|
Form F-10
Kinross Gold Corporation
(FOR CO-REGISTRANTS, PLEASE SEE TABLE OF
CO-REGISTRANTS ON THE FOLLOWING PAGE) |
| |
Form S-4
(FOR CO-REGISTRANTS, PLEASE SEE TABLE OF
CO-REGISTRANTS ON THE FOLLOWING PAGE) |
|
|
Geoffrey P. Gold, Esq.
Kinross Gold Corporation 25 York Street 17th Floor Toronto, Ontario Canada M5J 2V5 (416) 365-5123 |
| |
Robert G. DeLaMater, Esq.
Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 (212) 558-4000 |
| |
James R. Brown, Esq.
Osler, Hoskin & Harcourt LLP 100 King Street West 1 First Canadian Place Suite 6200, P.O. Box 50 Toronto, Ontario Canada M5X 1B8 (416) 862-6647 |
|
| A. | | | ☐ | | |
upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
|
| |||
| B. | | | ☒ | | | at some future date (check appropriate box below): | | |||
| | | | 1. | | | ☐ | | |
Pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than seven calendar days after filing).
|
|
| | | | 2. | | | ☐ | | |
Pursuant to Rule 467(b) on ( ) at ( ) (designate a time seven calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ( ).
|
|
| | | | 3. | | | ☒ | | |
Pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
|
|
| | | | 4. | | | ☐ | | |
After the filing of the next amendment to this Form (if preliminary material is being filed).
|
|
| Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ | |
| | | | | | | Emerging growth company | | | ☐ | |
|
Exact Name of Co-Registrant as
Specified in its Charter |
| |
I.R.S. Employer
Identification No. |
| |
State or Other Jurisdiction of
Incorporation or Organization |
|
|
Compañía Minera Mantos de Oro
|
| |
N/A
|
| |
Republic of Chile
|
|
|
Fairbanks Gold Mining, Inc.
|
| |
06-1325565
|
| |
Delaware
|
|
|
Great Bear Resources Ltd.
|
| |
N/A
|
| |
British Columbia
|
|
|
KG Mining (Bald Mountain) Inc.
|
| |
47-5576778
|
| |
Delaware
|
|
|
KG Mining (Round Mountain) Inc.
|
| |
47-5586694
|
| |
Delaware
|
|
|
Kinross Brasil Mineração S.A.
|
| |
N/A
|
| |
Federative Republic of Brazil
|
|
|
Melba Creek Mining, Inc.
|
| |
92-0129829
|
| |
Alaska
|
|
|
Round Mountain Gold Corporation
|
| |
88-0211837
|
| |
Delaware
|
|
| New Issue | | | | |
| | | | | iii | | | |
| | | | | iv | | | |
| | | | | iv | | | |
| | | | | vii | | | |
| | | | | vii | | | |
| | | | | viii | | | |
| | | | | 1 | | | |
| | | | | 5 | | | |
| | | | | 6 | | | |
| | | | | 10 | | | |
| | | | | 11 | | | |
| | | | | 14 | | | |
| | | | | 22 | | | |
| | | | | 23 | | | |
| | | | | 24 | | | |
| | | | | 26 | | | |
| | | | | 46 | | | |
| | | | | 47 | | | |
| | | | | 48 | | | |
| | | | | 48 | | | |
| | | | | 48 | | | |
| | | | | 48 | | | |
| | | | | 49 | | |
Operation
|
| |
% Ownership
(as of December 31, 2023) |
| |
Gold Equivalent Ounces
(Kinross Share) (Year Ended December 31, 2023) |
| ||||||||||||
|
Produced
|
| |
Sold
|
| ||||||||||||||
Fort Knox, Alaska, USA
|
| | | | 100% | | | | | | 290,651 | | | | | | 287,532 | | |
Round Mountain, Nevada, USA
|
| | | | 100% | | | | | | 235,690 | | | | | | 234,064 | | |
Bald Mountain, Nevada, USA
|
| | | | 100% | | | | | | 157,749 | | | | | | 180,139 | | |
Paracatu, Brazil
|
| | | | 100% | | | | | | 587,999 | | | | | | 592,224 | | |
La Coipa, Chile
|
| | | | 100% | | | | | | 260,138 | | | | | | 268,491 | | |
Maricunga, Chile
|
| | | | 100% | | | | | | — | | | | | | 2,421 | | |
Tasiast, Mauritania
|
| | | | 100% | | | | | | 620,793 | | | | | | 615,065 | | |
Operations Total
|
| | | | | | | | | | 2,153,020 | | | | | | 2,179,936 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(in millions of $ except per share amounts)
|
| |||||||||
Operating earnings
|
| | | | 801.4 | | | | | | 117.7 | | |
Earnings from continuing operations after tax
|
| | | | 415.4 | | | | | | 30.6 | | |
Net earnings
|
| | | | 415.4 | | | | | | (605.7) | | |
Earnings per share from continuing operations attributable to common shareholders
|
| | | | | | | | | | | | |
Basic
|
| | | | 0.34 | | | | | | 0.02 | | |
Diluted
|
| | | | 0.34 | | | | | | 0.02 | | |
Earnings (loss) per share attributable to common shareholders | | | | | | | | | | | | | |
Basic
|
| | | | 0.34 | | | | | | (0.47) | | |
Diluted
|
| | | | 0.34 | | | | | | (0.47) | | |
| | |
As of December 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
| | |
(in millions of $)
|
| |||||||||
Total assets
|
| | | | 10,543.3 | | | | | | 10,396.4 | | |
Long term obligations
|
| | | | 3,672.1 | | | | | | 3,762.7 | | |
Year Ended
December 31, |
| ||||||
2023
|
| |
2022
|
| |||
0.12 | | | | | 0.12 | | |
Operation
|
| |
% Ownership
(as of December 31, 2023) |
| |
% Ownership
(as of December 31, 2022) |
| |
Gold Equivalent Ounces
(Kinross Share) (Year Ended December 31, 2023) |
| |
Gold Equivalent Ounces
(Kinross Share) (Year Ended December 31, 2022) |
| | | ||||||||||||||||||||||||||||
|
Produced
|
| |
Sold
|
| |
Produced
|
| |
Sold
|
| | | ||||||||||||||||||||||||||||||
Fort Knox, Alaska, USA
|
| | | | 100% | | | | | | 100% | | | | | | 290,651 | | | | | | 287,532 | | | | | | 291,248 | | | | | | 291,793 | | | | | ||||
Round Mountain, Nevada, USA
|
| | | | 100% | | | | | | 100% | | | | | | 235,690 | | | | | | 234,064 | | | | | | 226,374 | | | | | | 227,655 | | | | | ||||
Bald Mountain, Nevada, USA
|
| | | | 100% | | | | | | 100% | | | | | | 157,749 | | | | | | 180,139 | | | | | | 214,094 | | | | | | 214,808 | | | | | ||||
Paracatu, Brazil
|
| | | | 100% | | | | | | 100% | | | | | | 587,999 | | | | | | 592,224 | | | | | | 577,354 | | | | | | 571,164 | | | | | ||||
La Coipa, Chile
|
| | | | 100% | | | | | | 100% | | | | | | 260,138 | | | | | | 268,491 | | | | | | 109,576 | | | | | | 99,915 | | | | | ||||
Maricunga, Chile
|
| | | | 100% | | | | | | 100% | | | | | | — | | | | | | 2,421 | | | | | | — | | | | | | 3,191 | | | | | ||||
Tasiast, Mauritania
|
| | | | 100% | | | | | | 100% | | | | | | 620,793 | | | | | | 615,065 | | | | | | 538,591 | | | | | | 519,292 | | | | | ||||
Operations Total
|
| | | | | | | | | | | | | | | | 2,153,020 | | | | | | 2,179,936 | | | | | | 1,957,237 | | | | | | 1,927,818 | | | | | | | | |
| | |
As of
December 31, 2023 |
| |||
| | |
(in millions, unaudited)
|
| |||
Cash and Cash Equivalents
|
| | | | 352.4 | | |
Total Debt: | | | | | | | |
Senior notes due 2027
|
| | | | 498.1 | | |
Senior notes due 2033
|
| | | | 488.6 | | |
Senior notes due 2041
|
| | | | 246.8 | | |
Term loan facility
|
| | | | 999.1 | | |
Total Debt
|
| | | | 2,232.6 | | |
Common Shareholders’ Equity | | | | | | | |
Common share capital
|
| | | | 4,481.6 | | |
Contributed surplus
|
| | | | 10,646.0 | | |
Accumulated deficit
|
| | | | (8,982.6) | | |
Accumulated other comprehensive income
|
| | | | (61.3) | | |
Total Common Shareholders’ Equity
|
| | | | 6,083.7 | | |
Non-controlling Interest
|
| | | | 102.0 | | |
Total Shareholders’ Equity
|
| | | | 6,185.7 | | |
Total Capitalization
|
| | | | 8,418.3 | | |
EBIT reconciliation(1)
(in millions) |
| |
Year Ended
December 31, 2023 |
| |||
Earnings from continuing operations before tax(3)
|
| | | $ | 708.6 | | |
Finance income
|
| | | | (40.5) | | |
Finance expense(4)
|
| | | | 106.0 | | |
EBIT | | | | $ | 774.1 | | |
Interest coverage reconciliation(1)
(in millions, except statistical data) |
| |
Year Ended
December 31, 2023 |
| |||
Earnings from continuing operations before tax(3)
|
| | | | 708.6 | | |
EBIT
|
| | | | 774.1 | | |
Finance expense(4)
|
| | | | 106.0 | | |
Total interest(6)
|
| | | | 177.9 | | |
Earnings from continuing operations before tax(3) / Finance expense
|
| | | | 6.7 | | |
Interest coverage
|
| | | | 4.4 | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
*
J. Paul Rollinson
|
| |
Chief Executive Officer
and Director (Principal Executive Officer) |
| |
March 28, 2024
|
|
|
/s/ Andrea Freeborough
Andrea Freeborough
|
| |
Executive Vice-President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
| |
March 28, 2024
|
|
|
*
Ian Atkinson
|
| |
Director
|
| |
March 28, 2024
|
|
|
*
Kerry D. Dyte
|
| |
Director
|
| |
March 28, 2024
|
|
|
*
Glenn A. Ives
|
| |
Director
|
| |
March 28, 2024
|
|
|
*
Ave G. Lethbridge
|
| |
Director
|
| |
March 28, 2024
|
|
|
*
Michael A. Lewis
|
| |
Director
|
| |
March 28, 2024
|
|
|
*
Elizabeth D. McGregor
|
| |
Director
|
| |
March 28, 2024
|
|
|
*
Catherine McLeod-Seltzer
|
| |
Director
|
| |
March 28, 2024
|
|
|
*
Kelly J. Osborne
|
| |
Director
|
| |
March 28, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
*
George N. Paspalas
|
| |
Director
|
| |
March 28, 2024
|
|
|
*
David A. Scott
|
| |
Director
|
| |
March 28, 2024
|
|
|
* /s/ Andrea Freeborough
Andrea Freeborough
Attorney-in-Fact |
| | | | | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Lindsay Maw
Lindsay Maw
|
| |
Director
|
| |
March 28, 2024
|
|
|
*
Rodrigo Moscoso Restovic
|
| |
Director
|
| |
March 28, 2024
|
|
|
* /s/ Lindsay Maw
Lindsay Maw
Attorney-in-Fact |
| | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
*
Terence Watungwa
|
| |
President, General Manager and Director
(Principal Executive Officer) |
| |
March 28, 2024
|
|
|
*
Caroline E.S. Wild
|
| |
Vice President and Treasurer
(Principal Financial Officer and Principal Accounting Officer) |
| |
March 28, 2024
|
|
|
/s/ Martin D. Litt
Martin D. Litt
|
| |
General Counsel and Director
|
| |
March 28, 2024
|
|
|
* /s/ Martin D. Litt
Martin D. Litt
Attorney-in-Fact |
| | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Luke Jalsevac
Luke Jalsevac
|
| |
President, General Manager and Director
(Principal Executive Officer) |
| |
March 28, 2024
|
|
|
*
Kar O. Ng
|
| |
Vice President, Finance
(Principal Financial Officer and Principal Accounting Officer) |
| |
March 28, 2024
|
|
|
*
Lucas R. Crosby
|
| |
Director
|
| |
March 28, 2024
|
|
|
* /s/ Luke Jalsevac
Luke Jalsevac
Attorney-in-Fact |
| | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
*
Joseph Kemp
|
| |
Vice President and General Manager
(Principal Executive Officer) |
| |
March 28, 2024
|
|
|
*
Caroline E.S. Wild
|
| |
Vice President and Treasurer
(Principal Financial Officer and Principal Accounting Officer) |
| |
March 28, 2024
|
|
|
/s/ Martin D. Litt
Martin D. Litt
|
| |
Director
|
| |
March 28, 2024
|
|
|
* /s/ Martin D. Litt
Martin D. Litt
Attorney-in-Fact |
| | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
*
Joseph L. Kemp
|
| |
President, General Manager and
Director (Principal Executive Officer) |
| |
March 28, 2024
|
|
|
*
Caroline E.S. Wild
|
| |
Vice President and Treasurer
(Principal Financial Officer and Principal Accounting Officer) |
| |
March 28, 2024
|
|
|
/s/ Martin D. Litt
Martin D. Litt
|
| |
Director
|
| |
March 28, 2024
|
|
|
* /s/ Martin D. Litt
Martin D. Litt
Attorney-in-Fact |
| | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Gilberto Carlos Nascimento Azevedo
Gilberto Carlos Nascimento Azevedo
|
| |
President, Brazil and General Officer
(Presidente e Gerente Geral) |
| |
March 28, 2024
|
|
|
*
Rodrigo Barsante Gomides
|
| |
Vice President, Operations and Deputy General Officer
(Vice-Presidente de Operações e Gerente Geral Adjunto) |
| |
March 28, 2024
|
|
|
*
Frederico Souza Deodoro
|
| |
Chief Financial Officer
(Diretor Financeiro) |
| |
March 28, 2024
|
|
|
*
Alessandro Lucioli Nepomuceno
|
| |
Sustainability and Licensing Officer
(Diretor de Sustentabilidade e Licenciamento) |
| |
March 28, 2024
|
|
|
*
Ana Maria Ferreira da Cunha
|
| |
Government Relations and Social Responsibility Officer
(Diretora de Relações Governamentais e Responsabilidade Social) |
| |
March 28, 2024
|
|
|
*
Mauro Fampa Ostwald
|
| |
Officer Without Specific Designation
(Diretor sem Designação Específica) |
| |
March 28, 2024
|
|
|
*
Charles Wells
|
| |
Operational Excellence Officer
(Diretor de Excelência Operacional) |
| |
March 28, 2024
|
|
|
*
Maria da Graça Montalvão
|
| |
Vice President Legal Officer
(Vice-Presidente Jurídico) |
| |
March 28, 2024
|
|
|
*
Eduardo Magalhães Barbosa
|
| |
Human Resources, Information Technology, and Procurement Officer
(Diretor de Recursos Humanos, Tecnologia da Informação e Suprimentos) |
| |
March 28, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
*
Lilian Grabellos de Barros de Moura
|
| |
Technical Services Officer
(Diretora de Serviços Técnicos) |
| |
March 28, 2024
|
|
|
*
Stephen James Allen
|
| |
Operations Officer
(Diretor de Operações) |
| |
March 28, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
*
Terence Watungwa
|
| |
President, General Manager and Director
(Principal Executive Officer) |
| |
March 28, 2024
|
|
|
*
Caroline E.S. Wild
|
| |
Vice President and Treasurer
(Principal Financial Officer and Principal Accounting Officer) |
| |
March 28, 2024
|
|
|
/s/ Martin D. Litt
Martin D. Litt
|
| |
Director
|
| |
March 28, 2024
|
|
|
* /s/ Martin D. Litt
Martin D. Litt
Attorney-in-Fact |
| | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
*
Joseph L. Kemp
|
| |
President, General Manager and Director
(Principal Executive Officer) |
| |
March 28, 2024
|
|
|
*
Caroline E.S. Wild
|
| |
Vice President and Treasurer
(Principal Financial Officer and Principal Accounting Officer) |
| |
March 28, 2024
|
|
|
/s/ Martin D. Litt
Martin D. Litt
|
| |
Director
|
| |
March 28, 2024
|
|
|
* /s/ Martin D. Litt
Martin D. Litt
Attorney-in-Fact |
| | |
|
Exhibit No.
|
| | | |
| 1.1 | | | Form of Letter of Transmittal (included in Exhibit 99.1 to Form S-4). | |
| 1.2 | | | Form of Notice of Guaranteed Delivery (included in Exhibit 99.2 to Form S-4). | |
| 3.1 | | | | |
| 4.1 | | | | |
| 4.2 | | | | |
| 4.3 | | | | |
| 4.4 | | | | |
| 5.1 | | | Consent of KPMG LLP (included as Exhibit 23.1 to Form S-4). | |
| 5.2 | | | | |
| 5.3 | | | | |
| 5.4 | | | | |
| 5.6 | | | | |
| 5.8 | | | | |
| 5.10 | | | | |
| 5.11 | | | Consent of Nicos Pfeiffer (included as Exhibit 23.8 to Form S-4). | |
| 6.1** | | | Powers of Attorney | |
|
Exhibit No.
|
| | | |
| 7.1 | | | | |
| 7.2 | | | | |
| 7.3 | | | | |
| 7.4 | | | | |
| 7.5 | | | | |
| 107.1 | | | Filing Fee Table | |
Exhibit No.
|
| | | |
3.1 | | | | |
3.2 | | | | |
3.3 | | | | |
3.4 | | | | |
3.5 | | | | |
3.6 | | | | |
3.7 | | | | |
3.8 | | | | |
3.9 | | | | |
3.10 | | | | |
3.11 | | | | |
3.12 | | | | |
3.13 | | | | |
3.15** | | | Bylaws of Compañía Minera Mantos de Oro | |
3.16** | | | Certificate of Incorporation of Great Bear Resources Ltd. | |
3.17** | | | Notice of Articles and Articles of Great Bear Resources Ltd. | |
4.1** | | | | |
4.2 | | | |
Exhibit No.
|
| | | |
4.3 | | | | |
4.4 | | | | |
4.5** | | | | |
4.6** | | | | |
4.7** | | | | |
5.1** | | | | |
5.2** | | | | |
5.3** | | | | |
5.4** | | | | |
5.5** | | | | |
5.6** | | | | |
23.1 | | | | |
23.2** | | | | |
23.3** | | | | |
23.4** | | | | |
23.5** | | | | |
23.6** | | | | |
23.7** | | | | |
23.8** | | | |
Exhibit No.
|
| | | |
24.1** | | | | |
25.1** | | | | |
99.1** | | | | |
99.2** | | | | |
107.1 | | | Filing Fee Table | |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Kinross Gold Corporation
We consent to the use of our report dated February 14, 2024 on the consolidated financial statements of Kinross Gold Corporation, which comprise the consolidated balance sheets as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years then ended, and the related notes, and our report dated February 14, 2024 on the effectiveness of internal control over financial reporting as of December 31, 2023 which are incorporated by reference in the Short Form Prospectus dated March 28, 2024 of Kinross Gold Corporation.
/s/ KPMG LLP
Chartered Professional Accountants, Licensed Public Accountants
March 28, 2024
Toronto, Canada
Exhibit 107
Calculation of Filing Fee Tables
Form S-4
(Form Type)
Compañía Minera Mantos de Oro
Fairbanks Gold Mining, Inc.
Great Bear Resources Ltd.
KG Mining (Bald Mountain) Inc.
KG Mining (Round Mountain) Inc.
Kinross Brasil Mineração S.A.
Melba Creek Mining, Inc.
Round Mountain Gold Corporation
(Exact name of registrant as specified in its certificate of incorporation)
Table 1: Newly Registered and Carry Forward Securities
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial effective date |
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
Newly Registered Securities | ||||||||||||
Fees to Be Paid | - | - | - | - | - | - | - | - | - | - | - | - |
Fees Previously Paid | Other | Guarantees of the 6.250% Senior Notes due 2033(1) | 457(n) | - | - | $500,000,000.00(1) | $0.00014760 | $73,800.00 | - | - | - | - |
Carry Forward Securities | ||||||||||||
Carry Forward Securities |
- | - | - | - | - | - | - | - | - | - | - | - |
Total Offering Amounts | - | $500,000,000.00(1) | - | $73,800.00(1) | - | - | - | - | ||||
Total Fees Previously Paid | $73,800.00(1) | |||||||||||
Total Fee Offsets | $0.00 | |||||||||||
Net Fee Due | $0.00(1) |
(1) Compañía Minera Mantos de Oro, Fairbanks Gold Mining, Inc., Great Bear Resources Ltd., KG Mining (Bald Mountain) Inc., KG Mining (Round Mountain) Inc., Kinross Brasil Mineração S.A., Melba Creek Mining, Inc. and Round Mountain Gold Corporation will guarantee the payment of principal of, and premium (if any) and interest on, the debt securities to be offered and sold under a Registration Statement on Form F-10, filed on March 12, 2024 by Kinross Gold Corporation (the “Preliminary Form F-10”), as amended by Amendment No. 1 to the Form F-10, filed on this date by Kinross Gold Corporation (the “Amended Form F-10”). Pursuant to Rule 457(n) under the Securities Act, no separate consideration will be received for the guarantees and no additional filing fee is being paid in respect of the guarantees. As set forth on Exhibit 107 to the Preliminary Form F-10, Kinross Gold Corporation has registered the offer and sale of debt securities with a maximum aggregate offering price of $500,000,000.00 and has paid a registration fee of $73,800.00 in connection therewith. As set forth on Exhibit 107 to the Amended Form F-10, no additional registration fee is required to be paid in connection with the filing of the Amended Form F-10.