FORM
6-K
UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For
the
month of May 2006
Commission
File Number 001-31880
|
Yamana
Gold Inc.
(Translation
of registrant's name into English)
|
|
150
York Street
Suite
1902
Toronto,
Ontario M5H 3S5
(Address
of principal
executive offices)
|
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
|
Form
20-F
|
....[ ]..... | Form 40-F | ....[X].... |
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ____
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in
paper of a Form 6-K if submitted solely to provide an attached annual
report to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ____
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in
paper of a Form 6-K if submitted to furnish a report or other document that
the registrant foreign private issuer must furnish and make public under the
laws of the jurisdiction in which the registrant is incorporated, domiciled
or
legally organized (the registrant’s “home country”), or under the rules of the
home country exchange on which the registrant’s securities are traded, as long
as the report or other document is not a press release, is not required to
be
and has not been distributed to the registrant’s security holders, and, if
discussing a material event, has already been the subject of a Form 6-K
submission or other Commission filing on EDGAR.
Indicate
by check mark whether by furnishing the information contained in this Form,
the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
|
Yes
|
....[ ].... |
No
|
....[X].... |
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| YAMANA GOLD INC. | ||
| |
|
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| Date: May 30, 2006 | /s/ Charles Main | |
|
Name: Charles Main |
||
| Title: CFO | ||
 |
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NEWS
RELEASE
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Glencairn
to Acquire Operating Mine from Yamana;
Appoints
New President and CEO
Toronto,
Ontario, May 30, 2006 -
Glencairn Gold Corporation (“Glencairn”) (TSX:GGG;
AMEX:GLE)
and
Yamana Gold Inc. (“Yamana”) (TSX:YRI;
AMEX:AUY; LSE (AIM):YAU) are
pleased to announce that Glencairn has agreed to purchase Yamana’s producing La
Libertad gold mine in Nicaragua and its 60% interest in the
Cerro
Quema gold deposit in Panama. Glencairn is also pleased to announce the
appointment of Peter Tagliamonte, P. Eng., as Glencairn’s new President and
Chief Executive Officer.
Purchase
of Assets
Glencairn
is purchasing the two projects from Yamana for a total of 32 million common
shares, 26 million of which relate to the acquisition of La Libertad and
6
million of which relate to the acquisition of the Cerro Quema interest.
Glencairn and Yamana believe that in order to maximize value for Glencairn
shareholders, Glencairn and the properties being acquired need to be properly
capitalized. Hence, the transaction is conditional upon Glencairn completing
an
equity financing for minimum proceeds of C$12.5 million. Yamana has agreed
to
subscribe for C$2.5 million of this financing. After giving effect to the
completion of the transaction (but before giving effect to the financing)
Yamana
would own approximately 37.8 million common shares of Glencairn representing
approximately 18.4% of its shares outstanding. Yamana’s pro forma share position
includes 5.8 million shares of Glencairn currently held by Yamana. Yamana
will
have the right to participate in future Glencairn equity financings to maintain
up to its pro rata interest in Glencairn. Yamana will also have the right
to
appoint a representative to the Glencairn Board of Directors provided that
it
maintains a greater than 10% interest in the company.
“These
acquisitions further solidify our position as one of the largest gold producers
in Central America,” said current President and Chief Executive Officer of
Glencairn, Kerry Knoll. “Further,
the addition of a proven mining executive like Peter Tagliamonte will give
us
the horse power to realize the full potential of these new acquisitions as
well
as at our existing assets. After
closing, Glencairn will have three producing mines and one development project
within a relatively small geographical area, which will bring us obvious
synergies with respect to management, purchasing, etc. The
acquisitions are an important step in achieving Glencairn’s stated
goal
of
becoming an intermediate gold producer.”
1
Peter
Marrone, President and Chief Executive Officer of Yamana, commented on the
transaction saying; “When Yamana acquired RNC Gold, the main target was the San
Andrés mine in Honduras. There is significant untapped potential in the two
assets that we are selling, particularly at La Libertad, but with the recent
acquisition of Desert Sun we believe that Yamana’s focus should be on its larger
assets. Glencairn is well suited to focus on unlocking the potential value
at
both La Libertad and at Cerro Quema. By creating this growth platform, we
believe that Glencairn will deliver significant value to its shareholders,
including Yamana. Further, with our San Andrés mine in Honduras, our Bonanza
exploration properties in Nicaragua and a significant interest in Glencairn,
Yamana will continue to be strategically well positioned in Central America
following this transaction.”
The
transaction is expected to close in late June 2006. Closing is conditional
upon
the execution of definitive agreements, the completion of the equity financing
described above, confirmatory financial, corporate and legal due diligence,
and
the receipt of all requisite regulatory and third party approvals and consents.
The transaction is not conditional on further technical due diligence
review.
Orion
Securities has acted as exclusive advisor to Glencairn on the
transaction.
Glencairn
will hold a conference call Tuesday morning to discuss these new developments,
the details of which appear later in this release.
Appointment
of New President and CEO
In
another major development for Glencairn, Peter Tagliamonte has accepted the
position of President and Chief Executive Officer of Glencairn. Mr. Tagliamonte
was previously Vice President Operations and Chief Operating Officer of Desert
Sun Mining Corp., and was responsible for developing Yamana’s recently acquired
Jacobina mine in Brazil into a 4,200 tonne per day mining operation. Peter
has
more than 20 years of progressive managerial experience in the mining industry.
He is a professional mining engineer who also has an MBA from the Richard
Ivey
School of Business at the University of Western Ontario, and was recognized
for
his work in 2005 by receiving the Mining Journal’s “Mine Manager of the Year”
award.
Mr.
Knoll will continue to serve on Glencairn’s Board of Directors as Chairman.
Glencairn’s current Chairman, Ian McDonald, will remain on the Board of
Directors. Peter Marrone commented on the addition of Peter Tagliamonte to
the
Glencairn team as follows: “As a significant shareholder of Glencairn, we are
very pleased that Peter has joined Glencairn as its President and CEO. Peter
did
a tremendous job bringing the Jacobina mine into production and has the perfect
operating skill set to help surface value in Glencairn and from the assets
Yamana is selling.”
About
La Libertad
La
Libertad mine is a producing mine located approximately 110 kilometres due
east
of Managua, the capital city of Nicaragua. Mining at the Cerro Mojón zone is by
open-pit methods utilizing mid-size earth moving equipment. Previous owners
of
the La Libertad mine constructed eight on-off heap leach pads. Currently,
five
of the cells are in use but the prospect of converting the on-off leach pads
to
permanent pads is now under consideration. In 2005, the mine produced a total
of
34,000 ounces of gold. The mine has previously been undercapitalized and
plagued
by maintenance problems and it is Glencairn’s belief that with proper funding
and management, the mine could achieve a substantially higher production
rate.
2
Mineral
reserves and resources at La Libertad are currently being updated but previous
owners had calculated mineral reserves as at December 31, 2004 to be 3.5
million
tonnes of proven reserves grading 2.22 grams per tonne of gold containing
247,535 ounces and 3.9 million tonnes of probable reserves grading 1.99 grams
per tonne of gold containing 247,581 ounces. The mineral reserve was included
in
a larger measured and indicated resource of 37.3 million tonnes of measured
and
indicated resources grading 1.11 grams of gold per tonne, containing 1,327,391
ounces of gold (14.8 million tonnes of measured resources with a grade of
1.19
grams of gold per tonne and 22.5 million tonnes of indicated mineral resources
with a grade of 1.05 grams of gold per tonne). Glencairn is in the process
of
preparing a technical report in accordance with National Instrument 43-101
including an updated estimate of the mineral reserves and resources for the
property.
Kerry
Knoll commented on the mine’s potential as follows; “Glencairn
already operates one gold mine in Nicaragua, and this experience together
with
our heap leach mine in Costa Rica means we can bring our considerable expertise
to bear on this project. We
have
known La
Libertad for
many
years and recognize that it has been under-funded for some time. With the
infusion of capital initiated by Yamana, we believe that La Libertad, based
on
currently outlined reserves, can sustain production levels in the range of
45,000 to 55,000 ounces of gold per year for at least six or seven years
from
open pit operations. Plus, there is a significant amount of additional
underground and open pit potential. Operational improvements under consideration
include the addition of tertiary crushing, an upgrade to the screening circuit
and converting to permanent leach pads. Currently,
the lack of adequate pad capacity means that the ore is being off-loaded
before
the leach cycle is completed. The permanent pads, combined with a finer crush
size, is expected to optimize recoveries. Further,
we understand that there is a significant amount of spent ore grading in
the
range of 0.8 to 1.2 grams per tonne that can likely be re-processed at
attractive costs thereby improving the economics of the project.”
Mr.
Evandro Cintra, Vice President, Exploration of Yamana and a “qualified person”
within the meaning of National Instrument 43-101 has reviewed and approved
the
contents of this news release.
About
Cerro Quema
The
Cerro
Quema Project is located on the Azuero Peninsula in Los Santos Province of
southwestern Panama, about 45 kilometres southwest of the provincial city
of
Chitré and about 190 kilometres southwest of Panama City. As at December 31,
2004, proven and probable mineable reserves at Cerro Quema totaled 10.5 million
tonnes at an average grade of 1.10 grams per tonne, containing 378,487 ounces
of
gold. A feasibility study on the La Pava pit was completed by the previous
owner
in November 2002. It projected production of approximately 60,000 ounces
per
year over a mine life of four years. The
project is similar in many ways to Glencairn’s nearby Bellavista project in
Costa Rica, and management intends to utilize the expertise gained during
the
recent construction there to build Cerro Quema.
3
Cerro
Quema is owned by Minero Cerro Quema S.A., 60% of which is held by RNC (Panama)
Limited, a wholly-owned subsidiary of Yamana which Glencairn will acquire
in the
transaction. The other 40% is currently held by a third party. Glencairn
intends
to enter into discussions with this third party with respect to developing
Cerro
Quema.
About
Glencairn
Glencairn
is a junior gold producer with two mines in Central America. Its recently
constructed Bellavista Mine in Costa Rica achieved commercial production
in
December 2005, more than doubling Glencairn’s gold output, which is now expected
to be almost 100,000 ounces annually excluding production from the assets
to be
acquired from Yamana. Its Limon Mine in Nicaragua has been in production
since
1941. Glencairn currently has approximately 173 million shares
outstanding.
About
Yamana
Yamana
is
a Canadian gold producer with significant gold production, gold and copper-gold
development stage properties, exploration properties, and land positions
in
Brazil and Central America.
Yamana
expects to produce gold at intermediate company production levels in 2006
in
addition to significant copper production by 2007. Company management plans
to
continue to build on this base through the advancement of its exploration
properties and by targeting other gold consolidation opportunities in Brazil
and
elsewhere in Latin America.
Conference
Call details
A
conference call will be held Tuesday, May 30 at 11:00 a.m. To participate,
dial
416-641-6134 or, toll free in North America, 1-866-862-3927. The conference
call
will be archived and available for replay until June 5, 2006, by dialing
416-695-5275 or, toll free in North America, 1-888-509-0081. Use the passcode
Glencairn or Yamana. To learn more about Glencairn, visit the website at
www.glencairngold.com
and for further information on Yamana visit
www.yamana.com.
4
Cautionary
Statements
This
news release contains “forward-looking statements”, within the meaning of the
United States Private Securities Litigation Reform Act of 1995 and similar
Canadian legislation, concerning the business, operations and financial
performance and condition of each of Yamana and Glencairn. Forward-looking
statements include, but are not limited to, statements with respect to estimated
production, synergies and financial impact of the proposed transaction; the
benefits of the proposed transaction and the development potential of Yamana’s
and Glencairn’s properties; the future price of gold and copper; the estimation
of mineral reserves and resources; the realization of mineral reserve estimates;
the timing and amount of estimated future production; costs of production;
capital expenditures; success of exploration activities; permitting time
lines
and permitting, mining or processing issues; currency exchange rate
fluctuations; government regulation of mining operations; environmental risks;
unanticipated reclamation expenses; title disputes or claims; and limitations
on
insurance coverage. Generally, these forward-looking statements can be
identified by the use of forward-looking terminology such as “plans”, “expects”
or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”,
“forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”,
or variations of such words and phrases or state that certain actions, events
or
results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be
achieved”. Forward-looking statements are based on the opinions and estimates of
management as of the date such statements are made, and they are subject
to
known and unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of Yamana
and
Glencairn to be materially different from those expressed or implied by such
forward-looking statements, including but not limited to risks related to:
unexpected events during construction, expansion and start-up; variations
in ore
grade, tonnes mined, crushed or milled; variations in relative amounts of
refractory, non-refractory and transition ores; delay or failure to receive
board or government approvals; timing and availability of external financing
on
acceptable terms; the operations of Yamana to be acquired by Glencairn not
being
integrated successfully or such integration proving more difficult, time
consuming or costly than expected; not realizing on the anticipated benefits
from the transaction or not realizing on such anticipated benefits within
the
expected time frame; risks related to international operations; actual results
of current exploration activities; actual results of current reclamation
activities; conclusions of economic valuations; changes in project parameters
as
plans continue to be refined; future prices of gold and copper; possible
variations in ore reserves, grade or recovery rates; failure of plant, equipment
or processes to operate as anticipated; accidents, labour disputes and other
risks of the mining industry; delays in the completion of development or
construction activities, as well as those factors discussed in or referred
to in
the current annual Management’s Discussion and Analysis and current Annual
Information Form of each of Yamana and Glencairn filed with the securities
regulatory authorities in Canada and available at www.sedar.com,
and the Form 40-F of each filed with the United States Securities and Exchange
Commission. Although management of each of Yamana and Glencairn has attempted
to
identify important factors that could cause actual results to differ materially
from those contained in forward-looking statements, there may be other factors
that cause results not to be as anticipated, estimated or intended. There
can be
no assurance that such statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements. Neither Yamana nor Glencairn undertakes to update
any forward-looking statements that are incorporated by reference herein,
except
in accordance with applicable securities laws.
Readers
should refer to the annual information form of Yamana for the year ended
December 31, 2005, available at www.sedar.com
for further information on La Libertad Mine and the Cerro Quema Project,
which
information is subject to the qualifications and notes set forth
therein.
For
further information please contact:
|
Yamana
Gold Inc.
Peter
Marrone
President
and Chief Executive Officer
+1
416 815 0220
Leslie
Powers
Director,
Investor and Public Relations
+1
416 815 0220
|
Glencairn
Gold Corporation
Kerry
J. Knoll
President
and Chief Executive Officer
+1
416 860 0919
Olav
Svela, VP, Investor Relations
+1
416 860-0919
|
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