SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


SCHEDULE TO/A

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 12)


Meridian Gold Inc.

(Name of Subject Company)

Yamana Gold Inc.

(Name of Filing Persons (Offeror))

Common Stock
(Title of Class of Securities)

589975101
(CUSIP Number of Class of Securities)

Jacqueline Jones
Yamana Gold Inc.
150 York Street, Suite 1102
Toronto, Ontario M5H 3S5
Canada
(416) 815-0220

(Name, address and telephone number of person authorized to receive notices
 and communications on behalf of filing persons)

Copies to:

 

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

 

CALCULATION OF FILING FEE

Transaction Valuation (1): $2,891,477,622.40

 

Amount of Filing Fee (2): $88,767.45

 

(1)           Estimated solely for the purpose of calculating the registration fee in accordance with Rule 0-11(d) and Rule 0-11(a)(4) of the Securities Exchange Act of 1934, as amended. The transaction valuation is equal to the product of (i) (a) $28.40, which is the average of high and low sale prices of Meridian common shares as reported on the New York Stock Exchange on July 11, 2007, and (b) 101,811,536, which is the estimated number of outstanding Meridian common shares as of March 31, 2007 (assuming full conversion of all outstanding exercisable options and warrants for Meridian common shares).

(2)                                  The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended.

x                                 Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount previously paid:

 

$67,866.86

Form or Registration No.:

 

Form F-10

Filing Party:

 

Yamana Gold Inc.

Date Filed:

 

July 20, 2007

 

 

 

Amount previously paid:

 

$20,900.59

Form or Registration No.:

 

Schedule TO

Filing Party:

 

Yamana Gold Inc.

Date Filed:

 

July 20, 2007

 

o

 

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x                                 third-party tender offer subject to Rule 14d-1.

o                                   issuer tender offer subject to Rule 13e-4.

o                                   going private transaction subject to Rule 13e-3.

o                                   amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:o

 




This Amendment No. 12 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed July 20, 2007 (as so amended, the “Schedule TO”) filed by Yamana Gold Inc., a corporation incorporated under the laws of Canada (“Yamana”).

The Schedule TO relates 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 (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 is subject to the terms and conditions set forth in the Offer and Circular, dated July 19, 2007 (the “Offer and Circular”) as amended by the Notice of Variation and Extension, dated August 14, 2007, filed as Exhibit (a)(1)(Q) to the Schedule TO.

As permitted by General Instruction F to Schedule TO, the information set forth in the Offer and Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, including all schedules, exhibits and annexes thereto, is hereby expressly incorporated by reference in response to all items of information required to be included in, or covered by, this Schedule TO and is supplemented by the information specifically provided herein.

Capitalized terms used herein and not defined herein have the respective meanings assigned to such terms in the Offer and Circular, as supplemented and amended. Except as specifically provided herein, this amendment does not modify any of the information previously reported on the Schedule TO.

Item 4.     TERMS OF THE TRANSACTION

The last paragraph under the heading “NOTICE TO SHAREHOLDERS IN THE UNITED KINGDOM” on page iii in the Offer and Circular is hereby deleted.

Section 27 of the Offer and Circular, “OFFEREES’ STATUTORY RIGHTS” is hereby deleted in its entirety and replaced with the following:

“In the event that there is a misrepresentation contained in a take-over bid circular or a notice of change or variation that is required to be delivered to securityholders in connection with a take-over bid, subject to certain defences, the securities legislation in the provinces of Ontario, Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland, Nova Scotia and Saskatchewan provides securityholders with, in addition to any other rights they may have at law, rights of rescission against an offeror and/or a right of action for damages against each of: (i) an offeror, (ii) every person who was a director of the offeror at the time the circular or notice was signed, (iii) every person whose consent has been filed, as prescribed, regarding a report, opinion or statement made by such person in connection with the circular or notice; and (iv) each person who signed the certificate in the circular or notice, excluding persons included in (ii) above.  The securities legislation in Quebec provides that a person who has transferred securities in response to a take-over bid effected with a circular or exemption, as proscribed by such legislation, containing a misrepresentation may apply to have the transfer rescinded or the price revised, and such person may also claim damages from the offeror, its officers and its directors, and from those experts whose opinions, containing a misrepresentation, appeared in the circular with such person’s consent.

The foregoing is a summary only of the rights of rescission and rights of action that may be available to a Shareholder and is qualified by the specific provisions of the securities legislation in each of the provinces of Canada.  Shareholders should refer to the applicable provision of the securities legislation in their province and consult their own legal advisors with respect to their rights based on their particular circumstances.”

Section 8 of the Notice of Variation, “Recent Developments” is hereby amended by adding the following as the last paragraph thereof:

“Yamana and Northern Orion have agreed to terminate the loan agreement as of August 30, 2007.”

Item 7.    SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Yamana and Northern Orion have agreed to terminate the loan agreement as of August 30, 2007.

2




 

Item 10.  FINANCIAL STATEMENTS

SCHEDULE “A” TO OFFER AND CIRCULAR – PRO FORMA FINANCIAL STATEMENTS AND NOTES

Schedule “A” is deleted and replaced in its entirety with the following:

3




SCHEDULE “A”

TABLE OF CONTENTS

 

Page

PRO FORMA CONSOLIDATED BALANCE SHEET AS AT JUNE 30, 2007

 

A-2

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2007

 

A-3

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006

 

A-4

NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

 

A-5 – A-24

SCHEDULES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

 

A-25 – A-27

 

A-1




Yamana Gold Inc.

Pro forma consolidated balance sheet

June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars)

 

 

 

 

 

Initial

 

Initial

 

 

 

 

 

Yamana

 

 

 

Yamana

 

Meridian

 

Pro forma

 

Yamana

 

Northern Orion

 

Pro forma

 

consolidated

 

 

 

Gold Inc.

 

Gold Inc.

 

adjustments

 

pro forma

 

Resources Inc.

 

adjustments

 

pro forma

 

 

 

 

 

 

 

(Note 6)

 

 

 

 

 

(Note 6)

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

88,956

 

$

139,500

(a)(viii)

$

400,000

 

$

252,390

 

$

237,207

(d)(i)

$

(20,000

)

$

469,597

 

 

 

 

 

 

(a)(ii)

11,491

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)(viii)

(387,557

)

 

 

 

 

 

 

 

 

Short term investments

 

 

67,500

 

 

67,500

 

1,333

 

 

68,833

 

Restricted cash

 

 

13,800

 

 

13,800

 

 

 

13,800

 

Accounts receivable

 

72,081

 

9,700

 

 

81,781

 

 

 

81,781

 

Advances and deposits

 

29,685

 

 

 

29,685

 

409

 

 

30,094

 

Inventory

 

62,325

 

8,600

 

 

70,925

 

 

 

70,925

 

Income taxes recoverable

 

39

 

500

 

 

539

 

 

 

539

 

Marketable securities

 

 

 

 

 

 

 

 

Derivative related assets

 

14,058

 

 

 

14,058

 

 

 

14,058

 

Other current assets

 

 

14,900

 

 

14,900

 

1,149

 

 

16,049

 

 

 

267,144

 

254,500

 

23,934

 

545,578

 

240,098

 

(20,000

)

765,676

 

Property, plant and equipment

 

370,144

 

 

 

370,144

 

223

 

 

370,367

 

Assets under construction

 

1,060

 

 

 

1,060

 

 

 

1,060

 

Mineral properties

 

1,556,187

 

298,100

(a)(i)

1,956,770

 

3,811,057

 

122,532

(b)(i)

309,654

 

4,263,243

 

 

 

 

 

 

 

 

 

 

 

 

(d)(i)

20,000

 

 

 

Available-for-sale securities

 

29,852

 

 

 

29,852

 

 

 

29,852

 

Share purchase warrants held

 

389

 

 

 

389

 

 

 

389

 

Other assets

 

43,806

 

31,000

 

 

74,806

 

 

 

74,806

 

Future income tax assets

 

83,597

 

 

 

83,597

 

 

 

83,597

 

Goodwill

 

55,000

 

(a)(i)

1,255,616

 

1,310,616

 

(b)(i)

421,955

 

1,732,571

 

Restricted cash

 

 

 

 

 

752

 

 

752

 

Equity investment in Minera Alumbrera Ltd.

 

 

 

 

 

100,478

(b)(i)

240,000

 

340,478

 

 

 

$

2,407,179

 

$

583,600

 

$

3,236,320

 

$

6,227,099

 

$

464,083

 

$

971,609

 

$

7,662,791

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

65,134

 

19,900

(a)(vi)

17,000

 

102,034

 

2,866

(b)(vi)

17,000

 

121,900

 

Income taxes payable

 

9,608

 

 

 

9,608

 

 

 

9,608

 

Derivative related liabilities

 

70,801

 

 

 

70,801

 

 

 

70,801

 

Current portion of long-term debt

 

1,026

 

 

 

1,026

 

 

 

1,026

 

Other current liabilities

 

 

32,200

 

 

32,200

 

 

 

32,200

 

 

 

146,569

 

52,100

 

17,000

 

215,669

 

2,866

 

17,000

 

235,535

 

Long-term liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset retirement obligations

 

22,626

 

 

 

22,626

 

1,201

 

 

23,827

 

Future income tax liabilities

 

389,198

 

23,600

(a)(i)

684,869

 

1,097,667

 

23,603

(b)(i)

181,386

 

1,302,656

 

Long-term liabilities

 

18,479

 

101,000

(a)(viii)

400,000

 

519,479

 

 

 

519,479

 

Royalty and net proceeds interest payable

 

 

 

 

 

14,030

 

 

14,030

 

 

 

576,872

 

176,700

 

1,101,869

 

1,855,441

 

41,700

 

198,386

 

2,095,527

 

Non-controlling interest

 

 

15,300

 

 

15,300

 

 

 

15,300

 

Shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

1,715,654

 

403,500

(a)(v)

2,526,051

 

4,241,705

 

294,244

(b)(iii)

952,688

 

5,194,393

 

 

 

 

 

 

(a)(iv)

(403,500

)

 

 

 

(b)(ii)

(294,244

)

 

 

Warrants

 

72,915

 

 

 

72,915

 

11,329

(b)(iv)

207,515

 

280,430

 

 

 

 

 

 

 

 

 

 

 

 

(b)(ii)

(11,329

)

 

 

Additional paid-in capital including contributed surplus

 

43,117

 

8,200

(a)(iv)

(8,200

)

43,117

 

14,476

(b)(iv)

35,403

 

78,520

 

 

 

 

 

 

 

 

 

 

 

 

(b)(ii)

(14,476

)

 

 

Accumulated other comprehensive income

 

5,844

 

54,300

(a)(iv)

(54,300

)

5,844

 

(2,635

)(b)(ii)

2,635

 

5,844

 

(Deficit) retained earnings

 

(7,223

)

(74,400

)(a)(iv)

74,400

 

(7,223

)

104,969

(b)(ii)

(104,969

)

(7,223

)

 

 

1,830,307

 

391,600

 

2,134,451

 

4,356,358

 

422,383

 

773,223

 

5,551,964

 

 

 

$

2,407,179

 

$

583,600

 

$

3,236,320

 

$

6,227,099

 

$

464,083

 

$

971,609

 

$

7,662,791

 

 

A-2




Yamana Gold Inc.

Pro forma consolidated statement of operations

six month period ended June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars except per share amounts)

 

 

 

 

 

Initial

 

Initial

 

 

 

 

 

Yamana

 

 

 

Yamana

 

Meridian

 

Pro forma

 

Yamana

 

Northern Orion

 

Pro forma

 

consolidated

 

 

 

Gold Inc.

 

Gold Inc.

 

adjustments

 

pro forma

 

Resources Inc.

 

adjustments

 

pro forma

 

 

 

 

 

 

 

(Note 6)

 

 

 

 

 

(Note 6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

328,800

 

$

150,700

 

$

 

$

479,500

 

$

 

$

 

$

479,500

 

Cost of sales

 

(120,955

)

(48,300

)

 

(169,255

)

 

 

(169,255

)

Depreciation, amortization and depletion

 

(24,104

)

(17,100

)(a)(vii)

(48,400

)

(89,604

)

 

 

(89,604

)

Accretion of asset retirement obligation

 

(707

)

 

 

(707

)

 

 

(707

)

Mine operating earnings

 

183,034

 

85,300

 

(48,400

)

219,934

 

 

 

219,934

 

Corporate administration

 

(18,909

)

(9,100

)

 

(28,009

)

(1,445

)

 

(29,454

)

Property maintenance and exploration

 

 

(15,400

)

 

(15,400

)

(1,268

)

 

(16,668

)

Professional and consulting

 

 

 

 

 

(866

)

 

(866

)

Other

 

 

1,500

 

 

1,500

 

 

 

1,500

 

Foreign exchange (loss) gain

 

(6,693

)

 

 

(6,693

)

6,946

 

 

253

 

Loss on impairment of mineral properties

 

(1,821

)

 

 

(1,821

)

 

 

(1,821

)

Non-production costs during business interruption

 

(10,465

)

 

 

(10,465

)

 

 

(10,465

)

Arrangement transaction costs

 

 

 

 

 

(325

)

 

(325

)

Stock-based compensation

 

(561

)

 

 

(561

)

(1,074

)

 

(1,635

)

Operating earnings (loss)

 

144,585

 

62,300

 

(48,400

)

158,485

 

1,968

 

 

160,453

 

Investment and other business income

 

5,016

 

4,900

 

 

9,916

 

5,311

 

 

15,227

 

Equity earnings of Minera Alumbrera Ltd.

 

 

 

 

 

27,208

(b)(vii)

(13,300

)

13,908

 

Interest expense

 

(6,025

)

(a)(viii)

(15,000

)

(21,025

)

 

 

(21,025

)

Gain on sale of assets

 

 

600

 

 

600

 

 

 

600

 

Unrealized loss on derivatives

 

(28,700

)

 

 

(28,700

)

 

 

(28,700

)

Earnings before income taxes expense

 

114,876

 

67,800

 

(63,400

)

119,276

 

34,487

 

(13,300

)

140,463

 

Income tax expense

 

(34,690

)

(24,400

)

21,400

 

(37,690

)

(593

)

4,000

 

(34,283

)

Net earnings

 

$

80,186

 

$

43,400

 

$

(42,000

)

$

81,586

 

$

33,894

 

$

(9,300

)

$

106,180

 

Earnings per share (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.23

 

 

 

 

 

$

0.14

 

 

 

 

 

$

0.16

 

Diluted

 

$

0.22

 

 

 

 

 

$

0.14

 

 

 

 

 

$

0.15

 

 

A-3




Yamana Gold Inc.

Pro forma consolidated statement of operations

year ended December 31, 2006

(Unaudited)

(Expressed in thousands of U.S. dollars except per share amounts)

 

Pro forma

 

 

 

Initial

 

Initial

 

 

 

 

 

Yamana

 

 

 

Yamana

 

Meridian

 

Pro forma

 

Yamana

 

Northern Orion

 

Pro forma

 

consolidated

 

 

 

Gold Inc.

 

Gold Inc.

 

adjustments

 

pro forma

 

Resources Inc.

 

adjustments

 

pro forma

 

 

 

(Schedule 1)

 

 

 

(Note 6)

 

 

 

 

 

(Note 6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

178,692

 

$

240,000

 

$

 

$

418,692

 

$

 

$

 

$

418,692

 

Cost of sales

 

(106,130

)

(76,100

)

 

(182,230

)

 

 

(182,230

)

Depreciation, amortization and depletion

 

(37,320

)

(28,100

)(a)(vii)

(97,000

)

(162,420

)

 

 

(162,420

)

Accretion of asset retirement obligation

 

(636

)

 

 

(636

)

 

 

(636

)

Mine operating earnings

 

34,606

 

135,800

 

(97,000

)

73,406

 

 

 

73,406

 

Corporate administration

 

(28,606

)

(22,700

)

 

(51,306

)

(2,777

)

 

(54,083

)

Take-over bid expenses

 

(4,054

)

 

 

(4,054

)

 

 

(4,054

)

Property maintenance and exploration

 

 

(26,600

)

 

(26,600

)

(1,825

)

 

(28,425

)

Professional and consulting

 

 

 

 

 

(2,087

)

 

(2,087

)

Foreign exchange gain

 

5,216

 

 

 

5,216

 

122

 

 

5,338

 

Loss on impairment of mineral properties

 

(3,675

)

(4,600

)

 

(8,275

)

 

 

(8,275

)

Stock-based compensation

 

(45,042

)

 

 

(45,042

)

(5,165

)

 

(50,207

)

Operating (loss) earnings

 

(41,555

)

81,900

 

(97,000

)

(56,655

)

(11,732

)

 

(68,387

)

Investment and other business income

 

7,423

 

12,300

 

 

19,723

 

7,846

 

 

27,569

 

Equity earnings of Minera Alumbrera Ltd.

 

 

 

 

 

93,167

(b)(vii)

(30,500

)

62,667

 

Interest expense

 

(28,935

)

(a)(viii)

(30,000

)

(58,935

)

 

 

(58,935

)

Unrealized loss on derivatives

 

(35,773

)

 

 

(35,773

)

 

 

(35,773

)

Loss arising from assets sold

 

(2,186

)

 

 

(2,186

)

 

 

(2,186

)

Write-off of other receivables and other business loss

 

(12,299

)

 

 

(12,299

)

(500

)

 

(12,799

)

(Loss) earnings before income taxes

 

(113,325

)

94,200

 

(127,000

)

(146,125

)

88,781

 

(30,500

)

(87,844

)

Income tax recovery (expense)

 

25,941

 

(45,600

)

43,000

 

23,341

 

(2,000

)

9,200

 

30,541

 

Net (loss) earnings

 

$

(87,384

)

$

48,600

 

$

(84,000

)

$

(122,784

)

$

86,781

 

$

(21,300

)

$

(57,303

)

(Loss) earnings per share (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.26

)

 

 

 

 

$

(0.22

)

 

 

 

 

$

(0.09

)

 

A-4




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements

June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

1.             Basis of presentation

The unaudited pro forma consolidated financial statements have been prepared in connection with the proposed acquisitions of Meridian Gold Inc. (“Meridian”) and Northern Orion Resources Inc. (“Northern Orion”) by Yamana Gold Inc. (“Yamana”).  The unaudited pro forma consolidated financial statements have been prepared for illustrative purposes only and give effect to the proposed transactions and recent acquisitions completed by Yamana pursuant to the assumptions described in Note 6 to these pro forma consolidated financial statements.  The unaudited pro forma consolidated balance sheet as at June 30, 2007 gives effect to the proposed transactions by Yamana as if they had occurred as of June 30, 2007.  The unaudited pro forma consolidated statements of operations for the six month period ended June 30, 2007 and for the year ended December 31, 2006 give effect to the proposed transactions and recent acquisitions completed by Yamana as if they were completed on January 1, 2006.

The pro forma consolidated financial statements are not necessarily indicative of the operating results or financial condition that would have been achieved if the proposed transaction had been completed on the dates or for the periods presented, nor do they purport to project the results of operations or financial position of the consolidated entities for any future period or as of any future date.  The pro forma consolidated financial statements do not reflect any special items such as payments pursuant to change of control provisions or integration costs or operating synergies that may be incurred as a result of the acquisitions.

The pro forma adjustments and allocations of the purchase price for Northern Orion and Meridian are based in part on estimates of the fair value of assets acquired and liabilities to be assumed.  The final purchase price allocations will be completed after asset and liability valuations are finalized as of the date of the completion of the acquisitions.  In addition, the allocations of the purchase price for recently completed acquisitions by Yamana are based in part on preliminary estimates of the fair values of the respective assets acquired and liabilities assumed and are open for subsequent adjustment based on valuations to be completed at a later date.  Any final adjustments may change the allocation of purchase price which could affect the fair value assigned to the assets and liabilities in these unaudited pro forma consolidated financial statements.

In preparing the unaudited pro forma consolidated balance sheet and the unaudited pro forma consolidated statements of operations, the following historical information, that was prepared in accordance with Canadian GAAP, was used:

(a)                                  the unaudited consolidated balance sheet of Yamana as at June 30, 2007, and the unaudited consolidated statement of operations for the six month period ended June 30, 2007;

(b)                                 the unaudited consolidated balance sheet of Northern Orion as at June 30, 2007, and the unaudited consolidated statement of operations for the six month period ended June 30, 2007;

(c)                                  the unaudited consolidated balance sheet of Meridian as at June 30, 2007, and the unaudited consolidated statement of operations for the six month period ended June 30, 2007;

(d)                                 the audited consolidated financial statements of Yamana for the year ended December 31, 2006;

(e)                                  the audited consolidated financial statements of Northern Orion for the year ended December 31, 2006;

A-5




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements (Continued)
June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

1.             Basis of presentation (continued)

(f)                                    the audited consolidated financial statements of Meridian for the year ended December 31, 2006;

(g)                                 the unaudited consolidated statement of operations of Desert Sun Mining Corporation (“DSM”) for the period from January 1, 2006 to March 31, 2006; and

(h)                                 the unaudited consolidated statement of operations of Viceroy Exploration Ltd. (“Viceroy”) for the period from January 1, 2006 to September 30, 2006.

The unaudited pro forma consolidated balance sheet and the unaudited pro forma consolidated statements of operations should be read in conjunction with the June 30, 2007 unaudited interim consolidated financial statements and the December 31, 2006 audited consolidated financial statements including the notes thereto, as listed above.

The accounting policies used in preparing the pro forma financial statements are set out in Yamana’s consolidated financial statements for the year ended December 31, 2006.  While management believes that accounting policies of Northern Orion and recently acquired entities are consistent in all material respects, accounting policy differences may be identified upon consummation of the proposed acquisition.  Management has not had the opportunity to assess the impact, if any, of Meridian accounting policy differences with those of Yamana.  Accounting policy differences may be identified upon consummation of the proposed acquisition.

2.             Conversion of historical financial statements to U.S. dollars

The unaudited pro forma consolidated financial statements are presented in U.S. dollars and, accordingly, Viceroy’s unaudited statement of operations for the nine months ended September 30, 2006 and for the period from October 1, 2006 to October 13, 2006, and DSM’s unaudited statement of operations for the three months ended March 31, 2006 were converted from Canadian dollars to U.S. dollars using the average exchange rate for each period.

The exchange rates used for conversion to U.S. dollars from Canadian dollars are as follows:

As at August 9, 2007

 

$

1.0527

 

Average for the nine months ended September 30, 2006

 

1.1327

 

Average for the period from October 1, 2006 to October 13, 2006

 

1.1277

 

Average for the three months ended March 31, 2006

 

1.1546

 

A-6




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements (Continued)
June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

3.             Acquisition of Meridian

On June 27, 2007, Yamana announced a proposal to acquire all the outstanding common shares of Meridian (the “Original Offer”).  Under the Original Offer, the shareholders of Meridian were to receive 2.235 Yamana shares plus $2.94 (Cdn$3.15) in cash.  Based on a volume adjusted share price of $11.39 (Cdn$12.19), determined with reference to the share price of Yamana common shares for the two days prior to, the day of, and the two days subsequent to the date of announcement, the purchase price equates to total consideration of $28.40 (Cdn$30.39) per share.  On August 13, 2007, Yamana announced an amended offer (the “Amended Offer”) to acquire all the outstanding shares of Meridian.  Under the Amended Offer the shareholders of Meridian will receive 2.235 Yamana shares plus $3.80 (Cdn$4.00) in cash.  Based on a volume adjusted share price of $11.08 (Cdn$11.67) determined with reference to the share price of Yamana common shares for the three day period ended August 9, 2007, the purchase price equates to total consideration of $28.56 (Cdn$30.08) per share.  As at June 30, 2007, there were 101,203,037 common shares of Meridian outstanding.

The business combination, if completed, will be accounted for as a purchase transaction with Yamana as the acquirer of Meridian.  Yamana is not making an offer to acquire or substitute any options outstanding to acquire common shares of Meridian (“Meridian options”).  For purposes of these pro forma financial statements it has been assumed that all Meridian options are exercised prior to the closing date and that Yamana will acquire the Meridian shares issued pursuant to the exercise of the Meridian options under the Offer.

The Company has estimated the fair value of Meridian’s assets and liabilities.  As Yamana has not had access to information relative to the respective fair value of Meridian’s mineral property, plant and equipment, the allocation at this time is very preliminary in nature.

The Company expects the accounting for the acquisition to result in a significant amount of goodwill. Goodwill is the excess cost of the acquired company over the sum of the amounts assigned to assets acquired less liabilities assumed. Generally accepted accounting principles in the U.S. require that goodwill not be amortized, but instead allocated to a level within the reporting entity referred to as the reporting unit and tested for impairment, at least annually. There is currently diversity in the mining industry associated with certain aspects of the accounting for business combinations and related goodwill. This diversity includes how companies define Value Beyond Proven and Probable reserves (“VBPP”), what an appropriate reporting unit is and how goodwill is allocated among reporting units. The methods of allocating goodwill have included allocations primarily to a single exploration reporting unit and allocations among individual mine reporting units depending on the relevant circumstances. We understand the industry is also evaluating other methodologies for allocating goodwill. The method of allocating goodwill will likely have an impact on the amount and timing of any future goodwill impairment, if any. Yamana has not completed its determination of the combined company’s reporting units nor its method of allocating goodwill to those reporting units. The ultimate accounting for VBPP and goodwill may not be comparable to other companies within the mining industry.

A-7




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements (Continued)
June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

3.             Acquisition of Meridian (continued)

The allocation of the purchase price is based upon management’s preliminary estimates and certain assumptions with respect to the fair value increment associated with the assets to be acquired and the liabilities to be assumed.  The actual fair values of the assets and liabilities will be determined as of the date of acquisition and may differ materially from the amounts disclosed above in the assumed pro forma purchase price allocation because of changes in fair values of the assets and liabilities to the date of the transaction, and as further analysis (including of identifiable intangible assets, for which no amounts have been estimated and included in the preliminary amounts shown above) is completed.  Consequently, the actual allocation of the purchase price will likely result in different adjustments in the unaudited pro forma consolidated statements of operations.  Following completion of the transaction, the earnings of the combined company will reflect the impact of purchase accounting adjustments, including the effect of changes in the cost bases of both tangible and identifiable intangible assets and liabilities on production costs and depreciation, depletion and amortization expense.

The fair value of the net assets of Meridian to be acquired pursuant to the Amended Offer will ultimately be determined after the closing of the transaction.  The Company will complete a full and detailed valuation of the Meridian assets using an independent party.  Therefore, it is likely that the fair values of assets and liabilities acquired will vary from those shown below and the differences may be material.

The preliminary purchase price allocation is subject to change and is summarized as follows:

Purchase of Meridian shares (226,188,788 Yamana common shares)

 

$

2,506,451

 

Yamana shares issuable on exercise of Meridian options (1,768,741 Yamana common shares)

 

19,600

 

Cash consideration (including cash of $3,007 payable due to exercise of Meridian options)

 

387,557

 

Estimated transaction costs

 

17,000

 

Purchase consideration

 

$

2,930,608

 

 

The purchase price was allocated as follows:

Net working capital acquired (including cash of $102.1 million)

 

 

 

$

213,891

 

Mineral property, plant and equipment

 

 

 

 

 

Producing

 

$

1,635,385

 

 

 

Non-producing

 

619,485

 

2,254,870

 

Other long-term assets

 

 

 

31,000

 

Long-term liabilities

 

 

 

(101,000

)

Future income tax liability

 

 

 

(708,469

)

Non-controlling interest

 

 

 

(15,300

)

Net identifiable assets

 

 

 

1,674,992

 

Excess of purchase price allocated to goodwill

 

 

 

1,255,616

 

 

 

 

 

$

2,930,608

 

A-8




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements (Continued)
June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

3.             Acquisition of Meridian (continued)

For information purposes only, using a reference date of June 27, 2007, the date of the original announcement, Yamana’s share price was $12.15 (Cdn$13.02) per share, which equated to total consideration of $30.09 (Cdn$32.25) per Meridian common share.

4.             Acquisition of Northern Orion

Also on June 27, 2007, Yamana announced that it had entered into a business combination arrangement to acquire all the outstanding common shares of Northern Orion.  Under the proposed transaction, the shareholders of Northern Orion will receive 0.543 of a Yamana common share for each Northern Orion common share outstanding.  As at June 30, 2007, there were 154,087,161 common shares of Northern Orion outstanding.  The volume adjusted share price of Yamana common shares for the period of two days prior to the day of the announcement, the day of the announcement, and the two days after the date of the announcement was $11.39 (Cdn$12.19).

The business combination, if completed, will be accounted for as a purchase transaction, with Yamana as the acquirer of Northern Orion.  Yamana will also exchange all outstanding options and share purchase warrants of Northern Orion for similar securities of Yamana which, for purposes of these pro forma consolidated financial statements, have been assumed to be at an exchange ratio of 0.543 and at a price equivalent to the original price divided by 0.543.  The fair value of the net assets of Northern Orion to be acquired will ultimately be determined at the closing of the transaction.  Therefore, it is likely that the fair values of assets and liabilities acquired will vary from those shown below and the differences may be material.

Yamana has estimated the fair value of Northern Orion’s interest in Minera Alumbrera Ltd. at $340,000 and the fair value of Northern Orion’s non-producing properties at $432,000.  The remainder of the purchase price over the carrying value of the assets acquired and liabilities assumed of $421,955 has been assigned as goodwill.

The Company expects the accounting for the acquisition to result in a significant amount of goodwill. Goodwill is the excess cost of the acquired company over the sum of the amounts assigned to assets acquired less liabilities assumed. Generally accepted accounting principles in the U.S. require that goodwill not be amortized, but instead allocated to a level within the reporting entity referred to as the reporting unit and tested for impairment, at least annually. There is currently diversity in the mining industry associated with certain aspects of the accounting for business combinations and related goodwill. This diversity includes how companies define Value Beyond Proven and Probable reserves (“VBPP”), what an appropriate reporting unit is and how goodwill is allocated among reporting units. The methods of allocating goodwill have included allocations primarily to a single exploration reporting unit and allocations among individual mine reporting units depending on the relevant circumstances. We understand the industry is also evaluating other methodologies for allocating goodwill. The method of allocating goodwill will likely have an impact on the amount and timing of any future goodwill impairment, if any. Yamana has not completed its determination of the combined company’s reporting units nor its method of allocating goodwill to those reporting units. The ultimate accounting for VBPP and goodwill may not be comparable to other companies within the mining industry.

A-9




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements (Continued)
June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

4.             Acquisition of Northern Orion (continued)

The allocation of the purchase price is based upon management’s preliminary estimates and certain assumptions with respect to the fair value increment associated with the assets to be acquired and the liabilities to be assumed. The actual fair values of the assets and liabilities will be determined as of the date of acquisition and may differ materially from the amounts disclosed above in the assumed pro forma purchase price allocation because of changes in fair values of the assets and liabilities to the date of the transaction, and as further analysis (including of identifiable intangible assets, for which no amounts have been estimated and included in the preliminary amounts shown above) is completed. Consequently, the actual allocation of the purchase price may result in different adjustments in the unaudited pro forma condensed combined statements of income. Following completion of the transaction, the earnings of the combined company will reflect the impact of purchase accounting adjustments, including the effect of changes in the cost bases of both tangible and identifiable intangible assets and liabilities on production costs and depreciation, depletion and amortization expense.

The preliminary purchase price allocation is subject to change and is summarized as follows:

Purchase of Northern Orion shares (83,669,328 Yamana common shares)

 

$

952,688

 

Fair value of options and warrants acquired

 

242,918

 

Estimated transaction costs

 

17,000

 

Purchase consideration

 

$

1,212,606

 

 

The purchase price was allocated as follows:

Net working capital acquired (including cash of $237.2 million)

 

$

237,984

 

Property plant and equipment, net

 

223

 

Mineral properties and other assets

 

432,186

 

Equity investment in Minera Alumbrera Ltd.

 

340,478

 

Long-term liabilities

 

(15,231

)

Future income tax liability

 

(204,989

)

Net identifiable assets

 

790,651

 

Excess of purchase price allocated to goodwill

 

421,955

 

 

 

$

1,212,606

 

 

For information purposes only, using a reference date of June 27, 2007, the date of the original announcement, Yamana’s share price was $12.15 (Cdn$13.02) per share which equates to total consideration of $6.60 (Cdn$7.07) per Northern Orion common share.

A-10




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements (Continued)
June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

5.             Recent acquisition of DSM and Viceroy by Yamana

(a)          Acquisition of DSM

On April 5, 2006, Yamana completed the acquisition of DSM which owns the Jacobina gold mine in the Bahia state of Brazil.  Total consideration paid was approximately $632 million comprised of approximately 63.9 million common shares, transaction costs and substitution of issued options and share purchase warrants.  Yamana exchanged all outstanding shares, options and share purchase warrants of DSM for similar securities of Yamana at an exchange ratio of 0.6 of a Yamana common share for 1 DSM common share or equivalent.

Yamana has consolidated the results of operations from the Jacobina mine from the date of acquisition.

The purchase price was calculated as follows:

Common shares issued to acquired 100% of DSM (63,746,381 Yamana common shares)

 

$

534,852

 

Fair value of options and warrants issued

 

92,658

 

Transaction costs

 

3,094

 

Shares issued for employee severance (174,068 common shares)

 

1,361

 

Purchase consideration

 

$

631,965

 

 

The purchase price was allocated as follows:

Net working capital acquired (including cash of $18.1 million)

 

$

26,944

 

Property plant and equipment, net

 

37,792

 

Mineral properties and other assets

 

665,867

 

Other assets

 

3,548

 

Silicosis liability

 

(17,154

)

Long-term liabilities

 

(6,954

)

Future income tax liability

 

(133,078

)

Net identifiable assets

 

576,965

 

Residual purchase price allocated to goodwill

 

55,000

 

 

 

$

631,965

 

 

As a result of this acquisition, the unaudited pro forma consolidated statements of operations for the year ended December 31, 2006 have been adjusted to include operations of DSM for the three month period ended March 31, 2006.

 

A-11




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements (Continued)
June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

5.             Recent acquisition of DSM and Viceroy by Yamana (continued)

(b)          Acquisition of Viceroy

On October 14, 2006, the Company acquired approximately 95% of the outstanding common shares of Viceroy.  The Company offered Viceroy shareholders 0.97 of a Yamana common share for each Viceroy common share.  Subsequently, the Company commenced and completed the compulsory acquisition of the remaining Viceroy common shares not already owned at the same ratio of 0.97 of a Yamana common share for each Viceroy common share.  Yamana exchanged all outstanding shares, options and share purchase warrants of Viceroy for similar securities of Yamana at an exchange ratio of 0.97 of a Yamana common share for 1 Viceroy common share or equivalent.  Total consideration paid was approximately $549.1 million.  Yamana has consolidated the results of operations from October 13, 2006.

The business combination was accounted for as a purchase transaction with Yamana as acquirer of Viceroy.  The preliminary purchase price allocation is subject to change and is summarized as follows:

Purchase of Viceroy shares (52,542,397 Yamana common shares)

 

$

509,842

 

Fair value of options and warrants issued

 

35,230

 

Estimated transaction costs

 

4,075

 

Purchase consideration

 

$

549,147

 

 

The purchase price was allocated as follows:

Net working capital acquired

 

$

53,881

 

Property plant and equipment, net

 

1,666

 

Mineral properties

 

661,094

 

Other assets

 

2,794

 

Future income tax liability

 

(170,288

)

 

 

$

549,147

 

 

A-12




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements (Continued)
June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

6.             Effect of transactions on the consolidated pro forma financial statements

The pro forma consolidated financial statements incorporate the following pro forma assumptions:

(a)          Meridian assumptions

(i)            The assumption that Yamana acquires 100% of the outstanding common shares of Meridian as a result of the Amended Offer.  As per Note 3, this gives rise to an increase to fair value and related future income tax liabilities as follows:

Mineral property, plant and equipment

 

$

1,956,770

 

Goodwill

 

1,255,616

 

Future income tax liabilities

 

(684,869

)

 

 

2,527,517

 

Book value of assets

 

403,091

 

Total purchase consideration

 

$

2,930,608

 

 

(ii)           The assumption that all of the stock options of Meridian that were outstanding are exercised and converted into Meridian common shares for proceeds of $11,491, which are acquired by Yamana pursuant to the Amended Offer;

(iii)          The pro forma consolidated financial statements include information from the financial statements of Meridian as at June 30, 2007 and for the six month period ended June 30, 2007 and the year ended December 31, 2006.  It has been assumed that asset classifications are consistent with those used by Yamana in their presentation and that Meridian’s accounting policies conform to those of Yamana;

(iv)          These pro forma adjustments eliminate the historical equity accounts of Meridian;

(v)           This pro forma adjustment reflects the issuance of 228.0 million shares of Yamana for $2,526,051 in connection with the Amended Offer.  This includes the shares issuable in connection with the assumed exercise of Meridian stock options;

(vi)          This assumption provides for the recording of expenses of the transaction totaling $17 million;

A-13




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements (Continued)
June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

6.             Effect of transactions on the consolidated pro forma financial statements (continued)

(a)          Meridian assumptions (continued)

(vii)         This pro forma adjustment represents the estimated increase to depreciation, depletion and amortization expense (six months to June 30, 2007 - $48,400: Year Ended December 31, 2006 - $97,000) associated with the preliminary fair value adjustment of approximately $1.4 billion allocated to mineral property, plant and equipment. Yamana has not completed an assessment of the fair values of assets and liabilities and the related business integration plans and synergies. The ultimate purchase price allocation will include possible adjustments to the fair values of depreciable tangible assets, proven and probable reserves, reserves related to current development projects, value beyond proven and probable reserves (referred to in this document as VBPP) and intangible assets after a full review has been completed. The concept of VBPP is described in Financial Accounting Standards Board Emerging Issue Task Force Issue No. 04-3 (“EITF 04-3”) and has been interpreted differently by mining companies. Our preliminary adjustment to plant, equipment and development costs, as discussed below, includes VBPP attributable to mineralized material that Yamana believes could be brought into production should market conditions warrant. Mineralized material is a mineralized body that has been delineated by appropriately spaced drilling and/or underground sampling to support reported tonnage and average grade of metals. Such a deposit may not qualify as proven and probable reserves until legal and economic feasibility are concluded based upon a comprehensive evaluation of unit costs, grade, recoveries and other material factors. Our preliminary adjustments to mineral property, plant, equipment and development costs do not include adjustments attributable to inferred mineral resources or exploration potential referred to in the EITF 04-3 Working Group Report No. 1. We intend to allocate a portion of the purchase price to all VBPP, including inferred mineral resources and exploration potential, in accordance with EITF 04-3 after performing a more thorough analysis to determine the fair value of these assets.

The preliminary allocation of $1.4 billion to mineral property, plant, equipment and development costs is primarily based on a fair value assessment of estimated cash flows.  Yamana has not completed an assessment of the fair values of assets and liabilities and the related business integration plans and synergies. The ultimate purchase price allocation will include possible adjustments to fair values of depreciable tangible assets, proven and probable reserves, reserves related to current development projects, mill and leach stockpiles, product inventories, VBPP and intangible assets after a full review has been completed.

For the purpose of preparing the unaudited pro forma consolidated statements of operations, Yamana assumed an average estimated remaining useful life of 16 years for the El Penon Mine and 7 years for the Minera Florida Mine, which was based on an analysis of publicly available information.  A one-year change in the estimated useful life would have an approximate $6 million impact on the pro forma depreciation, depletion and amortization expense on an annual basis. Additionally, for each $100 million that the final fair value of property, plant, equipment and development costs differs from the pro forma fair value, related depreciation, depletion and amortization expense would increase or decrease by approximately $7 million annually, assuming a weighted average 15-year life; and

A-14




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements (Continued)
June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

6.             Effect of transactions on the consolidated pro forma financial statements (continued)

(a)          Meridian assumptions (continued)

(viii)        It has been assumed that Yamana drew down $400 million of a revolving line of credit in order to finance the $387 million cash component of the acquisition of Meridian.  Interest expense has been recorded in the amount of $15 million and $30 million during the six month period ended June 30, 2007 and the year ended December 31, 2006 respectively.  Interest expense has been provided at 7.5%, which approximates the current rate under the facility and amortization of debt issue costs.  A 1/8% change to the effective interest rate would change the interest expense by $500.

(b)          Northern Orion assumptions

(i)            The assumption that Yamana acquires 100% of the outstanding common shares of Northern Orion as a result of the transaction.  As per Note 4 this gives rise to an increase to fair value and related future income tax liabilities as follows:

Mineral properties

 

$

309,654

 

Investment in Minera Alumbrera Ltd. (“Alumbrera”)

 

240,000

 

Goodwill

 

421,955

 

Future income tax liabilities

 

(181,386

)

 

 

790,223

 

Book value of assets

 

422,383

 

Total purchase consideration

 

$

1,212,606

 

 

(ii)           These pro forma adjustments eliminate the historical equity accounts of Northern Orion;

(iii)          This pro forma adjustment reflects the issuance of 83.7 million shares of Yamana for $952,688 in connection with the Offer;

(iv)          The assumption that, as at June 27, 2007, 12,567,500 stock options and 56,571,850 share purchase warrants of Northern Orion were outstanding and were exchanged for 6,824,153 stock options and 30,718,515 share purchase warrants of Yamana with fair values of $35,403 and $207,515, respectively.  We have assumed that all options vest immediately upon completion of the transaction;

(v)           The cash component of the Northern Orion acquisition is approximately $200 (Cdn$0.001 per common share of Northern Orion) and has not been reflected in these pro forma financial statements.

(vi)          This assumption provides for the recording of expenses of the transaction totaling $17 million;

A-15




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements (Continued)
June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

6.             Effect of transactions on the consolidated pro forma financial statements (continued)

(b)          Northern Orion assumptions (continued)

(vii)         This pro forma adjustment represents the estimated increase to amortization expense (Six months to June 30, 2007 - $13,300: Year ended December 31, 2006 - $30,500) associated with the preliminary fair value adjustment of approximately $240 million allocated to Alumbrera, resulting in a reduction to reported equity income. Fair value increases to non producing properties do not give rise to any pro forma earnings adjustment.  Yamana has not completed an assessment of the fair values of assets and liabilities and the related business integration plans and synergies. The ultimate purchase price allocation will include possible adjustments to the fair values of Alumbrera, depreciable tangible assets, proven and probable reserves, reserves related to current development projects, value beyond proven and probable reserves and intangible assets after a full review has been completed. The concept of VBPP is described in Financial Accounting Standards Board Emerging Issue Task Force Issue No. 04-3 (“EITF 04-3”) and has been interpreted differently by mining companies. Our preliminary adjustment to plant, equipment and development costs, as discussed below, includes VBPP attributable to mineralized material that Yamana believes could be brought into production should market conditions warrant. Mineralized material is a mineralized body that has been delineated by appropriately spaced drilling and/or underground sampling to support reported tonnage and average grade of metals. Such a deposit may not qualify as proven and probable reserves until legal and economic feasibility are concluded based upon a comprehensive evaluation of unit costs, grade, recoveries and other material factors. Our preliminary adjustments to property, plant, equipment and development costs do not include adjustments attributable to inferred mineral resources or exploration potential referred to in the EITF 04-3 Working Group Report No. 1. We intend to allocate a portion of the purchase price to all VBPP, including inferred mineral resources and exploration potential, in accordance with EITF 04-3 after performing a more thorough analysis to determine the fair value of these assets.

The preliminary allocation of $240 million to Alumbrera is primarily based on a fair value assessment of estimated cash flows.  Yamana has not completed an assessment of the fair values of assets and liabilities and the related business integration plans and synergies. The ultimate purchase price allocation will include possible adjustments to fair values after a full review has been completed.

For the purpose of preparing the unaudited pro forma condensed combined statements of operations, Yamana assumed an estimated remaining useful life of 10 years for the Alumbrera Mine, which was based on an analysis of publicly available information.  A one-year change in the estimated useful life would have an approximate $20 million impact on the pro forma equity accounted earnings on an annual basis. Additionally, for each $100 million that the final fair value of Alumbrera costs differs from the pro forma fair value, related equity accounted earnings would increase or decrease by approximately $10 million annually, assuming a 10-year life; and

A-16




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements (Continued)
June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

6.             Effect of transactions on the consolidated pro forma financial statements (continued)

(c)           Viceroy and DSM assumptions

(i)            Including operating expenses for Viceroy for the period from October 1 to October 13, 2006;

(ii)           Depreciation, amortization and depletion expense

It is assumed that the addition to mineral properties related to the excess of the purchase price over the assets acquired of DSM would be amortized on a unit-of-production basis over the proven, probable and possible reserves.  In relation to DSM, the additional amortization for year ended December 31, 2006 would be $2,371; and

(iii)          Tax effect

The tax effect of the additional mineral property amortization of DSM above for the year ended December 31, 2006 would be a pro forma recovery of $806.

(d)          Other assumptions

(i)            Transaction costs of Northern Orion, estimated to be in the amount of $20 million, have been given effect in these pro forma financial statements.  Yamana has no knowledge of the costs incurred by Meridian with respect to this transaction; and

(ii)           The pro forma balance sheet reflects adjustments for future income taxes based on temporary differences between assigned values of assets and liabilities acquired and of estimated tax basis (Meridian - $684,869 and Northern Orion - $181,386).  Adjustments to the pro forma statements of operations have an associated tax effect when it is appropriate.  All tax effects have been calculated with reference to the statutory rate in effect during the current periods for which statement of operations is provided.

A-17




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements (Continued)
June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

7.             Yamana shares outstanding and loss per share

The average number of shares used in the computation of pro forma basic and diluted earnings (loss) per share has been determined as follows:

 

June 30,

 

December 31,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Basic

 

 

 

 

 

Weighted average shares outstanding for the period

 

353,611,000

 

276,617,000

 

Issued to acquire Viceroy

 

 

41,742,000

 

Issued to acquire DSM

 

 

16,822,000

 

Weighted average pro forma shares of Yamana

 

353,611,000

 

335,181,000

 

Issued to acquire Meridian

 

227,957,530

 

227,911,395

 

 

 

581,568,530

 

563,092,395

 

Issued to acquire Northern Orion

 

83,669,330

 

83,669,330

 

Pro forma basic weighted average shares of Yamana

 

665,237,860

 

646,761,725

 

 

 

June 30,

 

December 31,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Diluted

 

 

 

 

 

Weighted average pro forma shares of Yamana

 

353,611,000

 

335,181,000

 

Issued to acquire Meridian

 

227,957,530

 

227,911,395

 

Dilutive effect of Yamana options and warrants

 

13,297,000

 

11,967,500

 

 

 

594,865,530

 

575,059,895

 

Issued to acquire Northern Orion

 

83,669,330

 

83,669,330

 

Dilutive effect of Northern Orion options and warrants

 

18,414,423

 

18,414,423

 

Pro forma diluted weighted average shares of Yamana

 

696,949,283

 

677,143,648

 

 

 

 

A-18




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements (Continued)

June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

8.                                     Differences in generally accepted accounting principles between Canada and the United States of America

These pro forma consolidated financial statements have been prepared in accordance with Canadian GAAP.  The pro forma financial statements prepared in accordance with US GAAP as at December 31, 2006 and for the year then ended are summarized as follows:

Pro forma consolidated balance sheet in accordance with US GAAP

 

 

 

 

 

 

 

 

 

Yamana

 

 

 

Yamana

 

Meridian

 

Northern Orion

 

Pro forma

 

consolidated

 

 

 

Gold Inc.

 

Gold Inc.

 

Resources Inc.

 

adjustments

 

pro forma

 

 

 

(As reported)

 

(As reported)

 

(As reported)

 

(Note 6)

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

69,680

 

$

92,800

 

$

178,956

 

$

3,934

 

$

345,370

 

Short term investments

 

 

84,000

 

 

 

84,000

 

Restricted cash

 

 

13,800

 

 

 

13,800

 

Accounts receivable, advances and deposits

 

30,280

 

6,200

 

144

 

 

36,624

 

Inventory

 

51,216

 

7,000

 

 

 

58,216

 

Other current assets

 

2,248

 

16,200

 

1,460

 

 

19,908

 

 

 

153,424

 

220,000

 

180,560

 

3,934

 

557,918

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets under construction

 

224,650

 

 

 

 

224,650

 

Mineral properties and property, plant and equipment

 

1,583,490

 

276,100

 

34,037

 

2,452,661

 

4,346,288

 

Other assets

 

122,641

 

31,900

 

360

 

 

154,901

 

Goodwill

 

55,000

 

 

 

1,727,520

 

1,782,520

 

Equity investment in Minera Alumbrera Ltd.

 

 

 

128,914

 

211,564

 

340,478

 

 

 

$

2,139,205

 

$

528,000

 

$

343,871

 

$

4,395,679

 

$

7,406,755

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

100,461

 

45,500

 

3,106

 

34,000

 

183,067

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term liabilities

 

 

 

 

 

 

 

 

 

 

 

Asset retirement obligations

 

18,720

 

 

1,155

 

 

19,875

 

Future income tax liabilities

 

325,450

 

17,600

 

 

912,406

 

1,255,456

 

Long-term liabilities

 

17,049

 

104,000

 

 

400,000

 

521,049

 

Royalty and net proceeds interest payable

 

 

 

12,826

 

 

12,826

 

 

 

461,680

 

167,100

 

17,087

 

1,346,406

 

1,992,273

 

Non-controlling interest

 

 

15,300

 

 

 

15,300

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

Capital stock

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

1,619,850

 

402,000

 

288,682

 

2,788,057

 

5,098,589

 

Shares to be issued

 

42,492

 

 

 

 

42,492

 

Warrants

 

 

 

11,926

 

195,589

 

207,515

 

Additional paid-in capital including contributed surplus

 

129,215

 

7,000

 

12,434

 

15,969

 

164,618

 

Accumulated other comprehensive income

 

(4,632

)

53,500

 

2,029

 

(55,529

)

(4,632

)

(Deficit) surplus

 

(109,400

)

(116,900

)

11,713

 

105,187

 

(109,400

)

 

 

1,677,525

 

345,600

 

326,784

 

3,049,273

 

5,399,182

 

 

 

$

2,139,205

 

$

528,000

 

$

343,871

 

$

4,395,679

 

$

7,406,755

 

 

A-19




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements (Continued)

June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

8.                                     Differences in generally accepted accounting principles between Canada and the United States of America (continued)

Pro forma results of operations for the year ended December 31, 2006 in accordance with US GAAP

Net loss (Income) as reported under US GAAP as per 2006 consolidated financial statements

 

 

 

Yamana net loss

 

$

(88,072

)

Meridian net income

 

49,200

 

Northern Orion net income

 

73,171

 

DSM net loss for the three months ended March 31, 2006 in accordance with US GAAP

 

(12,993

)

Viceroy net loss from January 1, 2006 to October 13, 2006 in accordance with US GAAP

 

(27,894

)

Interest expense on revolving line of credit (Note 6 (a) vi)

 

(30,000

)

Additional depletion expense on mineral properties, and property, plant and equipment

 

(97,000

)

Additional amortization expense on equity investment in Minera Alumbrera Ltd.

 

(30,500

)

Income tax impact of the above adjustments

 

53,708

 

Pro forma net loss - US GAAP

 

$

(110,380

)

 

 

 

 

Other comprehensive (loss) income

 

 

 

Unrealized loss on available-for-sale securities

 

(3,907

)

Future employee benefits

 

(1,000

)

Foreign currency translation adjustments

 

(100

)

Pro forma comprehensive loss

 

$

(115,387

)

Loss per share - basic

 

(0.17

)

Comprehensive loss per share - basic

 

(0.18

)

 

A-20




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements (Continued)

June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

8.                                     Differences in generally accepted accounting principles between Canada and the United States of America (continued)

The pro forma financial information can be reconciled as follows:

 

As at

 

 

 

December 31,

 

 

 

2006

 

 

 

 

 

Total pro forma assets

 

 

 

Under Canadian GAAP

 

$

7,448,706

 

Exploration costs capitalized for Canadian GAAP

 

(40,630

)

Unrealized loss on investments

 

(4,526

)

Additional depletion charges

 

(7,404

)

Future income taxes

 

10,609

 

Under US GAAP

 

$

7,406,755

 

 

 

 

 

Total pro forma liabilities

 

 

 

Under Canadian GAAP

 

$

1,995,195

 

Future income taxes

 

(2,922

)

Under US GAAP

 

$

1,992,273

 

 

 

 

 

Pro forma non-controlling interest under Canadian and US GAAP

 

$

15,300

 

 

 

 

 

Total pro forma shareholders’ equity

 

 

 

Under Canadian GAAP

 

$

5,438,211

 

Adjustments to mineral property costs

 

(34,503

)

Net unrealized loss on investment

 

(4,526

)

Under US GAAP

 

$

5,399,182

 

 

 

Year ended

 

 

 

December 31,

 

 

 

2006

 

 

 

 

 

Income on a pro forma basis under Canadian GAAP

 

$

(57,303

)

Write-off of deferred mineral property costs

 

(57,212

)

Adjustment for depreciation, amortization and depletion

 

(5,882

)

Pre-operating costs

 

1,478

 

Other

 

(70

)

Tax effect of reconciling items

 

8,609

 

Net loss on a pro forma basis under US GAAP

 

$

(110,380

)

 

If the transaction with Northern Orion is not completed, the pro forma net loss in accordance with US GAAP would be approximately $162,251.

 

A-21




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements (Continued)

June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

8.                                      Differences in generally accepted accounting principles between Canada and the United States of America (continued)

Significant differences between Canadian GAAP pro forma information and US GAAP pro forma information reflect the undernoted.

(i)                                  Mineral properties - exploration costs and depletion

Under Canadian GAAP, resource property acquisition costs and exploration costs may be deferred and amortized to the extent they meet certain criteria.  Capitalized costs under Canadian GAAP are amortized on a unit-of-production basis based on proven, probable and possible reserves.

Under US GAAP, exploration costs must be expensed as incurred unless the resource properties have proven and probable reserves at which time costs incurred to bring the mine into production are capitalized as development costs.  Capitalized costs are then amortized on a unit-of-production basis based on proven and probable reserves.  An additional depletion and exploration expense is required to be recognized under US GAAP.

(ii)                              Pre-operating costs

US GAAP requires pre-operating costs to be expensed as incurred.  Canadian GAAP allows pre-operating costs to be capitalized until commercial production is established.

(iii)                          Investments

Under US GAAP, items such as unrealized gains and losses on investments classified as available for sale are required to be shown separately in the derivation of comprehensive income.  Under US GAAP, investments classified as available for sale are carried at the quoted market values.  Under Canadian GAAP, gains and losses on marketable equity securities are noted in the footnotes and recognized in the statement of operations only when the investment is sold.

(iv)                            Comprehensive loss

In May 1993, the FASB issued SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities (“SFAS No. 115”).  Under SFAS No. 115, management determines the appropriate classification of investments in debt and equity securities at the time of purchase and re-evaluates such designation as of each balance sheet date.  Under SFAS No. 115, equity securities and long-term investments are classified as available-for-sale securities and accordingly, the Company is required to include the net unrealized holding gain or loss on these securities in other comprehensive income.  SFAS No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive income and its components (revenue, expenses, gains and losses) in a full set of general purpose financial statements.

A-22




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements (Continued)

June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

8.                                      Differences in generally accepted accounting principles between Canada and the United States of America (continued)

(v)                                Pension costs

In September 2006, the FASB issued FAS 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, which requires the recognition in the Company’s financial statements the funding status of a benefit plan and that the plan assets and benefit obligations be measured as of the date of the employer’s fiscal year-end statement of financial position.  Under FAS 158 the Company is required to recognize unamortized actuarial gains and losses, prior service cost and remaining transitional amounts not recognized under Canadian GAAP, with the offset to comprehensive income.

Management has not provided a reconciliation to US GAAP for the financial position at June 30, 2007 and the results of operations for the six month period ended June 30, 2007.  The information required to complete the reconciliation is not available.  In the opinion of management, the material variation in accounting principles, practices and methods at June 30, 2007 and for the six month period then ended would be consistent with those disclosed with respect to December 31, 2006.  In addition, Yamana, Northern Orion and Meridian were required to adopt FIN No. 48, Accounting for Uncertainty in Tax Positions, an Interpretation of FASB Statement No. 109, with effect from January 1, 2007.  Management cannot determine if adoption of FIN No. 48 will give rise to a significant or material Canadian-United States GAAP difference due to limited access to information as at the time of preparation of these pro forma financial statements.

9.                                      Supplementary information

(a)                               Book value per share(1)

 

Yamana and Meridian

 

Yamana, Meridian and
Northern Orion

 

 

 

June 30,
2007

 

December 31,
2006

 

June 30,
2007

 

December 31,
2006

 

 

 

 

 

 

 

 

 

 

 

In accordance with

 

 

 

 

 

 

 

 

 

Canadian GAAP

 

$

5.23

 

N/A

 

$

5.73

 

N/A

 

US GAAP

 

N/A

 

$

5.36

 

N/A

 

$

5.51

 

 


(1)          Calculated based on common shares outstanding at the respective dates.  Book value is determined by deducting total liabilities from total tangible assets.

A-23




Yamana Gold Inc.

Notes to the pro forma consolidated financial statements (Continued)

June 30, 2007

(Unaudited)

(Expressed in thousands of U.S. dollars, unless otherwise noted)

9.                                      Supplementary information (continued)

(b)                               Ratio of earnings to fixed charges

 

Yamana and Meridian

 

Yamana, Meridian and
Northern Orion

 

 

 

June 30,
2007

 

December 31,
2006

 

June 30,
2007

 

December 31,
2006

 

 

 

 

 

 

 

 

 

 

 

In accordance with

 

 

 

 

 

 

 

 

 

Canadian GAAP

 

 

 

 

 

 

 

 

 

Ratio

 

8.02

 

 

9.26

 

 

Deficiency

 

 

$

(151,281

)

 

$

(93,000

)

US GAAP

 

 

 

 

 

 

 

 

 

Ratio

 

N/A

 

 

N/A

 

 

Deficiency

 

N/A

 

$

(198,259

)

N/A

 

$

(157,588

)

 

 

A-24




Yamana Gold Inc.

Pro forma consolidated statement of operations of Yamana Gold Inc.

Adjusted for recent acquisitions

year ended December 31, 2006

(Unaudited)

(Expressed in thousands of U.S. dollars)

Schedule 1

 

 

 

 

 

Viceroy

 

 

 

Pro forma

 

 

 

Yamana

 

Desert Sun

 

Exploration

 

Pro forma

 

Yamana

 

 

 

Gold Inc.

 

Mining Corp.

 

Ltd.

 

adjustments

 

Gold Inc.

 

 

 

 

 

(3 months)

 

(9 months)

 

(Note 6 (c))

 

 

 

 

 

 

 

(Schedule 2)

 

(Schedule 3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

169,206

 

$

9,486

 

$

 

$

 

$

178,692

 

Cost of sales

 

(100,004

)

(6,126

)

 

 

(106,130

)

Depreciation, amortization and depletion

 

(33,510

)

(1,403

)

(30

)

(2,377

)

(37,320

)

Accretion of asset retirement obligation

 

(636

)

 

 

 

(636

)

Mine operating earnings (loss)

 

35,056

 

1,957

 

(30

)

(2,377

)

34,606

 

Corporate administration

 

(24,350

)

(1,995

)

(1,693

)

(568

)

(28,606

)

Take-over bid expenses

 

 

 

(1,230

)

(2,824

)

(4,054

)

Foreign exchange gain (loss)

 

343

 

4,884

 

(20

)

9

 

5,216

 

Loss on impairment of mineral properties

 

(3,675

)

 

 

 

(3,675

)

Stock-based compensation

 

(41,099

)

(1,542

)

(2,401

)

 

(45,042

)

Operating (loss) earnings

 

(33,725

)

3,304

 

(5,374

)

(5,760

)

(41,555

)

Investment and other business income

 

5,328

 

245

 

1,638

 

212

 

7,423

 

Interest expense

 

(28,846

)

(89

)

 

 

(28,935

)

Unrealized loss on commodity contracts

 

(35,773

)

 

 

 

(35,773

)

Loss arising from assets sold

 

(2,186

)

 

 

 

(2,186

)

Write-off of other receivables and other business loss

 

 

(12,299

)

 

 

(12,299

)

Loss before income taxes

 

(95,202

)

(8,839

)

(3,736

)

(5,548

)

(113,325

)

Income tax recovery

 

25,039

 

96

 

 

806

 

25,941

 

Net loss

 

$

(70,163

)

$

(8,743

)

$

(3,736

)

$

(4,742

)

$

(87,384

)

 

A-25




Yamana Gold Inc.

Statement of operations of Desert Sun Mining Corp.
three month period ended March 31, 2006
(Expressed in thousands of dollars)

Schedule 2

 

As reported

 

 

 

 

 

Cdn$ 

 

US$ 

 

 

 

 

 

(Note 2)

 

Sales

 

$

10,953

 

$

9,486

 

Cost of sales

 

(7,074

)

(6,126

)

Depreciation, amortization and depletion

 

(1,620

)

(1,403

)

Mine operating earnings

 

2,259

 

1,957

 

Corporate administration

 

(2,304

)

(1,995

)

Foreign exchange gain

 

5,639

 

4,884

 

Stock-based compensation

 

(1,780

)

(1,542

)

Operating earnings

 

3,814

 

3,304

 

Investment and other business income

 

283

 

245

 

Interest expense

 

(103

)

(89

)

Write-off of other receivables and other business loss

 

(14,201

)

(12,299

)

Loss before income taxes

 

(10,207

)

(8,839

)

Income tax recovery

 

111

 

96

 

Net loss

 

$

(10,096

)

$

(8,743

)

                                                                                                                                               

A-26




Yamana Gold Inc.

Statement of operations of Viceroy Exploration Ltd.
nine month period ended September 30, 2006
(Unaudited)
(Expressed in thousands of dollars)

Schedule 3

 

As reported

 

 

 

 

 

Cdn$ 

 

US$ 

 

 

 

 

 

(Note 2)

 

Depreciation, amortization and depletion

 

$

(33

)

$

(30

)

Corporate administration

 

(1,918

)

(1,693

)

Take-over bid expenses

 

(1,394

)

(1,230

)

Foreign exchange loss

 

(23

)

(20

)

Stock-based compensation

 

(2,720

)

(2,401

)

Operating loss

 

(6,088

)

(5,374

)

Investment and other business income

 

1,856

 

1,638

 

Net loss for the period

 

$

(4,232

)

$

(3,736

)

 

A-27




SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

YAMANA GOLD INC.

 

 

 

 

 

By:

/s/ Charles Main

 

 

 

Charles Main

 

 

Vice President, Finance and Chief Financial Officer

 

 

 

 

 

 

Date:  August 30, 2007

 

 

 

 

4