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Filed by Yamana Gold Inc.
This communication is filed pursuant to Rule 425 under the Securities Act of
1933, as amended.
Subject Company: Viceroy Exploration Ltd.
Commission File Number: 001-32896
Date: August 21, 2006
YAMANA GOLD INC.
ACQUISITION OF VICEROY EXPLORATION LTD
CONFERENCE CALL
AUGUST 17, 2006 at 10:00 A.M. EST
OPERATOR: Good morning ladies and gentleman. Thank you for standing by. I
would like to welcome everyone to the conference call regarding Yamana's
announced acquisition of Viceroy Exploration Ltd.
This conference call will contain "forward-looking statements", within the
meaning of the United States Private Securities Litigation Reform Act of 1995
and similar Canadian legislation, concerning the business, operation and
financial condition of Yamana and involves a number of risks and uncertainties.
Forward-looking statements include but are not limited to statements with
respect to: estimated production, synergies and financial impact of completed
proposed acquisition, benefits of the acquisition and the development potential
of Yamana's properties, the future price of gold and copper, the estimation of
mineral reserves and resources, the realization of mineral reserve estimates,
the timing and amount of estimated future production, costs of production,
capital expenditures, the successful integration of acquired assets, success of
exploration activities, permitting time lines and permitting currency exchange
rate fluctuations, requirements for additional capital, government regulation of
mining operations, environmental risks, unanticipated reclamation expenses,
title disputes or claims, limitations on insurance coverage and timing and
possible outcome of pending litigation. Often, but not always forward-looking
statements can be identified by the words used such as "plans", "expects" or
"does not expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or "believes".
Forward-looking statements are based on the opinions and estimates of management
as of the date such statements are made, and they are subject to known and
unknown risks, uncertainties and other factors which may cause the actual
results,
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level of activity, performance or achievements of Yamana to be materially
different from any of the future results, performance or achievements expressed
or implied by the forward-looking statements. Risk factors are discussed and
referred to in our annual Management's Discussion and Analysis of Operation and
Financial Condition in the current Annual Information Form of each of Yamana and
Viceroy's filed with the securities regulatory authorities in Canada and Yamana
and Viceroy's annual reports on Form 40-F filed with the United States
Securities and Exchange Commission. Although the company has attempted to
identify important factors that could cause actual actions, events or results to
differ materially from those described in forward-looking statements. There may
be other factors that cause actions, events, or results not to be anticipated,
estimated, or intended. There can be no assurance that forward-looking
statements will prove to be accurate as actual results and future events could
differ materially from those anticipated in such statements. Yamana undertakes
no obligation to update forward-looking statements if circumstances or
management's estimates or opinions should change. Accordingly, participants are
cautioned not to place undue reliance on forward-looking statements.
At this time all participants are in a listen-only mode. Following the
presentation, we will conduct the question and answer session and instructions
will be provided at that time for you to queue up for questions. If anyone has
any difficulty hearing the conference, please press star zero for operator
assistance at any time. I would like to remind everyone that this conference
call is being recorded and will be available for replay from Thursday, August
17, 2006 at 12 p.m. Eastern Time until Thursday, August 24, 2006 at 11:59 p.m.
Eastern Time.
Conducting the conference call will be Peter Marrone, President and CEO of
Yamana as well as Patrick Downey, President and CEO of Viceroy and Greg
McKnight, VP of Business Development of Yamana.
I would now like to turn the call over to Peter Marrone who will commence
the conference call. Please go ahead, sir.
PETER MARRONE (PRESIDENT AND CHIEF EXECUTIVE OFFICER OF YAMANA): Gentleman
and ladies, thank you for making the time available this morning and for - we
will try
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to be a bit briefer than the usual things that are required at the start of
these conferences and hopefully we will entertain some questions at the end. As
the announcer mentioned with us this morning is Patrick Downey who is the
President and CEO of Viceroy and Greg McKnight who is our Vice President,
Business Development. We had said on numerous occasions that one of our
corporate objectives is to achieve a sustainable level of production of over 1
million ounces of gold per year from 2008. We indicated that we would achieve
this objective, our plan was to achieve this objective by organic internal
growth and through acquisitions and we undertook the shareholders and to others
to do that on a fast pace. And we are pleased to have significantly advanced and
are now in a position to frankly surpass that goal.
We are pleased to announce the business combination with Viceroy
Exploration. Viceroy represents a unique opportunity for us to compliment our
already dominant mining platform in Brazil. We have today five producing mines
with one at an advanced stage of construction due for completion next month and
three at development stage. We have predominant positions in three major gold
districts in Brazil along with a significant exploration portfolio in Central
America. Simply, but we will be the dominant land -- we are the dominant
landholder in Brazil in terms of mineral concessions. Our production profile
already makes us one of the larger intermediate gold companies at cash cost that
are well below industry levels. What does this transaction do? It adds a world
class development project and district. We estimated an initial resource of
approximately 2.5 million ounces and growing and believe that a feasibility
study will support 2 million ounces of mineable reserves. It deepens our
presence in Latin America and those of you who have heard us speak before are
aware that our focus in terms acquisitions and continuing growth is Latin
America. It increases our annualized production to that 1 million ounces of gold
per year by 2008 and that does not include on a go-forward basis, the
development stage projects that we have already in the company.
With an estimated average production profile from Gualcamayo which is
Viceroy's project in Argentina of 160,000 ounces annually beginning in mid-2008
and with 200,000 ounces of production projected for the first full year and in a
mine life that we believe of at least 12 years. It also leverages both
companies' operating experience, it provides operational and construction
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experience from Yamana. With the construction of Sao Francisco and Chapada,
clearly we have demonstrated that construction expertise. It adds exploration
and operational depth from Viceroy particularly in Argentina and with the
remarkable success that they have had in building Gualcamayo to the point that
it is in terms of its known resources and anticipated resources. It further
strengthens the amount of position amongst the top gear, intermediate gold
producing companies on a global scale.
We are offering Viceroy's a shareholders a premium of more than 26% and the
opportunity to participate in the combined company with a robust production
platform and what I would consider to be unparalleled growth profile. And with
that ladies and gentleman, I would like to turn it to Patrick Downey for his
thoughts.
PATRICK DOWNEY (PRESIDENT AND CEO OF VICEROY): Thank you Peter. And good
morning ladies and gentleman. We really believe that this combination is an
excellent opportunity for Viceroy's shareholders. We are receiving attractive
premium to the current share price but we are also sharing are the benefits of
the combined company and it's growth profile and something that I really believe
is undervalued at this point in time benefits which we believe delivered to our
shareholders a subsequent value bump.
As Peter mentioned the combined company with annual production approaching
400,000 ounces of gold this year increasing to 700,000 ounces next year and
based on the current mines and Yamana's Chapada mine which will be completed
this year and I have visited and initial expansion for Jacobina, which as you
know is already underway increasing to an annual rate of 1 million ounces for
2008.
We were really impressed by Yamana, by its assets and also more importantly
by its people. We completed extensive due diligence, developed the confidence of
very well run company with a very strong and solid vision. We were really
impressed with how the fact that they had taken two mines and built them
themselves with a [technical difficulty] management on time and on budget and
these are attributable to come right in to our philosophy and our building
process.
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This combination creates a company that will be one of the larger
intermediate producers with a cash cost that is one of the lowest in the
industry. When we came to the conclusion that there was significant value
proposition in Yamana's stock and combined with our stock we'll see further
increase in this combination. Special committee of our board and our Board of
Directors approved the transaction and together with our Advisor we concluded
that Yamana will provide significant and maximum value for our shareholders and
we strongly support this deal and recommend it to our shareholders and we are
extremely excited about the proposition going forward.
PETER MARRONE: Patrick thanks very much for that. And as the announcer also
mentioned with Patrick and myself this morning is Greg McKnight who is our Vice
President, Business Development and perhaps if I can turn to Greg to provide
some detail on the deal terms and the process as we go forward.
GREG MCKNIGHT (VP OF BUSINESS DEVELOPMENT OF YAMANA): Thanks Peter and good
morning. As indicated in our release, Yamana and Viceroy are completing the
transaction by way of a take-over bid by Yamana. Viceroy shareholders will
receive 0.97 shares of Yamana for each Viceroy share held, and that represents a
premium in the range of 25.5% to 27% on the Viceroy shares depending on whether
one considers recent closing prices or long-term weighted averages.
The bid will be open for 35 days from the point of mailing of a take-over
bid circular to Viceroy's shareholders which is targeted by month end and the
bid is conditional on two-third's take up. Termination fee is apretty standard
3.25% of Viceroy's fully diluted market capitalization at approximately $20.1
million that would be payable to Yamana in certain circumstances if the
combination does not occur.
As Patrick mentioned, the Board of Directors of Viceroy have unanimously
supported the transaction and we will be recommending that Viceroy's
shareholders tender to the bid.
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PETER MARRONE: Thanks for that Greg. And let me also note that our combined
resources will increase significantly and this transaction is accretive on our
resource per share basis. Let me also mention that we will be the dominant gold
producer in Brazil as you have heard me say before and now, we will be a
significant gold producer in Argentina as well and one of the largest gold
producers in Latin America. As for the people that are involved, we found here a
unique opportunity, we hear comments about: Is a company's plate full? Can they
take on more? Do they have capacity? We hear the difficulty about finding people
in the marketplace. We've consistently said that we have got a great platform in
Brazil and we have been successful at being able to put people on the seat, so
to speak. But we found a unique opportunity here as well. We will be
supplementing the management of this company with Patrick Downey and the team in
Argentina will remain intact, a second leg to the stool.
In addition, we found as Viceroy conducted extensive due diligence on us
and we conducted extensive due diligence on Viceroy. We evaluated each others'
people, along with the assets and we found that there were good fits of people
as well. The Viceroy personnel, the operations personnel in particular of, are
of high quality, they will be excellent additions to our team and we proposed to
make them offers to stay. It is not part of the deal nor a condition of the
deal, but we think that it is prudent and from a business point of view it is
the right thing for Yamana to do. Again as I said, that second leg to the stool
in a prospective part of the world, in a part of Latin America that we
understand and know well.
This is a unique opportunity for both companies. As I've mentioned, we have
conducted extensive due diligence, they on us and we on them, on the people and
on the assets and we have come to the conclusion that this is an exceptional fit
between two companies on assets, parts of the world, on people, exploration
expertise by comparison to construction and operations expertise and the value
proposition that I have mentioned.
In addition to all of that we know and many of you know as shareholders of
Yamana know that we have an unparalleled growth profile in this company and we
felt that that is further supplemented with Viceroy. When we looked at Viceroy
we came to the conclusion that they had
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an equally unparalleled growth profile that is not just Gualcamayo but it's the
regional potential that exists in the assets that they have and it represents a
good compliment to what we have.
So we are in a situation where the combination creates a circumstance where
one plus up for one does truly equal four. We are positioning ourselves for
further Brazilian and Latin American events with this exceptional Brazilian and
now also Argentinean operations teams. And with that if there any questions or
comments I will be more than happy to entertain them.
Ladies and gentleman, are there any questions?
OPERATOR: Ladies and gentleman, we will now conduct the question and answer
session. If you have a question, please press the star followed by the one on
your touchtone phone. You will hear a tone acknowledging your request. Your
questions will be polled in the order they are received. Please ensure you lift
the handset if you are using a speakerphone before pressing any keys. One moment
please, for your first question.
Your first question comes from Tony Lesiak with UBS. Please go ahead.
TONY LESIAK: Good morning. Peter, does your view to achieving 2 million
ounces of mineable reserve at Gualcamayo include the prospects from the recent
drill success?
PETER MARRONE: Yes. Frankly Tony, we are being - my view is that we are
understating. Clearly there are limitations and we can't say from a regulatory
compliance point of view, but I am confident saying to you that the drill
success that we referred to in the press release gives us an increasing
confidence in that 2 million ounces of mineable reserves but frankly it
evidences more than that. It evidences an underground potential, it evidences
that the resource base on the proven and probable reserves may be larger than
what we are assuming and it evidences that there is a feeder system that is not
yet recognized.
TONY LESIAK: Okay. Is there any view to changing the processing method
given the scale increase, grade increase and some of the topographic challenges?
PATRICK DOWNEY: I can answer that, its Patrick Downey here. Not at this
point - really this is a submicron gold system we have not hit the water table
yet, it's oxidized. There are
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certain areas that run the hedge and the increase of that was a little bit of
more clay -- where we don't get the oxidation, but we have not hit the water
table. It leaches exceptionally well. We have looked at a CIL-type circuit but
really at this point I think that the ore body lent itself extremely well to
heapleaching process you know I can tell you that you saw on the last press
release or a number ago that we saw breakout on the heap, the leaching after six
days and we were around about 78% after 21 days, after 35 days we were
flattening out. So it leaches extremely fast because it's highly oxidized and
it's fine grain gold.
TONY LESIAK: Okay. The 160,000 ounce per annum production rate that you are
talking about now what throughput capacity is that based of?
PATRICK DOWNEY: At some 16,000 tonnes a day.
TONY LESIAK: Okay.
PATRICK DOWNEY: And the first year is a higher than that simply because
there would be what we believe where in an area called Ptz. Blanco with higher
grade, low strip, leaches extremely fast, slightly more weathered than the other
part of the ore body and a higher grade at the front end.
TONY LESIAK: Pat, can you maybe comment quickly on capital costs? The
scoping study was done early in 2005 and now with the increased scale, it would
be useful to have some sort of benchmark?
PATRICK DOWNEY: Yeah. I think that it's going to be below 100, what it's
going to end up by the--you know, we are still working on that to be honest with
you Tony, but we build our roads, we got our water system in place and certainly
you need things about this project that I think the guys from Yamana when they
came and saw it understood pretty quickly in terms of location of the leach pad
areas and etc. but my guess is it will be somewhere under that. We are finding
that right now things like construction cost that we had in the feasibility
numbers to date such as cutting costs etc. are all significantly lower than
what's been carried in the current numbers towards the feasibility study.
PETER MARRONE: We support the view that it is less than a 100 Tony and
frankly in the course of due diligence we had actually made some suggestions
that might have brought the
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capital costs down and in addition, I think you are aware that Brazil is a very
low capital cost country and short in equipment and supplies and other things
from Brazil may actually help in terms of the capital costs but appreciating the
scope of this size and scale and I think it is world class with the CapEx that
is below $100 million is very good and again I think it is unique. I also want
to caution; however, that we have not completed a feasibility study and we do
expect to complete the feasibility study within the time frame that Viceroy had
indicated and my expectation continues to be and our entire operations team that
continues to believe that it will be less than $100 million.
TONY LESIAK: And just finally can you comment Patrick may be on some of the
other assets in Viceroy and then maybe from Greg whether any value was
attributed to those assets?
PATRICK DOWNEY: Okay, well the other assets are up in the High Andes it's
at Las Flechas is a joint venture with Tenke which is now under CVRD they have a
commitment to spend $4.5 million to earn 75% and that is a copper-gold system.
Seasonal exploration looks interesting, but really a lot of work to go yet.
Evelina is a smaller project which is about 15 kilometers from Veladero up in
the High Andes high sulphidation type system well high and low actually and we
have done very little work on that. We just optioned to a tenure really the
bases of what we want to held at a long time we had a lot of interest for that
project was to get backend right on it and which we have got. According to La
Brea there is another one up there it's a base metal type project we have had
again lots of interest. We were just holding out for what we felt was a fair
deal and we haven't done that although we have a lot of people looking at it. We
have another property which is part of Gualcamayo called Salamanca but it's in
La Rioja, there is a province to the north we've done some work on it. There is
you know and not forwarded to see one on one but I would say that's in the
region of 300,000 ounces that would need some more work and again we will get on
to that as well as exploring that region.
GREG MCKNIGHT: Tony, in terms of value on these other assets or the
potential - I would like to address the question by dealing with a broader point
which is evaluation. Viceroy has a resource estimate that is in their public
information and if you assume that resource estimate then we would not do this
deal at the price that we are doing it. You have to make some
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assumptions based on the information that's available to us in due diligence,
the drill hole that we reported on, the drilling results that we have previously
reported. And when we run this through our internal process our conclusion is
that the resource estimate will be greater than what is in the public record for
Viceroy and we believe that it will be better than 2.5 million ounces and so
cautiously perhaps overly conservatively we are saying that there is a 2.5
million ounce resource. You also appreciate that we have not conducted a
feasibility study but any competent company that has quality operations people
in its ranks would be able to determine costs and would be able to determine
mining method mine plan and when we conducted that level of due diligence our
conclusion was that we can see a feasibility study supporting 2 million ounces
of mineable reserves. We think that the metallurgy supports what Patrick has
been saying of roughly 78% to 80% recovery and on that basis we looked at this
and said the conclusion on what we are paying is that we are paying a fair
price. I don't believe from a Yamana shareholder point of view we are paying a
high price. I think from the Viceroy point of view we are paying a very fair
price and we are paying a fair premium. And there is value upside that comes
from this transaction. We looked at it from the point of view of pure value and
from the point of view of the resource potential. We looked at it from the pure
point of view of the regional potential. We also looked at it from the point of
view of the strategic benefit. The strategic benefit tapping an asset at another
part of the world. The benefit of reducing our copper exposure and being able to
better guard our gold multiple, our internal estimate is that this takes us to
below 23% copper exposure from revenue perspective. And so from that point of
view, looking at it strategically, looking at it more globally, looking at it
from a production profile point of view and from at pure value point of view,
our conclusion is that this was a fair price to pay and I want to emphasize that
the 2 million ounces that I am referring to is near term and add to that the
upside. Our new resource estimate would be available within the month. Viceroy
had planned to deliver that in any event and we are continuing with the plan for
the feasibility study and the completion of that feasibility study and perhaps
Patrick you can indicate what the timing is on that feasibility study.
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PATRICK DOWNEY: That would be by the end of the year and we are also
concurrently with that, we are just completing our application for our EIS which
should be submitted by the end of this month. So, all that will be in place.
PETER MARRONE: There is strong support at the state level, at a
governmental level, at the community level for this project. The permitting
processes are identified, permitting process and well in hand. A very
interesting data point that I think the listeners on this call would find very -
I should not find interesting perhaps you will find interesting. Entirely,
separately and before we were engaged in a form of active discussions we had
discussions, I personally had discussions with one of the governors of an
adjoining state where there is a regional prospect for Viceroy and one of the
things that he indicated was that one of the companies that he liked a lot and a
company that was doing a very, very good job and they had good relations with
was Viceroy. It evidences for me and it evidences for us in our due diligence
that they have done a remarkable job in Argentina, a similar job to what we have
done, I believe, in Brazil.
TONY LESIAK: Thank you very much.
OPERATOR: Your next question comes from Rodney Stevens with Salman
Partners. Please go ahead.
RODNEY STEVENS: Good afternoon gentleman or good morning, just a few
questions. Peter, what's your internal estimate of cash cost you gave a cash
cost range at the larger scale scenario?
PETER MARRONE: You know, Rodney, it's a good question. Again this is an
internal view but not subject to completed feasibility studies and I have to
provide that caution because we - well you know what the regulatory environment
is, but when we look at this internally our view is - our expectation would be
that we would start production a bit later but want this contemplated by
Viceroy; middle of 2008. This mine would produce at a higher grade and a higher
production level in its first couple of years and our expectation is that we
will be producing at a level of about 200,000 ounces in 2009 and cash cost would
be sub $100 based on our view,
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present time view during that period and overall life of mine below $200 per
ounce. So it's a low cost mine from what we can see.
PATRICK DOWNEY: I think maybe I can add some color to that Rod, maybe
talking about whether you go to heapleach or a mill and basically this is quite
unique deposit, I don't know if you know too much about it, but its really
sitting on the side of a hill or a mountain really and it's a branch at ore body
and once you are in to it, you have got about 250x400x150 meters deep, you take
it out very simple mining and so you are taking at a lot of low grade in here
during that, but it is very, very economical because of the way we are mining
it. So from a point of view of the mill, at certain points you would look at it
we have done that but overall from the - it really lends itself to a heapleach
type operation.
RODNEY STEVENS: So if you expect below 100 ounce earlier increasing the
200s average life of mine in your views around, would it be around 150 or 180 at
this point?
PETER MARRONE: I'd be confident saying below $200, Rodney. I would say that
a good estimate would be between $180 and $200 per ounce.
RODNEY STEVENS: Okay. And are there any tax benefits or tax loss
carry-forwards that could be taken advantage of?
PETER MARRONE: Nothing meaningful.
RODNEY STEVENS: Okay. Okay and with the combination of Viceroy, Peter, what
-- where would you see your overall G&A costs increasing to? Have you made
estimates on that?
PETER MARRONE: We have not made estimates on that, but I will say that in
our conference call for our quarterly results that question did come up. We will
reduce the G&A to a much more sustainable level that I think our G&A in the last
quarter was about $5 million. We will reduce that meaningfully in the next
quarter and then in the quarters to follow. I would anticipate - I believe that
the G&A for this company on a combined basis, including with the - with Patrick
and the team coming in. I would like to be running at no more than $4.25 million
per quarter.
RODNEY STEVENS: Okay. Alright finally, just based on some initial
estimates, it looks as though you are paying around annulling costs of around
$600 per ounce; is that close to what you've been estimating when you...?
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PETER MARRONE: No. That's high, Rodney. I am sorry did you want to continue
your sentence?
RODNEY STEVENS: Oh, just I mean when you include development cap,
sustaining cap taxes and the price you're paying, when you consider even at $2
million ounce scenario, I am looking at around $600 per ounce, so I just want to
see if you had an internal estimate which you believe you're paying?
PETER MARRONE: I am going to turn that over to Greg for a moment.
RODNEY STEVENS: Okay.
GREG MCKNIGHT: Rodney, that's higher than we had, I'm not sure if you've
netted out the cash in and exercised on the cash that the company already has on
its balance sheet.
RODNEY STEVENS: About $73 million?
GREG MCKNIGHT: Yep.
PETER MARRONE: Yeah.
RODNEY STEVENS: And another 22 from options?
PETER MARRONE: Yeah.
GREG MCKNIGHT: We calculated it to be quite a discount to the current spot
price.
RODNEY STEVENS: Okay.
GREG MCKNIGHT: And with our assumptions. Now we do, this goes back a little
bit to Tony's question. We do attribute some value to exploration prospects and
to ounces over and above what we assume in our models.
RODNEY STEVENS: Okay.
GREG MCKNIGHT: So that might account for some of the difference.
PATRICK DOWNEY: I think there I can answer that as well as part of this is
the fact that we've had right beside the main zone 30 - so a 100 meters of 3.3
step out and other 100 meters of 2.8 and we are going to be step outs and that
is very similar to the main deposit, so we think we'll be - continue to grow
this deposit in a significant manner.
RODNEY STEVENS: Okay. I'll...
GREG MCKNIGHT: Rodney.
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RODNEY STEVENS: Yeah.
GREG MCKNIGHT: The question, if I looked at- if we looked at...
RODNEY STEVENS: And maybe if you could just break it down, because we have
cash cost of 200 ounce development capital and sustaining of around 70 per ounce
and your market price per ounce is around 240, I don't know, maybe if you have a
simple breakdown based on what your estimates were?
PETER MARRONE: We can - perhaps we can have that discussion with you
offline.
RODNEY STEVENS: Okay.
PETER MARRONE: But we are looking at a - I think, the reference point that
you're referring to is a breakeven gold price concept. On a breakeven gold price
we're looking at this as less than $500 per ounce.
RODNEY STEVENS: Okay.
PETER MARRONE: If we looked at it for reserve ounce in terms of what we're
paying and if you assume the 2 million ounces it's approximately $260 million
per reserve ounce. Now again I want to caution that this is our internal view on
reserves, but I am confident saying to you that this is what we think the
feasibility study will deliver the proven and probable reserves and perhaps
we're understating it.
RODNEY STEVENS: Okay. That's fine. And I guess, finally what level of
communities - I mean how much work has gone into gaining community support for
the project? I'm only referring to this because we saw what happened with the
Yaskawa project. You are ready and there is always potential.
PATRICK DOWNEY: Okay. I can answer that pretty well. First of all,
everything is prevention in audits and credits [technical difficulty] San_ is
very much in mining province always has been, the Governor is a mining engineer,
I think we've done and everybody has come to this project and seen than we've
done, an exceptional job with the local communities. We don't really have what
we would local communities in the area. The nearest local provincial time is
about 100 kilometers away. We have made a sustained effort to hire those guys
and train them. Some simple examples would be instead of getting a catering
company to come in and do the camp
15
catering, we brought guys in, we trained them as cooks, etc. etc. we gave them a
job and another better skillset. We buy locally, we spend a lot of time
identifying key players in the area we've got strong support from the Mayor the
local at times. We recently had the Governor on the project, he had himself
photographed on the project and in the press etc., and I don't think any
governor does that with elections coming up in about 14 months that is going to
affect his standing. So I think Viceroy on our subsidiary company under MASA are
extremely well regarded and I can confidently stand up and say that and this is
not [indiscernible].
PETER MARRONE: And as I mentioned, Rodney, independently and well before we
started active discussions with Pat, that's the assessment that we came to with
this very good - tourist comment from one of the governors and what we then did
before having the discussions is we made high level contacts with our own people
in South America and asked the question would companies like to do business deal
with, what companies are - the type of companies that you like to see in the
country and Viceroy was at the top of that list. What I saw is a company that
has an approach to dealing with people, local people, using local services,
local suppliers that's similar to what we do in Brazil; that was important. What
I also saw is an opportunity to take advantage of the relationship between
Brazil and Argentina and between Brazilians and Argentines. I won't comment on
the other project that you mentioned and what happened there. There are a lot of
things that are being said in the marketplace about that, but it is an entirely
different area, it's an entirely different place, it's an entirely different
approach and I am confident saying that this is totally different to that.
PATRICK DOWNEY: You know, for example, Veladero which is an extremely
heapleach project up in a major watershed in the High Andes was permitted
rather, you know, very quickly and efficiently. These guys down there in the
mining department all know heapleach projects, open pit mining, and we've had a
lot of interaction with them, but then they've been on the property, they know
exactly what's coming in the EIS. There's going to be no surprise for these
guys.
PETER MARRONE: The governor of the state is a mining engineer, just to put
that part in context.
16
RODNEY STEVENS: Okay. Thank you very much.
PETER MARRONE: Okay.
OPERATOR: Your next question comes from David Stein with Sprott Securities.
Please go ahead.
PETER MARRONE: Hi, David.
DAVID STEIN: Thanks. Good morning. Actually a lot of my questions are
answered, but again I think there's probably few people following your manner
out there, we're not as familiar with Viceroy and I noticed on the Viceroy
presentation that's because of the topography there is a bit of maybe slightly
unusual mining method, dropping the ore down, etc. Patrick, just explain that
briefly for me?
PATRICK DOWNEY: Yeah. I mean, but basically what we looked at here was when
we saw how the ore body was playing, it was - what we would call a well-behaved
ore body in the sense that once you enter, it's a large high determine pressure,
you know you've got like 250 meters of thickness from the base of the mining
right back in. We looked at several operations that do this. And there are quite
a number over the world and quite sort of shocked me, I am not aware, most of
them are quarries and these guys don't like digging holes in the ground. In our
business if the ore body is beneath the ground we got to go get it, in this case
it's not. And these quarries do things because they mine off side they had it
cheaper. So instead of having a large truck fleet coming out of a pit and going
into a pit, basically we'll put in an ore pass, it's a glory hole, it's about
3.5 meters in diameter. The secret is once you fill it, you keep it full, it
essentially almost acts like a shrinkage stope, going to a crusher or to a
conveyor and add on to the pads. So basically once you have to enter the ore
pass you never handle it again, you don't have to truck it out, neither brings
that truck back into the pit. So in these days of fuel oil crisis, the tires and
whatever the availability for trucks that really was an attraction for how we
did this. We looked at operations in Taiwan, we looked at operations in
Scotland, there is two in Canada actually in Alberta that we looked at, we
looked at one in Chile, and so we've done a lot of
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research, we visited these operations how best to run them, etc., and we're very
confident that this is a low cost operation.
PETER MARRONE: And this is not something that is unusual, David. It is used
in the operations that Patrick is referring to. And what's interesting is that
when we conducted due diligence, the initial - the internal due diligence in an
overview of the company, our operations team is very committed with the
approach. So it's not a surprise and they'd find in fact they've done it before.
And so it did not come as a surprise that this would be the approach that was
taken and we were very comfortable with the approach that Patrick is suggesting.
PATRICK DOWNEY: And so the longest hole that we have in the pit is about
400 meters horizontally and a lot of this is just dose and rip, so there is a
very simple straightforward operation and the key thing is the ore pass into
place, once you've got a location it goes down with the ore body. So as you
bench down the ore pass comes down with it. I've been asked a lot of questions
to what ore hang-ups and all that sort of stuff. Well, first of all, I am an
operations guy, I'm not an exploration guy, I worked for Anglo American and
Homestake and I had my consulting company for many years. So I am used to work
running ore pass systems and the key thing is to make sure that your rock is a
certain size proportion to the diameter of your ore pass. We've done that, we
put the [indiscernible] on top with a mobile rock breaker, and once it's in the
ore pass it basically is kept for a little comminutes it grinds down into that
ore pass, very simple operation.
DAVID STEIN: Okay. And what is the strip ratio and what you do with the
waste?
PATRICK DOWNEY: Well, the waste is really simple as one of the key issues
of this project is the fact that our waste is limestone, is completely benign,
we do ICP from the top of the hole to the bottom, we've done ABA test, worked on
it as well. And basically all we do is at the start we will cast blast off the
site into the valley below. We will not move that by truck. So it's basically
stripped off the edge and dropped into the valley below and then as we move down
with that short truck hauls into that valley and we just fill the valley. So
it's really very, very cheap stripping. And there are people who are interested
in looking at it to take it away as limestone
18
because it's been mined, but those are negotiations that are at early stage, but
it is pure limestone.
DAVID STEIN: Okay, great. The deeper mineralization that you guys have
intercepted, is it the same, you know, submicron?
PATRICK DOWNEY: Yeah.
DAVID STEIN: Gold there is coarser?
PATRICK DOWNEY: No, no. It's - we don't see any coarse gold, even if we
intercept stuff that would be enhanced, you will see no coarse gold, very-very
repeatable on the check out SCENES. No, it's a FINE distilled disseminated type
deposit. Again what we're looking at deeper, to be quite honest with you, is
what is the source, and that's not going to take time, but what we see and what
we like is that it's very carved in its signature and it's in limestones and
marbles.
DAVID STEIN: Okay. And then a procedural question, how long do you think it
will take to prepare the circular?
PETER MARRONE: We expect that the circular completed by the end of the
month; that's the target and we take up a period of 65 days.
DAVID STEIN: Okay. This is all I have right now. Thank you.
PETER MARRONE: Thanks David.
OPERATOR: Your next question comes from Doug Groh with Tocqueville. Please
go ahead.
DOUG GROH: Thank you. Good morning gentlemen. I wonder if you could talk
about the accretion that you realized from this transaction in terms of earnings
per share cash flow and Peter, I think you mentioned it was accretive in
resources and accretive from, I think, the public standpoint that's we're
working with and then also from, I think you've talked about it, but as far as
the data that you're able to see?
PETER MARRONE: Yeah, Doug, I'll start to answer that. We haven't looked at
it entirely from the point of view of consensus estimate and their views on net
asset value, we are looking at it from the point of view of how do we justify
this internally, how do we get fairness to our
19
shareholders and then also what happens from the Viceroy's shareholder point of
view. Let me make a few observations. 2007 and 2008 are very, very big years for
this company and they're very big years in terms of Chapada in particular and if
you assume certain copper prices in particular. It's difficult to see any aspect
that would be accretive to earnings per share or cash flow per share. I would
defy any one to fund an asset that would be accretive to earnings per share and
cash flow per share and based on that asset alone in those two years. So we
don't look at it exclusively based on the short-term one year, two years only.
So when I look - if we look at it from a net asset value point of view, the
conclusion was that it was virtually flat from a net asset value point of view
for them and for us. When we look at it from an earnings per share point of view
it was dilutive in the first couple of years, but accretive in the later years
and the same was true from a cash flow point of view.
GREG MCKNIGHT: And if I could add to that, Doug, it's Greg.
DOUG GROH: Yes, Greg.
GREG MCKNIGHT: When Peter said it's flat, that's using some pretty basic
base case assumptions. We think there's upside potential that could be
significant that would change that view.
DOUG GROH: Okay. And then Peter, you did also mention that it is accretive
on a resource basis; what is the public documentation or understanding on
Viceroy's resources and if you could just go through the accretion to Yamana?
PETER MARRONE: Greg, did you want to go to the public...
GREG MCKNIGHT: Doug, you're asking about the public resources that Viceroy
has?
DOUG GROH: Correct. Yes.
PETER MARRONE: Yeah. May I, before Greg begins, just for the benefit of the
listeners, at the back of the press release that we jointly issued, there is a
total resource and reserve estimate of all the assets including Viceroy's.
DOUG GROH: Oh, that's great. Okay.
PETER MARRONE: Go ahead Greg.
20
GREG MCKNIGHT: In that table that Peter referred to, you'll see that
measured and indicated resources on the public file for Viceroy about 1.4
million ounces deferred to ounces that are in additional 600 so its
approximately 2 million ounce base we've assumed and since that time Pat could
maybe get into a little bit detail, but there's been numerous releases by the
company with very positive drill results. So I think the market has been
expecting, you know, an up-tick from those numbers quite readily, so we've had
the benefit of looking at all the updated drill results including this last one
that was announced along with our press release here. And as Peter mentioned,
we're using a base case that - of around 2.5 million ounce of total resource
that we think we'll get 2 million ounces, but in terms of what's in the public
domain, it's about 2 million ounces total resource.
DOUG GROH: Okay, sounds great. And then you're suggesting it's accretive.
Greg, I don't know if you have ounce per share type of calculation before and
after? If you don't have it there, that's fine, we can...
GREG MCKNIGHT: Let me see if I can quickly dig into it.
DOUG GROH: Really? As you look into that, I'll just ask one other question.
Patrick, I'm going to assume that you're in discussions with other people and
this is the best fit in transaction that's your - you've concluded?
PATRICK DOWNEY: Well, really Doug, what we saw here was that it was, you
know, as Peter said earlier on a win-win, we looked at what they had, what was
coming on-stream, how well they had done it. We felt that this was an
undervalued company that going forward and that we can add value to it and get
value from it. And really you know, I think, you know, I've always said to you,
you know, people have asked me what are you doing with Viceroy. Well, we were
forward and ahead to build it, but I always thought this would go into a company
and help build it into one of the best mid tiers out there and I think that's
what we've done here. And yes, based on the landscape that we saw ahead of us,
we felt that this was an excellent fit for both parties with a lot of upside
going forward based on what's coming downstream from both Yamana and from
ourselves.
21
PETER MARRONE: Doug, if I may, I think from my perspective at least, it
appeared that, you know, Patrick and the company did not have to do a deal.
PATRICK DOWNEY: No.
PETER MARRONE: They didn't go into the - some of the basis of let's put the
company up for sale.
DOUG GROH: Right.
PETER MARRONE: We did something that I thought was the right thing to do,
which is when we started - reactivated discussions with Patrick, what we said
was come and visit our operations in Brazil as a starting point. We generally
have sense of what we would find in Argentina, come and visit our assets in
Brazil. And Patrick can speak for himself of my senses that he found that there
was a lot of value here that really wasn't recognized. It was the construction
strength of a team or the construction team and the strength of that team, the
ability to build something of the size and scale at Sao Francisco and Chapada,
you know what, perhaps I can just turn it to Patrick on that.
PATRICK DOWNEY: Yeah, I think there were a number of things Doug, you know,
I was very impressed with that - what I saw at Chapada. You know, I really used
a lot of about it, to be quite honest with you, until I went there and I did a
little bit of homework before I went on, but how well - those are the quality of
the construction, the quality of the operation, they done it themselves with
same at Sao Francisco and also what really entreat me and has got lot of
excitement on our side is the fact that these guys are sitting on - they
Greenstone Belt that are unexplored, I mean, you know, right now at Sao
Francisco Sao Vicente that's 50 kilometers of respective Greenstone Belt and
between that. I don't think the market really notified yet. And that was what
attracted us, this is a growth company.
DOUG GROH: Great. Alright. Well, thanks, thanks a lot guys, I appreciate
you.
GREG MCKNIGHT: And Doug, I am just - I had to run to my office, but we show
from a resources perspective that this is accretive to us. I don't have the
specific numbers in front of me, but it's, you know, in the range of 5% to 10%.
DOUG GROH: Okay. That's great. I'm sure we can catch up next week.
22
PETER MARRONE: Yup.
DOUG GROH: Thanks so much.
PETER MARRONE: Thanks Doug.
DOUG GROH: All right. Bye-bye.
OPERATOR: Your next question comes from John Doody with Gold Stock Analyst.
Please go ahead.
JOHN DOODY: Hi, good morning and congratulations Peter, on achieving your -
at least a framework to achieve your goal so quickly, you know.
PETER MARRONE: Thank you, John.
JOHN DOODY: Most of my questions have been asked and answered. I had one
question on the drilling that was released in this press release on page 2 and
this is obviously some very long and impressive intercept. So do these all
expect to be in the mine plan?
PATRICK DOWNEY: Well, I'll - not at this point because we just intercepted
that area, but based on where it's located in relation to the current plan, yes,
but I think the big thing going forward with the time depth potential of this,
and that's what we're going to have to go in, probably put in and add it and
start drilling underneath it because that's another part of the story that we
will start to unfold. But, yes, I would say, based on the grade in the
intercepts that, you know, we would see that coming at some point into the mine
plan.
JOHN DOODY: Okay. So they're making up a part of the 2 million expected
mineable?
PATRICK DOWNEY: No, not now. No.
PETER MARRONE: No Doug - John. the way we looked at it was these drilling
results evidenced a feeder system, an increase in resources, the potential to
increase reserves in due course and the potential for an underground which had
not been fully given a stage to where the company is in its exploration hadn't
been fully looked at. So it's upside, it's potential to increase resources, yes,
more immediately, but it's a potential to also look at this from the point of
view of do we have an open pit operation and a potential underground operation
in due course.
23
JOHN DOODY: Okay, great. Congratulations. And I hesitate to ask what's the
next production target?
PETER MARRONE: Thanks, John.
OPERATOR: Your next question comes from Catherine Gignac with Wellington
West. Please go ahead.
CATHERINE GIGNAC: Hi, good morning everyone. Congratulations. Again, most
of my questions have been answered. But I would be interested in what we can
expect in the next little - not in terms of short-term mailing of circular etc.,
but more along the lines of Gualcamayo will there be a bankable feasibility
study completed with a formal resource reserve estimate or would we wait for
Yamana's year-end update for that?
PETER MARRONE: Go ahead Patrick.
PATRICK DOWNEY: That wouldn't be finished until the end of the year, we're
working on that right now, Catherine. What we're doing in the meantime is we're
doing an update on the preliminary economic assessment which will surely give a
pretty good feel for where we're going, that would come out after the resource
calculation comes out by the end of this month.
CATHERINE GIGNAC: Okay. And can you remind me, what was the gold price used
for the 2004 resource numbers?
PATRICK DOWNEY: 400.
CATHERINE GIGNAC: It was 400. Okay.
PATRICK DOWNEY: No. We're using 440 right now.
CATHERINE GIGNAC: And I guess we'll see where the company is coming for
yearend numbers.
PETER MARRONE: Catherine, if I can pick up from what Patrick said...
CATHERINE GIGNAC: Sure.
PETER MARRONE: I don't expect to happen - new - a reserve estimate for the
project by the time we have our yearend. I do expect this will be in new
resource estimate by that point. On a go-forward basis, however it is not just
Viceroy, it's the rest of Yamana. And in the rest of
24
Yamana, you're aware that we're delivering a feasibility study on C1 Santa Luz
by January, but my expectation would be that we would deliver a reserve estimate
on C1 probably in November. So in terms of the go-forwards, it's C1, it's a
resource estimate for Gualcamayo which would be within probably a month of
reserve estimate and feasibility study for Sao Vicente along with the
construction decision, a reserve estimate for C1 along with a feasibility study
to follow and then a construction decision. In addition to that, you're aware
that we expect to complete and start operations at Chapada by the end of
September. So that's what we see on the horizon along with the continuing
exploration efforts that we have.
CATHERINE GIGNAC: Okay. That's perfect. That's just I was looking for,
Peter. And in terms of project priorities, I guess we'll get a clear update, you
know, once this is done, say further into the fall in terms of how you
prioritize going forward for, you know, the guidance for '07, not only the
development plans you already have underway, but also exploration priorities and
be interesting to see a breakdown in terms of exploration budget and where you'd
be focused?
PETER MARRONE: Yeah. Certainly exploration priorities, I think, in terms of
the development plan, I don't see it changing meaningfully, we do expect to
complete the first phase of the Jacobina expansion into 2007 we expect to start
construction on Sao Vicente by the end of this year and on C1 by the beginning
of next year and we expect to start construction on Gualcamayo some time next
year. And again I want to - for the benefit of those who are on the call, I want
to highlight a couple of things. Sao Francisco is a large scale project and we
have built that within a very, very reasonable period of time Chapada, and
Patrick perhaps can speak to this because he is an independent party that
conducted due diligence will be within the top three or four largest mines in
Brazil. It is a large scale world class mine and was completed within a very,
very short period of time relative to these types of mines and hopefully Patrick
will agree with me that it was done in a very high quality. But before Patrick
speaks to that, I want to highlight that this is not an exploration team that we
are acquiring here. Hopefully people did catch the point that Patrick is not an
exploration person, he is a mining person. He is an operator and he is committed
with construction, that's his background. What this deal does for us is it adds
another person into that - that has that quality in to our management team. So,
it
25
supplements on what we have. It allows him to be able to rely on the resources
that we have in Brazil in terms of construction strength and we are just coming
off of building two very large mines taking on the construction projects we have
next year and into 2008 by comparison to what we have done in 2005 projects will
be relatively small scale.
PATRICK DOWNEY: Yeah. I think to follow up on that, I mean, I think we
specifically went to look at Yamana's operations etc. before they came to us
simply because I wanted to see what they had and I got to say, you know, I have
visited a lot of mines in my days, some work some don't, but this was top class,
it's an excellent project I have been involved on the construction management
side of things, where I look at people trying to take shortcuts doing things -
that was not done here, I was extremely impressed by the team of people that we
had, the level of detail that they prepared, where they saw the expenditure,
every question we asked was answered extremely fast and extremely efficient with
top quality information. Same with Sao Francisco again, built, operating,
running a lot of the similar issues that we face and doing it and again done
very well would acknowledge group of people. And those are the certain things
that we felt were going to be accretive to what we are doing at Gualcamayo. So,
you know, very - and I think there is a big undervaluation here with Yamana in
that regard. I don't think people really fully understand what they have got in
their cupboard there and particularly on the exploration side as well there's a
lot of work to be done, but I think there's other things to be found.
CATHERINE GIGNAC: Great, well, thank you very much. It sounds like the two
companies will be very complimentary. Thank you.
PETER MARRONE: Thanks Catherine. Ladies and gentleman, I am told that there
are no other questions and so with that I would like to thank everyone for
participating in the call and we look forward to continuing with the development
of Yamana to the completion of this deal and continuing development of Yamana. I
have high confidence as we have mentioned that we are not only acquiring a
quality asset here, but we are acquiring a quality team a second leg to the
26
stool as we set. We are unfolding this business plan based on internal organic
growth and acquisitions that continue to provide value to shareholders.
I hope you will agree with me with that and with that again I would like to
thank everyone for being on the call.
PATRICK DOWNEY: Thank you.
OPERATOR: Ladies and gentleman, this concludes the conference call for
today. Thank you for participating. You may now disconnect your lines.
*****