to
THE SECURITIES ACT OF 1933
|
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) |
|
Toronto, Ontario, Canada M5J 2V5
(416) 365-5123
5075 S. Syracuse Street, Suite 800,
Denver, Colorado, 80237
(303) 802-1445
|
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 |
|
Province of Ontario, Canada
(Principal Jurisdiction Regulating this Form F-10 Offering)
| 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.
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|
| | | | 4. | | | ☐ | | |
After the filing of the next amendment to this Form (if preliminary material is being filed).
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| 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 | | | | |
for up to $500,000,000 Aggregate Principal Amount of Registered 6.250% Senior Notes
due 2033 and the Guarantees thereon
| | | | | 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 | | |
FORM F-10
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Financial Officer
|
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 |
| | |
(Authorized U.S. Representative)
INFORMATION NOT REQUIRED IN PROSPECTUS
Title: Director
|
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 |
| | |
(Authorized U.S. Representative)
Title: President & Secretary
Title: General Counsel and Director
|
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 |
| | |
Title: President, General Manager and Director
|
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 |
| | |
(Authorized U.S. Representative)
Title: President & Secretary
Title: President, General Counsel and Secretary
|
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 |
| | |
Title: General Counsel and Secretary
|
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 |
| | |
Title: President, Brazil and General Officer
|
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
|
|
Attorney-in-Fact
(Authorized U.S. Representative)
Title: President & Secretary
Title: Secretary and General Counsel
|
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 |
| | |
Title: Secretary and General Counsel
|
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** | | | Opinion of Holland & Hart LLP, Alaska counsel to Melba Creek Mining, Inc. | |
5.4** | | | Opinion of Pinheiro Neto Advogados, Brazil counsel to Kinross Brasil Mineração S.A. | |
5.5** | | | | |
5.6** | | | | |
23.1 | | | Consent of KPMG LLP. | |
23.2** | | | | |
23.3** | | | | |
23.4** | | | | |
23.5** | | | | |
23.6** | | | | |
23.7** | | | | |
23.8** | | | Consent of Nicos Pfeiffer. | |
Exhibit No.
|
| | | |
24.1** | | | | |
25.1** | | | | |
99.1** | | | | |
99.2** | | | | |
107.1 | | | Filing Fee Table | |