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6-K 1 tm2510594d1_6k.htm FORM 6-K

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February, 2025

 

Commission File Number: 001-13382

 

KINROSS GOLD CORPORATION

(Translation of registrant's name into English)

 

17th Floor, 25 York Street,

Toronto, Ontario M5J 2V5

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F:

 

 

 

 

 


 

Page 2

 

Form 20-F ¨ Form 40-F x This report on Form 6-K is being furnished for the sole purpose of providing copies of (i) the press release dated February 28, 2025 in which Kinross Gold Corporation announced an additional investment in Relevant Gold Corp. and (ii) the related Early Warning Report as filed on SEDAR+.

 

INDEX

 

Table of Contents

 

SIGNATURES

EXHIBIT INDEX

 

99.1 Press Release dated February 28, 2025

99.2 Early Warning Report filed on SEDAR+ in connection with the additional investment in Relevant Gold Corp.

 

 


 

Page 3

 

SIGNATURES

 

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  KINROSS GOLD CORPORATION
   
  Signed //Lucas R. Crosby//
  Senior Vice President, General Counsel

 

February 28, 2025

 

 

 

EX-99.1 2 tm2510594d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

  Kinross Gold Corporation
  25 York Street, 17th Floor
  Toronto, ON Canada M5J 2V5

 

 

Kinross announces ownership of shares of Relevant Gold

 

(All dollar amounts are expressed in Canadian dollars, unless otherwise noted.)

 

Toronto, Ontario, February 28, 2025 – Kinross Gold Corporation (“Kinross” or the “Company”) (TSX: K, NYSE: KGC) announced today that it has entered into an agreement to acquire 15,410,000 common shares (the “Shares”) of Relevant Gold Corp. (“Relevant Gold”) in a non-brokered private placement at a price of $0.30 per Share for total consideration of $4,623,000. Accordingly, as of today, taking into account the Shares already held by Kinross, Kinross is the deemed beneficial owner of Shares representing approximately 19.9% of the issued and outstanding Shares of Relevant Gold and is therefore required by applicable Canadian securities laws to issue this press release and file a corresponding early warning report.

 

Prior to completion of the transaction, Kinross held 5,100,000 Shares, representing approximately 6.8% of the issued and outstanding Shares, and 2,550,000 Share purchase warrants of Relevant Gold (the “Warrants”), representing approximately 9.9% of the issued and outstanding Shares on a partially diluted basis assuming exercise of the Warrants. Following completion of the transaction, Kinross will own 20,510,000 Shares and 2,550,000 Warrants, representing approximately 19.9% of the issued and outstanding Shares on a non-diluted basis and approximately 21.8% of the issued and outstanding Shares on a partially diluted basis assuming exercise of the Warrants. Kinross has signed an undertaking not to exercise its Warrants if it would result in Kinross owning more than 20% of the issued and outstanding Shares until such time as Relevant Gold can obtain disinterested shareholder approval of the creation of a new control person.

 

Kinross agreed to acquire the Shares as part of a strategic investment in Relevant Gold. Kinross may or may not purchase or sell securities of Relevant Gold in the future on the open market or in private transactions, depending on market conditions and other factors. Kinross currently has no other plans or intentions that relate to its investment in Relevant Gold. Depending on market conditions, general economic and industry conditions, Relevant Gold’s business and financial condition and/or other relevant factors, Kinross may develop other plans or intentions in the future.

 

The transaction is subject to the satisfaction of certain customary conditions and is expected to close in March 2025.

 

A copy of the early warning report filed by Kinross in connection with the investment will be available on Relevant Gold’s SEDAR+ profile at www.sedarplus.com. Alternatively, you may contact Luke Crosby, Vice President, General Counsel and Corporate Secretary at 647-788-4478 to obtain a copy of the report. Kinross is organized under the laws of the Province of Ontario and its head office is located at 25 York Street, 17th Floor, Toronto, Ontario M5J 2V5. Relevant Gold’s head office is located at 3000 - 1055 Dunsmuir Street, Vancouver, British Columbia V7X 1K8.

 

About Kinross Gold Corporation

 

Kinross is a Canadian-based global senior gold mining company with operations and projects in the United States, Brazil, Mauritania, Chile and Canada. Our focus is on delivering value based on the core principles of responsible mining, operational excellence, disciplined growth, and balance sheet strength. Kinross maintains listings on the Toronto Stock Exchange (symbol:K) and the New York Stock Exchange (symbol:KGC).

 

 

 

www.kinross.com

 

 


 

  Kinross Gold Corporation
  25 York Street, 17th Floor
  Toronto, ON Canada M5J 2V5

 

 

Media Contact

Victoria Barrington

Senior Director, Corporate Communications

phone: 647-788-4153

victoria.barrington@kinross.com

 

 

 

Investor Relations Contact

David Shaver

Senior Vice-President, Investor Relations and Communications

phone: 416-365-2761

InvestorRelations@kinross.com

 

 

       
p. 2 Kinross announces ownership of shares of Relevant Gold     www.kinross.com

 

 


 

  Kinross Gold Corporation
  25 York Street, 17th Floor
  Toronto, ON Canada M5J 2V5

 

 

Cautionary statement on forward-looking information

 

All statements, other than statements of historical fact, contained in this news release constitute “forward-looking information” or “forward-looking statements” within the meaning of certain securities laws, including the provisions of the Securities Act (Ontario) and the provisions for “safe harbor” under the United States Private Securities Litigation Reform Act of 1995 and are based on expectations, estimates and projections as of the date of this news release. The words “may”, “will”, “plan” or variations of or similar such words and phrases or statements that certain actions, events or results may, could, should or will be achieved, received or taken, or will occur or result and similar such expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Kinross as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates, models and assumptions of Kinross referenced, contained or incorporated by reference in this news release, which may prove to be incorrect, include, but are not limited to, statements regarding the subscription for Shares, including the expected closing date, and the ownership and future intentions regarding securities of Relevant Gold Corp. Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by Kinross as of the date of such statements, are inherently subject to significant uncertainties and contingencies. These uncertainties and contingencies can affect, and could cause, Kinross' actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, Kinross. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

 

Kinross disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

 

Source: Kinross Gold Corporation

 

 

       
p. 3 Kinross announces ownership of shares of Relevant Gold     www.kinross.com

 

 

 

EX-99.2 3 tm2510594d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

EARLY WARNING REPORT

PURSUANT TO NATIONAL INSTRUMENT 62-103 – THE EARLY WARNING SYSTEM
AND RELATED TAKE-OVER BID AND INSIDER REPORTING ISSUES

 

Initial 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.

 

Common shares (the “Shares”) of Relevant Gold Corp. (the “Issuer”)

 

Relevant Gold Corp.

3000 - 1055 Dunsmuir Street

Vancouver, British Columbia

V7X 1K8

 

  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.

 

The transaction described in this Early Warning Report will be effected through a private placement and not through the facilities of a stock exchange.

 

Item 2 – Identity of the Acquiror

 

2.1 State the name and address of the acquiror.

 

Kinross Gold Corporation (“Kinross”)

25 York Street, 17th Floor

Toronto, Ontario

M5J 2V5

 

  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 February 28, 2025, Kinross entered into a subscription agreement with the Issuer (the “Subscription Agreement”). Pursuant to the Subscription Agreement, subject to the satisfaction of certain conditions, Kinross will acquire 15,410,000 Shares on a date to be agreed to by Kinross and the Issuer.

 

  2.3 State the names of any joint actors.

 

Not applicable.

 

1 


 

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 securityholding percentage in the class of securities.

 

Kinross has acquired deemed beneficial ownership of an aggregate of 15,410,000 Shares pursuant to the Subscription Agreement, which will represent an increase of approximately 13.1% of the outstanding Shares at the time of issuance. Prior to completion of the transaction contemplated by the Subscription Agreement, Kinross held approximately 6.8% of the issued and outstanding Shares and following completion of the transaction, Kinross will hold approximately 19.9% of the issued and outstanding Shares.

 

  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.

 

See Item 3.1.

 

  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 securityholding 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 acquisition of deemed beneficial ownership described herein, Kinross held 5,100,000 Shares, representing approximately 6.8% of the issued and outstanding Shares, and 2,550,000 Share purchase warrants of the Issuer (the “Warrants”), representing, in aggregate, approximately 9.9% of the issued and outstanding Shares on a partially diluted basis assuming exercise of the Warrants.

 

Following the acquisition of deemed beneficial ownership described herein, Kinross is deemed to have acquired beneficial ownership of 15,410,000 Shares, resulting in Kinross beneficially owning 20,510,000 Shares and 2,550,000 Warrants, representing approximately 19.9% of the issued and outstanding Shares on a non-diluted basis and approximately 21.8% of the issued and outstanding Shares on a partially diluted basis assuming exercise of the Warrants.

 

  3.5 State the designation and number or principal amount of securities and the acquiror’s securityholding 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,

 

See Item 3.4.

 

2 


 

(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 securityholdings.

 

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.

 

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.

 

Pursuant to the Subscription Agreement, Kinross agreed to purchase 15,410,000 Shares at a price of $0.30 per Share and an aggregate purchase price of $4,623,000.

 

3 


 

  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.

 

See Item 4.1.

 

  4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

 

Not applicable.

 

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 securityholders;

 

(k) an action similar to any of those enumerated above.

 

4 


 

Kinross agreed to acquire the Shares as part of a strategic investment in the Issuer. Kinross may or may not purchase or sell securities of the Issuer in the future on the open market or in private transactions, depending on market conditions and other factors. Kinross currently has no other plans or intentions that relate to its investment in the Issuer. Depending on market conditions, general economic and industry conditions, the Issuer’s business and financial condition and/or other relevant factors, Kinross may develop other plans or intentions in the future relating to one or more of the above items.

 

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.

 

In connection with its strategic investment, the Issuer and Kinross have also agreed to enter into an amended and restated investor rights agreement (the “Investors Rights Agreement”), that provides for, among other things, the right for Kinross to designate a nominee to the board of directors of the Issuer and two members to the technical committee of the Issuer and a pro-rata participation right in future financings of the Issuer. The Investors Rights Agreement will also contain certain restrictive covenants in favour of the Issuer, including standstill covenants.

 

Kinross has also signed an undertaking not to exercise its Warrants if it would result in Kinross owning more than 20% of the issued and outstanding Shares until such time as the Issuer can obtain disinterested shareholder approval of the creation of a new control person.

 

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.

 

[Signature Page Follows]

 

5 


 

Item 9 – Certification

 

I, as the acquiror, certify, or I, as the agent filing this report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.

 

Date: February 28, 2025

 

  KINROSS GOLD CORPORATION

 

  By: “Luke Crosby”
    Name: Luke Crosby
    Title: Vice President, General Counsel and Corporate Secretary

 

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