Yamana Gold Inc. (TSX:YRI) entered into a definitive agreement to acquire remaining 98.02% stake in Monarch Gold Corporation (TSX:MQR) for approximately CAD 150 million on November 1, 2020. Under the terms of the deal, Monarch shareholders will receive CAD 0.63 per Monarch share comprised of 0.0376 of a Yamana share, CAD 0.192 in cash and 0.2 of a share of SpinCo. Monarch Gold will pay a fee of CAD 8 million to Yamana Gold in case Monarch Gold terminates the agreement.

The transaction is subject to the approval of at least 66.67% of the votes cast by Monarch shareholders at a special meeting of shareholders, regulatory, court, and stock exchange approvals, and approval for the listing of consideration shares and certain other closing conditions customary. Monarch's Board of Directors recommends that Monarch shareholders vote in favor of the transaction. All of the directors and officers of Monarch have entered into support agreements with Yamana pursuant to which they have agreed, among other things, to vote their Monarch shares in favor of the transaction. Certain larger shareholders of Monarch have also entered into support agreements and together with shares already owned or held by Yamana, approximately 28% of Monarch's issued and outstanding shares would be voted in support of the transaction. The special meeting of Monarch shareholders to approve the transaction will held on December 30, 2020. The transaction has been approved by the Boards of Directors of Yamana and unanimously approved by Monarch. As of December 1, 2020, Superior Court of Québec issued the interim order to approve the transaction. As of December 30, 2020, Monarch shareholders and option holders have approved the transaction. The arrangement was approved by 99.92% of the votes cast by the securityholders, voting together as a single class, at the annual and special meeting of securityholders. As of January 20, 2021, the Superior Court of Québec has issued a final order approving the transaction. The Companies are working towards closing the transaction during 2020 and not later than January 2021. As of January 20, 2021, Monarch will shortly close the transaction with Yamana and the common shares of new Monarch Mining Corporation will begin trading on the Toronto Stock Exchange under the symbol GBAR in the coming days.

Andrea FitzGerald and Jamie Litchen of Cassels Brock & Blackwell LLP acted as legal advisors and Canaccord Genuity Corp. acted as financial advisor for Yamana. Richard Provencher of Stein Monast L.L.P. acted as legal advisor to Monarch. Stifel Nicolaus Canada Inc. acted as financial advisor and fairness opinion provider to Monarch. The transaction is accretive to Yamana.

Yamana Gold Inc. (TSX:YRI) completed the acquisition of remaining 98.02% stake in Monarch Gold Corporation (TSX:MQR) on January 21, 2021. Yamana said it issued 11.61 million shares and CAD 59.3 million in cash to Monarch shareholders as well as shares in the spinout company.