Yamana Gold Inc. (AUY)

Q3 2007 Earnings Call

November 8, 2007 11:00 am ET

Executives

Peter Marrone - Chairman and CEO

Chuck Main - SVP of Finance and CFO

Analysts

David Stein - Cormark Securities

Brian Christie - National Bank Financial

Rodney Stevens - Salman Partners

Anita Soni - Credit Suisse

Steven Butler - Canaccord Adams

Senthal Goslan

Barry Cooper

Robert McLeary

Robert Dunn

Presentation

Operator

Good morning, ladies and gentlemen, and thank you for standing by. Welcome to Yamana Gold's Third Quarter Earnings Call. At this time, all participants are in a listen-only mode. Following the presentation, we will conduct a question-and-answer session. Instructions will be provided at that time.

This conference call will contain forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements include, but are not limited to, statements with respect to the estimation of mineral reserves and resources; the timing and amount of estimated future production, cost of production; capital expenditures; future prices of gold and copper, and timing of the development of new deposits; success of exploration activities; permitting timelines; currency exchange rate fluctuations; requirements for additional capital; government regulation of mining operations; and environmental risks.

Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Risk factors are discussed or referred to in the company's Management's Discussion and Analysis of Operations and Financial Condition and Annual Information Form.

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 could 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.

The company undertakes no obligation to update forward-looking statements if circumstances or managements' estimates or opinions should change. Accordingly, participants are cautioned not to place undue reliance on forward-looking statements.

I would also like to remind everyone that this conference call is being recorded and will be available for replay today at 1:30 pm. The replay number is 416-695-5800 or toll free 1-800-408-3053, both with the passcode 3239999 followed by the pound sign.

I will now turn the conference over to Mr. Peter Marrone, Chairman and CEO. Please go ahead, sir.

Peter Marrone

Thank you for the introduction, and your attendance, gentlemen and ladies.

On the last quarter's conference call, we highlighted the depth and breadth of our operations team at Yamana, and some of you have heard me say that it is our view that the scarcest resource in this industry is human resource. And with the combination of the Yamana, Northern Orion, and Meridian Gold that we've completed in this quarter, we've taken the human resources that we already had within Yamana, and supplemented those with the people that have come to us from both Northern Orion and Meridian.

The new senior operating exploration and executive teams, as well as the three Meridian Directors who have joined our Board, were announced on October the 18th. And as a result of all of these activities and these events, we have now more than 5,500 employees in Yamana compared to the modest 12 employees when we formed this company, just a little over four and a half years ago. And we have, certainly in my view, an unparallel depth of management. This includes approximately 130 geologists in this company, who will be advancing our extensive exploration portfolio, and approximately that same number of mining engineers.

It's a good mix of talents with very little overlap, in terms of operations, and in terms of geographical presence between principally Meridian and Yamana, and the integration of the two groups. And we are pleased that this first and most important phase of the transition and integration of our companies relating to the combination of those companies, has been completed as quickly as it has, and as seamlessly as it has.

We undertook a task of creating a management and employee platform before our growth began, and before we embarked on our major acquisitions. And we are pleased that our integration has added to that already robust human resource.

Now, one of the clear messages that we have communicated, beginning at our Analyst Day on October the 18th, and that we have continued to communicate over the past few weeks, is that the go-forward for this company is organic growth. With the development of the robust pipeline that we have ,and with the exploration opportunities that we have, we have now seven producing mines in the company--including two major extensions of those mines--product development, and advanced exploration stage projects, and probably what is the best exploration portfolio in all of Central and South America, with an exploration team, as I mentioned, of roughly 130 geologists dedicated to that exploration effort so we’ll be able to take advantage of those opportunities, and with the seasoned development and operations team that's confident that building mines and operating those mines.

We are results-driven management. Process is important, but it is also important to emphasize results. And that has been the success, certainly what I believe to be the success, for this company for the past four and half years of our existence. And that will continue to be the marker of that success going forward into the future.

We develop strategic targets with the concurrence of the respective groups, and we then strive to deliver on those strategic targets. We're entrepreneurial, and that is important that I emphasize that. Our view is that the success of a mining company depends on maintaining their entrepreneurial spirit, notwithstanding the fact that one becomes bigger as we have.

So, we are a large company today, but we plan to maintain that entrepreneurial spirit that has driven the success of this company. And with a focus on the Americas, that's what we know, and we like the geographical and geopolitical friendliness the industry, and mining that comes from the places in the Americas that we operate. It's where we believe we can make a difference. Part of our plan is also to be in areas where there is developed infrastructure. And that adds to a whole host of benefits, including capital costs that are more manageable and modest by comparison to some other situations.

So, in addition to announcing the new combined team on October the 18th, we also unveiled a strategic growth plan and target for reaching a sustainable level of 2.2 million ounces of gold production by 2012. That's focused entirely on organic growth, the plan initially targeting 1.2 million ounces of production in 2008, and progressively increasing 1.5 million ounces by 2009, and then progressively from there to 2.2 million ounces by 2012. Production to these levels will be differently driven from enhancements, expansions, improvements and development of existing assets.

Exploration successes, again from that robust exploration portfolio, that highly confident and large exploration team, and if I may mention, a $75 million exploration budget per year, will add and supplement to these levels. Specific aspects of the strategic plan include sustainability of production; low-cost production, both before, and particularly after, byproduct credits; focus on growth and resources production--that's important for a mining company--but equally for any company; our focus on growth in cash flow and earnings, and our cash flow and earnings on a per share basis; also organic resource and production growth from development of existing projects and further exploration efforts from our extensive portfolio of exploration concessions in the Americas; focus on locations that are friendly to industry, as I mentioned, and mining in particular, with mining category culture in history; and underpinning our efforts; our three principle jurisdictions, perhaps four, but the two principle jurisdictions in which we operate being Chile and Brazil, which are not only mining currently, but have significant mining history and mining pedigree. Adding to that, then, would be our efforts in Argentina, and then, in Mexico.

We focus in areas with developed infrastructure on programs with manageable and modest capital costs. As I mentioned before, results driven to exploration, development and construction and operations, and also ensuring the priorities given to sustainability--and sustainability comes in many, many forms--environmental friendliness, community health and safety issues, focusing on government community and social relations. And we believe that that goodwill in the places that we operate will give us that social license for further development of other projects that develop with that organic growth.

And as I mentioned, Yamana has seven producing mines--two of which are undergoing expansion, five development stage properties, and an extensive exploration portfolio, with a target number of 2.2 million ounces by 2012. And some of the principal components that underpin that target include increasing the sustainable gold production at Chapada, with plant capacity increases; increasing production at El Penon ,with modest plant capacity increases; selling improvements, along with the development of the newly discovered Bonanza vein; increasing production at Jacobina, largely from the development of new mines--as you may be aware, Jacobina is a complex of mines with a common plant; and focusing on these new mines, principally Canavieiras and Morro do Vento where we have a large portion of our resource, and upgrading that resource to proven and probable reserves, and where the grade is meaningfully higher than where we're mining today, is Joao Belo; beginning production at Gualcamayo, and then increasing that from our baseline from open pit operations, and ultimately moving to this incredible potential at QDD Lower West, which is the potential underground area that we are now further exploring; increasing production at Minera Florida in Chile with quite capacity increases; developing Mercedes in Mexico, with a target date for production of 2010; developing C1 Santa Luz in Brazil, with a target date for the feasibility study by the end of this year and production in 2009; develop the Jeronimo project, pursue an expansion of what is today a small mine in Central America but a platform for expansions to 90,000 ounces per year, and then using that as a platform for further exploration of an area that is relatively under explored and where we have an extensive exploration package; modest mining method enhancement at Sao Francisco to increase production and continued development effort at Sao Vicente, La Pepa and Amancaya.

Ultimately, we have to demonstrate return to shareholders in more than from production growth alone, as you've heard me say before. And from that, we believe the cash flow and earnings is as important as production, and in the ground resource growth. I hope you'll agree with me, we've continued to demonstrate the importance of financial performance on a quarter-by-quarter basis.

Last year, we were not an earnings company, and we were not generating the robust cash flow that we're generating this year. At the beginning of the year, we were not. And during the third quarter of this year, our third full quarter with full operations at Chapada and Sao Francisco, in particular, we realized an increase in quarter-over-quarter revenue of approximately 300% over the comparative quarter, and 9% from the immediately prior quarter; mine operating earnings of $125 million; cash flow from operations of $105 million or $0.30 per share; adjusted after-tax earnings of almost $72 million, or $0.20 per share; cash cost containment at our major mines, both before and after byproduct credits; increase in operating margins on our gold production, as Chuck will go through in greater detail in a few moments; increase in gold production quarter-over-quarter, and increase in revenue quarter-over-quarter.

We have consistently said that we would deliver consistent financial performance in terms of cash flow and earnings at the beginning of 2007, and I hope we can say to you with some confidence and comfort that we have demonstrated that. And that's the hope that we'll continue to achieve.

Yamana delivered one of the best returns on invested capital and return on investment in the industry, and we plan to continue to deliver strong cash flow, earnings and returns for shareholders, along with growth in underground resources and growth in production, at the same time, to the advancement of these developments efforts, and ultimately taking, as I mentioned, that 2.2 million ounces of sustainable production from 2012 on.

So, from a baseline of under 1 million ounces pro forma this year from this combination, to 1.2 million ounces imminently in 2008--we're almost into 2008--and then growing on a step-up basis to 2.2 million ounces by 2012,a and thereafter. All of our growth comes from gold, all of our exploration relates to gold. And we're fully leveraged to gold and the gold price.

Seven mine product development stage projects, an exceptional exploration package fully funded in all of our operations, strong cash position today, with a growing cash balances as a result of the robust cash flow that Yamana continues to deliver--we have all of the assets in place to achieve that goal.

And with that, perhaps, if I can turn it to Chuck for the more specific results for the quarter.

Chuck Main

Thank you, Peter. Good morning and welcome to everyone. Peter has already given an overview of our very strong production and financial results.

On the last call, I talked briefly about the high quality and hardworking Yamana staff. I'm glad to report that we have made a significant addition to that team by virtue of the team that is joining us from Meridian. When we first went to Reno, we were definitely impressed with the high quality team there. We look forward to working side by side.

The third quarter saw the company realize various new financial records, including revenue, operating profit and cash flow. The year-over-year increases in operating profit and cash flow are extremely strong, and we made positive progress Q3 over Q2. The adjusted earnings of $71.5 million after-tax, and sales of $200 million for the quarter, were milestones that continue to reflect the benefits of our organic and acquisition growth. Our year-to-date revenue now exceed the $0.5 billion level.

Excellent progress has been made on the production front for the third quarter, with quarter-over-quarter gold production increase of 9%. Gold production quarter-over-quarter increases were 13% at Chapada, 51% at Jacobina, 26% at Fazenda Brasileiro. Concentrate production at Chapada was up 9%.

And we've added a new line to the Sao Francisco mine statistic charts, called full recovery rate. The full recovery rate of 77% reflects the rate we are achieving for heap leach pads that have needs for the full extraction cycle. The recovery rate previously disclosed is a calculation of gold recovered, provided by gold placed on the heap leach pads. That calculation does not take into account the six-month leach cycle at Sao Francisco and future amounts of gold we'll recover.

Cash flow from operations before changes in working capital was about $105 million, representing an increase of 15% over the second quarter, and 618% over the comparative year quarter. There are various overviewed points that affect the financial statements. The income statement and production information includes revenue for full quarter for our five mines.

The prior quarter, Q2 2007, reflects the results of operations at six mines -- as Fazenda Nova sixth mining in the second quarter, although there were 500 residual allowances recovered from Fazenda Nova in the third quarter. The corporation, in third quarter 2006, includes the results for the same mines, excluding Chapada, and had two months of production at Sao Francisco, which commenced commercial production on August 1st, 2006.

On adjusted earnings, we have adjusted for the same items that we have in the past. The most significant adjustment is to add back the $50 million non-cash unrealized loss on the mark-to-market on the copper forward contracts. This represents 82% of the adjustment items. It is an important point that, although the contracts commercially achieved the objective of hedging the copper prices, an accounting anomaly does not allow us to use hedge accounting, as there are two metals in the concentrate. We continue to review the merits of this anomaly.

If hedge accounting was permitted, the mark-to-market loss would not appear in the income statement. We believe that adding the mark-to-market loss back more accurately portrays the economic substance. For this reason, and because it is unrealized as a non-cash item, it is a reconciling items in determining our adjusted earnings.

The net earnings for the current quarter was $30 million, and for the comparative period last year, it was a loss of $12 million, providing a year-over-year improvement in quarterly earnings of $42 million. We pay particular attention to cash flow generation as a measure and indicator of value creation going forward. The cash flow from operations prior to working capital movements was $105 million, or $0.30 per share, in the third quarter. This represents an increase of 15% over the second quarter level. We consider this to be a major accomplishment.

Our operating margin, excluding depreciation per ounce, for the third quarter has increased to $1,100 per ounce, a 9% increase over the second quarter this year. Therefore, we have been able to increase our cash margin per ounce during the quarter despite pressures on our cost structure due to higher price commodity inputs and the impacts of the exchange rate.

Our realized gold sales price per ounce was $686 per ounce--roughly equivalent to what it was in the second quarter. Our realized copper price for the quarter was $3.54 per pound, with current spot prices around $3.26 per pound.

Cash cost per ounce of gold produced after byproduct credits declined a negative $339 per ounce. A significant decrease in cash cost were achieved at Fazenda Brasileiro, where costs decreased 16% quarter-over-quarter.

A portion of operating cost at Jacobina starting in August are no longer being charged for the sill pillar failure account. With production continuing to ramp-up to normalized levels, the unit cost at Jacobina will be on the decline in the fourth quarter. The unit cost will also be favorably impacted by the increasing quantities of ore grades from Canavieiras in the fourth quarter. The blended ore grade in the fourth quarter is expected to be approximately 2%, 2 grams per ton.

The operating margin loss for Jacobina in the second quarter of approximately $3 million has now reversed to a small operating profit in the third quarter, and future profitability improvements are expected at Jacobina. Our treatment charge per ton of concentrate gold at Chapada was $77 per ton, and the copper refining charge was approximately $.077 per pound of copper sold. These levels will vary in particular quarters, depending on the customer mix.

We continued investing for the future with total capital expenditures of $63 million, which included $14 million on mine construction, and $9.3 on exploration. Significant capital expenditures by mine includes $23 million at Jacobina, reflecting progress on the expansion plan at Jacobina, and $18 million at Gualcamayo, reflecting construction and exploration value-adding activities.

The current reais hedge group is at R$195 million over a three-year period, and an exchange rate of 2.316 to 1. The year-to-date gain on the currency hedge was approximately $19 million, of which $1.2 million is treated as other comprehensive income.

A couple of comments on the tax expense. The overall provision rate was 33% for the current tax provision, of which 28% is related to deferred taxes. It should be noted that 12% of the effective tax rate relates to unrealized exchange gains on the intergroup debt never has been realized. The tax rate excluding this gain on the intergroup debt was 20.5% for this quarter.

We have commenced the implementation of a global restructuring plan in order to minimize the annual global effect of tax rate; the restructuring plan will be completed by the end of the year. The full impact of this plan will be realized in 2008.

Our balance sheet continues to be strong, with $67 million in cash at quarter end, along with accounts receivable of $130 million, of which additional cash of $79 million was collected, subsequent to the quarter end. As at the quarter end, there was no long-term debt.

Subsequent to the quarter end, $700 million was drawn down on our acquisition facilities relating to the Meridian and Northern Orion acquisitions. This debt bears interest at LIBOR, plus a margin of 135 basis points for six months. After six months, the margin reduces by a reference to a grid based on debt to EBITDA. We expect that the margin will be approximately 95 basis points. Three months LIBOR is currently at 4.9%, so overall, the interest rate will be in the range of 6% to 6.25%.

Looking forward to accounting for Meridian, Northern Orion in the fourth quarter, it should be noted that Meridian will be treated as a multi-step acquisition; we expect to own 100% by year-end. However, there will be a minority interest in the earnings relating to Meridian in the fourth quarter. Our interest in Meridian Gold's earnings as of October 15th will be 78% thereof, until November 2nd. At that date, our interest in their earnings will be 90%, until 100% ownership level is reached. Amalgamation with Northern Orion occurred on October 13th, and we have 100% interest in Northern Orion from that date.

Meridian has filed its third quarter report, and it's available on SEDAR. Northern Orion will not be filing a third quarter report. Key statistics for Northern Orion for the third quarter are, in millions of dollars, equity in earnings of Alumbrera, of $19.1 million, net earnings $20.7 million, cash flow from operating activities $25 million, copper production of 6.2 million pounds and gold production of 22,000 ounces. The Alumbrera cash distributions received for the nine months were $80 million, of which $24 million was received in the third quarter.

Pro-forming the amount of common shares will be as follows. It was 356 million shares outstanding at September 30th on the 78% take-up. On October 12th, we had another 179 million shares. Another 24 million shares on the 12% take-up, takes us to 90%. And we'll be issuing another $23 million on when we take-up the remaining 10%. We issued 84 million shares for Northern Orion, and therefore, the pro forma shares outstanding will be 666 million.

For accounting purposes, the purchase price of Meridian will be approximately $3.2 billion with $1.8 billion as the purchase price discrepancy. The purchase price allocation will be assessed and the preliminary script will be available at year-end. We anticipate a significant portion being allocated to mineral properties and a small allocation to goodwill, although this is subject to more detailed analysis. The total purchase price for Northern Orion is anticipated to be approximately $1.3 billion, with a purchase price discrepancy to be allocated of approximately $465 million.

With that, I'll now turn the call back to Peter.

Peter Marrone

Thanks very much, Chuck. I want to leave you with some messages before entertaining questions. As you know, I am a Yamana shareholder and I strongly believe that there is incredible value and upside to our stock price. Last quarter, I noted that there are other gold companies that show comparable profiles, financial profile than ours and those companies that are trading at prices per share at multiples where Yamana is trading. And so, for the benefit of the shareholders in this company that have been patience throughout this transaction, and as a shareholder myself, I hope I can confidently say to you that it is only now a matter of time.

Now, what I have referred to as the transaction noise surrounding this transaction is dissipating, there is no reason why Yamana should be trading at a level that it is trading at given the financial performance in particular that we've demonstrated over this quarter, and quarter-by-quarter. Yamana's trading based on our estimation, a low cash flow multiple compared to peers, a low earnings multiple compared to peers, and a low multiple compared to net asset value. And which doesn't account for the eminent value enhancement events that include: our resource estimate and feasibility study at C1 Santa Luz by the end of the year; our resource estimate at Mercedes in the first quarter of next year followed by our feasibility study at the end of that year; our resource estimate at each of Jeronimo, Millo, La Pepa, and Amancaya early next year.

Continued advancement of Agua Rica, and capitalizing in its true value potential, particularly in light of recent comparable transactions which would place a significantly higher value on this project than what we had assumed when we purchased Northern Orion, continued evaluation of our development work at the Bonanza vein at our El Penon mine--where at present, we do not have a published resource estimate, although it shows high grade and scale—suffice it to allow us to say to you that we have a target production level of 500,000 ounces of gold equivalent per year from that El Penon mine, which is a significant increase over the current production level, and also, of course, the upside that comes from our advanced exploration efforts.

These are short-term and intermediate events, but we believe we will increase our value. And in the meantime, we plan to continue to deliver on our current and plant operational and financial performance. We have consistently indicated that our mines will deliver robust operational performance, earnings and cash flow and returns for shareholders, and they are doing so. And I believe that they will continue to do so. And so, I believe that the Yamana share price will appreciate and begin trading at levels that are reflective of the strength and significant growth potential of this company, as reflected in the current performance from the quarter that we just completed.

And finally, I'd like to say, on behalf of this entire team--I'd like to thank our shareholders for the continued support and encouragement during the past several months, as we completed these transactions, and I'm confident in being able to deliver some strong even stronger performance going forward with the completion of these transactions.

And with that perhaps that we can now open up the floor to questions.

Question-and-Answer Session

Operator

(Operator Instruction) Our first question is from David Stein of Cormark Securities. Please go ahead.

David Stein - Cormark Securities

Thanks, good morning, and congratulations on the quarter; it looks pretty good. First, I wanted to ask about the hedge accounting. You have a realized accounting, or realized hedge loss, of $9 million, Now if I back-calculate some of your revenue line, the copper that…realize, copper price…I am getting $339 a pound, and should I take that $9 million divided by your production and put that, as well, to get the real realized price? Is that how the accounting works?

Chuck Main

The other factor that I think you need to include, is that in the revenue line, we got the treatment in refining costs. So, I think that needs to be taken into account,t the hedge being—are--losses, are not showing up either in the revenue line.

David Stein - Cormark Securities

Yeah, right, I figured that out. And would you guys consider reporting a realized price of copper in the future, anything like you don't report it?

Peter Marrone

No, we'll certainly look at that, David. I don't see any reason why we wouldn't report a realized price of copper, and by realized price of copper, to be clear, you're saying after deducting treatment and refining costs.

David Stein - Cormark Securities

Yeah, and after hedging, is all.

Peter Marrone

Yeah, fair enough. We'll certainly consider that. I think I see your point. I think, show the after hedge, and after TC/RC impact on our copper production.

David Stein - Cormark Securities

Right, because the other thing is the timing of sales where the concentrate can affect that number, as well, so?

Peter Marrone

There is an element of complexity to it, as all companies have produced concentrate, we'll tell you, and part of the reason for it is because of the method in which payments occur, with a provisional payment and then final payment that is made. And often, that final payment is made during what is referred to as, a quotational period, and that quotational period can be anything from two months to four months. And so, there is an element of further complexity to it, is that we'll get some thought how the property reports, and we may be in the position to be able to do it on the production basis, and also on a cost of copper sold basis, as well.

David Stein - Cormark Securities

Okay, great, thanks. Second question: on the unrealized mark-to-market thing in these financial statement, you thought, if I look at the balance sheet and take your derivatives liability with that, will that only be covering the copper, or does that also include your reais hedges, as well?

Chuck Main

Yes, it also includes the reais hedges.

David Stein - Cormark Securities

Okay. And so your $51 million unrealized numbers, does that include reais related hedging?

Chuck Main

No, that’s on the copper.

David Stein - Cormark Securities

That’s only copper. Okay.

Peter Marrone

What we are trying to show, David, is the impact if we were able to get, as you further say, before the economic impact has a hedge. But companies have produced concentrate and don't produce just the base metal, just the copper and gold separately. It's difficult under accounting rules to get hedge accounting, and so what we are trying to assure the impact of, if one were able to get hedge accounting, because truly, that’s the economic impact of this, but accounting rules don’t get up to that point. So, there is an impact on the mark-to-market, so we are adding back only the mark-to-market impact on the copper, not on the real hedge.

David Stein - Cormark Securities

Right, and I personally hate that rule, and I've been dealing with it for year now, for what its worth. But, if we know the number, that you are actually marking-to-market in the copper, then you might be able to make an attempt at estimating it next, because next quarter, the copper price is trading, you are going to be looking at a positive mark-to-market, I would assume. So, in any case if you want to semi it out later, split it out between more -- what is the actual liability on the balance sheet for copper only versus the reais, that would help I think?

Peter Marrone

We consider that separately, yes.

David Stein - Cormark Securities

Okay. And, finally…

Chuck Main

Just on the reais, we are getting hedge accounting there. So, the benefit of that hedge is showing up in the operating cost line.

David Stein - Cormark Securities

Okay. Finally, your G&A in the quarter, it wasn't out of line from the previous quarter, but I am wondering, now that your Marine deal is out of the way, will that start to go down either in Q4 or Q1 or is the $11 million a quarter going forward, is that what we should be expecting?

Chuck Main

There is a little bit of noise in that number relating to the transaction, but not substantial, in dollar terms. So, I think that there is some reduction that will happen as a result of not having the ongoing transaction, but it will be smallish in nature or it's not too far to correlate.

David Stein - Cormark Securities

Okay. Thank you very much.

Peter Marrone

Thanks, David.

Operator

Thank you. The following question from Brian Christie of National Bank Financial. Please go ahead.

Brian Christie - National Bank Financial

Yeah, good morning, guys. Just couple of quick ones. Chuck, you alluded to -- you're kind of restructuring your taxes. Just wondering if you can give us a ballpark 2008 tax rate? And then Peter, I am wondering if we've got kind of number out there for the cost of both the Northern Orion and Meridian transactions?

Chuck Main

On the tax rate, as operationally now, we were running effective at 25% tax rate. And then, what we have quarter, is we have adjustment to that, that reflect kind of the non-recurring activities that can take it up or down, and the overall rate including differed taxes is 33%. So, the new international structure has the objective of reducing that 25% operational rate down. We are hoping to pick up 2-3 percentage points from that 25% level. But we will continue to get the ups and downs from the non-operational items that do affect the tax provision rate.

I think I mentioned, in respect to the total purchase price, that Meridian would be in the neighborhood of $3.2 billion, and Northern Orion total purchase price will be approximately $1.2 billion.

Brian Christie - National Bank Financial

Yes, that was great.

Peter Marrone

Brian, so you were asking a question.

Brian Christie - National Bank Financial

The ancillary fees, Peter, like what are we going to see as charges for investment banking fees, etcetera, for the transactions?

Peter Marrone

Yes. The Meridian has in its financial results included a number for its transaction cost to the end of the quarter. So, including those numbers, we are expecting, in terms of total transaction costs, and we are just calculating these, Brian--so bear with us--we are expecting approximately in the range of about $120 million-$140 million. That includes change of control numbers, as well.

Brian Christie - National Bank Financial

Yes.

Peter Marrone

So, that would be the range that we would expect in, and my inclination would be to go towards that higher end, closer to $140 million as we calculate the totality of it. How we treat it from an accounting point of view, we are now determining.

Brian Christie - National Bank Financial

Okay, great. Thanks, Peter.

Operator

Thank you. The following question is from Rodney Stevens of Salman Partners. Please go ahead.

Rodney Stevens - Salman Partners

Hello there. Just quickly, the fees of the transaction. Do you expect to report that in Q4, or by year-end, or is that something that's going to be in next year?

Peter Marrone

I will leave it to Chuck, just to go through the detail of it, Rodney. But my recollection for your benefit is that Meridian did report some of those transaction costs that I have referred to in its quarterly results for Q3. Chuck, did you want to supplement that?

Chuck Main

Yeah. Those will all be paid primarily in the fourth quarter, and we will be treating those as part of the purchase price consideration for Canadian GAAP. We need to look at the US GAAP treatments and for the US GAAP reconciliation that could be in the P&L.

Rodney Stevens - Salman Partners

So likely in the year-end report?

Chuck Main

Yes.

Rodney Stevens - Salman Partners

Okay. And I presume you are going to continue to expense all your explorations?

Chuck Main

It is something that we are going through a complete review of all the accounting policies across the group as part of our transition measures. So that one, is there is a clear difference between what we do and what Meridian does. So, we will be reviewing that during the fourth quarter as part of our review of making sure that all the accounting policies are consistent between the three companies that are combined?

Peter Marrone

Just to be clear for the benefit of the people on the call, Rodney. As you are aware, we capitalized our exploration expenses, whereas Meridian had historically expensed those numbers, and what Chuck is referring to is, we are looking at a complete review of all of the accounting policies. So, we have been capitalizing our exploration expenses for reasons relating to hot weather, our exploration of the core Meridian was taking a different approach as it related to their exploration efforts. And now, with this combination, we'll be looking at that, along with others, in terms of how much of it we would be expensing, and how much of that we would be capitalizing.

Rodney Stevens - Salman Partners

Okay. And then I guess is it safe to assume that the operations of Meridian and Northern Orion will begin to flow through the P&L in Q108?

Chuck Main

No. It will start to pull through in the fourth quarter. We took up 78% on October 12, so we will effectively have pick up our share -- in the income statement we'll actually pick up a 100%, but then there will be a minority interest for the portion that we did know, from October 12 and November 2, and then in November 2 we have 90%, so we'll pick up 90% of the earnings effectively in Meridian for the period from November 2 until a point in time that we have a 100% ,which we should be, prior to the year-end. On Northern Orion, the amalgamation was effective October 13, so we will be picking up a 100% of their earnings from that date.

Rodney Stevens - Salman Partners

Okay, thanks. And just a couple of few other questions. CapEx going forward 2008, do you have any estimates yet?

Chuck Main

We were going through the budgeting process now, so it's going to be something that we're going to be looking at over the next, probably, month. So, it maybe a little bit early to talk about that. We've looked at the fourth quarter, and fourth quarter would be around $120 million.

Peter Marrone

We have reported in our MD&A, though, that our expectations for CapEx between now and 2010 is approximately $1.1 billion -$1.3 billion. And that's part of the effort to develop these new projects and the expansion that we have in the works, and take it to the 2.2 million ounce per year production level. I would anticipate a significant portion of that would be in 2008 and 2009, then declining into 2010. But what the actual number is allocated for the fiscal year 2008 and 2009…we're just going through the budgeting process now, Rodney, and we should be delivering that, along with our guidance for 2008 and 2009, in early January.

Rodney Stevens - Salman Partners

Just finally, I don't want to hold up the call, have you published or are you about to publish, the scoping studies on the economics of the pyrite concentrate at Chapada? Can I get a copy of that or is that coming out?

Peter Marrone

Well, we already published the scoping study for the pyrite concentrate. As we mentioned in that announcement, the next step was to look at the marketing plan, and that is in progress. And then it goes through a feasibility study, and then, ultimately, it goes through the process of starting with the production and delivery of pyrite concentrate.

Rodney Stevens - Salman Partners

Okay.

Peter Marrone

As we said in that announcement, Rodney, we have one or two opportunities. One is to build the sulfuric acid plant and operate it. And the other is to give it to a third party and take a royalty, along with the additional copper and gold coming from that pyrite concentrate. And clearly, the return is about the same on both, but the expectation is that we will put it into third-party hands. It will be those nickel producers that are looking at establishing nickel production in the areas around Chapada that we believe would be better suited to build the plant and operate it.

And nickel production, if I understand correctly based on what we're doing on the marketing, roughly 60% of the cost of production of nickel is allocated to sulfuric acid. And so clearly, a ready supply and a local supply of sulfuric acid will be very important in terms of that nickel production. And that's clearly what's coming out of our marketing studies, so far.

Rodney Stevens - Salman Partners

Okay. Thanks very much.

Peter Marrone

Thank you.

Operator

Thank you. The following question is from Anita Soni. Please go ahead.

Anita Soni - Credit Suisse

Good morning, gentlemen. Congratulations on a good quarter there.

Peter Marrone

Thanks, Anita.

Anita Soni - Credit Suisse

My question is with respect to the shares outstanding. Can you guys go over what the fully diluted number would be? I thought the basic was $660 million. And just how many -- I missed on the Northern Orion -- how many shares is that, one-tenth?

Chuck Main

The Northern Orion was 84.

Anita Soni - Credit Suisse

84, okay.

Chuck Main

And that gave us a total of $666 million.

Anita Soni - Credit Suisse

Okay.

Chuck Main

And then, we have the amount of warrants outstanding that would add another $17 million, options, $10 million, Northern Orion warrants of $31 million and their options of $7 million, which would take the fully diluted number to $733 million.

Anita Soni - Credit Suisse

Okay. And also, on your TC/RC, is that $.077 per pound, is that right?

Chuck Main

It's around $77 per ton for the treatment charge; $0.077 refining charge per pound of copper.

Anita Soni - Credit Suisse

Okay. I think that's it. All the other questions were answered.

Operator

Thank you. The following question is from Steven Butler. Please go ahead.

Steven Butler - Canaccord Adams

Good morning, guys, or almost, a good day. Chuck, is there no price participation on your copper at the moment or is there?

Chuck Main

In most of the contracts, there is some price participation. And it is limited in the largest contract to an amount exceeded a long time ago, so the amount of the price participation is not that large because of that limitation.

Steven Butler - Canaccord Adams

Okay. How do arrangements look like as you go into next year? I've been hearing from other producers that it looks quite good now from a producer side of things going into next year's contracts.

Chuck Main

Yeah, the market is fairly favorable for selling, entering into new contracts and selling copper on the spot market. We made the decision very early in the process that we wanted to make sure we had a home concentrate, and therefore, we entered into long-term supply contracts. Therefore, a large portion of our 2008 production is already arranged under those contracts. We will have some spot sales that would allow us to participate in that favorable market, but it would be less than 15% of total sales.

Steven Butler - Canaccord Adams

Okay. And just to clarify, Chuck, on the cash cost since you've had a net of the copper credits per ounce, does that include or exclude the copper hedge, including both the forward sale and the coal option components?

Chuck Main

It excludes the impact of the copper contract. The copper contracts, because we're not treating as a hedge and we treated below the margin line, we treat that as a financial transaction, and we don't show the impact in the cash line.

Steven Butler - Canaccord Adams

Okay. Just on the theme of Chapada again, Peter, is anybody else operationally in the line? The steps that you guys are taking to get towards -- I think you touched on some, Peter, on the Analyst Day -- steps to get to the 16, at least the interim 16 million ton per year target level. I know you annualized out in Q3 at about $13 million tons.

Peter Marrone

And that $13 million that was all in the same quarter, original with the feasibility study. So we're right on target with the -- I think they're actually above the feasibility study. The feasibility study for this year was annual rate of 12.7 million tons. So we're exceeding that rate and we're seeing throughput increases every quarter. So that's continuing. And we've got very specific programs of looking at ways that we can de-bottleneck within that plant and take the production level up to the first instance of $16 million, and then we're looking at probably two years out of almost doubling the throughput at Chapada.

Steven Butler - Canaccord Adams

Great. Any comments guys, not to pick on it big time, but the gold recovery slipped a little bit in the third quarter despite a higher head-grade down to 74%, recovery is still not bad, but a little bit of slip from Q2.

Peter Marrone

At Chapada?

Steven Butler - Canaccord Adams

Chapada, yeah.

Peter Marrone

Yeah, I think it's just the nature of the timing of the ore. We also have other initiatives on ways to increase the recovery rate at Chapada. And I think we'll see them going back towards steady levels. And again, this whole program initiative is to increase the cash flow and the NAV of our projects. We'll then be looking at ways to intake feasibility study levels.

Chuck Main

And Steven, we, just if I can pick up on two points, as you know, we've said that it would take 8 to 9 months -- we will take 8-9 months to get to our production profile at Chapada that was consistent with feasibility study. So getting to 74% production, even if it's modestly lower than the previous quarter.

You would anticipate that on a quarter-by-quarter basis, but we are ahead of where we thought we would be in terms of the production profile, recovery rate, and a throughput at Chapada at this point.

The other point that I wanted to mention is, that I don't know if this is the part of what you are asking, when we report our co-product cost at Chapada, we aren't including treatment and refining costs and transportation costs in those numbers.

Steven Butler - Canaccord Adams

Yeah, you are correct. That was more of a hedging issue.

Peter Marrone

Okay.

Steven Butler - Canaccord Adams

The last question, guys, the coarse gold, the timing at Sao Francisco in terms of -- perhaps, I guess, to ask it in a different way--mining more exclusively fresher ores, when will that occur again?

Peter Marrone

We are expecting that Sao Francisco has more complexities in ore body than what was initially anticipated in the feasibility study, but we have a very good handle on it. As you know, we are getting this coarse gold effect in the marginal ore. We are getting in the coarse gold effect in areas that are mineralized at a great level that is consistent with the dump pitch ore or better than the dump pitch ore.

I think what you are asking, Steven, in the fresher ore as you see some of the coarse gold effect in some of the harder rock and where we have the main ore. And we had originally anticipated that we would be there and this is late last year, we'll be there in the second half of this year. But [technical difficulty] continuing [re-implication] of the ore body -- in the areas of high-grade that are not the result of coarse gold, but the result of more conventional fine gold. And so we are looking at -- that would not be processed through the gravity plan. And so in terms of the optimization of Sao Francisco, we're looking ultimately getting to that area of fresher ore that you are referring to into the middle, the second quarter of next year, by the end of the second quarter of next year.

Steven Butler - Canaccord Adams

Okay. Thank you, Peter.

Operator

Thank you. The following question is from [Senthal Goslan]. Please go ahead.

Senthal Goslan

Good afternoon. Chuck, could you give us a sense of how much line of credit do you have available besides the $700 million that you're going to use for the acquisitions?

Chuck Main

Yeah, the $700 million is the extent of our available credit. And with the future cash flows of $500 million to $600 million per year, the plan is that that $700 million is split into $400 million term loan and $300 million line of credit. And with those robust cash flows, what we'll be doing, time is drawing down, repaying the revolving line of credit, and that part is the available standby credit.

Peter Marrone

Senthal, we also have cash balances in the company. Well, let me rephrase that in the three companies coming together. And after expenses, those cash balances will be used to pay down lot of credit portion. So our expectation is that most, not all of the line of credit, by the time of the 100% take-up of Meridian by the end of the year will be completely free.

And I should also mention that, as you are aware, there is significantly more of credit capacity in the company than the $400 million plus. So just to pick up on what Chuck was saying, the $300 million line of credit would be repaid almost immediately with the existing net cash balances and the $400 million, we'll repay a portion from the existing cash and the balance of it with the continuing cash flow that's generated in the efforts of three company now combined into one. And, as you may remember, that term facility of $400 million is five years, but we can make it early.

Senthal Goslan

There is a lot of noise on the conference call. I don't know. I picked up most of it, but it's a little bit hard to understand. Sorry about that. Secondly, could you give us a breakdown of the depreciation on asset per asset basis that you have in the quarter? You have like $16 million?

Chuck Main

Yeah, on a per ounce basis, MFB was 66; Sao Francisco, 89; San Andres, 52; Jacobina, 114; and Chapada 102. So was that clear, Senthal?

Senthal Goslan

Yes, that's good. And the first one you mentioned, 66 for…?

Peter Marrone

Brasileiro.

Senthal Goslan

Okay. That's it. Thank you.

Peter Marrone

Thanks, Senthal.

Operator

Thank you. The following question is from Barry Cooper. Please go ahead.

Barry Cooper

Yeah. Some question on your guidance where you indicated that you would have basically 170,000 ounces for the fourth quarter or 30% higher than where you are right now. Where is that going to come from, and how are you going to achieve it?

Chuck Main

For the fourth quarter, we are looking at ranges for Chapada of 50 to 60; Sao Francisco, 30 to 36; Jacobina, 24 to 29; Brasileiro, 20 to 25; San Andres, 15 to 17; El Penon, 55 to 60; Minera Florida, 15 to 20; and Rossi, 5 to 7.

Peter Marrone

The 170, I think are you referring to just the amount of mines?

Barry Cooper

Yeah, that's what my impression was. Basically, I think you said you are going to have 300,000 ounce in second half, which excluded the acquisitions. And your enroll number is 130 for Q3 so that implies 170 for Q4?

Peter Marrone

Yeah, that's correct. And most of that will come, pick up on what Chuck was saying, Jacobina has ramped up and starting to push Canavieiras or Jacobina will increase the Jacobina rate. So a big portion of it comes from there. It's a continued ramp up at Chapada and Sao Francisco performing into the fourth quarter at a better level than it performed in the third quarter. And as you saw that there was increase from second quarter to third quarter, and we expect that increase to continue from third quarter to fourth quarter.

Barry Cooper

Right. Okay. But I am correct in assuming that the 300 was ex the acquisition?

Peter Marrone

That's correct.

Barry Cooper

And then, maybe you could clarify in the end MD&A--you give sort of a pro forma gold production for the combined units there--but you have got an NA under the cost per ounce for Northern Orion. I am just wondering why that occurs?

Peter Marrone

Sorry, you've faded out for a little bit, Barry, we're having the same difficulty that Senthal had before. What was the question?

Barry Cooper

In the end MD&A, you've got a pro forma gold production level there, along with operating cost for each asset. But in the Northern Orion, pro forma portion, you've got an NA under the operating cost per ounce. And I'm just wondering why that's being shown as NA, whereas you give the operating cost for everything else?

Chuck Main

Yeah, we do an equity pick up on their interest in Alumbrera. And we need to get into more detail on what the forecast is for Alumbrera in the fourth quarter.

Barry Cooper

No, that's not what I'm referring to. On page 22, you have the amount of gold, the 131,000 ounces of production at negative 339, and then even El Penon, Minera Florida, Alumbrera, and you have 22,000 ounces of gold produced from so many tons of copper. But under the cost per ounce which you give for everything else, you have got NA under Alumbrera.

Chuck Main

Yeah, it basically wasn't available to us at that time.

Barry Cooper

I see. Okay. Good enough, and thanks.

Operator

Thank you. The following question is from [Robert McLeary.] 0.34 Please go ahead.

Robert McLeary

Hi, my questions have been answered in the previous questioning cycle. Thank you.

Peter Marrone

Thanks, Rob.

Operator

Thank you. The following question is from [Robert Dunn]. Please go ahead.

Robert Dunn

Yeah, in essence, I'd like to ask that why do you sell the forward contract for copper for so far out. Is it a requirement by the lender who give you credit?

Peter Marrone

No, there is no requirement there. Robert, there is no requirement for us to do anything as it relates to hedging any of our production. We made a strategic plan a few years ago that we would not hedge our gold production. However, because we have by-products, and principally at the ton copper--because we have that, what we'll do is we'll try to underpin a low cost of production for each gold ounce that we produce by applying coppers a by-product credit.

And so, what we try to do, is we try to say, well, let's take copper and hedge it forward--at least hedge a significant portion of our production forward, so it allows us for a sustainable period of time to underpin a low cost structure for our gold production. So that's why we hedge the copper that we have into the four-year period that we have.

If you consider it to be really look at it backwards, we said how do we get a number that's close to $3 per pound for our copper hedges and what would we have to hedge to get that, while at the same time maintaining some reasonable improvements as it relates to production at our mine.

And so what it does is, it averages for the next four years approximately 40% of our production as an average for the next four years is hedged. So we worked at it backwards and said, how do we get close to $3 per pound that we can then apply as a reduction to our cost of gold production and what do we have to hedge to get there, while at the same time coming close to that 40% production level that we felt is prudent, from an operational point of view.

No requirement at all from any lender or anything of that nature. Indeed, we took on this approach when we had zero, that in the company there is no requirement, either even the facilities that we have the 400 million ,and the 300 million that Chuck referred to, there is no requirement for any hedging, and we would not agree to that, there any program that we have with our lenders.

Robert Dunn

And do you anticipate that since we sell forward for the copper, so do you anticipate no production -- production is no problem to be able to do this again?

Peter Marrone

That's correct, and that's why, if you look at -- now that's what I meant by, you have hit the nail on the head, that's what I meant by operational prudence, 40% is considered a number that we think is a reasonable and prudent number on a mine-by-mine basis. We wouldn't hedge more than that level of production as an average going forward. That's a number that I think is consistent within industry practice and is prudent in terms of operational performance.

Mining is a complex event, and so one never knows what could happen in a mine. If there's a slowdown in production, for things that are completely outside of your control, you want to be able say that you have a delivery program in place for something like our copper hedging that is reasonable than that is manageable, and that 40% of something that we think is very reasonable and manageable.

Robert Dunn

Question is about, in the early beginning, the single figure, is that the current stock price trading -- doesn't it affect the real value of the company. Could you give us some figure on the enterprise value based on what our -- these certain resources, how much gold equivalent are we selling right now on the market today is a 1450 per US dollar?

Peter Marrone

I wouldn't be able to give that number, and largely we're going on the basis of bearing in mind also, that we produce more than just gold, and we would have to do it on a gold equipment basis, if you're looking at that type of analysis, but we go on the basis of analyst consensus. If you go on our website, we do indicate what the consensus views of analysts are, and the multiple as compared to a peer group that we show on those website presentations that indicate our multiple through net asset value, our multiples of cash flow and our multiple earnings. And as you've heard me say before, I am a strong believer in cash flow, the growth in cash flow and sustainability of cash flow. And that's where we are at our lowest point in terms of multiples, where we trade at a deep discount to the peer group in terms of our multiple to cash flow by comparison to the peer group.

On the net asset value basis, we are close to peer, but well below the top of the peer group. And in addition to that, we have some value enhancers that I think are eminent, but over the course of the next few months, and certainly into the first quarter of 2008, we'll be able to demonstrate, I believe, some of those value enhancers that I've referred to in this presentation that will allow us to be able to justify our higher net asset value. And as a result of that, based on the current price, although the multiple to net asset value, that's what I was getting at, Robert.

Robert Dunn

Okay. So, for all the pricing, you mentioned on those copper and gold, are they differed to US dollar or Canadian dollar? I imagine the US dollar.

Peter Marrone

Yeah, we are referring to US dollar.

Robert Dunn

Thank you.

Peter Marrone

Okay. Thank you, Robert.

Operator

Thank you. The following question is from Anita Soni, please go ahead.

Anita Soni - Credit Suisse

Hi. Just a couple of follow-up questions. Chuck, I missed the guidance for Q4 for San Andres and Minera Florida and Alumbrera because you were cutting out there, could you just repeat that?

Chuck Main

San Andres 14,000 to 17,000. Minera Florida, 15,000 to 20,000, and the El Penon 55,000 to 60,000.

Anita Soni - Credit Suisse

And Alumbrera?

Chuck Main

No, we don't have a forecast at this time for Alumbrera.

Anita Soni - Credit Suisse

Okay. And, can you just finally refresh my memory on the next set of major deliverables from your point of view, in terms of year end updates, reserve resource statements, expressions results, I know you got the mine tour at the end of the month. So, what can we look forward to in the next few months?

Peter Marrone

Yes, mine tour is the end of November, the first couple of days of December, and that will be the completion, Anita, of our marketing camping that began on October 18th, with our Analyst Day. And then, in terms of deliverables, in terms of operations and exploration, an update on Amelia Ines/Magdalena in terms of an advancement of the resource estimate and feasibility study for that at Gualcamayo. And again, as you are aware and others maybe aware of Gualcamayo is pretty distinct to deposits, QDD which is the main open-pit deposit, Amelia Ines, which is now under construction. Amelia Ines/Magdalena which is the satellite open-pit, and then QDD Lower West, which I referred to, which is the area of underground for Central. And so, we would plan to have a resource estimate for an update to the feasibility study for the satellite Amelia Ines/Magdalena.

We are advancing a possible resources estimate for QDD Lower West, as well. By the end of the year, we'll also have our feasibility study on C1 Santa Luz. And then, sometime after the year end with a cut off of the year end, we'll have a resource update on all of our projects--and we are going to that process now--but the ones that would be most meaningful would be Mercedes, and the advanced exploration projects that came to us as a result of the Meridian acquisition.

Anita Soni - Credit Suisse

Thank you very much.

Peter Marrone

Thank you, Anita.

Operator

Thank you. There are no further questions registered. I'd like to turn the meeting back over to Mr. Marrone.

Peter Marrone

Ladies and gentlemen, thank you very much for that, and I appreciate you making the time and we'll look forward to a further discussion with our year-end results, sometime into the new year, and my confidence, as I mentioned before in our continuing increase in production, as Chuck went through, and an increase in cash flow earnings, and hope you will agree with me that we have delivered a strong financial performance as we promised at the end of the second quarter, and our expectation is to continue to deliver that into the current quarter.

So, thank you very much to everyone for attending the call.

Operator

Thank you, gentlemen. This concludes today's conference call. Please disconnect your lines. And thanks for your participation.

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