Exhibit 99.2
Form 62-103F1
Early Warning Report
Item 1 – Security and Reporting Issuer
| 1.1 | State the designation of securities to which this report relates and the name and address of
the head office of the issuer of the securities. |
Security designation:
Common shares (the “Common Shares”)
Name and address of the issuer: Wolfden Resources
Corporation (the “Issuer”)
1100 Russell Street, Thunder Bay,
Ontario P7B 5N2
| 1.2 | State the name of the market in which the transaction or other occurrence that triggered the
requirement to file this report took place. |
Not applicable
Item 2 – Identity of the Acquiror
| 2.1 | State the name and address of the acquiror. |
Kinross Gold Corporation (“Kinross”)
25 York Street, Suite 1700,
Toronto M5J 2V5
Ontario, Canada
Jurisdiction of Incorporation: Ontario, Canada
Principal business: Gold Mining
| 2.2 | State the date of the transaction or other occurrence that triggered the requirement to file
this report and briefly describe the transaction or other occurrence. |
On January 27, 2021, Kinross
officially acquired 3,125,000 Common Shares of the Issuer at a price of C$0.32 per Common Share for gross proceeds of C$1 million
under a non-brokered private placement offering, which had been formalized between the parties by entering into a subscription
agreement (the “Subscription Agreement”).
| 2.3 | State the names of any joint actors. |
Not applicable
Item 3 – Interest in Securities of the Reporting
Issuer
| 3.1 | State the designation and number or principal amount of securities acquired or disposed of that
triggered the requirement to file this report and the change in the acquiror’s security holding percentage in the class of
securities. |
Pursuant to the Subscription Agreement, Kinross
acquired 3,125,000 Common Shares of the Issuer at a price of C$0.32 per Common Share for gross proceeds of C$1 million. As a result
of the acquisition, Kinross acquired 3,125,000 Common Shares, which increased Kinross’ ownership in the issued and outstanding
shares of the Issuer by approximately 1.8%.
| 3.2 | State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control
over, the securities that triggered the requirement to file this report. |
Please see Item 3.1 above.
| 3.3 | If the transaction involved a securities lending arrangement, state that fact. |
Not applicable.
| 3.4 | State the designation and number or principal amount of securities and the acquiror’s
security holding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered
the requirement to file this report. |
Prior to the transaction that triggered the requirement
to file this report, Kinross held 12,500,000 Common Shares of the Issuer representing approximately 9.6% of the issued and outstanding
shares of the Issuer. Pursuant to the transaction as described in Item 2.2 above, Kinross now owns 15,625,000 Common Shares of
the Issuer representing approximately 11.4% of the issued and outstanding shares of the Issuer.
| 3.5 | State the designation and number or principal amount of securities and the acquiror’s
security holding percentage in the class of securities referred to in Item 3.4 over which |
| (a) | the acquiror, either alone or together with any joint actors, has ownership
and control, |
Please see Item 3.4 above.
| (b) | the acquiror, either alone or together with any joint actors, has ownership
but control is held by persons or companies other than the acquiror or any joint actor, and |
Not applicable
| (c) | the acquiror, either alone or together with any joint actors, has exclusive or shared control but
does not have ownership. |
Not applicable
| 3.6 | If the acquiror or any of its joint actors has an interest in, or right or obligation associated
with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required
under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s security
holdings. |
Not applicable
| 3.7 | If the acquiror or any of its joint actors is a party to a securities lending arrangement involving
a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of
the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right
to recall the securities or identical securities that have been transferred or lent under the arrangement. |
Not applicable
State if the securities lending arrangement is
subject to the exception provided in section 5.7 of NI 62-104.
Not applicable
| 3.8 | If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding
that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of
securities to which this report relates, describe the material terms of the agreement, arrangement or understanding. |
Not applicable
Item 4 – Consideration Paid
| 4.1 | State the value, in Canadian dollars, of any consideration paid or received per security and
in total. |
Kinross acquired 3,125,000 Common Shares of the
Issuer at a price of C$0.32 per Common Share for gross proceeds of C$1 million.
| 4.2 | In the case of a transaction or other occurrence that did not take place on a stock exchange or
other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and
value, in Canadian dollars, of the consideration paid or received by the acquiror. |
Please see Item 2.2 above.
| 4.3 | If the securities were acquired or disposed of other than by purchase or sale, describe the method
of acquisition or disposition. |
The Common Shares were issued under a non-brokered
private placement offering.
Item 5 – Purpose of the Transaction
State the purpose or purposes of the acquiror
and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions
which the acquiror and any joint actors may have which relate to or would result in any of the following:
| (a) | the acquisition of additional securities of the reporting issuer, or the disposition of securities
of the reporting issuer; |
| (b) | a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting
issuer or any of its subsidiaries; |
| (c) | a sale or transfer of a material amount of the assets of the reporting issuer or any of its
subsidiaries; |
| (d) | a change in the board of directors or management of the reporting issuer, including any plans
or intentions to change the number or term of directors or to fill any existing vacancy on the board; |
| (e) | a material change in the present capitalization or dividend policy of the reporting issuer; |
| (f) | a material change in the reporting issuer’s business or corporate structure; |
| (g) | a change in the reporting issuer’s charter, bylaws or similar instruments or another action
which might impede the acquisition of control of the reporting issuer by any person or company; |
| (h) | a class of securities of the reporting issuer being delisted from, or ceasing to be authorized
to be quoted on, a marketplace; |
| (i) | the issuer ceasing to be a reporting issuer in any jurisdiction of Canada; |
| (j) | a solicitation of proxies from security holders; |
| (k) | an action similar to any of those enumerated above. |
Kinross
acquired the Common Shares for investment purposes. Kinross may, from time to time, acquire additional Common Shares or other securities
of the Issuer or dispose of some or all of the Common Shares or other securities of the Issuer that it owns at such time. Except
as noted above, Kinross currently has no other plans or intentions that relate to or would result in any of the items listed in
items (a) to (k) above, but depending on market conditions, general economic and industry conditions, trading prices of the Issuer’s
securities, the Issuer’s business, financial condition and prospects and/or other relevant factors, Kinross may develop such
plans or intentions in the future.
Item 6 – Agreements, Arrangements,
Commitments or Understandings With Respect to Securities of the Reporting Issuer
Describe the material terms
of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and
any person with respect to securities of the class of securities to which this report relates, including but not limited to the
transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities
that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment
power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need
not be included.
The Subscription Agreement provides
Kinross with pre-emptive rights to maintain its ownership interest in the Issuer’s Common Shares.
Item 7 – Change in Material Fact
If applicable, describe any change in a material
fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting
issuer’s securities.
Not Applicable
Item 8 – Exemption
If the acquiror relies on an exemption from requirements
in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts
supporting that reliance.
Not Applicable
Item 9 – Certification
I, Lucas R. Crosby, the
duly appointed Corporate Secretary of Kinross, the acquiror, hereby certify on behalf of the acquiror, to the best of my knowledge,
information and belief, that the statements made in this report are true and complete in every respect.
| Signature: |
“Lucas R. Crosby” |
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| Date: |
January 27, 2021 |
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| Name and Title: |
Lucas R. Crosby |
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Vice President, Assistant General Counsel and Corporate Secretary |
