As filed with the Securities and Exchange Commission on August 14, 2007
Registration No. 333-144723
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM F-10
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Yamana Gold Inc.
(Exact name of registrant as specified in its charter)
| Canada (Province or Other Jurisdiction of Incorporation or Organization) |
1040 (Primary Standard Industrial Classification Code) |
Not Applicable (I.R.S. Employer Identification No.) |
150 York Street, Suite 1102, Toronto, Ontario, M5H 3S5, Canada, (416) 815-0220
(Address and telephone number of registrant's principal executive offices)
CT Corporation, 1015 15th Street, NW, Suite 1000, Washington D.C. 20005, (202) 572-3161
(Name, address (including zip code) and telephone number (including
area code)
of agent for service in the United States)
Copies to:
| Jacqueline Jones Yamana Gold Inc. 150 York Street, Suite 1102 Toronto, Ontario M5H 3S5 Canada (416) 815-0220 |
Gil Cornblum Dorsey & Whitney LLP BCE Place 161 Bay Street, Suite 4310 Toronto, Ontario M5J 2S1 Canada (416) 367-7370 |
Mark Bennett Cassels Brock & Blackwell LLP 2100 Scotia Plaza 40 King Street West Toronto, Ontario M5H 3C2 Canada (416) 869-5300 |
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
Province of Ontario, Canada
(Principal jurisdiction regulating this offering)
It is proposed that this filing shall become effective (check appropriate box):
| A. | ý | 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. |
o |
At some future date (check the appropriate box below). |
|
1. |
o |
Pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than seven calendar days after filing). |
|
| 2. | o | Pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than seven calendar days after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (date). | |
3. |
o |
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. |
o |
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 are to be offered on a delayed or continuous basis pursuant to the home jurisdiction's shelf prospectus offering procedures, check the following box. o
CALCULATION OF REGISTRATION FEE
| Title Of Each Class of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee |
|||
|---|---|---|---|---|---|---|
| Common Shares, no par value | 227,548,783 shares | $2,210,646,826 | $67,866.86(3) | |||
PART I
INFORMATION REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
Item 1. Home Jurisdiction Document
This Amendment No. 1 to the registration statement on Form F-10 (this "Registration Statement") is filed by Yamana Gold Inc., a corporation existing under the laws of Canada ("Yamana" or the "Registrant").
This Amendment No. 1 amends and supplements the Registration Statement relating to the offer by Yamana to purchase all of the outstanding common shares of Meridian Gold Inc. ("Meridian") on the basis of 2.235 Yamana common shares plus Cdn$4.00 in cash for each Meridian common share, together with the associated rights under the shareholder rights plan of Meridian, and including the common shares of Meridian that may become outstanding after the date of the offer but before the expiry time of the offer upon the exercise of stock options or other securities of Meridian that are convertible into or exchangeable or exercisable for common shares of Meridian (the "Offer"). The Offer is subject to the terms and conditions set forth in Yamana's Offer and Circular dated July 19, 2007 (the "Offer and Circular"), as amended and supplemented by the terms of the Notice of Variation and Extension dated August 14, 2007 (the "Notice of Variation") (filed herewith).
The information set forth in the Offer and Circular and the Notice of Variation, including all schedules, exhibits and annexes thereto, is hereby expressly incorporated herein by reference in response to all items of information required to be included in, or covered by, a Registration Statement on Form F-10, and is supplemented by the information specifically provided herein.
Item 3. Informational Legends.
See page i of the Offer and Circular and Notice of Variation.
Item 4. Incorporation of Certain Information by Reference.
See "Documents Incorporated by Reference" in Section 12 of the Circular in the Offer and Circular and Section 5 of the Notice of Variation. As required by this Item, the Offer and Circular provides that copies of the documents incorporated therein by reference may be obtained on request without charge from the Vice President, Legal, General Counsel and Assistant Corporate Secretary of Yamana, 150 York Street, Suite 1102, Toronto, Ontario, M5H 3S5, Canada or by telephone at (416) 815-0220.
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 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. 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 conditions set out above.
The by-laws of the Registrant provide that, subject to the limitations contained in 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 of a body corporate of which the Registrant is or was a shareholder or creditor, and his heirs and legal representatives against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he was made a party by reason of being or having been a director or officer of the corporation or such body corporate, if he acted honestly and in good faith with a view to the best interests of the corporation, and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.
The by-laws of the Registrant provide that the Registrant may, subject to the limitations contained in the CBCA, purchase, maintain, or participate in insurance for the benefit of any director, officer, or certain other persons, as such against any liability incurred by him in his capacity as a director or officer of the Registrant or as a director or officer of any body corporate where he 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 of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.
The exhibit list has been updated to include the following exhibits as part of this Amendment No. 1 to the Registrant's Registration Statement on Form F-10:
| Exhibit |
Description |
|
|---|---|---|
| 4.13 | Notice of Variation and Extension, dated August 14, 2007 (filed herewith). | |
| 4.14 | Press Release dated July 31, 2007 regarding the Meridian offer (incorporated by reference to Yamana's filing pursuant to Rule 425, filed on July 31, 2007). | |
| 4.15 | Press Release dated July 31, 2007 regarding the Meridian offer (incorporated by reference to Yamana's filing pursuant to Rule 425, filed on July 31, 2007). | |
| 4.16 | Outbound phone call script regarding the Meridian offer (incorporated by reference to Yamana's filing pursuant to Rule 425, filed on August 6, 2007). | |
| 4.17 | Inbound phone call script regarding the Meridian offer (incorporated by reference to Yamana's filing pursuant to Rule 425, filed on August 6, 2007). | |
| 4.18 | Outbound phone call script regarding the Meridian offer (incorporated by reference to Yamana's filing pursuant to Rule 425, filed on August 6, 2007). | |
| 4.19 | Inbound phone call script regarding the Meridian offer (incorporated by reference to Yamana's filing pursuant to Rule 425, filed on August 6, 2007). | |
| 4.20 | Press release regarding Yamana quarterly performance (incorporated by reference to Yamana's filing pursuant to Rule 425, filed on August 8, 2007). | |
| 4.21 | Conference call transcript concerning Yamana's quarterly performance (incorporated by reference to Yamana's filing pursuant to Rule 425, filed on August 8, 2007). | |
| 4.22 | Comparative unaudited consolidated financial statements of the Registrant and the notes thereto as at June 30, 2007 and for the six months ended June 30, 2007 and 2006 and management's discussion and analysis of financial results for the six months ended June 30, 2007 (incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 6-K furnished to the Commission on August 13, 2007). | |
| 4.23 | Press release concerning the Meridian offer (filed herewith). | |
| 4.24 | Commitment letter for term financing facility (filed herewith). | |
| 4.25 | Comparative unaudited consolidated financial statements of Northern Orion Resources Inc. and the notes thereto as at June 30, 2007 and for the six months ended June 30, 2007 and 2006 (incorporated by reference to the Northern Orion Resources Inc. Current Report on Form 6-K furnished to the Commission on August 14, 2007). | |
| 4.26 | Material change report dated July 19, 2007 relating to the Registrant's announcement of having entered into a definitive business combination agreement with Northern Orion Resources Inc. and the announcement of its formal offer for all of the outstanding shares of Meridian (incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 6-K furnished to the Commission on July 20, 2007). | |
| 5.31 | Consent of Deloitte & Touche LLP (filed herewith). | |
| 5.32 | Consent of Deloitte & Touche LLP (filed herewith). | |
| 5.33 | Consent of PricewaterhouseCoopers LLP (filed herewith). |
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 Form F-10 or to transactions in said securities.
Item 2. Consent to Service of Process
Concurrently with the filing of the initial Registration Statement on Form F-10, the Registrant filed with the Commission a written Irrevocable Consent and Power of Attorney on Form F-X.
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing Amendment 1 on Form F-10 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Toronto, Ontario, country of Canada, on August 14, 2007.
| YAMANA GOLD INC. | |||
By: |
/s/ PETER MARRONE Peter Marrone Chairman and Chief Executive Officer |
||
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 |
Chairman and Chief Executive Officer (principal executive officer) |
August 14, 2007 |
||
/s/ CHARLES MAIN Charles Main |
Vice-President, Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
August 14, 2007 |
||
* Victor H. Bradley |
Director |
August 14, 2007 |
||
* Patrick J. Mars |
Director |
August 14, 2007 |
||
* Juvenal Mesquita Filho |
Director |
August 14, 2007 |
||
* C. Nigel Lees |
Director |
August 14, 2007 |
||
* Dino Titaro |
Director |
August 14, 2007 |
||
* Antenor F. Silva, Jr. |
Director |
August 14, 2007 |
||
* John Begeman |
Director |
August 14, 2007 |
||
* by /s/ PETER MARRONE Peter Marrone attorney in fact |
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 August 14, 2007.
By: |
/s/ JOHN A. BEGEMAN |
||
John A. Begeman Director |
EXHIBIT INDEX
| Exhibit |
Description |
|
|---|---|---|
| 1.1 | Take Over Bid Circular, including the Offer to Purchase, dated July 19, 2007* | |
| 1.2 | Letter of Transmittal* | |
| 1.3 | Notice of Guaranteed Delivery* | |
| 4.1 | Management Information Circular of the Registrant dated March 20, 2007 prepared in connection with the annual meeting of shareholders of the Registrant held on May 2, 2007* | |
| 4.2 | Comparative audited consolidated financial statements of the Registrant and the notes thereto as at December 31, 2006 and 2005 and for each of the years ended December 31, 2006 and 2005 and the ten months ended December 31, 2004, together with the report of the auditors thereon* and management's discussion and analysis of financial results for the year ended December 31, 2006* | |
| 4.3 | Comparative unaudited consolidated financial statements of the Registrant and the notes thereto as at March 31, 2007 and for the three months ended March 31, 2007 and 2006 and management's discussion and analysis of financial results for the three months ended March 31, 2007* | |
| 4.4 | Material change report dated May 10, 2007 relating to the appointment of Mr. John Begeman to the board of directors in place of Mr. Bruce Humphrey, and the appointment of officers of the Registrant* | |
| 4.5 | Material change report dated July 5, 2007 relating to the Registrant's intention to make the Offer* | |
| 4.6 | Business acquisition report of the Registrant dated as of December 22, 2006 prepared in connection with the acquisition of Viceroy Exploration Ltd.* | |
| 4.7 | Annual Information Form of Northern Orion Resources Inc. for the year ended December 31, 2006 dated March 30, 2007* | |
| 4.8 | Comparative audited consolidated financial statements of Northern Orion Resources Inc. and the notes thereto as at December 31, 2006 and 2005 and for each of the years ended December 31, 2006, 2005 and 2004, together with the report of the auditors thereon* | |
| 4.9 | Comparative unaudited consolidated financial statements of Northern Orion Resources Inc. and the notes thereto as at March 31, 2007 and for the three months ended March 31, 2007 and 2006* | |
| 4.10 | Loan Agreement, dated July 19, 2007 by and between Yamana Gold Inc. and Northern Orion Resources, Inc.* | |
| 4.11 | Revolving Credit Facility* | |
| 4.12 | Press Release, dated July 16, 2007* | |
| 4.13 | Notice of Variation and Extension, dated August 14, 2007 (filed herewith). | |
| 4.14 | Press Release dated July 31, 2007 regarding the Meridian offer (incorporated by reference to Yamana's filing pursuant to Rule 425, filed on July 31, 2007). | |
| 4.15 | Press Release dated July 31, 2007 regarding the Meridian offer (incorporated by reference to Yamana's filing pursuant to Rule 425, filed on July 31, 2007). | |
| 4.16 | Outbound phone call script regarding the Meridian offer (incorporated by reference to Yamana's filing pursuant to Rule 425, filed on August 6, 2007). | |
| 4.17 | Inbound phone call script regarding the Meridian offer (incorporated by reference to Yamana's filing pursuant to Rule 425, filed on August 6, 2007). |
| 4.18 | Outbound phone call script regarding the Meridian offer (incorporated by reference to Yamana's filing pursuant to Rule 425, filed on August 6, 2007). | |
| 4.19 | Inbound phone call script regarding the Meridian offer (incorporated by reference to Yamana's filing pursuant to Rule 425, filed on August 6, 2007). | |
| 4.20 | Press release regarding Yamana quarterly performance (incorporated by reference to Yamana's filing pursuant to Rule 425, filed on August 8, 2007). | |
| 4.21 | Conference call transcript concerning Yamana's quarterly performance (incorporated by reference to Yamana's filing pursuant to Rule 425, filed on August 8, 2007). | |
| 4.22 | Comparative unaudited consolidated financial statements of the Registrant and the notes thereto as at June 30, 2007 and for the six months ended June 30, 2007 and 2006 and management's discussion and analysis of financial results for the six months ended June 30, 2007 (incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 6-K furnished to the Commission on August 13, 2007). | |
| 4.23 | Commitment letter for term financing facility (filed herewith). | |
| 4.24 | Press release concerning the Meridian offer (filed herewith). | |
| 4.25 | Comparative unaudited consolidated financial statements of Northern Orion Resources Inc. and the notes thereto as at June 30, 2007 and for the six months ended June 30, 2007 and 2006 (incorporated by reference to the Northern Orion Resources Inc. Current Report on Form 6-K furnished to the Commission on August 14, 2007). | |
| 4.26 | Material change report dated July 19, 2007 relating to the Registrant's announcement of having entered into a definitive business combination agreement with Northern Orion Resources Inc. and the announcement of its formal offer for all of the outstanding shares of Meridian (incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 6-K furnished to the Commission on July 20, 2007). | |
| 5.1 | Consent of Cassels Brock & Blackwell LLP* | |
| 5.2 | Consent of Dorsey & Whitney LLP* | |
| 5.3 | Consent of Deloitte & Touche LLP* | |
| 5.4 | Consent of Deloitte & Touche LLP* | |
| 5.5 | Consent of PricewaterhouseCoopers LLP* | |
| 5.6 | Consent of John Wells* | |
| 5.7 | Consent of Michael G. Hester* | |
| 5.8 | Consent of Mario E. Rossi* | |
| 5.9 | Consent of Michael W. Cassiday* | |
| 5.10 | Consent of Reno Pressaco* | |
| 5.11 | Consent of Terrence Hennessey* | |
| 5.12 | Consent of Rodrigo Mello* | |
| 5.13 | Consent of Renato Petter* | |
| 5.14 | Consent of Ronald G. Simpson* | |
| 5.15 | Consent of John R. Sullivan* | |
| 5.16 | Consent of G. Ross MacFarlane* | |
| 5.17 | Consent of Velasquez Spring* | |
| 5.18 | Consent of Dr. Lawrence B. Cochrane* | |
| 5.19 | Consent of Karl M. Kolin* | |
| 5.20 | Consent of Pierre LaCombe* | |
| 5.21 | Consent of Ivan Machado* | |
| 5.22 | Consent of Carlos Guzman* | |
| 5.23 | Consent of Luis Rivera* | |
| 5.24 | Consent of Melvin L. Klohnv |
| 5.25 | Consent of Evandro Cintra* | |
| 5.26 | Consent of Gerrit Vos* | |
| 5.27 | Consent of Harry Burgess* | |
| 5.28 | Consent of Gary Giroux* | |
| 5.29 | Consent of Callum Grant* | |
| 5.30 | Consent of Paul Hosford* | |
| 5.31 | Consent of Deloitte & Touche LLP (filed herewith). | |
| 5.32 | Consent of Deloitte & Touche LLP (filed herewith). | |
| 5.33 | Consent of PricewaterhouseCoopers LLP (filed herewith). | |
| 6.1 | Powers of Attorney* |