Filed by Yamana Gold Inc.
pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Meridian Gold Inc.
Commission File Number: 001-12003
Date: June 27, 2007
A Transforming Combination |
Cautionary Statement All monetary amounts in U.S. dollars unless otherwise stated This presentation contains certain forward-looking statements and forward-looking information under applicable Canadian securities laws concerning the proposed transaction and the business, operations and financial performance and condition of the combined company, Yamana, Northern Orion and Meridian. Forward-looking statements and forward-looking information include, but are not limited to, statements with respect to estimated production and mine life of the various mineral projects of Yamana, Northern Orion or Meridian; synergies and financial impact of completed proposed acquisitions; the benefits of the acquisitions and the development potential of the properties of Yamana, Northern Orion and Meridian; the future price of gold, copper, silver, zinc, molybdenum; the estimation of mineral reserves and resources; the realization of mineral reserve estimates; the timing and amount of estimated future production; costs of production; success of exploration activities; and currency exchange rate fluctuations. Except for statements of historical fact relating to the companies, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as plan, expect, 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 and estimates of management at the date the statements are made, and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Assumptions upon which such forward-looking statements are based include that Yamana will be successful in acquiring 100% of the issued and outstanding Meridian shares, that the shareholders of Northern Orion will approve the transaction, that all required third party regulatory and governmental approvals to the transactions will be obtained and all other conditions to completion of the transactions will be satisfied or waived. Many of these assumptions are based on factors and events that are not within the control of Yamana or Northern Orion and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include changes in market conditions, variations in ore grade or recovery rates, risks relating to international operations, fluctuating metal prices and currency exchange rates, changes in project parameters, the possibility of project cost overruns or unanticipated costs and expenses, labour disputes and other risks of the mining industry, failure of plant, equipment or processes to operate as anticipated, the business of the companies not being integrated successfully or such integration proving more difficult, time consuming or costly than expected as well as those risk factors discussed or referred to in the annual Managements Discussion and Analysis and Annual Information Form for each of Yamana and Northern Orion filed with the securities regulatory authorities in all provinces of Canada and available at www.sedar.com, and the Annual Report on Form 40-F of each of Yamana and Northern Orion filed with the United States Securities and Exchange Commission and available at www.sec.gov. Although Yamana and Northern Orion 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. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Yamana and Northern Orion undertake no obligation to update forward-looking statements if circumstances or managements estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. Any forward-looking statements of facts related to Meridian are derived from Meridians publicly filed reports. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking statements to the extent they involve estimates of the mineralization that will be encountered if the property is developed. Comparative market information is as of a date prior to the date of this presentation. |
CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES This presentation uses the terms Measured, Indicated and Inferred Resources as defined in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects. United States readers are advised that while such terms are recognized and required by Canadian securities laws, the United States Securities and Exchange Commission does not recognize them. Under United States standards, mineralization may not be classified as a reserve unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve calculation is made. United States readers are cautioned not to assume that all or any part of the mineral deposits in these categories will ever be converted into reserves. In addition, Inferred Resources have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Resource will ever be upgraded to a higher category. United States readers are also cautioned not to assume that all or any part of an Inferred Resource exists, or is economically or legally mineable. CASH COSTS Total cash cost figures for gold production are calculated in accordance with a standard developed by The Gold Institute, which was a worldwide association of suppliers of gold and gold products and included leading North American gold producers. The Gold Institute ceased operations in 2002, but the standard is the accepted standard of reporting cash costs of production in North America. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. Total cash costs include mine site operating costs such as mining, processing, administration, royalties and production taxes, but are exclusive of amortization, reclamation, capital and exploration costs. Yamana has included in its total cash costs underground development costs. These costs are then divided by ounces produced to arrive at the cash operating costs of production. Total cash costs are then divided by ounces produced to arrive at the total cash costs of production. The measure, along with production, is considered to be a key indicator of a companys ability to generate operating earnings and cash flow from its mining operations. This data is furnished to provide additional information and is a non-GAAP measure. It should not be considered in isolation as a substitute for measures of performance prepared in accordance with GAAP and is not necessarily indicative of operating costs presented under GAAP. ADDITIONAL INFORMATION This presentation does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of Yamana, Meridian or Northern Orion. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada. If an offer is commenced, Yamana will file with the U.S. Securities and Exchange Commission a registration statement which will include the offer and take-over bid circular. Investors and security holders are urged to read the offer and take-over bid circular regarding the proposed business combination transaction referred to herein when these documents become available, because they will contain important information. Investors may obtain a free copy of the offer and take-over bid circular when they become available and other documents filed by Yamana with the Canadian provincial securities regulators on SEDAR at www.sedar.com, and with the SEC at the SEC's website at www.sec.gov. The prospectus and these other documents may also be obtained for free, once they have been mailed, on Yamana's website or by directing a request to Yamana. |
Yamana Gold + Meridian + Northern Orion A Transforming Combination A Leader in Production Growth Annual production to exceed 1.4 Moz by 2009 Ultra-Low Cash Cost Producer Sustainable cash cost below zero Unparalleled Cash Flow Over $600M annual Operating Cash Flow Cash balances growing to $2.4 billion(1) by end of 2010 after funding growth Core Asset Base Deepens Latin American Presence Chile (El Penon), Argentina (Agua Rica & Alumbrera, Gualcamayo) and Brazil (Chapada, Jacobina, Sao Francisco) Attractive Relative Valuation Delivers re-rating to all New Yamana shareholders Highly Liquid Gold Vehicle Combined daily average trading volume of more than C$160M through 3 leading global stock exchanges (1) Assumes the exercise of all in-the-money options and warrants |
Transaction Overview 3-Way Combination New Yamana Terms for Meridian Terms for Northern Orion · 2.235 New YRI shares + C$3.15 cash per MNG share · C$ 32.25 per MNG share based on closing prices day of announcement · 23 % spot premium; 24.4 % 20 - day VWAP premium · 0.543 New YRI shares per NNO share · C$ 7.07 per NNO s hare based on closing prices day of announcement · 21.3 % spot premium; 28.3 % 20 - day VWAP premium · Base Break Fee of C $ 35 million (C$50 million under certain circumstances) · Board supported transaction · Conditional on obtain ing 66 2/3 % of Meridian |
Yamana Meridian Northern Orion San Andres São Vicente São Francisco Ernesto C1 Santa Luz Jacobina Fazenda Brasileiro Fazenda Nova Chapada HONDURAS BRAZIL ARGENTINA El Penon Esquel Alumbrera (12.5%) Rossi (40%) Minera Florida Agua Rica NEVADA Stronger Focus In Latin America World Class Assets Gualcamayo CHILE |
Transaction Rationale Transaction delivers core cash flow + growth Adds world class assets t o Yamanas long - term growth Delivers current and future ultra low - cost ounces and low capital costs Elevates Yamanas growth profile above peers Maturity in Yamana cornerstone assets underpin further growth Combines Exper tise underground + open pit Value Enhancing share re - rating based on strong cash flow Premium offer Strategic fit with world class asset s in Chile Significant Esquel asset / unlock potential through New Yamana s operating base in Argentina Complemen tary Latin American focus Further Upside from New Yamana shares Premium offer Diversification from Alumbrera cash flow Unlocks development options for Agua Rica through New Yamana Strategic fit with existing Argentine asset base Further Upside from New Y amana shares |
Growth Value Vision Proven history of organic growth through exploration Increased throughput at Chapada, El Penon, Jacobina, Minera Florida Gualcamayo feasibility study + new high grade discovery Unlock Agua Rica + Esquel growth São Francisco coarse gold impact and potential at depth Future development (São Vicente, C1 Santa Luz) Core assets based in Brazil, Chile and Argentina Four major greenstone belts in Brazil plus outstanding exploration potential in Chile and Argentina Pyrite/sulphuric acid opportunity at Chapada Undervalued relative to peers Significant cash flow Expanded acquisition strategy Leading gold consolidator focused on core assets Self-funding of growth to sustainable 1.4-1.5 Moz/yr by 2009 Significant exploration Strategy of upgrading property portfolio The leading intermediate gold company deserving of premium market rating Value Increasing Initiatives |
Exceptional Gold Production Growth Profile Includes expansion of Jacobina up to 8,200 tpd by 2010 and development of Gualcamayo, São Vicente and C1 Santa Luz properties in 2008 See reserves and resource estimates contained herein SUSTAINABLE + FURTHER UPSIDE Agua Rica Esquel Expansions Other 0 200 400 600 800 1,000 1,200 1,400 1,600 2007 2008 2009 Gold Production (koz) Yamana Northern Orion Meridian |
Superior Operating Cash Flow Assumes gold price of $600/oz, copper prices of $3.40 in 2007, $3.20 in 2008, $2.85 in 2009(1), $12/oz Ag, $0.65/lb Zn, $25/lb Mo in 2007, $20 in 2008 and then $10 onward (1) Source Bloomberg SUSTAINABLE + FURTHER UPSIDE Agua Rica Esquel Expansions Other $500 $600 $700 $800 2007 2008 2009 Op Cash Flow ($M) |
Fully Funded Growth Assumes gold price of $600/oz, copper prices of $3.40 in 2007, $3.20 in 2008, $2.85 in 2009, $12/oz Ag, $0.65/lb Zn, $25/lb Mo in 2007, $20 in 2008 and then $10 onward Backed by a strong balance sheet with significant net cash and no gold hedging. Cash balance growing to $2.4 billion by 2010 after funding development of new projects $200 $300 $400 $500 $600 2007 2008 2009 Free Cash Flow ($M) |
Comprehensive Latin American Mining Expertise Open Pit / Underground Geographic Focus Complementary Technical Skills Deepens Latin American Expertise Based on Consensus Street Research Asset Values Well diversified asset portfolio O/P 54% U/G 46% Brazil 50% Chile 28% Others 3% Argentina 19% |
High Quality Core Assets Core Asset Base 43-101 reserves and resources per company disclosure 2P (Moz) M&I (Moz) Inferred (Moz) Prod'n (07E) Cash Cost (07E) Mine Life CORE ASSETS Chile - El Penon 2.0 0.9 0.6 229 ($162) 9 Argentina Alumbrera & Agua Rica 6.1 2.1 2.5 79 ($1,112) 10 / 23 Gualcamayo 2.3 0.7 10+ Brazil Chapada 2.5 0.5 1.2 196 ($1,583) 19 Jacobina 1.2 1.7 4.2 85 $316 10+ Sao Francisco 1.4 0.5 1.4 122 $282 10+ Total Core Assets 13.2 8.0 10.7 710 Average ($527) 13 Other Assets 2.0 4.5 2.4 259 $296 Total 15.2 12.5 13.1 970 Average ($307) |
Source: Bloomberg estimates Peer group includes Agnico-Eagle, Centerra, IAMGOLD, Eldorado and Kinross Price / Cash Flow 2007 Peer comparisons illustrate value and re-rating opportunity New Yamana Value Proposition 2008 2007 12.8x 18.8x 15.4x 0x 2x 4x 6x 8x 10x 12x 14x 16x 18x 20x New Yamana Peer Group Leader Peer Group Average 12.8x 18.8x 15.4x 0x 2x 4x 6x 8x 10x 12x 14x 16x 18x 20x New Yamana Peer Group Leader Peer Group Average 9.9x 15.2x 11.4x 0x 2x 4x 6x 8x 10x 12x 14x 16x New Yamana Peer Group Leader Peer Group Average |
Rising through the Intermediate Ranks New Yamana has one of the largest resource bases Source: Company reports 0 10 20 30 40 50 60 70 Kinross New Yamana IAMGOLD Agnico-Eagle Yamana Centerra Northern Orion Eldorado Meridian Reserves and Resources (Moz) Inferred Resources M&I Resources Reserves |
Rising through the Intermediate Ranks And the largest Au Eq. Measured & Indicated Resource Source: Company reports; Eq. ounces converted using prices of $600 Au, $1.50 Cu, $12 Ag, $0.65 Zn, and $10 Mo 0 10 20 30 40 50 60 70 80 90 New Yamana Kinross Northern Orion Agnico IAMGold Yamana Centerra Eldorado Meridian M&I Resources (Moz Au Eq.) |
Rising through the Intermediate Ranks League leading production growth profile Source: Various company and research reports ≈1.5 Moz by 2009 1.7 1.0 1.0 0.7 0.6 0.3 0.3 0.2 0.1 2.2 1.2 1.0 0.9 0.8 0.3 0.5 0.5 0.1 0.0 0.5 1.0 1.5 2.0 2.5 Kinross New Yamana IAMGOLD Centerra Yamana Meridian Eldorado Agnico-Eagle Northern Orion Annual Production (Moz) 2007E 2008E |
And has one of the lowest cash cost profiles Source: Company reports; Yamana and Meridian by-product credits based on $3.40/lb Cu, $12/oz Ag, $0.65/lb Zn and $25/lb Mo Rising through the Intermediate Ranks ($400) ($300) ($200) ($100) $0 $100 $200 $300 $400 IAMGOLD Centerra Kinross Eldorado Meridian Yamana New Yamana Agnico-Eagle 2007 Cash Cost ($/oz Au) |
Rising through the Intermediate Ranks New Yamana = $8.8B Market Cap Top Intermediate and Emerging Senior Source: Bloomberg $0 $4 $8 $12 $16 $20 $24 $28 Barrick Newmont Goldcorp Anglogold Gold Fields New Yamana Kinross Newcrest Harmony Agnico-Eagle Buenaventura Lihir Yamana Meridian IAMGOLD Centerra Northern Orion Market Capitalization ($B) |
Rising through the Intermediate Ranks Source: Bloomberg last 3 months New Yamana is Highly Liquidsecond only to the three largest senior gold producers New Yamana is Highly Liquid second only to the three largest senior gold producers $0 $50 $100 $150 $200 $250 $300 Newmont Goldcorp Barrick New Yamana Yamana Kinross Agnico-Eagle Meridian Eldorado IAMGOLD Northern Orion Centerra Avg. Daily Trading Liquidity ($M) |
New Yamana Continued Focus on Growth and Execution New Share /Offer Price C$ 13.02 C$ 32.25 C$ 7.07 Basic Shares (mm) 354 101 154 F.D. Shares (mm) 377 102 223 Market Cap. ( f . d .) ( $B) $4. 59 $ 3. 07 $ 1.4 8 $8. 8 Cash ($M ) $70 $ 212 $230 $212 Cash (f.d .) ($M ) $20 6 $223 $44 8 $57 7 Debt NIL NIL NIL NIL Enterprise V alue ($ Billion) $4 . 38 $ 2.8 5 $ 1.0 3 $8 . 26 Note: Values based on offers using closing prices on June 2 7 , 2007 and assuming exercise of all outstanding in - the - money options and warrants |
Yamana - Reserves and Resources *Proven & Probable reserves are a subset of Measured & Indicated resources. Mineral resources which are not mineral reserves do not have demonstrated economic viability. Readers should refer to Yamanas Annual Information Form for the year ended December 31, 2006 and other continuous disclosure documents available at www.sedar.com for further information relating to mineral reserves and resources. Reserves and Resources - December 31, 2006 Mineral Reserves (Proven and Probable) Proven Reserves Probable Reserves Total - Proven and Probable Tonnes Grade Contained Tonnes Grade Contained Tonnes Grade Contained (000's) (g/t) oz. (000's) (000's) (g/t) oz. (000's) (000's) (g/t) oz. (000's) Gold Fazenda Brasileiro 2,193 3.34 235.4 254 2.39 19.5 2,447 3.24 254.9 C1-Santa Luz - - - 9,200 1.88 556.0 9,200 1.88 556.0 Fazenda Nova 786 0.75 18.9 257 0.62 5.1 1,043 0.72 24.1 Jacobina 1,869 2.50 150.0 15,313 2.10 1,035.0 17,181 2.14 1,185.0 Sao Francisco - Main Ore 15,674 1.25 630.4 14,909 1.17 562.3 30,583 1.21 1,192.7 Sao Francisco - ROM Ore 13,940 0.25 110.7 14,771 0.24 112.6 28,711 0.24 223.3 Total Sao Francisco 29,614 0.78 741.1 29,680 0.71 674.8 59,294 0.74 1,416.0 Sao Vicente - Main Ore 6,580 1.06 224.8 2,854 0.90 82.2 9,434 1.01 307.0 Sao Vicente - ROM Ore 1,694 0.27 14.5 1,932 0.33 20.4 3,626 0.30 34.9 Total Sao Vicente 8,274 0.90 239.3 4,786 0.67 102.6 13,060 0.81 341.9 Chapada 20,002 0.34 218.6 282,992 0.25 2,290.6 302,994 0.26 2,509.2 San Andres (1) 5,939 0.77 147.8 15,806 0.69 351.6 21,745 0.71 499.4 Total Gold Reserves 68,677 0.79 1,751 358,288 0.44 5,035 426,964 0.49 6,786 Tonnes Grade Contained Tonnes Grade Contained Tonnes Grade Contained (000's) (%) lbs (mm) (000's) (%) lbs (mm) (000's) (%) lbs (mm) Copper Chapada 20,002 0.42% 184.6 282,992 0.34% 2,126.3 302,994 0.35% 2,310.9 Mineral Resources (Measured, Indicated and Inferred) (Measured and Indicated include Reserves as outlined above) Measured Resources Indicated Resources Total - Measured and Indicated Inferred Resources Tonnes Grade Contained Tonnes Grade Contained Tonnes Grade Contained Tonnes Grade Contained (000's) (g/t) oz. (000's) (000's) (g/t) oz. (000's) (000's) (g/t) oz. (000's) (000's) (g/t) oz. (000's) Gold Fazenda Brasileiro 3,352 3.26 351.7 900 2.87 83.2 4,252 3.18 434.9 686 4.30 94.9 C1-Santa Luz - - - 19,608 1.65 1,040.8 19,608 1.65 1,040.8 8,586 1.46 402.1 Fazenda Nova 1,046 0.99 33.4 214 1.17 8.1 1,261 1.02 41.5 118 1.05 4.0 Jacobina 9,038 2.15 624.0 31,198 2.29 2,300.3 40,236 2.26 2,924.3 45,657 2.84 4,164.4 Sao Francisco - Main Ore 18,861 1.19 720.5 23,422 1.06 798.3 42,284 1.12 1,518.9 33,686 0.81 875.2 Sao Francisco - ROM Ore 17,762 0.24 139.0 28,083 0.23 208.9 45,845 0.24 347.9 76,995 0.23 561.1 Total Sao Francisco 36,623 0.73 859.5 51,505 0.61 1,007.2 88,128 0.66 1,866.8 110,682 0.40 1,436.3 Sao Vicente 14,490 0.77 357.3 10,992 0.70 247.7 25,482 0.74 605.1 3,623 0.87 101.2 Ernesto - - - 1,520 3.66 178.9 1,520 3.66 178.9 2,144 2.61 179.6 Chapada 25,058 0.30 241.7 395,463 0.22 2,790.4 420,521 0.22 3,032.1 250,693 0.15 1,223.5 San Andres (1) 14,748 0.70 326.0 47,550 0.64 964.0 62,298 0.66 1,290.0 1,339 0.53 22.0 Gualcamayo 6,923 1.15 255.9 69,161 0.91 2,028.5 76,084 0.93 2,284.4 16,765 1.29 698.0 Total Gold Resources 111,279 0.85 3,050 628,111 0.53 10,649 739,389 0.58 13,699 440,291 0.59 8,326 Tonnes Grade Contained Tonnes Grade Contained Tonnes Grade Contained Tonnes Grade Contained (000's) (%) lbs (mm) (000's) (%) lbs (mm) (000's) (%) lbs (mm) (000's) (%) lbs (mm) Copper Chapada 25,058 0.34% 187.7 395,463 0.30% 2,613.3 420,521 0.30% 2,801.0 250,693 0.25% 1,392.3 (1) As of October 31, 2006 |
Northern Orion - Reserves and Resources 2,512,000 487,966,000 4,879,662,000 0.12 0.034% 0.34% 651,000,000 Aqua Rica Alumbrera (1) Au (oz) Mo (lbs) Cu (lbs) Au (g/ft) Mo (%) Cu (%) Contained Metal Grade Tonnes Total Inferred Resources 7,494,000 807,545,000 11,501,398,000 0.21 0.033% 0.47% 1,110,000,000 Aqua Rica 763,000 15,582,000 493,000,000 0.47 0.014% 0.45% 50,500,000 Alumbrera (1) Au (oz) Mo (lbs) Cu (lbs) Au (g/t) Mo (%) Cu (%) Contained Metal Grade Tonnes Total Measured and Indicated Resources (2) 5,403,000 531,597,000 8,054,506,000 0.23 0.033% 0.50% 730,700,000 Agua Rica 735,000 14,654,000 473,000,000 0.48 0.014% 0.45% 48,000,000 Alumbrera (1) Au (oz) Mo (lbs) Cu (lbs) Au (g/t) Mo (%) Cu (%) Contained Metal Grade Tonnes Total - Proven and Probable Reserves (2) The reserves and resources at Alumbrera are based on the JORC Code. The reserves and resources shown for Alumbrera are Northern Orion's 12.5% ownership of the mine. Measured and Indicated Resources include the Proven and Probable Reserves The foregoing information was prepared under the supervision of Brian Montpellier, P.Eng V.P. Project Development of Northern Orion and a qualified person under National Instrument 43-101. |
Meridian - Reserves and Resources Source: Meridian Gold Inc. 2006 Annual Report Tonnes Zn (%) Ag (g/t) Au (g/t) Zn (tonnes) Ag (oz) Au (oz) El Penon 9,300,000 275 6.6 81,791,000 1,967,000 Minera Florida 2,200,000 1.5% 27 5.3 31,252,000 1,878,000 369,000 Rossi Esquel Total 11,500,000 1.5% 226 6.3 31,252,000 83,669,000 2,336,000 Tonnes Zn (%) Ag (g/t) Au (g/t) Zn (lbs) Ag (oz) Au (oz) El Penon 3,600,000 208 8.1 24,021,000 935,000 Minera Florida 2,000,000 1.2% 17 4.6 23,721,000 1,080,000 289,000 Rossi 200,000 15.4 109,000 Esquel 4,700,000 23 15.0 3,523,000 2,286,000 Total 10,500,000 1.2% 85 10.7 23,721,000 28,624,000 3,619,000 Tonnes Zn (%) Ag (g/t) Au (g/t) Zn (lbs) Ag (oz) Au (oz) El Penon 2,500,000 263 7.9 20,759,000 626,000 Minera Florida 2,900,000 1.4% 30 5.5 39,348,000 2,752,000 504,000 Rossi 300,000 12.9 133,000 Esquel 900,000 21 9.9 575,000 274,000 Total 6,600,000 1.4% 114 7.2 39,348,000 24,086,000 1,537,000 Grade Contained Metal Total - Inferred Resources Grade Contained Metal Total - Proven and Probable Reserves Grade Contained Metal Total - Measured and Indicated Resources |