EXHIBIT 99.5
FORM OF PROXY SOLICITED BY THE MANAGEMENT OF YAMANA GOLD INC.
FOR USE AT AN ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
JUNE 24, 2004
The undersigned shareholder(s) of Yamana Gold Inc. (the “Company”) hereby appoint(s) Peter Marrone, the President and Chief Executive Officer of the Company, or in lieu of the foregoing, Charles Main, the Vice President, Finance and Chief Financial Officer of the Company, or in lieu of the foregoing, _____________________________________, to attend and vote on behalf of the undersigned at the Annual and Special Meeting of Shareholders of the Company to be held on Thursday, June 24, 2004 and at any adjournment thereof.
The undersigned specifies that all of the voting shares owned by him and represented by this form of proxy shall be:
| (a) | VOTED ( ) WITHHELD FROM VOTING ( ) in respect of the election of directors; |
| (b) | VOTED ( ) WITHHELD FROM VOTING ( ) in respect of the appointment of auditors and authorizing the directors to fix their remuneration; |
| (c) | VOTED FOR ( ) AGAINST ( ) a resolution approving the share subscription arrangements, as more particularly described in the accompanying management information circular; |
| (d) | VOTED FOR ( ) AGAINST ( ) a resolution approving the amendment to the Company’s share incentive plan, as more particularly described in the accompanying management information circular; and |
| (e) | VOTED on such other business as may properly come before the Meeting or any adjournment thereof; |
| | hereby revoking any proxy previously given. |
| | If any amendments or variations to matters identified in the Notice of Meeting areproposed at the Meeting or any adjournment thereof or if any other matters properlycome before the Meeting or any adjournment thereof, this proxy confers discretionaryauthority to vote on such amendments or variations or such other matters according tothe best judgement of the person voting the proxy at the Meeting or any adjournmentthereof. |
| | DATED this ______ day of _______________________, 2004. |
| |
Name of Shareholder (Please Print) |
PLEASE SEE NOTES ON REVERSE
Notes:
| 1. | This form of proxy must be dated and signed by the appointor or his attorney authorized in writing or, if the appointor is a body corporate, this form of proxy must be executed by an officer or attorney thereof duly authorized. |
| 2. | A shareholder has the right to appoint a person (who need not be a shareholder) to attend and act for him and on his behalfat the Meeting or any adjournment thereof other than the persons designated in the enclosed form of proxy. Such right maybe exercised by striking out the names of the persons designated therein and by inserting in the blank space provided forthat purpose the name of the desired person or by completing another form of proxy and, in either case, delivering thecompleted and executed proxy to the office of the Company’s transfer agent indicated below by 4:00 p.m. (Toronto time) onJune 22, 2004 or not less than 48 hours (excluding Saturdays and holidays) before any adjournments as the time by whichproxies to be used or acted upon at the Meeting or any adjournments thereof shall be deposited with the Company’s transferagent. |
| 3. | The shares represented by this proxy will be voted in accordance with the instructions of the shareholder on any ballot thatmay be called for and, subject to section 152 of theCanada Business Corporations Act, where a choice is specified, theshares shall be voted accordingly and where no choice is specified, the shares shall be VOTED FOR the matters referred to initems (c) and (d). Where no specification is made to vote or withhold from voting in respect of the election of directorsor the appointment of auditors, the shares will be VOTED. |
| 4. | Proxies to be used at the Meeting or any adjournment thereof must be received by the Company’s transfer agent indicated below by 4:00 p.m. (Toronto time) on June 22, 2004 or not less than 48 hours (excluding Saturdays and holidays) before any adjournments as the time by which proxies to be used or acted upon at the Meeting or any adjournments thereof shall be deposited with the Company’s transfer agent. |
| 5. | Please date the proxy. If not dated, the proxy shall be deemed to be dated on the date on which it is mailed. |
| 6. | This proxy ceases to be valid one year from its date. |
| 7. | If your address as shown is incorrect, please give your correct address when returning this proxy. |
Please return the form of proxy, in the envelope provided for that purpose, to:
CIBC Mellon Trust Company
Attention: Proxy Department
200 Queen’s Quay East, Unit 6
Toronto, Ontario, Canada M5A 4K9
Fax: (416) 368-2502
