industriële eigendomsrechten;

j. het verrichten van alle soorten industriële, financiële en commerciële activiteiten;

en al hetgeen met vorenstaande verband houdt of daartoe bevorderlijk kan zijn, alles in de ruimste zin van het woord.

HOOFDSTUK III.

Kapitaal. Soort aandelen.

Artikel 4. Kapitaal.

Het kapitaal van de vennootschap bestaat uit één (1) of meer gewone aandelen van één honderd euro (EUR 100) elk.

Artikel 5. Aandelen op naam. Aandeelbewijzen.

1.       Alle aandelen luiden op naam en zijn doorlopend genummerd van 1 af.

2.       Er worden geen aandeelbewijzen uitgegeven.

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HOOFDSTUK IV.

Uitgifte van aandelen. Eigen aandelen. Kapitaalvermindering.

Artikel 6. Uitgifte van aandelen.

1. De algemene vergadering besluit tot uitgifte van aandelen, daaronder mede begrepen het verlenen van rechten tot het nemen van aandelen, en stelt de koers en de verdere voorwaarden van uitgifte vast.

2. De vennootschap kan bij uitgifte van aandelen geen eigen aandelen nemen.

3. Voor de uitgifte van aandelen is voorts vereist een daartoe bestemde ten overstaan van een in Nederland standplaats hebbende notaris verleden akte waarbij de betrokkenen partij zijn.

Artikel 7. Voorkeursrecht.

Bij de uitgifte van aandelen en het verlenen van rechten tot het nemen van aandelen heeft een aandeelhouder geen voorkeursrecht.

Artikel 8. Storting op aandelen.

1. Bij het nemen van het aandeel moet daarop het nominale bedrag worden gestort. Bedongen kan worden dat het nominale bedrag of een deel daarvan eerst behoeft te worden gestort na verloop van een bepaalde tijd of nadat de vennootschap het zal hebben opgevraagd.

2. Stortingen moeten in geld geschieden voor zover niet een andere inbreng is overeengekomen.

3. Stortingen in een andere geldeenheid dan die waarin het nominale bedrag van de aandelen luidt, kan slechts geschieden met toestemming van de vennootschap.

Artikel 9. Verkrijging en vervreemding van eigen aandelen.

1. De directie beslist over de verkrijging van aandelen in het kapitaal van de vennootschap. Verkrijging door de vennootschap van niet volgestorte aandelen in haar kapitaal is nietig.

2. De vennootschap mag, behalve om niet, geen volgestorte aandelen verkrijgen indien:

a. het vermogen, verminderd met de verkrijgingsprijs, kleiner is dan de reserves die krachtens de wet moeten worden aangehouden; of

b. de directie weet of redelijkerwijs behoort te voorzien dat de vennootschap na de verkrijging niet zal kunnen blijven voortgaan met het betalen van haar opeisbare schulden.

3. De vorige leden gelden niet voor aandelen die de vennootschap onder algemene titel verkrijgt.

4. Vervreemding van door de vennootschap gehouden eigen aandelen geschiedt ingevolge een besluit van en op voorwaarden vast te stellen door de algemene vergadering. Op de vervreemding van eigen aandelen door de vennootschap is het bepaalde in de blokkeringsregeling opgenomen in deze statuten van toepassing.

5. Onder het begrip aandelen in dit artikel zijn certificaten daarvan begrepen.

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Artikel 10. Kapitaalvermindering.

1. De algemene vergadering kan besluiten tot vermindering van het geplaatste kapitaal door intrekking van aandelen of door het bedrag van aandelen bij statutenwijziging te verminderen.

2. Kapitaalsvermindering dient te geschieden met inachtneming van de daarvoor geldende wettelijke bepalingen.

3. Een besluit tot vermindering van het geplaatste kapitaal met terugbetaling op de aandelen heeft geen gevolgen zolang de directie geen goedkeuring heeft verleend. De directie weigert slechts de goedkeuring indien het weet of redelijkerwijs behoort te voorzien dat de vennootschap na terugbetaling op de aandelen niet zal kunnen blijven voortgaan met het betalen van haar opeisbare schulden.

HOOFDSTUK V.

Beperkte rechten. Certificaten. Levering van aandelen en beperkte rechten.

Artikel 11. Vruchtgebruik. Pandrecht.

1. Op aandelen kan vruchtgebruik of pandrecht worden gevestigd.

2. Bij vestiging van een vruchtgebruik of een pandrecht op een aandeel kan het stemrecht, met inachtneming van de wettelijke bepalingen, aan de vruchtgebruiker of de pandhouder worden toegekend.

3. De aandeelhouder die vanwege een vruchtgebruik of een pandrecht geen stemrecht heeft en de vruchtgebruiker of pandhouder die stemrecht heeft, hebben vergaderrechten. De vruchtgebruiker of pandhouder die geen stemrecht heeft, heeft vergaderrecht, indien bij vestiging of overdracht van het vruchtgebruik of pandrecht niet anders is bepaald.

Artikel 12. Certificaten.

Aan houders van certificaten van aandelen kunnen geen vergaderrechten worden toegekend.

Artikel 13. Levering van aandelen en beperkte rechten. Aandeelhoudersrechten.

1. Voor de levering van een aandeel of de levering van een beperkt recht daarop is vereist een daartoe bestemde ten overstaan van een in Nederland standplaats hebbende notaris verleden akte waarbij de betrokkenen partij zijn.

2. Behoudens in het geval dat de vennootschap zelf bij de rechtshandeling partij is, kunnen de aan het aandeel verbbnden rechten eerst worden uitgeoefend nadat de vennootschap de rechtshandeling heeft erkend of de akte aan haar is betekend overeenkomstig het in de wet daaromtrent bepaalde, dan wel de vennootschap deze overdracht heeft erkend door inschrijving in het register van aandeelhouders.

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HOOFDSTUK VI.

Blokkeringsregeling.

Artikel 14.

De overdracht van aandelen is niet beperkt in de zin van artikel 2:195 BW.

HOOFDSTUK VII.

Register van aandeelhouders.

Artikel 15.

1. De directie houdt een register waarin de namen en adressen van alle aandeelhouders zijn opgenomen, met vermelding van de datum waarop zij de aandelen hebben verkregen, de datum van de erkenning of betekening, alsmede met vermelding van het op ieder aandeel gestorte bedrag en voor zover van toepassing, de overige gegevens bedoeld in artikel 2:194 BW.

2. In het register worden tevens opgenomen de namen en adressen van hen die een recht van vruchtgebruik of pandrecht op aandelen hebben, met vermelding van de datum waarop zij het recht hebben verkregen, de datum van erkenning of betekening, alsmede met vermelding welke aan de aandelen verbonden rechten hun toekomen.

3. ledere aandeelhouder, iedere vruchtgebruiker en iedere pandhouder verschaffen aan de directie tijdig de overige nodige gegevens.

4. Het register wordt regelmatig bijgehouden.

5. De directie legt het register ten kantore van de vennootschap ter inzage van de vergadergerechtigden.

HOOFDSTUK VIII.

Bestuur.

Artikel 16. Directie.

1. De directie bestaat uit één (1) of meer directeuren A en één (1) of meer directeuren B. Zowel natuurlijke personen als rechtspersonen kunnen directeur zijn.

2. De algemene vergadering bepaalt het aantal directeuren.

Artikel 17. Benoeming, schorsing en ontslag.

1. De directeuren worden benoemd door de algemene vergadering.

2. ledere directeur kan te allen tijde door de algemene vergadering worden geschorst en ontslagen.

Artikel 18. Bezoldiging.

De bezoldiging en de verdere arbeidsvoorwaarden van iedere directeur worden vastgesteld door de algemene vergadering.

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Artikel 19. Bestuurstaak. Besluitvorming. Taakverdeling.

1. Behoudens de beperkingen volgens de statuten is de directie belast met het besturen van de vennootschap. Bij de vervulling van hun taak richten de directeuren zich naar het belang van de vennootschap en de met haar verbonden onderneming.

2. De directie vergadert zo dikwijls een directeur het verlangt. Een directeur mag zich ter vergadering van de directie laten vertegenwoordigen door een schriftelijk gevolmachtigde mededirecteur.

3. Alle besluiten van de directie worden genomen met volstrekte meerderheid van de geldig uitgebrachte stemmen uitgebracht in een vergadering waarin een meerderheid van de directeuren aanwezig of vertegenwoordigd is. Elke directeur kan één (1) stem uitbrengen in de vergaderingen van de directie.

4. Bij staking van stemmen beslist de algemene vergadering

5. Indien een directeur direct of indirect een persoonlijk tegenstrijdig belang heeft met de vennootschap neemt hij geen deel aan de beraadslaging en besluitvorming terzake binnen het bestuur. Indien hierdoor geen bestuursbesluit kan worden genomen, wordt het besluit genomen door de algemene vergadering.

6. Besluiten van de directie kunnen in plaats van in een vergadering ook bij geschrift worden genomen, mits met algemene stemmen van alle in functie zijnde directeuren. Onder geschrift wordt verstaan elk via gangbare communicatiekanalen overgebracht en op schrift ontvangen bericht.

7. De directie kan, met inachtneming van deze statuten, een reglement vaststellen waarin aangelegenheden haar intern betreffende worden geregeld. Voorts kunnen de directeuren, al dan niet bij reglement, hun werkzaamheden onderling verdelen.

8. De directie is gehouden de aanwijzingen van de algemene vergadering op te volgen, tenzij de aanwijzingen in strijd zijn met het belang van de vennootschap en de met haar verbonden onderneming.

Artikel 20. Goedkeuring van besluiten van de directie.

1. De algemene vergadering is bevoegd besluiten van de directie aan haar goedkeuring te onderwerpen. Deze besluiten dienen duidelijk omschreven te worden en schriftelijk aan de directie medegedeeld te worden.

2. Het ontbreken van een goedkeuring als bedoeld in lid 1 van dit artikel tast de vertegenwoordigingsbevoegdheid van de directie of directeuren niet aan.

Artikel 21. Ontstentenis of belet.

1. In geval van ontstentenis of belet van een directeur zijn de andere directeuren tijdelijk met het bestuur van de vennootschap belast, mits nog ten aanzien van ten minste één (1) directeur A en één(1) directeur B geen sprake is van ontstentenis of belet

2. In geval van ontstentenis of belet van alle directeuren of van de enige directeur van een bepaalde soort, A of B, is de persoon die daartoe door de algemene vergadering wordt aangewezen, tezamen met de directeur of directeuren van de andere soort, of tezamen met de tijdelijk bestuurder van de andere soort, tijdelijk met het bestuur van de vennootschap belast.

Ingeval van ontstentenis van alle directeuren neemt de in de vorige zin bedoelde persoon zo spoedig mogelijk de nodige maatregelen teneinde een definitieve voorziening te doen treffen.

3. Onder belet wordt ten deze verstaan:

a.       schorsing;

b.       ziekte;

c.       onbereikbaarheid,

waarbij in de gevallen bedoeld onder sub (b) en (c) gedurende een termijn van (5) dagen niet de mogelijkheid van contact tussen de directeur en de vennootschap heeft bestaan, tenzij de algemene vergadering in een voorkomend geval een andere termijn vaststelt.

Artikel 22. Vertegenwoordiging.

1. De directie is bevoegd de vennootschap te vertegenwoordigen. De bevoegdheid tot vertegenwoordiging komt mede aan één (1) directeur A en één (1) directeur B gezamenlijk handelend toe.

2. De directie kan functionarissen met algemene of beperkte vertegenwoordigingsbevoegdheid aanstellen. Elk hunner vertegenwoordigt de vennootschap met inachtneming van de begrenzing aan zijn bevoegdheid gesteld. Hun titulatuur wordt door de directie bepaald.

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HOOFDSTUK IX.

Jaarrekening. Winst.

Artikel 23. Boekjaar. Opmaken jaarrekening.

1. Het boekjaar valt samen met het kalenderjaar.

2. Jaarlijks binnen vijf (5) maanden na afloop van het boekjaar, behoudens verlenging van deze termijn met ten hoogste vijf (5) maanden door de algemene vergadering op grand van bijzondere omstandigheden, maakt de directie een jaarrekening op en legt het deze voor de aandeelhouders ter inzage ten kantoor van de vennootschap. Binnen deze termijn legt de directie ook het bestuursverslag ter inzage voor de aandeelhouders, tenzij de artikelen 2:396 lid 7 of 2:403 BW voor de vennootschap gelden.

3. De jaarrekening wordt ondertekend door de directeuren; ontbreekt de ondertekening van één (1) of meer hunner, dan wordt daarvan onder opgave van reden melding gemaakt.

Artikel 24. Accountant.

1. De vennootschap kan aan een accountant de opdracht verlenen tot onderzoek van de jaarrekening.

2. Tot het verlenen van de opdracht is de algemene vergadering bevoegd. Gaat deze daartoe niet over, dan is de directie bevoegd. De opdracht kan te alien tijde worden ingetrokken door de algemene vergadering en door degene die haar heeft verleend.

3. De accountant brengt omtrent zijn onderzoek verslag uit aan de directie.

4. De accountant geeft de uitslag van zijn onderzoek weer in een verklaring omtrent de getrouwheid van de jaarrekening.

5. Het hiervoor in dit artikel bepaalde kan buiten toepassing blijven indien de vennootschap ingevolge de wet is vrijgesteld van de in lid 1 bedoelde verplichting.

Artikel 25. Vaststelling jaarrekening. Decharge. Openbaarmaking.

1. De algemene vergadering stelt de jaarrekening vast. Vaststelling van de jaarrekening strekt niet tot decharge van een directeur. De algemene vergadering kan bij afzonderlijk besluit decharge verlenen aan een directeur.

2. Indien alle aandeelhouders tevens directeuren van de vennootschap zijn geldt de ondertekening van de jaarrekening door alle directeuren tevens als vaststelling van de jaarrekening mits alle overige vergadergerechtigden in de gelegenheid zijn geweest om kennis te nemen van de opgemaakte jaarrekening en met deze wijze van vaststelling hebben ingestemd. De vaststelling van de jaarrekening op de wijze als in de vorige zin bedoeld strekt tot decharge aan de directeuren.

3. De vennootschap is verplicht tot openbaarmaking van haar jaarrekening binnen acht (8) dagen na de vaststelling daarvan, tenzij een wettelijke vrijstelling van toepassing is.

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Artikel 26. Winst.

1. De algemene vergadering is bevoegd tot bestemming van de winst die door vaststelling van de jaarrekening is bepaald dan wel bepaling van de wijze waarop een tekort zal worden verwerkt.

2. Uitkeringen kunnen slechts gedaan worden voorzover het eigen vermogen groter is dan de reserves die krachtens de wet moeten worden aangehouden

3. De algemene vergadering is bevoegd tot vaststelling van uitkeringen van de jaarwinst, met inachtneming van het bepaalde in lid 2 van dit artikel.

4. Een besluit tot uitkering uit de winst of reserves heeft geen gevolgen zolang de directie geen goedkeuring heeft verleend. De directie weigert slechts de goedkeuring indien het weet of redelijkerwijs behoort te voorzien dat de vennootschap na de uitkering niet zal kunnen blijven voortgaan met het betalen van haar opeisbare schulden.

5. Uitkeringen zijn opeisbaar op de dag welke de algemene vergadering bepaalt.

6. De algemene vergadering kan besluiten dat uitkeringen geheel of gedeeltelijk in andere vorm dan geld zullen worden uitgekeerd.

7. Bij de berekening van de winstverdeling tellen de aandelen die de vennootschap in haar kapitaal houdt niet mede.

8. De directie kan, met inachtneming van het bepaalde in lid 2 van dit artikel, besluiten tot uitkeringen van interim- dividend ten laste van de winst over het lopende boekjaar en de winst over een afgelopen boekjaar waarover nog geen jaarrekening is vastgesteld. De directie kan tevens besluiten tot uitkeringen en ten laste van de reserves.

9. Bij de berekening van het bedrag dat op ieders aandeel zal worden uitgekeerd, komt slechts het bedrag van de verplichte storting op het nominale bedrag van de aandelen in aanmerking.

10. De vordering van de aandeelhouder tot uitkering verjaart door een tijdsverloop van vijf (5) jaren.

HOOFDSTUK X.

Algemene vergaderingen.

Artikel 27. Jaarvergadering en andere vergaderingen.

1. Jaarlijks binnen zes (6) maanden na afloop van het boekjaar, wordt de jaarvergadering gehouden of wordt ten minste eenmaal overeenkomstig artikel 34 van deze statuten besloten.

2. De agenda van de jaarvergadering vermeldt onder meer de volgende punten:

a. het jaarverslag, indien de wet verlangt dat een jaarverslag wordt opgemaakt;

b. vaststelling van de jaarrekening, behoudens ingeval uitstel voor het opmaken van de jaarrekening is verleend;

c. vaststelling van de winstbestemming;

d. de verlening van decharge van de directeuren voor haar bestuur over het afgelopen boekjaar;

e. andere voorstellen, door de directie dan wel door de aandeelhouders of ander vergadergerechtigden, tezamen vertegenwoordigende ten minste een/honderdste gedeelte van het geplaatste kapitaal, aan de orde gesteld en aangekondigd met inachtneming van het bepaalde in de statuten.

3. Andere algemene vergaderingen worden gehouden zo dikwijls de directie zulks nodig acht.

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Artikel 28. Oproeping en agenda.

1. De algemene vergaderingen worden door de directie bijeengeroepen door middel van brieven aan de adressen van de vergadergerechtigden volgens het register van aandeelhouders. Indien de vergadergerechtigde hiermee instemt kan de oproeping geschieden door een langs elektronische weg toegezonden leesbaar en reproduceerbaar bericht aan het adres dat door hem voor dit doel aan de vennootschap is bekendgemaakt.

2. De oproeping geschiedt niet later dan op de achtste (8^ste) dag voor die van de vergadering.

3. Bij de oproeping worden de te behandelen onderwerpen vermeld.

Artikel 29. Plaats van de vergaderingen.

De algemene vergaderingen worden gehouden in de gemeente waar de vennootschap volgens de statuten haar zetel heeft.

Artikel 30. Besluitvorming met instemming van alle vergadergerechtigden.

Indien aan een of meer van de in de wet of statuten gegeven voorschriften voor het oproepen en houden van vergaderingen niet is voldaan, kunnen in een algemene vergadering slechts geldige besluiten worden genomen indien alle vergadergerechtigden ermee hebben ingestemd dat de besluitvorming plaatsvindt en de directeuren voorafgaand aan de besluitvorming in de gelegenheid zijn gesteld om advies uit te brengen.

Artikel 31. Voorzitterschap.

De algemene vergadering voorziet zelf in haar voorzitterschap. Tot dat ogenblik wordt het voorzitterschap waargenomen door een directeur of bij gebreke daarvan door de in leeftijd oudste ter vergadering aanwezige persoon.

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Artikel 32. Vergaderrechten. Besluitvorming in vergadering. Toegang.

1. Het vergaderrecht komt toe aan de vergadergerechtigden.

2. De vergadergerechtigden kunnen zich ter vergadering door een schriftelijk gevolmachtigde doen vertegenwoordigen. Aan de eis van schriftelijkheid van de volmacht wordt voldaan indien de volmacht elektronisch is vastgelegd.

3. In de algemene vergadering geeft ieder aandeel het recht op het uitbrengen van één (1) stem.

4. Voor zover de wet geen grotere meerderheid voorschrijft worden alle besluiten genomen met volstrekte meerderheid van de uitgebrachte stemmen.

5. Staken de stemmen dan is het voorstel verworpen.

6. De directeuren zijn bevoegd de algemene vergadering bij te wonen en hebben als zodanig een raadgevende stem.

7. Voor een aandeel dat toebehoort aan de vennootschap of aan een dochtermaatschappij daarvan kan in de algemene vergadering geen stem worden uitgebracht; evenmin voor een aandeel waarvan een hunner de certificaten houdt. De vennootschap of een dochtermaatschappij daarvan kan eveneens geen stem uitbrengen voor een aandeel waarop zij een recht van vruchtgebruik of een pandrecht heeft.

8. Omtrent toelating van andere dan de hiervoor in dit artikel genoemde personen beslist de algemene vergadering.

Artikel 33. Notulen. Aantekeningen van vergaderbesluiten.

1. Van het verhandelde in elke algemene vergadering worden notulen gehouden door een secretaris die door de voorzitter wordt aangewezen. De notulen worden vastgesteld door de voorzitter en de secretaris en ten blijke daarvan door hen ondertekend.

2. De voorzitter of degene die de vergadering heeft belegd, kan bepalen dat van het verhandelde een notarieel proces-verbaal van vergadering wordt opgemaakt. Het proces-verbaal wordt door de voorzitter mede ondertekend.

3. De directie houdt van alle genomen besluiten aantekening. Indien de directie niet ter vergadering is vertegenwoordigd wordt door of namens de voorzitter van de vergadering een afschrift van de genomen besluiten zo spoedig mogelijk na de vergadering aan de directie verstrekt. De aantekeningen liggen ten kantore van de vennootschap ter inzage van de aandeelhouders en anderen aan wie het vergaderrecht toekomt. Aan ieder van dezen wordt desgevraagd een afschrift of uittreksel van deze aantekeningen verstrekt tegen ten hoogste de kostprijs.

Artikel 34. Besluitvorming buiten vergadering. 

Aantekeningen.

1. Besluitvorming van aandeelhouders kan ook op andere wijze dan in een vergadering geschieden, mits alle vergadergerechtigden met deze wijze van besluitvorming hebben ingestemd. De stemmen worden schriftelijk uitgebracht. Aan het vereiste van schriftelijkheid van de stemmen wordt tevens voldaan indien het besluit onder vermelding van de wijze waarop ieder van de vergadergerechtigden aan wie het stemrecht toekomt heeft gestemd, schriftelijk is vastgelegd. De directeuren worden voorafgaand aan de besluitvorming in de gelegenheid gesteld om advies uit te brengen.

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2. Indien de besluitvorming plaatsvindt overeenkomstig lid 1 zijn alle vereisten omtrent quorum en gekwalificeerde meerderheid zoals bij de wet of deze statuten bepaald van overeenkomstige toepassing, met dien verstande dat buiten vergadering ten minste zoveel stemmen dienen te worden uitgebracht als het quorum vereist voor het desbetreffende besluit.

3. Degenen die een besluit overeenkomstig lid 1 hebben genomen, doen van het aldus genomen besluit onverwijld mededeling aan de directie. De directie houdt van het genomen besluiten aantekening.

HOOFDSTUK XI. 

Statutenwijziging en ontbindinq. Vereffening.  

Artikel 35. Statutenwijziging en ontbinding.

De algemene vergadering is bevoegd te besluiten tot wijziging van de statuten en ontbinding van de vennootschap. Wanneer aan de algemene vergadering een voorstel tot statutenwijziging of tot ontbinding van de vennootschap wordt gedaan, moet zulks steeds bij de oproeping tot de algemene vergadering worden vermeld, en moet, indien het een statutenwijziging betreft, tegelijkertijd een afschrift van het voorstel waarin de voorgedragen wijziging woordelijk is opgenomen, ten kantore van de vennootschap ter inzage worden gelegd voor aandeelhouders tot de afloop van de vergadering.

Artikel 36. Vereffening.

1. In geval van ontbinding van de vennootschap krachtens besluit van de algemene vergadering zijn de directeuren belast met de vereffening van het vermogen van de vennootschap, tenzij de algemene vergadering een andere persoon daartoe aanwijst.

2. Gedurende de vereffening blijven de bepalingen van de statuten voor zover mogelijk van kracht.

3. Hetgeen na voldoening van de schulden is overgebleven wordt overgedragen aan de aandeelhouders naar evenredigheid van het gezamenlijk bedrag van ieders aandelen.

4. Op de vereffening zijn voorts de bepalingen van Titel 1, Boek 2 van het BW van toepassing.

5. Nadat de vennootschap heeft opgehouden te bestaan worden de boeken, bescheiden en andere gegevensdragers gedurende zeven (7) jaren bewaard door degene die daartoe door de vereffenaar(s) is aangewezen.

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COMPLETE TEXT OF THE ARTICLES OF ASSOCIATION

of

Yamana Santa Cruz Holdings B.V.

from the date of the amendment of the Articles of Association by deed of amendment

executed .L.C. Schueler, civil law notary in Amsterdam, on 26 March 2021.

In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so, the Dutch text will by law govern.

CHAPTER I.

Definitions.

Article 1.

In these articles of association the following terms shall have the following meaning:

a. share: a share in the share capital of the company;

b. shareholder: holder of one (1) or more shares;

c. accountant: a “registered accountant” or other accountant referred to in article 2:393 DCC or an organisation where such accountants have a practice together;

d. general meeting: the corporate body formed by shareholders and all other persons entitled to attend general meetings as well as the meeting at which the shareholders and all other persons entitled to attend general meetings assemble;

e. DCC: the Dutch Civil Code;

f. managing director: a member of the management board;

g. management board: the management of the company;

h. subsidiary: a subsidiary as referred to in article 2:24a DCC;

i. annual accounts: the balance sheet and the profit and loss account with explanatory notes, as referred to in article 2:361 DCC;

j. annual meeting: the general meeting for the purpose of the discussion and adoption of the annual accounts;

k. in writing: a message transferred by letter, telefax, e-mail or any other commonly used means of communication that is receivable in writing or electronically;

l. company: the private company with limited liability of which its internal organization is governed by these articles of association;

m. meeting rights: the right, either in person or by proxy authorized in writing, to attend the general meeting and to address such meeting;

n. persons entitled to attend general meetings: shareholders, as well as other legal entities/persons as referred to in article 11 paragraph 3 of these articles.

Unless the contrary is shown or it is manifestly intended otherwise, a reference to the concept of word in the singular includes the reference to the plural form of this concept or word and vice versa.

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CHAPTER II.

Name, registered seat, object.

Article 2. Name and registered seat.

1. The name of the company is: Yamana Santa Cruz Holdings B.V.

2. The company’s official seat is registered in Amsterdam.

Article 3. Object.

The object of the company comprises:

a. to incorporate, to participate in any way whatsoever, to manage and supervise businesses and companies;

b. to finance businesses and companies;

c. to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities or evidence of indebtedness as well as to enter into any related agreements;

d. to provide security or in any other way to bind itself joint or severally for any third parties;

e. to provide advice and to render services to enterprises and companies with which the company forms a group and to third parties;

f. to provide guarantees, to commit the company and to encumber its assets for the purpose of companies and enterprises with which it forms a group and for the purpose of third parties;

g. to obtain, control, operate and alienate registered-bound property and any assets in general;

h. to trade in currencies, securities and assets in general;

i. to develop and trade in patents, trademarks, licenses, know-how, licenses and other industrial property rights;

j. to perform any and all activities of an industrial, financial or commercial nature;

as well as anything pertaining to the foregoing, relating or conducive thereto, all in the widest sense of the word.

CHAPTER III.

Capital. Type of shares.

Article 4. Capital.

The capital of the company consists of one (1) or more ordinary shares of one hundred euro (EUR 100) each.

2

Article 5. Registered shares. Share certificates.

1. All shares are to be registered shares and shall be consecutively numbered from number 1.

2. No share certificates shall be issued.

CHAPTER IV.

Issuance of shares. Own shares. Capital reduction.

Article 6. Issuance of shares.

1. The issuance of shares, including granting the right to acquire shares, may only be effected pursuant to a resolution of the general meeting, as well as the price and the further terms and conditions of the issue.

2. When issuing shares, the company shall not be entitled to subscribe for its own shares.

3. The issuance of shares shall furthermore require a deed executed for that purpose in the presence of a civil-law notary registered in the Netherlands to which those involved are party.

Article 7. Rights of pre-emption.

A shareholder has no pre-emptive rights upon an issue of shares or upon a grant of rights to subscribe for shares.

Article 8. Payment for shares.

1. The full nominal amount of each share must be paid when shares are acquired. It may be stipulated that the par value or a part thereof need only be paid after a certain period of time or once the company has called it in.

2. Payment for a share must be made in cash insofar as no other manner of payment has been agreed on.

3. Payment in a currency other than the par value of the shares is subject to the company’s consent.

Article 9. Acquisition and disposal of own shares.

1. The management board resolves on the acquisition by the company of shares. Acquisition by the company of shares in its own capital which are not fully paid up, shall be null and void.

2. The company may, except for no consideration, not acquire fully paid-up shares in its own capital, if:

a. the capital, less the acquisition price, is less than the reserves to be retained by virtue of the law, or

b. the management board is aware or should reasonably be able to anticipate that after the acquisition, the company will not be able to continue to pay its payable debts.

3. The previous paragraphs do not apply to shares acquired by the company by way of universal title of succession.

4. The disposal of own shares held by the company shall be effected pursuant to a resolution of and on the conditions to be stipulated by the general meeting. The disposal of shares held by the company shall be effected with due observance of the provisions regarding the transfer restrictions mentioned in these articles of association.

5. Any reference to shares in this article shall also include depository receipts of shares.

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Article 10. Reduction of capital.

1. The general meeting may resolve to reduce the issued capital by a cancellation of shares or by the reduction of the par value of the shares by way of an amendment to the articles.

2. Capital reduction must be effected in compliance with the respective applicable statutory provisions.

3. A resolution for the reduction of the issued capital with a repayment on the shares shall have no effect as long as the management board has not given its consent. The management board shall only refuse approval if it is aware or should reasonably be able to anticipate that the company can no longer continue to pay its payable debts after repayment on shares.

CHAPTER V.

Limited rights. Depository receipts. Transfer of shares.

Article 11. Usufruct. Pledge.

1. A right of usufruct or a right of pledge may be created on shares.

2. On the creation of a usufruct or a pledge in respect of a share, the voting rights may, subject to the provisions in law, be assigned to the usufructuary or pledgee.

3. Shareholders without voting rights as a result of the creation of a usufruct or a pledge and usufructuaries or pledgees with voting rights, shall have meeting rights. The usufructuary or pledgee who does not have voting rights, shall have meeting rights, unless otherwise decided upon the creation or the transfer of the usufruct or pledge.

Article 12. Depository receipts of shares.

No meeting rights can be attached to depository receipts of shares.

Article 13. Transfer of shares and limited rights. Shareholders’ rights.

1. The transfer of a share or the transfer of a limited right on shares shall require a deed executed for that purpose in the presence of a civil-law notary registered in the Netherlands to which those involved are party.

2. Unless the company itself is a party to the legal act, the rights attached to the share can only be exercised after the company has acknowledged said legal act or said deed has been served on the company in accordance with the relevant statutory provisions, or once the company has acknowledged such transfer through registration in the register of shareholders.

CHAPTER VI.

Transfer restrictions.

Article 14.

The transfer of shares is not restricted as meant to in article 2:195 DCC.

4

CHAPTER VII.

Register of shareholders.

Article 15.

1. The management board shall keep a register in which the names and addresses of all shareholders are recorded, stating the date on which they acquired the shares, the date of the acknowledgement or notification, and the amount paid for each share, and where applicable, the other particulars referred to in article 2:194 DCC.

2. The names and addresses of those with a right of usufruct or a pledge on shares shall also be entered in the register, stating the date on which they acquired the right, and the date of acknowledgement or notification, as well as the rights attached to the respective shares.

3. Each shareholder, each usufructuary and each pledgee must timely provide any required particulars to the management board.

4. The register shall regularly be updated.

5. The management board shall keep the register available at the company’s office for inspection by the persons entitled to attend general meetings.

CHAPTER VIII.

Management.

Article 16. Management board.

1. The management board consists of one (1) or more managing directors A and one (1) or more managing directors B. Both natural persons and legal entities may be managing directors.

2. The general meeting shall determine the number of managing directors.

Article 17. Appointment, suspension and dismissal.

1. The general meeting shall appoint the managing directors.

2. A managing director may at any time be suspended or dismissed by the general meeting.

Article 18. Remuneration.

The general meeting shall determine the remuneration and further conditions of employment for each managing director.

Article 19. Duties of the management board. Decision-making process. Allocation of duties.

1. Subject to the restrictions imposed by these articles of association, the management board shall be entrusted with the management of the company. In performing their duties, the managing directors shall act in accordance with the interests of the company and of the business connected with it.

2. The management board shall meet whenever a managing director so requires. A managing director may have himself represented at a meeting of the management board by a co-managing director by virtue of a written proxy.

5

3. The management board shall adopt its resolutions by an absolute majority of votes validly cast in a meeting in which a majority of the managing directors is present or represented. Each managing director may cast one (1) vote at the meetings of the management board.

4. In case of a tie of votes, the general meeting shall decide.

5. If a managing director has a direct or indirect personal conflict of interest with the company, he shall not participate in the deliberations and the decision-making process concerned in the management board. If as a result thereof no resolution of the managing board can be adopted, the resolution is adopted by the general meeting.

6. Resolutions of the management board may also be adopted in writing without recourse to a management board meeting, provided they are adopted by a unanimous vote of all managing directors. The expression in writing shall include any document transmitted by current means of communication and received in writing.

7. In compliance with these articles of association, the management board may determine regulations in which internal matters are regulated. Further to this, the managing directors, whether or not through the regulations, may mutually allocate their duties.

8. The management board shall adhere to the instructions of the general meeting, unless such instructions are contrary to an overriding interest of the company and the business connected with it.

Article 20. Approval of decisions of the management board.

1. The general meeting is entitled to subject resolutions of the management board to its approval. The management board must be notified in writing of these resolutions, which must be clearly specified.

2. Lack of approval referred to in paragraph 1 does not affect the authority of the management board or its managing directors to represent the company.

Article 21. Absence or prevention.

1. If a managing director is absent or prevented from performing his duties, the remaining managing directors shall be temporarily entrusted with the entire management of the company, provided that at least one (1) managing director A and one (1) managing director B are not absent or prevented from performing their duties.

2. If all managing directors, or the sole managing director, of a specific class, A or B, are absent or prevented from performing their duties, the management of the company shall be temporarily entrusted to the person designated for this purpose by the general meeting, together with the managing directors, or managing director, of the other class, or together with the temporary manager of the other class, as the case may be.

In the case of absence all managing directors, the person referred to in the previous sentence shall as soon as possible take the necessary measures to make definite arrangements.

3. The term absence herein means:

(a) suspension;

(b) illness;

(c) unable to contact,

in the events referred to under paragraphs (b) and (c) without the possibility of contact for a period of five (5) days between the managing director and the company, unless the general meeting, where applicable, sets down a different term.

6

Article 22. Representation.

1. The management board shall be authorised to represent the company. One (1) managing director A and one (1) managing director B acting jointly are also authorised to represent the company.

2. The management board may appoint staff members with general or limited powers to represent the company. Each staff member represents the company in compliance with any restrictions imposed on his authorization. The management board shall determine their titles.

CHAPTER IX.

Annual accounts. Profits.

Article 23. Financial year. Annual accounts.

1. The financial year coincides with the calendar year.

2. Annually, not later than five (5) months after the end of the financial year, unless due to special circumstances this term is extended by the general meeting by not more than five (5) months, the management board shall draw up the annual accounts and make them available for inspection by the shareholders at the company’s office. Within that period the management board must also make the directors’ report available for inspection by the shareholders, unless articles 2:396 paragraph 7 or 2:403 of the DCC apply.

3. The annual accounts shall be signed by all managing directors. Absence of a signature of one (1) or more of them shall be reported stating the reasons.

Article 24. Accountant.

1. The company may appoint an accountant to audit the annual accounts.

2. Such appointment shall be made by the general meeting. If the general meeting fails to do so, such appointment shall be made by the management board. The appointment may at any time be revoked by the general meeting and by those who made the appointment.

3. The accountant shall produce a report on his audit examination to the management board.

4. In addition, the accountant shall give the results of his investigations in a statement on the faithfulness of the annual accounts.

5. The provisions of this article shall not apply if pursuant to the law the company is exempt from the obligation set out in paragraph 1.

7

Article 25. Adoption of the annual accounts. Discharge. Publication.

1. The general meeting shall adopt the annual accounts. Adoption of the annual accounts shall not cause the discharge of a managing director. The general meeting may discharge a managing director through a separate resolution.

2. If all the shareholders are also managing directors of the company, the signing of the annual accounts by all of the managing directors shall also apply as the adoption of the annual accounts, providing that all the other persons entitled to attend general meetings have been given the opportunity to take cognizance of the drawn-up of the annual accounts and have consented to this manner of adoption. The adoption of the annual accounts in the manner as referred to in the previous sentence shall cause the discharge of the managing directors.

3. The company shall publish the annual accounts within eight (8) days following the adoption thereof, unless a statutory exemption is applicable.

Article 26. Profits.

1. The general meeting is authorized to appropriate the profits that follow from the adoption of the annual accounts or to determine how a deficit will be accounted for.

2. Distributions may be made only insofar as the company’s equity exceeds the total amount of the reserves to be maintained by virtue of the law.

3. The general meeting is authorized to determine a distribution from the yearly profits, with due observance of the provision as set out in paragraph 2 of this article.

4. A resolution for the distribution of profits or reserves is subject to the approval of the management board. The management board shall only withhold its approval if it is aware or could reasonably anticipate that following the distribution the company will be unable to continue to pay its payable debts.

5. Distributions shall be payable from the day determined by the general meeting.

6. The general meeting may resolve that distributions from profits or reserves shall be made in whole or in part in a form other than cash.

7. The shares held by the company in its capital are not included in the calculation for the profit distribution.

8. The management board may resolve to pay an interim distribution from the profits from the current financial year and from the profits from a past financial year for which no annual accounts have yet been adopted, with due observance of the provision as set out in paragraph 2 of this article. The management board may also resolve to make payments to the charge of any reserve.

9. For the computation of the amount to be distributed on each share, only the amount of the obligatory payments on the par value of the shares shall be taken into account.

10. A claim of a shareholder for payment of dividend shall be barred after five (5) years have elapsed.

8

CHAPTER X. 

General meetings.

Article 27. Annual meeting. Other meetings.

1. The annual meeting shall be held annually, and not later than six (6) months after the end of the financial year, or at least once every book year a resolution in accordance with article 34 of these articles of association will be taken.

2. The agenda for the annual meeting shall contain - inter alia - the following points for discussion:

a. the annual report, if the law requires the drawing of such a report;

b. the adoption of the annual accounts, unless a postponement has been granted for drawing up the annual accounts;

c. the appropriation of profits;

d. granting discharge of managing directors for their management in the last financial year;

e. any other proposal(s) brought up for discussion by the management board, by the shareholders or other persons entitled to attend the general meeting, representing at least one hundredth part of the issued share capital and announced with due observance of these articles of association.

3. Other general meetings shall be held as often as the management board deems necessary.

Article 28. Convocation. Agenda.

1. General meetings shall be convened by the management board, through letters mailed to the addresses of the person with the right to attend general meetings as shown in the register of shareholders. If the person with the right to attend general meetings agrees with this, the convocation may be sent electronically through a legible and reproducible message to the address the company has been notified of for this purpose.

2. The convocation shall take place no later than on the eighth (8^th) day prior to the date of the meeting.

3. The agenda items shall be stated in the convocation.

Article 29. Meeting place.

The general meetings shall be held in the municipality in which the company has its official seat according to these articles of association.

Article 30. Decision-making process with the consent of all the persons entitled to attend general meetings.

If one or more provisions stated in the law or in the articles of associations for the convocation of meetings has/have not been fulfilled, valid resolutions may only be adopted in a general meeting if all the persons entitled to attend general meetings have consented to the decision-making process and the managing directors have been given the opportunity to give advice on the proposals prior to the decision-making process.

9

Article 31. Chairman.

The general meeting shall itself appoint its chairman. Until that moment a managing director shall act as chairman or in the absence of such a managing director, the oldest person present at the meeting shall act as chairman.

Article 32. Meeting rights. Decisions at a meeting. Access.

1. The meeting rights accrue to persons entitled to attend general meetings.

2. The persons entitled to attend general meetings may be represented by a written proxy at the meeting. The requirement of the written element of the power of attorney is fulfilled once the power of attorney has been recorded electronically.

3. Each share confers the right to cast one (1) vote at the general meeting.

4. To the extent the law does not require a qualified majority, all resolutions shall be adopted by an absolute majority of the votes cast.

5. In the case of a tie, the proposal shall be considered rejected.

6. The managing directors are entitled to attend the general meeting and have an advisory vote as such.

7. No vote may be cast during a general meeting for a share that belongs to the company or a subsidiary, or for a share of which one of them holds depository receipts. The company or a subsidiary cannot either cast a vote for a share for which it has a right of usufruct or pledge.

8. The general meeting shall decide on the admittance of persons other than those mentioned above in this article with respect to access to general meetings.

Article 33. Minutes. Records of resolutions.

1. Minutes shall be taken of the items discussed at each general meeting by a secretary to be designated by the chairman. The minutes shall be adopted by the chairman and the secretary, and signed as evidence of the adoption of the minutes.

2. The chairman or the person who convened the meeting may decide that a notarial report of the meeting be drawn up of the items discussed. The report shall be counter-signed by the chairman.

3. The management board keeps a record of the resolutions passed. If the management board is not represented at a meeting, the chairman of the meeting shall provide the management board with a transcript of the resolutions made as soon as possible after the meeting. The records shall be deposited at the offices of the company for inspection by the shareholders and other persons entitled to attend general meetings. Upon request, each of them shall be provided with a copy or an extract of such record at not more than the actual costs.

Article 34. Resolutions outside the meetings. Records.

1. Resolutions of shareholders may be adopted in a manner other than at a meeting, provided that all the persons entitled to attend at the general meeting have consented to this decision-making method. The votes shall be cast in writing. The requirement of the written element of the voting shall also have been fulfilled once the resolution has been recorded in writing, stating the manner in which each of the persons entitled to attend general meetings with voting rights has cast his/her vote.

The managing directors are given the opportunity to advise regarding such resolution prior to the adoption thereof.

10

2. If the decision-making process takes place in accordance with paragraph 1, all the requirements with regard to the quorum and the qualified majority provided by law or by these articles shall be accordingly applicable, providing that outside the meeting at least an equal number of votes must be cast as required by the quorum for the respective resolution.

3. Those who have adopted a resolution as referred to under paragraph 1 of this article shall forthwith notify the management board.

The management board shall keep a record of the resolutions made.

CHAPTER XI.

Amendment of the articles of association and dissolution. Liquidation.

Article 35. Amendment of the articles of association and dissolution.

The general meeting is entitled to resolve to amend the articles of association and dissolve the company. When a proposal to amend the articles of association or to dissolve the company is to be made to the general meeting, the proposal must be included in the convocation for the general meeting, and in the case of an amendment to the articles of association, a copy of the proposal including the text of the proposed amendment must concurrently be deposited at the company’s office for the inspection by shareholders until the end of the meeting.

Article 36. Liquidation.

1. In the event of a dissolution of the company by virtue of a resolution of the general meeting, the managing directors shall be charged with the liquidation of the company’s assets, unless the general meeting appoints another person for this purpose.

2. During liquidation, the provisions of these articles of association shall remain in force as much as possible.

3. The balance remaining after payment of debts shall be transferred to the shareholders in proportion to the aggregate amount of their shareholding.

4. The liquidation shall furthermore be subject to the provisions of Title 1, Book 2 of the DCC.

5. After the company has ceased to exist, the books, documents and other data carriers shall be retained by the person thereto appointed by the liquidator(s) for a period of seven (7) years.

11

EX-3.5

 Exhibit 3.5

Uittreksel Handelsregister

Kamer van Koophandel^®

KvK-nummer 58924531
Pagina 1 (van 2)
	Woonadressen zijn geen openbare gegevens en alleen beschikbaar voor in artikel 51
	Handelsregisterbesluit genoemde organisaties.
	De onderneming / organisatie wil niet dat haar adresgegevens worden gebruikt voor
	ongevraagde postreclame en verkoop aan de deur.
Rechtspersoon
RSIN	853240905
Rechtsvorm	Besloten Vennootschap
Statutaire naam	Yamana Santa Cruz Holdings B.V.
Statutaire zetel	Amsterdam
Eerste inschrijving	04-10-2013
handelsregister
Datum akte van oprichting	04-10-2013
Datum akte laatste	26-03-2021
statutenwijziging
Geplaatst kapitaal	EUR 10.400,00
Gestort kapitaal	EUR 10.400,00
Deponering jaarstuk	De jaarrekening over boekjaar 2020 is gedeponeerd op 15-06-2021.
Onderneming
Handelsnaam	Yamana Santa Cruz Holdings B.V.
Startdatum onderneming	04-10-2013 (datum registratie: 04-10-2013)
Activiteiten	SBI-code: 6420 - Financiële holdings
Werkzame personen	0
Vestiging
Vestigingsnummer	000028249658
Handelsnaam	Yamana Santa Cruz Holdings B.V.
Bezoekadres	Rapenburgerstraat 179 P, 1011VM Amsterdam
Telefoonnummer	0205792134
Datum vestiging	04-10-2013 (datum registratie: 04-10-2013)
Activiteiten	SBI-code: 6420 - Financiële holdings
	Houdster- en financieringactiviteiten.
Werkzame personen	0
Enig aandeelhouder
Naam	Yamana International Holdings Coöperatie U.A.

Dit uittreksel is gewaarmerkt met een elektronische zegel en is een officieel bewijs van inschrijving in het Handelsregister. In Adobe Reader kunt u de elektronische zegel bovenin het scherm controleren. Meer informatie hierover vindt u op www.kvk.nl/egd.De Kamer van Koophandel adviseert dit uittreksel alleen digitaal te gebruiken zodat de integriteit van het document gewaarborgd en de elektronische zegel verifieerbaar blijft.

 

Uittreksel Handelsregister

Kamer van Koophandel^®

KvK-nummer 58924531
Pagina 2 (van 2)
Bezoekadres	Rapenburgerstraat 179 P, 1011VM Amsterdam
Ingeschreven onder KvK-	34287898
nummer
Enig aandeelhouder sedert	04-10-2013 (datum registratie: 04-10-2013)
Bestuurders
Naam	Heine, Liselotte Francina Maria
Geboortedatum	11-04-1969
Adres	Prinsengracht 297 1, 1016GX Amsterdam
Datum in functie	12-01-2015 (datum registratie: 15-01-2015)
Titel	Directeur B
Bevoegdheid	Gezamenlijk bevoegd (met andere bestuurder(s), zie statuten)
Naam	LeBlanc, Jason Joseph
Geboortedatum	31-01-1976
Adres	62c Airdrie Road, Toronto, ON, M4G 1M2, Canada
Datum in functie	12-08-2016 (datum registratie: 15-08-2016)
Titel	Directeur A
Bevoegdheid	Gezamenlijk bevoegd (met andere bestuurder(s), zie statuten)
Naam	van Schijndel, Michiel Friso Alexander
Geboortedatum	16-10-1979
Adres	Mr. Sixlaan 27, 1181PK Amstelveen
Datum in functie	11-08-2017 (datum registratie: 15-08-2017)
Titel	Directeur B
Bevoegdheid	Gezamenlijk bevoegd (met andere bestuurder(s), zie statuten)
	Uittreksel is vervaardigd op 11-10-2021 om 09.56 uur.

Dit uittreksel is gewaarmerkt met een elektronische zegel en is een officieel bewijs van inschrijving in het Handelsregister. In Adobe Reader kunt u de elektronische zegel bovenin het scherm controleren. Meer informatie hierover vindt u op www.kvk.nl/egd.De Kamer van Koophandel adviseert dit uittreksel alleen digitaal te gebruiken zodat de integriteit van het document gewaarborgd en de elektronische zegel verifieerbaar blijft.

EX-4.1

Exhibit 4.1

FACE OF NOTE

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

YAMANA GOLD INC.

2.630% Notes due 2031

No. R-1	US$500,000,000
	CUSIP No.: 98462Y AF7
	ISIN No.: US98462YAF79

YAMANA GOLD INC., a corporation amalgamated under the laws of the Canada (the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$500,000,000 (FIVE HUNDRED MILLION UNITED STATES DOLLARS) on August 15, 2031, at the office or agency of the Company referred to below, and to pay interest thereon on February 15, 2022, and semi-annually thereafter on February 15 and August 15 in each year, from and including August 6, 2021 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate of 2.630% per annum, until the principal hereof is paid or duly provided for, and (to the extent lawful) to pay on demand interest on any overdue principal or interest at the rate borne by this Security from and including the date on which such overdue principal, or interest becomes payable to but excluding the date payment of such principal or interest has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and such Defaulted Interest, and (to the extent lawful) interest on such Defaulted Interest at the rate borne by the Securities of this series, may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been duly executed by the Securities Administrator by manual signature, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated:                       , 2021 YAMANA GOLD INC.

By:
	Name:
	Title:

2 

SECURITIES ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:                      , 2021 CITIBANK, N.A., as Securities Administrator

By:
	Name:
	Title:

3 

REVERSE SIDE OF NOTE

This Security is one of a duly authorized issue of securities of the Company designated as its 2.630% Notes due 2031 (the “Securities”), limited (except as otherwise provided in the Indenture referred to below and except as provided in the second succeeding paragraph) in aggregate principal amount to US$500,000,000, which may be issued under an Indenture (the “Original Indenture”) dated as of June 30, 2014, by and among the Company, Wilmington Trust, National Association, as trustee (the “Trustee”, which term includes any successor trustee under the Indenture) and Citibank, N.A., as paying agent, registrar and authenticating agent (the “Securities Administrator”, which term includes any successor securities administrator under the Indenture), as supplemented by a Seventh Supplemental Indenture dated as of August 6, 2021, by and among the Company, the Guarantors named therein (the “Guarantors”), the Trustee and the Securities Administrator (the “Seventh Supplemental Indenture” and, the Original Indenture as amended and supplemented by the Seventh Supplemental Indenture, the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations, indemnities and immunities thereunder of the Company, the Guarantors, the Trustee, the Securities Administrator and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is a global Security initially representing US$500,000,000 aggregate principal amount of the Securities of this series.

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company (i) by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register or (ii) by wire transfer to an account maintained in the United States by the payee. Notwithstanding the foregoing, payments of principal, premium, if any, and interest on a global Security registered in the name of a Depositary or its nominee will be made by wire transfer of immediately available funds. Principal paid in relation to any Security of this series at Maturity shall be paid to the Holder of such Security only upon presentation and surrender of such Security to such office or agency referred to above.

As provided for in the Indenture, the Company may from time to time without notice to, or the consent of, the Holders of the Securities, create and issue additional Securities of this series under the Indenture, equal in rank to the Outstanding Securities of this series in all respects (or in all respects except for the payment of interest accruing prior to the issue date of the new Securities of this series or except for the first payment of interest following the issue date of the new Securities of this series) so that the new Securities of this series shall be consolidated and form a single series with the Outstanding Securities of this series and have the same terms as to status, redemption or otherwise as the Outstanding Securities of this series; provided that, if the additional Securities of this series are not fungible with the Outstanding Securities of this series for U.S. federal income tax purposes, the additional Securities shall have a separate CUSIP number.

The Company shall pay to the Holder of this Security such Additional Amounts and other amounts as may be payable under Section 1009 of the Original Indenture and such Additional Interest as may be payable pursuant to the Registration Rights Agreement. Whenever in this Security there is mentioned, in any context, the payment of principal (or premium, if any), interest or any other amount payable under or with respect to this Security, such mention shall be deemed to include mention of the payment of Additional Amounts and/or Additional Interest to the extent that, in such context, Additional Amounts and/or Additional Interest are, were or would be payable in respect thereof.

The Securities of this series are subject to redemption, in whole but not in part, at the option of the Company at a Redemption Price equal to 100% of the principal amount thereof plus accrued and unpaid interest to, but not including, the applicable Redemption Date, all on the terms and subject to the conditions set forth in Section 1109 of the Original Indenture.

The Securities of this series are subject to redemption upon not less than 10 or more than 60 days’ notice, as a whole or in part, at any time at the election of the Company. Prior to May 15, 2031, the Securities shall be redeemable at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if the Securities to be redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus, in each case, accrued interest thereon to, but not including, the Redemption Date. If the Securities of this series are redeemed on or after May 15, 2031, the Securities may be redeemed at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued interest thereon to, but not including, the Redemption Date.

4 

In the event of redemption of the Securities of this series in part only, the Securities Administrator will select the Securities to be redeemed by a method determined by the Securities Administrator to be fair and appropriate and in accordance with the procedures of the Depositary.

In the case of any redemption of Securities of this series, interest installments whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant record dates according to their terms and the provisions of Section 307 of the Original Indenture. Securities of this series (or portions thereof) for whose redemption payment is made or duly provided for in accordance with the Indenture shall cease to bear interest from and after the Redemption Date.

In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

Upon the occurrence of a Change of Control Repurchase Event, unless all Securities have been called for redemption by the Company as described above, the Company shall be required to make an offer to each Holder of Securities to repurchase all or any part (in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof) of such Holder’s Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of the Securities repurchased plus any accrued and unpaid interest on the Securities repurchased to, but not including, the date of repurchase, as provided in, and subject to the terms of, the Indenture.

If an Event of Default shall occur and be continuing, the principal of all the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Securities do not have the benefit of sinking fund obligations.

The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of the Company on this Security and (ii) certain restrictive covenants and the related Defaults and Events of Default applicable to the Securities of this series, upon compliance by the Company, with certain conditions set forth therein, which provisions apply to this Security.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company, the Trustee and the Securities Administrator with the consent of the Holders of a majority in aggregate principal amount of the debt securities of all series at the time Outstanding affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the debt securities of all series at the time Outstanding, on behalf of the Holders of all the debt securities of all series affected thereby, to waive compliance by the Company with certain provisions of the Indenture and also contains provisions permitting the Holders of a majority in aggregate principal amount of the debt securities of all series with respect to which a Default shall have occurred and shall be continuing, on behalf of the Holders of all debt securities of all series affected thereby, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any, on) and interest on this Security at the times, place, and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable on the Security Register of the Company, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New York duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of US$2,000 and any integral multiples of US$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same.

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No service charge shall be made for any registration of transfer or exchange of Securities of this series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustee, the Securities Administrator and any agent of the Company, the Trustee or the Securities Administrator may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee, the Securities Administrator nor any agent shall be affected by notice to the contrary.

If at any time, (i) the Depositary for the Securities of this series notifies the Company that it is unwilling or unable or no longer qualified to continue as Depositary for the Securities of this series or if at any time the Depositary for the Securities of this series shall no longer be a clearing agency registered or in good standing under the Securities Exchange Act of 1934, as amended and a successor Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company determines that the Securities of this series shall no longer be represented by a global Security or Securities or (iii) any Event of Default shall have occurred and be continuing with respect to the Securities of this series, then in such event the Company will execute and the Securities Administrator will authenticate and deliver Securities of this series in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of this Security in exchange for this Security. Such Securities of this series in definitive registered form shall be registered in such names and issued in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee and the Securities Administrator. The Securities Administrator shall deliver such Securities of this series to the Persons in whose names such Securities of this series are so registered.

The Indenture, the Guarantees and this Security shall be governed by and construed in accordance with the laws of the State of New York.

All references herein to “U.S. dollars” or “US$” means a dollar or other equivalent unit in such coin or currency of the United States of America as at the time should be legal tender for the payment of public and private debts, and all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

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EX-4.3

Exhibit 4.3

Execution Version

YAMANA GOLD INC.,

as Issuer

Jacobina Mineracao e Comercio Ltda.

Minera Meridian Limitada

Yamana SANTA CRUZ Holdings B.V.
MINERA FLORIDA LIMITADA,

as Guarantors

Wilmington Trust, National Association,

as Trustee

and

Citibank, N.A.,

as Securities Administrator

SEVENTH SUPPLEMENTAL INDENTURE

Dated as of August 6, 2021

to

Indenture

Dated as of June 30, 2014

Creating series of Securities designated as
2.630% Senior Notes due 2031

TABLE OF CONTENTS

ARTICLE One INTERPRETATIONS AND AMENDMENTS

SECTION 101.	Seventh Supplemental Indenture	2
SECTION 102.	Definitions in Seventh Supplemental Indenture	2
SECTION 103.	Interpretation not Affected by Headings	2

ARTICLE Two NOTES

SECTION 201.	Form and Terms of Notes	2
SECTION 202.	Issuance of Notes	5
SECTION 203.	Transfer Restrictions; Forms of Transfer Certificates	5

ARTICLE Three OPTIONAL REDEMPTION OF NOTES

SECTION 301.	Redemption of Notes	6
SECTION 302.	Certain Additional Definitions Relating to Redemption of Notes	7
SECTION 303.	Notice of Redemption	7

ARTICLE Four CHANGE OF CONTROL

SECTION 401.	Change of Control	8
SECTION 402.	Certain Additional Definitions Relating to Change of Control	9

ARTICLE Five GUARANTEES

SECTION 501.	Guarantees	11
SECTION 502.	Additional Amounts	12
SECTION 503.	Execution and Delivery	12
SECTION 504.	Additional Guarantees	12
SECTION 505.	Additional Events of Default	12
SECTION 506.	Release of Guarantees	12
SECTION 507.	Certain Additional Definitions Relating to Guarantees	12

ARTICLE Six THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

SECTION 601. Certain Rights of the Trustee 13

ARTICLE Seven GENERAL

SECTION 701.	Effectiveness	13
SECTION 702.	Effect of Recitals	13
SECTION 703.	Ratification of Original Indenture	13
SECTION 704.	Governing Law	13
SECTION 705.	Severability	13
SECTION 706.	Acceptance of Trust	13
SECTION 707.	Benefits of Seventh Supplemental Indenture	14
SECTION 708.	Execution	14
SECTION 709.	Agent for Service	14

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THIS SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”) dated as of August 6, 2021, by and among YAMANA GOLD INC., a corporation amalgamated under the laws of Canada (the “Company”), Jacobina Mineracao e Comercio Ltda., Minera Meridian Limitada, Yamana Santa Cruz Holdings B.V. and Minera Florida Limitada (collectively, the “Guarantors” and each, a “Guarantor”), Wilmington Trust, National Association, as Trustee (the “Trustee”) and Citibank, N.A., as paying agent, registrar and authenticating agent (the “Securities Administrator”).

RECITALS OF THE COMPANY

WHEREAS, the Company has heretofore executed and delivered to the Trustee and the Securities Administrator an Indenture, dated as of June 30, 2014 (the “Original Indenture”), providing for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the “Securities”) in one or more series;

WHEREAS, Sections 201, 301 and 901(i) of the Original Indenture provide that the Company, the Trustee and the Securities Administrator may from time to time enter into one or more indentures supplemental thereto to establish the form or terms of Securities of a new series issued pursuant to the Original Indenture;

WHEREAS, the Company desires to issue US$500,000,000 aggregate principal amount of 2.630% Notes due 2031 (the “Notes”);

WHEREAS, each Guarantor desires to fully and unconditionally guarantee the Notes (the “Guarantees”), and to provide therefor each Guarantor has duly authorized the execution and delivery of this Seventh Supplemental Indenture;

WHEREAS, the Company has requested that the Trustee and the Securities Administrator execute and deliver this Seventh Supplemental Indenture. The Company has delivered to the Trustee and the Securities Administrator an Officers’ Certificate and an Opinion of Counsel pursuant to Sections 103 and 903 of the Original Indenture to the effect, among other things, that all conditions precedent provided for in the Original Indenture to the Trustee’s and the Securities Administrator’s execution and delivery of this Seventh Supplemental Indenture have been complied with. All acts and things necessary have been done and performed to make this Seventh Supplemental Indenture enforceable in accordance with its terms, and the execution and delivery of this Seventh Supplemental Indenture has been duly authorized in all respects;

WHEREAS, all things necessary to make this Seventh Supplemental Indenture, when executed by the Company and the Guarantors, the legal, valid and binding obligation of each of the Company and the Guarantors in accordance with the terms hereof, have been done;

WHEREAS, all things necessary to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the legal, valid and binding obligations of the Company in accordance with the terms of the Notes and this Seventh Supplemental Indenture, have been done; and

WHEREAS, the Company, the Guarantors and the initial purchasers named therein have entered into that certain Registration Rights Agreement, dated as of August 6, 2021 (the “Registration Rights Agreement”), providing for the issuance from time to time of Securities issued in exchange for, and in an aggregate principal amount equal to, the Notes (the “Exchange Notes”) containing terms substantially identical to, and evidencing the same indebtedness as, the Notes exchanged therefor (except that such Exchange Notes will be registered under the Securities Act and will not bear any legend to the contrary).

NOW, THEREFORE, THIS SEVENTH SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE One

INTERPRETATIONS AND AMENDMENTS

SECTION 101.Seventh Supplemental Indenture. As used herein “Seventh Supplemental Indenture”, “hereto”, “herein”, “hereof”, “hereby”, “hereunder” and similar expressions refer to this Seventh Supplemental Indenture and not to any particular Article, Section or other portion hereof and include any and every instrument supplemental or ancillary hereto or in implementation hereof, and further include the terms of the Notes set forth in the form of Notes annexed as Schedule A hereto.

SECTION 102.Definitions in Seventh Supplemental Indenture. All terms contained in this Seventh Supplemental Indenture which are defined in the Original Indenture and not defined herein shall, for all purposes hereof, have the meanings given to such terms in the Original Indenture, unless the context otherwise specifies or requires; provided, however, that notwithstanding the foregoing, the terms “Company”, “Trustee” and “Securities Administrator” shall have the respective meanings given to them in the Original Indenture.

SECTION 103.Interpretation not Affected by Headings . The division of this Seventh Supplemental Indenture into Articles and Sections, the provision of the table of contents hereto and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Seventh Supplemental Indenture.

ARTICLE Two
NOTES

SECTION 201.Form and Terms of Notes.

(a)There shall be and there is hereby created for issuance under the Original Indenture, as supplemented by this Seventh Supplemental Indenture, a series of Securities which shall consist of an aggregate principal amount of US$500,000,000 of Notes; provided, however, that if the Company shall, at any time after the date hereof, increase the principal amount of Notes which may be issued and issue such increased principal amount (or any portion thereof), then any such additional Notes so issued shall have the same form and terms (other than the date of issuance and the date from which interest thereon shall begin to accrue and, under certain circumstances, the first interest payment date), and shall carry the same right to receive accrued and unpaid interest, as the Notes theretofore issued; provided further that, if the additional Notes are not fungible with the outstanding Notes for U.S. federal income tax purposes, the additional Notes shall have a separate CUSIP number.

(b)The Notes will mature, and the principal of the Notes and accrued and unpaid interest thereon shall be due and payable, on August 15, 2031 (the “Stated Maturity”), or such earlier date as the principal of any of the Notes may become due and payable in accordance with the provisions of the Original Indenture and this Seventh Supplemental Indenture.

(c)The Notes shall bear interest on the principal amount thereof from August 6, 2021 or from and including the most recent interest payment date to which interest shall have been paid or provided for payment on the Notes, whichever is later, at the rate of 2.630% per annum, payable semi-annually in arrears on February 15 and August 15 (each, an “Interest Payment Date”) of each year, commencing February 15, 2022, until the principal of and premium, if any, on the Notes is paid or provided for payment. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest payable, and punctually paid or provided for, on any Interest Payment Date shall, as provided in the Original Indenture, be paid to the Persons in whose names the Notes (or one or more predecessor Notes) are registered at the close of business on February 1 or August 1 (the “Regular Record Dates”), as the case may be, immediately prior to such Interest Payment Date, regardless of whether any such Regular Record Date is a Business Day. Any such interest on the Notes not so punctually paid or provided for on any Interest Payment Date shall be payable, as applicable, as provided in the form of Note annexed hereto as Schedule A to this Seventh Supplemental Indenture.

(d)Wherever in this Seventh Supplemental Indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest or any other amount payable under or with respect to the Notes, such mention will be deemed to include mention of the payment of Additional Amounts and Additional Interest, in each case to the extent that, in such context, Additional Amounts and/or Additional Interest are, were or would be payable in respect of the Notes. “Additional Interest” means any additional amounts of interest that shall become payable in respect of the Notes pursuant to the Registration Rights Agreement as a result of a registration default under such agreement.

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(e)All payments of principal of, premium, if any, and interest on the Notes will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, and all references herein to “United States dollars”, “US$ ” or “U.S. dollars” shall be deemed to refer to such coin or currency of the United States of America. If any date on which principal of, premium, if any, and interest on the Notes is payable is not a Business Day, then payment of the principal of, premium, if any, and interest on that date will be made on the next succeeding day which is a Business Day (and without any additional interest or other payment in respect of any delay), with the same force and effect as if made on such date.

(f)The principal of, premium, if any, and interest on the Notes shall be payable, and the Notes may be surrendered for exchange, registration, transfer or discharge from registration, at the Corporate Trust Office of the Securities Administrator in The City of New York, New York, and in such other places as the Company may from time to time designate in accordance with the Original Indenture. The Securities Administrator is hereby appointed as the initial Paying Agent and Security Registrar for the Notes in The City of New York, New York.

(g)The Notes shall be issued only as registered Global Securities, without coupons, in denominations of US$2,000 and any integral multiples of US$1,000 in excess thereof. The Notes initially will be represented by one or more Global Securities (collectively, the “Global Notes”) registered in the name of The Depository Trust Company, as Depositary or its nominee, or a successor depositary or its nominee.

(h)Notes offered and sold in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), shall be initially represented by one or more Global Notes (collectively, the “Restricted Global Notes”). The Restricted Global Notes (and any notes issued in exchange for the Restricted Global Notes, other than Exchange Notes), including beneficial interests in the Restricted Global Notes, will be subject to certain restrictions on transfer set forth therein and in this Seventh Supplemental Indenture and will bear the legend regarding such restrictions set forth below:

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE Company THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) TO THE Company OR ANY OF ITS SUBSIDIARIES, (II) IN THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, IF APPLICABLE, OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, SUBJECT TO THE Company’s, THE SECURITIES ADMINISTRATOR’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION REQUIRED BY THE INDENTURE, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

3 

(i) Notes offered and sold in reliance on Regulation S under the Securities Act shall be initially represented by one or more Global Notes (collectively, the “Regulation S Global Notes”) and will be deposited with the Securities Administrator as custodian for the Depositary and registered in the name of the Depositary or its nominee.

(j)All Global Notes shall also bear the following legends:

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS PERMITTED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER AUGUST 6, 2021.

(k)At any time and from time to time after the execution and delivery of this Seventh Supplemental Indenture, the Company may deliver Exchange Notes to be issued in exchange for any series of Restricted Global Notes and Regulation S Global Notes, executed by the Company for authentication, together with a Company Order for the authentication and delivery of such Exchange Notes, and the Securities Administrator in accordance with such Company Order shall authenticate and deliver such Exchange Notes.

(l)The Notes and the certificate of authentication of the Securities Administrator endorsed thereon shall be in the form set out in Schedule A to this Seventh Supplemental Indenture with such appropriate insertions, omissions, substitutions and variations as the Securities Administrator may approve and shall be numbered in such manner as the Securities Administrator may approve, such approvals of the Securities Administrator concerning any Note to be conclusively evidenced by its authentication of such Note.

(m)The Security Register referred to in Section 305 of the Original Indenture shall, with respect to the Notes, be kept at the office or agency in The City of New York, New York that the Company may from time to time designate for such purpose (which shall initially be the Corporate Trust Office of the Securities Administrator in The City of New York, New York), and at such other place or places as the Company, with the approval of the Trustee and the Securities Administrator may hereafter designate.

(n)The Notes shall be subject to redemption at the option of the Company as provided in Article Three (Optional Redemption of Notes) of this Seventh Supplemental Indenture and Article Eleven of the Original Indenture and repurchase by the Company as provided in Article Four (Change of Control) of this Seventh Supplemental Indenture. The Company shall not otherwise be required to redeem, purchase or repay Notes pursuant to any mandatory redemption, sinking fund or analogous provision or at the option of the Holders thereof. The Notes will not be convertible into or exchangeable for securities of any Person.

4 

(o)The Notes shall have the other terms and provisions set forth in the form of Note attached hereto as Schedule A to this Seventh Supplemental Indenture with the same force and effect as if such terms and provisions were set forth in full herein.

SECTION 202.Issuance of Notes. The Notes in the aggregate principal amount of US$500,000,000 shall be executed by the requisite authorized officers of the Company and delivered by the Company to the Securities Administrator on the date of issue for authentication and delivery pursuant to and in accordance with the provisions of Section 303 of the Original Indenture and, upon the requirements of such provisions being complied with, the Notes shall be authenticated by or on behalf of the Securities Administrator and delivered by it to or upon the Company Order of the Company without any further act or formality on the part of the Company. Neither the Trustee nor the Securities Administrator shall have any duty or responsibility with respect to the use or application of any of the Notes so certified and delivered or the proceeds thereof.

SECTION 203.Transfer Restrictions; Forms of Transfer Certificates.

(a)No transfer of any beneficial interest in a Restricted Global Note may take place except in accordance with the provisions of this Section 203.

(b)A beneficial interest in a Restricted Global Note may be transferred to a person who takes delivery in the form of an interest in a Restricted Global Note without furnishing any certificate to the Trustee or the Securities Administrator or a designee of the Trustee or the Securities Administrator.

(c)A beneficial interest in a Regulation S Global Note may be transferred to a person who takes delivery in the form of an interest in a Regulation S Global Note without furnishing any certificate to the Trustee or the Securities Administrator or a designee of the Trustee or the Securities Administrator.

(d)A beneficial interest in a Restricted Global Note may be transferred to a person who takes delivery in the form of a Regulation S Global Note only if the following certificate from the transferor is furnished to the Securities Administrator and/or any person designated by the Trustee and the Securities Administrator to receive such certificates:

TRANSFER CERTIFICATE OF RULE 144A NOTES TO REGULATION S NOTES

The undersigned transferor hereby certifies, in connection with its transfer to [name of transferee], transferee, dated [date], of [specify amount] in principal face amount of beneficial interests in [title of Security], currently held by the Depositary as a Restricted Global Note, as those terms are defined in the Indenture governing [title of security], that such transfer is being made in accordance with (specify by checkmark):

¨ Rule 904 of Regulation S under the Securities Act

¨ Rule 144 under the Securities Act

This Certificate shall be governed by and construed in accordance with the laws of the State of New York.

(e)A beneficial interest in a Regulation S Global Note may be transferred to a person who takes delivery in the form of a Restricted Global Note only if the following certificate from the transferor is furnished to the Securities Administrator and/or any person designated by the Trustee and the Securities Administrator to receive such certificates:

TRANSFER CERTIFICATE OF REGULATION S NOTES TO RULE 144A NOTES

The undersigned transferor hereby certifies, in connection with its transfer to [name of transferee], transferee, dated [date], of [specify amount] in principal face amount of beneficial interests in [title of Security], currently held by the Depositary as a Regulation S Global Note, as those terms are defined in the Indenture governing [title of security], that such transfer is being made (i) to a person whom the transferor reasonably believes is a qualified institutional buyer as defined in Rule 144A under the Securities Act and (ii) in a transaction meeting the requirements of Rule 144A.

5 

This Certificate shall be governed by and construed in accordance with the laws of the State of New York.

(f)Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in another Global Note shall, upon transfer, cease to be an interest in such Global Notes and shall become an interest in such other Global Note and, accordingly, shall thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

ARTICLE Three
OPTIONAL REDEMPTION OF NOTES

SECTION 301.Redemption of Notes. The Notes shall be redeemable, in whole or in part, at any time at the option of the Company, subject to the following conditions:

(a)prior to May 15, 2031, the Notes shall be redeemable (in the manner and in accordance with and subject to the terms and provisions set forth in Article Eleven of the Original Indenture), at a Redemption Price equal to the greater of:

(i)100% of the principal amount of the Notes to be redeemed; and

(ii)the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if the Notes to be redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points;

plus, in each case, accrued interest thereon to, but not including, the Redemption Date; and

(b)on or after May 15, 2031, the Notes shall be redeemable (in the manner and in accordance with and subject to the terms and provisions set forth in Article Eleven of the Original Indenture), at a Redemption Price equal to (i) 100% of the principal amount of the Notes to be redeemed, plus (ii) accrued interest thereon to, but not including, the Redemption Date.

Notice of redemption shall be given in the manner provided for in Section 107 of the Original Indenture not less than 10 nor more than 60 days prior to the Redemption Date, to each Holder of Notes to be redeemed. Any notice of redemption in connection with this Section 301 may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in us or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Company will provide written notice to the Securities Administrator of any such rescission as soon as practicable after the Company determines that such conditions precedent will not be able to be satisfied or the Company is not able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price as set forth in this Section 301.

The Company shall provide written notice to the Trustee and the Securities Administrator prior to the Redemption Date of the calculation of the Redemption Price. The Redemption Price shall be calculated by the Independent Investment Banker, and the Company, the Trustee, the Securities Administrator and any Paying Agent shall be entitled to rely conclusively on such calculation.

6 

SECTION 302.Certain Additional Definitions Relating to Redemption of Notes. For the purposes of this Seventh Supplemental Indenture, the following expressions shall have the following meanings:

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed (assuming, for this purpose, that the Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes.

“Comparable Treasury Price” means, with respect to any Redemption Date, (A) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Company obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company;

“Par Call Date” means May 15, 2031, the date that is three months prior to the Stated Maturity.

“Reference Treasury Dealer Quotations ” means any Redemption Date, the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by a Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such Redemption Date.

“Reference Treasury Dealer” means each of BofA Securities, Inc. and Citigroup Global Markets Inc. or their respective affiliates which are primary U.S. government securities dealers, and three other primary U.S. government securities dealers in the United States (each a “Primary Treasury Dealer”) selected by the Company, and their respective successors; provided, however, that if any of the foregoing or their affiliates shall cease to be a Primary Treasury Dealer, the Company shall substitute another Primary Treasury Dealer.

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

SECTION 303.Notice of Redemption. Section 1104 of the Original Indenture shall be amended by replacing clause (b) with the following:

“(b)           All notices of redemption shall state:

(1)           the Redemption Date;

(2)           the Redemption Price and the amount of accrued interest to the Redemption Date payable as provided in Section 1106, if any;

(3)           if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed;

(4)           in case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the Holder will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed;

(5)           that on the Redemption Date, the Redemption Price and accrued interest, if any, to the Redemption Date payable as provided in Section 1106 will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date;

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(6)           the Place or Places of Payment where such Securities are to be surrendered for payment of the Redemption Price and accrued interest, if any;

(7)           that the redemption is for a sinking fund, if such is the case;

(8)           CUSIP numbers of such Securities to be redeemed; and

(9)           if applicable, any condition to such redemption.”

ARTICLE Four
CHANGE OF CONTROL

SECTION 401.Change of Control. With respect to the Notes:

(a)Upon the occurrence of a Change of Control Repurchase Event, unless all Notes have been called for redemption pursuant to Section 301 hereof, the Company shall be required to make an offer to each Holder of the Notes to repurchase all or any part (in multiples of US$1,000 with no Notes of a principal amount of US$2,000 or less purchased in part) of such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest on the Notes, to, but not including, the date of repurchase (the “Change of Control Payment”).

(b)Within 30 days following any Change of Control Repurchase Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall mail a notice to each Holder of Notes, with a copy to the Trustee and the Securities Administrator, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in such notice and specifying:

(i)if applicable, that a Change of Control has occurred and that such Holder has the right to require the Company to purchase all or a portion of such Holder’s Notes at a repurchase price in cash equal to the Change of Control Payment and that all Notes tendered will be accepted for payment;

(ii)the circumstances and relevant facts regarding such Change of Control;

(iii)the instructions, as determined by the Company, consistent with this Section 401, that a Holder must follow in order to have its Notes purchased;

(iv)the Change of Control Payment and the repurchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”);

(v)the CUSIP number for the Notes;

(vi)that any Note not tendered shall continue to accrue interest;

(vii)that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;

(viii)that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(ix)that Holders shall be entitled to withdraw their election referred to in clause (viii) if the Paying Agent receives, not later than the close of business on the first Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased;

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(x)that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to US$2,000 in principal amount or an integral multiple of US$1,000 in excess thereof; and

(xi)if such notice is mailed prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.

(c)The Company shall comply with the requirements of Rule 14e–1 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act”) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 401, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 401 by virtue of such conflict.

(d)On the Change of Control Payment Date, the Company will, to the extent lawful:

(i)accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(ii)deposit with the Trustee or the Securities Administrator, as paying agent, an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(iii)deliver or cause to be delivered to the Trustee or the Securities Administrator, as paying agent, the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

(e)The Trustee or the Securities Administrator, as paying agent, will promptly pay to each Holder of the Notes properly tendered the Change of Control Payment for such Notes, and the Securities Administrator, as authenticating agent, will promptly authenticate and deliver to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note shall be in a minimum principal amount of US$2,000 and integral multiple of US$1,000 in excess thereof.

(f)The Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 401 applicable to a Change of Control Offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.

(g)Prior to the occurrence of a Change of Control Repurchase Event, the provisions set forth in this Section 401 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

SECTION 402.Certain Additional Definitions Relating to Change of Control. For the purposes of this Seventh Supplemental Indenture, the following expressions shall have the following meanings:

“Change of Control” means the occurrence of any of the following:

(1)       the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation or statutory plan of arrangement or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s assets and the assets of the Company’s subsidiaries taken as a whole to any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than to the Company or one of its subsidiaries;

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(2)       the consummation of any transaction (including, without limitation, any merger, amalgamation or statutory plan of arrangement or consolidation) the result of which is that any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Company’s Voting Stock or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;

(3)       the Company consolidates, amalgamates, or enters into a statutory plan of arrangement with, or merges with or into, any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), or any person consolidates, amalgamates, or enters into a statutory plan of arrangement with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, Voting Stock representing more than 50% of the combined voting power of the surviving person immediately after giving effect to such transaction;

(4)       the first day on which the majority of the members of the Company’s Board of Directors cease to be Continuing Directors; or

(5)       the adoption of a plan relating to the Company’s liquidation or dissolution.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of the ultimate parent holding company immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that transaction or (B) immediately following that transaction no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of the Voting Stock of such ultimate parent holding company, measured by voting power rather than number of shares.

“Change of Control Offer ” means an offer to repurchase the Notes pursuant to Section 401 hereof.

“Change of Control Repurchase Event” means each of the Rating Agencies during the trigger period (as defined below) downgrade their ratings of the Notes by at least one “notch” and, following such downgrades, the Notes are rated below Investment Grade by each of the Rating Agencies on any date during the 60-day period (the “trigger period”) (which trigger period shall be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of the (1) public announcement by the Company of any Change of Control (or pending Change of Control) or (2) consummation of such Change of Control. Notwithstanding the foregoing, no Change of Control Repurchase Event shall be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Continuing Director” means, as of any date of determination, any member of the Company’s Board of Directors who was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating of BBB - or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any additional rating agency or rating agencies selected by the Company.

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

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“Rating Agency” means each of Moody’s and S&P; provided, that if either Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for any reason that is beyond the Company’s control, the Company may select (as certified by a resolution of the Company’s Board of Directors) a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, as a replacement agency for Moody’s or S&P, or both of them, as the case may be.

“S&P” means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, and its successors.

“Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

ARTICLE Five
GUARANTEES

SECTION 501.Guarantees .

(a)Each Guarantor hereby fully and unconditionally guarantees to each Holder of Notes, the due and punctual payment of the principal of, premium, if any, and interest on the Notes, the due and punctual payment of any Additional Amounts and/or Additional Interest that may be payable with respect to such Notes, when and as the same shall become due and payable, whether on the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms hereof and of the Original Indenture. In case of the failure of the Company punctually to make any such payment of principal, premium, if any, or interest, or any Additional Amounts and/or Additional Interest that may be payable with respect to the Notes, each Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company.

(b)Each Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the Notes, the Original Indenture or this Seventh Supplemental Indenture, any failure to enforce the provisions of the Notes, the Original Indenture or this Seventh Supplemental Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto or hereto, by the Holder of the Notes or the Trustee or Securities Administrator or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of each Guarantor, increase the principal amount of the Notes, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to the Notes or the indebtedness evidenced thereby or with respect to any Additional Amounts and/or Additional Interest that may be payable with respect to the Notes and all demands whatsoever, and covenants that its obligations under this Article Five will not be discharged except by payment in full of the principal of, premium, if any, and interest on and any Additional Amounts and/or Additional Interest that may be payable with respect to the Notes.

(c)Each Guarantor shall be subrogated to all rights of each Holder of the Notes, the Trustee and the Securities Administrator against the Company in respect of any amounts paid to such Holder by each Guarantor pursuant to the provisions of this Article Five; provided, however, that no Guarantor shall be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, and interest on all Notes of the same series issued under this Seventh Supplemental Indenture and any Additional Amounts and/or Additional Interest with respect to such Notes shall have been paid in full.

(d)Any term or provision of the Original Indenture and this Seventh Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of the Notes guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Guarantor without rendering the Guarantee, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance, fraudulent transfer, corporate benefit, financial assistance or similar laws affecting the rights of creditors generally.

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(e)By executing this Seventh Supplemental Indenture, each of the Guarantors acknowledge and agree that the obligations to compensate, reimburse, and indemnify the Trustee and the Securities Administrator under the Original Indenture, including, without limitation, Section 607 of the Original Indenture, shall apply to such Guarantors and that the Guarantors and the Company, jointly and severally, are obligated to compensate, reimburse, and indemnify the Trustee and the Security Administrator in accordance with the terms of the Original Indenture, including, without limitation, Section 607 of the Original Indenture.

SECTION 502.Additional Amounts.

(a)The obligations of the Company pursuant to Section 1009 of the Original Indenture shall apply, mutatis mutandis, to each Guarantor. For purposes of this section, the “Relevant Taxing Jurisdiction” of each Guarantor shall be the jurisdiction in which such Guarantor is organized and any authority or agency therein or thereof having power to tax.

SECTION 503.Execution and Delivery.

(a)To evidence its Guarantee set forth in Section 501, each Guarantor hereby agrees that this Seventh Supplemental Indenture shall be executed on behalf of such Guarantor by an authorized officer or person holding an equivalent title.

(b)Each Guarantor hereby agrees that its Guarantee set forth in Section 501 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(c)If an Officer whose signature is on this Seventh Supplemental Indenture no longer holds that office at the time the Securities Administrator authenticates any Notes, the Guarantees shall nevertheless be valid.

(d)The delivery of any Notes by the Securities Administrator, after the authentication thereof, shall constitute due delivery of the Guarantee set forth in this Seventh Supplemental Indenture on behalf of the Guarantors.

SECTION 504.Additional Guarantees. If any Subsidiary shall be a Credit Agreement Guarantor at a time when such Subsidiary is not a Guarantor, the Company shall cause such Subsidiary to execute a supplemental indenture pursuant to which such Subsidiary shall become a Guarantor hereunder. The Company shall cause any such Subsidiary to comply with the provisions of this Article Five.

SECTION 505.Additional Events of Default. In addition to the Events of Default provided in the Original Indenture, each of the following shall constitute an Event of Default with respect to the Notes: (i) a Guarantee of a Restricted Subsidiary ceases to be in full force and effect or is declared to be null and void and unenforceable; (ii) such Guarantee is found to be invalid; or (iii) such Restricted Subsidiary denies its liability under such Guarantee (other than by reason of release of the Restricted Subsidiary in accordance with the terms of this Seventh Supplemental Indenture).

SECTION 506.Release of Guarantees. A Guarantor will be released and relieved of its obligations under its Guarantee in respect of the Notes, and such Guarantee will be terminated, upon Company Order (without the consent of the Trustee or the Securities Administrator) (i) if the Guarantor is no longer a Credit Agreement Guarantor or will be released and relieved of its obligations under the Credit Agreement concurrently with the release of such Guarantee, and (ii) upon satisfaction and discharge, defeasance or covenant defeasance with respect to the Notes under the terms of the Original Indenture.

SECTION 507.Certain Additional Definitions Relating to Guarantees. For the purposes of this Seventh Supplemental Indenture, the following expressions shall have the following meanings:

“Credit Agreement” means the Company’s amended and restated credit agreement, dated as of February 29, 2012 (as it may be amended, modified, amended and restated or replaced from time to time).

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“Credit Agreement Guarantor” means any Subsidiary of the Company that has issued a guarantee or is otherwise an obligor under the Credit Agreement.

ARTICLE Six
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

SECTION 601.Certain Rights of the Trustee. Section 603 of the Original Indenture shall be amended by replacing clause (i) with the following:

“the Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof through written notice of the event which is in fact a default and such written notice is received by such Responsible Officer at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture. For purposes of determining the Trustee’s responsibility and liability hereunder, whenever reference is made in this Indenture to a default or an Event of Default, such reference shall be construed to refer only to such default or Event of Default for which the Trustee has or is deemed to have notice pursuant to this Section 603(i).”

ARTICLE Seven
GENERAL

SECTION 701.Effectiveness. This Seventh Supplemental Indenture shall become effective upon its execution and delivery.

SECTION 702.Effect of Recitals. The recitals contained herein and in the Notes, except the Securities Administrator’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee, the Securities Administrator nor any Authenticating Agent assumes any responsibility for their correctness. Neither the Trustee, the Securities Administrator nor any Authenticating Agent shall be accountable for the use or application by the Company of the Notes or the proceeds thereof. The Trustee and the Securities Administrator each accept the amendments of the Original Indenture effected by this Seventh Supplemental Indenture, but on the terms and conditions set forth in the Original Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee and the Securities Administrator, respectively. Neither the Trustee nor the Securities Administrator make any representations as to (i) the validity or sufficiency of this Seventh Supplemental Indenture or of the Notes, except that each of the Trustee and the Securities Administrator represents that it is duly authorized to execute and deliver this Seventh Supplemental Indenture, and the Securities Administrator represents that it is duly authorized to authenticate the Notes, (ii) the proper authorization hereof by the Company and the Guarantors by action or otherwise, (iii) the due execution hereof by the Company and the Guarantors or (iv) the consequences of any amendment herein provided for.

SECTION 703.Ratification of Original Indenture. The Original Indenture as amended and supplemented by this Seventh Supplemental Indenture is in all respects ratified and confirmed, and this Seventh Supplemental Indenture shall be deemed part of the Original Indenture in the manner and to the extent herein and therein provided.

SECTION 704.Governing Law. This Seventh Supplemental Indenture, the Original Indenture as supplemented hereby and the Notes shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 705.Severability. In case any provision in this Seventh Supplemental Indenture, the Original Indenture as amended and supplemented hereby or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 706.Acceptance of Trust. Each of the Trustee and the Securities Administrator hereby accepts the trusts in this Seventh Supplemental Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein before set forth in trust for the various Persons who shall from time to time be Holders subject to all the terms and conditions herein set forth.

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SECTION 707.             Benefits of Seventh Supplemental Indenture. Nothing in this Seventh Supplemental Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto, and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Seventh Supplemental Indenture.

SECTION 708.Execution. The parties may sign any number of copies of this Seventh Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Seventh Supplemental Indenture. Delivery of an executed counterpart of a signature page to this Seventh Supplemental Indenture by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery as a manually executed counterpart thereof and may be used in lieu of the original Seventh Supplemental Indenture for all purposes. Unless otherwise provided herein or in the Original Indenture, the words “execute”, “execution”, “signed”, and “signature” and words of similar import used in or related to any document to be signed in connection with this Seventh Supplemental Indenture, the Original Indenture or any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act, provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by such Trustee pursuant to procedures approved by such Trustee.

SECTION 709.Agent for Service. By the execution and delivery of this Seventh Supplemental Indenture, each of the Company and the Guarantors (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, C T Corporation System, 28 Liberty Street, New York, New York 10005 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Notes or this Seventh Supplemental Indenture that may be instituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws or brought by the Trustee or the Securities Administrator (whether in their individual capacities or in their capacities as Trustee or Securities Administrator hereunder (as applicable)) or, subject to Section 507 of the Original Indenture, any Holder of Notes in any United States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon C T Corporation System and written notice of said service to the Company or such Guarantor, as applicable, at its principal office and in the manner specified in the Original Indenture, shall be deemed in every respect effective service of process upon the Company or such Guarantor, as applicable, in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of C T Corporation System in full force and effect so long as any of the Notes shall be Outstanding or any amounts shall be payable in respect of any Notes.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed, as of the day and year first above written.

YAMANA GOLD INC.
By:	/s/ Jason LeBlanc
	Name:  Jason LeBlanc
	Title:    Senior Vice President, Finance and Chief Financial Officer

[Signature Page for the Seventh Supplemental Indenture]

Jacobina Mineracao e Comercio Ltda.

By:	/s/ Carolina Sampaio Batista
	Name:  Carolina Sampaio Batista
	Title:    Director

By:	/s/ Sergio Marcos Visconti
	Name:  Sergio Marcos Visconti
	Title:    Director

[Signature Page for the Seventh Supplemental Indenture]

Minera Meridian Limitada
By:	/s/ Cristóbal Correa
	Name:  Cristóbal Correa
	Title:    Delegate
By:	/s/ Andrés Guzmán
	Name:  Andrés Guzmán
	Title:    Delegate

[Signature Page for the Seventh Supplemental Indenture]

Yamana SANTA CRUZ Holdings B.V.
By:	/s/ Jason LeBlanc
	Name:  Jason LeBlanc
	Title:    Director A
By:	/s/ Michiel van Schijndel
	Name:  Michiel van Schijndel
	Title:    Director B

*due to COVID-19 travel restrictions, this document could not be signed in the Netherlands

https://www.canada.ca/en/revenue-agency/campaigns/covid-19-update/guidance-international-income-tax-issues.html

[Signature Page for the Seventh Supplemental Indenture]

MINERA FLORIDA LIMITADA
By:	/s/ Cristóbal Correa
	Name: Cristóbal Correa
	Title:   Delegate
By:	/s/ Andrés Guzmán
	Name: Andrés Guzmán
	Title:   Delegate

[Signature Page for the Seventh Supplemental Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Nedine P. Sutton
	Name: Nedine P. Sutton
	Title:   Vice President

[Signature Page for the Seventh Supplemental Indenture]

CITIBANK, N.A., as Securities Administrator
By:	/s/ Danny Lee
	Name: Danny Lee
	Title:   Senior Trust Officer

[Signature Page for the Seventh Supplemental Indenture]

Schedule A

FORM OF NOTE
FACE OF NOTE

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

[insert U.S. restrictive legend, if applicable]

UNLESS PERMITTED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER AUGUST 6, 2021.

YAMANA GOLD INC.

2.630% Notes due 2031

No. [●]	US$[●]
	CUSIP No.: [●]
	ISIN No.: [●]

YAMANA GOLD INC., a corporation amalgamated under the laws of the Canada (the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[●] ([●] MILLION United States DOLLARS) on August 15, 2031, at the office or agency of the Company referred to below, and to pay interest thereon on February 15, 2022, and semi-annually thereafter on February 15 and August 15 in each year, from and including August 6, 2021 or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate of 2.630% per annum, until the principal hereof is paid or duly provided for, and (to the extent lawful) to pay on demand interest on any overdue principal or interest at the rate borne by this Security from and including the date on which such overdue principal, or interest becomes payable to but excluding the date payment of such principal or interest has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and such Defaulted Interest, and (to the extent lawful) interest on such Defaulted Interest at the rate borne by the Securities of this series, may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been duly executed by the Securities Administrator by manual signature, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated:    August 6, 2021	YAMANA GOLD INC.
	By:
		Name:
		Title:

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SECURITIES ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:    August 6, 2021	CITIBANK, N.A., as Securities Administrator
	By:
		Name:
		Title:

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REVERSE SIDE OF NOTE

This Security is one of a duly authorized issue of securities of the Company designated as its 2.630% Notes due 2031 (the “Securities”), limited (except as otherwise provided in the Indenture referred to below and except as provided in the second succeeding paragraph) in aggregate principal amount to US$500,000,000, which may be issued under an Indenture (the “Original Indenture”) dated as of June 30, 2014, by and among the Company, Wilmington Trust, National Association, as trustee (the “Trustee”, which term includes any successor trustee under the Indenture) and Citibank, N.A., as paying agent, registrar and authenticating agent (the “Securities Administrator”, which term includes any successor securities administrator under the Indenture), as supplemented by a Seventh Supplemental Indenture dated as of August 6, 2021, by and among the Company, the Guarantors named therein (the “Guarantors”), the Trustee and the Securities Administrator (the “Seventh Supplemental Indenture” and, the Original Indenture as amended and supplemented by the Seventh Supplemental Indenture, the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations, indemnities and immunities thereunder of the Company, the Guarantors, the Trustee, the Securities Administrator and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is a global Security initially representing US$[●] aggregate principal amount of the Securities of this series.

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company (i) by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register or (ii) by wire transfer to an account maintained in the United States by the payee. Notwithstanding the foregoing, payments of principal, premium, if any, and interest on a global Security registered in the name of a Depositary or its nominee will be made by wire transfer of immediately available funds. Principal paid in relation to any Security of this series at Maturity shall be paid to the Holder of such Security only upon presentation and surrender of such Security to such office or agency referred to above.

As provided for in the Indenture, the Company may from time to time without notice to, or the consent of, the Holders of the Securities, create and issue additional Securities of this series under the Indenture, equal in rank to the Outstanding Securities of this series in all respects (or in all respects except for the payment of interest accruing prior to the issue date of the new Securities of this series or except for the first payment of interest following the issue date of the new Securities of this series) so that the new Securities of this series shall be consolidated and form a single series with the Outstanding Securities of this series and have the same terms as to status, redemption or otherwise as the Outstanding Securities of this series; provided that, if the additional Securities of this series are not fungible with the Outstanding Securities of this series for U.S. federal income tax purposes, the additional Securities shall have a separate CUSIP number.

The Company shall pay to the Holder of this Security such Additional Amounts and other amounts as may be payable under Section 1009 of the Original Indenture and such Additional Interest as may be payable pursuant to the Registration Rights Agreement. Whenever in this Security there is mentioned, in any context, the payment of principal (or premium, if any), interest or any other amount payable under or with respect to this Security, such mention shall be deemed to include mention of the payment of Additional Amounts and/or Additional Interest to the extent that, in such context, Additional Amounts and/or Additional Interest are, were or would be payable in respect thereof.

The Securities of this series are subject to redemption, in whole but not in part, at the option of the Company at a Redemption Price equal to 100% of the principal amount thereof plus accrued and unpaid interest to, but not including, the applicable Redemption Date, all on the terms and subject to the conditions set forth in Section 1109 of the Original Indenture.

The Securities of this series are subject to redemption upon not less than 10 or more than 60 days’ notice, as a whole or in part, at any time at the election of the Company. Prior to May 15, 2031, the Securities shall be redeemable at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if the Securities to be redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus, in each case, accrued interest thereon to, but not including, the Redemption Date. If the Securities of this series are redeemed on or after May 15, 2031, the Securities may be redeemed at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued interest thereon to, but not including, the Redemption Date.

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In the event of redemption of the Securities of this series in part only, the Securities Administrator will select the Securities to be redeemed by a method determined by the Securities Administrator to be fair and appropriate and in accordance with the procedures of the Depositary.

In the case of any redemption of Securities of this series, interest installments whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant record dates according to their terms and the provisions of Section 307 of the Original Indenture. Securities of this series (or portions thereof) for whose redemption payment is made or duly provided for in accordance with the Indenture shall cease to bear interest from and after the Redemption Date.

In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

Upon the occurrence of a Change of Control Repurchase Event, unless all Securities have been called for redemption by the Company as described above, the Company shall be required to make an offer to each Holder of Securities to repurchase all or any part (in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof) of such Holder’s Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of the Securities repurchased plus any accrued and unpaid interest on the Securities repurchased to, but not including, the date of repurchase, as provided in, and subject to the terms of, the Indenture.

If an Event of Default shall occur and be continuing, the principal of all the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Securities do not have the benefit of sinking fund obligations.

The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of the Company on this Security and (ii) certain restrictive covenants and the related Defaults and Events of Default applicable to the Securities of this series, upon compliance by the Company, with certain conditions set forth therein, which provisions apply to this Security.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company, the Trustee and the Securities Administrator with the consent of the Holders of a majority in aggregate principal amount of the debt securities of all series at the time Outstanding affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the debt securities of all series at the time Outstanding, on behalf of the Holders of all the debt securities of all series affected thereby, to waive compliance by the Company with certain provisions of the Indenture and also contains provisions permitting the Holders of a majority in aggregate principal amount of the debt securities of all series with respect to which a Default shall have occurred and shall be continuing, on behalf of the Holders of all debt securities of all series affected thereby, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any, on) and interest on this Security at the times, place, and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable on the Security Register of the Company, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New York duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of US$2,000 and any integral multiples of US$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same.

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No service charge shall be made for any registration of transfer or exchange of Securities of this series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustee, the Securities Administrator and any agent of the Company, the Trustee or the Securities Administrator may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee, the Securities Administrator nor any agent shall be affected by notice to the contrary.

If at any time, (i) the Depositary for the Securities of this series notifies the Company that it is unwilling or unable or no longer qualified to continue as Depositary for the Securities of this series or if at any time the Depositary for the Securities of this series shall no longer be a clearing agency registered or in good standing under the Securities Exchange Act of 1934, as amended and a successor Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company determines that the Securities of this series shall no longer be represented by a global Security or Securities or (iii) any Event of Default shall have occurred and be continuing with respect to the Securities of this series, then in such event the Company will execute and the Securities Administrator will authenticate and deliver Securities of this series in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of this Security in exchange for this Security. Such Securities of this series in definitive registered form shall be registered in such names and issued in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee and the Securities Administrator. The Securities Administrator shall deliver such Securities of this series to the Persons in whose names such Securities of this series are so registered.

The Indenture, the Guarantees and this Security shall be governed by and construed in accordance with the laws of the State of New York.

All references herein to “U.S. dollars” or “US$” means a dollar or other equivalent unit in such coin or currency of the United States of America as at the time should be legal tender for the payment of public and private debts, and all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

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EX-4.4

Exhibit 4.4

Execution Version

REGISTRATION RIGHTS AGREEMENT

dated as of August 6, 2021

between

Yamana Gold Inc.

the Guarantors specified herein

and

BOFA SECURITIES, INC.

CITIGROUP GLOBAL MARKETS INC.

as Representatives of the several Initial Purchasers

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 6, 2021, between Yamana Gold Inc., a corporation amalgamated under the laws of Canada (the “Company”), and the subsidiaries of the Company that are initially Guarantors (as defined below), on the one hand, and BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several Initial Purchasers (collectively, the “Initial Purchasers”) named in Schedule 1 to the Purchase Agreement (as defined below), on the other hand. Pursuant to the Purchase Agreement, the Initial Purchasers have agreed to purchase, severally and not jointly, the Company’s 2.630% Senior Notes due 2031 (the “Notes”). The Notes are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities.”

This Agreement is made pursuant to the Purchase Agreement, dated August 4, 2021 (the “Purchase Agreement”), among the Company, the initial Guarantors and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of Transfer Restricted Securities (as defined herein), including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in the Purchase Agreement.

The parties hereby agree as follows:

1.Certain Definitions. For purposes of this Agreement, the following terms shall have the following respective meanings:

“Additional Interest” shall have the meaning assigned thereto in Section 2(c) hereof.

“Base Interest” shall mean the interest that would otherwise accrue on the Notes under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.

The term “broker-dealer” shall mean any broker or dealer registered with the Commission under the Exchange Act.

“Closing Date” shall mean the date on which the Securities are initially issued.

“Commission” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

“Effective Time”, in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

“Electing Holder” shall mean any holder of Transfer Restricted Securities that has returned a completed and signed Notice and Questionnaire to the Company (or its counsel) in accordance with Section 3(b)(ii) or 3(b)(iii) hereof.

“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended.

“Exchange Offer” shall have the meaning assigned thereto in Section 2(a) hereof.

“Exchange Registration” shall have the meaning assigned thereto in Section 3(a) hereof.

“Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a) hereof.

“Exchange Securities” shall have the meaning assigned thereto in Section 2(a) hereof.

“Guarantors” means the Guarantors named in Schedule 2 of the Purchase Agreement, and any other subsidiary of the Company that hereafter becomes a Guarantor under the Indenture, that in each case remains a Guarantor under the Indenture as of any relevant time.

The term “holder” shall mean the Initial Purchasers and other persons who acquire Transfer Restricted Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Transfer Restricted Securities; provided that for purposes of any obligation of the Company to give notice to any holders, “holder” shall mean the record owner of Transfer Restricted Securities.

“Indenture” shall mean the Indenture dated as of June 30, 2014, among the Company, Wilmington Trust, National Association, as Trustee (the “Trustee”) and Citibank, N.A., as paying agent, registrar and authenticating agent (the “Securities Administrator”), as amended and supplemented by the Seventh Supplemental Indenture thereto, among the Company, the Guarantors, the Trustee and the Securities Administrator, as the same shall be amended or supplemented from time to time.

“Initial Purchasers” shall have the meaning ascribed to such term in the first paragraph of this Agreement.

“MJDS” means the U.S./Canada Multijurisdictional Disclosure System adopted by the Commission and Canadian securities regulators.

“Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto.

“Ontario Securities Laws” shall mean the Securities Act (Ontario) and the rules, regulations and national, multijurisdictional and local instruments and published policy statements applicable in the province of Ontario.

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“OSC” means the Ontario Securities Commission.

The term “person” shall mean a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency.

“Registration Default” shall have the meaning assigned thereto in Section 2(c) hereof.

“Registration Expenses” shall have the meaning assigned thereto in Section 4 hereof.

“Resale Period” shall have the meaning assigned thereto in Section 2(a) hereof.

“Restricted Holder” shall mean (i) a holder that is an affiliate of the Company or any Guarantor within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities, and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Transfer Restricted Securities acquired by the broker-dealer directly from the Company or any Guarantor, as applicable.

“Rule 144”, “Rule 405” and “Rule 415” shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

“Securities Act” shall mean the United States Securities Act of 1933, as amended.

“Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof.

“Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof.

“Transfer Restricted Securities” shall mean each Security until:

(1)the date on which such Security has been exchanged by a person other than a broker-dealer for an Exchange Security in the Exchange Offer;

(2)following the exchange by a broker-dealer in the Exchange Offer of a Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Registration Statement;

(3)the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; or

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(4) such Security shall cease to be outstanding.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision.

2.Registration Under the Securities Act.

(a)Except as set forth in Section 2(b) below, the Company and the Guarantors agree, on or prior to 240 days after the Closing Date, to file under the Securities Act a registration statement on an appropriate form relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Notes for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors which debt securities and guarantees are substantially identical to the Notes and the Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree to use their respective commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act on or prior to 420 days after the Closing Date. The Company and the Guarantors further agree to use their commercially reasonable efforts to commence and complete the Exchange Offer on or prior to 45 business days after such registration statement has become effective, hold the Exchange Offer open for not less than 20 business days and exchange Exchange Securities for all Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under blue sky or securities laws of a substantial majority of the States of the United States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is not less than 20 business days following the commencement of the Exchange Offer. The Company and the Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer that has acquired such Transfer Restricted Securities for its own account as a result of market-making activities or other trading activities and not directly from the Company or any Guarantor, and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Transfer Restricted Securities, other than Transfer Restricted Securities acquired from the Company. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.

(b)If (i) on or prior to the time the Exchange Offer is completed, existing Commission interpretations are changed such that the debt securities received by holders other than Restricted Holders in the Exchange Offer for Transfer Restricted Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within the applicable time period set forth in section 2(a) hereof or (iii) the Exchange Offer is not available to any holder of the Securities in the United States (other than Restricted Holders), the Company and the Guarantors shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use their commercially reasonable efforts to file with the Commission, a “shelf” registration statement on an appropriate form providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Transfer Restricted Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Company and the Guarantors agree to use their commercially reasonable efforts (x) to cause the Shelf Registration Statement to become or be declared effective on or prior to 420 days after the Closing Date and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the first anniversary of the Effective Time or such time as there are no longer any Transfer Restricted Securities outstanding, provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Transfer Restricted Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Transfer Restricted Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Transfer Restricted Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company and the Guarantors in accordance with Section 3(b)(iii) hereof. The Company and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission.

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(c) In the event that (i) the Exchange Offer Registration Statement has not been filed with the Commission on or prior to the date that such registration statement is required to be filed pursuant to Section 2(a), or (ii) the Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the date that such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 45 business days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made), or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the time periods specified herein, or (v) the Company and the Guarantors require holders to refrain from disposing of their Securities or Exchange Securities under the circumstances described in Section 3(g) and that suspension period exceeds 45 days in one instance or 90 days in the aggregate during any consecutive 12-month period (each such event referred to in clauses (i) through (v), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as the sole remedy for such Registration Default, additional interest (“Additional Interest”), in addition to the Base Interest, shall accrue on the Notes that are Transfer Restricted Securities at a per annum rate of 0.25% with respect to the first 90-day period immediately following the occurrence of the first Registration Default. The amount of the Additional Interest will increase by an additional per annum rate of 0.25% with respect to each subsequent 90 day Registration Default Period until all Registration Defaults have been cured, up to a maximum per annum rate of 0.50% for all Registration Defaults. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease. The Company and the Guarantors shall pay all Additional Interest, if any, in the manner and on the dates specified in the Indenture.

(d)The Company and the Guarantors shall use their commercially reasonable efforts to take all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated. Such actions may include amending and supplementing the prospectus and amending the Exchange Registration Statement or Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Exchange Registration Statement or Shelf Registration Statement.

(e)Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

(f)The Company and the Guarantors will (i) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto to comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto, when it becomes effective, not to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Registration Statement or Shelf Registration Statement, and any supplement to such prospectus, not to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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3.Registration Procedures.

If the Company and the Guarantors file a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:

(a)In connection with the obligations of the Company and the Guarantors with respect to the registration of Exchange Securities as contemplated by Section 2(a) (the “Exchange Registration”), if applicable, the Company and the Guarantors shall, as soon as practicable (or as otherwise specified):

(i)on or prior to 240 days after the Closing Date, prepare and file with the Commission an Exchange Registration Statement on an appropriate form of registration statement that may be utilized by the Company and the Guarantors and which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers that have not acquired Transfer Restricted Securities directly from the Company or any Guarantor during the Resale Period to be effected as contemplated by Section 2(a), and use its commercially reasonable efforts to cause such Exchange Registration Statement to become effective on or prior to 420 days after the Closing Date;

(ii)as soon as practicable prepare and file with the Commission such amendments and supplements to such Exchange Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and purposes contemplated in Section 2(a) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and promptly provide each broker-dealer holding Exchange Securities not acquired directly from the Company and the Guarantors with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities;

(iii)promptly notify each broker-dealer that has requested or, to the knowledge of the Company and the Guarantors, received copies of the prospectus included in such registration statement, and confirm such advice in writing, (A) in cases where a broker-dealer has specifically requested such information, when such Exchange Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, (B) with respect to such Exchange Registration Statement or any post-effective amendment, when the same has become effective, (C) in cases where a broker-dealer has specifically requested such information, any request by the Commission or the OSC for amendments or supplements to such Exchange Registration Statement or prospectus or for additional information, (D) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Registration Statement or the initiation or threatening of any proceedings for that purpose, (E) of the receipt by the Company or any Guarantor of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or any applicable Ontario Securities Laws or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(iv)in the event that the Company and the Guarantors would be required, pursuant to Section 3(a)(iii)(F) above, to notify any broker-dealers holding Exchange Securities, without delay prepare and furnish to each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and the Ontario Securities Laws, if applicable, and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

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(v)use their commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Registration Statement or any post-effective amendment thereto at the earliest practicable date;

(vi)use their commercially reasonable efforts to (A) register or qualify (or obtain an exemption from such registration or qualification) the Exchange Securities under the securities laws or blue sky laws of such jurisdictions in the United States as are contemplated by Section 2(a) no later than the commencement of the Exchange Offer, (B) keep such registrations or qualifications (or the exemptions therefrom) in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably necessary or advisable to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided, however, that none of the Company or any Guarantor shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(a)(vi), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its shareholders;

(vii)obtain the consent or approval of each governmental agency or authority, whether federal, state, provincial or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange Securities by broker-dealers during the Resale Period;

(viii)provide CUSIP numbers for all Exchange Securities, not later than the applicable Effective Time; and

(ix)comply with all applicable rules and regulations of the Commission and make generally available to its securityholders as soon as practicable but no later than eighteen months after the effective date of such Exchange Registration Statement, an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

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(b)In connection with the obligations of the Company and the Guarantors with respect to the Shelf Registration, if applicable, the Company and the Guarantors shall, as soon as practicable (or as otherwise specified):

(i)prepare and file with the Commission a Shelf Registration Statement on an appropriate form of registration statement which may be utilized by the Company and the Guarantors and which shall register all of the Transfer Restricted Securities for resale by the holders thereof in accordance with such method or methods of disposition as may be specified by such of the holders as, from time to time, may be Electing Holders and use its commercially reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to 420 days after the Closing Date;

(ii)not less than 30 days prior to the Effective Time of the Shelf Registration Statement, mail the Notice and Questionnaire to the holders of Transfer Restricted Securities; provided that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Transfer Restricted Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Company and the Guarantors (or their counsel) by the deadline for response set forth therein; and provided, further, that holders of Transfer Restricted Securities shall have at least 30 days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Company and the Guarantors (or their counsel);

(iii)after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Transfer Restricted Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Company and the Guarantors shall not be required to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Transfer Restricted Securities until 30 days after such holder has returned a completed and signed Notice and Questionnaire to the Company and the Guarantors (or their counsel);

(iv)as soon as practicable prepare and file with the Commission and, if applicable, the OSC such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by the applicable rules and regulations of the Commission and the OSC and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission and the OSC;

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(v)comply with the provisions of the Securities Act and any applicable Ontario Securities Laws with respect to the disposition of all of the Transfer Restricted Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement;

(vi)provide (A) any Electing Holders, (B) the underwriters (which term, for purposes of this Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C) any sales or placement agent therefor, (D) counsel for any such underwriter or agent and (E) not more than one counsel for all the Electing Holders, the opportunity to review and provide comments in connection with the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission or, if applicable, the OSC and each amendment or supplement thereto;

(vii)for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b), make available during reasonable business hours at the Company’s principal place of business or such other reasonable place for inspection by the persons referred to in Section 3(b)(vi) such financial and other information and books and records of the Company and the Guarantors, and cause the officers, employees, counsel and independent chartered accountants of the Company and the Guarantors to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to agree in writing to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company and the Guarantors as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such Shelf Registration Statement or otherwise), or (B) such person shall be required to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company and the Guarantors prompt prior written notice of such requirement);

(viii)promptly notify each of the Electing Holders, any sales or placement agent therefor and any underwriter thereof (which notification may be made through any managing underwriter that is a representative of such underwriter for such purpose) and confirm such advice in writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed with the Commission or the OSC, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) in cases where an Electing Holder has specifically requested such information in writing, of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state or province with respect thereto or any request by the Commission for amendments or supplements to such Shelf Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company and the Guarantors contemplated by Section 3(b)(xvii) cease to be true and correct in all material respects, (E) of the receipt by the Company and the Guarantors of any notification with respect to the suspension of the qualification of the Transfer Restricted Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) if at any time when a prospectus is required to be delivered under the Securities Act or Ontario Securities Laws, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or any applicable Ontario Securities Laws or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

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(ix)use its commercially reasonable efforts to obtain the withdrawal of (A) any order suspending the effectiveness of such Shelf Registration Statement or any post-effective amendment thereto at the earliest practicable date or (B) the suspension of the qualification of the Transfer Restricted Securities for sale in any jurisdiction;

(x)if requested by any managing underwriter or underwriters, any placement or sales agent or any Electing Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission or, if applicable, the OSC and as such managing underwriter or underwriters, such agent or such Electing Holder specifies should be included therein relating to the terms of the sale of such Transfer Restricted Securities, including information with respect to the principal amount of Transfer Restricted Securities being sold by such Electing Holder or agent or to any underwriters, the name and description of such Electing Holder, agent or underwriter, the offering price of such Transfer Restricted Securities and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters and with respect to any other terms of the offering of the Transfer Restricted Securities to be sold by such Electing Holder or agent or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(xi)furnish to each Electing Holder, each placement or sales agent, if any, therefor, each underwriter, if any, thereof and the respective counsel referred to in Section 3(b)(vi) an executed copy (or, in the case of an Electing Holder, a conformed copy) of such Shelf Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto (in the case of an Electing Holder of Transfer Restricted Securities, upon request) and documents incorporated by reference therein) and such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such Electing Holder, agent or underwriter, as the case may be) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and any applicable Ontario Securities Laws, and such other documents, as such Electing Holder, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the offering and disposition of the Transfer Restricted Securities owned by such Electing Holder, offered or sold by such agent or underwritten by such underwriter and to permit such Electing Holder, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act and any applicable Ontario Securities Laws; and the Company and the Guarantors hereby consent to the use of such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder and by any such agent and underwriter, in each case in the form most recently provided to such person by the Company and the Guarantors, in connection with the offering and sale of the Transfer Restricted Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto;

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(xii)use their commercially reasonable efforts to (A) register or qualify (or obtain an exemption from such registration or qualification) the Transfer Restricted Securities to be included in such Shelf Registration Statement under such securities laws or blue sky laws of such jurisdictions in the United States as any Electing Holder and each placement or sales agent, if any, therefor and underwriter, if any, thereof shall reasonably request and ensure that any Transfer Restricted Securities can be offered in a private placement in any provinces of Canada in which any Electing Holders are resident, (B) keep such registrations or qualifications (or the exemptions therefrom) in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration is required to remain effective under Section 2(b) above and for so long as may be necessary to enable any such Electing Holder, agent or underwriter to complete its distribution of Securities pursuant to such Shelf Registration Statement and (C) take any and all other actions as may be reasonably necessary or advisable to enable each such Electing Holder, agent, if any, and underwriter, if any, to consummate the disposition in such jurisdictions of such Transfer Restricted Securities; provided, however, that none of the Company or any Guarantor shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(b)(xii), (2) consent to general service of process in any such jurisdiction, or (3) make any changes to its constating documents or by-laws or any agreement between it and its shareholders;

(xiii)use their commercially reasonable efforts to obtain the consent or approval of each governmental agency or authority, whether federal or state, which may be required to effect the Shelf Registration or the offering or sale in connection therewith or to enable the selling holder or holders to offer, or to consummate the disposition of, their Transfer Restricted Securities in the United States;

(xiv)unless any Transfer Restricted Securities shall be in book-entry only form, cooperate with the Electing Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold, which certificates, if so required by any securities exchange upon which any Transfer Restricted Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends (except as may be required by Canadian provincial securities laws with respect to Transfer Restricted Securities held by Electing Holders resident in any Canadian province); and, in the case of an underwritten offering, enable such Transfer Restricted Securities to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of the Transfer Restricted Securities;

(xv)provide CUSIP numbers for all Transfer Restricted Securities, not later than the applicable Effective Time;

(xvi)enter into one or more underwriting agreements, engagement letters, agency agreements, “best efforts” underwriting agreements or similar agreements, as appropriate, including customary provisions relating to indemnification and contribution, and take such other actions in connection therewith as any Electing Holders aggregating at least a majority in aggregate principal amount of the Transfer Restricted Securities at the time outstanding shall reasonably request in order to expedite or facilitate the disposition of such Transfer Restricted Securities in the United States; provided that the Company and the Guarantors shall not be required to enter into any such agreement more than twice with respect to all of the Transfer Restricted Securities and may delay entering into any such agreement until the consummation of any underwritten public offering in which the Company and the Guarantors shall be engaged provided that such delay is reasonable;

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(xvii)whether or not an agreement of the type referred to in Section 3(b)(xvi) hereof is entered into and whether or not any portion of the offering contemplated by the Shelf Registration is an underwritten offering or is made through a placement or sales agent or any other entity, (A) make such representations and warranties to the Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof in form, substance and scope as are customarily made in connection with an offering of debt securities pursuant to any appropriate agreement or to a registration statement filed on the form applicable to the Shelf Registration; (B) use commercially reasonable efforts to obtain opinions of counsel to the Company and the Guarantors in customary form and covering such matters, of the type customarily covered by such an opinion as the managing underwriters, if any, or as any Electing Holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities at the time outstanding may reasonably request, addressed to such Electing Holder or Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof and dated the effective date of such Shelf Registration Statement (and if such Shelf Registration Statement contemplates an underwritten offering of a part or all of the Transfer Restricted Securities, dated the date of the closing under the underwriting agreement relating thereto); (C) use commercially reasonable efforts to obtain a “cold comfort” letter or letters from the independent chartered accountants of the Company (and the independent chartered accountants of any other entity, to the extent that financial statements of such other entity (or pro forma financial statements which include financial information relating to such other entity) are included or incorporated by reference in the Shelf Registration Statement) addressed to the selling Electing Holders, the placement or sales agent, if any, therefor or the underwriters, if any, thereof, dated (i) the effective date of such Shelf Registration Statement and (ii) the effective date of any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus (and, if such Shelf Registration Statement contemplates an underwritten offering pursuant to any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus, dated the date of the closing under the underwriting agreement relating thereto), such letter or letters to be in customary form and covering such matters of the type customarily covered by letters of such type; (D) deliver such documents and certificates, including officers’ certificates, as may be reasonably requested by any Electing Holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities at the time outstanding or the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof to evidence the accuracy of the representations and warranties made pursuant to clause (A) above and the compliance with or satisfaction of any agreements or conditions contained in the underwriting agreement or other agreement entered into by the Company and the Guarantors; and (E) undertake such obligations relating to expense reimbursement, indemnification and contribution as are provided in Section 5 hereof;

(xviii)notify in writing each holder of Transfer Restricted Securities of any proposal by the Company and the Guarantors to amend or waive any provision of this Agreement pursuant to Section 7(g) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be;

(xix)in the event that any broker-dealer registered under the Exchange Act shall underwrite any Transfer Restricted Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Conduct Rules”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or any successor thereto, as amended from time to time) thereof, whether as a holder of such Transfer Restricted Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such broker-dealer in complying with the requirements of such Conduct Rules, including by (A) if such Conduct Rules shall so require, engaging a “qualified independent underwriter” (as defined in such Conduct Rules) to participate in the preparation of the Shelf Registration Statement relating to such Transfer Restricted Securities and to exercise usual standards of due diligence in respect thereto, (B) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof (or to such other customary extent as may be requested by such underwriter), and (C) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Conduct Rules; and

(xx)comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such Shelf Registration Statement, an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

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(c) In the event that the Company and the Guarantors would be required, pursuant to Section 3(a)(iii)(F) or Section 3(b)(viii)(F) above, to notify, as applicable, each broker-dealer, the Electing Holders, the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof, the Company and the Guarantors shall without delay prepare and furnish to each of the Electing Holders, to each placement or sales agent, if any, and to each such underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Transfer Restricted Securities, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and any applicable Ontario Securities Laws and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Each Electing Holder agrees that upon receipt of any notice from the Company and the Guarantors pursuant to Section 3(a)(iii)(F) or Section 3(b)(viii)(F) hereof, such broker-dealer, Electing Holder, underwriter or placement or sales agent shall forthwith discontinue the disposition of Transfer Restricted Securities pursuant to the Exchange Registration Statement or the Shelf Registration Statement applicable to such Transfer Restricted Securities until such broker-dealer, Electing Holder, underwriter or placement or sales agent shall have received copies of such amended or supplemented prospectus and if so directed by the Company, such broker-dealer, Electing Holder, underwriter or placement or sales agent shall destroy or deliver to the Company and the Guarantors (at the Company’s expense) all copies, other than permanent file copies, then in such Electing Holder’s possession of the prospectus covering such Transfer Restricted Securities at the time of receipt of such notice.

(d)In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice Questionnaire, the Company and the Guarantors may require such Electing Holder to furnish to the Company and the Guarantors such additional information regarding such Electing Holder and such Electing Holder’s intended method of distribution of Transfer Restricted Securities as may be required in the reasonable judgment of counsel for the Company and the Guarantors in order to comply with the Securities Act. Each such Electing Holder agrees to notify the Company and the Guarantors as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing Holder to the Company and the Guarantors or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Transfer Restricted Securities or omits or would omit to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Transfer Restricted Securities required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Company and the Guarantors any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Transfer Restricted Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

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(e) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Guarantors, prior to the completion of the Exchange Offer, a written representation to the Company and the Guarantors to the effect that (A) it is not an affiliate of the Company or the Guarantors, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business, and such holder shall make such other written representations as the Company and the Guarantors may reasonably request in order to comply with applicable Ontario Securities Laws. As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each holder shall acknowledge and agree that any broker-dealer and any such holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such holder in exchange for Securities acquired by such holder directly from the Company and the Guarantors.

(f)Until the expiration of one year after the Closing Date, the Company and the Guarantors will not, and will not permit any of their “affiliates” (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act.

(g)By its acquisition of Securities or Exchange Securities each Electing Holder and each broker-dealer agrees that, upon the Company and the Guarantors providing notice to such Electing Holder or broker-dealer or the underwriter or placement or sales agent, as the case may be, (x) of the happening of any event of the kind described in clauses (D), (E) or (F) of Section 3(a)(iii) hereof or clauses (C), (E) or (F) of Section 3(b)(viii) hereof, or (y) that the Board of Directors of the Company has resolved that the Company and the Guarantors have a bona fide business purpose for doing so, then, upon providing such notice (which shall refer to this Section 3(g)), the Company and the Guarantors may delay the filing or the effectiveness of the Exchange Registration Statement or the Shelf Registration Statement (if not then filed or effective, as applicable) and shall not be required to maintain the effectiveness thereof or amend or supplement the Exchange Registration Statement or the Shelf Registration Statement, in all cases, for a period (a “Delay Period”) expiring upon the earlier to occur of (i) in the case of the immediately preceding clause (x), receipt by such broker-dealer, Electing Holder, underwriter or placement or sales agent of the copies of the supplemented or amended prospectus contemplated by Section 3(c) hereof or until it is advised in writing by the Company and the Guarantors pursuant to Section 3(c) hereof that the use of the applicable prospectus may be resumed, and has received copies of any amendments or supplements thereto or (ii) in the case of the immediately preceding clause (y), the date which is the earlier of (A) the date on which such business purpose ceases to interfere with the obligations of the Company and the Guarantors to file or maintain the effectiveness of such Exchange Registration Statement or the Shelf Registration Statement pursuant to this Agreement or (B) 45 days after the Company and the Guarantors notify the Electing Holders of such good faith determination. The period of effectiveness of the Exchange Registration Statement provided for in Section 2(a) above and the Shelf Registration Statement provided for in Section 2(b) shall each be extended by a number of days equal to the number of days during any Delay Period. No Delay Period shall exceed 45 consecutive days, and the aggregate number of days in all Delay Periods shall not exceed 90 during any 12-month period.

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4.Registration Expenses.

The Company and the Guarantors agree to bear and to pay or cause to be paid promptly all expenses incident to the performance of or compliance with this Agreement by the Company and the Guarantors, including (a) any and all Commission, OSC and FINRA registration, filing and review fees and expenses including reasonable fees and disbursements of counsel for the placement or sales agent or underwriters in connection with such registration, filing and review, (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under the State securities and blue sky laws referred to in Section 3(b)(xii) hereof and determination of their eligibility for investment under the laws of such jurisdictions as any managing underwriters or the Electing Holders may designate, including any reasonable fees and disbursements of counsel for the Electing Holders or underwriters in connection with such qualification and determination, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Securities for delivery and the expenses of printing or producing any underwriting agreements, agreements among underwriters, selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone and delivery expenses relating to the offering, sale or delivery of Securities and the preparation of documents referred to in clause (c) above, (e) fees and expenses of the Trustee and the Securities Administrator under the Indenture, any agent of the Trustee and the Securities Administrator and any counsel for the Trustee and the Securities Administrator and of any collateral agent, security trustee or custodian, (f) internal expenses (including all salaries and expenses of the Company’s officers and employees performing legal or accounting duties), (g) fees, disbursements and expenses of counsel of the Company and the Guarantors and independent chartered accountants of the Company and any other applicable chartered accountants (including the expenses of any opinions or “cold comfort” letters required by or incident to such performance and compliance), (h) fees, disbursements and expenses of any “qualified independent underwriter” engaged pursuant to Section 3(b)(xix) hereof, (i) reasonable fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Company and which counsel may also be counsel for the Initial Purchasers), (j) any fees charged by securities rating services for rating the Securities, and (k) fees, expenses and disbursements of any other persons, including special experts, retained by the Company and the Guarantors in connection with such registration (collectively, the “Registration Expenses”). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Transfer Restricted Securities or any placement or sales agent therefor or underwriter thereof, the Company and the Guarantors shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a request therefor with supporting documentation evidencing the Registration Expenses. Notwithstanding the foregoing, the holders of the Transfer Restricted Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Transfer Restricted Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

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5.Indemnification.

(a)Indemnification by the Company and the Guarantors. Each of the Company and the Guarantors, jointly and severally, will indemnify and hold harmless each Initial Purchaser, its affiliates, as such term is defined in Rule 405 under the Securities Act and each person, if any, who controls each Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the holders of Transfer Restricted Securities included in an Exchange Registration Statement, each of the Electing Holders of Transfer Restricted Securities included in a Shelf Registration Statement and each person who participates as underwriter in any offering or sale of such Transfer Restricted Securities against any losses, claims, damages or liabilities, joint or several, to which such Initial Purchaser, holder, underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:

(i)any information or statement contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, furnished by the Company to any Initial Purchaser, any such holder, Electing Holder, underwriter, or any amendment or supplement thereto, as the case may be, under which such Transfer Restricted Securities were registered under the Securities Act, which contains or is alleged to contain an untrue statement of a material fact or omits or is alleged to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or

(ii)any information or statement contained in any preliminary, final or summary prospectus, as the case may be, furnished by the Company to any Initial Purchaser, any such holder, Electing Holder, underwriter, or any amendment or supplement thereto, as the case may be, which at the time and in the light of the circumstances under which it was made contains or is alleged to contain an untrue statement of a material fact or omits or is alleged to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Initial Purchaser, such holder, such Electing Holder, and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action, loss, claim, damage or liability as such expenses are incurred; provided, however, that the Company and the Guarantors shall not be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such person expressly for use therein.

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(b)Indemnification by the Holders and any Underwriters. The Company and the Guarantors may require, as a condition to including any Transfer Restricted Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Company and the Guarantors shall have received an undertaking reasonably satisfactory to them from the Electing Holder of such Transfer Restricted Securities and from each underwriter named in any such underwriting agreement severally and not jointly, to (i) indemnify and hold harmless the Company and the Guarantors and all other holders of Transfer Restricted Securities, against any losses, claims, damages or liabilities to which the Company and the Guarantors or such other holders of Transfer Restricted Securities may become subject, under the Securities Act, the Ontario Securities Laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company and the Guarantors to any such Electing Holder or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 5(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Transfer Restricted Securities pursuant to such registration.

(c)Notices of Claims, Etc. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either Section 5(a) or 5(b) above, the indemnified party shall promptly notify the indemnifying party in writing, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may otherwise have otherwise than on account of this indemnity. The indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an indemnified party.

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(d)Contribution. If for any reason the indemnification provisions contemplated by Section 5(a) or Section 5(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5(d) were determined by pro rata allocation (even if the holders or any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 5(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5(d), no holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Transfer Restricted Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Transfer Restricted Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The holders’ and any underwriters’ obligations in this Section 5(d) to contribute shall be several in proportion to the principal amount of Transfer Restricted Securities registered or underwritten, as the case may be, by them and not joint.

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(e)The obligations of the Company and the Guarantors under this Section 5 shall be in addition to any liability which the Company and the Guarantors may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder and underwriter and each person, if any, who controls any holder or underwriter within the meaning of the Securities Act; and the obligations of the holders and any underwriters contemplated by this Section 5 shall be in addition to any liability which the respective holder or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and the Guarantors (including any person who, with his or her consent, is named in any registration statement as about to become a director of the Company and the Guarantors) and to each person, if any, who controls the Company and the Guarantors within the meaning of the Securities Act.

6.Underwritten Offerings.

(a)Selection of Underwriters. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold pursuant to an underwritten offering, the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Transfer Restricted Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company and the Guarantors.

(b)Participation by Holders. Each holder of Transfer Restricted Securities hereby agrees with each other such holder that no such holder may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

7.Miscellaneous.

(a)No Inconsistent Agreements. The Company and the Guarantors represent, warrant, covenant and agree that they have not granted, and shall not grant, registration rights with respect to Transfer Restricted Securities or any other securities which would be inconsistent with the terms contained in this Agreement.

(b)Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: if to the Company and the Guarantors, to Yamana Gold Inc., 200 Bay Street, Suite 2200, Royal Bank Plaza, North Tower, Toronto, Ontario M5J 2J3, Canada, (fax : 416-815-0021); Attention: General Counsel, and if to a holder, to the address of such holder set forth in the security register or other records of the Company and the Guarantors, or to such other address as the Company and the Guarantors or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

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(c)Parties in Interest. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and the holders from time to time of the Transfer Restricted Securities and the respective successors and assigns of the parties hereto and such holders. In the event that any transferee of any holder of Transfer Restricted Securities shall acquire Transfer Restricted Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of, this Agreement. If the Company and the Guarantors shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Transfer Restricted Securities subject to all of the applicable terms hereof.

(d)Survival. The respective indemnities, agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any holder of Transfer Restricted Securities, any director, officer or partner of such holder, any underwriter or any director, officer or partner thereof, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Transfer Restricted Securities pursuant to the Purchase Agreement and the transfer and registration of Transfer Restricted Securities by such holder and the consummation of an Exchange Offer.

(e)Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(f)Headings. The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

(g)Entire Agreement; Amendments. This Agreement and the other writings referred to herein (including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Company and the Guarantors and the holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities at the time outstanding. Each holder of any Transfer Restricted Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 7(g), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Transfer Restricted Securities or is delivered to such holder.

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(h)Inspection. For so long as this Agreement shall be in effect, this Agreement and a complete list of the names and addresses of all the holders of Transfer Restricted Securities shall be made available for inspection and copying on any business day by any holder of Transfer Restricted Securities for proper purposes only (which shall include any purpose related to the rights of the holders of Transfer Restricted Securities under the Securities, the Indenture and this Agreement) at the offices of the Company at the address thereof set forth in Section 7(b) above and at the office of the Securities Administrator under the Indenture.

(i)Counterparts. This Agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

(j)Service of Process. The Company and the Guarantors (i) agree that any legal suit, action or proceeding against it brought by any holder, the Initial Purchasers, any underwriter or by any person who controls any holder or underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal or state court located in the Borough of Manhattan in the City of New York in the State of New York (“New York Court”), (ii) waive, to the fullest extent they may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed C T Corporation System, 28 Liberty Street, New York, New York 10005, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such legal suit, action or preceding against the Company and the Guarantors arising out of or based upon this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any holder, Initial Purchaser or underwriter or by any person who controls any holder, Initial Purchaser or underwriter. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company and the Guarantors.

(k)Judgment Currency. In respect of any judgment or order given or made for any amount due hereunder that is expressed and paid in a currency (the “judgment currency”) other than United States dollars, the Company and the Guarantors shall indemnify each holder or underwriter against any loss incurred by such holder or underwriter as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the judgment currency for the purpose of such judgment or order and (ii) the rate of exchange at which a holder or underwriter is able to purchase United States dollars with the amount of judgment currency actually received by such holder or underwriter. The foregoing indemnity shall constitute a separate and independent obligation of the Company and the Guarantors and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of or conversion into United States dollars.

[Signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

YAMANA GOLD INC.
By:	/s/ Jason LeBlanc
	Name: Jason LeBlanc
	Title:   Senior Vice President, Finance and Chief Financial Officer

[Signature Page to Registration Rights Agreement]

Jacobina Mineracao e Comercio Ltda.
By:	/s/ Carolina Sampaio Batista
	Name: Carolina Sampaio Batista
	Title:   Director
By:	/s/ Sergio Marcos Visconti
	Name: Sergio Marcos Visconti
	Title:   Director

[Signature Page to Registration Rights Agreement]

Minera Meridian Limitada
By:	/s/ Cristóbal Correa
	Name: Cristóbal Correa
	Title:   Delegate
By:	/s/ Andrés Guzmán
	Name: Andrés Guzmán
	Title:   Delegate

[Signature Page to Registration Rights Agreement]

Yamana SANTA CRUZ Holdings B.V.

By: /s/ Jason LeBlanc

Name: Jason LeBlanc

Title:   Director A

By: /s/ Michiel van Schijndel

Name: Michiel van Schijndel

Title:   Director B

*due to COVID-19 travel restrictions, this document could not be signed in the Netherlands https://www.canada.ca/en/revenue-agency/campaigns/covid-19-update/guidance-international-income-tax-issues.html

[Signature Page to Registration Rights Agreement]

MINERA FLORIDA LIMITADA

By: /s/ Cristóbal Correa

Name: Cristóbal Correa

Title:   Delegate

By: /s/ Andrés Guzmán

Name: Andrés Guzmán

Title:   Delegate

[Signature Page to Registration Rights Agreement]

Confirmed and accepted as of the date first above written:

BOFA SECURITIES, INC.

CITIGROUP GLOBAL MARKETS INC.

Acting on behalf of themselves and the several Initial Purchasers

BOFA SECURITIES, INC.

By:	/s/ Laurie Campbell
	Name: Laurie Campbell
	Title:   Managing Director

CITIGROUP GLOBAL MARKETS INC.

By:	/s/ Brian D. Bednarski
	Name: Brian D. Bednarski
	Title:   Managing Director

[Signature Page to Registration Rights Agreement]

Exhibit A

FORM OF INSTRUCTION TO DTC PARTICIPANTS

[Date of Mailing]

URGENT — IMMEDIATE ATTENTION REQUESTED
DEADLINE FOR RESPONSE: [DATE](a)

The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the Yamana Gold Inc. (the “Company”) 2.630% Senior Notes due 2031 (the “Securities”) are held.

The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Yamana Gold Inc., 200 Bay Street, Suite 2200, Royal Bank Plaza, North Tower, Toronto, Ontario M5J 2J3, Canada, (fax : 416-815-0021); Attention: General Counsel.

(a) Not less than 30 days from date of mailing

FORM OF NOTICE OF REGISTRATION STATEMENT
and
SELLING SECURITYHOLDER QUESTIONNAIRE

[Date]

Reference is hereby made to the Registration Rights Agreement (the “Registration Rights Agreement”) among Yamana Gold Inc. (the “Company”), the subsidiary guarantors referred to therein (the “Guarantors”), and the Initial Purchasers named therein. Pursuant to the Registration Rights Agreement, the Company and the Guarantors have filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement (the “Shelf Registration Statement”) for the registration and resale of the Securities Act of 1933, as amended (the “Securities Act”), of the 2.630% Senior Notes due 2031 of the Company guaranteed by the Guarantors (the “Securities”). A copy of the Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Each beneficial owner of Transfer Restricted Securities (as defined below) is entitled to have the Transfer Restricted Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Transfer Restricted Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Transfer Restricted Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Transfer Restricted Securities.

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

The term “Transfer Restricted Securities” is defined in the Registration Rights Agreement.

ELECTION

The undersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement, including, without limitation, Section 5 of the Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

Upon any sale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company, the Trustee and the Securities Administrator the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

QUESTIONNAIRE

(1) (a) Full Legal Name of Selling Securityholder:

(b) Full Legal Name of Registered Holder (if not the same as in (a) above) of Transfer Restricted Securities Listed in Item (3) below:

(c) Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Transfer Restricted Securities Listed in Item (3) below are Held:

(2) Address for Notices to Selling Securityholder:

Telephone:
Fax:
Contact Person:
Email Address:

(3) Beneficial Ownership of Securities:

Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.

(a) Principal amount of Transfer Restricted Securities beneficially owned:

CUSIP No(s). of such Transfer Restricted Securities:

(b) Principal amount of Securities other than Transfer Restricted Securities beneficially owned:

CUSIP No(s). of such other Securities:

(c) Principal amount of Transfer Restricted Securities which the undersigned wishes to be included in the Shelf Registration Statement:

CUSIP No(s). of such Transfer Restricted Securities:

(4) Beneficial Ownership of Other Securities of the Company:

Except as set forth below, the undersigned Selling Securityholder is not the beneficial or registered owner of other securities of the Company, other than the Securities listed above in Item (3).

State any exceptions here:

(5) Relationships with the Company:

Except as set forth below, neither the undersigned Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

(6) Plan of Distribution:

Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.

State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted Securities listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder’s obligation under Section 3(b) of the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

(i)       To the Company and the Guarantors:

(ii)      With a copy to:

Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all respects by the laws of the State of New York.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:

Selling Securityholder

(Print/type full legal name of beneficial owner of Transfer Restricted Securities)

By:

Name:

Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:

Exhibit B

FORM OF NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Wilmington Trust, National Association

Citibank, N.A.
Yamana Gold Inc.
c/o [Trustee Address]

Attention:

Re:	Yamana Gold Inc. (the “Company”)
	2.630% Senior Notes due 2031 (the “Notes”)

Dear Sirs:

Please be advised that                                 has transferred $                 aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form        (File No. 333-           ) filed by the Company and the Guarantors.

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a “Selling Holder” in the Prospectus dated                      , 20      or in supplements thereto, and that the aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner’s name.

Dated:

Very truly yours,

(Name)

By:
	(Authorized Signature)

EX-5.1

Exhibit 5.1

November 12, 2021

Yamana Gold Inc.

200 Bay Street, North Tower, Suite 2200
Toronto, Ontario
Canada M5J 2J3

Registration Statement on Form F-10/F-4
 

Ladies and Gentlemen:

In connection with the Registration Statement on Form F-10/F-4 (the “Registration Statement”) of Yamana Gold Inc., a Canadian corporation (the “Company”), and certain subsidiaries of the Company named therein as Guarantors (collectively, the “Guarantors”), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”), you have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of the Company’s 2.630% Senior Notes due 2031 (the “Exchange Notes”) and the guarantees of the Exchange Notes by the Guarantors (the “Guarantees”).

The Exchange Notes and the Guarantees are to be offered in exchange for the Company’s outstanding 2.630% Senior Notes due 2031 (the “Initial Notes”) and the guarantees of the Initial Notes by the Guarantors. The Exchange Notes and the Guarantees will be issued by the Company in accordance with the terms of the Indenture (the “Base Indenture”), dated as of June 30, 2014, among the Company, Wilmington Trust, National Association, as Trustee (the “Trustee”) and Citibank, N.A., as paying agent, registrar and authenticating agent (the “Securities Administrator”), as supplemented by the Seventh Supplemental Indenture, dated as of August 6, 2021, among the Company, the Trustee, the Securities Administrator and the Guarantors (the “Seventh Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

Yamana Gold Inc.  2

In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1.the Registration Statement;

2.the Base Indenture, included as Exhibit 4.2 to the Registration Statement;

3.the Seventh Supplemental Indenture, included as Exhibit 4.3 to the Registration Statement;

4.the form of Exchange Note, included as Exhibit 4.1 to the Registration Statement; and

5.the Registration Rights Agreement, dated as of August 6, 2021 (the “Registration Rights Agreement”), among the Company, the Guarantors and the initial purchasers named therein, included as Exhibit 4.4 to the Registration Statement. In addition, we have examined such certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of the Company and the Guarantors made in the Documents and upon certificates of public officials and the officers of the Company and the Guarantors. The documents incorporated by reference into the Registration Statement were prepared by the Company without our participation.

Yamana Gold Inc.  3

In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete. We have also assumed, without independent investigation, (i) that the Exchange Notes and Guarantees will be issued as described in the Registration Statement, (ii) that the Exchange Notes and Guarantees will be in substantially the form attached to the Indenture and that any information omitted from such form will be properly added, (iii) that each of the Company and each Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, (iv) that each of the Company and each Guarantor has all necessary power and authority to execute, deliver and perform its obligations under the Indenture and the Exchange Notes or Guarantees, as applicable, (v) that the execution, delivery and performance by each of the Company and each Guarantor of the Indenture and the Exchange Notes or Exchange Guarantees, as applicable, has been duly authorized by all necessary corporate action and do not violate such party’s certificate or articles of incorporation, articles of association, by-laws, operating agreements or other organizational documents or the laws of its jurisdiction of organization and (vi) the due execution and delivery of the Indenture and the Exchange Notes or Guarantees, as applicable, by each of the Company and each Guarantor under the laws of its jurisdiction of organization.

Yamana Gold Inc.  4

Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that:

1.       When duly issued, authenticated and delivered against the surrender and cancellation of the Initial Notes as set forth in the Registration Statement and in accordance with the terms of the Indenture and the Registration Rights Agreement, the Exchange Notes will constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that the enforceability of the Exchange Notes may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

2.       When the Exchange Notes are duly issued, authenticated and delivered against the surrender and cancellation of the Initial Notes as set forth in the Registration Statement and in accordance with the terms of the Indenture and the Registration Rights Agreement, the Guarantees will constitute legal, valid and binding obligations of each of the Guarantors enforceable against each of the Guarantors in accordance with their terms, except that enforceability of the Guarantees may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

The opinions expressed above are limited to the laws of the State of New York. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.

We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.

Very truly yours,

/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

EX-5.2

Exhibit 5.2

November 12, 2021

Yamana Gold Inc.

Royal Bank Plaza, North Tower
200 Bay Street, Suite 2200

Toronto, ON M5J 2J3

- and –

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Toronto-Dominion Centre

77 King Street West, Suite 3100

Toronto, ON M5K 1J3

Dear Sirs:

We have acted as Canadian counsel to Yamana Gold Inc. (the “Company”) in connection with the issuance by the Company of US$500,000,000 aggregate principal amount of 2.630% Senior Notes due 2031 (the “Exchange Notes”) in exchange for up to an equal aggregate principal amount of the Corporation’s existing unregistered notes carrying the same terms (the “Unregistered Notes”). The Unregistered Notes have been and the Exchange Notes will be guaranteed (the “Guarantees”) on a full and unconditional basis by each of the guarantors listed in Schedule A hereto (the “Guarantors”).

We understand that the Company intends to offer to exchange the Unregistered Notes and the Guarantees for up to an equivalent principal amount of Exchange Notes and related Guarantees, pursuant to an exchange offer registered with the United States Securities and Exchange Commission (the “SEC”).

The Exchange Notes and related Guarantees will be issued pursuant to an indenture (the “Indenture”) dated as of June 30, 2014 among the Company, Wilmington Trust, National Association, as trustee (the “Trustee”) and Citibank, N.A., as paying agent, registrar and authenticating agent (the “Securities Administrator”), as supplemented by a seventh supplemental indenture among the Company, the Guarantors, the Securities Administrator and the Trustee (including the Guarantees contained therein) dated as of August 6, 2021 (the “Supplemental Indenture”).

Page 2

Documents Reviewed

As Canadian counsel, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

(a) the Indenture; and

(b) the Supplemental Indenture;

(c) a registration rights agreement among the Company, the Guarantors and BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the Initial Purchasers, dated as of August 6, 2021 (the “Registration Rights Agreement”);

(d) the global certificates evidencing the Exchange Notes (the “Global Exchange Notes”); and

(e) a registration statement of the Company on Form F-10/F-4 with respect to the Exchange Notes and the Guarantees (the “Registration Statement”).

The documents described in (a) – (d) above are collectively referred to herein as the “New York Documents”.

Assumptions and Fact Reliance

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such public and corporate records, certificates, instruments and other documents and have considered such questions of law as we have deemed relevant and necessary as a basis for the opinions expressed below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies, whether facsimile, photostatic, certified or otherwise.

We have assumed as to matters of fact, the truthfulness of the representations made in the New York Documents and in certificates of public officials and officers of the Company, copies of which have been delivered to you.

We have assumed that each of the parties to a New York Document, other than the Company, is a validly subsisting legal entity, has all requisite power and capacity to execute and deliver each New York Document to which it is a party and to exercise its rights and perform its obligations thereunder, and has taken all necessary action to authorize the execution and delivery of each such New York Document and the exercise of its rights and the performance of its obligations thereunder.

Page 3

We have assumed that each New York Document is the legal, valid and binding obligation of each party thereto (other than the Company), enforceable against each such party in accordance with its terms.

For the purposes of our opinion in respect of the Company in paragraph 1 below, we have relied exclusively upon a compliance certificate dated November 11, 2021 issued by Industry Canada in respect of the Company, which we assume continues to be true and accurate as of the date of this opinion.

We express no opinion with respect to any filings, proceedings, permits, consents, orders or authorizations which may be required in connection with any transaction including a party having the status under applicable laws as an insider of, or a person in a “special relationship” with, the Company.

Scope of Opinions

Our opinions are expressed only with respect to the laws of the Provinces of Ontario and British Columbia (collectively, the “Provinces”) and the federal laws of Canada applicable therein which are in effect on the date of this opinion and we assume no obligation to update these opinions to take into account any changes to such laws after the date hereof. We express no opinion as to any laws or matters governed by the laws of any other jurisdictions.

Opinions

Based and relying upon the foregoing, and subject to the qualifications hereinafter expressed, we are of the opinion that:

Incorporation

1.The Company is a corporation amalgamated under the laws of Canada and has not been dissolved.

Page 4

Execution and Delivery

2.The Company has the corporate power and capacity to execute and deliver each New York Document to which it is a party and to perform its obligations thereunder. The execution, delivery and performance of each New York Document to which the Company is a party has been duly authorized by all necessary corporate action on the part of the Company and, to the extent that execution and delivery are matters governed by the laws of the Provinces and the federal laws of Canada applicable therein, has been duly executed and delivered by the Company.

No Contravention or Conflicts

3.The execution and delivery by the Company of each New York Document to which the Company is a party and the performance of its obligations thereunder do not contravene or result in a breach of or constitute a default under its articles or by-laws.

4.The execution and delivery by the Company of each New York Document to which it is a party and the performance of its obligations thereunder do not contravene any statute or regulation of the Provinces or Canada binding on or applicable to it.

Qualification

This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter that might affect the opinions expressed herein.

This opinion letter is being delivered to you for your use only in connection with the filing of the Registration Statement with respect to the Exchange Notes and the Guarantees with the SEC and may not be relied upon by any other person other than you. We understand that Paul, Weiss, Rifkind, Wharton & Garrison LLP is relying on this opinion letter for purposes of the opinion to be delivered by such firm in connection with the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the headings Enforceability of Certain Civil Liabilities,” “Description of the Notes and Guarantees - Enforceability of Judgements” and “Legal Matters” in the prospectus that forms part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended.

Yours truly,

/s/ Cassels Brock & Blackwell LLP

Schedule A

Guarantors

Jacobina Mineração e Comércio Ltda.

Minera Meridian Limitada

Yamana Santa Cruz Holdings B.V.

Minera Florida Limitada

EX-5.3

Exhibit 5.3

PinheiroNeto

ADVOGADOS

São Paulo	Rio de Janeiro	Brasilia	www.pinheironeto.com.br
R. Hungria, 1,100	R. Humaitá, 275, 16° andar	SAFS, Quadra 2, Bloco B	pna@pn.com.br
01455-906	22261-005	Ed. Via Office, 3° andar
São Paulo, SP	Rio de Janeiro, RJ	70070-600, Brasilia, DF
t. +55 (11) 3247 8400	t. +55 (21) 2506 1600	t. +55 (61) 3312 9400
f. +55 (11) 3247 8600	f. +55 (21) 2506 1660	f. +55 (61) 3312 9444
Brasil	Brasil	Brasil

12 November 2021

To:

Yamana Gold Inc.

200 Bay Street

Suite 2200

Toronto, Ontario

Canada M5J 2J3

Paul, Weiss, Rifkind, Wharton & Garrison LLP

77 King Street West

Suite 3100

P.O. Box 226

Toronto, Ontario

Canada M5K 1J3

Ref: Opinion of Counsel to the Brazilian Guarantor

Dear Sirs,

1.       We have acted as Brazilian counsel to Jacobina Mineração e Comércio LTDA., a limited liability company with registered offices in the City of Jacobina, State of Bahia, at Fazenda ltapicurú, s/n°, 44700-000, enrolled with the National Registry of Legal Entities under No. 42.463.174/0001-30 (“JMC”), in connection with the offer to exchange US$500,000,000 aggregate principal amount of unregistered 2.630% Senior Notes due 2031 issued by Yamana Gold Inc. on August 6, 2021 and guaranteed by JMC, amongst other guarantors, for an equal aggregate principal amount of new 2.630% Senior Notes due 2031 registered under the Securities Act of 1933, pursuant the Registration Statement on Form F-10 and Form F-4 filed by Yamana Gold Inc. (the “Registration Statement”) with the United States Securities and Exchange Commission (the “Commission”).

PinheiroNeto

ADVOGADOS

2.       This letter is furnished to you pursuant to Item 601 of Regulation S-K.

3.       In that connection, we have examined originals or copies certified or otherwise identified to our satisfaction of the following documents:

(a)       copies of the constitutional documents of JMC, as described in Exhibit 1 hereto;

(b)       an executed copy of the Registration Rights Agreement dated as of August 6, 2021, where JMC act as guarantor (the “Registration Rights Agreement”);

(c)       an executed copy of the Seventh Supplemental Indenture, dated as of August 6, 2021, by and among Yamana Gold Inc., JMC and other Guarantors set forth therein, Wilmington Trust, National Association and Citibank;

(d)       a copy of the Registration Statement;

(e)       a copy of a corporate resolution of JMC dated as of 10 November 2021, authorizing the issue of the guarantee; and

(f)       a certificate issued by the Bahia State Registry of Companies (Certidão Simplificada), in the name of JMC, dated as of 10 November 2021.

4.       In giving this opinion, we have assumed:

(a)       that all documents submitted to us as copies or specimen documents conform to their originals;

(b)       that all documents have been validly authorized, executed and delivered by all of the parties thereto (other than JMC);

(c)       the authenticity of all documents submitted to us as originals; and

(d)       the genuineness of all signatures on all documents submitted to us.

5.       We have not made any investigation of the laws of any jurisdiction outside Brazil and this opinion is given solely in respect of the laws of Brazil, as at the date hereof and not in respect of any other law.

- 2 -

PinheiroNeto

ADVOGADOS

6.       Based upon and subject to the foregoing, except and subject to the qualifications made in paragraph 7 below, we are of the opinion that:

(a)       JMC is duly organized and validly existing under the laws of Brazil as a limited liability company and has all necessary corporate power, authority and legal right to execute, deliver and perform its obligations and incur liabilities under the Registration Statement and the Registration Rights Agreement;

(b)       the execution, delivery and performance by JMC of the Registration Statement and the Registration Rights Agreement have been duly authorized by all necessary corporate actions on its part;

(c)       the guarantee granted by JMC referred to in the Registration Statement constitutes a valid and binding obligation of JMC enforceable against it in accordance with its terms;

(d)       the execution and delivery by JMC of the Registration Statement and the Registration Rights Agreement, the performance by JMC of its obligations thereunder, and the validity and binding effect of such obligations and enforceability thereof against JMC do not and will not require any consent, approval, authorization, registration or qualification of or with any governmental authority of Brazil or the taking, fulfillment or doing of any other action, condition, or things required by the laws of, or by any regulatory authority in Brazil, subject to the qualifications made in paragraph 7 below;

(e)       the execution, delivery and performance of the Registration Statement and the Registration Rights Agreement by JMC and the consummation of the transactions contemplated thereby do not and will not violate any applicable law, rule or regulation now in effect in Brazil; and

(f)       the execution, delivery and performance by JMC of the Registration Statement and the Registration Rights Agreement and the consummation of the transactions contemplated thereby do not violate any provision of any of JMC’s corporate charter or other organizational documents.

7.       The foregoing opinions are subject to the following comments and qualifications:

(a)       enforcement may be limited by (i) bankruptcy, insolvency, liquidation and other laws of general application relating to or affecting the rights of creditors, and claims for salaries, wages, social security, taxes and other statutory privileges will have preference over any claims, including secured ones; (ii) concepts of materiality, reasonableness, good faith and fair dealing, such as contractual conditions providing that a certain act or fact shall be determined solely by one party (condição potestativa); and (iii) possible unavailability of specific performance, injunction relief or summary judgment (processo executive);

- 3 -

PinheiroNeto

ADVOGADOS

(b)       in the event that any suit is brought against JMC in Brazil, certain court costs and deposits to guarantee judgment would be due;

(c)       to ensure the legality, validity, enforceability or admissibility in evidence of the Registration Statement before Brazilian courts, (i) the signature of the parties to the Registration Statement, if signed abroad, should be notarized by a notary public licensed to act as such under the laws of the place of signing and the signature of such notary public should be authenticated by (i.1) an authority designated for the purposes of the Hague Convention Abolishing the Requirement of Legalization for Public Documents (the “Apostille Convention”) if the signatory is in a country that is a party to and has ratified or acceded to the Apostille Convention, or by (i.2) a consular official of Brazil having jurisdiction over the place of signing; (ii) the Registration Statement and related documents in any foreign language should be translated into the Portuguese language by a sworn translator; and (iii) the Registration Statement (together with the respective certified translations) should be registered with the appropriate Registry of Documents having jurisdiction over the place where the head office of JMC is located;

(d)       any judgment against JMC in any foreign courts will be enforceable in the courts of Brazil if previously confirmed (homologado) by the Superior Court of Justice (Superior Tribunal de Justiça - STJ), such confirmation only occurring if such judgment:

(i) fulfils all formalities required for its enforceability under the laws of the country wherein it was issued;

(ii) was issued by a competent court after due service of process on the parties;

(iii) is not subject to appeal;

(iv) was authenticated by a Brazilian consulate in the country wherein it was issued and is accompanied by a sworn translation into Portuguese; and

(v) is not contrary to Brazilian public policy (as provided in Article 17 of the Introduction to the Brazilian Law Act);

(e)       in the event that any suit is brought against JMC, service of process upon JMC must be effected in accordance with Brazilian law. The appointment of a process agent for service of process as set forth in the Registration Statement, assuming validity under foreign laws of the State of New York, is valid and binding upon JMC. Service of process effected in the manner set forth in the Registration Statement, assuming validity under the laws of the State of New York, will be effective, insofar as Brazilian law is concerned, to confer valid personal jurisdiction over JMC;

- 4 -

PinheiroNeto

ADVOGADOS

(f)       the principles of Brazilian law that govern the nullity of acts and obligations are considered principles of public order and cannot be altered or waived by the parties thereto. Under Brazilian law a guaranty is considered an accessory obligation to the underlying obligation and the Brazilian Civil Code establishes, in Article 184, that the nullity of the principal obligation causes the nullity of the accessory obligation. Therefore, a judgment obtained in a court outside Brazil against a guarantor for enforcement of a guaranty in respect of obligations that have been considered null, may not be confirmed by the Superior Court of Justice of Brazil;

(g)       pursuant to Article 83 of the Brazilian Code of Civil Procedure the Brazilian or the foreign plaintiff who resides abroad or is abroad during the course of the suit initiated in Brazil must provide a bond to cover legal fees and court expenses of the defendant, should there be no immovable assets (real estate) in Brazil to assure payment thereof, except in connection with execution actions or counterclaims under the First Paragraph of Article 83 of the Brazilian Code of Civil Procedure; and

(h)       the obligations of JMC to remit funds in Brazil pursuant to the Registration Statement are valid, binding and enforceable against JMC. However, it should be noted that the foreign exchange regulations in force have no express provisions on remittances abroad made by resident companies to non-resident creditors to honor guarantees given through a letter of guarantee on behalf of non-resident companies, thus the local financial institution responsible for effecting the remittance, and the Central Bank of Brazil, would review (i) the legality of the transaction and (ii) its economic sound basis as per the relevant documentation on a case-by-case basis, which may subject the remittance of funds abroad to its prior authorization or approval. We are aware of various precedents in which local financial institutions have agreed with similar remittances, i.e. of funds arising out of the honoring of letters of guaranty.

8.       This opinion is furnished solely for the benefit of the addressees hereof (and their successors and permitted assigns) and this opinion letter may not be relied upon by any other person or for any purpose other than in connection with the transactions contemplated by the Registration Statement without our prior written consent in each instance. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement.

- 5 -

PinheiroNeto

ADVOGADOS

This opinion letter speaks only as of the date hereof. We have no responsibility or obligation to update this opinion letter, to consider its applicability or correctness to any transferee, or to take into account changes in law, facts or any other developments of which we may later become aware. Any reliance on this letter by a transferee must be actual and reasonable under the circumstances existing at the time of transfer.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.

Very truly yours,
Pinheiro Neto Advogados
By	/s/ Carlos Vilhena
Carlos Vilhena

- 6 -

Exhibit 1

CONSTITUTIONAL DOCUMENTS OF JMC

Jacobina Mineração e Comércio Ltda.

Copy of the thirty sixth amendment to the articles of association of Jacobina Mineração e Comércio Ltda. dated 1 April 2021.

EX-5.4

Exhibit 5.4

November 12, 2021

To

Yamana Gold Inc.

200 Bay Street

Suite 2200

Toronto, Ontario

Canada M5J 2J3

Paul, Weiss, Rifkind, Wharton & Garrison LLP

77 King Street West

Suite 3100

P.O. Box 226

Toronto, Ontario

Canada M5K 1J3

Re: Exchange Offer pursuant to the Registration Statement on Form F-10/F-4

Dear Sirs:

We have acted as Chilean counsel for Minera Meridian Limitada and Minera Florida Limitada (each a "Guarantor", and together, the "Guarantors") in connection with the offer to exchange all outstanding 2.630% Senior Notes issued by Yamana Gold Inc. (the “Company”) on August 6, 2021 (the “Original Notes”), for up to US$500,000,000 aggregate principal amount of registered 2.630% Senior Notes due 2031 (the “Exchange Notes”), and the Guarantees thereon (the “Exchange Offer”). The Original Notes were issued and the Exchange Notes are to be issued pursuant to the Seventh Supplemental Indenture to the Base Indenture, governed by the laws of the State of New York, dated as of August 6, 2021 (the “Seventh Supplemental Indenture”) among the guarantors named therein (including the Guarantors), the Company, Citibank N.A., as Securities Administrator (the “Securities Administrator”) and Wilmington Trust, National Association, as Trustee (the “Trustee”).

The above relates to the Purchase Agreement, dated as of August 4, 2021 (the “Agreement”), among the Company, the guarantors named therein (including the Guarantors) and the Initial Purchasers party thereto, the Seventh Supplemental Indenture, the Registration Rights Agreement and the Registration Statement, as defined below. Capitalized terms used and not otherwise defined herein shall have the same meaning ascribed to them in the Agreement.

In arriving at the opinions below we have reviewed the following documents:

(i) an executed copy of the Agreement;

(ii) an executed copy of the Seventh Supplemental Indenture;

Page 2

(iii) an executed copy of the Registration Rights Agreement;

(iv) an executed copy of the Base Indenture;

(v) the Registration Statement filed with the United States Securities Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”) on November 12, 2021 (the “Registration Statement”);

(vi) a copy of the Preliminary Offering Memorandum and the Offering Memorandum;

(vii) Time of Sale Information;

(viii) the organizational documents of each Guarantor;

(ix) the powers of attorney granted by each Guarantor to its representative that concurs to the Seventh Supplemental Indenture, the Registration Rights Agreement and the Registration Statement; and

(x) such other documents, agreements, corporate records, certificates, governmental approvals and filings, as we have considered necessary or appropriate for the purposes of this opinion.

In giving the opinions below, we have assumed (without investigation on our part) that:

(a)            the making and performance of each of the Agreement, the Seventh Supplemental Indenture, the Registration Rights Agreement and the Registration Statement is within the power and authority of each party that is not a Guarantor, and such documents have been duly authorized, executed and delivered by each party thereto that is not a Guarantor;

(b)the Agreement, the Seventh Supplemental Indenture, the Registration Rights Agreement and the Registration Statement constitutes a legal, valid, and binding obligation of the party or parties thereto under the laws of the State of New York, do not contravene such laws and that there is nothing in such laws that may affect our opinion;

(c)           the signatures on all documents that we have examined are genuine, the documents submitted as originals are authentic and the documents submitted to us as copies conform to the originals; and

(d)the individuals signing the documents examined by us at the time of such signing, were fully competent to sign, deliver and perform their obligations under such documents.

In addition, we have made such investigation of applicable laws and regulations as we have deemed appropriate as a basis for the opinions expressed below. With respect to matters of fact we deem necessary to render this opinion, we have relied upon the representations and warranties of the Company and each Guarantor contained in the Agreement and upon the representations, opinions and certificates of officers, representatives and advisors of the Company and each Guarantor.

Page 3

Based upon the foregoing, subject to the further assumptions and qualifications set forth below, and having regard to legal considerations we deem relevant, we advise you that in our opinion, as a matter of Chilean law, currently in effect:

1. Each Guarantor was incorporated as a limited liability company (sociedad de responsabilidad limitada) under Chilean law and has not been discontinued or dissolved thereunder.

2. Each Guarantor has the capacity of a legal entity and the corporate power and authority under Chilean law and its by-laws to execute, deliver and incur the obligations contemplated by and exercise its rights and perform its obligations under the Seventh Supplemental Indenture, the Agreement, the Registration Rights Agreement and the Registration Statement.

3. Each Guarantor has taken all necessary corporate action to authorize the execution and delivery of and the exercise of its rights and the performance of its obligations under the Seventh Supplemental Indenture, the Agreement, the Registration Rights Agreement and the Registration Statement and has duly executed and delivered the Seventh Supplemental Indenture, the Agreement, the Registration Rights Agreement and the Registration Statement.

4. The execution, delivery and performance of the Seventh Supplemental Indenture, the Agreement, the Registration Rights Agreement and the Registration Statement by each Guarantor does not contravene the laws of Chile or the by-laws and their subsequent amendments of such Guarantor.

5. No consent, license, approval, acknowledgment, order or exemption from, registration or filing with, or notice to any government department or agency or other regulatory body or authority under Chilean law is required to permit each Guarantor to execute and deliver, or perform its obligations under the Seventh Supplemental Indenture, the Agreement, the Registration Rights Agreement and the Registration Statement.

6. Under the laws of Chile, the execution, delivery and performance of each of the Seventh Supplemental Indenture, the Agreement, the Registration Rights Agreement and the Registration Statement is exempt from all taxes, charges and withholdings, except for a withholding tax at a rate of up to 35% which may be payable by the Guarantors on any payment (other than principal) to be made from Chile by the Guarantors under the Seventh Supplemental Indenture or under the guarantee to be granted pursuant to the Registration Statement (although no law affects the validity or enforceability of any provision of the Seventh Supplemental Indenture or the Registration Statement providing for a gross-up or similar obligation with respect to payments subject to Chilean taxes). In accordance to article 14 of Decree Law Number 3.475, relating to Stamp Tax, a document which reflects currency credit operations granted outside of Chile is subject to stamp tax at the moment it is brought into the country, when it is registered with a Notary Public or when it is accounted for in Chile, as the case may be. Likewise, in accordance with article 26 of the same Decree Law, the documents that have not paid the stamp tax mentioned above will not be enforceable before judicial authorities nor will they have executive merit (mérito ejecutivo), as long as it is not paid.

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7. Under the laws of Chile, the choice of New York as the governing law of the Seventh Supplemental Indenture, the Agreement, the Registration Rights Agreement and the Registration Statement will be recognized and applied as a valid choice of law and the provisions of the Seventh Supplemental Indenture, the Agreement, the Registration Rights Agreement and the Registration Statement which contain the acceptance of each Guarantor of the exclusive jurisdiction of the courts of New York State or any U.S. federal court sitting in the Borough of Manhattan in the city of New York, United States of America, are legally valid and binding. Each Guarantor can sue and be sued in its own name.

8. Each Guarantor has the power and authority to appoint and has validly appointed C T Corporation System as process agent for service of process in any suit or proceeding based on or arising out of the Seventh Supplemental Indenture or the Agreement or the Registration Rights Agreement or the Registration Statement. Personal service against C T Corporation System as its appointed process agent will be effective as valid service of process on such Guarantor.

9. In the event that a final and conclusive monetary judgment of the courts of New York State or U.S. federal court sitting in the Borough of Manhattan, the City of New York, United States of America, or a court of competent jurisdiction is obtained in relation to the Agreement or the Seventh Supplemental Indenture or the Registration Rights Agreement or the Registration Statement, the same would be enforceable against each Guarantor by the courts of Chile without retrial or further review on its merits, subject to the following:

(a) if at the time there is a treaty between Chile and the United States of America, or such other competent jurisdiction for the enforcement of foreign judgments, the provisions of such treaty shall be applied;

(b) if there is no treaty, the judgment shall be enforced if there is reciprocity as to the enforcement of judgments (i.e., the relevant court in New York State or of such other competent jurisdiction would enforce a judgment of a Chilean court under comparable circumstances);

(c) if it can be proved that there is no reciprocity, the foreign judgment would not be enforced in Chile;

(d) if reciprocity cannot be proved, the foreign judgment will be enforced, provided that it does not contain anything contrary to the laws of Chile, notwithstanding differences in procedural rules, it is not in conflict with Chilean jurisdiction, it has not been rendered by default within the meaning of Chilean law and it is final under the laws of the relevant foreign jurisdiction rendering such judgment.

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(i) We are of the opinion that the award would not be considered to have been rendered by default if personal service of process was made upon an agent of each Guarantor under the Agreement, the Seventh Supplemental Indenture, the Registration Rights Agreement or the Registration Statement, as applicable, assuming that such manner of service is valid under applicable law, unless the defendant is able to prove that due to other reasons it was prevented from assuming its defense. We note that there are decisions of the Supreme Court of Chile that have considered that the service of process by means of mailing copies to the defendant was not effective to cause proper service of process and, consequently, has denied enforcement in Chile of a judgment rendered in proceeding in which legal process was served by means of mailing copies to the defendant;

(ii) We further note that whether a judgment is final and conclusive will depend on the laws of the foreign jurisdiction in which the judgment is rendered and this must be proven to Chilean courts, which courts may hear whatever presentation the party  against whom enforcement is sought wishes to make with respect to such question; and

(iii) The foreign judgment shall not be contrary to the public policy of Chile and shall not directly affect any property located in Chile by imposing injunctions, attachments, embargos, precautionary or similar measures over any such property or ordering the foreclosure of any such property, which are as a matter of Chilean law subject exclusively to the jurisdiction of Chilean courts. With respect to public policy and the enforcement of the obligations of each Guarantor and foreign judgments with respect thereto, we are of the opinion that no provision of the Seventh Supplemental Indenture, the Agreement, the Registration Rights Agreement or the Registration Statement, as applicable, is contrary to the public policy of Chile, provided, however, that any provisions purporting to authorize conclusive determinations by any person, whether for interest, indemnities, costs or otherwise, may not be enforceable if they are based upon a determination which is so arbitrary and unreasonable as to be contrary to basic and fundamental principles of Chilean law. Also, disclaimers of liability will only be enforceable if there is no gross negligence or willful misconduct on the part of the person benefiting from such disclaimers.

10. There is no restriction or limit on the conversion of Chilean currency into U.S. Dollars, or the export or use of such U.S. Dollars, any other U.S. Dollars and Chilean currency owned by any Guarantor, at the times and in the amounts necessary to permit such Guarantor to discharge its obligations under the Seventh Supplemental Indenture, the Agreement, the Registration Rights Agreement and the Registration Statement, under applicable laws, regulations and rulings currently in effect in Chile.

11. Under the laws of Chile a foreign corporation is not required, solely as a provider of financial accommodation holding credits, to obtain authorization to transact business or otherwise qualify to do business in Chile. As such, none of the Initial Purchasers, solely by reason of their execution, delivery, performance or enforcement of the Seventh Supplemental Indenture or the Agreement or the Registration Rights Agreement or the Registration Statement, will (i) be required to qualify to do business in Chile or to comply with the requirements of any foreign registration or be deemed to be resident of, domiciled or carrying out business in Chile; or (ii) be subject to taxation by Chile or any political subdivision or taxing authority thereof or therein other than those described in 6. above; or (iii) be required, prior to the enforcement of the Seventh Supplemental Indenture, the Agreement, the Registration Rights Agreement and the Registration Statement to make any filing with any court or other governmental authority in or of Chile in order to carry out the transactions contemplated thereby.

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12. Each Guarantor is subject to civil and commercial law with respect to its obligations under the Seventh Supplemental Indenture, the Agreement, the Registration Rights Agreement and the Registration Statement, and the execution, delivery and performance by each Guarantor of the Seventh Supplemental Indenture, the Agreement, the Registration Rights Agreement and the Registration Statement constitute private and commercial acts rather than public or governmental acts. Under the laws of Chile, neither Guarantor nor any of its property is entitled to any immunity on the ground of sovereignty or the like from the jurisdiction of any court or from any action, suit or proceeding, or the service of process in connection therewith, arising under the Seventh Supplemental Indenture, the Agreement, the Registration Rights Agreement and the Registration Statement.

13. The obligations of each Guarantor under the Seventh Supplemental Indenture and the Registration Statement rank and, so far as can be stated at the date of this opinion, will at all times rank at least equally and ratably in all respects with all its other unsecured indebtedness, except subject to the applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

This opinion letter is limited to matters on which you have requested our opinion, and this opinion should not be read as expressing any opinion except on matters expressly set forth herein.

This opinion letter may not be relied upon by any other person or for any purpose other than in connection with the transactions contemplated by the Agreement without our prior written consent in each instance; provided, however, that at your request, we hereby consent to reliance hereon by an institutional investor that is a transferee of any of the Securities purchased by you on the date hereof pursuant to a transfer that is made in accordance with the provisions of Section 1 of the Agreement, on the condition and understanding that (i) this opinion letter speaks only as of the date hereof, (ii) we have no responsibility or obligation to update this opinion letter, to consider its applicability or correctness to any transferee, or to take into account changes in law, facts or any other developments of which we may later become aware, and (iii) any such reliance by a transferee must be actual and reasonable under the circumstances existing at the time of transfer.

We hereby consent to the filing of this opinion with the United States Security and Exchange Commission as an exhibit to the Registration Statement. We also consent to the reference to our Firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Securities Act or the rules thereunder.

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Very truly yours,

/s/ URENDA, RENCORET, ORREGO Y DÖRR

URENDA, RENCORET, ORREGO Y DÖRR

By: Sergio Orrego Flory

EX-5.5

Exhibit 5.5

    To: Yamana Gold Inc. 200 Bay Street Suite 2200 Toronto, Ontario Canada M5J 2J3   and   Paul, Weiss, Rifkind, Wharton & Garrison LLP Suite 3100, 77 King Street West P.O. Box 226 Toronto, Ontario Canada M5K 1J3   (the "Addressees")     Heussen
De Entree 139-141 NL-1101 HE Amsterdam The Netherlands Tel: +31-(0)20-312-2800 Fax: +31-(0)20-312-2801 info@heussen-law.nl  

Amsterdam, 12 November 2021

Our ref.: 2021-5466

Re: Yamana Santa Cruz Holdings B.V. / legal opinion Exchange Offer

Dear Sir, Madam,

1. INTRODUCTION

We have acted as special counsel to Yamana Santa Cruz Holdings B.V., having its registered seat in Amsterdam, the Netherlands and registered with the trade register of the Chamber of Commerce (the “Trade Register”) under number 58924531 (the “Company”), for the purpose of rendering an opinion on certain matters of Dutch law in connection with the registration by Yamana Gold Inc. (the “Issuer“) under the United States Securities Act of 1933, as amended (the "Securities Act"), of the proposed offer to exchange (the "Exchange Offer") the Issuer’s US$500,000,000 2.630% Senior Notes due 2031 (the "Original Notes“) for an equal aggregate principal amount of 2.630% Exchange Senior Notes due 2031 (the "Exchange Notes“). The Original Notes were issued and the Exchange Notes will be issued pursuant to the Seventh Supplemental Indenture governed by the laws of the State of New York, dated as of August 6, 2021 by and among the Issuer (as issuer), the Company and the other Guarantors set forth therein (as guarantors), Wilmington Trust, National Association (the “trustee”), a national banking association (as trustee) and Citibank, N.A. (the “securities administrator”), a national association (as paying agent, registrar and authenticating agent) (the “Supplemental Indenture”) supplementing the Indenture made as of June 30, 2014 by and among the Issuer, the trustee and the securities administrator (the “Indenture”).

in association with:

Heussen Rechtsanwaltsgesellschaft mbH and Heussen Italia Studio Legale e Tributario

AMSTERDAM ∙ BERLIN ∙ CONEGLIANO ∙ FRANKFURT ∙ MILAN ∙ MUNICH ∙ ROME ∙ STUTTGART

Heussen is the trade name of Heussen BV, registered with the trade register of Amsterdam under number 34222303. Heussen BV is the sole contracting party with regard to services (to be) provided. All services (to be) provided and legal acts (to be) performed by Heussen BV are subject to its general terms and conditions which contain the applicability of Dutch law, the exclusive jurisdiction of the Amsterdam District Court and a limitation of liability. All liability is limited to the amount which in the particular case can be claimed and shall be paid under the professional liability insurance taken out by Heussen BV, increased with any applicable deductible to be borne by Heussen BV itself. Heussen BV's terms and conditions are available upon first request and at www.heussen-law.nl.

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2. SCOPE OF INQUIRY

2.1 For the purpose of rendering this opinion we have exclusively examined and relied on a certified online excerpt of the registration of the Company in the Trade Register dated 11 October 2011 (the “Excerpt”) and a pdf copy of the following documents:

(i) the fully executed Supplemental Indenture;

(ii) the fully executed Indenture;

(iii) the fully executed registration rights agreement (the “Registration Rights Agreement”) governed by the laws of the State of New York dated as of August 6, 2021 by and among Yamana Gold Inc., the Company, the other Guarantors set forth therein and BofA Securities, Inc. and Citigroup Global Markets Inc. (as representatives of the Initial Purchasers, as defined in the Purchase Agreement) in respect of the issuance of the Notes (as defined in the Indenture) pursuant to the Indenture;

(iv) a registration statement on Form F-10/F-4 as filed with the Securities and Exchange Commission on November 12, 2021 (the “Registration Statement”), including a prospectus, (the “Prospectus”) relating to the Exchange Notes;

(v) the deed of incorporation of the Company dated 30 November 2011 (the “Deed of Incorporation”);

(vi) the current articles of association as they stand since the last deed of amendment of the articles of association of the Company dated 26 March 2011 (the “Articles”);

(vii) the executed written resolutions of the management board (het bestuur) (the “Management Board”) of the Company, dated 26 July 2021, inter alia approving to enter into the Supplemental Indenture and the Registration Rights Agreement (the “Board Resolution”) including a power of attorney to each managing director of the Company, acting individually (the “Power of Attorney 1”); and

(viii) the executed minutes of the meeting (the "Meeting") of the Management Board of the Company, held on 1 November 2021, inter alia approving to enter into the Registration Statement (the “Board Minutes”) including a power of attorney to each managing director of the Company, acting individually (the “Power of Attorney 2”).

2.2 We have undertaken only the following searches and inquiries (the “Checks”) at the date of this opinion letter:

(a) an online inquiry on the relevant website (www.kvk.nl) of the Trade Register, confirming that no relevant changes were registered after the date of the Excerpt;

(b) an inquiry by telephone at the bankruptcy clerk’s office (Unit Faillissementen en schuldsaneringen) of the court (rechtbank) in Amsterdam, confirming that the Company is not listed in the insolvency register;

(c) an online inquiry on the relevant website (www.rechtspraak.nl) of the registrations with the Central Insolvency Register (Centraal Insolventieregister), confirming that the Company is not listed with the Central Insolvency Register; and

(d) an online inquiry on the relevant website (www.rechtspraak.nl) of the EU Registrations with the Central Insolvency Register (Centraal Insolventieregister), confirming that the Company is not listed on the EU Registrations with the Central Insolvency Register.

2.3 We have not examined any other documents than the documents listed above. We have not examined any attachments to any documents or any documents referred to in any documents, unless expressly stated otherwise. We have not made any inquiry concerning the Company other than expressly stated herein.

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3. ASSUMPTIONS

For the purpose of rendering this opinion we have, except as expressly stated herein, without independent investigation or verification made the following assumptions:

3.1 Documents

3.1.1 All documents or instruments submitted to us as originals are authentic.

3.1.2 All documents submitted to us as faxed, scanned or photo static copies are complete and conform to original documents, and the originals of such copies are authentic.

3.1.3 The signatures (including endorsements), including any electronic signature (elektronische handtekening), any advanced electronic signature (geavanceerde elektronische handtekening) and any qualified electronic signature (gekwalificeerde elektronische handtekening) as meant in article 3 of Council Regulation (EU) No. 910/2014 of 23 July 2014 (eIDAS Regulation) and Section 3:15a of the Dutch Civil Code, of the natural persons purported to have signed the documents and instruments submitted to us (including all seals on the documents and instruments submitted to us) are genuine.

3.1.4 If an electronic signature (elektronische handtekening) is not a qualified electronic signature (gekwalificeerde elektronische handtekening), the signing method used is sufficiently reliable (voldoende betrouwbaar) taking into account the purpose for which that electronic signature was used and all other circumstances.

3.1.5 Under any applicable laws, the Indenture constitutes the legal, valid and binding obligations of the parties thereto, enforceable against those parties in accordance with its terms and the Indenture will not affect the validity of the opinions given herein.

3.2 Incorporation, existence and corporate power

3.2.1 The Company has not been dissolved (ontbonden), merged (gefuseerd) involving the Company as disappearing entity, demerged (gesplitst), converted (omgezet), granted a moratorium of payments (surséance van betaling), declared bankrupt (failliet verklaard), subjected to any other insolvency winding-up proceedings listed in Annex A to the EC Council Regulation No. 2015/848 of 20 May 2015 on insolvency proceedings (recast) (as amended by Council Regulation from time to time), listed on the list referred to in article 2 (3) of Council Regulation (EC) No 2580/2001 of 27 December 2001, listed in Annex I to Council Regulation (EC) No 881/2002 of 27 May 2002 or listed and marked with an asterisk in the Annex to Council Common Position 2001/931 of 27 December 2001 relating to measures to combat terrorism, as amended from time to time, in any EU member state other than the Netherlands and has not passed a voluntary winding-up resolution and no petition has been presented or order made by a court for the bankruptcy (faillissement), dissolution (ontbinding) or moratorium of payments (surséance van betaling) of the Company and no statement concerning the Company has been submitted with the court registry regarding the preparation of a restructuring plan in accordance with section 370 paragraph 3 of the Dutch Bankruptcy Act (Faillissementswet) nor has a filing been made concerning the Company regarding a request with the court for the appointment of a restructuring expert in accordance with section 371 paragraph 1 of the Dutch Bankruptcy Act (Faillissementswet) (although not constituting conclusive evidence thereof, this assumption is supported by the contents of the Excerpt and the Checks).

3.2.2 The Articles are the articles of association of the Company in force on the date of the Board Resolution, the Meeting, the date of the Supplemental Indenture, the Registration Rights Agreement, the Registration Statement and the date of this opinion letter (the “Relevant Date”) (although not constituting conclusive evidence thereof, this assumption is supported by the contents of the Excerpt).

3.2.3 The information in the Excerpt is true, accurate and complete on the Relevant Date (although not constituting conclusive evidence thereof, this assumption is supported by the Checks).

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3.3 Corporate authorisations

3.3.1 The Board Resolution and the resolutions adopted at the Meeting have not been amended, revoked or declared void and remain in full force and effect and the statements made and confirmations given in the Board Resolution and the Board Minutes are true, complete and correct on the Relevant Date.

3.3.2 It is in the corporate interest of the Company to enter into the Supplemental Indenture, the Registration Rights Agreement and the Registration Statement (although not constituting conclusive evidence thereof, this assumption is supported by (i) the text of the corporate objects clause in the Articles and (ii) the confirmation by the Management Board of the Company contained in the Board Resolution and the Board Minutes).

3.3.3 None of the managing directors (bestuurders) of the Company has any conflict of interest with the Company as meant in section 2:239 par. 6 of the Dutch Civil Code in respect of the Supplemental Indenture, the Registration Rights Agreement and the Registration Statement, their execution or the transactions contemplated thereby (although not constituting conclusive evidence thereof, this assumption is supported by the confirmation by the Management Board of the Company contained in the Board Resolution and the Board Minutes).

3.4 Execution

3.4.1 The Supplemental Indenture, the Registration Rights Agreement and the Registration Statement have been validly signed and duly authorised by the parties thereto (other than the Company).

3.4.2 All documents submitted to and examined by us in draft, will be duly executed by the parties thereto (other than the Company) in the form of such drafts.

3.4.3 The Power of Attorney 1 remains in full force and effect on the date of the Supplemental Indenture and the Registration Rights Agreement and the Power of Attorney 2 remains in full force and effect on the date of the Registration Statement.

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3.5 Validity

3.5.1 Under any applicable laws (other than Dutch law), the Supplemental Indenture, the Registration Rights Agreement and the Registration Statement constitute the legal, valid and binding obligations of the parties thereto, and are enforceable against those parties in accordance with their terms.

3.5.2 The performance by the Company of its obligations under the Supplemental Indenture, the Registration Rights Agreement and the Registration Statement is not illegal or ineffective under any jurisdiction (other than the Netherlands) that these obligations are to be performed under.

3.5.3 All requirements, formalities and other matters relating to the Supplemental Indenture, the Registration Rights Agreement and the Registration Statement under any applicable law (other than Dutch law) and in any jurisdiction (other than the Netherlands) in which any obligation under the Supplemental Indenture, the Registration Rights Agreement and the Registration Statement is to be performed have been complied with.

3.5.4 The Exchange Notes, when issued, will have been validly authorized by the parties thereto (other than the Company) and will constitute valid, binding and enforceable obligations of all the parties under the laws to which the Exchange Notes are expressed to be subject (other than Dutch law) and that the performance by the parties thereto of their obligations under the Exchange Notes will not be illegal or ineffective under any jurisdiction (other than the Netherlands) that these obligations are to be performed under.

3.6 Regulatory

None of the parties to the Supplemental Indenture, the Registration Rights Agreement and the Registration Statement is subject to, controlled by or otherwise connected with a person, organization or country which is subject to United Nations, European Union or Dutch sanctions implemented or effective in the Netherlands under or pursuant to the Sanction Act 1977 (Sanctiewet 1977), the Economic Offences Act (Wet op de economische delicten), the General Customs Act (Algemene Douanewet), the Dutch Financial Supervision Act (Wet of het financieel toezicht) or Regulations of the European Union.

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4. OPINIONS

Based upon the foregoing and subject to the assumptions, qualifications, limitations and exceptions as set forth herein, and subject to any factual matters not disclosed to us in the course of our examination referred to above, we are at the date hereof, of the opinion that:

4.1 Corporate status

The Company was duly incorporated and is validly existing under the laws of the Netherlands as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid).

4.2 Corporate power and authority

The Company has taken all necessary corporate action and has all corporate powers and authority to execute the Supplemental Indenture and to perform its obligations thereunder and to consummate the transactions contemplated therein and in the Registration Statement.

4.3 Due execution

The Supplemental Indenture has been validly signed by the Company.

4.4 No conflict with Articles and law

The execution of the Supplemental Indenture and compliance by the Company with the provisions thereof and the consummation by the Company of the transactions contemplated by the Registration Statement will not (a) violate any Dutch law, or (b) violate, conflict with, or constitute a default under the organizational documents (including the Articles) of the Company which would affect the validity, binding effect or enforceability of the Supplemental Indenture against the Company.

4.5 Enforceability

Dutch law does not restrict the validity and binding effect on and enforceability of the Supplemental Indenture against the Company.

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5. QUALIFICATIONS

The opinions expressed above are subject to the following qualifications:

5.1 Insolvency

5.1.1 The enforcement of the rights and remedies set forth in the Supplemental Indenture, the Registration Rights Agreement and the Registration Statement may be affected or limited by any applicable bankruptcy (faillissement), moratorium of payments (surséance van betaling), other insolvency proceedings, fraudulent transfer (actio pauliana) or other laws affecting the enforcement of creditor’s rights generally. The courts in the Netherlands may not always grant specific performance, whereas direct enforceability (reële executie) is normally only available in respect of obligations regarding the making of payments.

5.1.2 In the event of a company’s moratorium of payment, that company’s assets will not be legally bound by any legal act performed by that company or by an attorney acting on that company’s behalf, unless the administrator (bewindvoerder) has given his co-operation or unless and to the extent that that company’s assets have gained a benefit as a result of such legal act. The same applies accordingly in case of bankruptcy of a company, provided that the receiver in a bankruptcy (curator) will be solely authorized to incur obligations on behalf of that company as of the bankruptcy date.

5.2 Enforceability

5.2.1 Any legal act entered into by a Dutch legal entity such as the Company may be nullified by such legal entity or the receiver in bankruptcy if it is ultra vires, i.e. falls outside the scope of such legal entity’s objects. A legal act may be ultra vires if (i) such legal act is not expressly allowed by the objects clause in such legal entity’s articles of association and could not be conducive to the realization of such objects and (ii) the other party was aware thereof or should be aware thereof without an independent investigation. All relevant circumstances of the case should be considered.

5.2.2 The applicable law of an agreement governs the legality, validity and enforceability of an agreement. Subject to the legality, validity and enforceability under the applicable law, as a result of the due execution of an agreement by a Dutch person, the obligations contained in such agreement become binding upon and enforceable against such Dutch person.

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5.3 Powers of attorney

All powers of attorney, including powers of attorney expressed to be irrevocable, terminate by operation of law without notice upon the bankruptcy of the person issuing the power of attorney (the “Principal”), and will cease to be effective in case of a moratorium of payments of the Principal or in the event of the Principal being subject to emergency regulations. Powers of attorney that are expressed to be irrevocable are not capable of being revoked insofar they extend to the performance of legal acts (rechtshandelingen) that are in the interest of either the attorney appointed by such power of attorney or a third party. However, such powers of attorney terminate by operation of law upon the bankruptcy of the Principal or, unless provided otherwise in such power of attorney, upon the death of, the commencement of legal guardianship over (onder curatelestelling) or the bankruptcy of the attorney or by notice of termination given by the attorney. A power of attorney does not affect the authority of the principal to perform actions within the scope of the power of attorney itself.

5.4 Miscellaneous

5.4.1 Save as set out herein, nothing is to be taken to express an opinion in respect of any statement, representation or warranty made or given by or in respect of the Company in the Supplemental Indenture, the Registration Rights Agreement and the Registration Statement.

5.4.2 The concept of a seal to be affixed to a document in order to make such document binding on the Company is not known or required under Dutch law.

5.4.3 The concept of delivery of a document in order to render a document valid, legally binding and enforceable is not known or required under Dutch law.

We express no opinion as to any law or regulation other than Dutch law as they are currently in force, and as generally interpreted and applied by the Dutch courts as at the date of this opinion, as appearing from published case law. We do not express any opinion with respect to any international law, including but not limited to the rules promulgated under or by any bi- or multilateral treaty or treaty organization, unless duly implemented in Dutch law, or to any Dutch tax or anti-trust law. This opinion is related to Dutch law as it stands now and we do not assume any obligation to notify or inform you of any development subsequent to the date hereof that might render its contents untrue or inaccurate in whole or in part at such time.

This opinion is construed, shall be governed by and have effect only in accordance with Dutch law. Further, the courts of Amsterdam, the Netherlands, shall have exclusive authority to rule upon any dispute relating to this opinion as far as this dispute may involve Heussen B.V.

In this opinion legal concepts are described in English terms and not by their original terms as described in the relevant national language. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions.

This opinion may only be relied upon under the express condition and limitation that any liability of Heussen B.V. is limited to the amount which can be claimed and shall be paid under its professional liability insurance taken out by Heussen B.V. increased with any applicable deductible to be borne by Heussen B.V. itself. The liability of any individual or legal entity in any way affiliated or connected with Heussen B.V. is excluded.

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We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission.

Sincerely yours,

Heussen B.V.

/s/ Martijn B. Koot	/s/ Tim B. Schreuders
Martijn B. Koot	Tim B. Schreuders
(advocaat)	(advocaat)

EX-8.1

Exhibit 8.1

November 12, 2021

Yamana Gold Inc.

200 Bay Street, North Tower, Suite 2200

Toronto, Ontario

Canada, M5J 2J3

Ladies and Gentlemen:

We have acted as United States federal income tax counsel for Yamana Gold Inc. (the “Company”) in connection with its offer to exchange $500,000,000 aggregate principal amount of 2.630% Senior Notes due 2031 (the “Initial Notes”), for the same aggregate principal amount of substantially identical 2.630% Senior Notes due 2031 (the “New Notes”) that were issued by the Company pursuant to the Offering Memorandum dated as of August 4, 2021, in an offering that was exempt from registration under the Securities Act of 1933, as amended (the “Act”).

We have been requested to render our opinion as to certain tax matters in connection with the Registration Statement on Form F-10/F-4 (the “Registration Statement”), relating to the registration by the Company of the New Notes to be offered in the exchange offer, filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Act and the rules and regulations of the Commission promulgated thereunder (the “Rules”).  Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Registration Statement.

In rendering our opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such agreements and other documents as we have deemed relevant and necessary and we have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below.  In our examination, we have assumed, without independent verification, (i) the authenticity of original documents, (ii) the accuracy of copies and the genuineness of signatures, (iii) that the execution and delivery by each party to a document and the performance by such party of its obligations thereunder have been authorized by all necessary measures and do not violate or result in a breach of or default under such party’s certificate or instrument of formation and by-laws or the laws of such party’s jurisdiction of organization, (iv) that each agreement represents the entire agreement between the parties with respect to the subject matter thereof, (v) that the parties to each agreement have complied, and will comply, with all of their respective covenants, agreements and undertakings contained therein and (vi) that the transactions provided for by each agreement were and will be carried out in accordance with their terms.  In rendering our opinion we have made no independent investigation of the facts referred to herein and have relied for the purpose of rendering this opinion exclusively on those facts that have been provided to us by you and your agents, which we assume have been, and will continue to be, true.

The opinion set forth below is based on the Internal Revenue Code of 1986, as amended, administrative rulings, judicial decisions, Treasury regulations and other applicable authorities, all as in effect on the effective date of the Registration Statement.  The statutory provisions, regulations, and interpretations upon which our opinion is based are subject to change, and such changes could apply retroactively.  Any change in law or the facts regarding the exchange offer, or any inaccuracy in the facts or assumptions on which we relied, could affect the continuing validity of the opinion set forth below.  We assume no responsibility to inform you of any such changes or inaccuracy that may occur or come to our attention.

Based upon and subject to the foregoing, and subject to the limitations and qualifications set forth herein and in the Registration Statement, the discussion set forth under the caption “U.S. Federal Income Tax Considerations” in the Registration Statement, insofar as it expresses conclusions as to the application of United States federal income tax law, is our opinion as to the material United States federal income tax consequences of exchanging Initial Notes for New Notes pursuant to the exchange offer and of the ownership and disposition of New Notes acquired pursuant to the exchange offer.

We are furnishing this letter in our capacity as United States federal income tax counsel to the Company.

We hereby consent to use of this opinion as an exhibit to the Registration Statement, to the use of our name under the heading “Legal Matters” contained in the prospectus included in the Registration Statement and to the discussion of this opinion in the prospectus included in the Registration Statement.  In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.

Very truly yours,

 /s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

2

EX-12.1

Exhibit 12.1

Statement of Computation of Ratio of Earnings to Fixed Charges (in millions, except ratios)

	2015			2016			2017			2018			2019			2020
Earnings (loss) before taxes, minority interests in consolidated subsidiaries, and income or loss from equity investees
Earnings (loss) before taxes		(2,163.0	)		(615.7	)		(312.0	)		(176.7	)		310.3			490.1
Earnings (loss) before taxes from discontinued operations		(584.5	)		18.8			—			—			—			—
Add: (Income)/Loss from minority interests in consolidated subsidiaries		—			0.4			9.6			13.1			—			—
Add: (Income)/Loss from equity investees		17.5			—			—			(5.5	)		16.3			1.0
Add: Fixed charges		97.3			88.9			87.1			86.8			74.0			54.0
Amortization of capitalized interest*		3.1			2.8			2.7			2.6			3.9			2.7
Gain (loss) from equity investees		(17.5	)		—			—			5.5			(16.3	)		(1.0	)
Gain (loss) attributable to non-controlling interests		—			(0.4	)		(9.6	)		(13.1	)		—			—
Less: Capitalized interest		(6.4	)		(6.5	)		(11.3	)		(8.3	)		—			—
Total earnings (loss) available for fixed charges		(2,653.5	)		(511.7	)		(233.5	)		(95.6	)		388.2			546.8
Fixed charges:
Interest expense		87.9			79.5			72.7			75.6			71.8			51.9
Amortization of deferred financing costs		3.0			2.9			3.1			2.9			2.2			2.1
Capitalized interest		6.4			6.5			11.3			8.3			—			—
Total fixed charges		97.3			88.9			87.1			86.8			74.0			54.0
Ratio of earnings to fixed charges		—	(1)		—	(1)		—	(1)		—	(1)		5.2			10.1

(1) Due to our losses for the years ended December 31, 2015, December 31, 2016, December 31, 2017 and December 31, 2018, the ratio was negative for these periods.

EX-22.1

Exhibit 22.1

List of Subsidiary Guarantors

As of September 30, 2021, the subsidiaries of Yamana Gold Inc. (the “Company”) listed in the table below have fully and unconditionally guaranteed the following securities of the Company, in each case issued only by the Company:

4.625% Senior Notes due 2027
2.630% Senior Notes due 2031
Guarantor	Jurisdiction of Formation
Jacobina Mineracao e Comercio Ltda.	Brazil
Minera Meridian Limitada	Chile
Minera Florida Limitada	Chile
Yamana Santa Cruz Holdings B.V.	Netherlands

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form F-10/F-4 of our reports dated February 11, 2021 relating to the consolidated financial statements of Yamana Gold Inc. and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting appearing in the annual report on Form 40-F of the Company for the year ended December 31, 2020. We also consent to the reference to us under “Experts” in the prospectus included in such Registration Statement.

/s/ Deloitte LLP

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

November 12, 2021

EX-23.7

Exhibit 23.7

CONSENT OF EXPERT

In connection with the Registration Statement on Form F-10/F-4, including any amendments thereto (the “Registration Statement”) of Yamana Gold Inc. (“Yamana”), I, Eduardo de Souza Soares, MAusIMM CP (Min), hereby consent to the use of my name in connection with the references to the report entitled “NI 43-101 Technical Report, Jacobina Gold Mine, Bahia State, Brazil” dated May 29, 2020 (the “Report”), to the use of my name in connection with the mineral reserve estimate for the Jacobina Mine as at December 31, 2020 (the “Estimate”) and to the inclusion or incorporation by reference of references to the written disclosure of the Report, the Estimate and of extracts from or summaries thereof in the Registration Statement.

By:	/s/ Eduardo de Souza Soares
Name: Eduardo de Souza Soares, MAusIMM CP (Min)
November 12, 2021

EX-23.8

Exhibit 23.8

CONSENT OF EXPERT

In connection with the Registration Statement on Form F-10/F-4, including any amendments thereto (the “Registration Statement”) of Yamana Gold Inc. (“Yamana”), I, Henry Marsden, P.Geo., hereby consent to the use of my name in connection with the reference to the reports entitled “NI 43-101 Technical Report, Jacobina Gold Mine, Bahia State, Brazil” dated May 29, 2020 and “NI 43-101 Technical Report, El Peñón Gold-Silver Mine, Antofagasta Region, Chile” dated March 25, 2021 (the “Reports”) and to the inclusion or incorporation by reference of references to the written disclosure of the Reports and of extracts from or summaries thereof in the Registration Statement.

By:	/s/ Henry Marsden
Name: Henry Marsden, P.Geo.
November 12, 2021

EX-23.9

Exhibit 23.9

CONSENT OF EXPERT

In connection with the Registration Statement on Form F-10/F-4, including any amendments thereto (the “Registration Statement”) of Yamana Gold Inc. (“Yamana”), I, Carlos Iturralde, P.Eng., hereby consent to the use of my name in connection with the reference to the reports entitled “NI 43-101 Technical Report, Jacobina Gold Mine, Bahia State, Brazil” dated May 29, 2020 and “NI 43-101 Technical Report, El Peñón Gold-Silver Mine, Antofagasta Region, Chile” dated March 25, 2021 (the “Reports”) and to the inclusion or incorporation by reference of references to the written disclosure of the Reports and of extracts from or summaries thereof in the Registration Statement.

By:	/s/ Carlos Iturralde
Name: Carlos Iturralde, P.Eng.
November 12, 2021

EX-23.10

Exhibit 23.10

CONSENT OF EXPERT

In connection with the Registration Statement on Form F-10/F-4, including any amendments thereto (the “Registration Statement”) of Yamana Gold Inc. (“Yamana”), I, Renan Garcia Lopes, MAusIMM CP (Geo), hereby consent to the use of my name in connection with the references to the report entitled “NI 43-101 Technical Report, Jacobina Gold Mine, Bahia State, Brazil” dated May 29, 2020 (the “Report”) and to the inclusion or incorporation by reference of references to the written disclosure of the Report and of extracts from or a summary thereof in the Registration Statement.

By: /s/ Renan Garcia Lopes

Name:	Renan Garcia Lopes, MAusIMM CP (Geo)
November 12, 2021

EX-23.11

Exhibit 23.11

CONSENT OF EXPERT

In connection with the Registration Statement on Form F-10/F-4, including any amendments thereto (the “Registration Statement”) of Yamana Gold Inc. (“Yamana”), I, Luis Vasquez, P.Eng., hereby consent to the use of my name in connection with the references to the report entitled “NI 43-101 Technical Report, Jacobina Gold Mine, Bahia State, Brazil” dated May 29, 2020 (the “Report”) and to the inclusion or incorporation by reference of references to the written disclosure of the Report and of extracts from or a summary thereof in the Registration Statement.

By: /s/ Luis Vasquez

Name:	Luis Vasquez, P.Eng.
November 12, 2021

EX-23.12

Exhibit 23.12

CONSENT OF EXPERT

In connection with the Registration Statement on Form F-10/F-4, including any amendments thereto (the “Registration Statement”) of Yamana Gold Inc. (“Yamana”), I, Sébastien Bernier, P.Geo., hereby consent to the use of my name in connection with the technical disclosure set forth under the heading “Description of the Business – Material Producing Mines – Jacobina Mining Complex”, to the use of my name in connection with the technical disclosure set forth under the heading “Description of the Business – Material Producing Mines – El Peñón Mine”, and to the use of my name in connection with the technical disclosure set forth under the heading “Description of the Business – Material Producing Mines – Canadian Malartic Mine” (together, the “Technical Disclosure”) and to the inclusion or incorporation by reference of references to the Technical Disclosure in the Registration Statement.

By: /s/ Sébastien Bernier

Name:	Sébastien Bernier, P.Geo.
November 12, 2021

EX-23.13

Exhibit 23.13

CONSENT OF EXPERT

In connection with the Registration Statement on Form F-10/F-4, including any amendments thereto (the “Registration Statement”) of Yamana Gold Inc. (“Yamana”), I, Sergio Castro, Registered Member, Chilean Mining Commission, hereby consent to the use of my name in connection with the references to the report entitled “NI 43-101 Technical Report, El Peñón Gold-Silver Mine, Antofagasta Region, Chile” dated March 25, 2021 (the “Report”), to the use of my name in connection with the mineral reserve estimate for the El Peñón Mine as at December 31, 2020 (the “Estimate”) and to the inclusion or incorporation by reference of references to the written disclosure of the Report, the Estimate and of extracts from or summaries thereof in the Registration Statement.

By:	/s/ Sergio Castro
Name: Sergio Castro, Registered Member, Chilean Mining Commission
November 12, 2021

EX-23.14

Exhibit 23.14

CONSENT OF EXPERT

In connection with the Registration Statement on Form F-10/F-4, including any amendments thereto (the “Registration Statement”) of Yamana Gold Inc. (“Yamana”), I, Marco Velásquez Corrales, Registered Member, Chilean Mining Commission, hereby consent to the use of my name in connection with the references to the report entitled “NI 43-101 Technical Report, El Peñón Gold-Silver Mine, Antofagasta Region, Chile” dated March 25, 2021 (the “Report”), to the use of my name in connection with the mineral resource estimate for the El Peñón Mine as at December 31, 2020 (the “Estimate”) and to the inclusion or incorporation by reference of references to the written disclosure of the Report, the Estimate and of extracts from or summaries thereof in the Registration Statement.

By:	/s/ Marco Velásquez Corrales
Name:	Marco Velásquez Corrales, Registered Member, Chilean Mining Commission
November 12, 2021

EX-23.15

Exhibit 23.15

CONSENT OF EXPERT

In connection with the Registration Statement on Form F-10/F-4, including any amendments thereto (the “Registration Statement”) of Yamana Gold Inc. (“Yamana”), I, Pascal Lehouiller, P.Geo., hereby consent to the use of my name in connection with the references to the report entitled “NI 43-101 Technical Report, Canadian Malartic Mine, Québec, Canada” dated March 25, 2021 (the “Report”), to the use of my name in connection with the mineral resource estimate for the Canadian Malartic Mine as at December 31, 2020 (the “Estimate”) and to the inclusion or incorporation by reference of references to the written disclosure of the Report, the Estimate and of extracts from or summaries thereof in the Registration Statement.

By:	/s/ Pascal Lehouiller
Name: Pascal Lehouiller, P.Geo.
November 12, 2021

EX-23.16

Exhibit 23.16

CONSENT OF EXPERT

In connection with the Registration Statement on Form F-10/F-4, including any amendments thereto (the “Registration Statement”) of Yamana Gold Inc. (“Yamana”), I, Sylvie Lampron, Eng., hereby consent to the use of my name in connection with the references to the report entitled “NI 43-101 Technical Report, Canadian Malartic Mine, Québec, Canada” dated March 25, 2021 (the “Report”) and to the inclusion or incorporation by reference of references to the written disclosure of the Report and of extracts from or a summary thereof in the Registration Statement.

By:	/s/ Sylvie Lampron
Name: Sylvie Lampron, Eng.
November 12, 2021

EX-23.17

Exhibit 23.17

CONSENT OF EXPERT

In connection with the Registration Statement on Form F-10/F-4, including any amendments thereto (the “Registration Statement”) of Yamana Gold Inc. (“Yamana”), I, Guy Gagnon, Eng., hereby consent to the use of my name in connection with the references to the report entitled “NI 43-101 Technical Report, Canadian Malartic Mine, Québec, Canada” dated March 25, 2021 (the “Report”), to the use of my name in connection with the mineral reserve estimate for the Canadian Malartic Mine as at December 31, 2020 (the “Estimate”) and to the inclusion or incorporation by reference of references to the written disclosure of the Report, the Estimate and of extracts from or summaries thereof in the Registration Statement.

By:	/s/ Guy Gagnon
Name: Guy Gagnon, Eng.
November 12, 2021

EX-23.18

Exhibit 23.18

CONSENT OF EXPERT

In connection with the Registration Statement on Form F-10/F-4, including any amendments thereto (the “Registration Statement”) of Yamana Gold Inc. (“Yamana”), I, Nicole Houle, P.Geo., hereby consent to the use of my name in connection with the references to the report entitled “NI 43-101 Technical Report, Canadian Malartic Mine, Québec, Canada” dated March 25, 2021 (the “Report”) and to the inclusion or incorporation by reference of references to the written disclosure of the Report and of extracts from or a summary thereof in the Registration Statement.

By:	/s/ Nicole Houle
Name: Nicole Houle, P.Geo.
November 12, 2021

EX-23.19

Exhibit 23.19 

CONSENT OF EXPERT

In connection with the Registration Statement on Form F-10/F-4, including any amendments thereto (the “Registration Statement”) of Yamana Gold Inc. (“Yamana”), I, François Bouchard, P.Geo., hereby consent to the use of my name in connection with the references to the report entitled “NI 43-101 Technical Report, Canadian Malartic Mine, Québec, Canada” dated March 25, 2021 (the “Report”) and to the inclusion or incorporation by reference of references to the written disclosure of the Report and of extracts from or a summary thereof in the Registration Statement.

By:	/s/ François Bouchard
Name: François Bouchard, P.Geo.
November 12, 2021

EX-23.20

Exhibit 23.20

CONSENT OF EXPERT

In connection with the Registration Statement on Form F-10/F-4, including any amendments thereto (the “Registration Statement”) of Yamana Gold Inc. (“Yamana”), I, Dominic Chartier, P.Geo., hereby consent to the use of my name in connection with the mineral resource estimate for the Jacobina Mine as at December 31, 2020 (the “Estimate”) and to the inclusion or incorporation by reference of references to any summary or extract of the Estimate in the Registration Statement.

By:	/s/ Dominic Chartier
Name: Dominic Chartier, P.Geo.
November 12, 2021

EX-23.21

Exhibit 23.21 

CONSENT OF EXPERT

In connection with the Registration Statement on Form F-10/F-4, including any amendments thereto (the “Registration Statement”) of Yamana Gold Inc. (“Yamana”), I, Dr. Jean-François Ravenelle, P.Geo., hereby consent to the use of my name in connection with the mineral resource estimate for the Jacobina Mine as at December 31, 2020 (the “Estimate”) and to the inclusion or incorporation by reference of references to any summary or extract of the Estimate in the Registration Statement.

By:	/s/ Dr. Jean-François Ravenelle
Name: Dr. Jean-François Ravenelle, P.Geo.
November 12, 2021

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

WILMINGTON TRUST, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

16-1486454

(I.R.S. employer identification no.)

1100 North Market Street

Wilmington, DE 19890-0001

(Address of principal executive offices)

Shaune Sullivan

Vice President

1100 North Market Street

Wilmington, Delaware 19890-0001

(302) 636-6522

(Name, address and telephone number of agent for service)

Yamana Gold Inc.¹

(Exact name of obligor as specified in its charter)
Canada	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Royal Bank Plaza, North Tower

200 Bay Street, Suite 2200

Toronto, Ontario

Canada M5J 2J3

(Address of principal executive offices, including zip code)

2.630% Senior Notes due 2031

(Title of the indenture securities)

1 SEE TABLE OF ADDITIONAL OBLIGORS

TABLE OF ADDITIONAL OBLIGORS

Form F-4

Exact Name of Co-Obligor as Specified in its Charter	I.R.S. Employer Identification No.	State or Other Jurisdiction of Incorporation or Organization
Jacobina Mineracao e Comercio Ltda.	N/A	Brazil
Minera Meridian Limitada	N/A	Chile
Minera Florida Limitada	N/A	Chile
Yamana Santa Cruz Holdings B.V.	N/A	Netherlands

Address, including Zip Code, and Telephone Number, including Area Code, of each Co-Obligor’s Principal Executive Offices: c/o Yamana Gold Inc., 200 Bay Street, Suite 2200, Toronto, Ontario, Canada M5J 2J3, (416) 815-0220.

Name, Address, including Zip Code, and Telephone Number, including Area Code, of each Co-Obligor’s Agent for Service: Meridian Gold Company, 4635 Longley Lane, Unit 110-4A, Reno, Nevada 89502, (775) 850-3700.

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a)         Name and address of each examining or supervising authority to which it is subject.

Comptroller of Currency, Washington, D.C.

Federal Deposit Insurance Corporation, Washington, D.C.

(b)        Whether it is authorized to exercise corporate trust powers.

  The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and information available to the trustee, the obligor is not an affiliate of the trustee.

ITEMS 3 – 15. Not applicable.

ITEM 16. LIST OF EXHIBITS.

Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

1. A copy of the Charter for Wilmington Trust, National Association, attached hereto as Exhibit 1 of this Form T-1.

2. The authority of Wilmington Trust, National Association to commence business was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 above.

3. The authorization to exercise corporate trust powers was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 above.

4. A copy of the existing By-Laws of Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of this Form T-1.

5. Not applicable.

6. The consent of Wilmington Trust, National Association as required by Section 321(b) of the Trust Indenture Act of 1939, attached hereto as Exhibit 6 of this Form T-1.

7. Current Report of the Condition of Wilmington Trust, National Association, published pursuant to law or the requirements of its supervising or examining authority, attached hereto as Exhibit 7 of this Form T-1.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Guilford and State of Connecticut on the 12^th day of November, 2021.

WILMINGTON TRUST, NATIONAL ASSOCIATION
By:	/s/ Nedine P. Sutton
Name: Nedine P. Sutton
Title: Vice President

EXHIBIT 1

CHARTER OF WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATION

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

For the purpose of organizing an association to perform any lawful activities of national banks, the undersigned do enter into the following articles of association:

FIRST.          The title of this association shall be Wilmington Trust, National Association.

SECOND.    The main office of the association shall be in the City of Wilmington, County of New Castle, State of Delaware. The general business of the association shall be conducted at its main office and its branches.

THIRD.       The board of directors of this association shall consist of not less than five nor more than twenty-five persons, unless the OCC has exempted the bank from the 25-member limit. The exact number is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the association or of a holding company owning the association, with an aggregate par, fair market or equity value $1,000. Determination of these values may be based as of either (i) the date of purchase or (ii) the date the person became a director, whichever value is greater. Any combination of common or preferred stock of the association or holding company may be used.

Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may not increase the number of directors between meetings of shareholders to a number which:

1) exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or

2) exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25, unless the OCC has exempted the bank from the 25-member limit.

Directors shall be elected for terms of one year and until their successors are elected and qualified. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director's term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the association, may be appointed by resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determine the number of directors of the association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.

FOURTH.    There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefor in the bylaws, or, if that day falls on a legal holiday in the state in which the association is located, on the next following banking day. If no election is held on the day fixed, or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least 10 days advance notice of the time, place and purpose of a shareholders’ meeting shall be given to the shareholders by first class mail, unless the OCC determines that an emergency circumstance exists. The sole shareholder of the bank is permitted to waive notice of the shareholders’ meeting.

In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares such shareholder owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. If, after the first ballot, subsequent ballots are necessary to elect directors, a shareholder may not vote shares that he or she has already fully cumulated and voted in favor of a successful candidate. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.

Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for election of directors. Nominations other than those made by or on behalf of the existing management shall be made in writing and be delivered or mailed to the president of the association not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days notice of the meeting is given to shareholders, such nominations shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

1) The name and address of each proposed nominee.

2) The principal occupation of each proposed nominee.

3) The total number of shares of capital stock of the association that will be voted for each proposed nominee.

4) The name and residence address of the notifying shareholder.

5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and the vote tellers may disregard all votes cast for each such nominee. No bylaw may unreasonably restrict the nomination of directors by shareholders.

A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

A director may be removed by shareholders at a meeting called to remove the director, when notice of the meeting stating that the purpose or one of the purposes is to remove the director is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal.

FIFTH.         The authorized amount of capital stock of this association shall be ten thousand shares of common stock of the par value of one hundred dollars ($100) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the association, whether now or hereafter authorized, or to any obligations convertible into stock of the association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix. Preemptive rights also must be approved by a vote of holders of two-thirds of the bank’s outstanding voting shares. Unless otherwise specified in these articles of association or required by law, (1) all matters requiring shareholder action, including amendments to the articles of association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.

Unless otherwise specified in these articles of association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval. If a proposed amendment would affect two or more classes or series in the same or a substantially similar way, all the classes or series so affected must vote together as a single voting group on the proposed amendment.

Shares of one class or series may be issued as a dividend for shares of the same class or series on a pro rata basis and without consideration. Shares of one class or series may be issued as share dividends for a different class or series of stock if approved by a majority of the votes entitled to be cast by the class or series to be issued, unless there are no outstanding shares of the class or series to be issued. Unless otherwise provided by the board of directors, the record date for determining shareholders entitled to a share dividend shall be the date authorized by the board of directors for the share dividend.

Unless otherwise provided in the bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.

If a shareholder is entitled to fractional shares pursuant to a stock dividend, consolidation or merger, reverse stock split or otherwise, the association may: (a) issue fractional shares; (b) in lieu of the issuance of fractional shares, issue script or warrants entitling the holder to receive a full share upon surrendering enough script or warrants to equal a full share; (c) if there is an established and active market in the association's stock, make reasonable arrangements to provide the shareholder with an opportunity to realize a fair price through sale of the fraction, or purchase of the additional fraction required for a full share; (d) remit the cash equivalent of the fraction to the shareholder; or (e) sell full shares representing all the fractions at public auction or to the highest bidder after having solicited and received sealed bids from at least three licensed stock brokers; and distribute the proceeds pro rata to shareholders who otherwise would be entitled to the fractional shares. The holder of a fractional share is entitled to exercise the rights for shareholder, including the right to vote, to receive dividends, and to participate in the assets of the association upon liquidation, in proportion to the fractional interest. The holder of script or warrants is not entitled to any of these rights unless the script or warrants explicitly provide for such rights. The script or warrants may be subject to such additional conditions as: (1) that the script or warrants will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the script or warrants are exchangeable may be sold at the option of the association and the proceeds paid to scriptholders.

The association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. Obligations classified as debt, whether or not subordinated, which may be issued by the association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.

SIXTH.         The board of directors shall appoint one of its members president of this association, and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors' and shareholders' meetings and be responsible for authenticating the records of the association, and such other officers and employees as may be required to transact the business of this association.

A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the bylaws.

The board of directors shall have the power to:

1) Define the duties of the officers, employees, and agents of the association.

2) Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the association.

3) Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

4) Dismiss officers and employees.

5) Require bonds from officers and employees and to fix the penalty thereof.

6) Ratify written policies authorized by the association's management or committees of the board.

7) Regulate the manner in which any increase or decrease of the capital of the association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.

8) Manage and administer the business and affairs of the association.

9) Adopt initial bylaws, not inconsistent with law or the articles of association, for managing the business and regulating the affairs of the association.

10) Amend or repeal bylaws, except to the extent that the articles of association reserve this power in whole or in part to shareholders.

11) Make contracts.

12) Generally perform all acts that are legal for a board of directors to perform.

SEVENTH.   The board of directors shall have the power to change the location of the main office to any other place within the limits of Wilmington, Delaware, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of such association for a relocation outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of Wilmington Delaware, but not more than 30 miles beyond such limits. The board of directors shall have the power to establish or change the location of any branch or branches of the association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.

EIGHTH.     The corporate existence of this association shall continue until termination according to the laws of the United States.

NINTH.       The board of directors of this association, or any one or more shareholders owning, in the aggregate, not less than 50 percent of the stock of this association, may call a special meeting of shareholders at any time. Unless otherwise provided by the bylaws or the laws of the United States, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given at least 10 days prior to the meeting by first-class mail, unless the OCC determines that an emergency circumstance exists. If the association is a wholly-owned subsidiary, the sole shareholder may waive notice of the shareholders’ meeting. Unless otherwise provided by the bylaws or these articles, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.

TENTH.       For purposes of this Article Tenth, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution-affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these articles of association and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these articles of association, (b) shall continue to exist after any restrictive amendment of these articles of association with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these articles of association shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in these articles of association, the bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these articles of association shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Article Tenth or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article Tenth shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these articles of association; provided, however, that no such insurance shall include coverage to pay or reimburse any institution-affiliated party for the cost of any judgment or civil money penalty assessed against such person in an administrative proceeding or civil action commenced by any federal banking agency. Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ELEVENTH. These articles of association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The association's board of directors may propose one or more amendments to the articles of association for submission to the shareholders.

EXHIBIT 4

BY-LAWS OF WILMINGTON TRUST, NATIONAL ASSOCIATION

AMENDED AND RESTATED BYLAWS

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

(Effective as of April 17, 2018)

ARTICLE I

Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders to elect directors and transact whatever other business may properly come before the meeting shall be held at the main office of the association, Rodney Square North, 1100 Market Street, City of Wilmington, State of Delaware, at 1:00 o'clock p.m. on the first Tuesday in March of each year, or at such other place and time as the board of directors may designate, or if that date falls on a legal holiday in Delaware, on the next following banking day. Notice of the meeting shall be mailed by first class mail, postage prepaid, at least 10 days and no more than 60 days prior to the date thereof, addressed to each shareholder at his/her address appearing on the books of the association. If, for any cause, an election of directors is not made on that date, or in the event of a legal holiday, on the next following banking day, an election may be held on any subsequent day within 60 days of the date fixed, to be designated by the board of directors, or, if the directors fail to fix the date, by shareholders representing two-thirds of the shares. In these circumstances, at least 10 days’ notice must be given by first class mail to shareholders.

Section 2. Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the board of directors or by any one or more shareholders owning, in the aggregate, not less than fifty percent of the stock of the association. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than 10 days nor more than 60 days prior to the date fixed for the meeting, to each shareholder at the address appearing on the books of the association a notice stating the purpose of the meeting.

The board of directors may fix a record date for determining shareholders entitled to notice and to vote at any meeting, in reasonable proximity to the date of giving notice to the shareholders of such meeting. The record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs a demand for the meeting describing the purpose or purposes for which it is to be held.

A special meeting may be called by shareholders or the board of directors to amend the articles of association or bylaws, whether or not such bylaws may be amended by the board of directors in the absence of shareholder approval.

If an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment, unless any additional items of business are to be considered, or the association becomes aware of an intervening event materially affecting any matter to be voted on more than 10 days prior to the date to which the meeting is adjourned. If a new record date for the adjourned meeting is fixed, however, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date. If, however, the meeting to elect the directors is adjourned before the election takes place, at least ten days’ notice of the new election must be given to the shareholders by first-class mail.

Section 3. Nominations of Directors. Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the association, shall be made in writing and shall be delivered or mailed to the president of the association and the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days' notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

(1) The name and address of each proposed nominee;

(2) The principal occupation of each proposed nominee;

(3) The total number of shares of capital stock of the association that will be voted for each proposed nominee;

(4) The name and residence of the notifying shareholder; and

(5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.

Section 4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and filed with the records of the meeting. Proxies with facsimile signatures may be used and unexecuted proxies may be counted upon receipt of a written confirmation from the shareholder. Proxies meeting the above requirements submitted at any time during a meeting shall be accepted.

Section 5. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, or by the shareholders or directors pursuant to Article IX, Section 2, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the articles of association, or by the shareholders or directors pursuant to Article IX, Section 2. If a meeting for the election of directors is not held on the fixed date, at least 10 days’ notice must be given by first-class mail to the shareholders.

ARTICLE II

Directors

Section 1. Board of Directors. The board of directors shall have the power to manage and administer the business and affairs of the association. Except as expressly limited by law, all corporate powers of the association shall be vested in and may be exercised by the board of directors.

Section 2. Number. The board of directors shall consist of not less than five nor more than twenty-five members, unless the OCC has exempted the bank from the 25-member limit. The exact number within such minimum and maximum limits is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any meeting thereof.

Section 3. Organization Meeting. The secretary or treasurer, upon receiving the certificate of the judges of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the main office of the association, or at such other place in the cities of Wilmington, Delaware or Buffalo, New York, to organize the new board of directors and elect and appoint officers of the association for the succeeding year. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within 30 days thereof. If, at the time fixed for such meeting, there shall not be a quorum, the directors present may adjourn the meeting, from time to time, until a quorum is obtained.

Section 4. Regular Meetings. The Board of Directors may, at any time and from time to time, by resolution designate the place, date and hour for the holding of a regular meeting, but in the absence of any such designation, regular meetings of the board of directors shall be held, without notice, on the first Tuesday of each March, June and September, and on the second Tuesday of each December at the main office or other such place as the board of directors may designate. When any regular meeting of the board of directors falls upon a holiday, the meeting shall be held on the next banking business day unless the board of directors shall designate another day.

Section 5. Special Meetings. Special meetings of the board of directors may be called by the Chairman of the Board of the association, or at the request of two or more directors. Each member of the board of directors shall be given notice by telegram, first class mail, or in person stating the time and place of each special meeting.

Section 6. Quorum. A majority of the entire board then in office shall constitute a quorum at any meeting, except when otherwise provided by law or these bylaws, but a lesser number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. If the number of directors present at the meeting is reduced below the number that would constitute a quorum, no business may be transacted, except selecting directors to fill vacancies in conformance with Article II, Section 7. If a quorum is present, the board of directors may take action through the vote of a majority of the directors who are in attendance.

Section 7. Meetings by Conference Telephone. Any one or more members of the board of directors or any committee thereof may participate in a meeting of such board or committees by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in a meeting by such means shall constitute presence in person at such meeting.

Section 8. Procedures. The order of business and all other matters of procedure at every meeting of the board of directors may be determined by the person presiding at the meeting.

Section 9. Removal of Directors. Any director may be removed for cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by vote of the stockholders. Any director may be removed without cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by the vote of the holders of a majority of the shares of the Corporation entitled to vote. Any director may be removed for cause, at any meeting of the directors notice of which shall have referred to the proposed action, by vote of a majority of the entire Board of Directors.

Section 10. Vacancies. When any vacancy occurs among the directors, a majority of the remaining members of the board of directors, according to the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the board of directors, or at a special meeting called for that purpose at which a quorum is present, or if the directors remaining in office constitute fewer than a quorum of the board of directors, by the affirmative vote of a majority of all the directors remaining in office, or by shareholders at a special meeting called for that purpose in conformance with Section 2 of Article I. At any such shareholder meeting, each shareholder entitled to vote shall have the right to multiply the number of votes he or she is entitled to cast by the number of vacancies being filled and cast the product for a single candidate or distribute the product among two or more candidates. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

ARTICLE III

Committees of the Board

The board of directors has power over and is solely responsible for the management, supervision, and administration of the association. The board of directors may delegate its power, but none of its responsibilities, to such persons or committees as the board may determine.

The board of directors must formally ratify written policies authorized by committees of the board of directors before such policies become effective. Each committee must have one or more member(s), and who may be an officer of the association or an officer or director of any affiliate of the association, who serve at the pleasure of the board of directors. Provisions of the articles of association and these bylaws governing place of meetings, notice of meeting, quorum and voting requirements of the board of directors, apply to committees and their members as well. The creation of a committee and appointment of members to it must be approved by the board of directors.

Section 1. Loan Committee. There shall be a loan committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The loan committee, on behalf of the bank, shall have power to discount and purchase bills, notes and other evidences of debt, to buy and sell bills of exchange, to examine and approve loans and discounts, to exercise authority regarding loans and discounts, and to exercise, when the board of directors is not in session, all other powers of the board of directors that may lawfully be delegated. The loan committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 2. Investment Committee. There shall be an investment committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The investment committee, on behalf of the bank, shall have the power to ensure adherence to the investment policy, to recommend amendments thereto, to purchase and sell securities, to exercise authority regarding investments and to exercise, when the board of directors is not in session, all other powers of the board of directors regarding investment securities that may be lawfully delegated. The investment committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 3. Examining Committee. There shall be an examining committee composed of not less than 2 directors, exclusive of any active officers, appointed by the board of directors annually or more often. The duty of that committee shall be to examine at least once during each calendar year and within 15 months of the last examination the affairs of the association or cause suitable examinations to be made by auditors responsible only to the board of directors and to report the result of such examination in writing to the board of directors at the next regular meeting thereafter. Such report shall state whether the association is in a sound condition, and whether adequate internal controls and procedures are being maintained and shall recommend to the board of directors such changes in the manner of conducting the affairs of the association as shall be deemed advisable.

Notwithstanding the provisions of the first paragraph of this section 3, the responsibility and authority of the Examining Committee may, if authorized by law, be given over to a duly constituted audit committee of the association's parent corporation by a resolution duly adopted by the board of directors.

Section 4. Trust Audit Committee. There shall be a trust audit committee in conformance with Section 1 of Article V.

Section 5. Other Committees. The board of directors may appoint, from time to time, from its own members, compensation, special litigation and other committees of one or more persons, for such purposes and with such powers as the board of directors may determine.

However, a committee may not:

(1) Authorize distributions of assets or dividends;

(2) Approve action required to be approved by shareholders;

(3) Fill vacancies on the board of directors or any of its committees;

(4) Amend articles of association;

(5) Adopt, amend or repeal bylaws; or

(6) Authorize or approve issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares.

Section 6. Committee Members' Fees. Committee members may receive a fee for their services as committee members and traveling and other out-of-pocket expenses incurred in attending any meeting of a committee of which they are a member. The fee may be a fixed sum to be paid for attending each meeting or a fixed sum to be paid quarterly, or semiannually, irrespective of the number of meetings attended or not attended. The amount of the fee and the basis on which it shall be paid shall be determined by the board of directors.

ARTICLE IV

Officers and Employees

Section 1. Officers. The board of directors shall annually, at the Annual Reorganization Meeting of the board of directors following the annual meeting of the shareholders, appoint or elect a Chairperson of the Board, a Chief Executive Officer and a President, and one or more Vice Presidents, a Corporate Secretary, a Treasurer, a General Auditor, and such other officers as it may determine. At the Annual Reorganization Meeting, the board of directors shall also elect or reelect all of the officers of the association to hold office until the next Annual Reorganization Meeting. In the interim between Annual Reorganization Meetings, the board of directors may also elect or appoint a Chief Executive Officer, a President or such additional officers to the rank of Vice President, including (without limitation as to title or number) one or more Administrative Vice Presidents, Group Vice Presidents, Senior Vice Presidents and Executive Vice Presidents, and any other officer positions as they deem necessary and appropriate. The Chief Executive Officer of M&T Bank, the head of the Human Resources Department of M&T Bank, and any one executive Vice Chairman of M&T Bank, acting jointly, may appoint one or more officers to the rank of Executive Vice President or Senior Vice President. The head of the Human Resources Department of M&T Bank or his or her designee or designees, may appoint other officers up to the rank of Group Vice President, including (without limitation as to title or number) one or more Administrative Vice Presidents, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Auditors, and any other officer positions as they deem necessary and appropriate. Each such person elected or appointed by the board of directors, the Chief Executive Officer of M&T Bank, the head of the Human Resources Department of M&T Bank, and an executive Vice Chairman of M&T Bank, acting jointly, or the head of the Human Resources Department of M&T Bank or his or her designee or designees, in between Annual Reorganization Meetings shall hold office until the next Annual Reorganization Meeting unless otherwise determined by the board of directors or such authorized officers.

Section 2. Chairperson of the Board. The board of directors shall appoint one of its members to be the chairperson of the board to serve at its pleasure. Such person shall preside at all meetings of the board of directors. The chairperson of the board shall supervise the carrying out of the policies adopted or approved by the board of directors; shall have general executive powers, as well as the specific powers conferred by these bylaws; and shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned by the board of directors.

Section 3. President. The board of directors shall appoint one of its members to be the president of the association. In the absence of the chairperson, the president shall preside at any meeting of the board of directors. The president shall have general executive powers and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice to the office of president, or imposed by these bylaws. The president shall also have and may exercise such further powers and duties as from time to time may be conferred or assigned by the board of directors.

Section 4. Vice President. The board of directors may appoint one or more vice presidents. Each vice president shall have such powers and duties as may be assigned by the board of directors. One vice president shall be designated by the board of directors, in the absence of the president, to perform all the duties of the president.

Section 5. Secretary. The board of directors shall appoint a secretary, treasurer, or other designated officer who shall be secretary of the board of directors and of the association and who shall keep accurate minutes of all meetings. The secretary shall attend to the giving of all notices required by these bylaws; shall be custodian of the corporate seal, records, documents and papers of the association; shall provide for the keeping of proper records of all transactions of the association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of treasurer, or imposed by these bylaws; and shall also perform such other duties as may be assigned from time to time, by the board of directors.

Section 6. Other Officers. The board of directors may appoint one or more assistant vice presidents, one or more trust officers, one or more assistant secretaries, one or more assistant treasurers, one or more managers and assistant managers of branches and such other officers and attorneys in fact as from time to time may appear to the board of directors to be required or desirable to transact the business of the association. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by the board of directors, the chairperson of the board, or the president. The board of directors may authorize an officer to appoint one or more officers or assistant officers.

Section 7. Tenure of Office. The president and all other officers shall hold office for the current year for which the board of directors was elected, unless they shall resign, become disqualified, or be removed; and any vacancy occurring in the office of president shall be filled promptly by the board of directors.

Section 8. Resignation. An officer may resign at any time by delivering notice to the association. A resignation is effective when the notice is given unless the notice specifies a later effective date.

ARTICLE V

Fiduciary Activities

Section 1. Trust Audit Committee. There shall be a Trust Audit Committee composed of not less than 2 directors, appointed by the board of directors, which shall, at least once during each calendar year make suitable audits of the association’s fiduciary activities or cause suitable audits to be made by auditors responsible only to the board, and at such time shall ascertain whether fiduciary powers have been administered according to law, Part 9 of the Regulations of the Comptroller of the Currency, and sound fiduciary principles. Such committee: (1) must not include any officers of the bank or an affiliate who participate significantly in the administration of the bank’s fiduciary activities; and (2) must consist of a majority of members who are not also members of any committee to which the board of directors has delegated power to manage and control the fiduciary activities of the bank.

Notwithstanding the provisions of the first paragraph of this section 1, the responsibility and authority of the Trust Audit Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 2. Fiduciary Files. There shall be maintained by the association all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 3. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and applicable law. Where such instrument does not specify the character and class of investments to be made, but does vest in the association investment discretion, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under applicable law.

ARTICLE VI

Stock and Stock Certificates

Section 1. Transfers. Shares of stock shall be transferable on the books of the association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall in proportion to such shareholder's shares, succeed to all rights of the prior holder of such shares. The board of directors may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the association with respect to stock transfers, voting at shareholder meetings and related matters and to protect it against fraudulent transfers.

Section 2. Stock Certificates. Certificates of stock shall bear the signature of the president (which may be engraved, printed or impressed) and shall be signed manually or by facsimile process by the secretary, assistant secretary, treasurer, assistant treasurer, or any other officer appointed by the board of directors for that purpose, to be known as an authorized officer, and the seal of the association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the association properly endorsed.

The board of directors may adopt or use procedures for replacing lost, stolen, or destroyed stock certificates as permitted by law.

The association may establish a procedure through which the beneficial owner of shares that are registered in the name of a nominee may be recognized by the association as the shareholder. The procedure may set forth:

(1) The types of nominees to which it applies;

(2) The rights or privileges that the association recognizes in a beneficial owner;

(3) How the nominee may request the association to recognize the beneficial owner as the shareholder;

(4) The information that must be provided when the procedure is selected;

(5) The period over which the association will continue to recognize the beneficial owner as the shareholder;

(6) Other aspects of the rights and duties created.

ARTICLE VII

Corporate Seal

Section 1. Seal. The seal of the association shall be in such form as may be determined from time to time by the board of directors. The president, the treasurer, the secretary or any assistant treasurer or assistant secretary, or other officer thereunto designated by the board of directors shall have authority to affix the corporate seal to any document requiring such seal and to attest the same. The seal on any corporate obligation for the payment of money may be facsimile. 

ARTICLE VIII

Miscellaneous Provisions

Section 1. Fiscal Year. The fiscal year of the association shall be the calendar year.

Section 2. Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted on behalf of the association by the chairperson of the board, or the president, or any vice president, or the secretary, or the treasurer, or, if in connection with the exercise of fiduciary powers of the association, by any of those offices or by any trust officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted on behalf of the association in such other manner and by such other officers as the board of directors may from time to time direct. The provisions of this section 2 are supplementary to any other provision of these bylaws.

Section 3. Records. The articles of association, the bylaws and the proceedings of all meetings of the shareholders, the board of directors, and standing committees of the board of directors shall be recorded in appropriate minute books provided for that purpose. The minutes of each meeting shall be signed by the secretary, treasurer or other officer appointed to act as secretary of the meeting.

Section 4. Corporate Governance Procedures. To the extent not inconsistent with federal banking statutes and regulations, or safe and sound banking practices, the association may follow the Delaware General Corporation Law, Del. Code Ann. tit. 8 (1991, as amended 1994, and as amended thereafter) with respect to matters of corporate governance procedures.

Section 5. Indemnification. For purposes of this Section 5 of Article VIII, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution-affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these bylaws and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these bylaws, (b) shall continue to exist after any restrictive amendment of these bylaws with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these bylaws shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution-affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in the association’s articles of association, these bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these bylaws shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Section 5 of Article VIII or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Section 5 of Article VIII shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these bylaws; provided, however, that no such insurance shall include coverage for a final order assessing civil money penalties against such persons by a bank regulatory agency. Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ARTICLE IX

Inspection and Amendments

Section 1. Inspection. A copy of the bylaws of the association, with all amendments, shall at all times be kept in a convenient place at the main office of the association, and shall be open for inspection to all shareholders during banking hours.

Section 2. Amendments. The bylaws of the association may be amended, altered or repealed, at any regular meeting of the board of directors, by a vote of a majority of the total number of the directors except as provided below, and provided that the following language accompany any such change.

I,                             , certify that: (1) I am the duly constituted (secretary or treasurer) of                                                                and secretary of its board of directors, and as such officer am the official custodian of its records; (2) the foregoing bylaws are the bylaws of the association, and all of them are now lawfully in force and effect.

I have hereunto affixed my official signature on this                                     day of                     .

______________________________________

(Secretary or Treasurer)

The association's shareholders may amend or repeal the bylaws even though the bylaws also may be amended or repealed by the board of directors.

EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor. 

	WILMINGTON TRUST, NATIONAL ASSOCIATION
Dated: November 12, 2021		By:	/s/ Nedine P. Sutton
			Name: Nedine P. Sutton
			Title: Vice President

EXHIBIT 7

R E P O R T  O F  C O N D I T I O N

WILMINGTON TRUST, NATIONAL ASSOCIATION

As of the close of business on June 30, 2021

ASSETS	Thousands of Dollars
Cash and balances due from depository institutions:		10,130,291
Securities:		5,852
Federal funds sold and securities purchased under agreement to resell:		0
Loans and leases held for sale:		0
Loans and leases net of unearned income, allowance:		88,174
Premises and fixed asset		26,558
Other real estate owned:		558
Investments in unconsolidated subsidiaries and associated companies:		0
Direct and indirect investments in real estate ventures:		0
Intangible assets:		324
Other assets:		67,908
Total Assets:		10,319,665

LIABILITIES	Thousands of Dollars
Deposits		9,587,059
Federal funds purchased and securities sold under agreements to repurchase		0
Other borrowed money:		0
Other Liabilities:		77,069
Total Liabilities		9,664,128

EQUITY CAPITAL	Thousands of Dollars
Common Stock		1,000
Surplus		411,398
Retained Earnings		243,335
Accumulated other comprehensive income		(196	)
Total Equity Capital		655,537
Total Liabilities and Equity Capital		10,319,665

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

YAMANA GOLD INC.

OFFER TO EXCHANGE $500,000,000 AGGREGATE PRINCIPAL AMOUNT OF
2.630% SENIOR NOTES DUE 2031 ISSUED ON AUGUST 6, 2021
(CUSIP/ISIN NUMBERS: 98462Y AE0/US98462YAE05; C98883 AC2/USC98883AC29)
FOR A LIKE AGGREGATE PRINCIPAL AMOUNT OF 2.630% SENIOR NOTES DUE 2031
(CUSIP/ISIN NUMBER: 98462Y AF7/US98462YAF79)

UNCONDITIONALLY GUARANTEED BY JACOBINA MINERACAO E COMERCIO LTDA., MINERA MERIDIAN
LIMITADA, YAMANA SANTA CRUZ HOLDINGS B.V. AND MINERA FLORIDA LIMITADA

Pursuant to the Prospectus dated                     , 2021,

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 p.m., NEW YORK CITY TIME, ON                           , 2021 UNLESS
EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE. WHERE THE EXPIRATION DATE HAS BEEN EXTENDED,
TENDERS PURSUANT TO THE EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION
DATE MAY NOT BE WITHDRAWN AFTER THE DATE OF THE PREVIOUSLY SCHEDULED
EXPIRATION DATE.

DELIVERY TO:

Citibank N.A., Exchange Agent

By Regular Mail or Overnight Courier:

Citibank, N.A.
480 Washington Boulevard, 30th Floor
Jersey City, New Jersey 07310

By Facsimile:
(For Eligible Institutions only):
fax. (347) 632-8640
Attn. Citi AT Operations

For Information Call:
(800) 422-2066

Confirm Receipt of Facsimile by
Telephone: (973) 461-7169

Delivery of this Letter of Transmittal to an address other than as set forth above, or transmission of this Letter of Transmittal via facsimile to a number other than as set forth above, will not constitute a valid delivery. Please read the instructions set forth in this Letter of Transmittal carefully before completing any box below.

The undersigned acknowledges that he, she or it has received this Letter of Transmittal (the "Letter") and the Prospectus, dated                 , 2021 (the "Prospectus"), of Yamana Gold Inc. (the "Issuer") relating to its offer to exchange (i) up to $500,000,000 aggregate principal amount of its 2.630% Notes due 2031 (the "New 2031 Notes", together with the New Guarantees (defined below), the "New Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding 2.630% Notes due 2031 (the "Initial Notes"), by the registered holders thereof ("Holders"). The New Notes are unconditionally guaranteed (the "New Guarantees") by Jacobina Mineracao e Comercio Ltda., Minera Meridian Limitada, Yamana Santa Cruz Holdings B.V. and Minera Florida Limitada (the "Guarantors"). The Prospectus and this Letter together constitute the Issuer's offers to exchange (the "Exchange Offer") its New Notes, including the New Guarantees, for a like principal amount of its Initial Notes, including guarantees, from the Holders.

As described herein, all Initial Notes properly tendered for exchange will either be exchanged for New Notes or will be returned promptly after the termination or withdrawal of the Exchange Offer. For each Initial Note accepted for exchange, the Holder of such Initial Note will receive a New Note having a principal amount equal to that of, and representing the same indebtedness of that represented by, the surrendered Initial Note and with an unconditional Guarantee by the Guarantors identical to the guarantee of the Initial Note. The New Notes will accrue interest from the last interest payment date on which interest was paid on the Initial Notes or, if no interest has been paid on the Initial Notes, from the issue date of the Initial Notes. Accordingly, registered Holders of New Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the last interest payment date on which interest was paid or, if no interest has been paid, from the issue date of the Initial Notes. Initial Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders of Initial Notes whose Initial Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Initial Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer.

This Letter is to be completed by a Holder of Initial Notes if a tender of Initial Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company ("DTC") (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in "Exchange Offer — Terms of the Exchange Offer — Book-Entry Transfer" section of the Prospectus. Holders of Initial Notes who are unable to deliver confirmation of the book-entry tender of their Initial Notes into the Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Initial Notes according to the guaranteed delivery procedures set forth in "Exchange Offer — Terms of the Exchange Offer — Guaranteed Delivery Procedures" section of the Prospectus. See Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

DELIVERY OF THE AGENT’S MESSAGE BY DTC, EUROCLEAR OR CLEARSTREAM WILL SATISFY THE TERMS OF THE EXCHANGE OFFER AS TO EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL BY THE PARTICIPANT IDENTIFIED IN THE AGENT’S MESSAGE. DTC PARTICIPANTS MAY ALSO ACCEPT THE EXCHANGE OFFER BY SUBMITTING A NOTICE OF GUARANTEED DELIVERY THROUGH ATOP.

List below the Initial Notes to which this Letter relates. If the space provided below is inadequate, the
principal amount of Initial Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF INITIAL NOTES

(1) Name(s) and Address(es) of Registered Holder(s) of Initial Notes, Exactly as the Name of the Participant Appears on the Book-Entry Transfer Facility' Security Position Listing (Please fill in, if blank)	(2) Aggregate Principal Amount	(3) Principal Amount of Initial Note(s) Tendered*
	TOTAL

*

Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Initial Notes represented by the Initial Notes indicated in column 2. Initial Notes tendered hereby must be in denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof. See Instruction 1.

2 

¨	CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
Account Number
Transaction Code Number

BY CREDITING THE INITIAL NOTES TO THE EXCHANGE AGENT'S ACCOUNT WITH THE BOOK-ENTRY TRANSFER FACILITY'S ATOP AND BY COMPLYING WITH THE APPLICABLE ATOP PROCEDURES WITH RESPECT TO THE EXCHANGE OFFER, THE HOLDER OF THE NOTES ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS OF THIS LETTER OF TRANSMITTAL AND CONFIRMS ON BEHALF OF ITSELF AND THE BENEFICIAL OWNER OF SUCH INITIAL NOTES ALL PROVISIONS OF THIS LETTER OF TRANSMITTAL APPLICABLE TO IT AND SUCH BENEFICIAL OWNERS AS FULLY AS IF SUCH BENEFICIAL OWNERS HAD COMPLETED THE INFORMATION REQUIRED HEREIN AND EXECUTED AND TRANSMITTED THIS LETTER OF TRANSMITTAL.

3 

¨	CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)
Window Ticket Number (if any)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution That Guaranteed Delivery
Account Number

Transaction Code Number   

4 

o	CHECK HERE IF YOU ARE A BROKER-DEALER ENTITLED, PURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT REFERRED TO IN THE PROSPECTUS, TO RECEIVE, AND WISH TO RECEIVE, 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO WITHIN 180 DAYS AFTER THE EXPIRATION DATE.
Name:
Address:

IF THE UNDERSIGNED IS NOT A BROKER-DEALER, THE UNDERSIGNED REPRESENTS THAT IT IS NOT PARTICIPATING IN, AND DOES NOT INTEND TO PARTICIPATE IN, A DISTRIBUTION OF NEW NOTES. IF THE UNDERSIGNED IS A BROKER-DEALER THAT WILL RECEIVE NEW NOTES FOR ITS OWN ACCOUNT IN EXCHANGE FOR INITIAL NOTES THAT WERE ACQUIRED AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, IT ACKNOWLEDGES AND REPRESENTS THAT IT WILL DELIVER A PROSPECTUS MEETING THE REQUIREMENTS OF THE SECURITIES ACT, IN CONNECTION WITH ANY RESALE OF SUCH NEW NOTES; HOWEVER, BY SO ACKNOWLEDGING AND REPRESENTING AND BY DELIVERING SUCH A PROSPECTUS THE UNDERSIGNED WILL NOT BE DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT. IF THE UNDERSIGNED IS A BROKER-DEALER THAT WILL RECEIVE NEW NOTES, IT REPRESENTS THAT THE INITIAL NOTES TO BE EXCHANGED FOR THE NEW NOTES WERE ACQUIRED AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES. IN ADDITION, SUCH BROKER-DEALER REPRESENTS THAT IT IS NOT ACTING ON BEHALF OF ANY PERSON WHO COULD NOT TRUTHFULLY MAKE THE FOREGOING REPRESENTATIONS.

5 

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the aggregate principal amount of Initial Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Initial Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the applicable Issuer all right, title and interest in and to such Initial Notes as are being tendered hereby.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned's true and lawful agent and attorney-in-fact with respect to such tendered Initial Notes, with full power of substitution, among other things, to cause the Initial Notes to be assigned, transferred and exchanged.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Initial Notes, and to acquire New Notes issuable upon the exchange of such tendered Initial Notes, and that, when such Initial Notes are accepted for exchange, the Issuer will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Issuer. The undersigned hereby further represents and warrants that any New Notes acquired in exchange for Initial Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, that neither the Holder of such Initial Notes nor any such other person is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of Initial Notes or New Notes, that neither the Holder of such Initial Notes nor any such other person is an "affiliate," as defined in Rule 405 under the Securities Act, of the Issuer and that neither the Holder of such Initial Notes nor such other person is acting on behalf of any person who could not truthfully make the foregoing representations and warranties.

The undersigned acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the "SEC"), as set forth in no-action letters issued to third parties, that the New Notes issued pursuant to the Exchange Offer in exchange for the Initial Notes may be offered for resale, resold and otherwise transferred by Holders thereof (other than any such Holder that is a broker-dealer or an "affiliate" of the Issuer within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such Holder's business, at the time of commencement of the Exchange Offer such Holder has no arrangement or understanding with any person to participate in a distribution of such New Notes, and such Holder is not engaged in, and does not intend to engage in, a distribution of such New Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes and has no arrangement or understanding to participate in a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Initial Notes, it represents that the Initial Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

6 

The SEC has taken the position that such broker-dealers may fulfill their prospectus delivery requirements with respect to the New Notes (other than a resale of New Notes received in exchange for an unsold allotment from the original sale of the Initial Notes) with the Prospectus. The Prospectus, as it may be amended or supplemented from time to time, may be used by certain broker-dealers (as specified in the Registration Rights Agreement referenced in the Prospectus) ("Participating Broker-Dealers") for a period of time, starting on the Expiration Date and ending on the earlier of the close of business 180 days after the Expiration Date in connection with the sale or transfer of such New Notes or such time as such Participating Broker-Dealers no longer own any Initial Notes, other than Initial Notes acquired from the Issuer. The Issuer has agreed that, for such period of time, it will make the Prospectus (as it may be amended or supplemented) available to such a broker-dealer which elects to exchange Initial Notes, acquired for its own account as a result of market making or other trading activities, for New Notes pursuant to the Exchange Offer for use in connection with any resale of such New Notes. By accepting the Exchange Offer, each broker-dealer that receives New Notes pursuant to the Exchange Offer acknowledges and agrees to notify the Issuers prior to using the Prospectus in connection with the sale or transfer of New Notes and that, upon receipt of notice from the Issuer of the happening of any event which makes any statement in the Prospectus untrue in any material respect or which requires the making of any changes in the Prospectus in order to make the statements therein (in light of the circumstances under which they were made) not misleading, such broker-dealer will suspend use of the Prospectus until (i) the Issuer has amended or supplemented the Prospectus to correct such misstatement or omission and (ii) the Issuer has furnished copies of the amended or supplemented Prospectus to such broker-dealer or, if the Issuer has not otherwise agreed to furnish such copies and decline to do so after such broker-dealer so requests, such broker-dealer has obtained a copy of such amended or supplemented Prospectus as filed with the SEC. Except as described above, the Prospectus may not be used for or in connection with an offer to resell, a resale or any other retransfer of New Notes. A broker-dealer that acquired Initial Notes in a transaction other than as part of its market-making activities or other trading activities will not be able to participate in the Exchange Offer.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuer to be necessary or desirable to complete the sale, assignment and transfer of the Initial Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "Exchange Offer — Terms of the Exchange Offer — Withdrawal of Tenders" section of the Prospectus.

Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, please credit the account indicated above maintained at the Book-Entry Transfer Facility.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF INITIAL NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE INITIAL NOTES AS SET FORTH IN SUCH BOX ABOVE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

7 

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)

SIGNATURE(S) OF OWNER                                                                                                                                                                                              DATE

Area Code and Telephone Number

If a Holder is tendering an Initial Note, this Letter must be signed by the registered Holder(s) as the name(s) appear(s) on the certificate(s) for the Initial Note or by any person(s) authorized to become registered Holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 2.

Name(s):

(PLEASE TYPE OR PRINT)

Capacity:   

Address:   

SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 2) SIGNATURE(S) GUARANTEED BY AN ELIGIBLE INSTITUTION:

(AUTHORIZED SIGNATURE)
(TITLE)
(NAME AND FIRM)
DATED:  (PLEASE COMPLETE ACCOMPANYING FORM W-9.)	2021

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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 2, 3 and 4)

To be completed ONLY if Initial Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue: New Notes and/or Initial Notes to:
	(Please Type or Print)

Name(s) and Taxpayer Identification or Social Security Number(s): 

(Please Type or Print)

Address:

(Zip Code)

(Complete Form W-9)

 ¨ Credit unexchanged Initial Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below:

(Book-Entry Transfer Facility Account Number, if Applicable)

IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 2.630% NOTES DUE 2031 ISSUED ON AUGUST 6, 2031 OF YAMANA GOLD INC. FOR 2.630% NOTES DUE 2031 OF YAMANA GOLD INC. THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY AND ALL OUTSTANDING UNCONDITIONAL GUARANTEES BY GUARANTORS OF THE 2.630% NOTES DUE 2031 ISSUED ON AUGUST 6, 2021 BY YAMANA GOLD INC. FOR UNCONDITIONAL GUARANTEES BY THE GUARANTORS OF THE REGISTERED 2.630% NOTES DUE 2031 ISSUED BY YAMANA GOLD INC., WHICH GUARANTEES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

1. Delivery of this Letter and notes; guaranteed delivery procedures.    This Letter is to be completed by Holders of Initial Notes if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the "Exchange Offer — Terms of the Exchange Offer — Book-Entry Transfer" section of the Prospectus. Book-Entry Confirmation, as well as a properly completed and duly executed Letter (or manually signed facsimile hereof) and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Initial Notes tendered hereby must be in denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof.

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Holders who cannot complete the procedure for book-entry transfer on a timely basis may tender their Initial Notes pursuant to the guaranteed delivery procedures set forth in the "Exchange Offer — Terms of the Exchange Offer — Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined herein), (ii) prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Issuers (by facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder of Initial Notes and the amount of Initial Notes tendered, stating that the tender is being made thereby and guaranteeing that within two New York Stock Exchange ("NYSE") trading days after the date of execution of the Notice of Guaranteed Delivery a Book-Entry Confirmation and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) a Book-Entry Confirmation and all other documents required by this Letter, are received by the Exchange Agent within two NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

The method of delivery of this Letter and all or any other required documents is at the election and risk of the tendering Holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If this Letter and all other required documents are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. See the "Exchange Offer — Terms of the Exchange Offer" section of the Prospectus.

2. Signatures on this Letter; bond powers; guarantee of signatures.    If this Letter is signed by a participant in the Book-Entry Facility, the signature must correspond exactly with the name as it appears on the security position listing of the Holders of the Initial Notes.

If any tendered Initial Notes are owned of record by two or more joint owners, all of such owners must sign this Letter.

If this Letter is signed by registered Holder(s) of the Initial Notes specified herein and tendered thereby, no separate bond powers are required unless the New Notes are to be issued, or untendered Initial Notes are to be reissued, to a person other than the registered Holder. Signatures on such bond power(s) must be guaranteed by an Eligible Institution.

If this Letter or any bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the applicable Issuers, proper evidence satisfactory to such Issuer of their authority to so act must be submitted.

SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 2 MUST BE GUARANTEED BY A FIRM WHICH IS A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS ASSOCIATION OR OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING OF A RECOGNIZED MEDALLION PROGRAM APPROVED BY THE SECURITIES TRANSFER ASSOCIATION INC., INCLUDING THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM ("STAMP"), THE STOCK EXCHANGE MEDALLION PROGRAM ("SEMP") AND THE NEW YORK STOCK EXCHANGE MEDALLION SIGNATURE PROGRAM ("MSP"), OR ANY OTHER "ELIGIBLE GUARANTOR INSTITUTION" (AS DEFINED IN RULE 17AD-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) (EACH OF THE FOREGOING, AN "ELIGIBLE INSTITUTION")

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SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION, PROVIDED THE INITIAL NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF INITIAL NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH INITIAL NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" IN THIS LETTER, OR (II) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.

3. Special issuance instructions.    Holders tendering Initial Notes by book-entry transfer may request that Initial Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such Holder may designate herein.

4. Taxpayer identification number; backup withholding; Form W-9, Form W-8.    For purposes of this Letter of Transmittal, a “U.S. Person” is (a) an individual who is a citizen or resident of the U.S. (including a U.S. resident alien), (b) a corporation, partnership, other entity classified as a corporation or partnership for U.S. federal income tax purposes, or association that is created or organized in or under the laws of the United States, or any political subdivision thereof or therein, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes, or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust.

U.S. federal income tax law generally requires a tendering Holder that is a U.S. Person whose Initial Notes are accepted for exchange to provide the Issuer (as payor), or the Paying Agent designated by the Issuer to act on its behalf, with such Holder's correct Taxpayer Identification Number ("TIN") on the Form W-9 attached hereto, which in the case of a tendering Holder who is an individual, is his or her Social Security number. If the Issuer is not provided with the correct TIN or an adequate basis for an exemption from backup withholding, such tendering Holder may be subject to a penalty imposed by the Internal Revenue Service (the "IRS"). In addition, delivery to such tendering Holder of New Notes may result in backup withholding, currently at the rate of 24%, on all reportable payments made after the exchange. If withholding results in an overpayment of taxes, the Holder may obtain a refund from the IRS, provided that the Holder furnishes required information to the IRS on a timely basis.

To prevent backup withholding, each tendering Holder of Initial Notes that is a U.S. Person must provide its correct TIN by completing the Form W-9 attached hereto, certifying, under penalties of perjury, that (1) the TIN provided is correct (or that such Holder is awaiting a TIN), (2) the Holder is not subject to backup withholding because (a) the Holder is exempt from backup withholding, (b) the Holder has not been notified by the IRS that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified the Holder that such Holder is no longer subject to backup withholding, and (3) such Holder is a U.S. citizen or other U.S. Person. See the enclosed instructions in Form W-9 for additional instructions.

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If the tendering Holder of Initial Notes is not a U.S. Person, such Holder must give the Exchange Agent a completed Form W-8BEN or other appropriate IRS Form W-8.

Exempt Holders of Initial Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements but must complete the Form W-9 or the appropriate IRS Form W-8, as applicable. See the enclosed instructions in Form W-9 for additional instructions.

If the Initial Notes are in more than one name or are not in the name of the actual owner, such Holder should consult the enclosed instructions in Form W-9 for information on which TIN to report.

If such Holder does not have a TIN, such Holder should consult the enclosed instructions for Form W-9 on applying for a TIN, and write "Applied For" in the space for the TIN in Part I of the Form W-9. Note: Writing "Applied For" on the Form W-9 means that such Holder has already applied for a TIN or that such Holder intends to apply for one in the near future. If "Applied For" is written in Part I and Paying Agent is not provided with a TIN prior to the date of payment the Paying Agent will withhold 24% of any reportable payments made to the Holder.

For further information concerning backup withholding and instructions for completing Form W-9 consult the instructions in Form W-9.

FAILURE TO COMPLETE A FORM W-9 OR APPROPRIATE FORM W-8 MAY RESULT IN BACKUP WITHHOLDING OF 24% ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.

5. Transfer taxes.    The Issuers will pay all transfer taxes, if any, applicable to the transfer of Initial Notes to it or its order pursuant to the Exchange Offer. If, however, New Notes and/or substitute Initial Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the Initial Notes tendered hereby, or if tendered Initial Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Initial Notes to the Issuers or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

Except as provided in this instruction 5, it will not be necessary for transfer tax stamps to be affixed to the Initial Notes specified in this Letter.

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6. Waiver of conditions.    The Issuers reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

7. No conditional tenders.    No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Initial Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Initial Notes for exchange.

None of the Issuers, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Initial Notes nor shall any of them incur any liability for failure to give any such notice.

8. Withdrawal rights.    Tenders of Initial Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

For a withdrawal of a tender of Initial Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having tendered the Initial Notes to be withdrawn (the "Depositor"), (ii) identify the Initial Notes to be withdrawn (including the principal amount of such Initial Notes), (iii) specify the number of the account at the Book-Entry Transfer Facility from which the Initial Notes were tendered and specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Initial Notes and otherwise comply with the procedures of such facility, (iv) contain a statement that such Holder is withdrawing its election to have such Initial Notes exchanged, (v) be signed by the Holder in the same manner as the original signature on the Letter by which such Initial Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the Trustee with respect to the Initial Notes register the transfer of such Initial Notes in the name of the person withdrawing the tender and (vi) specify the name in which such Initial Notes are registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the applicable Issuers, whose determination shall be final and binding on all parties. Any Initial Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Initial Notes so withdrawn are validly retendered. Any Initial Notes that have been tendered for exchange but which are not exchanged for any reason (including the termination or withdrawal of the Exchange Offer) will be returned to the tendering Holder thereof without cost to such Holder by being credited to an account maintained with the Book-Entry Transfer Facility for the Initial Notes promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Initial Notes may be retendered by following the procedures described above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

9. Requests for assistance or additional copies.    Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter, and requests for Notices of Guaranteed Delivery and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated above.

IMPORTANT: THIS LETTER OF TRANSMITTAL, (OR A FACSIMILE THEREOF, IF APPLICABLE,) OR AN AGENT'S MESSAGE TO THE BOOK-ENTRY TRANSFER FACILITY TOGETHER WITH CONFIRMATION OF BOOK-ENTRY AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M. NEW YORK CITY TIME, ON THE EXPIRATION DATE.

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Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification ▶ Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. Print or type. See Specific Instructions on page 3. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. Individual/sole proprietor or single-member LLC C Corporation S Corporation Partnership Trust/estate Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ▶ Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. Other (see instructions) ▶ 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions. 6 City, state, and ZIP code Requester’s name and address (optional) 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Social security number – – or Employer identification number – Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Here Signature of U.S. person ▶ Date ▶ General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018)

Form W-9 (Rev. 10-2018) Page 2 By signing the filled-out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the instructions for Part II for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships, earlier. What is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Form W-9 (Rev. 10-2018) Page 3 Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application. b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2. c. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2. e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3. IF the entity/person on line 1 is a(n) . . . THEN check the box for . . . • Corporation Corporation • Individual • Sole proprietorship, or • Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes. Individual/sole proprietor or single- member LLC • LLC treated as a partnership for U.S. federal tax purposes, • LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes. Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation) • Partnership Partnership • Trust/estate Trust/estate Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession 7—A futures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11—A financial institution 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947

Form W-9 (Rev. 10-2018) Page 4 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for . . . THEN the payment is exempt for . . . Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and patronage dividends Exempt payees 1 through 4 Payments over $600 required to be reported and direct sales over $5,0001 Generally, exempt payees 1 through 52 Payments made in settlement of payment card or third party network transactions Exempt payees 1 through 4 1 See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i) F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G—A real estate investment trust H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I—A common trust fund as defined in section 584(a) J—A bank as defined in section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(a)(1) M—A tax exempt trust under a section 403(b) plan or section 457(g) plan Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below.

Form W-9 (Rev. 10-2018) Page 5 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual The individual 2. Two or more individuals (joint account) other than an account maintained by an FFI The actual owner of the account or, if combined funds, the first individual on the account1 3. Two or more U.S. persons (joint account maintained by an FFI) Each holder of the account 4. Custodial account of a minor (Uniform Gift to Minors Act) The minor2 5. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law The grantor-trustee1 The actual owner1 6. Sole proprietorship or disregarded entity owned by an individual The owner3 7. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A)) The grantor* For this type of account: Give name and EIN of: 8. Disregarded entity not owned by an individual The owner 9. A valid trust, estate, or pension trust Legal entity4 10. Corporation or LLC electing corporate status on Form 8832 or Form 2553 The corporation 11. Association, club, religious, charitable, educational, or other tax- exempt organization The organization 12. Partnership or multi-member LLC The partnership 13. A broker or registered nominee The broker or nominee For this type of account: Give name and EIN of: 14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments The public entity 15. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B)) The trust 1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. 2 Circle the minor’s name and furnish the minor’s SSN. 3 You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier. *Note: The grantor also must provide a Form W-9 to trustee of trust. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

Form W-9 (Rev. 10-2018) Page 6 The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027. Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY FOR
YAMANA GOLD INC.

OFFER TO EXCHANGE US$500,000,000 AGGREGATE PRINCIPAL AMOUNT OF
2.630% SENIOR NOTES DUE 2031 ISSUED ON AUGUST 6, 2021
(CUSIP/ISIN NUMBERS: 98462Y AE0/US98462YAE05; C98883 AC2/USC98883AC29)
FOR A LIKE AGGREGATE PRINCIPAL AMOUNT OF 2.630% SENIOR NOTES DUE 2031
(CUSIP/ISIN NUMBERS: 98462Y AF7/US98462YAF79)

UNCONDITIONALLY GUARANTEED BY JACOBINA MINERACAO E COMERCIO LTDA., MINERA MERIDIAN LIMITADA, YAMANA SANTA CRUZ HOLDINGS B.V. AND MINERA FLORIDA LIMITADA

WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

        This form or one substantially equivalent hereto must be used to accept the Exchange Offer of Yamana Gold Inc. (the "Issuer") made pursuant to the Prospectus, dated               , 2021 (the "Prospectus"), if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach Citibank N.A., as exchange agent (the "Exchange Agent") prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer.

        Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender Initial Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) relating to the tender for exchange of Initial Notes (the "Letter of Transmittal") must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Any Initial Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date. Where the Expiration Date has been extended, tenders pursuant to the Exchange Offer as of the previously scheduled Expiration Date may not be withdrawn after the date of the previously scheduled Expiration Date. Capitalized terms not defined herein are defined in the Prospectus or the Letter of Transmittal.

By Regular Mail or Overnight Courier:
Citibank, N.A.
480 Washington Boulevard, 30th Floor
Jersey City, New Jersey 07310

By Facsimile:
(For Eligible Institutions only):
fax. (347) 632-8640
Attn. Citi AT Operations

For Information Call:
(800) 422-2066

Confirm Receipt of Facsimile by
Telephone: (973) 461-7169

        Delivery of this instrument to an address other than as set forth above, or transmission or instructions via facsimile other than as set forth above, will not constitute a valid delivery.

        This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined in the letter of transmittal) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

DELIVERY OF THE AGENT’S MESSAGE BY DTC, EUROCLEAR OR CLEARSTREAM WILL SATISFY THE TERMS OF THE EXCHANGE OFFER AS TO EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL BY THE PARTICIPANT IDENTIFIED IN THE AGENT’S MESSAGE. DTC PARTICIPANTS MAY ALSO ACCEPT THE EXCHANGE OFFER BY SUBMITTING A NOTICE OF GUARANTEED DELIVERY THROUGH ATOP.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Issuer the principal amount of Initial Notes set forth below pursuant to the guaranteed delivery procedure described in "Exchange Offer — Terms of the Exchange Offer — Guaranteed Delivery Procedures" section of the Prospectus.

        The undersigned understands that tenders of Initial Notes will be accepted only in principal amount equal to US$2,000 or integral multiples of US$1,000 in excess thereof. Additionally, the undersigned understands that the tenders of Initial Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time on the Expiration Date.

        All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

PLEASE SIGN AND COMPLETE 

Principal Amount of Initial Notes Tendered (must be in denominations of principal amount of US$2,000 and any integral multiple of US$1,000):*	Name(s) of Registered Holder(s):
	Address including zip code:
If Initial Notes will be delivered by book entry transfer at The Depository Trust Company, insert Account No.:	Telephone Number including Area Code:
	Signature(s) of Registered Owner(s) or Authorized Signatory:
Date:

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This Notice of Guaranteed Delivery must be signed by the Holder(s) of Initial Notes exactly as its (their) name(s) appear on certificates for Initial Notes or a security position listing as the owner of Initial Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

Please print name(s) and address(es):

Name(s):

Capacity:

Address(es):

        Do not send Initial Notes with this form. Initial Notes should be sent to the Exchange Agent together with a properly completed and duly executed Letter of Transmittal.

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GUARANTEE 

(Not to be used for signature guarantee)

        The undersigned, a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an "Eligible Guarantor Institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that the certificates representing the principal amount of Initial Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Initial Notes into the Exchange Agent's account at DTC pursuant to the procedures set forth in "Exchange Offer — Terms of the Exchange Offer — Guaranteed Delivery Procedures" section of the Prospectus, together with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than two New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.

Name of Firm  

Address  

Zip Code  

Area Code and Tel. No.  

Authorized signature  

Title  

Name: (Please Type or Print)  

Dated:  

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY 

1. Delivery of this Notice of Guaranteed Delivery.    A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the Holder and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered or certified mail properly insured, with return receipt requested, is recommended. In all cases sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal. 

2. Signatures of this Notice of Guaranteed Delivery.    If this Notice of Guaranteed Delivery is signed by a participant of the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Initial Notes, the signature must correspond with the name shown on the security position listing as the owner of the Initial Notes.

If this Notice of Guaranteed Delivery is signed by a person other than the registered Holder(s) of any Initial Notes listed or a participant of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the participant shown on the Book-Entry Transfer Facility's security position listing.

If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing.

3. Requests for assistance or additional copies.    Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address specified on the first page hereof. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

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