Brio Gold Agrees to Increased Offer from Leagold - Seite 3

The Board of Directors of Brio Gold formed a Special Committee of independent directors in connection with the proposed Transaction. Based on the recommendation of the Special Committee, the fairness opinion of National Bank Financial Inc. and other factors considered relevant, the Board of Directors of Brio Gold has determined that the Transaction is in the best interests of Brio Gold. The Board of Directors has unanimously approved the Transaction and will recommend that Brio Gold shareholders vote in favour of the Transaction in the management information circular to be mailed to shareholders in connection with the Transaction. Each of the directors and certain of the senior officers of Brio Gold have entered into agreements to vote their shares in favour of the Transaction at the special meeting of Brio Gold shareholders. National Bank Financial Inc. provided an opinion to the Special Committee and the Board of Directors of Brio Gold to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Leagold securities to be received by the Brio Gold shareholders under the Transaction is fair, from a financial point of view, to the Brio Gold shareholders (other than Yamana Gold Inc.).

Transaction Conditions and Timing

The Transaction will be carried out by way of court-approved plan of arrangement and will require approval by at least 66 2/3% of the votes cast at a special meeting of Brio Gold shareholders to consider the Transaction. The completion of the Transaction is also subject to approval by the majority of votes cast at a special meeting of Leagold shareholders. Leagold has entered into voting agreements in support of the transaction with certain of its shareholders who in aggregate hold approximately 57% of Leagold's outstanding shares. Subject to approval of the TSX, Leagold will seek shareholder approval by way of obtaining a consent resolution from Leagold shareholders holding at least simple majority of issued and outstanding Leagold shares.

Completion of the Transaction is also subject to customary closing conditions, including receipt of regulatory approvals. The Arrangement Agreement includes customary deal-protection provisions, including non-solicitation of alternative transactions, a right to match superior proposals, and a reciprocal US$3.0 million expense reimbursement fee (representing 1.2% of the total equity value of the Transaction) to be paid under certain circumstances.