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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on May 18, 2018

Registration No. 333-                

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM F-10 and FORM S-4



REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Form F-10

  Form S-4

Kinross Gold Corporation

 

 
(FOR CO-REGISTRANTS, PLEASE SEE TABLE OF
CO-REGISTRANTS ON THE FOLLOWING PAGE)

          (Exact Name of Registrant as Specified in its Charter)

Province of Ontario, Canada
(Province or Other Jurisdiction of Incorporation or Organization)

1041
(Primary Standard Industrial Classification Code Number)

650430083
(I.R.S. Employer Identification No.)

25 York Street, 17th Floor
Toronto, Ontario, Canada M5J 2V5
(416) 365-5123
(Address, including postal code, and telephone number, including area code, of Registrant's principal executive offices)

Martin D. Litt, Secretary, Kinross Gold U.S.A., Inc.
5075 S. Syracuse Street, Suite 800,
Denver, Colorado 80237
(303) 802-1445
(Name, Address (Including Zip Code) and Telephone Number (Including Area Code) of Agent for Service in the United States)



Copies to:

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

           Approximate date of commencement of proposed sale of the securities to the public: as soon as practicable after this registration statement becomes effective.


Form F-10
Province of Ontario, Canada

(Principal Jurisdiction Regulating this Form F-10 Offering)

It is proposed that this filing shall become effective (check appropriate box):

A.

  o   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.

  ý   at some future date (check appropriate box below):

  1.   o   Pursuant to Rule 467(b) on (            ) at (            ) (designate a time not sooner than seven calendar days after filing).

  2.   o   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.   ý   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.   o   After the filing of the next amendment to this Form (if preliminary material is being filed).

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction's shelf prospectus offering procedures, check the following box.  o

Form S-4

          If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instructions G, check the following box.  o

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer  o   Accelerated filer  o   Non-accelerated filer  ý
(Do not check if a
smaller reporting company)
  Smaller reporting company  o

Emerging growth company  o

          If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  o

          If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

          Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  o

          Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  o



CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to
be Registered
  Amount to be
Registered
  Proposed Maximum
Offering Price
Per Unit (1)
  Proposed Maximum
Aggregate Offering
Price (1)
  Amount of
Registration Fee (1)
 

4.50% Senior Notes due 2027 of Kinross Gold Corporation ("Kinross")

  $ 500,000,000     100%   $ 500,000,000   $ 62,250  

Guarantees (2)

    N/A     N/A     N/A     N/A  
                   

Total

  $ 500,000,000         $ 500,000,000   $ 62,250  
                     

(1)
The notes being registered are offered (i) in exchange for 4.50% Senior Notes due 2027 previously sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and (ii) upon certain resales of the notes by broker-dealers. The registration fee has been computed based on the face value of the notes solely for the purpose of calculating the amount of the registration fee, pursuant to Rule 457 under the Securities Act.

(2)
Certain subsidiaries of Kinross Gold Corporation will guarantee the payment of principal of, and premium (if any) and interest on, the debt securities registered hereby. Pursuant to Rule 457(n) under the Securities Act, no additional filing fee is being paid in respect of the guarantees.

           The Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registration statement shall become effective as provided in Rule 467 under the Securities Act or on such date as the U.S. Securities and Exchange Commission (the "Commission"), acting pursuant to Section 8(a) of the Securities Act, may determine.

   



TABLE OF ADDITIONAL REGISTRANTS

Form S-4

Exact Name of Co-Registrant as
Specified in its Charter
  I.R.S. Employer Identification No.   State or Other Jurisdiction of
Incorporation or Organization

Fairbanks Gold Mining, Inc.

  06-1325565   Delaware

KG Far East (Luxembourg) Sàrl

  N/A   Luxembourg

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

Red Back Mining B.V.

  N/A   Netherlands

Red Back Mining (Ghana) Limited

  N/A   British Virgin Islands

Round Mountain Gold Corporation

  88-0211837   Delaware

White Ice Ventures Limited

  N/A   Luxembourg / British Virgin Islands

        Address, including Zip Code, and Telephone Number, including Area Code, of each Co-Registrant's Principal Executive Offices: c/o Kinross Gold Corporation, 25 York Street, 17th Floor, Toronto, Ontario, Canada M5J 2V5, (416) 365-5123.

        Name, Address, including Zip Code, and Telephone Number, including Area Code, of each Co-Registrant's Agent for Service: Martin D. Litt, Secretary, Kinross Gold U.S.A., Inc., to 5075 S. Syracuse Street, Suite 800, Denver, Colorado 80237, (303) 802-1445.



PART 1
INFORMATION REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS


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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be exchanged prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

PRELIMINARY SHORT FORM PROSPECTUS

New Issue

  SUBJECT TO COMPLETION, DATED MAY 18, 2018

Kinross Gold Corporation

Offer to exchange all outstanding 4.50% Senior Notes due 2027 issued on July 6, 2017 for up to $500,000,000 Aggregate Principal Amount of Registered 4.50% Senior Notes due 2027 and the Guarantees thereon

The Initial Notes:

$500,000,000 aggregate principal amount of 4.50% Senior Notes due 2027 (the " Initial Notes ") were originally issued by Kinross Gold Corporation (" Kinross " or the " Company ") on July 6, 2017 in a transaction that was exempt from registration under the U.S. Securities Act of 1933, as amended (the " Securities Act "), and resold to qualified institutional buyers in reliance on Rule 144A and non-U.S. persons outside the United States in reliance on Regulation S.

The New Notes:

The terms of the new notes (the " New Notes ") are substantially identical to the terms of the Initial Notes, except that the New Notes will be registered under the Securities Act, will not contain restrictions on transfer or certain provisions relating to additional interest, will bear a different CUSIP number from the Initial Notes and will not entitle their holders to registration rights. The New Notes will evidence the same continuing indebtedness as the Initial Notes. We refer to the Initial Notes and the New Notes together as the " Notes ".

All dollar amounts in this prospectus are in U.S. dollars, unless otherwise indicated. See "Exchange Rate Information".

See "Risk Factors" beginning on page 8 for a discussion of certain risks that you should consider in connection with an investment in the Notes.

Exchange Offer:

Our offer to exchange Initial Notes for New Notes will be open until 5:00 p.m., New York City time, on                    , 2018, unless we extend the offer.

New Notes will be issued in exchange for an equal principal amount of outstanding Initial Notes accepted in the exchange offer. The exchange offer is not conditioned upon any minimum principal amount of Initial Notes being tendered for exchange. However, the obligation to accept the Initial Notes for exchange pursuant to the exchange offer is subject to certain customary conditions set forth herein. See "Exchange Offer — Terms of the Exchange Offer — Conditions."

There is no market through which these securities may be sold and purchasers may not be able to resell securities purchased under the short form prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities and the extent of issuer regulation. See "Risk Factors".

Kinross is permitted to prepare this prospectus in accordance with Canadian disclosure requirements, which are different than those of the United States. Kinross presents its financial statements in U.S. dollars and its financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (" IFRS "). Unless otherwise indicated, financial information included or incorporated by reference into this prospectus has been prepared in accordance with IFRS. As a result, certain financial information included or incorporated by reference in this prospectus may not be comparable to financial information prepared by companies in the United States.

Owning the Notes may subject you to tax consequences in the United States and Canada. You should read the tax discussion in this prospectus. This prospectus may not describe these tax consequences fully. You should read the tax discussion in "U.S. Federal Income Tax Considerations" and "Canadian Federal Income Tax Considerations."


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Your ability to enforce civil liabilities under the United States federal securities laws may be affected adversely because we are incorporated in Ontario, Canada, some of our officers and directors and some of the experts named in this prospectus are resident outside of the United States, and many of our assets are located outside of the United States. It may be difficult for United States investors to effect service of process within the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States.

THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE ONTARIO SECURITIES COMMISSION, THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATOR, NOR HAS THE ONTARIO SECURITIES COMMISSION, THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATOR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Since no securities are being offered pursuant to this prospectus, no proceeds will be raised and all expenses in connection with the preparation and filing of this prospectus will be paid by Kinross from its general corporate funds.

No underwriter is being used in connection with this exchange offer or has been involved in the preparation of this prospectus or has performed any review of the contents of this prospectus.

Prospective investors should be aware that, during the period of the exchange offer, the registrant or its affiliates, directly or indirectly, may bid for or make purchases of the Notes to be distributed or to be exchanged, or certain related debt securities, as permitted by applicable laws or regulations of Canada, or its provinces or territories.

This prospectus, as it may be amended or supplemented from time to time, may be used by broker-dealers in connection with resales of New Notes received in exchange for Initial Notes, where such Initial Notes were acquired by such broker-dealer as a result of market making or other trading activities.

The date of this prospectus is                        , 2018.


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IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS

        You should rely only on the information contained in this prospectus or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell the New Notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus or in any document incorporated or deemed to be incorporated by reference in this prospectus is accurate only as of the respective date of the document in which such document appears.

         The New Notes have not been and will not be qualified for public distribution under the securities laws of any province or territory of Canada. The New Notes are not being offered for sale and may not be offered or sold, directly or indirectly, in Canada or to any resident thereof except in accordance with the securities laws of the provinces and territories of Canada.

         Kinross presents its financial statements in U.S. dollars and the financial statements are prepared in accordance with IFRS. Unless otherwise indicated, financial information included or incorporated by reference in this prospectus has been prepared in accordance with IFRS. As a result, certain financial information included or incorporated by reference in this prospectus may not be comparable to financial information prepared by other U.S. or Canadian companies.

        References to "$" in this prospectus are to U.S. dollars and references to "Cdn$" in this prospectus are to Canadian dollars unless otherwise indicated. See "Exchange Rate Information".

         In this prospectus, "we", "us" and "our" refer to Kinross and its subsidiaries, unless otherwise specified or the context requires otherwise.

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TABLE OF CONTENTS

 
  Page  

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    iii  

WHERE YOU CAN FIND MORE INFORMATION

    iv  

NOTE REGARDING FORWARD-LOOKING STATEMENTS

    iv  

NOTICE REGARDING PRESENTATION OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES

    vi  

EXCHANGE RATE INFORMATION

    vii  

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

    vii  

PROSPECTUS SUMMARY

    1  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

    6  

CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

    7  

RISK FACTORS

    8  

KINROSS

    11  

GENERAL DEVELOPMENT OF THE BUSINESS

    12  

EXCHANGE OFFER

    15  

USE OF PROCEEDS

    23  

CONSOLIDATED CAPITALIZATION

    24  

EARNINGS COVERAGE

    25  

DESCRIPTION OF THE NOTES AND GUARANTEES

    26  

U.S. FEDERAL INCOME TAX CONSEQUENCES

    44  

CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

    45  

PLAN OF DISTRIBUTION

    46  

INDEPENDENT CHARTERED PROFESSIONAL ACCOUNTANTS

    46  

INTERESTS OF QUALIFIED PERSONS

    46  

VALIDITY OF NOTES AND GUARANTEES

    46  

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

    47  

         This prospectus incorporates by reference documents that contain important business and financial information about us that is not included in or delivered with this prospectus. These documents are available without charge to security holders upon written or oral request to the Corporate Secretary of Kinross at Kinross Gold Corporation, 25 York Street, 17th Floor, Toronto, Ontario, Canada M5J 2V5, (416) 365-5123 and are also available electronically on the System for Electronic Document Analysis and Retrieval at http://sedar.com . To obtain timely delivery, holders of the Initial Notes must request these documents no later than five business days before the expiration date. Unless extended, the expiration date is                    , 2018.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents, filed with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada and filed with or furnished to the U.S. Securities and Exchange Commission (the " Commission "), are specifically incorporated by reference in this prospectus:

    (a)
    The annual information form of Kinross dated as of March 29, 2018 for the year ended December 31, 2017 (incorporated by reference to Exhibit 99.1 to Kinross' Form 40-F filed with the Commission on March 29, 2018 (the " Form 40-F ")).

    (b)
    The annual audited consolidated financial statements of Kinross for the year ended December 31, 2017, including the consolidated balance sheets as at December 31, 2017 and December 31, 2016, the consolidated statements of operations, comprehensive income (loss), cash flows, and equity for the years ended December 31, 2017 and December 31, 2016, and related notes, together with the reports of the registered public accounting firm thereon (incorporated by reference to Exhibit 99.3 of the Form 40-F).

    (c)
    The management's discussion and analysis of Kinross for the financial year ended December 31, 2017 (incorporated by reference to Exhibit 99.2 of the Form 40-F).

    (d)
    The management information circular of Kinross filed on April 4, 2018, in connection with the annual meeting of Kinross' shareholders held on May 9, 2018 (incorporated by reference to Exhibit 99.3 to Kinross' Form 6-K, furnished to the Commission on April 4, 2018).

    (e)
    The material change report of Kinross dated March 20, 2018 (incorporated by reference to Exhibit 99.2 to Kinross' Form 6-K, furnished to the Commission on March 26, 2018).

    (f)
    The unaudited interim condensed consolidated financial statements of Kinross for the three months ended March 31, 2018, including the consolidated balance sheets as at March 31, 2018 and December 31, 2017, the consolidated statements of operations, comprehensive income, cash flows and equity for the three months ended March 31, 2018 and 2017, and related notes (incorporated by reference to Exhibit 99.1 to Kinross' Form 6-K, furnished to the Commission on May 9, 2018).

    (g)
    The management's discussion and analysis of Kinross for the three months ended March 31, 2018 (incorporated by reference to Exhibit 99.1 to Kinross' Form 6-K, furnished to the Commission on May 9, 2018).

        Any annual information form, annual financial statements (including the auditors' report thereon), interim financial statements, management's discussion and analysis, material change report (excluding any confidential material change reports), business acquisition report or information circular or amendments thereto that we file with any securities commission or similar regulatory authority in Canada after the date of this prospectus and prior to the termination of the offering of the New Notes will be incorporated by reference in this prospectus and will automatically update and supersede information contained or incorporated by reference in this prospectus. In addition, all documents we file with or furnish to the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the " Exchange Act "), subsequent to the date of this prospectus and prior to the termination of the offering of the New Notes to which this prospectus relates shall be deemed to be incorporated by reference into this prospectus and the registration statement of which the prospectus forms a part from the date of filing or furnishing of such documents (in the case of any Report on Form 6-K, if and to the extent expressly set forth in such report).

         Any statement contained in a document incorporated or deemed to be incorporated by reference herein or contained in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent any statement contained herein or in any subsequently filed or furnished document which is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material

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fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.


WHERE YOU CAN FIND MORE INFORMATION

        We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, without charge, upon written or oral request to the Corporate Secretary of Kinross at Kinross Gold Corporation, 25 York Street, 17th Floor, Toronto, Ontario, Canada M5J 2V5, (416) 365-5123, copies of the documents incorporated by reference in this prospectus. We do not incorporate by reference into this prospectus any of the information on, or accessible through, our website or any of the websites listed below.

        We file certain reports with, and furnish other information to, the Commission and the provincial and territorial securities regulatory authorities of Canada. Kinross' Commission file number is 1-13382. Under a multi-jurisdictional disclosure system adopted by the United States and Canada, such reports and other information may be prepared in accordance with the disclosure requirements of the provincial and territorial securities regulatory authorities of Canada, which requirements are different from those of the United States. As a foreign private issuer, Kinross is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and Kinross' officers and directors are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. Our reports and other information filed with or furnished to the Commission are available, and our reports and other information filed or furnished in the future with or to the Commission will be available, from the Commission's Electronic Document Gathering and Retrieval System ( http://www.sec.gov ), which is commonly known by the acronym "EDGAR", as well as from commercial document retrieval services. You may also read (and by paying a fee, copy) any document we file with or furnish to the Commission at the Commission's public reference room in Washington, D.C. (100 F Street N.E., Washington, D.C. 20549). Please call the Commission at 1-800-SEC-0330 for more information on the public reference room. You may also inspect our Commission filings at the NYSE, 20 Broad Street, New York, New York 10005. Our Canadian filings are available on the System for Electronic Document Analysis and Retrieval (" SEDAR ") at http://www.sedar.com .

        We have filed with the Commission under the Securities Act, a registration statement on Form F-10/S-4 relating to the securities being offered hereunder and of which this prospectus forms a part. This prospectus does not contain all the information set forth in such registration statement, certain items of which are contained in the exhibits to the registration statement as permitted or required by the rules and regulations of the Commission. Items of information omitted from this prospectus but contained in the registration statement will be available on the Commission's website at http://www.sec.gov .


NOTE REGARDING FORWARD-LOOKING STATEMENTS

        All statements, other than statements of historical fact, contained or incorporated by reference in this prospectus including, but not limited to, any information as to our future financial or operating performance, 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 U.S. Private Securities Litigation Reform Act of 1995 and are based on expectations, estimates and projections as of the date of this prospectus or in the case of any documents incorporated by reference herein or therein, as of the date of such documents. Forward-looking statements contained or incorporated by reference in this prospectus, include, without limitation, statements with respect to: our guidance for production; production costs of sales, all-in sustaining cost and capital expenditures; the schedules and budgets for the Company's development projects; and continuous improvement initiatives; as well as references to other possible events; the future price of gold and silver; the timing and amount of estimated future production; costs of production, capital expenditures; costs and timing of the development of projects and new deposits; success of exploration, development and mining activities; currency fluctuations; capital requirements project studies; mine life extensions; permit applications and conversions; restarting suspended or disrupted operations; and resolution of pending litigation. The words "aim," "anticipate," "assumption," "believe," "budget," "consideration," "continue," "develop," "enhancement," "estimate," "expand," "expect," "explore," "extend," "focus," "forecast," "future," "guidance," "indicate," "intend," "initiative," "measures," "opportunity," "optimize," "outlook," "phased," "plan," "possible," "potential," "project," "schedule," "seek," "study," "target,"

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"transform," 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 prospectus, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth or incorporated by reference herein as well as: (1) there being no significant disruptions affecting the operations of the Company whether due to extreme weather events (including, without limitation, excessive or lack of rainfall, in particular, the potential for further production curtailments at Paracatu resulting from insufficient rainfall) and other or related natural disasters, labour disruptions (including but not limited to workforce reductions), supply disruptions, power disruptions, damage to equipment or otherwise; (2) permitting, development, operations and production from the Company's operations and development projects being consistent with Kinross' current expectations including, without limitation, the maintenance of existing permits and approvals and the timely receipt of all permits and authorizations necessary for the development and operation of the Tasiast Phase Two expansion and the Round Mountain Phase W expansion including, without limitation, work permits, necessary import authorizations for goods and equipment; commissioning and operation of the semi-autogenous (" SAG ") mill; exploration license conversions at Tasiast; and land acquisitions and permitting for the construction and operation of the new tailings facility, water and power supply and launch of the new tailings reprocessing facility at Paracatu; (3) political and legal developments in any jurisdiction in which the Company operates being consistent with its current expectations including, without limitation, the impact of any political tensions and uncertainty in the Russian Federation and Ukraine or any related sanctions and any other similar restrictions or penalties imposed, or actions taken, by any government, including but not limited to potential power rationing, tailings facility regulation and amendments to mining laws in Brazil, potential amendments to water laws and/or other water use restrictions and regulatory actions in Chile, potential amendments to minerals and mining laws, energy levies laws, and dam safety regulation in Ghana, potential amendments to customs and mining laws (including but not limited to amendments to the value-added tax) and regulations relating to work permits and discussions regarding the Company's activities in Mauritania, the potential passing of Environmental Protection Agency regulations in the US relating to the provision of financial assurances under the Comprehensive Environmental Response, Compensation and Liability Act, the coming into effect of the European Union's General Data Protection Regulation and potential amendments to and enforcement of tax laws in Russia (including, but not limited to, the interpretation, implementation, application and enforcement of any such laws and amendments thereto), being consistent with Kinross' current expectations; (4) the completion of studies, including optimization studies, prefeasibility and feasibility studies, on the timelines currently expected and the results of those studies being consistent with Kinross' current expectations; (5) the exchange rate between the Canadian dollar, Brazilian real, Chilean peso, Russian rouble, Mauritanian ouguiya, Ghanaian cedi and the U.S. dollar being approximately consistent with current levels; (6) certain price assumptions for gold and silver; (7) prices for diesel, natural gas, fuel oil, electricity and other key supplies being approximately consistent with current levels; (8) production and cost of sales forecasts for the Company meeting expectations; (9) the accuracy of the current mineral reserve and mineral resource estimates of the Company (including but not limited to ore tonnage and ore grade estimates) and mine plans for the Company's mining operations (including but not limited to throughput and recoveries being affected by metallurgical characteristics at Paracatu); (10) labour and materials costs increasing on a basis consistent with Kinross' current expectations; (11) the terms and conditions of the legal and fiscal stability agreements for the Tasiast and Chirano operations being interpreted and applied in a manner consistent with their intent and Kinross' expectations and without amendment or formal dispute; (12) goodwill and/or asset impairment potential; (13) the regulatory and legislative regime regarding mining, electricity production and transmission (including rules related to power tariffs) in Brazil being consistent with Kinross' current expectations; (14) access to capital markets, including but not limited to maintaining a debt rating consistent with the Company's current expectations; and (15) that Kinross will complete the acquisition of the Brazilian power plants in accordance with, and on the timeline contemplated by, the terms of the relevant agreements, on a basis consistent with our current expectations. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to: sanctions (or any other similar restrictions or penalties) now or subsequently imposed or other actions taken, by, against, in respect of or

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otherwise impacting any jurisdiction in which the Company is domiciled or operates (including but not limited to the Russian Federation, Canada, the European Union and the United States), or any government or citizens of, persons or companies domiciled in, or the Company's business, operations or other activities in, any such jurisdiction; fluctuations in the currency markets; fluctuations in the spot and forward price of gold or certain other commodities (such as fuel and electricity); changes in the discount rates applied to calculate the present value of net future cash flows based on country-specific real weighted average cost of capital; changes in the market valuations of peer group gold producers and the Company, and the resulting impact on market price to net asset value multiples; changes in various market variables, such as interest rates, foreign exchange rates, gold or silver prices and lease rates, or global fuel prices, that could impact the mark-to-market value of outstanding derivative instruments and ongoing payments/receipts under any financial obligations; risks arising from holding derivative instruments (such as credit risk, market liquidity risk and mark-to-market risk); changes in national and local government legislation, taxation (including but not limited to income tax, advance income tax, stamp tax, withholding tax, capital tax, tariffs, value-added or sales tax, capital outflow tax, capital gains tax, windfall or windfall profits tax, royalty, excise tax, customs/import or export taxes/duties, asset taxes, asset transfer tax, property use or other real estate tax, together with any related fine, penalty, surcharge, or interest imposed in connection with such taxes), controls, policies and regulations; the security of personnel and assets; political or economic developments in Canada, the United States, Chile, Brazil, Russia, Mauritania, Ghana, or other countries in which Kinross does business or may carry on business; business opportunities that may be presented to, or pursued by, us; our ability to successfully integrate acquisitions and complete divestitures; operating or technical difficulties in connection with mining or development activities; employee relations; litigation or other claims against, or regulatory investigations and/or any enforcement actions or sanctions in respect of the Company (and/or its directors, officers, or employees) including, but not limited to, securities class action litigation in Canada and/or the United States, or any investigations, enforcement actions and/or sanctions under any applicable anti-corruption, international sanctions and/or anti-money laundering laws and regulations in Canada, the United States or any other applicable jurisdiction; the speculative nature of gold exploration and development including, but not limited to, the risks of obtaining necessary licenses and permits; diminishing quantities or grades of reserves; adverse changes in our credit rating; and contests over title to properties, particularly title to undeveloped properties. In addition, there are risks and hazards associated with the business of gold exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion losses (and the risk of inadequate insurance, or the inability to obtain insurance, to cover these risks). Many of these uncertainties and contingencies can directly or indirectly 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, including but not limited to resulting in an impairment charge on goodwill and/or assets. 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. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. All of the forward-looking statements made or incorporated by reference in this prospectus are qualified by these cautionary statements and those made in our other filings with the securities regulators of Canada and the United States including, but not limited to, the cautionary statements made in the "Risk Factors" section of our management's discussion and analysis for the financial year ended December 31, 2017 and management's discussion and analysis for the three months ended March 31, 2018. These factors are not intended to represent a complete list of the factors that could affect Kinross. Kinross disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.


NOTICE REGARDING PRESENTATION OF MINERAL RESERVE
AND MINERAL RESOURCE ESTIMATES

        In accordance with applicable Canadian securities regulatory requirements, all mineral reserve and mineral resource estimates of Kinross incorporated by reference in this prospectus have been prepared in accordance with National Instrument 43-101 —  Standards of Disclosure for Mineral Projects (" NI 43-101 "), classified in accordance with Canadian Institute of Mining Metallurgy and Petroleum's "CIM Standards on Mineral Resources and Reserves Definitions and Guidelines" (the " CIM Guidelines "). The definitions of mineral reserves and

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mineral resources are set out in our disclosure of our mineral reserve and mineral resource estimates that are incorporated by reference in this prospectus.

        The terms "mineral reserve," "proven mineral reserve" and "probable mineral reserve" are Canadian mining terms as defined in accordance with NI 43-101 and the CIM Guidelines. These definitions differ from the definitions in the SEC Industry Guide 7 under the Securities Act (" SEC Industry Guide 7 "). Under SEC Industry Guide 7 standards, a "final" or "bankable" feasibility study is required to report reserves. The three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate government authority.

        In addition, Kinross uses the terms "mineral resources," "measured mineral resources," "indicated mineral resources" and "inferred mineral resources." While those terms are recognized by Canadian securities regulatory authorities, they are not recognized by the SEC. Pursuant to the CIM Guidelines, mineral resources have a higher degree of uncertainty than mineral reserves as to their existence as well as their economic and legal feasibility. Inferred mineral resources, when compared with measured or indicated mineral resources, have the least certainty as to their existence, and it cannot be assumed that all or any part of inferred mineral resources will be upgraded to an indicated or measured mineral resource as a result of continued exploration. Pursuant to NI 43-101, inferred mineral resources may not form the basis of any economic analysis, including any feasibility study. Accordingly, investors are cautioned not to assume that all or any part of a mineral resource exists, will ever be converted into a mineral reserve, or is or will ever be economically or legally mineable or recovered. Accordingly, these mineral reserve and mineral resource estimates and related information may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal laws and the rules and regulations thereunder, including SEC Industry Guide 7.


EXCHANGE RATE INFORMATION

        The daily rate of exchange on May 17, 2018, as reported by the Bank of Canada for the conversion of United States dollars into Canadian dollars was $1.00 equals Cdn$1.2801.


ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

        Kinross is a corporation existing under the laws of the Province of Ontario, Canada. A majority of the assets of the Company are located outside of the United States and a majority of the directors and officers of the Company and some of the experts named in this prospectus and the documents incorporated by reference herein are resident, and a majority of their assets are located, outside of the United States. As a result, it may be difficult for United States investors to effect service of process within the United States upon those directors, officers or experts who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of such directors, officers or experts under U.S. federal securities laws. There is substantial doubt whether an action could be brought in Ontario in the first instance on the basis of liability predicated solely upon such laws.

        The assets of several of our subsidiary guarantors are also located outside of the United States. Their directors and officers are generally resident outside of the United States. As a result, it may be difficult for United States investors to effect service of process within the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of such directors or officers under U.S. federal securities laws.

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PROSPECTUS SUMMARY

Company Overview

        Kinross is principally engaged in the mining and processing of gold and, as a by-product, silver ore and the exploration for, and the acquisition of, gold bearing properties in the Americas, Russia, West Africa and worldwide. The principal products of Kinross are gold and silver produced in the form of doré that is shipped to refineries for final processing.

        Kinross' strategy is to increase shareholder value through increases in precious metal reserves, net asset value, production, long-term cash flow and earnings per share. Kinross' strategy also consists of optimizing the performance, and therefore, the value, of existing operations, investing in quality exploration and development projects and acquiring new potentially accretive properties and projects.

        The following table sets out our primary mining operations, along with our percentage ownership and attributable share of production and sales volume for the three months ended March 31, 2018 and the year ended December 31, 2017:

 
   
   
  Gold Equivalent
Ounces
(Kinross Share)
(Three Months
Ended
March 31, 2018)
   
   
 
 
   
   
  Gold Equivalent Ounces
(Kinross Share)
(Year Ended
December 31, 2017)
 
 
  %
Ownership
(as of
March 31,
2018)
  %
Ownership
(as of
December 31,
2017)
 
Operation
  Produced   Sold   Produced   Sold  

Fort Knox, Alaska, USA

    100%     100%     79,928     79,611     381,115     381,779  

Round Mountain, Nevada, USA

    100%     100%     97,083     97,781     436,932     438,051  

Bald Mountain, Nevada, USA

    100%     100%     93,440     98,142     282,715     262,916  

Kettle River-Buckhorn, Washington, USA (1)

    100%     100%         927     76,570     77,087  

Kupol, Russia (2)

    100%     100%     120,181     122,624     580,451     577,007  

Paracatu, Brazil

    100%     100%     128,200     128,279     359,959     356,251  

Maricunga, Chile

    100%     100%     22,166     22,354     91,127     41,316  

Tasiast, Mauritania

    100%     100%     58,778     60,503     243,240     236,256  

Chirano, Ghana (3)

    90%     90%     60,179     64,440     246,027     251,212  
                               

Operations Total

                659,955     674,661     2,698,136     2,621,875  
                               

Less Chirano non-controlling interest (10%) (4)

                6,018     6,444     24,603     25,121  
                               

Attributable

                653,937     668,217     2,673,533     2,596,754  
                               

(1)
Kinross completed mining activities at Kettle River-Buckhorn in the second quarter of 2017.

(2)
Includes production from our Dvoinoye mine.

(3)
Gold equivalent ounces produced and sold are shown on a 100% basis.

(4)
The Government of Ghana has a 10% carried interest in Chirano.

        The principal executive offices of each of the registrants is c/o Kinross Gold Corporation, 25 York Street, 17th Floor, Toronto, Ontario, Canada M5J 2V5, (416) 365-5123.

 

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Summary Of Terms Of The Exchange Offer

        We are offering to exchange $500,000,000 aggregate principal amount of Initial Notes for a like aggregate principal amount of our New Notes, evidencing the same continuing indebtedness as the Initial Notes. In order to exchange your Initial Notes, you must properly tender them and we must accept your tender. We will exchange all outstanding Initial Notes that are validly tendered and not validly withdrawn.

Exchange Offer:

 

We will exchange your Initial Notes for a like aggregate principal amount of our New Notes.

Resale of New Notes:

 

We believe you may offer the New Notes for resale and resell and otherwise transfer New Notes without compliance with the registration or prospectus delivery provisions of the U.S. Securities Act of 1933, as amended (the " Securities Act ") if:

 

You are acquiring the New Notes in the ordinary course of your business;

 

You are not a broker-dealer that acquired the Initial Notes from us or in market-making transactions or other trading activities;

 

You are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of the New Notes issued to you; and

 

You are not an affiliate, under Rule 405 of the Securities Act, of us.

 

You should read the discussion under the heading "Exchange Offer" for further information regarding the exchange offer and resale of the New Notes.

Registration Rights Agreement:

 

We have undertaken this exchange offer pursuant to the terms of a registration rights agreement entered into with the initial purchasers of the Initial Notes. See "Exchange Offer."

Consequences of Failure to Exchange Initial Notes:

 

You will continue to hold Initial Notes that remain subject to their existing transfer restrictions if:

 

You do not tender your Initial Notes; or

 

You tender your Initial Notes and they are not accepted for exchange.

 

Subject to certain limited exceptions, we will have no obligation to register the Initial Notes after we consummate the exchange offer. See "Exchange Offer — Terms of the Exchange Offer — Consequences of Failure to Exchange" and "Exchange Offer — Terms of the Exchange Offer — Acceptance of Initial Notes for Exchange; Delivery of New Notes."

Expiration Date:

 

The "expiration date" for the exchange offer is 5:00 p.m., New York City time, on,, 2018, unless we extend it, in which case "expiration date" means the latest date and time to which the exchange offer is extended.

Interest on the New Notes:

 

The New Notes will accrue interest at a rate of 4.50% per annum from and including the last interest payment date on which interest has been paid on the Initial Notes. No additional interest will be paid on Initial Notes tendered and accepted for exchange.

Conditions to the Exchange Offer:

 

The exchange offer is subject to certain customary conditions, which we may waive. See "Exchange Offer — Terms of the Exchange Offer — Conditions."

 

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Procedures for Tendering Initial Notes:

 

If you wish to accept the exchange offer, you must submit the required documentation and effect a tender of Initial Notes pursuant to the procedures for book-entry transfer (or other applicable procedures), all in accordance with the instructions described in this prospectus and in the letter of transmittal. See "Exchange Offer — Terms of the Exchange Offer — Procedures for Tendering," "Exchange Offer — Terms of the Exchange Offer — Book-Entry Transfer," "Exchange Offer — Terms of the Exchange Offer — Exchanging Book-Entry Notes" and "Exchange Offer — Terms of the Exchange Offer — Guaranteed Delivery Procedures."

Guaranteed Delivery Procedures:

 

If you wish to tender your Initial Notes, but cannot properly do so prior to the expiration date, you may tender your Initial Notes in accordance with the guaranteed delivery procedures described in "Exchange Offer — Terms of the Exchange Offer — Guaranteed Delivery Procedures."

Withdrawal Rights:

 

Tenders of Initial Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date. To withdraw a tender of Initial Notes, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in the letter of transmittal prior to 5:00 p.m., New York City time, on the expiration date.

Acceptance of Initial Notes and Delivery of New Notes:

 

Subject to certain conditions, any and all Initial Notes that are validly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date will be accepted for exchange. The New Notes issued pursuant to the exchange offer will be delivered promptly following the expiration date. See "Exchange Offer — Terms of the Exchange Offer."

U.S. Federal and Canadian Federal Income Tax Considerations:

 

The exchange of the Initial Notes for the New Notes will not constitute a taxable exchange for U.S. federal or Canadian federal income tax purposes. See "U.S. Federal Income Tax Consequences" and "Canadian Federal Income Tax Considerations."

Use of Proceeds:

 

We will not receive any proceeds from the exchange offer.

Exchange Agent:

 

Wells Fargo Bank, National Association is serving as the exchange agent.

Summary of Terms of the New Notes:

 

The terms of the New Notes are substantially identical to the terms of the Initial Notes except that the New Notes:

 

will be registered under the Securities Act, and therefore will not contain restrictions on transfer;

 

will not contain certain provisions relating to additional interest;

 

will bear a different CUSIP number from the Initial Notes; and

 

will not entitle their holders to registration rights.

Issuer:

 

Kinross Gold Corporation

Notes Offered:

 

$500,000,000 aggregate principal amount of 4.50% notes due 2027.

Interest Rate:

 

The New Notes will bear interest at the rate of 4.50% per annum.

Interest Payment Dates:

 

Payable semi-annually in arrears on January 15 and July 15 of each year.

Maturity Date:

 

The New Notes will mature on July 15, 2027.

 

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Ranking:

 

The New Notes will rank equally with all of our other unsecured and unsubordinated indebtedness. The New Notes will be effectively subordinated to all indebtedness and other liabilities of our non-guarantor subsidiaries and the New Notes and the guarantees of the New Notes will be effectively subordinated to any secured indebtedness and other secured liabilities of ours and the Guarantor Subsidiaries, in each case to the extent of the assets securing such indebtedness and other liabilities.

Guarantees:

 

The New Notes will be unconditionally and irrevocably guaranteed (the " Guarantees ") by each Kinross subsidiary that guarantees payment by Kinross of any of its indebtedness under its Credit Agreement (as defined herein) from time to time (the " Guarantor Subsidiaries "). Each subsidiary guarantee will be a senior unsecured obligation of the respective Guarantor Subsidiary and will rank:

 

equal in right of payment with existing and future unsecured senior debt of such Guarantor Subsidiary, including such Guarantor Subsidiary's guarantee of the Credit Agreement (as defined herein) and our other senior unsecured notes;

 

senior in right of payment to any future subordinated debt of such Guarantor Subsidiary; and

 

effectively junior in right of payment to any future debt of such Guarantor Subsidiary that is secured by liens on assets of such Guarantor Subsidiary to the extent of the value of such assets.

Optional and Tax Redemption:

 

Prior to April 15, 2027 (three months prior to the maturity date), we may redeem the New Notes, in whole or from time to time in part, at our option, at the redemption price described in this prospectus. On or after April 15, 2027 (three months prior to the maturity date), we may redeem the New Notes, in whole, but not in part, at a redemption price equal to 100% of the principal amount of the New Notes plus accrued interest thereon to, but not including, the date of redemption. See "Description of the Notes and Guarantees — Optional Redemption."

 

The New Notes may also be redeemed, in whole but not in part, under certain circumstances relating to changes in applicable tax laws as described under "Description of the Notes and Guarantees — Tax Redemption."

Change of Control:

 

Upon the occurrence of both (i) a change of control of Kinross and (ii) a downgrade within a specified period of the New Notes below an investment grade rating by each of Moody's Investors Service Inc. and S&P Global Rating Services, Kinross will be required to make an offer to purchase the New Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to, but not including, the date of repurchase. See "Description of the Notes and Guarantees — Change of Control Repurchase Event."

 

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Additional Amounts:

 

All payments made by us with respect to the New Notes will be made without withholding or deduction for taxes unless required to be withheld or deducted by applicable law or by the interpretation or administration thereof. Subject to the exceptions and limitations set forth in this prospectus, if Kinross or a Guarantor Subsidiary is required to withhold or deduct for taxes from any payment made under or with respect to the New Notes, we will pay to any holder of such notes such additional amounts as may be necessary so that the net payment received by such holder after such withholding or deduction will not be less than the amount such holder would have received if such taxes had not been withheld or deducted. See "Description of the Notes and Guarantees — Payment of Additional Amounts."

Form:

 

The New Notes will be represented by one or more fully registered global notes deposited in book entry form with, or on behalf of, The Depository Trust Company, and registered in the name of its nominee. See "Description of the Notes and Guarantees — Global Securities and Book Entry System."

Governing Law:

 

The indenture is, and the New Notes and the related Guarantees are or will be, governed by and construed in accordance with the laws of the State of New York.

Risk Factors:

 

Investing in the New Notes involves risks. See "Risk Factors" beginning on page 8 of this prospectus.

 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following table sets forth selected historical consolidated financial data for the periods, and as of the dates, indicated. The selected historical consolidated financial data as of and for the years ended December 31, 2017 and 2016 have been derived from the audited consolidated financial statements included in our Annual Report on Form 40-F for the year ended December 31, 2017, which are incorporated by reference herein. The audited consolidated financial statements included in our Annual Report on Form 40-F for the year ended December 31, 2017 have been audited by KPMG LLP, our independent chartered professional accountants, as set forth in their report thereon, which is incorporated by reference herein.

        The selected historical consolidated financial data as of and for the years ended December 31, 2015, 2014 and 2013 have been derived from the audited consolidated financial statements included in our Annual Reports on Form 40-F for the years ended December 31, 2015 and 2014, which are not incorporated by reference herein. The audited consolidated financial statements included in our Annual Report on Form 40-F for the years ended December 31, 2015, 2014 and 2013 have been audited by KPMG LLP, our independent chartered professional accountants, as set forth in their report thereon, which is not incorporated by reference herein.

        The selected historical consolidated financial data as of March 31, 2018 and for the three months ended March 31, 2018 and 2017 has been derived from our unaudited interim condensed consolidated financial statements for the three months ended March 31, 2018, which are incorporated by reference herein, and which has been prepared on a basis consistent with the audited consolidated financial statements included in our Annual Report on Form 40-F for the year ended December 31, 2017. In the opinion of management, such unaudited financial information reflects all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for the periods presented. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year or any future period.

        Our historical financial data is not necessarily indicative of future performance. This data should be read in conjunction with our audited consolidated financial statements, including the notes to the financial statements, and the risk factors set out or incorporated by reference in this prospectus.


Consolidated Statements of Operations

 
  Three Months Ended
March 31,
  Year Ended
December 31,
 
 
  2018   2017   2017   2016   2015   2014   2013  
 
  (in millions of $ except per share amounts)
 

Operating income (loss)

    177.9     48.6     336.5     46.3     (742.9 )   (1,027.2 )   (2,635.2 )

Income (loss) from continuing operations after tax

    106.2     133.8     442.2     (109.1 )   (989.4 )   (1,427.1 )   (3,012.2 )

Earnings (loss) per share from continuing operations attributable to common shareholders

                                           

Basic

    0.09     0.11     0.36     (0.08 )   (0.86 )   (1.22 )   (2.64 )

Diluted

    0.08     0.11     0.35     (0.08 )   (0.86 )   (1.22 )   (2.64 )


Balance Sheet Information

 
  As of March 31,   As of December 31,  
 
  2018   2017   2017   2016   2015   2014   2013  
 
  (in millions of $)
 

Total assets

    8,231.5     8,003.8     8,157.2     7,979.3     7,735.4     8,951.4     10,286.7  

Long term obligations

    2,982.9     3,154.3     2,952.7     3,157.3     3,100.4     3,455.2     3,483.9  

 

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Cash Dividends Declared Per Common Share (in $)

Three Months Ended
March 31, 2018
  2017 (a)   2016 (a)   2015 (a)   2014 (a)   2013  
 

                    0.08  

(a)
On July 31, 2013, the Board of Directors suspended the payment of semi-annual dividends.


CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

 
  Three
Months
Ended
March 31,
  Year ended  
 
  2018   2017   2016   2015   2014   2013  

Ratio of earnings to fixed charges

    6.6     4.7     (b)   (a)   (a)   (a)

(a)
Due to our losses for the year ended December 31, 2013, 2014 and 2015 the ratio of earnings to fixed charges was negative for these years. We would have had to generate additional earnings before taxes of $3,008.1 million, $1,392.9 million, and $869.4 million for the years ended December 31, 2013, 2014 and 2015, respectively, to have achieved earnings to fixed charge ratios of one-to-one. The losses for the year ended December 31, 2013, 2014 and 2015 included the impact of non-cash impairment charges of $3,169.6 million, $1,251.4 million and $699.0 million, respectively.

(b)
The ratio of earnings to fixed charges for the year ended December 31, 2016 was below one-to-one. We would have had to generate additional earnings before taxes of $61.3 million to have achieved earnings to fixed charge ratios of one-to-one.

 

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RISK FACTORS

         In deciding whether to exchange Initial Notes for New Notes, you should carefully consider the risks and uncertainties described below and under the heading "Risk Factors" in Kinross' annual information form dated as of March 29, 2018 for the year ended December 31, 2017, which is incorporated by reference herein. These risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any such risks actually occur, our business, financial condition and operating results could be materially harmed.

Our indebtedness could adversely affect our financial health and operating flexibility.

        As of March 31, 2018, we had an aggregate consolidated indebtedness outstanding of approximately $1,733.2 million. We also had $728.5 million in issued letters of credit and surety bonds. In addition, our non-guarantor subsidiaries had indebtedness and other liabilities, including trade payables and excluding intercompany obligations, of $904.0 million, all of which would have ranked structurally senior to the New Notes. As a result of this indebtedness, we are required to use a material portion of our cash flow to service principal and interest on our debt, which will limit the cash flow available for other business opportunities.

        Our indebtedness could have important consequences to us, including:

    limiting our ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution of our growth strategy or other purposes;

    limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service the debt;

    increasing our vulnerability to general adverse economic and industry conditions, including increases in interest rates;

    limiting our ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in government regulation; and

    limiting our ability or increasing the costs to refinance indebtedness.

Enforcing your rights as a holder of the New Notes or under the Guarantees across multiple jurisdictions may be difficult.

        The New Notes will be issued by Kinross, which is incorporated under the laws of the Province of Ontario, and guaranteed by the Guarantor Subsidiaries, which are incorporated in various jurisdictions, including the United States, Brazil, Luxembourg, the Netherlands and the British Virgin Islands. In the event of bankruptcy, insolvency or a similar event, proceedings could be initiated in any of these jurisdictions and in the jurisdiction of organization of a future guarantor of the New Notes. Your rights under the New Notes and the Guarantor Subsidiaries' Guarantees will thus be subject to the laws of several jurisdictions, and you may not be able to effectively enforce your rights in multiple bankruptcy, insolvency and other similar proceedings. Moreover, such multi-jurisdictional proceedings are typically complex and costly for creditors and often result in substantial uncertainty and delay in the enforcement of creditors' rights.

        In addition, the bankruptcy, insolvency, administrative, and other laws of the respective Guarantor Subsidiaries' jurisdictions of incorporation may be materially different from, or in conflict with, one another and those of the United States in certain areas, including creditors' rights, priority of creditors, the ability to obtain post-petition interest and the duration of the insolvency proceeding. The application of these various laws in multiple jurisdictions could trigger disputes over which jurisdictions' law should apply and could adversely affect your ability to enforce your rights and to collect payment in full under the New Notes, the guarantees and any security.

Corporate benefit and financial assistance laws and other limitations on the Guarantees may adversely affect the validity and enforceability of the Guarantees of the New Notes.

        The Guarantees of the New Notes by the Guarantor Subsidiaries provide the holders of the New Notes with a direct claim against the assets of the Guarantor Subsidiaries. Each of the Guarantees, however, will be limited to the maximum amount that can be guaranteed by a particular Guarantor Subsidiary without rendering the

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Guarantee, as it relates to that Guarantor Subsidiary, voidable or otherwise ineffective under applicable law. This provision may not be effective to protect the Guarantees from being voided under fraudulent transfer law. In a Florida bankruptcy case, this kind of provision was found to be ineffective to protect guarantees. In addition, enforcement of any of these Guarantees against any Guarantor Subsidiary will be subject to certain defenses available to guarantors generally. These laws and defenses include those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose or benefit, preservation of share capital, thin capitalization and regulations or defenses affecting the rights of creditors generally. If one or more of these laws and defenses are applicable, a Guarantor Subsidiary may have no liability or decreased liability under its Guarantee.

The New Notes will be structurally subordinated to the liabilities of non-guarantor subsidiaries.

        Some, but not all, of our subsidiaries will guarantee the New Notes. Generally, holders of indebtedness of, and trade creditors of, non-guarantor subsidiaries, including lenders under bank financing agreements, are entitled to payments of their claims from the assets of such subsidiaries before these assets are made available for distribution to Kinross or any Guarantor Subsidiary, as direct or indirect shareholder.

        Accordingly, in the event that any of the non-guarantor subsidiaries or joint venture become insolvent, liquidates or otherwise reorganizes:

    the creditors of Kinross or the Guarantor Subsidiaries (including the holders of the New Notes) will have no right to proceed against such subsidiary or joint venture entities' assets; and

    creditors of such non-guarantor subsidiary or joint venture, including trade creditors, will generally be entitled to payment in full from the sale or other disposal of the assets of such subsidiary or joint venture before Kinross or any Guarantor Subsidiary, as direct or indirect shareholder, will be entitled to receive any distributions from such subsidiary or joint venture.

        Our subsidiaries that will not guarantee the New Notes generated 37% of our total revenues and 37% of our operating cash flow for the three months ended March 31, 2018 and represented 52% of our total assets (excluding intercompany assets) as of March 31, 2018. As of March 31, 2018, our non-guarantor subsidiaries had approximately $904.0 million of indebtedness and other liabilities, including trade payables but excluding intercompany obligations, all of which would have ranked structurally senior to the New Notes and the guarantees.

If the Guarantors are released from their obligations under our Credit Agreement, those Guarantors may be released from their Guarantees of the Notes.

        Under our Credit Agreement, the guarantees of the Guarantors may be released upon the sale, transfer or disposition of our interest in the Guarantors and certain other circumstances, subject to the terms and conditions set forth in the Credit Agreement. If a Guarantor is no longer a guarantor of obligations under our Credit Agreement or any other successor credit agreement that may be then outstanding, then the Guarantee of the Notes by such Guarantor may be released without action by, or consent of, any holder of the Notes or the trustee under the Indenture. You will not have a claim as a creditor against any subsidiary that is no longer a Guarantor of the Notes, and the indebtedness and other liabilities, whether secured or unsecured, of those subsidiaries will rank structurally senior to the New Notes and the guarantees.

The New Notes do not restrict our ability to incur additional debt, repurchase our securities or to take other actions that could negatively affect holders of the New Notes.

        We are not restricted under the terms of the indenture governing the New Notes from incurring additional debt, including secured debt, or repurchasing our securities. In addition, the limited covenants applicable to the New Notes do not require us to achieve or maintain any minimum financial results relating to our financial position or results of operations. Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the New Notes could have the effect of diminishing our ability to make payments on the New Notes when due.

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Changes in interest rates may cause the value of the New Notes to decline.

        Prevailing interest rates will affect the market price or value of the New Notes. The market price or value of the New Notes may decline as prevailing interest rates for comparable debt instruments rise, and increase as prevailing interest rates for comparable debt instruments decline.

Credit ratings may change, adversely affecting the market value of the New Notes and our cost of capital.

        There is no assurance that the credit ratings assigned to the New Notes or Kinross will remain in effect for any given period of time or that any such rating will not be revised or withdrawn entirely by a rating agency. Real or anticipated changes in credit ratings assigned to the New Notes will generally affect the market price of the New Notes. In addition, real or anticipated changes in our credit ratings may also affect the cost at which we can access the capital markets.

        Credit rating agencies evaluate the industries in which we operate as a whole and may change their credit rating for us based on their overall view of such industries.

We may be unable to purchase the New Notes upon a change of control repurchase event.

        If a change of control repurchase event occurs in respect of the New Notes, we will be required to offer to purchase such New Notes for cash at a price equal to 101% of the principal amount of such New Notes plus accrued and unpaid interest on the New Notes repurchased to, but not including, the date of purchase in order to avoid an event of default under the indenture. See "Description of the Notes and Guarantees — Change of Control Repurchase Event." A change of control may also require us to make an offer to purchase certain of our other indebtedness and may give rise to the early termination of our Credit Agreement. We may not have sufficient funds to purchase all of the affected indebtedness and/or to repay the amounts owing under our Credit Agreement.

An active trading market may not exist for the New Notes. The absence of a market for the New Notes could adversely affect the liquidity and value of your New Notes.

        A market may not exist for the New Notes, and if a market does exist, it may not be sufficiently liquid for your purposes. If an active, liquid market does not exist for the New Notes, the market price and liquidity of the New Notes may be adversely affected. The New Notes may trade at a discount from their initial offering price.

        The liquidity of the trading market, if any, and future trading prices of the New Notes will depend on many factors, including, among other things, prevailing interest rates, our operating results, financial performance and prospects, the market for similar securities and the overall securities market, and may be adversely affected by unfavorable changes in these factors. Historically, the market has been subject to disruptions that have caused volatility in prices. The market for the New Notes may be subject to disruptions that could have a negative effect on the holders of the New Notes, regardless of our operating results, financial performance or prospects.

If you fail to exchange your Initial Notes, they will continue to be subject to transfer restrictions and may become less liquid.

        Initial Notes that you do not tender or we do not accept will, following the exchange offer, continue to be subject to transfer restrictions, and you may not offer or sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities law. We will issue New Notes in exchange for the Initial Notes pursuant to the exchange offer only following the satisfaction of the procedures and conditions set forth in "Exchange Offer — Terms of the Exchange Offer — Conditions" and "Exchange Offer — Terms of the Exchange Offer — Procedures for Tendering". These procedures and conditions include timely receipt by the exchange agent of such Initial Notes (or a confirmation of book-entry transfer) and of a properly completed and duly executed letter of transmittal (or an agent's message from The Depository Trust & Clearing Corporation (" DTCC ")).

        Because we anticipate that most holders of Initial Notes will elect to exchange their Initial Notes, we expect that the liquidity of the market for any Initial Notes remaining after the completion of the exchange offer will be substantially limited. Any Initial Notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the Initial Notes outstanding. Following the exchange offer, if you do not tender your Initial Notes you generally will not have any further registration rights, and your Initial Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Initial Notes could be adversely affected.

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KINROSS

        Kinross is principally engaged in the mining and processing of gold and, as a by-product, silver ore and the exploration for, and the acquisition of, gold bearing properties in the Americas, Russia, West Africa and worldwide. The principal products of Kinross are gold and silver produced in the form of doré that is shipped to refineries for final processing.

        Kinross' strategy is to increase shareholder value through increases in precious metal reserves, net asset value, production, long-term cash flow and earnings per share. Kinross' strategy also consists of optimizing the performance, and therefore, the value, of existing operations, investing in quality exploration and development projects and acquiring new potentially accretive properties and projects.

        The following table sets out our primary mining operations, along with our percentage ownership and attributable share of production and sales volume for the year ended December 31, 2017 and the three months ended March 31, 2018:

 
   
   
  Gold Equivalent
Ounces
(Kinross Share)
(Three Months Ended
March 31, 2018)
   
   
 
 
   
   
  Gold Equivalent Ounces
(Kinross Share)
(Year Ended
December 31, 2017)
 
 
  %
Ownership
(as of
March 31,
2018)
  %
Ownership
(as of
December 31,
2017)
 
Operation
  Produced   Sold   Produced   Sold  

Fort Knox, Alaska, USA

    100 %   100 %   79,928     79,611     381,115     381,779  

Round Mountain, Nevada, USA

    100 %   100 %   97,083     97,781     436,932     438,051  

Bald Mountain, Nevada, USA

    100 %   100 %   93,440     98,142     282,715     262,916  

Kettle River-Buckhorn, Washington, USA (1)

    100 %   100 %       927     76,570     77,087  

Kupol, Russia (2)

    100 %   100 %   120,181     122,624     580,451     577,007  

Paracatu, Brazil

    100 %   100 %   128,200     128,279     359,959     356,251  

Maricunga, Chile

    100 %   100 %   22,166     22,354     91,127     41,316  

Tasiast, Mauritania

    100 %   100 %   58,778     60,503     243,240     236,256  

Chirano, Ghana (3)

    90 %   90 %   60,179     64,440     246,027     251,212  
                               

Operations Total

                659,955     674,661     2,698,136     2,621,875  
                               

Less Chirano non-controlling interest (10%) (4)

                6,018     6,444     24,603     25,121  
                               

Attributable

                653,937     668,217     2,673,533     2,596,754  
                               

(1)
Kinross completed mining activities at Kettle River-Buckhorn in the second quarter of 2017.

(2)
Includes production from our Dvoinoye mine.

(3)
Gold equivalent ounces produced and sold are shown on a 100% basis.

(4)
The Government of Ghana has a 10% carried interest in Chirano.

        The principal executive offices of each of the registrants is c/o Kinross Gold Corporation, 25 York Street, 17th Floor, Toronto, Ontario, Canada M5J 2V5, (416) 365-5123.

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GENERAL DEVELOPMENT OF THE BUSINESS

Overview

        Kinross is principally engaged in the mining and processing of gold and, as a by-product, silver ore and the exploration for, and the acquisition of, gold bearing properties in the Americas, Russia, West Africa and worldwide.

        Our strategy is to increase shareholder value through increases in precious metal reserves, net asset value, production, long-term cash flow and earnings per share. Our strategy also consists of optimizing the performance, and therefore, the value, of existing operations, investing in quality exploration and development projects and acquiring new potentially accretive properties and projects.

        Our operations and mineral reserves are impacted by, among other things, changes in metal prices. The average gold price during 2017 was approximately $1,257 ($1,251 during 2016). We used a gold price of $1,200 per ounce at the end of 2017 to estimate mineral reserves.

Five-Year History

        On June 10, 2013, we extended the maturity dates of our $1.5 billion revolving credit facility and $1.0 billion term loan to extend the respective maturity dates and remove the minimum tangible net worth covenant. The credit facility was extended by one year to August 10, 2018 from August 10, 2017, and the term loan was extended by two years to August 10, 2017 from August 10, 2015. On March 10, 2014, we repaid $500 million of the term loan, leaving a balance of $500 million outstanding. On July 28, 2014, we amended the $500 million term loan and the $1.5 billion revolving credit facility to extend the maturity dates by one year to August 10, 2018 and August 10, 2019, respectively. On July 24, 2015, we extended the maturity dates of the $500 million term loan and $1.5 billion revolving credit facility by one year to 2019 and 2020 respectively. On July 26, 2016, we extended the maturity dates of the $500 million term loan and $1.5 billion revolving credit facility by one year, to 2020 and 2021 respectively.

        On October 9, 2013, we began commercial production at our Dvoinoye underground gold mine located in Russia's Chukotka region.

        At the end of October 2013, we suspended mining of the existing ore body at La Coipa and placed the mine on care and maintenance.

        On March 6, 2014, we completed a $500 million offering of 5.95% senior notes due 2024. We used the net proceeds, as well as an additional $7 million in cash, to repay $500 million of the term loan.

        On July 17, 2014, we entered into an amendment to increase the amount of our letter of credit guarantee facility with Export Development Canada from $200 million to $250 million.

        On October 21, 2014, we announced that we entered into an agreement with Fortress Minerals Corp. (subsequently renamed Lundin Gold Inc., " Lundin Gold "), a member of the Lundin Group of Companies, to sell all of our interest in Aurelian Resources Inc. and the FDN project in Ecuador for $240 million in cash and shares. On December 17, 2014, we completed the sale for gross cash proceeds of $150 million and $90 million of Lundin Gold common shares.

        On November 17, 2014, we withdrew our permit application and stopped the permitting process at our Lobo-Marte mine. Any future project would require the re-initiation of the permitting process. As a result of the withdrawal of the permit application, we reclassified the project's estimated proven and probable mineral reserves as measured and indicated mineral resources.

        On November 12, 2015, we announced that we had entered into a definitive asset purchase agreement to acquire 100% of the Bald Mountain (" Bald Mountain ") gold mine, which includes a large associated land package, and the remaining 50% of the Round Mountain gold mine in Nevada from Barrick Gold Corporation (" Barrick ") for $610 million in cash, subject to a working capital adjustment, which reduced the purchase price to $588 million. In addition, Barrick received a contingent 2% net smelter return royalty on future gold production from Kinross' 100%-owned Bald Mountain lands that will come into effect following the post-closing production of 10 million ounces from such lands. Barrick also retained a 50% interest in an exploration joint

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venture partnership with Kinross over 40% of the land package outside the current core mining area. The transaction was completed on January 11, 2016.

        On February 24, 2016, we announced a bought deal public equity offering of 83,400,000 common shares at a price of $3.00 per common share for gross proceeds of approximately $250 million. Kinross sold the common shares to a syndicate of underwriters led by TD Securities Inc. and Scotiabank pursuant to an underwriting agreement dated February 24, 2016. We used $175 million of the net proceeds to repay the credit facilities that were utilized to purchase assets from Barrick, with the balance being used to repay debt maturing in 2016 and for general corporate purposes. The offering was completed on March 4, 2016. On March 18, 2016, we completed the offering of an additional 12,510,000 common shares at a price of $3.00 per common share for an additional gross proceeds of $37,530,000 pursuant to the exercise of the over-allotment option by the syndicate of underwriters.

        On March 28, 2017, we announced the sale of its 25% interest in the Cerro Casale project in Chile, and our 100% interest in the Quebrada Seca exploration project located adjacent to Cerro Casale, to Goldcorp Inc. (" Goldcorp ") for: (i) $260 million in cash paid at closing (which includes $20 million for Quebrada Seca); (ii) $40 million in cash, payable following a positive construction decision by the Cerro Casale joint venture; (iii) the assumption by Goldcorp of a $20 million contingent payment obligation due to Barrick under the existing Cerro Casale shareholders agreement, which is payable when commercial production at Cerro Casale commences; and (iv) a 1.25% royalty from Goldcorp based on 25% of gross revenues from all metals sold at Cerro Casale and Quebrada Seca, with us foregoing the first $10 million in royalty payments. The transaction was completed on June 9, 2017. Additionally, on closing we entered into a water supply agreement with the Cerro Casale joint venture. After certain conditions are met, the agreement provides us with certain rights to access, up to a fixed amount, water not required by the Cerro Casale joint venture. We expect to use this water for our Chilean assets and we would be responsible for the incremental capital costs to accommodate the supply of water to the Company along with our pro rata share of operating and maintenance costs.

        On March 30, 2016, we filed an updated NI 43-101 Technical Report in respect of our Tasiast project and announced that we would proceed with a phase one expansion of our Tasiast mine as outlined in the Technical Report. We proposed a two-phased expansion of the Tasiast project that leverages the existing mill infrastructure. Phase One of the expansion is expected to increase the mill throughput from the current 8,000 tonnes per day to 12,000 tonnes per day (" t/d ").

        On May 18, 2017, we announced that we had entered into an agreement to sell our 100% interest in the White Gold exploration project in the Yukon Territory to White Gold Corp. (" White Gold "). The sale was completed on June 14, 2017 for gross cash proceeds of $7.6 million, 17.5 million common shares of White Gold representing 19.9% of the issued and outstanding shares of White Gold, and deferred payments of $11.4 million payable in three equal payments of $3.8 million upon completion of specific milestones.

        On June 28, 2017, we announced an offering of $500 million principal amount of our 4.50% Senior Notes due 2027. The notes are unsecured, senior obligations of Kinross and are wholly and unconditionally guaranteed by certain wholly owned subsidiaries that are also guarantors under our senior unsecured credit agreement. The offering was completed on July 6, 2017. We used the net proceeds, along with available cash on hand, to repay our term loan, which was due August 2020.

        On July 28, 2017, we extended the maturity date of our $1.5 billion revolving credit facility by one year to 2022.

        On September 18, 2017, we announced that we are proceeding with the Phase Two expansion of its Tasiast mine. Phase Two is expected to increase mill capacity to 30,000 t/d.

        On September 18, 2017, we also announced its intent to proceed with the Round Mountain Phase W project in Nevada.

        On September 19, 2017, we agreed to sell 100% of the DeLamar project to Integra Resources Corp. (" Integra ") for cash and a non-interest bearing promissory note, payable 18 months after closing, totaling C$7.2 million and the issuance of Integra shares equal to 9.9% of all of the issued and outstanding Integra shares upon closing of the transaction. The DeLamar project is subject to a 2.5% retained variable net smelter return

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(" NSR ") royalty payable to us that will be reduced to 1% when royalty payments have accumulated to C$10.0 million. The transaction was completed on November 3, 2017.

        On December 12, 2017, we announced that we had gained mineral rights to a 287-hectare (709-acre) parcel of land known as Gilmore located immediately west of its Fort Knox mine in Alaska.

        On February 2, 2018, Compania Minera Mantos de Oro (" MDO "), a subsidiary of the Company, Minera La Coipa (" MLC ") and Salmones de Chile Alimentos S.A. (" SDCA ") agreed, among other things, to spin out the Phase 7 concessions surrounding Kinross' La Coipa mine into a new company and MDO agreed to purchase SDCA's 50% interest in such company in exchange for payments to SDCA totaling $65 million. Prior to completion of the transaction, MDO held a 50% ownership interest in the Phase 7 deposit through its 50% ownership of MLC, with the remaining 50% held by Salmones de Chile Alimentos S.A. (" SDCA "). Following completion of the transaction on March 19 2018, MDO now holds a 100% ownership interest in the Phase 7 deposit.

        On February 14, 2018, we announced that our wholly owned subsidiary, Kinross Brasil Mineraçao, had agreed to acquire two hydroelectric power plants in Brazil from a subsidiary of Gerdau SA for $257 million 2 . The transaction has been approved by the Brazilian anti-trust regulatory authority and is expected to close in the third quarter of 2018.

   


2
This amount assumes a foreign exchange rate of 3.25 Brazilian reais to the U.S. dollar.

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EXCHANGE OFFER

Terms of the Exchange Offer

General

        In connection with the issuance of the Initial Notes, we entered into a registration rights agreement, dated as of July 6, 2017, with the initial purchasers of the Initial Notes. The following contains a summary of the provisions of the registration rights agreement. It does not contain all of the information that may be important to an investor in the New Notes. We refer you to the registration rights agreement, which has been filed as an exhibit to the registration statement of which this prospectus forms a part.

        Under the registration rights agreement, we agreed to use our commercially reasonable efforts to cause to become effective under the Securities Act, on or prior to 360 days after the closing of the offering of the Initial Notes, the registration statement of which this prospectus is a part with respect to a registered offer to exchange the Initial Notes for New Notes. We will keep the exchange offer open for at least 20 business days (or longer if required by law) after the date notice of the exchange offer is sent to holders of the Initial Notes.

        Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, all Initial Notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date will be accepted for exchange. New Notes will be issued in exchange for an equal principal amount of outstanding Initial Notes accepted in the exchange offer. This prospectus, together with the letter of transmittal, is being sent to all holders as of the date of this prospectus. The exchange offer is not conditioned upon any minimum principal amount of Initial Notes being tendered for exchange. However, the obligation to accept Initial Notes for exchange pursuant to the exchange offer is subject to certain customary conditions as set forth herein under "— Conditions."

        Initial Notes shall be deemed to have been accepted as validly tendered when, as and if we have given oral (promptly confirmed in writing) or written notice thereof to Wells Fargo Bank, National Association, the exchange agent. The exchange agent will act as agent for the tendering holders of Initial Notes for the purposes of receiving the New Notes and delivering New Notes to such holders.

        Based on interpretations by the Staff of the Commission as set forth in no-action letters issued to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-III Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993), we believe that the New Notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by any holder thereof (other than any such holder that is a broker-dealer or an "affiliate" of Kinross or any Guarantor Subsidiary within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided  that:

    such New Notes are acquired in the ordinary course of business;

    at the time of the commencement of the exchange offer such holder has no arrangement or understanding with any person to participate in a distribution of such New Notes; and

    such holder is not engaged in, and does not intend to engage in, a distribution of such New Notes.

        We have not sought, and do not intend to seek, a no-action letter from the Commission with respect to the effects of the exchange offer, and we cannot assure you that the Staff would make a similar determination with respect to the New Notes as it has in such no-action letters.

        By tendering Initial Notes in exchange for New Notes and executing the letter of transmittal, each holder will represent to us that:

    any New Notes to be received by it will be acquired in the ordinary course of business;

    it has no arrangements or understandings with any person to participate in the distribution of the Initial Notes or New Notes within the meaning of the Securities Act; and

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    it is not an "affiliate," as defined in Rule 405 under the Securities Act, of either Kinross or any Guarantor Subsidiary.

        If such holder is a broker-dealer, it will also be required to represent that the Initial Notes were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of New Notes. See "Plan of Distribution." Each holder, whether or not it is a broker-dealer, shall also represent that it is not acting on behalf of any person that could not truthfully make any of the foregoing representations contained in this paragraph. If a holder of Initial Notes is unable to make the foregoing representations, such holder may not rely on the applicable interpretations of the Staff of the Commission and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction unless such sale is made pursuant to an exemption from such requirements.

        Each broker-dealer that receives New Notes for its own account in exchange for Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act and that it has not entered into any arrangement or understanding with us or an affiliate of ours to distribute the New Notes in connection with any resale of such New Notes. See "Plan of Distribution."

        Upon consummation of the exchange offer, any Initial Notes not tendered will remain outstanding and continue to accrue interest but, subject to certain limited exceptions, holders of Initial Notes who do not exchange their Initial Notes for New Notes in the exchange offer will no longer be entitled to registration rights or certain payments of additional interest. In addition, such holders will not be able to offer or sell their Initial Notes, unless such Initial Notes are subsequently registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Subject to limited exceptions, we will have no obligation to effect a subsequent registration of the Initial Notes.

Expiration Date; Extensions; Amendments; Termination

        The expiration date shall be            , 2018 unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date to which the exchange offer is extended.

        To extend the expiration date, we will notify the exchange agent of any extension by oral (promptly confirmed in writing) or written notice and will notify the holders of Initial Notes by means of a press release or other public announcement prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Such announcement will state that we are extending the exchange offer for a specified period of time.

        We reserve the right:

    to delay acceptance of any Initial Notes, to extend the exchange offer or to terminate the exchange offer and not permit acceptance of Initial Notes not previously accepted if any of the conditions set forth under "— Conditions" shall have occurred and shall not have been waived prior to the expiration date, by giving oral (promptly confirmed in writing) or written notice of such delay, extension or termination to the exchange agent; or

    to amend the terms of the exchange offer in any manner deemed by us to be advantageous to the holders of the Initial Notes.

        Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral (promptly confirmed in writing) or written notice to the exchange agent. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of the Initial Notes of such amendment and we will extend the exchange offer for a period of five to ten business days. Without limiting the manner in which we may choose to make public the announcement of any delay, extension, amendment or termination of the exchange offer, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency.

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Interest on the New Notes

        The New Notes will accrue interest at the rate of 4.50% per annum. The New Notes will accrue interest from and including the last interest payment date on which interest was paid on the Initial Notes surrendered in exchange therefor; provided that if Initial Notes are surrendered for exchange on or after a record date for an interest payment date that will occur on or after the date of such exchange and as to which interest will be paid, interest on the New Notes received in exchange therefor will accrue from the date of such interest payment date. Interest on the New Notes is payable on January 15 and July 15, beginning on July 15, 2018. No additional interest will be paid on Initial Notes tendered and accepted for exchange.

Absence of Dissenter's Rights of Appraisal

        Holders of the Initial Notes do not have any dissenter's rights of appraisal in connection with the exchange offer.

Procedures for Tendering

        To tender in the exchange offer, a holder must complete, sign and date the applicable letter of transmittal or a facsimile thereof, have the signatures thereon guaranteed if required by the letter of transmittal and mail, or otherwise deliver, such letter of transmittal or such facsimile, together with any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. In addition, either:

    a timely confirmation of a book-entry transfer of such Initial Notes, if such procedure is available, into the exchange agent's account at the book-entry transfer facility, The Depository Trust Company, pursuant to the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date with the applicable letter of transmittal; or

    the holder must comply with the guaranteed delivery procedures described below.

        The method of delivery of Initial Notes, letter of transmittal and all other required documents is at the election and risk of the holders. If such delivery is by mail, it is recommended that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. No Initial Notes, letters of transmittal or other required documents should be sent to us. Delivery of all Initial Notes, if applicable, letters of transmittal and other documents must be made to the exchange agent at its address set forth in the letter of transmittal. Holders may also request their respective brokers, dealers, commercial banks, trust companies or nominees to effect such tender for such holders.

        The tender by a holder of Initial Notes will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth herein and in the applicable letter of transmittal. Any beneficial owner whose Initial Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on its behalf.

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by any member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an "eligible guarantor" institution within the meaning of Rule 17Ad-15 under the Exchange Act or an eligible institution unless the Initial Notes tendered pursuant thereto are tendered (1) by a registered holder of Initial Notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal or (2) for the account of an eligible institution.

        If a letter of transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with such letter of transmittal.

        All questions as to the validity, form, eligibility, time of receipt and withdrawal of the tendered Initial Notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all Initial Notes not properly tendered or any Initial Notes which, if accepted,

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would, in the opinion of counsel for us, be unlawful. We also reserve the absolute right to waive any irregularities or conditions of tender as to particular Initial Notes. We will not waive any condition of the exchange offer with respect to an individual holder unless we waive that condition for all holders. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Initial Notes must be cured within such time as we shall determine. Neither we, the exchange agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Initial Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Initial Notes will not be deemed to have been made until such irregularities have been cured or waived. Any Initial Note received by the exchange agent that is not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost to such holder by the exchange agent, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

        In addition, we reserve the right, in our sole discretion, subject to the provisions of the indenture pursuant to which the Initial Notes were issued:

    to purchase or make offers for any Initial Notes that remain outstanding subsequent to the expiration date or, as described under "— Conditions," to terminate the exchange offer;

    to redeem Initial Notes as a whole, or in part, at any time and from time to time, as described under "Description of the Notes and Guarantees — Optional Redemption;" and

    to the extent permitted under applicable law, to purchase Initial Notes in the open market, in privately negotiated transactions or otherwise.

        The terms of any such purchases or offers could differ from the terms of the exchange offer.

        Each broker-dealer that receives New Notes for its own account in exchange for Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act and that it has not entered into any arrangement or understanding with us, or an affiliate of ours, to distribute the New Notes in connection with any resale of such New Notes. See "Plan of Distribution."

Acceptance of Initial Notes for Exchange; Delivery of New Notes

        Upon satisfaction or waiver of all of the conditions to the exchange offer, all Initial Notes properly tendered will be accepted promptly after the expiration date and the New Notes will be issued promptly after acceptance of the Initial Notes. See "— Conditions." For purposes of the exchange offer, Initial Notes shall be deemed to have been accepted as validly tendered for exchange when, as and if we have given oral (promptly confirmed in writing) or written notice thereof to the exchange agent.

        For each Initial Note accepted for exchange, the holder of such Initial Note will receive a New Note having a principal amount equal to that of the surrendered Initial Note.

        In all cases, issuance of New Notes for Initial Notes that are accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of:

    a timely book-entry confirmation of such Initial Notes into the exchange agent's account at the applicable book-entry transfer facility;

    a properly completed and duly executed letter of transmittal; and

    all other required documents.

        If any tendered Initial Notes are not accepted for any reason described in the terms and conditions of the exchange offer, such unaccepted or such non-exchanged Initial Notes will be returned promptly without expense to the tendering holder thereof (if in certificated form), or credited to an account maintained with such book-entry transfer facility after the expiration or termination of the exchange offer.

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Book-Entry Transfer

        The exchange agent has established an account with respect to the Initial Notes at the book-entry transfer facility for purposes of the exchange offer. Any financial institution that is a participant in the book-entry transfer facility's systems may make book-entry delivery of Initial Notes by causing the book-entry transfer facility to transfer such Initial Notes into the exchange agent's account at the book-entry transfer facility in accordance with such book-entry transfer facility's procedures for transfer. However, although delivery of Initial Notes may be effected through book-entry transfer at the book-entry transfer facility, the letter of transmittal or facsimile thereof with any required signature guarantees and any other required documents must, in any case, be transmitted to and received by the exchange agent at the address set forth in the letter of transmittal on or prior to the expiration date or the guaranteed delivery procedures described below must be complied with.

Exchanging Book-Entry Notes

        The exchange agent and the book-entry transfer facility have confirmed that any financial institution that is a participant in the book-entry transfer facility may utilize the book-entry transfer facility's Automated Tender Offer Program (" ATOP ") procedures to tender Initial Notes.

        Any participant in the book-entry transfer facility may make book-entry delivery of Initial Notes by causing the book-entry transfer facility to transfer such Initial Notes into the exchange agent's account in accordance with the book-entry transfer facility's ATOP procedures for transfer. However, the exchange for the Initial Notes so tendered will only be made after a book-entry confirmation of the book-entry transfer of Initial Notes into the exchange agent's account and timely receipt by the exchange agent of an agent's message and any other documents required by the letter of transmittal. The term " agent's message " means a message, transmitted by the book-entry transfer facility and received by the exchange agent and forming part of a book- entry confirmation, which states that the book-entry transfer facility has received an express acknowledgment from a participant tendering Initial Notes that are the subject of such book-entry confirmation, that such participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce such agreement against such participant.

Guaranteed Delivery Procedures

        If the procedures for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

    the tender is made through an eligible institution;

    prior to the expiration date, the exchange agent receives by facsimile transmission, mail or hand delivery from such eligible institution a properly completed and duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, which:

    (1)
    sets forth the name and address of the holder of Initial Notes and identifies the Initial Notes tendered, including the principal amount of such Initial Notes;

    (2)
    states that the tender is being made thereby; and

    (3)
    guarantees that within three New York Stock Exchange (" NYSE ") trading days after the date of execution of the notice of guaranteed delivery, or a book-entry confirmation, as the case may be, and any other documents required by the letter transmittal will be deposited by the eligible institution with the exchange agent; and

    a book-entry confirmation and all other documents required by the letter of transmittal are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal of Tenders

        Tenders of Initial Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

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        For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date at the address set forth in the letter of transmittal. Any such notice of withdrawal must:

    specify the name of the person having tendered the Initial Notes to be withdrawn;

    identify the Initial Notes to be withdrawn, including the principal amount of such Initial Notes;

    in the case of Initial Notes tendered by book-entry transfer, specify the number of the account at the book-entry transfer facility from which the Initial Notes were tendered and specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Initial Notes and otherwise comply with the procedures of such facility;

    contain a statement that such holder is withdrawing its election to have such Initial Notes exchanged;

    be signed by the holder in the same manner as the original signature on the letter of transmittal by which such Initial Notes were tendered including any required signature guarantees, or be accompanied by documents of transfer to have the trustees with respect to the Initial Notes in the name of the person withdrawing the tender; and

    specify the name in which such Initial Notes are registered, if different from the person who tendered such Initial Notes.

        All questions as to the validity, form, eligibility and time of receipt of such notice will be determined by us, which determination shall be final and binding on all parties. Any Initial Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any Initial Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the tendering holder thereof without cost to such holder, in the case of physically tendered Initial Notes, or credited to an account maintained with the book-entry transfer facility for the Initial Notes promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Initial Notes may be re-tendered by following one of the procedures described under "— Procedures for Tendering" and "— Book-Entry Transfer" above at any time prior to 5:00 p.m., New York City time, on the expiration date.

Conditions

        Notwithstanding any other provisions of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to exchange any New Notes for, any Initial Notes and we may terminate the exchange offer or, at our option, modify, extend or otherwise amend the exchange offer, if any of the following conditions are not satisfied on or prior to the expiration date:

    no action or event shall have occurred or been threatened, no action shall have been taken, and no statute, rule, regulation, judgment, order, stay, decree or injunction shall have been issued, promulgated, enacted, entered, enforced or deemed to be applicable to the exchange offer or the exchange of Initial Notes for New Notes under the exchange offer by or before any court or governmental regulatory or administrative agency, authority, instrumentality or tribunal, including, without limitation, taxing authorities, that either:

    (1)
    challenges the making of the exchange offer or the exchange of Initial Notes for New Notes under the exchange offer or might, directly or indirectly, be expected to prohibit, prevent, restrict or delay consummation of, or might otherwise adversely affect in any material manner, the exchange offer or the exchange of Initial Notes for New Notes under the exchange offer; or

    (2)
    in our reasonable judgment, could materially adversely affect our (or our subsidiaries') business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects or materially impair the contemplated benefits to us of the exchange offer or the exchange of Initial Notes for New Notes under the exchange offer;

    nothing has occurred or may occur that would or might, in our reasonable judgment, be expected to prohibit, prevent, restrict or delay the exchange offer or impair our ability to realize the anticipated benefits of the exchange offer;

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    there shall not have occurred: (a) any general suspension of or limitation on trading in securities in Canadian or United States securities or financial markets, whether or not mandatory, (b) any material adverse change in the prices of the Initial Notes that are the subject of the exchange offer, (c) a material impairment in the general trading market for debt securities, (d) a declaration of a banking moratorium or any suspension of payments in respect of banks by federal or state authorities in Canada or the United States, whether or not mandatory, (e) a commencement of a war, armed hostilities, a terrorist act or other national or international calamity directly or indirectly relating to Canada or the United States, (f) any limitation, whether or not mandatory, by any governmental authority on, or other event having a reasonable likelihood of affecting, the extension of credit by banks or other lending institutions in Canada or the United States, (g) any material adverse change in the securities or financial markets in Canada or the United States generally or (h) in the case of any of the foregoing existing at the time of the commencement of the exchange offer, a material acceleration or worsening thereof; and

    neither Wells Fargo Bank, National Association, as trustee or as exchange agent, with respect to the indenture for the Initial Notes that are the subject of the exchange offer and the New Notes to be issued in the exchange offer shall have been directed by any holders of Initial Notes to object in any respect to, nor take any action that could, in our reasonable judgment, adversely affect the consummation of the exchange offer or the exchange of Initial Notes for New Notes under the exchange offer, nor shall the trustee or exchange agent have taken any action that challenges the validity or effectiveness of the procedures used by us in making the exchange offer or the exchange of Initial Notes for New Notes under the exchange offer.

        The foregoing conditions are for our sole benefit and may be asserted by us, regardless of the circumstances giving rise to any such condition, or may be waived by us, in whole or in part, at any time and from time to time in our reasonable discretion. All such conditions must be satisfied or waived by us, as applicable, at or before the expiration of the exchange offer.

        If any of the foregoing conditions are not satisfied, we may, at any time on or prior to the expiration date:

    terminate the exchange offer and promptly return all tendered Initial Notes to the respective tendering holders;

    modify, extend or otherwise amend the exchange offer and retain all tendered New Notes until the expiration date, as extended, subject, however, to the withdrawal rights of holders; or

    waive the unsatisfied conditions with respect to the exchange offer and accept all Initial Notes tendered and not previously validly withdrawn.

        We will not accept for exchange any Initial Notes tendered, and no New Notes will be issued in exchange for any such Initial Notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended. We are required to use our commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement at the earliest practicable date.

        In addition, subject to applicable law, we may in our absolute discretion terminate the exchange offer for any other reason.

Exchange Agent

        Wells Fargo Bank, National Association has been appointed as exchange agent for the exchange offer. Questions and requests for assistance and requests for additional copies of this prospectus, or of the letter of transmittal, should be directed to the exchange agent as provided in the letter of transmittal.

Fees and Expenses

        The expenses of soliciting tenders pursuant to the exchange offer will be borne by us. The principal solicitation for tenders pursuant to the exchange offer is being made by mail; however, additional solicitations may be made by telephone, telecopy or in person by our officers and regular employees.

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        We will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket expenses in connection therewith. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of the prospectus and related documents to the beneficial owners of the Initial Notes, and in handling or forwarding tenders for exchange.

        The expenses to be incurred by us in connection with the exchange offer will be paid by us, including fees and expenses of the exchange agent and trustee and accounting, legal, printing and related fees and expenses.

        We will pay all transfer taxes, if any, applicable to the exchange of Initial Notes pursuant to the exchange offer. If, however, New Notes or Initial Notes for principal amounts not tendered or accepted for exchange are to be registered or issued in the name of any person other than the registered holder of the Initial Notes tendered, or if tendered Initial Notes are registered in the name of any person other than the person signing the letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of Initial Notes pursuant to the exchange offer, then the amount of any such transfer taxes imposed on the registered holder or any other persons will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Consequences of Failure to Exchange

        Holders of Initial Notes who do not exchange their Initial Notes for New Notes pursuant to the exchange offer will continue to be subject to the restrictions on transfer of such Initial Notes as set forth in the legend thereon as a consequence of the issuance of the Initial Notes pursuant to exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Initial Notes may not be offered, sold or otherwise transferred, except in compliance with the registration requirements of the Securities Act, pursuant to an exemption from registration under the Securities Act or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with applicable state securities laws. We do not currently anticipate that we will register the Initial Notes under the Securities Act. To the extent that Initial Notes are tendered and accepted in the exchange offer, the trading market for untendered and tendered but unaccepted Initial Notes could be adversely affected. See "Risk Factors — If you fail to exchange your Initial Notes, they will continue to be subject to transfer restrictions and may become less liquid."

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USE OF PROCEEDS

        We will not receive any proceeds from the exchange offer. In consideration for issuing New Notes, we will receive in exchange Initial Notes of like principal amount, the terms of which are identical in all material respects to the New Notes. Initial Notes surrendered in exchange for New Notes will be retired and cancelled and cannot be reissued. Accordingly, issuance of the New Notes will not result in any increase in our indebtedness and will evidence the same continuing indebtedness as the Initial Notes. We have agreed to bear all fees and expenses related to the exchange offer. No underwriter is being used in connection with the exchange offer.

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CONSOLIDATED CAPITALIZATION

        The following table sets forth our consolidated cash and cash equivalents and capitalization as of March 31, 2018. There have been no material changes in the share and loan capital of Kinross, on a consolidated basis, since March 31, 2018. The table below (which reflects financial information prepared in accordance with IFRS) should be read in conjunction with the audited consolidated financial statements as at and for the year ended December 31, 2017 and the unaudited interim condensed consolidated financial statements of Kinross as at and for the three months ended March 31, 2018 including the respective notes thereto and the related management's discussion and analysis.

 
  As of
March 31, 2018
 
 
  (in millions, unaudited)
 

Cash and Cash Equivalents

    997.9  
       

Total Debt:

       

Senior notes due 2021

    496.6  

Senior notes due 2024

    495.7  

Senior notes due 2027

    495.1  

Senior notes due 2041

    245.8  
       

Total Debt

    1,733.2  
       

Common Shareholders' Equity

       

Common share capital

    14,912.5  

Contributed surplus

    230.6  

Accumulated deficit

    (10,418.3 )

Accumulated other comprehensive income

    (57.6 )
       

Total Common Shareholders' Equity

    4,667.2  

Non-controlling Interest

    35.7  
       

Total Shareholders' Equity

    4,702.9  
       

Total Capitalization

    6,436.1  
       

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EARNINGS COVERAGE

        The following pro forma earnings coverage ratio for the 12 months ended December 31, 2017 and March 31, 2018 is calculated on a consolidated basis using financial information prepared in accordance with IFRS and reflects the offering of the New Notes in exchange for the Initial Notes as discussed under "Use of Proceeds" and the repayment of long-term debt since December 31, 2017. Our pro forma earnings coverage calculations for the 12 months ended December 31, 2017 and March 31, 2017 have been adjusted as if the above mentioned offering and repayments occurred on the first day of the applicable periods.

        Our pro forma interest requirements on our consolidated long-term debt were $111.6 million for the 12 months ended December 31, 2017 (including amounts capitalized during the period). Our earnings before interest expense and income taxes attributed to common shareholders for the 12 months ended December 31, 2017 was $508.7 million which is 4.6 times our pro forma interest requirements for this period.

        Our pro forma interest requirements on our consolidated long-term debt were $27.9 million for the 12 months ended March 31, 2018 (including amounts capitalized during the period). Our earnings before interest expense and income taxes attributed to common shareholders for the 12 months ended March 31, 2018 was $179.8 million which is 6.4 times our pro forma interest requirements for this period.

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DESCRIPTION OF THE NOTES AND GUARANTEES

        The following description is a summary of the material provisions of the New Notes, the Guarantees and the indenture. It does not purport to be complete and is qualified in its entirety by the indenture, because the indenture, and not this description, defines your rights as a holder of the New Notes. The indenture has been filed as an exhibit to the registration statement of which this prospectus forms a part. You should refer to all the provisions of the indenture, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016, including the definition of certain terms used therein. Terms used herein that are otherwise not defined shall have the meanings given to them in the indenture. Such defined terms shall be incorporated herein by reference. In this section the terms "Kinross," "we," "our," and "us" refer only to Kinross Gold Corporation and not to any of its subsidiaries.

General

        The Initial Notes were initially issued in an aggregate principal amount of $500,000,000. The New Notes are unsecured, unsubordinated obligations of Kinross evidencing the same continuing indebtedness as the Initial Notes and will mature on July 15, 2027. The New Notes will bear interest at the rate of 4.50% per annum from and including the most recent interest payment date to which interest has been paid or provided for, payable semi-annually in arrears on January 15 and July 15 of each year, to the persons in whose names the New Notes are registered at the close of business on the preceding January 1 or July 1, as the case may be.

        All payments will be made without withholding or deduction for or on account of Taxes unless required by law or the interpretation or administration thereof by the relevant government authority or agency. If we are so required to withhold or deduct any amount for or on account of Taxes, we will pay as additional interest such additional amounts, as necessary, so that the net amount received by each holder of New Notes after the withholding or deduction is not less than the amount that each holder of New Notes would have received in the absence of the withholding or deduction. See "— Payment of Additional Amounts." If interest or principal on the New Notes is payable on a Saturday, Sunday or any other day when banks are not open for business in The City of New York, we will make the payment on the next business day, and no interest will accrue as a result of the delay in payment.

        Interest on the New Notes will accrue on the basis of a 360-day year consisting of twelve 30-day months from and including the last interest payment date on which interest has been paid.

        The New Notes will be payable at the office of the paying agent maintained by us for such purpose, which initially will be the office or agency of the Trustee at 150 East 42nd St., New York, New York 10017. New Notes may be presented for exchange or registration of transfer at the office of the registrar, which initially will be such office of the Trustee. We will not charge a service fee for any registration of transfer or exchange of the New Notes, but we may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection therewith.

Guarantees

Subsidiary Guarantees

        The payment of principal of and interest and additional amounts, if any, on the New Notes will be fully and unconditionally guaranteed by the Guarantor Subsidiaries. Any payments made by the Guarantor Subsidiaries with respect to a note or guarantee will be made without withholding or deduction for or on account of Taxes unless required by law or by the interpretation or administration thereof by the relevant government authority or agency. If a Guarantor Subsidiary is so required to withhold or deduct any amount for or on account of Taxes, it will pay as additional interest such additional amounts, as necessary, so that the net amount received by each holder of New Notes after the withholding or deduction is not less than the amount that each holder of New Notes would have received in the absence of the withholding or deduction. See "— Payment of Additional Amounts."

        The indenture limits the obligations of each Guarantor Subsidiary under its guarantee of the New Notes to an amount not to exceed the maximum amount that can be guaranteed by such Guarantor Subsidiary by law or without resulting in its obligations under guarantee being voidable or unenforceable under applicable laws relating to fraudulent transfer, or under similar laws affecting the rights of creditors generally.

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        On September 1, 2016, Kinross, KG Mining (Round Mountain) Inc., KG Mining (Bald Mountain) Inc., KG Far East (Luxembourg) Sàrl, White Ice Ventures Limited, Red Back Mining B.V., Red Back Mining (Ghana) Ltd. and Wells Fargo Bank, National Association entered into a Second Supplemental Indenture to add KG Mining (Round Mountain) Inc., KG Mining (Bald Mountain) Inc., KG Far East (Luxembourg) Sàrl, White Ice Ventures Limited, Red Back Mining B.V. and Red Back Mining (Ghana) Ltd. as Guarantor Subsidiaries of the Notes under the Indenture.

Additional Guarantees

        Kinross shall cause each subsidiary that becomes a borrower or Guarantor Subsidiary under the Credit Agreement, to become a Guarantor Subsidiary of the New Notes.

Release of Guarantees

        Under the indenture, a Guarantor Subsidiary will be released and relieved of its obligations under its Guarantee in respect of the New Notes, and such Guarantee will be terminated, upon our written request (without the consent of the trustee) if (i) the Guarantor Subsidiary is no longer a borrower or Guarantor Subsidiary under the Credit Agreement or will be released and relieved of its obligations under the Credit Agreement concurrently with the release of the guarantee of the New Notes and (ii) upon satisfaction and discharge of the indenture or defeasance or covenant defeasance in accordance with the terms of the indenture.

Further Issuance

        We may from time to time without notice to, or the consent of, the holders of the New Notes, create and issue additional notes under the indenture, equal in rank to the New Notes in all respects (or in all respects except for the payment of interest accruing prior to the issue date of the additional notes, or except, in some cases, for the first payment of interest following the issue date of the additional notes) so that the additional notes may be consolidated and form a single series with the New Notes, and have the same terms as to status, redemption and otherwise as New Notes of that series issued under this prospectus, provided that if any such additional notes are not fungible with the New Notes for U.S. federal income tax purposes, such additional notes will have a separate CUSIP number.

Ranking

        The New Notes will be our unsecured senior obligations and will rank equally with all of our other unsecured senior obligations from time to time outstanding. The Guarantees will be unsecured senior obligations of the respective Guarantor Subsidiary and will rank equally with all other unsecured senior obligations of the respective Guarantor Subsidiary from time to time outstanding. The New Notes will be effectively subordinated to all indebtedness and other liabilities of our non-guarantor subsidiaries, and the New Notes and the Guarantees will be effectively subordinated to any secured indebtedness and other secured liabilities of ours and the Guarantor Subsidiaries in each case to the extent of the assets securing such indebtedness and other liabilities. At March 31, 2018, the aggregate amount of the indebtedness and other liabilities, including trade payables and excluding intercompany obligations, of our non-guarantor subsidiaries was approximately $904.0 million, and we and the Guarantor Subsidiaries had less than $25 million of secured indebtedness outstanding.

Optional Redemption

        The New Notes will be redeemable as a whole or in part, at our option, at any time prior to April 15, 2027 (three months prior to the maturity date), at a redemption price equal to the greater of (i) 100% of the principal amount of the New Notes called for redemption and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such New Notes (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 50 basis points, plus, in each case, accrued interest thereon to, but not including, the date of redemption.

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        On or after April 15, 2027 (three months prior to the maturity date), the New Notes may be redeemed in whole, but not in part, at a redemption price equal to 100% of the principal amount of the New Notes plus accrued interest thereon to, but not including, the date of redemption.

Redemption Procedures

        We will give you at least 30 days (but not more than 60 days) prior notice of any redemption. If less than all of the New Notes are redeemed, the trustee will select the New Notes to be redeemed by a method determined by the trustee to be fair and appropriate and in accordance with the procedures of DTCC.

        On or before 10:00 a.m., New York City time, on the redemption date, we will deposit with the trustee money sufficient to pay the redemption price and accrued interest on the New Notes to be redeemed on such date. On and after the redemption date, interest will cease to accrue on any New Notes that have been called for redemption (unless we default in the payment of the redemption price and accrued interest). The redemption price will be calculated by the Independent Investment Banker, as provided below, and we, the trustee and any paying agent for the New Notes will be entitled to conclusively rely on such calculation.

        If notice of redemption has been given as provided in the indenture and funds for the redemption of the New Notes called for redemption have been made available on the redemption date referred to in such notice, such New Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the holders of the New Notes will be to receive payment of the redemption price plus accrued interest to, but not including, the date of redemption.

        For purposes of the discussion of optional redemption, the following definitions are applicable:

        " Comparable Treasury Issue " means the U.S. Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the New Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such New Notes.

        " Comparable Treasury Price " means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if we obtain fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations.

        " Independent Investment Banker " means one of the Reference Treasury Dealers appointed by us.

        " Reference Treasury Dealer Quotations " means, with respect to each Reference Treasury Dealer and any redemption date, the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by such Reference Treasury Dealer at 3:30 p.m. New York time on the third business day preceding such redemption date.

        " Reference Treasury Dealer " means each of J.P. Morgan Securities (USA) LLC, HSBC Securities (USA) Inc. and RBC Capital Markets, LLC or their respective affiliates which are primary U.S. government securities dealers, and two other primary U.S. government securities dealers in the United States (each a " primary treasury dealer ") selected by us, and their respective successors; provided , however , that if any of the foregoing or their affiliates shall cease to be a primary treasury dealer, we shall substitute another primary treasury dealer.

        " Treasury Rate " means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

Change of Control Repurchase Event

        If a Change of Control Repurchase Event occurs, unless we have exercised our right to redeem the New Notes as described above, we will be required to make an offer to each holder of the New Notes to repurchase all or any part (in multiples of $1,000 with no note of a principal amount of $2,000 or less purchased

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in part) of that holder's New Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the New Notes repurchased plus any accrued and unpaid interest on the New Notes repurchased to, but not including, the date of repurchase.

        Within 45 days following any Change of Control Repurchase Event or, at our option, prior to any Change of Control but after the public announcement of the Change of Control, we will mail a notice to each holder, with a copy to the trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the New Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control occurring on or prior to the payment date specified in the notice.

        We will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the New Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the New Notes, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Repurchase Event provisions of the New Notes by virtue of such conflict.

        On the repurchase date following a Change of Control Repurchase Event, we will, to the extent lawful:

    (1)
    accept for payment all New Notes or portions of the New Notes properly tendered pursuant to our offer;

    (2)
    deposit with the trustee or the paying agent, as applicable, an amount equal to the aggregate purchase price in respect of all New Notes or portions of the New Notes properly tendered; and

    (3)
    deliver or cause to be delivered to the trustee or the paying agent, as applicable, the New Notes properly accepted, together with an officer's certificate stating the aggregate principal amount of the New Notes being purchased by us.

        The trustee or the paying agent, as applicable, will promptly pay to each holder of the New Notes properly tendered the purchase price for the New Notes, and the trustee will promptly authenticate and deliver to each holder a new note equal in principal amount to any unpurchased portion of any New Notes surrendered; provided that each new note will be in a minimum principal amount of $2,000 and integral multiples of $1,000.

        We will not be required to make an offer to repurchase the New Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and such third party purchases all New Notes properly tendered and not withdrawn under its offer.

        Prior to the occurrence of a Change of Control Repurchase Event, the provisions under the indenture relating to our obligation to make an offer to repurchase upon a Change of Control Repurchase Event may be waived or modified with the written consent of the holders of a majority in principal amount of the New Notes.

        For purposes of the foregoing discussion of an offer to repurchase, the following definitions are applicable:

        " Change of Control " means the occurrence of any of the following:

    (1)
    the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation or statutory plan of arrangement or consolidation), in one or a series of related transactions, of all or substantially all of our assets and our subsidiaries taken as a whole to any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than to us or one of our subsidiaries;

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    (2)
    the consummation of any transaction (including, without limitation, any merger, amalgamation or statutory plan of arrangement or consolidation) the result of which is that any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of our Voting Stock or other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;

    (3)
    we consolidate, amalgamate, or enter into a statutory plan of arrangement with, or merge with or into, any "person" (as that term is used in Section 13(d)(3) of the Exchange Act), or any person consolidates, amalgamates, or enters into a statutory plan of arrangement with, or merges with or into, us, in any such event pursuant to a transaction in which any of our outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of our Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, Voting Stock representing more than 50% of the combined voting power of the surviving person immediately after giving effect to such transaction;

    (4)
    the first day on which the majority of the members of our board of directors cease to be Continuing Directors; or

    (5)
    the adoption of a plan relating to our liquidation or dissolution.

        Notwithstanding the foregoing, any holding company whose only significant asset is capital stock of us or any of our direct or indirect parent companies shall not itself be considered a "person" or "group" for purposes of clause (2) above.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of our and our subsidiaries' properties or assets taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all", there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of New Notes to require us to make an offer to repurchase such holder's New Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our and our subsidiaries' assets taken as a whole to another person or group may be uncertain.

        " Change of Control Repurchase Event " means each of the Rating Agencies downgrade their ratings of the New Notes by at least one "notch" and, following such downgrades, the New Notes are rated below Investment Grade by each of the Rating Agencies on any date during the period (the " trigger period ") commencing on the date of the first public announcement by the Company of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which trigger period shall be extended so long as the rating of the New Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies). Notwithstanding the foregoing, no Change of Control Repurchase Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

        " Continuing Director " means, as of any date of determination, any member of our board of directors who:

    (1)
    was a member of such board of directors on July 6, 2017; or

    (2)
    was nominated for election, elected or appointed to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination, election or appointment (either by a specific vote or by approval of our proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

        " Investment Grade " means a rating of Baa3 or better by Moody's (or its equivalent under any successor rating categories of Moody's); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any additional rating agency or rating agencies selected by us.

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        " Moody's " means Moody's Investors Service, Inc., a subsidiary of Moody's Corporation, and its successors.

        " Rating Agency " means each of Moody's and S&P; provided , that if either Moody's or S&P ceases to rate the New Notes or fails to make a rating of the New Notes publicly available for any reason that is beyond our control, we may select (as certified by a resolution of our board of directors) a "nationally recognized statistical rating organization" within the meaning of Section 3(a)(62) of the Exchange Act, as a replacement agency for Moody's or S&P, or both of them, as the case may be.

        " S&P " means S&P Global Ratings Services, a business unit of Standard & Poor's Financial Services LLC, and its successors.

        " Voting Stock " of any specified "person" (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

        The Change of Control Repurchase Event feature of the New Notes may in certain circumstances make more difficult or discourage a sale or takeover of Kinross and, therefore, the removal of incumbent management. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control Repurchase Event under the New Notes, but that could substantially increase the amount of indebtedness outstanding at such time or otherwise adversely affect our capital structure or credit ratings on the New Notes.

        We may not have sufficient funds to repurchase all the New Notes tendered for repurchase upon a Change of Control Repurchase Event. See "Risk Factors."

Certain Covenants

Definitions

        Set forth below is a summary of certain of the defined terms used in the indenture. We urge you to read the indenture for the full definition of all such terms.

        " Consolidated Net Tangible Assets " means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (1) all current liabilities (excluding any portion thereof constituting Funded Debt); and (2) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recent consolidated balance sheet of Kinross and computed in accordance with GAAP.

        " Credit Agreement " means the Credit Agreement, dated as of August 10, 2012, among Kinross Gold Corporation, the lending institutions named therein and The Bank of Nova Scotia, as administrative agent, as amended, extended, renewed, restated, supplemented, refunded, replaced or otherwise modified from time to time by one or more credit facilities, and any agreement entered into in substitution therefor.

        " Funded Debt " means, as applied to any person, all indebtedness created or assumed by such person maturing after, or renewable or extendable at the option of such person beyond, 12 months from the date of creation thereof.

        " GAAP " means IFRS as issued by the IASB in effect from time to time or, if different and then used by us for our public financial reporting purposes in Canada, generally accepted accounting principles in Canada or the United States.

        " IASB " means the International Accounting Standards Board.

        " IFRS " means International Financial Reporting Standards.

        " Indebtedness " means all obligations for borrowed money represented by New Notes, bonds, debentures or similar evidence of indebtedness and obligations for borrowed money evidenced by credit, loan or other like agreements.

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        " Lien " means any deed of trust, mortgage, charge, hypothec, assignment, pledge, lien, vendor's privilege, vendor's right of reclamation or other security interest or encumbrance of any kind incurred or assumed in order to secure payment of Indebtedness.

        " person " means any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

        " Principal Property " means the interest of Kinross or any Restricted Subsidiary in any (a) mineral property or (b) manufacturing or processing plant, building, structure, dam or other facility, together with the land upon which it is erected and fixtures comprising a part thereof, whether owned as of the date of the indenture or thereafter acquired or constructed by Kinross or any Restricted Subsidiary, the net book value of which interest, in each case, on the date as of which the determination is being made, is an amount that exceeds 7% of Consolidated Net Tangible Assets, except any such mineral property, plant, building, structure, dam or other facility or any portion thereof, together with the land upon which it is erected and fixtures comprising a part thereof, (i) acquired or constructed principally for the purpose of controlling or abating atmospheric pollutants or contaminants, or water, noise, odor or other pollution or (ii) which the board of directors of Kinross by resolution declares is not of material importance to the total business conducted by Kinross and its Restricted Subsidiaries considered as one enterprise.

        " Restricted Subsidiary " means (1) any Subsidiary of Kinross which owns or leases a Principal Property; and (2) any Subsidiary of Kinross engaged primarily in the business of owning or holding securities of Restricted Subsidiaries.

        " Subsidiary " means, at any relevant time, any person of which the voting shares or other interests carrying more than 50% of the outstanding voting rights attached to all outstanding voting shares or other interests are owned, directly or indirectly, by a person and/or one or more subsidiaries of such person.

Negative Pledge

        We have covenanted under the indenture that for so long as any New Notes are outstanding, we will not, and we will not permit any Restricted Subsidiary to, create, incur, issue, assume or otherwise have outstanding any Lien on or over any Principal Property now owned or hereafter acquired by Kinross or a Restricted Subsidiary to secure any Indebtedness, or on shares of stock or Indebtedness of any Restricted Subsidiary now owned or hereafter acquired by Kinross or a Restricted Subsidiary to secure any Indebtedness, unless at the time thereof or prior thereto all New Notes then outstanding (together with, if and to the extent we so determine, any other Indebtedness then existing or thereafter created), are secured equally and ratably with (or prior to) any and all such Indebtedness for so long as such Indebtedness is so secured by such Lien; provided, however, such negative pledge will not apply to or operate to prevent or restrict the following permitted Liens:

    (1)
    any Lien on property, shares of stock or Indebtedness of any person existing at the time such person becomes a Restricted Subsidiary or created, incurred, issued or assumed in connection with the acquisition of any such person;

    (2)
    any Lien on any Principal Property created, incurred, issued or assumed at or prior to the time such property became a Principal Property or existing at the time of acquisition of such Principal Property by Kinross or a Restricted Subsidiary, whether or not assumed by Kinross or such Restricted Subsidiary; provided that no such Lien will extend to any other Principal Property of Kinross or any Restricted Subsidiary;

    (3)
    any Lien on any Principal Property of any Restricted Subsidiary to secure Indebtedness owing by it to Kinross or to another Restricted Subsidiary;

    (4)
    any Lien on any Principal Property of Kinross to secure Indebtedness owing by it to a Restricted Subsidiary;

    (5)
    any Lien on any Principal Property or other assets of Kinross or any Restricted Subsidiary existing on the date of the indenture, or arising thereafter pursuant to contractual commitments entered into prior to the date of the indenture;

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    (6)
    any Lien on all or any part of any Principal Property (including any improvements or additions to improvements on a Principal Property), or on any shares of stock or Indebtedness of any Restricted Subsidiary directly or indirectly owning or operating such Principal Property, where such Principal Property is hereafter acquired, developed, expanded or constructed by Kinross or any Subsidiary, to secure the payment of all or any part of the purchase price, cost of acquisition or any cost of development, expansion or construction of such Principal Property or of improvements or additions to improvements thereon (or to secure any Indebtedness incurred by Kinross or a Subsidiary for the purpose of financing all or any part of the purchase price, cost of acquisition or cost of development, expansion or construction thereof or of improvements or additions to improvements thereon), in each case including interest thereon and fees and expenses, including premiums, associated therewith, created prior to, at the time of, or within 360 days after the later of, the acquisition, development, expansion or completion of construction (including construction of improvements or additions to improvements thereon), or commencement of full operation of such Principal Property; provided that no such Lien will extend to any other Principal Property of the Company or a Restricted Subsidiary other than in the case of any such construction, improvement, development, expansion or addition to improvement, all or any part of any other Principal Property on which the Principal Property so constructed, developed or expanded, or the improvement or addition to improvement, is located;

    (7)
    any Lien on any Principal Property or other assets of Kinross or any Restricted Subsidiary created for the sole purpose of extending, renewing, altering or refunding any of the foregoing Liens, provided that the Indebtedness secured thereby will not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal, alteration or refunding, plus an amount necessary to pay fees and expenses, including premiums, related to such extensions, renewals, alterations or refundings, and that such extension, renewal, alteration or refunding Lien will be limited to all or any part of the same Principal Property and improvements and additions to improvements thereon and/or shares of stock and Indebtedness of a Restricted Subsidiary which secured the Lien extended, renewed, altered or refunded or either of such property or shares of stock or Indebtedness; and

    (8)
    any Lien on any Principal Property or on any shares of stock or Indebtedness of any Restricted Subsidiary created, incurred, issued or assumed to secure Indebtedness of Kinross or any Restricted Subsidiary which would otherwise be subject to the foregoing restrictions, in an aggregate amount which, together with the aggregate principal amount of other Indebtedness secured by Liens on any Principal Property or on any shares of stock or Indebtedness of any Restricted Subsidiary then outstanding (excluding Indebtedness secured by Liens permitted under the foregoing exceptions) would not then exceed 10% of Consolidated Net Tangible Assets.

        For purposes of the foregoing, the giving of a guarantee that is secured by a Lien on a Principal Property or on shares of stock or Indebtedness of any Restricted Subsidiary, and the creation of a Lien on a Principal Property or on shares of stock or Indebtedness of any Restricted Subsidiary to secure Indebtedness that existed prior to the creation of such Lien, will be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien but the amount of Indebtedness secured by Liens on any Principal Property and shares of stock and Indebtedness of Restricted Subsidiaries will be computed without cumulating the underlying Indebtedness with any guarantee thereof or Lien securing the same.

Consolidation, Amalgamation and Merger and Sale of Assets

        The indenture provides that we may not consolidate or amalgamate with or merge into or enter into any statutory arrangement with any other person, or, directly or indirectly, convey, transfer or lease all or substantially all our properties and assets to any person, unless:

    the person formed by or continuing from such consolidation or amalgamation or into which we are merged or with which we enter into such statutory arrangement or the person which acquires or leases all or substantially all of our properties and assets is organized and existing under the laws of the United States, any state thereof or the District of Columbia or the laws of Canada or any province or territory thereof;

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    the successor person expressly assumes or assumes by operation of law all of our obligations under our debt securities, including the New Notes, and under the indenture;

    immediately before and after giving effect to such transaction, no event of default and no event which, after notice or lapse of time or both, would become an event of default, will have happened and be continuing; and

    certain other conditions are met.

        If, as a result of any such transaction, any of our Principal Properties become subject to a Lien, then, unless such Lien could be created pursuant to the indenture provisions described under "— Negative Pledge" above without equally and ratably securing the New Notes under the indenture, we, simultaneously with or prior to such transaction, will cause the debt securities, including the New Notes, to be secured equally and ratably with or prior to the Indebtedness secured by such Lien.

Payment of Additional Amounts

        All payments made by or on behalf of us under or with respect to the New Notes (or by any Guarantor Subsidiary with respect to any Guarantee) will be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively " Taxes ") imposed or levied by or on behalf of the Government of Canada or any province or territory thereof or any other jurisdiction in which Kinross or any Guarantor Subsidiary is organized or any political subdivision thereof or any authority or agency therein or thereof having power to tax (each a " Relevant Taxing Jurisdiction "), unless we or a Guarantor Subsidiary is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the Relevant Taxing Jurisdiction.

        If Kinross or a Guarantor Subsidiary is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to any New Notes or Guarantees, Kinross or the relevant Guarantor Subsidiary, as the case may be, will pay to each holder of such New Notes as additional interest such additional amounts (" Additional Amounts ") as may be necessary so that the net amount received by each such holder after such withholding or deduction will not be less than the amount such holder would have received if such Taxes had not been required to be withheld or deducted; provided , however , that the foregoing obligation to pay Additional Amounts does not apply to:

    (1)
    any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant holder (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of, the relevant holder, if the relevant holder is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction other than the receipt of such payment or the ownership or holding of or the execution, delivery, registration or enforcement of such note;

    (2)
    any payment made by us under or with respect to the New Notes (or by any Guarantor Subsidiary with respect to any Guarantee) to a holder where such holder did not deal at arm's length (within the meaning of the Tax Act) at the time of the relevant payment with us or the relevant Guarantor Subsidiary;

    (3)
    any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge;

    (4)
    any Taxes that are payable otherwise than by deduction or withholding from a payment of principal, premium, interest, or Additional Amounts on the New Notes;

    (5)
    any Taxes that would not have been so imposed but for the presentation of such New Notes (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or holder thereof would have been entitled to Additional Amounts had the New Notes been presented for payment on the last date during such 30 day period;

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    (6)
    any Taxes that would not have been so imposed or would have been imposed at a lower rate if the holder of the note had provided to Kinross or the Guarantor Subsidiary, as applicable, any information, certification, documentation or evidence required under applicable law, rules, regulations or generally published administrative practice of the Relevant Taxing Jurisdiction for such Taxes not to be imposed or to be imposed at a lower rate (provided that such information, certification, documentation or evidence is required by the applicable law, rules, regulations or generally published administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from or reduction in the requirement to deduct or withhold all or part of such Taxes and such information, certification, documentation or evidence is reasonably requested upon reasonable notice by the applicable payor);

    (7)
    any Taxes that were imposed on a fiduciary, partnership or other entity that is not the sole beneficial owner of the payment, and the laws of the Relevant Taxing Jurisdiction require the payment to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the holder; or

    (8)
    any Taxes that would not have been so imposed but for any combination of the foregoing.

        In addition, any amounts to be paid on the New Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Internal Revenue Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Internal Revenue Code, and no additional amounts will be required to be paid on account of any such deduction or withholding.

        Kinross or the relevant Guarantor Subsidiary will (i) make such withholding or deduction of Taxes as is required under applicable law or the interpretation or administration thereof by the Relevant Taxing Jurisdiction, (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law and (iii) furnish to the trustee reasonable evidence of the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes.

        If we or a Guarantor Subsidiary will be obligated to pay Additional Amounts with respect to any payment under or with respect to the New Notes, we or such Guarantor Subsidiary will deliver to the trustee and paying agent an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the payment of such Additional Amounts to holders of New Notes on the payment date. Each such officer's certificate shall be relied upon until receipt of a new officer's certificate addressing such matters. To the extent permitted by law, the trustee shall have no obligation to determine or obtain knowledge of when Additional Amounts are paid or owed.

        Wherever in the indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest or any other amount payable under or with respect to the New Notes, such mention will be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Tax Redemption

        The New Notes will be subject to redemption at any time, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof together with accrued and unpaid interest to, but not including, the date fixed for redemption, upon the giving of a notice as described below, if we determine that:

    as a result of (A) any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of our successor) or of any political subdivision or taxing authority thereof or therein affecting taxation, or (B) any change in the application or interpretation of such laws, regulations or rulings by any legislative body, court, governmental agency or regulatory authority (including a holding by a court of competent jurisdiction) of a Relevant Taxing Jurisdiction, which change or amendment is announced or becomes effective on or after the later of

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      (i) June 28, 2017 or (ii) if applicable, the date a party organized in a jurisdiction other than Canada becomes our successor, we or such successor, as applicable, have or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any note; or

    on or after the later of (i) June 28, 2017 or (ii) if applicable, the date a party organized in a jurisdiction other than Canada becomes our successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction of organization of our successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in the first bullet, whether or not such action was taken or such decision was rendered with respect to us or such successor, as applicable, or any change, amendment, application or interpretation will be officially proposed, which, in any such case, in the written opinion of our legal counsel, will result in our, or the successor, as applicable, becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any note,

and, in any such case, we determine that such obligation cannot be avoided by the use of reasonable measures available to us (which shall not include the substitution of an obligor in respect of the New Notes).

        In the event that we elect to redeem the New Notes pursuant to the provisions set forth in the preceding paragraph, we will deliver to the trustee an officers' certificate, signed by two authorized officers, stating that we are entitled to redeem such New Notes pursuant to their terms.

        Notice of intention to redeem the New Notes as provided above will be given not more than 60 nor less than 30 days prior to the date fixed for redemption and will specify the date fixed for redemption.

Provision of Financial Information

        We will file with the trustee, within 30 days after such reports or information are filed with the SEC, copies, which may be in electronic format, of our annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which we file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If we are not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and do not otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, we will continue to provide the trustee (i) annual reports containing audited financial statements and (ii) quarterly reports for the first three quarters of each fiscal year containing unaudited financial information, in each case in accordance with Canadian disclosure requirements and GAAP.

Events of Default

        Each of the following shall constitute events of default under the indenture with respect to New Notes:

    default in the payment of the principal of any New Note when it becomes due and payable;

    default in the payment of any interest on any New Note when such interest becomes due and payable, and such default is continued for 30 days;

    default in the performance, or breach, of any other covenant in the indenture for the benefit of holders of the New Notes, and such default or breach is continued for 60 days after written notice to us as provided in the indenture;

    default by Kinross or any Guarantor Subsidiary in the payment of indebtedness of $100,000,000 or more in principal amount outstanding when due after the expiration of any applicable grace period, or default under indebtedness of Kinross or any Guarantor Subsidiary of $100,000,000 or more in principal amount resulting in acceleration of such indebtedness, but only if such indebtedness is not discharged or such acceleration is not rescinded or annulled and such default continues for 10 days after written notice of the default is sent to us; and

    certain events of bankruptcy, insolvency or reorganization occur involving Kinross or any Guarantor Subsidiary.

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        If an acceleration in an amount less than $100,000,000 of any of our indebtedness or that of our subsidiaries that guarantee the New Notes or our indebtedness under our Credit Agreement occurs, the holders of the New Notes will not have the right to accelerate the maturity of their New Notes even though in some such cases other creditors will have that right.

        The indenture provides that the trustee must give notice of a default of which it has actual knowledge to the registered holders of the New Notes within 90 days of occurrence.

        If an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs, the principal of and interest on all the outstanding New Notes will become immediately due and payable without any action on the part of the trustee or any holder. If any other event of default for the New Notes occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the outstanding securities of all series issued under the indenture and affected by the event of default (voting as a single class) may declare the principal of and all accrued and unpaid interest on the New Notes immediately due and payable. The holders of a majority in principal amount of the outstanding securities of all series issued under the indenture and affected by the event of default may in some cases rescind this accelerated payment requirement.

        A holder of New Notes may pursue any remedy under the indenture only if:

    a holder gives the trustee written notice of a continuing event of default;

    the holders of at least 25% in principal amount of the securities of all series issued under the indenture and affected by the event of default make a written request to the trustee to pursue the remedy;

    the holders offer to the trustee indemnity or security satisfactory to the trustee;

    the trustee fails to act for a period of 60 days after receipt of the request and offer of indemnity; and

    during that 60-day period, the holders of a majority in principal amount of the outstanding securities of all series issued under the indenture and affected by the event of default do not give the trustee a direction inconsistent with the request.

        This provision does not, however, affect the right of a holder of a New Note to sue for enforcement of any overdue payment.

        Holders of a majority in principal amount of the outstanding securities of all series issued under the indenture and affected by the event of default may direct the time, method and place of conducting any proceeding for any remedy available to the trustee and exercising any trust or power conferred on the trustee with respect to the New Notes. The trustee, however, may refuse to follow any such direction that conflicts with law or the indenture. In addition, prior to acting at the direction of holders, the trustee will be entitled to be indemnified by those holders against any loss and expenses caused thereby.

        The indenture requires us to deliver each year to the trustee a written statement as to our compliance with the covenants contained in the indenture.

Trustee

        If an event of default occurs under the indenture and is continuing, the trustee will be required to use the degree of care and skill of a prudent person in the conduct of that person's own affairs. The trustee will become obligated to exercise any of its powers under the indenture at the request of any of the holders of any New Notes only after the holders have offered the trustee indemnity satisfactory to it.

        The indenture contains limitations on the right of the trustee, if it becomes our creditor, to obtain payment of claims or to realize on certain property received for any such claim, as security or otherwise. The trustee is permitted to engage in other transactions with us. If, however, it acquires any conflicting interest, it must eliminate that conflict or resign within 90 days after ascertaining that it has a conflicting interest and after the occurrence of a default under the indenture, unless the default has been cured, waived or otherwise eliminated within the 90-day period.

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Modification and Waiver

        The indenture may be amended or supplemented or any provision of the indenture may be waived without the consent of any holders of debt securities, including the New Notes, in certain circumstances, including:

    to provide for the assumption of our obligations under the indenture by a successor;

    to add covenants that would benefit the holders of any debt securities or to surrender any rights we have under the indenture;

    to add events of default with respect to any debt securities;

    to provide for uncertificated debt securities in addition to or in place of certificated debt securities or to provide for bearer debt securities;

    to make any change that does not adversely affect any outstanding debt securities of any series issued under the indenture in any material respect; provided , that any change made solely to conform the provisions of the indenture to a description of debt securities in an offering circular or prospectus supplement will be deemed not to adversely affect any outstanding debt securities of any series issued under the indenture in any material respect, as provided in an officer's certificate;

    to provide any security for, any guarantees of or any additional obligors on any series of debt securities;

    to provide for the appointment of a successor trustee;

    to comply with any requirement to effect or maintain the qualification of the indenture under the Trust Indenture Act; and

    to cure any ambiguity, omission, defect or inconsistency.

        The indenture may be amended or supplemented with respect to a series of debt securities if the holders of a majority in principal amount of the outstanding debt securities of that series consent to it. Without the consent of the holder of each debt security issued under the indenture and affected, however, no modification to the indenture may:

    change the stated maturity of the principal of, or any installment of interest or additional amounts on, any debt security;

    reduce the principal of any debt security or any premium payable on the redemption of any debt security or change the time at which any debt security may or must be redeemed or reduce the amount of any installment of interest or additional amounts payable on any debt security;

    change the place of payment or make payments on any debt security payable in currency other than as originally stated in the debt security;

    impair the holder's right to institute suit for the enforcement of any payment on any debt security;

    reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver; or

    make any change in the percentage of principal amount of debt securities necessary to waive compliance with certain provisions of the indenture or to make any change in the provision related to modification.

        The holders of a majority in principal amount of the outstanding debt securities of all series affected by the waiver (voting as a single class) may on behalf of the holders of all debt securities of such series waive compliance by us with certain restrictive provisions of the indenture. The holders of a majority in principal amount of the outstanding debt securities of all series affected by such default (voting as a single class) may waive any past default under the indenture with respect to such debt securities, except a default in the payment of the principal of (or premium, if any) and interest, if any, on any debt securities or in respect of a provision which under the indenture cannot be modified or amended without the consent of the holder of each outstanding debt security of such series.

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Defeasance and Covenant Defeasance

        The indenture provides that, at our option, we (and any applicable Guarantor Subsidiary) will be discharged from any and all obligations in respect of the outstanding New Notes upon irrevocable deposit with the trustee, in trust, of money and/or U.S. government securities which will provide money in an amount sufficient in the opinion of a nationally recognized firm of financial advisers or independent chartered professional accountants as evidenced by a certificate of officers of the company delivered to the trustee to pay the principal of (and premium, if any) and interest, if any, on the outstanding New Notes (hereinafter referred to as a " defeasance ") (except with respect to the authentication, transfer, exchange or replacement of our debt securities or the maintenance of a place of payment and certain other obligations set forth in the indenture). Such trust may only be established if, among other things:

    we have delivered to the trustee an opinion of counsel in the United States stating that (i) we have received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of execution of the indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that the holders of the outstanding New Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;

    we have delivered to the trustee an opinion of counsel in Canada or a ruling from the Canada Revenue Agency to the effect that the holders of the outstanding New Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income or other Canadian tax purposes as a result of such defeasance and will be subject to Canadian federal, provincial or territorial income and other Canadian tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance not occurred (and for the purposes of such opinion, such Canadian counsel will assume that holders of the outstanding New Notes include holders who are not resident in Canada);

    no event of default or event that, with the passing of time or the giving of notice, or both, will constitute an event of default with respect to the New Notes will have occurred and be continuing on the date of such deposit;

    we are not an "insolvent person" within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit and after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; and

    other customary conditions precedent are satisfied.

        We may exercise our defeasance option notwithstanding our prior exercise of our covenant defeasance option described in the following paragraph if we meet the conditions described in the preceding paragraph at the time we exercise the defeasance option.

        The indenture provides that, at our option, unless and until we have exercised our defeasance option described above with respect to the New Notes, we (and any applicable Guarantor Subsidiary) may omit to comply with the covenants described under "— Certain Covenants — Negative Pledge", and certain aspects of the covenant described under "— Certain Covenants — Consolidation, Amalgamation, Merger and Sale of Assets" and certain other covenants, and such omission will not be deemed to be an event of default under the indenture and the outstanding New Notes upon irrevocable deposit with the trustee, in trust, of money and/or U.S. government securities which will provide money in an amount sufficient in the opinion of a nationally recognized firm of financial advisers or independent chartered professional accountants as evidenced by a certificate of officers of the Company delivered to the trustee to pay the principal of (and premium, if any) and interest, if any, on the outstanding New Notes (hereinafter referred to as " covenant defeasance "). If we exercise our covenant defeasance option, the obligations under the indenture other than with respect to such covenants

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and the events of default other than with respect to such covenants will remain in full force and effect. Such trust may only be established if, among other things:

    we have delivered to the trustee an opinion of counsel in the United States to the effect that the holders of the outstanding New Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

    we have delivered to the trustee an opinion of counsel in Canada or a ruling from the Canada Revenue Agency to the effect that the holders of the outstanding New Notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income or other Canadian tax purposes as a result of such covenant defeasance and will be subject to Canadian federal, provincial or territorial income and other Canadian tax on the same amounts, in the same manner and at the same times as would have been the case had such covenant defeasance not occurred (and for the purposes of such opinion, such Canadian counsel will assume that holders of the outstanding New Notes include holders who are not resident in Canada);

    no event of default or event that, with the passing of time or the giving of notice, or both, will constitute an event of default with respect to the New Notes will have occurred and be continuing on the date of such deposit;

    we are not an "insolvent person" within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit and after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; and

    other customary conditions precedent are satisfied.

Discharge of the Indenture

        We may satisfy and discharge our obligations under the indenture with respect to the New Notes by delivering to the trustee for cancellation all such outstanding New Notes or by depositing with the trustee or the paying agent, after such New Notes have become due and payable or will become due and payable within one year, whether at stated maturity, on any redemption date or otherwise, cash sufficient to pay all of the outstanding New Notes and pay all other sums payable under the indenture by us.

Payment and Paying Agents

        Payments on the New Notes will be made in U.S. dollars. If a holder of at least $1,000,000 principal amount of New Notes has provided wire transfer instructions to us at least 10 business days prior to the applicable payment date, we will pay all principal, interest and premium, if any, on that holder's New Notes in accordance with those instructions. All other payments on New Notes will be made at the office or agency of the paying agent unless we elect to make interest payments by check mailed to the holders at their addresses set forth in the register of holders; provided that all payments of principal, premium, if any, and interest, with respect to the global New Notes registered in the name of or held by DTCC or its nominee and will be made by wire transfer of immediately available funds to the account specified by DTCC.

        We will make any required interest payments to the person in whose name each note is registered at the close of business on the record date for the interest payment. The trustee will be designated as our paying agent for payments on the New Notes. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts. Subject to the requirements of any applicable laws of escheat or other abandoned property laws, the trustee and paying agent shall pay to us upon written request any money held by them for payments on New Notes that remain unclaimed for two years after the date upon which that payment became due. After payment to us, holders entitled to the money must look to us for payment. In that case, all liability of the trustee or paying agent with respect to that money will cease.

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Replacement of Notes

        We will replace any New Notes that become mutilated, destroyed, stolen or lost at the expense of the holder upon delivery to the trustee of the mutilated New Notes or evidence of the loss, theft or destruction satisfactory to us and the trustee. In the case of a lost, stolen or destroyed note, indemnity satisfactory to the trustee and us may be required at the expense of the holder of the note before a replacement note will be issued.

Global Securities and Book-Entry System

        The New Notes initially will be represented by one or more certificates in registered global form without interest coupons (collectively, the " Global Securities ") and will be deposited with the trustee as custodian for the Depositary and registered in the name of the Depositary or its nominee.

        Except as described below under "— Special Situations When a Global Security Will be Terminated," owners of beneficial interests in the New Notes will not be entitled to receive New Notes in definitive form and will not be considered holders of New Notes under the indenture.

The Depositary

        The Depositary has advised us as follows:

        The Depositary is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Exchange Act. The Depositary holds and provides asset servicing for securities that the Depositary's participants (" Direct Participants ") deposit with the Depositary. The Depositary also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. The Depositary is a wholly owned subsidiary of DTCC. DTCC, in turn, is owned by a number of Direct Participants of the Depositary and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC, and EMCC, respectively, also are subsidiaries of DTCC), as well as by the NYSE Euronext and the Financial Industry Regulatory Authority, Inc. Access to the Depositary's system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (" Indirect Participants "). The Depositary's Rules applicable to its participants are on file with the SEC.

        Purchases of New Notes under the Depositary's system must be made by or through Direct Participants, which will receive a credit for such New Notes on the Depositary's records. The ownership interest of each actual purchaser of New Notes represented by the Global Securities (a " Beneficial Owner "), is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from the Depositary of their purchase, but Beneficial Owners are expected to receive written confirmation providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in Global Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive New Notes in definitive form representing their ownership interests therein, except in the limited circumstances described under "— Special Situations When a Global Security Will be Terminated."

        To facilitate subsequent transfers, the Global Securities deposited with the Depositary will be registered in the name of the Depositary's partnership nominee, Cede & Co. The deposit of the Global Securities with the Depositary and their registration in the name of Cede & Co. does not effect any change in beneficial ownership. The Depositary has no knowledge of the actual Beneficial Owners of the Global Securities representing the New Notes. The Depositary's records reflect only the identity of the Direct Participants to whose accounts such New Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

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        Conveyance of notices and other communications by the Depositary to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

        Unless physical certificates representing the New Notes have been issued, redemption notices shall be sent to Cede & Co. If less than all of the New Notes are being redeemed, the Depositary's practice is to determine by lot the amount of the interest of each Direct Participant in the New Notes to be redeemed.

        Neither the Depositary nor Cede & Co. will consent or vote with respect to the Global Securities representing the New Notes unless authorized by a Direct Participant in accordance with the Depositary's procedures. Under its usual procedures, the Depositary mails an omnibus proxy (an " Omnibus Proxy ") to the Company as soon as possible after the applicable record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the New Notes are credited on the applicable record date (identified in a listing attached to the Omnibus Proxy).

        Principal, premium, if any, and interest payments on the Global Securities representing the New Notes will be made to the Depositary. The Depositary's practice is to credit Direct Participants' accounts on the applicable payment date in accordance with their respective holdings shown on the Depositary's records unless the Depositary has reason to believe that it will not receive payment on such date. Payments by Direct and Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers in bearer form or registered in "street name," and will be the responsibility of such participants and not of the Depositary, the trustee, Kinross, or the Guarantor Subsidiaries subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest to Cede & Co. is the responsibility of Kinross, disbursement of such payments to Direct Participants shall be the responsibility of the Depositary, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. None of Kinross, the Guarantor Subsidiaries or the trustee will have any responsibility or liability for the disbursements of payments in respect of ownership interests in the New Notes by the Depositary or the Direct or Indirect Participants or for maintaining or reviewing any records of the Depositary or the Direct or Indirect Participants relating to ownership interests in the New Notes or the disbursement of payments in respect thereof. The information in this section concerning the Depositary and the Depositary's system has been obtained from sources that we believe to be reliable, but is subject to any changes to the arrangements between us and the Depositary and any changes to such procedures that may be instituted unilaterally by the Depositary.

Special Investor Considerations for Global Securities

        The obligations of Kinross and the Guarantor Subsidiaries, as well as the obligations of the trustee and those of any third parties employed by Kinross, the Guarantor Subsidiaries or the trustee run only to persons who are registered as holders of the New Notes. For example, once we make payment to the registered holder of a New Note, we have no further responsibility for the payment even if that holder is legally required to pass the payment along to you but does not do so. As an indirect holder, an investor's rights relating to a Global Security will be governed by the account rules of the investor's financial institution and of the Depositary, as well as general laws relating to debt securities transfers.

        An investor should be aware that when New Notes are issued in the form of Global Securities:

    the investor cannot have New Notes registered in his or her own name;

    the investor cannot receive physical certificates for his or her interest in the New Notes;

    the investor must look to his or her own bank or brokerage firm for payments on the New Notes and protection of his or her legal rights relating to the New Notes;

    the investor may not be able to sell interests in the New Notes to some insurance companies and other institutions that are required by law to hold the physical certificates of New Notes that they own;

    the Depositary's policies will govern payments, transfers, exchange and other matters relating to the investor's interest in the Global Security. Kinross, the Guarantor Subsidiaries and the trustee have no

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      responsibility for any aspect of the Depositary's actions or for its records of ownership interest in the Global Security. Kinross, the Guarantor Subsidiaries and the trustee also do not supervise the Depositary in any way; and

    the Depositary will usually require that interests in a Global Security be purchased or sold within its system using same-day funds.

Special Situations When a Global Security Will be Terminated

        In a few special situations described below, a Global Security will terminate and interests in it will be exchanged for physical certificates representing New Notes. After that exchange, an investor may choose whether to hold New Notes directly or indirectly through an account at its bank or brokerage firm. Investors must consult their own banks or brokers to find out how to have their interests in New Notes transferred into their own names, so that they will be direct holders.

        The special situations for termination of a Global Security are:

    when the Depositary notifies us that it is unwilling, unable or no longer qualified to continue as Depositary (unless a replacement Depositary is named);

    an event of default has occurred and is continuing, and Depositary requests the issuance of certificated New Notes; and

    when and if we decide to terminate a Global Security.

        When a Global Security terminates, the Depositary (and not Kinross, the Guarantor Subsidiaries or the trustee) is responsible for deciding the names of the institutions that will be the initial direct holders.

Global Clearance and Settlement Procedures

        Initial settlement for the New Notes will be made in immediately available funds. Secondary market trading between Depositary participants (" DTC Participants ") will occur in the ordinary way in accordance with the Depositary's rules and will be settled in immediately available funds using the Depositary's Same-Day Funds Settlement System. Secondary market trading between Clearstream Banking S.A. (" Clearstream, Luxembourg ") participants (" Clearstream Participants ") and/or Euroclear System (" Euroclear ") participants (" Euroclear Participants ") will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream, Luxembourg and Euroclear, as applicable.

        Cross-market transfers between persons holding directly or indirectly through the Depositary, on the one hand, and directly or indirectly through Clearstream Participants or Euroclear Participants, on the other, will be effected through the Depositary in accordance with the Depositary's rules on behalf of the relevant European international clearing system by its U.S. depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depositary to take action to effect final settlement on its behalf by delivering securities to or receiving securities from the Depositary, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to the Depositary. Clearstream Participants and Euroclear Participants may not deliver instructions directly to their respective U.S. depositaries.

        Because of time-zone differences, credits of New Notes received in Clearstream, Luxembourg or Euroclear as a result of a transaction with a DTC Participant will be made during subsequent securities settlement processing and dated the business day following the Depositary's settlement date. The credits or any transactions in the New Notes settled during the processing will be reported to the relevant Euroclear Participant or Clearstream Participant on that business day. Cash received in Clearstream, Luxembourg or Euroclear as a result of sales of the New Notes by or through a Clearstream Participant or a Euroclear Participant to a DTC Participant will be received with value on the Depositary's settlement date but will be available in the relevant Clearstream, Luxembourg or Euroclear cash account only as of the business day following settlement through the Depositary.

        Although the Depositary, Clearstream, Luxembourg and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of New Notes among participants of the Depositary, Clearstream, Luxembourg and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued or changed at any time.

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U.S. FEDERAL INCOME TAX CONSEQUENCES

        The exchange of the Initial Notes for the New Notes pursuant to the terms set forth in this prospectus will not constitute a taxable exchange for U.S. federal income tax purposes. Consequently, you should not recognize a gain or loss upon receipt of the New Notes. For purposes of determining gain or loss upon the subsequent sale or exchange of the New Notes, your basis in the New Notes should be the same as your basis in the Initial Notes exchanged. Your holding period for the New Notes should include your holding period for the Initial Notes exchanged. The issue price and other U.S. federal income tax characteristics of the New Notes should be identical to the issue price and other U.S. federal income tax characteristics of the Initial Notes exchanged.

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CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

        The following summary describes the principal Canadian federal income tax considerations generally applicable to a holder of Initial Notes who acquires, as a beneficial owner, New Notes, including entitlement to all payments thereunder, pursuant to this prospectus in exchange for, and evidencing the same continuing indebtedness as the Initial Notes and who, at all relevant times, for purposes of the application of the Income Tax Act (Canada) and the Income Tax Regulations (collectively, the " Tax Act "), (1) is not, and is not deemed to be, resident in Canada, (2) deals at arm's length with Kinross, any "specified shareholder" of Kinross as defined in subsection 18(5) of the Tax Act, any guarantor and any transferee resident (or deemed to be resident) in Canada to whom the holder disposes of the New Notes, (3) does not receive any payment of interest on the New Notes in respect of a debt or other obligation to pay an amount to a person with whom Kinross or any guarantor does not deal at arm's length, (4) is not a "specified shareholder" of Kinross as defined in subsection 18(5) of the Tax Act, and (5) does not use or hold the New Notes in a business carried on in Canada (a " Holder "). Special rules, which are not discussed in this summary, may apply to a non-Canadian holder that is an insurer that carries on an insurance business in Canada and elsewhere. Such holders should consult their own tax advisors.

        This summary is based on the current provisions of the Tax Act and on an understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the " CRA ") published in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the " Proposed Amendments ") and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policy or assessing practice whether by legislative, regulatory, administrative or judicial action nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may be different from those discussed herein.

        This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular holder. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, prospective holders of New Notes should consult their own tax advisors having regard to their own particular circumstances.

The Exchange Offer

        The exchange of Initial Notes for New Notes pursuant to the terms set forth in this prospectus should not constitute a disposition and should not give rise to a capital gain or a capital loss for purposes of the Tax Act.

Taxation of Interest on New Notes

        No Canadian withholding tax will apply to interest, principal or premium, if any, paid or credited to a Holder by Kinross or to the proceeds received by a Holder on the disposition of a New Note including a redemption, payment on maturity, repurchase or purchase for cancellation.

        No other tax on income or gains will be payable by a Holder on interest, principal or premium, if any, on a New Note or on the proceeds received by a Holder on the disposition of a New Note including a redemption, payment on maturity, repurchase or purchase for cancellation.

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PLAN OF DISTRIBUTION

        Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Initial Notes where the Initial Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, until the earlier of the expiration of 180 days after the exchange offer or such time as such broker-dealers no longer own any Initial Notes, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

        We will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of those methods of resale, at market prices prevailing at the time of resale, at prices related to prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any of the New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the New Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of 180 days after the expiration date of the exchange offer or such time as the broker-dealers no longer own any Initial Notes, whichever is shorter, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that is entitled to use such documents that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the New Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.


INDEPENDENT CHARTERED PROFESSIONAL ACCOUNTANTS

        The annual audited consolidated financial statements of Kinross incorporated by reference in this prospectus have been audited by KPMG LLP, Chartered Professional Accountants, as stated in their report accompanying the financial statements.


INTERESTS OF QUALIFIED PERSONS

        The technical information about the Company's mineral properties contained in or incorporated by reference in this prospectus has been prepared under the supervision of Mr. John Sims, an officer of the Company who is a "qualified person" within the meaning of NI 43-101.


VALIDITY OF NOTES AND GUARANTEES

        The validity of the New Notes and the related Guarantees will be passed upon for us by Sullivan & Cromwell LLP, New York, New York. Certain legal matters relating to Canadian and Ontario law will be passed upon for us by Osler, Hoskin & Harcourt LLP, Toronto, Ontario. Certain legal matters related to Delaware law will be passed upon for us by Richards, Layton & Finger, P.A. Certain legal matters related to Alaska law will be passed upon for us by Holland & Hart LLP. Certain legal matters related to the laws of Brazil will be passed upon for us by Pinheiro Neto Advogados. Certain legal matters related to the laws of Luxembourg will be passed upon for us by Kaufhold & Reveillaud Avocats. Certain legal matters related to the laws of the Netherlands will be passed upon for us by Loyens & Loeff N.V. Certain legal matters related to the laws of the British Virgin Islands will be passed upon for us by Conyers Dill & Pearman.

46


Table of Contents


DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

        The following documents have been filed with the Commission as part of the registration statement of which this prospectus is a part:

    The documents listed as being incorporated by reference in this prospectus under the heading "Documents Incorporated by Reference";

    The organizational documents of the Guarantor Subsidiaries;

    The indenture relating to the Notes;

    The registration rights agreement relating to the Initial Notes;

    Opinions and consents of counsel;

    Consent of auditors;

    Consents of qualified persons;

    Powers of attorney (included on the signature pages of the registration statement);

    The statements of eligibility of the trustee on Form T-1;

    The form of letter of transmittal; and

    The form of notice of guaranteed delivery.

47



KINROSS GOLD CORPORATION
FORM F-10
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS

Indemnification

        Section 136 of the Business Corporations Act (Ontario) (the " Act ") provides that a corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or a person who acts or acted at the corporation's request as a director or officer or an individual acting in a similar capacity, of another entity, (collectively, the " Indemnified Party "), against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the Indemnified Party in respect of any civil, criminal, administrative, investigative or other proceeding (collectively, the "Action") in which the individual is involved because of that association with the corporation or other entity, if:

            (a)   he or she acted honestly and in good faith with a view to the best interests of the corporation (or, if applicable, in the best interest of the other entity for which he or she acted as director, officer or in a similar capacity at the corporation's request); and

            (b)   in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.

        Section 136 of the Act also provides that a corporation may, with the approval of the court, indemnify an Indemnified Party in respect of an action by or on behalf of the corporation or other entity to obtain a judgment in its favor (a " Derivative Action "), to which the individual is made a party because of the individual's association with the corporation or other entity, against all costs, charges and expenses reasonably incurred by the individual in connection with such Derivative Action if the individual fulfills the condition set forth in clauses (a) of the paragraph above.

        The Act provides that an Indemnified Party is entitled to indemnification from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of such Action or Derivative Action to which the individual has been made party because of the individual's association with the corporation or such other entity; provided that the Indemnified Party (i) fulfills the conditions set out in the clause (a) and (b) above, and (ii) was not judged by a court or other competent authority to have committed any fault or to have omitted to do anything that such individual ought to have done.

        The Act also provides that a corporation may purchase and maintain insurance for the benefit of an Indemnified Party against liability incurred in the individual's capacity as a director or officer of the corporation, or as a director or officer, or a similar capacity, of another entity if the individual acts in that capacity at the corporation's request.

        The Bylaws of the Registrant provide that an Indemnified Party shall at all times be indemnified by the Registrant in every circumstance where the Act so permits or requires. The Bylaws further provide that, subject to limitations in the Act regarding indemnities in respect of Derivative Actions, every person who at any time is or has been a director or officer, or in a similar capacity, of the Registrant or properly incurs or has properly incurred any liability on behalf of the Registrant or who at any time acts or has acted at the Registrant's request (in respect of the Registrant or any other entity), and his or her heirs and legal representatives, shall at all times be indemnified by the Registrant against all costs, charges and expenses, including an amount paid to settle an action or satisfy a fine or judgment, reasonably incurred by him or her in respect of or in connection with any civil, criminal or administrative action, proceeding or investigation (apprehended, threatened, pending, under way or contemplated) to which he or she is or may be made a party or in which he or she is or may become otherwise involved by reason of being or having been such a director or officer or by reason of so incurring or having so incurred such liability or by reason of so acting or having so acted (or by reason of anything alleged to

F-10, II-1


have been done, omitted or acquiesced in by him or her in any such capacity or otherwise in respect of any of the foregoing), and has exhausted all appeals therefrom, if:

            (a)   he or she acted honestly and in good faith with a view to the best interest of the Registrant (or, if applicable, in the best interest of the other entity for which the individual acted as a director, officer or in a similar capacity at the Registrant's request); and

            (b)   in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing his or her conduct was lawful.

        The Bylaws further provide that the above described indemnification provisions shall not affect any other right to indemnification to which any person may be or become entitled by contract or otherwise, and no settlement or plea of guilty in any action or proceeding shall alone constitute evidence that a person did not meet a condition set out in clause (a) or (b) above or any corresponding condition in the Act. The Bylaws also provide that the persons described above shall not be liable for any damage, loss, cost or liability sustained or incurred by the Registrant, except where so required by the Act, if such person acted honestly and in good faith with a view to the best interest of the Registrant (or of the entity for which the individual acted as a director, officer or in a similar capacity at the Registrant's request).

        The Registrant has a policy of insurance for its directors and officers and those of its subsidiaries. The limit of liability applicable to all insured directors and officers under the current policies, which will expire on May 1, 2018, is $125 million in the aggregate, inclusive of defense costs. Under the policies, the Registrant has reimbursement coverage to the extent that it has indemnified the directors and officers in excess of a deductible of $5 million for each loss for U.S. securities claims and $2.5 million for each other loss. The total premium charged to the Registrant in respect of coverage for 2017/2018 is $1,175,095, for 2016/2017 was $1,150,064 and for 2015/2016 was $1,118,403, no part of which is or was payable by the directors or officers of the Registrant.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the " Securities Act "), may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

F-10, II-2


EXHIBITS TO FORM F-10

        The exhibits to this registration statement are listed in the exhibit index, which appears elsewhere herein.

F-10, II-3



FORM F-10
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1.     Undertaking .

        The Form F-10 registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to this Form F-10 or to transactions in said securities.

Item 2.     Consent to Service of Process .

        Concurrently with the filing of this Registration Statement, the Form F-10 registrants are filing with the Commission written irrevocable consents and powers of attorney on Form F-X.

        Any change to the name or address of the agent for service of the Form F-10 registrant shall be communicated promptly to the Commission by amendment to the applicable Form F-X referencing the file number of the relevant registration statement.

F-10, III-1


FORM F-10
SIGNATURES

        Pursuant to the requirements of the Securities Act, Kinross Gold Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada on this 18th day of May, 2018.

  KINROSS GOLD CORPORATION

 

By:

 

/s/ TONY S. GIARDINI


      Name:   Tony S. Giardini

      Title:   Executive Vice President, Chief Financial Officer


POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints each of J. Paul Rollinson, Tony S. Giardini and Geoffrey P. Gold as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (unless revoked in writing), to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as full to all intents and purposes as he or she might lawfully do or cause to be done by virtue hereof.

F-10, III-2


        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

/s/ J. PAUL ROLLINSON


J. Paul Rollinson
  President, Chief Executive Officer
and Director
(Principal Executive Officer)
  May 18, 2018

/s/ TONY S. GIARDINI


Tony S. Giardini
 

Executive Vice President, Chief
Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

 

May 18, 2018

/s/ JOHN E. OLIVER


John E. Oliver
 

Director

 

May 18, 2018

/s/ JOHN A. BROUGH


John A. Brough
 

Director

 

May 18, 2018

/s/ IAN ATKINSON


Ian Atkinson
 

Director

 

May 18, 2018

/s/ KERRY D. DYTE


Kerry D. Dyte
 

Director

 

May 18, 2018

/s/ AVE G. LETHBRIDGE


Ave G. Lethbridge
 

Director

 

May 18, 2018

/s/ CATHERINE MCLEOD-SELTZER


Catherine McLeod-Seltzer
 

Director

 

May 18, 2018

/s/ KELLY J. OSBORNE


Kelly J. Osborne
 

Director

 

May 18, 2018

/s/ UNA M. POWER


Una M. Power
 

Director

 

May 18, 2018

F-10, III-3



AUTHORIZED REPRESENTATIVE

        Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Kinross Gold Corporation in the United States, on this 18th day of May, 2018.

  KINROSS GOLD U.S.A., INC.
(Authorized U.S. Representative)

 

By:

 

/s/ MARTIN D. LITT


      Name:   Martin D. Litt

      Title:   Secretary

F-10, III-4



FORM S-4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.     Indemnification of Directors and Officers

    Delaware

        Fairbanks Gold Mining, Inc., Round Mountain Gold Corporation, KG Mining (Bald Mountain) Inc. and KG Mining (Round Mountain) Inc. are corporations under the Delaware General Corporation Law (the " DGCL "). Section 102(b)(7) of the DGCL provides that a corporation may include a provision in its certificate of incorporation eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL (pertaining to unlawful payment of dividends or unlawful purchase or redemption of the corporation's capital stock); or (iv) for any transaction from which the director derived an improper personal benefit. The respective certificates of incorporation of each of Fairbanks Gold Mining, Inc. and Round Mountain Gold Corporation contains such a provision.

        Section 145(a) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful.

        Section 145(b) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

        Under Section 145(c) of the DGCL, if a present or former director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 145(a) and Section 145(b) of the DGCL (described above), or in defense of any claim, issue or matter therein, such person shall be indemnified by the corporation against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

        Section 145(d) of the DGCL provides that any indemnification pursuant to Section 145(a) and Section 145(b) of the DGCL shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper under the circumstances because the person has met the applicable standard of conduct. Such determination shall be made, with respect to person who is a director or officer of the corporation at the time of such determination by

S-4 II-1


a majority of disinterested directors (or a committee thereof), if there are no such directors or if such directors so direct, by independent legal counsel, or by the stockholders.

        Section 145(e) of the DGCL provides that a corporation may advance the expenses incurred by an officer or director in defending against any action, suit or proceeding upon receipt of an undertaking by or on behalf such person to repay such expenses if it is ultimately determined that such person is not entitled to indemnification. The statute also provides, in Section 145(f) of the DGCL, that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise.

        The by-laws of the Guarantor Subsidiaries incorporated in Delaware each provide for mandatory indemnification of any person made or threatened to be made a party to any action, suit or proceeding by reason of the fact that such person is or was a director, officer or employee of the corporation or serves or served at the request of the corporation as a director, officer or employee of any other enterprise to the fullest extent permitted by the DGCL. The by-laws of the Guarantor Subsidiaries incorporated in Delaware each provide that the corporation may advance expenses incurred in defending an action, suit or proceeding as authorized by the board of directors upon receipt of an undertaking by or on behalf of the director, officer, employee or agent. The by-laws of the Guarantor Subsidiaries incorporated in Delaware each provide that the right to indemnification contained therein is not the exclusive method of indemnification.

        Section 145(g) of the DGCL authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as such at any other enterprise against any liability asserted against and incurred by such person in such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person under the DGCL. The by-laws of the Guarantor Subsidiaries incorporated in Delaware each provide that the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not he is indemnified against such liability or expense under the provisions of the by-laws whether or not the corporation would have the power or would be required to indemnify against such liability under the provisions of the by-laws or the DGCL or by any other applicable law.

    Alaska

        Melba Creek Mining, Inc. is a corporation under the Alaska Corporations Code (the " ACC "). Section 10.06.490 of the ACC permits a corporation to indemnify any person who was, is or is threatened to be made a party to a completed, pending, or threatened action or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, attorney fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by them in connection with any action or proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to a criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. In a derivative action; that is, one by or in the right of the corporation, indemnification may be made only for expenses and attorney fees actually and reasonably incurred by a director, officer, employee, or agent in connection with the defense or settlement of such action, and only with respect to a matter as to which such person shall have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in a derivative action if such person shall have been adjudged to be liable for negligence or misconduct in the performance of the person's duty to the corporation, unless and only to the extent that the court in which the action was brought shall determine upon application that, despite such adjudication of liability, the defendant director, officer, employee, or agent is fairly and reasonably entitled to indemnity for such expenses that the court considers proper. The determination regarding whether the indemnitee has met the applicable standard of conduct for indemnification is to be made by (a) the board by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding; or

S-4 II-2


(b) independent legal counsel in a written opinion if a quorum of such directors described above is (i) not obtainable, (ii) obtainable but a majority of disinterested directors so directs or (c) approval of the outstanding shares. A corporation may pay or reimburse the reasonable expenses incurred in defending an action or proceeding in advance of the final disposition if (1) in the case of director or officer, such person furnishes the corporation with a written affirmation of a good faith belief that the standard of conduct described above has been met, (2) the director, officer, employee, or agent furnishes the corporation with a written unlimited general understanding, executed personally or on behalf of the individual, to repay the advance if it ultimately determined that an applicable standard of conduct was not met; and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification under the ACC. The ACC also provides that indemnification pursuant to its provisions is not exclusive of other rights to which a person seeking indemnification may be entitled under a bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.

        Section 10.06.210 of the ACC authorizes a corporation's articles of incorporation to eliminate or limit the personal liability of a director to the corporation, or its stockholders for monetary damages for the breach of fiduciary duty as a director, except that the corporation's articles of incorporation may not eliminate or limit the liability of a director for (i) a breach of a director's duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) wilful or negligent conduct involved in the payment of dividends or the repurchase of stock from other than lawfully available funds, or (iv) a transaction from which the director derives an improper personal benefit.

        Section 10.06.490 of the ACC further permits a corporation to purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against the person and incurred by the person in that capacity, or arising out of that status. whether or not the corporation has the power to indemnify the person against the liability under the ACC.

        In accordance with the provisions of the ACC, the corporation's Amended and Restated Bylaws provide for indemnification of any person who was, is, or is threatened to be made a party to a completed, pending or threatened action or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise. Such indemnification includes the reimbursement of expenses, attorney fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action or proceeding if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to a criminal action or proceeding, the person had no reasonable cause to believe the conduct was unlawful. In an action by or in the right of the corporation to procure a judgment in its favor, indemnification may be made only for expenses and attorney fees actually and reasonably incurred by the persons described above in connection with the defense or settlement of an action, and only with respect to a matter as to which such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged to be liable for negligence or misconduct in the performance of the person's duty to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite such adjudication of liability, in view of all of the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses that the court considers proper. To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of an action or proceeding referred to in the first paragraph or the immediately foregoing paragraph of this section or in defense of a claim, issue, or matter in the action or proceeding, the director, officer, employee, or agent shall be indemnified against expenses and attorney fees actually and reasonably incurred in connection with the defense. The bylaws also contain provisions substantially similar to those of the ACC relating to the advancement of expenses and the non-exclusivity of the indemnification rights set forth in the ACC.

S-4 II-3


    Federative Republic of Brazil

        Kinross Brasil Mineraçao S.A. is a corporation under the laws of Brazil. According to Article 158 of the Brazilian Law No. 6,404, dated December 15, 1976, as amended, or Brazilian Corporate Law, directors and officers are liable for any loss when acting (i) with negligence or willful misconduct within the scope of his authority; or (ii) contrary to the provisions of the law or the bylaws. Nonetheless, neither the laws of Brazil nor other constitutive documents provide for indemnification of directors and officers.

        The Article 787 of the Brazilian Law No. 6,404, dated December 15, 1976, as amended, or Brazilian Civil Code, regulates the civil liability insurance ( seguro de responsabilidade civil ), by means of which the insurer provides coverage for payment of claims submitted by the third party against the insured, and based on such provision a corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against the person and incurred by the person in that capacity, or arising out of that status.

    British Virgin Islands

        Red Back Mining (Ghana) Limited is a business company incorporated in the British Virgin Islands. White Ice Ventures Limited is a business company incorporated in and having its registered seat in the British Virgin Islands and having its seat of central administration (effective place of management) in Luxembourg. Both laws of British Virgin Islands and Luxembourg are applicable (see hereunder).

        Under the laws of the British Virgin Islands, a business company may indemnify against all expenses (including legal fees and against all judgements, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings) any person who (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of the company; or (b) is or was, at the request of the company, serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise. However, such indemnification is only permitted by law if the relevant person acted honestly and in good faith and in what he believed to be in the best interests of the company (or, where the company is wholly-owned, its parent company) and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. Any indemnity given in breach of this limitation is void and of no effect.

        The constitutional documents of both of Red Back Mining (Ghana) Limited and White Ice Ventures Limited indemnify directors and officers of the companies to the maximum extent permitted by the laws of the British Virgin Islands.

    Luxembourg

        KG Far East (Luxembourg) Sàrl (" KGFE Lux ") is a société à responsabilité limitée organized under the laws of Luxembourg. Article 710-16 and 441-9 of the Luxembourg Company Law (the " LCL ") provides that the managers of such companies "shall be liable to the company in accordance with the general law for the execution of the mandate given to them and for any misconduct in the management of the company's affairs". They "shall be jointly and severally liable towards either the company or any third parties for damages resulting from the violation of this law or the articles".

        The general civil law authorizes the parties to a mandate (i.e. the principal and the agent) to contractually limit the liability of the agent to gross negligence and willful misconduct and keep the managers harmless from any and all damages which the manager may sustain or incur or which may be awarded against the manager as a result (directly or indirectly) of or in connection with the performance of his/her duties and responsibilities in accordance with the manager's mandate.

        We also note that the articles of association of KGFE Lux explicitly states the rule according to which in the execution of their mandate, the managers are not held personally responsible for the obligations of KGFE Lux.

S-4 II-4


        White Ice Ventures Limited (" WIVL ") is a business company incorporated in and having its registered seat in the British Virgin Islands and having its seat of central administration (effective place of management) in Luxembourg. It is a binational company organized under both laws of British Virgin Islands and Luxembourg. Article 710-16 and 441-9 of the LCL are applicable as stated above.

        The by-laws of WIVL provides that WIVL "shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who (i) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of the Company; or (ii) is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise. The indemnity only applies if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful".

    Netherlands

        Red Back Mining B.V. is a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under Dutch law, with its official seat in Amsterdam, the Netherlands, and registered with the Dutch trade register ( Kamer van Koophandel ) under number 34107768.

    Discharge

        The internal liability of managing directors and officers vis-à-vis the company may be limited in retrospect by the general meeting of shareholders by discharging the managing directors and officers for the management performed by them. Such discharge includes all acts of the managing directors and officers as far as these are apparent from the annual accounts or other information made available to the shareholders meeting. A discharge does not provide protection against external liability vis-à-vis third parties. In addition, a discharge can be nullified in court proceedings.

    Exoneration

        The company and the managing directors and officers can agree that the company will refrain from any liability action against the managing director. Note however that it is generally assumed in legal literature that a clause to exonerate internal liability vis-à-vis the company due to seriously negligent acts or omissions (ernstig verwijt) of the managing directors and officers is considered to be void. In addition, an exoneration for acts that qualify as intent ( opzet ) or wilful misconduct ( bewuste roekeloosheid ) are generally held to be in breach Dutch public policy and public morals ( openbare orde en goede zeden ) and would therefore be considered null and void.

    Indemnification

        It is generally assumed that the company can indemnify the director against claims from third parties. Neither Dutch (case) law, nor the Dutch Corporate Governance Code preclude such indemnification. There is however some debate in Dutch legal literature on the limits of such indemnification. It is generally assumed that no indemnification can be granted for seriously negligent acts or omissions (ernstig verwijt) . However, costs to defend (in legal proceedings) against liability would qualify for indemnification. Whether it is allowed by Dutch law to indemnify directors or officers against administrative and criminal penalties (to a certain extent) has not yet been finally assessed by the Supreme Court of the Netherlands. Also, there is debate in the legal literature on the question whether a managing director or officer can be indemnified against administrative and criminal penalties. The articles of association of Red Back Mining B.V. do not include indemnification provisions with respect to its directors and/or officers.

    Insurance

        Directors & officers insurance can offer managing directors and officers protection against liability. Such insurance generally covers both internal (vis-à-vis the company) and external liability (vis-à-vis third parties) and relates not only to damages payable to the company or third parties, but also to the costs of legal assistance. This

S-4 II-5


is called the A-side coverage of the insurance. In addition to this, some policies have an extra B-side. The B-side, also known as the 'corporate reimbursement coverage', compensates the company if it was forced to pay out indemnifications to the board members. The company is normally the policyholder and the managing directors and officers are the insured. A directors & officers insurance policy usually contains a number of exclusions, for example where deliberate misconduct, fraudulent action, personal injury and environmental damage and penalties are involved.

        In practice, a director can be insured against administrative and criminal penalties (to a certain extent), for example through a coverage extension. However, whether it is allowed by Dutch law has not yet been assessed by the Supreme Court of the Netherlands. Also, there is debate in the legal literature on the question whether a managing director or officer can be insured against administrative and criminal penalties. Penalties caused by intentional actions are at any rate excluded from coverage by insurance.

Item 21.     Exhibits

        The exhibits to this registration statement are listed in the exhibit index, which appears elsewhere herein.

Item 22.     Undertakings

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Form S-4 registrants pursuant to the foregoing provisions set forth in Item 20 above, or otherwise, such registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by such registrants of expenses incurred or paid by a director, officer or controlling person of such registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

        The Form S-4 registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of the responding to the request.

        The Form S-4 registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being involved therein, that was not the subject of disclosure included in the registration statement when it became effective.

S-4 II-6



FORM S-4

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Belo Horizonte, Brazil on this 18th day of May, 2018.

    KINROSS BRASIL MINERAÇAO S.A.

 

By:

 

/s/ ANTONIO CARLOS MARINHO


      Name:   Antonio Carlos Marinho

      Title:   Vice-President, Brazil and General Counsel


POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Antonio Carlos Marinho as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

/s/ ANTONIO CARLOS MARINHO


Antonio Carlos Marinho
  Vice-President, Brazil and General Counsel (Principal Executive Officer)   May 18, 2018

/s/ FREDERICO DEODORO


Frederico Deodoro
 

Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

May 18, 2018

/s/ ALESSANDRO L. NEPOMUCENO


Alessandro L. Nepomuceno
 

Health, Safety, Environmental Officer

 

May 18, 2018

/s/ MUHANAD ABDEL JALIL


Muhanad Abdel Jalil
 

Technical Services Director

 

May 18, 2018

/s/ MAURO F. OSTWALD


Mauro F. Ostwald
 

Signing Officer

 

May 18, 2018

S-4 II-7


Signature
 
Title
 
Date

 

 

 

 

 

  


Gilberto Carlos Nascimento Azevedo
 

Vice President and General Manager

   

  


Charles Wells
 

Operation Officer

   

S-4 II-8



AUTHORIZED REPRESENTATIVE

        Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Kinross Brasil Mineraçao S.A. in the United States, in Denver, Colorado on this 18th day of May, 2018.

    KINROSS GOLD U.S.A., INC.
(Authorized U.S. Representative)

 

By:

 

/s/ MARTIN D. LITT


      Name:   Martin D. Litt

      Title:   Secretary

S-4 II-9



SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on this 18th day of May, 2018.

    FAIRBANKS GOLD MINING, INC.

 

By:

 

/s/ MARTIN D. LITT


      Name:   Martin D. Litt

      Title:   Secretary and General Counsel


POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Martin D. Litt as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

/s/ ERIC M. HILL


Eric M. Hill
  President, General Manager and Director (Principal Executive Officer)   May 18, 2018

/s/ YANHUA PAN


Yanhua Pan
 

Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)

 

May 18, 2018

/s/ MARTIN D. LITT


Martin D. Litt
 

Director

 

May 18, 2018

S-4 II-10



SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Denver, Colorado on this 18th day of May, 2018.

    MELBA CREEK MINING INC.

 

By:

 

/s/ MARTIN D. LITT


      Name:   Martin D. Litt

      Title:   Secretary and General Counsel


POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Martin D. Litt as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

/s/ ERIC M. HILL


Eric M. Hill
  President, General Manager and Director (Principal Executive Officer)   May 18, 2018

/s/ YANHUA PAN


Yanhua Pan
 

Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)

 

May 18, 2018

/s/ MARTIN D. LITT


Martin D. Litt
 

Director

 

May 18, 2018

S-4 II-11



SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on this 18th day of May, 2018.

  ROUND MOUNTAIN GOLD CORPORATION

 

By:

 

/s/ MARTIN D. LITT


      Name:   Martin D. Litt

      Title:   Secretary and General Counsel


POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Martin D. Litt as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

/s/ DAVID HENDRIKS


David Hendriks
  President, General Manager and Director
(Principal Executive Officer)
  May 18, 2018

/s/ YANHUA PAN


Yanhua Pan
 

Vice President and Treasurer
(Principal Financial Officer and Principal Accounting Officer)

 

May 18, 2018

/s/ MARTIN D. LITT


Martin D. Litt
 

Director

 

May 18, 2018

S-4 II-12



SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg on this 18th day of May, 2018.

  KG FAR EAST (LUXEMBOURG) SÀRL

 

By:

 

/s/ EMMANUEL REVEILLAUD


      Name:   Emmanuel Reveillaud

      Title:   Manager


POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Emmanuel Reveillaud as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

/s/ MIKHAIL A. UGODNIKOV


Mikhail A. Ugodnikov
  Manager
(Principal Executive Officer)
  May 18, 2018

/s/ MAURO F. OSTWALD


Mauro F. Ostwald
 

Manager
(Principal Financial Officer and Principal Accounting Officer)

 

May 18, 2018

/s/ EMMANUEL REVEILLAUD


Emmanuel Reveillaud
 

Manager

 

May 18, 2018

S-4 II-13



AUTHORIZED REPRESENTATIVE

        Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of KG Far East (Luxembourg) Sàrl in the United States, in Denver, Colorado on this 18th day of May, 2018.

  KINROSS GOLD U.S.A., INC.
(Authorized U.S. Representative)

 

By:

 

/s/ MARTIN D. LITT


      Name:   Martin D. Litt

      Title:   Secretary

S-4 II-14



SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on this 18th day of May, 2018.

  KG MINING (BALD MOUNTAIN) INC.

 

By:

 

/s/ MARTIN D. LITT


      Name:   Martin D. Litt

      Title:   Vice President, General Counsel and Secretary


POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Martin D. Litt as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

/s/ BRUCE H. THIEKING


Bruce H. Thieking
  President, General Manager and Director
(Principal Executive Officer)
  May 18, 2018

/s/ YANHUA PAN


Yanhua Pan
 

Vice President and Treasurer
(Principal Financial Officer and Principal Accounting Officer)

 

May 18, 2018

/s/ MARTIN D. LITT


Martin D. Litt
 

Director

 

May 18, 2018

S-4 II-15



SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on this 18th day of May, 2018.

  KG MINING (ROUND MOUNTAIN) INC.

 

By:

 

/s/ MARTIN D. LITT


      Name:   Martin D. Litt

      Title:   Vice President, General Counsel and Secretary


POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Martin D. Litt as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

/s/ DAVID HENDRIKS


David Hendriks
  President, General Manager and Director
(Principal Executive Officer)
  May 18, 2018

/s/ YANHUA PAN


Yanhua Pan
 

Vice President and Treasurer
(Principal Financial Officer and Principal Accounting Officer)

 

May 18, 2018

/s/ MARTIN D. LITT


Martin D. Litt
 

Director

 

May 18, 2018

S-4 II-16



SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The Hague, Netherlands on this 18th day of May, 2018.

  RED BACK MINING B.V.

 

By:

 

/s/ MIKHAIL A. UGODNIKOV


      Name:   Mikhail A. Ugodnikov

      Title:   Director


POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Mikhail A. Ugodnikov as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

/s/ MIKHAIL A. UGODNIKOV


Mikhail A. Ugodnikov
  Director
(Principal Executive Officer)
  May 18, 2018

/s/ MAURO F. OSTWALD


Mauro F. Ostwald
 

Director
(Principal Financial Officer and Principal Accounting Officer)

 

May 18, 2018

S-4 II-17



AUTHORIZED REPRESENTATIVE

        Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Red Back Mining B.V. in the United States, in Denver, Colorado on this 18th day of May, 2018.

  KINROSS GOLD U.S.A., INC.
(Authorized U.S. Representative)

 

By:

 

/s/ MARTIN D. LITT


      Name:   Martin D. Litt

      Title:   Secretary

S-4 II-18



SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The Hague, Netherlands on this 18th day of May, 2018.

  RED BACK MINING (GHANA) LIMITED

 

By:

 

/s/ MIKHAIL A. UGODNIKOV


      Name:   Mikhail A. Ugodnikov

      Title:   Director


POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Mikhail A. Ugodnikov as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

/s/ MIKHAIL A. UGODNIKOV


Mikhail A. Ugodnikov
  Director
(Principal Executive Officer)
  May 18, 2018

/s/ MAURO F. OSTWALD


Mauro F. Ostwald
 

Director
(Principal Financial Officer and Principal Accounting Officer)

 

May 18, 2018

S-4 II-19



AUTHORIZED REPRESENTATIVE

        Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Red Back Mining (Ghana) Limited in the United States, in Denver, Colorado on this 18th day of May, 2018.

  KINROSS GOLD U.S.A., INC.
(Authorized U.S. Representative)

 

By:

 

/s/ MARTIN D. LITT


      Name:   Martin D. Litt

      Title:   Secretary

S-4 II-20



SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg on this 18th day of May, 2018.

  WHITE ICE VENTURES LIMITED

 

By:

 

/s/ EMMANUEL REVEILLAUD


      Name:   Emmanuel Reveillaud

      Title:   Manager


POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Emmanuel Reveillaud as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

/s/ MIKHAIL A. UGODNIKOV


Mikhail A. Ugodnikov
  Manager
(Principal Executive Officer)
  May 18, 2018

/s/ MAURO F. OSTWALD


Mauro F. Ostwald
 

Manager
(Principal Financial Officer and Principal Accounting Officer)

 

May 18, 2018

/s/ EMMANUEL REVEILLAUD


Emmanuel Reveillaud
 

Manager

 

May 18, 2018

S-4 II-21



AUTHORIZED REPRESENTATIVE

        Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of White Ice Ventures Limited in the United States, in Denver, Colorado on this 18th day of May, 2018.

  KINROSS GOLD U.S.A., INC.
(Authorized U.S. Representative)

 

By:

 

/s/ MARTIN D. LITT


      Name:   Martin D. Litt

      Title:   Secretary

S-4 II-22



INDEX TO EXHIBITS

Exhibits to Form F-10

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

 

Registration Rights Agreement dated as of July 6, 2017 among Kinross Gold Corporation, Fairbanks Gold Mining, Inc., KG Far East (Luxembourg) Sàrl, KG Mining (Bald Mountain) Inc., KG Mining (Round Mountain) Inc., Kinross Brasil Mineração S.A., Melba Creek Mining, Inc., Red Back Mining B.V., Red Back Mining (Ghana) Limited, Round Mountain Gold Corporation and White Ice Ventures Limited, as guarantors, and J.P. Morgan Securities LLC as representative of the initial purchasers named therein (included in Exhibit 4.3 to Form S-4).

 

4.1

 

Annual Information Form of Kinross Gold Corporation for the year ended December 31, 2017 (incorporated by reference to Exhibit 99.1 to Kinross Gold Corporation's Form 40-F filed with the Securities and Exchange Commission on March 29, 2018).

 

4.2

 

The annual audited consolidated financial statements of Kinross Gold Corporation for the year ended December 31, 2017, including consolidated balance sheets as at December 31, 2017 and December 31, 2016 and the consolidated statements of operations, comprehensive loss, cash flows, and equity for the years ended December 31, 2017 and December 31, 2016 and related notes, together with the reports of the registered public accounting firm thereon (incorporated by reference to Exhibit 99.3 of the Form 40-F).

 

4.3

 

The management's discussion and analysis of Kinross Gold Corporation for the financial year ended December 31, 2017 (incorporated by reference to Exhibit 99.2 of the Form 40-F).

 

4.4

 

The management information circular of Kinross Gold Corporation filed on April 4, 2018, in connection with the annual meeting of Kinross Gold Corporation's shareholders held on May 9, 2018 (incorporated by reference to Exhibit 99.3 to Kinross Gold Corporation's Form 6-K, furnished to the Securities and Exchange Commission on April 4, 2018).

 

4.5

 

The material change report of Kinross Gold Corporation dated March 20, 2018 (incorporated by reference to Exhibit 99.2 to Kinross Gold Corporation's Form 6-K, furnished to the Securities and Exchange Commission on March 26, 2018).

 

4.6

 

The unaudited interim condensed consolidated financial statements of Kinross Gold Corporation for the three months ended March 31, 2018, including the consolidated balance sheets as at March 31, 2018 and December 31, 2017, the consolidated statements of operations, comprehensive income, cash flows and equity for the three months ended March 31, 2018 and 2017, and related notes (incorporated by reference to Exhibit 99.1 to Kinross Gold Corporation's Form 6-K, furnished to the Commission on May 9, 2018).

 

4.7

 

The management's discussion and analysis of Kinross Gold Corporation for the three months ended March 31, 2018 (incorporated by reference to Exhibit 99.1 to Kinross Gold Corporation's Form 6-K, furnished to the Commission on May 9, 2018).

 

5.1

 

Consent of KPMG LLP (included as Exhibit 23.1 to Form S-4).

 

5.2

 

Consent of Sullivan & Cromwell LLP, U.S. counsel to Kinross Gold Corporation and the guarantors named herein (included as Exhibit 23.2 to Form S-4).

 

5.3

 

Consent of Osler, Hoskin & Harcourt LLP, Canadian counsel to Kinross Gold Corporation (included as Exhibit 23.3 to Form S-4).

 

5.4

 

Consent of Kaufhold & Reveillaud Avocats, Luxembourg Counsel to KG Far East (Luxembourg) Sàrl (included as Exhibit 23.4 to Form S-4).

 

5.5

 

Consent of Kaufhold & Reveillaud Avocats, Luxembourg Counsel to White Ice Ventures Limited (included as Exhibit 23.5 to Form S-4)


Exhibit No.
   
 

5.6

 

Consent of Holland & Hart LLP, Alaska counsel to Melba Creek Mining, Inc. (included as Exhibit 23.6 to Form S-4).

 

5.7

 

Consent of Loyens & Loeff N.V., Netherlands counsel to Red Back Mining B.V. (included as Exhibit 23.7 to Form S-4).

 

5.8

 

Consent of Pinheiro Neto Advogados, Brazil counsel to Kinross Brasil Mineração S.A. (included as Exhibit 23.8 to Form S-4).

 

5.9

 

Consent of Conyers Dill & Pearman, British Virgin Islands counsel to Red Back Mining (Ghana) Limited and White Ice Ventures Limited (included as Exhibit 23.9 to Form S-4).

 

5.10

 

Consent of Richards, Layton & Finger, P.A., Delaware counsel to Fairbanks Gold Mining,  Inc., Round Mountain Gold Corporation, KG Mining (Round Mountain) Inc. and KG Mining (Bald Mountain) Inc. (included as Exhibit 23.10 to Form S-4)

 

5.11

 

Consent of John Sims (included as Exhibit 23.11 to Form S-4).

 

6.1

 

Powers of Attorney (included on the signature pages of this Registration Statement on Form F-10)

 

7.1

 

Indenture dated as of August 22, 2011 among Kinross Gold Corporation, as issuer, Aurelian Resources Inc., BGO (Bermuda) Ltd., Kinross Brasil Mineraçao S.A., Kinross Gold U.S.A. Inc., Crown Resources Corporation, Fairbanks Gold Mining,  Inc., Melba Creek Mining, Inc., Compañía Minera Mantos de Oro, Compañía Minera Maricunga, Red Back Mauritania No. 2 Limited, Red Back Mining Inc. and Round Mountain Gold Corporation, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.4 to Kinross Gold Corporation's Form S-4 filed with the Commission on April 27, 2012).

 

7.2

 

First Supplemental Indenture dated as of December 8, 2014 among Kinross Gold Corporation, Compañía Minera Maricunga and Wells Fargo Bank, National Association (included as Exhibit 4.4 to Form S-4).

 

7.3

 

Second Supplemental Indenture dated as of September 1, 2016 among Kinross Gold Corporation, KG Mining (Round Mountain) Inc., KG Mining (Bald Mountain) Inc., KG Far East (Luxembourg) Sàrl, White Ice Ventures Limited, Red Back Mining B.V., Red Back Mining (Ghana) Ltd. and Wells Fargo Bank, National Association (included as Exhibit 4.5 to Form S-4).


Exhibits to Form S-4

Exhibit No.
   
  3.1   Bylaws of Kinross Brasil Mineraçao S.A.
 

3.2

 

Certificate of Incorporation of Fairbanks Gold Mining, Inc. (incorporated by reference to Exhibit 3.8 to Kinross Gold Corporation's Form S-4, filed with the Commission on April 27, 2012).

 

3.3

 

Bylaws of Fairbanks Gold Mining,  Inc. (incorporated by reference to Exhibit 3.9 to Kinross Gold Corporation's Form S-4, filed with the Commission on April 27, 2012).

 

3.4

 

Articles of Incorporation of Melba Creek Mining, Inc. (incorporated by reference to Exhibit 3.10 to Kinross Gold Corporation's Form S-4, filed with the Commission on April 27, 2012).

 

3.5

 

Bylaws of Melba Creek Mining,  Inc. (incorporated by reference to Exhibit 3.11 to Kinross Gold Corporation's Form S-4, filed with the Commission on April 27, 2012).

 

3.6

 

Certificate of Incorporation of KG Far East (Luxembourg) Sàrl.

 

3.7

 

Articles of Association of KG Far East (Luxembourg) Sàrl.

 

3.8

 

Articles of Association of Red Back Mining B.V.

 

3.9

 

Certificate of Incorporation of KG Mining (Bald Mountain) Inc.

 

3.10

 

Bylaws of KG Mining (Bald Mountain) Inc.

 

3.11

 

Certificate of Incorporation of KG Mining (Round Mountain) Inc.

 

3.12

 

Bylaws of KG Mining (Round Mountain) Inc.

 

3.13

 

Certificate of Incorporation of Red Back Mining (Ghana) Limited.

 

3.14

 

Memorandum of Association and Articles of Association of Red Back Mining (Ghana) Limited.

 

3.15

 

Memorandum of Association and Articles of Association of White Ice Ventures Limited.

 

3.16

 

Certificate of Incorporation of Round Mountain Gold Corporation (incorporated by reference to Exhibit 3.14 to Kinross Gold Corporation's Form S-4, filed with the Commission on April 27, 2012).

 

3.17

 

Bylaws of Round Mountain Gold Corporation (incorporated by reference to Exhibit 3.15 to Kinross Gold Corporation's Form S-4, filed with the Commission on April 27, 2012).

 

4.1

 

Form of 4.50% Senior Notes due 2027 of Kinross Gold Corporation being registered pursuant to the Securities Act of 1933.

 

4.2

 

Indenture dated as of August 22, 2011 among Kinross Gold Corporation, as issuer, Aurelian Resources Inc., BGO (Bermuda) Ltd., Kinross Brasil Mineraçao S.A., Kinross Gold U.S.A. Inc., Crown Resources Corporation, Fairbanks Gold Mining,  Inc., Melba Creek Mining, Inc., Compañía Minera Mantos de Oro, Compañía Minera Maricunga, Red Back Mauritania No. 2 Limited, Red Back Mining Inc. and Round Mountain Gold Corporation, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.4 to Kinross Gold Corporation's Form S-4, filed with the Commission on April 27, 2012).

 

4.3

 

Registration Rights Agreement dated as of July 6, 2017 among Kinross Gold Corporation, Fairbanks Gold Mining, Inc., KG Far East (Luxembourg) Sàrl, KG Mining (Bald Mountain) Inc., KG Mining (Round Mountain) Inc., Kinross Brasil Mineração S.A., Melba Creek Mining, Inc., Red Back Mining B.V., Red Back Mining (Ghana) Limited, Round Mountain Gold Corporation and White Ice Ventures Limited, as guarantors, and J.P. Morgan Securities LLC as representative of the initial purchasers named therein.

 

4.4

 

First Supplemental Indenture dated as of December 8, 2014 among Kinross Gold Corporation, Compañía Minera Maricunga and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.4 to Kinross Gold Corporation's Form S-4/A, filed with the Commission on December 16, 2014).


Exhibit No.
   
 

4.5

 

Second Supplemental Indenture dated as of September 1, 2016 among Kinross Gold Corporation, KG Mining (Round Mountain) Inc., KG Mining (Bald Mountain) Inc., KG Far East (Luxembourg) Sàrl, White Ice Ventures Limited, Red Back Mining B.V., Red Back Mining (Ghana) Ltd. and Wells Fargo Bank, National Association.

 

5.1

 

Opinion of Sullivan & Cromwell LLP, U.S. counsel to Kinross Gold Corporation and the guarantors named herein.

 

5.2

 

Opinion of Osler, Hoskin & Harcourt LLP, Canadian counsel to Kinross Gold Corporation.

 

5.3

 

Opinion of Kaufhold & Reveillaud Avocats, Luxembourg counsel to KG Far East (Luxembourg) Sàrl.

 

5.4

 

Opinion of Kaufhold & Reveillaud Avocats, Luxembourg counsel to White Ice Ventures Limited.

 

5.5

 

Opinion of Holland & Hart LLP, Alaska counsel to Melba Creek Mining,  Inc.

 

5.6

 

Opinion of Loyens & Loeff N.V., Netherlands counsel to Red Back Mining B.V.

 

5.7

 

Opinion of Pinheiro Neto Advogados, Brazil counsel to Kinross Brasil Mineraçao S.A.

 

5.8

 

Opinion of Conyers Dill & Pearman, British Virgin Islands counsel to Red Back Mining (Ghana) Limited and White Ice Ventures Limited.

 

5.9

 

Opinion of Richards, Layton & Finger, P.A., Delaware counsel to Fairbanks Gold Mining,  Inc., Round Mountain Gold Corporation, KG Mining (Round Mountain) Inc. and KG Mining (Bald Mountain) Inc.

 

12.1

 

Statement of Computation of Ratio of Earnings to Fixed Charges.

 

23.1

 

Consent of KPMG LLP.

 

23.2

 

Consent of Sullivan & Cromwell LLP, U.S. counsel to Kinross Gold Corporation and the guarantors named herein (included in Exhibit 5.1 above).

 

23.3

 

Consent of Osler, Hoskin & Harcourt LLP, Canadian counsel to Kinross Gold Corporation (included in Exhibit 5.2 above).

 

23.4

 

Consent of Kaufhold & Reveillaud Avocats, Luxembourg counsel to KG Far East (Luxembourg) Sàrl (included in Exhibit 5.3 above).

 

23.5

 

Consent of Kaufhold & Reveillaud Avocats, Luxembourg counsel to White Ice Ventures Limited (included in Exhibit 5.4 above).

 

23.6

 

Consent of Holland & Hart LLP, Alaska counsel to Melba Creek Mining, Inc. (included in Exhibit 5.5 above).

 

23.7

 

Consent of Loyens & Loeff N.V., Netherlands counsel to Red Back Mining B.V. (included in Exhibit 5.6 above).

 

23.8

 

Consent of Pinheiro Neto Advogados, Brazil counsel to Kinross Brasil Mineraçao S.A. (included in Exhibit 5.7 above).

 

23.9

 

Consent of Conyers Dill &Pearman, British Virgin Islands counsel to Red Back Mining (Ghana) Limited and White Ice Ventures Limited (included in Exhibit 5.8 above).

 

23.10

 

Consent of Richards, Layton & Finger, P.A., Delaware counsel to Fairbanks Gold Mining,  Inc., Round Mountain Gold Corporation, KG Mining (Round Mountain) Inc. and KG Mining (Bald Mountain) Inc. (included in Exhibit 5.9 above).

 

23.11

 

Consent of John Sims.

 

24.1

 

Powers of Attorney (included on the signature pages of this Registation Statement on Form S-4).

 

25.1

 

Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Wells Fargo Bank, National Association, as trustee, on Form T-1.

 

99.1

 

Form of Letter of Transmittal.

 

99.2

 

Form of Notice of Guaranteed Delivery.




Exhibit 3.1

Proceedings pending until requirements are fulfilled. ordered. Date Person in charge Proceedings pending until requirements are fulfilled. ordered. Registry of Commerce of the State of Minas Gerais I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary. MARINELY DE PAULA BOMFIM GENERAL SECRETARY Page 1/26 Secretariat for Micro and Small Enterprises of the Presidency of the Republic Secretariat of Rationalization and Simplification Business Registration and Integration Department State Secretariat for Economic Development of Minas Gerais FILING No. (For Registry of Commerce use only) 'NIRE (da sede ou da filial, quando a sede for em outra UF) 31300004481 CODE OF LEGAL NATURE 2054 No. OF ENROLLMENT OF THE TRADE ASSISTANT AGENT 1-APPLICATION MR. PRESIDENT OF THE REGISTRY OF COMMERCE OF THE STATE OF MINAS GERAIS NAMEKINROSS BRASIL MINERAÇÃO S/A (company or Trade Assistant Agent) Hereby requests granting of the following act: No. OFEVENT COPIES ACT CODE CODEQTY.DESCRIPTION OF ACT / EVENT 1 007 MINUTES OF THE EXTRAORDINARY GENERAL MEETING 019 1 ARTICLES OF INCORPORATION 2247 1 CHANGE TO CAPITAL STOCK Corporate Legal Representative / Trade Assistant Agent: PARACATU Name: PlaceSignature: Contact number: 1 August 2016 Date: 2 – USE BY REGISTRY OF COMMERCE ONLY SINGLE JUDGE’S RULINGCOLLECTIVE DECISION Equal or similar Corporate Name(s): YES YES Proceedings in order. Pending decision. / / Date Person in charge NO / / NO / / DatePerson in charge DatePerson in charge SINGLE JUDGE’S RULING 2a Requirement3a Requirement4a Requirement5a Requirement (See attached instructions) Proceedings granted. Publication and filing are hereby Proceedings rejected. Publication is hereby ordered. / / COLLECTIVE DECISION 2a Requirement3a Requirement4a Requirement5a Requirement (See attached instructions) Proceedings granted. Publication and filing are hereby Proceedings rejected. Publication is hereby ordered. / / DateDirectorDirectorDirector Chairman of the Panel REMARKS

 

 

TRADE OF BOARD OF THE STATE OF MINAS GERAIS Digital Registration Proceedings Cover Belo Horizonte. Monday, August 01, 2016 Page 1 of 1 Registry of Commerce of the State of Minas Gerais I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary. MARINELY DE PAULA BOMFIM GENERAL SECRETARY Page 2/26 Registry of Commerce of the State of Minas Gerais Identification of the Proceedings Filing No. Proceedings No. - Integrating Module Date 16/434.891-3 J163805856446 Jul 05, 2016 Identification of the Undersigned(s) CPF Name 442.204.567-91 ANTONIO CARLOS SALDANHA MARINHO

 

 

KINROSS BRASIL MINERAÇÃO S/A

 

CNPJ 20.346.524/0001-46

NIRE 3130000448-1

 

MINUTES OF THE EXTRAORDINARY GENERAL MEETING

HELD ON JUNE 20, 2016.

 

Date, time and place : Held on June 20, 2016, at 9:00 am, at the registered office of KINROSS BRASIL MINERAÇÃO S/A , located in the City of Paracatu, State of Minas Gerais, on Highway BR 040, km 36, 5, CEP 38,600-000 (“Company”).

 

Attendance : All Company shareholders.

 

Call Notice: The publication of call notices was waived, as all the Company’s shareholders were present.

 

Presiding Board: a) Chairman: Antônio Carlos Saldanha Marinho; and b) Secretary: Alessandro Lucioli Nepomuceno.

 

Agenda : To examine, discuss, deliberate and vote on (i) the reduction of the Company’s capital stock approved at the Extraordinary General Meeting held on April 6, 2016, in the process of registration with JUCEMG under filing no. 16/387.923-1 (ii) the suitability and consolidation of the Company’s articles of incorporation.

 

Resolutions : Upon compliance with the formalities provided for in law and in the Articles of Incorporation, the Meeting was regularly held and the common shareholders, upon consent from the preferred shareholders, pursuant to article 173 of Law no. 6404/76, after debates and discussions, unanimously approved without any reservations, amendments and/or objections:

 

(i) the drawing up of this minutes, in the form of a summary, pursuant to article 130, § 1, of Law no. 6,404/76; and

 

(iii) the reduction of the Company’s capital stock, pursuant to articles 12 and 173 of Law 6,404/76, by R$338,350,000.00 (three hundred thirty-eight million and three hundred and fifty thousand reais), thus changing from R$ 2,207,996,231.19 (two billion, two hundred and seven million, nine hundred and ninety-six thousand, two hundred and thirty-one reais and nineteen centavos to R$ 1,869,646,231.19 (one billion, eight hundred and sixty-nine million, six hundred and forty-six thousand, two hundred and thirty-one reais and nineteen centavos), with cancellation of 33,835 (thirty-three thousand, eight hundred and thirty-five) registered preferred shares, with no par value, disproportionately, all of them held by the shareholder Kupol Ventures Limited, calculated on the basis of the Company’s balance sheet, as of May 31, 2016, and according to the provisions of §2 of Article 5 of the Articles of Incorporation.

 

Registry of Commerce of the State of Minas Gerais

I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary.

 

 

MARINELY DE PAULA BOMFIM

GENERAL SECRETARY

Page 3 /26

 



 

The number of registered preferred shares, with no par value, issued by the Company changes from 177,024 (one hundred and seventy-seven thousand and twenty-four) preferred shares to 143,189 (one hundred and forty-three thousand, one hundred and eighty-nine) preferred shares, all of them registered and without par value. A refund to the shareholder Kupol Ventures Limited., due to the shares hereby canceled, will be paid in domestic currency within 2 (two) business days, counted from the date hereof. The capital stock was deemed excessive by the unanimous vote of the shareholders at the Extraordinary General Meeting held on April 6, 2016, in the process of registration with JUCEMG under the filing no. 16/387.923-1, whose minutes were published, for the purposes of Art. 174 of Law no. 6,404/76, on April 7, 2016, in the newspaper Hoje em Dia, page 13, and in the Official Gazette of the State of Minas Gerais, page 4, Book 2;

 

(iv) In view of the resolution above, Article 5 of the company’s Articles of Incorporation shall henceforth be in force with the following wording:

 

“Article 5 - The fully paid-in capital is R$ 1,869,646,231.19 (one billion, eight hundred sixty-nine million, six hundred and forty-six thousand, two hundred and thirty-one reais and nineteen centavos), represented by a total of 519,897 (five hundred and nineteen thousand, eight hundred and ninety-seven) shares, of which 376,708 (three hundred and seventy-six thousand, seven hundred and eight) are registered common shares, with no par value, and 143,189 (one hundred and forty-three thousand, one hundred and eighty-nine) are registered preferred shares, with no par value.”

 

Paragraph One - The shares will be indivisible before the Company, which will not recognize fractions.

 

Paragraph Two - Each preferred share shall have priority in receiving a non-cumulative fixed dividend, equivalent to the following equation as of the calendar year of 2011, inclusive: [(the inflation target for the current year, set by the National Monetary Council (CMN)) + the risk premium, published by the National Monetary Council, which incorporates an international actual interest rate and a Brazil risk component in a medium- and long-term perspective) x (shareholders’ equity in accordance with Brazilian accounting principles, adjusted by the following: (i) effects of Law no. 11,638/07 (ii) reserve of re-evaluation (iii) reserve for goodwill on the issuance of debentures, at the beginning of each current year) multiplied by the percentage corresponding to the equity interest of the preferred shares in the total capital of the Company), the payment being limited to the greater of the following amounts:

 

Registry of Commerce of the State of Minas Gerais

I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary.

 

 

MARINELY DE PAULA BOMFIM

GENERAL SECRETARY

Page 4 /26

 



 

(a) 50% of the sum of retained earnings and profit reserves, calculated in accordance with Brazilian accounting principles, taking into account the effects of the impacts brought by Law 11,638/07, at the beginning of each current year; or (b) 50% of the accounting profit, of the base period itself, calculated in accordance with Brazilian accounting principles and adjusted by Law 11,638/07] per fiscal year, without participation in the remaining profits. For the purposes of §1 of Article 111 of the Brazilian Corporation Law, it is hereby established that the preferred shares without voting rights will acquire the exercise of this right if the Company fails to pay the fixed dividend to which they are entitled for 3 (three) consecutive fiscal years, counted from the fiscal year 2010, in which case they will retain the right to vote until payment of such fixed dividend. The preferred shares may be redeemed at any time by means of a decision of the Company based on a notice given by the Company to the holders of the preferred shares at least 2 (two) business days prior to the date set for payment of the redemption value, which shall list (i) the date on which the payment of the redemption value shall be made, which shall not exceed 2 (two) business days from the date of delivery of the notice by the Company, (ii) the redemption value for each redeemable share (“Redemption Price”), which shall be equivalent to R$ 10,000.00 (ten thousand reais) per preferred share plus dividends declared and not paid in relation to such shares less the capital reduction amounts related to these shares; (iii) the number of preferred shares to be redeemed, in observance of the provisions of §4 of Article 44 of the Brazilian Corporation Law, when applicable; and (iv) the places of payment of the amount due to the holders of the preferred shares redeemed. The preferred shares will have priority in the capital reimbursement, without premium, in case of winding-up of the Company, in the amount corresponding to the Redemption Price of the preferred shares issued at the time of the winding-up.

 

Paragraph Three - Preferred shares may be converted into common shares by decision of the preferred shareholders, upon prior written notice to the Company at least 2 (two) business days in advance. The number of common shares to be issued on the date of conversion shall be equal to the Redemption Price of the preferred shares to be determined on the same date of conversion, and such price shall be determined by the Company in good faith on the date of conversion.

 

(v) the suitability and consolidation of the Company’s Articles of Incorporation to reflect the amendments hereby approved, which shall become effective with the wording of the Sole Exhibit to these minutes;

 

Registry of Commerce of the State of Minas Gerais

I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary.

 

 

MARINELY DE PAULA BOMFIM

GENERAL SECRETARY

Page 5 /26

 



 

Drawing-up and reading of the minutes: The floor was offered to those who wished to make use of it, and, as no one showed interest in expressing their opinion, the works were completed and the Meeting adjourned for the time necessary to draw up these minutes. The session was reopened, the minutes were read, approved and signed by all those in attendance. Signatures: Presiding Board : Mr. Antônio Carlos Saldanha Marinho, Chairman; Mr. Alessandro Lucioli Nepomuceno, Secretary. Shareholders in attendance : (i) Kinross Participações Ltda.; (ii) Montanapar Participações Ltda.; (iii) Kupol Ventures Limited.; and (iv) Avrilus Holding Limited, all of them represented by Antônio Carlos Saldanha Marinho and Alessandro Lucioli Nepomuceno.

 

I hereby declare that these minutes are a true copy of the minutes drawn up in the Company’s records and signed by all the Company’s shareholders.

 

 

Paracatu/MG, June 20, 2016.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Antônio Carlos Saldanha Marinho

 

 

Chairman

 

 

Registry of Commerce of the State of Minas Gerais

I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary.

 

 

MARINELY DE PAULA BOMFIM

GENERAL SECRETARY

Page 6 /26

 


 

SOLE EXHIBIT TO THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF KINROSS BRASIL MINERAÇÃO S/A

HELD ON JUNE 20, 2016

 

ARTICLES OF INCORPORATION

KINROSS BRASIL MINERAÇÃO S/A

CNPJ 20.346.524/0001-46

NIRE 3130000448-1

 

CHAPTER I - DENOMINATION, PURPOSE, HEADQUARTERS AND TERM OF DURATION

 

Article 1 st  - KINROSS BRASIL MINERAÇÃO S/A , in short, KINROSS BRASIL or KINROSS, is a closely-held corporation governed by these Articles of Incorporation and by the applicable legal provisions.

 

Article 2 nd  – The purpose of the Company is to:

 

a)       make use of mineral deposits through survey, exploitation, extraction, beneficiation, industrialization, transportation, shipment and trade of mineral goods;

 

b)       produce, benefit, transport, industrialize and trade any source and form of energy, also operating in the production, generation, transmission, distribution and trade of its products, derivatives and by-products;

 

c)       perform and execute, in compliance with legal provisions, all and any activities related or necessary, directly or indirectly, to the attainment of its purpose, including import or export of any products or goods, and performance of any other activities that may be deemed secondary or related to its purpose;

 

d)       provide consulting services, within its area of activity, to companies in Brazil and abroad;

 

e)       to constitute or participate in, directly or indirectly, under any modality, other companies, consortia or entities, in a majority or minority manner, whose corporate purposes are linked or accessory to its corporate purpose.

 

Article 3 rd  - The Company has its headquarters and legal venue at Rodovia BR 040, km 36.5, Paracatu, Minas Gerais, CEP 38600-000, and may, at the discretion of the Executive Office, open or extinguish, in any part of the national territory, or abroad, subsidiaries, branches, agencies, offices, warehouses, or any other type of establishment in Brazil or abroad.

 

Registry of Commerce of the State of Minas Gerais

I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary.

 

 

MARINELY DE PAULA BOMFIM

GENERAL SECRETARY

Page 7 /26

 



 

Article 4 th  – The term of duration of the Company is indeterminate.

 

CHAPTER II - CAPITAL STOCK AND SHARES

 

Article 5 th  - The fully paid-in capital is R$ 1,869,646,231.19 (one billion, eight hundred sixty-nine million, six hundred and forty-six thousand, two hundred and thirty-one reais and nineteen centavos), represented by a total of 519,897 (five hundred and nineteen thousand, eight hundred and ninety-seven) shares, of which 376,708 (three hundred and seventy-six thousand, seven hundred and eight) are registered common shares, with no par value, and 143,189 (one hundred and forty-three thousand, one hundred and eighty-nine) are registered preferred shares, with no par value.

 

Paragraph One - The shares will be indivisible before the Company, which will not recognize fractions .

 

Paragraph Two - Each preferred share shall have priority in receiving a non-cumulative fixed dividend, equivalent to the following equation as of the calendar year of 2011, inclusive: [(the inflation target for the current year, set by the National Monetary Council (CMN)) + the risk premium, published by the National Monetary Council, which incorporates an international actual interest rate and a Brazil risk component in a medium- and long-term perspective) x (shareholders’ equity in accordance with Brazilian accounting principles, adjusted by the following: (i) effects of Law no. 11,638/07 (ii) reserve of re-evaluation (iii) reserve for goodwill on the issuance of debentures, at the beginning of each current year) multiplied by the percentage corresponding to the equity interest of the preferred shares in the total capital of the Company), the payment being limited to the greater of the following amounts : (a) 50% of the sum of retained earnings and profit reserves, calculated in accordance with Brazilian accounting principles, taking into account the effects of the impacts brought by Law 11,638/07, at the beginning of each current year; or (b) 50% of the accounting profit, of the base period itself, calculated in accordance with Brazilian accounting principles and adjusted by Law 11,638/07] per fiscal year, without participation in the remaining profits. For the purposes of §1 of Article 111 of the Brazilian Corporation Law, it is hereby established that the preferred shares without voting rights will acquire the exercise of this right if the Company fails to pay the fixed dividend to which they are entitled for 3 (three) consecutive fiscal years, counted from the fiscal year 2010, in which case they will retain the right to vote until payment of such fixed dividend.

 

Registry of Commerce of the State of Minas Gerais

I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary.

 

 

MARINELY DE PAULA BOMFIM

GENERAL SECRETARY

Page 8 /26

 



 

The preferred shares may be redeemed at any time by means of a decision of the Company based on a notice given by the Company to the holders of the preferred shares at least 2 (two) business days prior to the date set for payment of the redemption value, which shall list (i) the date on which the payment of the redemption value shall be made, which shall not exceed 2 (two) business days from the date of delivery of the notice by the Company, (ii) the redemption value for each redeemable share (“Redemption Price”), which shall be equivalent to R$ 10,000.00 (ten thousand reais) per preferred share plus dividends declared and not paid in relation to such shares less the capital reduction amounts related to these shares; (iii) the number of preferred shares to be redeemed, in observance of the provisions of §4 of Article 44 of the Brazilian Corporation Law, when applicable; and (iv) the places of payment of the amount due to the holders of the preferred shares redeemed. The preferred shares will have priority in the capital reimbursement, without premium, in case of winding-up of the Company, in the amount corresponding to the Redemption Price of the preferred shares issued at the time of the winding-up .

 

Paragraph Three - Preferred shares may be converted into common shares by decision of the preferred shareholders, upon prior written notice to the Company at least 2 (two) business days in advance. The number of common shares to be issued on the date of conversion shall be equal to the Redemption Price of the preferred shares to be determined on the same date of conversion, and such price shall be determined by the Company in good faith on the date of conversion .

 

Article 6 th  - Each registered common share is vested with a voting right in the resolutions of the General Meetings. The preferred shares will not be entitled to voting rights and shall have priority in the reimbursement of their capital value, without premium, in case of winding-up of the Company.

 

CHAPTER III – GENERAL MEETING

 

Article 7 th  - Annually, within 4 months after the end of each fiscal year, there will be an Ordinary General Meeting for the purposes provided for by law. The General Meeting shall be held extraordinarily whenever the corporate interests require.

 

Paragraph One - Subject to the legal exceptions, the presidency of the General Meeting shall be held by the majority shareholder, who shall choose the secretary of the works.

 

Registry of Commerce of the State of Minas Gerais

I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary.

 

 

MARINELY DE PAULA BOMFIM

GENERAL SECRETARY

Page 9 /26

 



 

Paragraph Two - The resolutions of the General Meeting shall be taken by an absolute majority of votes of those in attendance.

 

CHAPTER IV - MANAGEMENT

 

Article 8 th  - Company’s Management will be exercised by the Executive Office.

 

Article 9 th  - A Diretoria Executiva será composta de 2 (dois) a 10 (dez) Diretores eleitos pela Assembleia Geral de Acionistas, sendo um Diretor Presidente, que será designado como Presidente Brasil, um Vice-Presidente e Gerente Geral de Paracatu, um Vice-Presidente Jurídico, um Diretor de Recursos Humanos, um Diretor de Sustentabilidade e Licenciamento, um Diretor de Desenvolvimento Tecnológico de Mineração, um Diretor de Tecnologia da Informação, um Diretor de Operações e um Diretor Sem Designação Específica.

 

Paragraph One - O acionista majoritário submeterá à Assembleia Geral os nomes dos candidatos à Diretoria Executiva, conforme o caso, com notório conhecimento e especialização sobre a matéria de responsabilidade de sua área de atuação, podendo, inclusive, propor a sua destituição a qualquer tempo.

 

Paragraph Two - The Executive Officers will have the following individual attributions defined by the General Meeting that elects them.

 

Brazil President or CEO : Represents owners and shareholders, answering for the establishment of goals, guidelines, policies and strategies of the group’s activities in Brazil, monitoring and guiding the development of all activities and performance of the areas under its responsibility, except for those activities whose competence is exclusively attributed to the Vice President and General Manager of Paracatu.

 

Vice President and General Manager of Paracatu : Answers for the general operations of the mine, for planned results and the commitments undertaken by the Mine. They define the guidelines and coordinates the necessary actions, acting to ensure the best socioeconomic performance of the company. They coordinate the new projects and investments in the productive complex, except those activities whose competence is attributed exclusively to Brazil President.

 

Legal Vice President : Responsible for the planning and control of all legal activities of the company. They work in conjunction with the area competent in strategic issues of the group to prevent possible problems and liabilities in the future.

 

Registry of Commerce of the State of Minas Gerais

I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary.

 

 

MARINELY DE PAULA BOMFIM

GENERAL SECRETARY

Page 10 /26

 



 

Chief Human Resources Officer : Responsible for the planning, organization and control of Human Resources activities, through the definition of standards and policies, aimed at providing the company with a qualified and effective workforce.

 

Chief Sustainability and Licensing Officer : Responsible for the planning, control and application of the Environmental and Licensing Policy in the company. He/she sets forth guidelines and goals, and monitors the health, safety and environment legislation and its implications in the activities of the group operations.

 

Chief Information Technology Officer : Responsible for the planning, control and application of the Information Technology Policy of the company, including management of assets and telecommunications. He/she sets forth guidelines and goals, and monitors the legislation and Corporate Standards of technologies related to Information management and their implications in the activities of the group operations.

 

Chief Mining Technological Development Officer : Responsible for the planning, organization and control of the activities of the technical area of the company. He/she outlines technological guidelines, establishes management policies, promotes technological innovation, and coordinates the policy of disclosure for fulfillment of its mission.

 

Chief Operating Officer : Responsible for conducting strategic operations in several areas, including, without limitation,: Ore mining and processing operations, strategic business planning and energy strategies. He/she provides expertise, leadership and support to the Company’s operational area and development of activities, maximizing efficiencies and profitability. He/she develops and oversees the implementation of business practices in the context of the operations area, ensuring alignment with organizational standards.

 

Officer Without Specific Designation : Responsible for the Company’s planning and guidance regarding the fulfillment of all main and accessory tax obligations at the national and international levels, observing and informing the aspects that involve cross-border transactions related to credit transfers and internal controls of the group business, being forbidden to the Officer Without Specific Designation to represent the Company before third parties.

 

Registry of Commerce of the State of Minas Gerais

I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary.

 

 

MARINELY DE PAULA BOMFIM

GENERAL SECRETARY

Page 11 /26

 



 

Article 10 th  - The term of office of the Managers shall be 3 (three) years, and reelection is allowed. The term of office will last until the investiture of the respective successors.

 

Sole Paragraph - The General Meeting shall determine the individual amount of the compensation of the Managers.

 

Article 11 th  - The Managers shall hold their positions on a full-time basis, exclusively dedicated to Company’s service, and shall be allowed to exercise on a concurrent and unpaid basis management positions in the Company’s wholly-owned subsidiaries, controlled and affiliated companies.

 

Sole Paragraph - The Managers shall be responsible for their respective attributions, even if they are away from headquarters for reasons of travel in the performance of their obligations.

 

Article 12 th  - The Executive Office shall meet, ordinarily, at least once a month and, extraordinarily, whenever convened by the Brazil President, upon a call notice sent at least 2 (two) days in advance, which shall be waived if all the Officers are in attendance. Unless otherwise provided for in these Articles of Incorporation, the resolutions of the Executive Office shall be taken by a majority vote of its members, and the Brazil President shall have the casting vote, in case of a tie.

 

Paragraph One - The Brazil President shall convene an extraordinary meeting of the Executive Office upon request of at least 3 (three) members of the Executive Office.

 

Paragraph Two - The meetings of the Executive Office will only be held with the presence of the majority of its members, always with the presence of the Brazil President.

 

Article 13 th  - The Executive Office shall be responsible for:

 

a)        complying with and enforcing the general guidelines of the Company’s business set forth by the Shareholders;

 

b)       preparing and submitting to the Shareholders the Company’s strategic and business guidelines, supported by the Company’s strategic and business plan, proposing updates and revisions, and performing the approved strategic and business plan;

 

Registry of Commerce of the State of Minas Gerais

I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary.

 

 

MARINELY DE PAULA BOMFIM

GENERAL SECRETARY

Page 12 /26

 



 

c)       planning and conducting the Company’s operations in accordance with the approved strategic and business plan, reporting to the Shareholders the Company’s operational, economic and financial performance;

 

d)       preparing, in each fiscal year, the Annual Management Report and the Financial Statements to be submitted to the Shareholders, in accordance with the applicable legislation;

 

e)       preparing and proposing to the Shareholders the annual and multi-year budgets of the Company, which shall reflect the approved business and strategic plan, and execute the approved budgets;

 

f)         approving the vote declarations at the general meetings of affiliates and subsidiaries, and the voting proposals must comply with the provisions of these Articles of Incorporation and the approved strategic and business plan.

 

Article 14 th  - Within the limits of their respective attributions and in observance of the legal provisions and these Articles of Incorporation, the Officers shall be responsible for taking the actions necessary to the regular operation of the Company, and for the fulfillment and enforcement of the resolutions of the General Meeting and the Executive Office.

 

Article 15 th  - Representation of the company, in an active and passive manner, in court or out of court, including in the signing of documents that result in responsibility for the company, including private contracts, shall always be made by 2 (two) Officers in conjunction, or by 1 (one) attorney-in-fact in conjunction with 1 (one) Officer, or 2 (two) attorneys-in-fact, subject to the provisions of this article.

 

Paragraph One - The approval of contracts, loans, financings and other legal business to be entered into by the Company, which individually represent amounts equal to or less than R$ 4,000,000.00 (four million reais) shall be made by 2 (two) Officers, being allowed the assignment of these powers to attorneys-in-fact appointed under these Articles of Incorporation. For contracts, loans, financings and other legal business to be entered into by the Company, which individually represent amounts equal to or greater than R$ 4,000,000.00 (four million reais) and less than R$ 7,500,000.00 (seven million and five hundred thousand reais), the approval shall be made by 2 (two) Officers or by 1 (one) Officer and 1 (one) attorney-in-fact, appointed in accordance with these Articles of Incorporation.

 

Registry of Commerce of the State of Minas Gerais

I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary.

 

 

MARINELY DE PAULA BOMFIM

GENERAL SECRETARY

Page 13 /26

 



 

Paragraph Two - The acts listed below shall be performed by 2 (two) Officers, being one of them necessarily the Brazil President, and the assignment of these powers is allowed to attorneys-in-fact appointed under these Articles of Incorporation, according to the main section of this article:

 

a) approval of contracts, loans, financings and other legal business to be entered into by the Company, which individually represent amounts equal to or greater than R$7,500,000.00 (seven million, five hundred thousand reais);

 

b) approval of divestiture or creation of encumbrances on assets of the Company’s permanent assets of any amounts; and

 

c) the provision by the latter of guarantees to third parties, of any amounts.

 

Paragraph Three - The filing of lawsuits and administrative proceedings, as well as the execution of judicial and extrajudicial agreements of any amount must be carried out by 2 (two) Officers, and one of them must be the Brazil President or Legal Vice President, in case of such a specific designation.

 

Paragraph Four - The granting of powers of attorney shall be made by the Brazil President, in conjunction with a Officer, focusing on the competence to represent the Company in court, as plaintiff and defendant, for which only a signature shall be required, that of the Brazil President or Legal Vice President, in case of such a specific designation.

 

Paragraph Five - Except for legal purposes, the powers of attorney granted by the Company shall have a term of validity no greater than 1 (one) year.

 

CHAPTER V – BOARD OF AUDITORS

 

Article 16 th  – The Board of Auditors, with the functions and powers provided for by law, should it be created, shall be composed of 3 (three) effective members and 3 (three) alternate members, shareholders or not, elected by the General Meeting that decides on its operation, which shall determine the compensation of the respective members.

 

CHAPTER VI – RESPONSIBILITIES OF THE MANAGERS

 

Article 17 th  - The Officers are accountable to the Company and third parties for the acts they perform in the fulfillment of their obligations, in accordance with the law and these Articles of Incorporation.

 

Registry of Commerce of the State of Minas Gerais

I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary.

 

 

MARINELY DE PAULA BOMFIM

GENERAL SECRETARY

Page 14 /26

 



 

Article 18 th  - The Company shall assure to the members of the Executive Office and of Board of Auditors defense in lawsuits and administrative proceedings, as plaintiff and defendant, during or after their respective terms of office, which are due to acts or facts related to the regular performance of their respective functions, and provided that such acts or facts are not in disagreement with the legal or statutory provisions.

 

Paragraph One - The guarantee provided for in the main section of this article extends to employees legally acting through powers of attorney granted by Company’s Officers.

 

Paragraph Two - The Company may take out civil liability insurance to cover procedural expenses, attorneys’ fees and indemnities arising from the lawsuits and administrative proceedings referred to in the main section of this article, upon approval from the Brazil President or the Legal Vice President, in case of such a specific designation.

 

CHAPTER VII – FISCAL YEAR AND FINANCIAL STATEMENTS

 

Article 19 th  - The fiscal year shall coincide with the calendar year, and shall therefore end on December 31st of each year.

 

Article 20 th  - At the end of each fiscal year, the financial statements provided for by law and the proposal for allocation of net profit to be submitted at the General Meeting by the Executive Office shall be prepared.

 

Article 21 st  - From the net profit for the year, adjusted according to art. 202 of Law no. 6,404/1976, 25% (twenty-five percent) will be distributed to the shareholders, as mandatory minimum dividends, and the balance will be allocated according to the resolutions of the Shareholders’ Meeting.

 

Article 22 nd  - The Company may also, by resolution of the Executive Office, order the drawing up of balance sheets in periods less than the annual period, and declare dividends to the account of the profit recorded in these balance sheets, as well as declare them to the account of retained earnings or profit reserves appearing in the last annual or interim balance sheet.

 

Sole Paragraph - The Company may, by resolution of the Executive Office, opt for the distribution of interest on own capital. The amount of interest paid or credited as interest on own capital, pursuant to the legal provisions, may be attributed to dividends due to shareholders, including and mainly fixed dividends of preferred shares.

 

Registry of Commerce of the State of Minas Gerais

I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary.

 

 

MARINELY DE PAULA BOMFIM

GENERAL SECRETARY

Page 15 /26

 



 

Article 23 rd  - Dividends not claimed within 3 (three) years shall prescribe in favor of the Company.

 

CHAPTER VIII - LIQUIDATION

 

Article 24 th  - The Company shall be liquidated in the cases provided for by law, or by virtue of a resolution of the General Meeting, and shall be terminated by the closing of the liquidation.

 

Registry of Commerce of the State of Minas Gerais

I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary.

 

 

MARINELY DE PAULA BOMFIM

GENERAL SECRETARY

Page 16 /26

 


 

 

REGISTRY OF COMMERCE OF THE STATE OF MINAS GERAIS Digital Registration Proceedings Cover Belo Horizonte. Monday, August 01, 2016 Page 1 of 1 Registry of Commerce of the State of Minas Gerais I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary. MARINELY DE PAULA BOMFIM GENERAL SECRETARY Page 17/26 Registry of Commerce of the State of Minas Gerais Identification of the Proceedings Filing No. Proceedings No. - Integrating Module Date 16/434.891-3 J163805856446 Jul 05, 2016 Identification of the Undersigned(s) CPF Name 442.204.567-91 ANTONIO CARLOS SALDANHA MARINHO

 

 

MR. BUSINESS REGISTRATION ANALYST OF THE REGISTRY OF COMMERCE OF THE STATE OF MINAS GERAIS.

Filing: 16/434.891-3

 

KINROSS BRASIL MINERAÇÃO S/A (“ Company ”), a corporation with headquarters in the city of Paracatu/MG, on Highway BR 040, km 36.5, CEP 38.600-000, registered with the CNPJ/MF under no. 20.346.524/0001-46 and at the Registry of Commerce of Minas Gerais under NIRE no. 3130000448-1, herein represented under its Articles of Incorporation, hereby respectfully submit this CLARIFICATION NOTE , in compliance with the requirement mentioned by you at the request for filing of the Minutes of the Extraordinary General Meeting held on Jun 20, 2016.

 

On Aug 01, 2016, the following pending issue was presented by you: “Opinion: show publications in the minutes or scan pages of newspaper.”

 

In view of the pending issued submitted, it should be clarified that on Apr 6, 2016 an Extraordinary General Meeting (AGE) was held (“ AGE held on Apr 6, 2016 ”), through which the reduction of the Company was approved by R$1,000,000,000.00 (one billion reais), setting an upper limit for the reduction, and the effective amount to be reduced would be determined by the shareholders at future General Meetings.

 

The AGE of Apr 6, 2016 was duly published, for the purposes of Art. 174 of Law no. 6,404/76, on Apr 7, 2016, in the newspaper Hoje em Dia, page 13, and in the newspaper Diário Oficial do Estado de Minas Gerais, page 4, Book 2. Moreover, after the legal deadline, the Extraordinary General Meeting held on Apr 6, 2016 was registered at the Registry of Commerce of the State of Minas Gerais under no. 5784666, on Jul 01, 2016.

 

Registry of Commerce of the State of Minas Gerais

I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary.

 

 

MARINELY DE PAULA BOMFIM

GENERAL SECRETARY

Page 18 /26

 

 



 

On June 20, 2016, the shareholders decided at an Extraordinary General Meeting (AGE) (“ AGE of Jun 20, 2016 ”) on the effective amount of the capital reduction, within the limit already approved and published, for the purposes of Article 174 of Law no. 6,404/76, as shown above, whose act is intended to be registered in the aforementioned proceedings.

 

It is clarified that at the Extraordinary General Meeting held on Jun 20, 2016, the date of publication of the Extraordinary General Meeting of April 6, 2016, which approved the limit on the capital reduction, was expressly stated in item (ii) of the approved resolutions. However, to avoid any doubts, we attach the sheets of the publications made, which were registered before this Registry of Commerce of the State of Minas Gerais under no. 5784670, Jul 01, 2016.

 

In view of the foregoing, as there is an express reference to the publication at the Extraordinary General Meeting of June 20, 2016 and the submittal of the attached publications, the Company hereby requests to review the documentation submitted to registration and the deferral of the filing of the Minutes of the Extraordinary General Meeting held on Jun 20, 2016.

 

Lastly, it is hereby stated that this clarification note should not be filed.

 

In which terms,

 

Acceptance is requested.

 

Paracatu, August 1, 2016.

 

 

 

 

 

 

 

KINROSS BRASIL MINERAÇÃO S/A

 

 

Antônio Carlos Saldanha Marinho

 

 

Registry of Commerce of the State of Minas Gerais

I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary.

 

 

MARINELY DE PAULA BOMFIM

GENERAL SECRETARY

Page 19 /26

 

 


 

REGISTRY OF COMMERCE OF THE STATE OF MINAS GERAIS Digital Registration Proceedings Cover Belo Horizonte. Monday, August 01, 2016 Page 1 of 1 Registry of Commerce of the State of Minas Gerais I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary. MARINELY DE PAULA BOMFIM GENERAL SECRETARY Page 20/26 Registry of Commerce of the State of Minas Gerais Identification of the Proceedings Filing No. Proceedings No. - Integrating Module Date 16/434.891-3 J163805856446 Jul 05, 2016 Identification of the Undersigned(s) CPF Name 442.204.567-91 ANTONIO CARLOS SALDANHA MARINHO

 

4 - THURSDAY, APRIL 07, 2016 PUBLICATIONS OF THIRD PARTIES AND JUDICIAL DISTRICT NOTICES MINAS GERAIS - BOOK 2 Analysis and resolutions on the Management Report, Balance Sheet and Financial Statements closed on Dec 31, 2015. b) Allocation of net income. c) Election of the members of the Board of Directors. d) Election of the members of the Board of Auditors. AGENDA OF THE A.G.E.: a) Amendment to the wording of article 18 of the Articles of Incorporation, which addresses the composition of the Executive Office. b) Officer is exempt from compliance with the requirement contained in §3 of art. 147, of the Corporation Law c) Establishment of the fees of Managers and Officers. d) Proposal of Renewal of the Swine Delivery Contract. e) Other matters of interest to the company. Ponte Nova, March 31, 2016. Tito Garivini Soares. Chairman of the Board of Directors. ANDRADE GUTIERREZ PARTICIPAÇÕES S.A CNPJ/MF no. 04.031.960/0001-70 NIRE 3130002009-6 Publicly-Held Company NOTICE TO SHAREHOLDERS We hereby inform the Shareholders that the documents mentioned in art. 133 of Law 6,404/76, as well as in article 9 of CVM Instruction no. 481/2009, relating to the fiscal year ended Dec 31, 2015 are available for reference and obtaining of copies during normal business hours at Company's headquarters, located at Avenida do Contorno, no. 8,133, Cidade Jardim, Belo Horizonte - MG - CEP 30110-937. Any shareholder may appoint an attorney-in-fact, or more than one, as the case may be, to appear at the Meetings and vote on their behalf. In the event of representation, the shareholder must comply with the terms of Article 126 of Law 6,404/76, and the attorney-in-fact must have been appointed less than 1 (one) year ago, and qualify as a shareholder, manager, lawyer enrolled with the Brazilian Bar Association, or be a financial institution. In the case of power of attorney in a foreign language, this must be accompanied by corporate documents, when related to a legal entity, and of the power of attorney duly translated into Portuguese, notarized and consularized. For shareholders represented by an attorney-in-fact, we request that the power of attorney be sent 72 (seventy-two) hours in advance of the Meeting, in order to prove the legitimacy of the representation. Belo Horizonte, April 04, 2016. Marcello Magistrini Spinelli – Chairman of the Board of Directors. AG Indústria e Comércio de Placas Eletrônicas Ltda. NIRE 31.207.402.987 - CNPJ/MF no. 07.620.567/0001-00 11th Amendment to the Articles of Incorporation By this private instrument, the parties identified below: (A) ASGA S.A., a joint-stock company, headquartered in the City of Paulínia/SP, at Rodovia Doutor Roberto Moreira, km 04, PLN 10, CEP 13.148900, CNPJ/MF no. 59.694.729/0001-58, with its articles of incorporation filed with JUCESP under NIRE 35.300.124.081, herein represented pursuant to its Articles of Incorporation; (B) José Ellis Ripper Filho, RG no. 2.338.814-6 (SSP/SP), CPF/MF no. 011.591.787-04; (C) Francisco Mecchi Neto, RG no. 7.321.989-7 (SSP/SP), CPF/MF no. 777.109.758-87; and (D) Francisco Carlos de Prince, RG no. 6.129.830-X (SSP-SP), CPF/MF under no. 819.313.608-04; sole partners of AG Indústria e Comércio de Placas Eletrônicas Ltda., a private limited company, headquartered in the City of Santa Rita do Sapucaí/MG, at Avenida Frederico de Paula Cunha, no. 1,001, Maristela District, CNPJ/MF no. 07.620.567/0001-00, with its articles of incorporation filed with JUCEMG under NIRE 31.207.402.987 ("Company"); and (E) Furukawa Industrial S/A - Produtos Elétricos, a corporation, headquartered in the City of Curitiba, State of Paraná, at Rua Hasdrubal Bellegard, no. 820, Cidade Industrial, CNPJ/MF no. 51.775.690/0001-91, herein represented pursuant to its Articles of Incorporation; and (F) Foad Shaikhzadeh, C.I./R.G. no. 7.748.000-SSP-SP, CPF/MF no. 007.170.958-43. Resolve, by mutual agreement, to amend the Company's Articles of Incorporation, as follows: I. Assignment and Transfer of Quotas - 1.1 The partner ASGA S.A., qualified above, hereby leaving the Company and with express consent from the other partners of the Company, assigns and transfers, with consideration, all of its 15,525,161 quotas, all of them with par value of R$ 1.00 each, representing 99.990726% of the total capital stock of the Company, with all that they represent, free and clear of any liens, doubts, debts or charges of whatsoever nature, to Furukawa Industrial S/A - Produtos Elétricos, qualified above, which hereby joins the Company. 1.2. The partner José Ellis Ripper Filho, qualified above, hereby leaving the Company and with express consent from the other partners of the Company, assigns and transfers, with consideration, all of his 480 quotas, all of them with par value of R$ 1.00 each, representing 0.003091% of the total capital stock of the Company, with all that they represent, free and clear of any liens, doubts, debts or charges of whatsoever nature, to Furukawa Industrial S/A - Produtos Elétricos, qualified above. 1.3. The partner Francisco Mecchi Neto, qualified above, hereby leaving the Company and with express consent from the other partners of the Company, assigns and transfers, with consideration, all of his 480 quotas, all of them with par value of R$ 1.00 each, representing 0.003091% of the total capital stock of the Company, with all that they represent, free and clear of any liens, doubts, debts or charges of whatsoever nature, to Furukawa Industrial S/A - Produtos Elétricos, qualified above. 1.4. The shareholder Francisco Carlos de Prince, qualified above, hereby leaving the Company and with express consent from the other partners of the Company, assigns and transfers, with consideration, all of his 480 shares, all of them with par value of R$ 1.00 each, representing 0.003091% of the total capital stock of the Company, with all that they represent, free and clear of any liens, doubts, debts or charges of whatsoever nature, to Furukawa Industrial S/A - Produtos Elétricos, qualified above. 1.5. The partners that are leaving, ASGA S.A., José Ellis Ripper Filho, Francisco Mecchi Neto and Francisco Carlos de Prince, hereby declare and acknowledge their express agreement and consent to the assignments and transfers of quotas mentioned above, thus waiving any right of first refusal they might have in acquiring such quotas. 1.6. The aforementioned Assignors and Assignee hereby grant to each other a wide, general, full, irrevocable and irreversible discharge , with regard to the assignment of quotas hereunder, and may not claim anything on this basis for themselves and their successors at any time, sphere and court. 1.7. Furukawa Industrial S/A - Produtos Elétricos, qualified above, assigns and transfers, with consideration, 1 quota, with par value of R$ 1.00, with all that they represent, free and clear of any liens, doubts, debts or charges of whatsoever nature, to FOAD SHAIKHZADEH, qualified above, who hereby joins the Company. 1.8. In turn, the partners that are joining the Company, Furukawa Industrial S/A - Produtos Elétricos and Mr. Foad Shaikhzadeh declare, under the penalties of the law, that they are not involved in any crimes provided for by law that would prevent them from engaging in trading activities, and that they are not convicted, or under the effects of a conviction, under any penalty that would prevent them, even temporarily, from holding a public office; or of any crime of bankruptcy, official misconduct, bribe or bribery, corruption, embezzlement; or aga inst popular economy, against the national financial system, against competition defense standards, against consumers relations, public faith or property. 1.9. As a result of the resolutions and approvals taken above, it is hereby decided to amend Article 6 of the Company's Articles of Association, which shall henceforth become effective as of this date, in accordance with the following new wording: "Article 6 - The Capital Stock, fully subscribed and paid up in local currency and assets is R$ 15,526,601.00, divided into 15,526,601 quotas, with par value of R$ 1.00 each, so distributed among the partners: Partners - No. of Quotas - Value (R$) -%: Furukawa Industrial S/A - Produtos Elétricos - 15,526,600 - 15,526,600.00 - 99.99. Foad Shaikhzadeh - 1 - 1.00 - 0.01. Total: 15,526,601 - 15,526,601.00 - 100.0. Sole Paragraph: Pursuant to Article 1,052 of the Brazilian Civil Code, established by Law no. 10,406/02, the liability of each partner is restricted to the value of their quotas, but all of them are jointly and severally liable for the payment of the capital stock." II - Change in Management - 2.1. The partners José Ellis Ripper Filho, Francisco Mecchi Neto and Francisco Carlos De Prince hereby waive their positions as Directors of the Company's Board of Directors, with which the new partner Furukawa Industrial S/A - Produtos Elétricos fully agrees. 2.2. In view of the waiver deliberate and approved waiver under item 2.1 above, the following parties are appointed and elected to exercise the positions of Company Directors, for an indeterminate period of time, Foad Shaikhzadeh, C.I./R.G. no. 7.748.000-SSP-SP, CPF/MF no. 007.170.958-43; Kazutaka Fukuda, C.I. RNE V935321X - DIREX/PR, CPF/MF no. 012.754.589-12; Hiroyuki Doi, CI/RG no. 5.993.767 SP, CPF/MF no. 007.638.528-05; Helio José Durigan, C.I./R.G. no. 1.647.236-0 SSP-PR and CPF/MF no. 403.150.889-15; Amauri Razente, C.I.R.G no. 3.171.182-7/PR, CPF 530.619.859-72; and Satoshi Koyanagi, C.I. RNE G141206-1 - DIREX/PR, CPF/MF no. 013.561.329-95. 2.3. Foad Shaikhzadeh, Kazutaka Fukuda, Hiroyuki Doi, Helio José Durigan, Amauri Razente and Satoshi Koyanagi, as qualified above, declare, under the penalties of the law, that they are not involved in any crime provided for by law that would prevent them from exercising the management of companies, and that they are not convicted, or under the effects of a conviction, under any penalty that would prevent them, even temporarily, from holding a public office; or of any crime of bankruptcy, official misconduct, bribe or bribery, corruption, embezzlement; or against popular economy, against the national financial system, against competition defense standards, against consumers relations, public faith or property. 2.4. In view of the resolutions taken and approved under items 2.1 to 2.3 above, Articles 8 and 16 of the Company's Articles of Association are amended, and shall henceforth become effective as of this date, in accordance with the following new wording: "Article 8 - The Board of Directors of the Company shall be permanent and consist of the following members: Foad Shaikhzadeh, C.I./R.G. no. 7.748.000-SSP-SP,

 

 

REGISTRY OF COMMERCE OF THE STATE OF MINAS GERAIS Digital Registration Proceedings Cover Belo Horizonte. Monday, August 01, 2016 Page 1 of 1 Registry of Commerce of the State of Minas Gerais I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary. MARINELY DE PAULA BOMFIM GENERAL SECRETARY Page 22/26 Registry of Commerce of the State of Minas Gerais Identification of the Proceedings Filing No. Proceedings No. - Integrating Module Date 16/434.891-3 J163805856446 Jul 05, 2016 Identification of the Undersigned(s) CPF Name 442.204.567-91 ANTONIO CARLOS SALDANHA MARINHO

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7 APR 20I6 BELOHORIZONTE NOTICES 13 HOJE EM DIA / DIRECIONAL ENGENHARIA S.A. PUBLICLY-HELD COMPANY STATE OF MINAS GERAIS REGISTER OF REAL ESTATE Av. José Pinto da Silva, 92 - Bairro São José - Esmeraldas MG, CEP: 35.740.000 - telefax Register of Real Estate of the Judicial District of Esmeraldas, according to the attributions may be known or whom become aware of it, that in compliance with the written application 00330097300000008700, guaranteed by BANK CREDIT CERTIFICATE, registered with located at Alameda das Magnólias, no. 120, Lote 05, Quadra 18, Condomínio Solar responsibility of OPENMAX DISTRIBUIDORA DE ALIMENTOS LTDA, CNPJ no. PAES VAZ, who is(are) SUMMONED to settle within 15 (fiften) days the installments contractual charges, legal charges, including taxes, condominium contributions imputable the branch of the bank where the financing agreement was executed. We take this stipulated herein assures the right to consolidate ownership of the real property in favor of Esmeraldas, March 23, 2016. 4 COURT OF POUSO ALEGRE/MG, pursuant to the law, informs all those to whom this ACTION FOR COMPLIANCE W ITH JUDGMENT no. 2007.38.10.004500-4, filed by CAIXA 79, and ARLETE PAOLA SOTO SALES, CPF 016.130.406-01, and that, by this NOTICE, of this Court, located at Rua Santo Antônio, no. 105, Centro, in this city, the defendants are 29, 2013 was R$ 5,106.09, plus legal interest and adjusted for inflation until the date of percentage of 10%, pursuant to art. 475-J and paragraph of the Code of Civil Procedure. 27th COURT known, to all those that see or become aware of this notice, the holding of the JUDICIAL Lazzarotti, 523, District of Caiçara, in this Capital, having as Official Public Auctioneer process listed below: CASE no. 7550-73.2013.4.01.3800. JUDGMENT CREDITOR: SILVA MAFFORT, CPF 272.837.122-91. VALUE OF THE DEBIT: R$153,396.40 (one on Aug 25, 2015 (see sheet 269 of the records). DESCRIPTION AND LOCATION OF THE 408, of the building Residencial Flamboyant, located at Av. Dr. Cristiano Guimarães, 50, 124.610m2, with the right to use a parking space for a vehicle, registration number 71.659, evaluated: on Feb 01, 2016, in the am ount of R$ 180,000.00 (one hundred and eighty judgment creditor (see page 209 of the case file) LIEN, ENCUMBRANCE OR PENDING REGISTER OF REAL ESTATE SALINAS/MG informs that on Apr 20, in the modality PRESENCIAL citizen, married, administrator, bearer of CI/RG no. MG-12.724.752, issuing agency: SSP/MG, enrolled with the CPF under no. 053.654.766-11, resident and domiciled general technical description, the topographical plan and other documents required by law, with application for registration of allotment of the property located in the NEVES S/A. 31330003955-2. CALL NOTICE for shareholders of the Company are General Meeting on April 28, 2016, headquarters, located at Rua Efigênia, Belo Horizonte, MG, Registry of Commerce of the State of Minas Gerais I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary. MARINELY DE PAULA BOMFIM GENERAL SECRETARY Page 23/26 MATERNIDADE OCTAVIANO CNPJ17.272.568/0001-64. NIRE the Ordinary General Meeting. The called to meet at an Ordinary at 7:00 p.m., at Company's Ceará 186, District of Santa CEP30150-310, in order to (i) take the accounts of the managers, examine, discuss and vote on the financial statements, (ii) resolve on the allocation of net income for the year and the distribution of dividends, (iii) resolve on the maintenance of the Board of Auditors and elect its members; and (iv) to establish the overall compensation of the management and the Board of Auditors. João Anderson Nunes. CEO. JUDICIAL DISTRICT OF CAPELINHA NOTICE FOR REGISTRATION OF ALLOTMENT EDUARDO ANTÔNIO SOARES LOPES, OFFICIAL OF THE REGISTER OF REAL PROPERTY OF THE JUDICIAL DISTRICT OF CAPELINHA, STATE OF MINAS GERAIS, UNDER THE LAW, ETC. Informs all those to whom this notice may be known or whom become aware of it, that in compliance with Law no. 6,766 of December 19, 1979, CPZ EMPREENDIMENTOS IMOBILIÁRIOS LTDA EPP, a company established at Avenida Tancredo Neves, w/o no., district of Subestação, in this city of Capelinha-MG, enrolled with the CNPJ under no. 23.254.897/0001-85, with its Constitution Agreement duly registered with JUCEMG - Registry of Commerce of the State of Minas Gerais - under no. 31210484077, dated Sep 11, 2015, represented herein by its non-partner officer, SILVANA BARREIROS DOS SANTOS BARBOSA, a Brazilian at Avenida Aeroporto, no. 300, district of Jardim Aeroporto, in this city of Capelinha/MG, deposited in this Notary Public for examination of the interested parties, the urban perimeter of this city, located on the margin of BR 308, with an area of 48.322,75m2 (forty -eight thousand, three hundred and twenty-two meters and seventy-five square meters), registered under no. 12682, Book 02 of General Registry. The allotment has the denomination of "district of Nações" and was approved by Municipal Decree no. 012/2016 of February 3, 2016, with re-ratification contained in Municipal Decree no. 021/2016 of March 14, 2016. The The project contains 06 (six) blocks, totaling 165 (one hundred and sixty-five) lots, 01 (one) institutional area, 03 (three) green areas, and 02 (two) Avenues and 04 (four) Streets, namely: Avenida Antártida, Avenida América, Rua Europa, Rua África, Rua Oceania and Rua Ásia. Block 01 (one) contains 40 (forty) lots; Block 02 (two) contains 52 (fifty-two) lots; Block 03 (three) contains 18 (eighteen) lots and 01 (one) green area; Block 04 (four) contains 06 (six) lots, 01 (one) institutional a rea and 01 (one) green area; Block 05 (five) contains 36 (thirty-six) lots; Block 06 contains 13 (thirteen) lots; the last green area is located at the confluence of Avenida América with Rua Europa and Rua África. All documentation required by Law 6,766/79 and Order no. 260/CGJ/2013 is filed at this Notary Public, at Rua Governador Valadares, no. 133, suite 104, Centro, in the city of Capelinha-MG, CEP no. 39.680-000, available to interested parties. Any objections from all those who consider themselves to be impaired as to the domain o f said property shall be filed with this Notary Public within 15 (fifteen) days, counted from the date of the third and last publication of this notice. Once the deadline has expired, there being no challenge, the registration of the allotment will be made. Given and approved in this city of Capelinha-MG, on March 30, 2016. I, Eduardo Antônio Soares Lopes, Official of the Register of Real Property of Capelinha-MG, typed and subscribed to it. CITY HALL OF SALINAS/MG THE MUNICIPAL MAYOR OF 2016 at 8:30 a.m., a bidding will be held AUCTION no. 031/2016. Purpose: acquisition of stalls for the Salinas Municipal Market (Appeal: Agreement no. 820701/2015 MDA/CAIXA). Request for notice by email licitacao@salinas.mg.gov.br or site www.salinas.mg.gov.br. Salinas/MG, 06/04/2016. Fabiana S. Araújo - Auctioneer. JUDICIARY. FEDERAL JUSTICE OF 1ST DEGREE OF MINAS GERAIS JUDGE OF THE AUCTION NOTICE AND SUBPOENA. The Federal Judge of the 27th Court/MG lets it be SALE, pursuant to Law 5,741/71, on Apr 27, 2016, as of 09:00 a.m., at Rua Hélio Angela Saraiva Portes Souza, phone: 31-3207-3900, of the assets levied upon in the EMGEA - EMPRESA GESTORA DE ATIVOS. JUDGMENT DEBTOR: MARGARETH DA hundred and fifty-three thousand, three hundred and ninety-six reais and forty centavos), ASSET(S) TO BE SOLD AT THE AUCTION(S): - 01 (one) property consisting of apartment Planalto District, in this Capital city, with a private area of 62.958m% total area of of the 5th Register of Real Estate of Belo Horizonte/MG (see page 44 of the case file). Re-thousand reais). DEPOSITARY: Aparecida Costa Inácio de Paula, appointed by the FUNDS: consisting of a MORTGAGE in favor of CAIXA ECONÔMICA FEDERAL/MG (see page 44 of the case file). 1) If the property fails to obtain a bid equal to or greater than the debit balance, a judgment creditor will be adjudicated (Law no. 5,741/71, article 6, which reads: "the judge shall order the sale of the mortgaged property in a judicial sale for a price not less than the debit balance" and 7th, "in the absence of a bidder in the judicial sale, the judge shall award within forty-eight hours to the judgment creditor the mortgaged property"): 2) the sale will be made in kind, on demand, in the full value of the bid, or by means of a suitable guarantee, for a period of 15 (fifteen) days (article 690, CPC), the payment of the auctioneer's fee shall also be made, equivalent to 5% (five percent) of the value of the bid, as well as the payment of auction costs and expenses incurred with removal from the asset(s): 3) the auctioneer's commission will be deposited at CEF - Branch 0621, to the order of this court, where it will await the issuance of the Letter of Purc hase at an Auction and the effective delivery of the asset, after which the application License of Survey will be drawn up, and 4) This notice shall be affixed in the complaint of this Court, and published pursuant to Law no. 5,741/71 Belo Horizonte, February 22, 2016. I, GLAURA MARIA VILLELA BARBOSA DE OLIVEIRA (Director of Secretariat of the 27th Court) checked and subscribed to this Notice, which is duly signed by the Honorable Substitute Federal Judge of the 27th Court. TRICIA DE OLIVERA LIMA. Substitute Federal Judge of the 5th Court, exercising her attributions in the 27th Court. CALL NOTICE WITH A PERIOD OF 30 (THIRTY) DAYS CASE No. 2007.38.10.004500-TÂNIA ZUCCHI DE MORAES, HONORABLE FEDERAL JUDGE OF THE 1st FEDERAL NOTICE may be known or whom become aware of it, which before this Federal Court, ECONÔMICA FEDERAL CEF against ADEMAR DA SILVA MORAES, CPF 305.525.008-with a term of 30 (thirty) days, to be published under the law and affixed in the usual place hereby SERVED PROCESS to PAY, within 15 (fifteen) days, the debt, which as of March payment under penalty of the amount of the conviction being increased by a fine, in the And, in order not to claim ignorance, she ordered the issuance of this notice under the law. ISSUED in this city of Pouso Alegre, on March 9, 2016. I, Cláudio Manoel dos Santos, Director of Secretariat of the 1st Federal Court of Pouso Alegre, checked and subscribed. Tânia Zucchi de Moraes. Acting Federal Judge SPECIAL FEDERAL CIVEL AND CRIMINAL COURT OF POUSO ALEGRE FEDERATIVE REPUBLIC OF BRAZIL JUDICIAL DITRICT OF EMERALDAS AURÉLIO JOAQUIM DA SILVA – Registering Official (3 1) 3538-1293 CALL NOTICE. CÁSSIA APARECIDA DE AGUIAR, Substitute Registering Official of the conferred by art. 26 of Law no. 9,514/1997 hereby informs all those to whom this notice of BANCO SANTANDER (BRASIL) S/A, creditor of the Bank of Credit Certificate no. this Notary Public under R-09 and R-11, enrollment no. 24.654, referring to the real property das Palmeiras, 2nd Section, Esmeraldas/MG, with the debit balance under the 000.871.778/0001-76, in the person of its legal represetnative JULHIANO AUGUSTO overdue and falling due by the date of payment, conventional interest, penalties and other to the property, in addition to collection and summons charges. Payment must be made at opportunity to inform you that failure to comply with these obligations within the period the Creditor - BANCO SANTANDER (BRAZIL) S/A, pursuant to art. 26, 7, of Law 9,514/97. Cássia Aparecida de Aguiar Substitute Registering Official CNPJ/MF no. 16.614.075/0001-00-NIRE no.313.000.258-37 CVM no. 21.350 Call Notice for the Ordinary and Extraordinary General Meetings. The shareholders of Direcional Engenharia S.A. ("Company") are invited to attend the Company's Ordinary and Extraordinary General Meeting ("AGOE"), to be held on April 29, 2016 at 9:00 am in the City of Belo Horizonte, at Rua dos Otoni, 177, 5th floor, suite 1, in order to resolve the following items on the agenda: A. At Ordinary General Meeting: (i) To take the accounts of the managers, examine, discuss and vote on the financial statements for the fiscal year ended Dec 31, 2015; (ii) To resolve on the proposal for the allocation of net income for the fiscal year ended Dec 31,2015; (iii) To resolve the number of members to compose the Company's Board of Directors and elect its effective and alternate members; (iv) To resolve on the installation of the Company's Board of Auditors and, if installed, to elect its effective and alternate members; B. At Extraordinary General Meeting: (i) To establish the total amount of the compensation of the Management and of the members of the Board of Auditors of the Company for the fiscal year beginning on 01.01.2016; (ii) To resolve on the amendment to arts. 2 and 36 of the Articles of Incorporation of the Company, as well as on its consolidation, pursuant to the Management Proposal. General Information: (i) To participate in the AGOE, pursuant to art. 32 of the Articles of Incorporation, the shareholder is requested to appear, at least 24 hours before the date of the respective AGOE, at Rua dos Otoni, 177, 10th floor, in Belo Horizonte/MG: (a) proof issued by the financial institution holding the book-entry shares owned by it or in custody, pursuant to art. 126 of the LSA, (b) in relation to the shareholders participating in the fungible custody of registered shares, the statement containing the respective shareholding, issued by the competent agency, dated up to two business days before the AGOE; and (c) in the event of representation of the shareholder, a power of attorney, which shall (i) have been granted in accordance with the provisions of §1 of art. 126 of the LSA, (ii) be authenticated. The shareholder, their legal representative or attorney-in-fact, as the case may be, must attend the AGOE with documents proving their identity: (a) identification document with a photo, for individuals; (b) authenticated copy of the latest consolidated bylaws or articles of association and of the corporate documentation granting powers of attorney, as well as identification document with a photo of the legal representatives, for legal entities; and (c) authenticated copy of the latest consolidated regulation of the fund and of the bylaws or articles of association of its manager, in addition to the corporate documentation granting powers of attorney, as well as identification document with a photo of the legal representatives, for investment funds. In the case of foreign legal entities, the documentation proving the powers of attorney must undergo notarization and consularisation1. Documents drawn up in other languages, under Decree-Law no. 4,657, dated Sep 4, 1942, as amended, will only be accepted upon submittal of a sworn translation. (ii) According to the provisions of art. 141 of the LSA and arts. 1 and 3 of CVM Instruction no. 165, of December 11, 1991, as amended, shareholders representing at least five percent of the Company's capital stock may request the adoption of the multiple vote process, observing the legal term of 48 hours in advance of the date of the AGOE. (iii) The information and documents provided for in arts. 124 and 135 of the LSA and CVM Instruction no. 481 of December 17, 2009, related to matters to be resolved at the AGOE, are available to the shareholders at Company's headquarters, on the Company's website (www.direcional.com.br/ri), on the CVM website (www.cvm.gov.br) and on the BM&FBOVESPA website (www.bmfbovespa.com.br). (iv) The Company's shareholders interested in accessing information or clarifying any doubts regarding the proposals above should contact the Company's Investors Relations area, by telephone (31) 3431-5509 or via e-mail: ri@direcional.com.br. Belo Horizonte, Mar 30, 2016. Wilson Nélio Brumer - Chairman of the Board of Directors. 1In accordance with the Convention on Elimination of the Requirement for Legalization of Foreign Public Documents, executed on October 5, 1961, and published by Decree no. 8,660 of January 29, 2016, consularisation of foreign documents issued in signatory countries of said convention is waived, provided that all of its terms and conditions are complied with. AREZZO INDÚSTRIA E COMÉRCIO S.A. Publicly-Held Company CNPJ/MF no. 16 590 234/0001-76 - NIRE31 300 025 91-8 CALL NOTICE FOR ORDINARY GENERAL MEETING The Shareholders of AREZZO INDÚSTRIA E COMÉRCIO S.A., with headquarters in the city of Belo Horizonte, State of Minas Gerais, with its articles of incorporation filed at the Registry of Commerce of the State of Minas Gerais under NIRE 31 300 025 91-8, enrolled with the CNPJ/MF under no. 16 590 234/0001-76, filed with the Securities and Exchange Commission ("CVM") as a publicly-held company "A", under code number 02234-9 ("Company") are hereby called to meet at an Ordinary General Meeting ("Meeting"), to be held on April 29, 2016, at 10:00 a.m., at the Mercure Belo Horizonte Hotel, at Avenida do Contorno, no. 7315, District of Lourdes, city of Belo Horizonte, State of Minas Gerais, to examine, discuss and vote on the following agenda. (i) the management accounts, management report and the Company's financial statements, accompanied by the independent auditors' report for the fiscal year ended December 31, 2015, (ii) the proposed capital budget for the Company for the fiscal year ended December 31, 2016, (iii) the management proposal for the allocation of the Company's net income for the fiscal year ended December 31, 2015, and (iv) determination of the annual overall compensation of the managers for the fiscal year of 2016. Pursuant to article 126 of Law 6,404/76 and article 10 of the Articles of Incorporation of the Company, in order to participate in the Meeting, the shareholders must submit to the Company, in addition to the identity document with photo and pertinent corporate documents that prove legal representation, as the case may be, the following documents. (1) proof of ownership of shares issued by the institution responsible for the bookkeeping of Company's shares, which is recommended to have been issued no later than 5 (five) days prior to the date of the Meeting, (ii) power of attorney with the grantor identity notarized, in case of participation through a representative, and/or (iii) in relation to the shareholders participating in the fungible custody of registered shares, the statement containing the respective shareholding, issued by the competent entity, which is recommended to have been issued no later than 5 (five) days before the date of the Meeting. With respect to investment funds, the representation of the shareholders at the Meeting shall be the responsibility of the managing institution, observing the provisions of the fund's regulations, as to whom owns the powers to exercise the right to vote of the shares and assets in the fund's portfolio. In this case, the representative of the manager of the fund, in addition to the aforementioned corporate documents related to the manager or administrator shall submit a simple copy of the fund's regulation, duly registered with the competent entity. With regard to participation through proxy, the granting of proxy powers for participation at the Meeting shall have been made less than 1 (one) year, pursuant to article 126, § 1 of Law 6404/76. Moreover, in compliance with the provisions of article 654, §1 and §2 of the Civil Code, the power of attorney must state the place where it was issued, full qualification of the grantor and the grantee, the date and purpose of the grant, with the designation and extension of the powers granted, containing the notarization of the grantor's signature. It bears emphasizing that (1) natural persons that are shareholders of the Company may only be represented at the Meeting by an attorney-in-fact who is a shareholder, manager of the Company, attorney or financial institution, as provided for in article 126, paragraph 1 of Law 6404/76, and (2) legal entities that are shareholders of the Company may be represented by an attorney-in-fact appointed pursuant to its contract or Articles of Incorporation, and according to the provisions of the Civil Code, without the need for such person to be a manager of the Company, shareholder or attorney (according to CVM Process RJ2014/3578, judged on Nov 04, 2014). As an identity document, the Company will accept the General Registration Identity Card (RG), as well as Driver's License (CNH), passport, identity cards issued by the professionals councils, and functional cards issued by public administration agencies, provided they contain a photo of the holder. The representative of the shareholder that is a legal entity must submit a certified copy of the following documents, duly registered with the competent agency (Civil Registry of Legal Entities or Commercial Board, as applicable). (1) agreement or Articles of Incorporation, and (2) corporate act of election of the manager that (a) attend the Meeting as representative of the legal entity, or (b) grant a power of attorney through which a third party represents the corporate shareholder. The shareholders' documents Issued abroad must be notarized by a Notary Public, legalized in a Brazilia n Consulate, translated by a sworn translator enrolled in the Commercial Registry and registered in the Registry of Deeds and Documents, pursuant to the applicable legislation. For purposes of better organization of the Meeting, the Company, pursuant to article 10 of the Articles of Incorporation, requests the shareholders to deposit the necessary documents to participate in the Meeting at least 72 hours in advance, at Company's headquarters or at the Company's office in São Paulo, at the following addresses. Belo Horizonte, MG: Rua Fernandes Tourinho, 147, salas 1 301 and 1 303, Belo Horizonte, MG, CEP 30112-000 São Paulo, SP: Rua Gomes de Carvalho, 1 507, 16th floor, Vila Olímpia, São Paulo, SP, CEP 04547-005 e-mail E-mail: jurídico@arezzo.com.br It is worth mentioning that the shareholders may attend the General Meeting even though they do not make the prior deposit of documents, simply by submitting such documents at the opening of the Meeting, in accordance with the provisions of paragraph 2 of articl e 5 of ICVM 481/09. The documents and information relating to matters to be resolved at the Meeting are available to shareholders at Company's headquarters and at the Company's website (http://www.arezzoco.com.br) of CVM (http://www.cvm.gov.br) and BM&FBOVESPA S A - Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA”) (http://www.bmfbovespa.com.br) on the Internet Belo Horizonte, April 06, 2016 ANDERSON LEMOS BIRMAN – Chairman of the Board of Directors. CITY HALL OF SANTA CRUZ DO ESCALVADO - MG. Notice of Auction 022/2016. It will be held at 9:00 a.m. on April 19, 2016, at Rua Capitão Luiz Sette, 130, Centro, Santa I Cruz do Escalvado, MG., Bidding Process no. 032/2016, Presencial Auction no. 022/2016. Purpose: Registration of Prices for future and possible contracting of microenterprises - ME, small companies - EPP to supply educational material and office supplies for the Secretariats, according to specifications contained in the notice and annexes, made available to interested parties at the aforementioned address, from 08:00 a.m. to 12:00 p.m. and 1:00 p.m. to 5:00 p.m. and at the site www.santacruzdoescalvado.ma.gov.br Information by phone: (31) 3883 1153. Santa Cruz do Escalvado — MG, April 06, 2016. Gilmar de Paula Lima, Mayor. KINROSS BRASIL MINERAÇÃO S/A - CNPJ 20.346.524/0001-46 - NIRE 3130000448-1 Extract of the Minutes of the Extraordinary General Meeting held on April 6, 2016 , with the attendance of shareholders representing the total capital stock of Kinross Brasil Mineração S/A, a limited liability company headquartered in the City of Paracatu, State of Minas Gerais, on Highway BR 040, km 36.5, CEP 38.600-000 ("Company"). Ordinary shareholders of the Company, with the consent from the preferred shareholders, pursuant to article 173 of Law no. 6,404/76, unanimously approved the reduction of the Company's capital stock, as it is excessive to the achievement of its corporate purpose, up to R$ 1,000,000,000.00, with the cancellation of the preferred shares owned by the shareholders. The amount related to the cancellation of shares hereby approved will be refunded to the shareholders in local currency. The effective amount of the reduction of the Company's capital stock, limited to R$ 1,000,000,000.00, as well as the number of shares to be canceled will be determined by the shareholders at General Meetings to be held after the publication of this instrument for the purposes and effects of article 174 of Law no. 6,404/76. The number of shares to be canceled will be calculated based on the equity value of the preferred shares issued by the Company, calculated on the basis of balance sheets up to 30 (thirty) days before the dates of the General Meetings that approve the effective values of reduction of the Company's capital sotck. Paracatu/MG, Apr 6, 2016. Presiding Board: Antônio Carlos Saldanha Marinho, Chairman, and Gilberto Carlos Nascimento Azevedo, Secretary. Shareholders: Kinross Participações Ltda., Monta-napar Participações Ltda., Kupol Ventures Limited. and Avrilus Holding Limited., all of them represented by Antônio Carlos Saldanha Marinho and Gilberto Carlos Nascimento Azevedo. JUDICIAL DISTRICT OF IBIRITÉ - SERVICE BY PUBLICATION - FREE JUSTICE - FOR THE PERIOD OF 20 (TW ENTY) DAYS. Dr. André Luiz Pimenta Almeida, Honorable Judge of the 2nd Civil Court of the Judicial District of Ibirité, State of Minas Gerais, in full exercise of his functions and pursuant to the law, etc ... Let it be known that through this Court and Secretariat the cases no. 0114.13.005569-1 are filed. Collection Suit filed by BANCO BRADESCO FINANCIAMENTO S/A, CNPJ 07.207996/0001-50 against JÚLIO CESAR RIBEIRO, CPF 689.096.326-15, ATTORNEY. Dr. André Nieto Moya - OAB/SP 235.738. PURPOSE. The summons of JÚLIO CESAR RIBEIRO, CPF 689.096.326-15, currently in an uncertain and unknown place, so that he may take cognizance of the proceedings before this Court and the Secretariat and may challenge them, should he so wish it, within 15 (fifteen) days, and the defendant is advised that, in the absence of a challenge, the facts presented by the plaintiff in the complaint, pursuant to Art. 344 of the CPC, shall be presumed to be true. He is hereby warned that a special trustee will be appointed in case of default. Therefore, this notice was issued and will be published in the DJE, according to art. 257, item II of the CPC. Ibirité, March 30, 2016. Fernando Gabriel Alves Drumond de Oliveira. The Clerk of Court, By order of the Honorable Judge.

 

 

REGISTRY OF COMMERCE OF THE STATE OF MINAS GERAIS Digital Registration Proceedings Cover Belo Horizonte. Monday, August 01, 2016 Page 1 of 1 Registry of Commerce of the State of Minas Gerais I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary. MARINELY DE PAULA BOMFIM GENERAL SECRETARY Page 24/26 Registry of Commerce of the State of Minas Gerais Identification of the Proceedings Filing No. Proceedings No. - Integrating Module Date 16/434.891-3 J163805856446 Jul 05, 2016 Identification of the Undersigned(s) CPF Name 442.204.567-91 ANTONIO CARLOS SALDANHA MARINHO

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State Department of the Presidency of the Republic Special Secretariat for Micro and Small Enterprises Business Registration and Integration Department State Secretariat for Economic Development of Minas Gerais Registry of Commerce of the State of Minas Gerais CERTIFICATE OF AUTHENTICATION – DIGITAL REGISTRATION I hereby certify that the digitally signed act of KINROSS BRASIL MINERACAO S/A, nire no. 3130000448-1 and filed under no. 16/434,891-3 on Jul 20, 2016, is registered with Jucemg under number 5811073, on Aug 05, 2016. The act was digitally approved by the 4th PANEL OF DIRECTORS. The General Secretary, Marinely de Paula Bomfim, hereby signs the registration, by means of a digital certificate. For its validation, the website of the Portal of Services / Validate Documents must be accessed (http:// filing portalservicos.jucemg.mg.gov.br/Portal/pages/imagemProcesso/viaUnica.jsf) number and security key below must be informed: and the Belo Horizonte. Friday, August 05, 2016 Marinely de Paula Bomfim: 873.638.956-00 Page 1 of 1 Registry of Commerce of the State of Minas Gerais I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary. MARINELY DE PAULA BOMFIM GENERAL SECRETARY Page 25/26 Registry of Commerce of the State of Minas Gerais Filing No. Security Key 16/434.891-3 1Bcd Proceedings Cover Undersigned CPF Name 442.204.567-91 ANTONIO CARLOS SALDANHA MARINHO Main Document Undersigned CPF Name 442.204.567-91 ANTONIO CARLOS SALDANHA MARINHO Exhibit Undersigned CPF Name 442.204.567-91 ANTONIO CARLOS SALDANHA MARINHO Exhibit Undersigned CPF Name 442.204.567-91 ANTONIO CARLOS SALDANHA MARINHO Exhibit Undersigned CPF Name 442.204.567-91 ANTONIO CARLOS SALDANHA MARINHO

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REGISTRY OF COMMERCE OF THE STATE OF MINAS GERAIS Digital Registration The act was approved and digitally signed by: Belo Horizonte. Friday, August 05, 2016 Registry of Commerce of the State of Minas Gerais I hereby certify registration under no. 5811073 on Aug 05, 2016 of Company KINROSS BRASIL MINERACAO S/A, Nire 31300004481 and filing 164348913 - Jul 20, 2016. Authentication: 90BF6621FE6DF3CA56A7D0834EF24924F3F4A87E. Marinely de Paula Bomfim - General Secretary. To validate this document, go to www.jucemg.mg.gov.br and inform filing number 16/434.891-3 and the security code 1Bcd. This copy was digitally authenticated and signed on Aug 05, 2016 by Marinely de Paula Bomfim - General Secretary. MARINELY DE PAULA BOMFIM GENERAL SECRETARY Page 26/26 Registry of Commerce of the State of Minas Gerais Identification of the Undersigned(s) CPF Name 043.128.766-06 LEONARDO FELIPE GERVASIO ABURACHID 137.814.306-00 SONIA FERREIRA FERRAZ 442.843.906-78 ARCANJO CARLOS PIMENTA 873.638.956-00 MARINELY DE PAULA BOMFIM

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Exhibit 3.6

LE GOUVERNEMENT DU GRAND-DUCHE DE LUXEMBOURG Centre des technologies de I'information de I'Etat Service du Repertoire general des Personnes Tel: 2477-6752 ou 6748 (entre 09.00 et 11.00 heures) KG FAR EAST (LUXEMBOURG) Sari 18, AVENUE MARIE-THERESE L-2132 LUXEMBOURG La loi du 30 mars 1979 organisant !'identification numerique des personnes physiques et morales prevoit que le numero d'identite national et les donnees inscrites au Repertoire general des personnes morales sont communiques a Ia personne y designee. En conformite avec Ia pn dite loi et son reglement grand-ducal d'execution du 21 decembre 1987 je vous communique ci-apres les informations vous concernant, telles qu'elles figurent au Repertoire general des personnes morales sous le numero d'identite: 12009 24 32247 etranger Au cas ou vous constateriez des donnees incompiE3tes ou inexactes, je vous prie de bien vouloir resp. les · completer ou les corriger dans Ia rubrique correspondante et de renvoyer le present certificat (avec une copie d'une piece justificative) au Service du Repertoire general des Personnes (port paye par le destinataire). Un nouveau certificat corrige vous sera envoye dans les meilleurs delais. Veuillez agreer, I'expression de mes sentiments distingues. Luxembourg, le 30 novembre 2009 Germain Berkes Conseiller-informaticien Denomination ou Raison sociale :KGFAREAST(LUXEMBOURG) Sari Nom commercial Annee de constitution ou, pour personnesmorales de droit annee de premiere activite au Luxembourg : 2009 Forme juridiqueSOCIETE A RESPONSABIL/TE LIM/TEE DE D LUXEMBOURGEOIS ROIT Envoi-reponse No 6114 L-1060 LUXEMBOURG

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Exhibit 3.7

 

Registre de Commerce et des Sociétés

 

Numéro RCS : B149409
Référence de dépôt : L180058458
Déposé et enregistré le 17/04/2018

 

KG FAR EAST (LUXEMBOURG) Sàrl

 

Sociét é à responsabilité limitéé

 

L-2310 Luxembourg, 16 Avenue Pasteur

 

R.C.S. Luxembourg: B 149.409

 

STATUTS COORDONNES
AU 12 DECEMBRE 2017

 

TITLE I: NAME - DURATION - REGISTERED OFFICE — OBJECT

 

ART. 1 - NAME

 

There is formed a private limited liability company ( société à responsabilité limitée ), under the name of “KG FAR EAST (LUXEMBOURG) Sàrl”, governed by the present articles of association and the laws of Luxembourg pertaining to such an entity (hereinafter the “Corporation”), and in particular the law dated 10th August, 1915, on commercial companies, as amended (hereafter the “Law”).

 

ART. 2 - OBJECT

 

2.1                                The object of the Corporation is the acquisition, the management, the enhancement and disposal of participations, in Luxembourg or abroad, in any form whatsoever. The Corporation may in particular acquire by subscription, purchase, exchange or in any other manner any stock, shares and other participation securities, bonds, debentures, certificates of deposit and other debt instruments and more generally any securities and financial instruments issued by any public or private entity whatsoever.

 

2.2                                The Corporation may borrow in any form, except by way of public offer. It may issue by way of private placement only, notes, bonds and debentures and any kind of debt and/or equity securities. The Corporation may also contract loans and grant all kinds of support, loans, advances and guarantees to companies, in which it has a direct or indirect participation. It may also give guarantees and grant securities in favour of third parties to secure its obligations or the obligations of its subsidiaries, affiliated companies or any other company. The Corporation may further pledge, transfer, encumber or otherwise create security over some of its assets. The Corporation may hold interests in partnerships. It may also acquire, enhance and dispose of patents, licences, and all other intangible property, as well as rights deriving therefrom or supplementing them. In addition, the Corporation may acquire, manage, enhance and dispose of real estate located in Luxembourg or abroad, and may lease or dispose of moveable property.

 

2.3                                In general, the Corporation may carry out all commercial and financial operations, whether in the area of securities or of real estate, likely to enhance or to supplement the above mentioned purpose.

 

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ART. 3 - DURATION

 

3.1                                The Corporation is established for an unlimited duration.

 

3.2                                The Corporation may be dissolved at any time by a resolution of the general meeting of members adopted in the manner required for the amendment of these articles.

 

3.3                                The life of the Corporation does not come to an end by the incapacity, bankruptcy, insolvency of or any other similar event affecting, one or several members.

 

ART. 4 - REGISTERED OFFICE

 

4.1                                The registered office is established in the city of Luxembourg. The registered office may be transferred within the municipality of Luxembourg by decision of the board of managers. It may further be transferred to any other place within the Grand Duchy of Luxembourg by means of a resolution of the general meeting of its members adopted in the manner required for the amendment of these articles of association.

 

4.2                                The Corporation may establish offices and branches, either in the Grand Duchy of Luxembourg or abroad by decision of the board of managers.

 

4.3                                In the event that extraordinary political, economic or social developments occur or are imminent, that would interfere with the normal activities of the Corporation at its registered office or with the ease of communications with such office, the registered office may be temporarily transferred abroad, until the complete cessation of these abnormal circumstances; such temporary measures will have no effect on the nationality of the Corporation, which, notwithstanding the temporary transfer of its registered office, will remain a Luxembourg corporation.

 

TITLE II: CAPITAL — UNITS

 

ART. 5 - CAPITAL - UNITS

 

5.1                                The Corporation’s corporate capital is set at USD 320,077,353. (three hundred twenty million seventy seven thousand three hundred and fifty three US dollars) represented by 320,077,353 (three hundred twenty million seventy seven thousand three hundred and fifty three) units in registered form with a par value of USD 1. (one US dollar) each.

 

5.2                                All the units are fully paid up.

 

ART. 6 - INCREASE AND REDUCTION OF CAPITAL

 

The corporate capital of the Corporation may be increased or reduced in one or several times, by a resolution of the general meeting of members, adopted in the manner required for the amendment of these articles.

 

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ART. 7 - TRANSFER OF UNITS

 

7.1                                Units are freely transferable among members.

 

7.2                                In case of a sole member, the units are freely transferable to non members. In case of plurality of members, units may be transferred to non members provided such transfer complies with the requirements set forth in article 189 of the Law, namely has been authorized by the general meeting of members representing at least three quarters (3/4) of the capital of the Corporation.

 

7.3                                The transfer of units will only be binding upon the Corporation or third parties following a notification to, or acceptance by the Corporation as provided in article 1690 of the civil code.

 

7.4                                The Corporation may purchase its own units.

 

ART. 8 - FORM OF UNITS - MEMBERS’ REGISTER

 

8.1                                Units are in registered form.

 

8.2                                A members’ register will be kept at the registered office of the Corporation in accordance with the provisions of the Law and may be examined by each member who so requires.

 

8.3                                The ownership of the registered units will result from the inscription in the members’ register.

 

TITLE III: ADMINISTRATION - MANAGEMENT - REPRESENTATION

 

ART. 9 - BOARD OF MANAGERS

 

9.1                                The Corporation shall be managed by a board of managers composed, at least, of four managers, who do not need to be members and who will be appointed pursuant to a resolution of the general meeting of members.

 

9.2                                The managers are appointed and removed ad nutum pursuant to a decision of the general meeting of members, which determines their powers, compensation and duration of their mandates reserved the faculty attributed to the board of managers to proceed by way of cooptation in order to replace resigning or deceased board members. The managers shall hold office until their successors are appointed.

 

ART. 10 - POWER OF THE BOARD OF MANAGERS

 

10.1                         All powers not expressly reserved by the Law or the present articles of association to the general meeting of members fall within the competence of the board of managers, which shall have all powers to carry out and approve all acts and operations consistent with the Corporation object.

 

10.2                         To the extent permitted by the Law, the board of managers may sub delegate powers for specific tasks to one or several ad hoc agents. The board of managers will determine the agent’s

 

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responsibilities and remunerations (if any), the duration of the period of representation and any other relevant conditions of his agency.

 

10.3                         The agent so appointed shall in any case be revocable ad nutum .

 

ART. 11 - PROCEDURE

 

11.1                         The board of managers shall meet in Luxembourg as often as the Corporation’s interest so requires or upon call of any manager. The board of managers shall meet at least annually in Luxembourg. The board of managers may choose from among its members a chairman. It may also choose a secretary, who does not need to be a manager, who shall be responsible for keeping the minutes of the meetings of the board of managers and of the members.

 

11.2                         Written notice of any meeting of the board of managers shall be given to all managers at least ten (10) working days in advance of the hour set for such a meeting, except in circumstances of emergency in which case the nature of such circumstances shall be set forth in the notice of the meeting. This notice may be waived by the consent in writing or by cable, telegram, telex or telefax, or by email of each manager. Separate notice shall not be required for individual meetings held at times and places prescribed in a schedule previously adopted by resolution of the board of managers. No such notice is required if all the managers of the Corporation are present or represented at the meeting and if they state to have been duly informed, and to have full knowledge of the agenda of the meeting.

 

11.3                         The board of managers’ meeting may exceptionally be held by means of telephone conference or videoconference. The participation in a meeting by these means is deemed equivalent to a participation in person at such meeting.

 

11.4                         Any manager may act at any meeting of the board of managers by appointing in writing or by cable, telegram, telex or telefax, or by email another manager as his proxy. In case there is only one manager present at the board meeting, this manager is allowed to appoint a secretary, who needs not to be manager, in order to assist him by holding the board meeting. Votes may also be cast in writing or by cable, telegram, telex or telefax, or by email.

 

11.5                         The board of managers can validly deliberate and act only if, at least, all the managers but one are present or represented. Decisions shall be taken unanimously by all the managers present or represented.

 

11.6                         Resolutions in writing approved and signed by all managers shall have the same effect as resolutions voted at the managers’ meetings. Such signatures may appear on a single document or on multiple copies of an identical resolution and may be evidenced by letter or telefax.

 

11.7                         The minutes of any meeting of the board of managers shall be signed by the chairman or, in his absence, by the chairman pro tempore who presided at such meeting. Copies or extracts of such minutes which may be produced in judicial proceedings or otherwise shall be signed by the chairman, by the secretary or by two managers.

 

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ART. 12 - REPRESENTATION

 

The Corporation shall be bound by the joint signature of any two managers for the day to day business of the Corporation, except the disposition of the major assets of the Corporation or by the sole or joint signature of any person or persons to whom such signatory power shall have been delegated by the board of managers.

 

ART. 13 - LIABILITY OF THE MANAGERS

 

In the execution of their mandate, the managers are not held personally responsible for the obligations of the Corporation. As agents of the Corporation, they are responsible for the correct performance of their duties.

 

TITLE IV: GENERAL MEETINGS OF MEMBERS

 

ART. 14 - POWERS AND VOTING RIGHTS

 

14.1                         Any regularly constituted meeting of members of the Corporation shall represent the entire body of members of the Corporation. It shall have the power to ratify all acts relating to the operations of the Corporation.

 

14.2                         Except as otherwise required by Law, resolutions at a meeting of members duly convened will be passed by a simple majority of those present and voting.

 

14.3                         The capital and other provisions of these articles of incorporation may, at any time, be changed by a sole member or majority of members representing at least three quarters (3/4) of the capital. The members may change the nationality of the Corporation by a unanimous decision. If all of the members are present or represented at a meeting of members, and if they state that they have been informed of the agenda of the meeting, the meeting may be held without prior notice or publication.

 

14.4                         Each unit entitles its holder to one vote in ordinary and extraordinary general meetings.

 

14.5                         The Corporation will recognize only one holder per unit; in case a unit is held by more than one person, the Corporation has the right to suspend the exercise of all rights attached to that unit until one person has been appointed as the sole owner in relation to the Corporation.

 

14.6                         Each unit gives right to one fraction of the assets and profits of the Corporation in direct proportion to its relationship with the number of units in existence. If the Corporation has only one member, this sole member exercises all the powers of the general meeting.

 

14.7                         The decisions of the sole member are recorded in minutes or drawn up in writing.

 

14.8                         Also, contracts entered into between the sole member and the Corporation represented by him are recorded on minutes or drawn up in writing. Nevertheless, this latter provision is not applicable to current operations entered into under normal conditions.

 

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ART. 15 - ANNUAL GENERAL MEETING

 

An annual general meeting of members approving the annual accounts shall be held annually within six months after the close of the accounting year at the registered office of the Corporation or at such other place as may be specified in the notice of the meeting.

 

ART. 16 - ACCOUNTING YEAR

 

The accounting year of the Corporation shall begin on the first of January of each year and shall terminate on the thirty first of December, with the exception of the first accounting year, which shall begin on the date of the formation of the Corporation and shall terminate on the thirty first of December of the year two thousand ten .

 

ART. 17 - ANNUAL ACCOUNTS AND ALLOCATION OF PROFITS

 

17.1                         The annual accounts are drawn up by the board of managers as at the end of each accounting year and will be at the disposal of the members at the registered office of the Corporation.

 

17.2                         Out of the annual net profits of the Corporation, five per cent (5%) shall be placed into the legal reserve account. This deduction ceases to be compulsory when the reserve amounts to ten per cent (10%) of the capital of the Corporation. The general meeting of members, upon recommendation of the board of managers, will determine how the annual net profits will be disposed of.

 

Interim dividends may be distributed, at any time, under the following conditions:

 

1.                                       Interim accounts are established by the board of managers,

 

2.                                       These accounts show a profit including profits carried forward,

 

3.                                       The decision to pay interim dividends is taken by an extraordinary general meeting of the members,

 

4.                                       The payment is made once the Corporation has obtained the assurance that the rights of the significant creditors of the Corporation are not threatened.

 

TITLE V: DISSOLUTION — LIQUIDATION

 

ART. 18 - DISSOLUTION - LIQUIDATION

 

18.1                         In the event of dissolution of the Corporation, liquidation shall be carried out by one or several liquidators (who may be physical persons or legal entities) appointed by the meeting of members effecting such dissolution and which shall determine their powers and their compensation.

 

18.2                         The power to amend the articles of association, if so justified by the needs of the liquidation, remains with the general meeting of the members.

 

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18.3                         The power of the managers will come to an end by the nomination of the liquidator(s). After the payment of all debts and liabilities of the Corporation or deposit of any funds to that effect, the surplus will be paid to the member, or in case of a plurality of members, the members in proportion to the units held by each member in the Corporation.

 

ART. 19 - GENERAL PROVISION

 

All matters not governed by these articles of incorporation shall be determined in accordance with the Law.

 

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SUIT LA TRADUCTION FRANCAISE DU TEXTE QUI PRECEDE:

 

TITLE I: NOM-DUREE-SIEGE SOCIAL-OBJET

 

ART. 1 - NOM

 

Il est forme une société à responsabilité limitée sous la dénomination “KG FAR EAST (LUXEMBOURG) Sàrl”, (ci-après la “Société”), qui sera régie par les présents statuts et les lois relatives à une telle entité, et en particulier la loi du 10 août 1915 relative aux sociétés commerciales, telle que modifiée (ci-après la « Loi »).

 

ART. 2 - OBJET

 

2.1                                La Société a pour objet l’acquisition, la gestion, le développement et la cession de prise de participations dans toute entreprise luxembourgeoise ou étrangère sous quelque forme que ce soit. La Société pourra en particulier acquérir par souscription, achat, échange ou de toute manière toutes sortes d’actions cotées, actions simples et d’autres titres participatifs, bonds, obligations, certificats de dépôt ou d’autres instruments de crédit et plus généralement tous titres et instruments financiers émis par des entités privées ou publiques.

 

2.2                                La Société pourra emprunter sous toutes les formes, sauf par voie d’émission publique. Elle pourra émettre par voie d’émission privée seulement, effets, obligations et titres de créances et tout autre type de dette et/ou de titre de participation. La Société pourra aussi faire des prêts et accorder toute sorte de support, prêts, avances et garanties a d’autres Sociétés dans lesquelles elle a un intérêt direct ou indirect. Elle pourra aussi donner des garanties et accorder des garanties a l’égard de tiers pour garantir ses obligations ou les obligations de ses filiales, de Sociétés affiliées ou toutes autres Sociétés. La Société pourra de plus gager, transférer, grever ou créer d’autres types de garanties sur des parties de ses actifs. En outre, la Société pourra acquérir et céder toute autre sorte de titre par voie de souscription, achat, échange, vente ou par tout autre moyen. La Société pourra détenir des participations dans des associations. Elle pourra également acquérir, développer et céder des brevets, licences ou tout autre bien matériel, ainsi que les droits en dérivant ou les complétant. De plus, la Société pourra acquérir, gérer, développer et céder des propriétés immobilières situées au Luxembourg ou à l’étranger, et elle pourra louer ou disposer de bien meuble.

 

2.3                                De manière générale, la Société pourra procéder a toutes opérations commerciales et financières dans les domaines de l’acquisition de titres ou de biens immobiliers, qui sont de nature à développer et compléter l’objet social ci-dessus.

 

ART. 3 - DUREE

 

3.1                                La Société est constituée pour une durée illimitée.

 

3.2                                La Société pourra être dissoute a tout moment par une décision de l’assemblée d’associes adoptée dans les conditions requises pour modifier les présents statuts.

 

3.3                                L’existence de la Société ne prend pas fin par l’incapacité, la banqueroute, l’insolvabilité ou tout autre évènement similaire affectant un ou plusieurs associés.

 

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ART. 4 - SIEGE SOCIAL

 

4.1                                Le siège social est établi dans la ville de Luxembourg. Le siège social pourra être transféré dans la ville de Luxembourg par décision du conseil de gérance. Il pourra également être transféré en tout autre endroit du Grand-Duché de Luxembourg par une délibération de l’assemblée générale des associes délibérant comme en matière de modification des statuts.

 

4.2                                La Société pourra établir des bureaux et des succursales tant au Grand-Duché de Luxembourg qu’a l’étranger, par décision du conseil de gérance.

 

4.3                                Dans l’hypothèse d’évènements extraordinaires d’ordre politique, économique ou social de nature à compromettre l’activité normale de la Société au siège social ou la communication aisée avec ce siège ou de ce siège avec l’étranger se sont produits ou sont imminents, il pourra être procédé au transfert provisoire du siège social à l’étranger jusqu’à cessation complète de ces circonstances anormales, ces mesures provisoires n’auront toutefois aucun effet sur la nationalité de la Société, laquelle nonobstant ce transfert du siège social statutaire, restera luxembourgeoise.

 

TITLE II: CAPITAL SOCIAL - PARTS SOCIALES

 

ART. 5 - CAPITAL SOCIAL

 

5.1                                Le capital social de la Société est fixe à USD 320.077.353, (trois cent vingt millions soixante-dix-sept mille trois cent cinquante-trois US dollars) représenté par 320.077.353 (trois cent vingt millions soixante-dix-sept mille trois cent cinquante-trois) parts sociales sous forme nominative, ayant une valeur de USD 1, (un US dollar) chacune.

 

5.2                                Toutes les parts sociales ont été entièrement libérées.

 

ART. 6 - AUGMENTATION ET REDUCTION DU CAPITAL

 

Le capital social de la Société peut être augmente ou réduit a une ou plusieurs reprises, par résolution de l’assemblée générale des associes délibérant comme en matière de modification des statuts.

 

ART. 7 - TRANSFERT DES PARTS

 

7.1                                Les parts sociales sont librement cessibles entre associes.

 

7.2                                En cas d’associe unique les parts sociales sont librement cessibles a des non associes. En cas de pluralité d’associes le transfert de parts sociales peut être effectue envers des non associes à condition que ce transfert respecte les règles de l’article 189 de la Loi, c’est à dire qu’il a été autorisé au préalable par l’assemblée générale des associes représentant au moins trois quarts (3/4) du capital social.

 

7.3                                Le transfert de parts sociales ne sera opposable à la Société ou aux tiers que suite à la notification à la Société ou l’acceptation par la Société telles que prévue par l’article 1690 du code civil.

 

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7.4                                La Société pourra acquérir ses propres parts sociales.

 

ART. 8 - FORME DES PARTS SOCIALES - REGISTRE DES ASSOCIES

 

8.1                                Les parts sociales sont nominatives.

 

8.2                                Un registre des parts sociales sera détenu au siège social de la Société conformément a la Loi et pourra être examine par tout associe qui le demande.

 

8.3                                La propriété des parts nominatives résultera de l’inscription dans le registre des parts sociales.

 

TITLE III: ADMINISTRATION - GERANCE — REPRESENTATION

 

ART. 9 - CONSEIL DE GERANCE

 

9.1                                La Société est gérée par un conseil de gérance, compose, au moins, de quatre gérants, qui n’ont pas besoin d’être des associes et qui seront nommés par résolution de l’assemblée générale des associes.

 

9.2                                Les gérants sont nommés et révoqués ad nutum par une décision de l’assemblée générale des associes, qui détermine également leurs pouvoirs, rémunération ainsi que la durée de leur mandat, sous réserve du pouvoir accorde au conseil de gérance de procéder au remplacement des gérants démissionnaires ou décédés par voie de cooptation. Les gérants sont maintenus en fonctions jusqu’à ce que leurs successeurs soient nommés.

 

ART. 10 - POUVOIRS DU CONSEIL DE GERANCE

 

10.1                         Tous les pouvoirs que la Loi ou les présents statuts ne réservent pas expressément à la décision des associes, relèvent de la compétence du conseil de gérance, qui est investi des pouvoirs les plus larges pour passer tous actes et effectuer les opérations conformément à l’objet social.

 

10.2                         Dans les limites permises par la Loi, le conseil de gérance est autorisé à déléguer ses pouvoirs pour des taches spécifiques a un ou plusieurs agents ad hoc. Le conseil de gérance déterminera les responsabilités et la rémunération (si c’est le cas), la durée de la représentation et toute autre condition appropriée de la fonction d’agent.

 

10.3                         L’agent nomme sera dans tous les cas révocable ad nutum.

 

ART. 11 - PROCEDURE

 

11.1                         Le conseil de gérance se réunira à Luxembourg aussi souvent que l’intérêt de la Société le requière ou sur convocation par un gérant. Le conseil de gérance se réunira au moins une fois par an à Luxembourg. Le conseil de gérance pourra choisir en son sein un président. Il pourra également choisir un secrétaire qui n’a pas besoin d’être gérant et qui sera en charge de la tenue des minutes des réunions du conseil de gérance et des assemblées générales des associes.

 

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11.2                         Tout gérant doit être convoque par une convocation écrite au moins dix (10) jours avant la tenue du conseil de gérance, à moins qu’un délai de convocation plus bref ne soit impose par le caractère d’urgence des affaires en cause, lequel sera dans ce cas décrit dans la convocation. Il peut être passe outre cette convocation avec l’accord écrit, par télécopieur, par câble, par télégramme, par télex ou par e-mail de chaque gérant. Aucune convocation spéciale n’est requise pour les réunions se tenant à une date, a une heure et a un endroit détermine dans une résolution préalablement prise par le conseil de gérance. Une telle convocation n’est pas requise si tous les gérants sont présents ou représentés lors de la réunion et qu’ils constatent qu’ils ont été bien informes et qu’ils ont pleine connaissance de l’ordre du jour de la réunion.

 

11.3                         Le conseil de gérance pourra se tenir exceptionnellement par voie de téléconférence ou vidéoconférence. La participation à une réunion par ces moyens sera équivalente a une participation en personne.

 

11.4                         Tout gérant pourra se faire représenter a toute réunion du conseil de gérance en désignant par écrit ou par téléfax ou par e-mail un autre gérant. Pour le cas où un seul gérant serait présent a une réunion du conseil de gérance, ce gérant est autorisé à nommer un secrétaire, qui peut ne pas être un gérant, pour l’assister dans la tenue de la réunion du conseil de gérance. Les votes peuvent également être exprimes par écrit, par câble, télégramme, télex, télécopieur ou par email.

 

11.5                         Le conseil de gérance ne peut valablement délibérer que si, au moins, a l’exception d’un, tous ses membres sont présents ou représentés. Les décisions seront prises à l’unanimité des gérants présents ou représentés.

 

11.6                         Les résolutions écrites, approuvées et signées par tous les gérants ont les mêmes effets que les résolutions votées lors d’une réunion du conseil de gérance. De telles signatures peuvent apparaitre sur un seul document ou sur plusieurs copies de la même résolution et peuvent être prouvées par des lettres ou des téléfax.

 

11.7                         Les minutes de chacune des réunions du conseil de gérance doivent être signées par le Président ou en son absence par le Président intérimaire qui préside une telle réunion. Les copies ou extraits des procès-verbaux destines à servir en justice ou ailleurs seront signes par le Président, le Secrétaire ou par deux gérants.

 

ART. 12 - REPRESENTATION

 

La Société est engagée par la signature conjointe de deux gérants pour les affaires relevant de la gestion journalière de la Société, a l’exception de tout acte de disposition des actifs majeures de la Société ou la signature unique ou conjointe de toute(s) personne(s) a qui un tel pouvoir de signature a été délégué par le conseil de gérance.

 

ART. 13 - RESPONSABILITE DES GERANTS

 

Les gérants ne contractent en raison de leur fonction aucune obligation personnelle relativement aux engagements régulièrement pris par eux au nom de la Société. Simples mandataires, ils ne sont responsables que de l’exécution de leur mandat.

 

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TITLE IV: ASSEMBLEE GENERALE DES ASSOCIES

 

ART. 14 - POUVOIRS ET DROITS DE VOTES

 

14.1                         Toute assemblée d’associes de la Société valablement constituée représentera l’ensemble des associes de la Société. Elle aura le pouvoir de ratifier tous les actes en relation avec les opérations de la Société.

 

14.2                         Sauf exception légale, les décisions des assemblées des associes valablement convoquées seront prises à la majorité simple des associes présents et votants.

 

14.3                         Le capital social et les autres dispositions de ces statuts pourront être modifies à tout moment par l’associe unique ou par une majorité des associes représentant les trois quarts (3/4) du capital social. Néanmoins le changement de nationalité de la Société requiert l’unanimité des voix des associes. Si tous les associes sont présents ou représentés à une assemblée des associes et s’ils précisent qu’ils ont tous été informes de l’ordre du jour de l’assemblée, l’assemblée pourra se tenir sans convocation ou publication préalable.

 

14.4                         Chaque part sociale donne droit à une voix au sein des assemblées générales ordinaires et extraordinaires.

 

14.5                         La Société ne reconnait qu’un seul détenteur par part sociale ; dans l’hypothèse ou une part sociale est détenue par plusieurs personnes, la Société a le droit de suspendre l’exercice des droits attaches a cette part jusqu’à ce qu’une personne ait été désignée comme le seul propriétaire de cette part sociale vis-à-vis de la Société.

 

14.6                         Chaque part sociale donne droit à une fraction des actifs et des bénéfices de la Société en proportion directe avec le nombre de parts sociales en circulation. Dans l’hypothèse où il n’y a qu’un seul associe, celui-ci exerce tous les pouvoirs de l’assemblée générale des associes.

 

14.7                         Les décisions de l’associe unique sont établies sous la forme de minutes ou dressées par écrit.

 

14.8                         De plus, les contrats passes entre l’associe unique et la Société représentée par l’associe unique, seront établis sous la forme de minutes ou dressées par écrit. Cependant, cette dernière hypothèse n’est pas applicable aux opérations courantes passées a des conditions normales.

 

ART. 15 - ASSEMBLEE GENERALE ANNUELLE

 

Une assemblée générale annuelle des associes se réunira une fois par an pour l’approbation des comptes annuels, elle se tiendra dans les six mois de la clôture de l’exercice social au siège de la Société ou en tout autre lieu à spécifier dans la convocation de cette assemblée.

 

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ART. 16 - ANNEE SOCIALE

 

L’année sociale commence le premier janvier de chaque année et finit le trente et un décembre de la même année, a l’exception du premier exercice social qui débutera à la date de création de la Société et se terminera le trente et un décembre deux mille dix.

 

ART. 17 - COMPTES ANNUELS ET ALLOCATION DES BENEFICES

 

17.1                         Les comptes annuels sont préparés par le conseil de gérance a l’issue de chaque exercice social et sont tenus à la disposition des associes au siège social de la Société.

 

17.2                         Il est prélevé cinq pour cent (5%) sur le bénéfice annuel net de la Société pour la constitution d’une réserve légale. Ce prélèvement cesse d’être obligatoire lorsque le montant des réserves atteint dix pour cent (10%) du capital social. L’assemblée générale des associes, sur recommandation du conseil de gérance, déterminera l’allocation des bénéfices annuels nets.

 

Des dividendes intérimaires pourront être distribues à tout moment sous les conditions suivantes:

 

1.                                       des comptes intérimaires seront établis par le conseil de gérance,

 

2.                                       ces comptes feront état d’un bénéfice incluant les bénéfices reportes,

 

3.                                       la décision de payer un dividende intérimaire sera prise par une assemblée extraordinaire des associes,

 

4.                                       le paiement sera effectué après que la Société aura obtenu la garantie que les droits des créanciers importants de la Société ne sont pas menaces.

 

TITLE V: DISSOLUTION ET LIQUIDATION

 

ART. 18 - DISSOLUTION ET LIQUIDATION

 

18.1                         Au moment de la dissolution de la Société, la liquidation sera assurée par un ou plusieurs liquidateurs (qui pourront être des personnes physiques ou morales), nommes par l’assemblée des associes qui déterminera leurs pouvoirs et rémunérations.

 

18.2                         Le pouvoir de modifier les statuts, si nécessaire pour les besoins de la liquidation, reste une prérogative de l’assemblée générale des associes.

 

18.3                         Les pouvoirs des gérants cesseront par la nomination du(es) liquidateur(s). Après le paiement de toutes les dettes et tout le passif de la Société ou du dépôt des fonds nécessaires a cela, le surplus sera verse à l’associe unique ou en cas de pluralité d’associe le surplus sera verse à chaque associe en proportion du nombre de ses parts.

 

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ART. 19 - DISPOSITIONS GENERALES

 

Tout ce qui ne fait pas l’objet d’une prévision spécifique par les présents statuts sera régi par la Loi.

 

POUR COPIE CONFORME

 

Luxembourg, le 17 avril 2018

 

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Exhibit 3.8

Amendment to the Articles of Association in the Dutch and English language of: Red Back Mining B.V. 24 March 2015 Loyens & Loeff N.V. Blaak 31, 3011 GA Rotterdam Postbus 2888, 3000 CW Rotterdam Tel.: 010 2246 224 Fax: 010 412 58 39 www.loyensloeff.com

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LOYENSLLOEFF 1111 18100873 GvE/HV/5146325 40056067 STATUTENWIJZIGING (Red Back Mining B.V.) Op vierentwintig maart tweeduizend vijftien is voor mij, mr. Gerard Cornelis van Eck, - notaris met plaats van vestiging Rotterdam, verschenen: ­ mr. Helene Barbara Maria Verhoeven, geboren te Tilburg op vijftien augustus ­ negentienhonderd vijfenzeventig, met kantooradres Blaak 31, 3011 GA Rotterdam.­ De comparant heeft het volgende verklaard: ­ de algemene vergadering van Red Back Mining B.V., een besloten vennootschap­ met beperkte aansprakelijkheid, statutair gevestigd te Amsterdam en met adres: Zuid­ Hollandlaan 7, 2596 AL 's-Gravenhage, ingeschreven in het handelsregister onder­ nummer 34107768 (vennootschap), heeft op twaalf maart tweeduizend vijftien -­ besloten de statuten van de vennootschap te wijzigen en geheel opnieuw vast te -­ stellen, alsmede om de comparant te machtigen deze akte te doen passeren. Van­ deze besluitvorming blijkt uit een aandeelhoudersbesluit dat in kopie aan deze akte is - gehecht (Bijlaqe). ­ De statuten van de vennootschap zijn laatstelijk gewijzigd bij akte op zevenentwintig­ september tweeduizend zeven verleden voor mr. Pieter Gerard van Druten, notaris te­ Amsterdam, terzake waarvan een ministeriele verklaring van geen bezwaar werd -­ verleend op eenentwintig september tweeduizend zeven, onder nummer B.V. 1003768.­ Ter uitvoering van voormeld besluit tot statutenwijziging worden de statuten van de­ vennootschap hierbij gewijzigd en geheel opnieuw vastgesteld als volgt. ­ STATUTEN:1. 1.1 Begripsbepalingen In deze statuten wordt verstaan onder: ­ aandeel: een aandeel in het kapitaal van de vennootschap; ­ aandeelhouder: een houder van een of meer aandelen; ­ algemene vergadering: het vennootschapsorgaan bestaande uit ­ stemgerechtigde aandeelhouders, en vruchtgebruikers en pandhouders aan - wie het stemrecht op aandelen toekomt, dan wei een bijeenkomst van­ vergadergerechtigden (al naar gelang het geval); ­ belet: belet als bedoeld in artikel 2:244 lid 4 van het Burgerlijk Wetboek, ­ waaronder begrepen de situatie dat de betreffende persoon schriftelijk heeft­ aangegeven dat sprake is van belet gedurende een bepaalde periode; ­ directie: het bestuur van de vennootschap; ­ gegadigden: heeft de betekenis zeals daaraan toegekend in artikel 9.4; ­ schriftelijk: bij brief, telefax, e-mail, of door een op andere wijze langs 

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LOY ENS lLOEFF 2111 18100873 elektronische weg toegezonden leesbaar en reproduceerbaar bericht, mits de­ identiteit van de verzender met afdoende zekerheid kan worden vastgesteld; - vennootschapsorgaan: de directie of de algemene vergadering; ­ vergadergerechtigde: een aandeelhouder en een vruchtgebruiker of­ pandhouder aan wie het stemrecht op een of meer aandelen en/of­ vergaderrecht toekomt; ­ vergaderrecht: het recht om, in persoon of bij schriftelijk gevolmachtigde, de­ algemene vergadering bij te wonen en daar het woord te voeren, en de overige rechten die de wet toekent aan houders van certificaten van aandelen waaraan vergaderrecht is verbonden; ­ verzoeker: heeft de betekenis zoals daaraan toegekend in artikel 9.2. Verwijzingen naar artikelen verwijzen naar artikelen van deze statuten, tenzij - het tegendeel blijkt. NaamenzetelDe naam van de vennootschap is: Red Back Mining B.V. De vennootschap is gevestigd te Amsterdam.Doei­ 1.2 2. 2.1 2.2 3. De vennootschap heeft ten doel: (a) het oprichten van, het op enigerlei wijze deelnemen in, het besturen van en het toezicht houden op ondernemingen en vennootschappen; het financieren van ondernemingen en vennootschappen; het lenen, uitlenen en bijeenbrengen van gelden daaronder begrepen, het -­ uitgeven van obligaties, schuldbrieven of andere waardepapieren, alsmede het aangaan van daarmee samenhangende overeenkomsten; het verstrekken van adviezen en het verlenen van diensten aan ­ ondernemingen en vennootschappen waarmee de vennootschap in een groep­ is verbonden en aan derden; het verstrekken van garanties, het verbinden van de vennootschap en het -­ bezwaren van activa van de vennootschap voor verplichtingen van de ­ vennootschap, groepsmaatschappijen en/of derden; het verkrijgen, beheren, exploiteren en vervreemden van registergoederen en­ van vermogenswaarden in het algemeen; het verhandelen van valuta, effecten en vermogenswaarden in het algemeen; - het exploiteren en verhandelen van patenten, merkrechten, vergunningen, -­ know how en andere intellectuele en industriele eigendomsrechten; het verrichten van aile soorten industriele, financiele en commerciele activiteiten, ­ (b) (c) (d) (e) (f) (g) (h) (i) en al hetgeen met vorenstaande verband houdt of daartoe bevorderlijk kan zijn, alles­ in de ruimste zin van het woord. 4. 4.1 4.2 5. KapitaalHet nominale bedrag van elk van de aandelen bedraagt een euro (EUR 1). Aile aandelen luiden op naam. Aandeelbewijzen worden niet uitgegeven. Register­ De directie houdt een register, waarin worden opgenomen de namen en adressen 

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LOYENSfLOEFF 3111 18100873 van aile aandeelhouders, pandhouders en vruchtgebruikers aan wie vergaderrecht is - toegekend.6. 6.1 Uitgifte aandelen Uitgifte van aandelen geschiedt krachtens besluit van de algemene ­ vergadering. De algemene vergadering kan haar bevoegdheid hiertoe ­ overdragen aan de directie en kan deze overdracht herroepen. Bij het besluit tot uitgifte van aandelen worden de uitgifteprijs en de verdere -­ voorwaarden van uitgifte bepaald. ledere aandeelhouder heeft bij uitgifte van aandelen een voorkeursrecht naar­ evenredigheid van het gezamenlijke nominale bedrag van zijn aandelen, ­ behoudens de wettelijke beperkingen en het bepaalde in artikel 6.4. Het voorkeursrecht kan, telkens voor een enkele uitgifte, worden beperkt of-­ uitgesloten bij besluit van het tot uitgifte bevoegde vennootschapsorgaan. Het hiervoor in dit artikel 6 bepaalde is van overeenkomstige toepassing op het verlenen van rechten tot het nemen van aandelen, maar is niet van toepassing - op het uitgeven van aandelen aan iemand die een voordien reeds verkregen­ recht tot het nemen van aandelen uitoefent. Voor uitgifte van een aandeel is voorts vereist een daartoe bestemde ten-­ overstaan van een notaris met plaats van vestiging in Nederland verleden akte­ waarbij de betrokkenen partij zijn. Bij uitgifte van elk aandeel moet daarop het gehele nominale bedrag worden­ gestort.Eigen aandelen en kapitaalvermindering Verkrijging van volgestorte eigen aandelen of certificaten geschiedt krachtens­ besluit van de directie, waarbij voor een besluit tot verkrijging anders dan om -­ niet goedkeuring van de algemene vergadering is vereist. De algemene vergadering kan besluiten tot vermindering van het geplaatste­ kapitaal van de vennootschap. Levering aandelen Voor de levering van een aandeel is vereist een daartoe bestemde ten ­ overstaan van een notaris met plaats van vestiging in Nederland verleden akte­ waarbij de betrokkenen partij zijn. Behoudens in het geval dat de vennootschap zelf bij de rechtshandeling partij­ is, kunnen de aan een aandeel verbonden rechten eerst worden uitgeoefend-­ nadat de vennootschap de rechtshandeling heeft erkend of de akte aan haar is betekend, overeenkomstig hetgeen in de wet is bepaald. Blokkeringsregeling (goedkeuring algemene vergadering) Een overdracht van een of meer aandelen kan slechts plaatsvinden met­ inachtneming van hetgeen hierna in dit artikel 9 is bepaald, tenzij (i) aile­ aandeelhouders schriftelijk goedkeuring voor de voorgenomen overdracht ­ hebben verleend, welke goedkeuring alsdan voor een periode van drie ­ maanden geldig is, of (ii) de desbetreffende aandeelhouder krachtens de wet - tot overdracht van zijn aandelen aan een eerdere aandeelhouder verplicht is. - Een aandeelhouder die een of meer aandelen wenst over te dragen ­ (verzoeker) behoeft daarvoor de goedkeuring van de algemene vergadering. - 6.2 6.3 6.4 6.5 6.6 6.7 7. 7.1 7.2 8. 8.1 8.2 9. 9.1 9.2

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4111 18100873 LOYENSJLLOEFF Het verzoek om goedkeuring wordt gedaan door middel van een kennisgeving - gericht aan de directie, onder opgave van het aantal aandelen dat de verzoeker wenst over te dragen en de persoon of personen aan wie hij die aandelen -­ wenst over te dragen. De directie is verplicht om ter behandeling van het ­ verzoek tot goedkeuring een algemene vergadering bijeen te roepen en te -­ doen houden binnen zes weken na ontvangst van het verzoek. Bij de oproeping tot de vergadering wordt de inhoud van het verzoek vermeld. lndien de algemene vergadering de gevraagde goedkeuring verleent, mag de­ verzoeker tot drie maanden nadien de desbetreffende aandelen, en niet slechts een deel daarvan, vrijelijk overdragen aan de persoon of personen die daartoe­ in het verzoek om goedkeuring waren genoemd. lndien: 9.3 9.4 (a) door de algemene vergadering omtrent het verzoek tot goedkeuring geen besluit is genomen binnen zes weken nadat het verzoek door de directie­ isontvangen;ofde gevraagde goedkeuring is geweigerd zonder dat de algemene ­ vergadering gelijktijdig met de weigering aan de verzoeker opgave doet­ van een of meer personen die bereid zijn al de aandelen waarop het -­ verzoek tot goedkeuring betrekking heeft tegen contante betaling te -­ kopen (gegadigden), (b) wordt de gevraagde goedkeuring geacht te zijn verleend en wei, in het onder­ (a) bedoelde geval, op de laatste dag van de daarin genoemde termijn van zes­ weken.De aandelen waarop het verzoek tot goedkeuring betrekking heeft, kunnen -­ door de gegadigden worden gekocht tegen een prijs, die wordt vastgesteld -­ door de verzoeker en de gegadigden in onderling overleg of door een of meer­ door hen gezamenlijk aan te wijzen deskundigen. lndien zij over de prijs of de­ deskundige(n) geen overeenstemming bereiken, wordt de prijs vastgesteld -­ door drie onafhankelijke deskundigen, van wie een aan te wijzen door de-­ verzoeker, een door de gegadigde(n) en de derde door de aidus benoemde­ deskundigen tezamen. De aangewezen deskundigen zijn gerechtigd tot inzage van aile boeken en bescheiden van de vennootschap en tot het verkrijgen van - aile inlichtingen waarvan kennisneming voor hun prijsvaststelling dienstig is. - Binnen een maand na vaststelling van de prijs dienen de gegadigden aan de-­ directie op te geven hoeveel van de aandelen waarop het verzoek betrekking­ heeft zij wensen te kopen; een gegadigde van wie deze opgave niet binnen­ genoemde termijn is ontvangen, wordt niet Ianger als gegadigde aangemerkt. - Na de opgave als bedoeld in de vorige volzin kan een gegadigde zich slechts­ terugtrekken met goedkeuring van de andere gegadigden. De verzoeker is bevoegd zich terug te trekken tot een maand na de dag ­ waarop hem bekend wordt aan welke gegadigde of gegadigden hij al de­ aandelen waarop het verzoek tot goedkeuring betrekking had, kan verkopen en tegen welke prijs. De verzoeker is verplicht binnen twee weken na afloop van - die termijn mee te werken aan de levering van de aandelen. lndien de­ verzoeker zich niet tijdig terugtrekt, en zijn verplichting tot overdracht niet 9.5 9.6 9.7

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5111 18100873 LOYENSL LOEFF binnen de gestelde termijn nakomt, is de vennootschap onherroepelijk ­ gemachtigd die aandelen aan de gegadigde of gegadigden te leveren. lndien - de directie daartoe overgaat, geeft zij daarvan onverwijld kennis aan de­ desbetreffende aandeelhouder. lndien de vennootschap de levering tot stand­ brengt, is de vennootschap namens de rechthebbende bevoegd tot inning van - de koopprijs, onder de verplichting deze zo spoedig mogelijk doch uiterlijk tien - (10) werkdagen na ontvangst van het door de rechthebbende opgegeven -­ rekeningnummer aan de rechthebbende door te betalen, na aftrek van de voor­ diens rekening komende kosten. Aile kennisgevingen en opgaven als bedoeld in dit artikel 9 dienen te worden - gedaan bij aangetekende brief of tegen ontvangstbewijs. De oproeping tot de­ algemene vergadering geschiedt overeenkomstig hetgeen in deze statuten is­ bepaald. Aile kosten die zijn verbonden aan de benoeming van deskundigen en hun -­ prijsvaststelling komen ten laste van: 9.8 9.9 (a) (b) de verzoeker, indien deze zich terugtrekt; de verzoeker voor de helft en de kopers voor de andere helft, indien de­ aandelen door gegadigden zijn gekocht, met dien verstande dat iedere - koper in de kosten bijdraagt in verhouding tot het aantal door hem ­ gekochte aandelen; de vennootschap in niet onder (a) of (b) genoemde gevallen. (c) 9.10 De voorgaande !eden van dit artikel 9 zijn van overeenkomstige toepassing ten aanzien van rechten tot het nemen van aandelen en voorkeursrechten. Pandrecht en vruchtgebruik Het bepaalde in artikel 8 is van overeenkomstige toepassing op de vestiging - van een pandrecht op aandelen en op de vestiging of levering van een ­ vruchtgebruik op aandelen. Het stemrecht op een aandeel kan aan de vruchtgebruiker of pandhouder worden toegekend met goedkeuring van de algemene vergadering en voorts­ met inachtneming van hetgeen in de wet is bepaald. De pandhouder of vruchtgebruiker met stemrecht heeft tevens vergaderrecht. - Vergaderrecht kan aan de vruchtgebruiker of pandhouder zonder stemrecht­ worden toegekend met goedkeuring van de algemene vergadering en voorts­ met inachtneming van hetgeen in de wet is bepaald. Directeuren De directie bestaat uit een of meer directeuren. Zowel natuurlijke personen als­ rechtspersonen kunnen directeur zijn. Directeuren worden benoemd door de algemene vergadering. ledere directeur kan te allen tijde door de algemene vergadering worden ­ geschorst en ontslagen. De bevoegdheid tot vaststelling van een bezoldiging en verdere ­ arbeidsvoorwaarden voor directeuren komt toe aan de algemene vergadering. - Taak en besluitvorming directie De directie is belast met het besturen van de vennootschap. Bij de vervulling - van hun taak richten de directeuren zich naar het belang van de vennootschap-10. 10.1 10.2 10.3 11. 11.1 11.2 11.3 11.4 12. 12.1

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6111 18100873 LOYENSLlOEFF en de met haar verbonden onderneming. Aile besluiten van de directie worden genomen met algemene stemmen in een - vergadering waarin ten minste de meerderheid van de directeuren aanwezig of vertegenwoordigd is. In de directie heeft iedere directeur ten minste een stem. Besluiten van de directie kunnen ook buiten vergadering worden genomen, -­ schriftelijk of op andere wijze, mits het desbetreffende voorstel aan aile infunctie zijnde directeuren is voorgelegd en geen van hen zich tegen deze wijze­ van besluitvorming verzet. De directie kan nadere regels vaststellen omtrent de besluitvorming en ­ werkwijze van de directie. In dat kader kan de directie onder meer bepalen met. welke taak iedere directeur meer in het bijzonder zal zijn belast. De algemene­ vergadering kan bepalen dat deze regels en taakverdeling schriftelijk moeten­ worden vastgelegd en deze regels en taakverdeling aan haar goedkeuring -­ onderwerpen.Een directeur neemt niet deel aan de beraadslaging en besluitvorming, indien - hij daarbij een direct of indirect persoonlijk belang heeft dat tegenstrijdig is met­ het belang van de vennootschap en de met haar verbonden onderneming. -­ De vorige volzin vindt geen toepassing wanneer ten aanzien van aile­ directeuren sprake is van een dergelijk persoonlijk belang. In dat geval behoudt de directie haar bevoegdheid, onverminderd het bepaalde in artikel 13.2. Goedkeuring directiebesluiten De algemene vergadering is bevoegd besluiten van de directie aan haar ­ goedkeuring te onderwerpen. Deze besluiten dienen duidelijk te worden ­ omschreven en schriftelijk aan de directie te worden meegedeeld. Een besluit van de directie tot het verrichten van een rechtshandeling ten -­ aanzien waarvan een of meer van de directeuren een direct of indirect­ persoonlijk belang hebben dat tegenstrijdig is met het belang van de­ vennootschap en de met haar verbonden onderneming, is onderworpen aan de goedkeuring van de algemene vergadering. De directie kan de rechtshandelingen als bedoeld in artikel 2:204 van het -­ Burgerlijk Wetboek verrichten zonder voorafgaande goedkeuring van de­ algemene vergadering. Het ontbreken van goedkeuring van de algemene vergadering op een besluit­ als bedoeld in dit artikel 13 tast de vertegenwoordigingsbevoegdheid van de - directie of directeuren niet aan. Vertegenwoordiging De directie is bevoegd de vennootschap te vertegenwoordigen. lndien twee of­ meer directeuren in functie zijn, komt de bevoegdheid tot vertegenwoordiging - mede toe aan twee directeuren tezamen. De directie kan functionarissen met algemene of beperkte ­ vertegenwoordigingsbevoegdheid aanstellen. Ieder van hen vertegenwoordigt­ de vennootschap met inachtneming van de begrenzing aan zijn bevoegdheid - gesteld. De titulatuur van deze functionarissen wordt door de directie bepaald. - Deze functionarissen kunnen worden ingeschreven in het Handelsregister, met. 12.2 12.3 12.4 12.5 12.6 13. 13.1 13.2 13.3 13.4 14. 14.1 14.2

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7111 18100873 LOYENSLLOEFF · vermelding van de omvang van hun vertegenwoordigingsbevoegdheid. Ontstentenis of belet directeur ­ 15. In geval van ontstentenis of belet van een directeur zijn de overblijvende directeuren - tijdelijk met het bestuur van de vennootschap belast, mits ten aanzien van ten minste­ twee directeuren geen ontstentenis of belet bestaat. In geval van ontstentenis of belet van aile directeuren, aile directeuren behoudens een, of de enige directeur, is de-­ persoon die daartoe door de algemene vergadering wordt benoemd, tijdelijk met het­ besturen van de vennootschap belast. 16. 16.1 16.2 Boekjaar en jaarrekening Het boekjaar van de vennootschap valt samen met het kalenderjaar. Jaarlijks binnen vijf maanden na afloop van het boekjaar, behoudens verlenging van deze termijn met ten hoogste zes maanden door de algemene­ vergadering op grond van bijzondere omstandigheden, maakt de directie een - jaarrekening op en legt deze voor de aandeelhouders ter inzage ten kantore­ vandevennootschap.Binnen deze termijn legt de directie ook het jaarverslag ter inzage voor de-­ aandeelhouders, tenzij artikel 2:396 lid 7 of artikel 2:403 van het Burgerlijk -­ Wetboek voor de vennootschap geldt. De jaarrekening bestaat uit een balans, een winst-en verliesrekening en een - toelichting. De jaarrekening wordt ondertekend door de directeuren. Ontbreekt de­ ondertekening van een of meer van hen, dan wordt daarvan onder opgave van - reden melding gemaakt. De vennootschap kan, en indien daartoe wettelijk verplicht, zal, aan een accountant opdracht verlenen tot onderzoek van de jaarrekening. Tot het -­ verlenen van de opdracht is de algemene vergadering bevoegd. De algemene vergadering stelt de jaarrekening vast. Ondertekening van de­ jaarrekening door de directeuren geldt niet tevens als vaststelling door de-­ algemene vergadering, ook niet indien aile aandeelhouders tevens directeur­ zijn. De algemene vergadering kan volledige of beperkte decharge verlenen aan de - directeuren voor het gevoerde bestuur. Winst en uitkeringen De algemene vergadering is bevoegd tot bestemming van de winst die door­ vaststelling van de jaarrekening is bepaald. lndien de algemene vergadering­ niet voorafgaand aan of uiterlijk direct na het besluit tot vaststelling van de-­ jaarrekening een besluit neemt tot bestemming van de winst, zal de winst -­ worden gereserveerd. De algemene vergadering is bevoegd tot vaststelling van uitkeringen. lndien de vennootschap reserves krachtens de wet moet aanhouden, geldt deze ­ bevoegdheid uitsluitend voorzover het eigen vermogen groter is dan die­ reserves. Een besluit van de algemene vergadering dat strekt tot uitkering heeft geen gevolgen zolang de directie geen goedkeuring heeft verleend. De directie mag deze goedkeuring slechts weigeren indien zij weet of redelijkerwijs behoort te voorzien dat de vennootschap na de uitkering niet zal kunnen blijven 16.3 16.4 16.5 16.6 16.7 16.8 17. 17.1 17.2

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LOYENSLLOEFF 8111 18100873 voortgaan met het betalen van haar opeisbare schulden. Algemene vergadering Tijdens ieder boekjaar wordt ten minste een algemene vergadering, de­ jaarvergadering, gehouden of wordt ten minste eenmaal overeenkomstig artikel 24 besloten. Andere algemene vergaderingen worden gehouden zo dikwijls de directie dat-nodig acht. Een of meer vergadergerechtigden die aileen of gezamenlijk ten minste een­ honderdste gedeelte van het geplaatste kapitaal van de vennootschap ­ vertegenwoordigen, kunnen aan de directie schriftelijk en onder nauwkeurige­ opgave van de te behandelen onderwerpen het verzoek richten een algemene - vergadering bijeen te roepen. lndien de directie niet de nodige maatregelen -­ heeft getroffen opdat de vergadering binnen vier weken na ontvangst van het­ verzoek kan worden gehouden, zijn de verzoekers zelf tot bijeenroeping ­ bevoegd.Oproeping en plaats Algemene vergaderingen worden bijeengeroepen door de directie. Voorts -­ kunnen algemene vergaderingen bijeengeroepen worden door personen met­ stemrechten op aandelen, tezamen vertegenwoordigende ten minste de helft­ van het geplaatste kapitaal van de vennootschap. De oproeping geschiedt niet later dan op de achtste dag voor die van de­ vergadering. Bij de oproeping worden de te behandelen onderwerpen vermeld. Een onderwerp, waarvan de behandeling niet later dan dertig dagen v66r de­ dag van de vergadering schriftelijk is verzocht door een of meer ­ vergadergerechtigden die aileen of gezamenlijk ten minste een honderdste -­ gedeelte van het geplaatste kapitaal van de vennootschap vertegenwoordigen, wordt opgenomen in de oproeping of op dezelfde wijze als de overige ­ onderwerpen aangekondigd, mits geen zwaarwichtig belang van de­ vennootschap zich daartegen verzet. De oproeping geschiedt door middel van oproepingsbrieven gericht aan de-­ adressen van de vergadergerechtigden, zoals deze zijn vermeld in het register­ bedoeld in artikel 5. Een vergadergerechtigde kan tevens worden opgeroepen - tot de vergadering door een langs elektronische weg toegezonden leesbaar en - reproduceerbaar bericht aan het adres dat door hem voor dit doel aan de-­ vennootschap bekend is gemaakt. Algemene vergaderingen worden gehouden in de gemeente waar de­ vennootschap volgens deze statuten gevestigd is. Algemene vergaderingen­ kunnen ook elders worden gehouden, mits aile vergadergerechtigden hebben - ingestemd met de plaats van de vergadering en de directeuren voorafgaand­ aan de besluitvorming in de gelegenheid zijn gesteld om advies uit te brengen.-Toegang en vergaderrecht ledere vergadergerechtigde is bevoegd de algemene vergaderingen bij te -­ wonen, daarin het woord te voeren en, voor zover hem het stemrecht toekomt, - het stemrecht uit te oefenen. Vergadergerechtigden kunnen zich ter 18. 18.1 18.2 18.3 19. 19.1 19.2 19.3 19.4 19.5 19.6 20. 20.1

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LOYENS[LOEFF 9111 18100873 2 - vergadering doen vertegenwoordigen door een schriftelijk gevolmachtigde. ledere vergadergerechtigde of zijn vertegenwoordiger die ter vergadering -­ aanwezig is, moet de presentielijst tekenen. De voorzitter van de vergadering - kan bepalen dat de presentielijst oak moet worden getekend door andere -­ personen die ter vergadering aanwezig zijn. De directeuren hebben als zodanig in de algemene vergaderingen een ­ raadgevendestem.Omtrent toelating van andere personen tot de vergadering beslist de voorzitter­ van de vergadering. Voorzitter en notulist De voorzitter van een algemene vergadering wordt aangewezen door deter­ vergadering aanwezige stemgerechtigden, met meer dan de helft van de­ uitgebrachte stemmen. Tot het moment waarop dat is gebeurd, treedt een -­ directeur als voorzitter op, dan wei, indien geen directeur ter vergadering ­ aanwezig is, de in leeftijd oudste ter vergadering aanwezige persoon. De voorzitter van de vergadering wijst voor de vergadering een notulist aan. - Notulen en aantekening van aandeelhoudersbesluiten Van het verhandelde in een algemene vergadering worden notulen gehouden-door de notulist van de vergadering. De notulen worden vastgesteld door de­ voorzitter en de notulist van de vergadering en ten blijke daarvan door hen -­ ondertekend.De directie maakt aantekening van aile door de algemene vergadering ­ genomen besluiten. lndien de directie niet ter vergadering is vertegenwoordigd, wordt door of namens de voorzitter van de vergadering een afschrift van de-­ genomen besluiten zo spoedig mogelijk na de vergadering aan de directie -­ verstrekt. De aantekeningen liggen ten kantore van de vennootschap ter inzage van de vergadergerechtigden. Aan ieder van hen wordt desgevraagd een -­ afschrift van of uittreksel uit de aantekeningen verstrekt. Besluitvorming Elk aandeel geeft recht op een stem. Voor zover de wet of deze statuten geen grotere meerderheid voorschrijven, - worden aile besluiten van de algemene vergadering genomen met meer dan de helft van de uitgebrachte stemmen. Staken de stemmen, dan is het voorstel verworpen. lndien de door de wet of deze statuten gegeven voorschriften voor het ­ oproepen en houden van algemene vergaderingen niet in acht zijn genomen, - kunnen ter vergadering aileen geldige besluiten door de algemene vergadering worden genomen, indien aile vergadergerechtigden ermee hebben ingestemd­ dat besluitvorming plaatsvindt en de directeuren voorafgaand aan de­ besluitvorming in de gelegenheid zijn gesteld advies uit te brengen. Voor aandelen die toebehoren aan de vennootschap of een ­ dochtermaatschappij en voor aandelen waarvan de vennootschap of een -­ dochtermaatschappij de certificaten houdt, kan in de algemene vergadering - geen stem worden uitgebracht. Pandhouders en vruchtgebruikers van ­ aandelen die aan de vennootschap of een dochtermaatschappij toebehoren, - 20.2 20.3 20.4 21. 21.1 21.2 22. 22.1 22.2 23. 23.1 23.2 23.3 23.4 23.5

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10111 18100873 LOY ENS )fLOEFF zijn evenwel niet van het stemrecht uitgesloten, indien het pandrecht of­ vruchtgebruik was gevestigd voordat het aandeel aan de vennootschap of die­ dochtermaatschappij toebehoorde. De vennootschap of een ­ dochtermaatschappij kan geen stem uitbrengen voor een aandeel waarop zij - een pandrecht of een recht van vruchtgebruik heeft. Besluitvorming buiten vergadering Besluitvorming van aandeelhouders kan op andere wijze dan in een ­ vergadering geschieden, mits aile vergadergerechtigden schriftelijk met deze­ wijze van besluitvorming hebben ingestemd. De stemmen worden schriftelijk­ uitgebracht. De directeuren worden voorafgaand aan de besluitvorming in de­ gelegenheid gesteld om advies uit te brengen. Voor de toepassing van artikel 24.1 wordt aan het vereiste van schriftelijkheid­ van de stemmen tevens voldaan indien het besluit onder vermelding van de­ wijze waarop ieder stemt schriftelijk of elektronisch is vastgelegd en door aile­ vergadergerechtigden is ondertekend. De directie maakt zodra zij van het besluit kennis heeft genomen, daarvan aantekening en voegt deze bij de aantekeningen bedoeld in artikel 22.2. Statutenwijziging ­ 24. 24.1 24.2 24.3 25. De algemene vergadering is bevoegd deze statuten te wijzigen. Wanneer in een -­ algemene vergadering een voorstel tot statutenwijziging wordt gedaan, moet zulks­ steeds bij de oproeping tot de vergadering worden vermeld. Tegelijkertijd moet een­ afschrift van het voorstel, waarin de voorgedragen wijziging woordelijk is opgenomen, ten kantore van de vennootschap ter inzage worden gelegd voor de­ vergadergerechtigden tot de afloop van de vergadering. 26. 26.1 Ontbinding en vereffening De vennootschap kan worden ontbonden door een daartoe strekkend besluit-van de algemene vergadering. Wanneer in een algemene vergadering een -­ voorstel tot ontbinding van de vennootschap wordt gedaan, moet dat bij de-­ oproeping tot de vergadering worden vermeld. In geval van ontbinding van de vennootschap krachtens besluit van de­ algemene vergadering worden de directeuren vereffenaars van het vermogen - van de ontbonden vennootschap. De algemene vergadering kan besluiten -­ andere personen tot vereffenaars te benoemen. Gedurende de vereffening blijven de bepalingen van deze statuten zo veel -­ mogelijk van kracht. Hetgeen na voldoening van de schulden van de ontbonden vennootschap is - overgebleven, wordt overgedragen aan de aandeelhouders, naar ­ evenredigheid van het gezamenlijke nominale bedrag van ieders aandelen. -­ 26.2 26.3 26.4 Siotverklaring ­ Ten slotte verklaarde de comparant nog het volgende: ­ (i) onmiddellijk voorafgaande aan het verlijden van deze akte van statutenwijziging waren directeur A van de vennootschap: ­ (a) Francois Leblanc, geboren in Pointe-Claire, Canada, op twaalf januari - negentien honderd vier en zeventig, wonende te Calle El Drago, no. 7,­ Urbanizacion Bandama, Santa-Brigida, Gran Canaria, Spanje; en

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LOYENSf LOEFF ·-11111 18100873 (b) Mikhail Ugodnikov, geboren in Omsk, Sovjet-Unie, op drie en twintig­ september negentien honderd zes en zeventig, wonende te Malaya -­ Yushunskaya 3-283, 117303 Moskou, Russische Federatie. (ii) onmiddellijk voorafgaande aan het verlijden van deze akte van statutenwijziging waren directeur B van de vennootschap: ­ Peter Dekker, geboren te 's-Gravenhage, Nederland, op vier oktober­ negentien honderd acht en veertig, wonende te Willem van ­ Beuningenlaan 6, 5261 NG Vught, Nederland; en­ Mauro Fampa Ostwald, geboren te Rio de Janeiro, Brazilie, op zeven-en twintig juli negentien honderd een en zeventig, wonende te ­ Noordeinde 157, 2514 GG 's-Gravenhage, Nederland.­ (a) (b) Met het verlijden van deze akte van statutenwijziging, zullen de statuten niet meer­ voorzien in een onderscheid tussen directeuren A en directeuren B en zullen Francois Leblanc, Mikhail Ugodnikov, Peter Dekker en Mauro Fampa Ostwald, voornoemd, - ieder de statutair bepaalde functietitel'directeur' hebben. ­ Slot­ De comparant is mij, notaris, bekend. ­ Deze akte is verleden te Rotterdam op de datum aan het begin van deze akte ­ vermeld.­ De zakelijke inhoud van deze akte is aan de comparant opgegeven en toegelicht. -­ De comparant heeft verklaard op volledige voorlezing van de akte geen prijs te ­ stellen, tijdig voor het verlijden van de inhoud daarvan te hebben kennisgenomen en - met de inhoud in te stemmen. ,,L­ Onmiddellijk na beperkte voorlezing is deze akte eerst door de comparant en d door mij, notaris, ondertekend. ,r­ (volgt ondertekening)

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1/11 18103196 LOY ENS LOEFF GvE/HV/5146325 40056067 NOTE ABOUT TRANSLATION: This document is an English translation of a document prepared in Dutch. In preparing this document, an attempt has been made to translate as literally as possible without jeopardizing the overall continuity of the text. Inevitably, however, differences may occur in translation and if they do, the Dutch text will govern by law. In this translation, Dutch legal concepts are expressed in English terms and not in their original Dutch terms. The concepts concerned may not be identical to concepts described by the English terms as such terms may be understood under the laws of other jurisdictions. AMENDMENT OF THE ARTICLES OF ASSOCIATION (Red Back Mining B.V.) This twenty-fourth day of March two thousand fifteen, there appeared before me, Gerard Cornelis van Eck, civil law notary at Rotterdam: Helene Barbara Maria Verhoeven, born in Tilburg, the Netherlands, on the fifteenth day of August nineteen hundred and seventy-five, employed at Blaak 31, 3011 GA Rotterdam, the Netherlands. The person appearing declared the following: on the twelfth day of March two thousand fifteen the general meeting of shareholders of Red Back Mining B.V., a private limited liability company under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetein Amsterdam, the Netherlands and its registered office address at Zuid-Hollandlaan 7, 2596 AL The Hague, the Netherlands, registered with the Dutch trade register under number 34107768 (Company), resolved to amend and completely readopt the Articles of Association of the Company, as well as to authorize the person appearing to have this deed executed. The adoption of such resolutions is evidenced by a copy of the shareholder's resolution attached to this deed (Annex). The Articles of Association of the Company have last been amended by a deed, executed on the twenty-seventh day of September two thousand seven before P.G. van Druten, civil law notary officiating in Amsterdam, with respect to which a ministerial Statement of No Objections was granted on the twenty-first day of September two thousand seven, under number B.V. 1003768. In implementing the aforementioned resolution, the Articles of Association of the Company are hereby amended and completely readopted as follows.

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2/11 18103196 LOY ENS LOEFF ARTICLES OF ASSOCIATION: 1. 1.1 Definitions In these Articles of Association the following words shall have the following meanings: Share: a share in the capital of the Company; Shareholder: a holder of one or more Shares; General Meeting: the body of the Company consisting of Shareholders entitled to vote and usufructuaries and pledgees with voting rights, or a meeting of Persons with Meeting Right (as the case may be); Inability: inability (belet) as referred to in Section 2:244 subsection 4 of the Dutch Civil Code, including the event that the relevant person claims inability for a certain period of time in writing; Management Board: the management board of the Company; Transferees: has the meaning assigned thereto in Article 9.4; in writing: by letter, telecopier, e-mail, or by a legible and reproducible message otherwise electronically sent, provided that the identity of the sender can be sufficiently established; Company Body: the Management Board or the General Meeting; Persons with Meeting Right: a Shareholder and any usufructuary or pledgee with voting rights in respect of one or more Shares and/or Meeting Right; Meeting Right: the right to attend the General Meeting and to address the meeting in person or through a representative authorized in writing, and the other rights designated by law to holders of depositary receipts of shares to which Meeting Right is attached; Transferor: has the meaning assigned thereto in Article 9.2. References to Articles shall be deemed to refer to articles of these Articles of Association, unless the contrary is apparent. Name and Official Seat The Company's name is: Red Back Mining B.V. The official seat of the Company is in Amsterdam, the Netherlands. Objects 1.2 2. 2.1 2.2 3. The objects of the Company are: (a) to incorporate, to participate in any way whatsoever in, to manage, to supervise businesses and companies; to finance businesses and companies; to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities or evidence of indebtedness as well as to enter into agreements in connection with aforementioned activities; to render advice and services to businesses and companies with which the Company forms a group and to third parties; to grant guarantees, to bind the Company and to pledge its assets for obligations of the Company, group companies and/or third parties; to acquire, alienate, manage and exploit registered property and items of property in general; (b) (c) (d) (e) (f)

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3/11 18103196 LOEFF LOY ENS (g) (h) to trade in currencies, securities and items of property in general; to develop and trade in patents, trade marks, licenses, know-how and other intellectual and industrial property rights; to perform any and all activities of an industrial, financial or commercial nature, (i) and to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense. 4. 4.1 4.2 5. Capital The nominal value of each Share equals to one euro (EUR 1). All Shares shall be registered. No share certificates shall be issued. Register The Management Board shall keep a register with the names and addresses of all Shareholders, pledgees and usufructuaries to whom Meeting Right has been granted. 6. 6.1 Issuance of Shares Shares shall be issued pursuant to a resolution of the General Meeting. The General Meeting may transfer this authority to the Management Board and may also revoke such transfer. A resolution to issue Shares shall stipulate the issue price and the other conditions. Upon issuance of Shares, each Shareholder shall have a right of pre-emption in proportion to the aggregate nominal value of his Shares, subject to the limitations prescribed by law and subject to Article 6.4. Prior to each issuance of Shares, the right of pre-emption may be limited or excluded by the Company Body competent to issue such Shares. The provisions of this Article 6 shall apply by analogy to the granting of rights to subscribe for Shares, but shall not apply to the issuance of Shares to a person exercising a right to subscribe for Shares previously granted. The issue of a Share shall require a notarial deed, to be executed for that purpose before a civil law notary registered in the Netherlands, to which deed those involved in the issuance shall be parties. The full nominal value of each Share must be paid in upon issuance. Own Shares and Reduction of the Issued Capital Fully paid in Shares or Depositary Receipts shall be acquired pursuant to a resolution of the Management Board, in addition to which a resolution to acquire Shares or Depositary Receipts on payment shall be subject to approval of the General Meeting. The General Meeting may resolve to reduce the Company's issued capital. Transfer of Shares The transfer of a Share shall require a notarial deed, to be executed for that purpose before a civil law notary registered in the Netherlands, to which deed those involved in the transfer shall be parties. Unless the Company itself is party to the legal act, the rights attributable to any Share can only be exercised after the Company has acknowledged said transfer or said deed has been served upon it in accordance with the provisions of the law. Blocking Clause (approval General Meeting) 6.2 6.3 6.4 6.5 6.6 6.7 7. 7.1 7.2 8. 8.1 8.2 9.

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4/11 18103196 LOEFF LOY ENS 9.1 A transfer of one or more Shares can only be effected with due observance of the provisions set out in this Article 9, unless (i) all Shareholders have approved the contemplated transfer in writing, which approval shall then be valid for a period of three months, or (ii) the Shareholder concerned is obliged by law to transfer his Shares to a former Shareholder. A Shareholder wishing to transfer one or more of his Shares (Transferor) shall require the approval of the General Meeting for such transfer. The request for approval shall be made by the Transferor by means of a written notification to the Management Board, stating the number of Shares he wishes to transfer and the person or persons to whom the Transferor wishes to transfer such Shares. The Management Board shall be obliged to convene and to hold a General Meeting to discuss the request for approval within six weeks from the date of receipt of the request. The contents of such request shall be stated in the convocation. The Transferor may transfer the total number of Shares to which the request relates, and not part thereof, to the person or persons named in the request within a period of three months after the General Meeting granted the approval requested. If: 9.2 9.3 9.4 (a) the General Meeting does not adopt a resolution regarding the request for approval within six weeks after the request has been received by the Management Board; or the approval has been refused without the General Meeting having informed the Transferor, at the same time as the refusal, of one or more transferees that wish to purchase all the Shares to which the request for approval relates for payment in cash (Transferees), (b) the approval requested shall be considered to have been granted, in the event mentioned under (a), on the final day of the six week period mentioned under (a). The Shares to which the request for approval relates can be purchased by the Transferees at a price to be mutually agreed between the Transferor and the Transferees or by one or more experts jointly appointed by them. If they do not reach agreement on the price or the expert or experts, as the case may be, the price shall be determined by three independent experts, one to be appointed by the Transferor, one to be appointed by the Transferee or Transferees and the third one to be jointly appointed by the experts thus appointed. The appointed experts shall be authorized to inspect all books and records of the Company and to obtain all such information as will be useful to them determining the price. Within one month of the price being determined, the Transferees must give notice to the Management Board of the number of Shares to which the request for approval relates they wish to purchase. A Transferee who fails to submit notice within said term shall no longer be regarded as a Transferee. Once the notice mentioned in the preceding sentence has been given, a Transferee can only withdraw with the consent of the other Transferees. 9.5 9.6

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5/11 18103196 LOEFF LOY ENS 9.7 The Transferor may withdraw within one month after the day of being informed to which Transferee or Transferees all the Shares to which the request for approval relates can be sold and at what price. The Transferor is obliged to cooperate with the transfer of the Shares within two weeks after lapse of that term. If the Transferor does not withdraw timely, and does not meet his obligation to transfer within the said term, the Company shall be irrevocably authorized to transfer the Shares to the Transferee or Transferees. If the Management Board proceeds with such transfer, it shall immediately give notice thereof to the Shareholder concerned. If the Company effectuates the transfer, the Company is entitled to accept the purchase price on behalf of the party entitled thereto, under the obligation to forward the purchase price to such party, after deduction of the expenses chargeable to him, as soon as possible but at the latest ten (10) business days after receipt of the bank account number designated by such party for this purpose. All notifications and notices referred to in this Article 9 shall be made by certified mail or against acknowledgement of receipt. The convocation of the General Meeting shall be made in accordance with the provisions of these Articles of Association. All costs of the appointment of the expert or experts, as the case may be, and their determination of the price, shall be borne by: 9.8 9.9 (a) (b) the Transferor if he withdraws; the Transferor for one half and the buyers for the other half, provided that if the Shares are purchased by one or more Transferees, each buyer shall contribute to such costs in proportion to the number of Shares purchased by that buyer; the Company, in cases not provided for under (a) or (b). (c) 9.10 The preceding provisions of this Article 9 shall apply by analogy to rights to subscribe for Shares and rights of pre-emption. Pledge and Usufruct The provisions of Article 8 shall apply by analogy to the pledging of Shares and to the creation or transfer of a usufruct in Shares. The voting rights attributable to a Share may be assigned to the pledgee or the usufructuary with the approval of the General Meeting and otherwise with due observance of the provisions of the law. Any pledgee or usufructuary with voting rights on Shares shall also have Meeting Right. Meeting Right may also be granted to the pledgee or usufructuary without voting rights on Shares with the approval of the General Meeting and otherwise with due observance of the provisions of the law. Management Board Members The Management Board shall consist of one or more members. Both individuals and legal entities can be Management Board members. Management Board members are appointed by the General Meeting. A Management Board member may be suspended or dismissed by the General Meeting at any time. The authority to establish a remuneration and other conditions of employment 10. 10.1 10.2 10.3 11. 11.1 11.2 11.3 11.4

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6/11 18103196 LOEFF LOY ENS for Management Board members is vested in the General Meeting. Duties and Decision-making of the Management Board The Management Board shall be entrusted with the management of the Company. In performing their duties the Management Board members shall act in accordance with the interests of the Company and the enterprise connected with it. All resolutions of the Management Board shall be adopted by unanimity of the votes cast at a meeting in which at least a majority of the Management Board members is present or represented. Each Management Board member may at least cast one vote in the Management Board. Management Board resolutions may at all times be adopted outside of a meeting, in writing or otherwise, provided the proposal concerned is submitted to all Management Board members then in office and none of them objects to this manner of adopting resolutions. The Management Board may establish further rules regarding its decision­ making process and working methods. In this context, the Management Board may also determine the duties for which each Management Board member in particular shall be responsible. The General Meeting may decide that such rules and allocation of duties must be put in writing and that such rules and allocation of duties shall be subject to its approval. A Management Board member shall not participate in deliberations and the decision-making process in the event of a direct or indirect personal conflict of interest between that Management Board member and the Company and the enterprise connected with it. If there is such personal conflict of interest in respect of all Management Board members, the preceding sentence does not apply and the Management Board shall maintain its authority, without prejudice to the provisions of Article 13.2. Approval of Management Board Resolutions The General Meeting may require Management Board resolutions to be subject to its approval. The Management Board shall be notified in writing of such resolutions, which shall be clearly specified. A resolution of the Management Board with respect to a matter involving a direct or indirect personal conflict of interest between one or more Management Board members and the Company and the enterprise connected with it shall be subject to the approval of the General Meeting. The Management Board may enter into the legal acts referred in Section 2:204 of the Dutch Civil Code without the prior approval of the General Meeting. The absence of approval by the General Meeting of a resolution as referred to in this Article 14 shall not affect the authority of the Management Board or its members to represent the Company. Representation The Company shall be represented by the Management Board. If the Management Board consists of two or more members, any two members of the Management Board acting jointly shall also be authorized to represent the 12. 12.1 12.2 12.3 12.4 12.5 12.6 13. 13.1 13.2 13.3 13.4 14. 14.1

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7/11 18103196 LOEFF LOY ENS Company. 14.2 The Management Board may appoint officers with general or limited power to represent the Company. Each officer shall be competent to represent the Company, subject to the restrictions imposed on him. The Management Board shall determine each officer's title. Such officers may be registered at the Commercial Register, indicating the scope of their power to represent the Company. 15. Vacancy or Inability of the Management Board Members If a seat is vacant on the Management Board (ontstentenis) or upon the Inability of a Management Board member, the remaining Management Board members shall be temporarily entrusted with the management of the Company, provided that at least two members of the Management Board are in office and able to perform their duties. If all seats are vacant on the Management Board or upon the Inability of all Management Board members, or if less than two members of the Management Board are in office and able to perform their duties, or upon the Inability of the sole member of the Management Board, the management of the Company shall be temporarily entrusted to the person designated for that purpose by the General Meeting. 16. 16.1 16.2 Financial Year and Annual Accounts The Company's financial year shall be the calendar year. Annually, not later than five months after the end of the financial year, unless by reason of special circumstances this period is extended by the General Meeting by not more than six months, the Management Board shall prepare annual accounts and deposit the same for inspection by the Shareholders at the Company's office. Within the same period, the Management Board shall also deposit the annual report for inspection by the Shareholders, unless Section 2:396, subsection 7 or Section 2:403 of the Dutch Civil Code applies to the Company. The annual accounts shall consist of a balance sheet, a profit and loss account and explanatory notes. The annual accounts shall be signed by the Management Board members. If the signature of one or more of them is missing, this shall be stated and reasons for this omission shall be given. The Company may, and if the law so requires shall, appoint an accountant to audit the annual accounts. Such appointment shall be made by the General Meeting. The General Meeting shall adopt the annual accounts. Signing of the annual accounts by the Management Board members does not constitute as adoption by the General Meeting, not even when each Shareholder is also a Management Board member. The General Meeting may grant full or limited discharge to the Management Board members for the management pursued. Profits and Distributions The allocation of profits accrued in a financial year shall be determined by the General Meeting. If the General Meeting does not adopt a resolution regarding the allocation of the profits prior to or at latest immediately after the adoption of 16.3 16.4 16.5 16.6 16.7 16.8 17. 17.1

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8/11 18103196 LOY ENS LOEFF the annual accounts, the profits will be reserved. The General Meeting has the authority to make distributions. If the Company is required by law to maintain reserves, this authority only applies to the extent that the equity exceeds these reserves. No resolution of the General Meeting to distribute shall have effect without the consent of the Management Board. The Management Board may withhold such consent only if it knows or reasonably should expect that after the distribution, the Company will be unable to continue the payment of its due debts. General Meetings At least one General Meeting, the annual General Meeting, shall be held or at least once a decision shall be made in accordance with Article 24 during each financial year. Other General Meetings shall be held as often as the Management Board deems such necessary. One or more Persons with Meeting Right representing individually or jointly at least one per cent (1%) of the Company's issued capital may request the Management Board in writing to convene a General Meeting, stating specifically the subjects to be discussed. If the Management Board has not taken the necessary measures so that the meeting can be held within four weeks after receipt of the request, the applicants shall be authorized to convene a meeting themselves. Notice and Venue of Meetings Notice of General Meetings shall be given by the Management Board. Notice of General Meetings may also be given by persons to whom voting rights to Shares accrue, representing in the aggregate at least half of the Company's issued capital. Notice of the meeting shall be given at least eight days before the day of the meeting. The notice of the meeting shall specify the subjects to be discussed. A subject for discussion of which discussion has been requested in writing not later than thirty days before the day of the meeting by one or more Persons with Meeting Right who individually or jointly represent at least one per cent (1%) of the Company's issued capital, shall be included in the notice or shall be notified in the same way as the other subjects for discussion, provided that no important interest (zwaarwichtig be!ang) of the Company dictates otherwise. The notice of the meeting shall be sent by letters to the addresses of the Persons with Meeting Right, shown in the register referred to in Article 5. Persons with Meeting Right may be sent notice of the meeting by means of a legible and reproducible message electronically sent to the address stated by them for this purpose to the Company. General Meetings are held in the municipality in which, according to these Articles of Association, the Company has its official seat. General Meetings may also be held elsewhere, provided that all Persons with Meeting Right have consented to the place of the meeting and prior to the decision-making process, the Management Board members have been given the opportunity to render 17.2 18. 18.1 18.2 18.3 19. 19.1 19.2 19.3 19.4 19.5 19.6

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LOY ENS advice. Admittance and Meeting Right Each Person with Meeting Right shall be entitled to attend any General Meeting, to address that meeting and, if the voting rights accrue to him, to exercise his voting rights. Persons with Meeting Right may be represented in a General meeting by a proxy authorized in writing. At a meeting, each Person with Meeting Right or his representative must sign the attendance list. The chairperson of the meeting may decide that the attendance list must also be signed by other persons present at the meeting. The Management Board members shall have the right to give advice in the General Meetings. The chairperson of the meeting shall decide on the admittance of other persons to the meeting. Chairperson and Secretary of the Meeting The chairperson of a General Meeting shall be appointed by more than half of the votes cast by the persons with voting rights present at the meeting. Until such appointment is made, a Management Board member shall act as chairperson, or, if no Management Board member is present at the meeting, the eldest person present at the meeting shall act as chairperson. The chairperson of the meeting shall appoint a secretary for the meeting. Minutes and Recording of Shareholders' Resolutions The secretary of a General Meeting shall keep minutes of the proceedings at the meeting. The minutes shall be adopted by the chairperson and the secretary of the meeting and as evidence thereof shall be signed by them. The Management Board shall keep record of all resolutions adopted by the General Meeting. If the Management Board is not represented at a meeting, the chairperson of the meeting or the chairperson's representative shall ensure that the Management Board is provided with a transcript of the resolutions adopted, as soon as possible after the meeting. The records shall be deposited at the Company's office for inspection by the Persons with Meeting Right. Each of them shall be provided with a copy of or an extract from the records upon request. Resolutions Each Share confers the right to cast one vote. To the extent that the law or these Articles of Association do not require a qualified majority, all resolutions of the General Meeting shall be adopted by more than half of the votes cast. If there is a tie in voting, the proposal shall be deemed to have been rejected. If the formalities for convening and holding of General Meetings, as prescribed by law or these Articles of Association, have not been complied with, valid resolutions by the General Meeting may only be adopted in a meeting if all Persons with Meeting Right have consented to the decision-making process taking place and prior to the decision-making process, Management Board members have been given the opportunity to render advice. No voting rights may be exercised in the General Meeting for any Share held by 20. 20.1 20.2 20.3 20.4 21. 21.1 21.2 22. 22.1 22.2 23. 23.1 23.2 23.3 23.4 23.5

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10/11 18103196 LOEFF LOY ENS the Company or a subsidiary, nor for any Share for which the Company or a subsidiary holds the depositary receipts. However, pledgees and usufructuaries of Shares owned by the Company or a subsidiary are not excluded from exercising the voting rights, if the right of pledge or the usufruct was created before the Share was owned by the Company or such subsidiary. The Company or a subsidiary may not exercise voting rights for a Share in which it holds a right of pledge or a usufruct. Resolutions without holding Meetings Shareholders resolutions may also be adopted in a manner other than at a meeting, provided that all Persons with Meeting Right have given consent to such decision-making process in writing. The votes shall be cast in writing. Prior to the adoption of resolutions, Management Board members shall be given the opportunity to render advice. For the purposes of Article 24.1 the requirement of votes to be cast in writing shall also be met in case the resolution is recorded in writing or electronically, indicating the manner in which each vote is cast and such resolution is signed by all Persons with Meeting Right. As soon as the Management Board is acquainted with the resolution, it shall keep record thereof and add such record to those referred to in Article 22.2. Amendment of the Articles of Association 24. 24.1 24.2 24.3 25. The General Meeting may resolve to amend these Articles of Association. When a proposal to amend these Articles of Association is to be made at a General Meeting, this must be stated in the notice of such meeting. Simultaneously, a copy of the proposal, including the verbatim text thereof, shall be deposited and kept available at the Company's office for inspection by the Persons with Meeting Right, until the end of the meeting. 26. 26.1 Dissolution and Liquidation The Company may be dissolved pursuant to a resolution to that effect by the General Meeting. When a proposal to dissolve the Company is to be made at a General Meeting this must be stated in the notice of such meeting. If the Company is dissolved pursuant to a resolution of the General Meeting, the Management Board members shall become liquidators of the dissolved Company's property. The General Meeting may decide to appoint other persons as liquidators. During liquidation, to the extent possible the provisions of these Articles of Association shall continue to apply. The balance remaining after payment of the debts of the dissolved Company shall be transferred to the Shareholders in proportion to the aggregate nominal value of the Shares held by each. 26.2 26.3 26.4 Final declarations Finally, the person appearing declared the following: (i) Immediately prior to the execution of this deed of amendment to the articles of association the following persons acted as director A of the Company: (a) Francois Leblanc, born in Pointe-Claire, Canada, on the twelfth day of January nineteen hundred seventy-four, residing at Calle El Drago, no. 7,

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11/11 18103196 LOY ENS LOEFF Urbanizacion Bandama, Santa-Brigida, Gran Canaria, Spain; and Mikhail Ugodnikov, born in Omsk, Sovjet-Union, on the twenty-third day of September nineteen hundred seventy-six, residing at Malaya Yushunskaya 3-283, 117303 Moscow, Russian Federation. (b) (ii) Immediately prior to the execution of this deed of amendment to the articles of association the following persons acted as director 8 of the Company: (a) Peter Dekker, born in 's-Gravenhage, the Netherlands, on the fourth day of October nineteen hundred fourty-eight, residing at Willem van Beuningenlaan 6, 5261 NG Vught, the Netherlands; and Mauro Fampa Ostwald, born in Rio de Janeiro, Brazil, on the twenty­ seventh day of July nineteen hundred seventy-one, residing at Noordeinde 157, 2514 GG 's-Gravenhage, the Netherlands. (b) Through and with the execution of this deed of amendment to the articles of association, the articles of association will no longer provide for a distinction between directors A and directors 8 and Francois Leblanc, Mikhail Ugodnikov, Peter Dekker en Mauro Fampa Ostwald, aforementioned, will bear the title of 'director'. End The person appearing is known to me, civil law notary. This deed was executed in Rotterdam on the date stated in the first paragraph of this deed. The contents of the deed have been stated and clarified to the person appearing. The person appearing has declared not to wish the deed to be fully read out, to have noted the contents of the deed timely before its execution and to agree with the contents. After limited reading, this deed was signed first by the person appearing and thereafter by me, civil law notary.

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Exhibit 3.9

State of Delaware Secretary of State Division of Corporations Delivered 01:09 PM 11/06/2015 FILED 01:09 PM 11/06/2015 STATE of DELAWARE CERTIFICATE of INCORPORATION A STOCK CORPORATION SR 20150812611 - File Number 5870304 • First: The name of this Corporation is: KG Mining (Bald Mountain) Inc. • Second: Its registered office in the State of Delaware is to be located at 1679 Street, in the City of Dover County of Kent Zip Code 19901. The registered agent in charge thereof is Registered Agent Solutions, Inc. Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. Fourth: The amount of the total stock of this corporation is authorized to issue is 5,000 shares (number of authorized shares) with a par value of per share. 0.0100000000 • Fifth: The name and mailing address of the incorporator are as follows: Name Martin  D . Litt Mailing Address 25 York Street, 17th Floor Zip Code MSJ2V5 Toronto, ON Canada I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 6th day of November, A.D.2015. BY: /s/ MARTIN D. LITT (Incorporator) NAME: MARTIN D. LITT (type or print)

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Exhibit 3.10

BYLAWS OF KG MINING (BALD MOUNTAIN) INC. ARTICLE I Offices Section I. Business Offices. The principal office of the corporation shall be designated from time to time by the corporation and may be within or outside of Delaware. The corporation may have such other offices, either within or outside Delaware, as the board of directors may designate or as the business of the corporation may require from time to time. Section 2. Registered Office. The registered office of the corporation, required by the Delaware General Corporation Law to be maintained in Delaware, may be but is not necessarily identical with the principal office if in Delaware, and the address of the registered office may be changed from time to time by the board of directors. ARTICLE II Shareholders Section I. Annual Meetings. An annual meeting of the shareholders shall be held on the first Monday in the month of June in each year, or on such other date as may be detennined by the board of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated in these bylaws for any annual meeting of the shareholders, or at any adjournment of such meeting, the board of directors shall cause the election to be held at a meeting of the shareholders as soon after such annual meeting (as the same may be adjourned) as is convenient. Failure to hold an annual meeting as required by these bylaws shall not invalidate any action taken by the board of directors or officers of the corporation. Section 2. Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or the board of directors and shall be called by the president at the request of the holders of not less than one-tenth of all the outstanding shares of the corporation entitled to vote at the meeting. Section 3. Place of Meetings. Each meeting of the shareholders shall be held at such place, either within or outside Delaware, as may be designated in the notice of meeting. If no place is designated in any such notice, the relevant meeting shall be held at the registered office of the corporation in Delaware.

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Section 4. Notice of Meetings. Except as otherwise prescribed by statute, written notice of each meeting of the shareholders stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the vice president or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, addressed to each shareholder at such shareholder's address as it appears on the stock transfer books of the corporation, with postage prepaid. If properly requested by a person other than the corporation properly calling a meeting, the secretary shall give notice of such meeting at corporate expense. Any shareholder may waive notice of any meeting. The attendance of a shareholder at a meeting (or participation by a shareholder in a meeting by means of conference telephone or similar communications equipment) shall constitute a waiver of notice of such meeting, unless the shareholder objects at the beginning ofthe meeting becauseoflack of notice or defective notice. Section 5. Fixing of Record Date. The board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days, and in case of a meeting of the shareholders, not less than ten days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. The record date may not be more than ten days after the date on which the board of directors adopts a resolution fixing a new date for actions by written consent. If no record date is fixed by the board of directors, the record date shall be fixed as provided by statute. When a determination of shareholders entitled to vote at any meeting of the shareholders has been made as provided in this Section, such determination shall apply to any adjournment of such meeting, unless such adjournment lasts for more than 120 days from the date of the original meeting, in which event a new record date must be established. Section 6. Voting List. The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the shareholders who are entitled to be given notice of a meeting of the shareholders, arranged in alphabetical order, with the address of and the number of shares held by each. The shareholder list must be available for inspection by any shareholder, beginning on the earlier of ten days before the meeting for which the list was prepared or two business days after notice of the meeting is given and continuing throughout the meeting and any meeting adjournments. The original stock transfer books shall be prima facie evidence as to the shareholders who are entitled to examine such list or transfer books or to vote at any meeting of the shareholders. Failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting. Section 7. Proxies. At each meeting of the shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by such shareholder's duly authorized attorney­ in-fact, or by a written statement of the appointment transmitted by telegram, teletype or other electronic transmission along with written evidence from which it can be determined that the shareholder transmitted or authorized the transmission of the appointment. Such proxy shall be filed with the secretary of the corporation or other person authorized to tabulate votes before or at the time of the meeting. No proxy shall be valid after eleven months from the date of such proxy's 2

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execution, unless otherwise provided in the proxy. Section 8. .Quorum. Except as otherwise required by statute, a majority of the outstanding shares of the corporation entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum for action on such matter at each meeting of the shareholders. If a quorum exists, a matter will be approved if the number of votes cast in favor of such matter exceeds the number of votes cast against such matter except in the case of the election of directors. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting without further notice other than an announcement at the meeting of the new date, time and place; provided, however, that ifthe adjournment is for more than thirty days, or if after the adjournment a new record date for the adjourned meeting is or must be fixed by statute or under these bylaws, notice of the adjourned meeting must be given to shareholders of record who are entitled to vote at the meeting. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. Section 9. Voting of Shares. Except as otherwise provided by law, the certificate of incorporation or these bylaws, each outstanding share of record is entitled to vote on each matter submitted to a vote of the shareholders either at a meeting of the shareholders or pursuant to Section 11 of this Article II. Section 10. Voting of Shares by Certain Holders. Shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation is held by the corporation, may not be voted at any meeting or counted in determining the total number of outstanding shares at any given time. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by such person, either in person or by proxy, without a transfer of such shares into such person's name. Shares standing in the name of a trustee may be voted by such trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into such trustee's name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer of such shares into such receiver's name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed. Section II. Action Without a Meeting. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, the meeting and vote of stockholders may be dispensed with if one or more consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and delivered to the corporation by delivery to its registered office in Delaware, its principal place of business or 3

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an officer or agent of the corporation having custody of the book in which the proceedings of minutes of meetings of stockholders are recorded. If, pursuant to this provision, corporate action is taken without a meeting by less than unanimous written consent, (i) prompt notice of the taking of such action shall be given to those stockholders who have not consented in writing and who, ifthe action had been taken at a meeting, would have been entitled to notice of the meeting if the record date therefor had been the date consents Si!:,'lled by a sufficient number of holders to take the action were delivered to the corporation as required by statute and these bylaws, and (ii) such action may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. ARTICLE III Board of Directors Section 1. General Powers. The business and affairs of the corporation shall be managed under the direction of the corporation's board of directors, except as otherwise provided in the Delaware General Corporation Law, the certificate of incorporation or these bylaws. Section 2. Number. Tenure and Qualifications. The number of directors shall be determined from time to time by a resolution of the board of directors. Directors shall be elected at each annual meeting of the shareholders. Each director shall hold office until the next annual meeting of the shareholders and thereafter until such director's successor shall have been elected and qualified or until such director's earlier death, resignation or removal. Directors need not be residents of Delaware or shareholders of the corporation. The directors may elect from their number a director to serve as chairman of the board of directors, for such term and with such authority as may be granted by the board of directors. Section 3. Vacancies; Removal. Any director may resign at any time by giving written notice through the president or the secretary. A director's resignation shall take effect on receipt of such notice unless another time is specified in such notice, and unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make such resignation effective. Any vacancy occurring on the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors, or by the shareholders. A director elected to fill a vacancy shall be elected for the unexpired term of such director's predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by an election at a meeting of the shareholders called for that purpose, and a director so chosen shall hold office for the term specified in Section 2 of this Article III. At a meeting called expressly for that purpose, one or more directors or the entire board of directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Any directorship to be filled by reason of the removal of one or more directors by the shareholders or for any other reason may be filled by election by the shareholders at the meeting at which the director or directors are removed. 4

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Section 4. Regular Meetings. A regular meeting of the board of directors shall be held immediately after and at the same place as the annual meeting of the shareholders, or as soon as practicable after the annual meeting of the shareholders, at the time and place, either within or outside Delaware, as determined by the board of directors, for the purpose of electing officers and for the transaction of such other business as may come before the meeting. The board of directors may provide by resolution the time and place, either within or outside Delaware, for the holding of additional regular meetings. Section 5. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place as the place, either within or outside Delaware, for holding any special meeting of the board of directors called by such person(s). Section 6. Notice. Notice of each meeting of the board of directors stating the place, day and hour of the meeting shall be given to each director at least ten days prior to such meeting by the mailing of written notice, or at least five days prior to such meeting by personal delivery of written notice or by telephonic or facsimile notice, except that in the case of a meeting to be held pursuant to Section II of this Article III, telephone notice may be given one day prior to such meeting. (The method of notice need not be the same to each director.) Notice shall be deemed to be given, if mailed, on the earlier of the date it is received or five days after it is deposited in the United States mail, with postage prepaid, addressed to the director at such director's business or residence address; if personally delivered, when delivered to the director; if delivered via facsimile, upon confirmation of receipt by the receiving facsimile machine; and, if telephoned, when communicated to the director. Any director may waive notice of any meeting. The attendance of a director at a meeting (or participation by a director in a meeting by means of conference telephone or similar communications equipment) shall constitute a waiver of notice of such meeting, except where a director objects to the holding of the meeting at the beginning of the meeting or promptly on such director's arrival. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting unless required by statute. Section 7. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken at the meeting unless the director objects at the beginning of the meeting, or promptly on arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or consent to any action taken at the meeting, or the director contemporaneously requests his dissent or abstention as to any specific action to be entered into the minutes of the meeting, or the director causes written notice of a dissent or abstention as to a specific action to be received by the presiding officer of the meeting before adjournment of the meeting or by the corporation promptly after adjournment of the meeting. Section 8. Quorum and Voting. A majority of the number of directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the board of directors, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. If less than such 5

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majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting until a quorum shall be present. Section 9. Fees and Compensation. Directors may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the board of directors. This section shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services. Section I 0. Executive and Other Committees. By one or more resolutions adopted by the majority of the board of directors, the board of directors may designate from among the members of the board of directors an executive committee and one or more other committees consisting of one or more directors, each of which (to the extent provided in the resolution establishing such committee) shall have and may exercise all of the authority of the board of directors; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to the stockholders any action or matter (other than the election or removal of directors) expressly required by statute to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any portion of these bylaws. Section II. Meetings by Telephone. Members of the board of directors or any committee of the board of directors may participate in a meeting of the board of directors or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at the meeting. Section 12. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the directors or any committee of the board of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or committee members entitled to vote with respect to the subject matter concerned. ARTICLE IV Officers Section I. Number and Qualifications. The officers of the corporation shall be a president and a secretary. The board of directors may also elect or appoint such other officers, assistant officers and agents, including vice presidents, treasurer, assistant secretaries, and assistant treasurers, as the board of directors may consider necessary. Any two or more offices may be held by the same person. Section 2. Election and Term of Office. The officers of the corporation shall be appointed by the board of directors annually at the first meeting of the board of directors held after each annual meeting of the shareholders. If the appointment of officers shall not occur at such meeting, such appointment shall be held as soon after such annual meeting as is convenient. Each 6

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officer shall hold office until such officer's successor is duly appointed or until such officer's earlier death, resignation or removal. Section 3. Compensation. The compensation of the officers shall be determined from time to time by the board of directors, and no officer shall be prevented from receiving any compensation by reason of the fact that such officer is also a director of the corporation. Section 4. Removal. Any officer may be removed by the board of directors or by a committee, if any, if so authorized by the board of directors, at any time, with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not in itself create contract rights. Section 5. Vacancies. Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the corporation, by giving written notice to the president or to the board of directors. An officer's resignation shall take effect at the time specified in such resignation, and the acceptance of such resignation shall not be necessary to make such resignation effective. A vacancy in any office, however occurring, may be filled by the board of directors for the unexpired portion of the term. Section 6. Authority and Duties of Officers. The officers of the corporation shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the president, the board of directors or these bylaws, except that in any event, each officer shall exercise such powers and perform such duties as may be required by law: (a) President. The president shall be the chief executive officer of the corporation and shall, subject to the direction and supervision of the board of directors: (i) have general and active control of the affairs and business of the corporation and general supervision of its officers, agents and employees; (ii) preside, in the absence of the chairman of the board, at all meetings of the shareholders and the board of directors, (iii) see that all orders and resolutions of the board of directors are carried into effect; and (iv) perform all other duties incident to the office of president and as from time to time may be assigned to the president by the board of directors. (b) Vice Presidents. The vice presidents shall assist the president and shall perform such duties as may be assigned by the president or by the board of directors. Such officers shall, at the request of the president, or in the absence of the president, or the event of the inability or refusal by the president to act, perform the duties of the president and when so acting, shall have all the powers of and be subject to all the restrictions on the president. (c) Secretary. The secretary shall: (i) keep the minutes of the proceedings of the shareholders, the board of directors and any committees of the board of directors; (ii) keep a record of all actions taken by the shareholders, the board of directors and any committees of the board of directors without a meeting; (iii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iv) keep a record of all waivers of notices of meetings of the shareholders, the board of directors and any committees of the board of 7

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directors; (v) be custodian of the corporate records and of the seal of the corporation; (vi) keep at the corporation's registered office or principal place of business within or outside Delaware a record containing the names and addresses of all shareholders and the number and class of shares held by each, unless such a record shall be kept at the office of the corporation's transfer agent or registrar; (vii) have general charge of the stock transfer books of the corporation, unless the corporation has a transfer agent; and (viii) perform all other duties incident to the office of secretary and such other duties as from time to time may be assigned by the board of directors or the president. (d) Treasurer. The treasurer shall: (i) be the principal financial officer of the corporation and have the care and custody of all of the corporation's funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of the board of directors; (ii) receive and give receipts for monies paid into or on account of the corporation and pay out of the funds on hand all bills, payrolls, and other just debts of the corporation of whatever nature on maturity; (iii) unless there is a controller, be the principal accounting officer of the corporation and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax returns, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the president and the board of directors statements of account showing the financial position of the corporation and the results of the corporation's operations; (iv) on request of the board of directors, make such reports to the board of directors as may be required at any time; and (v) perfonn all other duties incident to the office of treasurer and such other duties as from time to time may be assigned by the board of directors or the president. Assistant treasurers, if any, shall have the same powers and duties, subject to supervision by the treasurer. In the absence of a treasurer, the secretary shall perform the foregoing functions of the treasurer. Section 7. Surety Bonds. The board of directors may require any officer of the corporation to execute to the corporation a bond in such sums and with such sureties as shall be satisfactory to the board of directors, conditioned on the faithful perfonnance of such officer's duties and for the restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind belonging to the corporation in the possession or under the control of such officer. ARTICLE V Shares Section I. Issuance of Shares. The issuance or sale by the corporation of any shares of the corporation's authorized capital stock of any class shall be made only on authorization by the board of directors. Section 2. Certificates. The shares of the corporation shall be represented by certificates unless otherwise provided by the board of directors. The certificates shall be in such fonn consistent with law as shall be prescribed by the board of directors. The certificates representing 8

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shares of stock of the corporation shall be consecutively numbered. The certificates shall be signed by two officers as designated by the board of directors, or in the absence of such designation, any two of the following officers: the president, the secretary, or the treasurer. Section 3. Consideration for Shares. Shares shall be issued for such consideration as may be determined to be adequate by the board of directors. In the absence of fraud in the transaction, the judgment of the board of directors as to the adequacy of the consideration received for shares shall be conclusive. Section 4. Lost Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, the board of directors may direct the issuance of a new certificate in lieu of such certificate on such terms and conditions in conformity with law as the board of directors may prescribe. The board of directors may, in the discretion of the board of directors, require a bond in such form and amount and with such surety as the board of directors may determine or such other assurance or security as permitted by applicable law before issuing a new certificate. Section 5. Transfer of Shares. On surrender to the corporation or to a transfer agent of the corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer and otherwise satisfying requirements permitted to be imposed by the corporation under applicable law, it shall be the duty of the corporation to issue a new certificate to the person entitled to such new certificate and to cancel the old certificate. Every such transfer of stock shall be entered on the stock transfer books of the corporation. Section 6. Holders of Record. The corporation shall be entitled to treat the holder of record of any share as the holder-in-fact of such share and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not the corporation shall have express or other notice of such claim or interest, except as may be required by the laws of Delaware. Section 7. Transfer Agents, Registrars and Paying Agents. The board of directors may, in the discretion of the board of directors, appoint one or more transfer agents or registrars for making payment on any class of stock, bond, debenture or other security of the corporation. Such agents and registrars may be located either within or outside Delaware. They shall have such rights and duties and shall be entitled to such compensation as may be agreed. ARTICLE VI Indemnification Section 1. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a 9

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director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees}, jud!:,'lTlents, fines and amounts paid in settlement or otherwise actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful. Section 2. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. Section 3. To the extent that any person referred to in the preceding two subsections ofthis Article VI has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in such subsections, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. Section 4. Any indemnification under the first two subsections of this Article VI (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth therein. Such determination shall be made (a) by the board of directors by a majority vote of a quorum (as defined in the bylaws of the corporation) consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders. 10

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Section 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors of the corporation in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation as authorized in this Article VI. Section 6. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled, under any statute, bylaw, agreement, insurance policy, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 7. By action of its board of directors, notwithstanding any interests of the directors in the action, the corporation shall have power to purchase and maintain insurance, in such amounts as the board of directors deems appropriate, on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not he is indemnified against such liability or expense under the provisions of this Article VI and whether or not the corporation would have the power or would be required to indemnify him against such liability under the provisions of this Article VI or of the Delaware General Corporation Law, now or hereafter in effect, or by any other applicable law. Section 8. For the purposes of this Article VI, references to "the corporation" include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity. ARTICLE VII Miscellaneous Section 1. Waivers of Notice. Whenever notice is required by law, the certificate of incorporation or these bylaws, a waiver of such notice in writing signed by the director, shareholder, or other person entitled to said notice, whether before or after the time stated in such waiver or, subject to Section 6 of Article Ill, such person's appearance at such meeting in person or (in the case of a shareholder's meeting) by proxy, shall be equivalent to such notice. ll

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Section 2. Voting of Securities by the Corporation. Unless otherwise provided by resolution of the board of directors, the president shall, on behalf of the corporation, attend in person or by substitute appointed by the president, or shall execute written instruments appointing a proxy or proxies, all meetings of the shareholders of any other corporation, association or other entity in which the corporation holds any stock or other securities and may execute written waivers of notice with respect to any such meetings. At all such meetings and otherwise, the president, in person or by substitute or proxy as aforesaid, may vote the stock or other securities so held by the corporation and may execute written consents or any other instruments with respect to such stock or securities and may exercise any and all rights and powers incident to the ownership of said stock or securities; subject, however, to the instructions, if any, of the board of directors. Section 3. Books and Records. The corporation shall keep correct and complete books and records of account, shall keep minutes of the proceedings of the meetings of the corporation's shareholders and board of directors and shall keep all other records required by law. The corporation shall also keep at the corporation's registered office or principal place of business or at the office of the corporation's transfer agent or registrar a record of the corporation's shareholders, giving the name and addresses of all shareholders and the number of shares held by each. Any person who is a shareholder of record, on written demand under oath stating the purpose of such examination, shall have the right to examine and make abstracts from, in person or by agent or attorney, at any reasonable time and for a purpose reasonably related to such person's interests as a shareholder, the corporation's books and records of account, minutes and record of shareholders. Section 4. Instruments. The board of directors may authorize any officer, agent or agents to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the corporation, and such authority may be general or confined to specific instances. Section 5. Amendments. These bylaws may be altered, amended or repealed, and new bylaws made, by the board of directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise. Section 6. Interpretation. These bylaws and each provision of these bylaws are subject to applicable statutory law and to the certificate of incorporation. 12

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Exhibit 3.11

State of Delaware Secretary of State Division of Corporations Delivered 01:06 PM 11/06/2015 FILED 01:06 PM 11/06/2015 STATE of DELAWARE CERTIFICATE of INCORPORATION A STOCK CORPORATION SR 20150812500 - File Number 5870295 • First: The name of this Corporation is: KG Mining (Round Mountain) Inc. • Second: Its registered office in the State of Delaware is to be located at 1679 Street, in the City of Dover County of Kent Zip Code 19901. The registered agent in charge thereof is Registered Agent Solutions, Inc. Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. Fourth: The amount of the total stock of this corporation is authorized to issue is 5,000 shares (number of authorized shares) with a par value of per share. 0.0100000000 • Fifth: The name and mailing address of the incorporator are as follows: Name Martin  D . Litt Mailing Address 25 York Street, 17th Floor Zip Code MSJ2V5 Toronto, ON Canada I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 6th day of November, A.D.2015. BY: /s/ MARTIN D. LITT (Incorporator) NAME: MARTIN D. LITT (type or print)

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Exhibit 3.12

BYLAWS OF KG MINING (ROUND MOUNTAIN) INC. ARTICLE I Offices Section l. Business Offices. The principal office of the corporation shall be designated from time to time by the corporation and may be within or outside of Delaware. The corporation may have such other offices, either within or outside Delaware, as the board of directors may designate or as the business of the corporation may require from time to time. Section 2. Registered Office. The registered office of the corporation, required by the Delaware General Corporation Law to be maintained in Delaware, may be but is not necessarily identical with the principal office if in Delaware, and the address of the registered office may be changed from time to time by the board of directors. ARTICLE II Shareholders Section l. Annual Meetings. An annual meeting of the shareholders shall be held on the first Monday in the month of June in each year, or on such other date as may be determined by the board of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated in these bylaws for any annual meeting of the shareholders, or at any adjournment of such meeting, the board of directors shall cause the election to be held at a meeting of the shareholders as soon after such annual meeting (as the same may be adjourned) as is convenient. Failure to hold an annual meeting as required by these bylaws shall not invalidate any action taken by the board of directors or officers of the corporation. Section 2. Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or the board of directors and shall be called by the president at the request of the holders of not less than one-tenth of all the outstanding shares of the corporation entitled to vote at the meeting. Section 3. Place of Meetings. Each meeting of the shareholders shall be held at such place, either within or outside Delaware, as may be designated in the notice of meeting. If no place is designated in any such notice, the relevant meeting shall be held at the registered office of the corporation in Delaware.

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Section 4. Notice of Meetings. Except as otherwise prescribed by statute, written notice of each meeting of the shareholders stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the vice president or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, addressed to each shareholder at such shareholder's address as it appears on the stock transfer books of the corporation, with postage prepaid. If properly requested by a person other than the corporation properly calling a meeting, the secretary shall give notice of such meeting at corporate expense. Any shareholder may waive notice of any meeting. The attendance of a shareholder at a meeting (or participation by a shareholder in a meeting by means of conference telephone or similar communications equipment) shall constitute a waiver of notice of such meeting, unless the shareholder objects at the beginning of the meeting because of lack of notice or defective notice. Section 5. Fixing of Record Date. The board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days, and in case of a meeting of the shareholders, not less than ten days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. The record date may not be more than ten days after the date on which the board of directors adopts a resolution fixing a new date for actions by written consent. If no record date is fixed by the board of directors, the record date shall be fixed as provided by statute. When a determination of shareholders entitled to vote at any meeting of the shareholders has been made as provided in this Section, such determination shall apply to any adjournment of such meeting, unless such adjournment lasts for more than 120 days from the date of the original meeting, in which event a new record date must be established. Section 6. Voting List. The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the shareholders who are entitled to be given notice of a meeting of the shareholders, arranged in alphabetical order, with the address of and the number of shares held by each. The shareholder list must be available for inspection by any shareholder, beginning on the earlier of ten days before the meeting for which the list was prepared or two business days after notice of the meeting is given and continuing throughout the meeting and any meeting adjournments. The original stock transfer books shall be prima facie evidence as to the shareholders who are entitled to examine such list or transfer books or to vote at any meeting of the shareholders. Failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting. Section 7. Proxies. At each meeting of the shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by such shareholder's duly authorized attorney­ in-fact, or by a written statement of the appointment transmitted by tele&JTam, teletype or other electronic transmission along with written evidence from which it can be determined that the shareholder transmitted or authorized the transmission of the appointment. Such proxy shall be filed with the secretary of the corporation or other person authorized to tabulate votes before or at the time of the meeting. No proxy shall be valid after eleven months from the date of such proxy's 2

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execution, unless otherwise provided in the proxy. Section 8. .Quorum. Except as otherwise required by statute, a majority of the outstanding shares of the corporation entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum for action on such matter at each meeting of the shareholders. If a quorum exists, a matter will be approved if the number of votes cast in favor of such matter exceeds the number of votes cast against such matter except in the case of the election of directors. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting without further notice other than an announcement at the meeting of the new date, time and place; provided, however, that ifthe adjournment is for more than thirty days, or if after the adjournment a new record date for the adjourned meeting is or must be fixed by statute or under these bylaws, notice of the adjourned meeting must be given to shareholders of record who are entitled to vote at the meeting. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. Section 9. Voting of Shares. Except as otherwise provided by law, the certificate of incorporation or these bylaws, each outstanding share of record is entitled to vote on each matter submitted to a vote of the shareholders either at a meeting of the shareholders or pursuant to Section 11 of this Article II. Section l 0. Voting of Shares by Certain Holders. Shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation is held by the corporation, may not be voted at any meeting or counted in determining the total number of outstanding shares at any given time. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by such person, either in person or by proxy, without a transfer of such shares into such person's name. Shares standing in the name of a trustee may be voted by such trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into such trustee's name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer of such shares into such receiver's name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed. Section 11. Action Without a Meeting. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, the meeting and vote of stockholders may be dispensed with if one or more consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and delivered to the corporation by delivery to its registered office in Delaware, its principal place of business or 3

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an officer or agent of the corporation having custody of the book in which the proceedings of minutes of meetings of stockholders are recorded. If, pursuant to this provision, corporate action is taken without a meeting by less than unanimous written consent, (i) prompt notice of the taking of such action shall be given to those stockholders who have not consented in writing and who, ifthe action had been taken at a meeting, would have been entitled to notice of the meeting if the record date therefor had been the date consents signed by a sufficient number of holders to take the action were delivered to the corporation as required by statute and these bylaws, and (ii) such action may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. ARTICLE III Board of Directors Section 1. General Powers. The business and affairs of the corporation shall be managed under the direction of the corporation's board of directors, except as otherwise provided in the Delaware General Corporation Law, the certificate of incorporation or these bylaws. Section 2. Number. Tenure and Qualifications. The number of directors shall be determined from time to time by a resolution of the board of directors. Directors shall be elected at each annual meeting of the shareholders. Each director shall hold office until the next annual meeting of the shareholders and thereafter until such director's successor shall have been elected and qualified or until such director's earlier death, resignation or removal. Directors need not be residents of Delaware or shareholders of the corporation. The directors may elect from their number a director to serve as chairman of the board of directors, for such term and with such authority as may be granted by the board of directors. Section 3. Vacancies; Removal. Any director may resign at any time by giving written notice through the president or the secretary. A director's resignation shall take effect on receipt of such notice unless another time is specified in such notice, and unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make such resignation effective. Any vacancy occurring on the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors, or by the shareholders. A director elected to fill a vacancy shall be elected for the unexpired term of such director's predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by an election at a meeting of the shareholders called for that purpose, and a director so chosen shall hold office for the term specified in Section 2 of this Article III. At a meeting called expressly for that purpose, one or more directors or the entire board of directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Any directorship to be filled by reason of the removal of one or more directors by the shareholders or for any other reason may be filled by election by the shareholders at the meeting at which the director or directors are removed. 4

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Section 4. Regular Meetings. A regular meeting of the board of directors shall be held immediately after and at the same place as the annual meeting of the shareholders, or as soon as practicable after the annual meeting of the shareholders, at the time and place, either within or outside Delaware, as determined by the board of directors, for the purpose of electing officers and for the transaction of such other business as may come before the meeting. The board of directors may provide by resolution the time and place, either within or outside Delaware, for the holding of additional regular meetings. Section 5. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place as the place, either within or outside Delaware, for holding any special meeting of the board of directors called by such person(s). Section 6. Notice. Notice of each meeting of the board of directors stating the place, day and hour of the meeting shall be given to each director at least ten days prior to such meeting by the mailing of written notice, or at least five days prior to such meeting by personal delivery of written notice or by telephonic or facsimile notice, except that in the case of a meeting to be held pursuant to Section 11 of this Article lll, telephone notice may be given one day prior to such meeting. (The method of notice need not be the same to each director.) Notice shall be deemed to be given, if mailed, on the earlier of the date it is received or five days after it is deposited in the United States mail, with postage prepaid, addressed to the director at such director's business or residence address; if personally delivered, when delivered to the director; if delivered via facsimile, upon confirmation of receipt by the receiving facsimile machine; and, if telephoned, when communicated to the director. Any director may waive notice of any meeting. The attendance of a director at a meeting (or participation by a director in a meeting by means of conference telephone or similar communications equipment) shall constitute a waiver of notice of such meeting, except where a director objects to the holding of the meeting at the beginning of the meeting or promptly on such director's arrival. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting unless required by statute. Section 7. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken at the meeting unless the director objects at the beginning of the meeting, or promptly on arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or consent to any action taken at the meeting, or the director contemporaneously requests his dissent or abstention as to any specific action to be entered into the minutes of the meeting, or the director causes written notice of a dissent or abstention as to a specific action to be received by the presiding officer of the meeting before adjournment of the meeting or by the corporation promptly after adjournment of the meeting. Section 8. Quorum and Voting. A majority of the number of directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the board of directors, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. If less than such 5

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majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting until a quorum shall be present. Section 9. Fees and Compensation. Directors may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the board of directors. This section shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services. Section I 0. Executive and Other Committees. By one or more resolutions adopted by the majority of the board of directors, the board of directors may designate from among the members of the board of directors an executive committee and one or more other committees consisting of one or more directors, each of which (to the extent provided in the resolution establishing such committee) shall have and may exercise all of the authority of the board of directors; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to the stockholders any action or matter (other than the election or removal of directors) expressly required by statute to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any portion of these bylaws. Section I I. Meetings by Telephone. Members of the board of directors or any committee of the board of directors may participate in a meeting of the board of directors or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at the meeting. Section 12. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the directors or any committee of the board of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be si&'llled by all of the directors or committee members entitled to vote with respect to the subject matter concerned. ARTICLE IV Officers Section I. Number and Qualifications. The officers of the corporation shall be a president and a secretary. The board of directors may also elect or appoint such other officers, assistant officers and agents, including vice presidents, treasurer, assistant secretaries, and assistant treasurers, as the board of directors may consider necessary. Any two or more offices may be held by the same person. Section 2. Election and Tenn of Office. The officers of the corporation shall be appointed by the board of directors annually at the first meeting of the board of directors held after each annual meeting of the shareholders. If the appointment of officers shall not occur at such meeting, such appointment shall be held as soon after such annual meeting as is convenient. Each 6

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officer shall hold office until such officer's successor is duly appointed or until such officer's earlier death, resignation or removal. Section 3. Compensation. The compensation of the officers shaH be determined from time to time by the board of directors, and no officer shan be prevented from receiving any compensation by reason of the fact that such officer is also a director of the corporation. Section 4. Removal. Any officer may be removed by the board of directors or by a committee, if any, if so authorized by the board of directors, at any time, with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shaH not in itself create contract rights. Section 5. Vacancies. Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the corporation, by giving written notice to the president or to the board of directors. An officer's resignation shall take effect at the time specified in such resignation, and the acceptance of such resignation shan not be necessary to make such resignation effective. A vacancy in any office, however occurring, may be fiiied by the board of directors for the unexpired portion of the term. Section 6. Authority and Duties of Officers. The officers of the corporation shaii have the authority and shan exercise the powers and perform the duties specified below and as may be additionally specified by the president, the board of directors or these bylaws, except that in any event, each officer shall exercise such powers and perform such duties as may be required by law: (a) President. The president shan be the chief executive officer of the corporation and shall, subject to the direction and supervision of the board of directors: (i) have general and active control of the affairs and business of the corporation and general supervision of its officers, agents and employees; (ii) preside, in the absence of the chairman of the board, at all meetings of the shareholders and the board of directors, (iii) see that all orders and resolutions of the board of directors are carried into effect; and (iv) perform all other duties incident to the office of president and as from time to time may be assigned to the president by the board of directors. (b) Vice Presidents. The vice presidents shall assist the president and shall perform such duties as may be assigned by the president or by the board of directors. Such officers shall, at the request of the president, or in the absence of the president, or the event of the inability or refusal by the president to act, perform the duties of the president and when so acting, shall have all the powers of and be subject to all the restrictions on the president. (c) Secretary. The secretary shall: (i) keep the minutes of the proceedings of the shareholders, the board of directors and any committees of the board of directors; (ii) keep a record of all actions taken by the shareholders, the board of directors and any committees of the board of directors without a meeting; (iii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iv) keep a record of all waivers of notices of meetings of the shareholders, the board of directors and any committees of the board of 7

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directors; (v) be custodian of the corporate records and of the seal of the corporation; (vi) keep at the corporation's registered office or principal place of business within or outside Delaware a record containing the names and addresses of all shareholders and the number and class of shares held by each, unless such a record shall be kept at the office of the corporation's transfer agent or registrar; (vii) have general charge of the stock transfer books of the corporation, unless the corporation has a transfer agent; and (viii) perform all other duties incident to the office of secretary and such other duties as from time to time may be assigned by the board of directors or the president. (d) Treasurer. The treasurer shall: (i) be the principal financial officer of the corporation and have the care and custody of all of the corporation's funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of the board of directors; (ii) receive and give receipts for monies paid into or on account of the corporation and pay out of the funds on hand all bills, payrolls, and other just debts of the corporation of whatever nature on maturity; (iii) unless there is a controller, be the principal accounting officer of the corporation and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax returns, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the president and the board of directors statements of account showing the financial position of the corporation and the results of the corporation's operations; (iv) on request of the board of directors, make such reports to the board of directors as may be required at any time; and (v) perform all other duties incident to the office of treasurer and such other duties as from time to time may be assigned by the board of directors or the president. Assistant treasurers, if any, shall have the same powers and duties, subject to supervision by the treasurer. In the absence of a treasurer, the secretary shall perfonn the foregoing functions of the treasurer. Section 7. Surety Bonds. The board of directors may require any officer of the corporation to execute to the corporation a bond in such sums and with such sureties as shall be satisfactory to the board of directors, conditioned on the faithful perfonnance of such officer's duties and for the restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind belonging to the corporation in the possession or under the control of such officer. ARTICLE V Shares Section I . Issuance of Shares. The issuance or sale by the corporation of any shares of the corporation's authorized capital stock of any class shall be made only on authorization by the board of directors. Section 2. Certificates. The shares of the corporation shall be represented by certificates unless otherwise provided by the board of directors. The certificates shall be in such form consistent with law as shall be prescribed by the board of directors. The certificates representing 8

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shares of stock of the corporation shall be consecutively numbered. The certificates shall be sibJTied by two officers as designated by the board of directors, or in the absence of such designation, any two of the following officers: the president, the secretary, or the treasurer. Section 3. Consideration for Shares. Shares shall be issued for such consideration as may be determined to be adequate by the board of directors. In the absence of fraud in the transaction, the judgment of the board of directors as to the adequacy of the consideration received for shares shall be conclusive. Section 4. Lost Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, the board of directors may direct the issuance of a new certificate in lieu of such certificate on such terms and conditions in conformity with law as the board of directors may prescribe. The board of directors may, in the discretion of the board of directors, require a bond in such form and amount and with such surety as the board of directors may determine or such other assurance or security as permitted by applicable law before issuing a new certificate. Section 5. Transfer of Shares. On surrender to the corporation or to a transfer agent of the corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer and otherwise satisfying requirements permitted to be imposed by the corporation under applicable law, it shall be the duty of the corporation to issue a new certificate to the person entitled to such new certificate and to cancel the old certificate. Every such transfer of stock shall be entered on the stock transfer books of the corporation. Section 6. Holders of Record. The corporation shall be entitled to treat the holder of record of any share as the holder-in-fact of such share and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not the corporation shall have express or other notice of such claim or interest, except as may be required by the laws of Delaware. Section 7. Transfer Agents. Registrars and Paying Agents. The board of directors may, in the discretion of the board of directors, appoint one or more transfer agents or registrars for making payment on any class of stock, bond, debenture or other security of the corporation. Such agents and registrars may be located either within or outside Delaware. They shall have such rights and duties and shall be entitled to such compensation as may be agreed. ARTICLE VI Indemnification Section 1. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a 9

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director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement or otherwise actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful. Section 2. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. Section 3. To the extent that any person referred to in the preceding two subsections of this Article VI has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in such subsections, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. Section 4. Any indemnification under the first two subsections of this Article VI (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth therein. Such determination shall be made (a) by the board of directors by a majority vote of a quorum (as defined in the bylaws of the corporation) consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders. 10

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Section 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors of the corporation in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation as authorized in this Article VI. Section 6. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled, under any statute, bylaw, agreement, insurance policy, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 7. By action of its board of directors, notwithstanding any interests of the directors in the action, the corporation shall have power to purchase and maintain insurance, in such amounts as the board of directors deems appropriate, on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not he is indemnified against such liability or expense under the provisions of this Article VI and whether or not the corporation would have the power or would be required to indemnify him against such liability under the provisions of this Article VI or of the Delaware General Corporation Law, now or hereafter in effect, or by any other applicable law. Section 8. For the purposes of this Article VI, references to "the corporation" include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity. ARTICLE VII Miscellaneous Section 1. Waivers of Notice. Whenever notice is required by law, the certificate of incorporation or these bylaws, a waiver of such notice in writing signed by the director, shareholder, or other person entitled to said notice, whether before or after the time stated in such waiver or, subject to Section 6 of Article III, such person's appearance at such meeting in person or (in the case of a shareholder's meeting) by proxy, shall be equivalent to such notice.

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Section 2. Voting of Securities by the Corporation. Unless otherwise provided by resolution of the board of directors, the president shall, on behalf of the corporation, attend in person or by substitute appointed by the president, or shall execute written instruments appointing a proxy or proxies, all meetings of the shareholders of any other corporation, association or other entity in which the corporation holds any stock or other securities and may execute written waivers of notice with respect to any such meetings. At all such meetings and otherwise, the president, in person or by substitute or proxy as aforesaid, may vote the stock or other securities so held by the corporation and may execute written consents or any other instruments with respect to such stock or securities and may exercise any and all rights and powers incident to the ownership of said stock or securities; subject, however, to the instructions, if any, of the board of directors. Section 3. Books and Records. The corporation shall keep correct and complete books and records of account, shall keep minutes of the proceedings of the meetings of the corporation's shareholders and board of directors and shall keep all other records required by law. The corporation shall also keep at the corporation's registered office or principal place of business or at the office of the corporation's transfer agent or registrar a record of the corporation's shareholders, giving the name and addresses of all shareholders and the number of shares held by each. Any person who is a shareholder of record, on written demand under oath stating the purpose of such examination, shall have the right to examine and make abstracts from, in person or by agent or attorney, at any reasonable time and for a purpose reasonably related to such person's interests as a shareholder, the corporation's books and records of account, minutes and record of shareholders. Section 4. Instruments. The board of directors may authorize any officer, agent or agents to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the corporation, and such authority may be general or confined to specific instances. Section 5. Amendments. These bylaws may be altered, amended or repealed, and new bylaws made, by the board of directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise. Section 6. Interpretation. These bylaws and each provision of these bylaws are subject to applicable statutory law and to the certificate of incorporation. 12

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Exhibit 3.13

-. ·---JI(. --TERRITORY OF THE BRITISH VIRGIN ISLANDS THE INTERNATIONAL BUSINESS COMPANIES ACT (CAP. 291) CERTIFICATE OF INCORPORATION (SECTIONS 14 AND 15) No. 320508 of the British Virgin Islands HEREBY CERTIFIES The Registrar of Companies pursuant to the International Business Companies Act, Cap. 291 that all the requirements of the Act in respect of incorporation having been satisfied, RED BACK MINING (GHANA) LIMITED is incorporated in the British Virgin Islands as an International Business Company this 14th day of April, 1999. Given under my hand and seal at ··-, Road·ToWn, in the Territory of the ;. i: Br±ttsh Vir'gin Islands ·-. --;-·· .. -,

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Exhibit 3.14

TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF RED BACK MINING (GHANA) LIMITED Incorporated on April 14,1999 as an International Business Company, and was automatically re-registered as a BVI Business Company on January 1, 2007 Approved by written resolutions of the sole member on 7 September 2016 Filed 19 September 2016 To disapply Part IV of the Transitional Provisions TMF (B.V.I.) Ltd. Palm Grove House P.O. Box 438 Road Town Tortola British Virgin Islands Legal – 11179069.4

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TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF RED BACK MINING (GHANA) LIMITED 1. NAME The name of the company is Red Back Mining (Ghana) Limited (the “Company”). 2. STATUS The Company is a company limited by shares. The Company was first incorporated as an international business company on April 14, 1999, and was, immediately prior to the date of automatic re-registration in accordance with the BVI Business Companies Act (the “Act”), governed by the International Business Companies Act (Cap 291). 3. REGISTERED OFFICE AND REGISTERED AGENT At the time of notice to disapply Part IV of Schedule 2 of the Act, the registered office of the Company was Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands. At the time of notice to disapply Part IV of Schedule 2 of the Act, the registered agent of the Company was TMF (B.V.I.) Ltd. of Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands. 4. CAPACITY AND POWERS Subject to the Act and any other British Virgin Islands legislation, the Company has, irrespective of corporate benefit: (a) full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and Legal – 11179069.4

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(b) for the purposes of subparagraph (a), full rights, powers and privileges. 5. NUMBER AND CLASSES OF SHARES The Company is authorised to issue up to a maximum of 50,000 shares of a single class with a par value of US$1.00 each. 6. RIGHTS ATTACHING TO SHARES Subject to the Articles, the terms of the issue of any share, or any Resolution of Members to the contrary (and, for greater clarity, without prejudice to any special rights conferred thereby on the holders of any other shares), a share of the Company confers on the holder: (a) the right to one vote at a meeting of the Members or on any Resolution of Members; (b) the right to an equal share in any Distribution paid by the Company; and (c) the right to an equal share in the distribution of the surplus assets of the Company on a winding up. 7. VARIATION OF CLASS RIGHTS The rights attached to any class or series of shares (unless otherwise provided by the terms of issue of the shares of that class or series), whether or not the Company is being wound-up, may be varied with the consent in writing of all the holders of the issued shares of that class or series or with the sanction of a resolution passed by a majority of the votes cast at a separate meeting of the holders of the shares of the class or series. 8. RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU Rights conferred upon the holders of the shares of any class or series issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class or series, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. 9. REGISTERED SHARES The Company shall issue registered shares only, and such shares may be in full or fractional form. The Company is not authorised to issue bearer shares, convert registered shares to bearer shares, or exchange registered shares for bearer shares. Legal – 11179069.4

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10. AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION Subject to Clause 7, the Company may amend its Memorandum or Articles by a Resolution of Members or a Resolution of Directors, save that no amendment may be made by a Resolution of Directors: (a) to restrict the rights or powers of the Members to amend the Memorandum or Articles; (b) to change the percentage of Members required to pass a Resolution of Members to amend the Memorandum or Articles; (c) in circumstances where the Memorandum or Articles cannot be amended by the Members; (d) to clauses 6, 7, 8 or this clause 10. 11. DEFINITIONS The meanings of words in this Memorandum are as defined in the Articles annexed hereto. We, TMF (B.V.I.) Ltd., registered agent of the Company, of Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands in our capacity as registered agent to the Company hereby apply for the disapplication of Part IV of Schedule 2 of the Act this 19 September 2016. Registered Agent Jacinth Ward Authorised Signatory TMF (B.V.I.) Ltd. . Legal – 11179069.4

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TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF RED BACK MINING (GHANA) LIMITED (a company limited by shares) Legal – 11179069.4

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TABLE OF CONTENTS INTERPRETATION DIRECTORS AND OFFICERS Election of Directors Number of Directors Term of Office of Directors Alternate and Reserve Directors Removal of Directors Vacancy in the Office of Director Remuneration of Directors Resignation of directors Directors to Manage Business Committees of Directors Officers and Agents Removal of Officers and Agents Duties of Officers Remuneration of Officers Standard of Care Conflicts of Interest Indemnification and Exculpation MEETINGS OF THE BOARD OF DIRECTORS Board Meetings Notice of Board Meetings Participation in Meetings by Telephone Quorum at Board Meetings Board to Continue in the Event of Vacancy Chairman to Preside Powers of Sole Director Proceedings if One Director CORPORATE RECORDS Documents to be Kept Form and Use of Seal ACCOUNTS Books of Account Form of Records Financial Statements Distribution of Accounts AUDITS Audit Appointment of Auditor Remuneration of Auditor Duties of Auditor Access to Records Auditor Entitled to Notice VOLUNTARY LIQUIDATION Liquidation 1. Definitions 37. 38. 39. 40. 41. 42. 43. 44. 45. 46. 47. 48. 49. 50. 51. 52. 53. SHARES Power to Issue Shares Power of the Company to Purchase its Shares Treatment of Purchased, Redeemed or Acquired Shares Treasury Shares Consideration Forfeiture of Shares Share Certificates Fractional Shares REGISTRATION OF SHARES Register of Members Registered Holder Absolute Owner Transfer of Registered Shares Transmission of Registered Shares ALTERATION OF SHARES Power to Alter Shares Restrictions on the Division of Shares DISTRIBUTIONS Distributions Power to Set Aside Profits Unauthorised Distributions Distributions to Joint Holders of Shares MEETINGS OF MEMBERS General Meetings Location Requisitioned General Meetings Notice Giving Notice Service of Notice Participating in Meetings by Telephone Quorum at General Meetings Chairman to Preside Voting on Resolutions Power to Demand a Vote on a Poll Voting by Joint Holders of Shares Instrument of Proxy Representation of Members Adjournment of General Meetings Business at Adjourned Meetings Directors Attendance at General Meetings 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 54. 55. 56. 57. 58. 59. 60. 61. 14. 15. 16. 17. 18. 19. 62. 63. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 64. 65. 66. 67. 68. 69. 70. 71. 72. 73. 74. Legal – 11179069.4

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PUNDA.MIINr AL OiANGl'.S o.ng.. Con iiort UJ'dcrPoreisnL$1 'IS. 76, IA!'I-Ili'I'90E9•

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Red Back Mining (Ghana) Limited Page 1 INTERPRETATION 1. Definitions 1.1 In these Articles, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively: Legal – 11179069.4 Act BVI Business Companies Act, as from time to time amended or restated; Articles these Articles of Association as originally registered or as from time to time amended or restated; Board the board of directors appointed or elected pursuant to these Articles and acting by Resolution of Directors; Company Red Back Mining (Ghana) Limited; Distribution (a) the direct or indirect transfer of an asset, other than the Company’s own shares, to or for the benefit of a Member; or (b) the incurring of a debt to or for the benefit of a Member; in relation to shares held by a Member and whether by means of the purchase of an asset, the purchase, redemption or other acquisition of shares, a transfer of indebtedness or otherwise, and includes a dividend; Member a person whose name is entered in the register of members as the holder of one or more shares, or fractional shares, in the Company; Memorandum the Memorandum of Association of the Company as originally registered or as from time to time amended or restated; Resolution of Directors (a) a resolution approved at a duly constituted meeting of directors or of a committee of directors of the Company by the affirmative vote of a simple majority of the directors present who voted and did not abstain; or

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Red Back Mining (Ghana) Limited Page 2 1.2 In these Articles, where not inconsistent with the context: (a) words denoting the plural number include the singular number and vice versa; (b) words denoting the masculine gender include the feminine and neuter genders; (c) words importing persons include companies, associations or bodies of persons whether corporate or not; (d) a reference to voting in relation to shares shall be construed as a reference to voting by Members holding the shares, except that it is the votes allocated to the shares that shall be counted and not the number of Members who actually voted and a reference to shares being present at a meeting shall be given a corresponding construction; (e) a reference to money is unless otherwise stated a reference to the currency in which shares of the Company shall be issued; (f) the words:-(i) "may" shall be construed as permissive; and Legal – 11179069.4 (b) a resolution consented to in writing by all of the directors or of all the members of the committee, as the case may be; Resolution of Members (a) a resolution approved at a duly constituted meeting of Members by the affirmative vote of a simple majority of the votes of those Members entitled to vote and voting on the resolution; or (b) a resolution consented to in writing by all of the Members entitled to vote thereon; Seal the common seal of the Company; Secretary the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary; and Treasury Share a share of the Company that was previously issued but was repurchased, redeemed or otherwise acquired by the Company and not cancelled.

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Red Back Mining (Ghana) Limited Page 3 (ii) "shall" shall be construed as imperative; and (g) unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Articles. 1.3 In these Articles, expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form. 1.4 Headings used in these Articles are for convenience only and are not to be used or relied upon in the construction hereof. SHARES 2. Power to Issue Shares Subject to the provisions of the Memorandum, the unissued shares of the Company shall be at the disposal of the Board which may, without prejudice to any rights previously conferred on the holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise dispose of the shares to such persons, at such times and upon such terms and conditions as the Company may by Resolution of Directors determine. 3. Power of the Company to Purchase its Shares Subject to these Articles, the Company may by Resolution of Directors purchase, redeem or otherwise acquire and hold its own shares. Sections 60, 61 and 62 of the Act shall not apply to the Company. 4. Treatment of Purchased, Redeemed or Acquired Shares 4.1 Subject to Article 4.2, a share that the Company purchases, redeems or otherwise acquires may be cancelled or held by the Company as a Treasury Share. 4.2 The Company may only hold a share that has been purchased, redeemed or otherwise acquired as a Treasury Share if the number of shares purchased, redeemed or otherwise acquired, when aggregated with shares of the same class already held by the Company as Treasury Shares, does not exceed 50% of the shares of that class previously issued by the Company, excluding shares that have been cancelled. 5. Treasury Shares 5.1 Treasury Shares may be transferred by the Company and the provisions of the Act, the Memorandum and these Articles that apply to the issue of shares apply to the transfer of Treasury Shares. 5.2 All the rights and obligations attaching to a Treasury Share are suspended and shall not be exercised by or against the Company while it holds the share as a Treasury Share. Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 4 6. Consideration 6.1 A share may be issued for consideration, in any form or a combination of forms, including money, a promissory note or other written obligation to contribute money or property, real property, personal property (including goodwill and know-how), services rendered or a contract for future services. 6.2 No share may be issued for a consideration, which is in whole or part, other than money unless the Board passes a resolution stating: (a) the amount to be credited for the issue of the share; and (b) that, in its opinion, the present cash value of the non-money consideration and money consideration, if any, is not less than the amount to be credited for the issue of the share. 6.3 No share may be issued by the Company that: (a) increases the liability of a person to the Company; or (b) imposes a new liability on a person to the Company, unless that person, or an authorised agent of that person, agrees in writing to becoming the holder of the share. 6.4 The consideration for a share with par value shall not be less than the par value of the share. 6.5 A bonus share issued by the Company shall be deemed to have been fully paid for on issue. 7. Forfeiture of Shares 7.1 Where a share is not fully paid for on issue, the Board may, subject to the terms on which the share was issued, at any time serve upon the Member a written notice of call specifying a date for payment to be made. 7.2 The written notice of call shall name a further date not earlier than the expiration of fourteen days from the date of service of the notice on or before which the payment required by the notice is to be made and shall contain a statement that in the event of non-payment at or before the time named in the notice, the share will be liable to be forfeited. 7.3 Where a notice complying with the foregoing provisions has been issued and the requirements of the notice have not been complied with, the Board by Resolution of Directors may, at any time before tender of payment forfeit and cancel the share to which the notice relates and direct that the register of members be updated. Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 5 7.4 Upon forfeiture and cancellation pursuant to Article 7.3, the Company shall be under no obligation to refund any moneys to that Member and that Member shall be discharged from any further obligation to the Company as regards the forfeited share. 8. Share Certificates 8.1 The Company shall not be required to issue certificates in respect of its shares to a Member, but may elect to do so by the determination of any one director or the Secretary in his sole discretion, upon the request and at the expense of the Member. 8.2 If the Company issues share certificates, the certificates shall be signed by at least one director or such other person who may be authorised by Resolution of Directors to sign share certificates, or shall be under the common seal of the Company, with or without the signature of any director, and the signatures and common seal may be facsimiles. 8.3 Any Member receiving a share certificate for registered shares shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a share certificate for registered shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a Resolution of Directors. 9. Fractional Shares The Company may issue fractional shares and a fractional share shall have the corresponding fractional rights, obligations and liabilities of a whole share of the same class or series of shares. REGISTRATION OF SHARES 10. Register of Members 10.1 The Board shall cause there to be kept a register of members in which there shall be recorded the name and address of each Member, the number of each class and series of shares held by each Member, the date on which the name of each Member was entered in the register of members and the date upon which any person ceased to be a Member. 10.2 The register of members may be in such form as the Board may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Unless the Board otherwise determines, the magnetic, electronic or other data storage form shall be the original register of members. 11. Registered Holder Absolute Owner 11.1 The entry of the name of a person in the register of members as a holder of a share in the Company is prima facie evidence that legal title in the share vests in that person. Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 6 11.2 The Company may treat the holder of a registered share as the only person entitled to: (a) exercise any voting rights attaching to the share; (b) receive notices; (c) receive a Distribution in respect of the share; and (d) exercise other rights and powers attaching to the share. 12. Transfer of Registered Shares 12.1 Registered shares in the Company shall only be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee. 12.2 The instrument of transfer shall also be signed by the transferee if registration as a holder of the share imposes a liability to the Company on the transferee. 12.3 The instrument of transfer shall be sent to the Company for registration. 12.4 The Company shall, on receipt of an instrument of transfer, enter the name and address of the transferee of the share in the register of members unless the Board resolves to refuse or delay the registration of the transfer for reasons that shall be specified in the resolution. 12.5 The Board is permitted to pass a Resolution of Directors refusing or delaying the registration of a transfer where it reasonably determines that it is in the best interest of the Company to do so. Without limiting the generality of the foregoing, the Board may refuse or delay the registration of a transfer of shares if the transferor has failed to pay an amount due in respect of those shares. 12.6 Where the Board passes a resolution to refuse or delay the registration of a transfer, the Company shall, as soon as practicable, send the transferor and the transferee a notice of the refusal or delay. 12.7 The transfer of a share is effective when the name of the transferee is entered in the register of members and the Company shall not be required to treat a transferee of a share in the Company as a Member until the transferee’s name has been entered in the register of members. 12.8 If the Board is satisfied that an instrument of transfer has been signed but that the instrument has been lost or destroyed, it may resolve: (a) to accept such evidence of the transfer of the shares as it considers appropriate; and (b) that the transfer of shares be recorded, including by the entry of the transferee’s name in the register of members. Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 7 13. Transmission of Registered Shares 13.1 The executor or administrator of the estate of a deceased Member, the guardian of an incompetent Member, the liquidator of an insolvent Member or the trustee of a bankrupt Member shall be the only person recognised by the Company as having any title to the Member’s share. 13.2 Any person becoming entitled by operation of law or otherwise to a share in consequence of the death, incompetence or bankruptcy of any Member may be registered as a Member upon such evidence being produced as may reasonably be required by the Board. An application by any such person to be registered as a Member shall for all purposes be deemed to be a transfer of the share of the deceased, incompetent or bankrupt Member and the Board shall treat it as such. 13.3 Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy of any Member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share and such request shall likewise be treated as if it were a transfer. ALTERATION OF SHARES 14. Power to Alter Shares 14.1 The Company may amend the Memorandum to increase or reduce the maximum number of shares that the Company is authorised to issue, or to authorise the Company to issue an unlimited number of shares. 14.2 Subject to the Memorandum and these Articles, the Company may: (a) divide its shares, including issued shares, into a larger number of shares; or (b) combine its shares, including issued shares, into a smaller number of shares; provided that, where shares are divided or combined, the aggregate par value (if any) of the new shares must be equal to the aggregate par value (if any) of the original shares. 14.3 A division or combination of shares, including issued shares, of a class or series shall be for a larger or smaller number, as the case may be, of shares in the same class or series. 15. Restrictions on the Division of Shares The Company shall not divide its shares if it would cause the maximum number of shares that the Company is authorised to issue to be exceeded. Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 8 DISTRIBUTIONS 16. Distributions 16.1 Subject to the approval of the Members (acting by Resolution of Members), the Board may, by Resolution of Directors, authorise a Distribution by the Company to Members at such time and of such an amount as it thinks fit if it is satisfied, on reasonable grounds, that immediately after the Distribution, the value of the Company’s assets exceeds its liabilities and the Company is able to pay its debts as they fall due. The resolution shall include a statement to that effect. 16.2 Notice of any Distribution that may have been authorised shall be given to each Member entitled to the Distribution in the manner provided in Article 24 and all Distributions unclaimed for three years after having been authorised may be forfeited by Resolution of Directors for the benefit of the Company. 17. Power to Set Aside Profits The Board may, before authorising any Distribution, set aside out of the profits of the Company such sum as it thinks proper as a reserve fund, and may invest the sum so set apart as a reserve fund in such securities as it may select. 18. Unauthorised Distributions 18.1 If, after a Distribution is authorised and before it is made, the Board ceases to be satisfied on reasonable grounds that immediately after the Distribution the value of the Company’s assets exceeds its liabilities and the Company is able to pay its debts as they fall due, such Distribution is deemed not to have been authorised. 18.2 A Distribution made to a Member at a time when, immediately after the Distribution, the value of the Company’s assets did not exceed its liabilities and the Company was not able to pay its debts as they fell due, is subject to recovery in accordance with the provisions of the Act. 19. Distributions to Joint Holders of Shares If two or more persons are registered as joint holders of any shares, any one of such persons may give an effectual receipt for any Distribution payable in respect of such shares. MEETINGS OF MEMBERS 20. General Meetings The Board, by Resolution of Directors, may convene meetings of the Members of the Company at such times and in such manner as the Board considers necessary or desirable. Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 9 21. Location Any meeting of the Members may be held in such place within or outside the British Virgin Islands as the Board considers appropriate. 22. Requisitioned General Meetings The Board shall call a meeting of the Members if requested in writing to do so by Members entitled to exercise at least thirty percent of the voting rights in respect of the matter for which the meeting is being requested. 23. Notice 23.1 The Board shall give not less than seven days notice of meetings of Members to those persons whose names, on the date the notice is given, appear as Members in the register of members of the Company and are entitled to vote at the meeting. 23.2 A meeting of Members held in contravention of the requirement in Article 23.1 is valid if Members holding a ninety percent majority of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a Member at the meeting shall be deemed to constitute waiver on his part. 23.3 The inadvertent failure of the Board to give notice of a meeting to a Member, or the fact that a Member has not received notice, does not invalidate the meeting. 24. Giving Notice 24.1 A notice may be given by the Company to any Member either by delivering it to such Member in person or by sending it to such Member's address in the register of members or to such other address given for the purpose. Notice may be sent by mail, courier service, cable, telex, telecopier, facsimile or other mode of representing words in a legible form. 24.2 Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the register of members and notice so given shall be sufficient notice to all the holders of such shares. 25. Service of Notice Any notice shall be deemed to have been served at the time when the same would be delivered in the ordinary course of transmission and, in proving such service, it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted, and the time when it was posted, delivered to the courier or to the cable company or transmitted by telex, facsimile or other method as the case may be. Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 10 26. Participating in Meetings by Telephone A Member shall be deemed to be present at a meeting of Members if he participates by telephone or other electronic means and all Members participating in the meeting are able to hear each other. 27. Quorum at General Meetings 27.1 A meeting of Members is properly constituted if at the commencement of the meeting there are present in person or by proxy not less than fifty percent of the votes of the shares or class or series of shares entitled to vote on Resolutions of Members to be considered at the meeting. 27.2 If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the next business day at the same time and place or to such other time and place as the Board may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the shares or each class or series of shares entitled to vote on the resolutions to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved. 27.3 If a quorum is present, notwithstanding the fact that such quorum may be represented by only one person then such person may resolve any matter and a certificate signed by such person accompanied where such person be a proxy by a copy of the proxy form shall constitute a valid Resolution of Members. 28. Chairman to Preside At every meeting of Members, the chairman of the Board shall preside as chairman of the meeting. If there is no chairman of the Board or if the chairman of the Board is not present at the meeting, the Members present shall choose one of their number to be the chairman. If the Members are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present in person or by proxy at the meeting shall preside as chairman. 29. Voting on Resolutions At any meeting of the Members the chairman shall be responsible for deciding in such manner as he shall consider appropriate whether any resolution has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes thereof. 30. Power to Demand a Vote on a Poll 30.1 At any meeting of Members a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to the provisions of these Articles, Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 11 every Member present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his hand. 30.2 If the chairman shall have any doubt as to the outcome of any resolution put to the vote, he shall cause a poll to be taken of all votes cast upon such resolution, but if the chairman shall fail to take a poll then any Member present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall thereupon cause a poll to be taken. If a poll is taken at any meeting, the result thereof shall be duly recorded in the minutes of that meeting by the chairman. 31. Voting by Joint Holders of Shares The following shall apply where shares are jointly owned: (a) if two or more persons hold shares jointly each of them may be present in person or by proxy at a meeting of Members and may speak as a Member; (b) if only one of the joint owners is present in person or by proxy he may vote on behalf of all of them; and (c) if two or more of the joint owners are present in person or by proxy they must vote as one. 32. Instrument of Proxy 32.1 A Member may be represented at a meeting of Members by a proxy (who need not be a Member) who may speak and vote on behalf of the Member. 32.2 An instrument appointing a proxy shall be in such form as the Board may from time to time determine or such other form as the chairman of the meeting shall accept as properly evidencing the wishes of the Member appointing the proxy. 32.3 The chairman of any meeting at which a vote is cast by proxy or on behalf of any person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within seven days of being so requested or the votes cast by such proxy or on behalf of such person shall be disregarded. 32.4 The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. 33. Representation of Members 33.1 Any person other than an individual which is a Member may by resolution in writing (certified or signed by a duly authorised person) of its directors or other governing body authorise such person as it thinks fit to act as its representative (in this Article, “Representative”) at any meeting of the Members or at the meeting of the Members of any class or series of shares and the Representative shall be entitled to exercise the same powers on behalf of the Member which he represents as that Member could exercise if it were an individual. Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 12 33.2 The right of a Representative shall be determined by the law of the jurisdiction where, and by the documents by which, the Member is constituted or derives its existence. In case of doubt, the Board may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the Board may rely and act upon such advice without incurring any liability to any Member. 34. Adjournment of General Meetings The chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place. 35. Business at Adjourned Meetings No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 36. Directors Attendance at General Meetings Directors of the Company may attend and speak at any meeting of Members of the Company and at any separate meeting of the holders of any class or series of shares in the Company. DIRECTORS AND OFFICERS 37. Election of Directors 37.1 The first registered agent of the Company shall, within six months of the date of incorporation of the Company, appoint one or more persons as the first director or directors of the Company. Thereafter, the directors shall be elected by a Resolution of Directors or a Resolution of Members, subject to Article 38.2 below. 37.2 No person shall be appointed as a director or nominated as a reserve director unless he has consented in writing to act as a director or to be nominated as a reserve director. 37.3 A director shall not require a share qualification, and may be an individual or a company. 37.4 Any director which is a body corporate may appoint any person its duly authorised representative for the purpose of representing it at Board meetings or with respect to unanimous written consents. 38. Number of Directors 38.1 The maximum number of directors may be fixed either by a Resolution of Directors or a Resolution of Members, provided that if the maximum number of directors is fixed by a Resolution of Members, then any change to the maximum number of directors shall only be made by a Resolution of Members. Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 13 38.2 Notwithstanding any other provision of the Memorandum or these Articles, at all times a majority of the directors shall be persons resident in the Netherlands (and the purported appointment of any person as a director in contravention of such requirement shall be void and of no effect). 39. Term of Office of Directors Each director shall hold office for the term, if any, as may be specified in the resolution appointing him or until his earlier death, resignation or removal. 40. Alternate and Reserve Directors 40.1 A director may at any time appoint any person (including another director) to be his alternate director and may at any time terminate such appointment. An appointment and a termination of appointment shall be by notice in writing signed by the director and deposited at the Registered Office or delivered at a meeting of the Board. 40.2 The appointment of an alternate director shall terminate on the happening of any event which, if he were a director, would cause him to vacate such office or if his appointor ceases for any reason to be a director. 40.3 An alternate director has the same rights as the appointing director in relation to any directors’ meeting and any written resolution circulated for written consent, save that he may not himself appoint an alternate director or a proxy. Any exercise by the alternate director of the appointing director’s powers in relation to the taking of decisions by the directors is as effective as if the powers were exercised by the appointing director. 40.4 If an alternate director is himself a director or attends a meeting of the Board as the alternate director of more than one director, his voting rights shall be cumulative. 40.5 Unless the Board determines otherwise, an alternate director may also represent his appointor at meetings of any committee of the directors on which his appointor serves; and this Article shall apply equally to such committee meetings as to meetings of the Board. 40.6 Where the Company has only one Member who is an individual and that Member is also the sole director, the sole member/director may, by instrument in writing, nominate a person who is not disqualified from being a director under the Act as a reserve director in the event of his death. 40.7 The nomination of a person as a reserve director ceases to have effect if: (a) before the death of the sole Member/director who nominated him he resigns as reserve director, or the sole Member/director revokes the nomination in writing, or (b) the sole Member/director who nominated him ceases to be the sole Member/director for any reason other than his death. Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 14 41. Removal of Directors 41.1 A director may be removed from office, with or without cause: (a) by a Resolution of Members at a meeting of the Members called for the purpose of removing the director or for purposes including the removal of the director; or (b) by a Resolution of Members consented to in writing by all of the Members entitled to vote thereon. 41.2 Notice of a meeting called under Article 41.1(a) shall state that the purpose of the meeting is, or the purposes of the meeting include, the removal of a director. 42. Vacancy in the Office of Director 42.1 Notwithstanding Article 37, the Board may appoint one or more directors to fill a vacancy on the Board. 42.2 For the purposes of this Article, there is a vacancy on the Board if a director dies or otherwise ceases to hold office as a director prior to the expiration of his term of office or there is otherwise a vacancy in the number of directors as fixed pursuant to Article 38. 42.3 The term of any appointment under this Article may not exceed the term that remained when the person who has ceased to be a director left or otherwise ceased to hold office. 43. Remuneration of Directors With the prior or subsequent approval by a Resolution of Members, the Board may, by a Resolution of Directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company. 44. Resignation of directors A director may resign his office by giving written notice of his resignation to the Company and the resignation shall have effect from the date the notice is received by the Company or from such later date as may be specified in the notice. 45. Directors to Manage Business 45.1 The business and affairs of the Company shall be managed by, or under the direction or supervision of, the Board. 45.2 The Board has all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 15 45.3 The Board may authorise the payment of all expenses incurred preliminary to and in connection with the formation and registration of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or these Articles required to be exercised by the Members of the Company, subject to any delegation of such powers as may be authorised by these Articles and to such requirements as may be prescribed by a Resolution of Members; but no requirement made by a Resolution of Members shall prevail if it is inconsistent with these Articles nor shall such requirement invalidate any prior act of the Board which would have been valid if such requirement had not been made. 45.4 Subject to the provisions of the Act, all cheques, promissory notes, draft, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Directors. 46. Committees of Directors 46.1 The Board may, by a Resolution of Directors, designate one or more committees of directors, each consisting of one or more directors. 46.2 Each committee of directors has such powers and authorities of the Board, including the power and authority to affix the Seal, as are set forth in these Articles or the Resolution of Directors establishing the committee, except that the Board has no power to delegate the following powers to a committee of directors: (a) to amend the Memorandum or these Articles; (b) to designate committees of directors; (c) to delegate powers to a committee of directors; (d) to appoint or remove directors; (e) to appoint or remove an agent; (f) to approve a plan of merger, consolidation or arrangement; (g) to make a declaration of solvency or approve a liquidation plan; or (h) to make a determination that the Company will, immediately after a proposed Distribution, meet the solvency test set out in the Act. 46.3 A committee of directors, where authorised by the Board, may appoint a sub-committee. 46.4 The meetings and proceedings of each committee of directors consisting of two or more directors shall be governed mutatis mutandis by the provisions of these Articles regulating the Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 16 proceedings of directors so far as the same are not superseded by any provisions in the resolution establishing the committee. 47. Officers and Agents 47.1 The Board may, by a Resolution of Directors, appoint any person, including a person who is a director, to be an officer or agent of the Company. Such officers may consist of a chairman of the Board, a vice chairman of the Board, a president and one or more vice presidents, secretaries and treasurers and such other officers as may from time to time be deemed desirable. Any number of offices may be held by the same person. 47.2 Each officer or agent has such powers and authorities of the Board, including the power and authority to affix the Seal, as are set forth in these Articles or the Resolution of Directors appointing the officer or agent, except that no officer or agent has any power or authority with respect to the following: (a) to amend the Memorandum or these Articles; (b) to change the registered office or agent; (c) to designate committees of directors; (d) to delegate powers to a committee of directors; (e) to appoint or remove directors; (f) to appoint or remove an agent; (g) to fix emoluments of directors; (h) to approve a plan of merger, consolidation or arrangement; (i) to make a declaration of solvency or approve a liquidation plan; (j) to make a determination that the Company will, immediately distribution, meet the solvency test set out in the Act; or after a proposed (k) to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands. 48. Removal of Officers and Agents The officers and agents of the Company shall hold office until their successors are duly elected and qualified, but any officer or agent elected or appointed by the Board may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors. Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 17 49. Duties of Officers In the absence of any specific allocation of duties it shall be the responsibility of the chairman of the Board to preside at meetings of directors and Members, the vice chairman to act in the absence of the chairman, the president to manage the day to day affairs of the Company, the vice presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the Secretary to maintain the register of members, register or directors, minute books, records (other than financial records) of the Company, and Seal and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company. 50. Remuneration of Officers The emoluments of all officers shall be fixed by Resolution of Directors. 51. Standard of Care A director, when exercising powers or performing duties as a director, shall exercise the care, diligence, and skill that a reasonable director would exercise in the same circumstances taking into account, but without limitation, (a) the nature of the Company, (b) the nature of the decision, and (c) the position of the director and the nature of the responsibilities undertaken by him. 52. Conflicts of Interest 52.1 A director shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to the Board, unless the transaction or proposed transaction (a) is between the director and the Company and (b) is to be entered into in the ordinary course of the Company’s business and on usual terms and conditions. 52.2 A transaction entered into by the Company in respect of which a director is interested is voidable by the Company unless the director complies with Article 52.1 or (a) the material facts of the interest of the director in the transaction are known by the Members entitled to vote at a meeting of Members and the transaction is approved or ratified by a Resolution of Members or (b) the Company received fair value for the transaction. 52.3 For the purposes of this Article, a disclosure is not made to the Board unless it is made or brought to the attention of every director on the Board. 52.4 A director who is interested in a transaction entered into or to be entered into by the Company may vote on a matter relating to the transaction, attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum and sign a document on behalf of the Company, or do any other thing in his capacity as director that relates to the transaction. Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 18 53. Indemnification and Exculpation 53.1 Subject to Article 53.2 the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who: (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or a liquidator of the Company; or (b) is or was, at the request of the Company, serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise. 53.2 Article 53.1 does not apply to a person referred to in that paragraph unless the person acted honestly and in good faith and in what he believed to be the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. 53.3 The decision of the Board as to whether the person acted honestly and in good faith and in what he believed to be the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of these Articles, unless a question of law is involved. 53.4 The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful. 53.5 If a person referred to in this Article has been successful in defence of any proceedings referred to therein, the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings. 53.6 Expenses, including legal fees, incurred by a director (or former director) in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the director (or former director, as the case may be) to repay the amount if it shall ultimately be determined that the director (or former director, as the case may be) is not entitled to be indemnified by the Company. 53.7 The indemnification and advancement of expenses provided by, or granted under these Articles are not exclusive of any other rights to which the person seeking indemnification or advancement of expenses may be entitled under any agreement, Resolution of Members, Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 19 resolution of disinterested directors or otherwise, both as to acting in the person’s official capacity and as to acting in another capacity while serving as a director of the Company. 53.8 The Company may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the Company, or who at the request of the Company is or was serving as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability under Article 53.1. MEETINGS OF THE BOARD OF DIRECTORS 54. Board Meetings 54.1 The Board or any committee thereof may meet at such times and in such manner and places within the Netherlands as it may determine to be necessary or desirable. Any director or the Secretary of the Company may call a Board meeting. 54.2 No meetings of the Board or any committee thereof shall be held outside the Netherlands and any meetings so held and decisions taken at such meetings shall be void and of no effect. 55. Notice of Board Meetings A director shall be given reasonable notice of a Board meeting, but a Board meeting held without reasonable notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting waive notice of the meeting, and for this purpose, the presence of a director at the meeting shall be deemed to constitute waiver on his part (except where a director attends a meeting for the express purpose of objecting to the transaction of business on the grounds that the meeting is not properly called). The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting. 56. Participation in Meetings by Telephone A director shall be deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other, provided that a majority of the directors participating in the meeting shall be physically present at the place within the Netherlands where the meeting is held, and any meetings held, or decisions taken at any meeting held, in contravention of this requirement shall be void and of no effect. 57. Quorum at Board Meetings The quorum necessary for the transaction of business at a meeting of directors shall be two directors. Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 20 58. Board to Continue in the Event of Vacancy The continuing directors may act notwithstanding any vacancy in their body, save that if their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum for a Board meeting, the continuing directors or director may act only for the purpose of appointing directors to fill any vacancy that has arisen or summoning a meeting of Members. 59. Chairman to Preside At every Board meeting the chairman of the Board shall preside as chairman of the meeting. If there is not a chairman of the Board or if the chairman of the Board is not present at the meeting, the vice chairman of the Board shall preside. If there is no vice chairman of the Board or if the vice chairman of the Board is not present at the meeting, the directors present shall choose one of their number to be chairman of the meeting. 60. Powers of Sole Director If the Company shall have only one director the provisions herein contained for Board meetings shall not apply but such sole director shall have full power to represent and act for the Company in all matters as are not by the Act or the Memorandum or these Articles required to be exercised by the Members of the Company. 61. Proceedings if One Director If the Company shall have only one director, in lieu of minutes of a meeting the director shall record in writing and sign a note or memorandum (or adopt a resolution in writing) concerning all matters requiring a Resolution of Directors and such note, memorandum or resolution in writing shall be kept in the minute book. Such a note, memorandum or resolution in writing shall constitute sufficient evidence of such resolution for all purposes. CORPORATE RECORDS 62. Documents to be Kept 62.1 The Company shall keep the following documents at the office of its registered agent: (a) the Memorandum and these Articles; (b) a copy of the register of members; (c) a copy of the register of directors; (d) a copy of the register of charges; (e) copies of all notices and other documents filed by the Company in the previous ten years, Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 21 and the originals of the foregoing documents (other than the Memorandum and these Articles) shall be kept at the Company’s principal office in the Netherlands (or at such other place or places within the Netherlands as the Board shall determine). 62.2 Where the Company keeps a copy of its register of members or register of directors at the office of its registered agent, it shall within 15 days of any change in the register, notify the registered agent, in writing, of the change, and it shall provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of directors is kept. 62.3 Where the place at which the original register of members or the original register of directors is changed, the Company shall provide the registered agent with the physical address of the new location of the records within 14 days of the change of location. 62.4 The Company shall keep the following records at the Company’s principal office in the Netherlands (or at such other place or places within the Netherlands as the Board shall determine): (a) the minutes of meetings and Resolutions of Members and of classes of Members; and (b) the minutes of meetings and Resolutions of Directors and committees of directors. 62.5 Where any of the minutes or resolutions described in the previous Article are kept at a place other than at the office of the Company’s registered agent, the Company shall provide the registered agent with a written record of the physical address of the place or places at which the records are kept. 62.6 Where the place at which any of the records described in Article 62.4 is changed, the Company shall provide the registered agent with the physical address of the new location of the records within 14 days of the change of location. 62.7 The Company’s records shall be kept in written form or either wholly or partly as electronic records. 63. Form and Use of Seal The Board shall provide for the safe custody of the Seal. An imprint thereof shall be kept at the office of the registered agent of the Company. The Seal when affixed to any written instrument shall be witnessed by any one director, the Secretary or Assistant Secretary, or by any person or persons so authorised from time to time by Resolution of Directors. ACCOUNTS 64. Books of Account 64.1 The Company shall keep records and underlying documentation that: Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 22 (a) are sufficient to show and explain the Company’s transactions; and (b) will, at any time, enable the financial position of the Company to be determined with reasonable accuracy. 64.2 The Company’s books and records and underlying documentation (including, without limitation, the books of account and profit and loss account and balance sheet of the Company, if any) shall be kept at the Company’s principal office in the Netherlands (or at such other place or places within the Netherlands as the Board shall determine). 64.3 Where any of the records and underlying documents described in this Article 64 are kept at a place other than at the office of the Company’s registered agent, the Company shall provide the registered agent with a written record of the physical address of the place or places at which the records and underlying documentation are kept and a record of the name of the person who maintains and controls the Company’s records and underlying documentation. 64.4 Where the place or places at which any of the records described in this Article 64, or the name of the person who maintains and controls the Company’s records and underlying documentation, changes, the Company shall provide the registered agent with the physical address of the new location of the records or the name of the new person who maintains and controls the Company’s records and underlying documentation, in each case within 14 days of the relevant change. 65. Form of Records 65.1 The records required to be kept by the Company under the Act, the Mutual Legal Assistance (Tax Matters Act), 2003, the Memorandum or these Articles shall be kept in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act (British Virgin Islands). 65.2 The records and underlying documentation shall be kept for a period of at least five years from the date of completion of the relevant transaction or the company terminates the business relationship to which the records and underlying documentation relate. 66. Financial Statements 66.1 If required by a Resolution of Members, the Board shall cause to be made out and served on the Members or laid before a meeting of Members a profit and loss account and balance sheet of the Company for such period and on such recurring basis as the Members think fit. 66.2 The Company's profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit or loss of the Company for that financial period, and a true and fair view of the state of affairs of the Company as at the end of that financial period. Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 23 67. Distribution of Accounts A copy of such profit and loss account and balance sheet shall be served on every Member in the manner and with similar notice to that prescribed herein for calling a meeting of Members or upon such shorter notice as the Members may agree to accept. AUDITS 68. Audit The Company may by Resolution of Members call for the accounts to be examined by an auditor. 69. Appointment of Auditor 69.1 The first auditor shall be appointed by Resolution of Directors; subsequent auditors shall be appointed by a Resolution of Members. 69.2 The auditor may be a Member of the Company but no director or other officer shall be eligible to be an auditor of the Company during his continuance in office. 70. Remuneration of Auditor The remuneration of the auditor of the Company: (a) in the case of an auditor appointed by the Board, may be fixed by Resolution of Directors; and (b) subject to the foregoing, shall be fixed by Resolution of Members or in such manner as the Company may by Resolution of Members determine. 71. Duties of Auditor The auditor shall examine each profit and loss account and balance sheet required to be served on every Member of the Company or laid before a meeting of the Members of the Company and shall state in a written report whether or not: (a) in its opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the state of affairs of the Company at the end of that period; and (b) all the information and explanations required by the auditor have been obtained. Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 24 72. Access to Records Every auditor of the Company shall have right of access at all times to the books of account of the Company, and shall be entitled to require from the directors and officers of the Company such information and explanations as he thinks necessary for the performance of the duties of the auditor. 73. Auditor Entitled to Notice The auditor of the Company shall be entitled to receive notice of, and to attend any meetings of Members of the Company at which the Company's profit and loss account and balance sheet are to be presented. VOLUNTARY LIQUIDATION 74. Liquidation The Company may be liquidated in accordance with the Act only if (a) it has no liabilities; or (b) it is able to pay its debts as they fall due and the value of its assets equals or exceeds its liabilities. The Board shall be permitted to pass a Resolution of Directors for the appointment of an eligible individual as a voluntary liquidator (or two or more eligible individuals as joint voluntary liquidators) of the Company if the Members have, by a Resolution of Members, approved the liquidation plan in accordance with the Act. FUNDAMENTAL CHANGES 75. Changes Notwithstanding section 175 of the Act, the Board may sell, transfer, lease, exchange or otherwise dispose of the assets of the Company without the sale, transfer, lease, exchange or other disposition being authorised by a Resolution of Members. 76. Continuation under Foreign Law The Company may by Resolution of Members or by Resolution of Directors continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws. Legal – 11179069.4

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Red Back Mining (Ghana) Limited Page 25 We, TMF (B.V.I.) Ltd., registered agent of the Company, of Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands in our capacity as registered agent to disapplication of Part IV of Schedule 2 of the Act this 19 September 2016. the Company hereby apply for the Registered Agent Jacinth Ward Authorised Signatory TMF (B.V.I.) Ltd. . Legal – 11179069.4

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Exhibit 3.15

 

Registre de Commerce et des Sociétés

 

Numéro RCS : B193622
Référence de dépôt : L180054441
Déposé et enregistré le 10/04/2018

 

White Ice Ventures Limited

 

Socíeté a responsabilité limitée

 

20, Rue des Peupliers

 

L-2328 Luxembourg

 

RC B 193.622

 

1.                                       DEFINITIONS AND INTERPRETATION

 

1.1                                In this Memorandum of Association and the Articles of Association, if not inconsistent with the subject or context:

 

Applicable Laws ” means any law, statute or regulation applicable to the Company in the British Virgin Islands or the Grand Duchy of Luxembourg (including, without limitation, the BC Act);

 

Articles ” means the attached Articles of Association of the Company;

 

BC Act ” means the BVI Business Companies Act, 2004 (No. 16 of 2004) and includes the regulations made under the Act;

 

Chairman of the Board ” has the meaning specified in Regulation OFFICERS AND AGENTS;

 

Distribution ” in relation to a distribution by the Company to a Shareholder means the direct or indirect transfer of an asset, other than Shares, to or for the benefit of the Shareholder, or the incurring of a debt to or for the benefit of a Shareholder, in relation to Shares held by a Shareholder, and whether by means of the purchase of an asset, the purchase, redemption or other acquisition of Shares, a transfer of indebtedness or otherwise, and includes a dividend;

 

Eligible Person ” means individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations of persons;

 

Special Resolution of Shareholders ” means either:

 

(a)                                  a resolution approved at a duly convened and constituted meeting of the Shareholders of the Company by the affirmative vote of a majority of or in excess of 75% of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted; or

 

(b)                                  provided that there are no more than 25 Shareholders, a resolution consented to in writing by a majority of or in excess of 75% of the votes of Shares entitled to vote thereon;

 

Memorandum ” means this Memorandum of Association of the Company;

 

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Registrar ” means the Registrar of Corporate Affairs appointed under section 229 of the BC Act;

 

RCS ” means the Luxembourg trade and companies registry;

 

Resolution of Directors ” means either:

 

(a)                                  a resolution approved at a duly convened and constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a majority of the directors present at the meeting who voted except that where a director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority; or

 

(b)                                  a resolution consented to in writing by all directors or by all members of a committee of directors of the Company, as the case may be;

 

Resolution of Shareholders ” means either:

 

(a)                                  a resolution approved at a duly convened and constituted meeting of the Shareholders of the Company by the affirmative vote of a majority of in excess of 50% of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted; or

 

(b)                                  provided that there are no more than 25 Shareholders, a resolution consented to in writing by a majority of in excess of 50% of the votes of Shares entitled to vote thereon;

 

Seal ” means any seal which, under Applicable Laws, has been duly adopted as the common seal of the Company;

 

Securities ” means Shares and debt obligations of every kind of the Company, and including without limitation options, warrants and rights to acquire Shares or debt obligations;

 

Share ” means a share issued or to be issued by the Company;

 

Shareholder ” means an Eligible Person whose name is entered in the register of members of the Company as the holder of one or more Shares;

 

Unanimous Resolution of Shareholders ” means either:

 

(a)                                  a resolution approved at a duly convened and constituted meeting of the Shareholders of the Company by the affirmative vote of 100% of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted; or

 

(b)                                  provided that there are no more than 25 Shareholders, a resolution consented to in writing by 100% of the votes of Shares entitled to vote thereon; and

 

written ” or any term of like import includes information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means,

 

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including electronic data interchange, electronic mail, telegram, telex or telecopy, and “in writing” shall be construed accordingly.

 

1.2                                In the Memorandum and the Articles, unless the context otherwise requires a reference to:

 

1.                                       a “ Regulation ” is a reference to a regulation of the Articles;

 

2.                                       a “ Clause ” is a reference to a clause of the Memorandum;

 

3.                                       voting by Shareholders is a reference to the casting of the votes attached to the Shares held by the Shareholder voting;

 

4.                                       Applicable Laws or the Memorandum or the Articles is a reference to Applicable Laws or those documents as amended or re enacted; and

 

5.                                       the singular includes the plural and vice versa.

 

1.3                                Any words or expressions defined in Applicable Laws unless the context otherwise requires bear the same meaning in the Memorandum and the Articles unless otherwise defined herein.

 

1.4                                Headings are inserted for convenience only and shall be disregarded in interpreting the Memorandum and the Articles.

 

1.5                                The Memorandum and Articles shall together constitute the bylaws of the Company.

 

2.                                       NAME

 

2.1                                The name of the Company is White Ice Ventures Limited.

 

2.2                                The Company was incorporated on the 22nd day of November, 2002, under the International Business Companies Act (Cap. 291) of the British Virgin Islands and immediately prior to its automatic re-registration under the BVI Business Companies Act, it was governed by the International Business Companies Act.

 

3.                                       STATUS

 

3.1                                The Company is a company limited by shares.

 

3.2                                The Company shall exist for an unlimited duration.

 

4.                                       REGISTERED OFFICE AND REGISTERED AGENT

 

4.1                                At the date of the notice disapplying Part IV of Schedule 2 of the BC Act, the registered office of the Company was at Craigmuir Chambers, Road Town, Tortola, British Virgin Islands, the office of the first registered agent.

 

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4.2                                At the date of the notice disapplying Part IV of Schedule 2 of the BC Act, the registered agent of the Company was Harneys Corporate Services Limited of Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands.

 

4.3                                The Company may by Unanimous Resolution of Shareholders change the location of its registered office or change its registered agent.

 

4.4                                Any change of registered office or registered agent will take effect on the registration by the Registrar of a notice of the change filed by the existing registered agent or a legal practitioner in the British Virgin Islands acting on behalf of the Company.

 

5.                                       CAPACITY AND POWERS

 

5.1                                The object of the Company is the acquisition, administration, management and disposal of investments in all kind of companies in any jurisdiction (including, without limitation, Luxembourg), in any form whatsoever (including, without limitation, companies the purpose of which is to invest in minerals, metals and other natural resources companies) and related activities. The Company may, without limitation, acquire by subscription, purchase, exchange or in any other manner any stock, shares and other equity securities, bonds, debentures, certificates of deposit and other debt instruments and more generally any securities and financial instruments issued by any public or private entity whatsoever.

 

5.2                                The Company may borrow in any form, except by way of public offer. It may issue notes, bonds and debentures and any kind of debt and/or equity securities, provided that such issuances shall only be conducted by way of private placement. The Company may also contract loans and grant all kinds of support, loans, advances and guarantees to companies, in which it has a direct or indirect interest. It may also give guarantees to, and grant securities in favour of, third parties to secure its obligations or the obligations of its subsidiaries, affiliated companies or any other company. The Company may further pledge, transfer, encumber or otherwise create security over some or all of its assets. The Company may hold interests in partnerships. It may also acquire, enhance and dispose of patents, licences, and all other intangible property, as well as rights deriving therefrom or supplementing them. In addition, the Company may acquire, manage, enhance and dispose of real estate located in any jurisdiction (including, without limitation, Luxembourg), and may lease or dispose of moveable property.

 

5.3                                The Company may carry out any and all commercial and financial operations, in any area whatsoever, in connection with the above activities.

 

6.                                       NUMBER AND CLASSES OF SHARES

 

6.1                                The Company is authorised to issue a maximum of 50,000 Shares of a single class of no par value.

 

6.2                                No Share in the Company may be issued until the consideration in respect of the Share is fully paid.

 

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7.                                       RIGHTS OF SHARES

 

7.1                                Each Share in the Company confers upon the Shareholder:

 

1.                                       the right to one vote at a meeting of the Shareholders or on any Resolution of Shareholders, Special Resolution of Shareholders or Unanimous Resolution of Shareholders;

 

2.                                       the right to an equal share in any dividend paid by the Company; and

 

3.                                       the right to an equal share in the distribution of the surplus assets of the Company on its liquidation.

 

7.2                                The Company may redeem, purchase or otherwise acquire all or any of the Shares in the Company subject to the Articles and Applicable Laws.

 

8.                                       VARIATION OF RIGHTS

 

If at any time the Shares are divided into different classes, the rights attached to any class may only be varied with the consent in writing of or by a resolution passed at a meeting by the holders of not less than 75% of the issued Shares in that class.

 

9.                                       RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU

 

The rights conferred upon the holders of the Shares of any class shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

 

10.                                REGISTERED SHARES

 

10.1                         The Company shall issue registered Shares only.

 

10.2                         The Company is not authorised to issue bearer Shares, convert registered Shares to bearer Shares or exchange registered Shares for bearer Shares.

 

11.                                TRANSFER OF SHARES

 

11.1                         The Company shall, on receipt of an instrument of transfer complying with the Articles, enter the name of the transferee of a Share in the register of members.

 

12.                                AMENDMENT OF THE MEMORANDUM AND THE ARTICLES

 

The Company may amend the Memorandum or the Articles by Special Resolution of Shareholders.

 

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ARTICLES OF ASSOCIATION

 

OF

 

White Ice Ventures Limited

 

1.                                       REGISTERED SHARES

 

1.1.                             Every Shareholder is entitled to a certificate signed by a director or officer of the Company, or any other person authorised by Resolution of Directors, or under the Seal specifying the number of Shares held by him and the signature of the director, officer or authorised person and the Seal may be facsimiles.

 

1.2.                             Any Shareholder receiving a certificate shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a certificate for Shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by Resolution of Directors.

 

2.                                       SHARES

 

2.1.                             Shares and other Securities may be issued at any time by Special Resolution of Shareholders.

 

2.2.                             The Company shall ensure that there are 3,405 Shares in the Company in issue, and that at all times, it shall maintain an amount of not less that USD 34,050.- in paid-up capital, such amount to be reflected in the books of account of the Company.

 

2.3.                             No Shares may be issued for a consideration other than money, unless a Resolution of Directors has been passed stating:

 

(3.a)                        the amount to be credited for the issue of the Shares; and,

 

(3.b)                        that, in the opinion of the directors, the present cash value of the non-money consideration and money consideration, if any, is not less than the amount to be credited for the issue of the Shares.

 

2.4.                             The Company shall keep a register (the “ register of members ”) containing:

 

(4.a)                        the names and addresses of the Eligible Persons who hold Shares;

 

(4.b)                        the number of each class and series, if applicable, of Shares held by each Shareholder;

 

(4.c)                         the date on which the name of each Shareholder was entered in the register of members; and

 

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(4.d)                        the date on which any Eligible Person ceased to be a Shareholder.

 

2.5.                             The register of members may be in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until the directors otherwise determine, the magnetic, electronic or other data storage form shall be the original register of members.

 

3.                                       REDEMPTION OF SHARES

 

3.1.                             The Company may purchase, redeem or otherwise acquire and hold its own Shares, save that the Company may not purchase, redeem or otherwise acquire its own Shares without the consent of Shareholders unless the Company is permitted to do so by all Applicable Laws.

 

3.2.                             The Company may only offer to purchase, redeem or otherwise acquire Shares if the Resolution of Directors authorising the purchase, redemption or other acquisition contains a statement that the directors are satisfied, on reasonable grounds, that immediately after the acquisition the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

 

3.3.                             The provisions of these Articles shall be the only provisions governing the purchase, redemption or acquisition by the Company of its own Shares.

 

3.4.                             Shares that the Company purchases, redeems or otherwise acquires pursuant to this Regulation shall be cancelled and the Company shall not hold treasury shares.

 

3.5.                             Where Shares are held by another body corporate of which the Company holds, directly or indirectly, shares having more than 50% of the votes in the election of directors of the other body corporate, all rights and obligations attaching to the Shares held by the other body corporate are suspended and shall not be exercised by the other body corporate.

 

4.                                       MORTGAGES AND CHARGES OF SHARES

 

4.1.                             Shareholders may mortgage or charge their Shares.

 

4.2.                             There shall be entered in the register of members at the written request of the Shareholder:

 

(2.a)                        a statement that the Shares held by him are mortgaged or charged;

 

(2.b)                        the name of the mortgagee or chargee; and

 

(2.c)                         the date on which the particulars specified in subparagraphs (a) and (b) are entered in the register of members.

 

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4.3.                             Where particulars of a mortgage or charge are entered in the register of members, such particulars may be cancelled:

 

(3.a)                        with the written consent of the named mortgagee or chargee or anyone authorised to act on his behalf; or

 

(3.b)                        upon evidence satisfactory to the directors of the discharge of the liability secured by the mortgage or charge and the issue of such indemnities as the directors shall consider necessary or desirable.

 

4.4.                             Whilst particulars of a mortgage or charge over Shares are entered in the register of members pursuant to this Regulation:

 

(4.a)                        no transfer of any Share the subject of those particulars shall be effected;

 

(4.b)                        the Company may not purchase, redeem or otherwise acquire any such Share; and

 

(4.c)                         no replacement certificate shall be issued in respect of such Shares,

 

without the written consent of the named mortgagee or chargee.

 

5.                                       TRANSFER OF SHARES

 

5.1.                             No Shareholder shall transfer Shares to any person, other than another Shareholder or Shareholders of the Company, unless he has obtained the prior approval of Shareholders holding at least 75% of Shares entitled to vote. If the Company has a sole Shareholder, the sole Shareholder may transfer Shares to any person.

 

5.2.                             Shares may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, which shall be sent to the Company for registration.

 

6.                                       MEETINGS AND CONSENTS OF SHAREHOLDERS

 

6.1.                             Any director of the Company may convene meetings of the Shareholders at such times and in such manner as the director considers necessary or desirable.

 

6.2.                             The Company shall each year hold an annual general meeting of Shareholders, at which the annual accounts of the Company shall be produced for approval by the Shareholders, which shall be held within 6 months after the end of the financial year of the Company or at such other time as may be specified in the notice of the annual general meeting.

 

6.3.                             The director convening a meeting shall give not less than 7 days’ notice of a meeting of Shareholders to:

 

(3.a)                        those Shareholders whose names on the date the notice is given appear as Shareholders in the register of members of the Company and are entitled to vote at the meeting; and

 

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(3.b)                        the other directors.

 

6.4.                             The director convening a meeting of Shareholders may fix as the record date for determining those Shareholders that are entitled to vote at the meeting the date notice is given of the meeting, or such other date as may be specified in the notice, being a date not earlier than the date of the notice.

 

6.5.                             A meeting of Shareholders held in contravention of the requirement to give notice is valid if all the Shareholders entitled to vote on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence or representation of a Shareholder at the meeting shall constitute waiver in relation to all the Shares which that Shareholder holds.

 

6.6.                             The inadvertent failure of a director who convenes a meeting to give notice of a meeting to a Shareholder or another director, or the fact that a Shareholder or another director has not received notice, does not invalidate the meeting.

 

6.7.                             A Shareholder may be represented at a meeting of Shareholders by a proxy who may speak and vote on behalf of the Shareholder.

 

6.8.                             The instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. The notice of the meeting may specify an alternative or additional place or time at which the proxy shall be presented.

 

6.9.                             The instrument appointing a proxy shall be in substantially the following form or such other form as the chairman of the meeting shall accept as properly evidencing the wishes of the Shareholder appointing the proxy.

 

White Ice Ventures Limited

 

I/We being a Shareholder of the above Company HEREBY APPOINT                         of                            or failing him                                  of                                   to be my/our proxy to vote for me/us at the meeting of Shareholders to be held on the           day of                          , 20             and at any adjournment thereof.

 

(Any restrictions on voting to be inserted here.)

Signed this               day of                            , 20

 

 

 

 

Shareholder

 

 

6.10.                      Shares in the Company shall not be jointly held and the Company shall not recognise any purported transfer in contradiction of this Regulation.

 

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6.11.                      A Shareholder shall be deemed to be present at a meeting of Shareholders if he participates by telephone or other electronic means and all Shareholders participating in the meeting are able to hear each other.

 

6.12.                      A meeting of Shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50% of the votes of the Shares entitled to vote on the Resolutions of Shareholders, Special Resolutions of Shareholders or Unanimous Resolutions of Shareholders to be considered at the meeting (as the case may be). A quorum may comprise a single Shareholder or proxy and then such person may pass a Resolution of Shareholders, Special Resolution of Shareholders or Unanimous Resolution of Shareholders and a certificate signed by such person accompanied where such person be a proxy by a copy of the proxy instrument shall constitute a valid Resolution of Shareholders, Special Resolution of Shareholders or Unanimous Resolution of Shareholders.

 

6.13.                      If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved; in any other case it shall stand adjourned to the next business day in the jurisdiction in which the meeting was to have been held at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the Shares or each class or series of Shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved.

 

6.14.                      At every meeting of Shareholders, the Chairman of the Board shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present at the meeting, the Shareholders present shall choose one of their number to be the chairman. If the Shareholders are unable to choose a chairman for any reason, then the person representing the greatest number of voting Shares present in person or by proxy at the meeting shall preside as chairman failing which the oldest individual Shareholder or representative of a Shareholder present shall take the chair.

 

6.15.                      The chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

 

6.16.                      At any meeting of the Shareholders the chairman is responsible for deciding in such manner as he considers appropriate whether any resolution proposed has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes of the meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution, he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman fails to take a poll then any Shareholder present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman

 

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shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting.

 

6.17.                      Subject to the specific provisions contained in this Regulation for the appointment of representatives of Eligible Persons other than individuals the right of any individual to speak for or represent a Shareholder shall be determined by the law of the jurisdiction where, and by the documents by which, the Eligible Person is constituted or derives its existence. In case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any Shareholder or the Company.

 

6.18.                      Any Eligible Person other than an individual which is a Shareholder may by resolution of its directors or other governing body authorise such individual as it thinks fit to act as its representative at any meeting of Shareholders or of any class of Shareholders, and the individual so authorised shall be entitled to exercise the same rights on behalf of the Shareholder which he represents as that Shareholder could exercise if it were an individual.

 

6.19.                      The chairman of any meeting at which a vote is cast by proxy or on behalf of any Eligible Person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such Eligible Person shall be disregarded.

 

6.20.                      Directors of the Company may attend and speak at any meeting of Shareholders and at any separate meeting of the holders of any class or series of Shares.

 

6.21.                      An action that may be taken by the Shareholders at a meeting may also be taken by a Resolution of Shareholders or a Special Resolution of Shareholders or an Unanimous Resolution of Shareholders consented to in writing, without the need for any notice, but if any Resolution of Shareholders or Special Resolution of Shareholders is adopted a copy of such resolution shall forthwith be sent to all Shareholders not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more Shareholders. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date upon which Shareholders holding a sufficient number of votes of Shares to constitute a Resolution of Shareholders or a Special Resolution of Shareholders or an Unanimous Resolution of Shareholders have consented to the resolution by signed counterparts.

 

6.22.                      Any Resolution of Shareholders, Special Resolution of Shareholders or Unanimous Resolution of Shareholders passed at a meeting of Shareholders shall be recorded in written minutes.

 

7.                                       DIRECTORS

 

7.1.                             The directors of the Company shall be appointed by Special Resolution of Shareholders.

 

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7.2.                             No person shall be appointed as a director of the Company unless he has consented in writing to be a director.

 

7.3.                             Subject to Sub Regulation 7.1., the minimum number of directors shall be two and there shall be no maximum number, provided that, at all times, at least one half of the directors shall be persons resident in Luxembourg (and, subject to Sub Regulation 7.1, the purported appointment of any person as a director in contravention of such requirement shall be void and of no effect).

 

7.4.                             Each director holds office for the term, if any, fixed by the resolution appointing him, or until his earlier death, resignation or removal. If no term is fixed on the appointment of a director, the director serves indefinitely until his earlier death, resignation or removal.

 

7.5.                             A director may be removed from office, with or without cause, by a Special Resolution of Shareholders passed at a meeting of Shareholders called for the purposes of removing the director or for purposes including the removal of the director.

 

7.6.                             A director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company or from such later date as may be specified in the notice. A director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under Applicable Laws.

 

7.7.                             The directors may at any time appoint any person to be a director either to fill a vacancy. Where the directors appoint a person as director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office and such appointment shall be approved by Special Resolution of Shareholders.

 

7.8.                             A vacancy in relation to directors occurs if a director dies or otherwise ceases to hold office prior to the expiration of his term of office.

 

7.9.                             The Company shall keep a register of directors containing:

 

(9.a)                        the names and addresses of the persons who are directors of the Company;

 

(9.b)                        the date on which each person whose name is entered in the register was appointed as a director of the Company;

 

(9.c)                         the date on which each person named as a director ceased to be a director of the Company;

 

(9.d)                        such other information as may be prescribed by Applicable Laws.

 

7.10.                      The register of directors may be kept in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining

 

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otherwise is passed, the magnetic, electronic or other data storage shall be the original register of directors.

 

7.11.                      The Shareholders may, by Resolution of Shareholders, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.

 

7.12.                      A director is not required to hold a Share as a qualification to office.

 

8.                                       POWERS OF DIRECTORS

 

8.1.                             Any two directors (or any other person or persons duly authorised to sign on behalf of the Company by a Resolution of Directors) may sign any document or other instrument (including any agreement, contract or instrument with any third party) required in connection with the day-to-day business of the Company.

 

8.2.                             The business and affairs of the Company shall be managed by, or under the direction or supervision of, the directors of the Company. The directors of the Company have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The directors may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by Applicable Laws or by the Memorandum or the Articles required to be exercised by the Shareholders.

 

8.3.                             Each director shall exercise his powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Memorandum, the Articles or Applicable Laws. Each director, in exercising his powers or performing his duties, shall act honestly and in good faith in what the director believes to be the best interests of the Company.

 

8.4.                             If the Company is the wholly owned subsidiary of a holding company, a director of the Company may, when exercising powers or performing duties as a director, act in a manner which he believes is in the best interests of the holding company even though it may not be in the best interests of the Company.

 

8.5.                             Any director which is a body corporate may appoint any individual as its duly authorised representative for the purpose of representing it at meetings of the directors, with respect to the signing of consents or otherwise.

 

8.6.                             The continuing directors may act notwithstanding any vacancy in their body.

 

8.7.                             The directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party.

 

8.8.                             All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Directors.

 

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8.9.                             The provisions of Section 175 of the BC Act shall not apply to the Company.

 

9.                                       PLACE OF CENTRAL ADMINISTRATION AND MANAGEMENT

 

9.1.                             The effective management place and seat of central administration shall be located in Luxembourg city, Grand Duchy of Luxembourg, and may be transferred to any other place in Luxembourg city by a Resolution of Directors.

 

9.2.                             Branches or other offices of the Company may be established either in Luxembourg or any other jurisdiction by a Resolution of Directors.

 

9.3.                             The Company may change its seat of central administration by a Unanimous Resolution of Shareholders passed by all of the Shareholders.

 

10.                                PROCEEDINGS OF DIRECTORS

 

10.1.                      Any one director of the Company may call a meeting of the directors by sending a written notice to each other director.

 

10.2.                      No meetings of the directors shall be held outside Luxembourg and any meetings so held and decisions taken at such meetings shall be void and of no effect.

 

10.3.                      A director is deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other.

 

10.4.                      A director shall be given not less than 3 days’ notice of meetings of directors, but a meeting of directors held without 3 days’ notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a director at a meeting shall constitute waiver by that director. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting.

 

10.5.                      A director may by a written instrument appoint any other director to act as his alternate director and the alternate shall be entitled to attend meetings in the absence of the director who appointed him and to vote in place of the director until the appointment lapses or is terminated. A person shall not be appointed as an alternate director unless he has consented in writing to act as such.

 

10.6.                      A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than a majority of the total number of directors, unless there are only 2 directors in which case the quorum is 2.

 

10.7.                      If the Company has only one director the provisions herein contained for meetings of directors do not apply and such sole director has full power to represent and act for the Company in all matters as are not by Applicable Laws, the Memorandum or the Articles required to be exercised by the Shareholders. In lieu of minutes of a meeting the sole

 

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director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.

 

10.8.                      At meetings of directors at which the Chairman of the Board is present, he shall preside as Chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present, the directors present shall choose one of their number to be chairman of the meeting.

 

10.9.                      An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of directors consented to in writing by all directors or by all members of the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one or more directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last director has consented to the resolution by signed counterparts.

 

11.                                COMMITTEES

 

11.1.                      To the extent permitted by Applicable Laws, the directors may, by Resolution of Directors, designate one or more committees, each consisting of one or more directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee.

 

11.2.                      To the extent permitted by Applicable Laws, where authorised by the Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, the committee may appoint a sub-committee and delegate powers exercisable by the committee to the sub-committee.

 

11.3.                      The meetings and proceedings of each committee of directors consisting of 2 or more directors shall be governed mutatis mutandis by the provisions of the Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the Resolution of Directors establishing the committee.

 

11.4.                      Where the directors delegate their powers to a committee of directors they remain responsible for the exercise of that power by the committee, unless they believed on reasonable grounds at all times before the exercise of the power that the committee would exercise the power in conformity with the duties imposed on directors of the Company under Applicable Laws.

 

12.                                OFFICERS AND AGENTS

 

12.1.                      The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, a president and one or more vice presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person.

 

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12.2.                      The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Shareholders, the president to manage the day to day affairs of the Company, the vice presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by Applicable Laws, and the treasurer to be responsible for the financial affairs of the Company.

 

12.3.                      The emoluments of all officers shall be fixed by Resolution of Directors.

 

12.4.                      The officers of the Company shall hold office until their successors are duly appointed, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors.

 

12.5.                      The directors may, by Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company.

 

12.6.                      To the extent permitted by Applicable Laws, an agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in the Articles or in the Resolution of Directors appointing the agent.

 

12.7.                      The Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company.

 

12.8.                      The directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him.

 

13.                                CONFLICT OF INTERESTS

 

13.1.                      A director shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to the board of directors of the Company, unless the transaction or proposed transaction (a) is between the director and the Company and (b) is to be entered into in the ordinary course of the Company’s business and on usual terms and conditions.

 

13.2.                      Subject to Applicable Laws, a transaction entered into by the Company in respect of which a director is interested is voidable by the Company unless the director complies with Sub-Regulation 13.1 or (a) the material facts of the interest of the director in the transaction are known by the Shareholders entitled to vote at a meeting of Shareholders and the transaction is approved or ratified by a Resolution of Shareholders or (b) the Company received fair value for the transaction.

 

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13.3.                      For the purposes of this Article, a disclosure is not made to the board of directors of the Company unless it is made or brought to the attention of every director on the board of directors of the Company.

 

13.4.                      A director who is interested in a transaction entered into or to be entered into by the Company may vote on a matter relating to the transaction, attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum and sign a document on behalf of the Company, or do any other thing in his capacity as director that relates to the transaction.

 

14.                                INDEMNIFICATION

 

14.1.                      Subject to the limitations hereinafter provided the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:

 

(1.a)                        is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of the Company; or

 

(1.b)                        is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise.

 

14.2.                      The indemnity in Sub-Regulation 14.1. only applies if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful.

 

14.3.                      For the purposes of Sub-Regulation 14.2., a director acts in the best interests of the Company if he acts in the best interests of

 

(3.a)                        the Company’s holding company; or

 

(3.b)                        a Shareholder or Shareholders of the Company;

 

in either case, in the circumstances specified in the Articles or Applicable Laws, as the case may be.

 

14.4.                      The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved.

 

14.5.                      The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did

 

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not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.

 

14.6.                      Expenses, including legal fees, incurred by a director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the director to repay the amount if it shall ultimately be determined that the director is not entitled to be indemnified by the Company in accordance with Sub-Regulation 14.1.

 

14.7.                      Expenses, including legal fees, incurred by a former director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the former director to repay the amount if it shall ultimately be determined that the former director is not entitled to be indemnified by the Company in accordance with Sub-Regulation 14.1. and upon such terms and conditions, if any, as the Company deems appropriate.

 

14.8.                      The indemnification and advancement of expenses provided by, or granted pursuant to, this section is not exclusive of any other rights to which the person seeking indemnification or advancement of expenses may be entitled under any agreement, Resolution of Shareholders, resolution of disinterested directors or otherwise, both as acting in the person’s official capacity and as to acting in another capacity while serving as a director of the Company.

 

14.9.                      If a person referred to in Sub-Regulation 14.1. has been successful in defence of any proceedings referred to in Sub-Regulation 14.1., the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.

 

14.10.               The Company may purchase and maintain insurance in relation to any person who is or was a director, officer or liquidator of the Company, or who at the request of the Company is or was serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in the Articles.

 

15.                                RECORDS

 

15.1.                      The Company shall keep a copy of the following documents at the office of its registered agent and at the seat of central administration of the Company:

 

(1.a)                        the Memorandum and the Articles;

 

(1.b)                        the register of members;

 

(1.c)                         the register of directors; and

 

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(1.d)                        all notices and other documents filed by the Company with the Registrar of Corporate Affairs or with the RCS.

 

15.2.                      The Company shall keep the following records at the seat of central administration of the Company:

 

(2.a)                        minutes of meetings and Resolutions of Shareholders and classes of Shareholders; and

 

(2.b)                        minutes of meetings and Resolutions of Directors and committees of directors.

 

15.3.                      The records kept by the Company under this Regulation shall be in written form or either wholly or partly as electronic records complying with the relevant requirements of Applicable Laws.

 

16.                                REGISTER OF CHARGES

 

The Company shall maintain, at the office of its registered agent and at the seat of central administration of the Company a register of charges (or a copy thereof) in which there shall be entered the following particulars regarding each mortgage, charge and other encumbrance created by the Company:

 

(1.a)                        the date of creation of the charge;

 

(1.b)                        a short description of the liability secured by the charge;

 

(1.c)                         a short description of the property charged;

 

(1.d)                        the name and address of the trustee for the security or, if there is no such trustee, the name and address of the chargee;

 

(1.e)                         unless the charge is a security to bearer, the name and address of the holder of the charge; and

 

(1.f)                          details of any prohibition or restriction contained in the instrument creating the charge on the power of the Company to create any future charge ranking in priority to or equally with the charge.

 

17.                                DISTRIBUTIONS BY WAY OF DIVIDEND

 

17.1.                      The directors of the Company may, by Resolution of Directors, authorise a Distribution by way of dividend at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the Distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

 

17.2.                      Dividends may be paid in money, shares, or other property.

 

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17.3.                      Notice of any dividend that may have been declared shall be given to each Shareholder as specified in Sub-Regulation 19.1. and all dividends unclaimed for 5 years after having been declared shall be deemed to have been forfeited for the benefit of the Company.

 

17.4.                      No dividend shall bear interest as against the Company.

 

18.                                ACCOUNTS AND AUDIT

 

18.1.                      The Company shall keep records that are sufficient to show and explain the Company’s transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

 

18.2.                      The directors shall prepare or procure that there are prepared annual accounts as at the end of each financial year of the Company, which accounts shall will be made available to Shareholders at the seat of central administration of the Company. The directors may be liable for the contents of such accounts, in accordance with Applicable Laws.

 

18.3.                      The Company’s financial year shall begin on the first day of January of each year and shall terminate on the last day of December of the relevant year.

 

18.4.                      The Company may by Resolution of Shareholders call for the directors to prepare periodically and make available a profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of the Company for a financial period and a true and fair view of the assets and liabilities of the Company as at the end of a financial period.

 

18.5.                      The Company may by Resolution of Shareholders call for the accounts to be examined by auditors.

 

18.6.                      The auditors shall be appointed by Resolution of Shareholders.

 

18.7.                      The auditors may be Shareholders, but no director or other officer shall be eligible to be an auditor of the Company during their continuance in office.

 

18.8.                      The remuneration of the auditors of the Company may be fixed by Resolution of Shareholders.

 

18.9.                      The auditors shall examine each profit and loss account and balance sheet required to be laid before a meeting of the Shareholders or otherwise given to Shareholders and shall state in a written report whether or not:

 

(9.a)                        in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the assets and liabilities of the Company at the end of that period; and

 

(9.b)                        all the information and explanations required by the auditors have been obtained.

 

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18.10.               The report of the auditors shall be annexed to the accounts and shall be read at the meeting of Shareholders at which the accounts are laid before the Company or shall be otherwise given to the Shareholders.

 

18.11.               Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the directors and officers of the Company such information and explanations as he thinks necessary for the performance of the duties of the auditors.

 

18.12.               The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of Shareholders at which the Company’s profit and loss account and balance sheet are to be presented.

 

19.                                NOTICES

 

19.1.                      Any notice, information or written statement to be given by the Company to Shareholders may be given by personal service or by mail addressed to each Shareholder at the address shown in the register of members.

 

19.2.                      Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company.

 

19.3.                      Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered to the registered office or the registered agent of the Company or that it was mailed in such time as to admit to its being delivered to the registered office or the registered agent of the Company in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid.

 

20.                                VOLUNTARY LIQUIDATION

 

The Company may by Special Resolution of Shareholders appoint a voluntary liquidator.

 

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SUIT LA VERSION FRANCAISE DU TEXTE QUI PRECEDE:

 

1.                                       DÉFINITIONS ET INTERPRÉTATION

 

1.1.                             Dans le présent Acte constitutif et les Statuts constitutifs, s’ils ne vont pas à l’encontre de l’objet ou du contexte, ces termes signifieront :

 

« Lois en vigueur » désigne toute loi, acte ou règlement en vigueur à l’égard de la Société dans les iles Vierges britanniques ou le Grand-Duché de Luxembourg (y compris, mais sans s’y limiter, la Loi sur les sociétés) ;

 

« Statuts » désigne les Statuts constitutifs ci-après de la Société ;

 

« Loi sur les sociétés » désigne la loi de 2004 sur les sociétés IVB (No. 16, 2004) et comprend les règlements en application de la Loi ;

 

« Président du Conseil d’administration » à la signification spécifiée dans le Règlement OFFICERS AND AGENTS ;

 

« Distribution » dans la cadre d’une distribution de la part de la Société à un Actionnaire désigne le transfert direct ou indirect d’un actif, autres que les Actions, à ou au profit d’un Actionnaire, ou le fait de contracter une dette à ou au profit d’un Actionnaire, en rapport avec des Actions détenues par un Actionnaire, que ce soit au moyen de l’achat d’un actif, de l’achat, du rachat ou de toute autre acquisition d’Actions, d’un transfert de l’endettement ou autres, et comprend un dividende ;

 

« Personne admissible » désigne des particuliers, des entreprises, des fiducies, des successions, des partenariats et des associations sans personnalité morale ;

 

« Résolution spéciale des Actionnaires » désigne soit :

 

a)                                      une résolution approuvée lors d’une assemblée dûment convoquée et constituée des Actionnaires de la Société par le vote affirmatif d’une majorité de ou supérieure à 75 % des voix des porteurs des Actions autorisés à voter qui étaient présents à l’assemblée et qui ont voté ; ou

 

b)                                      dans le cas où le nombre d’Actionnaires est inférieur à 25, une résolution ayant fait l’objet d’un consentement par écrit par une majorité de ou supérieure à 75 % des voix des porteurs des Actions autorisés à voter ;

 

« Acte » désigne le présent Acte constitutif de la Société ;

 

« Registre » désigne le Registre des sociétés nommé conformément à l’article 229 de la Loi sur les sociétés ;

 

« RCS » désigne le Registre de commerce et des sociétés de Luxembourg ;

 

« Résolution des gérants » désigne soit :

 

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a)                                      une résolution approuvée lors d’une assemblée dûment convoquée et constituée des gérants de la Société ou d’un comité de gérants de la Société par le vote affirmatif d’une majorité de gérants présents à l’assemblée qui ont voté, excepte lorsqu’un gérant à droit à plus d’un vote, auquel cas il fera l’objet d’une comptabilisation par le nombre de votes qu’il à émis aux fins d’établir une majorité ; ou

 

b)                                      une résolution ayant fait l’objet d’un consentement par écrit par tous les gérants ou par tous les membres d’un comité de gérants de la Société, le cas échéant ;

 

« Résolution des Actionnaires » désigne soit :

 

a)                                      une résolution approuvée lors d’une assemblée dûment convoquée et constituée des Actionnaires de la Société par le vote affirmatif d’une majorité de ou supérieure à 50 % des voix des porteurs des Actions autorisés à voter qui étaient présents à l’assemblée et qui ont voté ; ou

 

b)                                      dans le cas où le nombre d’Actionnaires est inférieur à 25, une résolution ayant fait l’objet d’un consentement par écrit par une majorité de ou supérieure à 50 % des voix des porteurs des Actions autorisés à voter ;

 

« Sceau » désigne tout sceau qui, conformément aux Lois en vigueur, à été dûment adopte comme le sceau ordinaire de la Société ;

 

« Titres » désigne les Actions et les titres de dettes de quelque sorte que ce soit de la Société, y compris mais sans s’y limiter les options, les garanties et les droits d’acquisition d’Actions ou de titres de dettes ;

 

« Action » désigne une action émise ou destinée à être émise par la Société ;

 

« Actionnaire » désigne une Personne admissible dont le nom est inscrit dans le registre des membres de la Société comme détenteur d’une ou de plusieurs Actions ;

 

« Résolution unanime des Actionnaires » désigne soit :

 

a)                                      une résolution approuvée lors d’une assemblée dûment convoquée et constituée des Actionnaires de la Société par le vote affirmatif de 100 % des voix des porteurs des Actions autorisés à voter qui étaient présents à l’assemblée et qui ont voté; ou

 

b)                                      dans le cas où le nombre d’Actionnaires est inférieur à 25, une résolution ayant fait l’objet d’un consentement par écrit par 100 % des voix des porteurs des Actions autorisés à voter; et

 

« écrit » ou tout terme de même nature comprend les informations générées, envoyées, reçues ou stockées de manière électronique, électrique, numérique, magnétique, optique, électromagnétique, biométrique ou photonique, y compris l’échange de données informatisées, la messagerie électronique, le télégramme, le télex ou la télécopie, et « par écrit » sera interprète en conséquence.

 

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1.2.                             Dans l’Acte et les Statuts, sauf indication contraire du contexte et à titre de référence :

 

(2.a)                        un « Règlement » fait référence à un règlement des Statuts;

 

(2.b)                        un « Article  » fait référence à un article de l’Acte ;

 

(2.c)                         le vote des Actionnaires fait référence à la répartition des votes rattaches aux Actions détenues par le droit de vote des Actionnaires ;

 

(2.d)                        Les Lois en vigueur, l’Acte ou les Statuts font référence aux Lois en vigueur ou aux documents tels que modifiés ou adoptes à nouveau ; et

 

(2.e)                         le singulier comprend le pluriel et vice versa.

 

1.3.                             Tous les mots ou expressions définis dans les Lois en vigueur, sauf indication contraire du contexte, doivent avoir le même sens dans l’Acte et dans les Statuts sauf définition contraire dans les présentes.

 

1.4.                             Les titres sont insérés uniquement à des fins de commodité et ne seront pas pris en considération dans le cadre de l’interprétation de l’Acte et des Statuts.

 

1.5.                             L’Acte et les Statuts constitueront conjointement les règlements administratifs de la Société.

 

2.                                       NOM

 

2.1.                             Le nom de la Société est White Ice Ventures Limited.

 

2.2.                             La Société à été constituée le 22 novembre 2002 conformément à la Loi sur les sociétés internationales (Chap. 291) des îles Vierges britanniques et immédiatement avant son réenregistrement automatique en vertu de la Loi sur les Sociétés IVB, elle était régie par la Loi sur les sociétés internationales.

 

3.                                       STATUT

 

3.1.                             La Société est une société à responsabilité limitée.

 

3.2.                             La Société est constituée pour une durée illimitée.

 

4.                                       SIÈGE SOCIAL ET REPRÉSENTANT LÉGAL

 

4.1.                             À la date de la notification d’exclusion de la Partie IV de l’Annexe 2 de la Loi sur les sociétés, le siège social de la Société était situé à Craigmuir Chambers, Road Town, Tortola, îles Vierges britanniques, siège du premier représentant légal.

 

4.2.                             À la date de la notification d’exclusion de la Partie IV de l’Annexe 2 de la Loi sur les sociétés, le représentant légal de la Société était Harneys Corporate Services Limited situe à Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, îles Vierges britanniques.

 

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4.3.                             La Société peut, par une Résolution unanime des Actionnaires, modifier l’emplacement de son siège social ou modifier son représentant légal.

 

4.4.                             Toute modification du siège social ou du représentant légal prendra effet au moment de l’enregistrement par le Registre d’une notification de la modification déposée par le représentant légal existant ou par un avocat habilité situé dans les îles Vierges britanniques agissant au nom de la Société.

 

5.                                       QUALITÉ ET POUVOIRS

 

5.1.                             L’objet de la Société est l’acquisition, l’administration, la gestion et la cession d’investissements dans des sociétés de tout type et dans tout territoire (y compris, mais sans s’y limiter, le Luxembourg), sous quelque forme que ce soit (y compris, mais sans s’y limiter, des sociétés dont l’objet est d’investir dans des minerais, des métaux et d’autres sociétés de ressources naturelles) et dans le cadre des activités qui y sont liées. La Société peut, mais sans s’y limiter, acquérir par souscription, achat, échange ou de quelque autre manière que ce soit tout stock de capital, actions et autres titres de participation, titres obligataires, obligations, certificats de dépôt et autres titres de créance et plus généralement tous les titres et les instruments financiers émis par toute entité publique ou privée quelle qu’elle soit.

 

5.2.                             La Société peut effectuer des emprunts sous quelque forme que ce soit, excepté au moyen d’une offre publique. Elle peut émettre des notes de service, des titres obligataires et des obligations et tout type de dettes et/ou de titres de participation, à condition que ces émissions soient uniquement effectuées au moyen d’un placement privé. La Société peut également contracter des prêts et octroyer tous types de soutiens, de prêts, d’avances et de garanties à des sociétés dans lesquelles elle possède un intérêt direct ou indirect. Elle peut également accorder des garanties et octroyer des titres en faveur de tiers afin de garantir ses obligations ou les obligations de ses filiales, de ses sociétés affiliées ou de toute autre société. La Société peut en outre donner en gage, transférer, consigner ou de toute autre manière constituer des titres à l’égard de tout ou partie de ses actifs. La Société peut détenir des intérêts dans des partenariats. Elle peut également acquérir, développer et céder des brevets, des licences, et tous les autres biens incorporels ainsi que les droits découlant de ceux-ci ou les complétant. De plus, la Société peut acquérir, gérer, développer et céder les biens réels situes dans quelque territoire que ce soit (y compris, mais sans s’y limiter, le Luxembourg), et peut louer ou céder des biens meubles.

 

5.3.                             La Société peut effectuer tous types d’opérations commerciales et financières, dans quelque région que ce soit, dans le cadre des activités susmentionnées.

 

6.                                       NOMBRE ET CATÉGORIES D’ACTIONS

 

6.1.                             La société est autorisé à émettre un maximum de 50.000 Actions d’une seule catégorie sans valeur nominale.

 

6.2.                             Aucune Action dans la Société ne peut être émise avant que la contrepartie à l’égard de l’Action soit entièrement payée.

 

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7.                                       DROITS DES ACTIONS

 

7.1.                             Chaque Action dans la Société confère à l’Actionnaire :

 

(1.a)                        le droit à un vote lors d’une assemblée des Actionnaires ou sur toute Résolution des Actionnaires, Résolution spéciale des Actionnaires ou Résolution unanime des Actionnaires ;

 

(1.b)                        le droit à une part égale dans tout dividende payé par la Société ; et

 

(1.c)                         le droit à une part égale dans la distribution des biens excédentaires de la Société lors de sa liquidation.

 

7.2.                             La Société peut racheter, acheter ou de toute autre manière acquérir tout ou partie des Actions dans la Société conformément aux Statuts et aux Lois en vigueur.

 

8.                                       MODIFICATION DES DROITS

 

Si, à tout moment, les Actions sont divisées en différentes catégories, les droits afférents à toute catégorie peuvent uniquement être modifies avec le consentement par écrit ou par une résolution adoptée lors d’une assemblée par les détenteurs d’au moins 75 % des Actions émises dans cette catégorie.

 

9.                                       DROITS NON MODIFIÉS PAR L’ÉMISSION D’ACTIONS PARI PASSU

 

Les droits conférés aux détenteurs des Actions de quelque catégorie que ce soit ne seront pas, sauf disposition contraire établie par les conditions d’émission des Actions de cette catégorie, réputés être modifies par la création ou l’émission d’Actions supplémentaires de rang pari passu y afférents.

 

10.                                ACTIONS NOMINATIVES

 

10.1.                      La Société émettra uniquement des Actions nominatives.

 

10.2.                      La Société n’est pas autorisée à émettre des Actions au porteur, à convertir des Actions nominatives en Actions au porteur ou à échanger des Actions nominatives contre des Actions au porteur.

 

11.                                TRANSFERT D’ACTIONS

 

11.1.                      La Société devra, au moment de la réception d’un acte de transfert en conformité avec les Statuts, entrer le nom du cessionnaire d’une Action dans le registre des membres.

 

12.                                MODIFICATION DE L’ACTE ET DES STATUTS

 

La Société peut modifier l’Acte ou les Statuts par une Résolution spéciale des Actionnaires.

 

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STATUTS CONSTITUTIFS

 

de

 

White Ice Ventures Limited

 

1.                                       ACTIONS NOMINATIVES

 

1.1                                Chaque Actionnaire est autorisé à recevoir un certificat signe par un gérant ou un dirigeant de la Société, ou par toute autre personne autorisée par une Résolution des gérants, ou portant le Sceau spécifiant le nombre d’Actions qu’il détient et la signature du gérant, du dirigeant ou de la personne autorisée ainsi que le Sceau peuvent être apposes électroniquement par télécopie.

 

1.2                                Tout Actionnaire recevant un certificat indemnisera et dégagera la Société, ses gérants et ses dirigeants de toute responsabilité découlant de toute perte ou responsabilité qu’il engage ou qu’il peut engager en raison d’une utilisation abusive ou frauduleuse ou d’une déclaration effectuée par quelque personne que ce soit en vertu de la possession concernée. Si un certificat d’Actions est use ou perdu, il peut être renouvelé au moyen de la fourniture du certificat use ou sur preuve satisfaisante de sa perte conjointement avec l’indemnité en question qui pourra être exigée par une Résolution des gérants.

 

2.                                       ACTIONS

 

2.1                                Les Actions et autres Titres peuvent être émis à tout moment par une Résolution spéciale des Actionnaires.

 

2.2                                La Société s’assurera qu’il y ait 3.405 Actions dans la Société en circulation et que, à tout moment, elle conservera un montant d’au moins 34.050,- USD en capital libéré, montant qui sera inscrit dans les livres comptables de la Société.

 

2.3                                Aucune Action ne peut être émise pour une contrepartie autre que de l’argent, à moins qu’une Résolution des Administrateurs n’ai été adoptée établissant :

 

1.                                       le montant à créditer pour l’émission des Actions ;

 

2.                                       que, de l’avis des administrateurs, la valeur de rachat actuelle de la contrepartie non monétaire et monétaire, le cas échéant, n’est pas inférieure au montant à créditer pour l’émission des Actions.

 

2.4                                La Société tiendra un registre (le « registre des membres ») contenant :

 

3.                                       les noms et les adresses des Personnes admissibles qui détiennent des Actions ;

 

4.                                       le nombre de chaque catégorie et série, le cas échéant, des Actions détenues par chaque Actionnaire ;

 

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5.                                       la date à laquelle le nom de chaque Actionnaire à été entre dans le registre des membres ; et

 

6.                                       la date à laquelle toute Personne admissible à cesse d’être un Actionnaire.

 

2.5                                Le registre des membres peut être constitue sous n’importe quelle forme qui pourra être approuvée par les gérants, mais s’il est constitué sous forme magnétique, électronique ou sous toute autre forme de stockage de données, la Société doit être en mesure de fournir une preuve visible de son contenu. Jusqu’à ce que les gérants en décident autrement, la forme magnétique, électronique ou toute autre forme de stockage de données constituera le registre des membres d’origine.

 

3.                                       RACHAT D’ACTIONS

 

3.1                                La Société peut acheter, racheter ou de toute autre manière acquérir et détenir ses propres Actions, excepte que la Société ne peut pas acheter, racheter ou de toute autre manière acquérir ses propres Actions sans le consentement des Actionnaires à moins que la Société ne soit autorisée à procéder ainsi conformément à toutes les Lois en vigueur.

 

3.2                                La Société peut uniquement proposer d’acheter, de racheter ou de toute autre manière d’acquérir des Actions si la Résolution des gérants autorisant l’achat, le rachat ou toute autre acquisition contient une déclaration établissant que les gérants sont convaincus, sur des motifs raisonnables immédiatement après l’acquisition, du fait que la valeur de l’actif de la Société est supérieure à son passif et que la Société est en mesure de payer ses dettes lorsqu’elles arrivent à échéance.

 

3.3                                Les dispositions des présents Statuts seront les seules dispositions régissant l’achat, le rachat ou l’acquisition par la Société de ses propres Actions.

 

3.4                                Les Actions que la Société acheté, rachète ou acquiert de quelque manière que ce soit conformément au présent Règlement seront annulées et la Société ne détiendra pas d’actions propres.

 

3.5                                Lorsque les Actions sont détenues par une autre personne morale dans laquelle la Société détient, directement ou indirectement, des actions comptant pour plus de 50 % des votes dans l’élection des gérants de l’autre personne morale, tous les droits et les obligations afférents aux Actions détenues par l’autre personne morale sont suspendus et ne seront pas exercés par l’autre personne morale.

 

4.                                       HYPOTHEQUES ET NANTISSEMENTS DES ACTIONS

 

4.1                                Les Actionnaires peuvent hypothéquer ou nantir leurs Actions.

 

4.2                                Les éléments suivants seront entrés dans le registre des membres à la demande écrite de l’Actionnaire :

 

1.                                       une déclaration établissant que les Actions qu’il détient sont hypothéquées ou nanties ;

 

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2.                                       le nom du créancier hypothécaire ou du titulaire de charge ; et

 

3.                                       la date à laquelle les détails spécifiés dans les alinéas à) et b) ont été entrés dans le registre des membres.

 

4.3                                Lorsque les détails d’une hypothèque ou d’un nantissement sont entrés dans le registre des membres, ces détails peuvent être annules :

 

1.                                       avec le consentement écrit du créancier hypothécaire ou du titulaire de charge désigne ou de toute personne autorisée à agir en son nom ; ou

 

2.                                       sur présentation aux gérants de la preuve satisfaisante de la décharge de la responsabilité engagée par l’hypothèque ou le nantissement et de l’émission de ces indemnités que les gérants estimeront comme nécessaire ou souhaitable.

 

4.4                                Tandis que les détails d’une hypothèque ou d’un nantissement à l’égard des Actions sont entrés dans le registre des membres conformément au présent Règlement :

 

1.                                       aucun transfert de quelque Action que ce soit se rapportant à ces détails ne sera effectué ;

 

2.                                       la Société ne peut pas acheter, racheter ou de toute autre manière acquérir quelque Action que ce soit ; et

 

3.                                       aucun certificat de remplacement ne peut être émis à l’égard de ces Actions,

 

sans le consentement écrit du créancier hypothécaire ou du titulaire de charge désigne.

 

5.                                       TRANSFERT D’ACTIONS

 

5.1                                Aucun Actionnaire ne transférera d’Actions à toute personne, autre qu’à un(des) autre(s) Actionnaire(s) de la Société, à moins qu’il n’ait obtenu l’approbation préalable des Actionnaires détenant au moins 75 % des voix des porteurs des Actions autorisés à voter. Si la Société possède un Actionnaire unique, l’Actionnaire unique peut transférer des Actions à n’importe quelle personne.

 

5.2                                Les Actions peuvent être transférées par un acte de transfert écrit signe par le cédant et contenant le nom et l’adresse du cessionnaire, qui sera envoyé à la Société en vue d’être enregistre.

 

6.                                       ASSEMBLÉES ET CONSENTEMENTS DES ACTIONNAIRES

 

6.1                                Tout gérant de la Société peut convoquer des assemblées des Actionnaires aux dates et sous la forme que les gérants estimeront nécessaires ou souhaitables.

 

6.2                                Chaque année, la Société tiendra une assemblée générale annuelle des Actionnaires, lors de laquelle les comptes annuels de la Société seront présentes en vue d’une approbation par les Actionnaires. Cette assemblée sera tenue dans un délai de 6 mois à compter de la fin de

 

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l’exercice financier de la Société ou à tout autre moment qui pourra être spécifié dans la notification de l’assemblée générale annuelle.

 

6.3                                le gérant convoquant une assemblée adressera une notification d’au moins 7 jours concernant une assemblée des Actionnaires :

 

1.                                       aux Actionnaires dont les noms, à la date à laquelle la notification est adressée, figurent comme Actionnaires dans le registre des membres de la Société et qui sont autorisés à voter lors de l’assemblée ; et

 

2.                                       aux autres gérants.

 

6.4                                le gérant convoquant une assemblée des Actionnaires peut fixer, en tant que date de clôture des registres permettant de déterminer les Actionnaires qui sont autorisés à voter lors de l’assemblée, la date à laquelle la notification de l’assemblée est adressée, ou toute autre date qui pourra être spécifiée dans la notification, à condition qu’il s’agisse d’une date ultérieure à la date de la notification.

 

6.5                                Une assemblée des Actionnaires tenue en violation de l’exigence d’adresser une notification est valide si tous les Actionnaires autorisés à voter à l’égard de toutes les questions soumises à l’assemblée ont renoncé à la notification de l’assemblée et, à cette fin, la présence ou la déclaration d’un Actionnaire lors de l’assemblée constituera une renonciation dans le cadre de toutes les Actions que cet Actionnaire détient.

 

6.6                                L’omission fortuite par un gérant qui convoque une assemblée d’adresser la notification d’une assemblée à un Actionnaire ou à un autre gérant, ou le fait qu’un Actionnaire ou un autre gérant n’ait pas reçu la notification ne donne pas lieu à l’annulation de l’assemblée.

 

6.7                                Un Actionnaire peut être représenté lors d’une assemblée des Actionnaires par un mandataire qui peut parler et voter au nom de l’Actionnaire.

 

6.8                                La procuration sera produite sur le lieu désigne pour l’assemblée avant le moment auquel l’assemblée doit être tenue et auquel la personne désignée dans cette procuration propose de voter. La notification de l’assemblée peut spécifier un autre lieu, un lieu supplémentaire ou un autre moment auquel la procuration sera présentée.

 

6.9                                La procuration aura en grande partie la forme suivante ou toute autre forme que le président de l’assemblée acceptera comme mettant en évidence de manière appropriée les souhaits de l’Actionnaire désignant le mandataire.

 

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White Ice Ventures Limited

 

Je/Nous soussigné(s), en qualité d’Actionnaire(s) de la Société susmentionnée, DÉSIGNE/DÉSIGNONS PAR LES PRESÉNTES

             de             ou, en son absence,                    de                      pour être mon/notre mandataire(s) afin de voter en mon/notre nom lors de l’assemblée

des Actionnaires qui se tiendra le                            20     et lors de tout ajournement de celle-ci.

 

(Toutes les restrictions au droit de vote doivent être insérées ici.)

 

Signe le                     20    

 

 

                        

 

Actionnaire

 

 

6.10                         Les Actions dans la Société ne seront pas conjointement détenues et la Société ne reconnaîtra aucun transfert présumé allant à l’encontre du présent Règlement.

 

6.11                         Un Actionnaire sera réputé être présent lors d’une assemblée des Actionnaires s’il participe par téléphone ou par l’intermédiaire de tout autre moyen électronique et tous les Actionnaires participant à l’assemblée seront en mesure de s’entendre réciproquement.

 

6.12                         Une assemblée des Actionnaires est dûment constituée si, au début de l’assemblée, se trouvent présentes en personne ou par l’intermédiaire d’un mandataire au moins 50 % des voix des porteurs des Actions autorisés à voter conformément aux Résolutions des Actionnaires, aux Résolutions spéciales des Actionnaires ou aux Résolutions unanimes des Actionnaires à prendre en compte lors de l’assemblée (le cas échéant). Un quorum peut comprendre un Actionnaire ou un mandataire unique, auquel cas cette personne peut adopter une Résolution des Actionnaires, une Résolution spéciale des Actionnaires ou une Résolution unanime des Actionnaires ainsi qu’un certificat signe par cette personne, accompagné, dans le cas où cette personne est un mandataire, d’une copie de la procuration qui constituera une Résolution des Actionnaires, une Résolution spéciale des Actionnaires ou une Résolution unanime des Actionnaires valides.

 

6.13                         Si, dans un délai de deux heures à compter du temps prévu pour l’assemblée, un quorum n’est pas présent, l’assemblée, si elle à été convoquée au moyen d’une requête des Actionnaires, sera annulée ; dans tout autre cas, elle se verra ajournée au prochain jour ouvrable dans le territoire sur lequel l’assemblée devait être tenue au même moment et au même endroit ou à tout autre moment et endroit que les gérants peuvent designer, et si, lors de l’assemblée ajournée, dans un délai d’une heure à compter du temps prévu pour l’assemblée, se trouvent présentes en personne ou par l’intermédiaire d’un mandataire au moins un tiers des voix des porteurs des Actions ou de chaque catégorie ou série d’Actions autorisés à voter à l’égard des questions soumises à l’assemblée, les personnes présentes constitueront un quorum, et dans le cas contraire, l’assemblée sera annulée.

 

6.14                         Lors de chaque assemblée des Actionnaires, le Président du Conseil d’administration présidera en tant que président de l’assemblée. S’il n’y à pas de Président du Conseil d’administration ou si le Président du Conseil d’administration n’est pas présent lors de

 

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l’assemblée, les Actionnaires présents choisiront parmi l’un d’entre eux pour être le président. Si les Actionnaires ne sont pas en mesure de choisir un président pour quelque raison que ce soit, alors la personne représentant le plus grand nombre d’Actions à droit de vote présente en personne ou par l’intermédiaire d’un mandataire présidera en tant que président et à défaut, cette tâche incombera à l’Actionnaire unique le plus âgé ou au représentant d’un Actionnaire le plus âgé.

 

6.15                         Le président peut, avec le consentement de l’assemblée, ajourner toute assemblée de temps à autre, et d’un lieu à un autre, mais aucune affaire ne sera conclue lors de toute assemblée ajournée autre que les affaires restées inachevées lors de l’assemblée à partir de laquelle l’ajournement à eu lieu.

 

6.16                         Lors de toute assemblée des Actionnaires, le président à la responsabilité de décider de la manière qu’il estime appropriée si toute résolution proposée à été effectuée ou non et la conséquence de cette décision sera annoncée lors de l’assemblée et enregistrée dans les minutes de l’assemblée. Si le président à le moindre doute quant à l’issue du vote concernant une résolution proposée, il procèdera à un scrutin afin que tous les votes soient pris en compte au moment de cette résolution. Si le président ne parvient pas à procéder à un scrutin, alors tout Actionnaire présent en personne ou par l’intermédiaire d’un mandataire qui conteste l’annonce effectuée par le président à propos du résultat de tout vote peut immédiatement, à la suite de cette annonce, exiger qu’un scrutin soit effectué et le président fera alors en sorte qu’un scrutin soit réalisé. Si un scrutin est réalisé lors de quelque assemblée que ce soit, le résultat sera annonce lors de l’assemblée et enregistre dans les minutes de l’assemblée.

 

6.17                         Sous réserve des dispositions spécifiques contenues dans le présent Règlement concernant la désignation des représentants des Personnes admissibles autres que des particuliers, le droit de tout particulier visant à parler pour ou à représenter un Actionnaire sera déterminé par la législation du territoire dans lequel, et par les documents au moyen desquels la Personne admissible est constituée ou dont son existence dépend. En cas d’incertitude, les gérants peuvent, de bonne foi, demander des conseils juridiques à toute personne qualifiée et à moins et jusqu’à ce qu’un tribunal compètent se prononce de quelque manière que ce soit, les gérants peuvent s’appuyer et agir selon de tels avis sans engager quelque responsabilité que ce soit à l’égard de quelque Actionnaire que ce soit ou de la Société.

 

6.18                         Toute Personne admissible autre qu’un particulier qui est un Actionnaire peut, par résolution de ses gérants ou de tout autre organe directeur, autoriser le particulier qu’il estime comme approprie à agir comme son représentant lors de toute assemblée des Actionnaires ou de toute catégorie des Actionnaires, et le particulier ainsi autorise sera autorisé à exercer les mêmes droits au nom de l’Actionnaire qu’il représenté de la même manière que cet Actionnaire pourrait les exercer en qualité de particulier.

 

6.19                         Le président de toute assemblée lors de laquelle un vote est établi par procuration ou au nom de toute Personne admissible autre qu’un particulier peut demander une copie certifiée par un notaire de cette procuration ou de cette autorisation qui sera produite dans un délai de 7 jours à compter de la demande à laquelle elle est exigée ou les votes établis par cette procuration ou au nom de cette Personne admissible ne seront pas pris en compte.

 

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6.20                         Les gérants de la Société peuvent assister et parler lors de toute assemblée des Actionnaires et lors de toute assemblée séparée des détenteurs de toute catégorie ou série d’Actions.

 

6.21                         Une mesure qui peut être prise par les Actionnaires lors d’une assemblée peut également être prise par une Résolution des Actionnaires, une Résolution spéciale des Actionnaires ou une Résolution unanime des Actionnaires ayant fait l’objet d’un consentement par écrit, sans aucun besoin de notification, mais si quelque Résolution des Actionnaires ou Résolution spéciale des Actionnaires que ce soit est adoptée, une copie de cette résolution sera sans délai envoyée à tous les Actionnaires n’accordant pas leur consentement à cette résolution. Le consentement peut être établi sous la forme de plusieurs exemplaires, chaque exemplaire étant signe par un ou plusieurs Actionnaires. Si le consentement est établi en un ou plusieurs exemplaires, et que les exemplaires comportent des dates différentes, alors la résolution prendra effet à la date la plus proche à laquelle les Actionnaires détenant un nombre suffisants d’Actions à droit de vote pour constituer une Résolution des Actionnaires, une Résolution spéciale des Actionnaires ou une Résolution unanime des Actionnaires ont consenti à la résolution au moyen de l’établissement de plusieurs exemplaires signes.

 

6.22                         Toute Résolution des Actionnaires, Résolution spéciale des Actionnaires ou Résolution unanime des Actionnaires adoptée lors d’une assemblée des Actionnaires sera enregistrée dans un compte rendu écrit.

 

7.                                       GERANTS

 

7.1                                Les gérants de la Société seront désignés par une Résolution spéciale des Actionnaires.

 

7.2                                Aucune personne ne sera désignée en tant que gérant de la Société à moins qu’elle n’ait consenti par écrit à être un gérant.

 

7.3                                Sous réserve de l’Article 7.1., le nombre minimum de gérants sera de deux et il n’y aura pas de nombre maximum à condition que, toutefois, au moins la moitié des gérants soient des personnes résidant au Luxembourg (et, sous réserve de la Article 7.1, la désignation supposée de toute personne en tant que gérant allant à l’encontre de cette exigence sera nulle et sans effet).

 

7.4                                Chaque gérant exerce ses fonctions pendant la période, le cas échéant, fixée par la résolution qui l’à désigné, ou jusqu’à son décès, sa démission ou sa destitution anticipée. Si aucune période n’est fixée lors de la désignation d’un gérant, le gérant est en fonction de manière indéfinie jusqu’à son décès, sa démission ou sa destitution anticipée.

 

7.5                                Un gérant peut être démis de ses fonctions, avec ou sans motif, par une Résolution spéciale des Actionnaires adoptée lors d’une assemblée des Actionnaires convoquée aux fins de destituer le gérant ou à des fins comprenant la destitution du gérant.

 

7.6                                Un gérant peut quitter ses fonctions en adressant une notification de sa démission à la Société et la démission prendra effet à compter de la date à laquelle la notification est reçue par la Société ou à compter de toute autre date ultérieure qui pourra être spécifiée dans la notification. Un gérant devra sans délai démissionner de son poste de gérant s’il est, ou s’il se voit interdire d’agir en tant que gérant conformément aux Lois en vigueur.

 

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7.7                                Les gérants peuvent à tout moment désigner quelque personne que ce soit pour être un gérant afin de pourvoir un poste vacant. Lorsque les gérants désignent une personne comme gérant pour pourvoir un poste vacant, la période n’excédera pas la période restante à laquelle la personne qui à cesse d’être un gérant à cesse ses fonctions et cette désignation sera approuvée par une Résolution spéciale des Actionnaires.

 

7.8                                Un poste vacant concernant la fonction de gérant se libéré si un gérant décède ou cesse de quelque manière que ce soit d’exercer ses fonctions avant l’expiration de son mandat.

 

7.9                                La Société tiendra un registre des gérants contenant :

 

1.                                       les noms et les adresses des personnes qui constituent les gérants de la Société ;

 

2.                                       la date à laquelle chaque personne dont le nom est entré dans le registre à été désignée comme gérant de la Société ;

 

3.                                       la date à laquelle chaque personne désignée comme gérant à cesse d’être un gérant de la Société ;

 

4.                                       toutes les autres informations qui pourront être prescrites par les Lois en vigueur.

 

7.10                         Le registre des gérants peut être tenu sous n’importe quelle forme qui pourra être approuvée par les gérants, mais s’il est constitué sous forme magnétique, électronique ou sous toute autre forme de stockage de données, la Société doit être en mesure de fournir une preuve visible de son contenu. Sauf Résolution des gérants en décidant autrement, la forme magnétique, électronique ou toute autre forme de stockage de données constituera le registre des gérants d’origine.

 

7.11                         Les Actionnaires peuvent, par une Résolution des Actionnaires, fixer la rémunération des gérants à l’égard des services à fournir en quelque qualité que ce soit à la Société.

 

7.12                         Un gérant n’est pas tenu de détenir une Action pour pouvoir exercer des fonctions.

 

8.                                       POUVOIRS DES GERANTS

 

8.1                                Deux gérants (ou toute autre personne ou toutes autres personnes dûment autorisées à signer au nom de la Société par une Résolution des gérants) peuvent signer tout document ou autre acte (y compris tout accord, contrat ou acte avec tout tiers) exige dans le cadre des activités commerciales quotidiennes de la Société.

 

8.2                                Les activités commerciales et les affaires de la Société seront gérées par, ou placées sous la direction ou la supervision des gérants de la Société. Les gérants de la Société auront tous les pouvoirs nécessaires pour gérer, et pour diriger et superviser les activités commerciales et les affaires de la Société. Les gérants peuvent payer toutes les dépenses engagées au préalable pour et dans le cadre de la constitution de la Société et peuvent exercer tous les pouvoirs de la Société dont les Lois en vigueur, l’Acte ou les Statuts n’exigent pas qu’ils soient exercés par les Actionnaires.

 

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8.3                                Chaque gérant exercera ses pouvoirs pour un motif approprie et n’agira pas ou n’acceptera pas d’agir envers la Société d’une manière allant à l’encontre de l’Acte, des Statuts ou des Lois en vigueur. Chaque gérant, dans l’exercice de ses pouvoirs ou dans l’exercice de ses obligations, agira honnêtement et de bonne foi par rapport à ce que le gérant estime être dans les meilleurs intérêts de la Société.

 

8.4                                Si la Société est la filiale détenue à cent pour cent d’une société mère, un gérant de la Société peut, lors de l’exercice de ses pouvoirs ou de l’exercice de ses obligations en tant que gérant, agir d’une manière qu’il estime être dans les meilleurs intérêts de la société mère, même si cela peut ne pas être dans les meilleurs intérêts de la Société.

 

8.5                                Tout gérant étant une personne morale peut designer tout particulier comme son représentant dûment autorise aux fins de le représenter lors des assemblées des gérants dans le cadre de la signature de consentements ou autres.

 

8.6                                Les gérants exerçant leurs fonctions de manière permanente peuvent agir malgré la présence de tout poste vacant au sein de leur organisme.

 

8.7                                Les gérants peuvent, par une Résolution des gérants, exercer tous les pouvoirs de la Société pour contracter des dettes, des responsabilités ou des obligations et pour garantir des dettes, des responsabilités ou des obligations qu’elles proviennent de la Société ou de tout tiers.

 

8.8                                Tous les chèques, billets à ordre, traites, lettres de change et autres instruments négociables et tous les reçus pour des sommes payées à la Société seront signes, rédiges, acceptes, approuves ou de toute autre manière exécutes, le cas échéant, de la manière qui sera déterminée de temps à autre par une Résolution des gérants.

 

8.9                                Les dispositions de l’article 175 de la Loi sur les sociétés ne s’appliquent pas à la Société.

 

9.                                       LIEU DE L’ADMINISTRATION ET DE LA GESTION CENTRALE

 

9.1                                Le lieu de gestion et le siège de l’administration centrale en vigueur se situeront dans la ville de Luxembourg, Grand-Duché de Luxembourg, et peuvent être transférés vers tout autre endroit dans la ville de Luxembourg par une Résolution des gérants.

 

9.2                                Les secteurs ou les autres bureaux de la Société peuvent être situes soit au Luxembourg soit dans tout autre territoire par une Résolution des gérants.

 

9.3                                La Société peut modifier son siège de l’administration centrale par une Résolution unanime des Actionnaires adoptée par tous les Actionnaires.

 

10.                                DÉLIBÉRATIONS DES GERANTS

 

10.1                         Tout gérant de la Société peut convoquer une assemblée des gérants en envoyant une notification écrite à chaque autre gérant.

 

10.2                         Aucune assemblée des gérants ne sera tenue en dehors du Luxembourg et toutes les assemblées ainsi tenues et les décisions prises lors de ces assemblées seront nulles et sans effet.

 

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10.3                         Un gérant est réputé être présent à une assemblée des gérants s’il participe par téléphone ou par l’intermédiaire de tout autre moyen électronique et tous les gérants participant à l’assemblée sont en mesure de s’entendre réciproquement.

 

10.4                         Un gérant se verra adresser une notification d’au moins 3 jours concernant les assemblées des gérants, mais une assemblée des gérants tenue sans qu’aucune notification de 3 jours n’ait été adressée à tous les gérants sera valide si tous les gérants autorisés à voter lors de l’assemblée et qui n’y sont pas présents renoncent à la notification de l’assemblée et à cette fin, la présence d’un gérant lors d’une assemblée constituera une renonciation par cet gérant. La défaillance involontaire liée au fait d’adresser une notification d’une assemblée à un gérant, ou le fait qu’un gérant n’ait pas reçu la notification ne donne pas lieu à l’annulation de l’assemblée.

 

10.5                         Un gérant peut, au moyen d’un acte écrit, designer un autre gérant pour agir comme gérant remplaçant et le remplaçant sera autorisé à assister aux assemblées en l’absence du gérant qui l’à désigné afin de voter à la place du gérant jusqu’à l’expiration ou la résiliation de la désignation. Une personne ne peut pas être nommée gérant remplaçant à moins qu’elle n’ait consenti à agir en tant que tel.

 

10.6                         Une assemblée des gérants est dûment constituée à toutes fins si, au début de l’assemblée, se trouvent présentes en personne ou par l’intermédiaire d’un remplaçant au moins une majorité du nombre total des gérants, à moins qu’il n’y ait uniquement 2 gérants, auquel cas le quorum sera de 2.

 

10.7                         Si la Société compte uniquement un gérant, les dispositions contenues dans les présentes concernant les assemblées des gérants ne s’appliquent pas et ce gérant unique à les pleins pouvoirs pour représenter et agir pour la Société à l’égard de toutes les questions dont les Lois en vigueur, l’Acte ou les Statuts n’exigent pas qu’elles soient du ressort des Actionnaires. À la place des minutes d’une assemblée, le gérant unique enregistrera par écrit et signera un billet ou une note de service à l’égard de toutes les questions requérant une Résolution des gérants. Un tel billet ou une telle note de service constitue une preuve suffisante de cette résolution à toutes fins.

 

10.8                         Lors des assemblées des gérants auxquelles le Président du Conseil d’administration est présent, il présidera en tant que président de l’assemblée. S’il n’y à pas de Président du Conseil d’administration ou si le Président du Conseil d’administration n’est pas présent, les gérants présents choisiront l’un d’entre eux pour être le président de l’assemblée.

 

10.9                         Une mesure qui peut être prise par les gérants ou un comité des gérants lors d’une assemblée peut également être prise par une Résolution des gérants ou une résolution d’un comité des gérants ayant fait l’objet d’un consentement par écrit par tous les gérants ou par tous les membres du comité, le cas échéant, sans aucun besoin de notification. Le consentement peut être établi sous la forme de plusieurs exemplaires, chaque exemplaire étant signe par un ou plusieurs gérants. Si le consentement est établi en un ou plusieurs exemplaires, et que les exemplaires comportent des dates différentes, alors la résolution prendra effet à la date à laquelle le dernier gérant à accorde son consentement à la résolution au moyen de l’établissement de plusieurs exemplaires signes.

 

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11.                                COMITÉS

 

11.1                         Dans la mesure permise par les Lois en vigueur, les gérants peuvent, par une Résolution des gérants, designer un ou plusieurs comités, chacun constitué d’un ou de plusieurs gérants, et déléguer un ou plusieurs de leurs pouvoirs, y compris le pouvoir d’apposer le Sceau, au comité.

 

11.2                         Dans la mesure permise par les Lois en vigueur, lorsque cela est autorisé par la Résolution des gérants désignant ce comité ou par une Résolution des gérants ultérieure, le comité peut désigner un sous-comite et déléguer au sous comite des pouvoirs pouvant être exercés par le comité.

 

11.3                         Les assemblées et les délibérations de chaque comité des gérants constitue de 2 ou de plusieurs gérants seront régies mutatis mutandis par les dispositions des Statuts régissant les délibérations des gérants dans la mesure ou celles-ci ne sont pas remplacées par toutes autres dispositions dans la Résolution des gérants établissant le comité.

 

11.4                         Lorsque les gérants délèguent leurs pouvoirs à un comité des gérants, ils restent responsables de l’exercice de ce pouvoir par le comité, à moins qu’ils n’estiment sur des motifs raisonnables à tout moment et avant l’exercice du pouvoir en question que le comité exercerait le pouvoir en conformité avec les obligations imposées aux gérants de la Société conformément aux Lois en vigueur.

 

12.                                DIRIGEANTS ET REPRESÉNTANTS

 

12.1                         La Société peut, par une Résolution des gérants, désigner des dirigeants de la Société à tout moment qu’elle estimera nécessaire ou approprie. Ces dirigeants peuvent être un Président du Conseil d’administration, un président et un ou plusieurs vice-présidents, des secrétaires et des trésoriers et tous autres dirigeants qui pourront de temps à autre être estimes comme nécessaires ou appropries. Un nombre indéfini de bureaux peuvent être occupes par la même personne.

 

12.2                         Les dirigeants exerceront les obligations telles que prescrites au moment de leur désignation sous réserve de toute modification concernant ces obligations qui pourront être prescrites par la suite par une Résolution des gérants. En l’absence de toute prescription spécifique des obligations, il sera de la responsabilité du Président du Conseil de présider lors des assemblées des gérants et des Actionnaires, le président devra gérer les activités commerciales quotidiennes de la Société, les vice-présidents devront agir par ordre d’ancienneté en l’absence du président mais de toute autre manière pour exercer les obligations qui pourront leur être déléguées par le président, les secrétaires devront tenir le registre des membres, les livres des minutes et les enregistrements (autres que les registres financiers) de la Société et s’assurer de la conformité avec toutes les exigences de procédure imposées à la Société par les Lois en vigueur, et le trésorier sera responsable de la situation financière de la Société.

 

12.3                         La rémunération de tous les dirigeants sera fixée par une Résolution des gérants.

 

12.4                         Les dirigeants de la Société exerceront leurs fonctions jusqu’à ce que leurs ayants-droit soient dûment désignés, mais tout dirigeant élu ou désigne par les gérants peut être destitue à tout

 

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moment, avec ou sans motif, par une Résolution des gérants. Tout poste vacant libéré dans quelque bureau de la Société que ce soit peut être pourvu par une Résolution des gérants.

 

12.5                         Les gérants peuvent, par une Résolution des gérants, designer toute personne, y compris une personne qui est gérant, comme représentant de la Société.

 

12.6                         Dans la mesure permise par les Lois en vigueur, un représentant de la Société aura les pouvoirs et l’autorisation des gérants, y compris le pouvoir et l’autorisation d’apposer le Sceau, tel qu’établis dans les Statuts ou dans la Résolution des gérants qui à désigne le représentant.

 

12.7                         La Résolution des gérants désignant un représentant peut autoriser le représentant à désigner un ou plusieurs suppléants ou délégués pour exercer tout ou partie des pouvoirs conférés au représentant par la Société.

 

12.8                         Les gérants peuvent destituer un représentant désigne par la Société et révoquer ou modifier un pouvoir qui lui à été confère.

 

13.                                CONFLIT D’INTÉRÊTS

 

13.1                         Un gérant devra, sans délai après avoir pris conscience du fait qu’il est intéresse par une transaction conclue ou destinée à être conclue par la Société, faire part de son intérêt au conseil de gérance de la Société, à moins que la transaction ou la transaction proposée (à) soit entre le gérant et la Société et (b) doive être conclue dans le cadre du déroulement ordinaire des affaires de la Société ET dans des modalités et conditions usuelles.

 

13.2                         Sous réserve des Lois en vigueur, une transaction conclue par la Société en vertu de laquelle un gérant est intéresse est annulable par la Société à moins que le gérant se conforme à l’Article 13.1 ou (à) les fait matériels de l’intérêt du gérant dans la transaction sont connus par les Actionnaires autorisés à voter en assemblée des Actionnaires et la transaction est approuvée ou ratifiée par une Résolution des Actionnaires ou (b) la Société à reçu juste valeur pour la transaction.

 

13.3                         Aux fins de cet Article, une divulgation n’est pas faite au conseil de gérance de la Société à moins qu’elle ne soit faite ou portée à l’attention de tous les gérants du conseil de gérance de la Société.

 

13.4                         Un gérant qui est intéressé par une transaction conclue ou destinée à être conclue par la Société peut voter à l’égard d’une question se rapportant à la transaction, assister à une assemblée des gérants lors de laquelle une question est soulevée à l’égard de la transaction et figurer parmi les gérants présents lors de l’assemblée aux fins d’un quorum et signer un document au nom de la Société, ou prendre toute autre mesure en sa qualité de gérant, se rapportant à la transaction.

 

14.                                INDEMNISATION

 

14.1                         Sous réserve des restrictions exposées ci-après, la Société indemnisera, à l’égard de toutes les dépenses, y compris les honoraires d’avocat, et de tous les jugements, amendes et

 

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montants payes à titre de règlement et raisonnablement engagés dans le cadre de procédures juridiques, administratives ou d’investigation, toute personne qui :

 

1.                                       fait ou faisait partie ou qui est menacée de faire partie de toutes procédures en cause, en attente ou terminées, qu’elles soient civiles, pénales, administratives ou d’investigation, en raison du fait que la personne est ou était un gérant de la Société; ou qui

 

2.                                       exerce ou exerçait, à la demande de la Société, des fonctions de gérant, ou qui agit ou agissait en toute autre qualité pour une autre personne morale ou un partenariat, une coentreprise, une fiducie ou une autre entreprise.

 

14.2                         L’indemnité mentionnée dans l’Article 14.1. s’applique uniquement si la personne à agi honnêtement et de bonne foi au mieux des intérêts de la Société et, dans le cas de procédures pénales, si la personne n’avait aucun motif raisonnable de penser que sa conduite était illégale.

 

14.3                         Aux fins de l’Article 14.2., un gérant agit dans les meilleurs intérêts de la Société s’il agit dans les meilleurs intérêts de

 

1.                                       la société mère de la Société ; ou

 

2.                                       d’un Actionnaire ou des Actionnaires de la Société ;

 

et dans l’un ou l’autre cas, dans les circonstances spécifiées dans les Statuts ou les Lois en vigueur, le cas échéant.

 

14.4                         La décision des gérants concernant le fait de savoir si la personne à agi honnêtement et de bonne foi et au mieux des intérêts de la Société et le fait de savoir si la personne n’avait aucun motif raisonnable de penser que sa conduite était illégale est, en l’absence de fraude, suffisante aux fins des Statuts, à moins qu’une question de loi ne soit concernée.

 

14.5                         La résiliation de toutes les procédures par tout jugement, ordonnance, règlement, condamnation ou la conclusion d’un nolle prose qui ne crée pas, par elle-même, une présomption établissant que la personne n’à pas agi honnêtement et de bonne foi et aux mieux des intérêts de la Société ou que la personne avait un motif raisonnable de penser que sa conduite était illégale.

 

14.6                         Les dépenses, y compris les honoraires d’avocat, engagées par un gérant dans le cadre de la défense de toutes procédures juridiques, administratives ou d’investigation peuvent être payées par la Société avant la décision finale de ces procédures au moment de la réception d’un engagement par ou au nom du gérant visant à payer à nouveau le montant s’il doit être en fin de compte décide que le gérant n’est pas autorisé à être indemnise par la Société conformément à l’ Article 14.1.

 

14.7                         Les dépenses, y compris les honoraires d’avocat, engagées par un ancien gérant dans le cadre de la défense de toutes procédures juridiques, administratives ou d’investigation peuvent être payées par la Société avant la décision finale de ces procédures au moment de la réception d’un engagement par ou au nom de l’ancien gérant visant à payer à nouveau le montant s’il doit être en fin de compte décide que l’ancien gérant n’est pas autorisé à être indemnise par la Société

 

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conformément à l’Article 14.1. et aux conditions générales, le cas échéant, que la Société juge appropriées.

 

14.8                         L’indemnisation et l’avance des dépenses fournies, ou octroyées conformément au présent article ne sont pas exclusives de tous autres droits auxquels la personne cherchant à obtenir une indemnisation ou une avance pour dépenses peut être autorisée conformément à tout accord, à toute Résolution des Actionnaires ou à toute résolution des gérants désintéresses ou autres, en agissant à la fois en sa qualité officielle et en toute autre qualité tout en exerçant des fonctions de gérant de la Société.

 

14.9                         Si une personne mentionnée dans la Article 14.1. à réussi à défendre toutes les procédures mentionnées dans la Article 14.1., la personne est autorisée à être indemnisée à l’égard de toutes les dépenses, y compris les honoraires d’avocat, et à l’égard de tous les jugements, amendes et montants payes à titre de règlement et raisonnablement engages par la personne dans le cadre des procédures.

 

14.10                  La Société peut acheter et maintenir l’assurance à l’égard de toute personne qui est ou était un gérant, un dirigeant ou un liquidateur de la Société, ou qui, à la demande de la Société, exerce ou exerçait des fonctions de gérant, de dirigeant ou de liquidateur, ou encore qui agit ou agissait en toute autre qualité pour une autre personne morale ou un partenariat, une coentreprise, une fiducie ou une autre entreprise dans le cadre de toute responsabilité déclarée contre la personne et engagée par la personne en cette qualité, que la Société à ou ait eu ou non le pouvoir d’indemniser la personne à l’égard de la responsabilité prévue dans les Statuts.

 

15.                                REGISTRES

 

15.1                         La Société conservera une copie des documents suivants dans le bureau de son représentant légal et au siège de l’administration centrale de la Société :

 

1.                                       l’Acte et les Statuts ;

 

2.                                       le registre des membres ;

 

3.                                       le registre des gérants ; et

 

4.                                       toutes les notifications et les autres documents déposés par la Société auprès du Registre des sociétés ou du RCS.

 

15.2                         La Société conservera les registres suivants au siège de l’administration centrale de la Société :

 

1.                                       les minutes des assemblées et les Résolutions des Actionnaires ainsi que les catégories des Actionnaires ; et

 

2.                                       les minutes des assemblées et les Résolutions des gérants et des comités des gérants.

 

40



 

15.3                         Les registres tenus par la Société conformément au présent Règlement seront rédiges par écrit ou soit totalement soit partiellement sous forme de registres électroniques conformes aux exigences pertinentes des Lois en vigueur.

 

16.                                REGISTRE DES NANTISSEMENTS

 

La Société tiendra, dans le bureau de son représentant légal et au siège de l’administration centrale de la Société, un registre des nantissements (ou une copie de celui-ci) dans lequel seront entrés les détails suivants concernant chaque hypothèque, nantissement et autre consignation constitues par la Société :

 

1.                                       la date de création du nantissement ;

 

2.                                       une courte description de la responsabilité garantie par le nantissement ;

 

3.                                       une courte description des biens nantis ;

 

4.                                       le nom et l’adresse du gérant légal pour la sureté ou, s’il n’y à pas de gérant légal, le nom et l’adresse du titulaire de charge ;

 

5.                                       à moins que le nantissement ne constitue un titre au porteur, le nom et l’adresse du titulaire du nantissement ; et

 

6.                                       les détails de toute interdiction ou restriction contenue dans l’acte constituant le nantissement sur le pouvoir de la Société afin de constituer tout nantissement futur ayant un rang supérieur ou égal au nantissement.

 

17.                                DISTRIBUTIONS à TITRE DE DIVIDENDE

 

17.1                         Les gérants de la Société peuvent, par une Résolution des gérants, autoriser une Distribution à titre de dividende au moment et selon le montant qu’ils estiment appropries s’ils sont assures, sur des motifs raisonnables immédiatement après la Distribution, du fait que la valeur de l’actif de la Société est supérieure à son passif et que la Société est en mesure de payer ses dettes lorsqu’elles arrivent à échéance.

 

17.2                         Les dividendes peuvent être payes en argent comptant, en actions, ou sous forme d’autres biens.

 

17.3                         Une notification de tout dividende qui peut avoir été déclaré sera adressée à chaque Actionnaire tel que spécifié dans la Disposition 19.1. et tous les dividendes non réclamés pendant une période de 5 ans après avoir été déclarés seront réputés avoir été retenus au profit de la Société.

 

17.4                         Aucun dividende n’inclura des intérêts à l’égard de la Société.

 

41



 

18.                                COMPTES ET AUDIT

 

18.1                         La Société conservera des registres en nombre suffisant pour indiquer et expliquer les transactions de la Société et qui permettront, à tout moment, de déterminer la situation financière de la Société avec une précision raisonnable.

 

18.2                         Les gérants prépareront ou s’assureront que des comptes annuels soient préparés à la fin de chaque exercice financier de la Société, et les comptes seront mis à la disposition des Actionnaires au siège de l’administration centrale de la Société. Les gérants seront responsables du contenu de ces comptes conformément aux Lois en vigueur.

 

18.3                         L’exercice financier de la Société débutera le premier jour du mois de janvier de chaque année et se terminera le dernier jour du mois de décembre de l’année concernée.

 

18.4                         La Société peut, par une Résolution des Actionnaires, convoquer les gérants afin de préparer de manière périodique et de mettre à disposition un compte de résultats et un bilan financier. Le compte de résultats et le bilan financier seront établis de manière à donner une vision exacte et juste des pertes et profits de la Société pendant une période comptable et une vision exacte et juste des actifs et des passifs de la Société à la fin de la période comptable.

 

18.5                         La Société peut, par une Résolution des Actionnaires, demander que les comptes soient examinés par des commissaires aux comptes.

 

18.6                         Les commissaires aux comptes seront désignés par une Résolution des Actionnaires.

 

18.7                         Les commissaires aux comptes peuvent être des Actionnaires, mais aucun gérant ou autre dirigeant ne sera admissible pour être un commissaire aux comptes de la Société pendant le maintien de l’exercice de ses fonctions.

 

18.8                         La rémunération des commissaires aux comptes de la Société peut être fixée par une Résolution des Actionnaires.

 

18.9                         Les commissaires aux comptes examineront chaque compte de résultats et bilan financier devant être présentes devant une assemblée des Actionnaires ou de quelque manière que ce soit fournis aux Actionnaires et déclareront dans un rapport écrit si :

 

1.                                       à leur avis, le compte de résultats et le bilan financier donnent une vision exacte et juste respectivement des pertes et profits pour la période couverte par les comptes, et des actifs et passifs de la Société à la fin de cette période ; et si

 

2.                                       toutes les informations et les explications requises par les commissaires aux comptes ont été obtenues.

 

18.10                  Le rapport des commissaires aux comptes sera joint aux comptes et sera lu lors de l’assemblée des Actionnaires durant laquelle les comptes sont présentes devant la Société ou sera de quelque manière que ce soit fourni aux Actionnaires.

 

42



 

18.11                  Chaque commissaire aux comptes de la Société aura un droit d’accès à tout moment aux documents et aux pièces comptables de la Société, et sera autorisé à exiger de la part des gérants et des dirigeants de la Société les informations et les explications qu’il estime être nécessaires dans le cadre de l’exécution des obligations des commissaires aux comptes.

 

18.12                  Les commissaires aux comptes de la Société seront autorisés à recevoir une notification, et à assister à toutes les assemblées des Actionnaires auxquelles le compte de résultats et le bilan financier de la Société doivent être présentes.

 

19.                                NOTIFICATIONS

 

19.1                         Toutes les notifications, informations ou déclarations écrites destinées à être adressées par la Société aux Actionnaires peuvent être fournies en personne ou par courrier adresse à chaque Actionnaire à l’adresse indiquée dans le registre des membres.

 

19.2                         Toutes les citations, notifications, ordonnances, actes de procédure, informations ou déclarations écrites qui doivent être signifies à la Société peuvent être signifies en les déposant ou en les envoyant par courrier recommande adresse au siège social de la Société, ou en les déposant ou en les envoyant par courrier recommande au représentant légal de la Société.

 

19.3                         La signification de toutes citations, notifications, ordonnances, documents, actes de procédure, informations ou déclarations écrites qui doivent être signifies à la Société peut être prouvée en indiquant que les citations, notifications, ordonnances, documents, actes de procédure, informations ou déclarations écrites ont été déposés au siège social ou auprès du représentant légal de la Société ou qu’ils ont été envoyés à la période à laquelle ils sont censés être reçus au siège social ou par le représentant légal de la Société au cours du processus normal de livraison dans un délai respectant la période prescrite pour la signification, qu’ils ont été correctement adresses et que les frais de port ont été prépayés.

 

20.                                LIQUIDATION VOLONTAIRE

 

La Société peut, par une Résolution spéciale des Actionnaires, designer un liquidateur volontaire.

 

POUR COPIE CONFORME

 

Luxembourg, le 10 avril 2018

 

43




Exhibit 4.1

 

[Form of Note]

 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

 

KINROSS GOLD CORPORATION

 

4.50% Senior Notes due 2027

 

CUSIP No. [ · ]

 

No. [ · ]

$[ · ]

 

Kinross Gold Corporation, a corporation duly organized and existing under the laws of the Province of Ontario, Canada (herein called 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 [ · ], on July 15, 2027, and to pay interest and Additional Amounts (if any) thereon from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on January 15 and July 15 in each year, at the rate of 4.50% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months), until the principal hereof is paid or made available for payment. The interest and Additional Amounts (if any) so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, 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 January 1 or July 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest and Additional Amounts (if any) not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either 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 Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or 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.

 

Payment of the principal of (and premium, if any) and any such interest on, and any Additional Amounts with respect to, this Security shall be made at the office or agency of the Company maintained for that purpose 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 at the option of the

 



 

Company payment of interest and Additional Amounts (if any) may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

 

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 executed by the Trustee referred to on the reverse hereof 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 under its corporate seal.

 

 

KINROSS GOLD CORPORATION

 

 

 

 

 

By

 

 

Name:

 

Title:

 

 

 

 

 

By

 

 

Name:

 

Title:

 



 

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

 

Dated:

 

 

Wells Fargo Bank, National Association

 

As Trustee

 

 

 

By

                                                 

 

Authorized Signatory

 



 

Reverse of Security

 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of August 22, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016 (as supplemented, herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee 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 one of the series designated on the face hereof.

 

The Securities of this series are subject to redemption upon not less than 30 days’ (but not more than 60 days’) prior notice, as a whole or in part, at any time prior to April 15, 2027, at the election of the Company, at a Redemption Price (expressed as a percentage of the principal amount) equal to the greater of (i) 100% of the principal amount of the Securities called for redemption and (ii) the sum of the present values of the remaining scheduled payments of principal and interest  on such Securities (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plus, in each case, accrued interest thereon to, but not including, the date of redemption, but interest installments whose Stated Maturity is on or prior to such Redemption Date will 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 referred to on the face hereof, all as provided in the Indenture.

 

On or after April 15, 2027, the Notes may be redeemed in whole, but not in part, at a redemption price equal 100% of the principal amount of the Notes plus accrued interest thereon to, but not including, the date of redemption.

 

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Securities.

 

“Comparable Treasury Price” means, with respect to any Redemption Date, (A) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Company obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations.

 

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such Redemption Date.

 



 

“Reference Treasury Dealer” means each of J.P. Morgan Securities LLC, HSBC Securities (USA) Inc., RBC Capital Markets, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated or their respective affiliates which are primary U.S. government securities dealers, and two other primary U.S. government securities dealers in the United States (each a “primary treasury dealer”) selected by the Company, and their respective successors; provided, however, that if any of the foregoing or their affiliates shall cease to be a primary treasury dealer, the Company shall substitute another primary treasury dealer.

 

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

 

The provisions of the Indenture requiring the Company to make a repurchase offer, if a Change of Control Repurchase Event occurs, apply to this Security.

 

The Indenture contains provisions granting the Company the right to redeem this Security at any time if certain adverse changes occur with respect to the tax treatment of this Security.

 

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

 

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

 

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

 

The Indenture contains provisions requiring the Company to pay certain Additional Amounts in respect of this Security in the event it is required to withhold certain Taxes by certain governmental authorities.

 

The Indenture contains a Negative Pledge on the part of the Company, which applies 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 of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by 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.

 



 

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities with respect to which an Event of Default has occurred at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities with respect to which an Event of Default has occurred at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

 

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 any premium and interest on, and any Additional Amounts with respect to, 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 in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium interest on and any Additional Amounts with respect to, this Security are payable, 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 and of like tenor, 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 $2,000 and integral multiples of $1,000 in excess of $2,000. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

 

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

 

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

 

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

 




Exhibit 4.3

 

EXECUTION VERSION

 

REGISTRATION RIGHTS AGREEMENT

 

dated as of July 6, 2017

 

among

 

Kinross Gold Corporation

 

the Guarantors specified herein

 

and

 

J.P. Morgan Securities LLC

 

as representative of the several Initial Purchasers

 



 

This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of July 6, 2017, among Kinross Gold Corporation, a corporation organized under the laws of the Province of Ontario (the “ Company ” and, together with the Guarantors (as defined below), the “ Issuers ”), and the subsidiaries of the Company that are Guarantors, on the one hand, and J.P. Morgan Securities LLC, as representative (the “Representative”) of the several Initial Purchasers (collectively, the “ Initial Purchasers ”) named in Schedule A to the Purchase Agreement (as defined below), on the other hand.  Pursuant to the Purchase Agreement, the Initial Purchasers have agreed to purchase, severally and not jointly, the Company’s 4.50% Senior Notes due 2027 (the “ Notes ”).  The Notes are fully and unconditionally guaranteed by the Guarantors (the “ Guarantees ”).  The Notes and the Guarantees are herein collectively referred to as the “ Securities .”

 

This Agreement is made pursuant to the Purchase Agreement, dated June 28, 2017 (the “ Purchase Agreement ”), among the Company, the Guarantors and the Representative (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of Transfer Restricted Securities (as defined herein), including the Initial Purchasers.  In order to induce the Initial Purchasers to purchase the Notes, the Issuers have agreed to provide the registration rights set forth in this Agreement.  The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in the Purchase Agreement.

 

The parties hereby agree as follows:

 

1.                                       Certain Definitions .  For purposes of this Agreement, the following terms shall have the following respective meanings:

 

Additional Interest ” shall have the meaning assigned thereto in Section 2(c) hereof.

 

Base Interest ” shall mean the interest that would otherwise accrue on the Notes under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.

 

The term “ broker-dealer ” shall mean any broker or dealer registered with the Commission under the Exchange Act.

 

Canadian Prospectus means a prospectus of the Issuers included in an Exchange Registration Statement or a Shelf Registration Statement under the MJDS (with such additions and deletions as are required or permitted under the MJDS) filed and receipted (or for which a notification of clearance has been obtained) under Ontario Securities Laws.

 

Closing Date ” shall mean the date on which the Securities are initially issued.

 

Commission ” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

 



 

Effective Time ,” in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

 

Electing Holder shall mean any holder of Transfer Restricted Securities that has returned a completed and signed Notice and Questionnaire to the Company (or its counsel) in accordance with Section 3(b)(ii) or 3(b)(iii) hereof.

 

Exchange Act ” shall mean the United States Securities Exchange Act of 1934, as amended.

 

Exchange Offer ” shall have the meaning assigned thereto in Section 2(a) hereof.

 

Exchange Registration ” shall have the meaning assigned thereto in Section 3(a) hereof.

 

Exchange Registration Statement ” shall have the meaning assigned thereto in Section 2(a) hereof.

 

Exchange Securities ” shall have the meaning assigned thereto in Section 2(a) hereof.

 

Guarantors ” means Fairbanks Gold Mining, Inc., KG Far East (Luxembourg) Sàrl, KG Mining (Bald Mountain) Inc., KG Mining (Round Mountain) Inc., Kinross Brasil Mineração S.A., Melba Creek Mining, Inc., Red Back Mining B.V., Red Back Mining (Ghana) Limited, Round Mountain Gold Corporation and White Ice Ventures Limited, and any other subsidiary of the Company that hereafter becomes a Guarantor under the Indenture, that in each case remains a Guarantor under the Indenture as of any relevant time.

 

The term “ holder ” shall mean the Initial Purchasers and other persons who acquire Transfer Restricted Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Transfer Restricted Securities; provided that for purposes of any obligation of the Company to give notice to any holders, “ holder ” shall mean the record owner of Transfer Restricted Securities.

 

Indenture ” shall mean the Indenture dated as of August 22, 2011 between the Company, the Guarantors and Wells Fargo Bank, National Association, as Trustee (the “ Trustee ”), as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016, and as the same shall be further amended or supplemented from time to time.

 

Initial Purchasers ” shall have the meaning ascribed to such term in the first paragraph of this Agreement.

 

2



 

MJDS means the U.S./Canada Multijurisdictional Disclosure System adopted by the Commission and Canadian securities regulators.

 

Notice and Questionnaire means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto.

 

Ontario Securities Laws ” shall mean the Securities Act (Ontario) and the rules, regulations and national, multijurisdictional and local instruments and published policy statements applicable in the province of Ontario.

 

OSC means the Ontario Securities Commission.

 

The term “ person ” shall mean a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency.

 

Registration Default ” shall have the meaning assigned thereto in Section 2(c) hereof.

 

Registration Expenses ” shall have the meaning assigned thereto in Section 4 hereof.

 

Resale Period ” shall have the meaning assigned thereto in Section 2(a) hereof.

 

Restricted Holder ” shall mean (i) a holder that is an affiliate of an Issuer within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities, and (iv)  a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Transfer Restricted Securities acquired by the broker-dealer directly from the Issuer.

 

Rule 144 ,” “ Rule 405 ” and “ Rule 415 ” shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

 

Securities Act ” shall mean the United States Securities Act of 1933, as amended.

 

Shelf Registration ” shall have the meaning assigned thereto in Section 2(b) hereof.

 

Shelf Registration Statement ” shall have the meaning assigned thereto in Section 2(b) hereof.

 

Transfer Restricted Securities ” shall mean each Security until:

 

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(1)                                  the date on which such Security has been exchanged by a person other than a broker-dealer for an Exchange Security in the Exchange Offer;

 

(2)                                  following the exchange by a broker-dealer in the Exchange Offer of a Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Registration Statement;

 

(3)                                  the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement;

 

(4)                                  such Security shall cease to be outstanding.

 

Trust Indenture Act ” shall mean the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

 

Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision.

 

2.                                       Registration Under the Securities Act .

 

(a)                                  Except as set forth in Section 2(b) below, the Company and the Guarantors agree to file under the Securities Act a registration statement on an appropriate form relating to an offer to exchange (such registration statement, the “ Exchange Registration Statement ”, and such offer, the “ Exchange Offer ”) any and all of the Notes for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors which debt securities and guarantees are substantially identical to the Notes and the Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities, together with such guarantees, hereinafter called “ Exchange Securities ”).  The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness.  The Company and the Guarantors agree to use their respective commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act on or prior to 360 days after the Closing Date.  The Company and the Guarantors further agree to use their commercially reasonable efforts to commence and complete the Exchange Offer on or prior to 30 business days after such registration statement has become effective, hold the Exchange Offer open for not less than 20 business days and exchange Exchange Securities for all Transfer Restricted Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer.  The Exchange Offer will be deemed to have been “completed” only if the Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Transfer Restricted Securities are, upon receipt, transferable by each such holder without restriction under

 

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the Securities Act and the Exchange Act and without material restrictions under blue sky or securities laws of a substantial majority of the States of the United States.  The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Transfer Restricted Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Transfer Restricted Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is not less than 20 business days following the commencement of the Exchange Offer.  The Company and the Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer that has acquired such Transfer Restricted Securities for its own account as a result of market-making activities or other trading activities and not directly from an Issuer, and (y) to use commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the “ Resale Period ”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180 th  day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Transfer Restricted Securities, other than Transfer Restricted Securities acquired from the Company.  With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

 

(b)                                  If (i) on or prior to the time the Exchange Offer is completed, existing Commission interpretations are changed such that the debt securities received by holders other than Restricted Holders in the Exchange Offer for Transfer Restricted Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within the applicable time period set forth in section 2(a) hereof or (iii) the Exchange Offer is not available to any holder of the Securities in the United States (other than Restricted Holders), the Company and the Guarantors shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use their commercially reasonable efforts to file with the Commission, a “shelf” registration statement on an appropriate form providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Transfer Restricted Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “ Shelf Registration ” and such registration statement, the “ Shelf Registration Statement ”).  The Company and the Guarantors agree to use their commercially reasonable efforts (x) to cause the Shelf Registration Statement to become or be declared effective on or prior to 360 days after the Closing Date and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the first anniversary of the Effective Time or such time as there are no longer any Transfer Restricted Securities outstanding, provided , however , that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Transfer Restricted Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Transfer Restricted Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Transfer Restricted Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement, provided , however , that nothing in this clause (y) shall relieve any such

 

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holder of the obligation to return a completed and signed Notice and Questionnaire to the Company and the Guarantors in accordance with Section 3(b)(iii) hereof.  The Company and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission.

 

(c)                                   In the event that (i) the Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (ii) the Exchange Offer has not been completed within 30 business days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made), or (iii) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the time periods specified herein, or (iv) the Company and the Guarantors require holders to refrain from disposing of their Securities or Exchange Securities under the circumstances described in Section 3(g) and that suspension period exceeds 60 days in one instance or 90 days in the aggregate during any consecutive 12-month period (each such event referred to in clauses (i) through (iv), a “ Registration Default ” and each period during which a Registration Default has occurred and is continuing, a “ Registration Default Period ”), then, as the sole remedy for such Registration Default, additional interest (“ Additional Interest ”), in addition to the Base Interest, shall accrue on the Notes that are Transfer Restricted Securities at a per annum rate of 0.25% with respect to the first 90-day period immediately following the occurrence of the first Registration Default.  The amount of the Additional Interest will increase by an additional per annum rate of 0.25% with respect to each subsequent 90 day Registration Default Period until all Registration Defaults have been cured, up to a maximum per annum rate of 0.50% for all Registration Defaults.  Following the cure of all Registration Defaults, the accrual of Additional Interest will cease.  The Company and the Guarantors shall pay all Additional Interest, if any, in the manner and on the dates specified in the Indenture.

 

(d)                                  The Company and the Guarantors shall use their commercially reasonable efforts to take all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated.  Such actions may include amending and supplementing the prospectus and amending the Exchange Registration Statement or Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Exchange Registration Statement or Shelf Registration Statement.

 

(e)                                   Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement

 

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as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

 

(f)                                    The Company and the Guarantors will (i) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto to comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) cause any Exchange Registration Statement and Shelf Registration Statement and any amendment thereto, when it becomes effective, not to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Registration Statement or Shelf Registration Statement, and any supplement to such prospectus, not to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

 

3.                                       Registration Procedures .

 

If the Company and the Guarantors file a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:

 

(a)                                  In connection with the obligations of the Company and the Guarantors with respect to the registration of Exchange Securities as contemplated by Section 2(a) (the “ Exchange Registration ”), if applicable, the Company and the Guarantors shall, as soon as practicable (or as otherwise specified):

 

(i)                                      prepare and file with the Commission an Exchange Registration Statement on an appropriate form of registration statement which may be utilized by the Company and the Guarantors and which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers that have not acquired Transfer Restricted Securities directly from the Issuers during the Resale Period to be effected as contemplated by Section 2(a), and use its commercially reasonable efforts to cause such Exchange Registration Statement to become effective on or prior to 360 days after the Closing Date;

 

(ii)                                   as soon as practicable prepare and file with the Commission such amendments and supplements to such Exchange Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and purposes contemplated in Section 2(a) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and promptly provide each broker-dealer holding Exchange Securities not acquired directly from an Issuer with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities;

 

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(iii)                                promptly notify each broker-dealer that has requested or, to the knowledge of the Company and the Guarantors, received copies of the prospectus included in such registration statement, and confirm such advice in writing, (A) in cases where a broker-dealer has specifically requested such information, when such Exchange Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, (B) with respect to such Exchange Registration Statement or any post-effective amendment, when the same has become effective, (C) in cases where a broker-dealer has specifically requested such information, any request by the Commission or the OSC for amendments or supplements to such Exchange Registration Statement or prospectus or for additional information, (D) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Registration Statement or the initiation or threatening of any proceedings for that purpose, (E) of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or any applicable Ontario Securities Laws or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

 

(iv)                               in the event that the Company and the Guarantors would be required, pursuant to Section 3(a)(iii)(F) above, to notify any broker-dealers holding Exchange Securities, without delay prepare and furnish to each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and the Ontario Securities Laws, if applicable, and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

 

(v)                                  use their commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Registration Statement or any post-effective amendment thereto at the earliest practicable date;

 

(vi)                               use their commercially reasonable efforts to (A) register or qualify (or obtain an exemption from such registration or qualification) the Exchange Securities under the securities laws or blue sky laws of such jurisdictions in the United States as are contemplated by Section 2(a) no later than the commencement of the Exchange Offer, (B) keep such registrations or qualifications (or the exemptions therefrom) in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and

 

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all other actions as may be reasonably necessary or advisable to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided, however, that none of the Company or any Guarantor shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(a)(vi), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its shareholders;

 

(vii)                            obtain the consent or approval of each governmental agency or authority, whether federal, state, provincial or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange Securities by broker-dealers during the Resale Period;

 

(viii)                         provide CUSIP numbers for all Exchange Securities, not later than the applicable Effective Time; and

 

(ix)                               comply with all applicable rules and regulations of the Commission and make generally available to its securityholders as soon as practicable but no later than eighteen months after the effective date of such Exchange Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

 

(b)                                  In connection with the obligations of the Company and the Guarantors with respect to the Shelf Registration, if applicable, the Company and the Guarantors shall, as soon as practicable (or as otherwise specified):

 

(i)                                      prepare and file with the Commission a Shelf Registration Statement on an appropriate form of registration statement which may be utilized by the Issuers and which shall register all of the Transfer Restricted Securities for resale by the holders thereof in accordance with such method or methods of disposition as may be specified by such of the holders as, from time to time, may be Electing Holders and use its commercially reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to 360 days after the Closing Date;

 

(ii)                                   not less than 30 calendar days prior to the Effective Time of the Shelf Registration Statement, mail the Notice and Questionnaire to the holders of Transfer Restricted Securities; provided that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Transfer Restricted Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Company and the Guarantors (or their counsel) by the deadline for response set forth therein; and provided, further , that holders of Transfer Restricted Securities shall have at least 28 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Company and the Guarantors (or their counsel);

 

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(iii)                                after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Transfer Restricted Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Company and the Guarantors shall not be required to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Transfer Restricted Securities until 30 days after such holder has returned a completed and signed Notice and Questionnaire to the Company and the Guarantors (or their counsel);

 

(iv)                               as soon as practicable prepare and file with the Commission and, if applicable, the OSC such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by the applicable rules and regulations of the Commission and the OSC and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission and the OSC;

 

(v)                                  comply with the provisions of the Securities Act and any applicable Ontario Securities Laws with respect to the disposition of all of the Transfer Restricted Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement;

 

(vi)                               provide (A) any Electing Holders, (B) the underwriters (which term, for purposes of this Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C) any sales or placement agent therefor, (D) counsel for any such underwriter or agent and (E) not more than one counsel for all the Electing Holders, the opportunity to review and provide comments in connection with the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission or, if applicable, the OSC and each amendment or supplement thereto;

 

(vii)                            for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b), make available during reasonable business hours at the Company’s principal place of business or such other reasonable place for inspection by the persons referred to in Section 3(b)(vi) such financial and other information and books and records of the Company and the Guarantors, and cause the officers, employees, counsel and independent chartered accountants of the Company and the Guarantors to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided , however , that each such party shall be required to agree in writing to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company and the Guarantors as being confidential, until such time as (A) such information becomes a matter of public record

 

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(whether by virtue of its inclusion in such Shelf Registration Statement or otherwise), or (B) such person shall be required to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company and the Guarantors prompt prior written notice of such requirement);

 

(viii)                         promptly notify each of the Electing Holders, any sales or placement agent therefor and any underwriter thereof (which notification may be made through any managing underwriter that is a representative of such underwriter for such purpose) and confirm such advice in writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed with the Commission or the OSC, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) in cases where an Electing Holder has specifically requested such information in writing, of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state or province with respect thereto or any request by the Commission for amendments or supplements to such Shelf Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company and the Guarantors contemplated by Section 3(b)(xvii) or Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company and the Guarantors of any notification with respect to the suspension of the qualification of the Transfer Restricted Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) if at any time when a prospectus is required to be delivered under the Securities Act or Ontario Securities Laws, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or any applicable Ontario Securities Laws or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

 

(ix)                               use its commercially reasonable efforts to obtain the withdrawal of (A) any order suspending the effectiveness of such Shelf Registration Statement or any post-effective amendment thereto at the earliest practicable date or (B) the suspension of the qualification of the Transfer Restricted Securities for sale in any jurisdiction;

 

(x)                                  if requested by any managing underwriter or underwriters, any placement or sales agent or any Electing Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission or, if applicable, the OSC and as such managing underwriter or underwriters, such agent or such Electing Holder specifies should be included therein relating to the terms of the sale of such Transfer Restricted Securities, including information with respect to the principal amount of Transfer Restricted

 

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Securities being sold by such Electing Holder or agent or to any underwriters, the name and description of such Electing Holder, agent or underwriter, the offering price of such Transfer Restricted Securities and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters and with respect to any other terms of the offering of the Transfer Restricted Securities to be sold by such Electing Holder or agent or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

 

(xi)                               furnish to each Electing Holder, each placement or sales agent, if any, therefor, each underwriter, if any, thereof and the respective counsel referred to in Section 3(b)(vi) an executed copy (or, in the case of an Electing Holder, a conformed copy) of such Shelf Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto (in the case of an Electing Holder of Transfer Restricted Securities, upon request) and documents incorporated by reference therein) and such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such Electing Holder, agent or underwriter, as the case may be) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and any applicable Ontario Securities Laws, and such other documents, as such Electing Holder, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the offering and disposition of the Transfer Restricted Securities owned by such Electing Holder, offered or sold by such agent or underwritten by such underwriter and to permit such Electing Holder, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act and any applicable Ontario Securities Laws; and the Company and the Guarantors hereby consent to the use of such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder and by any such agent and underwriter, in each case in the form most recently provided to such person by the Company and the Guarantors, in connection with the offering and sale of the Transfer Restricted Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto;

 

(xii)                            use their commercially reasonable efforts to (A) register or qualify (or obtain an exemption from such registration or qualification) the Transfer Restricted Securities to be included in such Shelf Registration Statement under such securities laws or blue sky laws of such jurisdictions in the United States as any Electing Holder and each placement or sales agent, if any, therefor and underwriter, if any, thereof shall reasonably request and ensure that any Transfer Restricted Securities can be offered in a private placement in any provinces of Canada in which any Electing Holders are resident, (B) keep such registrations or qualifications (or the exemptions therefrom) in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration is required to remain

 

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effective under Section 2(b) above and for so long as may be necessary to enable any such Electing Holder, agent or underwriter to complete its distribution of Securities pursuant to such Shelf Registration Statement and (C) take any and all other actions as may be reasonably necessary or advisable to enable each such Electing Holder, agent, if any, and underwriter, if any, to consummate the disposition in such jurisdictions of such Transfer Restricted Securities; provided , however , that none of the Company or any Guarantor shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(b)(xii), (2) consent to general service of process in any such jurisdiction, or (3) make any changes to its constating documents or by-laws or any agreement between it and its shareholders;

 

(xiii)                         use their commercially reasonable efforts to obtain the consent or approval of each governmental agency or authority, whether federal or state, which may be required to effect the Shelf Registration or the offering or sale in connection therewith or to enable the selling holder or holders to offer, or to consummate the disposition of, their Transfer Restricted Securities in the United States;

 

(xiv)                        unless any Transfer Restricted Securities shall be in book-entry only form, cooperate with the Electing Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold, which certificates, if so required by any securities exchange upon which any Transfer Restricted Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends (except as may be required by Canadian provincial securities laws with respect to Transfer Restricted Securities held by Electing Holders resident in any Canadian province); and, in the case of an underwritten offering, enable such Transfer Restricted Securities to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of the Transfer Restricted Securities;

 

(xv)                           provide CUSIP numbers for all Transfer Restricted Securities, not later than the applicable Effective Time;

 

(xvi)                        enter into one or more underwriting agreements, engagement letters, agency agreements, “best efforts” underwriting agreements or similar agreements, as appropriate, including customary provisions relating to indemnification and contribution, and take such other actions in connection therewith as any Electing Holders aggregating at least a majority in aggregate principal amount of the Transfer Restricted Securities at the time outstanding shall reasonably request in order to expedite or facilitate the disposition of such Transfer Restricted Securities in the United States; provided that the Company and the Guarantors shall not be required to enter into any such agreement more than twice with respect to all of the Transfer Restricted Securities and may delay entering into any such agreement until the consummation of any underwritten public offering in which the Company and the Guarantors shall be engaged provided that such delay is reasonable;

 

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(xvii)                     whether or not an agreement of the type referred to in Section 3(b)(xvi) hereof is entered into and whether or not any portion of the offering contemplated by the Shelf Registration is an underwritten offering or is made through a placement or sales agent or any other entity, (A) make such representations and warranties to the Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof in form, substance and scope as are customarily made in connection with an offering of debt securities pursuant to any appropriate agreement or to a registration statement filed on the form applicable to the Shelf Registration; (B) use commercially reasonable efforts to obtain opinions of counsel to the Issuers in customary form and covering such matters, of the type customarily covered by such an opinion as the managing underwriters, if any, or as any Electing Holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities at the time outstanding may reasonably request, addressed to such Electing Holder or Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof and dated the effective date of such Shelf Registration Statement (and if such Shelf Registration Statement contemplates an underwritten offering of a part or all of the Transfer Restricted Securities, dated the date of the closing under the underwriting agreement relating thereto); (C) use commercially reasonable efforts to obtain a “cold comfort” letter or letters from the independent chartered accountants of the Company (and the independent chartered accountants of any other entity, to the extent that financial statements of such other entity (or pro forma financial statements which include financial information relating to such other entity) are included or incorporated by reference in the Shelf Registration Statement) addressed to the selling Electing Holders, the placement or sales agent, if any, therefor or the underwriters, if any, thereof, dated (i) the effective date of such Shelf Registration Statement and (ii) the effective date of any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus (and, if such Shelf Registration Statement contemplates an underwritten offering pursuant to any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus, dated the date of the closing under the underwriting agreement relating thereto), such letter or letters to be in customary form and covering such matters of the type customarily covered by letters of such type; (D) deliver such documents and certificates, including officers’ certificates, as may be reasonably requested by any Electing Holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities at the time outstanding or the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof to evidence the accuracy of the representations and warranties made pursuant to clause (A) above or those contained in Section 5(a) hereof and the compliance with or satisfaction of any agreements or conditions contained in the underwriting agreement or other agreement entered into by the Company and the Guarantors; and (E) undertake such obligations relating to expense reimbursement, indemnification and contribution as are provided in Section 6 hereof;

 

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(xviii)                  notify in writing each holder of Transfer Restricted Securities of any proposal by the Company and the Guarantors to amend or waive any provision of this Agreement pursuant to Section 8(h) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be;

 

(xix)                        in the event that any broker-dealer registered under the Exchange Act shall underwrite any Transfer Restricted Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “ Conduct Rules ”) of the Financial Industry Regulatory Authority, Inc. (“ FINRA ”) or any successor thereto, as amended from time to time) thereof, whether as a holder of such Transfer Restricted Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such broker-dealer in complying with the requirements of such Conduct Rules, including by (A) if such Conduct Rules shall so require, engaging a “qualified independent underwriter” (as defined in such Conduct Rules) to participate in the preparation of the Shelf Registration Statement relating to such Transfer Restricted Securities and to exercise usual standards of due diligence in respect thereto, (B) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof (or to such other customary extent as may be requested by such underwriter), and (C) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Conduct Rules; and

 

(xx)                           comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such Shelf Registration Statement, an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

 

(c)                                   In the event that the Company and the Guarantors would be required, pursuant to Section 3(a)(iii)(F) or Section 3(b)(viii)(F) above, to notify, as applicable, each broker-dealer, the Electing Holders, the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof, the Company and the Guarantors shall without delay prepare and furnish to each of the Electing Holders, to each placement or sales agent, if any, and to each such underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Transfer Restricted Securities, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and any applicable Ontario Securities Laws and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.  Each Electing Holder agrees that upon receipt of any notice from the Company and the Guarantors pursuant to Section 3(a)(iii)(F) or Section 3(b)(viii)(F) hereof, such broker-dealer, Electing Holder, underwriter or placement or sales agent shall forthwith discontinue the disposition of Transfer Restricted Securities pursuant to the Exchange Registration Statement or the Shelf Registration Statement applicable to such

 

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Transfer Restricted Securities until such broker-dealer, Electing Holder, underwriter or placement or sales agent shall have received copies of such amended or supplemented prospectus and if so directed by the Company, such broker-dealer, Electing Holder, underwriter or placement or sales agent shall destroy or deliver to the Company and the Guarantors (at the Company’s expense) all copies, other than permanent file copies, then in such Electing Holder’s possession of the prospectus covering such Transfer Restricted Securities at the time of receipt of such notice.

 

(d)                                  In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice Questionnaire, the Company and the Guarantors may require such Electing Holder to furnish to the Company and the Guarantors such additional information regarding such Electing Holder and such Electing Holder’s intended method of distribution of Transfer Restricted Securities as may be required in the reasonable judgment of counsel for the Company and the Guarantors in order to comply with the Securities Act.  Each such Electing Holder agrees to notify the Company and the Guarantors as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing Holder to the Company and the Guarantors or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Transfer Restricted Securities or omits or would omit to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Transfer Restricted Securities required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Company and the Guarantors any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Transfer Restricted Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

 

(e)                                   As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each holder of Transfer Restricted Securities shall furnish, upon the request of the Company and the Guarantors, prior to the completion of the Exchange Offer, a written representation to the Issuers to the effect that (A) it is not an affiliate of the Company or the Guarantors, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business, and such holder shall make such other written representations as the Issuers may reasonably request in order to comply with applicable Ontario Securities Laws.  As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each holder shall acknowledge and agree that any broker-dealer and any such holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters and

 

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(2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such holder in exchange for Securities acquired by such holder directly from the Company and the Guarantors.

 

(f)                                    Until the expiration of one year after the Closing Date, the Company and the Guarantors will not, and will not permit any of their “affiliates” (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act.

 

(g)                                   By its acquisition of Securities or Exchange Securities each Electing Holder and each broker-dealer agrees that, upon the Company and the Guarantors providing notice to such Electing Holder or broker-dealer or the underwriter or placement or sales agent, as the case may be, (x) of the happening of any event of the kind described in clauses (C), (D) or (G) of Section 3(a)(iii) hereof or clauses (B), (C) or (F) of Section 3(b)(viii) hereof, or (y) that the Board of Directors of the Company has resolved that the Company and the Guarantors have a bona fide business purpose for doing so, then, upon providing such notice (which shall refer to this Section 3(g)), the Company and the Guarantors may delay the filing or the effectiveness of the Exchange Registration Statement or the Shelf Registration Statement (if not then filed or effective, as applicable) and shall not be required to maintain the effectiveness thereof or amend or supplement the Exchange Registration Statement or the Shelf Registration Statement, in all cases, for a period (a “ Delay Period ”) expiring upon the earlier to occur of (i) in the case of the immediately preceding clause (x), receipt by such broker-dealer, Electing Holder, underwriter or placement or sales agent of the copies of the supplemented or amended prospectus contemplated by Section 3(c) hereof or until it is advised in writing by the Company and the Guarantors pursuant to Section 3(c) hereof that the use of the applicable prospectus may be resumed, and has received copies of any amendments or supplements thereto or (ii) in the case of the immediately preceding clause (y), the date which is the earlier of (A) the date on which such business purpose ceases to interfere with the obligations of the Company and the Guarantors to file or maintain the effectiveness of such Exchange Registration Statement or the Shelf Registration Statement pursuant to this Agreement or (B) 60 days after the Company and the Guarantors notify the Electing Holders of such good faith determination.  The period of effectiveness of the Exchange Registration Statement provided for in Section 2(a) above and the Shelf Registration Statement provided for in Section 2(b) shall each be extended by a number of days equal to the number of days during any Delay Period.  No Delay Period shall exceed 60 consecutive days, and the aggregate number of days in all Delay Periods shall not exceed 90 during any 12-month period.

 

4.                                       Registration Expenses .

 

The Company and the Guarantors agree to bear and to pay or cause to be paid promptly all expenses incident to the performance of or compliance with this Agreement by the Company and the Guarantors, including (a) any and all Commission, OSC and FINRA registration, filing and review fees and expenses including reasonable fees and disbursements of counsel for the placement or sales agent or underwriters in connection with such registration, filing and review, (b) all fees and expenses in connection with the qualification of the Securities for offering and

 

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sale under the State securities and blue sky laws referred to in Section 3(b)(xii) hereof and determination of their eligibility for investment under the laws of such jurisdictions as any managing underwriters or the Electing Holders may designate, including any reasonable fees and disbursements of counsel for the Electing Holders or underwriters in connection with such qualification and determination, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Securities for delivery and the expenses of printing or producing any underwriting agreements, agreements among underwriters, selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone and delivery expenses relating to the offering, sale or delivery of Securities and the preparation of documents referred to in clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any counsel for the Trustee and of any collateral agent, security trustee or custodian, (f) internal expenses (including all salaries and expenses of the Company’s officers and employees performing legal or accounting duties), (g) fees, disbursements and expenses of counsel of the Issuers and independent chartered accountants of the Company and any other applicable chartered accountants (including the expenses of any opinions or “cold comfort” letters required by or incident to such performance and compliance), (h) fees, disbursements and expenses of any “qualified independent underwriter” engaged pursuant to Section 3(b)(xix) hereof, (i) reasonable fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Company and which counsel may also be counsel for the Initial Purchasers), (j) any fees charged by securities rating services for rating the Securities, and (k) fees, expenses and disbursements of any other persons, including special experts, retained by the Issuers in connection with such registration (collectively, the “ Registration Expenses ”).  To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Transfer Restricted Securities or any placement or sales agent therefor or underwriter thereof, the Company and the Guarantors shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a request therefor with supporting documentation evidencing the Registration Expenses.  Notwithstanding the foregoing, the holders of the Transfer Restricted Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Transfer Restricted Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

 

5.                                       [Reserved]

 

6.                                       Indemnification .

 

(a)                                  Indemnification by the Issuers.  Each of the Company and the Guarantors, jointly and severally, will indemnify and hold harmless each Initial Purchaser, its affiliates, as such term is defined in Rule 405 under the Securities Act and each person, if any, who controls each Initial

 

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Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the holders of Transfer Restricted Securities included in an Exchange Registration Statement, each of the Electing Holders of Transfer Restricted Securities included in a Shelf Registration Statement and each person who participates as underwriter in any offering or sale of such Transfer Restricted Securities against any losses, claims, damages or liabilities, joint or several, to which such Initial Purchaser, holder, underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:

 

(i) any information or statement contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, furnished by the Company to any Initial Purchaser, any such holder, Electing Holder, underwriter, or any amendment or supplement thereto, as the case may be, under which such Transfer Restricted Securities were registered under the Securities Act, which contains or is alleged to contain an untrue statement of a material fact or omits or is alleged to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or

 

(ii) any information or statement contained in any preliminary, final or summary prospectus, as the case may be, furnished by the Company to any Initial Purchaser, any such holder, Electing Holder, underwriter, or any amendment or supplement thereto, as the case may be, which at the time and in the light of the circumstances under which it was made contains or is alleged to contain an untrue statement of a material fact or omits or is alleged to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading,

 

and will reimburse such Initial Purchaser, such holder, such Electing Holder and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action, loss, claim, damage or liability as such expenses are incurred; provided, however, that the Company and the Guarantors shall not be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such person expressly for use therein.

 

(b)                                  Indemnification by the Holders and any Underwriters.  The Company and the Guarantors may require, as a condition to including any Transfer Restricted Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Company and the Guarantors shall have received an undertaking reasonably satisfactory to them from the Electing Holder of such Transfer Restricted Securities and from each underwriter named in any such underwriting agreement severally and not jointly, to (i) indemnify and hold harmless the Company and the Guarantors and all other holders of Transfer Restricted Securities, against any losses, claims, damages or liabilities to which the Company and the Guarantors or such other holders of Transfer Restricted Securities may become subject, under the Securities Act, the Ontario Securities Laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such

 

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registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company and the Guarantors to any such Electing Holder or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company and the Guarantors by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided , however , that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Transfer Restricted Securities pursuant to such registration.

 

(c)                                   Notices of Claims, Etc.  In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either Section 6(a) or 6(b) above, the indemnified party shall promptly notify the indemnifying party in writing, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may otherwise have otherwise than on account of this indemnity.  The indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred.  The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an indemnified party.

 

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(d)                                  Contribution.  If for any reason the indemnification provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.  The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the holders or any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d).  The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 6(d), no holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Transfer Restricted Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Transfer Restricted Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The holders’ and any underwriters’ obligations in this Section 6(d) to contribute shall be several in proportion to the principal amount of Transfer Restricted Securities registered or underwritten, as the case may be, by them and not joint.

 

(e)                                   The obligations of the Company and the Guarantors under this Section 6 shall be in addition to any liability which the Issuers may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder and underwriter and each person, if any, who controls any holder or underwriter within the meaning of the Securities Act; and the obligations of the holders and any underwriters contemplated by this Section 6 shall be in addition to any liability which the respective holder or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and the Guarantors (including any person who, with his or her consent, is named in any registration statement as about to become a director of the Company and the Guarantors) and to

 

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each person, if any, who controls the Company and the Guarantors within the meaning of the Securities Act.

 

7.                                       Underwritten Offerings .

 

(a)                                  Selection of Underwriters.  If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold pursuant to an underwritten offering, the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Transfer Restricted Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company and the Guarantors.

 

(b)                                  Participation by Holders.  Each holder of Transfer Restricted Securities hereby agrees with each other such holder that no such holder may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

 

8.                                       Miscellaneous .

 

(a)                                  No Inconsistent Agreements.  The Company and the Guarantors represent, warrant, covenant and agree that they have not granted, and shall not grant, registration rights with respect to Transfer Restricted Securities or any other securities which would be inconsistent with the terms contained in this Agreement.

 

(b)                                  Notices.  All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: if to the Company and the Guarantors, to Kinross Gold Corporation, 25 York Street, 17th Floor, Toronto, Ontario, Canada M5J 2V5, Attention:  Chief Financial Officer (with a copy to the General Counsel), and if to a holder, to the address of such holder set forth in the security register or other records of the Company and the Guarantors, or to such other address as the Company and the Guarantors or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

 

(c)                                   Parties in Interest.  All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and the holders from time to time of the Transfer Restricted Securities and the respective successors and assigns of the parties hereto and such holders.  In the event that any transferee of any holder of Transfer Restricted Securities shall acquire Transfer Restricted Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such transferee shall be entitled to

 

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receive the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of, this Agreement.  If the Company and the Guarantors shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Transfer Restricted Securities subject to all of the applicable terms hereof.

 

(d)                                  Survival.  The respective indemnities, agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any holder of Transfer Restricted Securities, any director, officer or partner of such holder, any underwriter or any director, officer or partner thereof, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Transfer Restricted Securities pursuant to the Purchase Agreement and the transfer and registration of Transfer Restricted Securities by such holder and the consummation of an Exchange Offer.

 

(e)                                   Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

 

(f)                                    Headings.  The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

 

(g)                                   Entire Agreement; Amendments.  This Agreement and the other writings referred to herein (including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter.  This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter.  This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Company and the Guarantors and the holders of at least a majority in aggregate principal amount of the Transfer Restricted Securities at the time outstanding.  Each holder of any Transfer Restricted Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 8(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Transfer Restricted Securities or is delivered to such holder.

 

(h)                                  Inspection.  For so long as this Agreement shall be in effect, this Agreement and a complete list of the names and addresses of all the holders of Transfer Restricted Securities shall be made available for inspection and copying on any business day by any holder of Transfer Restricted Securities for proper purposes only (which shall include any purpose related to the rights of the holders of Transfer Restricted Securities under the Securities, the Indenture and this Agreement) at the offices of the Company at the address thereof set forth in Section 8(c) above and at the office of the Trustee under the Indenture.

 

(i)                                      Counterparts.  This Agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

 

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(j)                                     Service of Process .  The Company and the Guarantors (i) agree that any legal suit, action or proceeding against it brought by any holder, the Initial Purchasers, any underwriter or by any person who controls any holder or underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal or state court located in the Borough of Manhattan in the City of New York in the State of New York (“ New York Court ”), (ii) waive, to the fullest extent they may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.  The Company has appointed C T Corporation System, 111 Eighth Avenue, New York, New York 10011, as its authorized agent (the “ Authorized Agent ”) upon whom process may be served in any such legal suit, action or preceding against the Company and the Guarantors arising out of or based upon this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any holder, Initial Purchaser or underwriter or by any person who controls any holder, Initial Purchaser or underwriter. Such appointment shall be irrevocable.  The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid.  Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company and the Guarantors.

 

(k)                                  Judgment Currency .  In respect of any judgment or order given or made for any amount due hereunder that is expressed and paid in a currency (the “ judgment currency ”) other than United States dollars, the Issuers shall indemnify each holder or underwriter against any loss incurred by such holder or underwriter as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the judgment currency for the purpose of such judgment or order and (ii) the rate of exchange at which a holder or underwriter is able to purchase United States dollars with the amount of judgment currency actually received by such holder or underwriter.  The foregoing indemnity shall constitute a separate and independent obligation of the Issuers and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid.  The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of or conversion into United States dollars.

 

24



 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

 

 

 

KINROSS GOLD CORPORATION

 

 

 

 

 

 

By:

/s/ TONY GIARDINI

 

 

Name:

Tony S. Giardini

 

 

Title:

Executive Vice President and Chief Financial Officer

 

 

 

 

 

 

By:

/s/ BENNY GUIDONI

 

 

Name:

Benny Guidoni

 

 

Title:

Vice President and Treasurer

 

 

 

 

 

FAIRBANKS GOLD MINING, INC.

 

 

 

 

 

 

By:

/s/ MARTIN D. LITT

 

 

Name:

Martin D. Litt

 

 

Title:

General Counsel & Secretary

 

 

 

 

 

 

 

KG FAR EAST (LUXEMBOURG) SÀRL

 

 

 

 

 

 

By:

/s/ EMMANUEL REVEILLAUD

 

 

Name:

Emmanuel Reveillaud

 

 

Title:

Manager

 

 

 

 

 

 

 

 

 

KG MINING (BALD MOUNTAIN) INC.

 

 

 

 

 

 

By:

/s/ MARTIN D. LITT

 

 

Name:

Martin D. Litt

 

 

Title:

General Counsel & Secretary

 

25



 

 

KG MINING (ROUND MOUNTAIN) INC.

 

 

 

 

 

 

By:

/s/ MARTIN D. LITT

 

 

Name:

Martin D. Litt

 

 

Title:

G.C. & Secretary

 

 

 

 

 

 

 

 

 

KINROSS BRASIL MINERAÇÃO S.A.

 

 

 

 

 

 

By:

/s/ ANTONIO CARLOS S. MARINHO

 

 

Name:

Antonio Carlos S. Marinho

 

 

Title:

Vice-President Brazil; Vice-President & General Counsel

 

 

 

 

 

 

 

 

 

By:

/s/ ALESSANDRO LUCIOLI NEPOMUCENO

 

 

Name:

Alessandro Lucioli Nepomuceno

 

 

Title:

Director Sustainability and Permitting - Brazil

 

 

 

 

 

 

 

 

 

MELBA CREEK MINING, INC.

 

 

 

 

 

 

By:

/s/ MARTIN D. LITT

 

 

Name:

Martin D. Litt

 

 

Title:

G.C. & Secretary

 

 

 

 

 

 

 

 

 

RED BACK MINING B.V.

 

 

 

 

 

 

By:

/s/ MIKHAIL UGODNIKOV

 

 

Name:

Mikhail Ugodnikov

 

 

Title:

Director

 

26



 

 

RED BACK MINING (GHANA) LIMITED

 

 

 

 

 

 

By:

/s/ MAURO F. OSTWALD

 

 

Name:

Mauro F. Ostwald

 

 

Title:

Director

 

 

 

 

 

 

 

 

 

ROUND MOUNTAIN GOLD CORPORATION

 

 

 

 

 

 

By:

/s/ MARTIN D. LITT

 

 

Name:

Martin D. Litt

 

 

Title:

General Counsel & Secretary

 

 

 

 

 

 

 

 

 

WHITE ICE VENTURES LIMITED

 

 

 

 

 

 

By:

/s/ EMMANUEL REVEILLAUD

 

 

Name:

Emmanuel Reveillaud

 

 

Title:

Director

 

 

 

 

 

 

 

 

 

27



 

Confirmed and accepted as of the date first above written:

 

 

 

J.P. Morgan Securities LLC,

 

Acting on behalf of itself and the several Initial Purchasers

 

 

 

 

 

By: J.P. Morgan Securities LLC

 

 

 

By:

/s/ DAVID A. DWYER

 

Name:

David A. Dwyer

 

Title:

Managing Director

 

 

28


 

Exhibit A

 

FORM OF INSTRUCTION TO DTC PARTICIPANTS

 

[Date of Mailing]

 

URGENT — IMMEDIATE ATTENTION REQUESTED
DEADLINE FOR RESPONSE: [DATE]
a

 

The Depository Trust Company (“ DTC ”) has identified you as a DTC Participant through which beneficial interests in the Kinross Gold Corporation (the “ Company ”) 4.50% Senior Notes due 2027 (the “ Securities ”) are held.

 

The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof.  In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

 

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response] .  Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you.  If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Kinross Gold Corporation, 25 York Street, 17th Floor, Toronto, Ontario, Canada, M5J 2V5, Attention:[ · ].

 


a                    Not less than 28 calendar days from date of mailing

 



 

FORM OF NOTICE OF REGISTRATION STATEMENT
and
SELLING SECURITYHOLDER QUESTIONNAIRE

 

[Date]

 

Reference is hereby made to the Registration Rights Agreement (the “ Registration Rights Agreement ”) among Kinross Gold Corporation (the “ Company ”), the subsidiary guarantors referred to therein (the “ Guarantors ”), and the Initial Purchasers named therein.  Pursuant to the Registration Rights Agreement, the Company and the Guarantors have filed with the United States Securities and Exchange Commission (the “ Commission ”) a registration statement (the “ Shelf Registration Statement ”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “ Securities Act ”), of the 4.50% Senior Notes due 2027 of the Company guaranteed by the Guarantors (the “ Securities ”).  A copy of the Registration Rights Agreement is attached hereto.  All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

 

Each beneficial owner of Transfer Restricted Securities (as defined below) is entitled to have the Transfer Restricted Securities beneficially owned by it included in the Shelf Registration Statement.  In order to have Transfer Restricted Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“ Notice and Questionnaire ”) must be completed, executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response] .  Beneficial owners of Transfer Restricted Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Transfer Restricted Securities.

 

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.  Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

 

The term “ Transfer Restricted Securities ” is defined in the Registration Rights Agreement.

 

2



 

ELECTION

 

The undersigned holder (the “ Selling Securityholder ”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item (3).  The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement, including, without limitation, Section 6 of the Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

 

Upon any sale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Registration Rights Agreement.

 

The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

 

QUESTIONNAIRE

 

(1)

(a)

Full Legal Name of Selling Securityholder:

 

 

 

 

 

 

 

(b)

Full Legal Name of Registered Holder (if not the same as in (a) above) of Transfer Restricted Securities Listed in Item (3) below:

 

 

 

 

 

 

 

(c)

Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Transfer Restricted Securities Listed in Item (3) below are Held:

 

 

 

 

 

 

(2)

 

 

Address for Notices to Selling Securityholder:

 

 

 

 

 

 

 

 

 

 

Telephone:

 

 

 

Fax:

 

 

 

Contact Person:

 

 

 

Email Address:

 

 

 

 

(3)

Beneficial Ownership of Securities:

 

 

 

Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.

 

3



 

 

(a)

Principal amount of Transfer Restricted Securities beneficially owned:

 

 

 

 

 

 

 

 

CUSIP No(s). of such Transfer Restricted Securities:

 

 

 

 

 

 

 

(b)

Principal amount of Securities other than Transfer Restricted Securities beneficially owned:

 

 

 

 

 

 

 

 

CUSIP No(s). of such other Securities:

 

 

 

 

 

 

 

(c)

Principal amount of Transfer Restricted Securities which the undersigned wishes to be included in the Shelf Registration Statement:

 

 

 

 

 

 

 

 

CUSIP No(s). of such Transfer Restricted Securities:

 

 

 

 

 

 

(4)

Beneficial Ownership of Other Securities of the Company:

 

 

 

Except as set forth below, the undersigned Selling Securityholder is not the beneficial or registered owner of other securities of the Company, other than the Securities listed above in Item (3).

 

 

 

State any exceptions here:

 

 

(5)

Relationships with the Company:

 

 

 

Except as set forth below, neither the undersigned Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

 

 

 

State any exceptions here:

 

 

(6)

Plan of Distribution:

 

 

 

Except as set forth below, the undersigned Selling Securityholder intends to distribute the Transfer Restricted Securities listed above in Item (3) only as follows (if at all): Such Transfer Restricted Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Transfer Restricted Securities may be sold in one or more transactions at fixed

 

4



 

 

prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Transfer Restricted Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Transfer Restricted Securities short and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.

 

 

 

State any exceptions here:

 

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M.

 

In the event that the Selling Securityholder transfers all or any portion of the Transfer Restricted Securities listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.

 

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus.  The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus.

 

In accordance with the Selling Securityholder’s obligation under Section 3(b) of the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect.  All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

 

(i)                                  To the Company and the Guarantors:

 

 

5



 

(ii)                               With a copy to:

 

 

 

Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company, the Guarantors and the Selling Securityholder (with respect to the Transfer Restricted Securities beneficially owned by such Selling Securityholder and listed in Item (3) above).  This Agreement shall be governed in all respects by the laws of the State of New York.

 

6



 

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

 

Dated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling Securityholder

 

 

(Print/type full legal name of beneficial owner of Transfer Restricted Securities)

 

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

 

 

Title:

 

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:

 

 

7



 

Exhibit B

 

FORM OF NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

 

[Trustee]

Kinross Gold Corporation

c/o [Trustee Address]

 

Attention:

 

Re:                              Kinross Gold Corporation (the “ Company ”)

4.50% Senior Notes due 2027 (the “ Notes ”)

 

Dear Sirs:

 

Please be advised that                                                                 has transferred $                                 aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form             (File No.  333-               ) filed by the Company and the Guarantors.

 

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a “Selling Holder” in the Prospectus dated [ · ], 20[ · ] or in supplements thereto, and that the aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner’s name.

 

Dated:

 

 

 

 

Very truly yours,

 

 

 

 

 

 

 

(Name):

 

 

 

 

 

By:

 

 

 

(Authorized Signature)

 




Exhibit 4.5

 

SECOND SUPPLEMENTAL INDENTURE

 

SECOND SUPPLEMENTAL INDENTURE (“ Supplemental Indenture ”), dated as of September 1, 2016, among Kinross Gold Corporation, a corporation duly organized and existing under the laws of the Province of Ontario (the “ Company ”), KG Mining (Round Mountain) Inc., a Delaware corporation (“ Round Mountain ”),  KG Mining (Bald Mountain) Inc., a Delaware corporation (“ Bald Mountain ”), KG Far East (Luxembourg) Sàrl, a Société à responsabilité limitée organized and existing under the laws of Luxembourg (“ Far East ”), White Ice Ventures Limited, a business company incorporated in the British Virgin Islands with company number 521800, with its registered office at Craigmuir Chambers, PO Box 71, Road Town, Tortola, British Virgin Islands, and its seat of central administration at 16, Avenue Pasteur, L-2310 Luxembourg (“ White Ice ”), Red Back Mining B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of The Netherlands and registered with the Dutch trade register ( Kamer van Koophandel ) under number 34107768 (“ Red Back BV ”), Red Back Mining (Ghana) Ltd., a British Virgin Islands corporation (“ Red Back Ghana ” and together with Round Mountain, Bald Mountain, Far East, White Ice and Red Back BV, the “ New Guarantors ”) and Wells Fargo Bank, National Association, as trustee (the “ Trustee ”) under the Indenture referred to below.  Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.

 

W I T N E S S E T H

 

WHEREAS, the Company, the Guarantors named therein and the Trustee have entered into an Indenture, dated as of August 22, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014 (as amended, supplemented or otherwise modified from time to time, the “ Indenture ”), providing for the issuance by the Company of its unsecured debentures, notes or other evidence of indebtedness (the “ Securities ”), to be issued in one or more series as provided in the Indenture;

 

WHEREAS, on September 1, 2016, each of the New Guarantors became a Credit Agreement Guarantor;

 

WHEREAS, Section 1403 of the Indenture provides that if any Subsidiary shall be a Credit Agreement Guarantor at a time when such Subsidiary is not a Guarantor, the Company shall cause such Subsidiary to execute a Supplemental Indenture pursuant to which such Subsidiary shall become a Guarantor under the Indenture;

 

WHEREAS, Section 901(6)  of the Indenture provides that the Indenture or the Securities may be amended or supplemented without the consent of any Holder to secure any series of the Securities or provide for any guarantees thereof, additional Guarantors thereon, or additional obligors thereon;

 

WHEREAS, the Company desires and has requested that the Trustee join in the execution of this Supplemental Indenture for the purpose of evidencing the addition of the New Guarantors as Guarantors under the Indenture;

 

1



 

WHEREAS, each of the New Guarantors desires to execute this Supplemental Indenture in order to evidence its Guarantee under Article Fourteen of the Indenture;

 

WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by resolutions of the board of directors of each of the New Guarantors; and

 

WHEREAS, all conditions precedent and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled, and the execution and delivery hereof has been in all respects duly authorized.

 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Successor, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

 

ARTICLE ONE

 

GUARANTEES OF THE SECURITIES

 

SECTION 1.1.                                           Each of the New Guarantors hereby agrees, jointly and severally with all other Guarantors, to guarantee the Company’s obligations under the Indenture and the Securities on the terms and subject to the conditions set forth in Article Fourteen of the Indenture and to be bound by all other applicable provisions of the Indenture applicable to “Guarantors.”

 

ARTICLE TWO

 

MISCELLANEOUS

 

SECTION 2.1.                                           Effectiveness .  This Supplemental Indenture shall be effective upon execution by the parties hereto.

 

SECTION 2.2.                                           Recitals .  The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

 

SECTION 2.3.                                           Governing Law .  THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

 

SECTION 2.4.                                           Counterparts .  The parties may sign any number of copies of this Supplemental Indenture (including by electronic transmission).  Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes.  Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 

2



 

SECTION 2.5.                                           Effect of Headings .  The Section headings herein are for convenience only and shall not affect the construction hereof.

 

3



 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

 

 

KINROSS GOLD CORPORATION,

 

as the Company

 

 

 

 

 

 

 

By:

/s/ TONY S. GIARDINI

 

Name:

Tony S. Giardini

 

Title:

Executive Vice President & Chief Financial Officer

 

 

 

 

 

 

 

KG MINING (ROUND MOUNTAIN) INC.,

 

as Guarantor

 

 

 

 

 

 

 

By:

/s/ MARTIN D. LITT

 

Name:

Martin D. Litt

 

Title:

Vice President, General Counsel & Secretary

 

 

 

 

 

 

 

KG MINING (BALD MOUNTAIN) INC.,

 

as Guarantor

 

 

 

 

 

 

 

By:

/s/ MARTIN D. LITT

 

Name:

Martin D. Litt

 

Title:

Vice President, General Counsel & Secretary

 

 

 

 

 

 

 

KG FAR EAST (LUXEMBOURG) SÀRL,

 

as Guarantor

 

 

 

 

 

 

 

By:

/s/ EMMANUEL REVEILLAUD

 

Name:

Emmanuel Reveillaud

 

Title:

Manager

 

 

 

 

 

 

 

WHITE ICE VENTURES LIMITED,

 

as Guarantor

 

 

 

 

 

 

 

By:

/s/ EMMANUEL REVEILLAUD

 

Name:

Emmanuel Reveillaud

 

Title:

Director

 



 

 

RED BACK MINING B.V.,

 

as Guarantor

 

 

 

 

 

 

 

By:

/s/ MAURO F. OSTWALD

 

Name:

Mauro F. Ostwald

 

Title:

Director

 

 

 

 

 

 

 

By:

/s/ MIKHAIL UGODNIKOV

 

Name:

Mikhail Ugodnikov

 

Title:

Director

 

 

 

 

 

 

 

RED BACK MINING (GHANA) LTD.,

 

as Guarantor

 

 

 

 

 

 

 

By:

/s/ NICHOLA DUNKLEY

 

Name:

Nichola Dunkley

 

Title:

For F.M.C. Limited, Corporate Director

 

 

 

 

 

 

 

By:

/s/ DESIREE MERCER

 

Name:

Desiree Mercer

 

Title:

For F.M.C. Limited, Corporate Director

 



 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

 

 

 

 

 

 

By:

/s/ YANA KISLENKO

 

Name:

Yana Kislenko

 

Title:

Vice President

 




Exhibit 5.1

 

[Sullivan & Cromwell LLP Letterhead]

 

May 18 , 2018

 

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

 

Ladies and Gentlemen:

 

In connection with the registration under the Securities Act of 1933, as amended (the “Act”), of (i) $500,000,000 aggregate principal amount of 4.50% Senior Notes due 2027 (the “New Notes”) of Kinross Gold Corporation, an Ontario corporation (the “Company”), to be issued in exchange for the Company’s outstanding 4.50% Senior Notes due 2027 (the “Initial Notes”), pursuant to the Indenture, dated as of August 22, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016 (as supplemented, the “Indenture”), among the Company, the guarantors listed on Annex A (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and (ii) the guarantees of the New Notes (the “New Guarantees”) by the Guarantors of the Initial Notes pursuant to the Indenture, we, as your U.S. counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

 

Upon the basis of such examination, it is our opinion that, when the combined Registration Statement on Form F-10 and Form S-4 (the “Registration Statement”) has become effective under the Act, when the terms of the New Notes and the New Guarantees and of their issuance and exchange have been duly established in conformity with the Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company or the Guarantors and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or the Guarantors, when the New Notes and New Guarantees have been duly executed and delivered by the Company or the Guarantors, as applicable, and have been authenticated by the Trustee in accordance with the Indenture, and when the New Notes and New Guarantees have been

 



 

duly issued and exchanged as contemplated in the Registration Statement, (i) the New Notes will constitute valid and legally binding obligations of the Company and (ii) the New Guarantees will constitute valid and legally binding obligations of the respective Guarantors, subject, in each case, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

 

In rendering the foregoing opinion, we are expressing no opinion as to Federal or state laws relating to fraudulent transfers and we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and exchange of the New Notes and New Guarantees.

 

The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.  In rendering the foregoing opinion we have, with your approval, assumed that (i) the Company has been duly formed and is validly existing under the laws of Ontario, (ii) each Guarantor has been duly formed and is validly existing under the laws of its respective jurisdiction of incorporation or formation, (iii) the Indenture has been duly authorized, executed and delivered by the Company insofar as the laws of Ontario and the Federal laws of Canada are concerned, (iv) the Indenture has been duly authorized, executed and delivered by each Guarantor insofar as the laws of its jurisdiction of incorporation or formation are concerned, (v) the New Notes have been duly authorized, executed, issued and delivered by the Company insofar as the laws of Ontario and the Federal laws of Canada are concerned, (vi) the New Guarantees have been duly authorized, executed and delivered by each Guarantor insofar as the laws of its jurisdiction of incorporation or formation are concerned and (vii) the provisions of the New Notes, the New Guarantees and the Indenture designating the law of the State of New York as the governing law for the New Notes, the New Guarantees and the Indenture are valid and binding upon the Company and each Guarantor insofar as the laws of its respective jurisdiction of incorporation or formation are concerned.  We note that with respect to all matters of local law of the jurisdictions listed on Annex B hereto, you are relying upon the opinions of the respective counsel named in Annex B hereto, all of which are also filed as exhibits to the Registration Statement.

 

Also, we have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee thereunder, an assumption which we have not independently verified.

 

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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading “Validity of Notes and Guarantees” in the Prospectus.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

 

 

Very truly yours,

 

 

 

/s/ SULLIVAN & CROMWELL LLP

 

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Annex A

 

Guarantors

 

Fairbanks Gold Mining, Inc.

KG Far East (Luxembourg) Sàrl

KG Mining (Bald Mountain) Inc.

KG Mining (Round Mountain) Inc.

Kinross Brasil Mineração S.A.

Melba Creek Mining, Inc.

Red Back Mining B.V.

Red Back Mining (Ghana) Limited

Round Mountain Gold Corporation

White Ice Ventures Limited

 

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Annex B

 

Local Counsel Opinions

 

Counsel

 

Jurisdiction

 

 

 

Osler, Hoskin & Harcourt LLP

 

Canada

 

 

 

Conyers Dill & Pearman

 

British Virgin Islands

 

 

 

Pinheiro Neto Advogados

 

Federative Republic of Brazil

 

 

 

Kaufhold & Reveillaud Avocats

 

Luxembourg

 

 

 

Loyens & Loeff N.V.

 

Netherlands

 

 

 

Holland & Hart LLP

 

Alaska

 

 

 

Richards, Layton & Finger, P.A.

 

Delaware

 

5




Exhibit 5.2

 

Osler, Hoskin & Harcourt LLP
Box 50, 1 First Canadian Place
Toronto, Ontario, Canada  M5X 1B8
416.362.2111  MAIN
416.862.6666  FACSIMILE

 




 

Toronto

 

Montréal

 

Calgary

 

Ottawa

 

Vancouver

 

New York

 

May 18, 2018

 

Direct Dial: (416) 862-6647
Our Matter Number: 1182993

 

 

Kinross Gold Corporation

25 York Street

17th Floor

Toronto, Ontario

Canada M5J 2V5

 

Ladies and Gentlemen:

 

We are acting as Canadian counsel to Kinross Gold Corporation (“Kinross”) in connection with the issuance by Kinross of $500,000,000 aggregate principal amount of 4.50% Notes due 2027 (the “New Notes”).

 

We understand that Kinross intends to offer to exchange the New Notes for an equivalent principal amount of its outstanding notes, pursuant to an exchange offer registered with the United States Securities and Exchange Commission (“SEC”).

 

The New Notes will be issued pursuant to an indenture (the “Indenture”) dated as of August 22, 2011, as amended, among Kinross, certain subsidiaries of Kinross and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

 

A.                                     Documentation

 

As Canadian counsel for Kinross, we have participated in the preparation of the Indenture.

 

B.                                     Jurisdiction

 

We are solicitors qualified to practice law in the Province of Ontario (the “Province”).  We express no opinion as to any laws or any matters governed by any laws other than the laws of the Province and the federal laws of Canada applicable therein.

 

C.                                     Scope of Examinations

 

In connection with the opinions expressed in this opinion letter, we have considered such questions of law and examined such public and corporate records, certificates and other documents and conducted such other examinations as we have considered necessary.

 

 

osler.com

 



 

D.                                     Assumptions and Reliances

 

We have assumed the legal capacity of all individuals, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies.

 

In expressing the opinion in the first sentence of paragraph 1, we have relied solely upon a certificate of status dated May 18, 2018, issued by the Ministry of Government and Consumer Services of Ontario, a copy of which has been delivered to you.

 

To the extent that the opinions expressed in this letter are based on factual matters, we have relied solely upon a certificate of an officer of Kinross (the “Officer’s Certificate”) as to such matters. A copy of the Officer’s Certificate has been delivered to you.

 

On the basis of the foregoing and subject to the qualifications herein expressed, we are of the opinion that:

 

1.                                       Kinross is a corporation existing under the laws of the Province.  There are no restrictions on the power and capacity of Kinross to own property or to carry on business.

 

2.                                       The execution and delivery of, and the performance by Kinross of its obligations under, the Indenture and the New Notes has been duly authorized by all necessary action on the part of Kinross.

 

3.                                       To the extent that execution and delivery are matters governed by the laws of the Province and the federal laws of Canada applicable therein:

 

(a)                                  the Indenture has been duly executed and delivered by Kinross; and

 

(b)                                  when the New Notes are issued, executed and delivered by Kinross and authenticated by the Trustee pursuant to the terms and conditions of the Indenture, the New Notes will be duly issued, executed and delivered by Kinross.

 

4.                                       The execution and delivery by Kinross of, and the performance by it of its obligations under, the Indenture and the New Notes would not, if executed and delivered on the date hereof:

 

(a)                                  violate any provision of any Canadian federal or provincial law, statute, rule or regulation as presently in effect in the Province; or

 

(b)                                  conflict with or contravene the constating documents of Kinross.

 

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This opinion is being delivered to you for your use only in connection with the filing of a Registration Statement (the “Registration Statement”) with respect to the New Notes with the SEC and may not be relied upon by any person other than you and the law firm of Sullivan & Cromwell LLP for purposes of the opinion to be delivered by such firm in connection with the Registration Statement.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of Notes and Guarantees” in the prospectus that forms part of the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933.

 

Yours very truly,

 

/s/ OSLER, HOSKIN & HARCOURT LLP

 

 

JRB:

 

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Exhibit 5.3

 

KAUFHOLD & REVEILLAUD, A VOCATS

 

CHARLES KAUFHOLD ANCIEN BÂTONNIER
EMMANUEL REVEILLAUD
SABRINA SALVADOR


PAUL HAMMELMANN
ETIENNE DE CREPY BARREAU DE PARIS
AURORE GIGOT
BRIGITTE CZOSKE RECHTSANWÄLTIN
RUDIGER SAILER RECHTSANWALT
DELPHINE DE TIMARY
MATTHIEU GROETZINGER
CATHERINE DELSAUX SCHOY
ALVARO RICCI, ABOGADO
SOPHIE GIALLOMBARDO
MAX MULLER
CHRISTINE LOUIS-HABERER
JEFF BRAUN
ISABELLE ALTMANN
ANAËLLE SEIWERT
AVELINO SANTO MENDES

 








KINROSS GOLD CORPORATION
25 YORK STREET, 17 TH  FLOOR
M5J 2V5 Toronto, Ontario
Canada

 

 

Luxembourg, 18 May 2018

 

 

 

Re.:

 

KG FAR EAST (Luxembourg) Sàrl / LO Notes Exchange

 

 

O.réf.: T20002 KG FAR EAST Opinion

 

 

 

 

 

 

Dear Madam,

Dear Sir,

 

We have acted as special Luxembourg legal advisers to KG Far East (Luxembourg) Sàrl, a private limited liability company ( société à responsabilité limitée ) organized and existing under the laws of Luxembourg, having its registered address at 20, rue des Peupliers, L-2328 Luxembourg and registered with the Luxembourg trade and companies register under number B 149.409 (hereafter referred to as the “ Company ”), in connection with a registration statement on Forms F-10 and S-4 (the “ SEC Registration Statement ”) and a form of guarantee to be filed with the U.S. Securities and Exchange Commission relating to the registration under the Securities Act of 1933 of US$500,000,000 aggregate principal amount of Kinross Gold Corporation’s (“ Kinross ”) 4.50% senior notes due 2027 (the “ New Notes ”).

 

Initial notes of US$500,000,000 aggregate principal amount of Kinross’ 4.50% senior notes due 2027 (the “ Initial Notes ”) were issued pursuant to the Indenture as defined below.

 

Initial Notes were issued pursuant to an Indenture dated as of 22 August 2011 between, among others, Kinross, the guarantor parties thereto and Wells Fargo Bank, National Association, as trustee (the “ Trustee ”), a first supplemental indenture thereto, dated as of 8 December, 2014 and a second supplemental indenture, dated as of 1 September 2016 among Kinross, KG Mining (Round Mountain) Inc., KG Mining (Bald Mountain) Inc., White Ice Ventures Limited, Red Back Mining B.V., Red Back Mining (Ghana) Limited, the Company and the Trustee (as supplemented, the “ Indenture ”).

 

 

 

 

20 avenue Marie-Thérèse, b.p. 477, L-2014 Luxembourg

Tél.: +352 444 222  Fax : +352 444 222 333

contact@kr-legal.lu www.kr-legal.lu

 



 

The Initial Notes were sold pursuant to the purchase agreement entered into by and among Kinross, the Guarantors (as defined therein) including the Company and J.P. Morgan Securities LLC, as Representative of the Purchasers (as such term is defined therein) on 28 June 2017.

 

The Initial Notes were fully and unconditionally guaranteed by the Company being one of the Guarantors (as such term is defined in the Guarantee) under a guarantee issued by the Guarantors and in the presence of Kinross and dated as of 6 July 2017 (the “ Initial Guarantee ”).

 

The New Notes will be fully and unconditionally guaranteed by the Company being one of the Guarantors (as such term is defined in the Form of Guarantee) under a guarantee (the “ Guarantee ”) to be issued by the Guarantors and in the presence of Kinross in 2018 and under the form of the guarantee circulated to the Guarantors (the “ Form of Guarantee ”).

 

We understand that Kinross intends to offer to exchange the New Notes for an equivalent principal amount of its outstanding Initial Notes and to exchange the Guarantee for the Company’s outstanding Initial Guarantee as to the payment of principal and interest on the Initial Notes by the Company, pursuant to an exchange offer to be registered with the United States Securities and Exchange Commission (the “ SEC ”). We understand further that a registration statement dated as of 18 May, 2018 with respect to the New Notes, the Form of Guarantee, the SEC Registration Statement and certain other documents will be filed with the SEC.

 

Capitalized terms defined in the Opinion Documents (as defined below) shall have the same meanings when used in this opinion, except where the context requires otherwise.

 

No assumption or qualification in this opinion limits any other assumption or qualification herein. Headings to paragraphs or subparagraphs of this opinion are for convenience only and do not affect the construction or interpretation hereof.

 

1.                                       Documents reviewed and investigation executed :

 

In connection with the foreseen transaction and for the purposes of this opinion, we have examined the following documents and have made no other investigation of other documents:

 

1.1                               An execution copy of the SEC Registration Statement ;

1.2                               an execution version of the Form of Guarantee;

1.3                               an executed copy of the Indenture;

 

The documents described under paragraphs 1.1 to 1.2 are collectively referred herein to as the “ Opinion Documents ”.

 

1.4                               a copy of the coordinated by-laws of the Company dated 17 April 2018;

1.5                               a certified copy of the excerpt of the Luxembourg trade and companies register dated 18 May 2018, regarding the Company;

 

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1.6                               a certified copy of the non-bankruptcy certificate issued by the Luxembourg trade and companies register in relation to the Company dated 18 May 2018;

 

1.7                               an executed copy of the written resolutions taken by the board of managers of the Company dated 17 May 2018;

 

1.8                               an executed copy of the written resolutions taken by the board of managers of the Company dated 28 June 2017; and

 

1.9                               an executed copy of a manager certificate signed by two managers of the Company dated 18 May 2018.

 

The documents described under paragraphs 1.1 to 1.9 are collectively referred to herein as the “ Documents ”.

 

Except as stated above, we have not examined any agreement, deeds, instruments or other documents entered into by or affecting the Company.

 

Save as opined herein, we have not investigated (and express no opinion on) whether the Company, by reason of the transactions and matters contemplated by the Documents to which the Company is a party, is or will be in breach of any of its respective obligations under any agreement, document, deed or instrument, or any order, judgment binding upon it.

 

2.                                      Assumptions :

 

2.1                               In our examination of the Documents, we assumed the following :

 

2.1.1                     All originals supplied to us are genuine and complete;

 

2.1.2                     All signatures of all parties submitted to us are genuine;

 

2.1.3                     All copies of Documents submitted to us conform to the original;

 

2.1.4                     The documents presented to us as drafts will be executed and delivered in the same form as the copies supplied to us;

 

2.1.5                     All the executed documents supplied to us are in full force and effect and have not been terminated or amended, modified, supplemented or superseded;

 

2.1.6                     All facts and statements relied upon or assumed herein are or will be true and complete on the date of execution of the Opinion Documents;

 

2.1.7                     All and any facts set forth in the Documents and all representations, statements and warranties given by or in respect of any party to the Opinion Documents (except insofar as they relate to Luxembourg law and matters which we expressly opine on herein) are true, accurate, correct and up to date;

 

2.1.8                     The written resolutions of the Company dated 28 June 2017 supplied to us are a true record of these meetings or written resolutions and the resolutions were validly passed and remain in full force and effect.

 

2.2                               In analyzing the Opinion Documents, we assumed the following:

 

2.2.1                     All parties to the Opinion Documents (other than the Company) are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization;

 

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2.2.2                     Each such party (other than the Company) has the requisite organizational power and authority to execute, deliver and perform its respective obligations under the Opinion Documents to which it is a party;

 

2.2.3                     All natural persons executing the Opinion Documents as signatories have the authority, capacity and power to do so under the law of their respective jurisdiction;

 

2.2.4                     Except with respect of the Company, the Opinion Documents have been duly authorized, by all parties thereto and all such parties will duly execute and deliver the Opinion Documents in particular at the time where the Guarantee shall actually be signed, executed and delivered;

 

2.2.5                     The rights and obligations created by the Opinion Documents are legal, valid and binding obligations of the parties thereto; and are enforceable, under the law to which they are expressed to be submitted (other than Luxembourg Law) and the obligations expressed to be undertaken thereunder are valid and binding obligations under this law;

 

2.2.6                     Insofar as any obligation of the Company under the Documents (and any document in connection therewith) are required to be performed in, or is otherwise affected by the laws of, any jurisdiction other than Luxembourg, its performance would not be illegal or ineffective under the laws of that jurisdiction;

 

2.2.7                     Any and all authorizations, formal requirements and consents of any public authority of any country other than the Grand Duchy of Luxembourg which may be required with respect to the Opinion Documents shall have been obtained, in particular at the time where the Guarantee will actually be signed, executed and delivered;

 

2.2.8                     The choice of the foreign law to govern the Opinion Documents is valid and binding under the laws of any applicable jurisdiction (other than Luxembourg) and such choice of law would be recognized and given effect by the courts of that jurisdiction (other than Luxembourg);

 

2.2.9                     The parties to the Opinion Documents shall enter into the latter with good faith, for the purpose of carrying out their business, on arm’s length commercial terms and without any intention to defraud or deprive of any legal benefit any other parties (such as third parties and in particular creditors) or to circumvent any mandatory laws or regulations of any jurisdiction; that there has been no fraud, bad faith, coercion, duress, misrepresentation, material mistake of fact or undue influence with respect to matters connected with and the transactions contemplated by any of the Documents;

 

2.2.10              Except the Opinion Documents, there exist no further or supplemental terms and conditions agreed, course of prior dealing or other arrangements between the parties that would supersede or modify any of the terms of the Opinion Documents and that would affect our opinion;

 

2.2.11              No law of any jurisdiction outside Luxembourg would qualify, affect or modify any of the opinions set out below or would render the execution, delivery, issue or performance of the terms of the Opinion Documents illegal or ineffective; insofar as any obligation under the Opinion Documents fails to be performed in any jurisdiction other than Luxembourg, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction, and, insofar as the laws of any jurisdiction outside Luxembourg may be relevant, such laws have been and will be fully complied with;

 

2.2.12              The entry by the Company into the Opinion Documents is in the best interest and for the corporate benefit, of the Company;

 

2.2.13              The principal place of business and the center of main interests of the Company is located at the place of its registered office in Luxembourg, the Company having its

 

4



 

establishment in Luxembourg, as provided by the Council regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings.

 

3.                                      Opinion :

 

Based on the foregoing, subject to the qualifications, assumptions and exceptions stated herein, we are of the opinion that insofar as Luxembourg law is concerned, as of the date hereof and without regard to any change in facts and circumstances:

 

3.1                               The Company has been duly incorporated and is validly existing under the laws of the Grand Duchy of Luxembourg.

 

3.2                               The Company is duly qualified to do its business and based on the non-bankruptcy certificate (referred to in paragraph 1.6 of this opinion) not subject to bankruptcy and other similar insolvency proceedings in Luxembourg as of the date mentioned in the said certificate and has all power and authority necessary to conduct the business in which it is engaged and to enter into and perform its obligations under the Opinion Documents.

 

3.3                               The Company has full right, power and authority to execute and deliver each of the Opinion Documents to which it is a party and to perform its respective obligations thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Opinion Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

 

3.4                               Save as provided under the qualification 4.13 of this opinion, the execution, delivery, and performance by the Company of the Opinion Documents and compliance by it with the terms thereof, and the consummation of the transactions contemplated by the Opinion Documents, would not, if executed and delivered on the date hereof, violate, result in a breach of or constitute a default under (i) the articles of association or similar organizational documents of the Company; or (ii) any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority in the Grand Duchy of Luxembourg to which the Company is subject.

 

3.5                               The Opinion Documents have been duly authorized. They constitute legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity).

 

3.6                               The Guarantee, when executed and delivered (free of all conditions) by the Company in accordance with the Indenture and the resolutions of the board of managers of the Company, will be duly executed and delivered, to the extent such execution and delivery are matters governed by Luxembourg Law.

 

5



 

3.7                               No consent, approval, authorization, order, registration, filing or qualification of or with any court or arbitrator or governmental or regulatory authority is required in the Grand Duchy of Luxembourg for the execution, delivery and performance by the Company of the Opinion Documents.

 

3.8                               The choice of the law of the State of New York to govern the Opinion Documents will be recognized by the Luxembourg courts as a valid and binding choice of law under the laws of the Grand Duchy of Luxembourg and the submission by the Company to the exclusive jurisdiction of the U.S. federal and New York Courts would be recognized valid and binding by the courts of Luxembourg.

 

3.9                               A final judgment properly obtained a court of competent jurisdiction in the State of New York, with respect to any suit, action or proceeding arising out of or relating to the Opinion Documents, will be given conclusive effect by the courts in the Grand Duchy of Luxembourg, without consideration to the merits subject to the following qualifications:

·                        a control of the international jurisdiction further to Luxembourg international law provisions;

·                        a control of the law applying to the Opinion Documents further to Luxembourg international law provisions;

·                        a control of the enforceability of the judgment, the absence of evasion to law and the respect of the Luxembourg public order and the regularity of the procedure.

 

3.10                        No stamp, registration, documentary or similar taxes are payable under the laws of Grand Duchy of Luxembourg by reason of the transactions contemplated under the Opinion Documents or in relation to any enforcement proceedings in respect of the Opinion Documents brought in the courts of Grand Duchy of Luxembourg.

 

3.11                        The Company is not entitled to claim immunity from suit or execution or other legal process in Luxembourg in respect of its obligations under the Opinion Documents to which it is a party.

 

4.                                      Qualification :

 

4.1                               We want to stress that we do not represent ourselves to be familiar with any laws other than the laws of the Grand Duchy of Luxembourg and, in giving this opinion we assume that there does not exist any provision in any applicable law in another jurisdiction affecting our opinion.

 

4.2                               The opinions expressed below are limited exclusively to the laws of the Grand Duchy of Luxembourg currently in effect. We have made no investigation of the laws of any jurisdiction outside the Grand Duchy of Luxembourg as a basis for this opinion and do not express or imply any opinion with respect to the matters governed by or to be determined on the basis of any such laws outside the Grand Duchy of Luxembourg.

 

6



 

4.3                               Nevertheless, we have made such examination of Luxembourg law, as in force at the date hereof, to enable us to answer the questions raised.

 

4.4                               The opinions expressed above under paragraph 3 are also limited to the Documents listed above under paragraph 1 of this opinion.

 

4.5                               We express no tax opinion whatsoever in respect of the Company or the tax consequences of the transactions contemplated by the Documents (or any document in connection therewith) and in particular regarding borrowing limits, debt/equity ratios, prudential regulatory or other applicable ratios, or other tax-related limits of indebtedness or as to the consequences thereof and we express no opinion on matters of fact or on matters other than those expressly set forth in this legal opinion, and no opinion is, or may be, implied or inferred herefrom.

 

4.6                               The undersigned counsels are admitted to the District Court of Luxembourg. This opinion letter is governed by and shall be construed exclusively in accordance with Luxembourg laws.

 

4.7                               Other than as opined herein, we express no opinion as to matters of fact or on the accuracy or completeness of any statement, representation or warranties given or made by any party in relation to, under or by virtue of the Opinion Documents.

 

4.8                               This opinion is based upon currently existing statutes, rules, regulations and judicial decisions and is rendered as of the date hereof, and we disclaim any obligation to advise you of any change in any of the foregoing sources of law or subsequent developments in law or changes in facts or circumstances which might affect any matters or opinions set forth herein. This opinion is effective, and relies on matters, only as of the date hereof and will not be updated except otherwise requested expressly.

 

4.9                               The opinion is addressed to the addressees and their successors solely and for their benefit only (or for the benefit of their successors), so that it cannot be used in relation with any other purpose than the Opinion Documents. It especially cannot be remitted to any other party or referred to any public document and be relied upon by any other person or used for any other purpose and neither its contents nor its existence may be disclosed without our prior written approval. Notwithstanding the foregoing, the opinion may be relied upon by Wells Fargo Bank, National Association, as Trustee under the Indenture.

 

However the opinion may be disclosed without such consent to:

a)                   any person to whom disclosure is required to be made by applicable law or court order pursuant to the rules or regulations of any supervisory or regulatory body or in connection with any judicial proceedings;

b)                   the officers, employees, auditors and professional advisers of the addressee;

c)                    any affiliate of any addressee and the officers, employees, auditors and professional advisers of such affiliate; and

 

7



 

on the basis that (i) such disclosure is made solely to enable any such person to be informed that an opinion has been given and to be made aware of its terms but not for the purposes of reliance, (ii) we do not assume any duty or liability to any person to whom such disclosure is made and (iii) (other than in relation to disclosure under paragraph (a)) such person agrees not to further disclose this opinion or its contents to any other person, other than as permitted above, without our prior written consent.

 

4.10                        The capacity of the Company to enter into and deliver the Opinion Documents to which it is a party and perform its obligations thereunder and the validity and enforceability of the Opinion Documents will be subject to any law from time to time in force relating to bankruptcy, insolvency, liquidation, administration, arrangement, moratorium or re-organisation or any other laws or legal procedures affecting generally the enforcement of creditors’ rights and to equitable rules and procedures.

 

Any provision in the Opinion Documents providing for an event of default, an acceleration or another early termination of the Opinion Documents by reason of the Company being subject to proceedings for a bankruptcy, concordat préventif , gestion contrôlée or sursis de paiement may not be enforceable against the latter.

 

A security created for pre-existing debts during the so called “période suspecte” within the meaning of Article 445 of the Luxembourg Commerce Code (as generally agreed, up to six months plus a prior ten-day delay) is void as against the reported creditors of the Company ( masse des créanciers ).

 

Any payments made, during the so called période suspecte, by the Company in consideration of accrued debts as well as any other transaction made by such company in consideration of a payment may be voidable in certain circumstances as defined under Article 446 of the Luxembourg Commerce Code; and the right to enforce a security may be suspended or entrusted to the liquidator upon the occurrence of a bankruptcy, concordat préventif, gestion contrôlée or sursis de paiement .

 

Article 448 of the code of commerce and article 1167 of the civil code ( actiopauliana ) give to the creditors, the right to challenge any fraudulent payments and transactions made prior to the bankruptcy, without limitation of time.

 

4.11                        Specific creditors benefit from privileged rights by virtue of Luxembourg law and may take precedence over the rights of other secured or unsecured creditors. For instance, the Luxembourg tax authorities, the Luxembourg social security institutions and the salaried employees (if any) benefit from a general privilege over movables in relation to specific claims determined by law; this general privilege in principle takes precedence over the privilege of any secured creditors.

 

4.12                        The enforcement of the Opinion Documents (or any document related thereto) and the rights and obligations of the parties thereto will be subject to the general principles of Luxembourg law.

 

8



 

No opinion is given herein as to the availability of any specific performance remedy, other than monetary damages, for the enforcement of any obligation contained in the Opinion Documents (or any document related thereto) and this legal opinion should not be taken to imply that a Luxembourg court will necessarily grant any remedy, in particular, orders for specific performance or injunctions.

 

A contractual provision conferring or imposing a remedy, an obligation or penalty consequent upon default may not be fully enforceable if it were deemed by a Luxembourg court to be an excessive pecuniary remedy.

 

4.13                        The enforcement will be subject to the acceptance by the Luxembourg courts of internal jurisdiction, the prescription or limitation periods within which suits, actions or proceedings may be brought and the availability of defenses such as, without limitation, set-off (unless validly waived), fraud, misrepresentation, unforeseen circumstances, undue influence, duress, error and counter-claim.

 

4.14                        The obligations in respect of the Guarantee given by the Company shall be limited  at any time to an aggregate amount (without duplication) not exceeding of 95% of the greater of:

 

(i)                                      the Company’s own funds ( capitaux propres ), as referred to in Annex 1 of the Grand-Ducal Regulation of 19 December 2015 in relation to, inter alia, article 34 of the Luxembourg Law dated 19 December 2002 concerning the trade and companies register and the accounting and annual accounts of undertakings, as amended (the “ 2002 Law ”) (the “ Net Assets ”), increased by the amount of any debts owed to a company of the same group of the Guarantors,  the subordinated debt ( dettes subordonnées ) as determined in the general accounting plan (Account 191) of the Company, each as reflected in (x) the latest interim financial statements available (if any), as approved by the shareholders of the Company, at the date of demand of payment under this agreement or, if not available, (y) the Company’s last annual financial statements ( comptes annuels ) available at the date of demand of payment under the Guarantee ; and

 

(ii)                                   the Company’s own funds ( capitaux propres ), as referred to in the grand-ducal regulation in force which is mentioned in article 34 of the 2002 Law, increased by the amount of any debts owed to a company of the same group of the Company, at the date of entry into the Guarantee.

 

4.15                        Where any obligations are to be performed or observed or are based upon a matter arising in a jurisdiction outside Luxembourg, they may not be enforceable under Luxembourg law if and to the extent that such performance or observance would be unlawful, unenforceable, or contrary to public policy under the laws of such jurisdiction.

 

4.16                        The rights and obligations of the parties to the Documents may be affected by criminal investigations or prosecution, including, but not limited to, criminal freezing orders.

 

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4.17                        In this legal opinion, Luxembourg legal concepts are expressed in English terms and not in their original French terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. This legal opinion is given on the express condition, accepted by each person who is entitled to rely on it, that this legal opinion and all rights, obligations or liability in relation to it are governed by, and shall be construed in accordance with, Luxembourg.

 

 

Yours faithfully,

 

 

 

 

 

/s/ CHARLES KAUFHOLD

 

 

 

Charles KAUFHOLD

 

 

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Exhibit 5.4

 

KAUFHOLD & REVEILLAUD, A VOCATS

 

CHARLES KAUFHOLD ANCIEN BÂTONNIER
EMMANUEL REVEILLAUD
SABRINA SALVADOR


PAUL HAMMELMANN
ETIENNE DE CREPY BARREAU DE PARIS
AURORE GIGOT
BRIGITTE CZOSKE RECHTSANWÄLTIN
RUDIGER SAILER RECHTSANWALT
DELPHINE DE TIMARY
MATTHIEU GROETZINGER
CATHERINE DELSAUX SCHOY
ALVARO RICCI, ABOGADO
SOPHIE GIALLOMBARDO
MAX MULLER
CHRISTINE LOUIS-HABERER
JEFF BRAUN
ISABELLE ALTMANN
ANAËLLE SEIWERT
AVELINO SANTO MENDES

 








KINROSS GOLD CORPORATION
25 YORK STREET, 17 TH  FLOOR
M5J 2V5 Toronto, Ontario
Canada

 

 

Luxembourg, 18 May 2018

 

 

Re.:

 

White Ice Ventures Limited / LO Notes Exchange

 

 

O.réf.: T20003 White Ice Ventures Limited - Opinion

 

 

 

 

 

Dear Madam,

Dear Sir,

 

We have acted as special Luxembourg legal advisers to White Ice Ventures Limited, a private limited liability company ( société à responsabilité limitée ) incorporated in and having its registered seat in the British Virgin Islands and having its seat of central administration (effective place of management) at L-2328 Luxembourg, 20 rue des Peupliers, R.C.S. Luxembourg B193622 (hereafter referred to as the “ Company ”), in connection with a registration statement on Forms F-10 and S-4 (the “ SEC Registration Statement ”) and a form of guarantee to be filed with the U.S. Securities and Exchange Commission relating to the registration under the Securities Act of 1933 of US$500,000,000 aggregate principal amount of Kinross Gold Corporation’s (“ Kinross ”) 4.50% senior notes due 2027 (the “ New Notes ”).

 

Initial notes of US$500,000,000 aggregate principal amount of Kinross’ 4.50% senior notes due 2027 (the “ Initial Notes ”) were issued pursuant to the Indenture as defined below.

 

Initial Notes were issued pursuant to an Indenture dated as of 22 August 2011 between, among others, Kinross, the guarantor parties thereto and Wells Fargo Bank, National Association, as trustee (the “ Trustee ”), a first supplemental indenture thereto, dated as of 8 December, 2014 and a second supplemental indenture, dated as of 1 September 2016 among Kinross, KG Mining (Round Mountain) Inc., KG Mining (Bald Mountain) Inc., the Company, Red Back Mining B.V., Red Back Mining (Ghana) Limited, KG Far East (Luxembourg) Sàrl and the Trustee (as supplemented, the “ Indenture ”).

 

 

 

 

 

20 avenue Marie-Thérèse, b.p. 477, L-2014 Luxembourg

Tél.: +352 444 222  Fax : +352 444 222 333

contact@kr-legal.lu www.kr-legal.lu

 



 

The Initial Notes were sold pursuant to the purchase agreement entered into by and among Kinross, the Guarantors (as defined therein) including the Company and J.P. Morgan Securities LLC, as Representative of the Purchasers (as such term is defined therein) on 28 June 2017.

 

The Initial Notes were fully and unconditionally guaranteed by the Company being one of the Guarantors (as such term is defined in the Guarantee) under a guarantee issued by the Guarantors and in the presence of Kinross and dated as of 6 July 2017 (the “ Initial Guarantee ”).

 

The New Notes will be fully and unconditionally guaranteed by the Company being one of the Guarantors (as such term is defined in the Form of Guarantee) under a guarantee (the “ Guarantee ”) to be issued by the Guarantors and in the presence of Kinross in 2018 and under the form of the guarantee circulated to the Guarantors (the “ Form of Guarantee ”).

 

We understand that Kinross intends to offer to exchange the New Notes for an equivalent principal amount of its outstanding Initial Notes and to exchange the Guarantee for the Company’s outstanding Initial Guarantee as to the payment of principal and interest on the Initial Notes by the Company, pursuant to an exchange offer to be registered with the United States Securities and Exchange Commission (the “ SEC ”). We understand further that a registration statement dated as of 18 May, 2018 with respect to the New Notes, the Form of Guarantee, the SEC Registration Statement and certain other documents will be filed with the SEC.

 

Capitalized terms defined in the Opinion Documents (as defined below) shall have the same meanings when used in this opinion, except where the context requires otherwise.

 

No assumption or qualification in this opinion limits any other assumption or qualification herein. Headings to paragraphs or subparagraphs of this opinion are for convenience only and do not affect the construction or interpretation hereof.

 

1.                                      Documents reviewed and investigation executed :

 

In connection with the foreseen transaction and for the purposes of this opinion, we have examined the following documents and have made no other investigation of other documents:

 

1.1                               An execution copy of the SEC Registration Statement ;

1.2                               an execution version of the Form of Guarantee;

1.3                               an executed copy of the Indenture;

 

The documents described under paragraphs 1.1 to 1.2 are collectively referred herein to as the “ Opinion Documents ”.

 

1.4                               a copy of the coordinated by-laws of the Company dated 10 April 2018;

1.5                               a certified copy of the excerpt of the Luxembourg trade and companies register dated 18 May 2018, regarding the Company;

 

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1.6                               a certified copy of the non-bankruptcy certificate issued by the Luxembourg trade and companies register in relation to the Company dated 18 May 2018;

 

1.7                               an executed copy of the written resolutions taken by the directors of the Company dated 17 May 2018;

 

1.8                               an executed copy of the written resolutions taken by the board of managers of the Company dated 28 June 2017; and

 

1.9                               an executed copy of a managers’ certificate signed by two managers of the Company dated 18 May 2018.

 

The documents described under paragraphs 1.1 to 1.9 are collectively referred to herein as the “ Documents ”.

 

Except as stated above, we have not examined any agreement, deeds, instruments or other documents entered into by or affecting the Company.

 

Save as opined herein, we have not investigated (and express no opinion on) whether the Company, by reason of the transactions and matters contemplated by the Documents to which the Company is a party, is or will be in breach of any of its respective obligations under any agreement, document, deed or instrument, or any order, judgment binding upon it.

 

2.                                      Assumptions :

 

2.1                               In our examination of the Documents, we assumed the following :

 

2.1.1                     All originals supplied to us are genuine and complete;

 

2.1.2                     All signatures of all parties submitted to us are genuine;

 

2.1.3                     All copies of Documents submitted to us conform to the original;

 

2.1.4                     The documents presented to us as drafts will be executed and delivered in the same form as the copies supplied to us;

 

2.1.5                     All the executed documents supplied to us are in full force and effect and have not been terminated or amended, modified, supplemented or superseded;

 

2.1.6                     All facts and statements relied upon or assumed herein are or will be true and complete on the date of execution of the Opinion Documents;

 

2.1.7                     All and any facts set forth in the Documents and all representations, statements and warranties given by or in respect of any party to the Opinion Documents (except insofar as they relate to Luxembourg law and matters which we expressly opine on herein) are true, accurate, correct and up to date;

 

2.1.8                     The written resolutions of the Company dated 28 June 2017 supplied to us are a true record of these meetings or written resolutions and the resolutions were validly passed and remain in full force and effect.

 

2.2                               In analyzing the Opinion Documents, we assumed the following:

 

2.2.1                     All parties to the Opinion Documents (other than the Company) are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization;

 

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2.2.2                     Each such party (other than the Company) has the requisite organizational power and authority to execute, deliver and perform its respective obligations under the Opinion Documents to which it is a party;

 

2.2.3                     All natural persons executing the Opinion Documents as signatories have the authority, capacity and power to do so under the law of their respective jurisdiction;

 

2.2.4                     Except with respect of the Company, the Opinion Documents have been duly authorized, by all parties thereto and all such parties will duly execute and deliver the Opinion Documents in particular at the time where the Guarantee shall actually be signed, executed and delivered;

 

2.2.5                     The rights and obligations created by the Opinion Documents are legal, valid and binding obligations of the parties thereto; and are enforceable, under the law to which they are expressed to be submitted (other than Luxembourg Law) and the obligations expressed to be undertaken thereunder are valid and binding obligations under this law;

 

2.2.6                     Insofar as any obligation of the Company under the Documents (and any document in connection therewith) are required to be performed in, or is otherwise affected by the laws of, any jurisdiction other than Luxembourg, its performance would not be illegal or ineffective under the laws of that jurisdiction;

 

2.2.7                     Any and all authorizations, formal requirements and consents of any public authority of any country other than the Grand Duchy of Luxembourg which may be required with respect to the Opinion Documents shall have been obtained, in particular at the time where the Guarantee will actually be signed, executed and delivered;

 

2.2.8                     The choice of the foreign law to govern the Opinion Documents is valid and binding under the laws of any applicable jurisdiction (other than Luxembourg) and such choice of law would be recognized and given effect by the courts of that jurisdiction (other than Luxembourg);

 

2.2.9                     The parties to the Opinion Documents shall enter into the latter with good faith, for the purpose of carrying out their business, on arm’s length commercial terms and without any intention to defraud or deprive of any legal benefit any other parties (such as third parties and in particular creditors) or to circumvent any mandatory laws or regulations of any jurisdiction; that there has been no fraud, bad faith, coercion, duress, misrepresentation, material mistake of fact or undue influence with respect to matters connected with and the transactions contemplated by any of the Documents;

 

2.2.10              Except the Opinion Documents, there exist no further or supplemental terms and conditions agreed, course of prior dealing or other arrangements between the parties that would supersede or modify any of the terms of the Opinion Documents and that would affect our opinion;

 

2.2.11              No law of any jurisdiction outside Luxembourg would qualify, affect or modify any of the opinions set out below or would render the execution, delivery, issue or performance of the terms of the Opinion Documents illegal or ineffective; insofar as any obligation under the Opinion Documents fails to be performed in any jurisdiction other than Luxembourg, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction, and, insofar as the laws of any jurisdiction outside Luxembourg may be relevant, such laws have been and will be fully complied with;

 

2.2.12              The entry by the Company into the Opinion Documents is in the best interest and for the corporate benefit, of the Company;

 

2.2.13              The principal place of business and the center of main interests of the Company is located at the place of its registered office in Luxembourg, the Company having its

 

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establishment in Luxembourg, as provided by the Council regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings.

 

3.                                      Opinion :

 

Based on the foregoing, subject to the qualifications, assumptions and exceptions stated herein, we are of the opinion that insofar as Luxembourg law is concerned, as of the date hereof and without regard to any change in facts and circumstances:

 

3.1                               The Company has been duly incorporated and is validly existing under the laws of the Grand Duchy of Luxembourg.

 

3.2                               The Company is duly qualified to do its business and based on the non-bankruptcy certificate (referred to in paragraph 1.6 of this opinion) not subject to bankruptcy and other similar insolvency proceedings in Luxembourg as of the date mentioned in the said certificate and has all power and authority necessary to conduct the business in which it is engaged and to enter into and perform its obligations under the Opinion Documents.

 

3.3                               The Company has full right, power and authority to execute and deliver each of the Opinion Documents to which it is a party and to perform its respective obligations thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Opinion Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

 

3.4                               Save as provided under the qualification 4.13 of this opinion, the execution, delivery, and performance by the Company of the Opinion Documents and compliance by it with the terms thereof, and the consummation of the transactions contemplated by the Opinion Documents, would not, if executed and delivered on the date hereof, violate, result in a breach of or constitute a default under (i) the articles of association or similar organizational documents of the Company; or (ii) any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority in the Grand Duchy of Luxembourg to which the Company is subject.

 

3.5                               The Opinion Documents have been duly authorized. They constitute legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity).

 

3.6                               The Guarantee, when executed and delivered (free of all conditions) by the Company in accordance with the Indenture and the resolutions of the board of managers of the Company, will be duly executed and delivered, to the extent such execution and delivery are matters governed by Luxembourg Law.

 

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3.7                               No consent, approval, authorization, order, registration, filing or qualification of or with any court or arbitrator or governmental or regulatory authority is required in the Grand Duchy of Luxembourg for the execution, delivery and performance by the Company of the Opinion Documents.

 

3.8                               The choice of the law of the State of New York to govern the Opinion Documents will be recognized by the Luxembourg courts as a valid and binding choice of law under the laws of the Grand Duchy of Luxembourg and the submission by the Company to the exclusive jurisdiction of the U.S. federal and New York Courts would be recognized valid and binding by the courts of Luxembourg.

 

3.9                               A final judgment properly obtained a court of competent jurisdiction in the State of New York, with respect to any suit, action or proceeding arising out of or relating to the Opinion Documents, will be given conclusive effect by the courts in the Grand Duchy of Luxembourg, without consideration to the merits subject to the following qualifications:

·                        a control of the international jurisdiction further to Luxembourg international law provisions;

·                        a control of the law applying to the Opinion Documents further to Luxembourg international law provisions;

·                        a control of the enforceability of the judgment, the absence of evasion to law and the respect of the Luxembourg public order and the regularity of the procedure.

 

3.10                        No stamp, registration, documentary or similar taxes are payable under the laws of Grand Duchy of Luxembourg by reason of the transactions contemplated under the Opinion Documents or in relation to any enforcement proceedings in respect of the Opinion Documents brought in the courts of Grand Duchy of Luxembourg.

 

3.11                        The Company is not entitled to claim immunity from suit or execution or other legal process in Luxembourg in respect of its obligations under the Opinion Documents to which it is a party.

 

4.                                      Qualification :

 

4.1                               We want to stress that we do not represent ourselves to be familiar with any laws other than the laws of the Grand Duchy of Luxembourg and, in giving this opinion we assume that there does not exist any provision in any applicable law in another jurisdiction affecting our opinion.

 

4.2                               The opinions expressed below are limited exclusively to the laws of the Grand Duchy of Luxembourg currently in effect. We have made no investigation of the laws of any jurisdiction outside the Grand Duchy of Luxembourg as a basis for this opinion and do not express or imply any opinion with respect to the matters governed by or to be determined on the basis of any such laws outside the Grand Duchy of Luxembourg.

 

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4.3                               Nevertheless, we have made such examination of Luxembourg law, as in force at the date hereof, to enable us to answer the questions raised.

 

4.4                               The opinions expressed above under paragraph 3 are also limited to the Documents listed above under paragraph 1 of this opinion.

 

4.5                               We express no tax opinion whatsoever in respect of the Company or the tax consequences of the transactions contemplated by the Documents (or any document in connection therewith) and in particular regarding borrowing limits, debt/equity ratios, prudential regulatory or other applicable ratios, or other tax-related limits of indebtedness or as to the consequences thereof and we express no opinion on matters of fact or on matters other than those expressly set forth in this legal opinion, and no opinion is, or may be, implied or inferred herefrom.

 

4.6                               The undersigned counsels are admitted to the District Court of Luxembourg. This opinion letter is governed by and shall be construed exclusively in accordance with Luxembourg laws.

 

4.7                               Other than as opined herein, we express no opinion as to matters of fact or on the accuracy or completeness of any statement, representation or warranties given or made by any party in relation to, under or by virtue of the Opinion Documents.

 

4.8                               This opinion is based upon currently existing statutes, rules, regulations and judicial decisions and is rendered as of the date hereof, and we disclaim any obligation to advise you of any change in any of the foregoing sources of law or subsequent developments in law or changes in facts or circumstances which might affect any matters or opinions set forth herein. This opinion is effective, and relies on matters, only as of the date hereof and will not be updated except otherwise requested expressly.

 

4.9                               The opinion is addressed to the addressee and their successors solely and for their benefit only (or for the benefit of their successors), so that it cannot be used in relation with any other purpose than the Opinion Documents. It especially cannot be remitted to any other party or referred to any public document and be relied upon by any other person or used for any other purpose and neither its contents nor its existence may be disclosed without our prior written approval. Notwithstanding the foregoing, the opinion may be relied upon by Wells Fargo Bank, National Association, as Trustee under the Indenture.

 

However the opinion may be disclosed without such consent to:

a)                   any person to whom disclosure is required to be made by applicable law or court order pursuant to the rules or regulations of any supervisory or regulatory body or in connection with any judicial proceedings;

b)                   the officers, employees, auditors and professional advisers of the addressee;

c)                    any affiliate of any addressee and the officers, employees, auditors and professional advisers of such affiliate; and

 

7



 

on the basis that (i) such disclosure is made solely to enable any such person to be informed that an opinion has been given and to be made aware of its terms but not for the purposes of reliance, (ii) we do not assume any duty or liability to any person to whom such disclosure is made and (iii) (other than in relation to disclosure under paragraph (a)) such person agrees not to further disclose this opinion or its contents to any other person, other than as permitted above, without our prior written consent.

 

4.10                        The capacity of the Company to enter into and deliver the Opinion Documents to which it is a party and perform its obligations thereunder and the validity and enforceability of the Opinion Documents will be subject to any law from time to time in force relating to bankruptcy, insolvency, liquidation, administration, arrangement, moratorium or re-organisation or any other laws or legal procedures affecting generally the enforcement of creditors’ rights and to equitable rules and procedures.

 

Any provision in the Opinion Documents providing for an event of default, an acceleration or another early termination of the Opinion Documents by reason of the Company being subject to proceedings for a bankruptcy, concordat préventif , gestion contrôlée or sursis de paiement may not be enforceable against the latter.

 

A security created for pre-existing debts during the so called “période suspecte” within the meaning of Article 445 of the Luxembourg Commerce Code (as generally agreed, up to six months plus a prior ten-day delay) is void as against the reported creditors of the Company ( masse des créanciers ).

 

Any payments made, during the so called période suspecte, by the Company in consideration of accrued debts as well as any other transaction made by such company in consideration of a payment may be voidable in certain circumstances as defined under Article 446 of the Luxembourg Commerce Code; and the right to enforce a security may be suspended or entrusted to the liquidator upon the occurrence of a bankruptcy, concordat préventif, gestion contrôlée or sursis de paiement .

 

Article 448 of the code of commerce and article 1167 of the civil code ( actiopauliana ) give to the creditors, the right to challenge any fraudulent payments and transactions made prior to the bankruptcy, without limitation of time.

 

4.11                        Specific creditors benefit from privileged rights by virtue of Luxembourg law and may take precedence over the rights of other secured or unsecured creditors. For instance, the Luxembourg tax authorities, the Luxembourg social security institutions and the salaried employees (if any) benefit from a general privilege over movables in relation to specific claims determined by law; this general privilege in principle takes precedence over the privilege of any secured creditors.

 

4.12                        The enforcement of the Opinion Documents (or any document related thereto) and the rights and obligations of the parties thereto will be subject to the general principles of Luxembourg law.

 

8



 

No opinion is given herein as to the availability of any specific performance remedy, other than monetary damages, for the enforcement of any obligation contained in the Opinion Documents (or any document related thereto) and this legal opinion should not be taken to imply that a Luxembourg court will necessarily grant any remedy, in particular, orders for specific performance or injunctions.

 

A contractual provision conferring or imposing a remedy, an obligation or penalty consequent upon default may not be fully enforceable if it were deemed by a Luxembourg court to be an excessive pecuniary remedy.

 

4.13                        The enforcement will be subject to the acceptance by the Luxembourg courts of internal jurisdiction, the prescription or limitation periods within which suits, actions or proceedings may be brought and the availability of defenses such as, without limitation, set-off (unless validly waived), fraud, misrepresentation, unforeseen circumstances, undue influence, duress, error and counter-claim.

 

4.14                        The obligations in respect of the Guarantee given by the Company shall be limited  at any time to an aggregate amount (without duplication) not exceeding of 95% of the greater of:

 

(i)                                      the Company’s own funds ( capitaux propres ), as referred to in Annex 1 of the Grand-Ducal Regulation of 19 December 2015 in relation to, inter alia, article 34 of the Luxembourg Law dated 19 December 2002 concerning the trade and companies register and the accounting and annual accounts of undertakings, as amended (the “ 2002 Law ”) (the “ Net Assets ”), increased by the amount of any debts owed to a company of the same group of the Guarantors,  the subordinated debt ( dettes subordonnées ) as determined in the general accounting plan (Account 191) of the Company, each as reflected in (x) the latest interim financial statements available (if any), as approved by the shareholders of the Company, at the date of demand of payment under this agreement or, if not available, (y) the Company’s last annual financial statements ( comptes annuels ) available at the date of demand of payment under the Guarantee ; and

 

(ii)                                   the Company’s own funds ( capitaux propres ), as referred to in the grand-ducal regulation in force which is mentioned in article 34 of the 2002 Law, increased by the amount of any debts owed to a company of the same group of the Company, at the date of entry into the Guarantee.

 

4.15                        Where any obligations are to be performed or observed or are based upon a matter arising in a jurisdiction outside Luxembourg, they may not be enforceable under Luxembourg law if and to the extent that such performance or observance would be unlawful, unenforceable, or contrary to public policy under the laws of such jurisdiction.

 

4.16                        The rights and obligations of the parties to the Documents may be affected by criminal investigations or prosecution, including, but not limited to, criminal freezing orders.

 

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4.17                        In this legal opinion, Luxembourg legal concepts are expressed in English terms and not in their original French terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. This legal opinion is given on the express condition, accepted by each person who is entitled to rely on it, that this legal opinion and all rights, obligations or liability in relation to it are governed by, and shall be construed in accordance with, Luxembourg.

 

 

Yours faithfully,

 

 

 

 

 

/s/ CHARLES KAUFHOLD

 

 

 

Charles KAUFHOLD

 

 

10




Exhibit 5.5

 

May 18, 2018

 

Kinross Gold Corporation

25 York Street, 17th Floor

Toronto, Ontario M5J 2V5

Canada

 

Ladies and Gentlemen:

 

We have acted as counsel in the State of Alaska (the “ State ”) to Melba Creek Mining, Inc., an Alaska corporation (the Alaska Guarantor ”), for the purpose of issuing this opinion in connection with a Registration Statement on Form S-4 (the “ Registration Statement ”) filed by Kinross Gold Corporation, a corporation existing under the laws of the province of Ontario (the “ Company ”), and certain other subsidiaries of the Company identified in the Registration Statement, including the Alaska Guarantor (the “ Guarantors ”), with the Securities and Exchange Commission (the “ Commission ”) in connection with (a) the issuance by the Company of $500,000,000 aggregate principal amount of 4.50% Senior Notes Due 2027 (the “ New Notes ”) registered pursuant to the Registration Statement under the Securities Act of 1933, as amended (the “ Securities Act ”), in exchange for $500,000,000 aggregate principal amount of the Company’s outstanding 4.50% Senior Notes Due 2027 (the “ Original Notes ,” and, together with the New Notes, the “ Notes ”) and (b) the Guarantors’ unconditional guarantee of the payment of the New Notes (the “ Guarantee ”).

 

The New Notes will be issued under an Indenture dated as of August 22, 2011 (the “ Indenture ”) among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “ Trustee ”), as supplemented by (a) the First Supplemental Indenture dated as of December 8. 2014 among the Company, Compañia Minera Maricunga, and the Trustee and (b) the Second Supplemental Indenture dated as of September 1, 2016 among the Company, KG Mining (Round Mountain) Inc., KG Mining (Bald Mountain) Inc., KG Far East (Luxembourg) Sàrl, White Ice Ventures Limited, Red Back Mining B.V., Red Back Mining (Ghana) Ltd., and the Trustee.  The Indenture provides that it, the Guarantee and the Notes are to be governed by, and construed in accordance with, the laws of the State of New York.

 

In connection with rendering our opinions hereinafter set forth, we examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

 



 

(a)           the executed Indenture;

 

(b)           the form of Guarantee;

 

(c)           the Articles of Incorporation of the Alaska Guarantor, as amended, certified by the Secretary of the Alaska Guarantor as being true, correct, complete and in full effect on the date of this opinion and on the date that the Original Notes were issued (the “ Articles ”);

 

(d)           the amended and restated bylaws of the Alaska Guarantor, certified by the Secretary of the Alaska Guarantor as being true, correct, complete and in full effect on the date of this opinion and on the date that the Original Notes were issued (together with the Articles, the “ Charter Documents ”);

 

(e)           the resolutions of the board of directors of the Alaska Guarantor covering the transactions contemplated by the Transaction Documents (defined below), certified by the Secretary of the Alaska Guarantor as being true, correct, complete and in full effect on the date of this opinion and on the date that the Original Notes were issued (the “ Resolutions ”); and

 

(f)            a certificate of the Secretary of the Alaska Guarantor of even date herewith delivered to us in connection with our issuance of this opinion, certifying as to the matters set forth in items (b) through (d) above and as to the execution and delivery of the Indenture by the Alaska Guarantor (the “ Secretary’s Certificate ”).

 

The Indenture and the Guarantee are referred to together in this opinion as the “ Transaction Documents .”

 

In such examination, we have assumed (i) the genuineness of all signatures, (ii) the legal capacity of natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (v) that the Indenture was duly authorized, executed and delivered by the parties thereto, except as we have specifically opined herein with respect to the Alaska Guarantor, (vi) that neither the Alaska Guarantor nor its assets is subject to any court or administrative order, decree, judgment, writ, injunction, contract, agreement, instrument or other document that would prohibit or limit the Alaska Guarantor from executing or delivering, or performing its obligations under, the Transaction Documents, and (vi) that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and that the New Notes will be duly authorized, executed and delivered by the Company and will be issued and exchanged in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement.

 

2



 

We have made such investigation of the laws of the State as we have deemed necessary or appropriate as a basis for the opinions set forth below.  With respect to facts relevant to our opinions herein, we have relied, without independent investigation or verification, on certifications of the Secretary of the Alaska Guarantor set forth in the Secretary’s Certificate, and have assumed that all such certifications of fact are true, accurate and complete.  With respect to our opinion in paragraph 4 below as to the execution and delivery of the Indenture by the Alaska Guarantor, we have relied exclusively on the Secretary Certificate.

 

Based upon the foregoing and subject to the limitations, qualifications, exceptions, exclusions and assumptions set forth herein, we are of the opinion that:

 

1.             The Alaska Guarantor is a corporation validly existing and in good standing under the laws of the State.

 

2.             The Alaska Guarantor has the corporate power to execute and deliver the Guarantee.

 

3.             All necessary action has been taken on the part of the Alaska Guarantor to authorize the Alaska Guarantor’s execution and delivery of the Guarantee.

 

4.             The Indenture has been executed and delivered by the Alaska Guarantor. The Guarantee, when executed and delivered (free of all conditions) by the Alaska Guarantor in accordance with the Resolutions, will be duly executed and delivered.

 

Our opinions are subject to the following further exceptions, exclusions, limitations, assumptions and qualifications:

 

(a)           We render no opinion regarding the enforceability of the Transaction Documents; and

 

(b)           The opinions expressed herein are limited in all respects to the laws of the State, and we are expressing no opinion as to the effect of the federal laws of the United States of America or the laws of any other jurisdiction, domestic or foreign.

 

This opinion letter is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein.  This opinion is provided as a legal opinion only, effective as of the date of this letter, is not a guaranty or representations of fact, and should not be construed or relied on as such.  We understand that the addressee has made such independent investigations of the facts as the addressee deemed necessary, and that the determination of the extent of that investigation that is necessary has been made independent of this opinion letter.

 

3



 

This opinion letter is given as of the date hereof.  We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws that may hereafter occur.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to our firm under the caption “Validity of Notes and Guarantees” in the Prospectus forming part of the Registration Statement.  In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

 

 

 

Very truly yours,

 

 

 

 

 

/s/ HOLLAND & HART LLP

 

4


 

 



Exhibit 5.6

 

POSTAL ADDRESS

 

P.O. Box 71170

1008 BD AMSTERDAM

 

OFFICE ADDRESS

 

Fred. Roeskestraat 100

1076 ED AMSTERDAM

the Netherlands

 

INTERNET

 

www.loyensloeff.com

 

To:

Kinross Gold Corporation

25 York Street

17 th  Floor

Toronto, Ontario
Canada M5J 2V5
(the Opinion Addressee )

 

RE

 

Dutch law legal opinion — Red Back Mining B.V.

 

 

 

REFERENCE

 

27273519

 

Amsterdam, 18 May 2018

 

Dear Sir, Madam,

 

1                                                   INTRODUCTION

 

We have acted as special counsel on certain matters of Dutch law to the Company. We render this opinion in connection with a registration statement on Forms F-10 and S-4 filed with the U.S. Securities and Exchange Commission on 18 May 2018, in relation to the registration under the U.S. Securities Act of 1933 of USD 500,000,000 aggregate principal amount of 4.50% senior notes due 2027 of Kinross Gold Corporation ( Kinross ), unconditionally guaranteed by inter alia the Company, pursuant to an exchange offer by Kinross for a like principal amount of Kinross’ outstanding notes, pursuant to the indenture originally dated 22 August 2011, as supplemented on 8 December 2014 and on 1 September 2016, between Kinross as issuer, the Company as guarantor and Wells Fargo Bank, National Association as trustee.

 

2                                                   DEFINITIONS

 

2.1                                         Capitalised terms used but not (otherwise) defined herein are used as defined in the Schedules to this opinion or comprise the documents listed under the capitalised headers of Schedule 2 (Reviewed documents).

 

2.2                                         In this opinion letter:

 

Company means Red Back Mining B.V., registered with the Trade Register under number 34107768.

 

Excerpts means the 2016 Excerpt and the 2018 Excerpt.

 

Original Indenture means the New York law indenture originally dated 22 August 2011, as supplemented by a first supplemental indenture dated 8 December 2014, between

 

The public limited company Loyens & Loeff N.V. is established in Rotterdam and is registered with the Trade Register of the Chamber of Commerce and Industry under number 24370566. Solely Loyens & Loeff N.V. shall operate as contracting agent. All its services shall be governed by its General Terms and Conditions, including, inter alia, a limitation of liability and a nomination of competent jurisdiction. These General Terms and Conditions have been printed on the reverse side of this page and may also be consulted via www.loyensloeff.com. The conditions were deposited with the Registry of the Rotterdam District Court on 1 July 2009 under number 43/2009.

 

AMSTERDAM

·         ARNHEM               ·           BRUSSELS              ·           LUXEMBOURG

·         ROTTERDAM

HONG KONG

·      LONDON       ·        NEW YORK       ·      PARIS       ·      SINGAPORE      ·     TOKYO

·        ZURICH

 

1



 

Kinross as issuer, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee.

 

Relevant Date means the date of the Board Resolution, the date of the Opinion Documents and the date of this opinion letter.

 

Resolutions means the Former Board Resolution and the Board Resolution.

 

Trade Register means the trade register of the Chamber of Commerce in the Netherlands.

 

3                                                   SCOPE OF INQUIRY

 

3.1                                         For the purpose of rendering this opinion letter, we have only examined and relied upon electronically transmitted copies of the executed Opinion Documents and electronically transmitted copies of the following documents:

 

(a)                        an excerpt of the registration of the Company in the Trade Register dated 29 August 2016 (the 2016 Excerpt );

 

(b)                        an excerpt of the registration of the Company in the Trade Register dated 4 May 2018 (the 2018 Excerpt );

 

(c)                         the deed of incorporation of the Company dated 24 November 1998 (the Deed of Incorporation );

 

(d)                        the articles of association ( statuten ) of the Company dated 24 March 2015 (the Articles );

 

(e)                         the resolution of the board of managing directors of the Company dated 31 August 2016 (the Former Board Resolution ); and

 

(f)                          the resolution of the board of managing directors of the Company dated · May 2018 (the Board Resolution ) and including a power of attorney to each member of the board of directors of the Company (the Power of Attorney ).

 

3.2                                         We have undertaken only the following searches and inquiries (the Checks ) at the date of this opinion letter:

 

(a)                        an inquiry by telephone at the Trade Register, confirming that no changes were registered after the date of the 2018 Excerpt;

 

(b)                        an inquiry by telephone at the bankruptcy clerk’s office ( faillissementsgriffie ) of the court in Amsterdam, the Netherlands, confirming that the Company is not listed in the insolvency register;

 

(c)                          an online inquiry on the relevant website (www.rechtspraak.nl) of the EU Registrations with the Central Insolvency Register ( Centraal Insolventie Register )

 



 

confirming that the Company is not listed on the EU Registrations with the Central Insolvency Register; and

 

(d)                        an online inquiry on the relevant website (http://eur-lex.europa.eu/) of the list referred to in article 2 (3) of Council regulation (EC) No 2580/2001, Annex I of Council regulation (EC) No 881/2002 and the Annex to Council Common Position 2001/931 relating to measures to combat terrorism, all as amended from time to time, confirming that the Company is not listed on such annexes.

 

3.3                                         We have not reviewed any documents incorporated by reference or referred to in the Opinion Documents (unless included as an Opinion Document) and therefore our opinions do not extend to such documents.

 

4                                                   NATURE OF OPINION

 

4.1                                         We only express an opinion on matters of Dutch law and the law of the European Union, to the extent directly applicable in the Netherlands, in force on the date of this opinion letter, excluding unpublished case law, all as interpreted by Dutch courts and the European Court of Justice. We do not express an opinion on tax law, competition law, sanction laws and financial assistance. The terms “the Netherlands” and “Dutch” in this opinion letter refer solely to the European part of the Kingdom of the Netherlands.

 

4.2                                         Our opinion is strictly limited to the matters stated herein. We do not express any opinion on matters of fact, on the commercial and other non-legal aspects of the transactions contemplated by the Opinion Documents and on any representations, warranties or other information included in the Opinion Documents and any other document examined in connection with this opinion letter, except as expressly stated in this opinion letter.

 

4.3                                         In this opinion letter Dutch legal concepts are sometimes expressed in English terms and not in their original Dutch terms. The concepts concerned may not be identical to the concepts described by the same English term as they exist under the laws of other jurisdictions. For the purpose of tax law a term may have a different meaning than for the purpose of other areas of Dutch law.

 

4.4                                         This opinion letter may only be relied upon under the express condition that any issue of interpretation or liability arising hereunder will be governed by Dutch law and be brought exclusively before the competent court in Rotterdam, the Netherlands.

 

4.5                                         This opinion letter is issued by Loyens & Loeff N.V. and may only be relied upon under the express condition that any liability of Loyens & Loeff N.V. is limited to the amount paid out under its professional liability insurance policies. Individuals or legal entities that are involved in the services provided by or on behalf of Loyens & Loeff N.V. cannot be held liable in any manner whatsoever.

 



 

5                                                   OPINIONS

 

The opinions expressed in this paragraph 5 (Opinions) should be read in conjunction with the assumptions set out in Schedule 2 (Assumptions) and the qualifications set out in Schedule 3 (Qualifications). On the basis of these assumptions and subject to these qualifications and any factual matters or information not disclosed to us in the course of our investigation, we are of the opinion that as at the date of this opinion letter:

 

5.1                                         Corporate status

 

The Company has been duly incorporated and is validly existing as a besloten vennootschap met beperkte aansprakelijkheid (private limited liability company) under Dutch law.

 

5.2                                         Corporate power

 

The Company has the corporate power to execute the Opinion Documents and to perform its obligations thereunder.

 

5.3                                         Due authorisation

 

The execution by the Company of the Opinion Documents has been duly authorised by all requisite corporate action on the part of the Company.

 

5.4                                         Due execution

 

5.4.1                               The Second Supplemental Indenture has been duly executed by the Company.

 

5.4.2                               The Guarantee, when duly signed on behalf of the Company by the entire board of managing directors, by two members of the board of managing directors of the Company acting jointly or by a person duly authorised to sign pursuant to a valid power of attorney, will have been duly executed by the Company.

 

5.5                                         No violation of Articles and law

 

The execution by the Company of the Opinion Documents and the performance by the Company of its obligations thereunder do not result in a violation of the Articles or of the provisions of any published law, rule or regulation of general application of the Netherlands which would affect the validity or enforceability of the Opinion Documents.

 

5.6                                         Choice of law

 

5.6.1                               The choice of the laws of the State of New York as the law governing the contractual rights and obligations contained in the Second Supplemental Indenture is valid and binding under Dutch law.

 

5.6.2                               The choice of the laws of the State of New York as the law governing the contractual rights and obligations contained in the Guarantee, when duly executed, is valid and binding under Dutch law.

 



 

5.7                                         Enforceability

 

5.7.1                               Dutch law does not restrict the validity and binding effect on and enforceability of the Second Supplemental Indenture against the Company.

 

5.7.2                               Dutch law does not restrict the validity and binding effect on and enforceability of the Guarantee, when duly executed, against the Company.

 

5.8                                         Consents

 

No approval, authorisation or other action by, or filing with, any Dutch governmental, regulatory or supervisory authority or body, is required in connection with the execution by the Company of the Opinion Documents and the performance by the Company of its obligations thereunder.

 

5.9                                         Qualification to do business

 

It is not necessary under Dutch law that an Opinion Addressee should be licensed, qualified or otherwise entitled to carry on business in the Netherlands by reason only of the execution of the Opinion Documents or the enforcement of its rights under the Opinion Documents.

 

5.10                                  Immunity

 

The Company is not entitled to any immunity from any legal proceedings in the Netherlands to enforce the Opinion Documents or any liability or obligation of the Company arising thereunder in respect of itself or its assets.

 

6                                                   ADDRESSEES

 

6.1                                         This opinion letter is addressed to you and may only be relied upon by you in connection with the transactions to which the Opinion Documents relate and may not be disclosed to and relied upon by any other person without our prior written consent.

 

6.2                                         Notwithstanding paragraph 6.1, to the extent reasonably required, this opinion letter may be disclosed without our prior written consent to:

 

(a)                        any person to whom disclosure is required to be made by applicable law or court order or pursuant to the rules or regulations of any supervisory or regulatory body or in connection with any judicial proceedings; and

 

(b)                        the officers, employees, auditors and professional advisers of any addressee of this opinion letter,

 

in each case, on the basis that (i) such disclosure is made solely to enable any such person to be informed that an opinion letter has been given and to be made aware of its terms but not for the purposes of reliance, (ii) we do not assume any duty or liability to any

 



 

person to whom such disclosure is made and (iii) (other than in relation to disclosure under paragraph (a)) such person agrees not to further disclose this opinion letter or its contents to any other person, other than as permitted above, without our prior written consent.

 

 

Yours faithfully,

 

 

Loyens & Loeff N.V.

 

 

 

 

 

 

 

 

/s/ LOYENS & LOEFF N.V.

 

 

 



 

Schedule 1

 

REVIEWED DOCUMENTS

 

1                                                   Opinion Documents

 

1.1                                         The New York law second supplemental indenture dated 1 September 2016 to the Original Indenture (the Second Supplemental Indenture ).

 

1.2                                         The draft version of the New York law guarantee to be executed by inter alia the Company (the Guarantee ).

 


 

Schedule 2

 

ASSUMPTIONS

 

The opinions in this opinion letter are subject to the following assumptions:

 

1                                                   Documents

 

1.1                                         All signatures are genuine, all original documents are authentic and all copies are complete and conform to the originals.

 

1.2                                         The information recorded in the 2016 Excerpt is true, accurate and complete on the date of the Former Board Resolution.

 

1.3                                         The information recorded in the 2018 Excerpt is true, accurate and complete on the Relevant Date (although not constituting conclusive evidence thereof, this assumption is supported by the Checks).

 

1.4                                         The Guarantee will be executed in the form of the draft attached as annex 1 to this opinion letter.

 

1.5                                         The Original Indenture constitutes the legal, valid and binding obligations of the parties thereto, enforceable against those parties in accordance with its terms and the Original Indenture will not affect the validity of the opinions given herein.

 

2                                                   Incorporation, existence and corporate power

 

2.1                                         The Deed of Incorporation is a valid notarial deed ( notariële authentieke akte ), the contents thereof are correct and complete and there were no defects in the incorporation process (not appearing on the face of the Deed of Incorporation) for which a court might dissolve the Company.

 

2.2                                         The Company has not been dissolved ( ontbonden ), merged ( gefuseerd ) involving the Company as disappearing entity, demerged ( gesplitst ), converted ( omgezet ), granted a suspension of payments ( surseance verleend ), subjected to emergency regulations ( noodregeling ) as provided for in the Act on financial supervision ( Wet op het financieel toezicht ), declared bankrupt ( failliet verklaard ), subjected to any other insolvency proceedings listed in Annex A to Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), listed on the list referred to in article 2 (3) of Council Regulation (EC) No 2580/2001 of 27 December 2001, listed in Annex I to Council Regulation (EC) No 881/2002 of 27 May 2002 or listed and marked with an asterisk in the Annex to Council Common Position 2001/931 of 27 December 2001 relating to measures to combat terrorism, as amended from time to time (although not constituting conclusive evidence thereof, this assumption is supported by the contents of the Excerpt and the Checks).

 

2.3                                         The Articles are the articles of association ( statuten ) of the Company in force on the Relevant Date and on the date of the Former Board Resolution (although not constituting

 



 

conclusive evidence thereof, this assumption is supported by the contents of the Excerpts).

 

3                                                   Corporate authorisations

 

3.1                                         The Resolutions (a) correctly reflect the resolutions made by the board of managing directors of the Company in respect of the transactions contemplated by the Opinion Documents, (b) have been made with due observance of the Articles and any applicable by-laws and (c) are in full force and effect.

 

3.2                                         No member of the board of managing directors of the Company has a direct or indirect personal interest which conflicts with the interest of the Company or its business in respect of the entering into the Opinion Documents (although not constituting conclusive evidence thereof, this assumption is supported by the contents of the Resolutions).

 

3.3                                         The general meeting of the Company has not subjected any resolutions of the board of managing directors of the Company to its approval pursuant to the Articles (although not constituting conclusive evidence thereof, this assumption is supported by the contents of the Resolutions).

 

3.4                                         The Company has not established, has not been requested to establish, nor is in the process of establishing any works council ( ondernemingsraad ) and there is no works council, which has jurisdiction over the transactions contemplated by the Opinion Documents (although not constituting conclusive evidence thereof, this assumption is supported by the contents of the Resolutions).

 

4                                                   Execution

 

4.1                                         The Power of Attorney has not been terminated, revoked or declared null and void.

 

4.2                                         The authority of the attorney ( gevolmachtigde ) to enter into the Opinion Documents on behalf of the Company will not be affected by any rule of law (other than Dutch law) which under The Hague Convention on Agency 1978 applies or may be applied.

 

5                                                   Other parties

 

5.1                                         Each party to the Opinion Documents, other than the Company, is or will be validly existing under the laws by which it is purported to be governed.

 

5.2                                         Each party to the Opinion Documents, other than the Company, has all requisite power or capacity (corporate and otherwise) to execute and to perform its obligations under the Opinion Documents and the Opinion Documents have been or will be duly authorised, executed and delivered by or on behalf of the parties thereto other than the Company.

 

6                                                   Validity

 

Under any applicable laws (other than Dutch law):

 



 

(a)                        the Opinion Documents constitute the legal, valid and binding obligations of the parties thereto, and are enforceable against those parties in accordance with their terms;

 

(b)                        the choice of law and submission to jurisdiction made in the Opinion Documents is valid and binding; and

 

(c)                         each Holder (as defined in the Guarantee) has duly accepted the Guarantee.

 

7                                                   Immunity

 

None of the Company’s assets are intended for public use ( de openbare dienst ).

 

8                                                   Regulatory

 

The Notes will not be offered or sold, directly or indirectly, in the Netherlands to persons other than to qualified investors ( gekwalificeerde beleggers ) within the meaning of Section 1:1 of the Act on financial supervision ( Wet op het financieel toezicht ).

 



 

Schedule 3

 

QUALIFICATIONS

 

The opinions in this opinion letter are subject to the following qualifications:

 

1                                                   Insolvency

 

The opinions expressed herein may be affected or limited by the provisions of any applicable bankruptcy ( faillissement ), suspension of payments ( surseance van betaling ), emergency regulations ( noodregeling ), other insolvency proceedings and fraudulent conveyance ( actio Pauliana ), and other laws of general application now or hereafter in effect, relating to or affecting the enforcement or protection of creditors’ rights.

 

2                                                   Enforceability

 

2.1                                         The applicable law of an agreement governs the legality, validity and enforceability of an agreement. Subject to the legality, validity and enforceability under the applicable law, as a result of the due execution of an agreement by a Dutch person, the obligations contained in such agreement become binding upon and enforceable against such Dutch person.

 

2.2                                         A Dutch legal entity may invoke the nullity of a transaction if the transaction does not fall within the objects of such legal entity and the other parties to the transaction knew, or without independent investigation, should have known, that such objects were exceeded. In determining whether a transaction falls within the objects of a legal entity all relevant circumstances should be taken into account, including the wording of the objects clause of the articles of association and the level of (direct or indirect) benefit derived by the legal entity.

 

3                                                   Powers of attorney

 

3.1                                         Under Dutch law, each power of attorney or mandate included in the Opinion Documents, whether or not irrevocable, will terminate by force of law without notice, upon bankruptcy ( faillissement ), and will cease to be effective in case of a suspension of payments ( surseance van betaling ) of the Company or in the event of the Company being subjected to emergency regulations ( noodregeling ). To the extent that the appointment of a process agent would be deemed to constitute a power of attorney or a mandate, this qualification would apply.

 

3.2                                         Under Dutch law, a power of attorney can be made irrevocable, provided that the scope of the power of attorney concerns legal acts which are in the interest of the attorney or a third party. A power of attorney does not affect the authority of the principal to perform actions within the scope of such power of attorney itself.

 

3.3                                         Under Dutch law, a person is entitled to elect a domicile which is different from its physical or real domicile, if certain conditions are met. However, we are not aware of any case law

 



 

confirming that, for the purpose of service of process, a domicile located outside the Netherlands may be elected. In the event of initiating legal proceedings against a person domiciled in the Netherlands, we recommend that service of process is also effected upon it at its domicile in the Netherlands.

 

4                                                   Dutch court proceedings

 

4.1                                         Pursuant to the EC Regulation of 17 June 2008 on the law applicable to contractual obligations ( Rome I ) and subject to the limitations of Rome I, a Dutch court may apply provisions of law other than the law chosen by the parties.

 

4.2                                         Notwithstanding any provision to the contrary, a Dutch competent court may assume jurisdiction in summary proceedings ( kort geding ) if provisional measures are required in view of the interest of the parties. A Dutch court has the power or obligation to stay proceedings or decline jurisdiction if prior concurrent proceedings have been brought elsewhere.

 

4.3                                         Under Dutch law specific performance may not always be available.

 

4.4                                         Any provision in an agreement permitting concurrent proceedings to be brought in different jurisdictions may not be enforceable.

 

4.5                                         It is uncertain under Dutch law whether upon the enforcement of a money judgment expressed in a non-Dutch currency against assets situated in the Netherlands by way of an enforcement sale ( executoriale verkoop ), proceeds can be obtained in such non-Dutch currency.

 

4.6                                         If an action is instituted in the Netherlands for payment of a sum of money expressed in a non-Dutch currency, the claimant has the option to request a Dutch court to render judgment either in the lawful currency of the Netherlands or such non-Dutch currency. An enforceable judgment in a non-Dutch currency may be enforced in the Netherlands either in such non-Dutch currency or, if enforcement purposes would so require, in the lawful currency of the Netherlands. In either case, the applicable rate of exchange is the rate of exchange at which the claimant can purchase the sum payable in the non-Dutch currency without delay.

 

5                                                   Regulatory

 

5.1                                         A person residing in the Netherlands may be designated by the Dutch Central Bank pursuant to the Act on financial foreign relations 1994 ( Wet financiële betrekkingen buitenland 1994 ), and if so designated, it has to file reports with the Dutch Central Bank for the benefit of the composition of the balance of payments for the Netherlands by the Dutch Central Bank. Failure to observe these requirements does however not affect the enforceability of the obligations of such person.

 



 

5.2                                         Any dealer, arranger, selling agent or other person providing investment services in the Netherlands within the meaning of Section 2:96 of the Act on financial supervision ( Wet op het financieel toezicht ) must either be licensed or exempt under the Act on financial supervision.

 


 

ANNEX 1

 

[FORM OF GUARANTEE]

 

For value received,

 

Fairbanks Gold Mining, Inc., a corporation organized under the laws of the State of Delaware, KG Far East (Luxembourg) Sàrl, a société à responsabilité limitée organized under the laws of Luxembourg, KG Mining (Bald Mountain) Inc., a corporation organized under the laws of the State of Delaware, KG Mining (Round Mountain) Inc., a corporation organized under the laws of the State of Delaware, Kinross Brasil Mineraҫão S.A., a corporation organized under the laws of the Federative Republic of Brazil, Melba Creek Mining, Inc., a corporation organized under the laws of the State of Alaska, Red Back Mining B.V., a private limited liability company ( besloten vennootschap ) incorporated under Dutch law, with its official seat in Amsterdam, the Netherlands, and registered with the Dutch trade register ( Kamer van Koophandel ) under number 34107768, Red Back Mining (Ghana) Limited, a business company organized under the laws of the British Virgin Islands, Round Mountain Gold Corporation, a corporation organized under the laws of the State of Delaware, and White Ice Ventures Limited, a business company incorporated in the British Virgin Islands and having its seat of central administration in Luxembourg, Grand Duchy of Luxembourg (herein called the “Guarantors”, which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), each hereby, jointly and severally, unconditionally and irrevocably guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of each such Holder the due and punctual payment of the principal of, premium, if any, and interest on such Security, the due and punctual payment of any Additional Amounts that may be payable with respect to such Security, and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein.  In case of the failure of Kinross Gold Corporation, a corporation organized under the laws of the Province of Ontario (herein called the “Company”, which term includes any successor Person under such Indenture), punctually to make any such payment of principal, premium, if any, or interest, or any Additional Amounts that may be payable with respect to such Security or any such sinking fund or analogous payment, the Guarantors hereby agree to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company.

 

The Guarantors hereby agree that their obligations hereunder shall be as if they were principal debtors and not merely sureties, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof.  The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any Additional Amounts that may be payable with respect to such Security or any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that its obligations under this Guarantee will not be discharged except by payment in full of the principal of, premium, if any, and interest and any Additional Amounts that may be payable with respect to such Security.

 



 

The Guarantors shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company in respect of any amounts paid to such Holder by the Guarantors pursuant to the provisions of this Guarantee; provided, however, that the Guarantors shall not be entitled to enforce or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series issued under such Indenture and any Additional Amounts that may be payable with respect to such Securities shall have been paid in full.

 

No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantees of the Guarantors, which are absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, and interest on, and any Additional Amounts that may be payable with respect to, and any sinking fund or analogous payments with respect to, the Security upon which this Guarantee is endorsed.

 

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security to which it relates shall have been manually executed by or on behalf of the Trustee under such Indenture.

 

The Guarantor will be released and relieved of its obligations under this Guarantee, and the Guarantee will be terminated, upon the request of the Company or the Guarantor (without the consent of the Trustee) if (i) the Guarantor shall cease to be a Credit Agreement Guarantor or will be released and relieved of its obligations under the Credit Agreement concurrently with the release of the Guarantee of the Securities and (ii) upon satisfaction and discharge of the Indenture or defeasance or covenant defeasance in accordance with the terms of the Indenture.

 

The Guarantor, and by its acceptance of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of each such Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to its Guarantee or (ii) an unlawful distribution under any applicable state law prohibiting shareholder distributions by an insolvent subsidiary to the extent applicable to its Guarantee.

 

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

 

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

 

Executed and dated as of                     , 2018.

 

[ Remainder of page intentionally left blank ]

 



 

 

Kinross Gold Corporation

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

 

 

Title:

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

 

 

Title:

 

 

 

 

 

 

 

 

 

 

Fairbanks Gold Mining, Inc.

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

 

 

Title:

 

 

 

 

 

 

 

 

 

 

KG Far East (Luxembourg) Sàrl

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

 

 

Title:

 

 

 

 

 

 

 

 

 

 

KG Mining (Bald Mountain) Inc.

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

 

 

Title:

 

 

 

 

 

 

KG Mining (Round Mountain) Inc.

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

 

 

Title:

 

 

 

 

 

 

[ Signature Page to Guarantee ]

 



 

 

Kinross Brasil Mineraҫão S.A.

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

 

 

Title:

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

 

 

Title:

 

 

 

 

 

 

 

 

 

 

Melba Creek Mining, Inc.

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

 

 

Title:

 

 

 

 

 

 

 

 

 

 

Red Back Mining B.V.

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

 

 

Title:

 

 

 

 

 

 

 

 

 

 

Red Back Mining (Ghana) Limited

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

 

 

Title:

 

 

 

 

 

 

 

 

 

 

Round Mountain Gold Corporation

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

 

 

Title:

 

 

[Signature Page to Guarantee]

 



 

 

White Ice Ventures Limited

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

 

 

Title:

 

 

[Signature Page to Guarantee]

 




Exhibit 5.7

 

 

 

São Paulo, May 18, 2018

 

TO:

 

Kinross Gold Corporation

25 York Street, 17 th  Floor

Toronto, Ontario, Canada

M5J2V5

 

REF:

 

Kinross Brasil Mineração S.A.

 

Ladies and Gentlemen:

 

1.                                      We have been requested to give our legal opinion, acting as Brazilian counsel to Kinross Brasil Mineração S.A. (“ KBM ”), in connection with a registration statement on Forms F-10 and S-4 filed with the United States Securities and Exchange Commission (the “ SEC ”) on May 18, 2018 (the “ Registration Statement ”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933 of the offer to exchange all outstanding 4.50% Senior Notes due 2027 issued on July 6, 2017 for up to US$500,000,000 Aggregate Principal Amount of Registered 4.50% Senior Notes due 2027 (the “ New Notes ”) of Kinross Gold Corporation (“ Kinross ”), unconditionally guaranteed by certain subsidiaries of Kinross, including KBM (together, the “ Guarantors ”), pursuant to that certain Indenture dated as of August 22, 2011 among Kinross, Wells Fargo Bank, National Association, as Trustee, and several Guarantors, including KBM as supplemented by the First Supplemental Indenture, dated as of December 8, 2014 and the Second Supplemental Indenture, dated as of September 1 st , 2016 (as amended, supplemented or otherwise modified from

 



 

time to time, the “ Indenture ”) (“ Exchange Offer ”).

 

2.                                      In this capacity, we have examined:

 

(i)                                     the Indenture, dated as of August 22, 2011, entered into by and among Kinross, Wells Fargo Bank, National Association, as Trustee, and several Guarantors, including KBM (the “ Original Indenture ”);

 

(ii)                                  the First Supplemental Indenture, dated as of December 8, 2014, entered into by and among Kinross, Wells Fargo Bank, National Association, as Trustee, and Compañia Minera Maricunga, as Guarantor (the “ First Supplemental Indenture ”);

 

(iii)                               the Second Supplemental Indenture, dated as of September 1 st , 2016, entered into by and among Kinross, Wells Fargo Bank, National Association, as Trustee, and several Guarantors (the “ Second Supplemental Indenture ”);

 

(iv)                              the Registration Statement;

 

(v)                                 a form of guarantee (the “ Guarantee ”);

 

(vi)                              the minutes of the General Shareholders’ Meeting of KBM held on June 20, 2016 and the bylaws of KBM;

 

(vii)                           the minutes of the General Shareholders’ Meeting of KBM held on June 28, 2017;

 

(viii)                        the minutes of the General Shareholders’ Meeting of KBM held on January 23, 2018; and

 

(ix)                              other documents and information we deemed necessary in connection with the Exchange Offer.

 

3.                                      In such examination, we have assumed (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals and

 

2



 

the conformity with the originals of all documents submitted to us as copies; (iii) that where a document has been examined by us in a draft or unexecuted form, it will be or has been executed an/or filed in the form of that draft or unexecuted form, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; (iv) that all documents have been validly authorized, executed and delivered by all of the parties thereto, other than KBM; (v) that there is no agreement or arrangement of any of the parties to the documents set out in paragraph 2 above which may modify, affect or supersede any of the terms thereof; (vi) that the performance thereof is within the capacity and powers of Kinross and other parties mentioned in paragraph 2 above, other than KBM; (vii) the validity of the documents set out in paragraph 2 above under any law other than the laws of the Federative Republic of Brazil (“ Brazil ”); (viii) that there is no provision of the law of any jurisdiction other than the Brazil which has any implication in relation to the opinion expressed herein; and (ix) the validity and enforceability of the documents set out in paragraph 2 above under the laws of the State of New York or any other law other than the laws of Brazil and, insofar as any obligation incurred under any of the documents set out in paragraph 2 above is to be performed in or is otherwise subject to any jurisdiction outside Brazil, such performance will not be unlawful under the laws of that jurisdiction. We have relied, as to factual matters, on the documents we have examined.

 

4.                                      We are qualified to practice in Brazil, and the opinions stated herein relate only to the laws of Brazil as in force at the date hereof. We express no opinion as to any laws other than the laws of Brazil and we have assumed that there is nothing in any other law that affects our opinion. In particular, we have made no independent investigation of the laws of the United States of America or any laws other than the laws of Brazil as a basis for the opinions stated herein and do not express or imply any opinion on such laws.

 

5.                                      Based upon the foregoing, and having regard for such legal considerations as we deem relevant and, subject to the qualifications set out below, we are of the opinion that:

 

(a)                                 KBM is a corporation ( sociedade anônima ), duly organized, validly

 

3



 

existing and in good standing under the laws of Brazil;

 

(b)                                 KBM has full corporate power and authority to execute and deliver the Indenture and the Guarantee, to undertake and to perform the obligations expressed to be assumed by it therein;

 

(c)                                  the execution and delivery of the Indenture and the Guarantee and the performance by KBM of its obligations under the said documents do not contravene the organizational documents of KBM nor any law, decree, rule or regulation to which KBM is subject to in Brazil;

 

(d)                                 the Indenture has been duly authorized, executed and delivered by KBM and, assuming due authorization, execution and delivery by the other parties thereto and the legality and validity of the Indenture under New York State law, constitutes valid and legally binding obligations of KBM, enforceable against KBM in accordance with its terms;

 

(e)                                  the issuance of the Guarantee has been duly authorized and when duly executed and delivered by or on behalf of KBM, assuming (i) due authorization, execution and delivery by the other parties thereto and the legality and validity of the Indenture under New York State law and (ii) that the representative of KBM that will execute the Guarantee will have been duly appointed and vested with full powers to represent KBM in this context, will constitute valid and legally binding obligations of KBM, enforceable against KBM in accordance with its terms; and

 

(f)                                   no authorization, approval or other action is required under the Brazilian law or the organizational documents of KBM to (i) enable KBM to carry out its obligations under the Indenture and the Guarantee, and (ii) ensure that the obligations of KBM under the Indenture and the Guarantee are valid, legally binding and enforceable.

 

6.                                      The foregoing opinions are subject to the following additional comments and qualifications:

 

4



 

(a)                                 notwithstanding the Indenture and the Guarantee being expressed to be governed by the laws of the State of New York, such laws will only be recognized and enforced in Brazil if they are not against Brazilian national sovereignty, public policy or dignity of the human person;

 

(b)                                 any judgment obtained in a U.S. federal or New York state court of competent jurisdiction sitting in New York city arising out of or in relation to the obligations of KBM under the Indenture, the Guarantee or the transactions contemplated thereby, including any judgment for a fixed or readily calculable sum of money, will be enforceable against KBM and/or each of the other parties to the Indenture and the Guarantee and will be recognized in Brazil without reconsideration of the merits, upon confirmation of that judgment by the Brazilian Superior Court of Justice ( Superior Tribunal de Justiça ); such confirmation shall be provided if the judgment: (i) fulfills all formalities required for its enforceability under the laws of the non-Brazilian courts; (ii) is rendered by a competent court after proper service of process on the parties, which service must comply with Brazilian Law if made in Brazil, or after sufficient evidence of the parties’ absence has been given, as required by applicable law; (iii) is not subject to appeal; (iv) is apostilled by a competent authority of the United States of America, which is a signatory of the Hague Convention of 5 October 1961 (“ Apostille Convention ”); (v) is translated into Portuguese by a certified translator; and (vi) does not violate Brazilian national sovereignty, public policy, or dignity of the human person (as provided for in Article 17 of Decree Law No. 4,657/42);

 

(c)                                  the principles of Brazilian law that govern the invalidity of the acts and obligations are considered principles of public order and cannot be altered or waived by the parties thereto; under Brazilian law, a guaranty is considered an ancillary obligation to the underlying obligation and the Brazilian Civil Code (Law No. 10.406, of January 10, 2002, as amended) establishes, in Article 184, that the invalidity of the principal obligation causes the invalidity of the ancillary obligation; therefore, a judgment obtained in a court outside Brazil against a guarantor aiming at the enforcement of a guaranty in respect of obligations

 

5



 

declared void in a court of law applying the laws of the State of New York may not be confirmed by the Brazilian Superior Court of Justice ( Superior Tribunal de Justiça );

 

(d)                                 our opinions as to enforceability set forth in this opinion letter may be limited by (i) unavailability of specific performance and summary judgment ( processo executivo ); and (ii) bankruptcy, insolvency, fraudulent transfer, judicial and extrajudicial reorganization proceedings, moratorium, liquidation and other laws of general application relating to or affecting the rights of creditors. Under Brazilian law, the priority of claims against a bankrupt company in Brazil shall be determined by law and may not be freely modified by creditors or the debtor. Under Brazilian applicable bankruptcy laws, claims in bankruptcy shall be classified in the following order of priority: (A) claims related to employment, limited to 150 minimum wage per employee (claims for damages caused by accidents at work will be paid with the same priority without any cap limitation); (B) secured claims, up to the value of the secured asset; (C) tax and social security claims, except for tax penalties; (D) claims enjoying special privilege; (E) claims enjoying general privilege; (F) ordinary claims, including also labor claims exceeding the amount indicated in item (A) above; (G) contractual penalties and monetary penalties for breach of criminal or administrative laws, including also tax penalties; and (H) subordinated claims. Claims for expenses incurred by the bankrupt estate, obligations resulting from acts validly performed either during judicial corporate restructuring or after bankruptcy, as well as tax claims due to triggering events occurred after bankruptcy, as well as post-petition credits or loans, goods or services granted to the debtor after the filing for judicial reorganization, shall have priority in payment over the aforesaid claims. The constitutionality of both the limitation to 150 minimum wage per employee under claims for employment (item (A) above) and the priority of obligations resulting from acts validly performed either during judicial corporate restructuring or after bankruptcy are currently under dispute before the Brazilian Federal Supreme Court, and no decision has been granted in connection with such lawsuit;

 

(e)                                  in the event that any suit is brought against KBM in Brazil, any plaintiff

 

6



 

not resident in Brazil will be required to place a bond as security for court costs and for third party attorney’s fees if it does not possess any real property in Brazil, in accordance with Article 83 of the Brazilian Civil Procedure Code (Law No. 13.105, of March 16, 2015, as amended), except in case of collection claims based on an instrument (which do not include the notes issued hereunder) that may be enforced in Brazilian courts without the review of its merit ( título executivo extrajudicial ) or counterclaims as established under Article 83, §1°, II, of the Brazilian Civil Procedure Code;

 

(f)                                   any documents in foreign language (including, without limitation, documents relating to any foreign judgment) to be admitted in Brazilian courts or any other Brazilian public authority will have to be translated into the Portuguese language by a certified translator;

 

(g)                                  subject to paragraph 6(h) below with respect to any power of attorney or document appointing an agent for service of process in Brazil, to ensure the legality, validity, enforceability or admissibility in evidence of the Indenture and the Guarantee before Brazilian courts, either (i) (A) they and any related documents thereto in any foreign language must be translated into the Portuguese language by a certified translator, and (B) they and their related documents (together with the respective certified translation) must be registered with the registry of titles and deeds having jurisdiction over the place where the head office of KBM is located, which registration can be made at any time before judicial enforcement in Brazil; or (ii) (A) the signature, capacity and, where appropriate, the identity of the seal or stamp of such notary public must be apostilled by a competent authority of the State from which the document emanates according to the Apostille Convention, except for documents emanated from a State that is not a signatory of the Apostille Convention, which require notarization and the subsequent legalization (authentication) of the signature of such notary, and (B) they and any related documents thereto in any foreign language must be translated into the Portuguese language by a certified translator;

 

7



 

(h)                                 to ensure the legality, validity, enforceability or admissibility in evidence before Brazilian courts of any power of attorney or document appointing an agent for service of process in Brazil, if any, (i) the signature of the parties thereto signing in Brazil must be notarized by a notary public in Brazil, and (ii) the signatures of the parties thereto signing outside Brazil must be notarized by a notary public licensed to act as such under the laws of the place of signing and the signature, capacity and, where appropriate, the identity of the seal or stamp of such notary public must be apostilled by a competent authority of the State from which the document emanates according to the Apostille Convention, except for documents emanated from a State that is not a signatory to the Apostille Convention, which require notarization and the subsequent legalization (authentication) of the signature of such notary. Any document in foreign language must be translated into the Portuguese language by a certified translator and registered (together with the respective certified translation) with the appropriate registry of titles and deeds, which registration can be made at any time before judicial enforcement in Brazil;

 

(i)                                     in the event that any suit is brought against KBM, service of process upon KBM, if made in Brazil, must be effected in accordance with Brazilian law;

 

(j)                                    under Brazilian law, injunction relief is in the discretion of courts, and may not necessarily be granted;

 

(k)                                 any judgment obtained against KBM in the courts of Brazil in respect of any sum payable by such party under the Indenture and/or the Guarantee will be expressed in the Brazilian currency equivalent to the foreign currency amount awarded. Accordingly, in case of bankruptcy, all credits denominated in foreign currency shall be converted into Brazilian currency at the prevailing rate on the date of declaration of bankruptcy by the judge. In any case, further authorization by the Central Bank may be required for the conversion of such Brazilian currency-denominated amount into foreign currency and for its remittance abroad;

 

8



 

(l)                                     this opinion is limited to the matters expressly stated herein and does not extend to, and is not to be read as extended by implication to, any other matters in connection with the Indenture and/or the Guarantee or the transactions or documents referred to therein; and

 

(m)                             in rendering the opinion set forth herein, we note that any conclusion on any particular issue is not a guaranty or prediction of what a court would hold but, rather, sets forth our conclusions as to what would or should be the proper result for a court to reach in a properly presented and decided case in which the facts and assumptions relied on herein are established.

 

7.                                      This opinion is issued solely for the benefit of Kinross Gold Corporation in connection with the filing of the Registration Statement with the SEC and may not be relied upon by any person other than Kinross Gold Corporation and the law firm of Sullivan & Cromwell LLP for purposes of the opinion to be delivered by such firm in connection with the Registration Statement.

 

8.                                      This letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you or any other person who is permitted to rely on the opinions expressed herein as specified above of any development or circumstance of any kind including any change of law or fact that may occur after the date of this letter even though such development, circumstance or change may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this letter.

 

9.                                      This letter will be governed by and construed in accordance with the laws of Brazil in effect on the date hereof.

 

10.                               We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of Notes and Guarantees” in the prospectus that forms part of the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act of 1993 or the rules and regulations of the SEC promulgated thereunder.

 

9



 

 

 

Very truly yours,

 

 

 

 

 

 

 

 

PINHEIRO NETO ADVOGADOS

 

 

 

 

 

 

 

By

/s/ PINHEIRO NETO ADVOGADOS

 

10




Exhibit 5.8

 

18 May 2018

 

Matter No.:956225

 

+1 284 852 1119

anton.goldstein@conyersdill.com

 

Kinross Gold Corporation

25 York Street

17 th  Floor

Toronto, Ontario

Canada M5J 2V5

 

Dear Sir / Madam,

 

Re:                              Red Back Mining (Ghana) Limited (“RBMGL”)

White Ice Ventures Limited (“WIVL”)

(together, the “Companies”, and each, a “Company”)

 

We have acted as special British Virgin Islands legal counsel to Red Back Mining (Ghana) Limited incorporated in the British Virgin Islands with company number 320508, and White Ice Ventures Limited is incorporated in the British Virgin Islands with company number 521800, in connection with a registration statement on Forms F-10 and S-4 filed with the U.S. Securities and Exchange Commission (the “ Commission ”) on 18 May 2018 (the “ Registration Statement ”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933 of US$500,000,000 aggregate principal amount of 4.50 % senior notes due 2027 (the “ New Notes ”) of Kinross Gold Corporation (“ Kinross ”), unconditionally guaranteed by certain subsidiaries of Kinross, pursuant to an exchange offer by Kinross for a like principal amount of Kinross’ outstanding notes, pursuant to that certain Indenture dated 22 August 2011, as amended or supplemented from time to time, among Kinross, the Guarantors, and Wells Fargo Bank, National Association, as trustee (as such capitalized terms are defined therein) (the “ Indenture ”).

 



 

For the purposes of giving this opinion, we have examined the following documents:

 

(i)                                      a pdf copy of the executed Registration Statement;

 

(ii)                                   a pdf copy of the executed Indenture; and

 

(iii)                                a draft form of guarantee to be given by each Company (the “ Guarantee ”).

 

The documents listed in items (i) through (iii) above are herein sometimes collectively referred to as the “ Documents ” (which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

 

We have also reviewed the certificate of incorporation, the memorandum of association and the articles of association of RBMGL, as obtained from the Registrar of Corporate Affairs on 16 May 2018, the certificate of incorporation, the memorandum of association and the articles of association of WIVL, as obtained from the Registrar of Corporate Affairs on 16 May 2018, resolutions in writing signed by all the directors of the RBMGL and dated 19 August 2016, 28 June 2017 and 11 May 2018, resolutions in writing signed by the sole shareholder of the RBMGL and dated 1 September 2016, 28 June 2017 and 17 May 2018, resolutions in writing signed by all the directors of the WIVL and dated 1 September 2016, 28 June 2017 and 17 May 2018, resolutions in writing signed by the sole shareholder of the WIVL and dated 28 June 2017 and 11 May 2018, (collectively, the “ Resolutions ”), a certificate of good standing in respect of RBMGL issued by the Registrar of Corporate Affairs and dated 16 May 2018, a certificate of good standing in respect of WIVL issued by the Registrar of Corporate Affairs and dated 16 May 2018; a certificate issued by TMF (B.V.I.) Ltd. in its capacity as registered agent of RBMGL and dated 16 May 2018, and a certificate issued by Harneys Corporate Services Limited in its capacity as registered agent of WIVL and dated 16 May 2018 (together, the “ Registered Agents’ Certificates ”, and each a “ Registered Agent’s Certificate ”) and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; (b) that where a

 

2



 

document has been examined by us in draft form, it will be or has been executed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; (c) the capacity, power and authority of each of the parties to the Documents, other than the Companies, to enter into and perform its respective obligations under the Documents; (d) the due execution and delivery of the Documents by each of the parties thereto, other than the Companies, and the physical delivery thereof by the Companies with an intention to be bound thereby; (e) the accuracy and completeness of all factual representations made in the Documents and other documents reviewed by us; (f) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended; (g) that each Company and its subsidiaries (if any) do not own an interest in any land in the British Virgin Islands; (h) that there is no provision of the law of any jurisdiction, other than the British Virgin Islands, which would have any implication in relation to the opinions expressed herein; (i) the validity and binding effect under the laws of the State of New York (the “ Foreign Laws ”) of the Documents which are expressed to be governed by such Foreign Laws in accordance with their respective terms; (j) the validity and binding effect under the Foreign Laws of the submission by each Company pursuant to the Documents to the jurisdiction of the courts of the State of New York (the “ Foreign Courts ”); (k) that on the date of entering into the Documents each Company is, and after entering into the Documents each Company is and will be able to, pay its liabilities as they become due; (l) none of the parties to the Documents are carrying on unauthorised financial services business for the purposes of the Financial Services Commission Act of the British Virgin Islands; and (m) that the contents of the Registered Agents’ Certificates (and documents provided therewith) are true and correct as of the date hereof and as of the date hereof.

 

The obligations of each Company under the Documents (a) will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, merger, consolidation, moratorium or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors as well as applicable international sanctions; (b) will be subject to statutory limitation of the time within which proceedings may be brought; (c) will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available; (d) may not be given effect to by a British Virgin Islands court, whether or not it was applying the Foreign Laws, if and to the extent they constitute the payment of an amount which is in the nature of a penalty; and (e)  may not be given effect by a British Virgin Islands court to the extent that they are to be performed in a

 

3



 

jurisdiction outside the British Virgin Islands and such performance would be illegal under the laws of that jurisdiction.  Notwithstanding any contractual submission to the jurisdiction of specific courts, a British Virgin Islands court has inherent discretion to stay or allow proceedings in the British Virgin Islands courts.

 

We express no opinion as to the enforceability of any provision of the Documents which provides for the payment of a specified rate of interest on the amount of a judgment after the date of judgment or which purports to fetter the statutory powers of each Company.

 

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the British Virgin Islands.  This opinion is to be governed by and construed in accordance with the laws of the British Virgin Islands and is limited to and is given on the basis of the current law and practice in the British Virgin Islands.  This opinion is issued solely for your benefit and use in connection with the matter described herein and is not to be relied upon by any other person, firm or entity or in respect of any other matter.

 

On the basis of and subject to the foregoing, we are of the opinion that:

 

1.                                       Each Company is duly incorporated and existing under the laws of the British Virgin Islands and is in good standing (meaning solely that it has not failed to make any filing with any British Virgin Islands governmental authority or to pay any British Virgin Islands government fee or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of the British Virgin Islands).

 

2.                                       Each Company has the necessary corporate power and authority to enter into and perform its obligations under the Documents.

 

3.                                       The execution and delivery of the Documents by each Company and the performance by each Company of its obligations thereunder will not violate the memorandum of association or articles of association of each Company nor any applicable law, regulation, order or decree in the British Virgin Islands.

 

4.                                       No order, consent, approval, licence, authorisation or validation of or exemption by any government or public body or authority of the British Virgin Islands or any sub-division thereof is required to authorise or is required in connection with the

 

4



 

execution, delivery, performance and enforcement of the Documents, except such as have been duly obtained in accordance with British Virgin Islands law.

 

5.                                       Each Company has taken all corporate action required to authorise its execution, delivery and performance of the Documents.

 

6.                                       The Registration Statement and Indenture have been duly authorised, executed and delivered by or on behalf of each Company, and constitute the valid and binding obligations of each Company in accordance with the terms thereof. The Guarantee has been duly authorised by each Company and when duly executed and delivered by or on behalf of each Company, will constitute the valid and binding obligations of each Company in accordance with the terms thereof.

 

7.                                       Based solely on a search of the public records in respect of the Companies maintained at the offices of the Registrar of Corporate Affairs at 10.28 a.m. on 16 May 2018 (which would not reveal details of matters which have not been lodged for registration or have been lodged for registration but not actually registered at the time of our search) and a search of the Index of Civil Suits maintained at the High Court Registry, Road Town, Tortola, British Virgin Islands conducted at 2.23 p.m. on 16 May 2018 (which would not reveal details of proceedings which have been filed but not actually entered in the Index of Civil Suits at the time of our search), there are no judgments against the Companies, nor any legal proceedings pending in the British Virgin Islands to which the Companies are subject.  Further, based solely on the search of the public records in respect of the Companies maintained at the offices of the Registrar of Corporate Affairs mentioned above, no details have been registered of any steps taken in the British Virgin Islands for the appointment of a receiver, administrator or liquidator to, or for the winding-up, dissolution, reconstruction or reorganisation of the Companies (however, it should be noted that (i) failure to file notice of appointment of a receiver does not invalidate the receivership but only gives rise to penalties on the part of the receiver and (ii) in the case of the appointment of a liquidator, notice of the appointment of a liquidator may be filed up to 14 days after the actual appointment).

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not admit that we are in the category of persons whose consent

 

5



 

is required under section 7 of the U.S. Securities Act of 1933 or the rules and regulations of the Commission promulgated thereunder.

 

 

Yours faithfully,

 

 

 

 

 

/s/ CONYERS DILL & PEARMAN

 

 

 

Conyers Dill & Pearman

 

 

6




Exhibit 5.9

 

Richards, Layton & Finger, P.A. Letterhead

 

May 18, 2018

 

Kinross Gold Corporation

25 York Street, 17 th  Floor

Toronto, Ontario

Canada M5J 2V5

 

Ladies and Gentlemen:

 

We are acting as special Delaware counsel to Fairbanks Gold Mining, Inc., a Delaware corporation (“FGM”), Round Mountain Gold Corporation, a Delaware corporation (“RMGC”), KG Mining (Bald Mountain) Inc., a Delaware corporation (“KGMBM”), and KG Mining (Round Mountain) Inc., a Delaware corporation (“KGMRM,” and together with FGM, RMGC, and KGMBM, the “Companies”), in connection with the Guarantee (as defined below).  In this connection you have requested our opinions as to certain matters of Delaware law.

 

For the purpose of rendering our opinions as expressed herein, we have been furnished and have reviewed the following documents:

 

(i)                                      the Certificate of Incorporation of FGM, as filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on August 6, 1991, as amended by the Certificate of Merger of FGM, as filed with the Secretary of State on January 6, 1992, as amended by the Certificate of Amendment of FGM, as filed with the Secretary of State on February 28, 1992, as amended by the Certificates of Merger of FGM, as filed with the Secretary of State on April 30, 1992 and December 21, 2000, respectively, as amended by the Certificate of Change of Registered Agent and/or Registered Office of FGM, as filed with the Secretary of State on June 27, 2011, as amended by the Certificate of Change of Registered Agent and/or Registered Office of FGM, as filed with the Secretary of State on March 23, 2018 (collectively, the “FGM Certificate of Incorporation”);

 

(ii)                                   the Certificate of Incorporation of RMGC, as filed with the Secretary of State on June 10, 1985, as amended by the Certificate of Amendment of RMGC, as filed with the Secretary of State on September 30, 1985, as amended by the Certificate of Amendment of RMGC, as filed with the Secretary of State on September 21, 1993, as amended by the Certificate of Change of Registered Agent and/or Registered Office of RMGC, as filed with the Secretary of State on June 27, 2011, as amended by the Certificate of Change of Registered

 



 

Agent and/or Registered Office of RMGC, as filed with the Secretary of State on March 23, 2018 (collectively, the “RMGC Certificate of Incorporation”);

 

(iii)                                the Certificate of Incorporation of KGMBM, as filed with the Secretary of State of the State on November 6, 2015, as amended by the Certificate of Change of Registered Agent and/or Registered Office of KGMBM, as filed with the Secretary of State on March 23, 2018 (collectively, the “KGMBM Certificate of Incorporation”);

 

(iv)                               the Certificate of Incorporation of KGMRM, as filed with the Secretary of State on November 6, 2015, as amended by the Certificate of Change of Registered Agent and/or Registered Office of KGMRM, as filed with the Secretary of State on March 23, 2018 (collectively, the “KGMRM Certificate of Incorporation” and, together with the FGM Certificate of Incorporation, the RMGC Certificate of Incorporation and the KGMBM Certificate of Incorporation, the “Certificates of Incorporation”);

 

(v)                                  the Amended and Restated Bylaws of FGM, as in effect since August 15, 2011 (the “FGM Bylaws”);

 

(vi)                               the Amended and Restated Bylaws of RMGC, as in effect since August 15, 2011 (the “RMGC Bylaws”);

 

(vii)                            the Bylaws of KGMBM, as in effect since August 22, 2016 (the “KGMBM Bylaws”);

 

(viii)                         the Bylaws of KGMRM, as in effect since August 19, 2016 (the “KGMRM Bylaws,” and together with the FGM Bylaws, the RMGC Bylaws and the KGMBM Bylaws, the “Bylaws”);

 

(ix)                               the Indenture, dated as of August 22, 2011, between Kinross Gold Corporation (“KCG”), as Issuer, Wells Fargo Bank, National Association (“Wells Fargo”), as Trustee, and certain other parties thereto, as Guarantors (as defined therein), as supplemented by the First Supplemental Indenture, dated as of December 8, 2014 (the “Original Indenture”);

 

(x)                                  the Second Supplemental Indenture, dated as of September 1, 2016, among KCG, Wells Fargo and the New Guarantors (as defined therein) (the “Second Supplemental Indenture” and, together with the Original Indenture, the “Indenture”);

 

(xi)                               the form of Guarantee to be executed by each of the Guarantors (as defined therein) (the “Guarantee”);

 

(xii)                            a separate certificate of an officer (each an “Officer’s Certificate”) of each of the Companies (including the resolutions of the board of directors of each such Company, attached thereto and certified therein (the “Board Resolutions”)), dated the date hereof, as to certain matters; and

 

(xiii)                         a separate Certificate of Good Standing for each of the Companies, dated the date hereof, obtained from the Secretary of State.

 

2



 

With respect to the foregoing documents, we have assumed: (a) the genuineness of all signatures, and the incumbency, authority, legal right and power and legal capacity under all applicable laws and regulations, of each of the officers and other persons and entities signing or whose signatures appear upon each of said documents as or on behalf of the parties thereto (except as relates to the incumbency, authority, legal right and power of the Companies); (b) the authenticity of all documents submitted to us as originals; (c) the conformity to authentic originals of all documents submitted to us as certified, conformed, photostatic, electronic or other copies; (d) that the foregoing documents, in the forms submitted to us for our review, have not been and will not be altered or amended in any respect material to our opinions as expressed herein; and (e) the form of Guarantee submitted to us will be duly completed in a manner consistent with the opinions stated herein.  We have not reviewed any document other than the documents listed above for purposes of rendering our opinions as expressed herein, and we assume that there exists no provision of any such other document that bears upon or is inconsistent with our opinions as expressed herein.  In addition, we have conducted no independent factual investigation of our own, but rather have relied solely upon the foregoing documents furnished for our review as listed above, the statements of facts and factual information set forth in said documents, and the additional matters recited or assumed herein, all of which we assume to be true, complete and accurate in all material respects.

 

In addition to the foregoing, for purposes of rendering our opinions as expressed herein, we have assumed:

 

(1)                                  that, except to the extent opined to in opinion paragraph 1 below, each of the parties to the Guarantee is (and will be at the time the Guarantee is entered into) duly organized, validly existing and in good standing under the laws of the jurisdiction governing its organization;

 

(2)                                  that, except to the extent opined to in opinion paragraph 2 below, each of the parties to the Guarantee has (and will have at the time it enters into the Guarantee) the power and authority to execute and deliver the Guarantee and to perform its obligations thereunder;

 

(3)                                  that, except to the extent opined to in opinion paragraphs 3 and 4 below, the Guarantee has been (and will be at the time the Guarantee is entered into) duly authorized, executed and delivered by each of the parties thereto;

 

(4)                                  that the Guarantee constitutes (and at the time the Guarantee is entered into will constitute) a legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms;

 

(5)                                  that the due authorization, execution and delivery of the Guarantee by each of the Companies did not or will not, and the consummation of the transactions contemplated thereby will not, violate or conflict with any provision of any judgment, order, writ, injunction or decree of any court or governmental authority, or violate or result in a breach of or constitute a default or require any consent (other than such consents as have been duly obtained) under, any provision of any other agreement, contract, instrument or obligation to

 

3



 

which any of the Companies is a party or by which any of the Companies or any of its properties is bound;

 

(6)                                  that the negotiation, preparation and execution of the Guarantee have not occurred or will not occur within the State of Delaware, none of the transactions contemplated by the Guarantee, nor any other transactions and other documents relating to the subject matter thereof, have occurred or will occur in the State of Delaware, no payment pursuant to the Guarantee has been or will be made or received within the State of Delaware, and, except for the maintenance of the office of its respective registered agent, none of the Companies, directly or indirectly through its subsidiaries, derives any income from or connected with sources within the State of Delaware, is registered to or conducts any business in the State of Delaware, or has any assets, activities, offices or employees in the State of Delaware; and

 

(7)                                  that the Guarantee is (and will be at the time the Guarantee is entered into) necessary and convenient to the conduct, promotion or attainment of the business of each of the Companies.

 

Based upon and subject to the foregoing and upon our review of such matters of law as we have deemed necessary and appropriate to render our opinions as expressed herein, and subject to the assumptions, exceptions, limitations and qualifications set forth herein, it is our opinion that:

 

1.                                       Each of the Companies is duly incorporated, validly existing and in good standing as a corporation under the General Corporation Law.

 

2.                                       Each of the Companies has all requisite power and authority under its respective Certificate of Incorporation and Bylaws and the General Corporation Law to execute and deliver the Guarantee and to perform its obligations thereunder.

 

3.                                       The execution and delivery of the Guarantee by each of the Companies, and the performance by each of the Companies of its obligations thereunder, have been duly authorized by all necessary action on the part of such Company under its respective Certificate of Incorporation and Bylaws and the General Corporation Law.

 

4.                                       To the extent Delaware law is applicable, the Guarantee will be duly executed by each of the Companies when executed by an authorized officer of each Company.

 

5.                                       The execution and delivery of the Guarantee by each of the Companies, and the performance by each of the Companies of its obligations thereunder, will not violate its respective Certificate of Incorporation or Bylaws or the General Corporation Law.

 

The foregoing opinions are subject to the following limitations, exceptions and qualifications:

 

A.                                     We are admitted to practice law in the State of Delaware and do not hold ourselves out as being experts on the law of any other jurisdiction.  The foregoing opinions are

 

4



 

limited to the laws of the State of Delaware currently in effect, and we have not considered and express no opinion on the effect of the laws of any other state or jurisdiction, including state or federal laws relating to securities or other federal laws, or the rules and regulations of stock exchanges or of any other regulatory body.  In addition, we have not considered and express no opinion as to the applicability of or any compliance with the Delaware Securities Act, 6 Del. C. § 73-101 et seq ., or any rules or regulations promulgated thereunder.

 

B.                                     Our opinions as set forth above do not encompass any agreement or document referred to, annexed or attached to or incorporated by reference into the Guarantee.

 

The foregoing opinions are rendered solely for your benefit in connection with the matters addressed herein and, without our prior written consent, may not be relied upon by such persons for any other purpose or be furnished or quoted to, or be relied upon by, any other person or entity for any other purpose.  This opinion speaks only as of the date hereof, and we shall have no obligation to update this opinion in any respect after the date hereof, including with respect to changes in law occurring on or after the date hereof.

 

 

 

Very truly yours,

 

 

 

 

 

/s/ Richards, Layton & Finger, P.A.

 

MJG/JJV

 

5




Exhibit 12.1

 

Statement of Computation of Ratio of Earnings to Fixed Charges

(in millions, except ratios)

 

 

 

2013

 

2014

 

2015

 

2016

 

2017

 

Q1 2018

 

Earnings (Loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) before taxes, minority interests in consolidated subsidiaries, and income or loss from equity investees

 

(2,929.5

)

(1,311.6

)

(850.9

)

(58.3

)

420.3

 

160.3

 

Add (deduct):

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed charges

 

107.7

 

114.7

 

108.7

 

115.6

 

111.6

 

27.9

 

Amortization of capitalized interest

 

4.6

 

19.6

 

24.7

 

19.4

 

16.5

 

4.3

 

Distributed income of equity investees

 

 

 

4.6

 

 

0.3

 

 

Share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges

 

 

 

 

 

 

 

(Interest capitalized)

 

(82.6

)

(62.7

)

(40.5

)

(15.2

)

(25.1

)

(8.2

)

(Preference dividend of consolidated subsidiaries)

 

 

 

 

 

 

 

(Minority interest in pre-tax income of subsidiaries that have not incurred fixed charges)

 

(0.6

)

(38.2

)

(7.3

)

(7.2

)

(3.5

)

0.2

 

Total earnings (loss) available for fixed charges

 

(2,900.4

)

(1,278.2

)

(760.7

)

54.3

 

520.1

 

184.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed Charges:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, including capitalized amounts and amortization of debt costs

 

107.7

 

114.7

 

108.7

 

115.6

 

111.6

 

27.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of Earnings to Fixed Charges

 

(a), (f)

(a), (e)

(a), (d)

(b), (c)

4.7

 

6.6

 

 


(a)   Due to our losses for the years ended December 31, 2013, 2014 and 2015, the ratio of earnings to fixed charges was negative for these years. We would have had to generate additional earnings before taxes of $3,008.1 million, $1,392.9 million, and $869.4 million for the years ended December 31, 2013, 2014 and 2015, respectively, to have achieved earnings to fixed charge ratios of one-to-one.

 



 

(b)   The ratio of earnings to fixed charges for the year ended December 31, 2016 was below one-to-one. We would have had to generate additional earnings before taxes of $61.3 million to have achieved earnings to fixed charge ratios of one-to-one.

 

(c)   Earnings for the year ended December 31, 2016 included the effect of $139.6 million of non-cash impairment charges. The effect of these charges was to reduce the ratio of earnings to fixed charges. Had these charges been excluded from the calculation, the ratio of earnings to fixed charges would have been 1.7 for the year ended December 31, 2016.

 

(d)   The loss for the year ended December 31, 2015 included the effect of $699.0 million of non-cash impairment charges. The effect of these charges was to reduce the ratio of earnings to fixed charges. Had these charges been excluded from the calculation, we would have had to generate additional earnings before taxes of $170.4 million to have achieved earnings to fixed charge ratios of one-to-one.

 

(e) The loss for the year ended December 31, 2014 included the effect of $1,251.4 million of non-cash impairment charges. The effect of these charges was to reduce the ratio of earnings to fixed charges. Had these charges been excluded from the calculation, we would have had to generate additional earnings before taxes of $141.5 million to have achieved earnings to fixed charge ratios of one-to-one.

 

(f)   The loss for the year ended December 31, 2013 included the effect of $3,169.6 million of non-cash impairment charges. The effect of these charges was to reduce the ratio of earnings to fixed charges. Had these charges been excluded from the calculation, the ratio of earnings to fixed charges would have been 2.5 for the year ended December 31, 2013.

 




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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the incorporation by reference of:

in the Form F-10/S-4 of the Company and certain guarantor subsidiaries dated May 18, 2018 in connection with the offer to exchange all outstanding 4.50% Notes due 2027 issued on July 6, 2017 for up to US$500,000,000 aggregate principal amount of registered 4.50% Notes due 2027 of the Company.

/s/ KPMG LLP
Chartered Professional Accountants, Licensed Public Accountants

Toronto, Ontario
May 18, 2018




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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 23.11

 

CONSENT OF EXPERT

 

In connection with the Registration Statement on Forms F-10/S-4 and any amendment thereto (the “Registration Statement”) of the registrants, I, John Sims, hereby consent to the use of my name in connection with the references to the scientific and technical information relating to Kinross Gold Corporation’s mineral properties contained in or incorporated by reference on the Registration Statement.

 

 

Date: May 18, 2018

 

By:

/s/ JOHN SIMS

 

 

 

John Sims

 




Exhibit 2 5.1

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

FORM T-1

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

 


 

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

A National Banking Association

 

94-1347393

(Jurisdiction of incorporation or

 

(I.R.S. Employer

organization if not a U.S. national

 

Identification No.)

bank)

 

 

 

101 North Phillips Avenue

 

 

Sioux Falls, South Dakota

 

57104

(Address of principal executive offices)

 

(Zip code)

 

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17 th  Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

 


 

Kinross Gold Corporation

(Exact name of obligor as specified in its charter)

 

SEE TABLE OF CO-REGISTRANTS

 

Province of Ontario, Canada

 

650430083

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

25 York Street, 17th Floor
Toronto, Ontario, Canada

 

M5J 2V5

(Address of principal executive offices)

 

(Zip code)

 


 

4.50% Senior Notes due 2027

(Title of the indenture securities)

 

 

 



 

TABLE OF ADDITIONAL REGISTRANTS

 

Form S-4

 

Exact Name of Co-Registrant as
Specified in its Charter

 

I.R.S. Employer Identification No.

 

State or Other Jurisdiction of
Incorporation or Organization

Fairbanks Gold Mining, Inc.

 

06-1325565

 

Delaware

KG Far East (Luxembourg) Sàrl

 

N/A

 

Luxembourg

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

Red Back Mining B.V.

 

N/A

 

Netherlands

Red Back Mining (Ghana) Limited

 

N/A

 

British Virgin Islands

Round Mountain Gold Corporation

 

88-0211837

 

Delaware

White Ice Ventures Limited

 

N/A

 

Luxembourg / British Virgin Islands

 

Address, including Zip Code, and Telephone Number, including Area Code, of each Co-Registrant’s Principal Executive Offices: c/o Kinross Gold Corporation, 25 York Street, 17th Floor, Toronto, Ontario, Canada M5J 2V5, (416) 365-5123.

 

Item 1.          General Information.    Furnish the following information as to the trustee:

 

(a)                                  Name and address of each examining or supervising authority to which it is subject.

 

Comptroller of the Currency

Treasury Department

Washington, D.C.

 

Federal Deposit Insurance Corporation

Washington, D.C.

 

Federal Reserve Bank of San Francisco

San Francisco, California 94120

 

(b)                                  Whether it is authorized to exercise corporate trust powers.

 

The trustee is authorized to exercise corporate trust powers.

 

Item 2.          Affiliations with Obligor.   If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None with respect to the trustee.

 

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

 

Item 15.  Foreign Trustee.        Not applicable.

 

Item 16.  List of Exhibits.        List below all exhibits filed as a part of this Statement of Eligibility.

 

Exhibit 1.

A copy of the Articles of Association of the trustee now in effect.*

 



 

Exhibit 2.

A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.*

 

 

Exhibit 3.

A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.*

 

 

Exhibit 4.

Copy of By-laws of the trustee as now in effect.*

 

 

Exhibit 5.

Not applicable.

 

 

Exhibit 6.

The consent of the trustee required by Section 321(b) of the Act.

 

 

Exhibit 7.

A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

 

 

Exhibit 8.

Not applicable.

 

 

Exhibit 9.

Not applicable.

 


*  Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file number 333-190926.

 



 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles and State of California on the 15th day of May, 2018.

 

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

 

 

 

 

/s/ Casey A Boyle

 

Casey A Boyle

 

Assistant Vice President

 



 

EXHIBIT 6

 

May 15, 2018

 

Securities and Exchange Commission

Washington, D.C.  20549

 

Gentlemen:

 

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

 

 

 

Very truly yours,

 

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

 

 

 

 

/s/ Casey A Boyle

 

Casey A Boyle

 

Assistant Vice President

 


 

Exhibit 7

 

Consolidated Report of Condition of

 

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business March 31, 2018, filed in accordance with 12 U.S.C. §161 for National Banks.

 

 

 

 

 

Dollar Amounts

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Cash and balances due from depository institutions:

 

 

 

 

 

Noninterest-bearing balances and currency and coin

 

 

 

$

17,369

 

Interest-bearing balances

 

 

 

184,177

 

Securities:

 

 

 

 

 

Held-to-maturity securities

 

 

 

141,338

 

Available-for-sale securities

 

 

 

255,739

 

Equity Securities with readily determinable fair value not held for trading

 

 

 

91

 

Federal funds sold and securities purchased under agreements to resell:

 

 

 

 

 

Federal funds sold in domestic offices

 

 

 

62

 

Securities purchased under agreements to resell

 

 

 

33,549

 

Loans and lease financing receivables:

 

 

 

 

 

Loans and leases held for sale

 

 

 

8,236

 

Loans and leases, net of unearned income

 

921,233

 

 

 

LESS: Allowance for loan and lease losses

 

9,937

 

 

 

Loans and leases, net of unearned income and allowance

 

 

 

911,296

 

Trading Assets

 

 

 

47,470

 

Premises and fixed assets (including capitalized leases)

 

 

 

8,067

 

Other real estate owned

 

 

 

564

 

Investments in unconsolidated subsidiaries and associated companies

 

 

 

12,080

 

Direct and indirect investments in real estate ventures

 

 

 

95

 

Intangible assets

 

 

 

 

 

Goodwill

 

 

 

22,467

 

Other intangible assets

 

 

 

17,972

 

Other assets

 

 

 

55,960

 

 

 

 

 

 

 

Total assets

 

 

 

$

1,716,532

 

 



 

 

 

 

 

Dollar Amounts

 

 

 

 

 

In Millions

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Deposits:

 

 

 

 

 

In domestic offices

 

 

 

$

1,300,220

 

Noninterest-bearing

 

419,558

 

 

 

Interest-bearing

 

880,662

 

 

 

In foreign offices, Edge and Agreement subsidiaries, and IBFs

 

 

 

57,496

 

Noninterest-bearing

 

740

 

 

 

Interest-bearing

 

56,756

 

 

 

Federal funds purchased and securities sold under agreements to repurchase:

 

 

 

 

 

Federal funds purchased in domestic offices

 

 

 

8,394

 

Securities sold under agreements to repurchase

 

 

 

6,610

 

 

 

 

 

 

 

Trading liabilities

 

 

 

10,762

 

Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)

 

 

 

125,409

 

Subordinated notes and debentures

 

 

 

11,864

 

Other liabilities

 

 

 

31,546

 

 

 

 

 

 

 

Total liabilities

 

 

 

$

1,552,301

 

 

 

 

 

 

 

EQUITY CAPITAL

 

 

 

 

 

Perpetual preferred stock and related surplus

 

 

 

0

 

Common stock

 

 

 

519

 

Surplus (exclude all surplus related to preferred stock)

 

 

 

112,560

 

Retained earnings

 

 

 

53,885

 

Accumulated other comprehensive income

 

 

 

-3,088

 

Other equity capital components

 

 

 

0

 

 

 

 

 

 

 

Total bank equity capital

 

 

 

163,876

 

Noncontrolling (minority) interests in consolidated subsidiaries

 

 

 

355

 

 

 

 

 

 

 

Total equity capital

 

 

 

164,231

 

 

 

 

 

 

 

Total liabilities, and equity capital

 

 

 

$

1,716,532

 

 

I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

 

 

John R. Shrewsberry

 

Sr. EVP & CFO

 

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

 

 

                            Directors

 

Enrique Hernandez, Jr

 

Federico F. Pena

 

James Quigley

 

 




Exhibit 99.1

 

LETTER OF TRANSMITTAL

 

KINROSS GOLD CORPORATION

 

OFFER TO EXCHANGE ALL OUTSTANDING
4.50% SENIOR NOTES DUE 2027
ISSUED ON JULY 6, 2017 FOR
4.50% SENIOR NOTES DUE 2027

 

UNCONDITIONALLY GUARANTEED BY FAIRBANKS GOLD MINING, INC., KG FAR EAST (LUXEMBOURG) SÀRL, KG MINING (BALD MOUNTAIN) INC., KG MINING (ROUND MOUNTAIN) INC., KINROSS BRASIL MINERAÇÃO S.A., MELBA CREEK MINING, INC., RED BACK MINING B.V., RED BACK MINING (GHANA) LIMITED, ROUND MOUNTAIN GOLD CORPORATION AND WHITE ICE VENTURES LIMITED

 

WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

 

Pursuant to the Prospectus dated             , 2018,

 

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 p.m., NEW YORK CITY TIME, ON              , 2018 UNLESS EXTENDED (THE “ EXPIRATION DATE ”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. WHERE THE EXPIRATION DATE HAS BEEN EXTENDED, TENDERS PURSUANT TO THE EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE WITHDRAWN AFTER THE DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE.

 

DELIVERY TO:

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, Exchange Agent

 

By Registered, Certified
or Regular Mail:
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9300-070
600 South Fourth Street
Minneapolis, MN 55402

 

By Facsimile Transmission
(eligible institutions only):
(877) 407-4679

Telephone Inquiries:
(800) 344-5128

 

By Overnight Courier
or Hand Delivery:
Wells Fargo Bank, N.A.
Corporate Trust Services
MAC N9300-070
600 South Fourth Street
Minneapolis, MN 55402

 

Delivery of this Letter of Transmittal to an address other than as set forth above, or transmission of this Letter of Transmittal via facsimile to a number other than as set forth above, will not constitute a valid delivery. Please read the instructions set forth in this Letter of Transmittal carefully before completing any box below.

 

The undersigned acknowledges that he, she or it has received this Letter of Transmittal (the “ Letter ”) and the Prospectus, dated                  , 2018 (the “ Prospectus ”), of Kinross Gold Corporation (the “ Issuer ”) relating to its offer to exchange up to $500,000,000 aggregate principal amount of its 4.50% Notes due 2027 (the “ New Notes ”), which have been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), for a like principal amount of its issued and outstanding 4.50% Notes due 2027 (the “ Initial Notes ”), by the registered holders thereof (“ Holders ”). The New Notes are unconditionally guaranteed (the “ New Guarantees ”) by Fairbanks Gold Mining, Inc., KG Far East (Luxembourg) Sàrl, KG Mining (Bald Mountain) Inc., KG Mining (Round Mountain) Inc., Kinross Brasil Mineração S.A., Melba Creek Mining, Inc., Red Back Mining B.V., Red Back Mining (Ghana) Limited, Round Mountain Gold Corporation and White Ice Ventures Limited (the “ Guarantors ”). The Prospectus and this Letter together constitute the Issuer’s offers to exchange (the “ Exchange Offer ”) its New Notes, including the New Guarantees, for a like principal amount of its Initial Notes, including guarantees, from the Holders.

 

1



 

As described herein, all Initial Notes properly tendered for exchange will either be exchanged for New Notes or will be returned promptly after the termination or withdrawal of the Exchange Offer. For each Initial Note accepted for exchange, the Holder of such Initial Note will receive a New Note having a principal amount equal to that of, and representing the same indebtedness of that represented by, the surrendered Initial Note and with an unconditional Guarantee by the Guarantors identical to the guarantee of the Initial Note. The New Notes will accrue interest from the last interest payment date on which interest was paid on the Initial Notes or, if no interest has been paid on the Initial Notes, from the issue date of the Initial Notes. Accordingly, registered Holders of New Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the last interest payment date on which interest was paid or, if no interest has been paid, from the issue date of the Initial Notes. Initial Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders of Initial Notes whose Initial Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Initial Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer.

 

This Letter is to be completed by a Holder of Initial Notes if a tender of Initial Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (“ DTC ”) (the “ Book-Entry Transfer Facility ”) pursuant to the procedures set forth in “Exchange Offer — Terms of the Exchange Offer —Book-Entry Transfer” section of the Prospectus. Holders of Initial Notes who are unable to deliver confirmation of the book-entry tender of their Initial Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility (a “ Book-Entry Confirmation ”) and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Initial Notes according to the guaranteed delivery procedures set forth in “Exchange Offer—Terms of the Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus. See Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

 

List below the Initial Notes to which this Letter relates. If the space provided below is inadequate, the principal amount of Initial Notes should be listed on a separate signed schedule affixed hereto.

 

2



 

DESCRIPTION OF INITIAL NOTES

 

 

(1)

 

(2)

 

(3)

Name(s) and Address(es) of
Registered Holder(s) of Initial
Notes, Exactly as the Name of the
Participant Appears on the Book-
Entry Transfer Facility’ Security
Position Listing (Please fill in, if
blank)

 

Aggregate Principal Amount

 

Principal Amount of
Initial Note(s) Tendered*

 

 

 

 

 

 

 

TOTAL

 

 

 


*                  Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Initial Notes represented by the Initial Notes indicated in column 2. Initial Notes tendered hereby must be in denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof. See Instruction 1.

 

o             CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

 

Name of Tendering Institution

 

Account Number

 

Transaction Code Number

 

BY CREDITING THE INITIAL NOTES TO THE EXCHANGE AGENT’S ACCOUNT WITH THE BOOK-ENTRY TRANSFER FACILITY’S ATOP AND BY COMPLYING WITH THE APPLICABLE ATOP PROCEDURES WITH RESPECT TO THE EXCHANGE OFFER, THE HOLDER OF THE NOTES ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS OF THIS LETTER OF TRANSMITTAL AND CONFIRMS ON BEHALF OF ITSELF AND THE BENEFICIAL OWNER OF SUCH INITIAL NOTES ALL PROVISIONS OF THIS LETTER OF TRANSMITTAL APPLICABLE TO IT AND SUCH BENEFICIAL OWNERS AS FULLY AS IF SUCH BENEFICIAL OWNERS HAD COMPLETED THE INFORMATION REQUIRED HEREIN AND EXECUTED AND TRANSMITTED THIS LETTER OF TRANSMITTAL.

 

o             CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

 

Name(s) of Registered Holder(s)

 

Window Ticket Number (if any)

 

Date of Execution of Notice of Guaranteed Delivery

 

Name of Institution That Guaranteed Delivery

 

Account Number

 

Transaction Code Number

 

3



 

o             CHECK HERE IF YOU ARE A BROKER-DEALER ENTITLED, PURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT REFERRED TO IN THE PROSPECTUS, TO RECEIVE, AND WISH TO RECEIVE, 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO WITHIN 180 DAYS AFTER THE EXPIRATION DATE.

 

Name:

 

Address:

 

IF THE UNDERSIGNED IS NOT A BROKER-DEALER, THE UNDERSIGNED REPRESENTS THAT IT IS NOT PARTICIPATING IN, AND DOES NOT INTEND TO PARTICIPATE IN, A DISTRIBUTION OF NEW NOTES. IF THE UNDERSIGNED IS A BROKER-DEALER THAT WILL RECEIVE NEW NOTES FOR ITS OWN ACCOUNT IN EXCHANGE FOR INITIAL NOTES THAT WERE ACQUIRED AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, IT ACKNOWLEDGES AND REPRESENTS THAT IT WILL DELIVER A PROSPECTUS MEETING THE REQUIREMENTS OF THE SECURITIES ACT, IN CONNECTION WITH ANY RESALE OF SUCH NEW NOTES; HOWEVER, BY SO ACKNOWLEDGING AND REPRESENTING AND BY DELIVERING SUCH A PROSPECTUS THE UNDERSIGNED WILL NOT BE DEEMED TO ADMIT THAT IT IS AN “UNDERWRITER” WITHIN THE MEANING OF THE SECURITIES ACT. IF THE UNDERSIGNED IS A BROKER-DEALER THAT WILL RECEIVE NEW NOTES, IT REPRESENTS THAT THE INITIAL NOTES TO BE EXCHANGED FOR THE NEW NOTES WERE ACQUIRED AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES. IN ADDITION, SUCH BROKER-DEALER REPRESENTS THAT IT IS NOT ACTING ON BEHALF OF ANY PERSON WHO COULD NOT TRUTHFULLY MAKE THE FOREGOING REPRESENTATIONS.

 

4



 

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

 

Ladies and Gentlemen:

 

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the aggregate principal amount of Initial Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Initial Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the applicable Issuer all right, title and interest in and to such Initial Notes as are being tendered hereby.

 

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned’s true and lawful agent and attorney-in-fact with respect to such tendered Initial Notes, with full power of substitution, among other things, to cause the Initial Notes to be assigned, transferred and exchanged.

 

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Initial Notes, and to acquire New Notes issuable upon the exchange of such tendered Initial Notes, and that, when such Initial Notes are accepted for exchange, the Issuer will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Issuer. The undersigned hereby further represents and warrants that any New Notes acquired in exchange for Initial Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, that neither the Holder of such Initial Notes nor any such other person is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of Initial Notes or New Notes, that neither the Holder of such Initial Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer and that neither the Holder of such Initial Notes nor such other person is acting on behalf of any person who could not truthfully make the foregoing representations and warranties.

 

The undersigned acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the “ SEC ”), as set forth in no-action letters issued to third parties, that the New Notes issued pursuant to the Exchange Offer in exchange for the Initial Notes may be offered for resale, resold and otherwise transferred by Holders thereof (other than any such Holder that is a broker-dealer or an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such Holder’s business, at the time of commencement of the Exchange Offer such Holder has no arrangement or understanding with any person to participate in a distribution of such New Notes, and such Holder is not engaged in, and does not intend to engage in, a distribution of such New Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes and has no arrangement or understanding to participate in a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Initial Notes, it represents that the Initial Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 

The SEC has taken the position that such broker-dealers may fulfill their prospectus delivery requirements with respect to the New Notes (other than a resale of New Notes received in exchange for an unsold allotment from the original sale of the Initial Notes) with the Prospectus. The Prospectus, as it may be amended or supplemented from time to time, may be used by certain broker-dealers (as specified in the Registration Rights Agreement referenced in the Prospectus) (“ Participating Broker-Dealers ”) for a period of time, starting on the Expiration Date and ending on the earlier of the close of business 180 days after the Expiration Date in connection with the sale or transfer of such New Notes or such time as such Participating Broker-Dealers no longer own any Initial Notes, other than Initial Notes acquired from the Issuer. The Issuer has agreed that, for such period of time, it will make the Prospectus (as it may be amended or supplemented) available to such a broker-dealer which elects to exchange

 

5



 

Initial Notes, acquired for its own account as a result of market making or other trading activities, for New Notes pursuant to the Exchange Offer for use in connection with any resale of such New Notes. By accepting the Exchange Offer, each broker-dealer that receives New Notes pursuant to the Exchange Offer acknowledges and agrees to notify the Issuers prior to using the Prospectus in connection with the sale or transfer of New Notes and that, upon receipt of notice from the Issuer of the happening of any event which makes any statement in the Prospectus untrue in any material respect or which requires the making of any changes in the Prospectus in order to make the statements therein (in light of the circumstances under which they were made) not misleading, such broker-dealer will suspend use of the Prospectus until (i) the Issuer has amended or supplemented the Prospectus to correct such misstatement or omission and (ii) the Issuer has furnished copies of the amended or supplemented Prospectus to such broker-dealer or, if the Issuer has not otherwise agreed to furnish such copies and decline to do so after such broker-dealer so requests, such broker-dealer has obtained a copy of such amended or supplemented Prospectus as filed with the SEC. Except as described above, the Prospectus may not be used for or in connection with an offer to resell, a resale or any other retransfer of New Notes. A broker-dealer that acquired Initial Notes in a transaction other than as part of its market-making activities or other trading activities will not be able to participate in the Exchange Offer.

 

The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuer to be necessary or desirable to complete the sale, assignment and transfer of the Initial Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “Exchange Offer—Terms of the Exchange Offer— Withdrawal of Tenders” section of the Prospectus.

 

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please credit the account indicated above maintained at the Book-Entry Transfer Facility.

 

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF INITIAL NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE INITIAL NOTES AS SET FORTH IN SUCH BOX ABOVE.

 

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

 

6



 

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)

 

 

 

 

SIGNATURE(S) OF OWNER

 

DATE

 

Area Code and Telephone Number

 

 

If a Holder is tendering an Initial Note, this Letter must be signed by the registered Holder(s) as the name(s) appear(s) on the certificate(s) for the Initial Note or by any person(s) authorized to become registered Holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 2.

 

Name(s):

 

 

(PLEASE TYPE OR PRINT)

 

 

Capacity:

 

 

 

Address:

 

 

SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 2) SIGNATURE(S) GUARANTEED BY AN ELIGIBLE INSTITUTION:

 

 

 

(AUTHORIZED SIGNATURE)

 

 

(TITLE)

 

 

(NAME AND FIRM)

 

DATED:

 

7



 

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 2, 3 and 4)

 

To be completed ONLY if Initial Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

 

Issue: New Notes and/or Initial Notes to:

 

 

(Please Type or Print)

 

Names(s) and Taxpayer Identification or Social Security Number(s):

 

 

 

 

(Please Type or Print)

 

Address:

 

 

 

 

 

 

 

 

(Zip Code)

 

o             Credit unexchanged Initial Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below:

 

 

(Book-Entry Transfer Facility Account Number, if Applicable)

 

IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

 

8



 

INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 4.50% NOTES DUE 2027 ISSUED ON JULY 6, 2017 OF KINROSS GOLD CORPORATION FOR 4.50% NOTES DUE 2027 OF KINROSS GOLD CORPORATION THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY AND ALL OUTSTANDING UNCONDITIONAL GUARANTEES BY GUARANTORS OF THE 4.50% NOTES DUE 2027 ISSUED ON JULY 6, 2017 BY KINROSS GOLD CORPORATION FOR UNCONDITIONAL GUARANTEES BY THE GUARANTORS OF THE REGISTERED 4.50% NOTES DUE 2027, ISSUED BY KINROSS GOLD CORPORATION, WHICH GUARANTEES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

1.               Delivery of this Letter and notes; guaranteed delivery procedures . This Letter is to be completed by Holders of Initial Notes if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the “Exchange Offer — Terms of the Exchange Offer — Book- Entry Transfer” section of the Prospectus. Book-Entry Confirmation, as well as a properly completed and duly executed Letter (or manually signed facsimile hereof) and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Initial Notes tendered hereby must be in denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof.

 

Holders who cannot complete the procedure for book-entry transfer on a timely basis may tender their Initial Notes pursuant to the guaranteed delivery procedures set forth in the “Exchange Offer — Terms of the Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined herein), (ii) prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Issuers (by facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder of Initial Notes and the amount of Initial Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“ NYSE ”) trading days after the date of execution of the Notice of Guaranteed Delivery a Book-Entry Confirmation and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) a Book-Entry Confirmation and all other documents required by this Letter, are received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

 

The method of delivery of this Letter and all or any other required documents is at the election and risk of the tendering Holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If this Letter and all other required documents are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. See the “Exchange Offer — Terms of the Exchange Offer” section of the Prospectus.

 

2.               Signatures on this Letter; bond powers; guarantee of signatures . If this Letter is signed by a participant in the Book-Entry Facility, the signature must correspond exactly with the name as it appears on the security position listing of the Holders of the Initial Notes.

 

If any tendered Initial Notes are owned of record by two or more joint owners, all of such owners must sign this Letter.

 

If this Letter is signed by registered Holder(s) of the Initial Notes specified herein and tendered thereby, no separate bond powers are required unless the New Notes are to be issued, or untendered Initial Notes are to be reissued, to a person other than the registered Holder. Signatures on such bond power(s) must be guaranteed by an Eligible Institution.

 

If this Letter or any bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the applicable Issuers, proper evidence satisfactory to such Issuer of their authority to so act must be submitted.

 

9



 

SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 2 MUST BE GUARANTEED BY A FIRM WHICH IS A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS ASSOCIATION OR OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING OF A RECOGNIZED MEDALLION PROGRAM APPROVED BY THE SECURITIES TRANSFER ASSOCIATION INC., INCLUDING THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE STOCK EXCHANGE MEDALLION PROGRAM (“SEMP”) AND THE NEW YORK STOCK EXCHANGE MEDALLION SIGNATURE PROGRAM (“MSP”), OR ANY OTHER “ELIGIBLE GUARANTOR INSTITUTION” (AS DEFINED IN RULE 17AD-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) (EACH OF THE FOREGOING, AN “ELIGIBLE INSTITUTION”)

 

SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION, PROVIDED THE INITIAL NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF INITIAL NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH INITIAL NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED “SPECIAL ISSUANCE INSTRUCTIONS” IN THIS LETTER, OR (II) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.

 

3.               Special issuance instructions . Holders tendering Initial Notes by book-entry transfer may request that Initial Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such Holder may designate herein.

 

4.               Transfer taxes . The Issuers will pay all transfer taxes, if any, applicable to the transfer of Initial Notes to it or its order pursuant to the Exchange Offer. If, however, New Notes and/or substitute Initial Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the Initial Notes tendered hereby, or if tendered Initial Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Initial Notes to the Issuers or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

 

5.               Waiver of conditions . The Issuer reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

 

6.               No conditional tenders . No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Initial Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Initial Notes for exchange.

 

None of the Issuers, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Initial Notes nor shall any of them incur any liability for failure to give any such notice.

 

7.               Withdrawal rights . Tenders of Initial Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

 

For a withdrawal of a tender of Initial Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having tendered the Initial Notes to be withdrawn (the “ Depositor ”), (ii) identify the Initial Notes to be withdrawn (including the principal amount of such Initial Notes), (iii) specify the number of the account at the Book-Entry Transfer Facility from which the Initial Notes were tendered and specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Initial Notes and otherwise comply with the procedures of such facility, (iv) contain a statement that such Holder is withdrawing its election to have such Initial Notes exchanged, (v) be signed by the Holder in the same manner as the original signature on the Letter by which such Initial Notes were tendered (including any required signature guarantees) or be accompanied by documents

 

10



 

of transfer to have the Trustee with respect to the Initial Notes register the transfer of such Initial Notes in the name of the person withdrawing the tender and (vi) specify the name in which such Initial Notes are registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the applicable Issuers, whose determination shall be final and binding on all parties. Any Initial Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Initial Notes so withdrawn are validly retendered. Any Initial Notes that have been tendered for exchange but which are not exchanged for any reason (including the termination or withdrawal of the Exchange Offer) will be returned to the tendering Holder thereof without cost to such Holder by being credited to an account maintained with the Book-Entry Transfer Facility for the Initial Notes promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Initial Notes may be retendered by following the procedures described above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

 

8.               Requests for assistance or additional copies . Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter, and requests for Notices of Guaranteed Delivery and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated above.

 

IMPORTANT: THIS LETTER OF TRANSMITTAL, (OR A FACSIMILE THEREOF, IF APPLICABLE, ) OR AN AGENT’S MESSAGE TO THE BOOK-ENTRY TRANSFER FACILITY TOGETHER WITH CONFIRMATION OF BOOK-ENTRY AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M. NEW YORK CITY TIME, ON THE EXPIRATION DATE.

 

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Exhibit 99.2

 

NOTICE OF GUARANTEED DELIVERY FOR

 

KINROSS GOLD CORPORATION

 

OFFER TO EXCHANGE ALL OUTSTANDING
4.50% SENIOR NOTES DUE 2027
ISSUED ON JULY 6, 2017 FOR
4.50% SENIOR NOTES DUE 2027

 

UNCONDITIONALLY GUARANTEED BY FAIRBANKS GOLD MINING, INC., KG FAR EAST (LUXEMBOURG) SÀRL, KG MINING (BALD MOUNTAIN) INC., KG MINING (ROUND MOUNTAIN) INC., KINROSS BRASIL MINERAÇÃO S.A., MELBA CREEK MINING, INC., RED BACK MINING B.V., RED BACK MINING (GHANA) LIMITED, ROUND MOUNTAIN GOLD CORPORATION AND WHITE ICE VENTURES LIMITED

 

WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

 

This form or one substantially equivalent hereto must be used to accept the Exchange Offer of Kinross Gold Corporation (the “ Issuer ”) made pursuant to the Prospectus, dated                , 2018 (the “ Prospectus ”), if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach Wells Fargo Bank, National Association, as exchange agent (the “ Exchange Agent ”) prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer.

 

Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender Initial Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) relating to the tender for exchange of Initial Notes (the “ Letter of Transmittal ”) must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Any Initial Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date. Where the Expiration Date has been extended, tenders pursuant to the Exchange Offer as of the previously scheduled Expiration Date may not be withdrawn after the date of the previously scheduled Expiration Date. Capitalized terms not defined herein are defined in the Prospectus or the Letter of Transmittal.

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, Exchange Agent

 

By Registered, Certified
or Regular Mail:
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9300-070
600 South Fourth Street
Minneapolis, MN 55402

 

By Facsimile Transmission
(eligible institutions only):
(877) 407-4679

Telephone Inquiries:
(800) 344-5128

 

By Overnight Courier
or Hand Delivery:
Wells Fargo Bank, N.A.
Corporate Trust Services
MAC N9300-070
600 South Fourth Street
Minneapolis, MN 55402

 

Delivery of this instrument to an address other than as set forth above, or transmission or instructions via facsimile other than as set forth above, will not constitute a valid delivery.

 

This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined in the letter of transmittal) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

 

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

 



 

Ladies and Gentlemen:

 

Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Issuer the principal amount of Initial Notes set forth below pursuant to the guaranteed delivery procedure described in “Exchange Offer — Terms of the Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus.

 

The undersigned understands that tenders of Initial Notes will be accepted only in principal amount equal to $2,000 or integral multiples of $1,000 in excess thereof. Additionally, the undersigned understands that the tenders of Initial Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time on the Expiration Date.

 

All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

 

PLEASE SIGN AND COMPLETE

 

Principal Amount of Initial Notes Tendered (must be in denominations of principal amount of $2,000 and any integral multiple of $1,000)*

 

Name(s) of Registered Holder(s):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Address including zip code:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

If Initial Notes will be delivered by book entry transfer at The Depository Trust Company, insert Account No.:

 

Telephone Number including Area Code:

 

 

 

 

 

 

 

 

 

Signature(s) of Registered Owner(s) or Authorized Signatory:

 

 

 

 

 

 

 

 

Date:

 

 

 

 

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This Notice of Guaranteed Delivery must be signed by the Holder(s) of Initial Notes exactly as its (their) name(s) appear on certificates for Initial Notes or a security position listing as the owner of Initial Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

 

Please print name(s) and address(es):

 

Name(s):

 

 

 

 

 

Capacity:

 

 

 

 

 

Address(es):

 

 

 

 

Do not send Initial Notes with this form. Initial Notes should be sent to the Exchange Agent together with a properly completed and duly executed Letter of Transmittal.

 

GUARANTEE

 

(Not to be used for signature guarantee)

 

The undersigned, a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “Eligible Guarantor Institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that the certificates representing the principal amount of Initial Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Initial Notes into the Exchange Agent’s account at DTC pursuant to the procedures set forth in “Exchange Offer - Terms of the Exchange Offer - Guaranteed Delivery Procedures” section of the Prospectus, together with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.

 

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Name of Firm

 

 

 

 

 

Address

 

 

 

 

 

 

 

Zip Code

 

 

 

Area Code and Tel. No.

 

 

 

Authorized Signature

 

 

 

 

 

Title

 

 

 

 

 

Name: (Please Type or Print)

 

 

 

 

 

Dated:

 

 

 

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

 

1.               Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the Holder and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered or certified mail properly insured, with return receipt requested, is recommended. In all cases sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal.

 

2.               Signatures of this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by a participant of the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Initial Notes, the signature must correspond with the name shown on the security position listing as the owner of the Initial Notes.


If this Notice of Guaranteed Delivery is signed by a person other than the registered Holder(s) of any Initial Notes listed or a participant of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the participant shown on the Book-Entry Transfer Facility’s security position listing.


If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing.

 

3.               Requests for assistance or additional copies. Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address specified on the first page hereof. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

 

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