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Mega-Precious to be acquired by Yamana Gold

Date Closed

June 30, 2015

Lead Office

Toronto

Value

17.50 Million CAD

On  April 24, 2015, Mega Precious Metals Inc. ("Mega") entered into a definitive agreement with Yamana Gold Inc. ("Yamana"), whereby Yamana acquired all of the outstanding shares of Mega under a plan of arrangement for consideration of 0.02092 of a Yamana share and cash of C$0.001 per Mega share, equivalent to C$0.10 per Mega share. The total consideration to Mega shareholders was approximately C$17.5 million, based on the Company’s issued current and outstanding shares. Yamana also agreed to purchase the outstanding convertible debentures held by Pacific Road Capital Resources Funds.

Mega's board of directors unanimously approved the transaction and recommended that Mega shareholders vote in favour of the arrangement. All of the directors and officers of Mega, as well as certain shareholders who collectively owned approximately 22% of Mega’s issued and outstanding shares, entered into support agreements with Yamana pursuant to which they have agreed, among other things, to support the transaction and vote their Mega shares in favour of the arrangement. Paradigm Capital Inc. provided an opinion to Mega’s board that the consideration is fair, from a financial point of view, to Mega shareholders.

McCarthy Tétrault LLP acted for Paradigm Capital Inc., the financial advisor to the target.  The McCarthy Tétrault team was led by Brian Graves (Mining and M&A).