FORM
6-K
UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For
the
month of December 2005
Commission
File Number 001-31880
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Yamana
Gold Inc.
(Translation
of registrant's name into English)
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150
York Street
Suite
1902
Toronto,
Ontario M5H 3S5
(Address
of principal
executive offices)
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Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
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Form
20-F
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....[ ]..... | Form 40-F | ....[X].... |
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ____
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in
paper of a Form 6-K if submitted solely to provide an attached annual
report to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ____
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in
paper of a Form 6-K if submitted to furnish a report or other document that
the registrant foreign private issuer must furnish and make public under the
laws of the jurisdiction in which the registrant is incorporated, domiciled
or
legally organized (the registrant’s “home country”), or under the rules of the
home country exchange on which the registrant’s securities are traded, as long
as the report or other document is not a press release, is not required to
be
and has not been distributed to the registrant’s security holders, and, if
discussing a material event, has already been the subject of a Form 6-K
submission or other Commission filing on EDGAR.
Indicate
by check mark whether by furnishing the information contained in this Form,
the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
|
Yes
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....[ ].... |
No
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....[X].... |
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| YAMANA GOLD INC. | ||
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| Date: December 19, 2005 | /s/ Charles Main | |
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Name: Charles Main |
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| Title: CFO | ||
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NEWS
RELEASE
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RNC
AND YAMANA COMPLETE ACQUISITION OF THE SAN ANDRES GOLD
MINE
Toronto,
Ontario, December 19, 2005
- RNC
Gold Inc. (“RNC”)
(TSX: RNC)
and
Yamana Gold Inc. (“Yamana”) (TSX:YRI;
AMEX:AUY; LSE (AIM):YAU)
are
pleased to announce the completion of the previously-announced acquisition
of
the San Andres gold mine in Honduras. The purchase was completed by RNC and
facilitated by Yamana in connection with a series of transactions relating
to
the purchase by Yamana of RNC.
As
previously disclosed, Yamana advanced a US$18.9 million senior secured loan
to
RNC to fund the acquisition of a 75% interest in the mine, the repayment
of debt
by San Andres and certain other transactions completed by RNC in connection
with
the acquisition. The loan is secured by the San Andres mine and is otherwise
non-recourse to RNC. In certain circumstances, including in the event of
default on the loan or in the event that the acquisition of RNC by Yamana
is not
approved by RNC shareholders, Yamana has the option to purchase the San Andres
Mine and the loan amount would fund the purchase price. The remaining 25%
interest would be purchased for shares of Yamana as previously
disclosed.
The
RNC
shareholders’ meeting relating to the acquisition of RNC by Yamana is scheduled
to take place in-mid February 2005. The proxy circular to be distributed
to RNC
shareholders is expected to be mailed in mid-January.
About
Yamana
Yamana
is
a Canadian gold producer with significant gold production, gold and copper-gold
development stage properties, exploration properties and land positions in
all
major mineral areas in Brazil. Yamana expects to produce gold at intermediate
company production levels by 2006 in addition to significant copper production
by 2007. Company management plans to build on this base through the advancement
of its exploration properties and by targeting other gold consolidation
opportunities in Brazil and elsewhere in Latin America.
Yamana
has approximately 191.3 million shares outstanding. On completion of the
RNC
acquisition, Yamana would have 197.1 million shares outstanding.
About
RNC
RNC
Gold
Inc. is a gold mining company focused on mines and projects in Central America.
From its current annual production base of 100,000 ounces of gold, RNC is
positioned for growth through the acquisition of San Andres, construction
of the
Cerro Quema development stage project, operational efficiencies and through
exploration on property surrounding its present mines. The Company's main
assets
include the La Libertad and Bonanza mines in Nicaragua, and the Cerro Quema
project under construction in Panama. The company has entered into an agreement
to acquire the San Andres mine in Honduras that will increase its annual
production base to approximately 180,000 ounces of gold per year by 2008.
RNC
has
approximately 40.6 million common shares outstanding.
Cautionary
Statements
This
news release contains “forward-looking statements”, within the meaning of the
United States Private Securities Litigation Reform Act of 1995 and similar
Canadian legislation, concerning the business, operations and financial
performance and condition of each of Yamana and RNC. Forward-looking statements
include, but are not limited to, statements with respect to estimated
production, synergies and financial impact of the proposed transaction; the
benefits of the proposed transaction and the development potential of Yamana’s
and RNC’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; success of exploration activities; permitting time
lines
and permitting, mining or processing issues; currency exchange rate
fluctuations; government regulation of mining operations; environmental risks;
unanticipated reclamation expenses; title disputes or claims; and limitations
on
insurance coverage. Generally, these forward-looking statements can be
identified by the use of forward-looking terminology such as “plans”, “expects”
or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”,
“forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”,
or variations of such words and phrases or state that certain actions, events
or
results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be
achieved”. 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 that may cause the
actual results, level of activity, performance or achievements of Yamana
and RNC
to be materially different from those expressed or implied by such
forward-looking statements, including but not limited to risks related to:
unexpected events during construction, expansion and start-up; variations
in ore
grade, tones mined, crushed or milled; variations in relative amounts of
refractory, non-refractory and transition ores; delay or failure to receive
board or government approvals; timing and availability of external financing
on
acceptable terms; the businesses of Yamana and RNC not being integrated
successfully or such integration proving more difficult, time consuming or
costly than expected; not realizing on the anticipated benefits from the
Yamana/RNC transaction or not realizing on such anticipated benefits within
the
expected time frame; risks related to international operations; actual results
of current exploration activities; actual results of current reclamation
activities; conclusions of economic evaluations; changes in project parameters
as plans continue to be refined; future prices of gold and copper; possible
variations in ore reserves, grade or recovery rates; failure of plant, equipment
or processes to operate as anticipated; accidents, labour disputes and other
risks of the mining industry; delays in the completion of development or
construction activities, as well as those factors discussed in or referred
to in
the current annual Management’s Discussion and Analysis and current Annual
Information Form of each of Yamana and RNC filed with the securities regulatory
authorities in Canada and available at www.sedar.com,
and
Yamana’s Form 40-F filed with the United States Securities and Exchange
Commission. Although management of each of Yamana and RNC has attempted to
identify important factors that could cause actual results to differ materially
from those contained in forward-looking statements, there may be other factors
that cause results not to be as anticipated, estimated or intended. There
can be
no assurance that such statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements. Neither Yamana nor RNC undertakes to update any
forward-looking statements that are incorporated by reference herein, except
in
accordance with applicable securities laws.
For
further information please contact:
|
Yamana
Gold Inc.
Peter
Marrone
President
and Chief Executive Officer
+1
416 815 0220
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RNC
Gold Inc.
J.
Randall Martin
Chairman
and Chief Executive Officer
+1
416 365-9777
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