Exhibit 4.1


 


FACE OF NOTE


 


UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF
THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE
OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.


 


YAMANA GOLD INC.


 


2.630% Notes due 2031


 


	No. R-1	US$500,000,000
	 	CUSIP No.: 98462Y AF7
	 	ISIN No.: US98462YAF79




 


YAMANA GOLD INC., a corporation amalgamated under
the laws of the Canada (the “Company”, which term includes any successor Person under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$500,000,000 (FIVE HUNDRED
MILLION UNITED STATES DOLLARS) on August 15, 2031, at the office or agency of the Company referred to below, and to pay interest thereon
on February 15, 2022, and semi-annually thereafter on February 15 and August 15 in each year, from and including August 6, 2021 or from
and including the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate of 2.630% per annum,
until the principal hereof is paid or duly provided for, and (to the extent lawful) to pay on demand interest on any overdue principal
or interest at the rate borne by this Security from and including the date on which such overdue principal, or interest becomes payable
to but excluding the date payment of such principal or interest has been made or duly provided for. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest,
which shall be the February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record
Date, and such Defaulted Interest, and (to the extent lawful) interest on such Defaulted Interest at the rate borne by the Securities
of this series, may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Reference is hereby made to the
further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


 


Unless the certificate of authentication hereon
has been duly executed by the Securities Administrator by manual signature, this Security shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.


 






     


     


    

 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


	Dated:  	                    , 2021	YAMANA GOLD INC.



 


	 	By:	
    

	 	 	
    Name:

	 	 	Title:


 






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SECURITIES ADMINISTRATOR’S CERTIFICATE OF
AUTHENTICATION


 


This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.


 


	Dated:    	                 , 2021	CITIBANK, N.A., as Securities Administrator



 





	 	By:	
    

	 	 	
    Name:

	 	 	Title:


 






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REVERSE SIDE OF NOTE


 


This Security is one of a duly authorized issue
of securities of the Company designated as its 2.630% Notes due 2031 (the “Securities”), limited (except as otherwise
provided in the Indenture referred to below and except as provided in the second succeeding paragraph) in aggregate principal amount to
US$500,000,000, which may be issued under an Indenture (the “Original Indenture”) dated as of June 30, 2014, by and
among the Company, Wilmington Trust, National Association, as trustee (the “Trustee”, which term includes any successor
trustee under the Indenture) and Citibank, N.A., as paying agent, registrar and authenticating agent (the “Securities Administrator”,
which term includes any successor securities administrator under the Indenture), as supplemented by a Seventh Supplemental Indenture dated
as of August 6, 2021, by and among the Company, the Guarantors named therein (the “Guarantors”), the Trustee and the
Securities Administrator (the “Seventh Supplemental Indenture” and, the Original Indenture as amended and supplemented
by the Seventh Supplemental Indenture, the “Indenture”), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations, indemnities and immunities
thereunder of the Company, the Guarantors, the Trustee, the Securities Administrator and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This Security is a global Security initially representing US$500,000,000
aggregate principal amount of the Securities of this series.


 


Payment of the principal of (and premium, if any)
and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of interest may be made at the option of the Company (i) by check
mailed to the address of the Person entitled thereto as such address shall appear on the Security Register or (ii) by wire transfer to
an account maintained in the United States by the payee. Notwithstanding the foregoing, payments of principal, premium, if any, and interest
on a global Security registered in the name of a Depositary or its nominee will be made by wire transfer of immediately available funds.
Principal paid in relation to any Security of this series at Maturity shall be paid to the Holder of such Security only upon presentation
and surrender of such Security to such office or agency referred to above.


 


As provided for in the Indenture, the Company
may from time to time without notice to, or the consent of, the Holders of the Securities, create and issue additional Securities of this
series under the Indenture, equal in rank to the Outstanding Securities of this series in all respects (or in all respects except for
the payment of interest accruing prior to the issue date of the new Securities of this series or except for the first payment of interest
following the issue date of the new Securities of this series) so that the new Securities of this series shall be consolidated and form
a single series with the Outstanding Securities of this series and have the same terms as to status, redemption or otherwise as the Outstanding
Securities of this series; provided that, if the additional Securities of this series are not fungible with the Outstanding Securities
of this series for U.S. federal income tax purposes, the additional Securities shall have a separate CUSIP number.


 


The Company shall pay to the Holder of this Security
such Additional Amounts and other amounts as may be payable under Section 1009 of the Original Indenture and such Additional Interest
as may be payable pursuant to the Registration Rights Agreement. Whenever in this Security there is mentioned, in any context, the payment
of principal (or premium, if any), interest or any other amount payable under or with respect to this Security, such mention shall be
deemed to include mention of the payment of Additional Amounts and/or Additional Interest to the extent that, in such context, Additional
Amounts and/or Additional Interest are, were or would be payable in respect thereof.


 


The Securities of this series are subject to redemption,
in whole but not in part, at the option of the Company at a Redemption Price equal to 100% of the principal amount thereof plus accrued
and unpaid interest to, but not including, the applicable Redemption Date, all on the terms and subject to the conditions set forth in
Section 1109 of the Original Indenture.


 


The Securities of this series are subject to redemption
upon not less than 10 or more than 60 days’ notice, as a whole or in part, at any time at the election of the Company. Prior to
May 15, 2031, the Securities shall be redeemable at a Redemption Price equal to the greater of (i) 100% of the principal amount of the
Securities to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the
Securities to be redeemed that would be due if the Securities to be redeemed matured on the Par Call Date (exclusive of interest accrued
to the date of redemption) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 25 basis points, plus, in each case, accrued interest thereon to, but not including, the Redemption
Date. If the Securities of this series are redeemed on or after May 15, 2031, the Securities may be redeemed at a Redemption Price equal
to 100% of the principal amount of the Securities to be redeemed, plus accrued interest thereon to, but not including, the Redemption
Date.


 






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In the event of redemption of the Securities of
this series in part only, the Securities Administrator will select the Securities to be redeemed by a method determined by the Securities
Administrator to be fair and appropriate and in accordance with the procedures of the Depositary.


 


In the case of any redemption of Securities of
this series, interest installments whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of business on the relevant record dates according to their
terms and the provisions of Section 307 of the Original Indenture. Securities of this series (or portions thereof) for whose redemption
payment is made or duly provided for in accordance with the Indenture shall cease to bear interest from and after the Redemption Date.


 


In the event of redemption of this Security in
part only, a new Security or Securities of this series for the unredeemed portion hereof shall be issued in the name of the Holder hereof
upon the cancellation hereof.


 


Upon the occurrence of a Change of Control Repurchase
Event, unless all Securities have been called for redemption by the Company as described above, the Company shall be required to make
an offer to each Holder of Securities to repurchase all or any part (in denominations of US$2,000 and integral multiples of US$1,000 in
excess thereof) of such Holder’s Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of the
Securities repurchased plus any accrued and unpaid interest on the Securities repurchased to, but not including, the date of repurchase,
as provided in, and subject to the terms of, the Indenture.


 


If an Event of Default shall occur and be continuing,
the principal of all the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.


 


The Securities do not have the benefit of sinking
fund obligations.


 


The Indenture contains provisions for defeasance
at any time of (i) the entire indebtedness of the Company on this Security and (ii) certain restrictive covenants and the related Defaults
and Events of Default applicable to the Securities of this series, upon compliance by the Company, with certain conditions set forth therein,
which provisions apply to this Security.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
under the Indenture at any time by the Company, the Trustee and the Securities Administrator with the consent of the Holders of a majority
in aggregate principal amount of the debt securities of all series at the time Outstanding affected by such amendment or modification.
The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the debt securities
of all series at the time Outstanding, on behalf of the Holders of all the debt securities of all series affected thereby, to waive compliance
by the Company with certain provisions of the Indenture and also contains provisions permitting the Holders of a majority in aggregate
principal amount of the debt securities of all series with respect to which a Default shall have occurred and shall be continuing, on
behalf of the Holders of all debt securities of all series affected thereby, to waive certain past defaults under the Indenture and their
consequences. Any such consent or waiver by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made upon this Security.


 


No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any, on) and interest on this Security at the times, place, and rate, and in the coin or currency, herein
prescribed.


 


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable on the Security Register of the Company, upon surrender of
this Security for registration of transfer at the office or agency of the Company maintained for such purpose in the Borough of Manhattan,
The City of New York duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities
of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or
transferees.


 


The Securities of this series are issuable
only in registered form without coupons in denominations of US$2,000 and any integral multiples of US$1,000 in excess thereof. As
provided in the Indenture and subject to certain limitations therein set forth, the Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder
surrendering the same.


 






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No service charge shall be made for any registration
of transfer or exchange of Securities of this series, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


Prior to the time of due presentment of this Security
for registration of transfer, the Company, the Trustee, the Securities Administrator and any agent of the Company, the Trustee or the
Securities Administrator may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether
or not this Security is overdue, and neither the Company, the Trustee, the Securities Administrator nor any agent shall be affected by
notice to the contrary.


 


If at any time, (i) the Depositary for the Securities
of this series notifies the Company that it is unwilling or unable or no longer qualified to continue as Depositary for the Securities
of this series or if at any time the Depositary for the Securities of this series shall no longer be a clearing agency registered or in
good standing under the Securities Exchange Act of 1934, as amended and a successor Depositary is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company determines that
the Securities of this series shall no longer be represented by a global Security or Securities or (iii) any Event of Default shall have
occurred and be continuing with respect to the Securities of this series, then in such event the Company will execute and the Securities
Administrator will authenticate and deliver Securities of this series in definitive registered form, in authorized denominations, and
in an aggregate principal amount equal to the principal amount of this Security in exchange for this Security. Such Securities of this
series in definitive registered form shall be registered in such names and issued in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee and the Securities Administrator.
The Securities Administrator shall deliver such Securities of this series to the Persons in whose names such Securities of this series
are so registered.


 


The Indenture, the Guarantees and this Security
shall be governed by and construed in accordance with the laws of the State of New York.


 


All references herein to “U.S. dollars”
or “US$” means a dollar or other equivalent unit in such coin or currency of the United States of America as at the time should
be legal tender for the payment of public and private debts, and all terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


 






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