UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 40-F

 

[Check one]

 

o                                  REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

x                              ANNUAL REPORT PURSUANT TO SECTION 13(a) or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2019

Commission File Number 001-13382

 

KINROSS GOLD CORPORATION

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English (if applicable))

 

Province of Ontario, Canada

(Province or other jurisdiction of incorporation or organization)

1041

(Primary Standard Industrial Classification Code Number (if applicable))

650430083

(I.R.S. Employer Identification Number (if applicable))

 

25 York Street, 17th Floor, Toronto, Ontario, Canada M5J 2V5 (416) 365-5123

(Address and telephone number 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
Telephone: (303) 802-1445

(Name, address (including zip code) and telephone number (including area code)

of agent for service in the United States)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common stock, no par value

 

KGC

 

New York Stock Exchange

 

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

 

x Annual information form

x Audited annual financial statements

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

As of December 31, 2019, there were 1,253,765,724 common shares and no preferred shares outstanding.

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

 

Yes x

 

No o

 

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

 

Yes x

 

No o

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

 

Emerging Growth Company ¨

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act.  ¨

 

 

 


 

NOTE FOR U.S. READERS ON CANADA/U.S. REPORTING DIFFERENCES

 

We are permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare this annual report on Form 40-F in accordance with Canadian disclosure requirements, which are different from those of the United States. We prepare our consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, including the report of the independent registered public accounting firm with respect thereto. Consequently, our financial statements may not be comparable to those prepared by U.S. companies. Our Annual Information Form dated March 30, 2020 and Management’s Discussion and Analysis, together with our audited consolidated financial statements and notes thereto as at December 31, 2019 and 2018 and for the years then ended, are filed under cover of this form as exhibits 99.1, 99.2 and 99.3, respectively.

 

Our common shares are listed on the Toronto Stock Exchange and the New York Stock Exchange. There are certain differences between the corporate governance practices applicable to us and those applicable to U.S. companies under the New York Stock Exchange listing standards. A summary of the significant differences can be found at http://www.kinross.com/about/governance/default.aspx.

 

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DISCLOSURE CONTROLS AND PROCEDURES

 

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the U.S. Securities Exchange Act of 1934, as amended, (the “Exchange Act”) is recorded, processed, summarized and reported within the appropriate time periods and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely disclosures regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, we recognize that any disclosure controls and procedures, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met, and management is required to exercise its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

As required by Rule 13a-15(b) under the Exchange Act, we conducted an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2019, the end of the period covered by this annual report on Form 40-F. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2019, the design and operation of the Company’s disclosure controls and procedures provide reasonable assurance that they are effective.

 

3


 

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act.  As of December 31, 2019, Kinross’ management evaluated the effectiveness of its internal control over financial reporting. In making this assessment, management used the criteria specified in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that Kinross’ internal control over financial reporting was effective as at December 31, 2019 and no material weaknesses in Kinross’s internal control over financial reporting were discovered.

 

The Company is required to provide an auditor’s attestation report on its internal control over financial reporting for the fiscal year ended December 31, 2019. In this annual report on Form 40-F, the Company’s independent registered public accounting firm, KPMG LLP, has provided its opinion as to the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019. KPMG has also audited the Company’s financial statements included in this annual report on Form 40-F and issued a report thereon.

 

ATTESTATION OF REPORT OF INDEPENDENT AUDITOR

 

The attestation report of KPMG LLP is included in the Report of Independent Registered Public Accounting Firm that accompanies Kinross’ audited consolidated financial statements for the year ended December 31, 2019 included as exhibit 99.3 to this annual report on Form 40-F.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

There have been no changes to our system of internal control over financial reporting for the year ended December 31, 2019 or since that time that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

AUDIT AND RISK COMMITTEE

 

The audit and risk committee of our Board of Directors is comprised of four directors: Ian Atkinson, John A. Brough, chairman, Kerry D. Dyte and Elizabeth D. McGregor. Each of the members of the audit and risk committee is “independent” as that term is defined in the listing standards of the New York Stock Exchange. The board of directors has determined that Mr. Brough, and Ms. McGregor each qualify as an “audit committee financial expert” as such term is defined in paragraph 8(b) of General Instructions B to Form 40-F.  Information concerning Mr. Atkinson’s, Mr. Brough’s, Mr. Dyte’s and Ms. McGregor’s relevant education and experience is included in the biographical information contained in the Company’s Annual Information Form included as exhibit 99.1 to the annual report on Form 40-F. The Securities and Exchange Commission has indicated that the designation of a person as an audit committee financial expert does not make such person an “expert” for any purpose, impose any duties, obligations or liabilities on such person that are greater than those imposed generally on members of the audit and risk committee and the board of directors who do not carry this designation, or affect the duties, obligations or liability of any other member of the audit and risk committee or board of directors.

 

CODE OF ETHICS

 

The Code of Business Conduct and Ethics may be viewed at the Company’s website at www.kinross.com under “About — Corporate Governance” and is available in print to any shareholder upon

 

4


 

written request to the Company’s Corporate Secretary. Any amendments to the Code of Business Conduct and Ethics, including a description of such amendment, will be posted to the Company’s website within five business days following the date of the amendment.

 

The Company did not grant any waivers under its Code of Business Conduct and Ethics during 2019.

 

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

We paid the following fees to our independent registered public accounting firm during the last two fiscal years:

 

 

 

2019

 

2018

 

Audit Fees

 

CDN$

4,423,000

 

CDN$

4,322,000

 

Audit-Related Fees

 

CDN$

188,000

 

CDN$

160,000

 

Tax Fees

 

CDN$

13,000

 

CDN$

27,000

 

All Other Fees

 

CDN$

6,000

 

CDN$

5,000

 

 

Audit-related fees include fees related primarily to translation services and pension plan audits. Tax fees were for tax compliance and advisory services. “All Other Fees” includes amounts for services related to other non-audit services.

 

The audit and risk committee is required to approve all services provided by our principal auditor. All audit services, audit-related services, tax services, and other services provided during the year ended December 31, 2019 were pre-approved by the audit and risk committee which concluded that the provision of such services by KPMG LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

Our off-balance sheet arrangements are disclosed in Kinross’ Management’s Discussion and Analysis included as exhibit 99.2 under the captions “Liquidity and Capital Resources” and “Risk Analysis” and under Note 12, “Long-term debt and credit facilities”, under Note 13, “Provisions”, and under Note 19, “Commitments and Contingencies” to Kinross’ audited consolidated financial statements for the year ended December 31, 2019 included as exhibit 99.3 to this annual report on Form 40-F.

 

CONTRACTUAL OBLIGATIONS

 

The contractual obligations of the Company are disclosed in Kinross’ Management’s Discussion and Analysis included as exhibit 99.2 under the caption “Liquidity and Capital Resources — Contractual Obligations and Commitments”, and under Note 12, “Long-term debt and credit facilities” and under Note 19, “Commitments and Contingencies” to Kinross’ audited consolidated financial statements for the year ended December 31, 2019 included as exhibit 99.3 to this annual report on Form 40-F. The Company has drawn $750 million on its revolving credit facility as of the date of the annual report on Form 40-F.

 

5


 

MINE SAFETY DISCLOSURE

 

Information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and paragraph (16) of General Instruction B to Form 40-F is included in exhibit 99.5 of this annual report on Form 40-F.

 

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

 

Cautionary Statement on Forward-Looking Information

 

All statements, other than statements of historical fact, contained or incorporated by reference in this annual report on Form 40-F including, but not limited to, any information as to the future financial or operating performance of Kinross, constitute “forward-looking information” or “forward-looking statements” within the meaning of certain securities laws, including the provisions of the Securities Act (Ontario) and the provisions for “safe harbor” under the United States Private Securities Litigation Reform Act of 1995 and are based on expectations, estimates and projections as of the date of this annual report on Form 40-F. Forward-looking statements contained in this annual report on Form 40-F, include, but are not limited to, 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; mine life;  and continuous improvement initiatives;  as well as references to other possible events such as, 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, estimates and the realization of such estimates (such as mineral or gold reserves and resources or mine life), success of exploration, development and mining activities, currency fluctuations, capital requirements, project studies, mine life extensions, government regulation, permit applications and conversions, restarting suspended or disrupted operations; environmental risks and proceedings; and resolution of pending litigation. The words “advance”, “anticipate”, “assumption”, “believe”, “budget”, “consideration”, “continue”, “develop”, “enhancement”, “estimates”, “expand”, “expects”, “explore”, “extend”, “forecast”, “goal”, “focus”, “forward”, “future”, “guidance”, “indicate”, “initiative”, “intend”, “measures”, “opportunity”, “optimize”, “outlook”, “phase”, “plan”, “possible”, “potential”, “proceeding”, “progress”, “project”, “prospective”, “schedule”, “seek”, “study”, “target”, 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 annual report on Form 40-F, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth herein and in our Management’s Discussion and Analysis (“MD&A”) for the year ended December 31, 2019 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 the operational challenges at Fort Knox and Bald Mountain resulting from excessive rainfall, which can impact costs and/or production) and other or related natural disasters, labour disruptions (including but not limited to workforce reductions), supply disruptions, power disruptions, damage to equipment, pit wall slides (in particular that the effects of the pit wall slides at Fort Knox and Round Mountain are consistent with the Company’s expectations) 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

 

6


 

authorizations necessary for the operation of the Tasiast Phase One expansion and the development and operation of the 24k Project; operation of the SAG mill at Tasiast; land acquisitions and permitting for the construction and operation of the new tailings facility, water and power supply and continued operation of the tailings reprocessing facility at Paracatu; and the parliamentary ratification of the Chirano mining permit in a manner consistent with the Company’s expectations; (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 amendments to the mining laws, and potential power rationing and tailings facility regulations in Brazil, potential amendments to water laws and/or other water use restrictions and regulatory actions in Chile, new dam safety regulations, and potential amendments to minerals and mining laws and energy levies laws, and the enforcement of labour laws in Ghana, new regulations relating to work permits, potential amendments to customs and mining laws (including but not limited to amendments to the VAT) and the pending implementation of revisions to the tax code in Mauritania,  and satisfactory resolution of the discussions with the Mauritanian government regarding the Company’s activities in Mauritania including those related to Tasiast Sud, VAT and fuel duty exonerations and the sharing of economic benefits from the operation, the European Union’s General Data Protection Regulation or similar legislation in other jurisdictions 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), and the impact of any trade tariffs being consistent with Kinross’ current expectations; (4) the completion of studies, including optimization studies, scoping studies and prefeasibility and feasibility studies, on the timelines currently expected and the results of those studies being consistent with Kinross’ current expectations including the completion of the La Coipa feasibility study and the Lobo-Marte pre-feasibility study; (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), mine plans for the Company’s mining operations, and the Company’s internal models; (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 material amendment or formal dispute (including without limitation the application of tax, customs and duties exemptions and royalties); (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 our current credit ratings consistent with the Company’s current expectations; (15) that the Brazilian power plants will operate in a manner consistent with our current expectations; (16) that drawdown of funds under the Tasiast project financing will proceed in a manner consistent with our current expectations; (17) potential direct or indirect operational impacts resulting from infectious diseases or pandemics, such as the COVID-19 outbreak; and (18) litigation and regulatory proceedings and the potential ramifications thereof being concluded in a manner consistent with the Company’s expectations (including without limitation the ongoing litigation in Chile relating to the alleged damage of wetlands and the scope of any remediation plan or other environmental obligations arising therefrom, the ongoing litigation with the Russian tax authorities regarding dividend withholding tax and the ongoing Sunnyside litigation regarding potential CERCLA liability). 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 (any other similar restrictions or penalties) now or subsequently imposed, other actions taken, by, against, in respect of or 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

 

7


 

in, or the Company’s business, operations or other activities in, any such jurisdiction; reductions in the ability of the Company to transport and refine doré; 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, production royalties, 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, administrative orders 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, environmental litigation or regulatory proceedings 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 ratings; 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 annual report on Form 40-F, including but not limited to the “Risk Factors” section of our 2019 Annual Information Form and in the “Risk Analysis” section of our most recently filed MD&A, are qualified by this cautionary statement 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 2019 Annual Information Form and the “Risk Analysis” section of our MD&A for the year ended December 31, 2019. 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.

 

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

 

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

 

8


 

Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

 

ADDITIONAL INFORMATION

 

Additional information relating to our company, including our audited consolidated financial statements as at December 31, 2019 and 2018, and for each of the years then ended, together with the accompanying Management’s Discussion and Analysis and the Annual Information Form can be found on SEDAR (www.sedar.com), on EDGAR (www.sec.gov) or on our website at www.kinross.com. The information found on, or otherwise accessible through, our website is not incorporated by reference into, nor does it form a part of, this annual report on Form 40-F or any other document that we file with the SEC. Upon the written request of any shareholder, Kinross will provide a copy of this annual report on Form 40-F, including the audited financial statements, Management’s Discussion and Analysis, and the Annual Information Form included as exhibits hereto. Written requests for such information should be directed to Investor Relations, Kinross Gold Corporation, 25 York Street, 17th Floor, Toronto, Ontario, Canada M5J 2V5, toll free 1-866-561-3636 or info@kinross.com.

 

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SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

KINROSS GOLD CORPORATION

 

 

March 30, 2020

By

/s/ Andrea S. Freeborough

 

 

Andrea S. Freeborough

 

 

Senior Vice President and

 

 

Chief Financial Officer

 

10


 

EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

99.1

 

Annual Information Form for Kinross Gold Corporation dated March 30, 2020

 

 

 

99.2

 

Kinross Gold Corporation Management’s Discussion and Analysis as filed on Form 6-K on February 12, 2020

 

 

 

99.3

 

Audited consolidated financial statements of Kinross Gold Corporation as at December 31, 2019 and 2018 and for the years then ended, together with the report of KPMG LLP, the independent registered public accounting firm of Kinross Gold Corporation thereon and the report of KPMG LLP, the independent registered public accounting firm of Kinross Gold Corporation on the effectiveness of internal control over financial reporting as of December 31, 2019, as filed on Form 6-K on February 12, 2020

 

 

 

99.4

 

Consent of KPMG LLP, independent registered public accounting firm for Kinross Gold Corporation

 

 

 

99.5

 

Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, filed herewith

 

 

 

99.6

 

Consent of John Sims to being named as a qualified person

 

 

 

99.7

 

Certification of the Principal Executive Officer pursuant to Rule 13a — 14(a)

 

 

 

99.8

 

Certification of the Chief Financial Officer pursuant to Rule 13a — 14(a)

 

 

 

99.9

 

Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)*

 

 

 

99.10

 

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley act of 2002)*

 


 

 

* This information is furnished and not filed for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

 

 

 

101

 

Interactive Data File

 


Exhibit 99.1

 

 

KINROSS GOLD CORPORATION

 

 

 

 

ANNUAL INFORMATION FORM

 

 

FOR THE YEAR ENDED DECEMBER 31, 2019

 

 

Dated March 30, 2020

 

 


 

GRAPHIC

 

TABLE OF CONTENTS

 

 

Page

CAUTIONARY STATEMENT

3

CORPORATE STRUCTURE

6

GENERAL DEVELOPMENT OF THE BUSINESS

10

OVERVIEW

10

THREE YEAR HISTORY

10

DESCRIPTION OF THE BUSINESS

12

EMPLOYEES

13

COMPETITIVE CONDITIONS

13

ENVIRONMENTAL PROTECTION

13

OPERATIONS

15

GOLD EQUIVALENT PRODUCTION AND SALES

16

MARKETING

16

KINROSS MINERAL RESERVES AND MINERAL RESOURCES

18

KINROSS MATERIAL PROPERTIES

27

Paracatu, Brazil

27

Kupol and Dvoinoye, Russian Federation

35

Tasiast, Mauritania

50

OTHER KINROSS PROPERTIES

58

Fort Knox and Area, Alaska, United States

58

Round Mountain, Nye County, Nevada, United States

59

Bald Mountain, White Pine County, Nevada, United States

60

La Coipa, Chile

61

Lobo-Marte, Chile

63

Maricunga, Chile

64

Chirano, Ghana

65

Chulbatkan, Russian Federation

66

RISK FACTORS

67

DIVIDEND PAYMENTS AND DIVIDEND POLICY

85

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

85

DESCRIPTION OF CAPITAL STRUCTURE

88

MARKET PRICE FOR KINROSS SECURITIES

90

RATINGS

91

DIRECTORS AND OFFICERS

92

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

97

CONFLICT OF INTEREST

97

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

98

TRANSFER AGENT AND REGISTRAR

98

MATERIAL CONTRACTS

98

INTERESTS OF EXPERTS

98

AUDIT AND RISK COMMITTEE

98

ADDITIONAL INFORMATION

100

GLOSSARY OF TECHNICAL TERMS

101

 


 


 

IMPORTANT NOTICE

ABOUT INFORMATION IN THIS ANNUAL INFORMATION FORM

 


 

Unless specifically stated otherwise in this Annual Information Form:

·                                          all dollar amounts are in U.S. dollars unless expressly stated otherwise;

·                                          information is presented as of December 31, 2019, unless expressly stated otherwise; and

·                                          references to “Kinross”, the “Company”, “its”, “our” and “we”, or related terms, refer to Kinross Gold Corporation or Kinross Gold Corporation and/or one or more or all of its subsidiaries, as may be applicable in the context.

 


 

CAUTIONARY STATEMENT

 


 

All statements, other than statements of historical fact, contained or incorporated by reference in this Annual Information Form (“AIF”) including, but not limited to, any information as to the future financial or operating performance of Kinross, constitute “forward-looking information” or “forward-looking statements” within the meaning of certain securities laws, including the provisions of the Securities Act (Ontario) and the provisions for “safe harbor” under the United States Private Securities Litigation Reform Act of 1995 and are based on expectations, estimates and projections as of the date of this AIF. Forward-looking statements contained in this AIF, include, but are not limited to, 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; mine life;  and continuous improvement initiatives;  as well as references to other possible events such as, 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, estimates and the realization of such estimates (such as mineral or gold reserves and resources or mine life), success of exploration, development and mining activities, currency fluctuations, capital requirements, project studies, mine life extensions, government regulation, permit applications and conversions, restarting suspended or disrupted operations; environmental risks and proceedings; and resolution of pending litigation. The words “advance”, “anticipate”, “assumption”, “believe”, “budget”, “consideration”, “continue”, “develop”, “enhancement”, “estimates”, “expand”, “expects”, “explore”, “extend”, “forecast”, “goal”, “focus”, “forward”, “future”, “guidance”, “indicate”, “initiative”, “intend”, “measures”, “opportunity”, “optimize”, “outlook”, “phase”, “plan”, “possible”, “potential”, “proceeding”, “progress”, “project”, “prospective”, “schedule”, “seek”, “study”, “target”, 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 AIF, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth herein and in our Management’s Discussion and Analysis (“MD&A”) for the year ended December 31, 2019 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 the operational challenges at Fort Knox and Bald Mountain resulting from excessive rainfall, which can impact costs and/or production) and other or related natural disasters, labour disruptions (including but not limited to workforce reductions), supply disruptions, power disruptions, damage to equipment, pit wall slides (in particular that the effects of the pit wall slides at Fort Knox and Round Mountain are consistent with the Company’s expectations) 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 operation of the Tasiast Phase One expansion and the development and operation of the 24k Project; operation of the SAG mill at Tasiast; land acquisitions and permitting for the construction and operation of the new tailings facility, water and power supply and continued operation of the tailings reprocessing facility at Paracatu; and the parliamentary ratification of the Chirano mining permit in a manner consistent with the Company’s expectations; (3) political and legal developments in any jurisdiction in which the Company operates being consistent with its current expectations, including,

 

3


 

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 amendments to the mining laws, and potential power rationing and tailings facility regulations in Brazil, potential amendments to water laws and/or other water use restrictions and regulatory actions in Chile, new dam safety regulations, and potential amendments to minerals and mining laws and energy levies laws, and the enforcement of labour laws in Ghana, new regulations relating to work permits, potential amendments to customs and mining laws (including but not limited to amendments to the VAT) and the pending implementation of revisions to the tax code in Mauritania,  and satisfactory resolution of the discussions with the Mauritanian government regarding the Company’s activities in Mauritania including those related to Tasiast Sud, VAT and fuel duty exonerations and the sharing of economic benefits from the operation, the European Union’s General Data Protection Regulation or similar legislation in other jurisdictions 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), and the impact of any trade tariffs being consistent with Kinross’ current expectations; (4) the completion of studies, including optimization studies, scoping studies and prefeasibility and feasibility studies, on the timelines currently expected and the results of those studies being consistent with Kinross’ current expectations including the completion of the La Coipa feasibility study and the Lobo-Marte pre-feasibility study; (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), mine plans for the Company’s mining operations, and the Company’s internal models; (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 material amendment or formal dispute (including without limitation the application of tax, customs and duties exemptions and royalties); (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 our current credit ratings consistent with the Company’s current expectations; (15) that the Brazilian power plants will operate in a manner consistent with our current expectations; (16) that drawdown of funds under the Tasiast project financing will proceed in a manner consistent with our current expectations; (17) potential direct or indirect operational impacts resulting from infectious diseases or pandemics, such as the COVID-19 outbreak; and (18) litigation and regulatory proceedings and the potential ramifications thereof being concluded in a manner consistent with the Company’s expectations (including without limitation the ongoing litigation in Chile relating to the alleged damage of wetlands and the scope of any remediation plan or other environmental obligations arising therefrom, the ongoing litigation with the Russian tax authorities regarding dividend withholding tax and the ongoing Sunnyside litigation regarding potential CERCLA liability). 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 (any other similar restrictions or penalties) now or subsequently imposed, other actions taken, by, against, in respect of or 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; reductions in the ability of the Company to transport and refine doré; 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, production royalties, 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, administrative orders 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, environmental litigation or regulatory proceedings 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

 

4


 

ratings; 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 in this AIF, including but not limited to the “Risk Factors” section hereof, are qualified by this cautionary statement 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 Analysis” section of our MD&A for the year ended December 31, 2019. 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.

 

5


 


 

CORPORATE STRUCTURE

 


 

Kinross Gold Corporation was initially created in May 1993 by the amalgamation of CMP Resources Ltd., Plexus Resources Corporation, and 1021105 Ontario Corp. In December 2000, Kinross amalgamated with LT Acquisition Inc.; in January 2005, Kinross amalgamated with its wholly-owned subsidiary, TVX Gold Inc. (“TVX”); in January 2006, it amalgamated with its wholly-owned subsidiary, Echo Bay Mines Ltd. (“Echo Bay”); and in January 2011, it amalgamated with Underworld Resources Inc. Kinross is the continuing entity resulting from these amalgamations. Kinross is governed by the Business Corporations Act (Ontario) and its registered and principal offices are located at 25 York Street, 17th Floor, Toronto, Ontario, M5J 2V5.

 

Each of Kinross’ mining operations is a separate business unit. Operations are overseen by a regional Senior Vice-President employed by Kinross or the applicable foreign subsidiary, who reports to the Company’s Chief Technical Officer. Global exploration strategies, corporate financing, tax, additional technical support services, hedging and acquisition strategies are managed centrally. Execution of site/regional operations and exploration strategies is managed locally. Kinross’ enterprise risk management programs are subject to overview by its Audit and Risk Committee of the Board of Directors (as defined below).

 

A significant portion of Kinross’ business is carried on through subsidiaries. A chart showing the names of the significant subsidiaries of Kinross, as of December 31, 2019, is set out below. All subsidiaries are 100% owned (directly or indirectly) unless otherwise noted.

 

6


 

 

 

7


 

Subsidiary Governance and Internal Controls

 

Kinross has systems of governance, internal control over financial consolidation and reporting, and disclosure controls and procedures that apply at all levels of the Company and its subsidiaries, including those that operate in emerging markets. These systems are overseen by the Company’s board of directors (the “Board of Directors”) and are implemented by the Company’s senior management, and the senior management of its subsidiaries. The relevant features of these systems include:

 

Control over Subsidiaries. All of the Company’s subsidiaries are wholly-owned or controlled unless otherwise noted. Operations are overseen by a regional Senior Vice-President or by an equivalent senior officer employed by Kinross or the applicable foreign subsidiary, who reports to the Company’s Chief Technical Officer. Kinross’ subsidiaries, including those subsidiaries in emerging markets, are located in the applicable jurisdictions. Each of the subsidiaries legally owns or controls its operating assets, and the subsidiaries’ operational decisions are localized. Kinross, as the ultimate sole shareholder, has internal policies and systems in place which provide it with visibility into the operations of its subsidiaries, including its subsidiaries operating in emerging markets, and the Company’s management team is responsible for monitoring the activities of the subsidiaries.

 

Further, the board of directors (or similar governing body) of each subsidiary is appointed by the shareholders of such subsidiary. Directors (or those holding similar positions) may be replaced at any time by a written resolution of the shareholders (or equivalent corporate action under applicable law). Through its corporate structure, Kinross has the power to directly or indirectly appoint and replace the board members of each subsidiary, including those operating in emerging markets. The boards of directors (or similar governing bodies under applicable law) of Kinross’ subsidiaries (including those operating in emerging markets) act with regard to their respective fiduciary duties in the interests of the respective subsidiaries and in accordance with applicable corporate procedures, and are also accountable to Kinross and its Board of Directors and senior management.

 

With respect to the bank accounts of subsidiaries, Kinross has internal controls that require each of the Company’s subsidiaries to notify the Company’s treasury team before opening or closing any bank accounts. Kinross’ treasury team is also responsible for generally monitoring the activity within all such bank accounts on an ongoing basis via a web-based global treasury management system and/or web-based account access provided by the applicable financial institution to the extent available.

 

Strategic Direction. While the operations of each of the Company’s subsidiaries are managed locally, certain exploration strategies, external corporate financing, tax governance, additional technical support services, hedging and acquisition strategies are established centrally by the Company’s management, and, on consideration, implemented accordingly by senior management of applicable subsidiaries under the oversight of their respective boards of directors. Each operating subsidiary is responsible for the development and execution of its own risk management programs based on the enterprise risk management process established by the Company. The subsidiaries report a summary of their respective risk registers to the Company’s management on a quarterly basis which is then aggregated and summarized for reporting to the Audit and Risk Committee of the Board of Directors.

 

Financial Reporting. Kinross prepares its consolidated financial statements and Management’s Discussion & Analysis (“MD&A”) on a quarterly and annual basis in accordance with IFRS as issued by the International Accounting Standards Board, which includes financial information and disclosures from its subsidiaries. The Company has internal controls over the preparation of its financial statements and other financial disclosures to provide reasonable assurance that its financial reporting is reliable and that the quarterly and annual financial statements and MD&A are being prepared in accordance with IFRS and applicable securities laws. These internal controls include the following:

 

(a)                                 The Company receives quarterly reporting packages from its key operating subsidiaries including financial information and disclosures required to complete the Company’s consolidated financial statements and MD&A. Those responsible for the finance function of the Company’s subsidiaries report to the Company’s management, and the Company’s

 

8


 

management has direct access to relevant financial information and finance personnel of the subsidiaries.

 

(b)                                 All public disclosure documents and financial statements relating to the Company and its subsidiaries containing material information are reviewed by senior management and approved by the Company’s disclosure committee before such material is disclosed. The disclosure committee is comprised of the Chief Financial Officer, the Chief Technical Officer and the Chief Legal Officer. With respect to quarterly reporting, including consolidated financial statements and MD&A, the disclosure committee meets to review and discuss all information prior to public disclosure. A summary of such meeting is provided to the Audit and Risk Committee by the Chief Financial Officer. The disclosure committee also receives a report on quarterly and annual sub-certifications received from senior management responsible for direct oversight of the operations of each operating subsidiary.

 

(c)                                  The primary responsibility of the Audit and Risk Committee is to oversee the Company’s financial reporting process on behalf of the Board of Directors of Kinross and to report the results of its activities to the Board of Directors.

 

(d)                                 The Audit and Risk Committee is also responsible for providing assistance to the Board of Directors in fulfilling its risk oversight responsibilities. The Audit and Risk Committee assesses the Company’s risk tolerance, the overall process for identifying the Company’s principal business and operational risks and the implementation of appropriate measures to manage and disclose such risks.

 

(e)                                  The Audit and Risk Committee reviews the Company’s quarterly and annual consolidated financial statements and MD&A and meets with senior management to discuss quarterly results, including accounting, disclosure and internal control matters. The Audit and Risk Committee recommends the quarterly and annual consolidated financial statements and MD&A to the Company’s Board of Directors for approval.

 

(f)                                   The Audit and Risk Committee receives confirmation from the Chief Executive Officer and Chief Financial Officer as to the matters addressed in the quarterly and annual certifications required under National Instrument 52-109 — Certification of Disclosure in Issuer’s Annual and Interim Filings. This confirmation is obtained from the quarterly CFO Report which provides a summary of management’s assessment and evaluation of internal control over financial reporting and disclosures control and procedures.

 

(g)                                  The Audit and Risk Committee periodically assesses and evaluates the adequacy of the procedures in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements, other than the annual and interim consolidated financial statements and related notes, MD&A, earnings releases and the AIF.

 

Pursuant to regulations adopted by the U.S. Securities and Exchange Commission, under the Sarbanes-Oxley Act of 2002 and those of the Canadian Securities Administrators, Kinross’ management evaluates the effectiveness of the design and operation of the Company’s disclosure controls and procedures and internal control over financial reporting. This evaluation is done under the supervision of, and with the participation of, the Company’s Chief Executive Officer and Chief Financial Officer.

 

These systems of corporate governance, internal control over financial reporting and disclosure controls and procedures are designed to enable, among other things, Kinross to have access to all material information about its subsidiaries, including those operating in emerging markets.

 

9


 

Fund Transfers from the Company’s Subsidiaries

 

Certain of the Company’s subsidiaries have a long history of operating in emerging markets and Kinross has not had any material issues with respect to transferring funds from, to or within emerging markets. Funds are transferred to, from or among Kinross’ subsidiaries pursuant to a variety of methods which include the following: chargeback of costs undertaken on behalf of the subsidiaries via intercompany invoices; advances and repayment of intercompany loans and related interest expenses; equity purchases; returns of capital and dividend declaration/payment by the subsidiaries. The method of transfer is dependent on the operational, financing or other arrangement established amongst Kinross and/or its applicable subsidiaries. All fund transfers from Kinross’ subsidiaries are in compliance with applicable law.

 

Records Management of the Company’s Subsidiaries

 

As required by applicable law, original copies of all corporate records are required to be maintained in the language of, and stored at the offices of, each subsidiary in the jurisdiction of incorporation. However, where practical, a duplicate set of corporate records for certain subsidiaries is maintained at Kinross’ head office in Toronto. Kinross also maintains a web-based global entity management system for recording such corporate information and documents which is regularly monitored and updated by Kinross’ corporate secretarial team and/or the regional legal teams.

 


 

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, the Russian Federation, 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.

 

Kinross’ operations and mineral reserves are impacted by, among other things, changes in metal prices. The average gold price per ounce during 2019 was approximately $1,393 ($1,268 during 2018). Kinross used a gold price of $1,200 per ounce at the end of 2019 to estimate mineral reserves.

 

Kinross’ attributable1 estimated proven and probable mineral reserves as at December 31, 2019, was 24.3 million ounces of gold and 55.7 million ounces of silver.

 

Three-Year History

 

On March 28, 2017, Kinross announced the sale of its 25% interest in the Cerro Casale project in Chile, and its 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 Kinross foregoing the first $10 million

 


1  “Attributable” includes Kinross’ share of Chirano (90%) production.

 

10


 

in royalty payments. The transaction was completed on June 9, 2017. Additionally, on closing Kinross entered into a water supply agreement with the Cerro Casale joint venture. After certain conditions are met, the agreement provides Kinross with certain rights to access, up to a fixed amount, water not required by the Cerro Casale joint venture. Kinross expects to use this water for its Chilean assets and would be responsible for the incremental capital costs to accommodate the supply of water to the Company along with its pro rata share of operating and maintenance costs.

 

On May 18, 2017, Kinross announced that it had entered into an agreement to sell its 100% interest in the White Gold exploration project in the Yukon Territory to White Gold Corp. (“White Gold”). On June 14, 2017, the Company completed the sale 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, Kinross announced an offering of $500 million principal amount of its 4.50% Senior Notes due 2027. The notes are unsecured, senior obligations of Kinross and are wholly and unconditionally guaranteed by certain of Kinross’ wholly-owned subsidiaries that are also guarantors under Kinross’ senior unsecured credit agreement. The offering was completed on July 6, 2017. Kinross used the net proceeds, along with available cash on hand, to repay its term loan, which was due August 2020.

 

On September 19, 2017, Kinross 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 CAD$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 royalty payable to Kinross that will be reduced to 1% when royalty payments have accumulated to CAD$10.0 million. The transaction was completed on November 3, 2017.

 

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 SDCA. Following completion of the transaction on March 19, 2018, MDO now holds a 100% ownership interest in the Phase 7 deposit.

 

On July 31, 2018, Kinross Brasil Mineração, a wholly-owned subsidiary of Kinross completed its transaction to acquire two hydroelectric power plants in Brazil from a subsidiary of Gerdau SA for $253.7 million.2

 

On October 2, 2018, Kinross acquired Barrick’s 50% interest in the Bald Mountain Exploration Joint Venture for consideration of $15.5 million in cash and a 1.25% net smelter royalty, giving Kinross 100% ownership of the entire Bald Mountain land package.

 

On July 25, 2019, Kinross extended the maturity date of its $1.5 billion revolving credit facility by one year to 2024, restoring a five-year term.

 

On July 31, 2019, Kinross announced that it had entered into an agreement to acquire Chulbatkan, an open-pit heap leach development project located in the Khabarovsk region of Far East Russia from N-Mining Limited (“N-Mining”) for total fixed consideration of $283 million. In addition, N-Mining received a 1.5% net smelter return royalty on future production from Chulbatkan and contingent consideration of $50 per ounce of future proven and probable reserves beyond the first 3.25 million of declared proven and probable ounces. The transaction was completed on January 16, 2020.

 


2  Based on exchange rate of 3.29 Brazilian reais to the U.S. dollar.

 

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On September 15, 2019, Kinross announced that it was proceeding with a project to incrementally increase throughput capacity at its Tasiast mine in Mauritania to 24,000 tonnes per day (“Tasiast 24k”).

 

On December 2, 2019, Kinross announced that it had entered into an agreement to sell a portfolio of precious metals royalties to Maverix Metals Inc. (“Maverix”) for total consideration of $73.9 million, which included $25 million in cash and approximately 11.2 million Maverix common shares, representing a 9.4% ownership interest in Maverix. As part of the transaction, Kinross entered into an investor rights agreement with Maverix, which among other customary terms and conditions, provided Kinross with pre-emptive rights to participate in any future equity financings to maintain its ownership position. The transaction closed on December 19, 2019.

 

On December 9, 2019, the Company sold its investment of 20,656,250 common shares of Lundin Gold Inc. to a syndicate of buyers for proceeds of $113.2 million.

 

On December 16, 2019, Tasiast Mauritanie Limited S.A. (“TMLSA”), a wholly-owned subsidiary of Kinross, announced it had entered into a definitive loan agreement for up to $300 million for its Tasiast mine in Mauritania with the IFC (a member of the World Bank Group), Export Development Canada (“EDC”), and with the participation of ING Bank and Société Générale. The eight-year loan, which is non-recourse to Kinross, matures in December 2027, with principal repayments beginning in 2022, and has a floating interest rate of LIBOR plus 4.38%.

 

On March 20, 2020, the Company drew $750 million on its $1.5 billion revolving credit facility and, as of March 30, 2020, a total of $750 million remains outstanding. The recent drawdown was done for precautionary reasons and financial planning purposes in light of the growing uncertainty due to the global response to the COVID-19 outbreak or possible impacts to the Company’s financial condition as a result of the COVID-19 pandemic (See “Risk Factors” – “Kinross may be negatively affected by an outbreak of infectious disease or pandemic”).

 


 

DESCRIPTION OF THE BUSINESS

 


 

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, the Russian Federation, West Africa and worldwide. The material properties of Kinross as of December 31, 2019 were as follows:

 

Property

 

Location

 

Property
Ownership
3

 

Paracatu

 

Brazil

 

100

%

Kupol-Dvoinoye

 

Russian Federation

 

100

%

Tasiast

 

Mauritania

 

100

%

 

In addition, as of December 31, 2019, Kinross held a 100% interest in the Fort Knox property in Alaska, United States, a 100% interest in the Round Mountain mine in Nevada, United States, a 100% interest in the Bald Mountain mine in Nevada, United States, a 100% interest in the La Coipa mine in Chile, a 90% interest in the Chirano mine in Ghana, a 100% interest in the Lobo-Marte property in Chile, a 100% interest in the Maricunga mine in Chile, a 100% interest in the Chulbatkan project in Russia and other mining properties in various stages of exploration, development, reclamation, and closure. The Company’s principal product is gold and it also produces silver as a by-product.

 

Employees

 

At December 31, 2019, Kinross and its subsidiaries employed approximately 8,970 employees. In Brazil, a new collective agreement for Paracatu was signed on March 3, 2020 and expires January 31, 2022. In Chile, there is currently a collective agreement in place for Maricunga which expires February 28, 2023, while negotiations are still underway concerning La Coipa. In Mauritania, the collective agreement signed in

 


3  The Paracatu and Tasiast properties are subject to various royalties (see “Kinross Material Properties” —“Paracatu, Brazil” and “Tasiast, Mauritania”)

 

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October 2019 is valid until December 31, 2022. In Ghana, salary negotiations for junior staff were completed with an agreement signed on February 22, 2019. Negotiations for senior staff are ongoing. In Russia, a union was registered at Kupol in February 2012, but there are currently no union members. At Dvoinoye, a union was registered in 2015, which currently has two members. Collective bargaining in Russia is not required until a majority of employees have joined the union. All of Kinross’ employees in the United States, Canada, Spain and the Netherlands are non-unionized.

 

Competitive Conditions

 

The precious metal mineral exploration and mining business is a competitive business. Kinross competes with numerous other companies and individuals in the search for and the acquisition of attractive precious metal mineral properties. The ability of Kinross to replace or increase its mineral reserves and mineral resources in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable producing properties or prospects for precious metal development or mineral exploration.

 

Environmental Protection

 

Kinross’ exploration activities and mining and processing operations are subject to the federal, state, provincial, regional and local environmental laws and regulations of the jurisdictions in which Kinross’ activities and facilities are located. For example, in the United States, Kinross is subject to a number of such laws and regulations including, without limitation: the Clean Air Act; the Clean Water Act; the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right to Know Act; the Endangered Species Act; the Federal Land Policy and Management Act; the National Environmental Policy Act; the Resource Conservation and Recovery Act; and related state laws.

 

Kinross is subject to similar laws in other jurisdictions in which it operates. In all jurisdictions in which Kinross operates, environmental licenses, permits and other regulatory approvals are required in order to engage in exploration, mining and processing, and mine closure activities. Regulatory approval of a detailed plan of operations and a comprehensive environmental impact assessment is required prior to initiating mining or processing activities or for any substantive change to previously approved plans. In all jurisdictions in which Kinross operates, specific statutory and regulatory requirements and standards must be met throughout the life of the mining or processing operations in regard to air quality, water quality, fisheries, wildlife and biodiversity protection, archaeological and cultural resources, solid and hazardous waste management and disposal, the management and transportation of hazardous chemicals, toxic substances, noise, community right-to-know, land use, and reclamation. Except as may be otherwise disclosed herein, Kinross is currently in compliance, in all material respects, with all material applicable environmental laws and regulations. Details and quantification of the Company’s reclamation and remediation obligations are set out in Note 13 of the audited consolidated financial statements of the Company for the year ended December 31, 2019.

 

As part of Kinross’ Corporate Responsibility Management System, Kinross has implemented corporate environmental governance programs including:

 

POLICY - The Corporate Safety & Sustainability Policy sets the overall expectations for maintaining environmental compliance, managing our environmental footprint, and systematic monitoring of our environmental performance. The policy assigns accountabilities to implement those expectations, which apply to all stages of exploration, development, operation and closure.

 

STANDARDS — Corporate environmental management standards provide a clear bottom line for all Kinross activities in all jurisdictions in which we carry on business. Where legal requirements are unclear, Kinross’ environmental management standards provide clear direction regarding performance expectations and minimum design and operating requirements.

 

13


 

An example of this is Kinross’ adoption of the standards outlined in the International Cyanide Management Code for the Manufacture, Transport and Use of Cyanide in the Production of Gold (the “Cyanide Code”). Kinross is a signatory to the Cyanide Code, which is administered by the International Cyanide Management Institute (the “ICMI”). The ICMI is an independent body that was established by a multi-stakeholder group under the guidance of the United Nations Environmental Program. The ICMI established operating standards for cyanide manufacturers, transporters and mines and provides for third party certification of facilities’ compliance with the Cyanide Code. All Kinross operations have either already been certified as compliant with the Cyanide Code or are in the process of being certified.

 

AUDITS - Comprehensive safety & sustainability audits are conducted at all operations and at selected residual properties on a triennial basis. The audit program assesses compliance with applicable legal requirements, measures effectiveness of management systems, and includes procedures to ensure timely follow-up on audit findings. Audit topics for detailed review are based on site-specific risks.

 

METRICS - Kinross has identified operational parameters that are key indicators of environmental performance, and measures these indicators on a regular basis. The Company tracks an index of these key performance indicators and sets performance targets to encourage continuous environmental improvement.

 

ENGINEERING - To effectively manage environmental risk, programs are in place to assess the management and stability of tailings and other engineered facilities. They include detailed water balance accounting, to assure sufficient storage capacity, and effective operational procedures. Every Kinross operation has a tailings or heap management plan in place, and tailings facilities are the subject of periodic review by independent experts. In addition, Kinross performs periodic assessments of engineered systems to assure adequate systems are in place to minimize or eliminate environmental risks.

 

RECLAMATION - Kinross recognizes its responsibility to manage the environmental change associated with its operations, and requires all sites to develop and maintain reclamation and closure plans to address the Company’s reclamation and closure obligations in accordance with applicable local regulations and Kinross’ corporate environmental management standards.

 

The results of these programs have been recognized by others within and outside the mining industry. Examples of significant recognition of Kinross’ efforts are listed on Kinross’ website at www.kinross.com.

 

14


 

Operations

 

Kinross’ total attributable production in 2019 was derived from the mines in the Americas (56%), West Africa (23%) and the Russian Federation (21%). The following shows the location of Kinross’ properties as of the date hereof.

 

 

15


 

Gold Equivalent Production and Sales

 

The following table summarizes total attributable production and sales from continuing operations by Kinross in the last three years:

 

 

 

Years ended December 31,

 

 

 

2019

 

2018

 

2017

 

 

 

 

 

 

 

 

 

Gold equivalent production — ounces

 

2,507,659

 

2,452,398

 

2,673,533

 

 

 

 

 

 

 

 

 

Gold equivalent sales — ounces

 

2,492,572

 

2,510,419

 

2,596,754

 

 

Included in gold equivalent production and sales is silver production and sales, as applicable, converted into gold production using a ratio of the average spot market prices of gold and silver for each of the three comparative years. The ratios were 85.99:1 in 2019, 80.74:1 in 2018 and 73.72:1 in 2017.

 

The following table sets forth the total attributable gold equivalent production (in ounces) reflective of Kinross’ interest in each of its operating assets during the last three years:

 

 

 

2019

 

2018

 

2017

 

Americas:

 

 

 

 

 

 

 

Fort Knox

 

200,263

 

255,569

 

381,115

 

Round Mountain

 

361,664

 

385,601

 

436,932

 

Bald Mountain

 

187,961

 

284,646

 

282,715

 

Kettle River — Buckhorn4

 

 

 

76,570

 

Paracatu

 

619,563

 

521,575

 

359,959

 

Maricunga

 

38,601

 

60,066

 

91,127

 

Total

 

1,408,052

 

1,507,457

 

1,628,418

 

 

 

 

 

 

 

 

 

West Africa:

 

 

 

 

 

 

 

Tasiast

 

391,097

 

250,965

 

243,240

 

Chirano5

 

181,167

 

204,029

 

221,424

 

Total

 

572,264

 

454,994

 

464,664

 

 

 

 

 

 

 

 

 

Russian Federation:

 

 

 

 

 

 

 

Kupol-Dvoinoye

 

527,343

 

489,947

 

580,451

 

 

Marketing

 

Gold is a metal that is traded on world markets, with benchmark prices generally based on the London market. Gold has two principal uses: product fabrication and bullion investment. Fabricated gold has a wide variety of end uses, including jewelry manufacture (the largest fabrication component), electronics,

 


4  Kettle River — Buckhorn ceased production in 2017.

5  Represents Kinross’ 90% ownership interest.

 

16


 

dentistry, industrial and decorative uses, medals, medallions, and official coins. Gold bullion is held primarily as a store of value and a safeguard against devaluation of paper assets denominated in fiat currencies. Kinross sells all of its refined gold to banks, bullion dealers, and refiners. In 2019, sales from operations to its top three customers totaled $517.3 million, $397.8 million, and $355.0 million respectively, for an aggregate of $1,270.1 million. In 2018, sales from operations to its top three customers totaled $505.1 million, $376.3 million, and $360.8 million respectively, for an aggregate of $1,242.2 million. Due to the size of the bullion market and the above ground inventory of bullion, activities by Kinross will generally not influence gold prices. Kinross believes that the loss of any of these customers would have no material adverse impact on Kinross because of the active worldwide market for gold.

 

The following table sets forth for the years indicated the high and low London Bullion Market afternoon fix prices for gold:

 

Year

 

High

 

Low

 

Average

 

2009

 

$

1,212.50

 

$

810.00

 

$

972.35

 

2010

 

$

1,421.00

 

$

1,058.00

 

$

1,224.52

 

2011

 

$

1,895.00

 

$

1,319.00

 

$

1,570.25

 

2012

 

$

1,791.75

 

$

1,540.00

 

$

1,668.98

 

2013

 

$

1,693.75

 

$

1,192.00

 

$

1,411.23

 

2014

 

$

1,385.00

 

$

1,142.00

 

$

1,266.40

 

2015

 

$

1,295.75

 

$

1,049.40

 

$

1,160.06

 

2016

 

$

1,366.25

 

$

1,077.00

 

$

1,250.80

 

2017

 

$

1,346.25

 

$

1,151.00

 

$

1,257.15

 

2018

 

$

1,354.95

 

$

1,178.40

 

$

1,268.49

 

2019

 

$

1,546.10

 

$

1,269.50

 

$

1,392.60

 

 

17


 

Kinross Mineral Reserves and Mineral Resources

 

Definitions

 

The estimated mineral reserves and mineral resources for Kinross’ properties have been calculated in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) — Definitions Adopted by CIM Council on May 10, 2014 (the “CIM Standards”) which are incorporated in the Canadian Securities Administrators’ National Instrument 43-101 Standards of Disclosure for Mineral Projects. The following definitions are reproduced from the CIM Standards:

 

A Mineral Resource is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.

 

An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

 

An Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve.

 

A Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.

 

A Mineral Reserve is the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a Mineral Reserve must be demonstrated by a Pre-Feasibility Study or Feasibility Study.

 

A Probable Mineral Reserve is the economically mineable part of an Indicated Mineral Reserve, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve. The qualified person(s) may elect, to convert Measured Mineral Resources to Probable Mineral Reserves if the confidence in the Modifying Factors is lower than that applied to a Proven Mineral Reserve. Probable Mineral Reserve estimates must be demonstrated to be economic, at the time of reporting, by at least a Pre-Feasibility Study.

 

A Proven Mineral Reserve is the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors. Application of the Proven Mineral Reserve category implies that the qualified person has the highest degree of confidence in

 

18


 

the estimate with the consequent expectation in the minds of the readers of the report. The term should be restricted to that part of the deposit where production planning is taking place and for which any variation in the estimate would not significantly affect the potential economic viability of the deposit. Proven Mineral Reserve estimates must be demonstrated to be economic, at the time of reporting, by at least a Pre-Feasibility Study. Within the CIM Standards, the term Proved Mineral Reserve is an equivalent term to a Proven Mineral Reserve.

 

Modifying Factors are considerations used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.

19


 

Mineral Reserve and Mineral Resource Estimates

 

The following tables set forth the estimated mineral reserves and mineral resources attributable to interests held by Kinross for each of its properties:

 

MINERAL RESERVE AND MINERAL RESOURCE STATEMENT

GOLD

PROVEN AND PROBABLE MINERAL RESERVES    (1,3,4,5,6,8)

Kinross Gold Corporation’s Share at December 31, 2019

 

 

 

 

 

Kinross 

 

Proven

 

Probable

 

Proven and Probable

 

 

 

Location

 

Interest

 

Tonnes

 

Grade

 

Ounces

 

Tonnes

 

Grade

 

Ounces

 

Tonnes

 

Grade

 

Ounces

 

 

 

 

 

(%)

 

(kt)

 

(g/t)

 

(koz)

 

(kt)

 

(g/t)

 

(koz)

 

(kt)

 

(g/t)

 

(koz)

 

NORTH AMERICA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bald Mountain

 

USA

 

100.0

%

0

 

0.0

 

0

 

63,999

 

0.6

 

1,277

 

63,999

 

0.6

 

1,277

 

Fort Knox

 

USA

 

100.0

%

43,982

 

0.4

 

541

 

211,828

 

0.3

 

2,260

 

255,810

 

0.3

 

2,801

 

Round Mountain

 

USA

 

100.0

%

11,101

 

0.4

 

159

 

89,737

 

0.8

 

2,262

 

100,838

 

0.7

 

2,421

 

SUBTOTAL

 

 

 

 

 

55,083

 

0.4

 

700

 

365,564

 

0.5

 

5,799

 

420,647

 

0.5

 

6,499

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SOUTH AMERICA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

La Coipa

8

Chile

 

100.0

%

368

 

0.5

 

5

 

14,398

 

1.6

 

763

 

14,766

 

1.6

 

768

 

Paracatu

 

Brazil

 

100.0

%

549,669

 

0.4

 

7,705

 

28,354

 

0.4

 

355

 

578,023

 

0.4

 

8,060

 

SUBTOTAL

 

 

 

 

 

550,037

 

0.4

 

7,710

 

42,752

 

0.8

 

1,118

 

592,789

 

0.5

 

8,828

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AFRICA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chirano

 

Ghana

 

90.0

%

1,550

 

1.2

 

58

 

5,878

 

2.5

 

470

 

7,428

 

2.2

 

528

 

Tasiast

 

Mauritania

 

100.0

%

46,561

 

1.4

 

2,103

 

69,280

 

2.1

 

4,680

 

115,841

 

1.8

 

6,783

 

SUBTOTAL

 

 

 

 

 

48,111

 

1.4

 

2,161

 

75,158

 

2.1

 

5,150

 

123,269

 

1.8

 

7,311

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RUSSIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dvoinoye

 

Russia

 

100.0

%

1,574

 

5.0

 

252

 

250

 

10.4

 

84

 

1,824

 

5.7

 

336

 

Kupol

 

Russia

 

100.0

%

772

 

8.3

 

207

 

4,279

 

8.3

 

1,146

 

5,051

 

8.3

 

1,353

 

SUBTOTAL

 

 

 

 

 

2,346

 

6.1

 

459

 

4,529

 

8.4

 

1,230

 

6,875

 

7.6

 

1,689

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL GOLD

 

 

 

 

 

655,577

 

0.5

 

11,030

 

488,003

 

0.8

 

13,297

 

1,143,580

 

0.7

 

24,327

 

 

MINERAL RESERVE AND MINERAL RESOURCE STATEMENT

SILVER

PROVEN AND PROBABLE MINERAL RESERVES   (1,3,4,5,6,8)

Kinross Gold Corporation’s Share at December 31, 2019

 

 

 

 

 

Kinross 

 

Proven

 

Probable

 

Proven and Probable

 

 

 

Location

 

Interest

 

Tonnes

 

Grade

 

Ounces

 

Tonnes

 

Grade

 

Ounces

 

Tonnes

 

Grade

 

Ounces

 

 

 

 

 

(%)

 

(kt)

 

(g/t)

 

(koz)

 

(kt)

 

(g/t)

 

(koz)

 

(kt)

 

(g/t)

 

(koz)

 

NORTH AMERICA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Round Mountain

 

USA

 

100.0

%

0

 

0.0

 

0

 

8,171

 

6.2

 

1,622

 

8,171

 

6.2

 

1,622

 

SUBTOTAL

 

 

 

 

 

0

 

0.0

 

0

 

8,171

 

6.2

 

1,622

 

8,171

 

6.2

 

1,622

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SOUTH AMERICA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

La Coipa

8

Chile

 

100.0

%

368

 

55.8

 

659

 

14,398

 

79.8

 

36,946

 

14,766

 

79.2

 

37,605

 

SUBTOTAL

 

 

 

 

 

368

 

55.8

 

659

 

14,398

 

79.8

 

36,946

 

14,766

 

79.2

 

37,605

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RUSSIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dvoinoye

 

Russia

 

100.0

%

1,574

 

9.1

 

460

 

250

 

15.9

 

128

 

1,824

 

10.0

 

588

 

Kupol

 

Russia

 

100.0

%

772

 

82.6

 

2,049

 

4,279

 

100.2

 

13,789

 

5,051

 

97.5

 

15,838

 

SUBTOTAL

 

 

 

 

 

2,346

 

33.3

 

2,509

 

4,529

 

95.6

 

13,917

 

6,875

 

74.3

 

16,426

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL SILVER

 

 

 

 

 

2,714

 

36.3

 

3,168

 

27,098

 

60.2

 

52,485

 

29,812

 

58.1

 

55,653

 

 

20


 

Measured and Indicated Mineral Resources

 

MINERAL RESERVE AND MINERAL RESOURCE STATEMENT

GOLD

MEASURED AND INDICATED MINERAL RESOURCES     (2,3,4,5,6,7,8,9)

Kinross Gold Corporation’s Share at December 31, 2019

 

 

 

 

 

Kinross

 

Measured

 

Indicated

 

Measured and Indicated

 

 

 

Location

 

Interest

 

Tonnes

 

Grade

 

Ounces

 

Tonnes

 

Grade

 

Ounces

 

Tonnes

 

Grade

 

Ounces

 

 

 

 

 

(%)

 

(kt)

 

(g/t)

 

(koz)

 

(kt)

 

(g/t)

 

(koz)

 

(kt)

 

(g/t)

 

(koz)

 

NORTH AMERICA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bald Mountain

 

USA

 

100.0

%

8,556

 

0.8

 

232

 

189,548

 

0.6

 

3,630

 

198,104

 

0.6

 

3,862

 

Fort Knox

 

USA

 

100.0

%

6,670

 

0.4

 

80

 

170,063

 

0.4

 

1,946

 

176,733

 

0.4

 

2,026

 

Kettle River

 

USA

 

100.0

%

0

 

0.0

 

0

 

575

 

8.8

 

162

 

575

 

8.8

 

162

 

Round Mountain

 

USA

 

100.0

%

0

 

0.0

 

0

 

119,470

 

0.7

 

2,834

 

119,470

 

0.7

 

2,834

 

SUBTOTAL

 

 

 

 

 

15,226

 

0.6

 

312

 

479,656

 

0.6

 

8,572

 

494,882

 

0.6

 

8,884

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SOUTH AMERICA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

La Coipa

8

Chile

 

100.0

%

2,611

 

2.2

 

186

 

13,388

 

1.8

 

769

 

15,999

 

1.9

 

955

 

Lobo Marte

 

Chile

 

100.0

%

0

 

0.0

 

0

 

222,509

 

1.1

 

8,190

 

222,509

 

1.1

 

8,190

 

Maricunga

 

Chile

 

100.0

%

35,908

 

0.8

 

937

 

209,097

 

0.7

 

4,492

 

245,005

 

0.7

 

5,429

 

Paracatu

 

Brazil

 

100.0

%

181,341

 

0.3

 

2,001

 

163,562

 

0.4

 

2,072

 

344,903

 

0.4

 

4,073

 

SUBTOTAL

 

 

 

 

 

219,860

 

0.4

 

3,124

 

608,556

 

0.8

 

15,523

 

828,416

 

0.7

 

18,647

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AFRICA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chirano

 

Ghana

 

90.0

%

4,850

 

2.0

 

306

 

8,197

 

2.3

 

618

 

13,047

 

2.2

 

924

 

Tasiast

 

Mauritania

 

100.0

%

4,465

 

0.7

 

104

 

64,854

 

1.2

 

2,530

 

69,319

 

1.2

 

2,634

 

SUBTOTAL

 

 

 

 

 

9,315

 

1.4

 

410

 

73,051

 

1.3

 

3,148

 

82,366

 

1.3

 

3,558

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RUSSIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chulbatkan

9

Russia

 

100.0

%

0

 

0.0

 

0

 

87,039

 

1.4

 

3,908

 

87,039

 

1.4

 

3,908

 

Dvoinoye

 

Russia

 

100.0

%

5

 

5.9

 

1

 

34

 

12.7

 

14

 

39

 

11.8

 

15

 

Kupol

 

Russia

 

100.0

%

260

 

9.7

 

82

 

1,685

 

7.6

 

414

 

1,945

 

7.9

 

496

 

SUBTOTAL

 

 

 

 

 

265

 

9.7

 

83

 

88,758

 

1.5

 

4,336

 

89,023

 

1.5

 

4,419

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL GOLD

 

 

 

 

 

244,666

 

0.5

 

3,929

 

1,250,021

 

0.8

 

31,579

 

1,494,687

 

0.7

 

35,508

 

 

MINERAL RESERVE AND MINERAL RESOURCE STATEMENT

SILVER

MEASURED AND INDICATED MINERAL RESOURCES     (2,3,4,5,6,7,8)

Kinross Gold Corporation’s Share at December 31, 2019

 

 

 

 

 

Kinross 

 

Measured

 

Indicated

 

Measured and Indicated

 

 

 

Location

 

Interest

 

Tonnes

 

Grade

 

Ounces

 

Tonnes

 

Grade

 

Ounces

 

Tonnes

 

Grade

 

Ounces

 

 

 

 

 

(%)

 

(kt)

 

(g/t)

 

(koz)

 

(kt)

 

(g/t)

 

(koz)

 

(kt)

 

(g/t)

 

(koz)

 

NORTH AMERICA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Round Mountain

 

USA

 

100.0

%

0

 

0.0

 

0

 

4,513

 

7.8

 

1,135

 

4,513

 

7.8

 

1,135

 

SUBTOTAL

 

 

 

 

 

0

 

0.0

 

0

 

4,513

 

7.8

 

1,135

 

4,513

 

7.8

 

1,135

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SOUTH AMERICA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

La Coipa

8

Chile

 

100.0

%

2,611

 

37.8

 

3,174

 

13,388

 

55.4

 

23,828

 

15,999

 

52.5

 

27,002

 

SUBTOTAL

 

 

 

 

 

2,611

 

37.8

 

3,174

 

13,388

 

55.4

 

23,828

 

15,999

 

52.5

 

27,002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RUSSIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dvoinoye

 

Russia

 

100.0

%

5

 

7.0

 

1

 

34

 

11.7

 

13

 

39

 

11.0

 

14

 

Kupol

 

Russia

 

100.0

%

260

 

135.6

 

1,135

 

1,685

 

102.0

 

5,526

 

1,945

 

106.5

 

6,661

 

SUBTOTAL

 

 

 

 

 

265

 

133.1

 

1,136

 

1,719

 

100.2

 

5,539

 

1,984

 

104.6

 

6,675

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL SILVER

 

 

 

 

 

2,876

 

46.6

 

4,310

 

19,620

 

48.4

 

30,502

 

22,496

 

48.1

 

34,812

 

 

21


 

Inferred Mineral Resources

 

MINERAL RESERVE AND MINERAL RESOURCE STATEMENT

GOLD

INFERRED MINERAL RESOURCES    (2,3,4,5,6,7,8,9)

 

Kinross Gold Corporation’s Share at December 31, 2019

 

 

 

 

 

 

Kinross

 

Inferred

 

 

 

Location

 

Interest

 

Tonnes

 

Grade

 

Ounces

 

 

 

 

 

(%)

 

(kt)

 

(g/t)

 

(koz)

 

NORTH AMERICA

 

 

 

 

 

 

 

 

 

 

 

Bald Mountain

 

USA

 

100.0

%

47,936

 

0.5

 

808

 

Fort Knox

 

USA

 

100.0

%

86,054

 

0.3

 

774

 

Kettle River

 

USA

 

100.0

%

310

 

8.6

 

85

 

Round Mountain

 

USA

 

100.0

%

54,217

 

0.6

 

1,072

 

SUBTOTAL

 

 

 

 

 

188,517

 

0.5

 

2,739

 

 

 

 

 

 

 

 

 

 

 

 

 

SOUTH AMERICA

 

 

 

 

 

 

 

 

 

 

 

La Coipa

8

Chile

 

100.0

%

2,084

 

1.5

 

101

 

Lobo Marte

 

Chile

 

100.0

%

9,637

 

0.7

 

207

 

Maricunga

 

Chile

 

100.0

%

53,133

 

0.6

 

1,044

 

Paracatu

 

Brazil

 

100.0

%

47,267

 

0.2

 

368

 

SUBTOTAL

 

 

 

 

 

112,121

 

0.5

 

1,720

 

 

 

 

 

 

 

 

 

 

 

 

 

AFRICA

 

 

 

 

 

 

 

 

 

 

 

Chirano

 

Ghana

 

90.0

%

6,165

 

2.2

 

443

 

Tasiast

 

Mauritania

 

100.0

%

5,478

 

2.0

 

353

 

SUBTOTAL

 

 

 

 

 

11,643

 

2.1

 

796

 

 

 

 

 

 

 

 

 

 

 

 

 

RUSSIA

 

 

 

 

 

 

 

 

 

 

 

Chulbatkan

9

Russia

 

100.0

%

2,517

 

1.0

 

79

 

Dvoinoye

 

Russia

 

100.0

%

49

 

26.8

 

43

 

Kupol

 

Russia

 

100.0

%

1,520

 

10.0

 

489

 

SUBTOTAL

 

 

 

 

 

4,086

 

4.6

 

611

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL GOLD

 

 

 

 

 

316,367

 

0.6

 

5,866

 

 

MINERAL RESERVE AND MINERAL RESOURCE STATEMENT

SILVER

INFERRED MINERAL RESOURCES     (2,3,4,5,6,7,8)

 

Kinross Gold Corporation’s Share at December 31, 2019

 

 

 

 

 

 

Kinross 

 

Inferred

 

 

 

Location

 

Interest

 

Tonnes

 

Grade

 

Ounces

 

 

 

 

 

(%)

 

(kt)

 

(g/t)

 

(koz)

 

NORTH AMERICA

 

 

 

 

 

 

 

 

 

 

 

Round Mountain

 

USA

 

100.0

%

755

 

2.9

 

71

 

SUBTOTAL

 

 

 

 

 

755

 

2.9

 

71

 

 

 

 

 

 

 

 

 

 

 

 

 

SOUTH AMERICA

 

 

 

 

 

 

 

 

 

 

 

La Coipa

8

Chile

 

100.0

%

2,084

 

43.1

 

2,890

 

SUBTOTAL

 

 

 

 

 

2,084

 

43.1

 

2,890

 

 

 

 

 

 

 

 

 

 

 

 

 

RUSSIA

 

 

 

 

 

 

 

 

 

 

 

Dvoinoye

 

Russia

 

100.0

%

49

 

23.0

 

37

 

Kupol

 

Russia

 

100.0

%

1,520

 

135.4

 

6,615

 

SUBTOTAL

 

 

 

 

 

1,569

 

131.8

 

6,652

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL SILVER

 

 

 

 

 

4,408

 

67.8

 

9,613

 

 

22


 

Stockpiles

 

The following table reflects proven mineral reserves and measured resources attributable to Kinross’ ownership interest in stockpiles at the identified properties:

 

MINERAL RESERVE AND MINERAL RESOURCE STATEMENT

STOCKPILE INVENTORY (INCLUDED IN PROVEN AND PROBABLE MINERAL RESERVES)

Kinross Gold Corporation’s Share at December 31, 2019

 

 

 

 

 

Kinross 

 

Proven

 

Probable

 

Proven and Probable

 

 

 

Location

 

Interest

 

Tonnes

 

Grade

 

Ounces

 

Tonnes

 

Grade

 

Ounces

 

Tonnes

 

Grade

 

Ounces

 

 

 

 

 

(%)

 

(kt)

 

(g/t)

 

(koz)

 

(kt)

 

(g/t)

 

(koz)

 

(kt)

 

(g/t)

 

(koz)

 

GOLD

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chirano Stockpile

 

Ghana

 

90.0

%

1,140

 

1.0

 

35

 

 

 

 

1,140

 

1.0

 

35

 

Dvoinoye Stockpile

 

Russia

 

100.0

%

1,414

 

4.7

 

212

 

 

 

 

1,414

 

4.7

 

212

 

Fort Knox Stockpile

 

USA

 

100.0

%

2,007

 

0.3

 

21

 

 

 

 

2,007

 

0.3

 

21

 

Kupol Stockpile

 

Russia

 

100.0

%

241

 

6.3

 

49

 

 

 

 

241

 

6.3

 

49

 

La Coipa Stockpile

8

Chile

 

100.0

%

327

 

0.3

 

4

 

 

 

 

327

 

0.3

 

4

 

Paracatu Stockpile

 

Brazil

 

100.0

%

30,735

 

0.3

 

278

 

 

 

 

30,735

 

0.3

 

278

 

Round Mountain Stockpile

 

USA

 

100.0

%

11,101

 

0.4

 

159

 

 

 

 

11,101

 

0.4

 

159

 

Tasiast Stockpile

 

Mauritania

 

100.0

%

26,914

 

1.0

 

885

 

 

 

 

26,914

 

1.0

 

885

 

TOTAL

 

 

 

 

 

73,879

 

0.7

 

1,643

 

 

 

 

73,879

 

0.7

 

1,643

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SILVER

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dvoinoye Stockpile

 

Russia

 

100.0

%

1,414

 

9.0

 

410

 

 

 

 

1,414

 

9.0

 

410

 

Kupol Stockpile

 

Russia

 

100.0

%

241

 

76.6

 

593

 

 

 

 

241

 

76.6

 

593

 

La Coipa Stockpile

8

Chile

 

100.0

%

327

 

25.5

 

268

 

 

 

 

327

 

25.5

 

268

 

TOTAL

 

 

 

 

 

1,982

 

19.9

 

1,271

 

 

 

 

1,982

 

19.9

 

1,271

 

 

MINERAL RESERVE AND MINERAL RESOURCE STATEMENT

STOCKPILE INVENTORY (INCLUDED IN INFERRED MINERAL RESOURCES)

Kinross Gold Corporation’s Share at December 31, 2019

 

 

 

 

 

Kinross

 

Inferred

 

 

 

Location

 

Interest

 

Tonnes

 

Grade

 

Ounces

 

 

 

 

 

(%)

 

(kt)

 

(g/t)

 

(koz)

 

GOLD

 

 

 

 

 

 

 

 

 

 

 

Maricunga Stockpile

 

Chile

 

100.0

%

7,106

 

0.4

 

98

 

Paracatu Stockpile

 

Brazil

 

100.0

%

47,159

 

0.2

 

367

 

TOTAL

 

 

 

 

 

54,265

 

0.3

 

465

 

 


Notes — 2019 Kinross Mineral Reserve & Resource Statements

 

(1) Unless otherwise noted, the Company’s mineral reserves are estimated using appropriate cut-off grades based on an assumed gold price of $1,200 per ounce and a silver price of $17.00 per ounce. Mineral reserves are estimated using appropriate process recoveries, operating costs and mine plans that are unique to each property and include estimated allowances for dilution and mining recovery. Mineral reserve estimates are reported in contained units and are estimated based on the following foreign exchange rates:

 

Russian Rouble to $60

Chilean Peso to $650

Brazilian Real to $3.50

Ghanaian Cedi to $5.00

Mauritanian Ouguiya to $35

 

(2) Unless otherwise noted, the Company’s mineral resources are estimated using appropriate cut-off grades based on a gold price of $1,400 per ounce and a silver price of $20.00 per ounce. Foreign exchange rates for estimating mineral resources were the same as for mineral reserves.

 

(3) The Company’s mineral reserve and mineral resource estimates as at December 31, 2019 are classified in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) “CIM Definition Standards - For Mineral Resources and Mineral Reserves” adopted by the CIM Council (as amended, the “CIM Definition Standards”) in accordance with the requirements of National Instrument 43-101 “Standards of Disclosure for Mineral Projects” (“NI 43-

 

23


 

101”). Mineral reserve and mineral resource estimates reflect the Company’s reasonable expectation that all necessary permits and approvals will be obtained and maintained.

 

(4) Cautionary note to U.S. Investors concerning estimates of mineral reserves and mineral resources. These estimates have been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States’ securities laws. The terms “mineral reserve”, “proven mineral reserve”,  “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are Canadian mining terms as defined in accordance with NI 43-101 and the CIM Definition Standards. These definitions differ materially from the definitions in the United States Securities and Exchange Commission (“SEC”) SEC Industry Guide 7 under the United States Securities Act of 1933, as amended. Under SEC Industry Guide 7, a “final” or “bankable” feasibility study is required to report mineral reserves, the three-year historical average price is used in any mineral reserve or cash flow analysis to designate mineral reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in NI 43-101 and recognized by Canadian securities laws but are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be upgraded to SEC Industry Guide 7 mineral reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever by upgraded to a higher category. Under Canadian securities laws, estimates of “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies, except in rare cases. U.S. investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.

 

The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the Securities Exchange Act of 1934 (“Exchange Act”). These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) and, following a two-year transition period,the SEC Modernization Rules will replace the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7. Following the transition period, as a foreign private issuer that files its annual report on Form 40-F with the SEC pursuant to the multi-jurisdictional disclosure system, the Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Definition Standards. If the Company ceases to be a foreign private issuer or lose its eligibility to file its annual report on Form 40-F pursuant to the multi-jurisdictional disclosure system, then the Company will be subject to the SEC Modernization Rules which differ from the requirements of NI 43-101 and the CIM Definition Standards. The SEC Modernization Rules include the adoption of terms describing mineral reserves and mineral resources that are “substantially similar” to the corresponding terms under the CIM Definition Standards. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”. In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding CIM Definitions. U.S. investors are cautioned that while the above terms are “substantially similar” to CIM Definitions, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules. U.S. investors are also cautioned that while the SEC will now recognize “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”, investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to its existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any measured mineral resources, indicated mineral resources, or inferred mineral resources that the Company reports are or will be economically or legally mineable. Further, “inferred mineral resources” have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, U.S. investors are also cautioned not to assume that all or any part of the “inferred mineral resources” exist. Under Canadian securities laws, estimates of “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies, except in rare cases. For the above reasons, the mineral reserve and mineral resource estimates and related information in this AIF 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 securities laws and the rules and regulations thereunder.

 

(5) The Company’s mineral resource and mineral reserve estimates were prepared under the supervision of and verified by Mr. John Sims, an officer of Kinross, who is a qualified person as defined by NI 43-101.

 

(6) The Company’s normal data verification procedures have been used in collecting, compiling, interpreting and processing the data used to estimate mineral reserves and mineral resources. Independent data verification has not been performed.

 

(7) Mineral resources that are not mineral reserves do not have to demonstrate economic viability. Mineral resources are subject to infill drilling, permitting, mine planning, mining dilution and recovery losses, among other things, to be converted into mineral reserves. Due to the uncertainty associated with inferred mineral resources, it cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to indicated or measured mineral resources, including as a result of continued exploration.

 

(8) Includes mineral resources from the Puren deposit in which the Company holds a 65% interest.

 

(9) Chulbatkan was acquired by Kinross effective January 16, 2020.

 

24


 

The following table summarizes the assumptions used in estimating mineral reserves, including average process recovery, cut-off grade assumptions, the foreign exchange rate into U.S. dollars, unit cost per tonne, and reserve drill spacing.

 

 

 

Average

 

2019

 

Unit

 

 

Process

 

Cutoff Grade(s)

 

Cost

Property

 

Recovery (%)

 

(g/t Au)

 

(U.S. $/tonne)

Bald Mountain

 

36% to 81%

 

0.18 to 0.46

 

$4.30 to $5.52

Fort Knox and Area

 

69% to 82%

 

0.11 to 0.38

 

$2.32 to $9.97

Round Mountain and Area

 

7% to 72%

 

0.19 to 1.10

 

$2.58 to $8.16

Paracatu

 

82%

 

0.18

 

$7.73

Chirano

 

92%

 

1.66

 

$50.40

Tasiast

 

93%

 

0.70

 

$24.50

Dvoinoye

 

94%

 

4.8 to 6.1

 

$89 to $164

Kupol

 

91%

 

5 g/t AuEq6

 

$64 to $170

 

SILVER

 

(g/t Ag)

Round Mountain and Area

 

7 to 42% (Gold Hill)

 

Included as AuEq7

 

$2.58 to $8.16

Dvoinoye

 

81%

 

n/a

 

$89 to $164

Kupol

 

82%

 

Included as AuEq8

 

$64 to $170

 


6  Cut-Off Grade at Kupol is applied on a gold equivalent basis, using a silver to gold price ratio of 0.0142.

7  Cut-Off Grade at Round Mountain and Area is applied on a gold equivalent basis, using a silver to gold price ratio of 0.0142. The ratio of silver to gold recovery is also used at Round Mountain and Area, and varies by ore type.

8  Cut-Off Grade at Kupol is applied on a gold equivalent basis, using a silver to gold price ratio of 0.0142.

 

25


 

Reserve reconciliation is shown in the following tables:

 

2018 - 2019 Reserve Reconciliation

 

Gold Reserves (Proven and Probable)

 

 

 

Kinross 
Interest
(%)

 

2018 Gold
Reserves
(koz)

 

Production
Depletion
(koz)

 

Exploration/
Engineering Change
(koz)

 

M&A/Divestiture
Change
(koz)

 

Reserve
Growth
or Depletion

 

2019 Gold
Reserves
(koz)

 

NORTH AMERICA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bald Mountain

 

100.0

%

1,347

 

(173

)

102

 

0

 

(70

)

1,277

 

Fort Knox

 

100.0

%

3,036

 

(258

)

23

 

0

 

(235

)

2,801

 

Round Mountain

 

100.0

%

2,668

 

(264

)

17

 

0

 

(247

)

2,421

 

SUBTOTAL

 

 

 

7,051

 

(695

)

142

 

0

 

(552

)

6,499

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SOUTH AMERICA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

La Coipa

 

100.0

%

845

 

0

 

(77

)

0

 

(77

)

768

 

Paracatu

 

100.0

%

7,938

 

(705

)

828

 

0

 

122

 

8,060

 

SUBTOTAL

 

 

 

8,783

 

(705

)

751

 

0

 

45

 

8,828

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AFRICA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chirano

 

90.0

%

415

 

(207

)

320

 

0

 

113

 

528

 

Tasiast

 

100.0

%

7,440

 

(424

)

(233

)

0

 

(657

)

6,783

 

SUBTOTAL

 

 

 

7,855

 

(631

)

87

 

0

 

(544

)

7,311

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RUSSIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dvoinoye

 

100.0

%

462

 

(136

)

10

 

0

 

(126

)

336

 

Kupol

 

100.0

%

1,370

 

(344

)

327

 

0

 

(17

)

1,353

 

SUBTOTAL

 

 

 

1,832

 

(480

)

337

 

0

 

(143

)

1,689

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL GOLD

 

 

 

25,521

 

(2,511

)

1,317

 

0

 

(1,194

)

24,327

 

 

Silver Reserves

 

 

 

Kinross
Interest
(%)

 

2018 Silver
Reserves
(koz)

 

Production
Depletion
(koz)

 

Exploration/
Engineering Change
(koz)

 

M&A/Divestiture
Change
(koz)

 

Reserve
Growth or
Depletion

 

2019 Silver
Reserves
(koz)

 

NORTH AMERICA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Round Mountain

 

100.0

%

1,669

 

(207

)

160

 

0

 

(47

)

1,622

 

SUBTOTAL

 

 

 

1,669

 

(207

)

160

 

0

 

(47

)

1,622

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SOUTH AMERICA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

La Coipa

 

100.0

%

36,379

 

0

 

1,226

 

0

 

1,226

 

37,605

 

SUBTOTAL

 

 

 

36,379

 

0

 

1,226

 

0

 

1,226

 

37,605

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RUSSIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dvoinoye

 

100.0

%

771

 

(183

)

(1

)

0

 

(183

)

588

 

Kupol

 

100.0

%

15,102

 

(3,353

)

4,089

 

0

 

736

 

15,838

 

SUBTOTAL

 

 

 

15,873

 

(3,536

)

4,088

 

0

 

553

 

16,426

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL SILVER

 

 

 

53,921

 

(3,743

)

5,474

 

0

 

1,732

 

55,653

 

 

Note: Mineral reserves are inclusive of stockpile material.

Footnotes from Reserve statement apply.

 

26


 

Kinross Material Properties

 

The technical information in this AIF has been prepared under the supervision of, or reviewed by, Mr. John Sims, a qualified person under NI 43-101, who is an officer of the Company.

 

Paracatu, Brazil

 

 

General

 

Kinross is the owner of the Paracatu mine located in the northwestern portion of the Minas Gerais State in Brazil. The Paracatu mine includes an open pit mine, two process plants (“Plant I” and “Plant II”), two tailings facilities areas, Santo Antônio and Eustáquio, and related surface infrastructure.

 

The Paracatu mine is 100% owned and operated by Kinross’ wholly-owned subsidiary, Kinross Brasil Mineração S.A. (“KBM”). The site is known locally as “Morro do Ouro”.

 

Technical Report

 

Please see the Company’s National Instrument 43-101 Technical Report dated March 10, 2020 in respect of Paracatu, prepared by John Sims, available at www.kinross.com and under the Company’s profile on SEDAR (www.sedar.com). Detailed financial, production and operational information for the Paracatu mine are available in Kinross’ MD&A for the year ended December 31, 2019.

 

27


 

Property Description, Location and Access

 

The Paracatu mine is a large-scale open pit mine located adjacent to the city of Paracatu, situated in the northwestern portion of Minas Gerais State, 230 kilometres southeast of the national capital Brasília and 480 kilometres northwest of the state capital Belo Horizonte.

 

In Brazil, mining licenses (known as decrees) are issued by the Agência Nacional de Mineração (“ANM”). Once certain obligations have been satisfied, the ANM issues a mining decree that is automatically renewable annually, and has no set expiry date. KBM currently holds its title by way of five mining licenses (Grupamento Mineiro) totalling 1,916 hectares. The mine and most of the surface infrastructure lie within the mining licenses and the new tailings facility is situated over a mining easement. The remaining infrastructure is built on surface lands controlled by KBM. KBM holds title to 17 exploration permits (15,568 hectares) and has applied for title to an additional 71 exploration and mining permits (119,598 hectares).

 

Effective January 1, 2018, KBM must pay to ANM a royalty equivalent to 1.5% of gross revenues for gold and 2.0% of gross revenues for silver. Another 0.5% has to be paid to the holders of surface rights in the mine area not already owned by KBM.

 

Kinross is in compliance with the Paracatu permits in all material respects.

 

Access from Paracatu is by vehicle via a four lane paved mine access road. A small paved airstrip that can accommodate small, charter aircraft also services Paracatu.

 

History

 

Gold mining has been associated with the Paracatu area since 1722 when placer gold was discovered in the creeks and rivers of the Paracatu region. Alluvial mining peaked in the mid-1800s and until the 1980s, was largely restricted to “garimpeiros” (artisanal) miners. In 1984, Rio Tinto Zinc (“Rio Tinto”) explored the property using modern exploration methods, and by 1987, the Rio Paracatu Mineração (now known as KBM) joint venture was formed between Rio Tinto and Autram Mineração e Participações (the latter being part of the TVX group of companies). Production commenced in 1987 and the mine has operated continuously since then.

 

In 2003, TVX’s 49% share in KBM was acquired by Kinross as part of the business combination between Kinross, TVX and Echo Bay. Kinross purchased the remaining 51% from Rio Tinto in December 2004.

 

In January 2005, Kinross and KBM commenced the exploration drill program west of Rico Creek and became aware of the potential for a significant reserve increase. A Plant Capacity Scope Study was completed in June 2005, which evaluated several alternatives to increase plant throughput. All options considered in this study assumed the installation of an in-pit crushing and conveying system and a 38-foot diameter SAG mill, which were the cornerstone assumptions in the original feasibility study carried out at the property.

 

In 2006, an expansion project (Plant II) was approved by Kinross’ Board of Directors, and in 2007, construction of a new 41 million tonnes per year plant began. The new plant began operations in September 2008 and completion of ramp-up was achieved in the fourth quarter of 2009, stabilizing plant operation and increasing recovery to an average of 77.5% in 2010.

 

In 2009, the Company approved plans to undertake a new expansion project at Paracatu, which consisted of the implementation of a third ball mill to increase the grinding capacity needed to process harder ore from the Paracatu orebody. That 15 megawatt ball mill was delivered in 2010, and installation and commissioning was completed in the third quarter of 2011.

 

28


 

With a view to adding processing and grinding capacity, in 2010 the Company approved the addition of a fourth ball mill. Start-up of the fourth ball mill occurred in the third quarter of 2012.

 

Since 2014, Plant I has been processing sulphide ore (type B2) which has reduced throughput as it has a higher resistance to grinding. In 2015, Plant II implemented a gravity circuit to improve gold recovery. A similar system was installed at Plant I in 2018.

 

In 2015, KBM began reprocessing tailings from the Santo Antonio Dam. Originally, tailings were transported by truck, but a pumping system was added in 2017. Tailings processing at the Eustáquio Dam began in 2016.

 

In 2018 Kinross acquired the Barra dos Coqueiros (“BCO”) and Caçu hydroelectric power plants located on the Claro River in the neighbouring state of Goias, approximately 660 kilometres west of Paracatu. Additional infrastructure is not required for BCO and Caçu to provide power to Paracatu given Brazil’s well-developed infrastructure and existing market mechanisms for the transmission and utilization of power.

 

Geological Setting, Mineralization and Deposit Types

 

The Paracatu property is located within the Brasília Belt, a north-south trending Neoproterozoic belt that extends along the western side of the São Fransisco-Congo Craton. Sedimentary units are mostly preserved in the northern part of the belt, whereas in the southern part where Paracatu is located, there is intense deformation and metamorphism, and contacts between metasedimentary units are primarily tectonic. A series of east-northeast trending thrust faults is developed extensively along the belt. Metamorphic grade increases towards the west as the thickness of the fold belt increases. The timing of deformation is estimated at 800 to 600 million years ago, which coincides with the Brasiliano orogenic cycle.

 

The host phyllites of the Paracatu Formation exhibit well-developed quartz boudins and associated sulfide mineralization. Sericite minerals are common, likely as a result of extensive metamorphic alteration of the host rocks. Primary sedimentary features and bedding planes are easily recognizable, but are intensively deformed by thrusting, particularly along bedding planes, and the development of sigmoidal and boudinage structures.

 

The mineralization at Paracatu exhibits distinct mineralogical zoning with the arsenopyrite content increasing towards the centre and west and in the zones of intense deformation. Gold grade increases with increasing arsenopyrite content. Pyrrhotite occurs in the western part of the deposit and gold grades are elevated where higher pyrrhotite content is observed. The deposit formation model proposed for Paracatu suggests that gold and arsenopyrite were introduced concurrently during the deformation event. Gold occurs either as free gold or electrum. The central part of the deposit contains a high amount of boudins, whereas along the margins fewer boudins are present. The boudins in general contain more than 90% of the sulfides and gold.

 

The deposit has extraordinary lateral and longitudinal continuity. The majority of exploration efforts have sought to better define the continuous longitudinal continuity of mineralized phyllites at depth west of Rico Creek and the lateral limits of the economic mineralization.

 

Exploration

 

Since Kinross acquired Paracatu in 2003, exploration efforts have been focused primarily on the main mining area. Exploration outside of the immediate mine area was initiated in 2006.

 

In the licensed exploration areas immediately bordering the mine leases, exploration activities were concentrated on soil and termite-mound geochemical sampling and interpretation of airborne magnetic survey data to look for nearby features similar to Paracatu. Some target areas were generated, mostly located west and west-northwest of the mine.

 

Kinross did not perform any exploration at the Paracatu mine site in 2019.

 

29


 

Drilling

 

At the start of mining at Paracatu, exploration campaigns focused on the upper levels of the orebody, within 25 to 30 metres of surface. As mining advanced, deeper drilling campaigns were required to better model the orebody. Currently, a 70 metre x 70 metre diamond drill hole infill campaign is in progress.

 

Drilling programs were completed primarily by Rio Tinto until 2004. Since 2005, all campaigns have been carried out by KBM or under ownership supervision. The drilling activities were conducted by various drilling contractors and supervised by geological staff. In 2013, Kinross purchased two drill rigs.

 

The dominant sample collection method used to delineate the Paracatu resource and reserve model is by diamond core drilling. All drill hole data are stored in acQuire database software. The database contains 4,543 diamond drill holes collected between 1984 and 2018. The hole spacing varies from 25 to 200 metres. Core diameters for holes drilled by Kinross include HX (76.2 mm), HQ (63.5 mm), HTW (70.9 mm), and NQ (47.6 mm). Substantially all of this drilling has been completed on the mining leases.

 

Core was collected continuously from the collar. Wooden tags were placed in the core trays and labelled according to the drill run. All core boxes were clearly labelled with the hole number and drilled interval. Lids were nailed on each core box at the drill site to facilitate transport to the core shed logging facility.

 

Drill reports identified all zones of broken ground, fault zones and water gain or loss. Water gain or loss was almost non-existent. Rusty water seams in the mineralized zone horizon were extremely rare, suggesting that active water flow occurs almost exclusively in the weathered zone.

 

Sampling, Analysis and Data Verification

 

Drill core is transported by KBM personnel from the drill site to the core logging facility for logging and sampling. Technicians check depth markers and box numbers, reconstruct the core, and calculate core recovery. The core is logged descriptively and marked for sampling by Kinross geologists. Logging and sampling data are recorded in digital logs in acQuire software. Core is photographed prior to sampling.

 

Upon completion of geological and geotechnical core logging of a diamond drill hole, a core logging geologist identifies the sections of core to be sampled and analyzed for gold and other variables (sulfur, density, acid neutralising capacity, multi-element, base metals, etc.). After core is logged, samples are collected and then delivered to the preparation laboratory for sample preparation. The sample dispatch and batch number is sent in digital format. The greatest areas of core loss were from the collar to 15 metres down the hole in laterite (or weathered) zones. Kinross employs a systematic sampling approach where drill core is sampled using standard one metre sample lengths. This standard was used for 83% of the assays. Starting in 2018, sample lengths increased to 3 metres.

 

Reference pieces of 8-10 centimetres are collected and used for density testing. These pieces are labelled and stored at the core logging facility. This practice is acceptable for deposits with a low average grade and good grade continuity. Kinross does not consider the sampling of whole core to be a concern considering its production history.

 

Usually only mineralized zones are sampled for gold. The samples vary from 1 to 3 metres for gold, whereas bond work index (“BWI”) and acid neutralizing capacity sampling uses 12 metre composites as per the procedure for those tests.

 

Core samples for analysis are stored in a secure warehouse (core shed) at site prior to sample preparation. The core shed is either locked or under direct supervision of the geological staff. Prior to shipping, drill core samples are placed in large plastic bags and sealed. A sample transmittal form that identifies each batch of samples is prepared. The samples are transported directly to the laboratory for sample preparation and analysis.

 

30


 

All core boxes are covered with wooden lids and nailed shut before being transported by Kinross personnel from Kinross drill rigs to the logging facility located inside the fenced mine gates. After photographing, logging and marking 3 metre sample intervals, the whole core is placed in heavy gauge plastic bags with a unique sample tag. The sample tag number is also written in permanent marker on the outside of each sample bag.

 

Samples are loaded onto pickup trucks and transported to the Kinross Paracatu preparation lab for preparation. Approximately 2.5 kg are prepared and reduced to a pulverized sample (100#). The pulverised sample is then collected and transported via pickup truck to the Kinross analytical lab for analysis. For each sample approximately 6 kg of coarse reject is retained and stored at the core shed for 18 months.

 

Analytical results are received electronically and managed using a laboratory information management system and imported into the acQuire database. Assay batches are reviewed for acceptance by the database administrator.

 

Prior to the start-up of the mine, all samples were shipped to independent analytical laboratories in Brazil for analysis. After the construction of the mine, most samples were processed at the on-site laboratory. However, in order to meet the demands of the extensive 2005 drill program, Kinross used the following two independent laboratories to perform the analyses: ALS Chemex sample preparation facility in Luziânia and ALS Chemex analytical facility in Vancouver, Canada; SGS Lakefield laboratories — Belo Horizonte, Brazil.

 

Most samples were 1 metre long until the end of 2017. Since 2018, a 3 metre length was applied resulting in 27 kg core samples. The samples are crushed to 95% passing in 8 mesh (2.36 mm) and homogenized. Approximately 6 kg of sample is stored as coarse reject and 4.5 kg is discarded. The remaining 2.5 kg is split and pulverized to 95% passing 100 mesh (150 µm). This sample is homogenized and three 50 gram aliquots are selected for fire assaying with an Atomic Absorption (AA) finish. The remaining pulverized sample is discarded. These processes are performed in on-site laboratories. The results are based on the average of the three aliquots to decrease the assay variability inherent in the low-grade nature of the deposit.

 

Until 2005, Kinross reduced the nugget effect by combining results from six separate fire assays of 50 gram sample aliquots. Each sub-sample was fire assayed followed by an AA finish. In June 2005, Kinross commissioned Agoratek International to conduct a review of exploration sampling procedures and to assess the requirements for six 50 gram aliquot assays per sample (Bongarcon, 2005). Agoratek, led by Dominique Francois-Bongarcon, a recognized expert in sampling, reviewed the sampling procedures and concluded that three 50 gram aliquots would be sufficient for the purposes of the exploration program. Since then, three sub-samples have been used.

 

Kinross has completed a significant amount of drilling since 2012. A total of 3,097 drill holes, varying from 25 to 70 metre spacing to 100 metre infill spacing were drilled, with a total length of 148,451 metres. From 2012 to 2018 a total of 9,588 coarse blanks of crushed limestone and quartz (silica) and 10,865 standards were analyzed at the Kinross, ALS and SGS laboratories, This represents an insertion rate of 13.2% for coarse blanks and 14.3% for the standards.

 

KBM independently verified 10% of the data collected between 1999 and 2004 against original source documents. The holes were chosen at random and any errors against original sources were documented. No significant or material errors were identified. The Kinross geology department verified 5% of the data collected between 2010 and 2012 against original source documents. This verification activity also did not identify any concerns regarding the quality or accuracy of the data or database.

 

As part of external auditing in 2006, 2009, and 2012, Roscoe Postle Associates (RPA, 2012) verified the gold values in the database with the assay certificates for a total of 1,192 assays from 13 drill holes. No significant errors were identified. RPA also checked the downhole survey values and found no significant errors.

 

Paracatu has been improving the quality assurance and quality control methods and systems since 2014. These improvements provide confidence in the integrity of the geological/geochemical database.

 

31


 

Mineral Processing and Metallurgical Testing

 

In May 2018, a characterization program was completed by SGS Minerals Service in Canada. For this work, four different samples, as described below (C1 to C4) were composited, and prepared for bulk mineralogy and gold deportment studies. The four composites represent key groupings of ore characteristics, which are expected to be encountered over the remaining life of mine: C1 — Sulfur Rich - Zone of more intense alteration based on sulfur content and base metal content, high sulfur grade and enriched in base metals.; C2 — Upper Oxide - Zone of higher oxidation and low sulfur grade; C3 — Lower Alkali - Halo zone or more distal mineralization based on sulfur content and base metal content and increased alkali content; and C4 — Life of mine — composition based on the proportion of the ore types in the mine remaining to be processed over life of mine.

 

The mineralogical characterization of Paracatu Run of Mine (“ROM”) ore indicates that gold grains are generally fine, F50~14µm and shows that there is a significant difference in the gold grain sizes in the tailings and concentrate products, which shows that the gold with smaller grain size ends up in the tailings.

 

In April 2018, a sample from Plant II rougher tails was sent to São Paulo University and characterization was completed to determine the gold association and liberation. Only 37% of gold is exposed and the main association is with sulfide minerals. No liberated gold particles were noted in the sample.

 

Mineral Resource and Mineral Reserve Estimates

 

Refer to the “Kinross Mineral Reserves and Mineral Resources” section for quantity, grades and category. Assumptions are outlined in the Notes — 2019 Kinross Mineral Reserve and Mineral Resource Statements in the “Kinross Mineral Reserves and Mineral Resources” section.

 

Mining Operations

 

The Paracatu operation consists of an open pit mine, two process plants, two tailings facilities, and related surface infrastructure and support buildings.

 

At Paracatu, ore hardness increases with depth and, as a result, modelling the hardness of the Paracatu deposit is important for costing and process throughput parameters. Kinross modeled ore hardness based on BWI analyses from diamond drill samples. KBM estimated that blasting of the Paracatu ore would be necessary for blocks with a BWI greater than 8.5 kWh/t.

 

As mining progresses to the southwest area of the pit, it is necessary to increase hauling capacity because of waste stripping. Currently the truck fleet consist of 25 CAT 793 and the life of mine peak is planned to be 35 trucks in 2024.

 

Processing and Recovery Operations

 

Plant I has operated continuously since 1987 and underwent expansion upgrades in 1997 and 1999. In 2018, the plant processed 8.25 Mt at a BWI of approximately 13.9 kWh/t.

 

The Plant I crushing circuit consists of four independent parallel operating lines (A; B; C and D), each consisting of a primary screen (Metso — 8’ x 20’), a primary crusher (APSM Hazemag), a secondary screen (Metso — 6’ x 16’) and a secondary crusher (HP300). The lines are fed with front end loaders with material from the Plant II stockpile and pebbles from Plant II.

 

The Plant I grinding circuit consists of four primary ball mills with 4.5 metre diameter by 5.7 metre long Effective Grinding Length (“EGL”) and 1.8 MW gearless drives, one secondary ball mill with 5 metre diameter by 7.6 metre long EGL and 3 MW drives and one rod mill used to regrind the primary ball mill’s oversize.

 

32


 

The grinding circuit product, cyclone overflow, feeds the rougher flotation circuit consisting of Wemco (10 cells of 42.5 m3 each); Outokumpu (4 cells of 16.5 m3 each); and Smartcells (4 cells of 127 m3 each). A portion of the rougher concentrate is fed to a Knelson Concentrator (QS48).

 

Plant II was developed as part of the Paracatu Expansion III Project and consists of one in-pit crusher (MMD toothed roll type), a 1.8 kilometres conveyor to a covered stockpile area, one 20 MW semi-autogenous grinding (“SAG”) mill and two 13 MW ball mills. Subsequently, a 15 MW third ball mill was installed in June 2011 and a fourth 15 MW ball mill was installed in August 2012. In 2018, the plant processed 35.4 Mt of ROM at a BWI of approximately 13.9 kWh/t.

 

The Plant II grinding circuit consists of one 11.6 metre diameter by 6.7 metre long EGL SAG mill with a 20 MW gearless drive, two 7.3 metres diameter by 12.0 metres long EGL with 13 MW drive and two 8 metres diameter by 12.8 metres long EGL ball mills with 15 MW drive. The ball mills are equipped with dual pinion gear drives. The SAG mill operates in open/closed circuit with a trommel screen and vibrating screen, and the pebbles have the option to be fed to Plant I (open circuit) or back to the SAG (closed circuit). Oversize rejects from the SAG mill are transferred to the SAG mill feed conveyor by three pebble conveyors in series when operated in closed circuit. When it operates in open circuit, the oversize rejects are transferred by a conveyor to the Plant I crushing circuit.

 

Infrastructure, Permitting and Compliance Activities

 

Paracatu infrastructure and services have been designed to support an operation of 61 Mt/a.

 

The mine site consists of two processing plants, related mine services facilities (truck shop, truck wash facility, warehouse, fuel storage and distribution facilities, reagent storage and distribution facilities), and other facilities to support operations (safety/security/first aid/emergency response building, assay laboratory, plant guard house, dining facilities, offices etc.).

 

The mine draws its power from the Brazilian national power grid which is largely based on hydroelectric power generation. Kinross is connected to the 500 kV national grid via a 500 kV/230 kV substation owned by the mine. A 230 kV transmission line, approximately 34 kilometres long, feeds the mine from this substation. This transmission line is connected to substation 43-SE-501 located at the mine site which subsequently feeds the Plant II distribution system at 13.8 kV and Plant I transmission line at 138 kV. The 138 kV Plant I transmission line feeds a 138 kV/13.8 kV substation located at Plant I, which subsequently feeds the Plant I distribution system.

 

In 2018 Kinross acquired the BCO and Caçu hydroelectric power plants located on the Claro River in the neighbouring state of Goias, approximately 660 kilometres west of Paracatu. The Claro River is a tributary of the Paranaiba River which is a major river in the country. The power is “wheeled” from these generating plants to Paracatu using existing transmission infrastructure and market mechanisms.

 

The operating permit for Paracatu was renewed in March 2018. This permit covers all site facilities associated with the Eustáquio dam and Santo Antonio dam.

 

Since 2009, Kinross has maintained an independent review process for all of its tailings facilities. The review process includes on-site visits once every three years, as well as a review of new construction or new expansions at the design stage. The review is conducted by an independent expert. Given the risk profile at Paracatu, on-site independent reviews are conducted on an annual basis.

 

The main water sources for KBM operations are run-off water collected in the mine sumps, run-off water collected in the tailings dam catchment basins, recirculated effluent from processing activities, and make-up water from streams and wells. The majority of process water is captured and maintained in the mine sumps and tailings catchment basins during the rainy season for use during the dry season. The current operating plan has all water in mine sumps pumped to the plants continuously with Eustáquio recycle water pumping set to the desired rate to maintain total demand.

 

33


 

Kinross estimates the net present value of future cash outflows for site reclamation and remediation costs at Paracatu under IFRS as at December 31, 2019, at approximately $78.6 million.

 

Capital and Operating Costs

 

The capital cost estimate for Paracatu is summarized in the table below.

 

Estimated Sustaining Capital for Life of Mine

 

Area

 

Sustaining Capital

 

Mine Mobile Equipment

 

($M)

 

320.0

 

Mine Other

 

($M)

 

33.9

 

Processing Facilities

 

($M)

 

125.4

 

Tailings Facilities

 

($M)

 

512.5

 

Site Infrastructure

 

($M)

 

15.2

 

Major Development Projects

 

($M)

 

 

Information Technology

 

($M)

 

8.9

 

Salvage Value

 

($M)

 

-18.7

 

Total

 

($M)

 

997.2

 

 

Estimated Operating Costs for Life of Mine

 

Area

 

Unit

 

Cost

 

Mining

 

($/t mined)

 

1.76

 

Rehandle

 

($/t rehandled)

 

1.22

 

Processing

 

($/t processed)

 

3.77

 

Processing Santo Antônio Tailings

 

($/t processed)

 

1.80

 

Site Admin

 

($M/ year)

 

42.0

 

 

Exploration, Development and Production

 

In 2020, KBM expects to continue a diamond drilling program on the Paracatu deposit that began in 2018.

 

The Company has completed initial optimization and analysis work for Paracatu. The optimization and analysis work focused on determining the optimal mine plan after taking into account changes undertaken at Paracatu over the past few years. The optimization work also assessed the impact of throughput variances in quartzite-impacted zones, lower realized recoveries in certain zones of the ore body, water mitigation projects, local cost inflation, and changes to the fiscal regime in Brazil. The technical work resulted in an increase of 828,000 ounces to the site’s mineral reserves estimates before 2019 depletion and extended Paracatu’s mine life to 2031.

 

34


 

Kupol and Dvoinoye, Russian Federation

 

 

General

 

Kupol

 

Development and construction of the Kupol mine commenced in 2005 by Bema Gold Corporation (“Bema”), which was acquired by Kinross in 2007. As part of the Bema acquisition, Kinross acquired a 75% interest in Chukotka Mining & Geological Company (“CMGC”).

 

On April 27, 2011, Kinross completed its acquisition of the remaining 25% of CMGC from the State Unitary Enterprise of the Chukotka Autonomous Okrug, which is owned by the Government of Chukotka Autonomous District, an autonomous Okrug (region) in the northeast region of the Russian Federation (“Chukotka A.O.”). This transaction gave Kinross 100% ownership of the Kupol mine and the Kupol East and Kupol West exploration licenses.

 

Dvoinoye

 

In 2010, Kinross acquired a 100% interest in the Dvoinoye underground gold mine through the acquisition of Northern Gold LLC (“Northern Gold”) and Regionruda LLC (“Regionruda”). The Dvoinoye mine is owned and operated by Northern Gold, a wholly-owned subsidiary of Kinross. On October 1, 2013, Kinross began commercial production at the Dvoinoye underground gold mine. Ore from Dvoinoye is processed at the Kupol mill, which is owned by CMGC.

 

35


 

Technical Report

 

Please see the Company’s National Instrument 43-101 Technical Report dated March 31, 2015, in respect of Kupol and Dvoinoye, prepared by John Sims, available at www.kinross.com and under the Company’s profile on SEDAR (www.sedar.com). Detailed financial, production and operational information for the Kupol and Dvoinoye mines are available in Kinross’ MD&A for the year ended December 31, 2019.

 

Property Description, Location, and Access

 

Kupol

 

The Kupol mine is located in the Far East of Russia within the Chukotka A.O. The mine is approximately 330 kilometres (by air) south-southwest of Pevek and 1,230 kilometres northeast of the town of Magadan.

 

The Kupol site is isolated and can only be accessed by air, winter roads, and seasonal summer roads. By winter road, there is a network of roads that are passable between mid-December and mid-April. A paved road travels 35 kilometres from Bilibino south to Keperveem. From Keperveem, a government-maintained winter road travels 140 kilometres along the Anui River to Ilirney. From Ilirney, the winter road travels 160 kilometres southeast to the site. Russian tank vehicles can access the property along these roads from midsummer to fall. The main access road from port facilities is from Pevek to the Kupol site. Pevek and Kupol connect with a combined all-season and winter road for a total distance of approximately 450 kilometres. As of 2013, an all-season road has been constructed from Kupol to Dvoinoye. This section of road connects to the road to Pevek and permits winter and seasonal summer road access from Pevek to Kupol. A further network of 1,500 kilometres of winter roads and all-season roads connects the site to the southern centre of Magadan. The Kupol area is accessible by aircraft and helicopter which land on a 1,800-metre airstrip north of the camp.

 

The Kupol property comprises a 17.4 square kilometre license for subsoil use for geological study and production of gold and silver. This license was issued by the Ministry of Natural Resource of the Russian Federation on October 4, 2002, and is held by CMGC.

 

In 2006, CMGC acquired two exploration licenses surrounding, and adjacent to, the Kupol project. With the acquisition of these two licenses, known as Kupol West and Kupol East, CMGC increased its overall land position in the Kupol project area from approximately 17.5 square kilometres to a combined total of approximately 443 square kilometres. On August 27, 2010, Kinross, certain subsidiaries, and B2Gold Corporation (“B2Gold”) completed an Assignment, Settlement and Release Agreement pursuant to which B2Gold released Kinross and the applicable subsidiaries from certain joint venture obligations that had existed among Kinross, the applicable subsidiaries and B2Gold pursuant to a purchase and sale agreement with respect to the Kupol West and Kupol East licenses. In 2014, in accordance with the terms of the Kupol East license, a final report was submitted that concluded that no potential economic resources had been found after five years of exploration work. On December 8, 2017, CMGC therefore informed the sub-soil authorities about the return of the Kupol East license after completion of the environmental requirements stated in the license agreement.

 

In December 2014, following an application by CMGC, the Company obtained two new licenses in the Kupol region at auction, Kupol North and Leva Mechkereva, totalling together 1,458 square kilometres thus substantially increasing the overall land position of Kinross in the Chukotka A.O. In the first half of 2015, another two licenses (Shumnaya and Kitepvaamskaya), totalling together approximately 200 square kilometres were acquired pursuant to new Russian legislation. The duration of both the Shumnaya and Kitepvaamskaya licenses is seven years.

 

In 2018, CMGC was granted a new exploration license “Lipchikveemskaya”, located west-northwest of Kupol, comprising 98.8 square kilometres.  The license is due to expire in November 2026.

 

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The Kupol East and Kupol West licenses are subject to a 1.5% net smelter return royalty payable to B2Gold. The licenses do not include the Kupol operation. CMGC is also subject to a mineral extraction tax at a rate of 6% for gold and 6.5% for silver, which is calculated as the average price per gram of gold and silver sales multiplied by the quantities of precious metals contained in the produced doré.

 

Dvoinoye

 

The Dvoinoye mine is located approximately 100 kilometres north of the Kupol operation within the remote, undeveloped, mountainous area of the Chukotka A.O.

 

The Dvoinoye site is isolated and can only be accessed by air (helicopter), by winter roads, or by an all-season road from Kupol. There is a network of winter roads that is passable between mid-December and mid-April. An all-season road connecting the Dvoinoye site and Kupol was completed in 2013. The road is a two-lane gravel road with a camp located at the approximate mid-point. The road includes a 110-metre long bridge across the Anui River. The road is used for the movement of ore to Kupol and for the transportation of crews and materials between Kupol and Dvoinoye. By air, the Dvoinoye site can be accessed by helicopter from Pevek airport (about 1.5 hours), from the Kupol mine (about 40 minutes), or Bilibino airport (about 45 minutes). Personnel access to the site is by air to the Kupol airport and then by vehicle to Dvoinoye.

 

The Dvoinoye exploration and mining license, which covers an area of 5.76 square kilometres including mine operations and associated facilities, is located within the Vodorazdelnaya license. The Vodorazdelnaya license is a combined reconnaissance and mining claim. It was issued in 2008 and covers a total area of 916.4 square kilometres. The Dvoinoye subsoil license was first issued in 2007 and was renewed in 2013. The license is valid until January 1, 2023. Both the Dvoinoye and Vodorazdelnaya licenses were acquired by Kinross in 2010 when it completed its acquisition of Northern Gold and Regionruda, owners of the Dvoinoye license and the Vodorazdelnaya license, respectively. Due to the merger of Regionruda with Northern Gold in 2015, Northern Gold is now the owner of both licenses.

 

In 2018 Northern Gold was granted two new exploration licenses “Imreveemskaya” and “Tytylvaamskaya”, located southeast of Dvoinoye, comprising 196.9 square kilometres. The licenses are due to expire in November 2026.

 

There are no royalties payable in respect of the Dvoinoye mine. Northern Gold is subject to a mineral extraction tax at a rate of 6% for gold and 6.5% for silver, which is calculated as the average price per gram of gold and silver sales multiplied by the quantities of precious metals contained in the produced doré.

 

In February 2017, Northern Gold became eligible for mineral extraction tax incentives, which reduce the extraction tax rate to 0% on ore extracted from the Dvoinoye deposit. Fees associated with the Dvoinoye subsoil license, for the purpose of prospecting, exploration, and mining, are paid on a regular basis to the authorities. An environmental impact assessment was completed for the Dvoinoye mine in 2013.

 

History

 

Kupol

 

Quartz veins were originally located in the Kupol area in 1966 during a Soviet government 1:200,000 regional mapping program. The main Kupol deposit was discovered by the Bilibino-based, state-funded Anyusk Geological Expedition (the “Expedition”) in 1995. Gold, silver, arsenic, and antimony anomalies were identified through a 1:200,000 stream sediment geochemical sampling program. During 1996 and 1997, the Expedition completed mapping, prospecting, magnetic and resistivity surveys, and lithogeochemical and soil surveys.

 

During 1998, two drillholes were drilled and four trenches were excavated. In 1999, Metall LLC (“Metall”), a Chukotka-based, Russian mining cartel, acquired the rights to the deposit and contracted Anyusk to conduct the exploration work. From 1999 through 2001, an additional 31 trenches and 24 drillholes were completed. In 2000 and 2001, 450 metres of the central portion of the vein system was stripped, mapped

 

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and channel sampled in detail. By the end of 2001, the work completed included 3,004 metres of drilling in 26 drillholes, 5,034.1 metres of trenching and 3,110.8 metres of channel sampling. Additionally, the majority of the license area was surveyed, and a frame for a small mill was constructed immediately south of Bolotnoye Lake, where the 2004-2006 camp was located.

 

The original Kupol license was issued to Metall on March 16, 1999. On October 4, 2002, this Kupol license was re-issued to CMGC, a newly established subsidiary of Metall. In December 2002, Bema entered into an agreement to acquire up to a 75% interest in the property. Beginning in 2003, Bema conducted several years of exploration and development activities.

 

In 2008, mining in the open pit progressed mainly on the south side and north side of the pit. Open pit mining continued through 2009 and 2010 and the open pit was completed in 2011. The underground mine began producing ore in May 2007. Process facilities and other infrastructure construction continued throughout spring 2008. The mill was commissioned in May 2008 and first gold production occurred at that same time.

 

Dvoinoye

 

The Dvoinoye deposit was discovered in 1984 through a program of regional soil sampling, geophysical surveys, and geological mapping. The Dvoinoye site includes an inactive open pit mine which previously operated six months per year, with a throughput of approximately 250 tonnes per day. Open pit operations were initiated in 1996 by Northern Gold, which was originally a subsidiary of Anyusk. Operations continued under the ownership of the deposit by Millhouse Capital and were terminated before acquisition by Kinross.

 

On August 27, 2010, Kinross completed the acquisition of 100% of the participatory interests in Northern Gold and Regionruda. Prior to the acquisition, the Russian Federation Government approved of Kinross’ 100% ownership of Dvoinoye as a strategic deposit. Kinross completed construction of a temporary camp in 2010 and submitted a five-year exploration program which was approved by government authorities. Exploration activities under the direction of Kinross started in late June 2010 and comprised primarily diamond drilling and validation of Northern Gold’s previously completed analyses. A scoping study for Dvoinoye was completed by Hatch in January 2011, and mining of the decline started after regulatory approval of the exploration program. A feasibility study by Hatch was started in February 2011, and construction of site infrastructure facilities began in March 2011. The Hatch Feasibility Study was completed in March 2012.

 

Commercial production by Kinross began on October 1, 2013. All ore is processed at the Kupol mill.

 

Geological Setting, Mineralization, and Deposit Types

 

Kupol

 

The Kupol deposit is located in the 3,000 kilometre long Cretaceous Okhotsk-Chukotka volcanogenic belt. This belt is interpreted to be an Andean volcanic arc type tectonic setting, with the Mesozoic Anui sedimentary fold belt in a back-arc setting to the northwest of the Kupol region. Russian 1:200,000 scale mapping indicates that the Kupol deposit area is centred within a 10 kilometre wide caldera, along the northwestern margins of the 100 kilometre wide Mechkerevskaya volcano-tectonic “depression”, an Upper Cretaceous bimodal nested volcanic complex. The volcanic succession in the area is 1,300 metres thick and consists of a lower sequence of felsic tuffs and ignimbrites, a middle sequence of andesite to andesite-basalt flows and fragmentals capped by felsic tuffs and flows. These sequences are cut and discordantly overlain by basalts of reported Paleogene age. The volcanic rocks unconformably overlie and intrude folded Jurassic sediments.

 

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The north-south oriented Sredniy-Kaiemraveem River valley to the south and the Stranichniya valley to the north are both inferred to reflect a major deep-seated regional structure. The Kupol structure is inferred to be a splay off this regional structure.

 

The property is underlain by shallow eastward dipping andesite lithic tuffs, feldspar-hornblende porphyry andesite, and andesite-basalt (trachytic andesite) flows. The andesitic volcanic units are intruded by massive to weakly banded rhyolite dykes, rhyolite and dacite flow-dome complexes, and basalt dykes. The main deposit strikes north-south and has been divided into six contiguous zones. From north to south these are North Extension, North, Central, Big Bend, South, and South Extension.

 

The Kupol deposit is considered to be an example of a low-sulphidation epithermal deposit. Low-sulphidation epithermal deposits are high-level hydrothermal systems, which vary in crustal depths from depths of about 1 kilometre to surficial hot spring settings. Host rocks are extremely variable, ranging from volcanic rocks to sediments. Calc-alkaline andesitic compositions predominate as volcanic rock hosts, but deposits can also occur in areas with bimodal volcanism and extensive subaerial ashflow deposits. A third, less common association is with alkalic intrusive rocks and shoshonitic volcanics. Clastic and epiclastic sediments in intra-volcanic basins and structural depressions are the primary non-volcanic host rocks.

 

Mineralization in the near-surface environment takes place in hot spring systems or the slightly deeper underlying hydrothermal conduits. At greater crustal depth, mineralization can occur above, or peripheral to, porphyry (and possibly skarn) mineralization. Normal faults, margins of grabens, coarse clastic caldera moat-fill units, radial and ring dyke fracture sets, and hydrothermal and tectonic breccias can act as mineralized-fluid channelling structures. Through-going, branching, bifurcating, anastomosing and intersecting fracture systems are commonly mineralized. Mineralization forms where dilatational openings and cymoid loops develop, typically where the strike or dip of veins change. Hanging wall fractures in mineralized structures are particularly favourable for high-grade mineralization.

 

The mineralization typically includes pyrite, electrum, gold, silver, and argentite. Other minerals can include chalcopyrite, sphalerite, galena, tetrahedrite, and silver sulphosalt and/or selenide minerals. In alkalic host rocks, tellurides, roscoelite and fluorite may be abundant, with lesser molybdenite as an accessory mineral.

 

Dvoinoye

 

The Dvoinoye gold-silver deposit is located within the Okhotsk—Chukotka Volcanic Belt (“OCVB”), an Andean-type continental margin magmatic arc that extends southwest from the Chukotka Peninsula along the East Asian coastline. The OCVB has four distinct segments: two roughly northwest trending segments separated by a longer northeast trending zone and a shorter northeast zone at the far southwest end.

 

The OCVB is divided into six sectors based on basement lithologies and on compositional differences in the volcanic sequences. The central sectors of the belt are further divided into a plutonic-dominated interior zone and a volcanic-hypabyssal dominated exterior zone. The axial boundary corresponds to a gravity boundary (crustal thinning). Dvoinoye and the Kupol deposit located 98 kilometres to the south are both located in the exterior zone, at the boundary of the Anadyr and Central Chukotka sectors.

 

Host rocks at Dvoinoye are Late Cretaceous intermediate-felsic volcanics of the Tytylveyem Suite, which is divided into three units. At Zone 37, the host rock is assigned to the lower unit of the Tytylveyem Suite. The main host rock here is porphyritic dacite lava, containing 20% to 30% phenocrysts (plagioclase, pyroxene and potassium feldspar), in a siliceous aphanitic matrix. Other components of the local geology include crosscutting pyritic hydrothermal breccias that may mainly affect the tuff units. Their distribution and geometry are unclear but at least part of the Zone 37 vein is hosted by narrow siliceous pyritic milled breccias that may be related to larger volume hydrothermal breccias.

 

The Dvoinoye veins are close to the northern margin of the Ilirney granitic massif. As a result, there is substantial development of dykes, sills, and plugs of generally granitic composition.

 

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Dvoinoye is a low sulphidation epithermal gold-silver vein deposit. The principal vein at Dvoinoye strikes at 040° over a length of at least 800 metres. Ore zone width ranges from a few metres to more than 30 metres in the central shoot. The vein has been drilled over a vertical extent of about 350 metres (including sills). The vein system has a steep to subvertical dip to the southeast. There is evidence that at depth the vein system may shallow in dip, from subvertical to about 70°. There are two main thick quartz veins, within a variably, wide envelope of narrower veins and veinlets (stockwork zone). The central shoot represents a blowout in width where the shoot may have a pipe-like form. The bulk of the gold is in the central shoot. At depth and at the southwestern end, the mineralization forms a series of sub-parallel veins, rather than one or two wide veins. Late to post vein block faults probably disrupt vein continuity along strike, especially to the northeast where the fault-bounded granite intrusion is developed.

 

Mineralization is characterized by low total sulphide content, generally less than one percent, by variable but low gold: silver ratios (average 1:1), and by the presence of considerable free gold in parts of the deposit. The main ore minerals and related sulphides in the vein are native gold, freibergite, pyrite, chalcopyrite, galena, and sphalerite, with minor acanthite. Ore minerals are generally fine-grained. Gold occurs inter-grown with sulphides, free in quartz-illite aggregates, and in places as rare dendritic growth bands.

 

A wide variety of vein and mineralization textures are recognized, including massive vein, colloform-crustiform banded vein, breccia, and veinlet/stockwork zones. The vein mineralogy consists of quartz-chalcedony (80% to 90%), adularia (5% to 7%), carbonate (up to 5%), illite, and chlorite. The main vein displays a lateral and vertical zonation in mineralization and alteration assemblages, reflecting the evolution of the system spatially and over time. Four styles of gold mineralization have been identified: pink quartz gold; carbonate-base metal gold; chalcedony-ginguro gold-silver; and green quartz breccia.

 

Exploration

 

Kupol

 

Exploration in the Kupol area began in 1996 and has been continuous since that year. Exploration has primarily been undertaken by Bema or Kinross, or by contractors (e.g. airborne geophysical surveys).

 

An area of 8 square kilometres around the Kupol deposit was surveyed in detail to create a 1:2,000 scale map with 2 metres contour spacing. A survey control net, laid out in local grid coordinates with a classified origin, is tied to the regional survey control points. Most control points were shot in 2000; additional survey control points were added in 2003. These points are used by exploration and engineering/construction for survey control. The topography map is constantly revised to reflect the actual topographic surface as defined by data such as topographic surveys, drill hole collar, and trench locations.

 

Geological and structural mapping have been completed at regional scale (1:50,000 scale), to prospect scale (1:4,000 and 1:5,000 scale) and, to detailed scale (1:50 scale). Map results were used to identify areas of quartz veining, silicification, and alteration in outcrop that warranted additional work.

 

Geochemical surveying at 1:10,000, covering 7.8 square kilometres, and completed over the Kupol vein area prior to 2003, defined the deposit area as a gold, silver, arsenic anomaly with locally anomalous areas of mercury, lead, zinc and antimony.

 

Magnetic and resistivity surveys were also completed over a similar area to that tested with geochemical surveying, with initial 100x20-metre grids followed by detailed 25x5-metre and 20x5-metre grids, respectively. Magnetic surveying was performed using a Geometries Proton G858 magnetometer. This work defined the deposit as an area of magnetic low response and higher apparent resistivity.

 

To expose the vein systems prior to generating drill targets, large areas of the Kupol vein were stripped, mapped, and channel sampled. Stripping comprised removal of surface debris, either manually, or by mechanical methods, and the resulting surfaces were pressure washed for maximum outcrop exposure. A

 

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total of 52 trenches (5,306 m) were excavated in the period 1998-2003 by Russian teams. In the same period, 97 channels were sampled (2,694 m).

 

During 2004, exposures were channel sampled along east-west lines at 5-10-metre spacing over an area of 4,680 square metres. Channels were cut using a diamond rock saw, and samples were chiselled from the cut and collected into plastic sample bags. The start and end of each sample were surveyed. A total of 87 channels were taken (699 metres), and two trenches (226 metres) were excavated. In 2005, a total of 18 trenches (1,872 metres) were excavated, and 96 channel samples (1,813 metres) were taken. Results were used to identify areas of grade and vein continuity and target drill holes.

 

During 2006, surface stripping of the Kupol vein outcrop was completed in the South zone. All veining that was feasibly accessible from the surface was at that stage stripped and channel sampled, generally on a spacing of 5 metres between sample lines. The stripping extended to a southern limit of 90,300 N. A similar sampling methodology to 2004 was employed, and the start and end points of each channel were surveyed.

 

In June 2009, an aeromagnetic survey was performed by the Geological-Geophysical Company LLC of Moscow. The survey consisted of 3,140 linear kilometres of towed bird total magnetic intensity measurements using an MI-8 helicopter with the sensor towed at a nominal 200 metres AGL. Line spacing was 100 metres with 1,000-metre tie lines. Preliminary results verified the major features seen in previous ground magnetic surveys, including the pronounced north-south magnetite destructive zone that hosts the Kupol deposit. Numerous, often multiple caldera structures are seen as well as several episodes of faulting.

 

Dvoinoye

 

The Dvoinoye area was identified through regional aeromagnetic, gravimetric, and geochemical exploration programs in the 1960s. Geochemical and geophysical surveys continued in the 1980s, and the Dvoinoye deposit was discovered in 1984 through soil sampling, geophysical surveys and geological mapping, and drilling programmes were conducted in the late 1980s and into the 1990s. Trench sampling was conducted on the open pit mining that began in 1996.

 

Detailed information on these historical exploration results is not available and Kinross has not relied on information from these early exploration programmes for resource estimation.

 

Drilling

 

Kupol

 

In 2012, underground definition drilling totalled 25,118 metres (N- and B-sized core). In 2010 and 2011, underground definition drilling totalled 28,430 metres and 30,116 metres, respectively (NQ- and BQ-sized core). Termite core drilling was conducted to test the limits of mineralization in the development headings and to optimize slashing operations and panel extraction, and 2,559.5 metres were drilled in 2012, 4,148 metres were drilled in 2011, and 3,200 metres were drilled in 2010.

 

In 2013, underground definition drilling totalled 22,538 metres (NQ- and BQ-sized core). The Termite core drilling totalled 641 metres.

 

In 2014, underground definition drilling totalled 23,426 metres (NQ- and BQ-sized core). The Termite core drill was replaced by an on-site Solo drill to test the limits of mineralization in the development headings and to optimize slashing operations and panel extraction, and 6,059 metres were drilled.

 

The underground definition drilling totalled 24,437 metres and 26,417 metres (NQ- and BQ-sized core) in 2015 and 2016 respectively. The average sample length was one metre. An additional 8,470 metres and 10,170 metres were drilled in 2015 and 2016 respectively with Sandvik Solo in order to define the horizontal extension of mineralization.

 

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In 2017 a further 263 diamond drill holes, comprising 31,851 metres were drilled. In addition to operational drilling a further 190 exploration drill holes were completed during 2017, comprising 80,613 metres of diamond drilling.

 

In 2018, 100,186 metres of surface exploration drilling was completed on multiple targets in the Kupol District, bringing the total exploration drilling database to 661,022 metres. Additionally, in 2018, 52,484 metres of underground grade control drilling was completed on multiple targets within the Kupol orebody, bringing the total grade control drilling database to 340,461 metres.

 

During 2019, 88,585 metres of surface exploration drilling was completed on multiple targets in the Kupol District, bringing the total exploration drilling database to 749,607 metres.

 

Additionally, during 2019, 70,570 metres of underground grade control drilling was completed on multiple targets within the Kupol orebody, bringing the total grade control drilling database to 411,031 metres.

 

Dvoinoye

 

In 2016, a total of 26 diamond drill holes were completed for 13,016 metres on the Dvoinoye mining license at Zone 37. Drill campaigns on Zone 37 completed between 2000 and 2016 included 442 surface and underground core drill holes, totalling 121,403 metres.

 

In 2017 a further 815 drill holes, comprising 32,448 metres were drilled.  This brings the total in-mine and resource development drilling programme to 2,783 drill holes, comprising 145,923 metres up to the end of 2017. In addition to operational drilling a further 90 exploration drill holes were completed during 2017, comprising 23,434 metres of diamond drilling.

 

In 2018, 42,383 metres of surface exploration drilling was completed on multiple targets in the Dvoinoye District, bringing the total exploration drilling database to 315,146 metres. Additionally, during 2018, 9,351 metres of underground grade control drilling was completed on multiple targets within the Dvoinoye orebody, bringing the total grade control drilling database to 66,572 metres.

 

In 2019, 71,867 metres of surface exploration drilling was completed on multiple targets in the Dvoinoye District, bringing the total exploration drilling database to 387,013 metres.

 

Additionally, during 2019, 14,200 metres of underground grade control drilling was completed on multiple targets within the Dvoinoye orebody, bringing the total grade control drilling database to 80,772 metres.

 

Sampling, Analysis and Data Verification

 

Kupol

 

Drill core was delivered from the drills in covered wooden boxes to a logging and sampling facility. The core was two-thirds split using a diamond saw; the remaining third was returned to the core box as a permanent record.

 

The minimum sample length was 0.25 metres for HQ diameter core and 0.30 metres for NQ diameter core. The average sample length is generally 1 metre. Mineralized zones were bracketed by a minimum of 1-3 metres of sampling into the footwall and hanging wall. All vein zones and alteration types of interest were sampled and each major zone was continuously sampled.

 

Sampling intervals were determined, marked up, and tagged by the geologists. The intervals were based on geology (lithology, mineralogy, texture, and structure). Sampling across contacts was only permitted if the vein width was less than the minimum sample width. The core was manually oriented to ensure that the core was consistently split and that there was no sample bias.

 

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Samples containing visible gold or abundant sulphosalt mineralization were indicated by a white sample bag at the start of the sample interval, so sampling technicians would employ contamination minimization protocols during cutting and laboratory preparation. Field duplicate samples were marked with flagging tape. Field duplicate samples were created by cutting the two-thirds split into two one-third sections; both samples were sent for analysis. Definition drill holes are whole-core sampled with no sawing or splitting.

 

Sampling always occurs from the footwall to the hanging wall. The geologist paints a level sample line on the face at 1 metre above the ground and the objective is to make the line disappear during sampling. This methodology approximates a 5x5 centimetres channel sample. Geologists break samples on the same criteria as the core sampling, and at the same maximum and minimum lengths.

 

Due to the remote location of the Kupol project and the difficulties with shipments of samples within and from Russia, a containerized field laboratory was set up at the Kupol site and was responsible for all assays between 2003 and 2008. The facility was set up and run as an independent laboratory that operated as a Russian certificated Anyusk Geological Expedition field laboratory (Kupol laboratory).

 

In 2008, the site analytical laboratory was moved to new premises within the Kupol mill building and has continued in use as the primary analytical laboratory for Kupol. The 2008-2009 bi-annual programs included an external check at an outside laboratory for samples by the geology department. Approximately 400 pulps were collected and shipped to an external laboratory in Magadan. All other sampling and assaying are done at the Kupol laboratory.

 

A program to determine the in-situ bulk density (specific gravity) of the major vein and nonvein rock types was conducted at the Kupol site during 2013-2014. Bulk density testing was conducted on 390 samples from the Kupol Mine and 618 samples from the Moroshka Project. Collected data confirmed the existing parameters with few minor deviations.

 

Laboratory preparation and analytical protocols have Russian translations and represent a compromise to meet or exceed Russian regulatory requirements and North American accepted practices.

 

All sample preparation and assaying were completed at the Kupol laboratory. The mine has established sample preparation and assay procedures for all sample types (drill core, RC, and termite core). Sample batch prefixes identify the sample type and a unique number identifies the sample batch. Sampling crews submit samples daily accompanied by an electronic submittal file. After initial assaying, the laboratory moves samples to temporary storage. Geology is responsible for long-term storage which consists of shipping containers. Once samples exceed the required retention time they are disposed of at the crusher stockpile on the low-grade stockpile.

 

Samples were received at the laboratory as follows: samples were delivered to the laboratory by the sampling technician accompanied by a submission form signed by the geologist and the sampling technician; the submission form and samples were checked for accuracy and completeness; the samples were logged into the laboratory system; a laboratory technician signed the submission form, made a copy of the submission form and returned the original to the sampling technician; and the samples were placed in a secure container prior to processing.

 

The sample preparation and assay procedure was as follows: all samples were dried in a locked, heated container, either within the sample bag or on a steel tray; dried samples were transferred to the sample preparation area; each sample was crushed in a jaw crusher to 95% of -10 mesh (<2 mm); the sample was pulverized to 90% passing -150 mesh (0.005 mm) in a LM2 bowl and puck pulverizer and split into four 250 gram samples; one pulp sample went for fire assay, one was kept as a laboratory reject, and two were retained as geology duplicates. All pulps are stored in locked containers.

 

For every 20 samples, one additional sample was split from both the crusher and pulverizer splits to ensure compliance with laboratory quality control specifications. All equipment was air-washed between

 

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samples. A blank silica sample was run as a cleaning medium every twenty samples, and after samples with visible gold or strong mineralization.

 

The accepted assay procedure for all Kupol samples is fire assay with a gravimetric finish. Exploration charges are 50 grams with stated detection limits of 0.1 g/t Au and 0.5 g/t Ag. Production and definition sample charges are 25 grams with stated detection limits of 0.5 g/t.

 

The Bema QA/QC program for the exploration drilling included the regular insertion of blanks, commercial reference standards, and field duplicates. The Kupol laboratory also inserted blanks, standards, pulp replicates, and reject duplicates. In addition, external pulp duplicates were sent to Assayers Canada (“Assayers”) in 2004 and 2005, and the vein samples with assays greater than 3.0 g/t Au at Assayers in 2004 were forwarded to ALS Chemex for the second round of external check assaying. The 2006 QA/QC work is not documented and no external check assaying was done in 2007. From 2008 onwards, Kupol has sent a few hundred samples each year for external assaying confirmation.

 

Barren rhyolite rock, collected from a pit near the Kupol airport, is used for blank material. Blank insertions are made on a regular basis. Geologists try to position the blanks after high-grade samples to help monitor and control potential contamination problems that can arise during sample crushing and pulverizing. The blank failure rates have generally been very low.

 

Geologists collect field duplicates from each trench and from each face. The geologist may select any sample as the duplicate as long as it is coded as a vein. The duplicate is offset approximately 30 to 50 centimetres along the dip of the vein stratigraphy underground, and in the trenches, approximately 10 to 30 centimetres horizontally along strike. Field duplicates receive a pre-printed tag in the same number series as the other samples and they remain blind to the laboratory.

 

All of the QA/QC data are monitored by the database manager and Kupol has well-defined rejection criteria. No data are uploaded to the final database until the database manager examines and accepts the associated QA/QC results. Kupol has developed a graphical monitoring system in Geobank that allows the database manager to rapidly extract data over any desired time period and view it on various types of graphs and control charts. The gravimetric fire assay detection limit for exploration samples (50 gram aliquots) is 0.1 g/t for Au and 0.5 g/t for Ag. The blank failure threshold for gold is set at 2.5 times the detection limit, which is reasonable although slightly lower than the industry standard threshold of three times the detection limit.

 

Assays are stored in a Fusion database on site on the Kupol main server under password protection and are accessible only to the database administrator and the IT department. All data included in the resource estimation databases has been validated and is of sufficient quality to be appropriate for use in Mineral Resource estimations.

 

Each drill hole (or trench/channel) has its own hard-copy file folder and all documents pertaining to that drill hole are stored in that folder. The types of records stored include collar survey certificates, downhole survey slips, geological and geotechnical logs, point load and density test forms, assay certificates, shift reports, timesheets, and database reports.

 

All original documents are located at the Kupol site and in the Magadan office. Digital data are regularly backed up.

 

The resource database was reviewed and verified during site visits, a series of verification exercises during internal and external audits and a review of QA/QC results. In particular, detailed data verification was completed by Garagan (2005), who manually verified essentially all of the drillhole collar and survey records, and approximately 10% of the assays, from 2003 and 2004. A significant portion of the database has subsequently been verified by site personnel on a regular basis.

 

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Dvoinoye

 

Sampling intervals were determined, marked up, and tagged by the geologists. The intervals were based on geology (lithology, mineralogy, texture, and structure). Sampling across contacts was only permitted if the vein width was less than the minimum sample width. The core was manually oriented to ensure that the core was consistently split and that there was no sample bias. The minimum sample length was approximately 0.2 metres. Most of the drill holes were HQ diameter core and some drill holes were NQ diameter core. Generally, the maximum sample length was one metre in mineralization and up to three metres in waste. Mineralized zones were bracketed by a minimum of 1-3 metres of sampling into the footwall and hanging wall. All vein zones and alteration types of interest were sampled and each major zone was continuously sampled. The whole core was sampled in the oldest drill holes and split at an undefined point in time using a hammer and chisel. The core has been split using a diamond saw since 2008. Freshwater is used as protection against re-circulation contamination. Specific gravity measurements have been taken from 673 samples from exploration drill core.

 

Due to the remote location of the project and the difficulties with shipments of samples within and from Russia, a mining laboratory was set up on the site at the old processing plant. The laboratory procedures and internal laboratory protocols were audited in 2008 by Micromine personnel and no significant issues were reported.

 

In May 2008, 120 samples were sent to Alex Stewart Group Laboratories (“Alex Stewart”) in Moscow for external check assays. The samples averaged 45.84 g/t Au at Alex Stewart versus 46.68 g/t Au at the mine laboratory, which is less than a 2% difference. Overall, the results indicate that the mine laboratory gold and silver assays were reliable and accurate with no significant biases evident.

 

Core samples up until mid-2010 were analyzed by fire assay at the Northern Gold assay laboratory located at the Dvoinoye mine site. Until June 2009, no blanks or standards were used in Northern Gold’s mine laboratory at Dvoinoye. The laboratory was certified in June 2009 and blanks and standards were subsequently used.

 

Most of the split core samples from the 2010 and 2011 drilling program were shipped in secure containers to the SGS Vostok Laboratory (“SGS Russia”) in Chita Oblast, Russia. On October 9, 2008, SGS Russia was accredited by the Russian Federal Agency on Technical Regulation and Metrology for gold and silver, among others, for assaying under International Standards Organization/International Electrotechnical Commission (ISO/IEC) Guideline 17025. A smaller proportion of samples were submitted to the Kupol mine laboratory owned and operated by Kinross. Kinross also used ALS Chemex in Chita (“ALS Chita”), accredited under ISO/IEC Guidelines 17025, for umpire laboratory monitoring of the reliability of assaying results delivered by SGS Russia.

 

Beginning in late June 2010 when Kinross took control of work on the property, but before ownership changed hands, all samples were prepared and analyzed off-site. For the 2010 and 2011 drilling programs, Kinross relied partly on the internal analytical quality control measures implemented by both the SGS Russia and Kupol laboratory. In addition, Kinross implemented external analytical quality control measures on all sampling consisting of using control samples in all sample batches submitted for assaying including field blanks, certified standards, and field duplicates.

 

In 2011, SRK Consulting (“SRK”) recommended the use of blind coarse reject and blind pulp duplicate samples at the primary laboratory, SGS Russia. At the request of Kinross, SRK randomly selected 5% of coarse reject material and another 5% of pulp duplicates. Samples were carefully re-numbered and re-bagged as necessary to conceal the identity of the original samples from the laboratory.

 

The overall quality control sample insertion rate averages 23.7%. In addition, approximately 10% of the 2010 samples and 5% of the 2011 samples sent to SGS Russia were check assayed at ALS Chita. Seventy-two samples assayed at Kupol in 2010 were also check assayed at ALS Chita.

 

In 2012 and 2013, most samples were sent to the Kupol laboratory and fire assayed for gold and silver using similar methods to SGS Russia. An on-site sample preparation facility was commissioned in 2014.

 

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Exploration drill hole data are stored in a DataMine Fusion database. SRK conducted a series of routine verifications to ensure the reliability of the electronic data provided by Kinross. This included auditing the electronic data against original records in the form of Adobe PDF assay certificates. Approximately 10% of the assay data were audited for accuracy against assay certificates.

 

Mineral Processing and Metallurgical Testing

 

Kupol

 

For the 2005 feasibility study, the metallurgical sampling program consisted of 11 composite samples made from 27 samples from 2004 and 2005 drill core reject, and one trench bulk sample. These samples were submitted for the following tests: Canadian Centre for Mineral and Energy Technology (“CANMET”) Enhanced Leach Process (“CELP”), Agitated Leach Vessel Testing (“ALV”), Acidification Volatization Recovery pilot test (“AVR”), ore characterization bottle rolls tests and AMEC clay studies. The AVR, ALV, and bottle roll testing were conducted at SGS Lakefield Research Ltd, the CELP studies at CANMET, Mineral Technology Branch, and the clay studies at AMEC Americas. The goal of the 2005 metallurgical sampling program was fourfold: 1) to provide preliminary metallurgical characterization of new zones of mineralization; 2) to obtain additional metallurgical characterization information in areas of inferred and indicated resources; 3) to provide samples for determination of the cost-benefit analyses of the application of the CELP process; and, 4) to provide samples for further clay speciation and thickening/filtration characterization.

 

The cyanide concentration for the economic optimum leach conditions was found to be silver grade dependent, with higher grade supporting higher cyanide leach concentrations. The economic optimum leach conditions were used to evaluate the metallurgical response of more than 50 ore variability samples composed of single and multiple hole composites from the core drilling program. Gold recoveries were mostly consistent across the zones in the Kupol deposit, but silver recovery was significantly more variable. Final recovery estimates based on the combined Phase I and II test results were 93.8% for gold and 78.8% for silver.

 

Dvoinoye

 

Metallurgical testing of the High Grade (“HG”) and Low Grade (“LG”) Dvoinoye ores and Kupol underground samples were carried out both at the Kupol laboratory and at SGS Chita. An HG composite sample, the Special High Grade (“SHG”) sample, was sent directly to Kupol from the Dvoinoye site for gravity and leach testing as per the Kupol flow sheet. Further metallurgical testing was conducted at SGS Chita on HQ (63.5 millimetre diameter) drill core that was drilled between August and October of 2010. Exploration assaying and comminution, gravity recovery, leaching, and cyanide destruction metallurgical testing were performed by SGS Chita on the HQ core samples.

 

A grinding circuit survey, followed by JKSimMet modelling and simulation studies were completed under the direction of SGS Lakefield.

 

Gravity test work was also conducted on one HG and one LG Dvoinoye composite sample at the NTL TOMS group laboratory in Irkutsk with follow up modelling and simulations by Knelson in Langley, British Columbia. The HG and LG Dvoinoye composite samples were prepared by SGS Chita and then shipped to the NTL TOMS laboratory.

 

A thickener test program was conducted at the Kupol mine site by FLSmidth early in 2011. The testing was performed on the two Dvoinoye HG composites, an LG Dvoinoye composite, a Kupol underground sample and various blends of the Dvoinoye composites with the Kupol underground sample. FLSmidth also tested plant samples to evaluate the capacity of the Kupol process thickeners and for comparison with the other laboratory results.

 

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Mineral Resource and Mineral Reserve Estimates

 

Refer to the “Kinross Mineral Reserves and Mineral Resources” section for quantity, grades, and category. Assumptions are outlined in the Notes — 2019 Kinross Mineral Reserve and Mineral Resource Statements in the “Kinross Mineral Reserves and Mineral Resources” section.

 

Mining Operations

 

Kupol

 

The Kupol deposit is mined by an underground mining method, long hole longitudinal retreat sub-level open stoping, also known as the Avoca method. Sills are driven on 15 metre (sublevel) spacing approximately 4.5 metres high. Longhole stopes (panels) are drilled using parallel or fan drill holes between the sublevels (approximately 11 metres). Backfill is an integral part of the production cycle of the mining method. Mill production at Kupol is scheduled to continue into 2024.

 

Dvoinoye

 

Dvoinoye underground mining operations have used two different mining methods, transverse longhole stoping and longitudinal longhole stoping. Transverse longhole stoping has accounted for more than 90% of the historical production, but the remaining reserves will predominantly be extracted using longitudinal longhole stoping. Mining is expect to finish at Dvoinoye in 2020.

 

Processing and Recovery Operations

 

Kupol

 

The milling process consists of primary crushing and a SAG mill/ball mill grinding circuit and includes conventional gravity technology followed by whole ore leaching. Merrill-Crowe precipitation is used to produce gold and silver doré bars. Counter-current decantation wash thickeners recover soluble gold and silver, and a cyanide destruction system is used to reduce cyanide concentrations to an acceptable level for disposal. The tailings flow by gravity through a pipeline to a conventional tailings impoundment. Doré bars are shipped to the nonferrous metals plant in Krasnoyarsk. Average mill recovery, based on both Kupol and Dvoinoye ore, is 95% for gold and 85% for silver. The mill availability is 94%.

 

The mill is designed to process ore on a two shift per day, 365 days per year schedule, at a rate of approximately 4,500 tonnes per day or 1,642,500 tonnes per year. This capacity was achieved through modifications in 2013 to provide capacity for Dvoinoye ore as well as from Kupol.

 

The Kupol mill is expected to process stockpiled ore from Kupol and Dvoinoye until 2024.

 

Dvoinoye

 

All ore from Dvoinoye is transported and processed at the Kupol mill.

 

Infrastructure, Permitting and Compliance Activities

 

Kupol

 

The Kupol mine is served by a permanent modular camp with a capacity of more than 650 people. Camp components consist of overflow housing in tents adjacent to the main facility, camp security, medical clinic, kitchen and cafeteria, laundry, recreational, and meeting facilities. Power is provided by a primary diesel generation station with a capacity of approximately 25 MW, as well as a 3 MW auxiliary power station. Approximately 30,000 m³ of diesel is transported from Pevek over the winter road and stored on site. Additional infrastructure includes a 1,800 metres long gravel airstrip and airport facilities, three ventilation portals with primary fans, shops for underground equipment located at each portal, tailings storage facility, offices, and freight storage and handling facilities at Pevek.

 

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All permits required to operate under local, Provincial/State and Federal legislation are in place, and in good standing. The exploration program was fully permitted in accordance with Russian requirements. Additionally, permits have been received for exploration air and water usage, earthworks, site preparation, mill foundation, airstrip, explosive storage and usage, site roads and fuel tank construction. In September 2005 the State Commission on Mineral Resources, a branch of the Ministry of Natural Resources and Russian Federation Federal Agency of Subsoil Use, approved the Russian reserves for the Kupol deposit.

 

Kinross estimates the net present value of future cash outflows for site reclamation and remediation costs at Kupol under IFRS as at December 31, 2019, at approximately $54.9 million.

 

Dvoinoye

 

The Dvoinoye mine is served by a camp of lesser capacity (approximately 400 people) similar to Kupol. Camp components consist of administration offices, truck shop, warehouse, explosives storage, satellite communications, fuel tank farm, water treatment and sewage plant, freshwater wells and reservoir, fixed and portable crushing plants, container laydowns, ore and backfill waste stockpiles and waste dump. Road systems connect all facilities and provide access to Kupol by way of the Pevek road.

 

All permits required to operate under local, Provincial/State and Federal legislation are in place, and in good standing. Permits have been received for exploration air and water usage, earthworks, site preparation, explosive storage and usage, site roads and fuel tank construction.

 

Kinross estimates the net present value of future cash outflows for site reclamation and remediation costs at Dvoinoye under IFRS as at December 31, 2019, at approximately $14.8 million.

 

Capital and Operating Costs

 

Kupol

 

Capital costs at Kupol consist of mine infrastructure and access development, as well as other sustaining capital, which includes mine equipment replacement and tailings facility expansions. Total estimated life of mine sustaining capital costs are approximately $43 million and is summarized in the table below.

 

Estimated Sustaining Capital for Life of Mine

 

Area

 

Sustaining Capital

 

Capitalized Development

 

($M)

 

21.55

 

Mine Mobile Equipment

 

($M)

 

17.41

 

Tailings Facilities

 

($M)

 

2.16

 

Site Infrastructure

 

($M)

 

1.51

 

Information Technology

 

($M)

 

0.29

 

Total

 

($M)

 

42.92

 

 

Estimated Operating Costs for Life of Mine

 

Area

 

Unit

 

Cost

 

Mining

 

($/t mined)

 

51.8

 

Processing

 

($/t processed)

 

41.1

 

Site Admin

 

($/t processed)

 

53.5

 

 

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Dvoinoye

 

Dvoinoye capital expenditures are estimated to total $3.8 million over the life of the mine and is summarized in the table below.

 

Estimated Sustaining Capital for Life of Mine

 

Area

 

Sustaining Capital

 

Mine Mobile Equipment

 

($M)

 

3.79

 

Site Infrastructure

 

($M)

 

0.05

 

Total

 

($M)

 

3.84

 

 

Estimated Operating Costs for Life of Mine

 

Area

 

Unit

 

Cost

 

Mining

 

($/t mined)

 

35.1

 

Processing

 

(included in Kupol)

 

 

Site Admin

 

($/t processed)

 

45.3

 

 

Exploration, Development, and Production

 

The 2019 Kupol exploration program tested targets generated during the 2018 review in addition to those generated through follow-up work programs in 2019. The exploration program focused on the development of near mine targets in addition to those further afield.

 

The 2020 exploration program for Kupol will follow-up on high-potential targets that were identified during 2019 in addition to testing new targets. Approximately 50,000 metres of exploration drilling are planned to be completed at Kupol during 2020.

 

At Dvoinoye, the exploration program for 2019 tested near mine and district targets generated during the 2019 exploration programs.

 

The 2020 exploration program for Dvoinoye will follow-up on high-potential targets that were identified during 2019 in addition to testing new targets. Approximately 40,000 metres of exploration drilling are planned to be completed at Dvoinoye during 2020.

 

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Tasiast, Mauritania

 

 

General

 

The Tasiast mine and the primary exploitation permit are owned by Tasiast Mauritanie Limited S.A. (“TMLSA”), a wholly owned subsidiary of Kinross. An affiliate of TMLSA currently holds two exploitation permits whose underlying lands are contiguous to the Tasiast mining exploitation lands (collectively, the “Tasiast Lands”). The two exploitation permits were received in December 2014, as a result of the conversion of two exploration permits, and expire in December 2044.

 

As part of the December 2014 conversion process of two exploration permits, Kinross has undertaken to transfer to the Government of Mauritania a 10% carried interest in Société d’Extraction du Nord de l’Inchiri S.A. (“SENISA”), the Kinross affiliate holding the two exploitation permits. Other than the 10% carried interest in SENISA that Kinross has undertaken to transfer to the Government of Mauritania, all permit-holding affiliates of Kinross, including TMLSA, are wholly-owned indirect subsidiaries of Kinross. Kinross acquired TMLSA, including the Tasiast operation and exploitation and exploration permits and lands, through its acquisition of Red Back Mining Inc. (“Red Back”) in September 2010.

 

In September 2019, Kinross completed a feasibility study to incrementally increase throughput capacity at Tasiast from approximately 15,000 t/d throughput to 24,000 t/d. The project is expected to ramp up to 21,000 t/d by the end of 2021, and then to 24,000 t/d by mid-2023. Throughput increases are expected to be achieved through minor upgrades and debottlenecking initiatives in the plant. The project includes modifications to the existing grinding circuit, adding new leaching and thickening capacity, as well as incremental additions to onsite power generation and water supply.

 

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Technical Report

 

Please see the Company’s National Instrument 43-101 Technical Report dated October 31, 2019 in respect of Tasiast, prepared by John Sims, available at www.kinross.com and under the Company’s profile on SEDAR (www.sedar.com). Detailed financial, production and operational information for the Tasiast mine is available in Kinross’ MD&A for the year ended December 31, 2019.

 

Property Description, Location and Access

 

The Tasiast Lands are located in northwestern Mauritania, approximately 300 kilometres north of the capital Nouakchott and 250 kilometres southeast of the major city of Nouadhibou. The Tasiast Lands fall within the Inchiri and Dakhlet Nouadhibou Districts.

 

The Tasiast Lands are accessed from Nouakchott by using the paved Nouakchott to Nouadhibou highway for 370 kilometres and then via 66 kilometres of graded mine access road which is maintained by TMLSA. An airstrip at the mine site is used for light aircraft primarily travelling to and from Nouakchott. The principal ports of entry for goods and consumables are either Nouakchott or Nouadhibou. Materials are transported by road to the mine site. Routine access within the country is provided by an 11,000 kilometres long road network, comprising approximately 3,000 kilometres of paved highways and approximately 8,000 kilometres of unpaved highways as well as numerous desert tracks. A paved 470 kilometre long, two-lane highway runs between the cities of Nouakchott and Nouadhibou.

 

The Tasiast mine is owned and operated by TMLSA under exploitation Permit No. 229C2 (“PE No. 229”). The mining operations and infrastructure (as contemplated in the 43-101 Technical Report dated October 31, 2019) lie entirely within the lands subject to PE No. 229.

 

The mining operations and infrastructure are located entirely within the 312 square kilometre “Guelb El Ghaîcha” exploitation permit (PE No. 229). PE No. 229 is located centrally within two bordering exploitation permits, totalling 1,597 square kilometres. The Guelb El Ghaîcha permit is owned by TMLSA. The adjacent permits (known as Tmeimichat and Imkebdene) are held by SENISA. These permits are all in good standing.

 

Surface rights are granted along with PE No. 229, and applicable fees are paid annually, as determined by decree under the Mining Code. Surface rights for the permit are in good standing, and there are no competing mining rights in the area.

 

Exploration permits grant exclusive exploration rights over a specific block (maximum of 1,000 square kilometres) and are granted for a three-year period, renewable twice for up to three years at each renewal. Exploitation permits are granted for 30 years, and are renewable for periods of 10 years each. A condition of each permit is that the holder is required to hire Mauritanian tradespersons to provide services, and to contract with national suppliers and businesses in preference to foreign service providers, where the national suppliers and businesses can offer at least the same terms, quality and pricing.

 

A royalty equal to 3% of the selling price of the product resulting from the final ore processing stage in Mauritania is payable to the Mauritanian government. This rate was established in the 1999 Mining Code and, subsequently, protected from the rate changes in the 2008 Mining Code (as amended) by means of the Tasiast Mining Convention. Tasiast is also subject to a 2% royalty payable to a subsidiary of Franco-Nevada Corporation on life of mine gold production. This 2% royalty will also apply to any eventual production from SENISA from its first ounce produced.

 

History

 

In 1996, the Office Mauritanien de Recherches Géologiques completed a regional reconnaissance exploration program within and around the Tasiast area. The results of this program were made available to

 

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third parties. As a result, Normandy LaSource Development Ltd. (“NLSD”), a subsidiary of Normandy Mining Ltd. of Australia, acquired the Tasiast area.

 

In 2001, NLSD was acquired by Newmont Mining Corporation creating Newmont LaSource. Midas Gold plc (“Midas”) was incorporated in England and Wales in 2002 for the purpose of acquiring Newmont LaSource’s assets in Mauritania, including exploration permits over lands hosting the Tasiast deposit, as well as various other permit areas. Midas completed its acquisition of the Tasiast deposit from Newmont LaSource on April 1, 2003, and in April 2003, Geomaque Explorations Inc. (“Geomaque”) announced the acquisition of Midas. The merger of Geomaque and Midas ultimately created a new entity; Defiance Mining Corporation (“Defiance”). In June 2004, Rio Narcea Gold Mines Ltd. (“Rio Narcea”) acquired Defiance and took ownership of the Tasiast deposit.

 

Red Back acquired the Tasiast project from Lundin Mining Corporation (“Lundin”) in August 2007, following Lundin’s acquisition of Rio Narcea.

 

Kinross acquired the Tasiast gold mine on September 17, 2010 through its acquisition of Red Back. As required by Mauritanian law, the operation is carried out by TMLSA, which is incorporated under the laws of Mauritania.

 

Mining at Tasiast commenced in April 2007 and the mine was officially opened by the President of Mauritania on July 18, 2007. Commissioning of the Tasiast plant continued through 2007 with commercial production declared in January 2008.

 

Geological Setting, Mineralization and Deposit Types

 

The Tasiast district is situated in the south-western corner of the Reguibat Shield, which is a north-east trending crustal block of the West African Craton. The Reguibat Shield contains the oldest rocks in Mauritania and consists of two major subdivisions separated by a crustal-scale shear zone representing a major accretionary boundary. The southwestern part (which hosts the Tasiast deposits) consists of Mesoarchean to Paleoproterozoic rocks that include high-grade granite-gneiss and greenstone belt assemblages. The north-eastern part of the shield consists of younger Paleoproterozoic to Neoproterozoic successions, which hosts many orogenic gold occurrences in the West African Craton. This region is characterized by a series of volcanosedimentary belts and associated batholithic-scale granitic intrusive suites of different ages cut by major shear zones.

 

The district scale geology is characterized by basement rocks, largely composed of orthogneiss, overlain by deformed north-striking metavolcanic and metasedimentary successions intruded by stocks and plutons of mafic to intermediate composition (granite-greenstone belts). All of the rock units are cut by unfoliated and post-mineral mafic (gabbroic) dikes.

 

The Tasiast Mine consists of two deposits hosted within distinctly different rock types, both situated within the hanging wall of the Tasiast thrust. The Piment deposits are hosted within metasedimentary rocks including metaturbidites and banded iron formation. The West Branch geology succession comprises mafic to felsic volcanic sequences, iron-rich formations and clastic units that have undergone mid greenschist to lower amphibolite facies metamorphism and multiple deformation events.

 

The Tasiast gold deposits fall into the broad category of orogenic gold deposits. The regional geological setting and deposit features at Tasiast are similar to other well known Archaean lode gold deposits hosted along greenstone belts in granitoid greenstone terranes.

 

Exploration

 

Exploration activities have been undertaken by TMLSA, its precursor companies (e.g. NLSD), consultants and contractors (e.g., geophysical surveys).

 

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Numerous phases of geological and regolith mapping have been undertaken during the life of the project, and range from regional (1:100,000) to prospect (1:1,000) scale. Mapping was facilitated by good outcrop, RC, and DD drilling, high resolution satellite imagery and detailed airborne geophysical data. Results were used to identify areas of alteration, structural complexity, quartz-carbonate veining, and sulphide outcrop that warranted additional work.

 

A total of 20,524 surface samples have been collected by Kinross since it started operating the project, including soil samples (40%) and rock samples (60%) that cover a surface area of approximately 1000 square kilometers. In addition, 299 auger drill samples were collected during 2016. Soil samples were collected by a contractor and supervised by Kinross staff. The sample grid was generally west-east with lines spacing at 800 metres and sample spacing at 200 metres. The geochemical sampling includes exposed geology as well as areas covered by sand; in which the bedrock was sampled with auger drilling. Accordingly, the geochemical dataset has the potential to identify areas of prospective mineralization, otherwise blind from surface mapping. Surface exploration geochemistry samples were analyzed for gold and multi-element geochemistry.

 

To complement the surface exploration geochemistry, a geochemical study is being conducted to characterize the geochemical footprint of proven economic mineralization. The study so far indicates that the dominant gold pathfinders are As, S, Ag, and Te. In addition, the lithogeochemical footprint of the known deposits is being characterized to detect the chemical attributes of rocks that are better chemical traps to gold mineralization. Collectively, the geochemistry of the known deposits is used to evaluate mineralization potential and to delineate areas with target and pathfinder metal anomalies for follow-up exploration such as infill surface geochemistry, geophysics, and ultimately drilling.

 

Airborne magnetic-radiometric surveys were completed by NLSD (2000-2001) and Red Back (2007). These surveys were mainly used to map out lithological formations and major structures. In 2008-2009, Red Back completed a helicopter-borne electromagnetic (VTEM) survey. In 2011, Kinross completed airborne magnetic and radiometric surveys over the complete license package. This survey overlapped the previous survey and generated a higher resolution version. In 2013, Kinross completed ground based gravimetric and induced polarization (PDIP/IP) surveys. The gravity survey covered the complete license package while the IP surveys covered only specific prospect areas; South West Branch South, Fennec, C67, C68 and Morris. In 2014, a comprehensive review was completed by a consulting geophysicist, along with some reprocessing of the magnetic data.

 

Excavation of trenches as an exploration technique has been very successful at Tasiast. In total, 445 trenches for 100,527 metres have been completed across the Tasiast lands. Historically, trenches were completed manually, and more recently, trenches are completed using an excavator. The standard, excavated trench dimension is approximately 2 metres wide and not more than 1.5 metres deep and typically sampled every 2 metres along the full length of the trench.

 

Drilling

 

To date, 15,360 drill holes (14,286 RC, 840 diamond core and 234 RC-DD) for an aggregate total of 1,683,635 metres have been completed within the three mining licenses that constitute the Tasiast project area; Guelb El Ghaîcha, Imkebdene and Tmeimichat. Drilling activities were conducted by various drilling contractors and supervised by geological staff of TMLSA. Where programs are referred to by company name, that company was the project manager at the time of drilling and was responsible for the collection of data.

 

Drill programs were completed primarily by contract drill crews, supervised by geological staff of the Project operator. Where programs are referred to by company name, that company was the Project manager at the time of drilling and was responsible for the collection of data.

 

In 1999 and 2000 NLSD completed approximately 385 holes totalling 33,435 metres. In 2003 and 2004, Defiance completed approximately 225 holes for 19,121 metres. Rio Narcea completed 246 holes for 24,024 metres between 2004 and 2007. Red Back completed 5,857 drill holes for 522,844 metres from August 2007 up until the completion of the acquisition by Kinross in September 2010.

 

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Upon closing of the Red Back acquisition in 2010, Kinross further accelerated drilling activities and by 2011, a total of 23 drill rigs were operating on site. From 2010 to 2012, drilling was primarily aimed at resource and reserve growth of the West Branch deposit. In addition, drilling activities to support mining studies were completed such as geotechnical, hydrogeological and metallurgical. From 2013 to 2015 drilling shifted focus to the northern licenses; Tmeimichat and Imkebdene licenses with an aim to define resources that could be used in a study to support the conversion of both licenses from prospecting to exploitation. From 2016 to 2018 drilling refocused back on the Guelb El Ghaîcha license and continued to test near-mine exploration targets. In total, Kinross has completed 8,530 drill holes for 1,071,985 metres (71% reverse circulation, 17% diamond core and 12% combination RC-DC).

 

Sampling, Analysis and Data Verification

 

Laboratory analysis of drill samples has been completed in accordance with standard industry practices. Samples from the exploration and resource drilling programs at Tasiast have been analyzed at both the onsite “Mine lab” managed first by SGS Mineral Services (“SGS”) and then later by ALS Global (“ALS”). In addition, numerous external analytical labs were used during the West Branch Resource drilling program (approximately 2008 – 2012).

 

TMLSA exploration and resource drill sample pulps have been consistently analyzed for gold using a 50 gram fire assay with an AAS finish and using minimum detection limit of 0.01 parts per million or grams per tonne and gravimetric finish on samples > 5 g/t Au.

 

As part of the construction phase of the Tasiast mining operation by Red Back an on-site analytical facility was also built and commissioned in 2007. The lab was managed under contract by SGS from commissioning through September 2012 and from September 2012 to date by ALS. In July 2013 ALS took over, under contract, the analytical laboratory facilities at the Tasiast mine. ALS continues to manage the mine site analytical laboratory facility, processing mine grade control, exploration and process samples.

 

Samples are collected, prepared and delivered to the analytical laboratory facilities under the supervision of the TMLSA geological staff. Sample job orders or batches include duplicates, blanks and certified reference materials. In the case that samples were sent to off-site external laboratories for analysis, chain of custody procedures were followed and included sample submittal forms that are sent to the laboratory, along with the sample shipments, to ensure that all the same samples are received by the laboratory.

 

QA/QC procedures consisted of inclusion of blanks, duplicates and certified reference material (standards) with each batch. The QA/QC samples typically amount to approximately 10% of all samples shipped. QA/QC results are reviewed prior to inclusion of sample results in the project database. QA/QC failures were dealt with immediately and typically involve a re-analysis of the batch of samples with QA/QC failures.

 

An independent, external consultant completed an audit of the QA/QC and sample data in 2013 for inclusion in prior Tasiast mineral resource estimates (applicable to the 2016 Technical Report). The audit also reviewed the sampling process, and on-site laboratory. The audit concluded that the analytical data are within the industry accepted standards and suitable for use in mineral resource and reserve reporting.

 

Mineral Processing and Metallurgical Testing

 

The Tasiast mineralization is free-milling and amenable to gold extraction by simple cyanide leaching. The existing mill has been operating since 2008, initially treating oxide banded iron hosted mineralization yielding a typical gold recovery of 93%. Gold recovery from fresh ore, which forms an increasing portion of the mill feed since 2010, varies between 91% and 93%. A proportion of the gold is coarse and responds well to gravity concentration. Gold mineralization is associated with structurally controlled faults and shears, quartz-veining and silica-flooding. Gold grains observed in the exploration core holes are seen in isolated grains in quartz veins and are closely associated with pyrrhotite. The mineralization has relatively low levels of sulphides of approximately 1% to 5%, predominantly represented by pyrrhotite

 

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and to lesser extents pyrite, arsenopyrite, and chalcopyrite. Other metal contents are low such as silver approximately 1 ppm to 2 ppm, copper approximately 100 ppm, arsenic approximately 10 ppm and very low levels of mercury, less than 0.3 ppm Hg.

 

The bulk of the metallurgical test work has been done to evaluate the optimum process for the West Branch ore which has become the major source to the processing plant. Major metallurgical sampling campaigns were conducted on the West branch mineralized zone and test work to optimize the cyanide addition rate and grinding tests were completed.

 

Extensive metallurgical testing was completed on West Branch samples, twinned hole samples and deeper level variability samples. In general, test work indicated that the ore was amenable to gravity recovery and cyanide leaching, resulting in selection of a flow sheet similar to that of the existing plant.

 

Mineral Resource and Mineral Reserve Estimates

 

Refer to the “Kinross Mineral Reserves and Mineral Resources” section for quantity, grades and category. Assumptions are outlined in the Notes — 2019 Kinross Mineral Reserve and Mineral Resource Statements in the “Kinross Mineral Reserves and Mineral Resources” section.

 

Mining Operations

 

Ore and waste rock is mined in 10 metre benches by conventional open pit methods primarily from the West Branch pit. Tasiast currently operates a load and haul fleet of 46 CAT 793D (220 ton) trucks, five Komatsu 785 (92 t) and five CAT 6060 shovels plus two RH340B excavators. Blasting techniques, including presplit and buffer hole blasting, are employed to protect the pit walls. The grinding circuit produces a product size of 80% passing 90 microns which is processed in a conventional carbon-in leach (“CIL”) circuit to produce gold bullion. Gold recovery averages 93%. Tailings slurry from the CIL process is currently pumped to the tailings storage facility 4 (TSF4).

 

Commercial production of gold at Tasiast began in January 2008, and 2,656 k oz has been produced up to the end of 2019.

 

Ore and waste rock is mined by conventional open pit methods from two pits (West Branch and Piment). Prior mining has taken place in West Branch, Piment and several other smaller pits at Tasiast. From September 2010 when Kinross acquired the property to the end of 2019, a total of 637 million tonnes of material have been mined from various pits, including 53 million tonnes in 2016, 75 million tonnes in 2017, 87 million tonnes in 2018 and 85 million tonnes in 2019.

 

The current mill operates at approximately 15,000 t/d. Ore is fed directly from the mine and stockpile to the primary crusher. Sub-grade material is stockpiled adjacent to the ROM pad for later treatment.

 

The existing shovel and haul truck fleets will be used for the duration of mining and no replacement of this equipment is anticipated. Equipment life has been projected from actual operating hours, with estimates of future usage based on the mine plan.

 

Waste rock is used for haul road and tailings dam construction as needed. The existing road network is well developed, and requires continued maintenance. Additional roads will also be required throughout the life of the mine. These roads will be constructed using the current mining and support mining fleets.

 

Processing and Recovery Operations

 

Upon the completion of the Phase One expansion in 2018, a new front end gyratory crusher and a 40ft x 25ft, 26.5 MW Gearless Mill Drive SAG mill were commissioned and have proven capable of processing approximately 15,000 t/d

 

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Tasiast 24k is planned to further build upon Phase One and is designed to increase the existing CIL plant capacity in stages through a debottlenecking exercise which includes modifications to the existing grinding circuit, adding new leaching and thickening capacity, as well as incremental additions to onsite power generation and water supply. The project schedule is designed to incrementally alleviate each bottleneck in order of priority to first achieve 21,000 t/d by the end of 2021, and then advance to 24,000 t/d by mid-2023.

 

Infrastructure, Permitting and Compliance Activities

 

Raw water for the Tasiast site is from a water supply bore field, which is located 64 kilometres west of the mine, and draws from a brackish aquifer using a system of 43 wells. Individual well yields range from 340 to 1,000 cubic metres per day (m3/d) as determined during pump testing completed in June 2015. Individual wells within three separate well areas are combined in a manifold for each area and fed to a primary pumping station located at a facility referred as the Sondage. Water from the Sondage is transported to site via pipelines with booster stations downstream. Currently, the bore field is capable of supplying up to 22,000 m3/d of raw water. However, the existing pipelines are limited to approximately 16,000 m3/d of raw water to the site based on the capacity of the pumping system.

 

Electric power is provided by the following installed generation equipment: the Phase 1B plant consisting of four Heavy Fuel Oil (“HFO”) fired (with Light Fuel Oil (“LFO”) back-up) Wärtsilä 12V32 medium speed generator sets, with a total capacity of approximately 19 MW; the Phase 1 plant consisting of seven LFO CAT 3512 MUI high-speed generator sets and three HFO CAT MaK 6CM32C medium-speed generator sets, with a total capacity of approximately 14 MW; and the TTV plant consisting of seven LFO MTU Model 16V40000G23 high-speed generator sets, with a total capacity of 9 MW.

 

Waste from plant and equipment maintenance, construction, offices, kitchens and accommodation is processed at the waste management facility where materials are sorted for reuse, recycling, or incineration. Composters are also used in the camp to process food waste into compost for use in tree planting initiatives. Sewage is collected and pumped to the wastewater treatment plant with treated effluent recycled back into the process or reused in road watering or vegetation projects. In remote locations septic tanks and leach beds are used.

 

All necessary exploitation permits for Phase One and the Tasiast 24k have been granted by the relevant Mauritanian authorities. Following discussion with the Government, an addendum to the Phase Two EIA was submitted and approved that described the project optimization through incremental increases in production and relocation of certain infrastructure. This addendum was approved by the Ministry of Environment in February 2016 and the Ministry of Mines in March 2016. An application is pending with Mauritanian authorities for the installation of additional wells at the Sondage.

 

Kinross estimates the net present value of future cash outflows for site reclamation and remediation costs at Tasiast under IFRS as at December 31, 2019, at approximately $9.9 million.

 

Capital and Operating Costs

 

The Tasiast 24k debottlenecking project assumes the total capital costs will be distributed over four years, approximately $85 million of which will be spent through 2020, decreasing to $30 million, $20 million and $15 million per year in 2021 to 2023, respectively. The initial capital cost estimates are summarized in “Capital Cost Estimates” below.

 

The Tasiast “life of mine” operating costs are split into four primary categories: Mining, Processing, Site Administration, and Other. See “Operating Cost Estimates (January 1, 2020 forward)” for a summary of the basis of estimate for these categories. Processing includes both the 24,000 t/d CIL Mill and existing Dump Leach operations. Note the dump leach operation is nearing the end of its life. Rinsing of the pads is expected to begin in early 2020 and take approximately two years to complete before closure.

 

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Capital Cost Estimates

 

Category

 

Total Cost
($M)

 

Support infrastructure (e.g. power and water)

 

47

 

Process plant

 

32

 

Indirects, owner’s cost and taxes

 

47

 

Contingency

 

24

 

Total capital cost

 

150

 

 

Operating Cost Estimates (January 1, 2020 forward)

 

Operating Cost

 

Unit

 

2022-20289

 

2029-2033

 

2020-2033
(Life-of-Mine)

 

Mining

 

($/t mined)10

 

2.40

 

2.65

 

2.45

 

Processing (Mill)

 

($/t processed)

 

14.20

 

14.20

 

14.47

11

Processing (Dump Leach)

 

($/t processed)12

 

N/A

 

N/A

 

N/A

 

Site Admin

 

($M/a)

 

48

 

46

 

49

 

Other

 

($/oz sold)

 

80.3

 

81.1

 

81.1

 

 

Exploration

 

Exploration efforts to date have discovered additional prospects, gold deposits and mineral resources along strike to the North and to the South of the main Tasiast mine area (West Branch and Piment-Prolongation), and generally along the Aouéouat (Tasiast) belt. The deformed greenstone rocks to the west (Imkebdene-Kneiffissat) of the Aouéouat belt are notable in that they host quartz-carbonate veins with anomalous gold values, however to date no significant deposits or mineral resource have been defined. To the immediate north of the Tasiast operation (5-12 kilometers) and within the Guelb El Ghaîcha license, a cluster of deposits referred to as “North Mine Satellites” have been outlined, these are Fennec, C67 and C68. These gold deposits currently host approximately 0.5 Moz Au and are part of the near-mine resource growth strategy. Further north of the Tasiast operation (12-25 kilometers) and within the Imkebdene and Tmeimichat licenses are another cluster of gold deposits referred to simply as “Morris”, these are Tef, Askaf, Central, NE, N1 and N2. This large area saw extensive exploration drilling from 2012 to 2014, which resulted in the discovery of several small deposits best described as narrow, high grade vein systems. Most of these deposits are open to depth down plunge.

 

Beyond 25 kilometres from the Tasiast operation, within the northern extents of the Imkebdene and Tmeimichat licenses, are several gold exploration prospects that are pending follow up exploration and drilling, of note are C23, Kneiffissat and Grindstone. These prospects have significant surface geochemical footprints and are considered highly prospective.

 


9  Ramp-up to 21,000 t/d by end of 2021 and 24,000 t/d by mid-2023.

10  Excludes capitalized maintenance.

11  CIL only, excludes dump leach.

12  No additional tonnes placed on dump leach 2020+. Decommissioning of the dump leach is planned to be completed by 2022.

 

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Other Kinross Properties

 

Fort Knox and Area, Alaska, United States

 

The Fort Knox mine is owned and operated by Kinross’ wholly-owned subsidiary Fairbanks Gold Mining Inc. (“FGMI”). The Fort Knox property is located in Fairbanks North Star Borough, Alaska and includes the main Fort Knox open pit mine, mill, tailings storage facility, heap leach facilities, the Gil-Sourdough Exploration project, and the former True North mine site (under post-closure monitoring). Detailed financial production and operational information for the Fort Knox mine is available in Kinross’ MD&A for the year ended December 31, 2019.

 

Fort Knox is located 42 kilometres by road northeast of the city of Fairbanks, Alaska. The Fort Knox property encompasses 31,204 hectares. FGMI controls a large and diverse group of properties that comprise its mineral holdings in the Fairbanks Mining District. These properties include State of Alaska mining claims, patented claims, and private land. Some of the claims are owned outright, while others are controlled through leases.  The Fort Knox mine and facilities are situated on approximately 3,517 hectares of land, owned by the State of Alaska.  The project area is predominantly covered by the Amended and Restated Millsite Lease, which covers approximately 2,640 hectares.  The Fort Knox ore body is predominantly located within the Fort Knox Upland Mining Lease, entered into with the Alaska Mental Health Trust Land Authority.  The portion of the ore body that extends to the west was converted to a State Upland Mining Lease in 2019.

 

The State of Alaska Upland Lease carries a 3% production royalty, based on net income and recovery of initial capital investment. Mineral production from State mining claims is subject to a mine license tax, following a three-year grace period after production commences. There has been no production from State claims situated outside the boundaries of the Upland Mining Leases at the Fort Knox Mine. However, Fort Knox expects to incur no royalties or production taxes for 2019. The final royalty calculation is expected to be prepared in Q2 2020.

 

All requisite permits have been obtained for mining of the Fort Knox ore reserves and are in good standing in all material respects. The current expansion project for waste rock was approved by the applicable agencies in 2019.

 

Mining at the True North open pit is complete. Reclamation was substantially completed in 2012 and it is now under post-closure maintenance and monitoring.

 

Power is provided to the mine by Golden Valley Electric Association’s power grid, serving the area over a distribution line paid for by Kinross.

 

Access to the Fort Knox mine from Fairbanks is by 34 kilometres of paved highway and eight kilometres of unpaved road. The True North mine is located 18 kilometres west of the Fort Knox property and is accessible by an unpaved road. The area has a subarctic climate, with long, cold winters and short summers.

 

Kinross estimates the net present value of future cash outflows for site reclamation and remediation costs at Fort Knox and True North under IFRS as at December 31, 2019, at approximately $128.8 million.

 

The Fort Knox deposit is mined by conventional open pit methods. Higher grade ore from the Fort Knox mine is processed at Kinross’ carbon-in-pulp mill located near the Fort Knox mine. The mill generally processes ore 24 hours per day, year-round and has a daily capacity of between 33,000 and 45,000 tonnes. Lower grade ore is processed on a dedicated leach pad that was commissioned in 2009. Construction of an additional dedicated leach pad is currently underway with commissioning expected in Q4 2020.

 

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The Fort Knox heap leach facility is located in the upper end of the Walter Creek drainage, immediately upstream of the tailings storage facility. Construction began in 2008 and is separated into a total of seven stages covering approximately 196 hectares with a total capacity of 278 million tonnes. The first stage of the heap leach facility went into operation in the fall of 2009. The facility includes a valley fill leach pad and two carbon-in-column (“CIC”) plants with a capacity of 61,000 litres per minute. ROM ore is hauled from the pit and from existing stockpiles and loaded onto the leach pad in 15 metre lifts. Leach solution flows through the loaded ore into a 416 million litre in-heap storage reservoir. The pregnant solution is pumped to the CIC plants located adjacent to the existing mill. After the pregnant solution has been processed through the CIC plants, barren solution is pumped back to the heap leach to recirculate.

 

The final year for ore processed through the Fort Knox mill is currently expected to be 2021. After mill closure, all of the run-of-mine ore and ore stockpiles will be stacked on both the Walter Creek and Barnes Creek Heap Leach facilities. Fort Knox pit production is expected to continue through 2027. The heap leach facilities are expected to continue production through 2030.

 

On December 12, 2017, Kinross announced that it 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. Kinross also announced that it had commenced a Gilmore feasibility study to analyze a layback of the current Fort Knox pit to access known mineralization on Fort Knox and Gilmore land to potentially extend mine life. In June 2018, Kinross announced that it was proceeding with the initial Gilmore expansion. Stripping commenced in Q3 2019 and is expected to continue throughout 2020.

 

Fort Knox continues to evaluate the potential to expand the existing operation within the available land package through exploration evaluation of projected gold mineralization.

 

Round Mountain, Nye County, Nevada, United States

 

The Round Mountain mine is owned and operated by Kinross’ wholly-owned subsidiaries Round Mountain Gold Corporation and KG Mining (Round Mountain) Inc. On January 11, 2016, Kinross acquired the remaining 50% interest from two affiliates of Barrick. Prior to this acquisition, Kinross owned an undivided 50% interest in the joint venture common operation known as the Smoky Valley Common Operation (“SVCO”). Kinross acquired its initial interest in Round Mountain in January 2003. Detailed financial, production and operations information for Round Mountain is available in Kinross’ MD&A for the year ended December 31, 2019.

 

The Round Mountain mine is located approximately 90 kilometres north of Tonopah in Nye County, Nevada. The Company controls the mineral and surface rights covering approximately 22,907 hectares through ownership or lease of patented and unpatented mining claims.

 

Mine production at the Round Mountain pit was subject to a 6.35% net smelter return royalty; however, the terms of this royalty agreement were amended in August 2017. This amended royalty agreement includes a sliding scale royalty which initiates once 850,000 ounces have been mined after the date of January 1, 2018. The new sliding rate will range from 4% (at a gold price of $1,200 per ounce) up to 7.15% (at a gold price of $1,400 per ounce). The 2019 royalty expense was $29.0 million. Round Mountain is also currently subject to the state of Nevada Net Proceeds Tax at a 5% rate payable on gross proceeds from the sale of minerals (adjusted for certain allowable deductions). The 2019 Net Proceeds Tax is estimated at $8.1 million. This amount remains subject to state regulations.

 

The first gold production from the Round Mountain district occurred in 1906. The original SVCO was formed in 1975 to operate the mine and commercial production commenced in 1977. The site has produced approximately 15.4 million ounces of gold since inception. A total of 535,974 ounces was produced prior to the SVCO partnership. A series of ownership changes occurred which eventually led to the 50-50 ownership by Barrick and Kinross that was in place until the acquisition that closed in early 2016.

 

The Round Mountain mine currently operates a conventional open pit that is approximately 11,000 feet long in the north-west, south-east direction and 8,800 feet wide. The operation uses conventional open-

 

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pit mining methods and recovers gold using three independent processing operations. These include crushed ore heap leaching (reusable pad), run-of-mine ore heap leaching (dedicated pad) and gravity/flotation plant. Lower grade oxidized ores are placed on dedicated pad which is typically leached for 120 days, while the higher grade oxidized ores are crushed and placed on the reusable pad leached for 60 days and then relocated to the dedicated pad.

 

Kinross estimates the net present value of future cash outflows for site restoration and reclamation costs at Round Mountain under IFRS as at December 31, 2019, at approximately $160.6 million.

 

The Gold Hill mine is a small deposit located near the Round Mountain mine. Gold Hill is approximately 3,000 feet long in the east-west direction and up to 2,600 feet in the north-south direction. The mine is operated as an independent operation also using conventional open-pit mining methods. The ore consists of oxide material that is placed directly on a dedicated heap leach pad. Gold Hill is currently expected to end in 2022. Exploration around the mine area will continue looking for targets to the west and south of the current Round Mountain deposit.

 

Construction and commissioning of the Phase W project at Round Mountain was completed in 2019, which included the construction of major infrastructure such as the heap leach pad, vertical carbon-in-column plant (“VCIC”), truck shop, wash bay, warehouse and fueling areas. The project has been fully transferred to the operations team and production started in 2019, with the first gold bar from the completed VCIC poured in May 2019. Stripping and dewatering activities progressed well and are expected to continue until late 2020.

 

Bald Mountain, White Pine County, Nevada, United States

 

The Bald Mountain mine is owned and operated by Kinross’ wholly-owned subsidiary KG Mining (Bald Mountain) Inc. (“KGBMI”). Kinross acquired 100% of the Bald Mountain mine and an associated land package from an affiliate of Barrick on January 11, 2016.

 

The Bald Mountain mining district is located at the southern end of the Ruby Mountains in east-central Nevada, White Pine County, at the southeastern end of the Carlin Gold Trend.

 

Pursuant to the terms of the acquisition, Barrick obtained a right to receive a 2% net smelter returns royalty on future gold production from Kinross’ 100% owned Bald Mountain lands following the post-closing production of 10 million ounces from such lands. In addition, portions of the Bald Mountain lands are subject to royalty agreements with third parties. As part of the acquisition arrangement with Barrick, Kinross and Barrick entered into a 50/50 exploration joint venture on approximately 52,000 contiguous acres. In late 2018, Kinross purchased Barrick’s 50% interest in the joint venture for cash and a 1.25% net smelter returns royalty on that property.  Ten royalty areas now exist with several of the areas subject to more than one royalty. Some of these royalty areas affect current as well as future production from the Bald Mountain lands, depending upon the actual mining location. Both fixed and sliding scale royalties exist. At gold prices above $1,000 per ounce, all of the sliding scale royalty agreements have topped-out. Royalties range from one percent of gross sales to as high as nine percent of gross sales. In addition, Bald Mountain is subject to the state of Nevada Net Proceeds Tax at a 5% rate, whereby gross proceeds from the sale of minerals will be adjusted for certain allowable deductions.

 

Placer gold (with minor copper, silver, and antimony) was initially mined in the Bald Mountain area from the 1870s to 1890s. Modern exploration for bulk disseminated gold deposits commenced in the late 1970s. Since 1977, gold exploration has mainly focused on defining the outcropping, oxide gold deposits. In 1981, Amselco Minerals began modern open pit mining and cyanide gold recovery via a mill in the Alligator Ridge-Vantage area in the southern portion of the district. Numerous small ore bodies were mined and heap leached by USMX Inc. from 1988 to 1993 in the southern and eastern areas of the district. Placer Dome Inc. mined several pits in the northwest area from 1983 to 2005. Placer Dome Inc. acquired the USMX properties in 1993 and consolidated the district into one claim block. Barrick acquired Placer Dome in January 2006 to become 100% owner and operator of Bald Mountain, until the 2016 acquisition by KGBMI. Both the North and South areas are 100% Kinross-owned.

 

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The Bald Mountain operation is an open pit mining operation with production from a number of different pits. The three main deposits (Top, Saga and Vantage) represent approximately 85% of the known reserves. Bald Mountain includes several other deposits scattered over the property, and three ROM heap leach pads (Bald Mountain, Mooney and Vantage).

 

Bald Mountain recovers gold using multiple ROM heap leach pads. Gold is extracted from the ore with a cyanide solution and collected on activated carbon in column plants. Loaded carbon is shipped off-site for further processing and ultimate gold refining. The mining recovery is high because the ore blocks are large compared to the selective mining unit, and nearly all of the material outlined as ore in the grade control process is mined. Whenever possible, ore blocks are oriented square to the dig direction — minimizing ore loss and dilution.

 

Based on the 2019 mineral reserves, Bald Mountain is currently expected to continue mining until 2022 with several years of post-mining gold production from the heap leach pads. Kinross estimates the net present value of future cash outflows for site reclamation and remediation costs at Bald Mountain under IFRS as at December 31, 2019, at approximately $100.3 million.

 

Kinross spent approximately $12 million on continued exploration efforts at Bald Mountain in 2019. Exploration continued with resource addition drill targets proximal to its current operations, as well as target delineation and early-stage drill testing of other high-potential targets within the North and South operation areas.  A total of $4 million was focused on generative exploration, with 13 targets drilled in 2019. During 2019 early-stage evaluation work continued, completing mapping, sampling, and target delineation work on the vast land package, advancing an additional 11 targets on the property for 2020 drill testing.

 

La Coipa, Chile

 

Kinross acquired its initial 50% interest in the La Coipa mine in January 2003. Following the completion of an asset swap transaction with Goldcorp on December 21, 2007, Kinross acquired the remaining 50% interest previously owned by Goldcorp. The mine and plant suspended activities in October 2013, while evaluation of several nearby mineralized zones was pursued. In February 2020, Kinross approved the La Coipa Restart project which expects production from the Phase 7 deposit to commence in Q1 of 2022.

 

The La Coipa mine, located approximately 1,000 kilometres north of Santiago in Chile’s Region 3 (Atacama), consists of eight deposits (notable deposits being Phase 7, Puren, Coipa Norte, Can Can, and Catalina), which are owned by MDO, a Chilean subsidiary of Kinross, except for Puren which is owned through a joint venture between MDO and Codelco-Chile, with participation interests of 65% and 35%, respectively.

 

The La Coipa mine consists of approximately 44,912 hectares of exploitation concessions (including Puren, which consists of approximately 4,423 hectares). In addition, and as described above, Kinross currently holds a 100% interest in the Phase 7 deposit which includes claims covering approximately 136.5 hectares next to La Coipa mine.

 

No royalties are payable on gold and silver produced from the La Coipa mine properties. A 35% withholding tax is applicable on all dividends disbursed to foreign shareholders, less the corporate income tax already paid. In addition, a mining tax is applicable, the specific applicable tax rate being based on a progressive scale that ranges from 0.5% to 4.5% based on the volume of sales made converted into metric tonnes of copper.

 

The La Coipa area was identified as a potential precious metals prospect almost a century ago, but did not receive much attention until the 1970s, when several companies began to actively explore the area. MDO began drilling in the La Coipa area in 1989 and has completed 668,505 metres of drilling since then, consisting of 2,736 diamond drill holes by the end of 2019. Approximately 35% of total metres drilled were diamond drill holes and the remainder were reverse circulation.

 

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The La Coipa mine received an ISO 14001 certification in July 2002. The last recertification was made in 2013. In 2012, La Coipa received a certification of full compliance under the Cyanide Code.

 

Although MDO suspended operations at the La Coipa mine in the fourth quarter of 2013, in accordance with the mine’s permit MDO continued its water treatment program (“WTP”) to remediate levels of mercury in the ground water due to seepage from its tailing facility. La Coipa’s WTP, related facilities and monitoring program, including downstream monitoring wells, have been in place since 2000. The mine’s groundwater treatment permit establishes an environmental standard of compliance for mercury of less than 1 part per billion. The La Coipa mine has four monitor wells at or near its downstream property boundary.

 

In 2015, Chile’s Superintendencia del Medio Ambiente (“SMA”), the national environmental regulatory agency, conducted an inspection of the WTP and monitoring wells and requested various information regarding those facilities and their performance, with which MDO fully cooperated. On March 16, 2016, the SMA issued a resolution alleging violations under La Coipa’s water treatment permit. The resolution specified a total of seven charges, alleging permit violations at the WTP and/or failure to properly permit certain related activities, including capturing water at an undesignated reservoir, deficiencies in the mercury capture system, deficiencies in the monitoring system, and four WTP effluent samples from 2013 above the permitted standard and various monitoring well samples taken in 2013 and 2014. On April 15, 2016, MDO submitted a compliance plan to remediate the alleged permit violations which, following further submissions to the SMA, was ultimately accepted on July 7, 2016. As a result, the sanctioning process has been suspended without any fine or other penalty to MDO provided the plan is implemented and maintained per its terms. Failure to comply with the plan would re-initiate the sanction process and could result in doubled fines of up to $7.7 million per alleged minor violation (five in total) and $15.4 million per alleged serious violation (two in total).

 

A final compliance report was delivered to the SMA in November 2018. In August 2019, the compliance plan was approved by SMA and the sanctioning process was successfully closed.

 

In February 2020, Kinross completed and approved a feasibility study to restart operations at La Coipa by mining the Phase 7 deposit. The project plan includes refurbishing the existing process plant, camp and other infrastructure, as well as the mine fleet from the Maricunga operation that has recently been placed on care and maintenance. Pre-stripping is scheduled to commence in late 2020 with production expected to start in Q1 2022. Kinross received approval on the project Declaration of Impact to Environment (“DIA”) permit in 2016 and, to date, has received all sectoral permits.

 

In accordance with the engineering work completed during the Phase 7 feasibility study, La Coipa’s estimated mineral reserve was updated to approximately 768,000 ounces of gold and 37,605,000 ounces of silver. These reserves are inclusive of both the Phase 7 and Puren deposits, and are an update to the resource to reserve conversation that was made in 2017 as a result of the pre-feasibility study contemplating a restart by mining both the Phase 7 and Puren deposits. The Puren deposit was not incorporated into the feasibility study completed in February 2020 and is not included in the currently approved business case as a joint venture agreement has not been finalized with Codelco-Chile who holds a 35% participation interest in the deposit.

 

Kinross will continue to explore opportunities to incorporate adjacent deposits with existing mineral reserves and resources, particularly Puren, Coipa Norte and Can Can into the La Coipa mine plan with the goal of extending mine life. This includes conducting further technical studies, assessing permitting requirements, and continuing commercial discussions.

 

Kinross estimates the net present value of future cash outflows for site restoration costs at La Coipa under IFRS as at December 31, 2019, at approximately $136.6 million.

 

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Lobo-Marte, Chile

 

The Lobo-Marte project is owned by Compania Minera Maricunga (“CMM”), a Chilean company that is 100%-owned by Kinross. Kinross holds a 100% interest in the Lobo-Marte project, having acquired a 40% interest in the project from Anglo American Plc (“Anglo”) in 2008, and the remaining 60% interest from Teck Cominco Limited (“Teck”) in early 2009.

 

Kinross completed a prefeasibility study at the Lobo-Marte project in 2009 and updated the prefeasibility study in 2010. In 2011, Kinross submitted the environmental and social impact study (“ESIA”) for the project to the Chilean authorities. In 2012, Kinross decided to extend the project timeline as part of its capital optimization process. In 2013, the permitting process was suspended pending further assessment of the project. On November 17, 2014, the Company withdrew its permit application and stopped the permitting process at Lobo-Marte due to substantial changes in the plan of operations, the footprint of the project, project economics, and stringent requirements associated with the permit application. As a result of the permit withdrawal, approximately 6 million gold ounces at Lobo-Marte were reclassified as measured and indicated mineral resources. Any future development or operations at Lobo-Marte would require the re-initiation of the permitting process. A scoping study was completed for the Lobo-Marte project in the first quarter of 2019.

 

The Lobo-Marte project currently comprises two open-pit minable gold ore deposits, located approximately seven kilometres apart, in Region III of Northern Chile, approximately 650 kilometres north of Santiago and 100 kilometres east of Copiapó. The project lies approximately 65 kilometres south of Kinross’ La Coipa operation and 60 kilometres north of the Maricunga mine.

 

The Lobo-Marte project includes 71 granted exploitation concessions covering 37,410 hectares, 21 granted exploration concessions covering 7,200 hectares and 32 exploration concessions in the process of receiving a final registered grant covering 7,000 hectares. Concessions are held in the name of CMM. Kinross has three established easements for the construction of roads, stockpiles, process facilities, camp, support facilities and associated pipelines. Additional rights will be required to support project development.

 

The project has a 1.75% net smelter return royalty on 60% of future production, payable when the gold price is $760 per ounce or more. Kinross’ obligation to make royalty payments will cease when an aggregate amount of $40 million has been paid.

 

The Lobo deposit was discovered through regional geochemical surveys in 1981-1982. The Marte deposit was discovered in 1982 through a program of regional soil sampling, geophysical surveys and geological mapping. The Marte deposit was mined by a joint venture of Anglo American and Cominco from 1988 to 1992; a total of 3.78 million tonnes of ore grading 1.51 grams per tonne of gold, 0.3 million tonnes of low-grade mineralization and 4.7 million tonnes of waste were mined.

 

Prior to 2009, a total of 153 core and reverse circulation drill holes (34,649 metres) were completed at Lobo, with an additional 211 Core and reverse circulation drill holes (26,658 metres) at Marte. During 2010 a total of 24,148 metres of Core drilling and 4,614 metres of reverse circulation drilling were completed at Lobo and Marte. During 2011 a total of 9,289 metres of Core drilling and 4,909 metres of reverse circulation drilling were completed at Lobo and Marte. In 2012, approximately 5,274 metres of Core drilling was completed at Lobo. The 2013 exploration plan consisted of surface exploration works including: rock chip samples, soil samples, trenching and mapping. No exploration work has been performed since 2015.

 

The project is located close to a biological corridor established between two sectors of the Nevado Tres Cruces National Park, created to preserve and protect the vegetation of the desert steppes and the Andean salars (salt lakes). Kinross is developing the biophysical and socioeconomic baseline study to support the preparation of an ESIA. Because of the recognized environmental importance of these areas, the baseline study for the ESIA is critical to the development of the project. Areas which were addressed include proper management of water extraction, disposition of waste material, heap leach facilities and other installations that interact with the environment.

 

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Maricunga, Chile

 

The Maricunga heap leach mine, formerly known as the Refugio mine, is owned and operated by CMM. Previously, each of Kinross and Bema held a 50% interest in the Maricunga property and Kinross acquired the remaining 50% when it acquired Bema in 2007. Detailed financial, production and operations information for Maricunga is available in Kinross’ MD&A for the year ended December 31, 2019.

 

The Maricunga property is located in the Maricunga District of the Atacama Region of Chile, 160 kilometres east of the town of Copiapó.

 

All surface and mineral claims, surface rights and water rights are maintained in good standing. The CMM mining claims include 108 granted exploitation concessions covering 19,371 hectares, 59 granted exploration concessions covering 16,600 hectares and 47 exploitation concessions in the process of receiving a final registered grant covering 12,700 hectares. In addition to the mineral claim rights, CMM also holds title to surface rights at Maricunga, providing the land required for the leach pads, waste dumps, camp and other facilities.

 

Maricunga is subject to a royalty payable to Compañía Minera Refugio on the Pancho and Verde pits. The royalty varies from 1.25% to 2.5% of net smelter returns (depending on the applicable net operating margin), which will be paid until December 31, 2040.

 

The Verde and Pancho gold deposits at Maricunga occur in the Maricunga Gold Belt of the high Andes in northern Chile. Since 1980, a total of 40 million ounces of gold have been defined in the belt.

 

Gold mineralization at Maricunga is hosted in the Refugio volcanic-intrusive complex of Early Miocene age. These rocks are largely of intermediate composition. The Refugio volcanic-intrusive complex is exposed over an area of 12 square kilometres and consists of andesitic to dacitic domes, flows, and breccias that are intruded by subvolcanic porphyries and breccias.

 

Most of the structural trends affecting the Verde and Pancho deposits are related to fracture systems rather than fault zones. One of the main structural features influencing the Pancho deposit is the Falla Guatita fault zone. Field mapping suggests that there may be significant vertical displacement on this structure. Another major fault affecting the Pancho deposit is the Falla Moreno. This structure trends roughly east—west and forms an approximate northern boundary for the mineralization at Pancho.

 

Production at Maricunga reopened in October 2005 and achieved its targeted rate of 14 Mt/a (40,000 tonnes per day) in late 2005. Due to water restrictions imposed by the SMA, mining and crushing at Maricunga were suspended in 2016 (see below). Rinsing of the heap leach is still ongoing.

 

The Maricunga gold recovery process consists of a single-line primary crushing, fine crushing (secondary and tertiary), heap leaching using cyanide solution, followed by carbon adsorption and regeneration plant operation. The plant can process 48,000 tonnes per day of dry Maricunga ore. The crushing plant product is approximately 80% passing 12 millimetres. Crushed ore is hauled to the heap leach pads by haul trucks. Based on the recovery estimates by ore type, gold recovery over the mine life is expected to average 56.3% of contained gold in the plant feed.

 

Construction of a sulfidization, acidification, recycling and thickening (“SART”) plant was completed in late 2012 and commissioned during 2013.

 

Since May 2016 the ore stacked in the heap has been rinsed with the objective to reduce cyanide concentration through natural processes, such as photo-degradation, oxidative processes and volatilization.

 

CMM currently maintains the following areas: wet area (SART plant, absorption-desorption-regeneration plant, leach pad and ponds), Pantanillo water wells, administration facilities, camp, high voltage and medium voltage power lines, auxiliary service plants and auxiliary support.

 

To date, this condition of partial suspension requires the maintenance of the water balance of the pile through the recirculation of solutions.

 

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No exploration activities were performed in 2019.

 

In August 2015, the Company obtained an Approval Resolution for the CMM Closure Plan under the transitory regime before the Servicio Nacional de Geologia y Mineria (“Sernageomin”). An updated closure plan is being developed in order to modify the approved closure measures in the environmental permits. In November 2016, CMM submitted materials to Sernageomin in respect of a temporary partial closure plan, which was approved by the authority in September 2018. Kinross estimates the net present value of future cash outflows for site reclamation and remediation costs at Maricunga under IFRS as at December 31, 2019, at approximately $68.7 million.

 

Chirano, Ghana

 

Kinross acquired the Chirano gold mine as part of the September 17, 2010 acquisition of Red Back. Chirano Gold Mines Limited (“CGML”) is 90% owned by Kinross with the remaining 10% owned as a carried interest by the Government of Ghana. Detailed financial, production and operations information for Chirano is available in Kinross’ MD&A for the year ended December 31, 2019.

 

The project is located in southwest Ghana primarily in the Bibiani-Anhwiaso-Bekwai District with the remainder located in the Sefwi Wiawso District of the Western Region of Ghana. The mine is located approximately 100 kilometres southwest of Kumasi, which is Ghana’s second largest city. Access to the gold mine from the capital Accra is via a paved highway to Kumasi and then running southwest towards Bibiani and onwards to Sefwi-Bekwai.

 

Geologically, the project area lies within the Paleoproterozoic terrain of south-west Ghana, located within the Sefwi Gold Belt, very close to its margin against the Kumasi Basin to the east. Both the belt and basin consist of rocks of Birimian age, with the belt dominated by mafic volcanic and the basin typified by fine-grained, deep-water sediments. Both are intruded by granites. Gold mineralization of economic importance at Chirano is located along a 10 kilometre shear zone known as the Chirano Shear, which hosts the majority of the gold mineralization, although additional splay shears can host gold mineralization of economic importance.

 

The Chirano gold mine started production in October 2005 with a surface mining operation from three open pits. Surface operations stopped at the end of the second quarter of 2017. Since then, gold production has been primarily from three underground mining operations, until the second quarter of 2019 when surface operations re-commenced.

 

Processing capacity is 3.5 Mt/a using a conventional three-stage crushing circuit, followed by primary and secondary ball mills for fine grinding. After grinding and 24 hours of cyanide leaching, a carbon-in-leach circuit extracts gold in solution to activated carbon. A conventional carbon elution and electrowinning circuit recovers gold which is then smelted to gold doré for shipment to international gold refiners. Gold recovery using the above-described process is typically 91% to 92%. Attributable annual gold production was approximately 181,167 ounces in 2019.

 

Based on the 2019 mineral reserves, Chirano is expected to continue production into mid-2022. In October 2018, Chirano filed with the Minerals Commission (“MinCom”), a department of the Ministry of Lands and Natural Resources, an application for the extension of the term of its mining lease which was due to expire on April 7, 2019. The Minister has approved an extension of the mining lease for another 15 years, expiring on December 22, 2034. The signed lease is awaiting final ratification by parliament.

 

CGML employs approximately 973 permanent employees and 53 trainees and short-term employees. In addition, there are approximately 1,037 contract employees, many of whom are associated with the mining services, camp services, employee transport, and exploration and site security services. CGML and the Company are committed to a health and safety program that protects the safety and well-being of staff, clients, contractors and the general public in all aspects of its business operations.

 

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During 2019, exploration activities continued to advance the mine’s potential for a significant mine life extension on the known lode horizon and other promising west splay structures and on several district targets, including the completion of 34,141 metres of drilling in 132 drill holes. Drill programs beneath the existing pits and within the existing underground operations continued to extend the limits of the known mineralization. In 2020, planned exploration activities include approximately 40,000 metres of drilling to continue testing resources on the mining lease and adjacent prospecting licenses in support of engineering scoping studies.

 

The operations are in compliance to the Guidelines for Mining in Productive Forest Reserves in Ghana. In alignment with Kinross’ environmental policy, the site proactively manages potential environmental risks associated with all operations, part of which are within the forest reserves. There is a closure plan in place to return disturbed areas to a functional, viable and self-sustaining ecosystem where feasible. Kinross estimates the net present value of future cash outflows for site reclamation and remediation costs at Chirano under IFRS as at December 31, 2019, at approximately $37.6 million.

 

Chulbatkan, Russian Federation

 

Kinross acquired its interest in the Chulbatkan project in January 2020 and it is owned by Kupol Ventures Limited, a company formed in Cyprus, which is 100% owned by Kinross. Chulbatkan is located in the Khabarovsk region of Far East Russia, approximately the same distance from the Company’s regional office in Magadan as its existing Kupol and Dvoinoye operations.

 

Chulbatkan is a relatively high-grade, open-pit, heap leachable project. The Chulbatkan deposit is near surface with highly continuous mineralization and is open along strike and at depth with potential for additional high-grade structures. The footprint of the current Chulbatkan resource represents less than 1% of the total 120 square kilometre license area. The current license for exploration and mining at Chulbatkan is valid until the end of 2037.

 

The Company has commenced a comprehensive exploration drilling program at Chulbatkan with the view to updating the current resource base at year-end 2020. Kinross expects to spend approximately $10 million on initial exploration drilling at Chulbatkan during the year. The Company is also planning to convert estimated mineral resources to estimated mineral reserves, complete pre-feasibility and feasibility studies for the project within approximately three years, and is targeting a subsequent two-year construction period.

 

As part of the acquisition, N-Mining received a 1.5% net smelter return royalty on future production from Chulbatkan and contingent consideration of $50 per ounce of future proven and probable reserves beyond the first 3.25 million of declared proven and probable ounces of gold. The Company has the right to purchase 0.5% of the net smelter return royalty from N-Mining, reducing the total royalty from 1.5% to 1.0%, for $10 million or more depending on the price of gold at such time.

 

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RISK FACTORS

 


 

The business and operations of Kinross are subject to risks. In addition to considering the other information in this AIF, you should consider carefully the following factors in deciding whether to invest in securities of Kinross. If any of these risks occur, or if other risks not currently anticipated or fully appreciated occur, the business and prospects of Kinross could be materially adversely affected, which could have a material adverse effect on Kinross’ valuation and the trading price for its shares.

 

The financial and operational performance of Kinross is dependent on gold and silver prices.

 

The profitability of Kinross’ operations is significantly affected by changes in the market price of gold and silver. Gold and silver prices fluctuate on a daily basis and are affected by numerous factors beyond the control of Kinross. The price of gold and/or silver can be subject to volatile price movements and future serious price declines could cause continued commercial production to be impractical. Depending on the prices of gold and silver, cash flow from mining operations may not be sufficient to cover costs of production and capital expenditures. If, as a result of a decline in gold and/or silver prices, revenues from metal sales were to fall below cash operating costs, production may be discontinued. The factors that may affect the price of gold and silver include industry factors such as: industrial and jewelry demand; the level of demand for the metal as an investment; central bank lending, sales and purchases of the metal; speculative trading; and costs of and levels of global production by producers of the metal. Gold and silver prices may also be affected by macroeconomic factors, including: expectations of the future rate of inflation; the strength of, and confidence in, the US dollar, the currency in which the price of the metal is generally quoted, and other currencies; interest rates; and global or regional political or economic uncertainties.

 

In 2019, the Company’s average realized gold price increased to $1,392 per ounce from $1,268 per ounce in 2018. If the world market price of gold and/or silver were to drop and the prices realized by Kinross on gold and/or silver sales were to decrease substantially and remain at such a level for any substantial period, Kinross’ profitability and cash flow would be negatively affected. In such circumstances, Kinross may determine that it is not economically feasible to continue commercial production at some or all of its operations or the development of some or all of its current projects, which could have an adverse impact on Kinross’ financial performance and results of operations, possibly material. Kinross may curtail or suspend some or all of its exploration activities, with the result that depleted mineral reserves are not replaced. In addition, the market value of Kinross’ gold and/or silver inventory may be reduced and existing mineral reserves and resource estimates may be reduced to the extent that ore cannot be mined and processed economically at the prevailing prices.

 

Kinross may be negatively affected by an outbreak of infectious disease or pandemic.

 

An outbreak of infectious disease, pandemic or a similar public health threat, such as the COVID-19 outbreak, and the response thereto, could adversely impact the Company, both operationally and financially. The global response to the COVID-19 outbreak has resulted in, among other things, border closures, severe travel restrictions and extreme fluctuations in financial and commodity markets. Additional measures may be implemented by one or more governments around the world in jurisdictions where the Company operates. Labour shortages due to illness, Company or government imposed isolation programs, or restrictions on the movement of personnel or possible supply chain disruptions could result in a reduction or interruption of the Company’s operations, including mine shutdowns or suspensions. The inability to transport or refine and process the Company’s products could have a material adverse effect on the Company’s future cash flows, earnings, results of operations and financial condition. While the Company’s operations have not been materially impacted to date, there can be no assurance that Kinross will remain unaffected by the current COVID-19 crisis or potential future health crises. The extent to which COVID-19 and any other pandemic or public health crisis impacts our business, affairs, operations, financial condition, liquidity, availability of credit and results of operations will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of and the actions required to contain the COVID-19 or remedy its impact, among others.

 

Kinross’ operations and profitability are affected by shortages and price volatility of other commodities and equipment.

 

The Company is dependent on various input commodities (such as diesel fuel, electricity, natural gas, steel, concrete and cyanide), labour, and equipment (including parts) to conduct its mining operations and development projects. A shortage of such input commodities, labour, or equipment or a significant increase in their costs could have a material adverse effect on the Company’s ability to carry out its operations and therefore limit, or increase the cost of, production. The Company is also dependent on access to and supply of water and electricity to carry out its mining operations, and such access and supply may not be readily available, especially at the Company’s operations in Chile, Brazil and Ghana. Market prices of input commodities can be subject to volatile price movements which can be material, occur over short periods of time and are affected by factors that are beyond the Company’s control. An increase in the cost, or decrease in the availability, of input commodities, labour, or equipment, due to factors beyond the Company’s control such as a pandemic or a similar public health threat, may affect the timely conduct and cost of Kinross’ operations and development projects. If the costs of certain input commodities consumed or otherwise used in connection with Kinross’ operations and development projects were to increase significantly, and remain at such levels for a substantial period, the Company may determine that it is not economically feasible to

 

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continue commercial production at some or all of its operations or the development of some or all of its current projects, which could have an adverse impact on the Company’s financial performance and results of operations. From time to time, Kinross transacts in energy hedging to reduce the risk associated with fuel price fluctuations.

 

Changes to the extensive regulatory and environmental rules and regulations to which Kinross is subject could have a material adverse effect on Kinross’ future operations.

 

Kinross’ operations and exploration activities are subject to various laws and regulations governing the protection of the environment, exploration, development, production, imports/exports, taxes, labour standards, occupational health, waste disposal, toxic substances, mine closure, mine safety, public health and other matters. The legal and political circumstances outside of North America cause these risks to be different from, and in many cases, greater than, comparable risks associated with operations within North America. New laws and regulations, amendments to existing laws and regulations, or more stringent enforcement of existing laws and regulations could have a material adverse impact on Kinross, increase costs, cause a reduction in levels of production and/or delay or prevent the development of new mining properties. Compliance with these laws and regulations is part of the business and requires significant expenditures. Changes in laws and regulations, or enforcement including those pertaining to the rights of leaseholders or the payment of royalties, net profit interest or similar obligations, could adversely affect Kinross’ operations or substantially increase the costs associated with those operations. Kinross is unable to predict what new legislation or revisions may be proposed that might affect its business or when any such proposals, if enacted, might become effective.

 

In light of tailings dam incidents in Brazil in 2015 and 2019, federal lawmakers have proposed legislation aimed at addressing risks of future tailings dam failures. While there are a variety of measures under consideration, proposed legislation includes the potential increase of financial assurance requirements, increased fines and penalties for environmental damages and/or requirements for the Company to further address risks to residents downstream. State laws and regulations are also pending on these issues. These laws and regulations may adversely affect Kinross’ operations in Brazil or increase the costs associated with those operations.

 

Certain operations of the Company are the subject of ongoing regulatory review and evaluation by governmental authorities. These may result in additional regulatory actions against the affected operating subsidiaries, and may have an adverse effect on the Company’s future operations and/or financial condition. For further details, refer to the “Legal Proceedings and Regulatory Actions” section.

 

Kinross’ future plans rely on mine development projects, which involve significant uncertainties.

 

Kinross must continually replace and expand its mineral reserves as they are depleted by production at its operations in order to maintain or grow its total mineral reserve base. Similarly, the Company’s ability to increase or maintain present gold and silver production levels is dependent in part on the successful development of new mines and/or expansion of existing mining operations. Kinross is dependent on future growth from development projects. Development projects rely on the accuracy of predicted factors including: capital and operating costs; metallurgical recoveries; mineral reserve estimates; and future metal prices. Once a site with mineralization is discovered, it may take several years from the initial phases of drilling until production is possible. Development projects are subject to accurate feasibility studies, the acquisition of surface or land rights and the issuance of necessary governmental permits and approvals. Unforeseen circumstances, including those related to the amount and nature of the mineralization at the development site, technological impediments to extraction and processing, legal requirements, governmental intervention, infrastructure limitations, environmental issues, disputes with local communities or other events, could result in one or more of our planned developments becoming impractical or uneconomic. Any such occurrence could have an adverse impact on Kinross’ financial condition and results of operations.

 

In addition, as a result of the substantial expenditures involved, developments projects are at significant risk of material cost overruns versus budget. The capital expenditures and time required to develop new mines are considerable and changes in cost or construction schedules can significantly increase both the

 

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time and capital required to build the project. The project development schedules are also dependent on obtaining the governmental permits and approvals necessary for the operation of a project. The timeline to obtain these government permits and approvals is often beyond the control of Kinross. It is not unusual in the mining industry for new mining operations to experience unexpected problems during the start-up phase, resulting in delays and requiring more capital than anticipated.

 

Actual production and cost outcomes may differ significantly from production and cost estimates.

 

The Company prepares estimates of future production, operating costs and capital costs for its operations. Despite the Company’s best efforts to budget and estimate such costs, as a result of the substantial expenditures involved in the development of mineral projects and the fluctuation and increase of costs over time, development projects may be prone to material cost overruns. Kinross’ actual production and costs may vary from estimates for a variety of reasons, including: increased competition for resources and development inputs; cost inflation affecting the mining industry in general; actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; short term operating factors including relating to the ore mineral reserves, such as the need for sequential development of ore bodies and the processing of new or different ore grades; revisions to mine plans; difficulties with supply chain management, including the implementation and management of enterprise resource planning software; risks and hazards associated with development, mining and processing; natural phenomena, such as inclement weather conditions, water availability (such as in Chile), floods, earthquakes and pandemics; and unexpected labour shortages, strikes or other disruptions. Costs of production may also be affected by a variety of factors, including: ore grade, ore hardness, metallurgy, changing waste-to-ore ratios, labour costs, cost of services, commodities (such as power and fuel) and other inputs, general inflationary pressures and currency exchange rates. Many of these factors are beyond Kinross’ control. No assurance can be given that Kinross’ cost estimates will be achieved. Failure to achieve production or cost estimates or material increases in costs could have an adverse impact on Kinross’ future cash flows, profitability, results of operations and financial condition.

 

The mineral reserve and mineral resource figures of Kinross are only estimates and are subject to revision based on developing information.

 

The figures for mineral reserves and mineral resources presented herein, including the anticipated tonnages and grades that will be achieved or the indicated level of recovery that will be realized, are estimates and no assurances can be given as to their accuracy. Such estimates are, in large part, based on interpretations of geological data obtained from drill holes and other sampling techniques. Actual mineralization or formations may be different from those predicted. It may also take many years from the initial phase of drilling before production is possible, and during that time the economic feasibility of exploiting a deposit may change. Reserve and resource estimates are materially dependent on prevailing gold and silver prices and price assumptions used in those estimates, and the cost of recovering and processing minerals at the individual mine sites. Market fluctuations in metal prices may render the mining of mineral reserves and mineral resources uneconomical and require Kinross to take a write-down of an asset or to discontinue development or production. Moreover, short-term operating factors relating to the mineral reserves, such as the need for orderly development of the ore body or the processing of new or different ore grades, may cause a mining operation to be unprofitable in any particular accounting period.

 

Prolonged declines in the market price of gold and/or silver may render mineral reserves containing relatively lower grades of gold and/or silver mineralization uneconomic to exploit and could materially reduce Kinross’ mineral reserve estimates. Should such reductions occur, material write-downs of Kinross’ investments in mining properties or the discontinuation of development or production might be required, and there could be material delays in the development of new projects, increased net losses and reduced cash flow. There is no assurance that Kinross will achieve indicated levels of gold or silver recovery or obtain the prices assumed in determining the mineral reserves. The estimates of mineral reserves and mineral resources attributable to a specific property are based on accepted engineering and evaluation principles. The estimated

 

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amount of contained gold and silver in proven and probable mineral reserves does not necessarily represent an estimate of a fair market value of the evaluated properties.

 

There are numerous uncertainties inherent in estimating quantities of mineral reserves and mineral resources. The estimates in this AIF are based on various assumptions relating to metal prices and exchange rates during the expected life of production, mineralization of the area to be mined, the projected cost of mining, and the results of additional planned development work. Actual future production rates and amounts, revenues, taxes, operating expenses, environmental and regulatory compliance expenditures, development expenditures, and recovery rates may vary substantially from those assumed in the estimates. Any significant change in these assumptions, including changes that result from variances between projected and actual results, could result in a material downward or upward revision of current estimates.

 

Kinross’ operations may be adversely affected by changing political, legal and economic conditions.

 

The Company has mining and exploration operations in various regions of the world, including the United States, Brazil, Chile, the Russian Federation, Mauritania, Ghana, and Canada and such operations are exposed to various levels of political, security, legal, economic, health and safety and other risks and uncertainties. These risks and uncertainties vary from country to country and include, but are not limited to: terrorism; hostage taking; crime, including organized criminal enterprise; thefts, armed robberies and illegal incursions on property (as may occur at Paracatu and Tasiast from time to time) which illegal incursions could result in serious security and operational issues, including the endangerment of life and property; criminal or regulatory investigations; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; the risks of civil unrest (such as ongoing protests in Chile); expropriation and nationalization; renegotiation or nullification of existing concessions, conventions, licenses, permits and contracts (including work permits for non nationals at Tasiast); illegal mining (including at Tasiast and Chirano) could result in serious environmental, social, political, security and operational issues, including the endangerment of life and property; adequacy, response and training of local law enforcement; political regime change due to elections; changes to policies and regulations impacting the mining sector; restrictions on foreign exchange and repatriation of funds; restrictions on the movement of personnel or importation of goods and equipment; global health crises or pandemics; changing political conditions, currency controls, and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

 

Future political and economic conditions in these countries may result in these governments adopting different policies with respect to foreign investment, and development and ownership of mineral resources. Any changes in such policies may result in changes in laws affecting ownership of assets, foreign investment, mining exploration and development, taxation including value added and withholding taxes, royalties, currency exchange rates, gold sales, environmental protection, labour relations, price controls, repatriation of income, and return of capital, which may affect both the ability of Kinross to undertake exploration and development activities in respect of future properties in the manner currently contemplated, as well as its ability to continue to explore, develop, and operate those properties to which it has rights relating to exploration, development, and operation. Future governments in these countries may adopt substantially different policies, which might extend to, as an example, expropriation of assets.

 

The tax regimes in these countries may be subject to differing interpretations or levels of enforcement and are subject to change from time to time. Kinross’ interpretation of taxation law as applied to its transactions and activities may not coincide with that of the tax authorities in a given country. As a result, transactions may be challenged by tax authorities and Kinross’ operations may be assessed, which could result in significant additional taxes, penalties and interest. In addition, in certain jurisdictions (such as Brazil and Mauritania) Kinross may be required to pay refundable value added tax (“VAT”) on certain purchases. There can be no assurance that the Company will be able to collect all, or part, of the amount of VAT refunds which are owed to the Company.

 

The Company is subject to the considerations and risks of operating in the Russian Federation. Certain currency conversion risks exist in the Russian economy. Russian legislation currently permits the conversion of rouble revenues into foreign currency. Any delay or other difficulty in converting roubles into

 

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a foreign currency to make a payment or delay in or restriction on the transfer of foreign currency could limit our ability to meet our payment and debt obligations, which could result in the loss of suppliers, acceleration of debt obligations, etc. There is also a risk that further sanctions or other penalties will be imposed, or other actions will be taken, as a result of ongoing political tensions and uncertainties with respect to the Russian Federation (including as a result of the Russian Federation’s foreign policy decisions, actions in respect of Ukraine and allegations of cyberattacks).

 

Anti-bribery Legislation

 

The Foreign Corrupt Practices Act (United States) and the Corruption of Foreign Public Officials Act (Canada) and similar anti-bribery legislation prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business or other commercial advantage. Company policies mandate strict compliance with applicable anti-bribery legislation. Kinross operates in jurisdictions that have experienced governmental and private sector corruption to some degree. There can be no assurance that Kinross’ internal control policies and procedures will always protect it from reckless or other inappropriate acts committed by the Company’s affiliates, employees or agents. Allegations of any violations of anti-bribery legislation may result in costly and time consuming investigations. Violations of such legislation could result in fines or penalties and have a material adverse effect on Kinross’ reputation and social license to operate.

 

Kinross’ operations may be adversely affected if its licenses and permits are challenged, revoked, amended, not issued or not renewed.

 

The development projects and operations of Kinross require licenses and permits from various governmental authorities. However, such licenses and permits are subject to challenge and change in various circumstances. Applicable governmental authorities may revoke or refuse to issue, amend or renew necessary permits. The loss of such permits may hinder Kinross’ ability to operate and could have a material effect on Kinross’ financial performance and results of operations. There can be no guarantee that Kinross will be able to obtain or maintain all necessary licenses and permits that may be required to explore and develop its properties, commence construction of or operation of mining facilities, or to maintain continued operations that economically justify the cost. Kinross endeavors to be in compliance with these licenses and permits, and underlying laws and regulations, at all times.

 

Kinross is subject to hazards and risks associated with exploration and mining activities and insurance may be insufficient to cover these risks.

 

The operations of Kinross are subject to the hazards and risks normally incidental to exploration, development and production activities of precious metals mining properties, any of which could result in damage to life or property, or environmental damage, and possible legal liability for such damage. The activities of Kinross may be subject to prolonged disruptions due to weather conditions depending on the location of operations in which it has interests. Hazards and risks, such as unusual or unexpected formations, faults and other geologic structures, rock bursts, pressures, cave-ins, flooding, pit wall failures, tailings dam failures, ground and slope failures and inventory theft, could have an adverse impact on Kinross’ operations. While Kinross may obtain insurance against certain risks, potential claims could exceed policy limits or could be excluded from coverage. There are also risks against which Kinross cannot or may elect not to insure. The potential costs which could be associated with any liabilities not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting the future earnings and competitive position of Kinross and, potentially, its financial viability.

 

Further, few mining properties that are explored are ultimately developed into producing mines. Major expenditures are required to establish reserves by drilling and to construct mining and processing facilities. Large amounts of capital are frequently required to purchase necessary equipment. Delays due to equipment malfunction or inadequacy may adversely affect Kinross’ results of operations. It is impossible to ensure that the current or proposed exploration programs on properties in which Kinross has an interest will result in profitable commercial mining operations.

 

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Mining, processing, development, and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources, and water supply are important determinants which affect capital and operating costs. Lack of such infrastructure or unusual or infrequent weather phenomena, sabotage, terrorism, government, or other interference in the maintenance or provision of such infrastructure could adversely affect Kinross’ operations, financial condition, and results of operations.

 

Available insurance does not cover all the potential risks associated with a mining company’s operations. Kinross may also be unable to maintain insurance to cover insurable risks at economically feasible premiums, and insurance coverage may not be available in the future or may not be adequate to cover any resulting loss. The Company’s existing insurance policies contain certain exceptions where coverage may not be available (including bullion losses not attributable to theft).

 

Moreover, insurance against risks such as the validity and ownership of unpatented mining claims and mill sites and environmental pollution or other hazards as a result of exploration and production is not generally available to Kinross or to other companies in the mining industry on acceptable terms. As a result, Kinross might become subject to liability for environmental damage or other hazards for which it is completely or partially uninsured or for which it elects not to insure because of premium costs or other reasons. Losses from these events may cause Kinross to incur significant costs that could have a material adverse effect upon its financial condition and results of operations.

 

If Kinross does not develop additional mineral reserves, it may not be able to sustain future operations.

 

Because mines have limited lives, Kinross must continually replace and expand its mineral reserves as they are depleted by production at its operations in order to maintain or grow its total mineral reserve base. The life of mine estimates included in this AIF for each of Kinross’ material properties are based on a number of factors and assumptions and may prove to be incorrect. Kinross’ ability to maintain or increase its annual production of gold and silver will significantly depend on its ability to bring new mines into production and to expand mineral reserves at existing mines. Once a site with mineralization is discovered, it may take several years from the initial phases of drilling until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish mineral reserves and to construct mining and processing facilities. As a result of these uncertainties, there is no assurance that current or future exploration programs will be successful. There is a risk that depletion of reserves will not be offset by discoveries. As a result, the reserve base of Kinross may decline if reserves are mined without adequate replacement and Kinross may not be able to sustain production beyond the current mine lives, based on current production rates.

 

The mineral resources of Kinross may not be economically developable, in which case Kinross may never recover its expenditures for exploration and/or development.

 

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty of measured, indicated or inferred mineral resources, these mineral resources may never be upgraded to proven and probable mineral reserves. Measured, indicated and inferred mineral resources are not recognized by the SEC and U.S. investors are cautioned not to assume that any part of mineral deposits in these categories will ever be converted into reserves or recovered.

 

The exploration and development of mineral deposits involves significant financial and other risks over an extended period of time which may not be eliminated even with careful evaluation, experience and knowledge. While discovery of gold-bearing geological structures may result in substantial rewards, few properties explored are ultimately developed into producing mines. Major expenditures are required to establish reserves by drilling and to construct mining and processing facilities at a site. It is impossible to ensure that the current or proposed exploration programs on properties in which Kinross has an interest will result in profitable commercial mining operations.

 

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Kinross is subject to risks related to environmental liability, including liability for environmental damages caused by mining activities prior to ownership by Kinross and reclamation costs and related liabilities.

 

Mining, like many other extractive natural resource industries, is subject to potential risks and liabilities associated with the effects on the environment resulting from mineral exploration and production. The Company may be held responsible for the costs of addressing contamination at, or arising from, current or former activities. Environmental liability may result from activities conducted by others prior to the ownership of a property by Kinross. In addition, Kinross may be liable to third parties for exposure to hazardous materials or substances, or may otherwise be involved in civil litigation related to environmental claims. The costs associated with such responsibilities and liabilities may be substantial. The payment of such liabilities would reduce funds otherwise available and could have a material adverse effect on Kinross. Should Kinross be unable to fully fund the cost of remedying an environmental problem, Kinross might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy, which could have a material adverse effect on the operations and business of Kinross.

 

In the United States, certain mining wastes from extraction and processing of ores that would otherwise be considered hazardous waste under the U.S. Resource Conservation and Recovery Act (“RCRA”) and state law equivalents, are currently exempt from certain U.S. Environmental Protection Agency (“EPA”) regulations governing hazardous waste. If mine wastes from the Company’s U.S. mining operations, including those at the Sunnyside Mine (see “Legal Proceedings and Regulatory Actions” section), are not exempt, and are treated as hazardous waste under the RCRA, material expenditures could be required for waste management and/or the construction of additional waste disposal facilities. In addition, the Company’s activities and ownership interests potentially expose the Company to liability under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and its state law equivalents. Under CERCLA and its state law equivalents, subject to certain defenses, any present or past owners or operators of a facility, and any parties that disposed or arranged for the disposal of hazardous substances at such a facility, could be held jointly and severally liable for cleanup costs and may be forced to undertake remedial cleanup actions or to pay for the cleanup efforts in response to unpermitted releases of hazardous substances. Such parties may also be liable to governmental entities for the cost of damages to natural resources, which may be substantial. Additional regulations or requirements may also be imposed upon the Company’s operations, tailings, and waste disposal areas as well as upon mine closure under federal and state environmental laws and regulations, including, without limitation, the U.S. Clean Water Act and state law equivalents. Air emissions in the U.S. are subject to the Clean Air Act and its state equivalents as well. Additionally, the Company is subject to other federal and state environmental laws, and potential claims existing under common law, relating to the operation and closure of the Company’s U.S. mine sites.

 

Kinross is generally required to submit for government approval a reclamation plan and to pay for the reclamation of its mine sites upon the completion of mining activities. Kinross estimates the net present value of future cash outflows for reclamation and remediation costs under IFRS at $866.1 million as at December 31, 2019 based on information available as of that date. Any significant increases over the current estimates of these costs could have a material adverse effect on Kinross.

 

In certain jurisdictions, the Company is required, or may be required in the future, to provide financial assurances covering reclamation costs, cleanup costs or other actual or potential liabilities arising out of its activities or ownership. These costs and liabilities may be significant and may exceed the provisions the Company has made in respect of these costs and liabilities. In some jurisdictions bonds, letters of credit or other forms of financial assurance are required, or may be required in the future, as security for these costs and liabilities. The amount and nature of financial assurance are dependent upon a number of factors, including the Company’s financial condition, cost estimates and thresholds set by applicable governments or legislation. Kinross may be required to replace or supplement existing financial assurances, or source new financial assurances with more expensive forms, which might include cash deposits, which would reduce its cash available for operations and financing activities. There can be no guarantee that Kinross will be able to maintain or add to its current level of financial assurance or meet the requirements set by regulatory authorities in the future. These new requirements may include, but are not limited to, financial assurances intended to cover potential environmental cleanup costs or potential liabilities associated with the Company’s mine sites, including its tailings facilities and other infrastructure. To the extent that Kinross is or becomes unable to post and maintain sufficient financial assurance covering these requirements, where required it could potentially result in closure of one or more of the Company’s operations, which could have a material adverse effect on the financial condition of the Company.

 

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As of December 31, 2019, letters of credit totalling $391.9 million had been issued to various regulatory agencies to satisfy financial assurance requirements for this purpose. The letters of credit were issued against the Company’s letter of credit guarantee facility with EDC, the corporate revolving credit facility, and pursuant to arrangements with certain international banks. The Company is in compliance with all applicable requirements under these facilities. In addition, at December 31, 2019, the Company had  $275.7 million in surety bonds outstanding for this purpose with respect to its operations in the United States. The surety bonds were issued pursuant to arrangements with international insurance companies.

 

Developments in Russia may have adverse effects on Kinross’ operations in Russia.

 

On May 7, 2008, the Russian federal laws “On the Procedure for Foreign Investment in Companies of Strategic Significance for State Defence and Security” (as amended, the “Strategic Investments Law”) and “On Amendments to the Subsoil Law” (as amended, the “Subsoil Law”) came into effect. A number of important amendments to the Strategic Investments Law became effective on December 6, 2014, July 30, 2017 and June 12, 2018.

 

The Strategic Investments Law sets forth the criteria whereby certain transactions entered into by a foreign investor require prior approval from the Russian Governmental Commission chaired by the Russian Prime Minister (the “Strategic Commission”). Such approval will be required if: (a) a Russian company (“RusCo”) is engaged in activities which are defined as strategic for the purposes of national security and defence, and (b) a RusCo holds rights to a “strategic deposit” (such as Kupol and Dvoinoye) and a potential foreign investor directly or indirectly obtains 25% (formerly 10%) or more of the voting shares of the RusCo, or there exists some other mechanism for control over (such as a management agreement) the RusCo including any actions as a result of which a foreign investor or group of persons acquires the right to determine the decisions of the management of the RusCo (such as terms of its business activities). This approval requirement applies in respect of number of transactions, including direct or indirect acquisitions of equity interests, such that a third party, non-Russian purchaser of 25% or more of Kinross’ ownership interest, will be required to obtain applicable governmental approvals. Any transactions involving the acquisition of ownership, possession or use of basic production assets, the value of which is 25% or more of the balance value, shall also be subject to the prior approval of the competent state bodies.

 

On July 1, 2017, amendments made to the Strategic Investments Law by Federal Law No. 155-FZ included a new regime and thresholds for the approval of transactions for foreign sovereign investors (i.e., foreign states and international organizations and any of their subsidiaries). Offshore companies were those companies from the jurisdictions listed in the Ministry of Finance Order No. 108n dated November 13, 2007.

 

On May 31, 2018, Federal Law No. 122-FZ came into effect amending the Strategic Investments Law and introducing a new category of a “non-disclosing foreign investor” instead of the previous “offshore company” introduced into the Strategic Investments Law in July 2017.

 

The latest amendments have replaced the category of an “offshore company” with the category of a “non-disclosing foreign investor”. A non-disclosing foreign investor is defined as a company, regardless of jurisdiction of its incorporation, which does not provide information to the Federal Antimonopoly Service on its beneficiaries, beneficial owners and controlling persons. More stringent requirements (in particular, lower thresholds for approval) apply to investments made by the non-disclosing foreign investor, such as:

 

1.     The requirement to obtain prior approval from the Strategic Commission if an acquisition includes more than 25% of the voting shares in the RusCo and more than 5% of the voting shares in the RusCo holding rights to a “strategic deposit”;

2.     A prohibition from acquiring, directly or indirectly, more than 50% of the voting shares in the RusCo (and may not otherwise control the RusCo) and 25% or more of the voting shares in the RusCo holding rights to a “strategic deposit”; and

3.     A prohibition from acquiring fixed assets amounting to 25% or more of the book value of the assets of the RusCo as at the last accounting date.

 

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The Strategic Investments Law also provides for cases when no prior approval is required in respect of the companies holding the rights to a “strategic deposit”.

 

The Strategic Investments Law designates geological study and/or mining work in subsoil areas of federal significance as strategic activity. According to the Subsoil Law, subsoil areas of federal significance, among other things, include those that contain according to the records of the state balance of mineral reserves as of January 1, 2006, gold reserves of 50 tonnes (or 1,763,698 ounces) or more and/or 500,000 tonnes or more of copper.

 

Kinross has successfully obtained Strategic Investments Law approval from the Strategic Commission with respect to the acquisition of Dvoinoye and the acquisition of the remaining 25% of Kupol.

 

Under a new regime introduced in July 2017 by Federal Law No.160-FZ dated July 9, 1999 (as amended) “On Foreign Investments in the Russian Federation” (the “Foreign Investment Law”), the chairman of the Strategic Commission may decide at his own discretion that any transaction (irrespective of amount of stakes/participation interests to be acquired or the nature of business) made by a foreign investor in respect of any Russian legal entity (irrespective of whether or not such Russian entity is a strategic company) is subject to approval pursuant to the Strategic Investments Law. Legal consequences for failure to obtain such prior approval are the same as consequences for failure to obtain prior approval pursuant to the Strategic Investments Law (transactions made in violation of the Strategic Investments Law are void and therefore dual restitution is generally applied, or if it is not possible to apply legal consequences of a void transaction, then the foreign investor is stripped of its voting rights). There are no explicit provisions in the Strategic Investments Law that would prevent the Strategic Commission from reviewing a transaction and potentially blocking it even after it had been closed. In this regard we believe that certain supplement legislation and/or official guidance will follow.

 

Under the Subsoil Law and RF Government Resolution no. 697 dated September 16, 2008, combined license holders controlled by a foreign investor (such as CMGC with respect to the Kupol East and Kupol West licenses) are required to seek approval from the RF government prior to the commencement of mining operations on a strategic deposit under a combined license. The RF government has the right to terminate the combined license after completion of geological surveys, if a strategic deposit is discovered during the exploration stage with respect to these deposits. If such approval is not obtained and the license is terminated, the Company will not be able to mine under the Kupol West combined exploration and mining licenses or the Vodorazdelnaya property after completion of geological surveys. Although the RF Government has granted such approval to other applicable parties, there can be no assurance that such approval to mine will be granted to the license holder by the RF Government or what the terms of such approval might be. In the case of a withdrawal of a license, the RF Government is required to reimburse the expenses (including finance expenses, but subject to a cap on interest) incurred in respect of the geological study of the subsoil plot and any tender fee amount paid by the license holder plus a termination fee (in the case of a gold deposit, the termination fee is equal to 30% of the amount of reimbursable expenses). In addition, the license holder may be paid a finder’s fee by the RF Government in its discretion.

 

Ongoing political tensions and uncertainties with respect to the Russian Federation (including as a result of the Russian Federation’s foreign policy decisions, actions in respect of Ukraine and allegations of cyberattacks) have resulted in the imposition of sectoral and other economic sanctions, and increased the risk that the U.S. and certain other governments may impose further economic, or other, sanctions or penalties on, or may take other actions against, the Russian Federation or on persons and/or companies conducting business in the Russian Federation. There can be no assurance that sanctions or other penalties will not be imposed, or other actions will not be taken, by the Russian Federation, including in response to existing or threatened sanctions or other penalties or actions by the United States, Canada or the European Union and/or other governments against the Russian Federation or persons and/or companies conducting business in the Russian Federation. The imposition of such economic sanctions or other penalties, or such other actions by the Russian Federation and/or other governments, could have a material adverse effect on the Company’s assets and operations. Debt markets and ratings agencies may take the view that the Company is exposed to concentration risk with respect to the Russian Federation, given its significant operations and cash flows coming from that jurisdiction.

 

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Developments in Mauritania may have adverse effects on Kinross’ operations and development projects in Mauritania.

 

Kinross is subject to political, economic and security risks which, should they materialize, may adversely affect the Company’s ability to operate its Tasiast mine in Mauritania. These risks include but are not limited to the following: (1) the potential that the government may attempt to renegotiate current mining conventions, revoke existing stability provisions in those conventions or breach those conventions; (2) political instability ; (3) the security situation in the country may deteriorate; (4) a lack of transparency in the operation of the government and development of new laws; (5) the potential for laws and regulations to be inconsistently applied; (6) disputes under the application of the mining convention; and (7) potential legal and practical difficulties with enforcement of the mining convention. These issues include, but are not limited to, a process and timetable for payment or offset of VAT refunds owed by the government to the Company, production royalties payable by the Company, the long-term stability in the Company’s relationship with the workers’ union, the availability of duty exonerations for fuel, the application of a clear, comprehensive, legally certain and enforceable VAT exemption for the mining industry, labour force management and flexible labour practices and the timely issuance of work permits for the non-national workforce.

 

Title and access to Kinross’ properties may be uncertain and subject to risks.

 

The validity of mining rights, including mining claims which constitute most of Kinross’ property holdings, may, in certain cases, be uncertain and subject to being contested. Kinross’ mining rights, claims and other land titles, particularly title to undeveloped properties, may be defective and open to being challenged by governmental authorities and local communities.

 

Certain of Kinross’ United States mineral rights consist of unpatented mining claims. Unpatented mining claims present unique title risks due to the rules for validity and the opportunities for third-party challenge. These claims are also subject to legal uncertainty as reflected in the action titled Earthworks, et al. vs. Department of the Interior, et al., which is pending in the United States District Court for the District of Columbia, and in which a Kinross subsidiary has intervened. There, plaintiffs contend that the Bureau of Land Management (“BLM”) issued rules that unlawfully allow mining companies to permit too much acreage for millsites and further contend that the BLM must perform formal mining claim validity determinations and require payment of “fair market value” for the claims rather than annual claims maintenance payments.

 

Certain of Kinross’ mining properties are subject to various royalty and land payment agreements. Failure by Kinross to meet its payment obligations under these agreements could result in the loss of related property interests.

 

Certain of Kinross’ properties may be subject to the rights or the asserted rights of various community stakeholders, including indigenous people. The presence of community stakeholders may also impact on the Company’s ability to explore, develop or operate its mining properties. In certain circumstances, consultation with such stakeholders may be required and the outcome may affect the Company’s ability to explore, develop or operate its mining properties.

 

For example, in Brazil, there is legislation requiring the government to grant title to the Quilombola people who either still occupy their traditional lands or who are found, through a process administered by the Instituto Nacional de Colonizacao e Reforma Agraria (“INCRA”), to have rights to certain lands. There are three Quilombola communities which have been registered and certified in the Paracatu area. An INCRA report issued on March 6, 2009 indicated that the Machadinho Quilombola community has rights to 2,217.52 hectares of land in the area, a portion of which (900 hectares) would be affected by the operation of the Eustáquio tailings facility at Paracatu. INCRA has not concluded the land demarcation process.

 

The Federal Public Attorney (“FPA”) in Brazil filed a lawsuit relating to the alleged rights of the Quilombola people in connection with certain lands being used to construct the Eustáquio tailings facility at Paracatu. As part of the lawsuit, the FPA had applied for an injunction seeking to enjoin the issuance by the state authority of the permit to operate the Eustáquio tailings facility. The FPA’s injunction was denied, the permit to operate was issued and the Eustáquio tailings facility has been operating since July 2012. In December, 2013 and January of 2014, the trial court judge issued decisions denying the FPA’s claim. In the

 

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fourth quarter of 2014, the FPA filed appeals challenging the decisions of the trial court. All requests on FPA’s appeal were denied and the decision became final in the first quarter of 2018.

 

Numerous other companies compete in the mining industry, some of which may have greater resources and technical capacity than Kinross and, as a result, Kinross may be unable to effectively compete, which could have a material adverse effect on Kinross’ future operations.

 

The mineral exploration and mining business is competitive in all of its phases. In the search for and the acquisition of attractive mineral properties, Kinross competes with numerous other companies and individuals, including competitors with greater financial, technical and other resources than Kinross. The ability of the Company to operate successfully in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable new producing properties or prospects for mineral exploration. Kinross may be unable to compete successfully with its competitors in acquiring such properties or prospects on terms it considers acceptable, if at all.

 

Internal controls provide no absolute assurances as to reliability of financial reporting and financial statement preparation, and ongoing evaluation may identify areas in need of improvement.

 

Kinross has invested resources to document and assess its system of internal control over financial reporting and undertakes continuous evaluation of such internal controls. Internal control over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, safeguards with respect to the reliability of financial reporting and financial statement preparation.

 

Kinross is required to satisfy the requirement of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), which requires an annual assessment by management of the effectiveness of Kinross’ internal control over financial reporting and an attestation report by Kinross’ independent auditors addressing the effectiveness of Kinross’ internal control over financial reporting.

 

If Kinross fails to maintain the adequacy of its internal control over financial reporting, as such standards are modified, supplemented, or amended from time to time, Kinross may not be able to ensure that it can conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Kinross’ failure to satisfy the requirement of the Sarbanes-Oxley Act on an ongoing, timely basis could result in the loss of investor confidence in the reliability of its consolidated financial statements, which in turn could harm Kinross’ business and negatively impact the trading price of its common shares. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm Kinross’ operating results or cause it to fail to meet its reporting obligations.

 

Although Kinross is committed to ensure ongoing compliance, Kinross cannot be certain that it will be successful in complying with Section 404 of the Sarbanes-Oxley Act.

 

To operate successfully, Kinross is reliant on finding and retaining qualified personnel, including key executives.

 

In order to operate successfully, Kinross must find and retain qualified employees. Kinross and other companies in the mining industry compete for personnel and Kinross is not always able to fill positions in a timely manner. One factor that has contributed to an increased turnover rate is the ageing workforce and it is expected that this factor will further increase the turnover rate in upcoming years. If Kinross is unable to attract and retain qualified personnel or fails to establish adequate succession planning strategies, Kinross’ operations could be adversely affected.

 

In addition, Kinross has a relatively small executive management team and in the event that the services of a number of these executives are no longer available, Kinross and its business could be adversely affected. Kinross does not carry key-person life insurance with respect to its executives.

 

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To operate successfully, Kinross uses an internally generated financial forecast although this cannot account for all market risks.

 

To determine its market risk sensitivities, Kinross uses an internally generated financial forecast model that is sensitized to, among other things, various gold prices, currency exchange rates, interest rates and energy prices. The variable with the greatest impact is the gold price, and Kinross prepares a base case scenario and then sensitizes it by a 10% increase and decrease in the gold price. For 2020, sensitivity to a 10% change in the gold price is estimated to have an approximate $230 million impact on pre-tax earnings. Kinross’ financial forecast covers the projected life of its mines. In each year, gold is produced according to the mine plan. Additionally, for 2020, sensitivity to a 10% change in the silver price is estimated to have an approximate $5 million impact on pre-tax earnings. Costs are estimated based on current production costs plus the impact of any major changes to the operation during its life.

 

Kinross may require additional capital that may not be available.

 

The mining, processing, development, and exploration of Kinross’ properties may require substantial additional financing. Failure to obtain sufficient financing may result in the delay or indefinite postponement of exploration, development or production on any or all of Kinross’ properties, or even a loss of property interest. Additional capital or other types of financing may not be available if needed or, if available, the terms of such financing may be unfavourable to Kinross.

 

The Company’s ability to access investment grade debt markets and the related cost of debt financing is dependent upon maintaining investment grade credit ratings. The Company has investment grade credit ratings from Fitch Ratings, Moody’s, and Standard and Poor’s as set out in the “Ratings” section of this AIF. There is no assurance that these credit ratings will remain in effect for any given period of time or that such ratings will not be revised or withdrawn entirely by the rating agencies. Real or anticipated changes in credit ratings can affect the price of the Company’s existing debt as well as the Company’s ability to access the capital markets and the cost of such debt financing.

 

If the Company is unable to maintain its indebtedness and financial ratios at levels acceptable to its credit rating agencies, or should the Company’s business prospects deteriorate, the ratings currently assigned to the Company by the rating agencies could be downgraded, which could adversely affect the value of the Company’s outstanding securities and existing debt, its ability to obtain new financing on favourable terms, and increase the Company’s borrowing costs.

 

Kinross’ level of indebtedness and an inability to satisfy repayment obligations could have a significant impact on its operations and financial performance.

 

Although Kinross has been successful in repaying debt historically, there can be no assurance that it can continue to do so. Kinross’ level of indebtedness could have important and potentially adverse consequences for its operations and the value of its common shares including: (a) limiting Kinross’ ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution of Kinross’ growth strategy or other purposes; (b) limiting Kinross’ ability to use operating cash flow in other areas because of its obligations to service debt; (c) increasing Kinross’ vulnerability to general adverse economic and industry conditions, including increases in interest rates; (d) limiting Kinross’ ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in government regulation; and (e) limiting Kinross’ ability or increasing the costs to refinance indebtedness.

 

Kinross expects to obtain the funds to pay its expenses and to pay principal and interest on its debt by utilizing cash flow from operations. Kinross’ ability to meet these payment obligations will depend on its future financial performance, which will be affected by financial, business, economic, legal and other factors. Kinross will not be able to control many of these factors, such as economic conditions in the markets in which it operates. Kinross cannot be certain that its future cash flow from operations will be sufficient to allow it to pay principal and interest on Kinross’ debt and meet its other obligations. If cash flow from operations is insufficient or if there is a contravention of its debt covenant, Kinross may be required to refinance all or part of its existing debt, sell assets, borrow more money or issue additional equity. There can be no assurance that Kinross will be able to refinance all or part of its existing debt on terms that are commercially reasonable.

 

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The operations of Kinross in various countries are subject to currency risk.

 

Currency fluctuations may affect the revenues which the Company will realize from its operations since gold and silver are sold in the world market in United States dollars. The costs of Kinross are incurred principally in Canadian dollars, United States dollars, Chilean pesos, Brazilian reais, Russian roubles, Mauritanian ouguiya and Ghanaian cedis. The appreciation of non-U.S. dollar currencies against the U.S. dollar increases the cost of gold and silver production in U.S. dollar terms. Kinross’ results are positively affected when the U.S. dollar strengthens against these foreign currencies and are adversely affected when the U.S. dollar weakens against these foreign currencies. Where possible, Kinross’ cash and cash equivalents balances are primarily held in U.S. dollars. From time to time, Kinross transacts currency hedging to reduce the risk associated with currency fluctuations. While the Chilean peso, Brazilian real, and Russian rouble are currently convertible into Canadian and United States dollars, they may not always be convertible in the future. The Mauritanian ouguiya and Ghanaian cedis are convertible into Canadian and U.S. dollars, but conversion may be subject to regulatory and/or central bank approval.

 

Interest rates are subject to fluctuation risk.

 

Fluctuations in interest rates can affect the Company’s results of operations and cash flow. The Company’s cash and cash equivalents, as well as some of its long-term debt and credit facilities are subject to variable interest rates.

 

Kinross has a practice of no long-term gold hedging, although the Company may from time to time acquire gold and/or silver hedge (or derivative product) obligations through acquisitions and/or employ hedge/derivative products in respect of other commodities, interest rates and/or currencies.

 

The Company’s earnings can vary significantly with fluctuations in the market price of gold and silver. Kinross’ practice is not to hedge long-term metal sales’ exposures. However, the Company may assume or enter into forward sales contracts or similar instruments if hedges are acquired in a business acquisition, if hedges are required under project financing requirements, or when deemed advantageous by management. As at December 31, 2019, there were no metal derivative financial instruments outstanding. In addition, Kinross is not subject to margin requirements on any of its hedging lines.

 

The business of Kinross is dependent on good labour and employment relations.

 

Production at Kinross’ mines is dependent upon the efforts of, and maintaining good relationships with, employees of Kinross. Relations between Kinross and its employees may be impacted by changes in labour relations which may be introduced by, among others, employee groups, unions, and the relevant governmental authorities in whose jurisdictions Kinross carries on business. Adverse changes in such legislation or in the relationship between Kinross and its employees may have a material adverse effect on Kinross’ business, results of operations, and financial condition.

 

The results of Kinross’ operations could be adversely affected by its acquisition strategy and Kinross may not realize the anticipated benefits of recent acquisitions.

 

As part of Kinross’ business strategy, it has sought, and may continue to seek, to acquire new mining and development opportunities in the mining industry, along with assets to support its business operations. Any acquisition that Kinross may choose to complete which may be of a significant size, may change the scale of Kinross’ business and operations, and may expose Kinross to new geographical, political, operational, financial and geological risks. Kinross’ success depends on its ability to identify appropriate acquisition candidates, negotiate acceptable arrangements, including arrangements to finance acquisitions, and to integrate the acquired businesses and their personnel. Kinross may be unable to complete any acquisition or business arrangement that it pursues on favourable terms. Any acquisitions or business arrangements completed may not ultimately benefit Kinross’ business and could impair its results of operations, profitability and financial results. Acquisitions and business arrangements are accompanied by risks including, without limitation: a significant change in commodity prices after Kinross has committed to

 

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complete the transaction and established the purchase price or exchange ratio; an acquired material ore body may prove to be below expectations; Kinross may have difficulty integrating and assimilating the operations, technologies and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization to support the expansion of Kinross’ operations resulting from these acquisitions; the integration of the acquired business or assets may divert management’s attention and disrupt Kinross’ ongoing business and its relationships with employees, customers, suppliers and contractors; and the acquired business or assets may have unknown liabilities which may be significant. Should these or other risks develop, Kinross may suffer significant financial losses or be required to write-down the value of the assets acquired (See Risk Factors related to impairment, below).

 

In addition, in the event that Kinross chooses to raise debt capital to finance any such acquisition, Kinross’ leverage will be increased. If Kinross chooses to use equity as consideration for such acquisition, existing shareholders may suffer dilution. Alternatively, Kinross may choose to finance any such acquisition with its existing resources.

 

There can be no assurance that Kinross would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.

 

Kinross is subject to credit and counterparty risks of third parties with which it contracts.

 

Credit risk relates to cash and cash equivalents, accounts receivable, and derivative contracts and arises from the possibility that a counterparty to an instrument fails to perform. Counterparty risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument. The Company is subject to counterparty risk and may be affected in the event that a counterparty becomes insolvent. To manage both counterparty and credit risk, the Company proactively manages its exposure to individual counterparties. The Company only transacts with highly-rated counterparties. A limit on contingent exposure has been established for each counterparty based on the counterparty’s credit rating, and the Company monitors the financial condition of each counterparty.

 

The Company has not experienced any difficulties to date relating to the counterparties with which it transacts. The counterparties continue to be highly rated, and as noted above, the Company has employed measures to reduce the impact of counterparty risk.

 

Liquidity risk is the risk that the Company may not have sufficient cash resources available to meet its payment obligations. To manage liquidity risk, the Company maintains cash positions and has financing in place that the Company expects will be sufficient to meet its operating and capital expenditure requirements. Potential sources for liquidity could include, but are not limited to: the Company’s current cash position, existing credit facilities, future operating cash flow, and potential private and public financing. Additionally, the Company reviews its short-term operational forecasts regularly and long-term budgets to determine its cash requirements.

 

Kinross may be adversely affected by global financial conditions.

 

The volatility and challenges that economies continue to experience around the world continues to affect the profitability and liquidity of businesses in many industries, which in turn has resulted in the following conditions that may have an effect on the profitability and cash flows of the Company:

 

·              Volatility in commodity prices and foreign exchange rates;

·              Tightening of credit markets;

·              Counterparty risk; and

·              Volatility in the prices of publicly traded entities.

 

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The volatility in commodity prices and foreign exchange rates directly impact the Company’s revenues, earnings and cash flows, as noted above in the Risk Factors related to the gold price and foreign currency exchange risk.

 

Although tighter credit markets could restrict the ability of certain companies to access capital, to date this has not affected the Company’s liquidity.

 

The Company extended the maturity of its revolving credit facility by one year to August 2024. As at December 31, 2019, the Company had $1,453.1 million available under its credit facility arrangements. However, tightening of credit markets may affect the ability of the Company to obtain equity or debt financing in the future on terms favourable to the Company.

 

The Company has not experienced any difficulties to date relating to the counterparties it transacts with. The counterparties continue to be highly rated, and as noted above, the Company has employed measures to reduce the impact of counterparty risk.

 

Continued volatility in equity markets may affect the value of publicly listed companies in Kinross’ equity portfolio. Should declines in the equity values continue and are deemed to be other than temporary, impairment losses may result.

 

Kinross is subject to certain legal proceedings and may be subject to additional litigation in the future.

 

Legal proceedings may be brought against Kinross, for example, litigation based on its business activities, environmental laws, tax matters, volatility in its stock price or failure to comply with its disclosure obligations, which could have a material adverse effect on Kinross’ financial condition or prospects. Regulatory and government agencies may bring legal proceedings in connection with the enforcement of applicable laws and regulations, and as a result Kinross may be subject to expenses of investigations and defense, fines or penalties for violations if proven, and potentially cost and expense to remediate, increased operating costs or changes to operations, and cessation of operations if ordered to do so or required in order to resolve such proceedings. The Company may also become party to disputes governed by the rules of international arbitration.

 

In the event of a dispute arising at Kinross’ foreign operations, Kinross may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada. Kinross’ inability to enforce its rights could have an adverse effect on its future cash flows, earnings, results of operations and financial condition.

 

Kinross may not be able to control the decisions and strategy of joint arrangements to which it is a party.

 

Certain of the operations in which Kinross has an interest are operated through joint arrangements with other mining companies and are subject to the risks normally associated with the conduct of joint arrangements. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on Kinross’ profitability or the viability of its interests held through joint arrangements, which could have a material adverse impact on Kinross’ results of operations and financial condition: (a) inability to exert influence over certain strategic decisions made in respect of joint arrangement properties; (b) disagreement with partners on how to develop and operate mines efficiently; (c) inability of partners to meet their obligations to the joint arrangements or third parties; and (d) litigation between partners regarding joint arrangement matters.

 

Kinross may be negatively affected by market price volatility.

 

Kinross’ common shares are listed on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”). The price of Kinross’ common shares is likely to be significantly affected by

 

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short-term changes in the gold price or in its financial condition or results of operations as reflected in its quarterly earnings reports. Other factors unrelated to the performance of Kinross that may have an effect on the price of Kinross’ common shares include the following: a reduction in analytical coverage of Kinross by investment banks with research capabilities; a drop in trading volume and general market interest in the securities of Kinross may adversely affect an investor’s ability to liquidate an investment and consequently an investor’s interest in acquiring a significant stake in Kinross; a failure of Kinross to meet the reporting and other obligations under Canadian and U.S. securities laws or imposed by the exchanges could result in a delisting of Kinross’ common shares; and a substantial decline in the price of Kinross’ common shares that persists for a significant period of time could cause Kinross’ common shares to be delisted from the TSX or NYSE further reducing market liquidity.

 

As a result of any of these factors, the market price of Kinross’ common shares at any given point in time may not accurately reflect Kinross’ long-term value. Securities class action litigation has been commenced against companies, including Kinross, following periods of volatility or significant decline in the market price of their securities. Securities litigation could result in substantial costs and damages and divert management’s attention and resources. Any decision resulting from any such litigation that is adverse to the Company could have a negative impact on the Company’s financial position.

 

Kinross may record impairment charges which may adversely affect financial results.

 

Goodwill is tested for impairment on an annual basis as at December 31, and at any other time if events or changes in circumstances indicate that the recoverable amount of a cash generating unit (“CGU”) containing goodwill has been reduced below its carrying amount. The carrying value of property, plant and equipment is reviewed at each reporting period end to determine whether there is any indication of impairment or reversal of impairment. If any such indication exists, then the CGU or asset’s recoverable amount is estimated. If the carrying amount of the CGU or asset exceeds its recoverable amount, an impairment is considered to exist and an impairment loss is recognized to reduce the CGU or asset’s carrying value to its recoverable amount. For property, plant and equipment and other long-lived assets, a previously recognized impairment loss may be reversed if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. The recoverable amounts, or fair values, of the Company’s CGUs are based, in part, on certain factors that may be partially or totally outside of Kinross’ control. Kinross’ fair value estimates are based on numerous assumptions, some of which may be subjective, and it is possible that actual fair value could be significantly different than those estimates.

 

A significant delay or disruption in sales of doré as a result of the unexpected discontinuation of services provided by refineries or a failure by refineries to meet outstanding delivery obligations could have a material adverse effect on operations.

 

The Company engages third-party refineries to refine doré into good delivery gold and silver bars, which are in turn sold into open markets. The refineries are located in Canada, Switzerland, Russia, India and the United States. The loss of any one refiner could have a material adverse effect on the Company if alternative refineries are unavailable. There can be no guarantee that alternative refineries would be available if the need for them were to arise or that it would not experience delays or disruptions in sales that would materially and adversely affect results of operations. In addition, the Company has doré inventory at refineries and could incur a loss arising from the refineries’ failure to fulfill their contractual obligations. The Company has legally binding agreements in place for gold and silver sales transactions and bullion insurance, but there is a risk that a refinery will not satisfy its delivery obligations. In such a case, the Company may pursue all remedies available, as appropriate, to enforce any outstanding delivery obligations. If such delivery obligations are not fulfilled by the refinery, remedied by a court in a specific performance or damages judgment or insurance proceeds are not received, the Company will incur a one-time non-cash charge related to the carrying value of the inventory.

 

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Kinross may be negatively affected by cybersecurity incidents or other IT systems disruption as well as evolving data privacy laws and regulations.

 

The Company relies heavily on its information technology systems including, without limitation, its networks, equipment, hardware, software, telecommunications, and other information technology (collectively, “IT systems”), and the IT systems of its vendors and third-party service providers, to operate its business as a whole including mining operations and development projects. IT systems are subject to an increasing threat of continually evolving cybersecurity risks including, without limitation, computer viruses, security breaches, and cyberattacks. In addition, the Company is subject to the risk of unauthorized access to its IT systems or its information through fraud or other means. Kinross’ operations also depend on the timely maintenance, upgrade and replacement of its IT systems, as well as pre-emptive expenses to mitigate cybersecurity risks and other IT systems disruptions.

 

Although Kinross has not experienced any material losses to date relating to cybersecurity, or other IT systems disruptions, there can be no assurance that Kinross will not incur such losses in the future. Despite the Company’s mitigation efforts including implementing an IT systems security risk management framework, the risk and exposure to these threats cannot be fully mitigated because of, among other things, the evolving nature of cybersecurity threats. As a result, cybersecurity and the continued development and enhancement of controls, processes and practices designed to protect IT systems from cybersecurity threats remain a priority. As these threats continue to evolve, the Company, its vendors and third-party service providers, including IT service providers, may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any cybersecurity vulnerabilities.

 

Any cybersecurity incidents or other IT systems disruption could result in production downtimes, operational delays, destruction or corruption of data, security breaches, financial losses from remedial actions, the theft or other compromising of confidential or otherwise protected information, fines and lawsuits, or damage to the Company’s reputation. Any such occurrence could have an adverse impact on Kinross’ financial condition and results of operations.

 

The Company is subject to privacy and data security regulations in several of the jurisdictions that it operates in, such as Canada, Brazil, the United States and the European Union (“EU”). Compliance with such laws, including General Data Protection Regulation in the EU, will affect business conducted in the EU and may also be enforced against entities established outside the EU but processing data of European data subjects. The Company could incur substantial costs in complying with these various national regulations as a result of having to make changes to prior business practices in a manner adverse to our business. Such developments may also require the Company to make system changes and develop new processes, further affecting our compliance costs. In addition, violations of privacy-related regulations can result in significant penalties and reputational harm, which in turn could adversely impact the Company’s business and results of operations.

 

Changes in climate conditions and regulatory regime could adversely affect our business and operations.

 

A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impacts of climate change. Where legislation already exists, regulation

 

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relating to emission levels and energy efficiency is becoming more stringent. The changes in legislation and regulation will likely increase the Company’s compliance costs.

 

In addition, the physical risks of climate change may also have an adverse effect at some of Kinross’ operations. These may include extreme weather events, changes in rainfall patterns, water shortages, and changing temperatures. These physical impacts could require the Company to curtail or close mining production and could prevent the Company from pursuing expansion opportunities. These effects may adversely impact the cost, production and financial performance of the Company’s operations.

 

Operations at Paracatu are dependent on rainfall and river water capture as the primary source of process water. During the rainy season, the mine channels surface runoff water to temporary storage ponds from where it is pumped to the process plants. Similarly, surface runoff and rain water and water captured from the river is stored in the tailings impoundment, which constitutes the main water reservoir for the process plants. The objective is to capture and store as much water as possible during the rainy season to ensure adequate water supply during the dry season.

 

Accordingly, prolonged periods without adequate rainfall may adversely impact operations at Paracatu. As a result, production may fall below historic or forecast levels and Kinross may incur significant costs or experience significant delays that could have a material effect on Kinross’ financial performance, liquidity and results of operations.

 

Excessive rainfall or flooding may also adversely affect operations. Excess rainfall can result in operational difficulties including geotechnical instability, increased dewatering demands, and additional water management requirements. Extended periods of above average rainfall at Fort Knox may result in increased costs or production disruptions that could have a material effect on Kinross’ financial performance, liquidity and results of operations.

 

We can provide no assurance that efforts to mitigate the risks of climate changes will be effective and that the physical risks of climate change will not have an adverse effect on the Company’s operations and profitability.

 

Brazilian Power Plants

 

The ownership and operation of our Brazilian power plants carry an inherent risk of liability related to public safety, health, safety, security and the environment, including the risk of government imposed orders to remedy unsafe conditions and/or to remediate or otherwise address environmental contamination or damage. We may also be exposed to potential penalties for contravention of health, safety, security and environmental laws and potential civil liability. We may become subject to government orders, investigations, inquiries or other proceedings (including civil claims) relating to health, safety, security and environmental matters as a result of which our operations may be limited or suspended. The occurrence of any of these events or any changes, additions to or more rigorous enforcement of health, safety, security and environmental laws could impact the operation of the power plants and result in additional expenditures. Additional environmental, health and safety issues relating to presently known or unknown matters may require unanticipated expenditures, or result in fines, penalties or other consequences (including changes to operations) that may be adverse to our business and results of operations.

 

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DIVIDEND PAYMENTS AND DIVIDEND POLICY

 


 

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

 

Kinross is under no obligation to declare or pay dividends on its common shares. Payment of any future dividends will be at the discretion of Kinross’ Board of Directors, after taking into account many factors, including Kinross’ operating results, financial condition, and current and anticipated cash requirements. Further, pursuant to Kinross’ syndicated credit facility, Kinross may be required to obtain consent from the lenders prior to declaring any common share dividend.

 

The Business Corporations Act (Ontario) (the “OBCA”) provides that a corporation may not declare or pay a dividend if there are reasonable grounds for believing that the corporation is, or would after the payment of the dividend, be unable to pay its liabilities as they fall due or the realizable value of its assets would thereby be less than the aggregate of its liabilities and stated capital of all classes of shares of its capital. As of the date of filing, the realizable value of Kinross’ assets are less than the aggregate of its liabilities and stated capital of its common shares. The Company intends to seek shareholder approval to reduce our stated capital at our next annual meeting.

 

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LEGAL PROCEEDINGS AND REGULATORY ACTIONS

 


 

Legal Proceedings

 

The Sunnyside Mine is an inactive mine situated in the so-called Bonita Peak Mining District (“District”) near Silverton, Colorado.  A subsidiary of Kinross, Sunnyside Gold Corporation (“SGC”), was involved in operations at the mine from 1985 through 1991 and subsequently conducted various reclamation and closure activities at the mine and in the surrounding area.  On August 5, 2015, while working in another mine in the District known as the Gold King, the Environmental Protection Agency (the “EPA”) caused a release of approximately three million gallons of contaminated water into a tributary of the Animas River. In the third quarter of 2016, the EPA listed the District, including areas impacted by SGC’s operations and closure activities, on the National Priorities List pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). SGC challenged portions of the CERCLA listing in the United States Court of Appeals for District of Columbia Circuit, but SGC’s petition for review was denied, as was its subsequent petition for rehearing. The EPA has notified SGC that SGC is a potentially responsible party under CERCLA and may be jointly and severally liable for cleanup of the District or cleanup costs incurred by the EPA in the District. The EPA may in the future provide similar notification to Kinross, as the EPA contends that Kinross has liability in the District under CERCLA and other statutes. In the second quarter of 2018, the EPA issued to SGC a modified Unilateral Administrative Order for Remedial Investigation (the “Order”). In the second quarter of 2019, pursuant to the original Order, the EPA issued to SGC a Modified Statement of Work, Work Plan and Field Sampling Plan (together with the Order, the “Modified Order”). The Modified Order significantly altered and expanded upon the work set out under the original Order. In the third quarter of 2019, after consulting with external legal counsel, SGC provided notice to the EPA that the Modified Order is legally indefensible, does not address any imminent hazard and SGC does not intend to comply with the Modified Order. On July 26, 2019, the EPA acknowledged receipt of SGC’s notice of its intention not to comply with the Modified Order. The EPA indicated that it would undertake to complete the work ordered under the Modified Order, and has subsequently completed some of such work. While SGC believes that it has good cause not to comply with the Modified Order, failure to comply with the Modified Order may subject SGC to significant penalties and, damages.

 

In the second quarter of 2016, the State of New Mexico filed a complaint naming the EPA, SGC, Kinross and others alleging violations of CERCLA, the Resource Conservation and Recovery Act (“RCRA”), and the Clean Water Act (“CWA”) and claiming negligence, gross negligence, public nuisance and trespass. New Mexico subsequently dropped the RCRA claim. The New Mexico complaint seeks cost recovery, damages, injunctive relief, and attorney’s fees. In the third quarter of 2016, the Navajo Nation initiated litigation against the EPA, SGC and Kinross, alleging entitlement to cost recovery under CERCLA for past and future costs incurred, negligence, gross negligence, trespass, and public and private nuisance, and seeking reimbursement of past and future costs, compensatory, consequential and punitive damages, injunctive relief and attorneys’ fees. In the third quarter of 2017, the State of Utah filed a complaint, which has been amended to name the EPA, SGC, Kinross and others, alleging negligence, gross negligence, public nuisance, trespass, and violation of the Utah Water Quality Act and the Utah Solid and Hazardous Waste Act. The Utah complaint seeks cost recovery, compensatory, consequential and punitive damages, penalties, disgorgement of profits, declaratory, injunctive and other relief under CERCLA, attorney’s fees, and costs. In the third quarter of 2018, numerous members of the Navajo Nation initiated litigation against the EPA, SGC and Kinross, alleging negligence, gross negligence and injury, including great spiritual and emotional distress. The complaint of the Navajo members seeks compensatory and consequential damages, interest, punitive damages, attorneys’ fees and expenses. The New Mexico, Navajo Nation, Utah and Navajo member

 

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cases have been centralized for coordinated or consolidated pretrial proceedings in the United States District Court for the District of New Mexico. In the third quarter of 2019 (i) the EPA filed a cross claim against SGC and Kinross seeking contribution, including contribution under CERCLA, for any damages awarded to New Mexico, the Navajo Nation, or Utah as well as cost-recovery for the EPA’s response costs and remedial expenses incurred by the EPA in the District pursuant to CERCLA or other laws; (ii) Environmental Restoration, LLC, an EPA contractor, filed a cross claim against SGC seeking contribution under CERCLA and attorneys’ fees and expenses; and (iii) SGC filed a cross claim against the United States and certain contractors of the United States seeking contribution and equitable indemnity and making a due process claim against the United States. In the first quarter of 2020 (i) the United States was granted judgment on the pleadings on SGC’s due process claim; and (ii) SGC filed cross claims against Utah and New Mexico seeking cost recovery and contribution under CERCLA. It is expected that additional claims will be made against SGC and Kinross in the course of the centralized proceeding.

 

Taxes

 

The Company operates in numerous countries around the world and accordingly is subject to, and pays taxes under the various regimes in countries in which it operates. These tax regimes are determined under tax laws of the country. The Company has historically filed, and continues to file, all required tax returns and filings and to pay the taxes reasonably determined to be due. The tax rules and regulations in many countries are complex and subject to interpretation. From time to time the Company will undergo a review of its historic tax returns and in connection with such reviews, disputes can arise with the taxing authorities over the Company’s interpretation of the country’s tax rules.

 

Regulatory Actions

 

Maricunga

 

In May 2015, Chilean environmental enforcement authority (“EEA”) commenced an administrative proceeding against CMM alleging that pumping of groundwater to support the Maricunga operation had impacted area wetlands and, on March 18, 2016, issued a resolution alleging that CMM’s pumping was impacting the “Valle Ancho” wetland.  Beginning in May 2016, the EEA issued a series of resolutions ordering CMM to temporarily curtail pumping from its wells. In response, CMM suspended mining and crushing activities and reduced water consumption to minimal levels. CMM contested these resolutions, but its efforts were unsuccessful and, except for a short period of time in July 2016, CMM’s operations have remained suspended. On June 24, 2016, the EEA amended its initial sanction (the “Amended Sanction”) and effectively required CMM to cease operations and close the mine, with water use from its wells curtailed to minimal levels. On July 9, 2016, CMM appealed the sanctions and, on August 30, 2016, submitted a request to the Environmental Tribunal that it issue an injunction suspending the effectiveness of the Amended Sanction pending a final decision on the merits of CMM’s appeal. On September 16, 2016, the Environmental Tribunal rejected CMM’s injunction request and on August 7, 2017, upheld the SMA’s Amended Sanction and curtailment orders on procedural grounds.  On October 9, 2018, the Supreme Court affirmed the Environmental Tribunal’s ruling on procedural grounds and dismissed CMM’s appeal.

 

On June 2, 2016, CMM was served with two separate lawsuits filed by the Chilean State Defense Counsel (“CDE”). Both lawsuits, filed with the Environmental Tribunal, alleged that pumping from the Maricunga groundwater wells caused environmental damage to area wetlands. One action relates to the “Pantanillo” wetland and the other action relates to the Valle Ancho wetland (described above).  Hearings on the CDE lawsuits took place in 2016 and 2017, and on November 23, 2018, the Tribunal ruled in favor of CMM in the Pantanillo case and against CMM in the Valle Ancho case. In the Valle Ancho case, the Tribunal is requiring CMM to, among other things, submit a restoration plan to the EEA for approval.  CMM has appealed the Valle Ancho ruling to the Supreme Court.  The CDE has appealed to the Supreme Court in both cases and is asserting in the Valle Ancho matter that the Environmental Tribunal erred by not ordering a complete shutdown of Maricunga’s groundwater wells.  The Supreme Court has the discretion to decide whether it will hear any of the appeals and has determined that it will hear the CDE’s appeal in the Pantanillo case. The Supreme Court has not yet determined whether it will hear the appeals in the Valle Ancho case. Prior to the November 23, 2018 rulings, CMM and the CDE were pursuing potential settlement. CMM expects to continue pursuing settlement discussions with the relevant government agencies.

 

87


 

Kettle River – Buckhorn

 

Crown Resources Corporation (“Crown”) is the holder of a waste discharge permit (the “Permit”) in respect of the Buckhorn Mine, which authorizes and regulates mine-related discharges from the mine and its water treatment plant. On February 27, 2014, the Washington Department of Ecology (the “WDOE”) renewed Buckhorn Mine’s National Pollution Discharge Elimination System Permit (the “Renewed Permit”), with an effective date of March 1, 2014. The Renewed Permit contained conditions that were more restrictive than the original discharge permit. In addition, Crown felt that the Renewed Permit was internally inconsistent, technically unworkable and inconsistent with existing agreements in place with the WDOE, including a settlement agreement previously entered into by Crown and the WDOE in June 2013 (the “Settlement Agreement”). On February 28, 2014, Crown filed an appeal of the Renewed Permit with the Washington Pollution Control Hearings Board (“PCHB”). In addition, on January 15, 2015, Crown filed a lawsuit against the WDOE in Ferry County Superior Court, Washington, claiming that the WDOE breached the Settlement Agreement by including various unworkable compliance terms in the Renewed Permit (the “Crown Action”). On July 30, 2015, the PCHB upheld the Renewed Permit. Crown filed a Petition for Review in Ferry County Superior Court, Washington, on August 27, 2015, seeking to have the PCHB decision overturned. On March 13, 2017, the Ferry County Superior Court upheld the PCHB’s decision. On April 12, 2017, Crown appealed the Ferry County Superior Court’s ruling to the State of Washington Court of Appeals. On October 8, 2019, the Court of Appeals affirmed the Superior Court’s decision and the PCHB’s decision. On December 31, 2019, the Court of Appeals denied Crown’s Motion for Reconsideration and to Supplement the Record.

 

On July 19, 2016, the WDOE issued an Administrative Order (“AO”) to Crown and Kinross Gold Corporation asserting that the companies had exceeded the discharge limits in the Renewed Permit a total of 931 times and has also failed to maintain the capture zone required under the Renewed Permit. The AO orders the companies to develop an action plan to capture and treat water escaping the capture zone, undertake various investigations and studies, revise its Adaptive Management Plan, and report findings by various deadlines in the fourth quarter 2016. The companies timely made the required submittals.  On August 17, 2016, the companies filed an appeal of the AO with the PCHB (the “AO Appeal”). Because the AO Appeal raises many of the same issues that have been raised in the Appeal and Crown Action, the companies and the WDOE agreed to stay the AO Appeal indefinitely to allow these matters to be resolved. The PCHB granted the request for stay on August 26, 2016. The stay is affirmed by the PCHB upon receipt of applicable filings. The stay was most recently affirmed on November 27, 2019.

 

On November 30, 2017, the WDOE issued a Notice of Violation (“NOV”) to Crown and Kinross asserting that the companies had exceeded the discharge limits in the Permit a total of 113 times during the 3rd quarter of 2017 and also failed to maintain the capture zone as required under the Permit. The NOV ordered the companies to file a report with the WDOE identifying the steps which have been and are being taken to “control such waste or pollution or otherwise comply with this determination,” which report was timely filed. Following its review of this report, the WDOE may issue an AO or other directives to the Company.  The NOV is not immediately appealable, but any subsequent AO or other directive relating to the NOV may be appealed, as appropriate.

 

On April 10, 2018, August 20, 2018, November 5, 2018, January 22, 2019, May 23, 2019, September 30, 2019, and February 3, 2020, the WDOE issued NOVs to Crown and, as to the April 10 NOV also to Kinross, asserting that the companies had exceeded the discharge limits in the Permit a total of 118 times during the fourth quarter of 2017, 289 times during the first and second quarters of 2018, 129 times during the third quarter of 2018, 126 times during the fourth quarter of 2018, 127 times during the first quarter of 2019, 152 times during the second quarter of 2019, and 279 times in the third and fourth quarters of 2019 and also failed to maintain the capture zone as required under the Permit. The NOVs ordered the companies to file a report with WDOE within 30 days identifying the steps, which have been and are being taken to “control such waste or pollution or otherwise comply with this determination,” which reports were timely filed. Following its review of these reports, WDOE may issue an AO or other directives to the Company. The NOV is not immediately appealable, but any subsequent AO or other directive relating to the NOV may be appealed, as appropriate.

 

88


 

Crown also faces potential legal actions by way of citizen’s suits relating to the Permit and the renewed Permit. Crown and Kinross Gold U.S.A., Inc. have received Notice of Intent to Sue letters from the Okanogan Highlands Alliance (“OHA”) and the Attorney General of the State of Washington advising that each intends to file a citizen’s suit against Crown for alleged violations of the Permit, renewed Permit and the CWA, including failure to adequately capture and treat mine-impacted groundwater and surface water at the site in violation of the Permit and renewed Permit. The notice letters further recite that the CWA authorizes injunctive relief and civil penalties in the amount of up to $55,800 per day per violation. However, to date, neither the OHA or the Attorney General of the State of Washington has filed a lawsuit based on any of these notices.

 


 

DESCRIPTION OF CAPITAL STRUCTURE

 


 

KINROSS COMMON SHARES

 

Kinross has an unlimited number of common shares authorized and 1,257,220,950 common shares issued and outstanding as of March 26, 2020. There are no limitations contained in the articles or bylaws of Kinross on the ability of a person who is not a Canadian resident to hold Kinross common shares or exercise the voting rights associated with Kinross common shares. A summary of the rights of the Kinross common shares is set forth below.

 

Dividends

 

Holders of Kinross common shares are entitled to receive dividends when, as and if declared by the Board of Directors of Kinross out of funds legally available therefor, provided that if any Kinross preferred shares are at the time outstanding, the payment of dividends on common shares or other distributions (including repurchases of common shares by Kinross) will be subject to the declaration and payment of all cumulative dividends on outstanding Kinross preferred shares and any other preferred shares which are then outstanding.

 

Liquidation

 

In the event of the dissolution, liquidation, or winding up of Kinross, holders of Kinross common shares are entitled to share rateably in any assets remaining after the satisfaction in full of the prior rights of creditors, including holders of Kinross’ indebtedness, and the payment of the aggregate liquidation preference of the Kinross preferred shares, and any other preferred shares then outstanding.

 

Voting

 

Holders of Kinross common shares are entitled to one vote for each share on all matters voted on by shareholders, including the election of directors.

 

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MARKET PRICE FOR KINROSS SECURITIES

 


 

In Canada, the Kinross common shares trade on the TSX under the symbol “K.” In the United States, the Kinross common shares trade on the NYSE under the symbol “KGC.” The Kinross common shares began trading on the NYSE on February 3, 2003. The following table sets forth, for the periods indicated, the high and low sales prices of the Kinross common shares traded on all Canadian exchanges, including primarily the TSX, as well as all United States’ exchanges, including primarily the NYSE, and their respective trading volumes.13

 

 

 

Kinross Common Shares on the TSX and
other Canadian exchanges

 

Kinross Common Shares on the NYSE
and other United States’ exchanges

 

 

 

High

 

Low

 

Trading
Volume
(in millions of
shares)

 

High

 

Low

 

Trading
Volume
(in millions
of shares)

 

 

 

(CAD Dollars)

 

(CAD Dollars)

 

 

 

(US Dollars)

 

(US Dollars)

 

 

 

Fiscal Year Ended December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

January

 

4.49

 

4.05

 

167.2

 

3.43

 

3.08

 

253.9

 

February

 

5.04

 

4.18

 

133.3

 

3.83

 

3.16

 

274.8

 

March

 

4.88

 

4.16

 

136.0

 

3.64

 

3.12

 

229.4

 

April

 

4.83

 

4.16

 

101.7

 

3.62

 

3.10

 

178.7

 

May

 

4.47

 

4.04

 

137.8

 

3.31

 

3.00

 

172.7

 

June

 

5.28

 

4.36

 

173.6

 

4.01

 

3.22

 

275.1

 

July

 

5.72

 

4.85

 

143.2

 

4.38

 

3.64

 

256.8

 

August

 

6.96

 

5.22

 

214.1

 

5.24

 

3.94

 

388.5

 

September

 

7.24

 

6.04

 

189.4

 

5.47

 

4.55

 

366.7

 

October

 

6.65

 

5.85

 

132.9

 

5.00

 

4.46

 

262.5

 

November

 

6.41

 

5.36

 

157.6

 

4.87

 

4.07

 

262.3

 

December

 

6.27

 

5.47

 

115.3

 

4.82

 

4.17

 

232.5

 

 

 

 

Kinross Common Shares on the TSX and
other Canadian exchanges

 

Kinross Common Shares on the NYSE
and other United States’ exchanges

 

 

 

High

 

Low

 

Trading
Volume
(in millions of
shares)

 

High

 

Low

 

Trading
Volume
(in millions
of shares)

 

 

 

(CAD Dollars)

 

(CAD Dollars)

 

 

 

(US Dollars)

 

(US Dollars)

 

 

 

Fiscal Year Ended December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

January

 

5.90

 

5.10

 

135.5

 

4.78

 

4.06

 

245.2

 

February

 

5.42

 

4.44

 

136.3

 

4.40

 

3.48

 

217.7

 

March

 

5.18

 

4.50

 

115.3

 

4.02

 

3.50

 

210.8

 

April

 

5.15

 

4.51

 

108.7

 

4.04

 

3.57

 

212.9

 

May

 

5.34

 

4.48

 

126.6

 

4.12

 

3.50

 

178.3

 

June

 

5.03

 

4.58

 

104.2

 

3.80

 

3.53

 

128.0

 

July

 

5.20

 

4.66

 

78.3

 

3.98

 

3.57

 

123.7

 

August

 

4.71

 

3.66

 

131.4

 

3.62

 

2.78

 

187.4

 

September

 

4.02

 

3.49

 

125.3

 

3.09

 

2.67

 

219.2

 

October

 

3.93

 

3.37

 

158.2

 

3.02

 

2.57

 

328.8

 

November

 

3.77

 

3.15

 

134.4

 

2.84

 

2.38

 

302.1

 

December

 

4.54

 

3.61

 

217.4

 

3.37

 

2.66

 

512.3

 

 


13  Figures sourced from Bloomberg and FactSet.

 

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RATINGS

 


 

The following table sets out the ratings of Kinross’ corporate debt by the rating agencies, indicated as at March 30, 2020:

 

 

 

Standard & 
Poor’s Rating
Services

 

Moody’s
Investors Service

 

Fitch
Ratings Ltd.

US $500 million, 4.500% notes due 2027

 

BBB-

 

Baa3

 

BBB-

US $500 million, 5.125% notes due 2021

 

BBB-

 

Baa3

 

BBB-

US $250 million, 6.875% notes due 2041

 

BBB-

 

Baa3

 

BBB-

US $500 million, 5.95% notes due 2024

 

BBB-

 

Baa3

 

BBB-

 

Standard & Poor’s Ratings Services (“S&P”) credit ratings for long-term debt are on a rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. The BB rating is the fifth highest of ten major categories. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (—) sign to show relative standing within the major rating categories. If S&P anticipates that a credit rating may change in the next six to 24 months, it may issue an updated ratings outlook indicating whether the possible change is likely to be “positive,” “negative,” “stable,” or “developing.” However, a rating outlook does not mean that a rating change is inevitable.

 

Moody’s Investors Service (“Moody’s”) credit ratings for long-term debt are on a rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality of such securities rated. According to Moody’s, a rating of Ba is the fifth highest of nine major categories. For ratings of Aa through Caa, Moody’s may apply numerical modifiers of 1, 2 or 3 in each generic rating classification to indicate relatively higher, middle or lower ranking. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. A Moody’s rating outlook is an opinion regarding the likely rating direction over the medium-term. Ratings outlooks fall into four categories: positive, negative, stable, and developing. A stable outlook indicates a low likelihood of a rating change over the medium term. A negative, positive or developing outlook indicates a higher likelihood of a rating change over the medium term. The time between the assignment of a new rating outlook and a subsequent rating action has historically varied widely. On average, the next rating action has followed within about a year. The next rating action subsequent to the assignment of a negative rating outlook has historically been a downgrade or review for possible downgrade.

 

Fitch Ratings Ltd. credit ratings are on a rating scale that ranges from AAA to D, which represents the range from highest to lowest quality. The terms “investment grade” and “speculative grade” have established themselves over time as shorthand to describe the categories AAA to BBB (investment grade) and BB to D (speculative grade). The ratings from AA to B may be modified by the addition of a plus (+) or minus (—) sign to show relative standing within the major rating categories. According to Fitch Ratings Ltd.’s system, BBB ratings indicate good credit quality and that the expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity. An outlook indicates the direction a rating is likely to move over a one- to two-year period. They reflect financial or other trends that have not yet reached the level that would trigger a rating action, but which may do so if such trends continue. Positive or negative rating outlooks do not imply that a rating change is inevitable and, similarly, ratings with stable outlooks can be raised or lowered without a prior revision to the outlook, if circumstances warrant such an action.

 

A definition and description of the categories of the credit ratings described above which have been assigned to the Company’s debt are publicly available from the website of each of the individual rating agencies.

 

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Kinross understands that the ratings are based on, among other things, information furnished to the above rating agencies by Kinross and information obtained by the rating agencies from publicly available sources. The credit ratings given to Kinross’ debt instruments by the rating agencies are not recommendations to buy, hold or sell such debt instruments since such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant. Credit ratings accorded to Kinross’ debt instruments may not reflect the potential impact of all risks on the value of such instruments, including risks related to market or other factors discussed in this AIF (See “Risk Factors”, above).

 


 

DIRECTORS AND OFFICERS

 


 

DIRECTORS

 

Set forth below is information regarding the directors of Kinross as of March 30, 2020.

 

Name and Place
of Residence

 

Principal
Occupation

 

Director Since

 

Current
Committees
14

Ian Atkinson
The Woodlands, Texas
United States

 

Corporate Director

 

February 10, 2016

 

CGN, CR, A

 

 

 

 

 

 

 

John A. Brough
Toronto, Ontario
Canada

 

Corporate Director

 

January 19, 1994

 

A, HR

 

 

 

 

 

 

 

Kerry D. Dyte
Calgary, Alberta
Canada

 

Corporate Director

 

November 8, 2017

 

A, HR

 

 

 

 

 

 

 

Ave G. Lethbridge
Toronto, Ontario
Canada

 

EVP and Chief Human Resources and Safety Officer, Toronto Hydro Corporation

 

May 6, 2015

 

CGN, H

 

 

 

 

 

 

 

Elizabeth D. McGregor
Vancouver, British Columbia
Canada

 

Corporate Director

 

November 6, 2019

 

A, CR

 

 

 

 

 

 

 

Catherine McLeod-Seltzer
Vancouver, British Columbia
Canada

 

Non-Executive Chairman and Director, Bear Creek Mining

 

October 26, 2005

 

CR, H

 

 

 

 

 

 

 

Kelly J. Osborne
Missoula, Montana
United States

 

Chief Executive Officer of Twin Metals Minnesota

 

May 6, 2015

 

CGN, CR

 

 

 

 

 

 

 

David A. Scott
Toronto, Ontario
Canada

 

Corporate Director

 

May 8, 2019

 

CGN, CR

 


14  Committees: A-Audit and Risk, CGN-Corporate Governance and Nominating, CR-Corporate Responsibility and Technical, H-Human Resources and Compensation,

 

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Name and Place
of Residence

 

Principal
Occupation

 

Director Since

 

Current
Committees
14

J. Paul Rollinson
Toronto, Ontario
Canada

 

President and Chief Executive Officer of Kinross

 

August 1, 2012

 

None

 

Each of the directors has held the principal occupation set forth opposite his or her name, or other executive offices with the same firm or its affiliates, for the past five years, with the exception of Mr. Ian Atkinson, Mr. Kerry D. Dyte, Ms. Elizabeth D. McGregor, Mr. Kelly J. Osborne and Mr. David A. Scott.

 

Below is a biography of each of the directors of Kinross:

 

Ian Atkinson

 

Mr. Atkinson is a corporate director and was most recently the President & Chief Executive Officer and a Director of Centerra Gold Inc., a gold mining company, a position he held from May 2012 until his retirement at the end of 2015. Prior to that, he was Senior Vice President, Global Exploration from July 2010 to April 2012 and Vice President, Exploration from October 2005 to June 2010 of Centerra Gold Inc. From September 2004 to October 2005, he was Vice President, Exploration & Strategy of Hecla Mining Company, an international gold and silver mining company in Idaho, USA. During the years 2001 2004, he was an independent management consultant based out of Houston, Texas, USA. From July 1996 to June 1999 he was Senior Vice President, Exploration and from June 1999 to January 2001 he held the position of Senior Vice President, Operations & Exploration with Battle Mountain Gold Company in Houston, Texas, USA. He was Senior Vice President with Hemlo Gold Mines, Inc., Toronto, from September 1991 to July 1996. From 1973 to 1991, he held various progressive leadership positions with mining companies in the United States and Canada. Mr. Atkinson served on the board of the Prospectors and Developers Association of Canada and the World Gold Council. He was President of the Porcupine Prospectors and Developers Association. Mr. Atkinson holds a Bachelor of Science in Geology and a Master of Science in Geophysics from the University of London, England and a Diploma in surveying from the Imperial College, London, England.

 

John A. Brough

 

Mr. Brough is a corporate director and retired as President of Torwest Inc. and Wittington Properties Limited, both real estate companies, on December 31, 2007, a position he had held since 1998. From 1996 to 1998, Mr. Brough was the Executive Vice President and Chief Financial Officer of iSTAR Internet, Inc. Between 1974 and 1996, he held a number of positions with Markborough Properties, Inc., his final position being Senior Vice President and Chief Financial Officer, which position he held from 1986 to 1996. Mr. Brough is an executive with over 40 years of experience in the real estate industry. Mr. Brough holds a Bachelor of Arts (Economics) from the University of Toronto and he is a Chartered Professional Accountant, Chartered Accountant. Mr. Brough graduated from the Director’s Education Program at the University of Toronto, Rotman School of Management. Mr. Brough is a member of the Institute of Corporate Directors, Chartered Professional Accountants of Ontario and Chartered Professional Accountants of Canada.

 

Kerry D. Dyte

 

Mr. Dyte is a corporate director and was most recently Executive Transition Advisor at Cenovus Energy Inc. (“Cenovus”), an integrated Canadian oil company headquartered in Calgary, a position he held from December 2015 until his retirement in March 2016. Prior to that, he was the Executive Vice-President, General Counsel and Corporate Secretary at Cenovus from December 2009 to December 2015. From December 2002 to December 2009 he was the Vice-President, General Counsel and Corporate Secretary of EnCana Corporation (“EnCana”), a leading north American energy producer. Prior to that, he held the position of Assistant General Counsel and Corporate Secretary from April 2002 to December 2002 at EnCana. From June 2001 to April 2002, he held the position of Assistant General Counsel at Alberta Energy Company Ltd., prior to its merger with PanCanadian Energy Corporation to form EnCana. He was the

 

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Treasurer of Mobil Oil Canada Ltd. from August 1997 to December 2000. From March 1991 to August 1997 he was the Senior Counsel and Assistant Corporate Secretary of Mobil Oil Canada Ltd. In 1996 he was also posted to Mobil Oil Australia where he was Senior Counsel. Mr. Dyte served on the Financial Review Advisory Committee of the Alberta Securities Commission from 2010 to 2015. He was the president (2013 to 2014) and member of the executive committee (2004 to 2008; 2011 to 2015) of the Association of Canadian General Counsels. In November 2019, Mr. Dyte became a director of Hull Child and Family Foundation, a charity providing funding to Hull Services, a not for profit organization that provides integrated behavioural and mental health services for children and families. Mr. Dyte holds a Bachelor of Law degree from the University of Alberta, Canada. He has also completed the Directors Education Program from the Institute of Corporate Directors, Calgary and currently holds the ICD.D designation.

 

Ave G. Lethbridge

 

Ms. Lethbridge is currently Executive Vice President and Chief Human Resources and Safety Officer of Toronto Hydro Corporation, an electric and energy service company, a position that she has held since November 2013. During her career spanning 21 years, from 1998 to the present, she has held various progressive senior executive leadership positions with Toronto Hydro encompassing human resources, environment, health and safety, corporate social responsibility and sustainability, mergers and restructuring, executive succession, enterprise risk, regulatory compliance, strategy, technology change, government relations and governance. From 2002 to 2004 she was Vice President, Organizational Development and Performance & Corporate Ethics Officer; from 2004 to 2007 she was Vice President, Human Resources and Organizational Effectiveness; and from 2008 to 2013 she was Vice President, Organizational Effectiveness and Environment Health and Safety. Her experience also includes the gas, utility and telecom industry. Ms. Lethbridge holds a Master of Science degree in Organizational Development from Pepperdine University in California, with international consulting in the US, China and Mexico. She has completed the Directors’ Education Program from the Institute of Corporate Directors at the University of Toronto’s Rotman School of Management and currently holds the ICD.D designation. She is a Certified Human Resources Executive and a former Board Governor for Georgian College.

 

Elizabeth D. McGregor

 

Ms. McGregor is a corporate director and was most recently the Executive Vice-President and Chief Financial Officer of Tahoe Resources Inc., a position she held from August 2016 until her retirement in February 2019. Prior to that, she held the position of Vice-President and Treasurer from October 2013 to August 2016. From April 2007 to October 2013, Ms. McGregor held progressively senior positions in Goldcorp Inc.; from April 2007 to December 2008 as Director of Risk, from January 2009 to October 2010 as Administration Manager at the Peñasquito mine providing financial and management oversight to the $1.6 billion construction project in Mexico. From November 2010 to October 2013, as Director, Project Finance and Cost Control, she provided financial oversight for construction projects totaling $7 billion. Ms. McGregor started her career as an Audit Manager with KPMG LLP during years 2001 to 2006. Ms. McGregor holds a Bachelor of Arts degree in Sociology from Queen’s University in Canada and is a Chartered Professional Accountant, Chartered Accountant from the Chartered Professional Accountants of British Columbia.

 

Catherine McLeod-Seltzer

 

Ms. McLeod-Seltzer is a corporate director and a recognized leader in the minerals industry for her ability to create growth-focused companies and generate significant shareholder value. She was appointed the Independent Chair of the Company effective January 1, 2019. She has been the Non Executive Chair, founder and a director of Bear Creek Mining, a silver mining company, since 2003 and from 2007 through 2013 was the Non-Executive/Independent Chair and a director of Pacific Rim Mining Corp. From 1994 to 1996, she was the President, Chief Executive Officer and a director of Arequipa Resources Ltd., a publicly traded company which she co founded in 1992. From 1985 to 1993, she was employed by Yorkton Securities Inc. as an institutional trader and broker, and also as Operations Manager in Santiago, Chile (1991-92). She has a Bachelor’s degree in Business Administration from Trinity Western University.

 

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Kelly J. Osborne

 

Mr. Osborne is currently the CEO of Twin Metals Minnesota, a wholly owned subsidiary of Antofagasta plc. Previously, he was the President and Chief Executive Officer and a Director of Duluth Metals where he also held the position of Chief Operating Officer from July 2012 to April 2014 and the position of Chief Executive Officer of Twin Metal Minnesota, a wholly owned subsidiary of Duluth Metals, from July 2014 to January 2015. From 2004 to 2012, he held various progressive leadership positions with Freeport McMoRan Copper & Gold, Indonesia, starting as Manager, Underground Development, from 2004 to 2006; Vice President, Underground Operations, from 2006 to 2010 and finally as Senior Vice President, Underground Mines, from 2010 to 2012. From October 2002 to August 2004, he served as the area manager for Vulcan Materials Company, a leading producer of construction materials in the United States. From 1998 to 2002, he was a Mine Superintendent with Stillwater Mining Company. From 1992 to 1998, he was Plant Manager with J.M. Huber Corporation, a Texas based multinational supplier of engineered materials. From 1984 to 1992, he was with Homestake Mining Company (“Homestake”) which later merged into Barrick Gold Corporation in 2002. At Homestake, he started as a Corporate Management Trainee, a position he held from 1984 to 1986, he progressed to the position of a Mine Planning Engineer, a position he held from 1986 to 1988 and was a Mine Captain from 1988 to 1992. Mr. Osborne holds a Bachelor of Science Degree in Mine Engineering from the University of Arizona, Tucson, Arizona.

 

David A. Scott

 

Mr. Scott is a corporate director and was most recently Vice Chair and Managing Director, Mining Global Investment Banking at CIBC Capital Markets, a position he held from 2009 until his retirement in May 2019. Mr. Scott joined CIBC in 1999 and held progressively senior positions playing an active role in the majority of significant M&A and equity financing transactions completed in Canada in the last two decades. Prior to joining CIBC, Mr. Scott was Managing Director of the Global Mining Group at RBC Dominion Securities Inc. from 1996 to 1999, Managing Director and Head of the Mining Group at Richardson Greenshields of Canada Ltd. from 1992 to 1996, held progressive positions ending with Head of the Mining Group at Levesque Beaubien Geoffrion Inc. and prior to that, worked as a geologist with the Noranda Group. Mr. Scott was a member of the Mining Association of Canada’s Task Force on Sustainable Mining, helped to develop the CIM Valuation Standards for mineral properties, was a former multi-term director of the Prospectors and Developers Association of Canada and assisted with the development of the world’s first Mining MBA Program at the Schulich School of Business. Mr. Scott holds a BASc in Geology from the University of Western Ontario.

 

J. Paul Rollinson

 

Mr. Rollinson was appointed to the Kinross board and as Chief Executive Officer on August 1, 2012 and is currently President and Chief Executive Officer. He was appointed Executive Vice President, Corporate Development in September 2009 after having joined Kinross as Executive Vice President, New Investments, in September 2008. Prior to joining Kinross, Mr. Rollinson had a long career in investment banking spanning 17 years. From June 2001 to September 2008, he worked at Scotia Capital (Scotia) where his final position was Deputy Head of Investment Banking. During his time with Scotia, he was responsible for the mining, power/utilities, forestry and industrial sectors. From April 1998 to June 2001 he worked for Deutsche Bank AG, where his final position was Managing Director/Head of Americas for the mining group, and before that, from 1994 to April 1998 he was a senior member of the mining team at BMO Nesbitt Burns. Mr. Rollinson has an Honours Bachelor of Science Degree in Geology from Laurentian University and a Master of Engineering in Mining from McGill University.

 

CORPORATE GOVERNANCE

 

The corporate governance practices established by Kinross’ Board of Directors are described in Kinross’ latest management information circular for its annual meeting of shareholders available at www.sedar.com. Details of Kinross’ corporate governance practices compared to the corporate governance

 

95


 

listing standards of the New York Stock Exchange are available for review on Kinross’ website at www.kinross.com under the corporate governance section of the website.

 

OFFICERS

 

The following table sets forth the names of each of the executive and certain other officers of Kinross and all offices held by each of them as of March 30, 2020.

 

Name

 

Office Held

Andrea S. Freeborough
Toronto, Ontario, Canada

 

Senior Vice-President and Chief Financial Officer

 

 

 

Geoffrey P. Gold
Toronto, Ontario, Canada

 

Executive Vice-President, Corporate Development, External Relations and Chief Legal Officer

 

 

 

Catherine McLeod-Seltzer
Vancouver, British Columbia Canada

 

Independent Chairman

 

 

 

J. Paul Rollinson
Toronto, Ontario, Canada

 

President and Chief Executive Officer

 

 

 

Paul Tomory
Port Credit, Ontario, Canada

 

Executive Vice-President and Chief Technical Officer

 

The following sets forth biographical information for each of the above officers of Kinross who is not also a director of Kinross:

 

Andrea S. Freeborough was appointed to the role of Chief Financial Officer on May 1, 2019. Since joining Kinross in 2009, she has held several positions within the Finance function, and was most recently Vice-President, Investor Relations and Corporate Development. Andrea is a recognized finance mining executive with a strong background in financial reporting, business processes, M&A, and investor relations. In 2016, she was named one of the “100 Global Inspirational Women in Mining” by Women in Mining (UK). From 1998-2009, she was at KPMG in increasingly senior roles, working at the firm’s Toronto, London (UK) and New Jersey/New York offices, and most recently held the position Associate Partner. Ms. Freeborough is a Chartered Professional Accountant, Chartered Accountant and has a Bachelor of Business Administration from Wilfrid Laurier University.

 

Geoffrey P. Gold was appointed Executive Vice-President and Chief Legal Officer in February of 2008. Effective August of 2012, he assumed the role of Executive Vice-President, Corporate Development and from October of 2013 to April of 2015 he assumed the role of Executive Vice-President, Human Resources. He assumed the role of Executive Vice-President, Corporate Development, External Relations and Chief Legal Officer on January 1, 2016. Prior to February 2008, he had been Senior Vice-President and Chief Legal Officer since May 2006. Prior to that, he was Vice-President, Assistant Secretary and Associate General Counsel for Placer Dome Inc. from 2001 until 2006; Assistant Secretary and Associate General Counsel for Placer Dome Inc. from 1999 to 2001; General Counsel and Secretary for Placer Dome North America from 1998 to 1999; and held other legal positions with Placer Dome from 1994 to 1998. Mr. Gold holds a Bachelor of Commerce (Honours) and a Bachelor of Laws from the University of British Columbia.

 

Catherine McLeod-Seltzer see biographical information on page 94.

 

J. Paul Rollinson see biographical information on page 95.

 

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Paul Tomory was appointed Chief Technical Officer effective January 1, 2017. He has been with Kinross since 2008 and was most recently Senior Vice-President, Operations Strategy and Project Development. He was previously at Bain & Company, focusing on mining and heavy industry, and at Golder Associates, where he worked on numerous mining and heavy civil works projects as a geotechnical engineer. He has a B.A.Sc. and a M.A.Sc. in Civil Engineering (Mining) from the University of Toronto, and an MBA from the Rotman School of Management, University of Toronto. He is a licensed Professional Engineer in the Province of Ontario.

 

As at March 26, 2020, the directors and executive officers of Kinross as a group owned, directly or indirectly, or exercised control or direction over 3,997,084common shares of Kinross, representing less than one percent of the total number of common shares outstanding before giving effect to the exercise of options or other convertible securities held by such directors and officers. The statement as to the number of common shares beneficially owned directly or indirectly or over which control or direction is exercised by the directors and officers of Kinross as a group is based upon information provided by the directors and officers.

 


 

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

 


 

No director or executive officer of Kinross or a shareholder holding a sufficient number of securities to affect materially the control of Kinross is, or within the ten years prior to the date hereof has been, a director or executive officer of any company (including Kinross) that, while that person was acting in that capacity: (i) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; (ii) was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days; or (iii) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

 

No director or executive officer of Kinross or a shareholder holding a sufficient number of securities of Kinross to affect materially the control of Kinross has, within the ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer or shareholder.

 


 

CONFLICT OF INTEREST

 


 

To the best of Kinross’ knowledge, and other than as disclosed in this AIF, in the notes to Kinross’ consolidated financial statements and its MD&A, there are no known existing or potential conflicts of interest between Kinross and any director or officer of Kinross, except as disclosed below and that certain of the directors and officers serve as directors and officers of other public companies and therefore it is possible that a conflict may arise between their duties as a director or officer of Kinross and their duties as a director or officer of such other companies.

 

The directors and officers of Kinross are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosure by directors of conflicts of interest and Kinross will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors or officers. All such conflicts will be disclosed by such

 

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directors or officers in accordance with the OBCA and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

 


 

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

 


 

Other than as described elsewhere in this AIF, the notes to the Company’s consolidated financial statements and its MD&A, since January 1, 2013, no director, executive officer or 10% shareholder of Kinross or any associate or affiliate of any such person or company, has or had any material interest, direct or indirect, in any transaction that has materially affected or will materially affect the Company or any of its subsidiaries.

 


 

TRANSFER AGENT AND REGISTRAR

 


 

The transfer agent and registrar for Kinross’ common shares is Computershare Investor Services Inc. at its principal office at 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1, telephone 1-800-564-6253.

 


 

MATERIAL CONTRACTS

 


 

Kinross Material Contracts

 

No material contracts were entered into by the Corporation within the financial year ended December 31, 2019 or before such time that are still in effect, other than in the ordinary course of business.

 


 

INTERESTS OF EXPERTS

 


 

The Company’s independent auditors for fiscal 2019, KPMG LLP, have audited the consolidated financial statements of Kinross for the two years ended December 31, 2019. In connection with their audit, KPMG LLP has confirmed that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations and under all relevant US professional and regulatory standards.

 

Mr. John Sims is the qualified person who supervised the preparation of the property descriptions contained herein and the Company’s mineral reserve and mineral resource estimates as at December 31, 2019. Mr. Sims is an officer of the Company.

 

The qualified person named in this section beneficially owned, directly or indirectly, less than 1% of any class of shares of the Company’s outstanding shares at the time of the preparation of the reserve and resource estimates and the technical reports.

 

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AUDIT AND RISK COMMITTEE

 


 

The Audit and Risk Committee’s charter sets out its responsibilities and duties, qualifications for membership and reporting to the Company’s Board of Directors. A copy of the charter is attached hereto as Schedule “A”.

 

As of the date of this AIF, the members of the Company’s Audit and Risk Committee are John A. Brough (Chairman), Ian Atkinson, Kerry D. Dyte and Elizabeth D. McGregor. Each of Messrs. Brough and Dyte and Ms. McGregor are independent and financially literate within the meaning of National Instrument 52-110 Audit Committees (“NI 52-110”). In addition to being independent directors as described above, all members of the Company’s Audit Committee must meet an additional “independence” test under NI 52-110 in that their directors’ fees are the only compensation they, or their firms, receive from the Company and that they are not affiliated with the Company. Each of Mr. Brough and Ms. McGregor is a “financial expert” in accordance with SEC requirements.

 

Relevant Education and Experience

 

Set out below is a description of the education and experience of each Audit and Risk Committee member that is relevant to the performance of his responsibilities as an Audit and Risk Committee member.

 

Ian Atkinson

Mr. Atkinson holds a Bachelor of Science degree in geology from King’s College, University of London and a Masters degree in geophysics from the Royal School of Mines, University of London. Mr. Atkinson was previously President and CEO, and a Director, of Centerra Gold before retiring in 2015. He has more than 40 years of experience in the mining industry with extensive background in exploration, project development and mergers and acquisitions. Prior to his ten-year tenure at Centerra, Mr. Atkinson held various senior leadership positions with Hecla Mining Company, Battle Mountain Gold, Hemlo Gold Mines and the Noranda Group. Mr. Atkinson has contributed to the discovery of several major mineral deposits and been involved in a number of large global mining projects in his career.

 

 

John A. Brough

Mr. Brough holds a Bachelor of Arts (Economics) degree from the University of Toronto and is a Chartered Professional Accountant, Chartered Accountant. Mr. Brough has graduated from the Director’s Education Program at the University of Toronto, Rotman School of Management and is a member of the Institute of Corporate Directors. Mr. Brough had been President of both Torwest Inc. and Wittington Properties Limited, real estate companies from 1998 until his retirement on December 31, 2007. Prior thereto, from 1996 to 1998, Mr. Brough was Executive Vice-President and Chief Financial Officer of iSTAR Internet, Inc. Prior thereto, from 1974 to 1996, he held a number of positions with Markborough Properties, Inc., his final position being Senior Vice-President and Chief Financial Officer which position he held from 1986 to 1996. Mr. Brough is an executive with over 30 years of experience in the real estate industry. He is currently Chairman of the Audit Committee of Silver Wheaton Corp., Lead Director and Chairman of the Audit Committee of First National Financial Corp. and a director and Chairman of the Audit Committee of CREIT.

 

 

Kerry D. Dyte

Mr. Dyte holds a Bachelor of Laws degree from the University of Alberta, Edmonton. He has completed the Director’s Education Program from the Institute of Corporate Directors, Calgary. He practiced law from 1985 to 2015 with a particular focus on securities laws, including a secondment as legal counsel to the Ontario Securities Commission from 1987 to 1988, where he spent time in the Corporate Finance branch. Mr. Dyte was most recently Executive Vice-President, General Counsel and Corporate Secretary

 

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of Cenovus Energy Inc., and was responsible for the internal audit function at Cenovus Energy Inc. Prior thereto, Mr. Dyte was treasurer at Mobil Oil Canada Ltd. from 1997 to 2000.

 

 

Elizabeth D. McGregor

Ms. McGregor has a B.A. (Hons) from Queen’s University and is a Canadian Chartered Professional Accountant. She has almost 20 years of financial experience and over 10 years of experience in the mining sector. She was most recently the Executive Vice-President and Chief Financial Officer of Tahoe Resources Inc. and was previously at Goldcorp and KPMG earlier in her career. Ms. McGregor has a wide variety of executive financial experience, including debt financing, stakeholder management, board reporting, and corporate, mine site and project management experience.

 

Pre-Approval Policies and Procedures

 

The Audit and Risk Committee has formalized its approach to non-audit services by the external auditors in its charter, a copy of which is attached hereto as Schedule “A”.

 

External Auditor Service Fees

 

Audit Fees

 

The audit fees billed by the Company’s external auditors for the financial year ended December 31, 2019 were CAD$4,423,000 (December 31, 2018 — CAD$4,322,000).

 

Audit-Related Fees

 

The audit-related fees billed by the Company’s external auditors for the financial year ended December 31, 2019 were CAD$188,000 (December 31, 2018 — CAD$160,000), relating to translation services and pension plan audits.

 

Tax Fees

 

The tax fees in respect of tax compliance and tax advice billed by the Company’s external auditors for the financial year ended December 31, 2019 were CAD$13,000 (December 31, 2018 — CAD$27,000).

 

All Other Fees

 

CAD$6,000 was paid to the Company’s external auditors in the financial year ended December 31, 2019 under this caption (December 31, 2018 — CAD$5,000).

 


 

ADDITIONAL INFORMATION

 


 

Additional information relating to the Company can be found on SEDAR at www.sedar.com. Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans is contained in the management information circular of the Company filed for its most recent annual meeting of shareholders. Additional financial information is provided in the Company’s audited consolidated financial statements and the MD&A for the financial year ended December 31, 2019.

 

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GLOSSARY OF TECHNICAL TERMS

 


 

adularia

 

A variety of orthoclase, in the feldspar group of minerals. A common mineral in granitic rocks.

 

alluvial mining

 

A method of extracting minerals by dredging alluvial (placer) deposits.

 

arsenopyrite

 

The most common arsenic mineral and principal ore of arsenic; occurs in many sulfide ore deposits, particularly those containing lead, silver and gold.

 

assay

 

To determine the value of various elements within an ore sample, streambed sample, or valuable metal sample.

 

ball mill

 

A steel cylinder filled with steel balls into which crushed ore is fed. The ball mill is rotated, causing the balls to cascade and grind the ore.

 

belt

 

A series of mineral deposits occurring in close proximity to each other, often with a common origin.

 

boudins

 

Sausage-shaped segments of rock occurring in a boudinage structure. Boudinage occurs when tensional (stretching) forces act on layers of relatively hard rock surrounded by softer rock. The overall resulting appearance is that of a string of linked sausages when observed in section.

 

breccia

 

A coarse-grained clastic rock, composed of angular broken rock fragments held together by a mineral cement or in a fine-grained matrix; it differs from conglomerate in that the fragments have sharp edges and unworn corners.

 

carbon-in-column or CIC

 

A process step wherein cyanide leaching solution passes through columns filled with ore.

 

carbon-in-pulp

 

A process step wherein granular activated particles much larger than the ground ore particles are introduced into the ore pulp after primary leaching in cyanide. Precious metals adsorption occurs onto the activated carbon from the pregnant cyanide solution.

 

chalcopyrite

 

A copper mineral composed of copper, iron and sulphur. This mineral is very similar to marcasite in its characteristics; it tarnishes easily; going from bronze or brassy yellow to yellowish or grayish brown, has a dark streak, and is lighter in weight and harder than gold.

 

chlorite

 

A group of minerals with a flaky or scaly structure, green in colour and relatively soft.

 

core

 

A long cylindrical piece of rock, about an inch in diameter, brought to surface by diamond drilling.

 

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cyanidation

 

A method of extracting exposed gold or silver grains from crushed or ground ore by dissolving the contained gold and silver in a weak cyanide solution. May be carried out in tanks inside a mill or in heaps of ore out of doors.

 

dedicated pad

 

An area of topography where gold ore will be placed in order to be leached. The ore will remain permanently upon this pad upon the completion of the gold extraction.

 

dilution

 

The effect of waste or low-grade ore being included unavoidably in the mine ore, lowering the recovered grade.

 

doré

 

Unrefined gold and silver bullion bars, which will be further refined to almost pure metal.

 

electrowinning

 

Recovery of a metal from a solution by means of electro-chemical processes.

 

epithermal

 

A hydrothermal mineral deposit formed within about 1 kilometre of the Earth’s surface and in the temperature range of 50 to 200 degrees Celsius, occurring mainly as veins.

 

fault

 

A fracture in the earth’s crust accompanied by a displacement of one side of the fracture with respect to the other and in a direction parallel to the fracture. Normal faults are formed by tensile stress, and have the hanging wall on the downthrown side of the fault. Reverse faults are formed by compressive stress, and have the hanging wall on the upthrown side of the fault.

 

felsic

 

A term applied to igneous rocks that contain a large proportion of light-coloured minerals such as quartz and feldspar.

 

flotation

 

A separation process in which valuable mineral particles are induced to become attached to bubbles and float, while the non-valuable minerals sink.

 

fold

 

Any bending or wrinkling of rock layers.

 

foliation

 

Parallel orientation of play minerals or mineral banding in rocks.

 

formation

 

Unit of sedimentary rock of characteristic composition or genesis.

 

galena

 

A lead mineral, which occurs with sphalerite in hydrothermal veins, also in sedimentary rocks as replacement deposits; an important source of lead and silver.

 

gold equivalent production

 

Gold equivalent production represents gold production plus silver production computed into gold ounces using a market price ratio.

 

graben

 

A downthrown block of rock between two parallel faults.

 

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grade

 

The amount of valuable metal in each tonne of material, expressed as grams per tonne for precious metals.

 

Cut-off grade — is the minimum metal grade at which a tonne of rock can be processed on an economic basis.

 

Recovered grade — is actual metal grade realized by the metallurgical process and treatment of ore, based on actual experience or laboratory testing.

 

granite

 

A light coloured, coarse grained, igneous rock.

 

gravity concentration circuit

 

Equipment used within a plant to recover gold from the ore using the difference in specific gravity between the gold and the host rock. Typically used are shaking tables, spirals, etc.

 

greenschist

 

A metamorphosed basic igneous rock, which owes its colour and foliation to abundant chlorite.

 

hanging wall

 

The fault block that lies above an inclined fault surface.

 

heap leaching

 

A process whereby gold is extracted by “heaping” broken ore on sloping impermeable pads and repeatedly spraying the heaps with a weak cyanide solution which dissolves the gold content. The gold-laden solution is collected for gold recovery.

 

hedging

 

Taking a buy or sell position in a futures market opposite to a position held in the cash market to minimize the risk of financial loss from an adverse price change.

 

HQ

 

A diamond drill core measuring 2.500 inches in diameter (6.35 centimetres).

 

HTW

 

A diamond drill core measuring 2.791 inches in diameter (7.09 centimetres).

 

HX

 

A diamond drill core measuring 3.000 inches in diameter (7.62 centimetres).

 

igneous

 

A term applied to rock that formed by crystallizing from molten rock

 

intrusive

 

Rock which while molten, penetrated into or between other rocks but solidified before reaching the surface.

 

leach

 

A method of extracting gold from ore by a chemical solution usually containing cyanide.

 

lode

 

Vein of metal ore.

 

low-grade

 

A term applied to ores relatively poor in the metal they are mined for; lean ore.

 

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mafic

 

A term applied to igneous rocks that contain a large proportion of dark-coloured minerals such as olivine and pyroxene.

 

Mesozoic

 

Era of geologic time from approximately 65 to 250 million years before present.

 

metamorphism

 

The process by which the form or structure of rocks is changed by heat and pressure. Metasedimentary, meta-igneous and metavolcanic refer to sedimentary, igneous and volcanic rocks that have undergone metamorphism.

 

mica

 

A group of minerals formed of elastic flakes and sheets, which can be colourless, white, yellow, green, brown, or black. Micas are common rock-forming minerals in igneous, metamorphic, and sedimentary rocks.

 

mill

 

A plant where ore is ground fine and undergoes physical or chemical treatment to extract the valuable metals.

 

mineral claim

 

A mineral claim usually authorizes the holder to prospect and mine for minerals and to carry out works in connection with prospecting and mining.

 

mineralization

 

The process or processes by which a mineral or minerals are introduced into a rock, resulting in a valuable or potentially valuable deposit. It is a general term, incorporating various types; e.g., fissure filling, impregnation, and replacement.

 

net smelter return

 

A type of royalty payment where the royalty owner receives a fixed percentage of the revenues of a property or operation.

 

NQ

 

A diamond drill core measuring 1.875 inches in diameter (4.76 centimetres).

 

olivine

 

A rock-forming mineral composed of silicon, oxygen and varying amounts of magnesium and iron.

 

open pit

 

A mine that is entirely on surface. Also referred to as open-cut or open-cast mine.

 

oxidation

 

A reaction where a material is reacted with an oxidizer such as pure oxygen or air in order to alter the state of the material.

 

placer

 

A place where gold is obtained by the washing of materials: rocks, boulders, sand, clay, etc. containing gold or other valuable minerals. These are deposits of valuable minerals that are found in the form of dust, flakes, grains, and nuggets.

 

porphyry

 

An igneous rock in which relatively large crystals, called phenocrysts, are surrounded by fine mineral grains.

 

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pyrite

 

A yellow iron sulphide mineral, normally of little value. It is sometimes referred to as “fool’s gold.”

 

pyroxene

 

A group of rock-forming minerals consisting of silicon, oxygen and varying amounts of other elements such as iron, magnesium, calcium and sodium.

 

qualified person

 

An individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these; has experience relevant to the subject matter of the mineral project and the technical report; and is a member or licensee in good standing of a professional association recognized under National Instrument 43-101.

 

quartz

 

Common rock-forming mineral consisting of silicon and oxygen.

 

quartzite

 

A metamorphic rock composed mainly of quartz and typically formed from sandstone, a type of sedimentary rock.

 

reclamation

 

The restoration of a site after mining or exploration activity is completed.

 

recovery

 

A term used in process metallurgy to indicate the proportion of valuable material obtained in the processing of an ore. It is generally stated as a percentage of valuable metal in the ore that is recovered compared to the total valuable metal present in the ore.

 

run-of-mine

 

Ore in its unprocessed state after it is mined.

 

reusable pad

 

An area where heap leaching takes place on ore material temporarily placed onto it. Upon completion of leaching, the ore is removed from the pad and sent to disposal. New material is then placed on the pad.

 

sample

 

A small portion of rock or a mineral deposit taken so that the metal content can be determined by assaying.

 

schist

 

A foliated metamorphic rock the grains of which have a roughly parallel arrangement; generally developed by shearing.

 

sedimentary rocks

 

Secondary rocks formed from material derived from other rocks and laid down under water. Examples are limestone, shale and sandstone.

 

semi-autogenous (SAG) mill

 

A steel cylinder with steel balls into which run-of-mine material is fed. The ore is ground in the action of large lumps of rock and steel balls.

 

sericite

 

A white, fine-grained potassium mica occurring in small scales as an alteration product of various minerals, having a silky luster, and found in various metamorphic rocks (especially in schists and phyllites) or in the wall rocks, fault gouge, and vein fillings of many ore deposits.

 

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shear zone

 

A geological term used to describe a geological area in which shearing has occurred on a large scale.

 

sphalerite

 

A zinc mineral which is composed of zinc and sulphur. It has a specific gravity of 3.9 to 4.1.

 

stockpile

 

Broken ore heaped on surface, pending treatment or shipment.

 

stockwork

 

A mineral deposit consisting of a three-dimensional network of planar to irregular veinlets closely enough spaced that the whole mass can be mined.

 

tailings

 

The material that remains after all metals considered economic have been removed from ore during milling.

 

vein

 

A fissure, fault or crack in a rock filled by minerals that have traveled upwards from some deep source.

 

volcanic

 

A collective term for igneous rocks that formed from eruptions of liquid rock onto the surface or from particles of rock that were ejected into the atmosphere.

 

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SCHEDULE “A”

 

KINROSS GOLD CORPORATION
(“KINROSS”)

 

CHARTER OF THE

AUDIT AND RISK COMMITTEE

 

I.                                        Purpose

 

The Audit and Risk Committee shall provide assistance to the Board of Directors in fulfilling its financial reporting and risk oversight responsibilities to the shareholders of Kinross and the investment community. The Audit and Risk Committee’s primary duties and responsibilities are to:

 

·                  Oversee (i) the integrity of Kinross’ financial statements; (ii) Kinross’ compliance with legal and regulatory requirements regarding financial disclosure; (iii) the independent auditors’ qualifications and independence; and (iv) the performance of Kinross’ internal audit function.

 

·                  Serve as an independent and objective party to monitor Kinross’ financial reporting processes and internal control systems.

 

·                  Review and appraise the audit activities of Kinross’ independent auditors and the internal auditing functions.

 

·                  Annually evaluate the performance of the Audit and Risk Committee in light of the requirements of its Charter.

 

·                  Provide open lines of communication among the independent auditors, financial and senior management, and the Board of Directors for financial reporting and control matters. The Audit and Risk Committee will meet, periodically, with management, with the members of the internal audit function and with the independent auditors.

 

·                  Oversee Kinross’ process for identifying and managing business risks.

 

·                  Review the use of derivative and hedging programs to manage operational, financial and currency risk.

 

·                  Review and approval of the Internal Audit Charter.

 

·                  Review Kinross’ overall tax plan and any material tax planning initiatives.

 

·                  Review, evaluate and oversee the periodic replacement of the lead audit partner of the independent auditors.

 

The primary responsibility of the Committee is to oversee Kinross’ financial reporting process on behalf of the Board of Directors and to report the results of its activities to the Board of Directors. While the Committee has the responsibilities and powers provided in this Charter, it is the responsibility of management and the external auditors, not the responsibility of the Committee, to plan and conduct audits and to prepare and determine that Kinross’ financial statements are complete and accurate and are in accordance with generally accepted accounting principles. It is also the responsibility of management to establish, document, maintain and review systems of internal control and maintain the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and applicable laws. Absent knowledge to the contrary (the details of which shall be promptly reported to the Board of Directors), each member of the Committee is entitled to rely on the accuracy of the financial and other information

 

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provided to the Committee by management and the external auditors and any representations made by management or the external auditors as to any non-audit services provided to Kinross or any of its subsidiaries.

 

II.                                   Composition

 

The Audit and Risk Committee shall be comprised of at least three directors. Each Committee member shall be an “independent director” as determined in accordance with applicable legal requirements for audit committee service, including the requirements of National Instrument 52-110 of the Canadian Securities Administrators (“NI 52-110”) and the Corporate Governance Rules of the New York Stock Exchange (“NYSE Rules”), as such rules are revised, updated or replaced from time to time. A copy of such requirements is reproduced in Appendix 1 attached hereto.

 

All members shall, to the satisfaction of the Board of Directors, be “financially literate”, and at least one member shall have accounting or related financial management expertise to qualify as a “financial expert” in accordance with applicable legal requirements, including the requirements of NI 52-110 and the rules adopted by the United States Securities and Exchange Commission, as revised, updated or replaced from time to time. A copy of such requirements reproduced in Appendix 1 attached hereto.

 

No director may serve as a member of the Committee if such director serves on the audit committee of more than two other public companies unless the Board of Directors determines that such simultaneous service would not impair the ability of such director to effectively serve on the Audit and Risk Committee, and this determination is disclosed in the annual management information circular.

 

The Committee members will be appointed by the Board of Directors annually at the meeting of the Board of Directors held closest to the annual general meeting of shareholders.

 

The Board of Directors may remove a member of the Committee at any time in its sole discretion by resolution of the Board of Directors. Unless a Chair of the Committee is appointed by the full Board of Directors, the members of the Committee may designate a Chair of the Committee by majority vote of the full membership of the Committee.

 

III.                              Responsibilities and Powers

 

Responsibilities and powers of the Audit and Risk Committee include:

 

·                  Annually reviewing and recommending revisions to the Charter, as necessary, for consideration by the Board of Directors.

 

·                  Reviewing disclosure respecting the activities of the Audit and Risk Committee included in Kinross’ annual filings.

 

·                  Subject to the powers of the Board of Directors and the shareholders under Kinross’ articles and by-laws and under the Business Corporations Act (Ontario), the Audit and Risk Committee is responsible for the selection, appointment, oversight, evaluation, compensation, retention and, if necessary, the replacement of the independent auditors who prepare or issue an auditors’ report or perform other audit, review or attest services for Kinross.

 

·                  Overseeing procedures relating to the receipt, retention and treatment of complaints received by Kinross regarding accounting, internal accounting controls or auditing matters and the confidential anonymous submission by employees of the listed issuer of concerns regarding questionable accounting of auditing matters, pursuant to Kinross’ whistleblower policy, or otherwise.

 

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·                  Approving the appropriate audit engagement fees and the funding for payment of the independent auditors’ compensation and any advisors retained by the Audit and Risk Committee.

 

·                  Requiring that the auditors report directly to the Audit and Risk Committee and be accountable to the Board and the Audit and Risk Committee, as representatives of the shareholders to whom the auditors are ultimately responsible.

 

·                  Reviewing the independence of the auditors, which will require receipt from the auditors of a formal written statement delineating all relationships between the auditors and Kinross and any other factors that might affect the independence of the auditors and reviewing and discussing with the auditors any significant relationships and other factors identified in the statement. Reporting to the Board of Directors its conclusions on the independence of the auditors and the basis for these conclusions.

 

·                  Reviewing the objectivity and professional skepticism of the independent auditors, the sufficiency of resources provided by the independent auditors and the integrity and candour of communications with the independent auditors.

 

·                  Reviewing the performance of the independent auditors, including assessing their effectiveness and quality of service, annually and, every 5 years, performing a comprehensive review of the performance of the independent auditors over multiple years to provide further insight on the audit firm, its independence and application of professional skepticism.

 

·                  Requiring the external auditors to provide the Committee with all reports: (i) which the external auditors are required to provide to the Committee or the Board of Directors under rules, policies or practices of professional or regulatory bodies applicable to external auditors; or (ii) are otherwise issued by such bodies which contain material findings respecting the quality of audits conducted by the independent auditors.

 

·                  Prohibiting the independent auditors from providing the following non-audit services and determining which other non-audit services the independent auditors are prohibited from providing:

 

·                  bookkeeping or other services related to the accounting records or financial statements of Kinross;

 

·                  financial information systems design and implementation;

 

·                  appraisal or valuation services, fairness opinions, or contribution-in-kind reports;

 

·                  actuarial services;

 

·                  internal audit outsourcing services;

 

·                  management functions or human resources;

 

·                  broker or dealer, investment adviser or investment banking services;

 

·                  legal services and expert services unrelated to the audit;

 

·                  tax services to any person in a financial reporting oversight role, or an immediate family member of any such person, unless the person is in that role solely because he or she is a Kinross director;

 

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·                  services related to marketing, planning or opinions in favour of the tax treatment of transactions that are confidential transactions under the United States or Canadian tax laws or transactions that would be considered aggressive tax position transactions; and

 

·                  any other services which the Public Company Accounting Oversight Board determines to be impermissible.

 

·                  Approving any permissible non-audit engagements of the independent auditors in accordance with applicable laws.

 

·                  Obtaining from the independent auditors in connection with any audit a timely report relating to the Kinross’ annual audited financial statements describing all critical accounting policies and practices used, all alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors, and any material written communications between the independent auditors and management, such as any “management” letter or schedule of unadjusted differences.

 

·                  Meeting with the auditors and financial management of Kinross to review the scope of the proposed audit for the current year, and the audit procedures to be used.

 

·                  Reviewing with management and the independent auditors:

 

·                  Kinross’ annual and interim financial statements and related notes, management’s discussion and analysis, earnings releases and the annual information form, for the purpose of recommending approval by the Board of Directors prior to being released or filed with regulators, and:

 

·                  reviewing with management, significant judgments affecting the financial statements, including any disagreements between the external auditors and management

 

·                  discussing among the members of the Committee, without management or the independent auditors present, the information disclosed to the Committee

 

·                  receiving the assurance of both financial management and the independent auditors that Kinross’ financial statements are fairly presented in conformity with IFRS in all material respects

 

·                  discussing with management the use of “pro forma” or “non GAAP information” in Kinross’ continuous disclosure documents.

 

·                  discussing with management and counsel any matter, including any litigation, claim or other contingency (including tax assessments) that could have a material effect on the financial position or operating results of Kinross and the manner in which any such matter has been described in the financial statements.

 

·                  reviewing the effect of any regulatory and accounting initiatives, including any off balance sheet structures, on Kinross’ financial statements.

 

·                  The financial reporting of any transactions between Kinross and any officer, director or other “related party” (including any significant shareholder) or any entity in which any person has a financial interest and any potential conflicts of interest.

 

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·                  Any significant changes in the independent auditors’ audit plan.

 

·                  Other matters related to the conduct of the audit that are to be communicated to the Committee under generally accepted auditing standards.

 

·                  Review and approve in advance any proposed related-party transactions and required disclosures of such in accordance with applicable securities laws and regulations, and report to the Board on any approved transactions.

 

·                  Reviewing the effects of regulatory and accounting initiatives, as well as off-balance sheet structures, on Kinross’ financial statements.

 

·                  With respect to the internal auditing department,

 

(i)                                     reviewing the appointment and replacement of the head of the internal auditing department;

 

(ii)                                  advising the head of the internal auditing department that he or she is expected to provide to the Audit and Risk Committee copies of significant reports to management prepared by the internal auditing department and management’s responses thereto; and

 

(iii)                               considering if the internal auditing department has the resources needed to carry out its responsibilities.

 

·                  With respect to accounting principles and policies, financial reporting and internal control over financial reporting,

 

(i)                                    to advise management, the internal auditing department and the independent auditors that they are expected to provide to the Audit and Risk Committee a timely analysis of significant issues and practices relating to accounting principles and policies, financial reporting and internal control over financial reporting;

 

(ii)                                 to consider any reports or communications (and management’s and/or the internal audit department’s responses thereto) submitted to the Audit and Risk Committee by the independent auditors required by or referred to in AS 1301 (Communications with Audit Committees) and AS 1305 (Communications About Control Deficiencies in an Audit of Financial Statements), as it may be modified or supplemented or other professional standards, including reports and communications related to:

 

·                  deficiencies, including significant deficiencies or material weaknesses, in internal control identified during the audit or other matters relating to internal control over financial reporting;

 

·                  consideration of fraud in a financial statement audit;

 

·                  detection of illegal acts;

 

·                  the independent auditors’ responsibility under generally accepted auditing standards;

 

·                  any restriction on audit scope;

 

·                  significant accounting policies;

 

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·                  significant issues discussed with the national office respecting auditing or accounting issues presented by the engagement;

 

·                  management judgments and accounting estimates;

 

·                  any accounting adjustments arising from the audit that were noted or proposed by the auditors but were passed (as immaterial or otherwise);

 

·                  the responsibility of the independent auditors for other information in documents containing audited financial statements;

 

·                  disagreements with management;

 

·                  consultation by management with other accountants;

 

·                  major issues discussed with management prior to retention of the independent auditors;

 

·                  difficulties encountered with management in performing the audit;

 

·                  the independent auditors’ judgments about the quality of the entity’s accounting principles;

 

·                  reviews of interim financial information conducted by the independent auditors; and

 

·                  the responsibilities, budget and staffing of the Company’s internal audit function.

 

·                  Satisfying itself that adequate procedures are in place for the review of Kinross’ public disclosure of financial information extracted or derived from Kinross’ financial statements, other than the annual and interim financial statements and related notes, management’s discussion and analysis, earnings releases and the annual information form and assessing the adequacy of such procedures periodically.

 

·                  Reviewing with the independent auditors and management the adequacy and effectiveness of the financial and accounting controls of Kinross.

 

·                  Reviewing the quality and appropriateness of Kinross’ accounting policies and the clarity of financial information and disclosure practices adopted by Kinross and considering the independent auditors’ judgments about the quality and appropriateness of Kinross’ accounting principles and financial disclosure practices as applied in its financial reporting and whether the accounting principles and underlying estimates are common or minority practices.

 

·                  Establishing procedures: (i) for receiving, handling and retaining of complaints received by Kinross regarding accounting, internal controls, or auditing matters, and (ii) for employees to submit confidential anonymous concerns regarding questionable accounting or auditing matters.

 

·                  Reviewing with the independent auditors any audit problems or difficulties and management’s response and resolving disagreements between management and the auditors.

 

·                  Making inquiries of management and the independent auditors to identify significant, financial and control risks and exposures and assess the steps management has taken to minimize such risk to Kinross.

 

·                  Reviewing the adequacy of Kinross’ disaster recovery plan to consider if operations can be resumed as quickly and efficiently as possible following the occurrence of any disaster.

 

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·                  Reviewing reports of compliance with Kinross’ policies on internal controls.

 

·                  Discussing any earnings guidance provided to analysts and rating agencies.

 

·                  Reviewing any significant tax exposures and tax planning initiatives intended to promote compliance with applicable laws while minimizing tax costs.

 

·                  At least annually obtaining and reviewing a report prepared by the independent auditors describing (i) the independent auditors’ internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the auditors, or by any inquiry of investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the auditors, and any steps taken to deal with any such issues; (iii) (to assess the auditors’ independence) all relationships between the independent auditors and Kinross, including each non-audit service provided to the Company and at least the matters set forth in Ethics and Independence Rule 3526 (Communication with Audit Committees Concerning Independence); and (iv) the independent auditors’ responsiveness and service levels.

 

·                  Setting clear hiring policies for partners, employees or former partners and former employees of the independent auditors.

 

·                  Engaging and compensating (for which Kinross will provide appropriate funding) independent counsel and other advisors if the Committee determines such advisors are necessary to assist the Committee in carrying out its duties.

 

·                  Reporting disclosure respecting the mandate of the Committee and the Committee’s activities included in Kinross’ Management Information Circular prepared for the annual and general meeting of shareholders and Kinross’ Annual Information Form.

 

IV.                               Risk Identification and Oversight

 

·                  Reviewing the principal risks of Kinross’ business and operations, and any other circumstances and events that could have a significant impact on Kinross’ assets and stakeholders. Discussing with management potential risks to Kinross’ business and operations, their likelihood and magnitude and the interrelationships and potential compounding effects of such risks. Assessing the steps management has taken to minimize such risks in light of Kinross’ risk tolerance.

 

·                  Assessing Kinross’ risk tolerance, the overall process for identifying Kinross’ principal business and operational risks and the implementation of appropriate measures to manage and disclose such risks.

 

·                  Monitoring reporting trends on emerging risks (whether mandated by legislation or voluntary) and making recommendations to management on implementation of appropriate measures to manage and disclose such risks.

 

·                  Reviewing with senior management annually, Kinross’ general liability, property and casualty insurance policies and considering the extent of any uninsured exposure and the adequacy of coverage.

 

·                  Reviewing disclosure respecting the oversight of management of Kinross’ principal business and operational risks.

 

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·                  Review Kinross’ privacy and data security risk exposures and measures taken to protect the confidentiality, integrity and availability of its management information systems and Company data.

 

V.                                    Meetings and Other Matters

 

The Audit and Risk Committee will meet regularly at times necessary to perform the duties described above in a timely manner, but not less than four times a year. Meetings may be held at any time deemed appropriate by the Committee.

 

The Audit and Risk Committee will meet periodically with representatives of the independent auditors, appropriate members of management and personnel responsible for the internal audit function, all either individually or collectively as may be required by the Committee.

 

The Audit and Risk Committee will also meet periodically without management present.

 

The independent auditors will have direct access to the Committee at their own initiative.

 

The Chair of the Committee will report periodically the Committee’s findings and recommendations to the Board of Directors.

 

The Audit and Risk Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special or independent counsel, accountants or other experts and advisors, as it deems necessary or appropriate, without seeking approval of the Board or management.

 

Kinross shall provide for appropriate funding, as determined by the Audit and Risk Committee, in its capacity as a committee of the Board, for payment of:

 

1.             Compensation to the independent auditors and any other public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services for the Company;

 

2.             Compensation of any advisers employed by the Audit and Risk Committee; and

 

3.             Ordinary administrative expenses of the Audit and Risk Committee that are necessary or appropriate in carrying out its duties.

 

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Appendix 1

 

Independence Requirement of National Instrument 52-110

 

A member of the Audit and Risk Committee shall be considered “independent”, in accordance with National Instrument 52-110 - Audit Committees (“NI 52-110”), subject to the additional requirements or exceptions provided in NI 52-110, if that member has no direct or indirect relationship with the Company, which could reasonably interfere with the exercise of the member’s independent judgment. The following persons are considered to have a material relationship with the Company and, as such, can not be a member of the Audit and Risk Committee:

 

(a)                                 an individual who is, or has been within the last three years, an employee or executive officer of the Company;

 

(b)                                 an individual whose immediate family member is, or has been within the last three years, an executive officer of the Company;

 

(c)                                  an individual who:

 

(i)                                     is a partner of a firm that is the Company’s internal or external auditor;

 

(ii)                                  is an employee of that firm; or

 

(iii)                               was within the last three years a partner or employee of that firm and personally worked on the Company’s audit within that time;

 

(d)                                 an individual whose spouse, minor child or stepchild, or child or stepchild who shares a home with the individual:

 

(i)                                     is a partner of a firm that is the Company’s internal or external auditor;

 

(ii)                                  is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice, or

 

(iii)                               was within the last three years a partner or employee of that firm and personally worked on the Company’s audit within that time;

 

(e)                                  an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity if any of the Company’s current executive officers serves or served at the same time on the entity’s compensation committee; and

 

(f)                                   an individual who received, or whose immediate family member who is employed as an executive officer of the Company received, more than $75,000 in direct compensation from the Company during any 12 month period within the last three years, other than as remuneration for acting in his or her capacity as a member of the Board of Directors or any Board committee, or the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service for the Company if the compensation is not contingent in any way on continued service.

 

In addition to the independence criteria discussed above, for Audit and Risk Committee purposes, any individual who:

 

(a)                                has a relationship with the Company pursuant to which the individual may accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any subsidiary entity of the Company, other than as remuneration for acting in his or her capacity as a member of the Board of Directors or any board committee; or as a part-time chair or vice-chair of the board or any board or committee, or

 

114


 

(b)                                is an affiliated entity of the Company or any of its subsidiary entities,

 

is deemed to have a material relationship with the Company, and therefore, is deemed not to be independent.

 

The indirect acceptance by an individual of any consulting, advisory or other compensatory fee includes acceptance of a fee by:

 

(a)                                an individual’s spouse, minor child or stepchild, or a child or stepchild who shares the individual’s home; or

 

(b)                                an entity in which such individual is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or financial advisory services to the Company or any subsidiary entity of the Company.

 

Independence Requirement of NYSE Rules

 

A director shall be considered “independent” in accordance with NYSE Rules if that director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) that may interfere with the exercise of his/her independence from management and the Company.

 

In addition:

 

(a)                                A director who is an employee, or whose immediate family member is an executive officer, of the Company is not independent until three years after the end of such employment relationships.

 

(b)                                A director who receives, or whose immediate family member receives, more than $120,000 per year in direct compensation from the Company, other than director or committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), is not independent until three years after he or she ceases to receive more than $120,000 per year in such compensation.

 

(c)                                 A director who is (i) a current partner or employee of the Company’s internal or external auditor, (ii) was within the last three years a partner or employee of the auditor and personally worked on the Company’s audit during that time or (iii) whose immediate family member is a current partner of the Company’s auditor, a current employee of the auditor and personally works on the Company’s audit or was within the last three years a partner or employee of the auditor and personally worked on the Company’s audit during that time is not “independent”.

 

(d)                                A director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of the Company’s present executives serve on that company’s compensation committee is not “independent” until three years after the end of such service or the employment relationship.

 

(e)                                 A director who is an employee, or whose immediate family member is an executive officer, of a company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues, is not “independent” until three years after falling below such threshold.

 

A member of the Audit and Risk Committee must also satisfy the independence requirements of Rule 10A-3(b)(1) adopted under the Securities Exchange Act of 1934 as set out below:

 

115


 

In order to be considered to be independent, a member of an Audit and Risk Committee of a listed issuer that is not an investment company may not, other than in his or her capacity as a member of the Audit and Risk Committee, the Board of Directors, or any other board committee:

 

(a)                                  Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer or any subsidiary thereof, provided that, unless the rules of the national securities exchange or national securities association provide otherwise, compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the listed issuer (provided that such compensation is not contingent in any way on continued service); or

 

(b)                                  Be an affiliated person of the issuer or any subsidiary thereof.

 

An “affiliated person” means a person who directly or indirectly controls Kinross or a director who is an employee, executive officer, general partner or managing member of an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Kinross.

 

Financial Literacy Under National Instrument 52-110

 

“Financially literate”, in accordance with NI 52-110, means that the director has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

 

Financial Expert under SEC Rules

 

An Audit and Risk Committee financial expert is defined as a person who has the following attributes:

 

(a)                                an understanding of generally accepted accounting principles and financial statements;

 

(b)                                the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;

 

(c)                                 experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues which are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant’s financial statements, or experience actively supervising one or more persons engaged in such activities;

 

(d)                                an understanding of internal controls and procedures for financial reporting; and

 

(e)                                 an understanding of Audit and Risk Committee functions.

 

An individual will be required to possess all of the attributes listed in the above definition to qualify as an Audit and Risk Committee financial expert and must have acquired such attributes through one or more of the following means:

 

(a)                                education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor, or experience in one or more positions that involve the performance of similar function;

 

(b)                                experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions;

 

(c)                                 experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or

 

116


 

(d)                                other relevant experience.

 

Exceptions to Independence Requirements of NI 52-110 for Audit and Risk Committee Members

 

Every Audit and Risk Committee member must be independent, subject to certain exceptions relating to (i) controlled companies; (ii) events outside the control of the member; (iii) the death, disability or resignation of the member; and (iv) the occurrence of certain exceptional circumstances.

 

117


Exhibit 99.2

 

KINROSS GOLD CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the year ended December 31, 2019

 

This management’s discussion and analysis (“MD&A”), prepared as of February 12, 2020, relates to the financial condition and results of operations of Kinross Gold Corporation together with its wholly owned subsidiaries, as at December 31, 2019 and for the year then ended, and is intended to supplement and complement Kinross Gold Corporation’s audited annual consolidated financial statements for the year ended December 31, 2019 and the notes thereto (the “financial statements”). Readers are cautioned that the MD&A contains forward-looking statements about expected future events and financial and operating performance of the Company, and that actual events may vary from management’s expectations. Readers are encouraged to read the Cautionary Statement on Forward Looking Information included with this MD&A and to consult Kinross Gold Corporation’s financial statements for 2019 and corresponding notes to the financial statements which are available on the Company’s web site at www.kinross.com and on www.sedar.com. The financial statements and MD&A are presented in U.S. dollars. The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). This discussion addresses matters we consider important for an understanding of our financial condition and results of operations as at and for the year ended December 31, 2019, as well as our outlook.

 

This MD&A contains forward-looking statements and should be read in conjunction with the risk factors described in “Risk Analysis” and in the “Cautionary Statement on Forward-Looking Information” on pages 57 - 58 of this MD&A. For additional discussion of risk factors, please refer to the Company’s Annual Information Form for the year ended December 31, 2018, which is available on the Company’s website www.kinross.com and on www.sedar.com. In certain instances, references are made to relevant notes in the financial statements for additional information.

 

Where we say “we”, “us”, “our”, the “Company” or “Kinross”, we mean Kinross Gold Corporation or Kinross Gold Corporation and/or one or more or all of its subsidiaries, as it may apply. Where we refer to the “industry”, we mean the gold mining industry.

 

1.              DESCRIPTION OF THE BUSINESS

 

Kinross is engaged in gold mining and related activities, including exploration and acquisition of gold-bearing properties, the extraction and processing of gold-containing ore, and reclamation of gold mining properties. Kinross’ gold production and exploration activities are carried out principally in Canada, the United States, the Russian Federation, Brazil, Chile, Ghana and Mauritania. Gold is produced in the form of doré, which is shipped to refineries for final processing. Kinross also produces and sells a quantity of silver.

 

The profitability and operating cash flow of Kinross are affected by various factors, including the amount of gold and silver produced, the market prices of gold and silver, operating costs, interest rates, regulatory and environmental compliance, the level of exploration activity and capital expenditures, general and administrative costs, and other discretionary costs and activities. Kinross is also exposed to fluctuations in currency exchange rates, political risks, and varying levels of taxation that can impact profitability and cash flow. Kinross seeks to manage the risks associated with its business operations; however, many of the factors affecting these risks are beyond the Company’s control.

 

Commodity prices continue to be volatile as economies around the world continue to experience economic challenges along with political changes and uncertainty. Volatility in the price of gold and silver impacts the Company’s revenue, while volatility in the price of input costs, such as oil, and foreign exchange rates, particularly the Brazilian real, Chilean peso, Russian rouble, Mauritanian ouguiya, Ghanaian cedi, and Canadian dollar, may have an impact on the Company’s operating costs and capital expenditures.

 

Segment Profile

 

Each of the Company’s significant operating mines is generally considered to be a separate segment. The reportable segments are those operations whose operating results are reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance.

 

 

 

 

 

 

 

Ownership percentage at December 31,

 

Operating Segments

 

Operator

 

Location

 

2019

 

2018

 

Fort Knox

 

Kinross

 

USA

 

100

%

100

%

Round Mountain

 

Kinross

 

USA

 

100

%

100

%

Bald Mountain

 

Kinross

 

USA

 

100

%

100

%

Paracatu

 

Kinross

 

Brazil

 

100

%

100

%

Maricunga

 

Kinross

 

Chile

 

100

%

100

%

Kupol(a)

 

Kinross

 

Russian Federation

 

100

%

100

%

Tasiast

 

Kinross

 

Mauritania

 

100

%

100

%

Chirano

 

Kinross

 

Ghana

 

90

%

90

%

 


(a)         The Kupol segment includes the Kupol and Dvoinoye mines.

 

1


 

Consolidated Financial and Operating Highlights

 

(in millions, except ounces, per share

 

Years ended December 31,

 

2019 vs. 2018

 

2018 vs. 2017

 

amounts and per ounce amounts)

 

2019

 

2018

 

2017

 

Change

 

% Change(d)

 

Change

 

% Change(d)

 

Operating Highlights

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total gold equivalent ounces(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Produced(c)

 

2,527,788

 

2,475,068

 

2,698,136

 

52,720

 

2

%

(223,068

)

(8

)%

Sold(c)

 

2,512,758

 

2,532,912

 

2,621,875

 

(20,154

)

(1

)%

(88,963

)

(3

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable gold equivalent ounces(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Produced(c)

 

2,507,659

 

2,452,398

 

2,673,533

 

55,261

 

2

%

(221,135

)

(8

)%

Sold(c)

 

2,492,572

 

2,510,419

 

2,596,754

 

(17,847

)

(1

)%

(86,335

)

(3

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Highlights

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Metal sales

 

$

3,497.3

 

$

3,212.6

 

$

3,303.0

 

$

284.7

 

9

%

$

(90.4

)

(3

)%

Production cost of sales

 

$

1,778.9

 

$

1,860.5

 

$

1,757.4

 

$

(81.6

)

(4

)%

$

103.1

 

6

%

Depreciation, depletion and amortization

 

$

731.3

 

$

772.4

 

$

819.4

 

$

(41.1

)

(5

)%

$

(47.0

)

(6

)%

Impairment (reversals) charges - net

 

$

(361.8

)

$

 

$

21.5

 

$

(361.8

)

nm

 

$

(21.5

)

nm

 

Operating earnings

 

$

991.1

 

$

200.5

 

$

336.5

 

$

790.6

 

nm

 

$

(136.0

)

(40

)%

Net earnings (loss) attributable to common shareholders

 

$

718.6

 

$

(23.6

)

$

445.4

 

$

742.2

 

nm

 

$

(469.0

)

(105

)%

Basic earnings (loss) per share attributable to common shareholders

 

$

0.57

 

$

(0.02

)

$

0.36

 

$

0.59

 

nm

 

$

(0.38

)

(106

)%

Diluted earnings (loss) per share attributable to common shareholders

 

$

0.57

 

$

(0.02

)

$

0.35

 

$

0.59

 

nm

 

$

(0.37

)

(106

)%

Adjusted net earnings attributable to common shareholders(b)

 

$

422.9

 

$

128.1

 

$

178.7

 

$

294.8

 

nm

 

$

(50.6

)

(28

)%

Adjusted net earnings per share(b)

 

$

0.34

 

$

0.10

 

$

0.14

 

$

0.24

 

nm

 

$

(0.04

)

(29

)%

Net cash flow provided from operating activities

 

$

1,224.9

 

$

788.7

 

$

951.6

 

$

436.2

 

55

%

$

(162.9

)

(17

)%

Adjusted operating cash flow(b)

 

$

1,201.5

 

$

874.2

 

$

1,166.7

 

$

327.3

 

37

%

$

(292.5

)

(25

)%

Capital expenditures

 

$

1,105.2

 

$

1,043.4

 

$

897.6

 

$

61.8

 

6

%

$

145.8

 

16

%

Average realized gold price per ounce(b)

 

$

1,392

 

$

1,268

 

$

1,260

 

$

124

 

10

%

$

8

 

1

%

Consolidated production cost of sales per equivalent ounce(c) sold(b)

 

$

708

 

$

735

 

$

670

 

$

(27

)

(4

)%

$

65

 

10

%

Attributable(a) production cost of sales per equivalent ounce(c) sold(b)

 

$

706

 

$

734

 

$

669

 

$

(28

)

(4

)%

$

65

 

10

%

Attributable(a) production cost of sales per ounce sold on a by-product basis(b)

 

$

691

 

$

723

 

$

653

 

$

(32

)

(4

)%

$

70

 

11

%

Attributable(a) all-in sustaining cost per ounce sold on a by-product basis(b)

 

$

974

 

$

959

 

$

946

 

$

15

 

2

%

$

13

 

1

%

Attributable(a) all-in sustaining cost per equivalent ounce(c) sold(b)

 

$

983

 

$

965

 

$

954

 

$

18

 

2

%

$

11

 

1

%

Attributable(a) all-in cost per ounce sold on a by-product basis(b)

 

$

1,282

 

$

1,275

 

$

1,164

 

$

7

 

1

%

$

111

 

10

%

Attributable(a) all-in cost per equivalent ounce(c) sold(b)

 

$

1,284

 

$

1,274

 

$

1,166

 

$

10

 

1

%

$

108

 

9

%

 


(a)        “Total” includes 100% of Chirano production. “Attributable” includes Kinross’ share of Chirano (90%) production.

 

(b)        The definition and reconciliation of these non-GAAP financial measures is included in Section 11 of this document.

 

(c)         “Gold equivalent ounces” include silver ounces produced and sold converted to a gold equivalent based on a ratio of the average spot market prices for the commodities for each period. The ratio for 2019 was 85.99:1 (2018 - 80.74:1 and 2017 - 73.72:1).

 

(d)        “nm” means not meaningful.

 

2


 

Consolidated Financial Performance

 

2019 vs. 2018

 

Kinross’ attributable production in 2019 increased by 2%, compared to 2018. Higher production at Tasiast and Paracatu due to increases in mill throughput, grade and recoveries was partially offset by lower production at Bald Mountain due to the timing of ounces recovered from the heap leach pads, at Fort Knox due to a decrease in mill throughput, at Round Mountain due to a decrease in mill grade, and at Maricunga as activities continued to ramp down.

 

Metal sales increased by 9% in 2019 compared to 2018, due to an increase in average realized gold price. The average realized gold price increased to $1,392 per ounce in 2019 from $1,268 per ounce in 2018. Total gold equivalent ounces sold in 2019 decreased to 2,512,758 ounces from 2,532,912 ounces in 2018, primarily due to the timing of sales.

 

Production cost of sales decreased by 4% in 2019 compared to 2018, primarily due to decreases at Bald Mountain, Maricunga and Round Mountain due to lower gold equivalent ounces sold. These decreases were partially offset by an increase in production cost of sales at Kupol, as a result of increased gold equivalent ounces sold, and at Chirano, related to the restart of open pit mining during 2019.

 

In 2019, both attributable production cost of sales per equivalent ounce sold and per ounce sold on a by-product basis decreased by 4%, compared to 2018, mainly due to decreases in costs per ounce at Tasiast, due to higher mill throughput, and a decrease in operating waste mined, and at Paracatu, primarily due to higher mill throughput and grade, as well as favourable foreign exchange movements and a decrease in power costs.

 

Depreciation, depletion and amortization decreased by 5% in 2019 compared to 2018, primarily due to decreases at Chirano, Bald Mountain and Fort Knox due to lower gold equivalent ounces sold. These decreases were partially offset by an increase at Tasiast as a result of an increase in depreciable asset base, mainly related to the completion of the Phase One project in the third quarter of 2018, and the increase in gold equivalent ounces sold, and at Paracatu, mainly due to the increase in gold equivalent ounces sold and an increase in depreciable asset base.

 

At December 31, 2019, upon completion of the Company’s assessment of the carrying values of its Cash Generating Units (“CGUs”), the Company recorded after-tax impairment reversals of $293.6 million. The impairment reversals were entirely related to property, plant and equipment and included after-tax impairment reversals at Tasiast and Paracatu of $161.1 million and $132.5 million, respectively, and were mainly due to an increase in the Company’s long-term gold price estimates. The impairment reversal at Paracatu is net of a tax expense of $68.2 million. There was no tax impact on the impairment reversal at Tasiast. No impairment charges or reversals were recorded as a result of the assessment of the carrying value of the Company’s CGUs at December 31, 2018.

 

Operating earnings were $991.1 million in 2019 compared to $200.5 million in 2018. The increase was primarily due to the increase in margins (metal sales less production cost of sales), the reversals of impairment charges, and the decrease in depreciation, depletion and amortization.

 

In 2019, the Company recorded income tax expense of $246.7 million, compared to income tax expense of $138.8 million in 2018. The $246.7 million income tax expense recognized in 2019 was largely as a result of higher operating mine profitability, compared to the same period in 2018, and included an additional deferred tax expense of $68.2 million related to the reversal of impairment charges at Paracatu, as well as $1.6 million of deferred tax expense resulting from the net foreign currency translation of the tax deductions of the Company’s operations in Brazil and Russia. The $138.8 million income tax expense recorded in 2018 included $62.0 million of deferred tax expense resulting from the devaluation in U.S. dollar terms of the tax deductions of the Company’s operations in Brazil and Russia. Kinross’ combined federal and provincial statutory tax rate for both 2019 and 2018 was 26.5%.

 

Net earnings attributable to common shareholders in 2019 were $718.6 million, or $0.57 per share, compared to net loss attributable to common shareholders of $23.6 million, or $0.02 per share, in 2018. The increase is primarily as a result of the increase in operating earnings as described above.

 

Adjusted net earnings attributable to common shareholders in 2019 were $422.9 million, or $0.34 per share, compared to $128.1 million, or $0.10 per share, in 2018. The increase is primarily as a result of the increase in margins and the decrease in depreciation, depletion and amortization, as described above.

 

3


 

In 2019, net cash flow provided from operating activities increased to $1,224.9 million, from $788.7 million in 2018, mainly due to the increase in margins as described above and favourable working capital changes. Adjusted operating cash flow in 2019 increased to $1,201.5 million, from $874.2 million in 2018, primarily due to the increase in margins as described above.

 

Capital expenditures increased to $1,105.2 million in 2019, compared with $1,043.4 million in 2018, primarily due to increased spending on projects at Bald Mountain, Fort Knox and Round Mountain, partially offset by lower spending at Tasiast.

 

Attributable all-in sustaining cost per equivalent ounce sold and per ounce sold on a by-product basis in 2019 both increased by 2%, respectively, compared to 2018. The slight increases were primarily due to the decrease in production cost of sales, partially offset by the decrease in gold equivalent ounces sold. Attributable all-in cost per equivalent ounce sold and per ounce sold on a by-product basis in 2019 were comparable to 2018.

 

2018 vs. 2017

 

Kinross’ attributable production decreased by 8% compared to 2017, primarily due to lower production at Kupol due to a decrease in grade, lower production at Fort Knox as a result of a pit wall slide in the first quarter of 2018 and higher than average rainfall in the second half of 2018, and the completion of mining activities at Kettle River-Buckhorn during the second quarter of 2017. These decreases were partially offset by higher production at Paracatu.

 

Metal sales decreased by 3% in 2018 compared to 2017 due to a decrease in gold equivalent ounces sold, partially offset by an increase in average metal prices realized. The average realized gold price increased to $1,268 per ounce in 2018 from $1,260 per ounce in 2017. Gold equivalent ounces sold in 2018 decreased to 2,532,912 ounces from 2,621,875 ounces in 2017, primarily due to the decrease in production as described above.

 

Production cost of sales increased by 6% in 2018 compared to 2017, primarily due to increases in gold equivalent ounces sold at Paracatu and Maricunga, and an increase in operating waste mined and higher fuel, reagent, and maintenance costs at Tasiast. The increase was partially offset by decreases at Kettle River-Buckhorn, and at Chirano. The increase in production cost of sales resulted in a 10% increase in attributable production cost of sales per equivalent ounce sold compared to 2017.

 

In 2018, depreciation, depletion and amortization decreased by 6% compared to 2017, primarily due to decreases at Round Mountain and Kupol as a result of decreases in gold equivalent ounces sold and the additions of mineral reserves in the second half of 2017. The decrease was partially offset by an increase at Paracatu primarily due to an increase in gold equivalent ounces sold, and increases at Fort Knox and Tasiast due to increases in their depreciable asset bases as a result of impairment reversals recognized in the fourth quarter of 2017. The completion of the Phase One project also contributed to the increase in the depreciable asset base at Tasiast.

 

Operating earnings decreased to $200.5 million in 2018 from $336.5 million in 2017. The change in operating earnings was primarily due to a decrease in margins (metal sales less production cost of sales), partially offset by a decrease in depreciation, depletion and amortization.

 

In addition, an income tax expense of $138.8 million was recorded in 2018, compared with an income tax recovery of $23.2 million in 2017. The $138.8 million income tax expense recorded in 2018 includes $62.0 million of deferred tax expense resulting from the devaluation in U.S. dollar terms of the tax deductions of the Company’s operations in Brazil and Russia as compared to a nominal net impact during 2017. The $23.2 million income tax recovery recognized in 2017 included a net tax recovery of $83.6 million related to the impairment charge at Paracatu and the impairment reversal at Fort Knox, and an estimated net benefit of $93.4 million due to the enactment of U.S. Tax Reform legislation on December 22, 2017. The estimated 2017 net benefit included a benefit of $124.4 million in respect of the collectability of the Alternative Minimum Tax (“AMT”) credit, which is partially offset by the write-down of net deferred tax assets to reflect the reduction in the U.S. corporate tax rate from 35% to 21% beginning January 1, 2018. In 2018 the estimated AMT benefit was increased by $8.7 million, as a result of an Internal Revenue Service (“IRS”) announcement that the AMT refunds payable to companies in respect of taxation years beginning after December 31, 2017 would no longer be subject to sequestration. Further guidance on the implementation and application of the U.S. Tax Reform legislation has been released on a systematic basis through regulations issued by the Department of Treasury, legislation and directions from the Office of Management and Budget, and guidance from the states in which the Company operates. Such legislation, regulations, directions and additional guidance may require changes to the estimated net benefit recorded to date and the impact of such changes will be accounted for in the period in which the legislation, regulations, directions, and additional guidance are enacted or released by the relevant authorities. In addition, tax expense increased due to differences in the level of income in the Company’s operating jurisdictions from one period to the next. Kinross’ combined federal and provincial statutory tax rate for both 2018 and 2017 was 26.5%.

 

4


 

In 2018, net loss attributable to common shareholders was $23.6 million, or $0.02 per share, compared to net earnings attributable to common shareholders of $445.4 million, or $0.36 per share, in 2017. The change was primarily a result of the decrease in operating earnings as described above, a reversal of impairment charges of $97.0 million recognized in 2017 in connection with the sale of the Company’s interest in the Cerro Casale project in Chile, and an increase in income tax expense in 2018.

 

Adjusted net earnings attributable to common shareholders was $128.1 million, or $0.10 per share, for 2018 compared to adjusted net earnings attributable to common shareholders of $178.7 million, or $0.14 per share, in 2017. The decrease in adjusted net earnings was mainly due to the decrease in margins described above.

 

In 2018, net cash flow provided from operating activities decreased to $788.7 million from $951.6 million in 2017 primarily due to the decrease in margins, partially offset by lower taxes paid and favourable working capital movements. Adjusted operating cash flow decreased to $874.2 million from $1,166.7 million in 2017, primarily due to the decrease in margins described above.

 

Capital expenditures increased by 16% in 2018 compared to 2017, primarily due to increased spending at Round Mountain, Bald Mountain and Tasiast, partially offset by lower spending at Paracatu and Chirano.

 

In 2018, attributable all-in sustaining cost per equivalent ounce sold and per ounce sold on a by-product basis increased from 2017, primarily due to an increase in attributable cost of sales per equivalent ounce sold and per ounce sold on a by-product basis. Attributable all-in cost per equivalent ounce sold and per ounce sold on a by-product basis increased compared to 2017, primarily due to an increases in attributable production cost of sales per equivalent ounce sold and per ounce sold on a by-product basis and non-sustaining capital expenditures.

 

Mineral Reserves1

 

Kinross’ total estimated proven and probable gold reserves at year-end 2019 were approximately 24.3 million ounces. The decrease of 1.2 million ounces in estimated gold reserves compared to year-end 2018 was mainly a result of production depletion, partially offset by additions at Paracatu, Kupol and Chirano.

 

Proven and probable silver reserves at year-end 2019 were estimated at approximately 55.7 million ounces, an increase of 1.8 million ounces compared with year-end 2018, primarily due to reserve additions at Kupol and La Coipa.

 


1  For details concerning mineral reserve and mineral resource estimates, refer to the Mineral Reserves and Mineral Resources tables and notes in the Company’s news release filed with Canadian and U.S. regulators on February 12, 2020.

 

5


 

2.              IMPACT OF KEY ECONOMIC TRENDS

 

Price of Gold

 

Source: Bloomberg

 

The price of gold is the largest single factor in determining profitability and cash flow from operations, therefore, the financial performance of the Company has been, and is expected to be, closely linked to the price of gold. Historically, the price of gold has been subject to volatile price movements over short periods of time and is affected by numerous macroeconomic and industry factors that are beyond the Company’s control. Major influences on the gold price include currency exchange rate fluctuations and the relative strength of the U.S. dollar, the supply of and demand for gold and macroeconomic factors such as the level of interest rates and inflation expectations. During 2019, the price of gold fluctuated between a low of $1,277 per ounce in April to a high of $1,557 per ounce in September, based on daily closing prices. The average price for the year based on the London Bullion Market Association PM Fix was $1,393 per ounce, a $125 per ounce increase over the 2018 average price of $1,268 per ounce. Major influences on the gold price during 2019 included ongoing global economic growth uncertainty, safe-haven flows from geopolitical and trade risks, and continued low interest rate environment. Low yields and high levels of negative yielding sovereign bonds have reduced the opportunity cost of owning gold.

 

6


 

Source: London Bullion Marketing Association London PM Fix

 


1 Average realized gold price per ounce is a non-GAAP financial measure and is defined in Section 11.

 

In 2019, the Company realized an average gold price of $1,392 per ounce compared to the average PM Fix of $1,393 per ounce.

 

7


 

Gold Supply and Demand Fundamentals

 

Source: GFMS Gold Survey H2 2019

 

Total gold supply in 2019 increased by approximately 7% compared to 2018, largely due to an increase in global mine production. Mine production and recycled gold remain the dominant sources of gold supply, and in 2019 they represented approximately 73% and 26% of total supply, respectively.

 

8


 

Source: GFMS Gold Survey H2 2019

 

Total demand for gold in 2019 decreased by 6%, compared to 2018. Retail investment decreased by approximately 9%, with a decrease in both bar investment and coin demand, and jewelry demand decreased by approximately 10%. The decrease in demand was largely due to higher price levels along with a challenging economic backdrop. The decrease in demand was partially offset by an increase in net purchases by central banks of approximately 9%.

 

9


 

Cost Sensitivity

 

The Company’s profitability is subject to industry wide cost pressures on development and operating costs with respect to labour, energy, capital expenditures and consumables in general. Since mining is generally an energy intensive activity, especially in open pit mining, energy prices can have a significant impact on operations. The cost of fuel as a percentage of operating costs varies amongst the Company’s mines, and overall, operations have experienced fuel price increases in 2019. Kinross manages its exposure to energy costs by entering, from time to time, into various hedge positions — refer to Section 6 - Liquidity and Capital Resources for details.

 

Source: Bloomberg

 

In order to mitigate the impact of higher consumable prices, the Company continues to focus on continuous improvement, both by promoting more efficient use of materials and supplies, and by pursuing more advantageous pricing, whilst increasing performance and without compromising operational integrity.

 

10


 

Currency Fluctuations

 

Source: Bloomberg

 

At the Company’s non-U.S. mining operations and exploration activities, which are primarily located in Brazil, Chile, the Russian Federation, Ghana, Mauritania, and Canada, a portion of operating costs and capital expenditures are denominated in their respective local currencies. Generally, as the U.S. dollar strengthens, these currencies weaken, and as the U.S. dollar weakens, these foreign currencies strengthen. These currencies were subject to high market volatility over the course of the year. Approximately 69% of the Company’s expected attributable production in 2020 is forecast to come from operations outside the U.S. and costs will continue to be exposed to foreign exchange rate movements. In order to manage this risk, the Company uses currency hedges for certain foreign currency exposures — refer to Section 6 - Liquidity and Capital Resources for details.

 

11


 

3.              OUTLOOK

 

The forward-looking information contained in this section is subject to the risk factors and assumptions contained in the Cautionary Statement on Forward-Looking Information included with this MD&A and the risk factors set out in Section 10 - Risk Analysis.

 

Operational Outlook

 

In 2020, Kinross expects to produce 2.4 million gold equivalent ounces (+/- 5%) from its operations. The slight forecast decrease compared to 2019 production is primarily due to Maricunga transitioning to care and maintenance, and expected lower production at Paracatu following its record year, partially offset by an expected production increase at Tasiast and Fort Knox. Production is expected to be relatively flat quarter-over-quarter throughout 2020, with a slight increase in the fourth quarter. Tasiast is expected to have higher production in the first half of the year mainly as a result of higher grade ore. Paracatu and Round Mountain are expected to have higher production in the second half of the year mainly due to anticipated higher grades at Paracatu and more ounces recovered at Round Mountain as the benefits of Phase W continue to be realized.

 

Production cost of sales per gold equivalent ounce is expected to be $720 (+/- 5%) for 2020. The Company expects all-in sustaining cost to be $970 (+/- 5%) per ounce sold on both a gold equivalent and by-product basis for 2020, which is lower than 2019, mainly due to the expected lower cost of sales and capital expenditures for the year.

 

Material assumptions used to forecast 2020 production costs are: a gold price of $1,200 per ounce, a silver price of $16 per ounce, an oil price of $65 per barrel, and foreign exchange rates of 3.50 Brazilian reais to the U.S. dollar, 1.30 Canadian dollars to the U.S. dollar, 60 Russian roubles to the U.S. dollar, 650 Chilean pesos to the U.S. dollar, 5.0 Ghanaian cedi to the U.S. dollar, 35 Mauritanian ouguiya to the U.S. dollar, and 1.11 U.S. dollars to the Euro. Taking into account existing currency and oil hedges, a 10% change in foreign currency exchange rates would be expected to result in an approximate $14 impact on our production cost of sales per ounce, and specific to the Russian rouble and Brazilian real, a 10% change in these exchange rates would be expected to result in an impact of approximately $15 and $25 on Russian and Brazilian production cost of sales per ounce, respectively. A $10 per barrel change in the price of oil would be expected to result in an approximate $4 impact on our production cost of sales per ounce, and a $100 change in the price of gold would be expected to result in an approximate $4 impact on our production cost of sales per ounce as a result of a change in royalties owing.

 

Total capital expenditures for 2020 are forecast to be approximately $900 million (+/- 5%). Of this amount, sustaining capital expenditures are expected to be approximately $330 million, with non-sustaining capital expenditures of approximately $570 million for the Tasiast West Branch stripping and expansion project, the Round Mountain Phase W project, and other development projects and studies.

 

The 2020 forecast for exploration is approximately $90 million, all of which is expected to be expensed. The increase compared to full-year 2019 is primarily due to the addition of Chulbatkan to the Company’s project pipeline. The 2020 forecast for overhead (general and administrative and business development expenses) is approximately $150 million, approximately $20 million less than 2019, primarily as a result of Kinross’ comprehensive cost and efficiency review across the organization.

 

Other operating costs expected to be incurred in 2020 are approximately $100 million, which includes approximately $50 million of care and maintenance costs in Chile and at Kettle River-Buckhorn.

 

Based on assumed gold price of $1,200 and other budget assumptions, tax expense is expected to be a recovery of $25 million and taxes paid is expected to be $110 million. Adjusting the Brazilian real to the exchange rate of 4.03 at the end of 2019, tax expense is expected to be $30 million. Tax expense is expected to increase at 23% of any profit resulting from higher gold prices. For every $100 increase in the realized gold price, taxes paid is expected to increase by $20 million.

 

Depreciation, depletion and amortization is forecast to be approximately $340 (+/- 5%) per gold equivalent ounce.

 

Interest paid is forecast to be approximately $110 million, which includes $55 million of capitalized interest.

 

12


 

4.              PROJECT UPDATES AND NEW DEVELOPMENTS

 

Tasiast 24k project

 

The Tasiast 24k project continues to advance well and remains on budget and on schedule to increase throughput capacity to 21,000 tonnes per day (“t/d”) by the end of 2021 and then to 24,000 t/d by mid-2023.

 

Stripping continues on plan, detailed engineering is largely complete, and procurement and contracting activities are well underway. The construction team has mobilized to site and initial debottlenecking work in the processing plant has commenced, along with construction activities related to the installation of a power plant.

 

The Company signed the $300 million project financing for Tasiast with the International Finance Corporation (“IFC”), Export Development Canada (“EDC”), and two commercial banks on December 16, 2019. The first funding draw from the loan, which is non-recourse to Kinross, is expected later in the first quarter of 2020.

 

The Company continues to progress its engagement with the Government of Mauritania on a range of matters previously disclosed, including fuel import duty exonerations, value added taxes, the Tasiast Sud license conversion and relative economic benefits from the Company’s operations.

 

Acquisition of Chulbatkan development project

 

On July 31, 2019, the Company announced an agreement to acquire the Chulbatkan development project located in Khabarovsk Krai, Far East Russia, from N-Mining Limited (“N-Mining”), for total fixed consideration of $283.0 million. In addition, N-Mining will be entitled to receive an economic participation equivalent to a 1.5% Net Smelter Return (“NSR”) royalty on future production from the deposit area, as well as $50 per ounce of future proven and probable reserves beyond the first 3.25 million of declared proven and probable ounces. Kinross will retain the right to buy-back 1/3 of the 1.5% NSR royalty for $10 million, subject to certain gold price related adjustments, at any time within 24 months of closing.

 

On January 16, 2020, the Company closed the acquisition of the Chulbatkan development project. In accordance with an amended acquisition agreement, the first installment of $141.5 million, representing 50% of the $283.0 million fixed purchase price due by closing, less closing adjustments, was paid in cash. The amendment also provides that between 60%, and at the Company’s sole discretion up to 100%, of the final installment of $141.5 million, due on the first anniversary of closing, may be paid in Kinross shares.

 

Chulbatkan is expected to be a substantial, open pit gold mine with low costs. The project currently has a large, near-surface, relatively high grade estimated mineral resource. The deposit is heap leachable and has potential for additional high-grade structures. Mineralization is open along strike and at depth, and is highly continuous.

 

The Company’s initial mineral resource estimate does not include results from the confirmatory drilling program, which includes one hole that has encountered a potential high-grade structure within the existing mineral resource. Infill drilling and studies are planned this year to update the high-grade portion of the known resource with the goal of defining and further extending the resource base at year-end 2020.

 

Kinross has also commenced a $10 million exploration drilling program within the under-explored, highly prospective 120 km2 license area, which has numerous untested potential targets and several structural environments analogous to the Chulbatkan deposit. Multiple downstream placer gold occurrences also indicate additional hard rock source mineralization may be found within the license area. As well, numerous surface rock samples with grades greater than 1 g/t have been collected outside of the defined resource area.

 

Company to proceed with La Coipa Restart project

 

The Company is proceeding with the La Coipa Restart project in Chile based on a feasibility study (“FS”) that contemplates leveraging existing infrastructure to mine the Phase 7 deposit.

 

The open pit project is expected to produce a total of approximately 690,000 gold equivalent ounces from 2022 to 2024 at a cost of sales of $575 per gold equivalent ounce. Initial capital costs are expected to be approximately $225 million, with pre-stripping scheduled to begin in late 2020. Approximately $45 million of the initial capital costs are expected to be spent in 2020, with the remainder spent in 2021. Production is expected to start in the first quarter of 2022, strengthening Kinross’ portfolio and production profile and allowing the Company to maintain optionality to continue studying potential upside opportunities in the area.

 

13


 

The project plan includes refurbishing the existing process plant, camp and other infrastructure, as well as the mine fleet from the Maricunga operation that has recently been placed on care and maintenance. All major permits required to proceed with La Coipa Phase 7 are in place.

 

On February 2, 2018, Compania Minera Mantos de Oro (“MDO”), a subsidiary of the Company, agreed to purchase the remaining 50% interest in the Phase 7 concessions surrounding Kinross’ La Coipa mine that it did not already own from Salmones de Chile Alimentos S.A. On March 19, 2018, the Company closed the acquisition. The purchase price of $65.1 million was comprised of $65.0 million in cash and transaction costs of $0.1 million, of which an initial payment of $35.1 million was paid on closing and the balance of $30.0 million was paid on January 30, 2019.

 

The Puren deposit, which was included as part of the initial pre-feasibility study (“PFS”), was not incorporated into the project FS as a joint venture agreement has not been finalized. The Company will continue to explore opportunities to incorporate adjacent deposits with existing mineral reserves and resources, particularly Puren, Coipa Norte and Can Can, into the La Coipa mine plan with the goal of extending mine life. This includes conducting further technical studies, assessing permitting requirements, and continuing commercial discussions.

 

The PFS at Lobo-Marte is proceeding as planned and is scheduled to be completed mid-2020. The PFS is based on the concept of commencing Lobo-Marte production after the conclusion of mining at Phase 7 and other potential opportunities at adjacent La Coipa deposits.

 

Fort Knox Gilmore

 

The Fort Knox Gilmore project continues to progress on schedule and on budget, with initial Gilmore ore encountered in the fourth quarter of 2019 and stacked on the existing Walter Creek heap leach pad. Stripping advanced as planned during the quarter and is expected to continue throughout 2020. Completion of the new Barnes Creek heap leach pad, where 95% of Gilmore ore is expected to be stacked, and related pumping and piping infrastructure, remains on target for completion in the fourth quarter of 2020. Procurement for all planned 2020 activities is largely complete and the project is ready to recommence construction activities in the spring.

 

Paracatu asset optimization program

 

The Paracatu asset optimization program that commenced in 2018 was completed in late 2019 with the successful implementation of a comprehensive grade control program. The results of the program include better characterization of the orebody, an improved ability to predict and react to ore variability, and improvements in throughput and recovery. In addition, as a result of a focus on continuous improvement programs, the site is benefiting from improved mining and processing costs and increased overall productivity. Lastly, site water management activities, the addition of renewable power sources with the acquisition of two hydroelectric power plants in 2018, and the continued successful tailings reprocessing project, have further contributed to improved site performance. A newly updated resource model has resulted in the addition of approximately 828,000 gold ounces to estimated mineral reserves, more than offsetting 2019 depletion of 705,000 gold ounces. Measured and indicated resources also increased by approximately 1.1 million gold ounces, or 35%, compared with 2018. The Company intends to file a new Paracatu Technical Report in March 2020 that incorporates the above mentioned new information.

 

Other Recent Transactions

 

Disposition of royalty portfolio

 

On December 2, 2019, the Company entered into an agreement with Maverix Metals Inc. (“Maverix”) to sell a royalty portfolio of precious metals royalties.

 

On December 19, 2019, the Company completed the sale for total consideration of $73.9 million, including $25.0 million in cash and approximately 11.2 million common shares, representing 9.4% of the issued and outstanding common shares, of Maverix. The Company recognized a gain on disposition of $72.7 million in other income in connection with the sale.

 

Sale of Lundin Gold shares

 

On December 9, 2019, as part of its portfolio management strategy and to further strengthen its liquidity, the Company sold its investment in common shares of Lundin Gold Inc. to a syndicate of buyers for proceeds of $113.2 million.

 

14


 

Acquisition of power plants in Brazil

 

On February 14, 2018, Kinross Brasil Mineração S.A. (“KBM”), a subsidiary of the Company, signed an agreement to acquire two hydroelectric power plants in the State of Goias, Brazil from a subsidiary of Gerdau SA for $253.7 million (R$835.0 million). The two plants are expected to secure a long-term supply of power and lower production costs over the life of the mine at Paracatu. On July 31, 2018, the Company completed the transaction.

 

Acquisition of remaining 50% interest in Bald Mountain exploration joint venture

 

On completion of the acquisition of the Bald Mountain mine in 2016, KG Mining (Bald Mountain) Inc. (“KGBM”), a subsidiary of the Company, entered into a 50/50 exploration joint venture with Barrick Gold Corporation (“Barrick”). On October 2, 2018, KGBM signed and completed a transaction with Barrick to acquire the remaining 50% interest in the exploration joint venture that it did not already own for consideration including $15.5 million in cash and a 1.25% net smelter royalty. The Company now owns 100% of the Bald Mountain property, the largest private mining land package in the U.S.

 

Other Developments

 

Senior leadership changes

 

On March 4, 2019, the Company announced the appointment of Andrea Freeborough as Senior Vice-President and Chief Financial Officer, replacing Tony Giardini, effective May 1, 2019. Further, on April 16, 2019, the Company announced a streamlined senior leadership team, with the departures of Senior Vice-President and Chief Operating Officer Lauren Roberts, and Senior Vice-President of Human Resources, Gina Jardine.

 

The Company’s senior leadership team now includes: Paul Rollinson, President and CEO; Geoff Gold, Executive Vice-President, Corporate Development and External Relations, and Chief Legal Officer; Paul Tomory, Executive-Vice President and Chief Technical Officer; and Andrea Freeborough, Senior Vice-President and Chief Financial Officer.

 

Paul Tomory, Executive Vice-President and Chief Technical Officer, has assumed responsibility for regional operations, and safety and sustainability, in addition to his existing responsibilities. The Senior Vice-Presidents of the Company’s three operating regions — the Americas, Russia and West Africa — now also have increased accountability for the operational success of their respective regions.

 

To support the streamlined senior leadership team, the Company also announced the creation of a leadership advisory team consisting of experienced Kinross leaders with diverse functional expertise to provide direct input and insight on organizational issues, corporate strategy and key business decisions.

 

Board of Directors update

 

Mr. John Oliver, Kinross’ independent Board Chair since 2002, announced his retirement from his role as Board Chair effective December 31, 2018. Ms. Catherine McLeod-Seltzer, a Board member since 2005, was appointed the new independent Chair of Kinross, effective January 1, 2019.

 

Mr. David Scott was appointed to Kinross’ Board of Directors in May 2019.

 

Ms. Elizabeth McGregor was appointed to Kinross’ Board of Directors in November 2019.

 

15


 

5.              CONSOLIDATED RESULTS OF OPERATIONS

 

Operating Highlights

 

 

 

Years ended December 31,

 

2019 vs. 2018

 

2018 vs. 2017

 

(in millions, except ounces and per ounce amounts)

 

2019

 

2018

 

2017

 

Change

 

% Change(d)

 

Change

 

% Change(d)

 

Operating Statistics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total gold equivalent ounces(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Produced(b)

 

2,527,788

 

2,475,068

 

2,698,136

 

52,720

 

2

%

(223,068

)

(8

)%

Sold(b)

 

2,512,758

 

2,532,912

 

2,621,875

 

(20,154

)

(1

)%

(88,963

)

(3

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable gold equivalent ounces(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Produced(b)

 

2,507,659

 

2,452,398

 

2,673,533

 

55,261

 

2

%

(221,135

)

(8

)%

Sold(b)

 

2,492,572

 

2,510,419

 

2,596,754

 

(17,847

)

(1

)%

(86,335

)

(3

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gold ounces - sold

 

2,458,839

 

2,480,529

 

2,553,178

 

(21,690

)

(1

)%

(72,649

)

(3

)%

Silver ounces - sold (000’s)

 

4,636

 

4,232

 

5,058

 

404

 

10

%

(826

)

(16

)%

Average realized gold price per ounce(c)

 

$

1,392

 

$

1,268

 

$

1,260

 

$

124

 

10

%

$

8

 

1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Metal sales

 

$

3,497.3

 

$

3,212.6

 

$

3,303.0

 

$

284.7

 

9

%

$

(90.4

)

(3

)%

Production cost of sales

 

$

1,778.9

 

$

1,860.5

 

$

1,757.4

 

$

(81.6

)

(4

)%

$

103.1

 

6

%

Depreciation, depletion and amortization

 

$

731.3

 

$

772.4

 

$

819.4

 

$

(41.1

)

(5

)%

$

(47.0

)

(6

)%

Impairment (reversals) charges - net

 

$

(361.8

)

$

 

$

21.5

 

$

(361.8

)

nm

 

$

(21.5

)

nm

 

Operating earnings

 

$

991.1

 

$

200.5

 

$

336.5

 

$

790.6

 

nm

 

$

(136.0

)

(40

)%

Net earnings (loss) attributable to common shareholders

 

$

718.6

 

$

(23.6

)

$

445.4

 

$

742.2

 

nm

 

$

(469.0

)

(105

)%

 


(a)   “Total” includes 100% of Chirano production. “Attributable” includes Kinross’ share of Chirano (90%) production.

 

(b)   “Gold equivalent ounces” include silver ounces produced and sold converted to a gold equivalent based on a ratio of the average spot market prices for the commodities for each period. The ratio for 2019 was 85.99:1 (2018 - 80.74:1 and 2017 - 73.72:1).

 

(c)    “Average realized gold price per ounce” is a non-GAAP financial measure and is defined in Section 11.

 

(d)   “nm” means not meaningful.

 

Operating Earnings (Loss) by Segment

 

 

 

Years ended December 31,

 

2019 vs. 2018

 

2018 vs. 2017

 

(in millions)

 

2019

 

2018

 

2017

 

Change

 

% Change(c)

 

Change

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating segments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fort Knox

 

$

(52.9

)

$

(41.5

)

$

224.7

 

$

(11.4

)

(27

)%

(266.2

)

(118

)%

Round Mountain

 

207.3

 

154.1

 

139.7

 

53.2

 

35

%

14.4

 

10

%

Bald Mountain

 

12.7

 

110.7

 

68.5

 

(98.0

)

(89

)%

42.2

 

62

%

Paracatu

 

492.2

 

69.9

 

(263.3

)

422.3

 

nm

 

333.2

 

127

%

Maricunga

 

10.9

 

45.1

 

21.3

 

(34.2

)

(76

)%

23.8

 

112

%

Kupol(a)

 

281.1

 

187.2

 

225.0

 

93.9

 

50

%

(37.8

)

(17

)%

Tasiast

 

285.1

 

(85.9

)

118.8

 

371.0

 

nm

 

(204.7

)

(172

)%

Chirano

 

(7.8

)

(6.2

)

(27.5

)

(1.6

)

(26

)%

21.3

 

77

%

Non-operating segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and other(b)

 

(237.5

)

(232.9

)

(170.7

)

(4.6

)

(2

)%

(62.2

)

(36

)%

Total

 

$

991.1

 

$

200.5

 

$

336.5

 

$

790.6

 

nm

 

$

(136.0

)

(40

)%

 


(a)         The Kupol segment includes the Kupol and Dvoinoye mines.

 

(b)         “Corporate and other” includes operating costs which are not directly related to individual mining properties such as overhead expenses, gains and losses on disposal of assets and investments, and other costs relating to corporate, shutdown, and other non-operating assets (including Kettle River-Buckhorn, La Coipa, Lobo-Marte, Cerro Casale until its disposal on June 9, 2017 and White Gold until its disposal on June 14, 2017).

 

(c)          “nm” means not meaningful.

 

16


 

Mining Operations

 

Fort Knox (100% ownership and operator) — USA

 

 

 

Years ended December 31,

 

 

 

2019

 

2018

 

Change

 

% Change(c)

 

Operating Statistics

 

 

 

 

 

 

 

 

 

Tonnes ore mined (000’s)

 

25,367

 

24,646

 

721

 

3

%

Tonnes processed (000’s)(a) 

 

26,562

 

28,097

 

(1,535

)

(5

)%

Grade (grams/tonne)(b)

 

0.55

 

0.50

 

0.05

 

10

%

Recovery(b)

 

82.2

%

81.5

%

0.7

%

1

%

Gold equivalent ounces:

 

 

 

 

 

 

 

 

 

Produced

 

200,263

 

255,569

 

(55,306

)

(22

)%

Sold

 

200,323

 

256,037

 

(55,714

)

(22

)%

 

 

 

 

 

 

 

 

 

 

Financial Data (in millions)

 

 

 

 

 

 

 

 

 

Metal sales

 

$

279.6

 

$

325.5

 

$

(45.9

)

(14

)%

Production cost of sales

 

213.7

 

214.4

 

(0.7

)

0

%

Depreciation, depletion and amortization

 

90.3

 

109.7

 

(19.4

)

(18

)%

 

 

(24.4

)

1.4

 

(25.8

)

nm

 

Other operating expense

 

25.1

 

38.2

 

(13.1

)

(34

)%

Exploration and business development

 

3.4

 

4.7

 

(1.3

)

(28

)%

Segment operating loss

 

$

(52.9

)

$

(41.5

)

$

(11.4

)

(27

)%

 


(a)         Includes 18,482,000 tonnes placed on the heap leach pads during 2019 (2018 - 16,307,000 tonnes).

 

(b)         Amount represents mill grade and recovery only. Ore placed on the heap leach pads had an average grade of 0.21 grams per tonne during 2019 (2018 - 0.19 grams per tonne). Due to the nature of heap leach operations, point-in-time recovery rates are not meaningful.

 

(c)          “nm” means not meaningful.

 

The Company has been operating the Fort Knox mine, located near Fairbanks, Alaska, since it was acquired in 1998.

 

2019 vs. 2018

 

In 2019, tonnes of ore mined increased by 3%, compared to 2018, largely due to planned mine sequencing and the development of Phase 8 East, as well as the commencement of stripping for the Gilmore project. Tonnes of ore processed in 2019 decreased by 5%, compared to 2018, due to the decrease in mill throughput, partially offset by an increase in tonnes placed on the heap leach pad. In 2019, mill grade increased by 10% compared to 2018, due to mine sequencing. Gold equivalent ounces produced and sold in 2019 both decreased by 22%, compared to 2018, primarily due to the decrease in mill throughput, partially offset by higher mill grade and an increase in ounces recovered from the heap leach pad.

 

Metal sales in 2019 decreased by 14%, compared to 2018, due to the decrease in gold equivalent ounces sold, partially offset by the increase in average metal prices realized. Production cost of sales in 2019 was comparable to 2018, due to decreases in gold equivalent ounces sold and lower mill throughput, resulting in lower power and consumables costs, offset by higher proportion of ounces produced from the heap leach pad, as well as higher maintenance and contractor costs. Depreciation, depletion, and amortization in 2019 decreased by 18%, compared to 2018, primarily due to the decrease in gold equivalent ounces sold.

 

In 2019, other operating expense included $25.1 million (2018 - $37.9 million) of costs associated with the impact of the pit wall slide that occurred in 2018.

 

17


 

Round Mountain (100% ownership and operator) — USA

 

 

 

Years ended December 31,

 

 

 

2019

 

2018

 

Change

 

% Change(c)

 

Operating Statistics

 

 

 

 

 

 

 

 

 

Tonnes ore mined (000’s)

 

22,514

 

22,023

 

491

 

2

%

Tonnes processed (000’s)(a)

 

25,804

 

24,770

 

1,034

 

4

%

Grade (grams/tonne)(b)

 

1.13

 

1.46

 

(0.33

)

(23

)%

Recovery(b)

 

84.9

%

83.8

%

1.1

%

1

%

Gold equivalent ounces:

 

 

 

 

 

 

 

 

 

Produced

 

361,664

 

385,601

 

(23,937

)

(6

)%

Sold

 

360,739

 

381,478

 

(20,739

)

(5

)%

 

 

 

 

 

 

 

 

 

 

Financial Data (in millions)

 

 

 

 

 

 

 

 

 

Metal sales

 

$

502.2

 

$

483.9

 

$

18.3

 

4

%

Production cost of sales

 

250.6

 

277.6

 

(27.0

)

(10

)%

Depreciation, depletion and amortization

 

39.8

 

51.0

 

(11.2

)

(22

)%

 

 

211.8

 

155.3

 

56.5

 

36

%

Other operating income

 

(0.3

)

 

(0.3

)

nm

 

Exploration and business development

 

4.8

 

1.2

 

3.6

 

nm

 

Segment operating earnings

 

$

207.3

 

$

154.1

 

$

53.2

 

35

%

 


(a)         Includes 22,164,000 tonnes placed on the heap leach pads during 2019 (2018 - 21,118,000 tonnes).

 

(b)         Amounts represent mill grade and recovery only. Ore placed on the heap leach pads had an average grade of 0.34 grams per tonne during 2019 (2018 - 0.36 grams per tonne). Due to the nature of heap leach operations, point-in-time recovery rates are not meaningful.

 

(c)          “nm” means not meaningful.

 

The Company acquired its 50% ownership interest in the Round Mountain open pit mine, located in Nye County, Nevada, with the acquisition of Echo Bay Mines Ltd. (“Echo Bay”) on January 31, 2003. On January 11, 2016, the Company acquired the remaining 50% interest in Round Mountain, along with the Bald Mountain gold mine, from Barrick.

 

2019 vs. 2018

 

In 2019, tonnes of ore mined and processed increased by 2% and 4%, respectively, compared to 2018, primarily due to strong operational performance late in 2019, with the mining of Phase W alluvium ore increasing the tonnes placed on the heap leach pads. Mill grade in 2019 decreased by 23%, compared to 2018, due to planned mine sequencing. Gold equivalent ounces produced and sold in 2019 decreased by 6% and 5%, respectively, compared to 2018, primarily due to the decrease in mill grade, partially offset by the increase in ounces recovered from the heap leach pads.

 

In 2019, metal sales increased by 4%, compared to 2018, primarily due the increase in average metal prices realized, partially offset by the decrease in gold equivalent ounces sold. Production cost of sales and depreciation, depletion and amortization in 2019 decreased by 10% and 22%, respectively, compared to 2018, primarily due to the decrease in gold equivalent ounces sold.

 

18


 

Bald Mountain (100% ownership and operator) — USA

 

 

 

Years ended December 31,

 

 

 

2019

 

2018

 

Change

 

% Change

 

Operating Statistics(a)

 

 

 

 

 

 

 

 

 

Tonnes ore mined (000’s)

 

15,806

 

24,477

 

(8,671

)

(35

)%

Tonnes processed (000’s)

 

16,475

 

23,654

 

(7,179

)

(30

)%

Grade (grams/tonne)

 

0.42

 

0.43

 

(0.01

)

(2

)%

Gold equivalent ounces:

 

 

 

 

 

 

 

 

 

Produced

 

187,961

 

284,646

 

(96,685

)

(34

)%

Sold

 

177,802

 

318,091

 

(140,289

)

(44

)%

 

 

 

 

 

 

 

 

 

 

Financial Data (in millions)

 

 

 

 

 

 

 

 

 

Metal sales

 

$

249.2

 

$

403.9

 

$

(154.7

)

(38

)%

Production cost of sales

 

136.6

 

174.1

 

(37.5

)

(22

)%

Depreciation, depletion and amortization

 

79.5

 

99.7

 

(20.2

)

(20

)%

 

 

33.1

 

130.1

 

(97.0

)

(75

)%

Other operating expense

 

7.8

 

7.9

 

(0.1

)

(1

)%

Exploration and business development

 

12.6

 

11.5

 

1.1

 

10

%

Segment operating earnings

 

$

12.7

 

$

110.7

 

$

(98.0

)

(89

)%

 


(a)         Due to the nature of heap leach operations, point-in-time recovery rates are not meaningful.

 

The Company completed the acquisition of 100% of the Bald Mountain open pit mine on January 11, 2016 from Barrick, which includes a large associated land package. On October 2, 2018, the Company acquired the remaining 50% interest in the Bald Mountain exploration joint venture that it did not already own from Barrick, giving Kinross 100% ownership of the Bald Mountain land package.

 

2019 vs. 2018

 

In 2019, tonnes of ore mined and processed decreased by 35% and 30%, respectively, compared to 2018, as mining activities were primarily focused on the South Area including a ramp up period for the Vantage pit, and due to unfavourable weather conditions experienced earlier in 2019. Gold equivalent ounces produced and sold in 2019 decreased by 34% and 44%, respectively, compared to 2018, largely due to the timing of ounces recovered from the heap leach pads, and fewer tonnes placed on the heap leach pads.

 

Metal sales in 2019 decreased by 38%, compared to 2018, primarily due to the decrease in gold equivalent ounces sold, partially offset by an increase in average metal prices realized. Production cost of sales in 2019 decreased by 22%, compared to 2018, primarily due to the decrease in gold equivalent ounces sold. In 2019, depreciation, depletion and amortization decreased by 20%, compared to 2018, primarily due to the decrease in gold equivalent ounces sold, partially offset by an increase in depreciable asset base as a result of the completion of the Vantage project.

 

19


 

Paracatu (100% ownership and operator) — Brazil

 

 

 

Years ended December 31,

 

 

 

2019

 

2018

 

Change

 

% Change(a)

 

Operating Statistics

 

 

 

 

 

 

 

 

 

Tonnes ore mined (000’s)

 

49,535

 

47,910

 

1,625

 

3

%

Tonnes processed (000’s)

 

57,621

 

54,141

 

3,480

 

6

%

Grade (grams/tonne)

 

0.40

 

0.39

 

0.01

 

3

%

Recovery

 

78.7

%

77.7

%

1.0

%

1

%

Gold equivalent ounces:

 

 

 

 

 

 

 

 

 

Produced

 

619,563

 

521,575

 

97,988

 

19

%

Sold

 

619,009

 

523,417

 

95,592

 

18

%

 

 

 

 

 

 

 

 

 

 

Financial Data (in millions)

 

 

 

 

 

 

 

 

 

Metal sales

 

$

856.3

 

$

663.1

 

$

193.2

 

29

%

Production cost of sales

 

412.3

 

430.5

 

(18.2

)

(4

)%

Depreciation, depletion and amortization

 

163.4

 

148.9

 

14.5

 

10

%

Reversal of impairment charges

 

(200.7

)

 

(200.7

)

nm

 

 

 

481.3

 

83.7

 

397.6

 

nm

 

Other operating (income) expense

 

(10.9

)

13.8

 

(24.7

)

(179

)%

Segment operating earnings

 

$

492.2

 

$

69.9

 

$

422.3

 

nm

 

 


(a)         “nm” means not meaningful.

 

The Company acquired a 49% ownership interest in the Paracatu open pit mine, located in the State of Minas Gerais, Brazil, upon the acquisition of TVX Gold Inc. on January 31, 2003. On December 31, 2004, the Company purchased the remaining 51% of Paracatu from Rio Tinto Plc.

 

2019 vs. 2018

 

In 2019, tonnes of ore mined and processed increased by 3% and 6%, respectively, compared to 2018, consistent with the mine plan and due to plant efficiencies achieved through continued optimization. Gold equivalent ounces produced and sold in 2019 increased by 19% and 18%, respectively, compared to 2018, primarily due to the increases in mill throughput, grade, and recovery.

 

Metal sales in 2019 increased by 29%, compared to 2018, due to an increase in gold equivalent ounces sold and an increase in average metal prices realized. In 2019, production cost of sales decreased by 4%, compared to 2018, largely due to decreases in power and reagent costs, and favourable foreign exchange movements, partially offset by higher contractor costs and the increase in gold equivalent ounces sold. Depreciation, depletion and amortization in 2019 increased by 10%, compared to 2018, primarily due to the increase in gold equivalent ounces sold and an increase in depreciable asset base.

 

At December 31, 2019, the Company recognized a reversal of previously recorded impairment charges of $200.7 million. The non-cash impairment reversal related to property, plant and equipment was primarily due to an increase in the Company’s estimates of future metal prices. The tax impact on the impairment reversal was an expense of $68.2 million recorded within income tax expense. No such impairment reversal was recognized in 2018.

 

In 2019, other operating income of $10.9 million primarily includes $17.5 million of additional federal value added tax (“VAT”) credits as a result of changes in Brazil’s tax regulations related to prior period expenditures. In 2018, other operating expense of $13.8 million included $3.4 million of costs related to the acquisition of the two hydroelectric power plants in July 2018.

 

20


 

Maricunga (100% ownership and operator) — Chile

 

 

 

Years ended December 31,

 

 

 

2019

 

2018

 

Change

 

% Change(b)

 

Operating Statistics(a)

 

 

 

 

 

 

 

 

 

Tonnes ore mined (000’s)

 

 

 

 

 

Tonnes processed (000’s)

 

 

 

 

 

Grade (grams/tonne)

 

 

 

 

 

Gold equivalent ounces:

 

 

 

 

 

 

 

 

 

Produced

 

38,601

 

60,066

 

(21,465

)

(36

)%

Sold

 

43,756

 

89,959

 

(46,203

)

(51

)%

 

 

 

 

 

 

 

 

 

 

Financial Data (in millions)

 

 

 

 

 

 

 

 

 

Metal sales

 

$

61.2

 

$

113.6

 

$

(52.4

)

(46

)%

Production cost of sales

 

31.5

 

65.7

 

(34.2

)

(52

)%

Depreciation, depletion and amortization 

 

1.7

 

4.0

 

(2.3

)

(58

)%

 

 

28.0

 

43.9

 

(15.9

)

(36

)%

Other operating expense (income)

 

17.0

 

(1.3

)

18.3

 

nm

 

Exploration and business development

 

0.1

 

0.1

 

 

0

%

Segment operating earnings

 

$

10.9

 

$

45.1

 

$

(34.2

)

(76

)%

 


(a)         Due to the nature of heap leach operations, point-in-time recovery rates are not meaningful.

 

(b)         “nm” means not meaningful.

 

Kinross acquired its original 50% interest in the Maricunga open pit mine (formerly known as the Refugio mine), located 120 kilometres northeast of Copiapó, Chile in 1998. On February 27, 2007, Kinross acquired the remaining 50% interest in Maricunga through the acquisition of Bema Gold Corporation. During 2016, mining activities at Maricunga were suspended as a result of the imposition of a water curtailment order by Chile’s environmental enforcement authority.

 

2019 vs. 2018

 

As a result of the suspension of mining and crushing activities at Maricunga, there was no ore mined and processed in both 2019 and 2018. In 2019, gold equivalent ounces produced and sold decreased by 36% and 51%, respectively, compared to 2018, as rinsing of ore placed on the heap leach pads prior to the suspension of mining activities continued to ramp down. No further production is expected.

 

Metal sales, production cost of sales, and depreciation, depletion, and amortization in 2019 decreased by 46%, 52%, and 58%, respectively, compared to 2018, primarily due to the decrease in gold equivalent ounces sold.

 

Other operating expense in 2019 consists primarily of care and maintenance related costs, as a result of the suspension of mining and crushing activities and the continued ramp down of rinsing of ore on the heap leach pads.

 

21


 

Kupol (100% ownership and operator) — Russian Federation(a)

 

 

 

Years ended December 31,

 

 

 

2019

 

2018

 

Change

 

% Change(d)

 

Operating Statistics

 

 

 

 

 

 

 

 

 

Tonnes ore mined (000’s)(b)

 

1,599

 

1,636

 

(37

)

(2

)%

Tonnes processed (000’s)

 

1,723

 

1,721

 

2

 

0

%

Grade (grams/tonne):

 

 

 

 

 

 

 

 

 

Gold

 

9.41

 

8.61

 

0.80

 

9

%

Silver

 

69.49

 

70.94

 

(1.45

)

(2

)%

Recovery:

 

 

 

 

 

 

 

 

 

Gold

 

94.1

%

94.6

%

(0.5

)%

(1

)%

Silver

 

84.9

%

83.5

%

1.4

%

2

%

Gold equivalent ounces:(c)

 

 

 

 

 

 

 

 

 

Produced

 

527,343

 

489,947

 

37,396

 

8

%

Sold

 

526,458

 

494,835

 

31,623

 

6

%

Silver ounces:

 

 

 

 

 

 

 

 

 

Produced (000’s)

 

3,296

 

3,306

 

(10

)

0

%

Sold (000’s)

 

3,368

 

3,218

 

150

 

5

%

 

 

 

 

 

 

 

 

 

 

Financial Data (in millions)

 

 

 

 

 

 

 

 

 

Metal sales

 

$

734.4

 

$

627.7

 

$

106.7

 

17

%

Production cost of sales

 

314.1

 

288.2

 

25.9

 

9

%

Depreciation, depletion and amortization

 

125.1

 

133.5

 

(8.4

)

(6

)%

 

 

295.2

 

206.0

 

89.2

 

43

%

Other operating income

 

(8.9

)

(0.4

)

(8.5

)

nm

 

Exploration and business development

 

23.0

 

19.2

 

3.8

 

20

%

Segment operating earnings

 

$

281.1

 

$

187.2

 

$

93.9

 

50

%

 


(a)         The Kupol segment includes the Kupol and Dvoinoye mines.

 

(b)         Includes 435,000 tonnes of ore mined from Dvoinoye during 2019 (2018 - 447,000).

 

(c)          “Gold equivalent ounces” include silver ounces produced and sold converted to a gold equivalent based on a ratio of the average spot market prices for the commodities for each period. The ratio for 2019 was 85.99:1 (2018 - 80.74:1).

 

(d)         “nm” means not meaningful.

 

The Company acquired a 75% interest in the Kupol project in Far Eastern Russia on February 27, 2007. The remaining 25% interest was acquired from the State Unitary Enterprise of the Chukotka Autonomous Okrug on April 27, 2011.

 

2019 vs. 2018

 

Tonnes of ore mined in 2019 decreased by 2%, compared to 2018, primarily due to planned mine sequencing. Mill grade in 2019 increased by 9%, compared to 2018, largely due to an increase in higher grade ore processed from Kupol’s Northeast Extension deposit and Moroshka. Gold equivalent ounces produced and sold in 2019 increased by 8% and 6%, respectively, compared to 2018, primarily due to the increase in grade.

 

Metal sales in 2019 increased by 17%, compared to 2018, due to increases in gold equivalent ounces sold and average metal prices realized. In 2019, production cost of sales increased by 9%, compared to 2018, primarily due to the increase in gold equivalent ounces sold. Depreciation, depletion and amortization in 2019 decreased by 6%, compared to 2018, due to the decrease in the depreciable asset base and the addition of mineral reserves at Dvoinoye at the end of 2018, partially offset by the increase in gold equivalent ounces sold.

 

22


 

Tasiast (100% ownership and operator) — Mauritania

 

 

 

Years ended December 31,

 

 

 

2019

 

2018

 

Change

 

% Change(c)

 

Operating Statistics

 

 

 

 

 

 

 

 

 

Tonnes ore mined (000’s)

 

4,920

 

8,206

 

(3,286

)

(40

)%

Tonnes processed (000’s)(a)

 

5,226

 

5,692

 

(466

)

(8

)%

Grade (grams/tonne)(b)

 

2.33

 

2.02

 

0.31

 

15

%

Recovery(b)

 

96.6

%

92.6

%

4.0

%

4

%

Gold equivalent ounces:

 

 

 

 

 

 

 

 

 

Produced

 

391,097

 

250,965

 

140,132

 

56

%

Sold

 

382,803

 

243,241

 

139,562

 

57

%

 

 

 

 

 

 

 

 

 

 

Financial Data (in millions)

 

 

 

 

 

 

 

 

 

Metal sales

 

$

532.8

 

$

307.8

 

$

225.0

 

73

%

Production cost of sales

 

230.4

 

237.3

 

(6.9

)

(3

)%

Depreciation, depletion and amortization

 

130.2

 

95.5

 

34.7

 

36

%

Reversal of impairment charges

 

(161.1

)

 

(161.1

)

nm

 

 

 

333.3

 

(25.0

)

358.3

 

nm

 

Other operating expense

 

46.4

 

52.4

 

(6.0

)

(11

)%

Exploration and business development

 

1.8

 

8.5

 

(6.7

)

(79

)%

Segment operating earnings (loss)

 

$

285.1

 

$

(85.9

)

$

371.0

 

nm

 

 


(a)         No ore was placed on the dump leach pads in 2019 (2018 - 1,958,000 tonnes).

 

(b)         Amount represents mill grade and recovery only. Ore placed on the dump leach pads had an average grade of 0.36 grams per tonne during 2018. Due to the nature of heap leach operations, point-in-time recovery rates are not meaningful.

 

(c)          “nm” means not meaningful.

 

Kinross acquired its 100% interest in the Tasiast mine on September 17, 2010 upon completing its acquisition of Red Back Mining Inc. (“Red Back”). The Tasiast mine is an open pit operation located in north-western Mauritania and is approximately 300 kilometres north of the capital, Nouakchott.

 

2019 vs. 2018

 

Tonnes of ore mined in 2019 decreased by 40%, compared to 2018, consistent with the mine plan that involved mining a higher portion of mill grade ore in 2019 as opposed to a large portion of low grade leachable ore in 2018, as well as increased capital stripping activity. In 2019, tonnes of ore processed decreased by 8%, compared to 2018, due to a decrease in tonnes of ore placed on the dump leach pads, which was partially offset by the increased mill throughput from the commissioning of the SAG mill in the third quarter of 2018. Mill grade in 2019 increased by 15%, compared to 2018, mainly due to a large portion of higher grade ore mined from West Branch. Gold equivalent ounces produced and sold increased by 56% and 57% in 2019, respectively, compared to 2018, primarily due to the increases in mill grade, mill throughput and recovery.

 

Metal sales in 2019 increased by 73%, compared to 2018, due to increases in gold equivalent ounces sold and average metal prices realized. In 2019, production cost of sales decreased by 3%, compared to the same period in 2018, primarily due to a decrease in operating waste mined and lower reagent and contractor costs. Depreciation, depletion and amortization in 2019 increased by 36%, compared to 2018, primarily due to the increase in gold equivalent ounces sold and an increase in the depreciable asset base, largely related to the completion of the Phase One project in the third quarter of 2018, partially offset by increased capitalized depreciation related to increased capital stripping activity.

 

At December 31, 2019, the Company recognized a reversal of previously recorded impairment charges of $161.1 million. The non-cash impairment reversal related to property, plant and equipment was primarily due to an increase in the Company’s estimates of future metal prices. No such impairment reversal was recognized in 2018.

 

23


 

Chirano (90% ownership and operator) — Ghana(a)

 

 

 

Years ended December 31,

 

 

 

2019

 

2018

 

Change

 

% Change

 

Operating Statistics

 

 

 

 

 

 

 

 

 

Tonnes ore mined (000’s)

 

2,569

 

2,013

 

556

 

28

%

Tonnes processed (000’s)

 

3,457

 

3,506

 

(49

)

(1

)%

Grade (grams/tonne)

 

1.98

 

2.18

 

(0.20

)

(9

)%

Recovery

 

91.6

%

92.1

%

(0.5

)%

(1

)%

Gold equivalent ounces:

 

 

 

 

 

 

 

 

 

Produced

 

201,296

 

226,699

 

(25,403

)

(11

)%

Sold

 

201,868

 

224,927

 

(23,059

)

(10

)%

 

 

 

 

 

 

 

 

 

 

Financial Data (in millions)

 

 

 

 

 

 

 

 

 

Metal sales

 

$

281.6

 

$

286.0

 

$

(4.4

)

(2

)%

Production cost of sales

 

189.7

 

172.7

 

17.0

 

10

%

Depreciation, depletion and amortization

 

92.6

 

123.8

 

(31.2

)

(25

)%

 

 

(0.7

)

(10.5

)

9.8

 

93

%

Other operating expense

 

(0.9

)

(10.3

)

9.4

 

91

%

Exploration and business development

 

8.0

 

6.0

 

2.0

 

33

%

Segment operating loss

 

$

(7.8

)

$

(6.2

)

$

(1.6

)

(26

)%

 


(a)         Operating statistics and financial data are at 100% for all periods.

 

Kinross acquired its 90% interest in the Chirano mine on September 17, 2010 upon completing its acquisition of Red Back. Chirano is located in southwestern Ghana, approximately 100 kilometres southwest of Kumasi, Ghana’s second largest city. A 10% carried interest is held by the government of Ghana.

 

2019 vs. 2018

 

Tonnes of ore mined in 2019 increased by 28%, compared to 2018, primarily due to the restart of open pit mining during the first quarter of 2019. Tonnes of ore processed decreased by 1% in 2019, compared to 2018, largely due to the metallurgical characteristics of the ore mined. Mill grade in 2019 decreased by 9%, compared to 2018, mainly due to lower grade ore mined at the Paboase and Akoti underground deposits. Gold equivalent ounces produced and sold in 2019 decreased by 11% and 10%, respectively, compared to 2018, primarily due to the decrease in grade. Gold equivalent ounces sold in 2019 exceeded production due to the timing of sales.

 

In 2019, metal sales decreased by 2%, compared to 2018, due to the decrease in gold equivalent ounces sold, partially offset by an increase in average metal prices realized. Production cost of sales in 2019 increased by 10%, compared to 2018, primarily due to an increase in contractor costs related to the restart of open pit mining during 2019, partially offset by the decrease in gold equivalent ounces sold. Depreciation, depletion and amortization in 2019 decreased by 25%, compared to 2018, largely due to the decrease in gold equivalent ounces sold and an increase in mineral reserves at the end of 2018.

 

The Chirano mining lease expired on April 7, 2019 and an application to extend the term of the mining lease was filed prior to its expiration. On August 9, an extension for an additional 15 years was received, subject to finalizing details of a new mining lease with the Government of Ghana. A proposed new mining lease submitted by the Government of Ghana was signed in December 2019. The lease is currently awaiting final ratification by Parliament.

 

24


 

Reversals of impairment charges

 

 

 

Years ended December 31,

 

(in millions)

 

2019

 

2018

 

Change

 

% Change(a)

 

Property, plant and equipment

 

$

(361.8

)

$

 

$

(361.8

)

nm

 

 


(a)         “nm” means not meaningful.

 

At December 31, 2019, upon completion of the Company’s assessment of the carrying values of its CGUs, the Company recorded reversals of impairment charges totaling $361.8 million, comprised of $200.7 million at Paracatu and $161.1 million at Tasiast. The impairment reversals were entirely related to property, plant and equipment, and were mainly due to an increase in the Company’s long-term gold price estimates. For Paracatu, the reversal was limited to a full reversal of the remaining impairment charge recorded in 2017. For Tasiast, the reversal represents a partial reversal of impairment charges previously recorded. The tax impact on the impairment reversal at Paracatu was an expense of $68.2 million recorded within income tax expense. There was no tax impact related to the impairment reversal at Tasiast.

 

No impairment charges or impairment reversals were recognized in 2018.

 

Impairment charges recognized against property, plant and equipment may be reversed if there are changes in the assumptions or estimates used in determining the recoverable amount of a CGU which indicate that a previously recognized impairment loss may no longer exist or may have decreased.

 

Other Operating Expense

 

 

 

Years ended December 31,

 

(in millions)

 

2019

 

2018

 

Change

 

% Change

 

Other operating expense

 

$

108.5

 

$

137.0

 

$

(28.5

)

(21

)%

 

In 2019, other operating expense included $25.1 million of costs as a result of production issues associated with the pit wall slide at Fort Knox, and environmental and other operating expenses for non-operating mining sites of $35.6 million, and was reduced by $17.5 million as a result of additional federal VAT credits at Paracatu due to changes in Brazil’s tax regulations.

 

In 2018, other operating expense included $37.9 million of costs as a result of production issues associated with the pit wall slide at Fort Knox, and environmental and other operating expenses for non-operating mining sites of $28.7 million.

 

Exploration and Business Development

 

 

 

Years ended December 31,

 

(in millions)

 

2019

 

2018

 

Change

 

% Change

 

Exploration and business development

 

$

113.5

 

$

109.2

 

$

4.3

 

4

%

 

Of the total Exploration and Business Development expense, expenditures on exploration totaled $80.0 million in 2019 compared to $77.5 million in 2018. Capitalized exploration expenses, including capitalized evaluation expenditures, totaled $20.7 million in 2019, compared to $3.1 million in 2018.

 

Kinross was active on more than 16 mine sites, near-mine and greenfield initiatives in 2019, with a total of 300,460 metres drilled. In 2018, Kinross was active on more than 19 mine sites, near-mine and greenfield initiatives, with a total 323,062 metres drilled.

 

General and Administrative

 

 

 

Years ended December 31,

 

(in millions)

 

2019

 

2018

 

Change

 

% Change

 

General and administrative

 

$

135.8

 

$

133.0

 

$

2.8

 

2

%

 

General and administrative costs include expenses related to the overall management of the business which are not part of direct mine operating costs. These are costs that are incurred at corporate offices located in Canada, U.S., Brazil, the Russian Federation, Chile, the Netherlands, and the Canary Islands.

 

In 2019, general and administrative costs included restructuring costs of $12.2 million.

 

25


 

Other Income — Net

 

 

 

Years ended December 31,

 

(in millions)

 

2019

 

2018

 

Change

 

% Change(a)

 

Gains (losses) on dispositions of other assets - net

 

70.4

 

(0.8

)

71.2

 

nm

 

Foreign exchange gains (losses) - net

 

0.6

 

(4.3

)

4.9

 

114

%

Net non-hedge derivative gains (losses) - net

 

1.4

 

(1.2

)

2.6

 

nm

 

Other

 

0.2

 

9.5

 

(9.3

)

(98

)%

Other income - net

 

$

72.6

 

$

3.2

 

$

69.4

 

nm

 

 


(a)         “nm” means not meaningful.

 

Other income increased to $72.6 million in 2019 from $3.2 million in 2018. In 2019, the Company sold a portfolio of precious metals royalties, recognizing a gain on disposition of $72.7 million.

 

Finance Expense

 

 

 

Years ended December 31,

 

(in millions)

 

2019

 

2018

 

Change

 

% Change

 

Accretion of reclamation and remediation obligations

 

$

31.0

 

$

29.1

 

$

1.9

 

7

%

Interest expense, including accretion of debt and lease liabilities

 

76.9

 

72.1

 

4.8

 

7

%

Finance expense

 

$

107.9

 

$

101.2

 

$

6.7

 

7

%

 

Interest expense in 2019 increased to $76.9 million, compared to $72.1 million in 2018, primarily as a result of accretion of lease liabilities and increased interest costs from drawings on the revolving credit facility. Interest expense capitalized in 2019 was $47.4 million, compared to $41.5 million in 2018, primarily due to higher qualifying capital expenditures in 2019.

 

26


 

Income and Mining Taxes

 

Kinross is subject to tax in various jurisdictions including Canada, the United States, Brazil, Chile, the Russian Federation, Mauritania, and Ghana.

 

In 2019, the Company recorded income tax expense of $246.7 million, compared to income tax expense of $138.8 million in 2018. The $246.7 million income tax expense recognized in 2019 was largely as a result of higher operating mine profitability, compared to the same period in 2018, and included an additional deferred tax expense of $68.2 million related to the reversal of impairment charges at Paracatu, as well as $1.6 million of deferred tax expense resulting from the net foreign currency translation of the tax deductions of the Company’s operations in Brazil and Russia. The $138.8 million income tax expense recorded in 2018 included $62.0 million of deferred tax expense resulting from the devaluation in U.S. dollar terms of the tax deductions of the Company’s operations in Brazil and Russia. The favorable impacts of U.S. Tax Reform legislation continued, with the AMT benefit increased by $4.6 million in 2019. In 2019, the State of Alaska confirmed that the state would refund previously paid state AMT on a similar basis to the refunds of U.S. federal AMT. In 2018, the estimated U.S. federal AMT benefit was increased by $8.7 million, as a result of an IRS announcement that the AMT refunds payable to companies in respect of taxation years beginning after December 31, 2017 would no longer be subject to sequestration. Kinross’ combined federal and provincial statutory tax rate for both 2019 and 2018 was 26.5%.

 

There are a number of factors that can significantly impact the Company’s effective tax rate, including geographical distribution of income, varying rates in different jurisdictions, the non-recognition of tax assets, mining allowance, mining specific taxes, foreign currency exchange movements, changes in tax laws, and the impact of specific transactions and assessments.

 

On April 17, 2019, the Mauritanian Legislature approved a tax bill that included multiple changes in tax law and on April 29, 2019, these changes were promulgated. A Mauritanian Tax Agency information circular circulated on May 7, 2019 confirmed that the New Tax Code is effective from January 1, 2020. In the fourth quarter of 2019, the Mauritanian Tax Agency released some draft administrative guidance for comment and held consultative sessions with taxpayers for feedback. Final administrative guidance on the application of the new tax law has not been released. On January 10, 2020, the Mauritanian Legislature passed the Financial Law for the Year 2020, amending the 2019 New Tax Code. The Company has reviewed the new law and draft administrative guidance and concluded that the New Tax Code is not expected to have a material impact on the Company’s ongoing operations in Mauritania. The Company notes that its Mining Convention with the State of Mauritania contains tax stability provisions applicable to its current operations and mining concessions.

 

Kinross’ tax records, transactions and filing positions may be subject to examination by the tax authorities in the countries in which the Company has operations. The tax authorities may review the Company’s transactions in respect of the year, or multiple years, which they have chosen for examination. The tax authorities may interpret the tax implications of a transaction in form or in fact, differently from the interpretation reached by the Company. In circumstances where the Company and the tax authority cannot reach a consensus on the tax impact, there are processes and procedures which both parties may undertake in order to reach a resolution, which may span many years in the future. The Company assesses the expected outcome of examination of transactions by the tax authorities, and accrues the expected outcome in accordance with IFRS principles. Uncertainty in the interpretation and application of applicable tax laws, regulations or the relevant sections of Mining Conventions by the tax authorities, or the failure of relevant Governments or tax authorities to honor tax laws, regulations or the relevant sections of Mining Conventions could adversely affect Kinross.

 

Due to the number of factors that can potentially impact the effective tax rate and the sensitivity of the tax provision to these factors, as discussed above, it is expected that the Company’s effective tax rate will fluctuate in future periods.

 

27


 

6.              LIQUIDITY AND CAPITAL RESOURCES

 

The following table summarizes Kinross’ cash flow activity:

 

 

 

Years ended December 31,

 

(in millions)

 

2019

 

2018

 

Change

 

% Change

 

Cash Flow:

 

 

 

 

 

 

 

 

 

Provided from operating activities

 

$

1,224.9

 

$

788.7

 

$

436.2

 

55

%

Used in investing activities

 

(1,026.6

)

(1,387.0

)

360.4

 

26

%

Provided from (used in) financing activities

 

25.1

 

(72.6

)

97.7

 

135

%

Effect of exchange rate changes on cash and cash equivalents

 

2.7

 

(5.9

)

8.6

 

146

%

Increase (decrease) in cash and cash equivalents

 

226.1

 

(676.8

)

902.9

 

133

%

Cash and cash equivalents, beginning of period

 

349.0

 

1,025.8

 

(676.8

)

(66

)%

Cash and cash equivalents, end of period

 

$

575.1

 

$

349.0

 

$

226.1

 

65

%

 

Cash and cash equivalents balances increased by $226.1 million in 2019 compared to a decrease of $676.8 million in 2018. Detailed discussions regarding cash flow movements are noted below.

 

Operating Activities

 

2019 vs. 2018

 

Net cash flow provided from operating activities increased by $436.2 million in 2019 compared to 2018, mainly due to the increase in margins and favourable working capital changes.

 

Investing Activities

 

2019 vs. 2018

 

Net cash flow used in investing activities was $1,026.6 million in 2019, compared to $1,387.0 million in 2018. The primary use of cash in 2019 was for capital expenditures of $1,105.2 million, partially offset by net proceeds from the sale of long-term investments and other assets.

 

The primary uses of cash in 2018 were for capital expenditures of $1,043.4 million, the acquisition of the two hydroelectric power plants in Brazil for $253.7 million, and the acquisition of the remaining 50% interest in the La Coipa Phase 7 mining concessions for an initial payment and transaction costs totaling $35.1 million.

 

28


 

The following table presents a breakdown of capital expenditures on a cash basis:

 

 

 

Years ended December 31,

 

(in millions)

 

2019

 

2018

 

Change

 

% Change(c)

 

Operating segments

 

 

 

 

 

 

 

 

 

Fort Knox

 

$

141.9

 

$

89.5

 

$

52.4

 

59

%

Round Mountain

 

234.1

 

185.1

 

49.0

 

26

%

Bald Mountain

 

220.7

 

149.9

 

70.8

 

47

%

Paracatu

 

111.5

 

97.6

 

13.9

 

14

%

Kupol(a)

 

40.0

 

63.4

 

(23.4

)

(37

)%

Tasiast

 

311.5

 

428.4

 

(116.9

)

(27

)%

Chirano

 

18.8

 

24.0

 

(5.2

)

(22

)%

Non-operating segment

 

 

 

 

 

 

 

 

 

Corporate and other(b)

 

26.7

 

5.5

 

21.2

 

nm

 

Total

 

$

1,105.2

 

$

1,043.4

 

$

61.8

 

6

%

 


(a)         Includes $8.9 million of capital expenditures at Dvoinoye during 2019 (2018 - $15.6 million).

 

(b)         “Corporate and other” includes corporate and other non-operating assets (including Kettle River-Buckhorn, La Coipa and Lobo-Marte).

 

(c)          “nm” means not meaningful.

 

In 2019, capital expenditures increased by $61.8 million, compared 2018, primarily due to increased spending at Bald Mountain for the Vantage Complex project, at Fort Knox for the Gilmore project, at Round Mountain for the Phase W project and an increase in capitalized stripping activities compared to 2018. These increases were partially offset by decreased spending primarily at Tasiast upon completion of the Phase One expansion project in the third quarter of 2018.

 

Financing Activities

 

2019 vs. 2018

 

Net cash flow provided from financing activities was $25.1 million in 2019, compared to the net cash flow used in financing activities of $72.6 million in 2018.

 

In 2019, net cash flow provided from financing activities included a net drawdown of $100.0 million on the revolving credit facility, partially offset by interest and lease payments of $55.6 million and $14.3 million, respectively. Total interest paid was $100.6 million in 2019, of which $55.6 million was included in financing activities.

 

Net cash flow used in financing activities in 2018 was primarily comprised of interest payments of $57.9 million. Total interest paid was $96.1 million in 2018, of which $57.9 million was included in financing activities. In 2018, the Company drew and repaid in full $80.0 million on the revolving credit facility.

 

29


 

Balance Sheet

 

 

 

As at December 31,

 

(in millions)

 

2019

 

2018

 

2017

 

Cash and cash equivalents

 

$

575.1

 

$

349.0

 

$

1,025.8

 

Current assets

 

$

1,824.7

 

$

1,597.9

 

$

2,284.4

 

Total assets

 

$

9,076.0

 

$

8,063.8

 

$

8,157.2

 

Current liabilities

 

$

615.5

 

$

612.4

 

$

585.3

 

Total long-term financial liabilities(a)

 

$

2,714.9

 

$

2,551.4

 

$

2,563.3

 

Total debt and credit facilities

 

$

1,837.4

 

$

1,735.0

 

$

1,732.6

 

Total liabilities

 

$

3,743.4

 

$

3,536.5

 

$

3,538.0

 

Common shareholders’ equity

 

$

5,318.5

 

$

4,506.7

 

$

4,583.6

 

Non-controlling interest

 

$

14.1

 

$

20.6

 

$

35.6

 

Statistics

 

 

 

 

 

 

 

Working capital(b)

 

$

1,209.2

 

$

985.5

 

$

1,699.1

 

Working capital ratio(c)

 

2.96:1

 

2.61:1

 

3.90:1

 

 


(a)         Includes long-term debt and credit facilities, provisions, and long-term lease liabilities.

 

(b)         Calculated as current assets less current liabilities.

 

(c)          Calculated as current assets divided by current liabilities.

 

At December 31, 2019, Kinross had cash and cash equivalents of $575.1 million, an increase of $226.1 million from the balance as at December 31, 2018, primarily due to net operating cash inflows of $1,224.9 million and a net drawdown on the revolving credit facility of $100.0 million, partially offset by capital expenditures of $1,105.2 million. Current assets increased to $1,824.7 million, mainly due to the increase in cash and cash equivalents, partially offset by a decrease in current income tax recoverable. Total assets increased by $1,012.2 million to $9,076.0 million, due to the increases in property, plant and equipment and cash and cash equivalents, partially offset by the decreases in long-term investments and current income tax recoverable. Total liabilities were higher by $206.9 million, primarily due to an increase in long-term debt and credit facilities, primarily as a result of $100.0 million net drawdown on the revolving credit facility, as well as increases in deferred tax liabilities and the recognition of lease liabilities upon the Company’s adoption of IFRS 16 “Leases”.

 

At December 31, 2018, Kinross had cash and cash equivalents of $349.0 million, a decrease of $676.8 million from the balance as at December 31, 2017, primarily due to capital expenditures of $1,043.4 million, and the acquisition of the two hydroelectric power plants in Brazil for $253.7 million, partially offset by net operating cash inflows of $788.7 million. Current assets decreased to $1,597.9 million, mainly due to the decrease in cash and cash equivalents and inventories, partially offset by an increase in current income tax recoverable. Total assets decreased by $93.4 million to $8,063.8 million, due to the decreases in current assets, partially offset by an increase in property, plant and equipment. Current liabilities increased by $27.1 million to $612.4 million, mainly due to a $30.0 million deferred payment obligation related to the completion of the acquisition of the La Coipa Phase 7 mining concessions, and an increase in the current portion of unrealized fair value of derivative liabilities, partially offset by decreases in accounts payable and accrued liabilities and current income tax payable. Total liabilities were lower by $1.5 million, primarily due to a decrease in other long-term liabilities, offset by an increase in current liabilities.

 

As of February 11, 2020, there were 1,253.9 million common shares of the Company issued and outstanding. In addition, at the same date, the Company had 10.1 million share purchase options outstanding under its share option plan.

 

30


 

Financings and Credit Facilities

 

Senior notes

 

The Company’s $1,750.0 million of senior notes consisted of $500.0 million principal amount of 5.125% notes due 2021, $500.0 million principal amount of 5.950% notes due 2024, $500.0 million principal amount of 4.50% notes due 2027 and $250.0 million principal amount of 6.875% notes due 2041.

 

The senior notes referred to above (collectively, the “notes”) pay interest semi-annually. Except as noted below, the notes are redeemable by the Company, in whole or part, for cash at any time prior to maturity, at a redemption price equal to the greater of 100% of the principal amount or the sum of the present value of the remaining scheduled principal and interest payments on the notes discounted at the applicable treasury rate, as defined in the indentures, plus a premium of between 45 and 50 basis points, plus accrued interest, if any. Within three months of maturity of the notes due in 2021, 2024 and 2027, and within six months of maturity of the notes due in 2041, the Company can only redeem the notes in whole at 100% of the principal amount plus accrued interest, if any. In addition, the Company is required to make an offer to repurchase the notes prior to maturity upon certain fundamental changes at a repurchase price equal to 101% of the principal amount of the notes plus accrued and unpaid interest to the repurchase date, if any.

 

Corporate revolving credit facility

 

As at December 31, 2019, the Company had utilized $119.1 million (December 31, 2018 - $19.7 million) of its $1,500.0 million revolving credit facility, of which $19.1 million was used for letters of credit. In 2019, the Company drew $300.0 million on the revolving credit facility and repaid $200.0 million. Subsequent to December 31, 2019, the Company repaid $100.0 million on the revolving credit facility.

 

On July 25, 2019, the Company amended its $1,500.0 million revolving credit facility to extend the maturity date by one year from August 10, 2023 to August 10, 2024.

 

Loan interest on the revolving credit facility is variable, set at LIBOR plus an interest rate margin which is dependent on the Company’s credit rating. Based on the Company’s credit rating at December 31, 2019, interest charges and fees are as follows:

 

Type of credit

 

 

 

Revolving credit facility

 

LIBOR plus 1.625%

 

Letters of credit

 

1.0833-1.625%

 

Standby fee applicable to unused availability

 

0.325%

 

 

The revolving credit facility’s credit agreement contains various covenants including limits on indebtedness, asset sales and liens. The Company is in compliance with its financial covenant in the credit agreement at December 31, 2019.

 

Tasiast loan

 

On December 16, 2019, the Company completed a definitive loan agreement for up to $300.0 million for Tasiast with the IFC (a member of the World Bank Group), EDC, and with the participation of ING Bank and Société Générale. The non-recourse loan has a term of eight years, maturing in December 2027, a floating interest rate of LIBOR plus a weighted average margin of 4.38% and a standby fee applicable to unused availability of 1.60%, with semi-annual interest payments to be made in June and December, and first principal repayments due in 2022.

 

Other

 

The Company’s $300.0 million Letter of Credit guarantee facility with EDC matures on June 30, 2020. Letters of credit guaranteed under this facility are solely for reclamation liabilities at Fort Knox, Round Mountain, and Kettle River-Buckhorn. Fees related to letters of credit under this facility are 0.95% of the drawn amount. As at December 31, 2019, $227.8 million (December 31, 2018 - $227.4 million) was utilized under this facility.

 

In addition, at December 31, 2019, the Company had $184.7 million (December 31, 2018 - $161.5 million) in letters of credit and surety bonds outstanding in respect of its operations in Brazil, Mauritania, Ghana and Chile. These have been issued pursuant to arrangements with certain international banks and incur fees of 0.70% of the drawn amount.

 

31


 

As at December 31, 2019, $276.5 million (December 31, 2018 - $264.4 million) of surety bonds were outstanding with respect to Kinross’ operations in the United States. These surety bonds were issued pursuant to arrangements with international insurance companies and incur fees of 0.65% of the drawn amount.

 

The following table outlines the credit facilities’ utilization and availability:

 

 

 

As at December 31,

 

(in millions)

 

2019

 

2018

 

Utilization of revolving credit facility

 

$

(119.1

)

$

(19.7

)

Utilization of EDC facility

 

(227.8

)

(227.4

)

Utilization

 

$

(346.9

)

$

(247.1

)

 

 

 

 

 

 

Available under revolving credit facility

 

$

1,380.9

 

$

1,480.3

 

Available under EDC credit facility

 

72.2

 

72.6

 

Available credit

 

$

1,453.1

 

$

1,552.9

 

 

Total debt of $1,837.4 million as at December 31, 2019 consists of $1,737.4 million related to the senior notes and $100.0 million of drawdowns on the revolving credit facility. The current portion of this debt as at December 31, 2019 is $nil.

 

Liquidity Outlook

 

As at December 31, 2019, the Company has no scheduled debt repayments until September 2021.

 

We believe that the Company’s existing cash and cash equivalents balance of $575.1 million, available credit of $1,453.1 million, and expected operating cash flows based on current assumptions (noted in Section 3 - Outlook) will be sufficient to fund operations, our forecasted exploration and capital expenditures (noted in Section 3 - Outlook), reclamation and remediation obligations, and lease liabilities, currently estimated for 2019. Prior to any capital investments, consideration is given to the cost and availability of various sources of capital resources.

 

With respect to longer term capital expenditure funding requirements, the Company continues to have discussions with lending institutions that have been active in the jurisdictions in which the Company’s development projects are located. Some of the jurisdictions in which the Company operates have seen the participation of lenders including export credit agencies, development banks and multi-lateral agencies. The Company believes the capital from these institutions combined with traditional bank loans and capital available through debt capital market transactions may fund a portion of the Company’s longer term capital expenditure requirements. Another possible source of capital could be proceeds from the sale of non-core assets. These capital sources together with operating cash flow and the Company’s active management of its operations and development activities will enable the Company to maintain an appropriate overall liquidity position.

 

Contractual Obligations and Commitments

 

The following table summarizes our long-term financial liabilities and off-balance sheet contractual obligations as at December 31, 2019:

 

(in millions)

 

Total

 

2020

 

2021-2024

 

2025 & thereafter

 

Long-term debt and credit facilities(a)

 

$

1,850.0

 

$

 

$

1,100.0

 

$

750.0

 

Lease liability obligations

 

65.4

 

16.0

 

31.7

 

17.7

 

Operating lease obligations

 

57.4

 

9.7

 

20.4

 

27.3

 

Purchase obligations(b)

 

1,104.3

 

722.8

 

366.2

 

15.3

 

Reclamation and remediation obligations

 

1,142.0

 

51.6

 

328.5

 

761.9

 

Interest and other fees

 

798.4

 

107.4

 

331.2

 

359.8

 

Total

 

$

5,017.5

 

$

907.5

 

$

2,178.0

 

$

1,932.0

 

 


(a)         Debt repayments are based on amounts due pursuant to the terms of existing indebtedness. Subsequent to December 31, 2019, the Company repaid $100.0 million on the revolving credit facility.

 

(b)         Includes both capital and operating commitments, of which $186.6 million relates to commitments for capital expenditures.

 

32


 

The Company manages its exposure to fluctuations in input commodity prices, currency exchange rates and interest rates, by entering into derivative financial instruments from time to time, in accordance with the Company’s risk management policy.

 

The following table provides a summary of derivative contracts outstanding at December 31, 2019 and their respective maturities:

 

Foreign currency

 

2020

 

2021

 

2022

 

Brazilian real zero cost collars (in millions of U.S. dollars)

 

$

116.0

 

$

64.0

 

$

13.2

 

Average put strike (Brazilian real)

 

3.76

 

4.11

 

4.20

 

Average call strike (Brazilian real)

 

4.23

 

4.71

 

4.78

 

Canadian dollar forward buy contracts (in millions of U.S. dollars)

 

$

31.2

 

$

12.0

 

$

 

Average rate (Canadian dollar)

 

1.32

 

1.33

 

 

Russian rouble zero cost collars (in millions of U.S. dollars)

 

$

47.7

 

$

25.2

 

$

 

Average put strike (Russian rouble)

 

65.3

 

65.8

 

 

Average call strike (Russian rouble)

 

77.6

 

84.2

 

 

Energy

 

 

 

 

 

 

 

WTI oil swap contracts (barrels)

 

946,800

 

609,000

 

74,100

 

Average price

 

$

54.43

 

$

52.79

 

$

50.21

 

 

The Company enters into total return swaps (“TRS”) as economic hedges of the Company’s deferred share units and cash-settled restricted share units. Hedge accounting was not applied to the TRSs. At December 31, 2019, 5,695,000 TRS units were outstanding.

 

In order to manage short-term metal price risk, the Company may enter into derivative contracts in relation to metal sales that it believes are highly likely to occur within a given quarter. No such contracts were outstanding at December 31, 2019 or December 31, 2018.

 

Fair values of derivative instruments

 

The fair values of derivative instruments are noted in the table below:

 

 

 

As at December 31,

 

(in millions)

 

2019

 

2018

 

Asset (liability)

 

 

 

 

 

Foreign currency forward and collar contracts

 

$

3.9

 

$

(21.8

)

Energy swap contracts

 

4.0

 

(8.6

)

Total return swap contracts

 

(1.3

)

3.2

 

 

 

$

6.6

 

$

(27.2

)

 

33


 

Other legal matters

 

The Company is from time to time involved in legal proceedings, arising in the ordinary course of its business. Typically, the amount of ultimate liability with respect to these actions will not, in the opinion of management, materially affect Kinross’ financial position, results of operations or cash flows.

 

Maricunga regulatory proceedings

 

In May 2015, the Chile environmental enforcement authority (the “SMA”) commenced an administrative proceeding against Compania Minera Maricunga (“CMM”) alleging that pumping of groundwater to support the Maricunga operation had impacted area wetlands and, on March 18, 2016, issued a resolution alleging that CMM’s pumping was impacting the “Valle Ancho” wetland. Beginning in May 2016, the SMA issued a series of resolutions ordering CMM to temporarily curtail pumping from its wells. In response, CMM suspended mining and crushing activities and reduced water consumption to minimal levels. CMM contested these resolutions, but its efforts were unsuccessful and, except for a short period of time in July 2016, CMM’s operations have remained suspended. On June 24, 2016, the SMA amended its initial sanction (the “Amended Sanction”) and effectively required CMM to cease operations and close the mine, with water use from its wells curtailed to minimal levels. On July 9, 2016, CMM appealed the sanctions and, on August 30, 2016, submitted a request to the Environmental Tribunal that it issue an injunction suspending the effectiveness of the Amended Sanction pending a final decision on the merits of CMM’s appeal. On September 16, 2016, the Environmental Tribunal rejected CMM’s injunction request and on August 7, 2017, upheld the SMA’s Amended Sanction and curtailment orders on procedural grounds. On October 9, 2018, the Supreme Court affirmed the Environmental Tribunal’s ruling on procedural grounds and dismissed CMM’s appeal.

 

On June 2, 2016, CMM was served with two separate lawsuits filed by the Chilean State Defense Counsel (“CDE”). Both lawsuits, filed with the Environmental Tribunal, alleged that pumping from the Maricunga groundwater wells caused environmental damage to area wetlands. One action relates to the “Pantanillo” wetland and the other action relates to the Valle Ancho wetland (described above). Hearings on the CDE lawsuits took place in 2016 and 2017, and on November 23, 2018, the Tribunal ruled in favor of CMM in the Pantanillo case and against CMM in the Valle Ancho case. In the Valle Ancho case, the Tribunal is requiring CMM to, among other things, submit a restoration plan to the SMA for approval. CMM has appealed the Valle Ancho ruling to the Supreme Court. The CDE has appealed to the Supreme Court in both cases and is asserting in the Valle Ancho matter that the Environmental Tribunal erred by not ordering a complete shutdown of Maricunga’s groundwater wells. The Supreme Court has the discretion to decide whether it will hear any of the appeals and has determined that it will hear the CDE’s appeal in the Pantanillo case. The Supreme Court has not yet determined whether it will hear the appeals in the Valle Ancho case. Prior to the November 23, 2018 rulings, CMM and the CDE were pursuing potential settlement. CMM expects to continue pursuing settlement discussions with the relevant government agencies.

 

Sunnyside litigation

 

The Sunnyside Mine is an inactive mine situated in the so-called Bonita Peak Mining District (“District”) near Silverton, Colorado. A subsidiary of Kinross, Sunnyside Gold Corporation (“SGC”), was involved in operations at the mine from 1985 through 1991 and subsequently conducted various reclamation and closure activities at the mine and in the surrounding area. On August 5, 2015, while working in another mine in the District known as the Gold King, the Environmental Protection Agency (the “EPA”) caused a release of approximately three million gallons of contaminated water into a tributary of the Animas River. In the third quarter of 2016, the EPA listed the District, including areas impacted by SGC’s operations and closure activities, on the National Priorities List pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). SGC challenged portions of the CERCLA listing in the United States Court of Appeals for District of Columbia Circuit, but SGC’s petition for review was denied, as was its subsequent petition for rehearing. The EPA has notified SGC that SGC is a potentially responsible party under CERCLA and may be jointly and severally liable for cleanup of the District or cleanup costs incurred by the EPA in the District. The EPA may in the future provide similar notification to Kinross, as the EPA contends that Kinross has liability in the District under CERCLA and other statutes. In the second quarter of 2018, the EPA issued to SGC a modified Unilateral Administrative Order for Remedial Investigation (“the Order”). In the second quarter of 2019, pursuant to the original Order, the EPA issued to SGC a Modified Statement of Work, Work Plan and Field Sampling Plan (together with the Order, the “Modified Order”). The Modified Order significantly altered and expanded upon the work set out under the original Order. In the third quarter of 2019, after consulting with external legal counsel, SGC provided notice to the EPA that the Modified Order is legally indefensible, does not address any imminent hazard and SGC does not intend to comply with the Modified Order. On July 26, 2019, the EPA acknowledged receipt of SGC’s notice of its intention not to comply with the Modified Order. The EPA indicated that it would undertake to complete the work ordered under the Modified Order, and has subsequently completed some of such work. While SGC believes that it has good cause not to comply with the Modified Order, failure to comply with the Modified Order may subject SGC to significant penalties, damages and/or potential reimbursement of the cost of remediation work undertaken by the EPA.

 

34


 

In the second quarter of 2016, the State of New Mexico filed a complaint naming the EPA, SGC, Kinross and others alleging violations of CERCLA, the Resource Conservation and Recovery Act (“RCRA”), and the Clean Water Act (“CWA”) and claiming negligence, gross negligence, public nuisance and trespass. New Mexico subsequently dropped the RCRA claim. The New Mexico complaint seeks cost recovery, damages, injunctive relief, and attorney’s fees. In the third quarter of 2016, the Navajo Nation initiated litigation against the EPA, SGC and Kinross, alleging entitlement to cost recovery under CERCLA for past and future costs incurred, negligence, gross negligence, trespass, and public and private nuisance, and seeking reimbursement of past and future costs, compensatory, consequential and punitive damages, injunctive relief and attorneys’ fees. In the third quarter of 2017, the State of Utah filed a complaint, which has been amended to name the EPA, SGC, Kinross and others, alleging negligence, gross negligence, public nuisance, trespass, and violation of the Utah Water Quality Act and the Utah Solid and Hazardous Waste Act. The Utah complaint seeks cost recovery, compensatory, consequential and punitive damages, penalties, disgorgement of profits, declaratory, injunctive and other relief under CERCLA, attorney’s fees, and costs. In the third quarter of 2018, numerous members of the Navajo Nation initiated litigation against the EPA, SGC and Kinross, alleging negligence, gross negligence and injury, including great spiritual and emotional distress. The complaint of the Navajo members seeks compensatory and consequential damages, interest, punitive damages, attorneys’ fees and expenses. The New Mexico, Navajo Nation, Utah and Navajo member cases have been centralized for coordinated or consolidated pretrial proceedings in the United States District Court for the District of New Mexico. In the third quarter of 2019 (i) the EPA filed a cross claim against SGC and Kinross seeking contribution, including contribution under CERCLA, for any damages awarded to New Mexico, the Navajo Nation, or Utah as well as cost-recovery for the EPA’s response costs and remedial expenses incurred by the EPA in the District pursuant to CERCLA or other laws; (ii) Environmental Restoration, LLC, an EPA contractor, filed a cross claim against SGC seeking contribution under CERCLA and attorneys’ fees and expenses; and (iii) SGC filed a cross claim against the United States and certain contractors of the United States seeking contribution and equitable indemnity and making a due process claim against the United States. It is expected that additional claims will be made against SGC and Kinross in the course of the centralized proceeding.

 

Kettle River-Buckhorn regulatory proceedings

 

Crown Resources Corporation (“Crown”) is the holder of a waste discharge permit (the “Permit”) in respect of the Buckhorn Mine, which authorizes and regulates mine-related discharges from the mine and its water treatment plant. On February 27, 2014, the Washington Department of Ecology (the “WDOE”) renewed the Buckhorn Mine’s National Pollution Discharge Elimination System Permit (the “Renewed Permit”), with an effective date of March 1, 2014. The Renewed Permit contained conditions that were more restrictive than the original discharge permit. In addition, the Crown felt that the Renewed Permit was internally inconsistent, technically unworkable and inconsistent with existing agreements in place with the WDOE, including a settlement agreement previously entered into by Crown and the WDOE in June 2013 (the “Settlement Agreement”). On February 28, 2014, Crown filed an appeal of the Renewed Permit with the Washington Pollution Control Hearings Board (“PCHB”). In addition, on January 15, 2015, Crown filed a lawsuit against the WDOE in Ferry County Superior Court, Washington, claiming that the WDOE breached the Settlement Agreement by including various unworkable compliance terms in the Renewed Permit (the “Crown Action”). On July 30, 2015, the PCHB upheld the Renewed Permit. Crown filed a Petition for Review in Ferry County Superior Court, Washington, on August 27, 2015, seeking to have the PCHB decision overturned. On March 13, 2017, the Ferry County Superior Court upheld the PCHB’s decision. On April 12, 2017, Crown appealed the Ferry County Superior Court’s ruling to the State of Washington Court of Appeals. On October 8, 2019, the Court of Appeals affirmed the Superior Court’s decision and the PCHB’s decision. On December 31, 2019, the Court of Appeals denied Crown’s Motion for Reconsideration and to Supplement the Record.

 

On July 19, 2016, the WDOE issued an Administrative Order (“AO”) to Crown and Kinross Gold Corporation asserting that the companies had exceeded the discharge limits in the Renewed Permit a total of 931 times and has also failed to maintain the capture zone required under the Renewed Permit. The AO orders the companies to develop an action plan to capture and treat water escaping the capture zone, undertake various investigations and studies, revise its Adaptive Management Plan, and report findings by various deadlines in the fourth quarter 2016. The companies timely made the required submittals. On August 17, 2016, the companies filed an appeal of the AO with the PCHB (the “AO Appeal”). Because the AO Appeal raises many of the same issues that have been raised in the Appeal and Crown Action, the companies and WDOE agreed to stay the AO Appeal indefinitely to allow these matters to be resolved. The PCHB granted the request for stay on August 26, 2016. The stay is affirmed by the PCHB upon receipt of applicable filings. The stay was most recently affirmed on November 27, 2019.

 

On November 30, 2017, the WDOE issued a Notice of Violation (“NOV”) to Crown and Kinross asserting that the companies had exceeded the discharge limits in the Permit a total of 113 times during the 3rd quarter of 2017 and also failed to maintain the capture zone as required under the Permit. The NOV ordered the companies to file a report with WDOE identifying the steps which have been and are being taken to “control such waste or pollution or otherwise comply with this determination,” which report was timely filed. Following its review of this report, WDOE may issue an AO or other directives to the Company. The NOV is not immediately appealable, but any subsequent AO or other directive relating to the NOV may be appealed, as appropriate.

 

35


 

On April 10, 2018, August 20, 2018, November 5, 2018, January 22, 2019, May 23, 2019, September 30, 2019, and February 3, 2020 the WDOE issued NOVs to Crown and, as to the April 10 NOV also to Kinross, asserting that the companies had exceeded the discharge limits in the Permit a total of 118 times during the fourth quarter of 2017, 289 times during the first and second quarters of 2018, 129 times during the third quarter of 2018, 126 times during the fourth quarter of 2018, 127 times during the first quarter of 2019, 152 times during the second quarter of 2019, and 279 times in the third and fourth quarters of 2019 and also failed to maintain the capture zone as required under the Permit. The NOVs ordered the companies to file a report with WDOE within 30 days identifying the steps which have been and are being taken to “control such waste or pollution or otherwise comply with this determination,” which reports were timely filed and, with respect to the most recent one, will be timely filed. Following its review of these reports, WDOE may issue an AO or other directives to the Company. The NOV is not immediately appealable, but any subsequent AO or other directive relating to the NOV may be appealed, as appropriate.

 

Crown also faces potential legal actions by non-governmental organizations relating to the Permit and the renewed Permit. Crown and Kinross Gold U.S.A., Inc. have received Notice of Intent to Sue letters from the Okanogan Highlands Alliance (“OHA”) advising that it intends to file a citizen’s suit against Crown under the CWA for alleged violations of the Permit, renewed Permit and the CWA, including failure to adequately capture and treat mine-impacted groundwater and surface water at the site in violation of the Permit and renewed Permit. OHA’s notice letters further recite that the CWA authorizes injunctive relief and civil penalties in the amount of up to $55,800 per day per violation. However, to date, OHA has not filed a lawsuit.

 

7.              SUMMARY OF QUARTERLY INFORMATION

 

 

 

2019

 

2018

 

(in millions, except per share amounts)

 

Q4

 

Q3

 

Q2

 

Q1

 

Q4

 

Q3

 

Q2

 

Q1

 

Metal sales

 

$

996.2

 

$

877.1

 

$

837.8

 

$

786.2

 

$

786.5

 

$

753.9

 

$

775.0

 

$

897.2

 

Net earnings (loss) attributable to common shareholders

 

$

521.5

 

$

60.9

 

$

71.5

 

$

64.7

 

$

(27.7

)

$

(104.4

)

$

2.4

 

$

106.1

 

Basic earnings (loss) per share attributable to common shareholders

 

$

0.41

 

$

0.05

 

$

0.06

 

$

0.05

 

$

(0.02

)

$

(0.08

)

$

0.00

 

$

0.09

 

Diluted earnings (loss) per share attributable to common shareholders

 

$

0.41

 

$

0.05

 

$

0.06

 

$

0.05

 

$

(0.02

)

$

(0.08

)

$

0.00

 

$

0.08

 

Net cash flow provided from operating activities

 

$

408.6

 

$

231.7

 

$

333.0

 

$

251.6

 

$

183.5

 

$

127.2

 

$

184.5

 

$

293.5

 

 

The Company’s results over the past several quarters have been driven primarily by fluctuations in the gold price, input costs and changes in gold equivalent ounces sold. Fluctuations in the silver price also affect results.

 

During the fourth quarter of 2019, revenue increased to $996.2 million on total gold equivalent ounces sold of 670,917, compared to $786.5 million on sales of 641,101 total gold equivalent ounces during the fourth quarter of 2018. The average gold price realized in the fourth quarter of 2019 was $1,485 per ounce compared to $1,226 per ounce in 2018.

 

Production cost of sales increased by 5% in the fourth quarter of 2019 compared to the same period in 2018, primarily due to increases in gold equivalent ounces sold at Tasiast, Round Mountain and Kupol.

 

Fluctuations in foreign exchange rates have also affected results.

 

Depreciation, depletion and amortization varied between each of the above quarters largely due to changes in gold equivalent ounces sold and depreciable asset bases. In addition, changes in mineral reserves as well as impairment charges and reversals during some of these periods affected depreciation, depletion and amortization for quarters in subsequent years.

 

In the fourth quarter of 2019, the Company recorded net, after-tax, impairment reversals of $293.6 million related to impairment reversals of property, plant and equipment at Paracatu and Tasiast.

 

Net operating cash flows increased to $408.6 million in the fourth quarter of 2019, compared to $183.5 million in the same period in 2018, primarily due to an increase in margins.

 

On December 2, 2019, the Company entered into an agreement with Maverix to sell a royalty portfolio of precious metals royalties. On December 19, 2019, the Company completed the sale for total consideration of $73.9 million, including $25.0 million in cash and approximately 11.2 million common shares, representing 9.4% of the issued and outstanding common shares, of Maverix.

 

36


 

On July 31, 2019, the Company announced an agreement to acquire the Chulbatkan development project located in Khabarovsk Krai, Far East Russia, from N-Mining, for total fixed consideration of $283.0 million. On January 16, 2020, the Company closed the acquisition of the Chulbatkan development project. In accordance with an amended acquisition agreement, the first installment of $141.5 million, representing 50% of the $283.0 million fixed purchase price due by closing, less closing adjustments, was paid in cash.

 

On February 14, 2018, KBM signed an agreement to acquire two hydroelectric power plants in the State of Goias, Brazil from a subsidiary of Gerdau SA for $253.7 million (R$835.0 million). The two plants are expected to secure a long-term supply of power and lower production costs over the life of the mine at Paracatu. On July 31, 2018, the Company closed the transaction.

 

On February 2, 2018, MDO, a subsidiary of the Company, agreed to purchase the remaining 50% interest in the Phase 7 concessions surrounding Kinross’ La Coipa mine that it did not already own from Salmones de Chile Alimentos S.A. On March 19, 2018, the Company closed the acquisition. The purchase price of $65.1 million was comprised of $65.0 million in cash and transaction costs of $0.1 million, of which an initial payment of $35.1 million was paid on closing and the balance of $30.0 million was paid on January 30, 2019.

 

8.              DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Pursuant to regulations adopted by the U.S. Securities and Exchange Commission, under the U.S. Sarbanes-Oxley Act of 2002 (“SOX”) and those of the Canadian Securities Administrators, Kinross’ management evaluates the effectiveness of the design and operation of the Company’s disclosure controls and procedures, and internal control over financial reporting. This evaluation is done under the supervision of, and with the participation of, the Chief Executive Officer and the Chief Financial Officer.

 

As of the end of the period covered by this MD&A and the accompanying financial statements, Kinross’ management evaluated the effectiveness of its internal control over financial reporting. In making this assessment, management used the criteria specified in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that Kinross’ internal control over financial reporting was effective as at December 31, 2019.

 

Limitations of Controls and Procedures

 

Kinross’ management, including the Chief Executive Officer and the Chief Financial Officer, believes that any disclosure controls and procedures and internal control over financial reporting, no matter how well designed and operated, can have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance that the objectives of the control system are met.

 

9.              CRITICAL ACCOUNTING POLICIES, ESTIMATES AND ACCOUNTING CHANGES

 

Critical Accounting Policies and Estimates

 

Critical accounting policies and estimates are disclosed in Note 5 of the audited consolidated financial statements.

 

37


 

10.       RISK ANALYSIS

 

The business of Kinross contains significant risk due to the nature of mining, exploration, and development activities. Certain risk factors, including but not limited to those listed below, are similar across the mining industry while others are specific to Kinross. The risk factors below may include details of how Kinross seeks to mitigate these risks where possible. For additional discussion of risk factors please refer to the Company’s Annual Information Form for the year ended December 31, 2018, which is available on the Company’s website www.kinross.com and on www.sedar.com or is available upon request from the Company, and to the Company’s Annual Information Form for the year ended December 31, 2019, which will be filed on SEDAR on or about March 31, 2020.

 

Gold Price and Silver Price

 

The profitability of Kinross’ operations is significantly affected by changes in the market price of gold and silver. Gold and silver prices fluctuate on a daily basis and are affected by numerous factors beyond the control of Kinross. The price of gold and/or silver can be subject to volatile price movements and future serious price declines could cause continued commercial production to be impractical. Depending on the prices of gold and silver, cash flow from mining operations may not be sufficient to cover costs of production and capital expenditures. If, as a result of a decline in gold and/or silver prices, revenues from metal sales were to fall below cash operating costs, production may be discontinued. The factors that may affect the price of gold and silver include industry factors such as: industrial and jewelry demand; the level of demand for the metal as an investment; central bank lending, sales and purchases of the metal; speculative trading; and costs of and levels of global production by producers of the metal. Gold and silver prices may also be affected by macroeconomic factors, including: expectations of the future rate of inflation; the strength of, and confidence in, the U.S. dollar, the currency in which the price of the metal is generally quoted, and other currencies; interest rates; and global or regional political or economic uncertainties.

 

In 2019, the Company’s average realized gold price increased to $1,392 per ounce from $1,268 per ounce in 2018. If the world market price of gold and/or silver were to drop and the prices realized by Kinross on gold and/or silver sales were to decrease substantially and remain at such a level for any substantial period, Kinross’ profitability and cash flow would be negatively affected. In such circumstances, Kinross may determine that it is not economically feasible to continue commercial production at some or all of its operations or the development of some or all of its current projects, which could have an adverse impact on Kinross’ financial performance and results of operations, possibly material. Kinross may curtail or suspend some or all of its exploration activities, with the result that depleted mineral reserves are not replaced. In addition, the market value of Kinross’ gold and/or silver inventory may be reduced and existing mineral reserves and resource estimates may be reduced to the extent that ore cannot be mined and processed economically at the prevailing prices.

 

Nature of Mineral Exploration and Mining

 

The exploration and development of mineral deposits involves significant financial and other risks over an extended period of time which may not be eliminated even with careful evaluation, experience and knowledge. While discovery of gold-bearing geological structures may result in substantial rewards, few properties explored are ultimately developed into producing mines. Major expenditures are required to establish reserves by drilling and to construct mining and processing facilities at a site. It is impossible to ensure that the current or proposed exploration programs on properties in which Kinross has an interest will result in profitable commercial mining operations.

 

The operations of Kinross are subject to the hazards and risks normally incidental to exploration, development and production activities of precious metals mining properties, any of which could result in damage to life or property, or environmental damage, and possible legal liability for such damage. The activities of Kinross may be subject to prolonged disruptions due to weather conditions depending on the location of operations in which it has interests. Hazards and risks, such as unusual or unexpected formations, faults and other geologic structures, rock bursts, pressures, cave-ins, flooding, pit wall failures, tailings dam failures, ground and slope failures or other conditions, may be encountered in the drilling, processing and removal of material. While Kinross may obtain insurance against certain risks, potential claims could exceed policy limits or could be excluded from coverage. There are also risks against which Kinross cannot or may elect not to insure. The potential costs which could be associated with any liabilities not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting the future earnings and competitive position of Kinross and, potentially, its financial viability.

 

Whether a mineral deposit will be commercially viable depends on a number of factors, some of which include the particular attributes of the deposit, such as its size and grade, costs and efficiency of the recovery methods that can be employed, proximity to infrastructure, financing costs and governmental regulations, including regulations relating to prices, taxes, royalties, infrastructure,

 

38


 

land and water use, importing and exporting of gold and environmental protection. The effect of these factors cannot be accurately predicted, but the combination of these factors may result in Kinross not receiving an adequate return on its invested capital.

 

Kinross mitigates the likelihood and potential severity of these mining risks in its day-to-day operations through the application of high operating standards. In addition, Kinross reviews its insurance coverage at least annually to ensure that appropriate and cost-effective coverage is obtained.

 

Environmental Impact and Related Regulatory Risk

 

Mining, like many other extractive natural resource industries, is subject to potential risks and liabilities associated with the effects on the environment resulting from mineral exploration and production. The Company may be held responsible for the costs of addressing contamination at, or arising from, current or former activities. Environmental liability may result from activities conducted by others prior to the ownership of a property by Kinross. In addition, Kinross may be liable to third parties for exposure to hazardous materials or substances, or may otherwise be involved in civil litigation related to environmental claims. The costs associated with such responsibilities and liabilities may be substantial. The payment of such liabilities would reduce funds otherwise available and could have a material adverse effect on Kinross. Should Kinross be unable to fully fund the cost of remedying an environmental problem, Kinross might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy, which could have a material adverse effect on the operations and business of Kinross.

 

Kinross’ operations and exploration activities are subject to various laws and regulations governing the protection of the environment, exploration, development, production, imports/exports, taxes, labour standards, occupational health, waste disposal, toxic substances, mine closure, mine safety, public health and other matters. The legal and political circumstances outside of North America cause these risks to be different from, and in many cases, greater than, comparable risks associated with operations within North America. New laws and regulations, amendments to existing laws and regulations, or more stringent enforcement of existing laws and regulations could have a material adverse impact on Kinross, increase costs, cause a reduction in levels of production and/or delay or prevent the development of new mining properties. Compliance with these laws and regulations is part of the business and requires significant expenditures. Changes in laws and regulations, or enforcement including those pertaining to the rights of leaseholders or the payment of royalties, net profit interest or similar obligations, could adversely affect Kinross’ operations or substantially increase the costs associated with those operations. Kinross is unable to predict what new legislation or revisions may be proposed that might affect its business or when any such proposals, if enacted, might become effective.

 

In light of tailings dam incidents in Brazil in 2015 and 2019, federal lawmakers have proposed legislation aimed at addressing risks of future tailings dam failures. While there are a variety of measures under consideration, proposed legislation includes the potential increase of financial assurance requirements, increased fines and penalties for environmental damages and/or require the Company to further address risks to residents downstream. State laws and regulations are also pending on these issues. These laws and regulations may adversely affect Kinross’ operations in Brazil or increase the costs associated with those operations.

 

Certain of the Company’s operations are the subject of ongoing regulatory review and evaluation by governmental authorities. These may result in additional regulatory actions against the affected operating subsidiaries, and may have an adverse effect on the Company’s future operations and/or financial condition. For further details refer to Section 6 - Other legal matters.

 

Reclamation Costs and Financial Assurance

 

In certain jurisdictions, the Company is required, or may be required in the future, to provide financial assurances covering reclamation costs, cleanup costs or other actual or potential liabilities arising out of its activities or ownership. These costs and liabilities may be significant and may exceed the provisions the Company has made in respect of these costs and liabilities. In some jurisdictions bonds, letters of credit or other forms of financial assurance are required, or may be required in the future, as security for these costs and liabilities. The amount and nature of financial assurance are dependent upon a number of factors, including the Company’s financial condition, cost estimates and thresholds set by applicable governments or legislation. Kinross may be required to replace or supplement existing financial assurances, or source new financial assurances with more expensive forms, which might include cash deposits, which would reduce its cash available for operations and financing activities. There can be no guarantee that Kinross will be able to maintain or add to its current level of financial assurance or meet the requirements set by regulatory authorities in the future. These new requirements may include, but are not limited to, financial assurances intended to cover potential environmental cleanup costs or potential liabilities associated with the Company’s mine sites, including its tailings facilities and other infrastructure. To the extent that Kinross is or becomes unable to post and maintain sufficient financial assurance covering these requirements, it could potentially result in closure of one or more of the Company’s operations, which could have a material adverse effect on the financial condition of the Company.

 

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Internal Controls

 

Kinross has invested resources to document and assess its system of internal control over financial reporting and undertakes continuous evaluation of such internal controls. Internal control over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, safeguards with respect to the reliability of financial reporting and financial statement preparation.

 

Kinross is required to satisfy the requirement of Section 404 of SOX, which requires an annual assessment by management of the effectiveness of Kinross’ internal control over financial reporting and an attestation report by Kinross’ independent auditors addressing the operating effectiveness of Kinross’ internal control over financial reporting.

 

If Kinross fails to maintain the adequacy of its internal control over financial reporting, as such standards are modified, supplemented, or amended from time to time, Kinross may not be able to ensure that it can conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with SOX. Kinross’ failure to satisfy SOX requirements on an ongoing, timely basis could result in the loss of investor confidence in the reliability of its financial statements, which in turn could harm Kinross’ business and negatively impact the trading price of its common shares. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm Kinross’ operating results or cause it to fail to meet its reporting obligations.

 

Although Kinross is committed to ensure ongoing compliance, Kinross cannot be certain that it will be successful in complying with SOX.

 

Indebtedness and an Inability to Satisfy Repayment Obligations

 

Although Kinross has been successful in repaying debt historically, there can be no assurance that it can continue to do so. Kinross’ level of indebtedness could have important and potentially adverse consequences for its operations and the value of its common shares including: (a) limiting Kinross’ ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution of Kinross’ growth strategy or other purposes; (b) limiting Kinross’ ability to use operating cash flow in other areas because of its obligations to service debt; (c) increasing Kinross’ vulnerability to general adverse economic and industry conditions, including increases in interest rates; (d) limiting Kinross’ ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in government regulation; and (e) limiting Kinross’ ability or increasing the costs to refinance indebtedness.

 

Kinross expects to obtain the funds to pay its expenses and to pay principal and interest on its debt by utilizing cash flow from operations. Kinross’ ability to meet these payment obligations will depend on its future financial performance, which will be affected by financial, business, economic, legal and other factors. Kinross will not be able to control many of these factors, such as economic conditions in the markets in which it operates. Kinross cannot be certain that its future cash flow from operations will be sufficient to allow it to pay principal and interest on Kinross’ debt and meet its other obligations. If cash flow from operations is insufficient or if there is a contravention of its debt covenant(s), Kinross may be required to refinance all or part of its existing debt, sell assets, borrow more money or issue additional equity. There can be no assurance that Kinross will be able to refinance all or part of its existing debt on terms that are commercially reasonable.

 

Mineral Reserve and Mineral Resource Estimates

 

Mineral reserve and mineral resource figures are estimates, and no assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized. Market fluctuations in metal prices may render the mining of mineral reserves and mineral resources uneconomical and require Kinross to take a write-down of an asset or to discontinue development or production. Moreover, short-term operating factors relating to the mineral reserves, such as the need for orderly development of the ore body or the processing of new or different ore grades, may cause a mining operation to be unprofitable in any particular accounting period.

 

Proven and probable mineral reserves at Kinross’ mines and development projects were estimated as of December 31, 2019, based upon an assumed gold price of $1,200 per ounce.

 

Prolonged declines in the market price of gold below this level may render mineral reserves containing relatively lower grades of gold mineralization uneconomic to exploit and could materially reduce Kinross’ mineral reserve estimates. Should such reductions occur, material write-downs of Kinross’ investments in mining properties or the discontinuation of development or production might be

 

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required, and there could be material delays in the development of new projects and reduced income and cash flow.

 

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty of measured, indicated or inferred mineral resources, these mineral resources may never be upgraded to proven and probable mineral reserves. Measured, indicated and inferred mineral resources are not recognized by the U.S. Securities and Exchange Commission and U.S. investors are cautioned not to assume that any part of mineral deposits in these categories will ever be converted into reserves or recovered.

 

There are numerous uncertainties inherent in estimating proven and probable mineral reserves. The estimates in this document are based on various assumptions relating to metal prices and exchange rates during the expected life of production and the results of additional planned development work. Actual future production rates and amounts, revenues, taxes, operating expenses, environmental and regulatory compliance expenditures, development expenditures and recovery rates may vary substantially from those assumed in the estimates. Any significant change in these assumptions, including changes that result from variances between projected and actual results, could result in a material downward or upward revision of current estimates.

 

Development Projects

 

Kinross must continually replace and expand its mineral reserves as they are depleted by production at its operations in order to maintain or grow its total mineral reserve base. Similarly, the Company’s ability to increase or maintain present gold and silver production levels is dependent in part on the successful development of new mines and/or expansion of existing mining operations. Kinross is dependent on future growth from development projects. Development projects rely on the accuracy of predicted factors including: capital and operating costs; metallurgical recoveries; mineral reserve estimates; and future metal prices. Once a site with mineralization is discovered, it may take several years from the initial phases of drilling until production is possible. Development projects are subject to accurate feasibility studies, the acquisition of surface or land rights and the issuance of necessary governmental permits and approval. Unforeseen circumstances, including those related to the amount and nature of the mineralization at the development site, technological impediments to extraction and processing, legal requirements, governmental intervention, infrastructure limitations, environmental issues, disputes with local communities or other events, could result in one or more of our planned developments becoming impractical or uneconomic. Any such occurrence could have an adverse impact on Kinross’ financial condition and results of operations.

 

In addition, as a result of the substantial expenditures involved in development projects, developments are at significant risk of material cost overruns versus budget. The capital expenditures and time required to develop new mines are considerable and changes in cost or construction schedules can significantly increase both the time and capital required to build the project. The project development schedules are also dependent on obtaining the governmental permits and approvals necessary for the operation of a project. The timeline to obtain these government permits or approvals is often beyond the control of Kinross. It is not unusual in the mining industry for new mining operations to experience unexpected problems during the start-up phase, resulting in delays and requiring more capital than anticipated.

 

Production and Cost Estimates

 

The Company prepares estimates of future production, operating costs and capital costs for its operations. Despite the Company’s best efforts to budget and estimate such costs, as a result of the substantial expenditures involved in the development of mineral projects and the fluctuation and increase of costs over time, development projects may be prone to material cost overruns. Kinross’ actual production and costs may vary from estimates for a variety of reasons, including: increased competition for resources and development inputs; cost inflation affecting the mining industry in general; actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; short term operating factors including relating to the ore mineral reserves, such as the need for sequential development of ore bodies and the processing of new or different ore grades; revisions to mine plans; difficulties with supply chain management, including the implementation and management of enterprise resource planning software; risks and hazards associated with development, mining and processing; natural phenomena, such as inclement weather conditions, water availability (such as in Chile), floods, and earthquakes; and unexpected labour shortages, strikes or other disruptions. Costs of production may also be affected by a variety of factors, including: ore grade, ore hardness, metallurgy, changing waste-to-ore ratios, labour costs, cost of services, commodities (such as power and fuel) and other inputs, general inflationary pressures and currency exchange rates. Many of these factors are beyond Kinross’ control. No assurance can be given that Kinross’ cost estimates will be achieved. Failure to achieve production or cost estimates or material increases in costs could have an adverse impact on Kinross’ future cash flows, profitability, results of operations and financial condition.

 

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Shortages and Price Volatility of Input Commodities, Services and Other Inputs

 

The Company is dependent on various input commodities (such as diesel fuel, electricity, natural gas, steel, concrete and cyanide), labour, and equipment (including parts) to conduct its mining operations and development projects. A shortage of such input commodities, labour, or equipment or a significant increase in their costs could have a material adverse effect on the Company’s ability to carry out its operations and therefore limit, or increase the cost of, production. The Company is also dependent on access to and supply of water and electricity to carry out its mining operations, and such access and supply may not be readily available, especially at the Company’s operations in Chile, Brazil and Ghana. Market prices of input commodities can be subject to volatile price movements which can be material, occur over short periods of time and are affected by factors that are beyond the Company’s control. An increase in the cost, or decrease in the availability, of input commodities, labour, or equipment may affect the timely conduct and cost of Kinross’ operations and development projects. If the costs of certain input commodities consumed or otherwise used in connection with Kinross’ operations and development projects were to increase significantly, and remain at such levels for a substantial period, the Company may determine that it is not economically feasible to continue commercial production at some or all of its operations or the development of some or all of its current projects, which could have an adverse impact on the Company’s financial performance and results of operations. From time to time, Kinross transacts in energy hedging to reduce the risk associated with fuel price fluctuations.

 

Political Developments and Uncertainty regarding the Russian Federation

 

Ongoing political tensions and uncertainties with respect to the Russian Federation (including as a result of the Russian Federation’s foreign policy decisions, actions in respect of Ukraine and allegations of cyberattacks) have resulted in the imposition of sectoral and other economic sanctions, and increased the risk that the U.S. and certain other governments may impose further economic, or other, sanctions or penalties on, or may take other actions against, the Russian Federation or on persons and/or companies conducting business in the Russian Federation. There can be no assurance that sanctions or other penalties will not be imposed, or other actions will not be taken, by the Russian Federation, including in response to existing or threatened sanctions or other penalties or actions by the United States, Canada or the European Union and/or other governments against the Russian Federation or persons and/or companies conducting business in the Russian Federation. The imposition of such economic sanctions or other penalties, or such other actions by the Russian Federation and/or other governments, could have a material adverse effect on the Company’s assets and operations.

 

Uncertainty in Mauritania

 

Kinross is subject to political, economic and security risks which, should they materialize, may adversely affect the Company’s ability to operate its Tasiast mine in Mauritania. These risks include but are not limited to the following: (1) the potential that the government may attempt to renegotiate current mining conventions, revoke existing stability provisions in those conventions or breach those conventions; (2) political instability ; (3) the security situation in the country may deteriorate; (4) a lack of transparency in the operation of the government and development of new laws; (5) the potential for laws and regulations to be inconsistently applied; (6) disputes under the application of the mining convention; and (7) potential legal and practical difficulties with enforcement of the mining convention. These issues include, but are not limited to, a process and timetable for payment or offset of VAT refunds owed by the government to the Company, production royalties payable by the Company, the long-term stability in the Company’s relationship with the workers’ union, the availability of duty exonerations for fuel, the application of a clear, comprehensive, legally certain and enforceable VAT exemption for the mining industry, labour force management and flexible labour practices and the timely issuance of work permits for the non-national workforce.

 

U.S. Environmental Liability Risk

 

In the United States, certain mining wastes from extraction and processing of ores that would otherwise be considered hazardous waste under U.S. and state laws, are currently exempt from certain U.S. Environmental Protection Agency regulations governing hazardous waste. If mine wastes from the Company’s U.S. mining operations, including those at the Sunnyside Mine (see Section 6 - Other legal matters), are not exempt, and are treated as hazardous waste under the RCRA, material expenditures could be required for waste management and/or the construction of additional waste disposal facilities. In addition, the Company’s activities and ownership interests potentially expose the Company to liability under CERCLA and its state law equivalents. Under CERCLA and its state law equivalents, subject to certain defenses, any present or past owners or operators of a facility, and any parties that disposed or arranged for the disposal of hazardous substances at such a facility, could be held jointly and severally liable for cleanup costs and may be forced to undertake remedial cleanup actions or to pay for the cleanup efforts in response to unpermitted releases of hazardous substances. Such parties may also be liable to governmental entities for the cost of damages to natural resources, which may be substantial. Additional regulations or requirements may also be imposed upon the Company’s operations, tailings, and waste disposal areas as well as upon mine closure under federal and state environmental laws and regulations, including, without limitation,

 

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the U.S. Clean Water Act and state law equivalents. Air emissions in the U.S. are subject to the Clean Air Act and its state equivalents as well. Additionally, the Company is subject to other federal and state environmental laws, and potential claims existing under common law, relating to the operation and closure of the Company’s U.S. mine sites.

 

Political, Security, Legal and Economic Risk

 

The Company has mining and exploration operations in various regions of the world, including the United States, Brazil, Chile, the Russian Federation, Mauritania, Ghana, and Canada and such operations are exposed to various levels of political, security, legal, economic, and other risks and uncertainties. These risks and uncertainties vary from country to country and include, but are not limited to: terrorism; hostage taking; crime, including organized criminal enterprise; thefts, armed robberies and illegal incursions on property (as may occur at Paracatu and Tasiast from time to time) which illegal incursions could result in serious security and operational issues, including the endangerment of life and property; criminal or regulatory investigations, extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; the risks of civil unrest (such as ongoing protests in Chile); expropriation and nationalization; renegotiation or nullification of existing concessions, conventions, licenses, permits and contracts (including work permits for non-nationals at Tasiast); illegal mining (including at Tasiast and Chirano) could result in serious environmental, social, political, security and operational issues, including the endangerment of life and property; adequacy, response and training of local law enforcement; political regime change changes to policies and regulations impacting the mining sector; restrictions on foreign exchange and repatriation; restrictions on the importation of goods and equipment and changing political conditions, currency controls, and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

 

Future political and economic conditions in these countries may result in these governments adopting different policies with respect to foreign investment, and development and ownership of mineral resources. Any changes in such policies may result in changes in laws affecting ownership of assets, foreign investment, mining exploration and development, taxation including value added and withholding taxes, royalties, currency exchange rates, gold sales, environmental protection, labour relations, price controls, repatriation of income, and return of capital, which may affect both the ability of Kinross to undertake exploration and development activities in respect of future properties in the manner currently contemplated, as well as its ability to continue to explore, develop, and operate those properties to which it has rights relating to exploration, development, and operation. Future governments in these countries may adopt substantially different policies, which might extend to, as an example, expropriation of assets.

 

The tax regimes in these countries may be subject to differing interpretations or levels of enforcement and are subject to change from time to time. Kinross’ interpretation of taxation law as applied to its transactions and activities may not coincide with that of the tax authorities in a given country. As a result, transactions may be challenged by tax authorities and Kinross’ operations may be assessed, which could result in significant additional taxes, penalties and interest. In addition, in certain jurisdictions (such as Brazil and Mauritania) Kinross may be required to pay refundable VAT on certain purchases. There can be no assurance that the Company will be able to collect all, or part, of the amount of VAT refunds which are owed to the Company.

 

The Company is subject to the considerations and risks of operating in the Russian Federation. Certain currency conversion risks exist in the Russian economy. Russian legislation currently permits the conversion of rouble revenues into foreign currency. Any delay or other difficulty in converting roubles into a foreign currency to make a payment or delay in or restriction on the transfer of foreign currency could limit our ability to meet our payment and debt obligations, which could result in the loss of suppliers, acceleration of debt obligations, etc.

 

Anti-bribery Legislation

 

The Foreign Corrupt Practices Act (United States) and the Corruption of Foreign Public Officials Act (Canada) and similar anti-bribery legislation prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business or other commercial advantage. Company policies mandate strict compliance with applicable anti-bribery legislation. Kinross operates in jurisdictions that have experienced governmental and private sector corruption to some degree. There can be no assurance that Kinross’ internal control policies and procedures will always protect it from reckless or other inappropriate acts committed by the Company’s affiliates, employees or agents. Allegations of any violations of anti-bribery legislation may result in costly and time consuming investigations. Violations of such legislation could result in fines or penalties and have a material adverse effect on Kinross’ reputation and social license to operate.

 

Licenses and Permits

 

The development projects and operations of Kinross require licenses and permits from various governmental authorities. However, such licenses and permits are subject to challenge and change in various circumstances. Applicable governmental authorities may

 

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revoke or refuse to issue, amend or renew necessary permits. The loss of such permits may hinder Kinross’ ability to operate and could have a material effect on Kinross’ financial performance and results of operations. There can be no guarantee that Kinross will be able to obtain or maintain all necessary licenses and permits that may be required to explore and develop its properties, commence construction of or operation of mining facilities, or to maintain continued operations that economically justify the cost. Kinross endeavors to be in compliance with these licenses and permits, and underlying laws and regulations, at all times.

 

Title to Properties and Community Relations

 

The validity of mining rights, including mining claims which constitute most of Kinross’ property holdings, may, in certain cases, be uncertain and subject to being contested. Kinross’ mining rights, claims and other land titles, particularly title to undeveloped properties, may be defective and open to being challenged by governmental authorities and local communities.

 

Certain of Kinross’ properties may be subject to the rights or the asserted rights of various community stakeholders, including indigenous people. The presence of community stakeholders may also impact on the Company’s ability to explore, develop or operate its mining properties. In certain circumstances, consultation with such stakeholders may be required and the outcome may affect the Company’s ability to explore, develop or operate its mining properties.

 

Certain of Kinross’ United States mineral rights consist of unpatented mining claims. Unpatented mining claims present unique title risks due to the rules for validity and the opportunities for third-party challenge. These claims are also subject to legal uncertainty as reflected in the action titled Earthworks, et al. vs. Department of the Interior, et al., which is pending in the United States District Court for the District of Columbia, and in which a Kinross subsidiary has intervened. There, plaintiffs contend that the Bureau of Land Management (“BLM”) issued rules that unlawfully allow mining companies to permit too much acreage for millsites and further contend that the BLM must perform formal mining claim validity determinations and require payment of “fair market value” for the claims rather than annual claims maintenance payments.”

 

Competition

 

The mineral exploration and mining business is competitive in all of its phases. In the search for and the acquisition of attractive mineral properties, Kinross competes with numerous other companies and individuals, including competitors with greater financial, technical and other resources than Kinross. The ability of the Company to operate successfully in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable new producing properties or prospects for mineral exploration. Kinross may be unable to compete successfully with its competitors in acquiring such properties or prospects on terms it considers acceptable, if at all.

 

Joint Arrangements

 

Certain of the operations in which the Company has an interest are operated through joint arrangements with other mining companies. Any failure of such other companies to meet their obligations to Kinross or to third parties could have a material adverse effect on the joint arrangement. In addition, Kinross may be unable to exert control over strategic decisions made in respect of such properties.

 

Disclosures about Market Risks

 

To determine its market risk sensitivities, Kinross uses an internally generated financial forecast model that is sensitized to, among other things, various gold prices, currency exchange rates, interest rates and energy prices. The variable with the greatest impact is the gold price, and Kinross prepares a base case scenario and then sensitizes it by a 10% increase and decrease in the gold price. For 2020, sensitivity to a 10% change in the gold price is estimated to have an approximate $230 million impact on pre-tax earnings. Kinross’ financial forecast covers the projected life of its mines. In each year, gold is produced according to the mine plan. Additionally, for 2020, sensitivity to a 10% change in the silver price is estimated to have an approximate $5 million impact on pre-tax earnings. Costs are estimated based on current production costs plus the impact of any major changes to the operation during its life.

 

Interest Rate Fluctuations

 

Fluctuations in interest rates can affect the Company’s results of operations and cash flow. The Company’s cash and cash equivalents, as well as some of its long-term debt and credit facilities are subject to variable interest rates.

 

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Hedging Risks

 

The Company’s earnings can vary significantly with fluctuations in the market price of gold and silver. Kinross’ practice is not to hedge long-term metal sales’ exposures. However, the Company may assume or enter into forward sales contracts or similar instruments if hedges are acquired in a business acquisition, if hedges are required under project financing requirements, or when deemed advantageous by management. As at December 31, 2019, there were no metal derivative financial instruments outstanding. In addition, Kinross is not subject to margin requirements on any of its hedging lines.

 

Foreign Currency Exchange Risk

 

Currency fluctuations may affect the revenues which the Company will realize from its operations since gold and silver are sold in the world market in United States dollars. The costs of Kinross are incurred principally in Canadian dollars, United States dollars, Chilean pesos, Brazilian reais, Russian roubles, Mauritanian ouguiyas and Ghanaian cedis. The appreciation of non-U.S. dollar currencies against the U.S. dollar increases the cost of gold and silver production in U.S. dollar terms. Kinross’ results are positively affected when the U.S. dollar strengthens against these foreign currencies and are adversely affected when the U.S. dollar weakens against these foreign currencies. Where possible, Kinross’ cash and cash equivalents balances are primarily held in U.S. dollars. From time to time, Kinross transacts currency hedging to reduce the risk associated with currency fluctuations. While the Chilean peso, Brazilian real, and Russian rouble are currently convertible into Canadian and United States dollars, they may not always be convertible in the future. The Mauritanian ouguiya and Ghanaian cedis are convertible into Canadian and U.S. dollars, but conversion may be subject to regulatory and/or central bank approval.

 

The sensitivity of the Company’s pre-tax earnings to changes in the U.S. dollar is disclosed in Note 11 of the Company’s financial statements for the year ended December 31, 2019.

 

Litigation Risk

 

Legal proceedings may be brought against Kinross, for example, litigation based on its business activities, environmental laws, tax matters, volatility in its stock price or failure to comply with its disclosure obligations, which could have a material adverse effect on Kinross’ financial condition or prospects. Regulatory and government agencies may bring legal proceedings in connection with the enforcement of applicable laws and regulations, and as a result Kinross may be subject to expenses of investigations and defense, fines or penalties for violations if proven, and potentially cost and expense to remediate, increased operating costs or changes to operations, and cessation of operations if ordered to do so or required in order to resolve such proceedings. The Company may also become party to disputes governed by the rules of international arbitration. In the event of a dispute arising at Kinross’ foreign operations, Kinross may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada. Kinross’ inability to enforce its rights could have an adverse effect on its future cash flows, earnings, results of operations and financial condition.

 

Counterparty and Liquidity Risk

 

Credit risk relates to cash and cash equivalents, accounts receivable, and derivative contracts and arises from the possibility that a counterparty to an instrument fails to perform. Counterparty risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument. The Company is subject to counterparty risk and may be affected, in the event that a counterparty becomes insolvent. To manage both counterparty and credit risk, the Company proactively manages its exposure to individual counterparties. The Company only transacts with highly-rated counterparties. A limit on contingent exposure has been established for each counterparty based on the counterparty’s credit rating, and the Company monitors the financial condition of each counterparty.

 

As at December 31, 2019, the Company’s gross credit exposure, including cash and cash equivalents, was $831.8 million and at December 31, 2018, the gross credit exposure, including cash and cash equivalents, was $585.8 million.

 

Liquidity risk is the risk that the Company may not have sufficient cash resources available to meet its payment obligations. To manage liquidity risk, the Company maintains cash positions and has financing in place that the Company expects will be sufficient to meet its operating and capital expenditure requirements. Potential sources for liquidity could include, but are not limited to: the Company’s current cash position, existing credit facilities, future operating cash flow, and potential private and public financing. Additionally, the Company reviews its short-term operational forecasts regularly and long-term budgets to determine its cash requirements.

 

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Credit Ratings and Debt Markets

 

The mining, processing, development, and exploration of Kinross’ properties may require substantial additional financing. Failure to obtain sufficient financing may result in the delay or indefinite postponement of exploration, development or production on any or all of Kinross’ properties, or even a loss of property interest. Additional capital or other types of financing may not be available if needed or, if available, the terms of such financing may be unfavourable to Kinross.

 

The Company’s ability to access debt markets and the related cost of debt financing is dependent upon its credit ratings. The Company has a BBB- rating from Fitch Ratings, a Ba1 rating from Moody’s and a BBB- rating from Standard Poor’s. There is no assurance that these credit ratings will remain in effect for any given period of time or that such ratings will not be revised or withdrawn entirely by the rating agencies. Real or anticipated changes in credit ratings can affect the price of the Company’s existing debt as well as the Company’s ability to access the capital markets and the cost of such debt financing.

 

If the Company is unable to maintain its indebtedness and financial ratios at levels acceptable to its credit rating agencies, or should the Company’s business prospects deteriorate, the ratings currently assigned to the Company by the rating agencies could be downgraded, which could adversely affect the value of the Company’s outstanding securities and existing debt, its ability to obtain new financing on favourable terms, and increase the Company’s borrowing costs.

 

Potential for Incurring Unexpected Costs or Liabilities as a Result of Acquisitions

 

Although the Company conducts investigations in connection with acquisitions, risks remain regarding any undisclosed or unknown liabilities associated with any such acquisitions, and the Company may discover that it has acquired substantial undisclosed liabilities. The Company may have little recourse against the seller if any of the representations or warranties provided in connection with an acquisition proves to be inaccurate. Such liabilities could have an adverse impact on the Company’s business, financial condition, results of operations and cash flows.

 

Global Financial Condition

 

The volatility and challenges that economies continue to experience around the world continues to affect the profitability and liquidity of businesses in many industries, which in turn has resulted in the following conditions that may have an effect on the profitability and cash flows of the Company:

 

·                  Volatility in commodity prices and foreign exchange rates;

 

·                  Tightening of credit markets;

 

·                  Counterparty risk; and

 

·                  Volatility in the prices of publicly traded entities.

 

The volatility in commodity prices and foreign exchange rates directly impact the Company’s revenues, earnings and cash flows, as noted above in the sections titled “Gold Price and Silver Price” and “Foreign Currency Exchange Risk”.

 

Although tighter credit markets could restrict the ability of certain companies to access capital, to date this has not affected the Company’s liquidity.

 

The Company extended the maturity date of its revolving credit facility by one year to August 2024. As at December 31, 2019, the Company had $1,453.1 million available under its credit facility arrangements. However, tightening of credit markets may affect the ability of the Company to obtain equity or debt financing in the future on terms favourable to the Company.

 

The Company has not experienced any difficulties to date relating to the counterparties it transacts with. The counterparties continue to be highly rated, and as noted above, the Company has employed measures to reduce the impact of counterparty risk.

 

Continued volatility in equity markets may affect the value of publicly listed companies in Kinross’ equity portfolio. Should declines in the equity values continue and are deemed to be other than temporary, impairment losses may result.

 

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Market Price Risk

 

Kinross’ common shares are listed on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”). The price of Kinross’ common shares is likely to be significantly affected by short-term changes in the gold price or in its financial condition or results of operations as reflected in its quarterly earnings reports. Other factors unrelated to the performance of Kinross that may have an effect on the price of the Kinross common shares include the following: a reduction in analytical coverage of Kinross by investment banks with research capabilities; increased political risk in countries where the Company operates; a drop in trading volume and general market interest in the securities of Kinross may adversely affect an investor’s ability to liquidate an investment and consequently an investor’s interest in acquiring a significant stake in Kinross; a failure of Kinross to meet the reporting and other obligations under Canadian and U.S. securities laws or imposed by the exchanges could result in a delisting of the Kinross common shares; and a substantial decline in the price of the Kinross common shares that persists for a significant period of time could cause the Kinross common shares to be delisted from the TSX or NYSE further reducing market liquidity.

 

As a result of any of these factors, the market price of Kinross’ common shares at any given point in time may not accurately reflect Kinross’ long-term value. Securities class action litigation has been commenced against companies, including Kinross, following periods of volatility or significant decline in the market price of their securities. Securities litigation could result in substantial costs and damages and divert management’s attention and resources. Any decision resulting from any such litigation that is adverse to the Company could have a negative impact on the Company’s financial position.

 

Impairment

 

Goodwill is tested for impairment on an annual basis as at December 31, and at any other time if events or changes in circumstances indicate that the recoverable amount of a CGU containing goodwill has been reduced below its carrying amount. The carrying value of property, plant and equipment is reviewed at each reporting period end to determine whether there is any indication of impairment or reversal of impairment. If any such indication exists, then the CGU or asset’s recoverable amount is estimated. If the carrying amount of the CGU or asset exceeds its recoverable amount, an impairment is considered to exist and an impairment loss is recognized to reduce the CGU or asset’s carrying value to its recoverable amount. For property, plant and equipment and other long-lived assets, a previously recognized impairment loss may be reversed if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. The recoverable amounts, or fair values, of the Company’s CGUs are based, in part, on certain factors that may be partially or totally outside of Kinross’ control. Kinross’ fair value estimates are based on numerous assumptions, some of which may be subjective, and it is possible that actual fair value could be significantly different than those estimates.

 

Climate Risks

 

A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impacts of climate change. Where legislation already exists, regulation relating to emission levels and energy efficiency is becoming more stringent. The changes in legislation and regulation will likely increase the Company’s compliance costs.

 

In addition, the physical risks of climate change may also have an adverse effect at some of Kinross’ operations. These may include extreme weather events, changes in rainfall patterns, water shortages, and changing temperatures. These physical impacts could require the Company to curtail or close mining production and could prevent the Company from pursuing expansion opportunities. These effects may adversely impact the cost, production and financial performance of the Company’s operations.

 

Operations at Paracatu are dependent on rainfall and river water capture as the primary source of process water. During the rainy season, the mine channels surface runoff water to temporary storage ponds from where it is pumped to the process plants. Similarly, surface runoff and rain water and water captured from the river is stored in the tailings impoundment, which constitutes the main water reservoir for the process plants. The objective is to capture and store as much water as possible during the rainy season to ensure adequate water supply during the dry season.

 

Accordingly, prolonged periods without adequate rainfall may adversely impact operations at Paracatu. As a result, production may fall below historic or forecast levels and Kinross may incur significant costs or experience significant delays that could have a material effect on Kinross’ financial performance, liquidity and results of operations.

 

Excessive rainfall or flooding may also adversely affect operations. Excess rainfall can result in operational difficulties including geotechnical instability, increased dewatering demands, and additional water management requirements. Extended periods of above average rainfall at Fort Knox may result in increased costs or production disruptions that could have a material effect on Kinross’ financial performance, liquidity and results of operations.

 

47


 

We can provide no assurance that efforts to mitigate the risks of climate changes will be effective and that the physical risks of climate change will not have an adverse effect on the Company’s operations and profitability.

 

Human Resources

 

Production at Kinross’ mines is dependent upon the efforts of, and maintaining good relationships with, employees of Kinross. Relations between Kinross and its employees may be impacted by changes in labour relations which may be introduced by, among others, employee groups, unions, and the relevant governmental authorities in whose jurisdictions Kinross carries on business. Adverse changes in such legislation or in the relationship between Kinross and its employees may have a material adverse effect on Kinross’ business, results of operations, and financial condition.

 

In order to operate successfully, Kinross must find and retain qualified employees. Kinross and other companies in the mining industry compete for personnel and Kinross is not always able to fill positions in a timely manner. One factor that has contributed to an increased turnover rate is the ageing workforce and it is expected that this factor will further increase the turnover rate in upcoming years. If Kinross is unable to attract and retain qualified personnel or fails to establish adequate succession planning strategies, Kinross’ operations could be adversely affected.

 

In addition, Kinross has a relatively small executive management team and in the event that the services of a number of these executives are no longer available, Kinross and its business could be adversely affected. Kinross does not carry key-person life insurance with respect to its executives.

 

Cybersecurity Risks

 

The Company relies heavily on its information technology systems including, without limitation, its networks, equipment, hardware, software, telecommunications, and other information technology (collectively, “IT systems”), and the IT systems of its vendors and third-party service providers, to operate its business as a whole including mining operations and development projects. IT systems are subject to an increasing threat of continually evolving cybersecurity risks including, without limitation, computer viruses, security breaches, and cyberattacks. In addition, the Company is subject to the risk of unauthorized access to its IT systems or its information through fraud or other means. Kinross’ operations also depend on the timely maintenance, upgrade and replacement of its IT systems, as well as pre-emptive expenses to mitigate cybersecurity risks and other IT systems disruptions.

 

Although Kinross has not experienced any material losses to date relating to cybersecurity, or other IT systems disruptions, there can be no assurance that Kinross will not incur such losses in the future. Despite the Company’s mitigation efforts including implementing an IT systems security risk management framework, the risk and exposure to these threats cannot be fully mitigated because of, among other things, the evolving nature of cybersecurity threats. As a result, cybersecurity and the continued development and enhancement of controls, processes and practices designed to protect IT systems from cybersecurity threats remain a priority. As these threats continue to evolve, the Company, its vendors and third-party service providers, including IT service providers, may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any cybersecurity vulnerabilities.

 

Any cybersecurity incidents or other IT systems disruption could result in production downtimes, operational delays, destruction or corruption of data, security breaches, financial losses from remedial actions, the theft or other compromising of confidential or otherwise protected information, fines and lawsuits, or damage to the Company’s reputation. Any such occurrence could have an adverse impact on Kinross’ financial condition and results of operations.

 

The Company is subject to privacy and data security regulations in several of the jurisdictions that it operates in, such as Canada, Brazil, the United States and the European Union (“EU”). Compliance with such laws, including General Data Protection Regulation in the EU, will affect business conducted in the EU and may also be enforced against entities established outside the EU but processing data of European data subjects. The Company could incur substantial costs in complying with these various national regulations as a result of having to make changes to prior business practices in a manner adverse to our business. Such developments may also require the Company to make system changes and develop new processes, further affecting our compliance costs. In addition, violations of privacy-related regulations can result in significant penalties and reputational harm, which in turn could adversely impact the Company’s business and results of operations.

 

48


 

Brazilian Power Plants

 

The ownership and operation of our Brazilian power plants carry an inherent risk of liability related to public safety, health, safety, security and the environment, including the risk of government imposed orders to remedy unsafe conditions and/or to remediate or otherwise address environmental contamination or damage. We may also be exposed to potential penalties for contravention of health, safety, security and environmental laws and potential civil liability. We may become subject to government orders, investigations, inquiries or other proceedings (including civil claims) relating to health, safety, security and environmental matters as a result of which our operations may be limited or suspended. The occurrence of any of these events or any changes, additions to or more rigorous enforcement of health, safety, security and environmental laws could impact the operation of the power plants and result in additional expenditures. Additional environmental, health and safety issues relating to presently known or unknown matters may require unanticipated expenditures, or result in fines, penalties or other consequences (including changes to operations) that may be adverse to our business and results of operations.

 

49


 

11.                               SUPPLEMENTAL INFORMATION

 

Reconciliation of Non-GAAP Financial Measures

 

The Company has included certain non-GAAP financial measures in this document. These measures are not defined under IFRS and should not be considered in isolation. The Company believes that these measures, together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. The inclusion of these measures is meant to provide additional information and should not be used as a substitute for performance measures prepared in accordance with IFRS. These measures are not necessarily standard and therefore may not be comparable to other issuers.

 

Adjusted Net Earnings Attributable to Common Shareholders and Adjusted Net Earnings per Share

 

Adjusted net earnings attributable to common shareholders and adjusted net earnings per share are non-GAAP measures which determine the performance of the Company, excluding certain impacts which the Company believes are not reflective of the Company’s underlying performance for the reporting period, such as the impact of foreign exchange gains and losses, reassessment of prior year taxes and/or taxes otherwise not related to the current period, impairment charges (reversals), gains and losses and other one-time costs related to acquisitions, dispositions and other transactions, and non-hedge derivative gains and losses. Although some of the items are recurring, the Company believes that they are not reflective of the underlying operating performance of its current business and are not necessarily indicative of future operating results. Management believes that these measures, which are used internally to assess performance and in planning and forecasting future operating results, provide investors with the ability to better evaluate underlying performance, particularly since the excluded items are typically not included in public guidance. However, adjusted net earnings and adjusted net earnings per share measures are not necessarily indicative of net earnings and earnings per share measures as determined under IFRS.

 

The following table provides a reconciliation of net earnings (loss) to adjusted net earnings for the periods presented:

 

 

 

Years ended December 31,

 

(in millions, except per share amounts)

 

2019

 

2018

 

Net earnings (loss) attributable to common shareholders - as reported

 

$

718.6

 

$

(23.6

)

Adjusting items:

 

 

 

 

 

Foreign exchange (gains) losses

 

(0.6

)

4.3

 

Foreign exchange losses on translation of tax basis and foreign exchange on deferred income taxes within income tax expense

 

1.6

 

62.0

 

Gain on disposition of royalty portfolio

 

(72.7

)

 

Reversals of impairment charges(a)

 

(361.8

)

 

Taxes in respect of prior periods

 

33.3

 

59.9

 

Reclamation and remediation recoveries

 

(11.9

)

(3.5

)

Tasiast Phase One commissioning costs

 

 

6.4

 

Fort Knox pit wall slide related costs

 

25.1

 

37.9

 

Restructuring costs

 

12.2

 

 

U.S. Tax Reform impact

 

 

(8.7

)

Other

 

7.6

 

5.1

 

Tax effect of the above adjustments(a)

 

71.5

 

(11.7

)

 

 

(295.7

)

151.7

 

Adjusted net earnings attributable to common shareholders

 

$

422.9

 

$

128.1

 

Weighted average number of common shares outstanding - Basic

 

1,252.3

 

1,249.5

 

Adjusted net earnings per share

 

$

0.34

 

$

0.10

 

 


(a)         During the year ended December 31, 2019, the Company recognized non-cash reversals of impairment charges of $361.8 million related to property, plant and equipment at Paracatu and Tasiast. The tax impact on the impairment reversal at Paracatu was an expense of $68.2 million. There was no tax impact on the impairment reversal at Tasiast.

 

50


 

Adjusted Operating Cash Flow

 

The Company makes reference to a non-GAAP measure for adjusted operating cash flow. Adjusted operating cash flow is defined as cash flow from operations excluding certain impacts which the Company believes are not reflective of the Company’s regular operating cash flow and excluding changes in working capital. Working capital can be volatile due to numerous factors, including the timing of tax payments, and in the case of Kupol, a build-up of inventory due to transportation logistics. The Company uses adjusted operating cash flow internally as a measure of the underlying operating cash flow performance and future operating cash flow-generating capability of the Company. However, the adjusted operating cash flow measure is not necessarily indicative of net cash flow from operations as determined under IFRS.

 

The following table provides a reconciliation of adjusted operating cash flow for the periods presented:

 

 

 

Years ended December 31,

 

(in millions)

 

2019

 

2018

 

Net cash flow provided from operating activities - as reported

 

$

1,224.9

 

$

788.7

 

Adjusting items:

 

 

 

 

 

Tax payments in respect of prior years

 

16.7

 

 

Working capital changes:

 

 

 

 

 

Accounts receivable and other assets

 

64.5

 

22.7

 

Inventories

 

(53.8

)

5.7

 

Accounts payable and other liabilities, including income taxes paid

 

(50.8

)

57.1

 

 

 

(23.4

)

85.5

 

Adjusted operating cash flow

 

$

1,201.5

 

$

874.2

 

 

51


 

Consolidated and Attributable Production Cost of Sales per Equivalent Ounce Sold

 

Consolidated production cost of sales per gold equivalent ounce sold is a non-GAAP measure and is defined as production cost of sales as reported on the consolidated statement of operations divided by the total number of gold equivalent ounces sold. This measure converts the Company’s non-gold production into gold equivalent ounces and credits it to total production.

 

Attributable production cost of sales per gold equivalent ounce sold is a non-GAAP measure and is defined as attributable production cost of sales divided by the attributable number of gold equivalent ounces sold. This measure converts the Company’s non-gold production into gold equivalent ounces and credits it to total production.

 

Management uses these measures to monitor and evaluate the performance of its operating properties.

 

The following table provides a reconciliation of consolidated and attributable production cost of sales per equivalent ounce sold for the periods presented:

 

 

 

Years ended December 31,

 

(in millions, except ounces and production cost of sales per equivalent ounce)

 

2019

 

2018

 

Production cost of sales - as reported

 

$

1,778.9

 

$

1,860.5

 

Less: portion attributable to Chirano non-controlling interest(a)

 

(19.0

)

(17.3

)

Attributable(b) production cost of sales

 

$

1,759.9

 

$

1,843.2

 

Gold equivalent ounces sold

 

2,512,758

 

2,532,912

 

Less: portion attributable to Chirano non-controlling interest(j)

 

(20,186

)

(22,493

)

Attributable(b) gold equivalent ounces sold

 

2,492,572

 

2,510,419

 

Consolidated production cost of sales per equivalent ounce sold

 

$

708

 

$

735

 

Attributable(b) production cost of sales per equivalent ounce sold

 

$

706

 

$

734

 

 

52


 

Attributable Production Cost of Sales per Ounce Sold on a By-Product Basis

 

Attributable production cost of sales per ounce sold on a by-product basis is a non-GAAP measure which calculates the Company’s non-gold production as a credit against its per ounce production costs, rather than converting its non-gold production into gold equivalent ounces and crediting it to total production, as is the case in co-product accounting. Management believes that this measure provides investors with the ability to better evaluate Kinross’ production cost of sales per ounce on a comparable basis with other major gold producers who routinely calculate their cost of sales per ounce using by-product accounting rather than co-product accounting.

 

The following table provides a reconciliation of attributable production cost of sales per ounce sold on a by-product basis for the periods presented:

 

 

 

Years ended December 31,

 

(in millions, except ounces and production cost of sales per ounce)

 

2019

 

2018

 

Production cost of sales - as reported

 

$

1,778.9

 

$

1,860.5

 

Less: portion attributable to Chirano non-controlling interest(a)

 

(19.0

)

(17.3

)

Less: attributable(b) silver revenue(c)

 

(75.1

)

(66.4

)

Attributable(b) production cost of sales net of silver by-product revenue

 

$

1,684.8

 

$

1,776.8

 

Gold ounces sold

 

2,458,839

 

2,480,529

 

Less: portion attributable to Chirano non-controlling interest(j)

 

(20,161

)

(22,460

)

Attributable(b) gold ounces sold

 

2,438,678

 

2,458,069

 

Attributable(b) production cost of sales per ounce sold on a by-product basis

 

$

691

 

$

723

 

 

53


 

Attributable All-In Sustaining Cost and All-In Cost per Ounce Sold on a By-Product Basis

 

In November 2018, the World Gold Council (“WGC”) published updates to its guidelines for reporting all-in sustaining costs and all-in costs to address how the costs associated with leases, after a company’s adoption of IFRS 16, should be treated. The WGC is a market development organization for the gold industry and is an association whose membership comprises leading gold mining companies including Kinross. Although the WGC is not a mining industry regulatory organization, it worked closely with its member companies to develop these non-GAAP measures. Adoption of the all-in sustaining cost and all-in cost metrics is voluntary and not necessarily standard, and therefore, these measures presented by the Company may not be comparable to similar measures presented by other issuers. The Company believes that the all-in sustaining cost and all-in cost measures complement existing measures reported by Kinross.

 

All-in sustaining cost includes both operating and capital costs required to sustain gold production on an ongoing basis. The value of silver sold is deducted from the total production cost of sales as it is considered residual production. Sustaining operating costs represent expenditures incurred at current operations that are considered necessary to maintain current production. Sustaining capital represents capital expenditures at existing operations comprising mine development costs and ongoing replacement of mine equipment and other capital facilities, and does not include capital expenditures for major growth projects or enhancement capital for significant infrastructure improvements at existing operations.

 

All-in cost is comprised of all-in sustaining cost as well as operating expenditures incurred at locations with no current operation, or costs related to other non-sustaining activities, and capital expenditures for major growth projects or enhancement capital for significant infrastructure improvements at existing operations.

 

Attributable all-in sustaining cost and all-in cost per ounce sold on a by-product basis are calculated by adjusting total production cost of sales, as reported on the consolidated statement of operations, as follows:

 

 

 

Years ended December 31,

 

(in millions, except ounces and costs per ounce)

 

2019

 

2018

 

Production cost of sales - as reported

 

$

1,778.9

 

$

1,860.5

 

Less: portion attributable to Chirano non-controlling interest(a)

 

(19.0

)

(17.3

)

Less: attributable(b) silver revenue(c)

 

(75.1

)

(66.4

)

Attributable(b) production cost of sales net of silver by-product revenue

 

$

1,684.8

 

$

1,776.8

 

Adjusting items on an attributable(b) basis:

 

 

 

 

 

General and administrative(d)

 

123.6

 

133.0

 

Other operating expense - sustaining(e)

 

24.7

 

6.2

 

Reclamation and remediation - sustaining(f)

 

48.2

 

52.2

 

Exploration and business development - sustaining(g)

 

66.0

 

53.2

 

Additions to property, plant and equipment - sustaining(h)

 

415.1

 

335.0

 

Lease payments - sustaining(i)

 

12.7

 

 

All-in Sustaining Cost on a by-product basis - attributable(b)

 

$

2,375.1

 

$

2,356.4

 

Other operating expense - non-sustaining(e)

 

57.0

 

48.7

 

Reclamation and remediation - non-sustaining(f)

 

6.9

 

7.5

 

Exploration - non-sustaining(g)

 

46.7

 

55.4

 

Additions to property, plant and equipment - non-sustaining(h)

 

637.9

 

665.0

 

Lease payments - non-sustaining(i)

 

1.6

 

 

All-in Cost on a by-product basis - attributable(b)

 

$

3,125.2

 

$

3,133.0

 

Gold ounces sold

 

2,458,839

 

2,480,529

 

Less: portion attributable to Chirano non-controlling interest(j)

 

(20,161

)

(22,460

)

Attributable(b) gold ounces sold

 

2,438,678

 

2,458,069

 

Attributable(b) all-in sustaining cost per ounce sold on a by-product basis

 

$

974

 

$

959

 

Attributable(b) all-in cost per ounce sold on a by-product basis

 

$

1,282

 

$

1,275

 

 

54


 

Attributable All-In Sustaining Cost and All-In Cost per Equivalent Ounce Sold

 

The Company also assesses its all-in sustaining cost and all-in cost on a gold equivalent ounce basis. Under these non-GAAP measures, the Company’s production of silver is converted into gold equivalent ounces and credited to total production.

 

Attributable all-in sustaining cost and all-in cost per equivalent ounce sold are calculated by adjusting total production cost of sales, as reported on the consolidated statement of operations, as follows:

 

 

 

Years ended December 31,

 

(in millions, except ounces and costs per equivalent ounce)

 

2019

 

2018

 

Production cost of sales - as reported

 

$

1,778.9

 

$

1,860.5

 

Less: portion attributable to Chirano non-controlling interest(a)

 

(19.0

)

(17.3

)

Attributable(b) production cost of sales

 

$

1,759.9

 

$

1,843.2

 

Adjusting items on an attributable(b) basis:

 

 

 

 

 

General and administrative (d)

 

123.6

 

133.0

 

Other operating expense - sustaining(e)

 

24.7

 

6.2

 

Reclamation and remediation - sustaining(f)

 

48.2

 

52.2

 

Exploration and business development - sustaining(g)

 

66.0

 

53.2

 

Additions to property, plant and equipment - sustaining(h)

 

415.1

 

335.0

 

Lease payments - sustaining(i)

 

12.7

 

 

All-in Sustaining Cost - attributable(b)

 

$

2,450.2

 

$

2,422.8

 

Other operating expense - non-sustaining(e)

 

57.0

 

48.7

 

Reclamation and remediation - non-sustaining(f)

 

6.9

 

7.5

 

Exploration - non-sustaining(g)

 

46.7

 

55.4

 

Additions to property, plant and equipment - non-sustaining(h)

 

637.9

 

665.0

 

Lease payments - non-sustaining(i)

 

1.6

 

 

All-in Cost - attributable(b)

 

$

3,200.3

 

$

3,199.4

 

Gold equivalent ounces sold

 

2,512,758

 

2,532,912

 

Less: portion attributable to Chirano non-controlling interest(j)

 

(20,186

)

(22,493

)

Attributable(b) gold equivalent ounces sold

 

2,492,572

 

2,510,419

 

Attributable(b) all-in sustaining cost per equivalent ounce sold

 

$

983

 

$

965

 

Attributable(b) all-in cost per equivalent ounce sold

 

$

1,284

 

$

1,274

 

 

55


 


(a)         The portion attributable to Chirano non-controlling interest represents the non-controlling interest (10%) in the production cost of sales for the Chirano mine.

 

(b)         “Attributable” includes Kinross’ share of Chirano (90%) production.

 

(c)          “Attributable silver revenue” represents the attributable portion of metal sales realized from the production of the secondary or by-product metal (i.e. silver). Revenue from the sale of silver, which is produced as a by-product of the process used to produce gold, effectively reduces the cost of gold production.

 

(d)         “General and administrative” expenses is as reported on the consolidated statement of operations, net of certain restructuring expenses. General and administrative expenses are considered sustaining costs as they are required to be absorbed on a continuing basis for the effective operation and governance of the Company.

 

(e)          “Other operating expense — sustaining” is calculated as “Other operating expense” as reported on the consolidated statement of operations, less other operating and reclamation and remediation expenses related to non-sustaining activities as well as other items not reflective of the underlying operating performance of our business. Other operating expenses are classified as either sustaining or non-sustaining based on the type and location of the expenditure incurred. The majority of other operating expenses that are incurred at existing operations are considered costs necessary to sustain operations, and are therefore classified as sustaining. Other operating expenses incurred at locations where there is no current operation or related to other non-sustaining activities are classified as non-sustaining.

 

(f)            “Reclamation and remediation - sustaining” is calculated as current period accretion related to reclamation and remediation obligations plus current period amortization of the corresponding reclamation and remediation assets, and is intended to reflect the periodic cost of reclamation and remediation for currently operating mines. Reclamation and remediation costs for development projects or closed mines are excluded from this amount and classified as non-sustaining.

 

(g)         “Exploration and business development — sustaining” is calculated as “Exploration and business development” expenses as reported on the consolidated statement of operations, less non-sustaining exploration expenses. Exploration expenses are classified as either sustaining or non-sustaining based on a determination of the type and location of the exploration expenditure. Exploration expenditures within the footprint of operating mines are considered costs required to sustain current operations and so are included in sustaining costs. Exploration expenditures focused on new ore bodies near existing mines (i.e. brownfield), new exploration projects (i.e. greenfield) or for other generative exploration activity not linked to existing mining operations are classified as non-sustaining. Business development expenses are considered sustaining costs as they are required for general operations.

 

(h)         “Additions to property, plant and equipment — sustaining” represents the majority of capital expenditures at existing operations including capitalized exploration costs, periodic capitalized stripping and underground mine development costs, ongoing replacement of mine equipment and other capital facilities and other capital expenditures and is calculated as total additions to property, plant and equipment (as reported on the consolidated statements of cash flows), less capitalized interest and non-sustaining capital. Non-sustaining capital represents capital expenditures for major projects, including major capital stripping projects at existing operations that are expected to materially benefit the operation, as well as enhancement capital for significant infrastructure improvements at existing operations. Non-sustaining capital expenditures during the year ended December 31, 2019, primarily relate to major projects at Tasiast, Round Mountain, Bald Mountain, and Fort Knox. Non-sustaining capital expenditures during the year ended December 31, 2018, primarily related to major projects at Tasiast, Round Mountain, and Bald Mountain.

 

(i)            “Lease payments — sustaining” represents the majority of lease payments as reported on the consolidated statements of cash flows and is made up of the principal and financing components of such cash payments, less non-sustaining lease payments. Lease payments for development projects or closed mines are classified as non-sustaining.

 

(j)            “Portion attributable to Chirano non-controlling interest” represents the non-controlling interest (10%) in the ounces sold from the Chirano mine.

 

(k)          “Average realized gold price per ounce” is a non-GAAP financial measure and is defined as gold metal sales divided by the total number of gold ounces sold. This measure is intended to enable Management to better understand the price realized in each reporting period. The realized price measure does not have any standardized definition under IFRS and should not be considered a substitute for measure of performance prepared in accordance with IFRS.

 

56


 

Cautionary Statement on Forward-Looking Information

 

All statements, other than statements of historical fact, contained or incorporated by reference in this MD&A including, but not limited to, any information as to the future financial or operating performance of Kinross, constitute ‘‘forward-looking information’’ or ‘‘forward-looking statements’’ within the meaning of certain securities laws, including the provisions of the Securities Act (Ontario) and the provisions for ‘‘safe harbor’’ under the United States Private Securities Litigation Reform Act of 1995 and are based on expectations, estimates and projections as of the date of this MD&A. Forward-looking statements contained in this MD&A, include, but are not limited to, those under the headings (or headings that include) “Project Updates and New Developments” and “Outlook” as well as 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; mine life;  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, estimates and the realization of such estimates (such as mineral or gold reserves and resources or mine life), success of exploration, development and mining, currency fluctuations, capital requirements, project studies, mine life extensions, government regulation permit applications and conversions, restarting suspended or disrupted operations; environmental risks and proceedings; and resolution of pending litigation. The words “anticipate”, “assumption” “believe”, “budget”, “continue”, “develop”, “estimates”, “expects”, “forecast”, “goal”, “guidance”, “intend”, “on budget”, “on schedule”, “on target”, “opportunity”, “optimize”, “outlook”, “plan”, “potential”, “progress”, “prospective”, “schedule”, “target”, 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 MD&A, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth herein and in our most recently filed Annual Information Form and MD&A 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 the operational challenges at Fort Knox and Bald Mountain resulting from excessive rainfall, which can impact costs and/or production) and other or related natural disasters, labour disruptions (including but not limited to workforce reductions), supply disruptions, power disruptions, damage to equipment, pit wall slides (in particular that the effects of the pit wall slides at Fort Knox and Round Mountain are consistent with the Company’s expectations) 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 operation of the Tasiast Phase One expansion, and the development and operation of the 24k Project; operation of the SAG mill at Tasiast; land acquisitions and permitting for the construction and operation of the new tailings facility, water and power supply and continued operation of the tailings reprocessing facility at Paracatu; and the parliamentary ratification of the Chirano mining permit in a manner consistent with the Company’s expectations; (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 amendments to the mining laws, and potential power rationing and tailings facility regulations in Brazil, potential amendments to water laws and/or other water use restrictions and regulatory actions in Chile, new dam safety regulations, and potential amendments to minerals and mining laws and energy levies laws, and the enforcement of labour laws in Ghana, new regulations relating to work permits, potential amendments to customs and mining laws (including but not limited to amendments to the VAT) and the pending implementation of revisions to the tax code in Mauritania, and satisfactory resolution of the discussions with the Mauritanian government regarding the Company’s activities in Mauritania including those related to Tasiast Sud, VAT and fuel duty exonerations and the sharing of economic benefits from the operation, the European Union’s General Data Protection Regulation or similar legislation in other jurisdictions 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), and the impact of any trade tariffs being consistent with Kinross’ current expectations; (4) the completion of studies, including optimization studies, scoping studies and prefeasibility and feasibility studies, on the timelines currently expected and the results of those studies being consistent with Kinross’ current expectations, including the completion of the La Coipa feasibility study and the Lobo-Marte pre-feasibility study; (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), mine plans for the Company’s mining operations, and the Company’s internal models; (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 material amendment or formal dispute (including without limitation the application of tax, customs and duties exemptions and royalties); (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 our current credit ratings consistent with the Company’s current expectations; (15) that the Brazilian power plants will operate in a manner consistent with our current expectations; (16) that drawdown of funds under the Tasiast project financing will proceed in a manner consistent with our current expectations; (17) potential direct or indirect operational impacts resulting from infectious diseases or pandemics; and (18) litigation and regulatory proceedings and the potential ramifications thereof being concluded in a manner consistent with the Company’s expectations (including without limitation the ongoing litigation in Chile relating to the alleged damage of wetlands and the scope of any remediation plan or other environmental obligations arising therefrom, the ongoing litigation with the Russian tax authorities regarding dividend withholding tax and the ongoing Sunnyside litigation regarding potential CERCLA liability). 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 (any other similar restrictions or penalties) now or subsequently imposed, other actions taken, by, against, in respect of or 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, production royalties, 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

 

57


 

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, administrative orders 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, environmental litigation or regulatory proceedings 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 ratings; 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 in this MD&A are qualified by this cautionary statement 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 most recently filed Annual Information Form. 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.

 

Key Sensitivities

 

Approximately 70%-80% of the Company’s costs are denominated in U.S. dollars.

 

A 10% change in foreign currency exchange rates would be expected to result in an approximate $14 impact on production cost of sales per ounce2.

 

Specific to the Russian rouble, a 10% change in the exchange rate would be expected to result in an approximate $15 impact on Russian production cost of sales per ounce.

 

Specific to the Brazilian real, a 10% change in the exchange rate would be expected to result in an approximate $25 impact on Brazilian production cost of sales per ounce.

 

A $10 per barrel change in the price of oil would be expected to result in an approximate $4 impact on production cost of sales per ounce.

 

A $100 change in the price of gold would be expected to result in an approximate $4 impact on production cost of sales per ounce as a result of a change in royalties.

 

Other information

 

Where we say ‘‘we’’, ‘‘us’’, ‘‘our’’, the ‘‘Company’’, or ‘‘Kinross’’ in this MD&A, we mean Kinross Gold Corporation and/or one or more or all of its subsidiaries, as may be applicable.

 

The technical information about the Company’s mineral properties contained in this MD&A has been prepared under the supervision of Mr. John Sims, an officer of the Company who is a “qualified person” within the meaning of National Instrument 43-101.

 


2  Refers to all of the currencies in the countries where the Company has mining operations, fluctuating simultaneously by 10% in the same direction, either appreciating or depreciating, taking into consideration the impact of hedging and the weighting of each currency within our consolidated cost structure.

 

58


Exhibit 99.3

 

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS

 

The consolidated financial statements, the notes thereto, and other financial information contained in the Management’s Discussion and Analysis have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and are the responsibility of the management of Kinross Gold Corporation (the “Company”). The financial information presented elsewhere in the Management’s Discussion and Analysis is consistent with the data that is contained in the consolidated financial statements. The consolidated financial statements, where necessary, include amounts which are based on the best estimates and judgment of management.

 

In order to discharge management’s responsibility for the integrity of the financial statements, the Company maintains a system of internal accounting controls. These controls are designed to provide reasonable assurance that the Company’s assets are safeguarded, transactions are executed and recorded in accordance with management’s authorization, proper records are maintained and relevant and reliable financial information is produced.  These controls include maintaining quality standards in hiring and training of employees, policies and procedures manuals, a corporate code of conduct and ensuring that there is proper accountability for performance within appropriate and well-defined areas of responsibility. The system of internal controls is further supported by a compliance function, which is designed to ensure that we and our employees comply with securities legislation and conflict of interest rules.

 

The Board of Directors is responsible for overseeing management’s performance of its responsibilities for financial reporting and internal control. The Audit Committee, which is composed of non-executive directors, meets with management as well as the external auditors to ensure that management is properly fulfilling its financial reporting responsibilities to the Directors who approve the consolidated financial statements. The external auditors have full and unrestricted access to the Audit Committee to discuss the scope of their audits, the adequacy of the system of internal controls and review financial reporting issues.

 

The consolidated financial statements have been audited by KPMG LLP, the independent registered public accounting firm, in accordance with the standards of the Public Company Accounting Oversight Board (United States).

 

J. PAUL ROLLINSON

ANDREA S. FREEBOROUGH

President and Chief Executive Officer
Toronto, Canada
February 12, 2020

Senior Vice-President and Chief Financial Officer
Toronto, Canada
February 12, 2020

 

1


 

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

The management of Kinross Gold Corporation (“Kinross”) is responsible for establishing and maintaining adequate internal control over financial reporting, and have designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

 

Management has used the Internal Control—Integrated Framework (2013) to evaluate the effectiveness of internal control over financial reporting, which is a recognized and suitable framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

 

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management has evaluated the design and operation of Kinross’ internal control over financial reporting as of December 31, 2019, and has concluded that such internal control over financial reporting is effective.

 

The effectiveness of Kinross’ internal control over financial reporting as of December 31, 2019 has been audited by KPMG LLP, the independent registered public accounting firm, as stated in their report that appears herein.

 

J. PAUL ROLLINSON

ANDREA S. FREEBOROUGH

President and Chief Executive Officer
Toronto, Canada
February 12, 2020

Senior Vice-President and Chief Financial Officer
Toronto, Canada
February 12, 2020

 

2


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Directors of Kinross Gold Corporation:

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheets of Kinross Gold Corporation (the Company) as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), cash flows, and equity for each of the years then ended and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and its financial performance and its cash flows for each of the years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 12, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Assessment of the carrying value of property, plant and equipment of the Tasiast cash generating unit

 

As discussed in Notes 3, 5, 7 and 8 to the consolidated financial statements, the carrying value of the Company’s property, plant and equipment was $6,340.0 million as at December 31, 2019.  During 2019, the Company determined the decision to discontinue a project to increase throughput capacity to 30,000 tonnes per day and instead proceed with a project to increase throughput capacity to 24,000 tonnes per day at the Tasiast cash generating unit was an indicator of impairment or impairment reversal. The Company estimated the recoverable amount of the Tasiast cash generating unit using the Technical Report released on October 31, 2019 and updated macro-economic assumptions as at December 31, 2019 and an impairment reversal of $161.1 million was recorded.

 

We identified the assessment of the carrying value of property, plant and equipment of the Tasiast cash generating unit as a critical audit matter because the estimated future cash flows used to estimate the recoverable amount were challenging to assess. Significant assumptions were the estimated future gold prices, production levels, and costs used to determine the future cash flows as well as the assumptions made with respect to various fiscal matters currently being discussed with the Government of Mauritania. Minor changes in any of these assumptions had a significant effect on the determination of the estimated recoverable amount.

 

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s impairment assessment process. This included controls over the determination of future cash flows in the life-of-mine model used to estimate the recoverable amount of the Tasiast cash generating unit and the development of the significant assumptions.  We involved valuation professionals with specialized skill and knowledge, who assisted in evaluating the future gold prices by comparing to third party estimates.  We evaluated the Company’s assessment as to the impact of ongoing discussions with the Government of Mauritania with respect to fiscal matters included in the determination of future cash flows.  We compared estimated production levels to the Technical Report.  We compared the future costs to the Technical Report and to actual historical costs incurred.

 

Evaluation of uncertain income tax positions

 

As discussed in Notes 17 and 19 to the consolidated financial statements, the Company operates in multiple taxation jurisdictions.  International income tax matters involve significant judgment due to the complexity of varying income tax legislation in these jurisdictions and regulatory requirements.  Income tax legislation is subject to interpretation and it may be uncertain that an income tax filing position taken by the Company will be sustained upon review by the taxation authorities.

 

We identified the evaluation of uncertain income tax positions as a critical audit matter. Complex auditor judgment was required to evaluate the Company’s interpretation of, and compliance with, income tax law in the relevant jurisdictions and the estimate of the ultimate resolution of its income tax filing positions.

 

3


 

The primary procedures we performed to address this critical audit matter included the following.  We tested certain internal controls over the Company’s interpretation of tax law and determination of the accounting for uncertain income tax positions.  We involved taxation professionals with specialized skill and knowledge, who assisted in:

 

·                  evaluating the Company’s interpretations of tax laws;

 

·                  assessing the Company’s tax positions; and

 

·                  obtaining and reading opinions provided by independent tax and legal experts related to the Company’s assessment of the income tax positions recorded in certain jurisdictions.

 

Assessment of the provision for reclamation and remediation obligations

 

As discussed in Note 13 to the consolidated financial statements, as at December 31, 2019 the provision for reclamation and remediation obligations amounted to $866.1 million.  The provision is determined using estimates of the nature, timing and amount of future costs to be incurred to reclaim the mine sites, future inflation and foreign exchange rates, and discount rates.  These assumptions are subject to change as a result of continued mining, reclamation being undertaken and regulatory changes

 

We identified the assessment of the provision for reclamation and remediation obligations as a critical audit matter due to the subjective judgment involved in assessing the amount of the provision. Significant assumptions were future inflation and foreign exchange rates as well as discount rates.  These assumptions are challenging to evaluate as minor changes in these assumptions have a significant effect on the Company’s determination of the provision for reclamation and remediation obligations.

 

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s determination of the accounting for the provision for reclamation and remediation obligations and the development of the significant assumptions. We involved valuation professionals with specialized skill and knowledge, who assisted in evaluating the future inflation and foreign exchange rates as well as the discount rates used to determine the amount of the provision by comparing to third party sources.   We assessed certain elements of the future costs to be incurred to reclaim the mine sites by comparing to third party information as well as recent rehabilitation activities.

 

 

Chartered Professional Accountants, Licensed Public Accountants

 

We have served as the Company’s auditor since 2005.

 

Toronto, Canada

February 12, 2020

 

4


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Directors of Kinross Gold Corporation:

 

Opinion on Internal Control Over Financial Reporting

 

We have audited Kinross Gold Corporation’s internal control over financial reporting as of December 31, 2019, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, Kinross Gold Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), cash flows, and equity for each of the years then ended, and the related notes (collectively, the consolidated financial statements), and our report dated February 12, 2020 expressed an unqualified opinion on those consolidated financial statements.

 

Basis for Opinion

 

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

Definition and Limitations of Internal Control Over Financial Reporting

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

 

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Canada

February 12, 2020

 

5


 

KINROSS GOLD CORPORATION

CONSOLIDATED BALANCE SHEETS

(expressed in millions of United States dollars, except share amounts)

 

 

 

 

 

As at

 

 

 

 

 

December 31,

 

December 31,

 

 

 

 

 

2019

 

2018

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

Note 7

 

$

575.1

 

$

349.0

 

Restricted cash

 

Note 7

 

15.2

 

12.7

 

Accounts receivable and other assets

 

Note 7

 

130.2

 

101.4

 

Current income tax recoverable

 

 

 

43.2

 

79.0

 

Inventories

 

Note 7

 

1,053.8

 

1,052.0

 

Unrealized fair value of derivative assets

 

Note 10

 

7.2

 

3.8

 

 

 

 

 

1,824.7

 

1,597.9

 

Non-current assets

 

 

 

 

 

 

 

Property, plant and equipment

 

Note 7

 

6,340.0

 

5,519.1

 

Goodwill

 

Note 7

 

158.8

 

162.7

 

Long-term investments

 

Note 7

 

126.2

 

155.9

 

Investment in joint venture

 

Note 9

 

18.4

 

18.3

 

Unrealized fair value of derivative assets

 

Note 10

 

4.5

 

0.8

 

Other long-term assets

 

Note 7

 

568.2

 

564.1

 

Deferred tax assets

 

Note 17

 

35.2

 

45.0

 

Total assets

 

 

 

$

9,076.0

 

$

8,063.8

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

Note 7

 

$

469.3

 

$

465.9

 

Current income tax payable

 

 

 

68.0

 

21.7

 

Current portion of provisions

 

Note 13

 

57.9

 

72.6

 

Other current liabilities

 

Note 7

 

20.3

 

52.2

 

 

 

 

 

615.5

 

612.4

 

Non-current liabilities

 

 

 

 

 

 

 

Long-term debt and credit facilities

 

Note 12

 

1,837.4

 

1,735.0

 

Provisions

 

Note 13

 

838.6

 

816.4

 

Long-term lease liabilities

 

 

 

38.9

 

 

Unrealized fair value of derivative liabilities

 

Note 10

 

0.8

 

9.6

 

Other long-term liabilities

 

 

 

107.7

 

97.9

 

Deferred tax liabilities

 

Note 17

 

304.5

 

265.2

 

Total liabilities

 

 

 

$

3,743.4

 

$

3,536.5

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

Common shareholders’ equity

 

 

 

 

 

 

 

Common share capital

 

Note 14

 

$

14,926.2

 

$

14,913.4

 

Contributed surplus

 

 

 

242.1

 

239.8

 

Accumulated deficit

 

 

 

(9,829.4

)

(10,548.0

)

Accumulated other comprehensive income (loss)

 

Note 7

 

(20.4

)

(98.5

)

Total common shareholders’ equity

 

 

 

5,318.5

 

4,506.7

 

Non-controlling interest

 

 

 

14.1

 

20.6

 

Total equity

 

 

 

$

5,332.6

 

$

4,527.3

 

Commitments and contingencies

 

Note 19

 

 

 

 

 

Subsequent events

 

Notes 6 and 12

 

 

 

 

 

Total liabilities and equity

 

 

 

$

9,076.0

 

$

8,063.8

 

 

 

 

 

 

 

 

 

Common shares

 

 

 

 

 

 

 

Authorized

 

 

 

Unlimited

 

Unlimited

 

Issued and outstanding

 

Note 14

 

1,253,765,724

 

1,250,228,821

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

Signed on behalf of the Board:

 

John A. Brough

Kerry D. Dyte

Director

Director

 

6


 

KINROSS GOLD CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(expressed in millions of United States dollars, except share and per share amounts)

 

 

 

 

 

Years ended

 

 

 

 

 

December 31,

 

December 31,

 

 

 

 

 

2019

 

2018

 

Revenue

 

 

 

 

 

 

 

Metal sales

 

 

 

$

3,497.3

 

$

3,212.6

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

 

 

 

 

 

Production cost of sales

 

 

 

1,778.9

 

1,860.5

 

Depreciation, depletion and amortization

 

 

 

731.3

 

772.4

 

Reversals of impairment charges

 

Note 8

 

(361.8

)

 

Total cost of sales

 

 

 

2,148.4

 

2,632.9

 

Gross profit

 

 

 

1,348.9

 

579.7

 

Other operating expense

 

Note 7

 

108.5

 

137.0

 

Exploration and business development

 

 

 

113.5

 

109.2

 

General and administrative

 

 

 

135.8

 

133.0

 

Operating earnings

 

 

 

991.1

 

200.5

 

Other income - net

 

Note 7

 

72.6

 

3.2

 

Equity in earnings (losses) of joint ventures - net

 

Note 9

 

0.1

 

(0.3

)

Finance income

 

 

 

7.9

 

11.0

 

Finance expense

 

Note 7

 

(107.9

)

(101.2

)

Earnings before tax

 

 

 

963.8

 

113.2

 

Income tax expense - net

 

Note 17

 

(246.7

)

(138.8

)

Net earnings (loss)

 

 

 

$

717.1

 

$

(25.6

)

Net earnings (loss) attributable to:

 

 

 

 

 

 

 

Non-controlling interest

 

 

 

$

(1.5

)

$

(2.0

)

Common shareholders

 

 

 

$

718.6

 

$

(23.6

)

 

 

 

 

 

 

 

 

Earnings (loss) per share attributable to common shareholders

 

 

 

 

 

 

 

Basic

 

 

 

$

0.57

 

$

(0.02

)

Diluted

 

 

 

$

0.57

 

$

(0.02

)

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding (millions)

 

Note 16

 

 

 

 

 

Basic

 

 

 

1,252.3

 

1,249.5

 

Diluted

 

 

 

1,262.3

 

1,249.5

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

7


 

KINROSS GOLD CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(expressed in millions of United States dollars)

 

 

 

 

 

Years ended

 

 

 

 

 

December 31,

 

December 31,

 

 

 

 

 

2019

 

2018

 

Net earnings (loss)

 

 

 

$

717.1

 

$

(25.6

)

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

Note 7

 

 

 

 

 

Items that will not be reclassified to profit or loss:

 

 

 

 

 

 

 

Equity investments at fair value through other comprehensive income (“FVOCI”) - net change in fair value(a)

 

 

 

49.0

 

(25.8

)

 

 

 

 

 

 

 

 

Items that are or may be reclassified to profit or loss in subsequent periods:

 

 

 

 

 

 

 

Cash flow hedges - effective portion of changes in fair value(b)

 

 

 

23.6

 

(47.9

)

Cash flow hedges - reclassified to profit or loss(c)

 

 

 

5.5

 

(9.1

)

 

 

 

 

78.1

 

(82.8

)

Total comprehensive income (loss)

 

 

 

$

795.2

 

$

(108.4

)

 

 

 

 

 

 

 

 

Attributable to non-controlling interest

 

 

 

$

(1.5

)

$

(2.0

)

Attributable to common shareholders

 

 

 

$

796.7

 

$

(106.4

)

 


(a)         Net of tax expense (recovery) of $0.3 million (2018 - $(0.3) million).

 

(b)         Net of tax expense (recovery) of $4.5 million (2018 - $(20.9) million).

 

(c)          Net of tax expense of $3.2 million (2018 - $0.2 million).

 

The accompanying notes are an integral part of these consolidated financial statements.

 

8


 

KINROSS GOLD CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(expressed in millions of United States dollars)

 

 

 

Years ended

 

 

 

December 31,

 

December 31,

 

 

 

2019

 

2018

 

Net inflow (outflow) of cash related to the following activities:

 

 

 

 

 

Operating:

 

 

 

 

 

Net earnings (loss)

 

$

717.1

 

$

(25.6

)

Adjustments to reconcile net earnings (loss) to net cash provided from operating activities:

 

 

 

 

 

Depreciation, depletion and amortization

 

731.3

 

772.4

 

Gain on disposition of associate and other interests - net

 

 

(2.1

)

Reversals of impairment charges

 

(361.8

)

 

Equity in (earnings) losses of joint ventures - net

 

(0.1

)

0.3

 

Share-based compensation expense

 

14.3

 

14.6

 

Finance expense

 

107.9

 

101.2

 

Deferred tax expense

 

41.1

 

8.9

 

Foreign exchange (gains) losses and other

 

(53.1

)

12.5

 

Reclamation recovery

 

(11.9

)

(8.0

)

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable and other assets

 

(64.5

)

(22.7

)

Inventories

 

53.8

 

(5.7

)

Accounts payable and accrued liabilities

 

165.9

 

69.8

 

Cash flow provided from operating activities

 

1,340.0

 

915.6

 

Income taxes paid

 

(115.1

)

(126.9

)

Net cash flow provided from operating activities

 

1,224.9

 

788.7

 

Investing:

 

 

 

 

 

Additions to property, plant and equipment

 

(1,105.2

)

(1,043.4

)

Acquisitions

 

(30.0

)

(304.2

)

Net proceeds from the sale of (additions to) long-term investments and other assets

 

71.6

 

(52.9

)

Net proceeds from the sale of property, plant and equipment

 

31.9

 

6.4

 

Increase in restricted cash

 

(2.5

)

(0.6

)

Interest received and other - net

 

7.6

 

7.7

 

Net cash flow used in investing activities

 

(1,026.6

)

(1,387.0

)

Financing:

 

 

 

 

 

Proceeds from drawdown of debt

 

300.0

 

80.0

 

Repayment of debt

 

(200.0

)

(80.0

)

Payment of lease liabilities

 

(14.3

)

 

Interest paid

 

(55.6

)

(57.9

)

Dividends paid to non-controlling interest

 

(5.0

)

(13.0

)

Other - net

 

 

(1.7

)

Net cash flow provided from (used in) financing activities

 

25.1

 

(72.6

)

Effect of exchange rate changes on cash and cash equivalents

 

2.7

 

(5.9

)

Increase (decrease) in cash and cash equivalents

 

226.1

 

(676.8

)

Cash and cash equivalents, beginning of period

 

349.0

 

1,025.8

 

Cash and cash equivalents, end of period

 

$

575.1

 

$

349.0

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

9


 

KINROSS GOLD CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY

(expressed in millions of United States dollars)

 

 

 

Years ended

 

 

 

December 31,

 

December 31,

 

 

 

2019

 

2018

 

Common share capital

 

 

 

 

 

Balance at the beginning of the period

 

$

14,913.4

 

$

14,902.5

 

Transfer from contributed surplus on exercise of restricted shares

 

5.3

 

10.0

 

Options exercised, including cash

 

7.5

 

0.9

 

Balance at the end of the period

 

$

14,926.2

 

$

14,913.4

 

 

 

 

 

 

 

Contributed surplus

 

 

 

 

 

Balance at the beginning of the period

 

$

239.8

 

$

240.7

 

Share-based compensation

 

14.3

 

14.6

 

Transfer of fair value of exercised options and restricted shares

 

(12.0

)

(15.5

)

Balance at the end of the period

 

$

242.1

 

$

239.8

 

 

 

 

 

 

 

Accumulated deficit

 

 

 

 

 

Balance at the beginning of the period

 

$

(10,548.0

)

$

(10,580.7

)

Adjustment on initial application of IFRS 9

 

 

56.3

 

Adjusted balance at the beginning of the period

 

$

(10,548.0

)

$

(10,524.4

)

Net earnings (loss) attributable to common shareholders

 

718.6

 

(23.6

)

Balance at the end of the period

 

$

(9,829.4

)

$

(10,548.0

)

 

 

 

 

 

 

Accumulated other comprehensive income (loss)

 

 

 

 

 

Balance at the beginning of the period

 

$

(98.5

)

$

21.1

 

Adjustment on initial application of IFRS 9

 

 

(56.3

)

Adjusted balance at the beginning of the period

 

$

(98.5

)

$

(35.2

)

Other comprehensive income (loss), net of tax

 

78.1

 

(82.8

)

Losses on cash flow hedges transferred to cost of non-financial assets

 

 

19.5

 

Balance at the end of the period

 

$

(20.4

)

$

(98.5

)

Total accumulated deficit and accumulated other comprehensive income (loss)

 

$

(9,849.8

)

$

(10,646.5

)

 

 

 

 

 

 

Total common shareholders’ equity

 

$

5,318.5

 

$

4,506.7

 

 

 

 

 

 

 

Non-controlling interest

 

 

 

 

 

Balance at the beginning of the period

 

$

20.6

 

$

35.6

 

Net loss attributable to non-controlling interest

 

(1.5

)

(2.0

)

Dividends paid to non-controlling interest

 

(5.0

)

(13.0

)

Balance at the end of the period

 

$

14.1

 

$

20.6

 

Total equity

 

$

5,332.6

 

$

4,527.3

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

10


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

1.                                            DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

 

Kinross Gold Corporation and its subsidiaries and joint arrangements (collectively, “Kinross” or the “Company”) are engaged in gold mining and related activities, including exploration and acquisition of gold-bearing properties, extraction and processing of gold-containing ore and reclamation of gold mining properties. Kinross Gold Corporation, the ultimate parent, is a public company incorporated and domiciled in Canada with its registered office at 25 York Street, 17th floor, Toronto, Ontario, Canada, M5J 2V5. Kinross’ gold production and exploration activities are carried out principally in Canada, the United States, the Russian Federation, Brazil, Chile, Ghana and Mauritania. Gold is produced in the form of doré, which is shipped to refineries for final processing. Kinross also produces and sells a quantity of silver. The Company is listed on the Toronto Stock Exchange and the New York Stock Exchange.

 

The consolidated financial statements of the Company for the year ended December 31, 2019 were authorized for issue in accordance with a resolution of the Board of Directors on February 12, 2020.

 

2.                                            BASIS OF PRESENTATION

 

These consolidated financial statements for the year ended December 31, 2019 (“financial statements”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

These financial statements were prepared on a going concern basis under the historical cost method except for certain financial assets and liabilities which are measured at fair value. The Company’s significant accounting policies are presented in Note 3 and have been consistently applied in each of the periods presented other than as noted in Note 4. Significant accounting estimates, judgments and assumptions used or exercised by management in the preparation of these financial statements are presented in Note 5.

 

11


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

3.                                            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

i.  Principles of consolidation

 

The significant mining properties and entities of Kinross are listed below. All operating activities involve gold mining and exploration. Each of the significant entities has a December 31 year-end.

 

 

 

 

 

 

 

As at

 

 

 

 

 

 

 

December 31,

 

December 31,

 

Entity

 

Property/ Segment

 

Location

 

2019

 

2018

 

Subsidiaries:

 

 

 

 

 

 

 

 

 

(Consolidated)

 

 

 

 

 

 

 

 

 

Fairbanks Gold Mining, Inc.

 

Fort Knox

 

USA

 

100

%

100

%

Kinross Brasil Mineração S.A. (“KBM”)

 

Paracatu

 

Brazil

 

100

%

100

%

Compania Minera Maricunga (“CMM”)

 

Maricunga and Lobo-Marte / Maricunga and Corporate and Other

 

Chile

 

100

%

100

%

Compania Minera Mantos de Oro (“MDO”)

 

La Coipa / Corporate and Other

 

Chile

 

100

%

100

%

Echo Bay Minerals Company

 

Kettle River - Buckhorn / Corporate and Other

 

USA

 

100

%

100

%

Chukotka Mining and Geological Company

 

Kupol

 

Russian Federation

 

100

%

100

%

Northern Gold LLC

 

Dvoinoye/ Kupol

 

Russian Federation

 

100

%

100

%

Tasiast Mauritanie Ltd. S.A.

 

Tasiast

 

Mauritania

 

100

%

100

%

Chirano Gold Mines Ltd.(a)

 

Chirano

 

Ghana

 

90

%

90

%

KG Mining (Bald Mountain) Inc. (“KGBM”)

 

Bald Mountain

 

USA

 

100

%

100

%

Round Mountain Gold Corporation /

 

Round Mountain

 

USA

 

100

%

100

%

KG Mining (Round Mountain) Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest in joint venture:

 

 

 

 

 

 

 

 

 

(Equity accounted)

 

 

 

 

 

 

 

 

 

Sociedad Contractual Minera Puren

 

Puren / Corporate and Other

 

Chile

 

65

%

65

%

 


(a)         The Company holds a 90% interest in Chirano Gold Mines Ltd. with the Government of Ghana having the right to the remaining 10% interest.

 

12


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

(a)         Subsidiaries

 

Subsidiaries are entities controlled by the Company. Control exists when an investor is exposed, or has rights, to variable returns from its involvement with an investee and has the ability to affect those returns through its power over the investee. Subsidiaries are included in the consolidated financial statements from the date control is obtained until the date control ceases. Where the Company’s interest in a subsidiary is less than 100%, the Company recognizes non-controlling interests.  All intercompany balances, transactions, income, expenses, profits and losses, including unrealized gains and losses have been eliminated on consolidation.

 

(b)         Joint Arrangements

 

The Company conducts a portion of its business through joint arrangements where the parties are bound by contractual arrangements establishing joint control and requiring unanimous consent of each of the parties regarding those activities that significantly affect the returns of the arrangement. The Company’s interest in a joint arrangement is classified as either a joint operation or a joint venture depending on its rights and obligations in the arrangement. In a joint operation, the Company has rights to its share of the assets, and obligations for its share of the liabilities, of the joint arrangement, while in a joint venture, the Company has rights to its share of the net assets of the joint arrangement. For a joint operation, the Company recognizes in the consolidated financial statements, its share of the assets, liabilities, revenue, and expenses of the joint arrangement, while for a joint venture, the Company recognizes its investment in the joint arrangement using the equity method of accounting in the consolidated financial statements.

 

(c)          Associates

 

Associates are entities, including unincorporated entities such as partnerships, over which the Company has significant influence and that are neither subsidiaries nor interests in joint arrangements. Significant influence is the ability to participate in the financial and operating policy decisions of the investee without having control or joint control over those policies. In general, significant influence is presumed to exist when the Company has between 20% and 50% of voting power. Significant influence may also be evidenced by factors such as the Company’s representation on the board of directors, participation in policy-making of the investee, material transactions with the investee, interchange of managerial personnel, or the provision of essential technical information. Associates are equity accounted for from the effective date of commencement of significant influence to the date that the Company ceases to have significant influence.

 

Results of associates are equity accounted for using the results of their most recent annual financial statements or interim financial statements, as applicable. Losses from associates are recognized in the consolidated financial statements until the interest in the associate is written down to nil. Thereafter, losses are recognized only to the extent that the Company is committed to providing financial support to such associates.

 

The carrying value of the investment in an associate represents the cost of the investment, including goodwill, a share of the post-acquisition retained earnings and losses, accumulated other comprehensive income (“AOCI”) and any impairment losses. At the end of each reporting period, the Company assesses whether there is any objective evidence that its investments in associates are impaired.

 

ii.  Functional and presentation currency

 

The functional and presentation currency of the Company is the United States dollar.

 

Transactions denominated in foreign currencies are translated into the United States dollar as follows:

 

·                  Monetary assets and liabilities are translated at the rates of exchange on the consolidated balance sheet date;

 

·                  Non-monetary assets and liabilities are translated at historical exchange rates prevailing at each transaction date;

 

·                  Revenue and expenses are translated at the exchange rate at the date of the transaction, except depreciation, depletion and amortization, which are translated at the rates of exchange applicable to the related assets, and share-based compensation expense, which is translated at the rates of exchange applicable on the date of grant of the share-based compensation; and

 

·                  Exchange gains and losses on translation are included in earnings.

 

When the gain or loss on certain non-monetary items, such as long-term investments classified as and measured at FVOCI, is recognized in other comprehensive income (“OCI”), the related translation differences are also recognized in OCI.

 

13


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

iii.  Cash and cash equivalents

 

Cash and cash equivalents include cash and highly liquid investments with a maturity of three months or less at the date of acquisition. Restricted cash is cash held in banks that is not available for general corporate use. Cash and cash equivalents, and restricted cash are classified as and measured at amortized cost.

 

iv.  Short-term investments

 

Short-term investments include short-term money market instruments with terms to maturity at the date of acquisition of between three and twelve months. The carrying value of short-term investments is equal to cost and accrued interest.  Short-term investments are classified as and measured at amortized cost.

 

v.  Long-term investments

 

Investments in entities that are not subsidiaries, joint operations, joint ventures or investments in associates are designated as financial assets at FVOCI. These equity investments are measured at fair value on acquisition and at each reporting date, with all realized and unrealized gains and losses recorded permanently in AOCI.

 

vi.  Inventories

 

Inventories consisting of metal in circuit ore, metal in-process and finished metal are valued at the lower of cost or net realizable value (“NRV”). NRV is calculated as the difference between the estimated gold prices based on prevailing and long-term metal prices and estimated costs to complete production into a saleable form and estimated costs to sell.

 

Metal in circuit is comprised of ore in stockpiles and ore on heap leach pads. Ore in stockpiles is coarse ore that has been extracted from the mine and is available for further processing. Costs are added to stockpiles based on the current mining cost per tonne and removed at the average cost per tonne. Costs are added to ore on the heap leach pads based on current mining costs and removed from the heap leach pads as ounces are recovered, based on the average cost per recoverable ounce of gold on the leach pad. Ore in stockpiles not expected to be processed in the next twelve months is classified as long-term.

 

The quantities of recoverable gold placed on the leach pads are reconciled by comparing the grades of ore placed on the leach pads to the quantities of gold actually recovered (metallurgical balancing); however, the nature of the leaching process inherently limits the ability to precisely monitor inventory levels. As a result, the metallurgical balancing process is constantly monitored and the engineering estimates are refined based on actual results over time. Variances between actual and estimated quantities resulting from changes in assumptions and estimates that do not result in write downs to NRV are accounted for on a prospective basis. The ultimate actual recovery of gold from a leach pad will not be known until the leaching process has concluded. In the event that the Company determines, based on engineering estimates, that a quantity of gold contained in ore on leach pads is to be recovered over a period exceeding twelve months, that portion is classified as long-term.

 

In-process inventories represent materials that are in the process of being converted to a saleable product.

 

Materials and supplies are valued at the lower of average cost and NRV.

 

Write-downs of inventory are recognized in the consolidated statement of operations in the current period. The Company reverses inventory write downs in the event that there is a subsequent increase in NRV.

 

vii.  Borrowing costs

 

Borrowing costs are generally expensed as incurred except where they relate to the financing of qualifying assets that require a substantial period of time to get ready for their intended use. Qualifying assets include the cost of developing mining properties and constructing new facilities. Borrowing costs related to qualifying assets are capitalized up to the date when the asset is ready for its intended use.

 

Where funds are borrowed specifically to finance a project, the amount capitalized represents the actual borrowing costs incurred net of any investment income earned on the investment of those borrowings. Where the funds used to finance a project form part of general borrowings, the amount capitalized is calculated using a weighted average of rates applicable to relevant general borrowings of the Company during the period.

 

14


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

viii.  Business combinations

 

A business combination is a transaction or other event in which control over one or more businesses is obtained. A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits. A business consists of inputs and processes applied to those inputs that have the ability to create outputs that provide a return to the Company and its shareholders. A business need not include all of the inputs and processes that were used by the acquiree to produce outputs if the business can be integrated with the inputs and processes of the Company to continue to produce outputs. If the integrated set of activities and assets is in the exploration and development stage, and thus, may not have outputs, the Company considers other factors to determine whether the set of activities and assets is a business. Those factors include, but are not limited to, whether the set of activities and assets:

 

·                  has begun planned principal activities;

 

·                  has employees, intellectual property and other inputs and processes that could be applied to those inputs;

 

·                  is pursuing a plan to produce outputs; and

 

·                  will be able to obtain access to customers that will purchase the outputs.

 

Not all of the above factors need to be present for a particular integrated set of activities and assets in the development stage to qualify as a business.

 

Business acquisitions are accounted for using the acquisition method whereby acquired assets and liabilities are recorded at fair value as of the date of acquisition with the excess of the purchase consideration over such fair value being recorded as goodwill and allocated to cash generating units (“CGUs”). Non-controlling interest in an acquisition may be measured at either fair value or at the non-controlling interest’s proportionate share of the fair value of the acquiree’s net identifiable assets.

 

If the fair value of the net assets acquired exceeds the purchase consideration, the difference is recognized immediately as a gain in the consolidated statement of operations.

 

Where a business combination is achieved in stages, previously held equity interests in the acquiree are re-measured at their acquisition-date fair value and any resulting gain or loss is recognized in the consolidated statement of operations.

 

Acquisition related costs are expensed during the period in which they are incurred, except for the cost of debt or equity instruments issued in relation to the acquisition which is included in the carrying amount of the related instrument.

 

Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process.  Where provisional values are used in accounting for a business combination, they are adjusted retrospectively in subsequent periods. However, the measurement period will not exceed one year from the acquisition date.

 

If the assets acquired are not a business, the transaction is accounted for as an asset acquisition.

 

ix.  Goodwill

 

Business acquisitions are accounted for using the acquisition method whereby acquired assets and liabilities are recorded at fair value as of the date of acquisition with the excess of the acquisition amount over such fair value being recorded as goodwill and allocated to CGUs. CGUs are the smallest identifiable group of assets, liabilities and associated goodwill that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Each individual mineral property that is an operating or development stage mine is typically a CGU.

 

Goodwill arises principally because of the following factors: (1) the going concern value of the Company’s capacity to sustain and grow by replacing and augmenting mineral reserves through completely new discoveries; (2) the ability to capture buyer-specific synergies arising upon a transaction; (3) the optionality (real option value associated with the portfolio of acquired mines as well as each individual mine) to develop additional higher-cost mineral reserves, to intensify efforts to develop the more promising acquired properties and to reduce efforts at developing the less promising acquired properties in the future  (this optionality may result from changes in the overall economics of an individual mine or a portfolio of mines, largely driven by changes in the gold price); and (4) the requirement to record a deferred tax liability for the difference between the assigned values and the tax bases of the assets acquired and liabilities assumed in a business combination.

 

15


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

x.  Exploration and evaluation (“E&E”) costs

 

Exploration and evaluation costs are those costs required to find a mineral property and determine its commercial viability.  E&E costs include costs to establish an initial mineral resource and determine whether inferred mineral resources can be upgraded to measured and indicated mineral resources and whether measured and indicated mineral resources can be converted to proven and probable reserves.

 

E&E costs consist of:

 

·                  gathering exploration data through topographical and geological studies;

 

·                  exploratory drilling, trenching and sampling;

 

·                  determining the volume and grade of the resource;

 

·                  test work on geology, metallurgy, mining, geotechnical and environmental; and

 

·                  conducting engineering, marketing and financial studies.

 

Project costs in relation to these activities are expensed as incurred until such time as the Company expects that mineral resources will be converted to mineral reserves within a reasonable period. Thereafter, costs for the project are capitalized prospectively as capitalized exploration and evaluation costs in property, plant and equipment.

 

The Company also recognizes E&E costs as assets when acquired as part of a business combination, or asset purchase. These assets are recognized at fair value. Acquired E&E costs consist of the fair value of:

 

·                  estimated potential ounces, and

 

·                  exploration properties.

 

Acquired or capitalized E&E costs for a project are classified as such until the project demonstrates technical feasibility and commercial viability. Upon demonstrating technical feasibility and commercial viability, and subject to an impairment analysis, capitalized E&E costs are transferred to capitalized development costs within property, plant and equipment.  Technical feasibility and commercial viability generally coincides with the establishment of proven and probable mineral reserves; however, this determination may be impacted by management’s assessment of certain modifying factors including: legal, environmental, social and governmental factors.

 

xi.  Property, plant and equipment

 

Property, plant and equipment are recorded at cost and carried net of accumulated depreciation, depletion and amortization and accumulated impairment losses. The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into operation, the estimate of reclamation and remediation costs, and, for qualifying assets, capitalized borrowing costs.

 

Costs to acquire mineral properties are capitalized and represent the property’s fair value at the time it was acquired, either as an individual asset purchase or as part of a business combination.

 

Interest expense attributable to the cost of developing mining properties and to constructing new facilities is capitalized until assets are ready for their intended use.

 

Acquired or capitalized E&E costs may be included within mineral interests in development and operating properties or pre-development properties depending upon the nature of the property to which the costs relate.

 

Repairs and maintenance costs are expensed as incurred. However, expenditures on major maintenance rebuilds or overhauls are capitalized when it is probable that the expenditures will extend the productive capacity or useful life of an asset.

 

(a)         Asset categories

 

The Company categorizes property, plant and equipment based on the type of asset and/or the stage of operation or development of the property.

 

Land, plant and equipment includes land, mobile and stationary equipment, and refining and processing facilities for all properties regardless of their stage of development or operation.

 

16


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

Mineral interests consist of:

 

·                  Development and operating properties, which include capitalized development and stripping costs, cost of assets under construction, E&E costs and mineral interests for those properties currently in operation, for which development has commenced, or for which proven and probable reserves have been declared; and

 

·                  Pre-development properties, which include E&E costs and mineral interests for those properties for which development has not commenced.

 

(b)         Depreciation, depletion and amortization

 

For plant and other facilities, stripping costs, reclamation and remediation costs, production stage mineral interests and plant expansion costs, the Company uses the units-of-production (“UOP”) method for determining depreciation, depletion and amortization, net of residual value. The expected useful lives used in the UOP calculations are determined based on the facts and circumstances associated with the mineral interest. The Company evaluates the proven and probable reserves at least on an annual basis and adjusts the UOP calculation to correspond with the changes in reserves. The expected useful life used in determining UOP does not exceed the estimated life of the ore body based on recoverable ounces to be mined from estimated proven and probable reserves. Any changes in estimates of useful lives are accounted for prospectively from the date of the change.

 

Stripping and other costs incurred in a pit expansion are capitalized and amortized using the UOP method based on recoverable ounces to be mined from estimated proven and probable reserves contained in the pit expansion.

 

Land is not depreciated.

 

Mobile and other equipment are depreciated, net of residual value, using the straight-line method, over the estimated useful life of the asset. Useful lives for mobile and other equipment range from 2 to 10 years, but do not exceed the related estimated mine life based on proven and probable reserves.

 

The Company reviews useful lives and estimated residual values of its property, plant and equipment annually.

 

Acquired or capitalized E&E costs and assets under construction are not depreciated. These assets are depreciated when they are ready for their intended use.

 

(c)          Derecognition

 

The carrying amount of an item of property, plant and equipment is derecognized on disposal of the asset or when no future economic benefits are expected to accrue to the Company from its continued use. Any gain or loss arising on derecognition is included in the consolidated statement of operations in the period in which the asset is derecognized. The gain or loss is determined as the difference between the carrying value and the net proceeds on the sale of the assets, if any, at the time of disposal.

 

xii.  Valuation of Goodwill and Long-lived Assets

 

Goodwill is tested for impairment on an annual basis as at December 31, and at any other time if events or changes in circumstances indicate that the recoverable amount of a CGU containing goodwill has been reduced below its carrying amount.

 

The carrying value of property, plant and equipment is reviewed each reporting period to determine whether there is any indication of impairment or reversal of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. In addition, capitalized E&E costs are assessed for impairment upon demonstrating the technical feasibility and commercial viability of a project. For such non-current assets, the recoverable amount is determined for an individual asset unless the asset does not generate cash inflows that are independent of those generated from other assets or groups of assets, in which case, the individual assets are grouped together into CGUs for impairment testing purposes.

 

If the carrying amount of the CGU or asset exceeds its recoverable amount, an impairment is considered to exist and an impairment loss is recognized in the consolidated statement of operations to reduce the CGU or asset’s carrying value to its recoverable amount.

 

For property, plant and equipment and other long-lived assets, a previously recognized impairment loss is reversed if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited to the carrying value that would have been determined, net of any applicable depreciation, had no impairment charge been recognized previously.

 

17


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

The recoverable amount of a CGU or asset is the higher of its fair value less cost of disposal and its value in use.

 

Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. Fair value for mineral assets is generally determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset, including any expansion prospects, and its eventual disposal, using assumptions that an independent market participant may take into account. These cash flows are discounted by an appropriate discount rate to arrive at a net present value or net asset value (“NAV”) of the asset.

 

Value in use is determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset in its present form and its eventual disposal. Value in use is determined by applying assumptions specific to the Company’s continued use of the asset and does not take into account assumptions of significant future enhancements of an asset’s performance or capacity to which the Company is not committed.

 

Estimates of expected future cash flows reflect estimates of future revenues, cash costs of production and capital expenditures contained in the Company’s long-term life of mine (“LOM”) plans, which are updated for each CGU on an annual basis.

 

xiii.  Leases

 

Right-of-use assets and lease liabilities are recognized at the commencement date of a lease. Lease liabilities are initially measured at the present value of lease payments to be paid after the lease’s commencement date, discounted using the interest rate implicit in the lease, or if not readily determinable, the Company’s incremental borrowing rate.

 

Right-of-use assets are initially measured at cost, which consists of the initial amount of the lease liability adjusted for any lease payments made on or before the lease’s commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle or restore the leased asset, less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the useful life of the asset or the term of the lease. If a purchase option is expected to be exercised, the asset is amortized over its useful life.

 

Lease liabilities are subsequently measured at amortized cost using the effective interest method and are re-measured if and when there is a change in future lease payments arising from a change in an index or rate, or if and when there is a change in the assessment of whether a purchase, extension or termination option is likely to be exercised.

 

Lease payments for short-term leases, which have a lease term of 12 months or less, leases of low-value assets, which have an underlying asset value, when new, of $5,000 or less, as well as leases with variable lease payments are recognized as an expense over the term of such leases.

 

xiv.  Financial instruments and hedging activity

 

(a)         Financial instrument classification and measurement

 

Financial assets are classified according to their contractual cash flow characteristics and the business models under which they are held. On initial recognition, a financial asset is classified as: amortized cost, fair value through profit and loss (“FVPL”) or FVOCI.

 

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVPL:

 

·                  it is held with the objective of collecting contractual cash flows; and

 

·                  its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to measure the investment at FVOCI whereby changes in the investment’s fair value (realized and unrealized) will be recognized permanently in OCI with no reclassification to profit or loss. The election is made on an investment-by-investment basis.

 

All financial assets not classified as amortized cost or FVOCI are classified as and measured at FVPL. This includes all derivative assets. On initial recognition, a financial asset that otherwise meets the requirements to be measured at amortized cost or FVOCI may be irrevocably designated as FVPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

 

Financial instruments are measured on initial recognition at fair value, plus, in the case of financial instruments other than those classified as FVPL, directly attributable transaction costs. Measurement of financial assets in subsequent periods

 

18


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

depends on whether the financial asset has been classified as amortized cost, FVPL or FVOCI. Measurement of financial liabilities subsequent to initial recognition depends on whether they are classified as amortized cost or FVPL. Financial assets and financial liabilities classified as amortized cost are measured subsequent to initial recognition using the effective interest method.

 

Loss allowances for ‘expected credit losses’ are recognized on financial assets measured at amortized cost, contract assets and investments in debt instruments measured at FVOCI, but not to equity investments. A loss event is not required to have occurred before a credit loss is recognized.

 

The Company has classified and measured its financial instruments as described below:

 

·                  Cash and cash equivalents, restricted cash and short-term investments are classified as and measured at amortized cost.

 

·                  Trade receivables and certain other assets are classified as and measured at amortized cost.

 

·                  Long-term investments in equity securities, where the Company cannot exert significant influence, are classified as and measured at FVOCI.

 

·                  Accounts payable and accrued liabilities and long-term debt are classified as and measured at amortized cost.

 

·                  Derivative assets and liabilities including derivative financial instruments that do not qualify as hedges, or are not designated as hedges, and are classified as and measured at FVPL.

 

(b)         Hedges

 

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking hedge transactions. This process includes linking all derivatives to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. Hedge effectiveness is assessed based on the degree to which the cash flows from the derivative contracts are expected to offset the cash flows of the underlying position or transaction being hedged. At the time of inception of the hedge and on an ongoing basis, the Company assesses whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

 

Derivative contracts that have been designated as cash flow hedges have been entered into in order to effectively establish prices for future production of metals, to hedge exposure to exchange rate fluctuations of foreign currency denominated settlement of capital and operating expenditures, to establish prices for future purchases of energy or to hedge exposure to interest rate fluctuations. Unrealized gains or losses arising from changes in the fair value of these contracts are recorded in OCI, net of tax, and are included in earnings when the underlying hedged transaction, identified at the contract inception, is completed, unless such hedged transaction results in the recognition of a non-financial asset. Any ineffective portion of a hedge relationship is recognized immediately in earnings. The Company matches the realized gains or losses on contracts designated as cash flow hedges with the hedged expenditures at the maturity of the contracts.

 

When derivative contracts designated as cash flow hedges have been terminated or cease to be effective prior to maturity and no longer qualify for hedge accounting, any gains or losses recorded in OCI up until the time the contracts do not qualify for hedge accounting, remain in OCI. These amounts recorded in OCI are recognized in earnings in the period in which the underlying hedged transaction is completed. Gains or losses arising subsequent to the derivative contracts not qualifying for hedge accounting are recognized in earnings in the period in which they occur.

 

For hedges that do not qualify for hedge accounting, gains or losses are recognized in earnings in the current period.

 

xv.  Share-based payments

 

The Company has a number of equity-settled and cash-settled share-based compensation plans under which the Company issues either equity instruments or makes cash payments based on the value of the underlying equity instrument of the Company. The Company’s share-based compensation plans are comprised of the following:

 

Share Option Plan: Stock options are generally equity-settled. The fair value of stock options at the grant date is estimated using the Black-Scholes option pricing model. Compensation expense is recognized over the stock option vesting period based on the number of options estimated to vest. Management estimates the number of awards likely to vest at the time of a grant and at each reporting date up to the vesting date. Annually, the estimated forfeiture rate is adjusted for actual forfeitures in the period. On exercise of the vested options, either shares are issued from treasury, or the options are cancelled and a cash payment equal to the ‘in-the-money’ value of the options is made.

 

19


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

Restricted Share Plan: Restricted share units (“RSUs”) and Restricted performance share units (“RPSUs”) are granted under the Restricted Share Plan. Both RSUs and RPSUs are awarded to certain employees as a percentage of long-term incentive awards.

 

(a)         RSUs may be equity or cash-settled and are recorded at fair value based on the market value of the shares at the grant date. The Company’s compensation expense is recognized over the vesting period based on the number of units estimated to vest. Management estimates the number of awards likely to vest on grant and at each reporting date up to the vesting date. The estimated forfeiture rate is adjusted for actual forfeitures in each reporting period. On vesting of equity-settled RSUs, shares are generally issued from treasury. Cash settled RSUs are accounted for as a liability at fair value and re-measured each period based on the current market value of the underlying stock at period end, with changes in the liability recorded as compensation expense each period.

 

(b)         RPSUs are equity-settled and are subject to certain vesting requirements based on performance criteria over the vesting period established by the Company. RPSUs are recorded at fair value as follows: The portion of the RPSUs related to market conditions are recorded at fair value based on the application of a Monte Carlo pricing model at the date of grant and the portion related to non-market conditions is fair valued based on the market value of the shares at the date of grant. The Company’s compensation expense is recognized over the vesting period based on the number of units estimated to vest. Management estimates the number of awards likely to vest on grant and at each reporting date up to the vesting date. The estimated forfeiture rate is adjusted for actual forfeitures in each reporting period. On vesting of RPSUs, shares are generally issued from treasury.

 

Deferred Share Unit Plan: Deferred share units (“DSUs”) are cash-settled and accounted for as a liability at fair value which is based on the market value of the shares at the grant date. The fair value of the liability is re-measured each period based on the current market value of the underlying stock at period end and any changes in the liability are recorded as compensation expense each period.

 

Employee Share Purchase Plan: The Company’s contribution to the employee Share Purchase Plan (“SPP”) is recorded as compensation expense on a payroll cycle basis as the employer’s obligation to contribute is incurred. The cost of the common shares purchased under the SPP are either based on the weighted average closing price of the last twenty trading sessions prior to the end of the period for shares issued from treasury, or are based on the price paid for common shares purchased in the open market.

 

xvi.  Metal sales

 

Metal sales includes sales of refined gold and silver and doré, which are generally physically delivered to customers in the period in which they are produced, with their sales price based on prevailing spot market metal prices. In order to manage short-term metal price risk, the Company may enter into derivative contracts in relation to metal sales that it believes are highly likely to occur within a given quarter. No such contracts were outstanding at December 31, 2019 or December 31, 2018.

 

Revenue from metal sales is recognized when control over the metal is transferred to the customer. Transfer of control generally occurs when the refined gold, silver or doré has been accepted by the customer. Once the customer has accepted the metals, the significant risks and rewards of ownership have typically been transferred and the customer is able to direct the use of and obtain substantially all of the remaining benefits from the metals. On transfer of control, revenue and related costs can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the Company as payment is received on the date of or within a few days of transfer of control.

 

The Company manages and reviews its operations by geographical location and managerial structure. For detailed information about reportable segments and disaggregated revenue, see Note 18. All segments principally generate revenue from metal sales.

 

xvii.  Provision for reclamation and remediation

 

The Company records a liability and corresponding asset for the present value of the estimated costs of legal and constructive obligations for future site reclamation and closure activities where the liability is more likely than not to exist and a reasonable estimate can be made of the obligation. The estimated present value of the obligation is reassessed on an annual basis or when new material information becomes available. Increases or decreases to the obligation usually arise due to changes in legal or regulatory requirements, the extent of environmental remediation required, methods of reclamation, cost estimates, or discount rates. Changes to the provision for reclamation and remediation obligations related to operating mines, which are not the result of current production of inventory, are recorded with an offsetting change to the related

 

20


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

asset. For properties where mining activities have ceased or are in reclamation, changes are charged directly to earnings.  The present value is determined based on current market assessments of the time value of money using discount rates specific to the country in which the asset or reclamation site is located and is determined as the risk-free rate of borrowing approximated by the yield on sovereign debt for that country, with a maturity approximating the end of mine life. The periodic unwinding of the discounted obligation is recognized in the consolidated statement of operations as a finance expense.

 

xviii.  Income tax

 

The income tax expense or benefit for the period consists of two components: current and deferred. Income tax expense is recognized in the consolidated statement of operations except to the extent it relates to a business combination or items recognized directly in equity.

 

Current tax is the expected tax payable or receivable on the taxable profit or loss for the year. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the balance sheet date in each of the jurisdictions and includes any adjustments for taxes payable or recovery in respect of prior periods.

 

Deferred tax is recognized in respect of temporary differences between the carrying amount of assets and liabilities in the consolidated balance sheet and the corresponding tax bases used in the computation of taxable profit. Deferred tax is calculated based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates that are expected to apply in the year of realization or settlement based on tax rates and laws enacted or substantively enacted at the balance sheet date.

 

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax liabilities are recognized for taxable temporary differences arising on investments in subsidiaries, associates and joint ventures except where the reversal of the temporary difference can be controlled and it is probable that the difference will not reverse in the foreseeable future.

 

Deferred tax assets are recognized for all deductible temporary differences, carryforward of unused tax credits and unused tax losses to the extent it is probable future taxable profits will be available against which they can be utilized. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

 

Deferred tax liabilities are not recognized on temporary differences that arise from goodwill which is not deductible for tax purposes. Deferred tax assets and liabilities are not recognized in respect of temporary differences that arise on initial recognition of assets and liabilities acquired other than in a business combination.

 

Deferred tax assets and liabilities are offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset.

 

xix.  Earnings (loss) per share

 

Earnings (loss) per share calculations are based on the weighted average number of common shares and common share equivalents issued and outstanding during the period. Basic earnings (loss) per share amounts are calculated by dividing net earnings (loss) attributable to common shareholders for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share amounts are calculated by dividing net earnings (loss) attributable to common shareholders for the period by the diluted weighted average shares outstanding during the period.

 

Diluted earnings per share is calculated using the treasury method. The treasury method, which assumes that outstanding stock options, warrants, RSUs and RPSUs with an average exercise price below the market price of the underlying shares, are exercised and the assumed proceeds are used to repurchase common shares of the Company at the average market price of the common shares for the period.

 

21


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

4.                                            CHANGES IN SIGNIFICANT ACCOUNTING POLICIES

 

The Company adopted the following new accounting standard issued by the IASB as of January 1, 2019.

 

Leases

 

On January 1, 2019, IFRS 16 “Leases” was applied using the modified retrospective approach, under which the cumulative effect of initial application was recognized on the consolidated balance sheet as at January 1, 2019 without restating the financial statements on a retrospective basis. IFRS 16 replaces IAS 17 “Leases” and requires a lessee to recognize assets and liabilities for most leases on its balance sheet, as well as associated depreciation and interest expense.

 

At inception of a contract, the Company will determine whether a contract is, or contains, a lease. A lease exists if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company has elected to apply the practical expedient to account for each lease component and any non-lease components as a single lease component.

 

A right-of-use asset and a lease liability are recognized at the commencement date of a lease. The lease liability is initially measured at the present value of lease payments to be paid after the commencement date, discounted using the interest rate implicit in the lease, or if not readily determinable, the lessee’s incremental borrowing rate. The right-of-use asset is initially measured at cost, which consists of the initial amount of the lease liability adjusted for any lease payments made on or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle or restore the leased asset, less any lease incentives received.

 

On the date of initial application (January 1, 2019), the Company elected to record right-of-use assets based on their related lease liabilities and to account for leases for which the lease term ends within 12 months of the initial date of application as short-term leases. Additional assets and lease liabilities were recognized on the consolidated balance sheet, as of January 1, 2019, for qualifying leases of office space, buildings, vehicles and equipment. As a result, increases in associated depreciation and interest expense were incurred from the initial date of application of IFRS 16. Cash flows from operating activities have also increased under IFRS 16, as lease payments for most leases are recorded as cash flows used in financing activities in the consolidated statements of cash flows.

 

The following table summarizes the impact of the transition to IFRS 16:

 

 

 

As at December 31, 2018

 

IFRS 16 Adjustments

 

As at January 1, 2019

 

Property, plant and equipment

 

$

5,519.1

 

$

42.9

 

$

5,562.0

 

Current portion of lease liabilities(a)

 

$

 

$

7.3

 

$

7.3

 

Long-term lease liabilities

 

$

 

$

35.6

 

$

35.6

 

 

(a)         Current portion of lease liabilities is included in other current liabilities on the consolidated balance sheet. See Note 7ix.

 

The following table reconciles the Company’s operating lease commitments as at December 31, 2018 to the lease liabilities recognized on the consolidated balance sheet upon the initial application of IFRS 16 as of January 1, 2019:

 

Operating lease commitments as at December 31, 2018

 

$

70.3

 

Discounted as at January 1, 2019(a)

 

$

53.7

 

IFRS 16 recognition exemption for short-term leases

 

(4.3

)

Leases with extension options reasonably certain to be exercised

 

2.1

 

Leases with variable lease payments

 

(15.2

)

Other adjusting items

 

6.6

 

Total lease liabilities recognized as at January 1, 2019

 

$

42.9

 

 

(a)         The weighted-average incremental borrowing rate applied to the measurement of lease liabilities as at January 1, 2019 was 7.04%.

 

22


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

The Company has elected not to recognize assets and lease liabilities for short-term leases, which have a lease term of 12 months or less, and leases of low-value assets, which have an underlying asset value, when new, of $5,000 or less, as well as leases with variable lease payments. Lease payments associated with these leases are recognized as an expense over the term of such leases.

 

The following table summarizes such lease payments that have been expensed for the year ended December 31, 2019:

 

Leases with a term of 12 months or less

 

$

23.7

 

Leases of assets with underlying value, when new, of $5,000 or less

 

0.4

 

Leases with variable lease payments

 

23.3

 

 

 

$

47.4

 

 

The following table summarizes total undiscounted lease liability maturities as at December 31, 2019:

 

 

 

 

 

2020

 

2021-2024

 

2025+

 

 

 

Total

 

Within 1 year

 

1 to 5 years

 

More than 5 years

 

Lease liabilities

 

$

65.4

 

$

16.0

 

$

31.7

 

$

17.7

 

 

5.                                            SIGNIFICANT JUDGMENTS, ESTIMATES AND ASSUMPTIONS

 

The preparation of the Company’s financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continually evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

 

i.                                         Significant Judgments in Applying Accounting Policies

 

The areas which require management to make significant judgments in applying the Company’s accounting policies in determining carrying values include, but are not limited to:

 

(a)         Mineral Reserves and Mineral Resources

 

The information relating to the geological data on the size, depth and shape of the ore body requires complex geological judgments to interpret the data. Changes in the proven and probable mineral reserves or measured and indicated and inferred mineral resources estimates may impact the carrying value of property, plant and equipment, goodwill, reclamation and remediation obligations, recognition of deferred tax amounts and depreciation, depletion and amortization.

 

(b)         Depreciation, depletion and amortization

 

Significant judgment is involved in the determination of useful lives and residual values for the computation of depreciation, depletion and amortization and no assurance can be given that actual useful lives and residual values will not differ significantly from current assumptions.

 

(c)          Taxes

 

The Company is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the provision for income taxes, due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business.

 

ii.                                     Significant Accounting Estimates and Assumptions

 

The areas which require management to make significant estimates and assumptions in determining carrying values include, but are not limited to:

 

23


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

(a)         Mineral Reserves and Mineral Resources

 

Proven and probable mineral reserves are the economically mineable parts of the Company’s measured and indicated mineral resources demonstrated by at least a preliminary feasibility study. The Company estimates its proven and probable mineral reserves and measured and indicated and inferred mineral resources based on information compiled by appropriately qualified persons. The estimation of future cash flows related to proven and probable mineral reserves is based upon factors such as estimates of commodity prices, foreign exchange rates, future capital requirements and production costs along with geological assumptions and judgments made in estimating the size and grade of the ore body.  Changes in the proven and probable mineral reserves or measured and indicated and inferred mineral resources estimates may impact the carrying value of property, plant and equipment, goodwill, reclamation and remediation obligations, recognition of deferred tax amounts and depreciation, depletion and amortization.

 

(b)         Purchase Price Allocation

 

Applying the acquisition method to business combinations requires each identifiable asset and liability to be measured at its acquisition-date fair value. The excess, if any, of the fair value of consideration over the fair value of the net identifiable assets acquired is recognized as goodwill. The determination of the acquisition-date fair values often requires management to make assumptions and estimates about future events. The assumptions and estimates relating to determining the fair value of property, plant and equipment acquired generally require a high degree of judgment, and include estimates of mineral reserves acquired, future metal prices and discount rates. Changes in any of the assumptions or estimates used in determining the fair value of acquired assets and liabilities could affect the amounts assigned to assets, liabilities and goodwill in the purchase price allocation.

 

(c)          Depreciation, depletion and amortization

 

Plants and other facilities used directly in mining activities are depreciated using the UOP method over a period not to exceed the estimated life of the ore body based on recoverable ounces to be mined from proven and probable reserves. Mobile and other equipment is depreciated, net of residual value, on a straight-line basis, over the useful life of the equipment but does not exceed the related estimated life of the mine based on proven and probable reserves.

 

The calculation of the UOP rate, and therefore the annual depreciation, depletion and amortization expense, could be materially affected by changes in the underlying estimates. Changes in estimates can be the result of actual future production differing from current forecasts of future production, expansion of mineral reserves through exploration activities, differences between estimated and actual costs of mining and differences in gold price used in the estimation of mineral reserves.

 

(d)         Valuation of goodwill and long-lived assets

 

The assessment of fair values, including those of the CGUs for purposes of testing goodwill for potential impairment and long-lived assets for potential impairment or reversal of impairment, require the use of estimates and assumptions for recoverable production, future capital requirements and operating performance, as contained in the Company’s life of mine (“LOM”) plans, as well as future and long-term commodity prices, discount rates, NAV multiples, and foreign exchange rates. Changes in any of the assumptions or estimates used in determining the fair value of goodwill or other long-lived assets could impact the impairment analysis.

 

The Company’s LOM plans are based on detailed research, analysis and modeling to maximize the NAV of each CGU. As such, these plans consider the optimal level of investment, overall production levels and sequence of extraction taking into account all relevant characteristics of the ore body, including waste to ore ratios, ore grades, haul distances, chemical and metallurgical properties impacting process recoveries, capacities of available extraction, haulage and processing equipment, and other factors. Therefore, the LOM plan is an appropriate basis for forecasting production output in each future year and the related production costs and capital expenditures. The LOM plans have been determined using cash flow projections from financial budgets approved by senior management covering a 3 year to 18 year period.

 

Projected future revenues reflect the forecast future production levels at each of the Company’s CGUs as detailed in the LOM plans. These forecasts may include the production of mineralized material that does not currently qualify for inclusion in mineral reserve or mineral resource classification. This is consistent with the methodology used to measure value beyond proven and probable reserves when allocating the purchase price of a business combination to acquired mining assets. The fair value arrived at as described above, is the Company’s estimate of fair value for accounting purposes and is not a “preliminary assessment” as defined in Canadian Securities Administrators’ National Instrument 43-101 “Standards of Disclosure for Mineral Projects”.

 

24


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

Projected future revenues also reflect the Company’s estimates of future metals prices, which are determined based on current prices, forward prices and forecasts of future prices prepared by industry analysts. These estimates often differ from current price levels, but the methodology used is consistent with how a market participant would assess future long-term metals prices. For the 2019 annual analysis, estimated short-term and long-term prices of gold and silver of $1,400 per ounce and $17.50 per ounce, respectively, were used. For the 2018 annual analysis, estimated short-term and long-term prices of gold and silver of $1,300 per ounce and $18.00 per ounce, respectively, were used.

 

The Company’s estimates of future cash costs of production and capital expenditures are based on the LOM plans for each CGU. Costs incurred in currencies other than the US dollar are translated to US dollar equivalents based on long-term forecasts of foreign exchange rates, on a currency by currency basis, obtained from independent sources of economic data.  Oil prices are a significant component of cash costs of production and are estimated based on the current price, forward prices, and forecasts of future prices from third party sources. For the 2019 annual analysis, estimated short-term and long-term oil prices of $60 per barrel were used. For the 2018 annual analysis, estimated short-term and long-term oil prices of $65 and $55 per barrel respectively, were used.

 

The discount rate applied to present value the net future cash flows is based on a real weighted average cost of capital by country to account for geopolitical risk. For the 2019 annual analysis, real discount rates of between 3.33% and 6.97% were used for the CGUs tested. For the CGUs tested in the 2018 annual analysis, real discount rates of between 4.86% and 7.12% were used.

 

Since public gold companies typically trade at a market capitalization that is based on a multiple of their underlying NAV, a market participant would generally apply a NAV multiple when estimating the fair value of a gold mining property. Consequently, where applicable, the Company estimates the fair value of each CGU by applying a market NAV multiple to the NAV of each CGU.

 

When selecting NAV multiples to arrive at fair value, the Company considered the trading prices and NAV estimates of comparable gold mining companies as at December 31, 2019 in respect of the fair value determinations at that date, which ranged from 0.8 to 1.7. NAV multiples observed at December 31, 2018 were in the range of 0.9 to 1.4. The selected ranges of multiples applied to each CGU, which may be different from the ranges noted above, took into consideration, among other factors: expected production growth in the near term; average cash costs over the life of the mine; potential remaining mine life; and stage of development of the asset.

 

(e)          Inventories

 

Expenditures incurred, and depreciation, depletion and amortization of assets used in mining and processing activities are deferred and accumulated as the cost of ore in stockpiles, ore on leach pads, in-process and finished metal inventories.  These deferred amounts are carried at the lower of average cost or NRV. Write-downs of ore in stockpiles, ore on leach pads, in-process and finished metal inventories resulting from NRV impairments are reported as a component of current period costs. The primary factors that influence the need to record write-downs include prevailing and long-term metal prices and prevailing costs for production inputs such as labour, fuel and energy, materials and supplies, as well as realized ore grades and actual production levels.

 

Costs are attributed to the leach pads based on current mining costs, including applicable depreciation, depletion and amortization relating to mining operations incurred up to the point of placing the ore on the pad. Costs are removed from the leach pad based on the average cost per recoverable ounce of gold on the leach pad as the gold is recovered. Estimates of recoverable gold on the leach pads are calculated from the quantities of ore placed on the pads, the grade of ore placed on the leach pads and an estimated percentage of recovery. Timing and ultimate actual recovery of gold contained on leach pads can vary significantly from the estimates. The quantities of recoverable gold placed on the leach pads are reconciled to the quantities of gold actually recovered (metallurgical balancing), by comparing the grades of ore placed on the leach pads to actual ounces recovered. The nature of the leaching process inherently limits the ability to precisely monitor inventory levels. As a result, the metallurgical balancing process is constantly monitored and the engineering estimates are refined based on actual results over time. The ultimate actual recovery of gold from a pad will not be known until the leaching process is completed.

 

The allocation of costs to ore in stockpiles, ore on leach pads and in-process inventories and the determination of NRV involve the use of estimates. There is a high degree of judgment in estimating future costs, future production levels, forecasted usage of supplies inventory, proven and probable reserves estimates, gold and silver prices, and the ultimate estimated recovery for ore on leach pads. There can be no assurance that actual results will not differ significantly from estimates used in the determination of the carrying value of inventories.

 

25


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

(f)           Provision for reclamation and remediation

 

The Company assesses its provision for reclamation and remediation on an annual basis or when new material information becomes available. Mining and exploration activities are subject to various laws and regulations governing the protection of the environment. In general, these laws and regulations are continually changing and the Company has made, and intends to make in the future, expenditures to comply with such laws and regulations. Accounting for reclamation and remediation obligations requires management to make estimates of the future costs the Company will incur to complete the reclamation and remediation work required to comply with existing laws and regulations at each mining operation. Actual costs incurred may differ from those amounts estimated. Also, future changes to environmental laws and regulations could increase the extent of reclamation and remediation work required to be performed by the Company. Increases in future costs could materially impact the amounts charged to operations for reclamation and remediation. The provision represents management’s best estimate of the present value of the future reclamation and remediation obligation. The actual future expenditures may differ from the amounts currently provided.

 

(g)         Deferred taxes

 

The Company recognizes the deferred tax benefit related to deferred income and resource tax assets to the extent recovery is probable. Assessing the recoverability of deferred income tax assets requires management to make estimates of future taxable profit. To the extent that future cash flows and taxable profit differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the balance sheet date could be impacted. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods from deferred income and resource tax assets.

 

(h)         Contingencies

 

Due to the size, complexity and nature of the Company’s operations, various legal and tax matters are outstanding from time to time. Contingencies can be possible assets or liabilities arising from past events which, by their nature, will only be resolved when one or more future events not wholly within our control occur or fail to occur. The assessment of such contingencies involves the use of significant judgment and estimates. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of the changes in its consolidated financial statements on the date such changes occur.

 

6.                                            ACQUISITIONS AND DISPOSITIONS

 

i.                                         Acquisition of Chulbatkan development project

 

On July 31, 2019, the Company announced an agreement to acquire the Chulbatkan development project located in Khabarovsk Krai, Far East Russia, from N-Mining Limited (“N-Mining”), for total fixed consideration of $283.0 million. In addition, N-Mining will be entitled to receive an economic participation equivalent to a 1.5% Net Smelter Return (“NSR”) royalty on future production from the deposit area, as well as $50 per ounce of future proven and probable reserves beyond the first 3.25 million of declared proven and probable ounces. Kinross will retain the right to buy-back 1/3 of the 1.5% NSR royalty for $10 million, subject to certain gold price related adjustments, at any time within 24 months of closing.

 

On January 16, 2020, the Company closed the acquisition of the Chulbatkan development project. In accordance with an amended acquisition agreement, the first installment of $141.5 million, representing 50% of the $283.0 million fixed purchase price due by closing, less closing adjustments, was paid in cash. The amendment also provides that between 60%, and at the Company’s sole discretion up to 100%, of the final installment of $141.5 million, due on the first anniversary of closing, may be paid in Kinross shares.

 

ii.                                     Disposition of royalty portfolio

 

On December 2, 2019, the Company entered into an agreement with Maverix Metals Inc. (“Maverix”) to sell a royalty portfolio of precious metals royalties.

 

On December 19, 2019, the Company completed the sale for total consideration of $73.9 million, including $25.0 million in cash and approximately 11.2 million common shares, representing 9.4% of the issued and outstanding common shares, of Maverix. The Company recognized a gain on disposition of $72.7 million in other income in connection with the sale. See Note 7xii.

 

26


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

iii.                                 Acquisition of La Coipa Phase 7 mining concessions

 

On February 2, 2018, Compania Minera Mantos de Oro, a subsidiary of the Company, agreed to purchase the remaining 50% interest in the Phase 7 concessions surrounding Kinross’ La Coipa mine that it did not already own from Salmones de Chile Alimentos S.A. On March 19, 2018, the Company completed the acquisition. The purchase price of $65.1 million was comprised of $65.0 million in cash and transaction costs of $0.1 million, of which an initial payment of $35.1 million, including transaction costs was paid on closing and the balance of $30.0 million was paid on January 30, 2019. The acquisition was accounted for as an asset acquisition, and the purchase price of $65.1 million was allocated to development and operating properties within mineral interests in property, plant and equipment.

 

iv.                                  Acquisition of power plants in Brazil

 

On February 14, 2018, Kinross Brasil Mineração S.A., a subsidiary of the Company, signed an agreement to acquire two hydroelectric power plants in the State of Goias, Brazil from a subsidiary of Gerdau SA for $253.7 million (R$835.0 million). On July 31, 2018, the Company completed the transaction. Transaction costs associated with the acquisition totaling $3.4 million were expensed and included within other operating expense.

 

The acquisition, which was accounted for as a business combination as at July 31, 2018, is expected to secure a long-term supply of power and lower production costs over the life of the mine at Paracatu. In finalizing the purchase price allocation during the first quarter of 2019, the Company adjusted the preliminary purchase price allocation as indicated below:

 

 

 

Preliminary

 

Adjustments

 

Final

 

Property, plant and equipment

 

$

253.7

 

$

(26.6

)

$

227.1

 

Intangible assets

 

 

27.0

 

27.0

 

Environmental provisions

 

 

(0.4

)

(0.4

)

Total purchase price

 

$

253.7

 

$

 

$

253.7

 

 

As a result of reflecting the final purchase price adjustments retrospectively, there were no material adjustments necessary to the consolidated financial statements for the year ended December 31, 2018.

 

v.                                      Acquisition of remaining 50% interest in Bald Mountain exploration joint venture

 

On completion of the acquisition of the Bald Mountain mine in January 2016, KGBM, a subsidiary of the Company, entered into a 50/50 exploration joint venture with Barrick Gold Corporation (“Barrick”). On October 2, 2018, KGBM signed and completed a transaction with Barrick to acquire the remaining 50% interest in the exploration joint venture that it did not already own for consideration including $15.5 million in cash and a 1.25% net smelter royalty. Transaction costs associated with the acquisition were $0.1 million.

 

27


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

7.                                            CONSOLIDATED FINANCIAL STATEMENT DETAILS

 

Consolidated Balance Sheets

 

i.                                         Cash and cash equivalents:

 

 

 

December 31,

 

December 31,

 

 

 

2019

 

2018

 

Cash on hand and balances with banks

 

$

305.6

 

$

207.9

 

Short-term deposits

 

269.5

 

141.1

 

 

 

$

575.1

 

$

349.0

 

 

Restricted cash:

 

 

 

December 31,

 

December 31,

 

 

 

2019

 

2018

 

Restricted cash(a)

 

$

15.2

 

$

12.7

 

 


(a)         Restricted cash relates to loan escrow judicial deposits and environmental indemnity deposits.

 

ii.                                     Accounts receivable and other assets:

 

 

 

December 31,

 

December 31,

 

 

 

2019

 

2018

 

Trade receivables

 

$

6.9

 

$

3.6

 

Prepaid expenses

 

25.2

 

21.3

 

VAT receivable

 

69.6

 

48.4

 

Deposits

 

10.5

 

8.5

 

Other

 

18.0

 

19.6

 

 

 

$

130.2

 

$

101.4

 

 

iii.                                 Inventories:

 

 

 

December 31,

 

December 31,

 

 

 

2019

 

2018

 

Ore in stockpiles(a)

 

$

300.3

 

$

299.9

 

Ore on leach pads(b)

 

384.7

 

375.0

 

In-process

 

99.2

 

113.5

 

Finished metal

 

52.3

 

50.5

 

Materials and supplies

 

520.6

 

540.7

 

 

 

1,357.1

 

1,379.6

 

Long-term portion of ore in stockpiles and ore on leach pads(a),(b)

 

(303.3

)

(327.6

)

 

 

$

1,053.8

 

$

1,052.0

 

 


(a)         Ore in stockpiles relates to the Company’s operating mines. Low-grade material not scheduled for processing within the next 12 months is included in other long-term assets on the consolidated balance sheets. See Note 7vii.

 

(b)         Ore on leach pads relates to the Company’s Tasiast, Fort Knox, Round Mountain and Bald Mountain mines. Based on current mine plans, the Company expects to place the last tonne of ore on its leach pads at Tasiast in 2020, Bald Mountain in 2023, Round Mountain in 2026 and Fort Knox in 2028. Material not scheduled for processing within the next 12 months is included in other long-term assets on the consolidated balance sheets. See Note 7vii.

 

28


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

iv.                                  Property, plant and equipment:

 

 

 

 

 

Mineral Interests

 

 

 

 

 

Land, plant and
equipment
(a)

 

Development and
operating 
properties
(b)

 

Pre-development
properties

 

Total

 

Cost

 

 

 

 

 

 

 

 

 

Balance at January 1, 2019

 

$

9,184.2

 

$

8,816.6

 

$

13.4

 

$

18,014.2

 

Additions

 

607.5

 

666.5

 

 

1,274.0

 

Capitalized interest

 

14.7

 

32.7

 

 

47.4

 

Disposals

 

(69.9

)

 

 

(69.9

)

Other

 

(21.5

)

24.8

 

 

3.3

 

Balance at December 31, 2019

 

9,715.0

 

9,540.6

 

13.4

 

19,269.0

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation, depletion, amortization and reversal of impairment charges

 

 

 

 

 

 

 

 

 

Balance at January 1, 2019

 

$

(5,702.1

)

$

(6,793.0

)

$

 

$

(12,495.1

)

Depreciation, depletion and amortization

 

(572.9

)

(280.6

)

 

(853.5

)

Reversals of impairment charges(c)

 

102.4

 

259.4

 

 

361.8

 

Disposals

 

60.5

 

 

 

60.5

 

Other

 

(2.0

)

(0.7

)

 

(2.7

)

Balance at December 31, 2019

 

(6,114.1

)

(6,814.9

)

 

(12,929.0

)

 

 

 

 

 

 

 

 

 

 

Net book value

 

$

3,600.9

 

$

2,725.7

 

$

13.4

 

$

6,340.0

 

 

 

 

 

 

 

 

 

 

 

Amount included above as at December 31, 2019:

 

 

 

 

 

 

 

 

 

Assets under construction

 

$

308.8

 

$

438.2

 

$

 

$

747.0

 

Assets not being depreciated(d)

 

$

538.3

 

$

735.9

 

$

13.4

 

$

1,287.6

 

 


(a)         Additions includes $42.9 million of transitional adjustments for the recognition of leased right-of-use assets upon the Company’s adoption of IFRS 16 on January 1, 2019 (See Note 4), as well as $22.7 million of right-of-use assets for lease arrangements entered into during the year ended December 31, 2019. Depreciation, depletion and amortization includes depreciation for leased right-of-use assets of $11.5 million during the year ended December 31, 2019. The net book value of property, plant and equipment includes leased right-of-use assets with an aggregate net book value of $54.1 million as at December 31, 2019.

 

(b)         At December 31, 2019, the significant development and operating properties include projects at Fort Knox, Round Mountain, Bald Mountain, Paracatu, Kupol, Tasiast, Chirano, La Coipa and Lobo-Marte.

 

(c)          At December 31, 2019, impairment reversals were recorded at Paracatu and Tasiast, entirely related to property, plant and equipment. See Note 8.

 

(d)         Assets not being depreciated relate to land, capitalized E&E costs, assets under construction, which relate to expansion projects, and other assets that are in various stages of being readied for use.

 

29


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

 

 

 

 

Mineral Interests

 

 

 

 

 

Land, plant and
equipment 

 

Development and
operating 
properties
(a)

 

Pre-development 
properties

 

Total

 

Cost

 

 

 

 

 

 

 

 

 

Balance at January 1, 2018

 

$

8,374.7

 

$

8,311.5

 

$

15.5

 

$

16,701.7

 

Additions

 

629.4

 

457.1

 

 

1,086.5

 

Acquisitions(b)

 

274.8

 

65.1

 

 

339.9

 

Capitalized interest

 

23.8

 

17.7

 

 

41.5

 

Disposals

 

(115.7

)

(39.9

)

(2.1

)

(157.7

)

Other

 

(2.8

)

5.1

 

 

2.3

 

Balance at December 31, 2018

 

9,184.2

 

8,816.6

 

13.4

 

18,014.2

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation, depletion and amortization

 

 

 

 

 

 

 

 

 

Balance at January 1, 2018

 

$

(5,308.4

)

$

(6,506.1

)

$

 

$

(11,814.5

)

Depreciation, depletion and amortization

 

(508.5

)

(317.0

)

 

(825.5

)

Disposals

 

106.5

 

39.9

 

 

146.4

 

Other

 

8.3

 

(9.8

)

 

(1.5

)

Balance at December 31, 2018

 

(5,702.1

)

(6,793.0

)

 

(12,495.1

)

 

 

 

 

 

 

 

 

 

 

Net book value

 

$

3,482.1

 

$

2,023.6

 

$

13.4

 

$

5,519.1

 

 

 

 

 

 

 

 

 

 

 

Amount included above as at December 31, 2018:

 

 

 

 

 

 

 

 

 

Assets under construction

 

$

495.0

 

$

288.5

 

$

 

$

783.5

 

Assets not being depreciated(c)

 

$

719.1

 

$

584.3

 

$

13.4

 

$

1,316.8

 

 


(a)         At December 31, 2018, the significant development and operating properties include projects at Fort Knox, Round Mountain, Bald Mountain, Paracatu, Kupol, Tasiast, Chirano, La Coipa and Lobo-Marte.

 

(b)         During the year ended December 31, 2018, the Company completed the acquisitions of the remaining 50% interest in the La Coipa Phase 7 mining concessions that it did not already own, two hydroelectric power plants in Brazil and the remaining 50% interest in the Bald Mountain exploration joint venture. See Notes 6iii, iv and v.

 

(c)          Assets not being depreciated relate to land, capitalized E&E costs, assets under construction, which relate to expansion projects, and other assets that are in various stages of being readied for use.

 

Capitalized interest primarily relates to qualifying capital expenditures at Tasiast, Round Mountain, Bald Mountain, Fort Knox and Paracatu and had a weighted average borrowing rate of 5.49% and 5.62% during the years ended December 31, 2019 and 2018, respectively.

 

At December 31, 2019, $251.4 million of E&E assets were included in mineral interests (December 31, 2018 - $230.7 million). During the year ended December 31, 2019, the Company capitalized $20.7 million and expensed $17.4 million of E&E costs, respectively (year ended December 31, 2018 - $3.1 million and $11.5 million, respectively). Expensed E&E costs are included as operating cash flows in the consolidated statements of cash flows. During the year ended December 31, 2019, the Company did not have any acquisitions, dispositions or transfers of E&E assets to capitalized development (year ended December 31, 2018 - $65.1 million, $2.0 million and $nil, respectively).

 

v.                                      Goodwill:

 

As at December 31, 2019, goodwill of $158.8 million related to Kupol. As at December 31, 2018, goodwill of $162.7 million was comprised of goodwill for Kupol of $158.8 million and for other operations of $3.9 million.

 

30


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

vi.                                  Long-term investments:

 

Gains and losses on equity investments classified as financial assets at FVOCI were as follows:

 

 

 

December 31, 2019

 

December 31, 2018

 

 

 

Fair value

 

Gains (losses) in
AOCI
(a)

 

Fair value

 

Gains (losses) in
AOCI
(a)

 

Investments in an accumulated gain position

 

$

79.8

 

$

10.3

 

$

76.1

 

$

4.5

 

Investments in an accumulated loss position

 

46.4

 

(36.5

)

79.8

 

(78.7

)

Net realized gains (losses)

 

 

 

 

(1.0

)

 

 

$

126.2

 

$

(26.2

)

$

155.9

 

$

(75.2

)

 


(a)         See the consolidated statements of comprehensive income (loss) for details of changes in fair value recognized in other comprehensive income during the years ended December 31, 2019 and 2018.

 

On December 9, 2019, the Company sold its investment in common shares of Lundin Gold Inc. to a syndicate of buyers for proceeds of $113.2 million.

 

vii.                              Other long-term assets:

 

 

 

December 31,

 

December 31,

 

 

 

2019

 

2018

 

Long-term portion of ore in stockpiles and ore on leach pads(a)

 

$

303.3

 

$

327.6

 

Deferred charges, net of amortization

 

32.5

 

9.7

 

Long-term receivables(b)

 

171.0

 

182.5

 

Advances for the purchase of capital equipment

 

15.1

 

3.0

 

Other

 

46.3

 

41.3

 

 

 

$

568.2

 

$

564.1

 

 


(a)         Long-term portion of ore in stockpiles and ore on leach pads represents low-grade material not scheduled for processing within the next 12 months. As at December 31, 2019, long-term ore in stockpiles was at the Company’s Fort Knox, Kupol, Tasiast, Chirano and Paracatu mines, and long-term ore on leach pads was at the Company’s Fort Knox, Round Mountain, and Tasiast mines.

 

(b)         As at December 31, 2019, long-term receivables includes an estimated benefit of $34.5 million (December 31, 2018 - $66.1 million) related to the enactment of U.S. Tax Reform legislation in December 2017. See Note 17 for additional information regarding U.S. Tax Reform impacts.

 

viii.                          Accounts payable and accrued liabilities:

 

 

 

December 31,

 

December 31,

 

 

 

2019

 

2018

 

Trade payables

 

$

89.3

 

$

89.1

 

Accrued liabilities

 

246.7

 

260.6

 

Employee related accrued liabilities

 

133.3

 

116.2

 

 

 

$

469.3

 

$

465.9

 

 

ix.                                  Other current liabilities:

 

 

 

December 31,

 

December 31,

 

 

 

2019

 

2018

 

Current portion of lease liabilities

 

$

16.0

 

$

 

Current portion of unrealized fair value of derivative liabilities(a)

 

4.3

 

22.2

 

Deferred payment obligation(b)

 

 

30.0

 

 

 

$

20.3

 

$

52.2

 

 


(a)         See Note 10 for details of the current portion of unrealized fair value of derivative liabilities.

 

(b)         On January 30, 2019 Kinross paid the deferred payment obligation of $30.0 million relating to the purchase of the remaining 50% interest in the Phase 7 concessions of the La Coipa mine. See Note 6iii.

 

31


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

x.                                      Accumulated other comprehensive income (loss):

 

 

 

Long-term 
Investments

 

Derivative
Contracts

 

Total

 

Balance at December 31, 2017

 

$

6.9

 

$

14.2

 

$

21.1

 

Adjustment on initial application of IFRS 9

 

(56.3

)

 

(56.3

)

Other comprehensive loss before tax

 

(26.1

)

(77.7

)

(103.8

)

Tax

 

0.3

 

20.7

 

21.0

 

Losses on cash flow hedges transferred to cost of non-financial assets (a)

 

 

19.5

 

19.5

 

Balance at December 31, 2018

 

$

(75.2

)

$

(23.3

)

$

(98.5

)

Other comprehensive income before tax

 

49.3

 

36.8

 

86.1

 

Tax

 

(0.3

)

(7.7

)

(8.0

)

Balance at December 31, 2019

 

$

(26.2

)

$

5.8

 

$

(20.4

)

 


(a)         Net of tax recovery of $10.0 million.

 

Consolidated Statements of Operations

 

xi.                                  Other operating expense:

 

 

 

Years ended December 31,

 

 

 

2019

 

2018

 

Other operating expense

 

$

108.5

 

$

137.0

 

 

 

$

108.5

 

$

137.0

 

 

Other operating expense of $108.5 million for the year ended December 31, 2019 includes $25.1 million of costs as a result of production issues associated with the pit wall slide at Fort Knox, and environmental and other operating expenses for closed mining sites of $35.6 million, and was reduced by $17.5 million as a result of additional federal VAT credits at Paracatu due to changes in Brazil’s tax regulations.

 

Other operating expense of $137.0 million for the year ended December 31, 2018 includes $37.9 million of costs as a result of production issues associated with the pit wall slide at Fort Knox, and environmental and other operating expenses for closed mining sites of $28.7 million.

 

xii.                              Other income — net:

 

 

 

Years ended December 31,

 

 

 

2019

 

2018

 

Gains (losses) on dispositions of other assets - net(a)

 

$

70.4

 

$

(0.8

)

Foreign exchange gains (losses) - net

 

0.6

 

(4.3

)

Net non-hedge derivative gains (losses)

 

1.4

 

(1.2

)

Other

 

0.2

 

9.5

 

 

 

$

72.6

 

$

3.2

 

 


(a)         During the year ended December 31, 2019, the Company recognized a gain of $72.7 million on disposition of a portfolio of precious metals royalties. See Note 6ii.

 

32


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

xiii.                          Finance expense:

 

 

 

Years ended December 31,

 

 

 

2019

 

2018

 

Accretion of reclamation and remediation obligations

 

$

(31.0

)

$

(29.1

)

Interest expense, including accretion of debt and lease liabilities (a), (b)

 

(76.9

)

(72.1

)

 

 

$

(107.9

)

$

(101.2

)

 


(a)         During the years ended December 31, 2019 and 2018, $47.4 million and $41.5 million, respectively, of interest was capitalized to property, plant and equipment. See Note 7iv.

 

(b)         During the years ended December 31, 2019 and 2018, accretion of lease liabilities was $2.9 million and $nil, respectively.

 

Total interest paid, including interest capitalized, during the year ended December 31, 2019 was $100.6 million (year ended December 31, 2018 - $96.1 million) See Note 12(v).

 

xiv.                           Employee benefits expenses:

 

The following employee benefits expenses are included in production cost of sales, general and administrative, and exploration and business development expenses:

 

 

 

Years ended December 31,

 

 

 

2019

 

2018

 

Salaries, short-term incentives, and other benefits

 

$

680.8

 

$

668.6

 

Share-based payments

 

27.0

 

21.3

 

Other

 

26.4

 

9.6

 

 

 

$

734.2

 

$

699.5

 

 

8.                                            REVERSALS OF IMPAIRMENT CHARGES

 

 

 

Years ended December 31,

 

 

 

2019

 

2018

 

Property, plant and equipment

 

$

361.8

 

$

 

 

 

$

361.8

 

$

 

 

At December 31, 2019, upon completion of the Company’s assessment of the carrying values of its CGUs, the Company recorded reversals of impairment charges of $361.8 million, related entirely to property, plant and equipment at Paracatu and Tasiast of $200.7 million and $161.1 million, respectively, and were mainly due to an increase in the Company’s long-term gold price estimates. For Paracatu, the reversal was limited to a full reversal of the remaining impairment charge recorded in 2017. For Tasiast, the reversal represents a partial reversal of the total impairment charges previously recorded. The tax impact on the impairment reversal at Paracatu was an expense of $68.2 million and was recorded within income tax expense. There was no tax impact on the impairment reversal at Tasiast. After giving effect to the impairment reversals, the carrying values of Paracatu and Tasiast were $1,461.0 million and $2,123.6 million, respectively, as at December 31, 2019.

 

The significant estimates and assumptions used in the Company’s impairment assessments are disclosed in Note 5 to the financial statements. The Company performed a sensitivity analysis on all key assumptions and determined that no reasonably possible change in any of the key assumptions would cause the carrying value of any CGU with recorded goodwill to exceed its recoverable amount.

 

33


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

9.                                            INVESTMENT IN JOINT VENTURE

 

The Company’s Puren joint venture investment is accounted for under the equity method and had the following carrying values:

 

 

 

December 31,

 

December 31,

 

 

 

2019

 

2018

 

Investment in joint venture - Puren

 

$

18.4

 

$

18.3

 

 

 

$

18.4

 

$

18.3

 

 

There are no publicly quoted market prices for Puren.

 

The equity in earnings (losses) of joint ventures is as follows:

 

 

 

Years ended December 31,

 

 

 

2019

 

2018

 

Puren(a)

 

$

0.1

 

$

0.1

 

Bald Mountain Exploration Joint Venture (a), (b)

 

 

(0.4

)

 

 

$

0.1

 

$

(0.3

)

 


(a)         Represents Kinross’ share of the net earnings (losses) and other comprehensive income (loss).

 

(b)         On October 2, 2018, the Company acquired the remaining 50% interest in the exploration joint venture it did not already own. See Note 6v.

 

10.                                     FAIR VALUE MEASUREMENT

 

(a)                                 Recurring fair value measurement:

 

Carrying values for financial instruments carried at amortized cost, including cash and cash equivalents, restricted cash, short-term investments, accounts receivable, and accounts payable and accrued liabilities, approximate fair values due to their short-term maturities.

 

Fair value estimates for derivative contracts are based on quoted market prices for comparable contracts and represent the amount the Company would have received from, or paid to, a counterparty to unwind the contract at the market rates in effect at the consolidated balance sheet date.

 

The Company categorizes each of its fair value measurements in accordance with a fair value hierarchy. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

 

For financial instruments that are recognized at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing their classification (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

 

Assets (liabilities) measured at fair value on a recurring basis as at December 31, 2019 include:

 

 

 

Level 1

 

Level 2

 

Level 3

 

Aggregate
Fair Value

 

Equity investments at FVOCI

 

$

126.2

 

$

 

$

 

$

126.2

 

Derivative contracts:

 

 

 

 

 

 

 

 

 

Foreign currency forward and collar contracts

 

 

3.9

 

 

3.9

 

Energy swap contracts

 

 

4.0

 

 

4.0

 

Total return swap contracts

 

 

(1.3

)

 

(1.3

)

 

 

$

126.2

 

$

6.6

 

$

 

$

132.8

 

 

34


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

During the year ended December 31, 2019, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into or out of Level 3 fair value measurements.

 

The valuation techniques that are used to measure fair value are as follows:

 

Equity investments at FVOCI:

 

Equity investments at FVOCI include shares in publicly traded companies listed on a stock exchange. The fair value of equity investments at FVOCI is determined based on a market approach reflecting the closing price of each particular security at the consolidated balance sheet date. The closing price is a quoted market price obtained from the exchange that is the principal active market for the particular security, and therefore equity investments at FVOCI are classified within Level 1 of the fair value hierarchy.

 

Derivative contracts:

 

The Company’s derivative contracts are valued using pricing models and the Company generally uses similar models to value similar instruments. Such pricing models require a variety of inputs, including contractual cash flows, quoted market prices, applicable yield curves and credit spreads. The fair value of derivative contracts is based on quoted market prices for comparable contracts and represents the amount the Company would have received from, or paid to, a counterparty to unwind the contract at the quoted market rates in effect at the consolidated balance sheet date and therefore derivative contracts are classified within Level 2 of the fair value hierarchy.

 

The following table summarizes information about derivative contracts outstanding at December 31, 2019 and 2018:

 

 

 

December 31, 2019

 

December 31, 2018

 

 

 

Asset / (Liability)

 

 

 

Asset / (Liability)

 

 

 

 

 

Fair Value

 

AOCI

 

Fair Value

 

AOCI

 

Currency contracts

 

 

 

 

 

 

 

 

 

Foreign currency forward and collar contracts(a) (i)

 

$

3.9

 

$

2.6

 

$

(21.8

)

$

(15.8

)

 

 

 

 

 

 

 

 

 

 

Commodity contracts

 

 

 

 

 

 

 

 

 

Energy swap contracts(b) (ii)

 

4.0

 

3.2

 

(8.6

)

(7.5

)

 

 

 

 

 

 

 

 

 

 

Other contracts

 

 

 

 

 

 

 

 

 

Total return swap contracts (iii)

 

(1.3

)

 

3.2

 

 

 

 

 

 

 

 

 

 

 

 

Total all contracts

 

$

6.6

 

$

5.8

 

$

(27.2

)

$

(23.3

)

 

 

 

 

 

 

 

 

 

 

Unrealized fair value of derivative assets

 

 

 

 

 

 

 

 

 

Current

 

$

7.2

 

 

 

$

3.8

 

 

 

Non-current

 

4.5

 

 

 

0.8

 

 

 

 

 

$

11.7

 

 

 

$

4.6

 

 

 

Unrealized fair value of derivative liabilities

 

 

 

 

 

 

 

 

 

Current

 

$

(4.3

)

 

 

$

(22.2

)

 

 

Non-current

 

(0.8

)

 

 

(9.6

)

 

 

 

 

$

(5.1

)

 

 

$

(31.8

)

 

 

Total net fair value

 

$

6.6

 

 

 

$

(27.2

)

 

 

 


(a)         Of the total amount recorded in AOCI at December 31, 2019, $0.7 million will be reclassified to net earnings within the next 12 months as a result of settling the contracts.

 

(b)         Of the total amount recorded in AOCI at December 31, 2019, $2.5 million will be reclassified to net earnings within the next 12 months as a result of settling the contracts.

 

35


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

(i)                                    Foreign currency forward and collar contracts

 

The following table provides a summary of foreign currency forward and collar contracts outstanding at December 31, 2019 and their respective maturities:

 

Foreign currency

 

2020

 

2021

 

2022

 

Brazilian real zero cost collars (in millions of U.S. dollars)

 

$

116.0

 

$

64.0

 

$

13.2

 

Average put strike (Brazilian real)

 

3.76

 

4.11

 

4.20

 

Average call strike (Brazilian real)

 

4.23

 

4.71

 

4.78

 

Canadian dollar forward buy contracts (in millions of U.S. dollars)

 

$

31.2

 

$

12.0

 

$

 

Average rate (Canadian dollar)

 

1.32

 

1.33

 

 

Russian rouble zero cost collars (in millions of U.S. dollars)

 

$

47.7

 

$

25.2

 

$

 

Average put strike (Russian rouble)

 

65.3

 

65.8

 

 

Average call strike (Russian rouble)

 

77.6

 

84.2

 

 

 

The following new foreign currency forward and collar contracts were entered into during the year ended December 31, 2019:

 

·                  $85.2 million of Brazilian real zero cost collars, maturing from 2020 to 2022, with average put and call strikes of 4.08 and 4.62, respectively;

 

·                  $28.8 million of Canadian dollar forward buy contracts, maturing from 2020 to 2021, at an average rate of 1.33; and

 

·                  $59.4 million of Russian rouble zero cost collars, maturing from 2020 to 2021, with average put and call strikes of 65.5 and 80.3, respectively.

 

At December 31, 2019, the unrealized gain or loss on foreign currency forward and collar contracts recorded in AOCI is as follows:

 

·                  Brazilian real forward buy contracts — $nil (December 31, 2018 - $1.7 million loss);

 

·                  Brazilian real zero cost collar contracts — unrealized loss of $0.1 million (December 31, 2018 - $7.5 million loss);

 

·                  Canadian dollar forward buy contracts — unrealized gain of $0.5 million (December 31, 2018 - $3.5 million loss); and

 

·                  Russian rouble zero cost collar contracts — unrealized gain of $2.2 million (December 31, 2018 - $3.3 million loss).

 

(ii)                                Energy swap contracts

 

The Company is exposed to changes in energy prices through its consumption of diesel and other fuels, and the price of electricity in some electricity supply contracts. The Company enters into energy swap contracts that protect against the risk of fuel price increases. Fuel is consumed in the operation of mobile equipment and electricity generation.

 

The following table provides a summary of energy swap contracts outstanding at December 31, 2019 and their respective maturities:

 

Energy

 

2020

 

2021

 

2022

 

WTI oil swap contracts (barrels)

 

946,800

 

609,000

 

74,100

 

Average price

 

$

54.43

 

$

52.79

 

$

50.21

 

 

During 2019, the following new energy swap contracts were entered into:

 

·                  865,500 barrels of WTI oil swap contracts at an average rate of $50.81 per barrel maturing from 2020 to 2022.

 

At December 31, 2019, the unrealized gain or loss on energy swap contracts recorded in AOCI is as follows:

 

·                  WTI oil swap contracts — unrealized gain of $3.2 million (December 31, 2018 - $7.5 million loss).

 

36


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

(iii)                            Total return swap contracts

 

The Company enters into total return swaps (“TRS”) as economic hedges of the Company’s DSUs and cash-settled RSUs. Under the terms of the TRS, a bank has the right to purchase Kinross shares in the marketplace as a hedge against the returns in the TRS. At December 31, 2019, 5,695,000 TRS units were outstanding.

 

At December 31, 2019, 84.4% of the combined DSU and RSU exposures were economically hedged (December 31, 2018 -  89.5%). Hedge accounting is not applied for the DSU/RSU hedging program.

 

(b)         Fair value measurements related to non-financial assets:

 

At December 31, 2019, the Company recorded reversals of impairment charges related to the property, plant and equipment at Paracatu and Tasiast due to changes in the estimates used to determine the recoverable amount of these CGUs since their last impairment losses were recognized. Certain assumptions used in the calculation of the recoverable amounts, calculated on a fair value less cost of disposal basis, are categorized as Level 3 in the fair value hierarchy. See Note 5ii(d).

 

(c)          Fair value of financial assets and liabilities not measured and recognized at fair value:

 

Long-term debt is measured at amortized cost. The fair value of long-term debt is primarily measured using market determined variables, and therefore was classified within Level 2 of the fair value hierarchy. See Note 12.

 

11.         CAPITAL AND FINANCIAL RISK MANAGEMENT

 

The Company manages its capital to ensure that it will be able to continue to meet its financial and operational strategies and obligations, while maximizing the return to shareholders through the optimization of debt and equity financing. The Board of Directors has established a number of quantitative measures related to the management of capital. Management continuously monitors its capital position and periodically reports to the Board of Directors.

 

The Company’s operations are sensitive to changes in commodity prices, foreign exchange and interest rates. The Company manages its exposure to changes in currency exchange rates and energy prices by periodically entering into derivative contracts in accordance with the formal risk management policy approved by the Company’s Board of Directors. The Company’s practice is to not hedge metal sales. However, in certain circumstances the Company may use derivative contracts to hedge against the risk of falling prices for a portion of its forecasted metal sales. The Company may also assume derivative contracts as part of a business acquisition or they may be required under financing arrangements.

 

All of the Company’s hedges are cash flow hedges. The Company applies hedge accounting whenever hedging relationships exist and have been documented.

 

i.      Capital management

 

The Company’s objectives when managing capital are to:

 

·      Ensure the Company has sufficient cash available to support the mining, exploration, and other areas of the business in any gold price environment;

 

·      Ensure the Company has the capital and capacity to support a long-term growth strategy;

 

·      Provide investors with a superior rate of return on their invested capital;

 

·      Ensure compliance with all bank covenant ratios; and

 

·      Minimize counterparty credit risk.

 

Kinross adjusts its capital structure based on changes in forecasted economic conditions and based on its long-term strategic business plan. Kinross has the ability to adjust its capital structure by issuing new equity, drawing on existing credit facilities, issuing new debt, and by selling or acquiring assets. Kinross can also control how much capital is returned to shareholders through dividends and share buybacks.

 

The Company is not subject to any externally imposed capital requirements.

 

37


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

The Company’s quantitative capital management objectives are largely driven by the requirements under its debt agreements as well as a target total debt to total debt and common shareholders’ equity ratio as noted in the table below:

 

 

 

December 31,

 

December 31,

 

 

 

2019

 

2018

 

Long-term debt and credit facilities

 

$

1,837.4

 

$

1,735.0

 

Current portion of long-term debt and credit facilities

 

 

 

Total debt

 

$

1,837.4

 

$

1,735.0

 

Common shareholders’ equity

 

$

5,318.5

 

$

4,506.7

 

Total debt / total debt and common shareholders’ equity ratio

 

25.7

%

27.8

%

Company target

 

0 – 30

%

0 – 30

%

 

ii.           Gold and silver price risk management

 

In order to manage short-term metal price risk, the Company may enter into derivative contracts in relation to metal sales that it believes are highly likely to occur within a given quarter. No such contracts were outstanding at December 31, 2019 or December 31, 2018.

 

iii.         Currency risk management

 

The Company is primarily exposed to currency fluctuations relative to the U.S. dollar on expenditures that are denominated in Canadian dollars, Brazilian reais, Chilean pesos, Russian roubles and Mauritanian ouguiya. This risk is reduced, from time to time, through the use of foreign currency hedging contracts to lock in the exchange rates on future non-U.S. denominated currency cash outflows. The Company has entered into hedging contracts to purchase Canadian dollars, Brazilian reais, and Russian roubles as part of this risk management strategy. The Company is also exposed to the impact of currency fluctuations on its monetary assets and liabilities. The Company may from time to time manage the exposure on the net monetary items.

 

At December 31, 2019, with other variables unchanged, the following represents the effect of movements in foreign exchange rates on the Company’s net working capital, on earnings before taxes from a 10% change in the exchange rate of the U.S. dollar against the Canadian dollar, Brazilian real, Chilean peso, Russian rouble, Mauritanian ouguiya, and other.

 

 

 

 

 

10% strengthening in
U.S. dollar

 

10% weakening in
U.S. dollar

 

 

 

Foreign currency net
working capital

 

Effect on earnings before
taxes, gain (loss)
(a)

 

Effect on earnings before
taxes, gain (loss)
(a)

 

Canadian dollar

 

$

(26.3

)

$

2.4

 

$

(2.9

)

Brazilian real

 

$

(91.3

)

$

8.3

 

$

(10.1

)

Chilean peso

 

$

(5.0

)

$

0.5

 

$

(0.6

)

Russian rouble

 

$

33.4

 

$

(3.0

)

$

3.7

 

Mauritanian ouguiya

 

$

(68.1

)

$

6.2

 

$

(7.6

)

Other(b)

 

$

7.0

 

$

(0.6

)

$

0.8

 

 


(a)         As described in Note 3(ii), the Company translates its monetary assets and liabilities into U.S. dollars at the rates of exchange at the consolidated balance sheet dates. Gains and losses on translation of foreign currencies are included in earnings.

 

(b)         Includes Euro, Ghanaian cedi, British pound, Australian dollar and South African rand.

 

At December 31, 2019, with other variables unchanged, the following represents the effect of the Company’s foreign currency hedging contracts on OCI before taxes from a 10% change in the exchange rate of the U.S. dollar against the Canadian dollar, Brazilian real and Russian rouble.

 

 

 

10% strengthening in
U.S. dollar

 

10% weakening in
U.S. dollar

 

 

 

Effect on OCI before
taxes, gain (loss)
(a)

 

Effect on OCI before
taxes, gain (loss)
(a)

 

Canadian dollar

 

$

(3.9

)

$

4.8

 

Brazilian real

 

$

(10.7

)

$

13.3

 

Russian rouble

 

$

(3.2

)

$

6.5

 

 


(a)         Upon maturity of these contracts, the amounts in OCI before taxes will reverse against hedged items that the contracts relate to, which may be to earnings or property, plant and equipment.

 

38


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

iv.                                  Energy price risk

 

The Company is exposed to changes in energy prices through its consumption of diesel and other fuels, and the price of electricity in some electricity supply contracts. The Company entered into energy swap contracts that partially protect against the risk of fuel price increases. Fuel is consumed in the operation of mobile equipment and electricity generation.

 

At December 31, 2019, with other variables unchanged, the following represents the effect of the Company’s energy swap contracts on OCI before taxes from a 10% change in WTI oil prices.

 

 

 

10% increase in
price

 

10% decrease in
price

 

 

 

Effect on OCI before
taxes, gain (loss)
(a)

 

Effect on OCI before
taxes, gain (loss)
(a)

 

WTI oil

 

$

9.0

 

$

(8.9

)

 


(a)         Upon maturity of these contracts, the amounts in OCI before taxes will reverse against hedged items that the contracts relate to, which will be to earnings.

 

v.              Liquidity risk

 

The Company manages liquidity risk by maintaining adequate cash and cash equivalent balances (December 31, 2019 - $575.1 million in aggregate), by utilizing its lines of credit and by monitoring developments in the capital markets. The Company continuously monitors and reviews both actual and forecasted cash flows. The contractual cash flow requirements for financial liabilities at December 31, 2019 are as follows:

 

 

 

 

 

2020

 

2021-2024

 

2025+

 

 

 

Total

 

Within 1 year(b)

 

2 to 5 years

 

More than 5 years

 

Long-term debt(a)

 

$

2,610.3

 

$

98.5

 

$

1,402.1

 

$

1,109.7

 

 


(a)         Includes the full face value of the senior notes, drawdowns on the revolving credit facility, and estimated interest.

 

(b)         Represents interest on the senior notes and revolving credit facility, due within the next 12 months.

 

vi.                                  Credit risk management

 

Credit risk relates to cash and cash equivalents, accounts receivable and derivative contracts and arises from the possibility that any counterparty to an instrument fails to perform. The Company generally transacts with highly-rated counterparties and a limit on contingent exposure has been established for counterparties based on their credit ratings. As at December 31, 2019, the Company’s maximum exposure to credit risk was the carrying value of cash and cash equivalents, accounts receivable and derivative assets.

 

12.          LONG-TERM DEBT AND CREDIT FACILITIES

 

 

 

 

 

December 31, 2019

 

December 31, 2018

 

 

 

Interest Rates

 

Nominal
Amount

 

Deferred
Financing
Costs

 

Carrying
Amount
(a)

 

Fair
Value
(b)

 

Carrying
Amount
(a)

 

Fair
Value
(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior notes

 

(i) 4.50%-6.875%

 

$

1,747.0

 

$

(9.6

)

$

1,737.4

 

$

1,881.9

 

$

1,735.0

 

$

1,668.8

 

Revolving credit facility

 

(ii) LIBOR plus 1.625%

 

100.0

 

 

100.0

 

100.0

 

 

 

Long-term debt and credit facility

 

 

 

$

1,847.0

 

$

(9.6

)

$

1,837.4

 

$

1,981.9

 

$

1,735.0

 

$

1,668.8

 

 


(a)   Includes transaction costs on senior notes financings.

 

(b)   The fair value of senior notes is primarily determined using quoted market determined variables. See Note 10(c).

 

Scheduled debt repayments

 

 

 

2020

 

2021

 

2022

 

2023

 

2024

 

2025 and
thereafter

 

Total

 

Senior notes

 

$

 

$

500.0

 

$

 

$

 

$

500.0

 

$

750.0

 

$

1,750.0

 

Revolving credit facility(a)

 

 

 

 

 

100.0

 

 

100.0

 

Total debt payable

 

$

 

$

500.0

 

$

 

$

 

$

600.0

 

$

750.0

 

$

1,850.0

 

 


(a)         Subsequent to December 31, 2019, the Company repaid $100.0 million on the revolving credit facility.

 

39


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

(i)          Senior notes

 

As at December 31, 2019 and 2018, the Company’s $1,750.0 million of senior notes consisted of $500.0 million principal amount of 5.125% notes due 2021, $500.0 million principal amount of 5.950% notes due 2024, $500.0 million principal amount of 4.50% notes due 2027 and $250.0 million principal amount of 6.875% notes due 2041.

 

The senior notes referred to above (collectively, the “notes”) pay interest semi-annually. Except as noted below, the notes are redeemable by the Company, in whole or part, for cash at any time prior to maturity, at a redemption price equal to the greater of 100% of the principal amount or the sum of the present value of the remaining scheduled principal and interest payments on the notes discounted at the applicable treasury rate, as defined in the indentures, plus a premium of between 45 and 50 basis points, plus accrued interest, if any. Within three months of maturity of the notes due in 2021, 2024 and 2027, and within six months of maturity of the notes due in 2041, the Company can only redeem the notes in whole at 100% of the principal amount plus accrued interest, if any. In addition, the Company is required to make an offer to repurchase the notes prior to maturity upon certain fundamental changes at a repurchase price equal to 101% of the principal amount of the notes plus accrued and unpaid interest to the repurchase date, if any.

 

(ii)         Corporate revolving credit facility

 

As at December 31, 2019, the Company had utilized $119.1 million (December 31, 2018 - $19.7 million) of its $1,500.0 million revolving credit facility, of which $19.1 million was used for letters of credit. In 2019, the Company drew $300.0 million on the revolving credit facility and repaid $200.0 million. Subsequent to December 31, 2019, the Company repaid $100.0 million on the revolving credit facility.

 

On July 25, 2019, the Company amended its $1,500.0 million revolving credit facility to extend the maturity date by one year from August 10, 2023 to August 10, 2024.

 

Loan interest on the revolving credit facility is variable, set at LIBOR plus an interest rate margin which is dependent on the Company’s credit rating. Based on the Company’s credit rating at December 31, 2019, interest charges and fees are as follows:

 

Type of credit

 

 

Revolving credit facility

 

LIBOR plus 1.625%

Letters of credit

 

1.0833-1.625%

Standby fee applicable to unused availability

 

0.325%

 

The revolving credit facility’s credit agreement contains various covenants including limits on indebtedness, asset sales and liens. The Company is in compliance with its financial covenant in the credit agreement at December 31, 2019.

 

(iii)        Tasiast Loan

 

On December 16, 2019, the Company completed a definitive loan agreement for up to $300.0 million for Tasiast. The non-recourse loan has a term of eight years, maturing in December 2027, a floating interest rate of LIBOR plus a weighted average margin of 4.38% and a standby fee applicable to unused availability of 1.60%, with semi-annual interest payments to be made in June and December, and first principal repayments due in 2022.

 

(iv)        Other

 

The Company’s $300.0 million Letter of Credit guarantee facility with EDC matures on June 30, 2020. Letters of credit guaranteed under this facility are solely for reclamation liabilities at Fort Knox, Round Mountain, and Kettle River-Buckhorn. Fees related to letters of credit under this facility are 0.95% of the drawn amount. As at December 31, 2019, $227.8 million (December 31, 2018 - $227.4 million) was utilized under this facility.

 

In addition, at December 31, 2019, the Company had $184.7 million (December 31, 2018 - $161.5 million) in letters of credit and surety bonds outstanding in respect of its operations in Brazil, Mauritania, Ghana and Chile. These have been issued pursuant to arrangements with certain international banks and incur fees of 0.70% of the drawn amount.

 

40


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

As at December 31, 2019, $276.5 million (December 31, 2018 - $264.4 million) of surety bonds were outstanding with respect to Kinross’ operations in the United States. These surety bonds were issued pursuant to arrangements with international insurance companies and incur fees of 0.65% of the drawn amount.

 

(v)         Changes in liabilities arising from financing activities

 

 

 

Long-term

 

Lease

 

Accrued interest

 

 

 

 

 

debt

 

liabilities (a)

 

payable(b)

 

Total

 

Balance as at January 1, 2019(a)

 

$

1,735.0

 

$

42.9

 

$

33.3

 

$

1,811.2

 

Changes from financing cash flows

 

 

 

 

 

 

 

 

 

Debt issued

 

300.0

 

 

 

300.0

 

Debt repayments

 

(200.0

)

 

 

(200.0

)

Interest paid

 

 

 

(55.6

)

(55.6

)

Payment of lease liabilities

 

 

(14.3

)

 

(14.3

)

 

 

1,835.0

 

28.6

 

(22.3

)

1,841.3

 

Other changes

 

 

 

 

 

 

 

 

 

Interest expense and accretion

 

$

 

$

 

$

74.0

 

$

74.0

 

Capitalized interest

 

 

 

47.4

 

47.4

 

Capitalized interest paid

 

 

 

(45.0

)

(45.0

)

Additions of lease liabilities

 

 

22.9

 

 

22.9

 

Accretion of lease liabilities

 

 

2.9

 

 

2.9

 

Other cash changes

 

 

 

(10.0

)

(10.0

)

Other non-cash changes

 

2.4

 

0.5

 

(10.8

)

(7.9

)

 

 

2.4

 

26.3

 

55.6

 

84.3

 

Balance as at December 31, 2019

 

$

1,837.4

 

$

54.9

 

$

33.3

 

$

1,925.6

 

 


(a)         Total lease liabilities of $42.9 million was recognized upon the initial application of IFRS 16 as of January 1, 2019. See Note 4.

 

(b)         Included in Accounts payable and accrued liabilities.

 

 

 

Long-term

 

Lease

 

Accrued interest

 

 

 

 

 

debt

 

liabilities

 

payable(a)

 

Total

 

Balance as at January 1, 2018

 

$

1,732.6

 

$

 

$

33.8

 

$

1,766.4

 

Changes from financing cash flows

 

 

 

 

 

 

 

 

 

Debt issued

 

80.0

 

 

 

80.0

 

Debt repayments

 

(80.0

)

 

 

(80.0

)

Interest paid

 

 

 

(57.9

)

(57.9

)

 

 

1,732.6

 

 

(24.1

)

1,708.5

 

Other changes

 

 

 

 

 

 

 

 

 

Interest expense and accretion

 

$

 

$

 

$

72.1

 

$

72.1

 

Capitalized interest

 

 

 

41.5

 

41.5

 

Capitalized interest paid

 

 

 

(38.2

)

(38.2

)

Other cash changes

 

 

 

(9.9

)

(9.9

)

Other non-cash changes

 

2.4

 

 

(8.1

)

(5.7

)

 

 

2.4

 

 

57.4

 

59.8

 

Balance as at December 31, 2018

 

$

1,735.0

 

$

 

$

33.3

 

$

1,768.3

 

 


(a)         Included in Accounts payable and accrued liabilities.

 

41


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

13.                               PROVISIONS

 

 

 

Reclamation and 
remediation 
obligations (i)

 

Other

 

Total

 

Balance at January 1, 2019

 

$

854.1

 

$

34.9

 

$

889.0

 

Additions

 

55.7

 

7.2

 

62.9

 

Reductions

 

(7.4

)

(11.7

)

(19.1

)

Reclamation spending

 

(55.4

)

 

(55.4

)

Accretion

 

31.0

 

 

31.0

 

Reclamation recovery

 

(11.9

)

 

(11.9

)

Balance at December 31, 2019

 

$

866.1

 

$

30.4

 

$

896.5

 

 

 

 

 

 

 

 

 

Current portion

 

50.5

 

7.4

 

57.9

 

Non-current portion

 

815.6

 

23.0

 

838.6

 

 

 

$

866.1

 

$

30.4

 

$

896.5

 

 

(i)                                    Reclamation and remediation obligations

 

The Company conducts its operations so as to protect the public health and the environment, and to comply with all applicable laws and regulations governing protection of the environment. Reclamation and remediation obligations arise throughout the life of each mine. The Company estimates future reclamation costs based on the level of current mining activity and estimates of costs required to fulfill the Company’s future obligations. The above table details the items that affect the reclamation and remediation obligations.

 

Included in other operating expense for the year ended December 31, 2019 is an $11.9 million recovery (year ended December 31, 2018 - $8.0 million recovery) reflecting revised estimated fair values of costs that support the reclamation and remediation obligations for properties that have been closed or are nearing the end of their operating life. The majority of the expenditures are expected to occur between 2020 and 2044. The discount rates used in estimating the site restoration cost obligation were between 1.7% and 14.7% for the year ended December 31, 2019 (year ended December 31, 2018 - 2.5% and 12.3%), and the inflation rates used were between 2.2% and 4.0% for the year ended December 31, 2019 (year ended December 31, 2018 - 2.1% and 5.1%).

 

Regulatory authorities in certain jurisdictions require that security be provided to cover the estimated reclamation and remediation obligations. As at December 31, 2019, letters of credit totaling $391.9 million (December 31, 2018 - $366.7 million) had been issued to various regulatory agencies to satisfy financial assurance requirements for this purpose. The letters of credit were issued against the Company’s Letter of Credit guarantee facility with EDC, the corporate revolving credit facility, and pursuant to arrangements with certain international banks. The Company is in compliance with all applicable requirements under these facilities. As at December 31, 2019, $275.7 million (December 31, 2018 - $264.4 million) of surety bonds were issued with respect to Kinross’ operations in the United States. The surety bonds were issued pursuant to arrangements with international insurance companies.

 

14.                               COMMON SHARE CAPITAL

 

The authorized share capital of the Company is comprised of an unlimited number of common shares without par value. A summary of common share transactions for the years ended December 31, 2019 and 2018 is as follows:

 

 

 

Year ended 
December 31, 2019

 

Year ended 
December 31, 2018

 

 

 

Number of shares

 

Amount

 

Number of shares

 

Amount

 

 

 

(000’s)

 

 

 

(000’s)

 

 

 

Common shares

 

 

 

 

 

 

 

 

 

Balance at January 1,

 

1,250,229

 

$

14,913.4

 

1,247,004

 

$

14,902.5

 

Issued under share option and restricted share plans

 

3,537

 

12.8

 

3,225

 

10.9

 

Balance at end of period

 

1,253,766

 

$

14,926.2

 

1,250,229

 

$

14,913.4

 

 

 

 

 

 

 

 

 

 

 

Total common share capital

 

 

 

$

14,926.2

 

 

 

$

14,913.4

 

 

42


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

15.                               SHARE-BASED PAYMENTS

 

Share-based compensation recorded during the years ended December 31, 2019 and 2018 was as follows:

 

 

 

Years ended December 31,

 

 

 

2019

 

2018

 

Share option plan expense (i)

 

$

2.4

 

$

2.7

 

Restricted share unit plan expense, including restricted performance shares (ii)

 

24.6

 

18.6

 

Deferred share units expense (iii)

 

1.1

 

1.1

 

Employer portion of employee share purchase plan (iv)

 

2.1

 

2.1

 

Total share-based compensation expense

 

$

30.2

 

$

24.5

 

 

(i)                                    Share option plan

 

The Company has a share option plan for officers, employees, and contractors enabling them to purchase common shares. Under the share option plan, the aggregate number of shares reserved for issuance may not exceed 31.2 million common shares. Additionally, the aggregate number of Common Shares reserved for issuance under the share option plan to insiders, at any one time upon the exercise of Options and pursuant to all other compensation arrangements of the Company shall not exceed 10% of the total number of Common Shares then outstanding. Each option granted under the plan on or after February 16, 2011 is for a maximum term of seven years. One-third of the options granted are exercisable each year commencing one year after the date of grant. The exercise price is determined by the Company’s Board of Directors at the time the option is granted, and may not be less than the closing market price of the common shares on the last trading day prior to the grant date of the option. The stock options outstanding at December 31, 2019 expire at various dates through 2026. The number of common shares available for the granting of options as at December 31, 2019 was 12.5 million.

 

The following table summarizes the status of the share option plan and changes during the years ended December 31, 2019 and 2018:

 

 

 

2019

 

2018

 

 

 

Number of options 
(000’s)

 

Weighted average 
exercise price 
(CDN$/option)

 

Number of options 
(000’s)

 

Weighted average 
exercise price 
(CDN$/option)

 

Balance at January 1

 

12,344

 

$

5.77

 

12,173

 

$

6.52

 

Granted

 

2,042

 

4.59

 

1,950

 

4.95

 

Exercised

 

(1,577

)

4.41

 

(301

)

3.65

 

Forfeited

 

(741

)

4.42

 

(238

)

4.87

 

Expired

 

(1,898

)

9.42

 

(1,240

)

12.58

 

Outstanding at end of period

 

10,170

 

$

5.16

 

12,344

 

$

5.77

 

Exercisable at end of period

 

6,459

 

$

5.38

 

8,861

 

$

6.13

 

 

For the year ended December 31, 2019, the weighted average share price at the date of exercise was CDN$6.20.

 

43


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

The following table summarizes information about the stock options outstanding and exercisable at December 31, 2019:

 

 

 

 

 

Options outstanding

 

Options exercisable

 

 

 

Number of 
options

 

Weighted 
average 
exercise price

 

Weighted 
average 
remaining 
contractual life

 

Number of 
options

 

Weighted 
average 
exercise price

 

Weighted 
average 
remaining 
contractual life

 

Exercise price range in CDN$:

 

(000’s)

 

(CDN$)

 

(years)

 

(000’s)

 

(CDN$)

 

(years)

 

$

3.73

 

$

4.50

 

2,313

 

$

3.90

 

2.23

 

2,313

 

$

3.90

 

2.23

 

 4.51

 

5.50

 

5,070

 

4.85

 

4.50

 

1,359

 

5.03

 

3.76

 

 5.51

 

6.50

 

1,573

 

5.82

 

1.14

 

1,573

 

5.82

 

1.14

 

 6.51

 

8.03

 

1,214

 

8.02

 

0.14

 

1,214

 

8.03

 

0.14

 

 

 

 

 

10,170

 

$

5.16

 

2.94

 

6,459

 

$

5.38

 

1.89

 

 

The following weighted average assumptions were used in computing the fair value of stock options using the Black-Scholes option pricing model granted during the years ended December 31, 2019 and 2018:

 

 

 

2019

 

2018

 

Weighted average share price  (CDN$)

 

$

4.59

 

$

4.95

 

Expected dividend yield

 

0.0

%

0.0

%

Expected volatility

 

44.8

%

47.5

%

Risk-free interest rate

 

1.8

%

2.1

%

Expected option life (in years)

 

4.5

 

4.5

 

Weighted average fair value per stock option granted (CDN$)

 

$

1.79

 

$

2.05

 

 

The expected volatility used in the Black-Scholes option pricing model is based primarily on the historical volatility of the Company’s shares.

 

(ii)                                Restricted share unit plan

 

The Company has a Restricted Share Plan whereby RSUs and RPSUs may be granted to employees, officers and contractors of the Company. Under the Restricted Share Plan, the aggregate number of shares reserved for issuance may not exceed 50 million common shares. The number of common shares available for the granting of restricted shares under this plan as at December 31, 2019 was 22.7 million.

 

(a)         Restricted share units

 

RSUs are generally exercisable into one common share entitling the holder to acquire the common share for no additional consideration. RSUs vest over a three year period.

 

The following table summarizes information about the RSUs and related changes during the years ended December 31, 2019 and 2018:

 

 

 

2019

 

2018

 

 

 

Number of units 
(000’s)

 

Weighted average 
fair value 
(CDN$/unit)

 

Number of units 
(000’s)

 

Weighted average 
fair value 
(CDN$/unit)

 

Balance at January 1

 

7,626

 

$

4.88

 

8,277

 

$

4.63

 

Granted

 

5,740

 

4.56

 

4,258

 

4.85

 

Redeemed

 

(3,888

)

4.86

 

(4,247

)

4.37

 

Forfeited

 

(966

)

4.81

 

(662

)

4.86

 

Outstanding at end of period

 

8,512

 

$

4.68

 

7,626

 

$

4.88

 

 

As at December 31, 2019, the Company had recognized a liability of $13.9 million (December 31, 2018 - $8.7 million) in respect of its cash-settled RSUs.

 

44


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

(b)         Restricted performance share units

 

The RPSUs are subject to certain vesting requirements and vest at the end of three years. The vesting requirements are based on certain performance criteria over the vesting period established by the Company.

 

The following table summarizes information about the RPSUs and related changes during the years ended December 31, 2019 and 2018:

 

 

 

2019

 

2018

 

 

 

Number of units 
(000’s)

 

Weighted average 
fair value 
(CDN$/unit)

 

Number of units 
(000’s)

 

Weighted average 
fair value 
(CDN$/unit)

 

Balance at January 1

 

4,990

 

$

5.14

 

4,886

 

$

4.52

 

Granted

 

2,263

 

4.54

 

2,807

 

4.77

 

Redeemed

 

(1,702

)

4.45

 

(2,523

)

3.56

 

Forfeited

 

(614

)

4.71

 

(180

)

4.75

 

Outstanding at end of period

 

4,937

 

$

5.16

 

4,990

 

$

5.14

 

 

(iii)                            Deferred share unit plan

 

The Company has a DSU plan for its outside directors which provides that each outside director receives, on the last date in each quarter a number of DSUs having a value equal to a minimum of 50% of the compensation of the outside director for the current quarter. Each outside director can elect to receive a greater percentage of their compensation in DSUs. The number of DSUs granted to an outside director is based on the closing price of the Company’s common shares on the Toronto Stock Exchange on the business day immediately preceding the DSU issue date. At such time as an outside director ceases to be a director, the Company will make a cash payment on the outstanding DSUs to the outside director in accordance with the redemption election made by the departing director or in the absence of an election to defer redemption, in accordance with the default redemption provisions provided in the Deferred Share Unit Plan.

 

The number of DSUs granted by the Company and the weighted average fair value per unit issued for the years ended December 31, 2019 and 2018 are as follows:

 

 

 

Years ended December 31,

 

 

 

2019

 

2018

 

DSUs granted (000’s)

 

269

 

312

 

Weighted average grant-date fair value (CDN$/ unit)

 

$

5.39

 

$

4.39

 

 

There were 1,645,972 DSUs outstanding, for which the Company had recognized a liability of $7.8 million, as at December 31, 2019 (December 31, 2018 - $5.5 million).

 

(iv)                             Employee share purchase plan

 

The Company has an employee SPP whereby certain employees of the Company have the opportunity to contribute up to a maximum of 10% of their annual base salary to purchase common shares. Since 2004, the Company has made contributions equal to 50% of the employees’ contributions.

 

The compensation expense related to the employee SPP for the year ended December 31, 2019 was $2.1 million (year ended December 31, 2018 - $2.1 million).

 

45


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

16.                               EARNINGS (LOSS) PER SHARE

 

Basic and diluted net earnings (loss) attributable to common shareholders of Kinross for the year ended December 31, 2019 was $718.6 million (year ended December 31, 2018 - $(23.6) million).

 

Earnings (loss) per share has been calculated using the weighted average number of common shares and common share equivalents issued and outstanding during the period. Stock options are reflected in diluted earnings per share by application of the treasury method. The following table details the weighted average number of outstanding common shares for the purpose of computing basic and diluted loss per common share for the following periods:

 

 

 

Years ended December 31,

 

(Number of common shares in thousands) 

 

2019

 

2018

 

Basic weighted average shares outstanding:

 

1,252,316

 

1,249,495

 

Weighted average shares dilution adjustments:

 

 

 

 

 

Stock options

 

1,679

 

 

Restricted shares

 

3,181

 

 

Restricted performance shares

 

5,168

 

 

Diluted weighted average shares outstanding

 

1,262,344

 

1,249,495

 

 

 

 

 

 

 

Weighted average shares dilution adjustments - exclusions:(a)

 

 

 

 

 

Stock options(b)

 

3,870

 

8,819

 

Restricted shares

 

 

2,777

 

Restricted performance shares

 

 

4,708

 

 


(a)         These adjustments were excluded, as they are anti-dilutive.

 

(b)         Anti-dilutive stock options were determined using the Company’s average share price for the year. For the years ended December 31, 2019 and 2018, the average share price used was $3.97 and $3.44, respectively.

 

17.                               INCOME TAX EXPENSE

 

The following table shows the components of the current and deferred tax expense:

 

 

 

Years ended December 31,

 

 

 

2019

 

2018

 

Current tax expense

 

 

 

 

 

Current period

 

$

206.6

 

$

137.8

 

Adjustment for prior periods

 

(1.0

)

(7.9

)

 

 

 

 

 

 

Deferred tax expense

 

 

 

 

 

Origination and reversal of temporary differences

 

223.0

 

55.8

 

Impact of changes in tax rate

 

(1.6

)

(0.1

)

Change in unrecognized deductible temporary differences

 

(156.3

)

(35.6

)

Recognition of previously unrecognized tax losses

 

(24.0

)

(11.2

)

Total tax expense

 

$

246.7

 

$

138.8

 

 

In 2017 the Company recognized a net income tax benefit of $93.4 million due to the enactment of U.S. Tax Reform legislation passed on December 22, 2017. The 2017 net benefit included a benefit of $124.4 million in respect of the collectability of the Alternative Minimum Tax (“AMT”) credit, which was partially offset by the write-down of the net deferred tax assets to reflect the reduction in the U.S. corporate tax rate from 35% to 21% beginning January 1, 2018.

 

Guidance on the implementation and application of the U.S. Tax Reform legislation was released in 2018 and 2019.  The Internal Revenue Service released guidance that the AMT refunds would no longer be subject to sequestration for taxation years commencing after December 31, 2017. As a result, the Company recognized an additional $8.7 million income tax

 

46


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

benefit in 2018.  In 2019 the State of Alaska confirmed administratively that they would refund AMT paid for State income tax purposes, consistent with the U.S. Federal Tax Reform.  As a result, the Company recognized an additional income tax benefit of $4.6 million in 2019.

 

Further guidance on the implementation and application of the U.S. Tax Reform legislation will be forthcoming in regulations to be issued by the Department of the Treasury, legislation or guidance for the states in which the Company operates, and directions from the Office of Management and Budget. Such legislation, regulations, directions, and additional guidance may require changes to the estimated net benefit recorded and the impact of such changes will be accounted for in the period in which the legislation, regulations, directions, and additional guidance are enacted or released by the relevant authorities.

 

The reconciliation of the combined Canadian federal and provincial statutory income tax rate to the effective tax rate is as follows:

 

 

 

2019

 

2018

 

Combined statutory income tax rate

 

26.5

%

26.5

%

 

 

 

 

 

 

Increase (decrease) resulting from:

 

 

 

 

 

Mining taxes

 

1.2

%

8.0

%

Percentage of depletion

 

(1.4

)%

(3.4

)%

Difference in foreign tax rates and foreign exchange on deferred income taxes within income tax expense

 

4.5

%

42.1

%

Change in unrecognized deferred tax assets

 

(4.1

)%

59.2

%

Over provided in prior periods

 

(0.4

)%

(34.4

)%

Income not subject to tax

 

(0.7

)%

(17.1

)%

Effect of non-deductible (non-taxable) impairment/(reversals)

 

(4.2

)%

0.2

%

Accounting expenses disallowed for tax

 

2.3

%

17.8

%

Taxes on repatriation of foreign earnings

 

0.5

%

12.4

%

AMT credit receivable due to US Tax Reform

 

(0.5

)%

(7.8

)%

Other

 

1.9

%

19.1

%

Effective tax rate

 

25.6

%

122.6

%

 

i.                                         Deferred income tax

 

The following table summarizes the components of deferred income tax:

 

 

 

December 31,
2019

 

December 31,
2018

 

Deferred tax assets

 

 

 

 

 

Accrued expenses and other

 

$

29.2

 

$

39.5

 

Property, plant and equipment

 

26.3

 

25.5

 

Reclamation and remediation obligations

 

88.4

 

69.5

 

Inventory capitalization

 

11.5

 

4.3

 

Non-capital loss

 

34.7

 

19.3

 

 

 

190.1

 

158.1

 

Deferred tax liabilities

 

 

 

 

 

Accrued expenses and other

 

2.7

 

2.4

 

Reclamation and remediation obligations

 

2.8

 

 

Property, plant and equipment

 

423.4

 

340.2

 

Inventory capitalization

 

30.5

 

35.7

 

Deferred tax liabilities - net

 

$

269.3

 

$

220.2

 

 

For balance sheet disclosure purposes, deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset.

 

47


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

Movement in net deferred tax liabilities:

 

 

 

December 31,
2019

 

December 31,
2018

 

Balance at the beginning of the period

 

$

220.2

 

$

222.3

 

Recognized in profit/loss

 

41.1

 

8.9

 

Recognized in OCI

 

8.0

 

(11.1

)

Other

 

 

0.1

 

Balance at the end of the period

 

$

269.3

 

$

220.2

 

 

ii.                                     Unrecognized deferred tax assets and liabilities

 

The aggregate amount of taxable temporary differences associated with investments in subsidiaries, for which deferred tax liabilities have not been recognized, as at December 31, 2019 is $7.3 billion (December 31, 2018 - $6.7 billion).

 

Deferred tax assets have not been recognized in respect of the following items:

 

 

 

December 31,
2019

 

December 31,
2018

 

Deductible temporary differences

 

$

656.5

 

$

746.4

 

Tax losses

 

$

441.3

 

$

551.2

 

 

The tax losses not recognized expire as per the amount and years noted below. The deductible temporary differences do not expire under current tax legislation. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can utilize the benefits therefrom.

 

iii.                                 Non-capital losses (not recognized)

 

The following table summarizes the Company’s non-capital losses that can be applied against future taxable profit:

 

Country

 

Type

 

Amount

 

Expiry Date

 

Canada

 

Net operating losses

 

$

946.1

 

2027 - 2039

 

United States(a)

 

Net operating losses

 

54.8

 

2020 - 2033

 

Chile

 

Net operating losses

 

323.0

 

No expiry

 

Brazil

 

Net operating losses

 

6.3

 

No expiry

 

Mauritania

 

Net operating losses

 

219.7

 

2021 - 2023

 

Barbados

 

Net operating losses

 

677.3

 

2020 - 2025

 

Luxembourg

 

Net operating losses

 

74.4

 

Various

 

Other

 

Net operating losses

 

56.7

 

Various

 

 


(a)     Utilization of the United States loss carry forwards will be limited in any year as a result of the previous changes in ownership.

 

18.                               SEGMENTED INFORMATION

 

The Company operates primarily in the gold mining industry and its major product is gold. Its activities include gold production, acquisition, exploration and development of gold properties. The Company’s primary mining operations are in the United States, the Russian Federation, Brazil, Chile, Ghana and Mauritania.

 

The reportable segments are those operations whose operating results are reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance provided those operations pass certain quantitative thresholds. Operations whose revenues, earnings or losses or assets exceed 10% of the total consolidated revenue, earnings or losses or assets are reportable segments.

 

In order to determine reportable operating segments, management reviews various factors, including geographical location and managerial structure. It was determined by management that a reportable operating segment generally consists of an individual mining property managed by a single general manager and management team.

 

The Kupol segment includes the Kupol and Dvoinoye mines. These two mines have been aggregated into one reportable segment as they have integrated cost structures, due to the processing of Dvoinoye ore at the Kupol mill, and other shared infrastructure such as the purchasing function.

 

48


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

The Corporate and other segment includes corporate, shutdown and other non-operating assets (including Kettle River-Buckhorn, La Coipa and Lobo-Marte) and non-mining and other operations. These have been aggregated into one reportable segment as they do not generate revenues.

 

Finance income, finance expense, other income - net, and equity in earnings (losses) of joint ventures are managed on a consolidated basis and are not allocated to operating segments.

 

i.                                         Operating segments

 

The following tables set forth operating results by reportable segment for the following years:

 

 

 

Operating segments

 

Non-operating 
segments
(a)

 

 

 

Year ended December 31, 2019:

 

Fort Knox

 

Round 
Mountain

 

Bald 
Mountain

 

Paracatu

 

Maricunga

 

Kupol

 

Tasiast

 

Chirano

 

Corporate and
other
(b)

 

Total

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Metal sales

 

$

279.6

 

502.2

 

249.2

 

856.3

 

61.2

 

734.4

 

532.8

 

281.6

 

 

$

3,497.3

 

Cost of sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production cost of sales

 

213.7

 

250.6

 

136.6

 

412.3

 

31.5

 

314.1

 

230.4

 

189.7

 

 

1,778.9

 

Depreciation, depletion and amortization

 

90.3

 

39.8

 

79.5

 

163.4

 

1.7

 

125.1

 

130.2

 

92.6

 

8.7

 

731.3

 

Reversals of impairment charges

 

 

 

 

(200.7

)

 

 

(161.1

)

 

 

(361.8

)

Total cost of sales

 

304.0

 

290.4

 

216.1

 

375.0

 

33.2

 

439.2

 

199.5

 

282.3

 

8.7

 

2,148.4

 

Gross profit (loss)

 

$

(24.4

)

211.8

 

33.1

 

481.3

 

28.0

 

295.2

 

333.3

 

(0.7

)

(8.7

)

$

1,348.9

 

Other operating expense (income)

 

25.1

 

(0.3

)

7.8

 

(10.9

)

17.0

 

(8.9

)

46.4

 

(0.9

)

33.2

 

108.5

 

Exploration and business development

 

3.4

 

4.8

 

12.6

 

 

0.1

 

23.0

 

1.8

 

8.0

 

59.8

 

113.5

 

General and administrative

 

 

 

 

 

 

 

 

 

135.8

 

135.8

 

Operating earnings (loss)

 

$

(52.9

)

207.3

 

12.7

 

492.2

 

10.9

 

281.1

 

285.1

 

(7.8

)

(237.5

)

$

991.1

 

Other income - net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

72.6

 

Equity in earnings of joint ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.1

 

Finance income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7.9

 

Finance expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(107.9

)

Earnings before tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

963.8

 

 

 

 

Operating segments

 

Non-operating 
segments
(a)

 

 

 

Year ended December 31, 2018:

 

Fort Knox

 

Round 
Mountain

 

Bald 
Mountain

 

Paracatu

 

Maricunga

 

Kupol

 

Tasiast

 

Chirano

 

Corporate and

other(b)

 

Total

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Metal sales

 

$

325.5

 

483.9

 

403.9

 

663.1

 

113.6

 

627.7

 

307.8

 

286.0

 

1.1

 

$

3,212.6

 

Cost of sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production cost of sales

 

214.4

 

277.6

 

174.1

 

430.5

 

65.7

 

288.2

 

237.3

 

172.7

 

 

1,860.5

 

Depreciation, depletion and amortization

 

109.7

 

51.0

 

99.7

 

148.9

 

4.0

 

133.5

 

95.5

 

123.8

 

6.3

 

772.4

 

Total cost of sales

 

324.1

 

328.6

 

273.8

 

579.4

 

69.7

 

421.7

 

332.8

 

296.5

 

6.3

 

2,632.9

 

Gross profit (loss)

 

$

1.4

 

155.3

 

130.1

 

83.7

 

43.9

 

206.0

 

(25.0

)

(10.5

)

(5.2

)

$

579.7

 

Other operating expense (income)

 

38.2

 

 

7.9

 

13.8

 

(1.3

)

(0.4

)

52.4

 

(10.3

)

36.7

 

137.0

 

Exploration and business development

 

4.7

 

1.2

 

11.5

 

 

0.1

 

19.2

 

8.5

 

6.0

 

58.0

 

109.2

 

General and administrative

 

 

 

 

 

 

 

 

 

133.0

 

133.0

 

Operating earnings (loss)

 

$

(41.5

)

154.1

 

110.7

 

69.9

 

45.1

 

187.2

 

(85.9

)

(6.2

)

(232.9

)

$

200.5

 

Other income - net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.2

 

Equity in losses of joint ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.3

)

Finance income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11.0

 

Finance expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(101.2

)

Earnings before tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

113.2

 

 

 

 

Operating segments

 

Non-operating 
segments
(a)

 

 

 

 

 

Fort Knox

 

Round 
Mountain

 

Bald 
Mountain

 

Paracatu

 

Maricunga

 

Kupol

 

Tasiast

 

Chirano

 

Corporate and 
other
(b)

 

Total

 

Property, plant and equipment at:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2019

 

$

421.1

 

653.7

 

685.1

 

1,748.1

 

40.6

 

332.8

 

1,924.8

 

152.9

 

380.9

 

$

6,340.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets at:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2019

 

$

633.2

 

846.8

 

862.5

 

2,024.0

 

58.5

 

1,053.4

 

2,312.5

 

255.0

 

1,030.1

 

$

9,076.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures for year ended December 31, 2019(c)

 

$

149.3

 

241.5

 

249.3

 

113.5

 

 

39.7

 

370.5

 

16.4

 

27.1

 

$

1,207.3

 

 

 

 

Operating segments

 

Non-operating
segments
(a)

 

 

 

 

 

Fort Knox

 

Round 
Mountain

 

Bald 
Mountain

 

Paracatu

 

Maricunga

 

Kupol

 

Tasiast

 

Chirano

 

Corporate and
other
(b)

 

Total

 

Property, plant and equipment at:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

$

363.3

 

433.9

 

513.5

 

1,585.8

 

39.5

 

418.4

 

1,591.6

 

232.2

 

340.9

 

$

5,519.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets at:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

$

590.1

 

583.9

 

686.1

 

1,832.8

 

126.6

 

1,054.9

 

1,940.6

 

334.0

 

914.8

 

$

8,063.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures for year ended December 31, 2018(c)

 

$

95.1

 

196.5

 

161.1

 

96.0

 

 

63.6

 

454.7

 

25.5

 

5.8

 

$

1,098.3

 

 


(a)         Non-operating segments include development properties.

 

(b)         Corporate and other includes corporate, shutdown and other non-operating assets (including Kettle River-Buckhorn, La Coipa and Lobo-Marte).

 

(c)          Segment capital expenditures are presented on an accrual basis. Additions to property, plant and equipment in the consolidated statements of cash flows are presented on a cash basis.

 

49


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

ii.                                     Geographic segments

 

The following table shows metal sales and property, plant and equipment by geographic region:

 

 

 

Metal sales

 

Property, plant and equipment

 

 

 

Years ended December 31,

 

As at December 31,

 

 

 

2019

 

2018

 

2019

 

2018

 

Geographic information(a)

 

 

 

 

 

 

 

 

 

United States

 

$

1,031.0

 

$

1,214.4

 

$

1,765.0

 

$

1,315.6

 

Russian Federation

 

734.4

 

627.7

 

337.4

 

423.9

 

Brazil

 

856.3

 

663.1

 

1,749.3

 

1,585.5

 

Chile

 

61.2

 

113.6

 

394.1

 

358.2

 

Mauritania

 

532.8

 

307.8

 

1,932.4

 

1,594.8

 

Ghana

 

281.6

 

286.0

 

161.8

 

241.1

 

Total

 

$

3,497.3

 

$

3,212.6

 

$

6,340.0

 

$

5,519.1

 

 


(a)         Geographic location is determined based on location of the mining assets.

 

iii.                                 Significant customers

 

The following table represents sales to individual customers exceeding 10% of annual metal sales for the following periods:

 

Year ended December
31, 2019:

 

Fort Knox

 

Round 
Mountain

 

Bald 
Mountain

 

Paracatu

 

Maricunga

 

Kupol

 

Tasiast

 

Chirano

 

Corporate
and other

 

Total

 

Customer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

$

11.3

 

56.3

 

17.0

 

59.4

 

0.7

 

145.4

 

175.5

 

51.7

 

 

517.3

 

2

 

31.5

 

49.0

 

40.4

 

76.8

 

8.0

 

55.8

 

78.5

 

57.8

 

 

397.8

 

3

 

24.2

 

14.5

 

16.7

 

181.1

 

4.1

 

 

66.6

 

47.8

 

 

355.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,270.1

 

% of total metal sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

36.3

%

 

Year ended December
31, 2018:

 

Fort Knox

 

Round 
Mountain

 

Bald 
Mountain

 

Paracatu

 

Maricunga

 

Kupol

 

Tasiast

 

Chirano

 

Corporate
and other

 

Total

 

Customer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

$38.4

 

96.2

 

70.4

 

46.2

 

18.1

 

 

119.4

 

116.4

 

 

505.1

 

2

 

 

 

 

 

 

376.3

 

 

 

 

376.3

 

3

 

56.1

 

38.8

 

19.8

 

75.3

 

38.7

 

 

75.5

 

56.6

 

 

360.8

 

4

 

17.5

 

5.6

 

3.6

 

186.4

 

5.5

 

 

62.0

 

71.3

 

 

351.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$1,594.1

 

% of total metal sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

49.6

%

 

The Company is not economically dependent on a limited number of customers for the sale of its product because gold can be sold through numerous commodity market traders worldwide.

 

19.                               COMMITMENTS AND CONTINGENCIES

 

i.                      Commitments

 

Purchase commitments

 

At December 31, 2019, the Company had future purchase commitments of approximately $1,104.3 million (December 31, 2018 - $737.3 million), of which $186.6 million relates to commitments for capital expenditures (December 31, 2018 - $101.9 million).

 

50


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

ii.                                     Contingencies

 

General

 

Estimated losses from contingencies are accrued by a charge to earnings when information available prior to the issuance of the financial statements indicates that it is likely that a future event will confirm that an asset has been impaired or a liability incurred at the date of the financial statements and the amount of the loss can be reasonably estimated.

 

Other legal matters

 

The Company is from time to time involved in legal proceedings, arising in the ordinary course of its business. Typically, the amount of ultimate liability with respect to these actions will not, in the opinion of management, materially affect Kinross’ financial position, results of operations or cash flows.

 

Maricunga regulatory proceedings

 

In May 2015, the Chile environmental enforcement authority (the “SMA”) commenced an administrative proceeding against Compania Minera Maricunga (“CMM”) alleging that pumping of groundwater to support the Maricunga operation had impacted area wetlands and, on March 18, 2016, issued a resolution alleging that CMM’s pumping was impacting the “Valle Ancho” wetland. Beginning in May 2016, the SMA issued a series of resolutions ordering CMM to temporarily curtail pumping from its wells. In response, CMM suspended mining and crushing activities and reduced water consumption to minimal levels. CMM contested these resolutions, but its efforts were unsuccessful and, except for a short period of time in July 2016, CMM’s operations have remained suspended. On June 24, 2016, the SMA amended its initial sanction (the “Amended Sanction”) and effectively required CMM to cease operations and close the mine, with water use from its wells curtailed to minimal levels. On July 9, 2016, CMM appealed the sanctions and, on August 30, 2016, submitted a request to the Environmental Tribunal that it issue an injunction suspending the effectiveness of the Amended Sanction pending a final decision on the merits of CMM’s appeal. On September 16, 2016, the Environmental Tribunal rejected CMM’s injunction request and on August 7, 2017, upheld the SMA’s Amended Sanction and curtailment orders on procedural grounds. On October 9, 2018, the Supreme Court affirmed the Environmental Tribunal’s ruling on procedural grounds and dismissed CMM’s appeal.

 

On June 2, 2016, CMM was served with two separate lawsuits filed by the Chilean State Defense Counsel (“CDE”). Both lawsuits, filed with the Environmental Tribunal, alleged that pumping from the Maricunga groundwater wells caused environmental damage to area wetlands. One action relates to the “Pantanillo” wetland and the other action relates to the Valle Ancho wetland (described above). Hearings on the CDE lawsuits took place in 2016 and 2017, and on November 23, 2018, the Tribunal ruled in favor of CMM in the Pantanillo case and against CMM in the Valle Ancho case. In the Valle Ancho case, the Tribunal is requiring CMM to, among other things, submit a restoration plan to the SMA for approval. CMM has appealed the Valle Ancho ruling to the Supreme Court. The CDE has appealed to the Supreme Court in both cases and is asserting in the Valle Ancho matter that the Environmental Tribunal erred by not ordering a complete shutdown of Maricunga’s groundwater wells. The Supreme Court has the discretion to decide whether it will hear any of the appeals and has determined that it will hear the CDE’s appeal in the Pantanillo case. The Supreme Court has not yet determined whether it will hear the appeals in the Valle Ancho case. Prior to the November 23, 2018 rulings, CMM and the CDE were pursuing potential settlement. CMM expects to continue pursuing settlement discussions with the relevant government agencies.

 

Sunnyside litigation

 

The Sunnyside Mine is an inactive mine situated in the so-called Bonita Peak Mining District (“District”) near Silverton, Colorado. A subsidiary of Kinross, Sunnyside Gold Corporation (“SGC”), was involved in operations at the mine from 1985 through 1991 and subsequently conducted various reclamation and closure activities at the mine and in the surrounding area. On August 5, 2015, while working in another mine in the District known as the Gold King, the Environmental Protection Agency (the “EPA”) caused a release of approximately three million gallons of contaminated water into a tributary of the Animas River. In the third quarter of 2016, the EPA listed the District, including areas impacted by SGC’s operations and closure activities, on the National Priorities List pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). SGC challenged portions of the CERCLA listing in the United States Court of Appeals for District of Columbia Circuit, but SGC’s petition for review was denied, as was its subsequent petition for rehearing. The EPA has notified SGC that SGC is a potentially responsible party under CERCLA and may be jointly and severally liable for cleanup of the District or cleanup costs incurred by the EPA in the District. The EPA may in the future provide similar notification to

 

51


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

Kinross, as the EPA contends that Kinross has liability in the District under CERCLA and other statutes. In the second quarter of 2018, the EPA issued to SGC a modified Unilateral Administrative Order for Remedial Investigation (“the Order”). In the second quarter of 2019, pursuant to the original Order, the EPA issued to SGC a Modified Statement of Work, Work Plan and Field Sampling Plan (together with the Order, the “Modified Order”). The Modified Order significantly altered and expanded upon the work set out under the original Order. In the third quarter of 2019, after consulting with external legal counsel, SGC provided notice to the EPA that the Modified Order is legally indefensible, does not address any imminent hazard and SGC does not intend to comply with the Modified Order. On July 26, 2019, the EPA acknowledged receipt of SGC’s notice of its intention not to comply with the Modified Order. The EPA indicated that it would undertake to complete the work ordered under the Modified Order, and has subsequently completed some of such work. While SGC believes that it has good cause not to comply with the Modified Order, failure to comply with the Modified Order may subject SGC to significant penalties, damages and/or potential reimbursement of the cost of remediation work undertaken by the EPA.

 

In the second quarter of 2016, the State of New Mexico filed a complaint naming the EPA, SGC, Kinross and others alleging violations of CERCLA, the Resource Conservation and Recovery Act (“RCRA”), and the Clean Water Act (“CWA”) and claiming negligence, gross negligence, public nuisance and trespass. New Mexico subsequently dropped the RCRA claim. The New Mexico complaint seeks cost recovery, damages, injunctive relief, and attorney’s fees. In the third quarter of 2016, the Navajo Nation initiated litigation against the EPA, SGC and Kinross, alleging entitlement to cost recovery under CERCLA for past and future costs incurred, negligence, gross negligence, trespass, and public and private nuisance, and seeking reimbursement of past and future costs, compensatory, consequential and punitive damages, injunctive relief and attorneys’ fees. In the third quarter of 2017, the State of Utah filed a complaint, which has been amended to name the EPA, SGC, Kinross and others, alleging negligence, gross negligence, public nuisance, trespass, and violation of the Utah Water Quality Act and the Utah Solid and Hazardous Waste Act. The Utah complaint seeks cost recovery, compensatory, consequential and punitive damages, penalties, disgorgement of profits, declaratory, injunctive and other relief under CERCLA, attorney’s fees, and costs. In the third quarter of 2018, numerous members of the Navajo Nation initiated litigation against the EPA, SGC and Kinross, alleging negligence, gross negligence and injury, including great spiritual and emotional distress. The complaint of the Navajo members seeks compensatory and consequential damages, interest, punitive damages, attorneys’ fees and expenses. The New Mexico, Navajo Nation, Utah and Navajo member cases have been centralized for coordinated or consolidated pretrial proceedings in the United States District Court for the District of New Mexico. In the third quarter of 2019 (i) the EPA filed a cross claim against SGC and Kinross seeking contribution, including contribution under CERCLA, for any damages awarded to New Mexico, the Navajo Nation, or Utah as well as cost-recovery for the EPA’s response costs and remedial expenses incurred by the EPA in the District pursuant to CERCLA or other laws; (ii) Environmental Restoration, LLC, an EPA contractor, filed a cross claim against SGC seeking contribution under CERCLA and attorneys’ fees and expenses; and (iii) SGC filed a cross claim against the United States and certain contractors of the United States seeking contribution and equitable indemnity and making a due process claim against the United States. It is expected that additional claims will be made against SGC and Kinross in the course of the centralized proceeding.

 

Income taxes

 

The Company operates in numerous countries around the world and accordingly is subject to, and pays taxes under the various regimes in countries in which it operates. These tax regimes are determined under general corporate tax laws of the country. The Company has historically filed, and continues to file, all required tax returns and to pay the taxes reasonably determined to be due. The tax rules and regulations in many countries are complex and subject to interpretation. Changes in tax law or changes in the way that tax law is interpreted may also impact the Company’s effective tax rate as well as its business and operations.

 

Kinross’ tax records, transactions and filing positions may be subject to examination by the tax authorities in the countries in which the Company has operations. The tax authorities may review the Company’s transactions in respect of the year, or multiple years, which they have chosen for examination. The tax authorities may interpret the tax implications of a transaction in form or in fact, differently from the interpretation reached by the Company. In circumstances where the Company and the tax authority cannot reach a consensus on the tax impact, there are processes and procedures which both parties may undertake in order to reach a resolution, which may span many years in the future. Uncertainty in the interpretation and application of applicable tax laws, regulations or the relevant sections of Mining Conventions by the tax authorities, or the failure of relevant Governments or tax authorities to honour tax laws, regulations or the relevant sections of Mining Conventions could adversely affect Kinross.

 

52


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

20.                               RELATED PARTY TRANSACTIONS

 

There were no material related party transactions in 2019 and 2018 other than compensation of key management personnel.

 

The Company received no dividends from Puren during the years ended December 31, 2019 and 2018.

 

Key management personnel

 

Compensation of key management personnel of the Company is as follows:

 

 

 

Years ended December 31,

 

 

 

2019

 

2018

 

Cash compensation - Salaries, short-term incentives, and other benefits

 

$

7.3

 

$

8.6

 

Long-term incentives, including share-based payments

 

8.5

 

9.3

 

Termination and post-retirement benefits

 

10.2

 

 

Total compensation paid to key management personnel

 

$

26.0

 

$

17.9

 

 

Key management personnel are defined as the Senior Leadership Team and members of the Board of Directors.

 

21.                               CONSOLIDATING FINANCIAL STATEMENTS

 

The obligations of the Company under the senior notes are guaranteed by the following 100% owned subsidiaries of the Company (the “guarantor subsidiaries”): Round Mountain Gold Corporation, Kinross Brasil Mineração S.A., Fairbanks Gold Mining, Inc., Melba Creek Mining, Inc., KG Mining (Round Mountain) Inc., KG Mining (Bald Mountain) Inc., Red Back Mining B.V., Red Back Mining (Ghana) Limited, White Ice Ventures Limited, KG Far East (Luxembourg) Sarl. All guarantees by the guarantor subsidiaries are joint and several, and full and unconditional; subject to certain customary release provisions contained in the indenture governing the senior notes.

 

The following tables contain separate financial information related to the guarantor subsidiaries as set out in the consolidating balance sheets as at December 31, 2019 and 2018 and the consolidating statements of operations, statements of comprehensive income (loss) and statements of cash flows for the years ended December 31, 2019 and 2018. For purposes of this information, the financial statements of Kinross Gold Corporation and of the guarantor subsidiaries reflect investments in subsidiary companies on an equity accounting basis.

 

53


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

Consolidating balance sheet as at December 31, 2019

 

 

 

Guarantors

 

 

 

 

 

 

 

 

 

Kinross Gold

 

Guarantor

 

Guarantor

 

Total

 

Non-

 

 

 

 

 

 

 

Corp.

 

Subsidiaries

 

Adjustments

 

Guarantors

 

guarantors

 

Eliminations

 

Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

124.9

 

$

119.5

 

$

 

$

244.4

 

$

330.7

 

$

 

$

575.1

 

Restricted cash

 

 

6.6

 

 

6.6

 

8.6

 

 

15.2

 

Accounts receivable and other assets

 

6.7

 

57.1

 

 

63.8

 

66.4

 

 

130.2

 

Intercompany receivables

 

601.5

 

1,231.0

 

(317.0

)

1,515.5

 

4,406.6

 

(5,922.1

)

 

Current income tax recoverable

 

 

0.7

 

 

0.7

 

42.5

 

 

43.2

 

Inventories

 

3.4

 

507.1

 

 

510.5

 

543.3

 

 

1,053.8

 

Unrealized fair value of derivative assets

 

3.9

 

0.5

 

 

4.4

 

2.8

 

 

7.2

 

 

 

740.4

 

1,922.5

 

(317.0

)

2,345.9

 

5,400.9

 

(5,922.1

)

$

1,824.7

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

77.8

 

3,497.3

 

 

3,575.1

 

2,764.9

 

 

6,340.0

 

Goodw ill

 

 

158.8

 

 

158.8

 

 

 

158.8

 

Long-term investments

 

116.5

 

 

 

116.5

 

9.7

 

 

126.2

 

Investments in joint venture

 

 

 

 

 

18.4

 

 

18.4

 

Intercompany investments

 

4,354.0

 

4,497.2

 

(7,127.1

)

1,724.1

 

15,342.4

 

(17,066.5

)

 

Unrealized fair value of derivative assets

 

1.8

 

1.7

 

 

3.5

 

1.0

 

 

4.5

 

Other long-term assets

 

15.4

 

164.8

 

 

180.2

 

388.0

 

 

568.2

 

Long-term intercompany receivables

 

3,215.1

 

1,964.7

 

(1,759.8

)

3,420.0

 

3,500.3

 

(6,920.3

)

 

Deferred tax assets

 

 

 

 

 

35.2

 

 

35.2

 

Total assets

 

$

8,521.0

 

$

12,207.0

 

$

(9,203.9

)

$

11,524.1

 

$

27,460.8

 

$

(29,908.9

)

$

9,076.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

89.1

 

$

208.7

 

$

 

$

297.8

 

$

171.5

 

$

 

$

469.3

 

Intercompany payables

 

123.0

 

858.1

 

(317.0

)

664.1

 

5,258.0

 

(5,922.1

)

 

Current income tax payable

 

 

65.4

 

 

65.4

 

2.6

 

 

68.0

 

Current portion of provisions

 

 

25.7

 

 

25.7

 

32.2

 

 

57.9

 

Other current liabilities

 

2.6

 

10.8

 

 

13.4

 

6.9

 

 

20.3

 

 

 

214.7

 

1,168.7

 

(317.0

)

1,066.4

 

5,471.2

 

(5,922.1

)

615.5

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt and credit facilities

 

1,837.4

 

 

 

1,837.4

 

 

 

1,837.4

 

Provisions

 

11.4

 

448.4

 

 

459.8

 

378.8

 

 

838.6

 

Long-term lease liabilities

 

18.4

 

11.5

 

 

29.9

 

9.0

 

 

38.9

 

Unrealized fair value of derivative liabilities

 

0.3

 

 

 

0.3

 

0.5

 

 

0.8

 

Other long-term liabilities

 

 

45.0

 

 

45.0

 

62.7

 

 

107.7

 

Long-term intercompany payables

 

1,120.3

 

3,141.7

 

(1,759.8

)

2,502.2

 

4,418.1

 

(6,920.3

)

 

Deferred tax liabilities

 

 

264.6

 

 

264.6

 

39.9

 

 

304.5

 

Total liabilities

 

3,202.5

 

5,079.9

 

(2,076.8

)

6,205.6

 

10,380.2

 

(12,842.4

)

3,743.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common share capital

 

$

14,926.2

 

$

1,795.3

 

$

(1,795.3

)

$

14,926.2

 

$

19,276.8

 

$

(19,276.8

)

$

14,926.2

 

Contributed surplus

 

242.1

 

3,476.0

 

(3,476.0

)

242.1

 

6,556.0

 

(6,556.0

)

242.1

 

Accumulated deficit

 

(9,829.4

)

1,875.3

 

(1,875.3

)

(9,829.4

)

(8,712.2

)

8,712.2

 

(9,829.4

)

Accumulated other comprehensive income (loss)

 

(20.4

)

(19.5

)

19.5

 

(20.4

)

(54.1

)

54.1

 

(20.4

)

Total common shareholders’ equity

 

5,318.5

 

7,127.1

 

(7,127.1

)

5,318.5

 

17,066.5

 

(17,066.5

)

5,318.5

 

Non-controlling interest

 

 

 

 

 

14.1

 

 

14.1

 

Total equity

 

5,318.5

 

7,127.1

 

(7,127.1

)

5,318.5

 

17,080.6

 

(17,066.5

)

5,332.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

8,521.0

 

$

12,207.0

 

$

(9,203.9

)

$

11,524.1

 

$

27,460.8

 

$

(29,908.9

)

$

9,076.0

 

 

54


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

Consolidating balance sheet as at December 31, 2018

 

 

 

Guarantors

 

 

 

 

 

 

 

 

 

Kinross Gold

 

Guarantor

 

Guarantor

 

Total

 

Non-

 

 

 

 

 

 

 

Corp.

 

Subsidiaries

 

Adjustments

 

Guarantors

 

guarantors

 

Eliminations

 

Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

29.7

 

$

103.8

 

$

 

$

133.5

 

$

215.5

 

$

 

$

349.0

 

Restricted cash

 

 

6.2

 

 

6.2

 

6.5

 

 

12.7

 

Accounts receivable and other assets

 

9.7

 

30.4

 

 

40.1

 

61.3

 

 

101.4

 

Intercompany receivables

 

558.9

 

1,098.0

 

(275.8

)

1,381.1

 

4,283.2

 

(5,664.3

)

 

Current income tax recoverable

 

 

2.3

 

 

2.3

 

76.7

 

 

79.0

 

Inventories

 

2.6

 

478.3

 

 

480.9

 

571.1

 

 

1,052.0

 

Unrealized fair value of derivative assets

 

3.3

 

0.5

 

 

3.8

 

 

 

3.8

 

 

 

604.2

 

1,719.5

 

(275.8

)

2,047.9

 

5,214.3

 

(5,664.3

)

1,597.9

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

31.5

 

2,931.4

 

 

2,962.9

 

2,556.2

 

 

5,519.1

 

Goodwill

 

 

158.8

 

 

158.8

 

3.9

 

 

162.7

 

Long-term investments

 

145.9

 

 

 

145.9

 

10.0

 

 

155.9

 

Investments in joint ventures

 

 

 

 

 

18.3

 

 

18.3

 

Intercompany investments

 

3,557.8

 

3,983.5

 

(6,213.0

)

1,328.3

 

15,167.0

 

(16,495.3

)

 

Unrealized fair value of derivative assets

 

 

0.8

 

 

0.8

 

 

 

0.8

 

Other long-term assets

 

11.7

 

187.3

 

 

199.0

 

365.1

 

 

564.1

 

Long-term intercompany receivables

 

3,215.3

 

2,421.7

 

(1,981.0

)

3,656.0

 

3,576.0

 

(7,232.0

)

 

Deferred tax assets

 

 

 

 

 

45.0

 

 

45.0

 

Total assets

 

$

7,566.4

 

$

11,403.0

 

$

(8,469.8

)

$

10,499.6

 

$

26,955.8

 

$

(29,391.6

)

$

8,063.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

74.5

 

$

207.9

 

$

 

$

282.4

 

$

183.5

 

$

 

$

465.9

 

Intercompany payables

 

131.0

 

687.3

 

(275.8

)

542.5

 

5,121.8

 

(5,664.3

)

 

Current income tax payable

 

 

14.1

 

 

14.1

 

7.6

 

 

21.7

 

Current portion of provisions

 

 

23.6

 

 

23.6

 

49.0

 

 

72.6

 

Other current liabilities

 

7.1

 

12.3

 

 

19.4

 

32.8

 

 

52.2

 

 

 

212.6

 

945.2

 

(275.8

)

882.0

 

5,394.7

 

(5,664.3

)

612.4

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt and credit facilities

 

1,735.0

 

 

 

1,735.0

 

 

 

1,735.0

 

Provisions

 

10.9

 

403.0

 

 

413.9

 

402.5

 

 

816.4

 

Long-term lease liabilities

 

 

 

 

 

 

 

 

Unrealized fair value of derivative liabilities

 

3.9

 

3.6

 

 

7.5

 

2.1

 

 

9.6

 

Other long-term liabilities

 

 

54.7

 

 

54.7

 

43.2

 

 

97.9

 

Long-term intercompany payables

 

1,097.3

 

3,589.4

 

(1,981.0

)

2,705.7

 

4,526.3

 

(7,232.0

)

 

Deferred tax liabilities

 

 

194.1

 

 

194.1

 

71.1

 

 

265.2

 

Total liabilities

 

3,059.7

 

5,190.0

 

(2,256.8

)

5,992.9

 

10,439.9

 

(12,896.3

)

3,536.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shareholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common share capital

 

$

14,913.4

 

$

1,795.3

 

$

(1,795.3

)

$

14,913.4

 

$

19,217.6

 

$

(19,217.6

)

$

14,913.4

 

Contributed surplus

 

239.8

 

3,442.6

 

(3,442.6

)

239.8

 

6,415.6

 

(6,415.6

)

239.8

 

Accumulated deficit

 

(10,548.0

)

1,001.6

 

(1,001.6

)

(10,548.0

)

(9,078.2

)

9,078.2

 

(10,548.0

)

Accumulated other comprehensive income (loss)

 

(98.5

)

(26.5

)

26.5

 

(98.5

)

(59.7

)

59.7

 

(98.5

)

Total common shareholders' equity

 

4,506.7

 

6,213.0

 

(6,213.0

)

4,506.7

 

16,495.3

 

(16,495.3

)

4,506.7

 

Non-controlling interest

 

 

 

 

 

20.6

 

 

20.6

 

Total equity

 

4,506.7

 

6,213.0

 

(6,213.0

)

4,506.7

 

16,515.9

 

(16,495.3

)

4,527.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

7,566.4

 

$

11,403.0

 

$

(8,469.8

)

$

10,499.6

 

$

26,955.8

 

$

(29,391.6

 

$

8,063.8

 

 

55


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

Consolidating statement of operations for the year ended December 31, 2019

 

 

 

Guarantors

 

 

 

 

 

 

 

 

 

Kinross Gold
Corp.

 

Guarantor
Subsidiaries

 

Guarantor
Adjustments

 

Total
Guarantors

 

Non-
guarantors

 

Eliminations

 

Consolidated

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Metal sales

 

$

1,892.0

 

$

1,848.0

 

$

(1,794.7

)

$

1,945.3

 

$

1,552.0

 

$

 

$

3,497.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production cost of sales

 

1,857.5

 

1,009.8

 

(1,794.5

)

1,072.8

 

706.1

 

 

1,778.9

 

Depreciation, depletion and amortization

 

3.3

 

373.7

 

(0.2

)

376.8

 

354.5

 

 

731.3

 

Reversals of impairment charges

 

 

(200.7

)

 

(200.7

)

(161.1

)

 

(361.8

)

Total cost of sales

 

1,860.8

 

1,182.8

 

(1,794.7

)

1,248.9

 

899.5

 

 

2,148.4

 

Gross profit

 

31.2

 

665.2

 

 

696.4

 

652.5

 

 

1,348.9

 

Other operating expense

 

18.0

 

21.6

 

 

39.6

 

68.9

 

 

108.5

 

Exploration and business development

 

29.6

 

20.8

 

 

50.4

 

63.1

 

 

113.5

 

General and administrative

 

86.1

 

4.7

 

 

90.8

 

45.0

 

 

135.8

 

Operating earnings (loss)

 

(102.5

)

618.1

 

 

515.6

 

475.5

 

 

991.1

 

Other income (expense) - net

 

33.0

 

2.1

 

 

35.1

 

249.2

 

(211.7

)

72.6

 

Equity in earnings (losses) of joint ventures and intercompany investments

 

767.1

 

390.5

 

(824.4

)

333.2

 

0.1

 

(333.2

)

0.1

 

Finance income

 

83.5

 

57.1

 

(7.2

)

133.4

 

89.7

 

(215.2

)

7.9

 

Finance expense

 

(63.7

)

(75.0

)

7.2

 

(131.5

)

(191.6

)

215.2

 

(107.9

)

Earnings (loss) before tax

 

717.4

 

992.8

 

(824.4

)

885.8

 

622.9

 

(544.9

)

963.8

 

Income tax (expense) recovery - net

 

1.2

 

(168.4

)

 

(167.2

)

(79.5

)

 

(246.7

)

Net earnings (loss)

 

$

718.6

 

$

824.4

 

$

(824.4

)

$

718.6

 

$

543.4

 

$

(544.9

)

$

717.1

 

Net earnings (loss)attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlling interest

 

$

 

$

 

$

 

$

 

$

(1.5

)

$

 

$

(1.5

)

Common shareholders

 

$

718.6

 

$

824.4

 

$

(824.4

)

$

718.6

 

$

544.9

 

$

(544.9

)

$

718.6

 

 

56


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

Consolidating statement of operations for the year ended December 31, 2018

 

 

 

Guarantors

 

 

 

 

 

 

 

 

 

Kinross Gold

 

Guarantor

 

Guarantor

 

Total

 

Non-

 

 

 

 

 

 

 

Corp.

 

Subsidiaries

 

Adjustments

 

Guarantors

 

guarantors

 

Eliminations

 

Consolidated

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Metal sales

 

$

1,936.0

 

$

1,837.2

 

$

(1,784.0

)

$

1,989.2

 

$

1,223.4

 

$

 

$

3,212.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production cost of sales

 

1,897.7

 

1,091.6

 

(1,784.0

)

1,205.3

 

655.2

 

 

1,860.5

 

Depreciation, depletion and amortization

 

3.7

 

409.3

 

 

413.0

 

359.4

 

 

772.4

 

Reversals of impairment charges

 

 

 

 

 

 

 

 

Total cost of sales

 

1,901.4

 

1,500.9

 

(1,784.0

)

1,618.3

 

1,014.6

 

 

2,632.9

 

Gross profit

 

34.6

 

336.3

 

 

370.9

 

208.8

 

 

579.7

 

Other operating expense

 

7.6

 

59.9

 

 

67.5

 

69.5

 

 

137.0

 

Exploration and business development

 

26.1

 

17.4

 

 

43.5

 

65.7

 

 

109.2

 

General and administrative

 

76.0

 

4.5

 

 

80.5

 

52.5

 

 

133.0

 

Operating earnings (loss)

 

(75.1

)

254.5

 

 

179.4

 

21.1

 

 

200.5

 

Other income (expense) - net

 

12.9

 

(57.9

)

 

(45.0

)

460.1

 

(411.9

)

3.2

 

Equity in earnings (losses) of joint ventures, associate and intercompany investments

 

41.4

 

1.0

 

(78.1

)

(35.7

)

0.1

 

35.3

 

(0.3

)

Finance income

 

64.7

 

59.8

 

(8.1

)

116.4

 

123.0

 

(228.4

)

11.0

 

Finance expense

 

(64.6

)

(104.5

)

8.1

 

(161.0

)

(168.6

)

228.4

 

(101.2

)

Earnings (loss) before tax

 

(20.7

)

152.9

 

(78.1

)

54.1

 

435.7

 

(376.6

)

113.2

 

Income tax (expense) recovery - net

 

(2.9

)

(74.8

)

 

(77.7

)

(61.1

)

 

(138.8

)

Net earnings (loss)

 

$

(23.6

)

$

78.1

 

$

(78.1

)

$

(23.6

)

$

374.6

 

$

(376.6

)

$

(25.6

)

Net earnings (loss) attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlling interest

 

$

 

$

 

$

 

$

 

$

(2.0

)

$

 

$

(2.0

)

Common shareholders

 

$

(23.6

)

$

78.1

 

$

(78.1

)

$

(23.6

)

$

376.6

 

$

(376.6

)

$

(23.6

)

 

57


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

Consolidating statement of comprehensive income (loss) for the year ended December 31, 2019

 

 

 

Guarantors

 

 

 

 

 

 

 

 

 

Kinross Gold

 

Guarantor

 

Guarantor

 

Total

 

Non-

 

 

 

 

 

 

 

Corp.

 

Subsidiaries

 

Adjustments

 

Guarantors

 

guarantors

 

Eliminations

 

Consolidated

 

Net earnings (loss)

 

$

718.6

 

$

824.4

 

$

(824.4

)

$

718.6

 

$

543.4

 

$

(544.9

)

$

717.1

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Items that w ill not be reclassified to profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity investments at fair value through other comprehensive income (“FVOCI”) - net change in fair value (a)

 

49.6

 

 

 

49.6

 

(0.6

)

 

49.0

 

Items that are or may be reclassified to profit or loss in subsequent periods:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow hedges - effective portion of changes in fair value (b)

 

14.2

 

9.4

 

 

23.6

 

 

 

23.6

 

Cash flow hedges - reclassified to profit or loss (c)

 

(0.3

)

5.8

 

 

5.5

 

 

 

5.5

 

 

 

63.5

 

15.2

 

 

78.7

 

(0.6

)

 

78.1

 

Equity in other comprehensive income (loss) of intercompany investments

 

14.6

 

 

(15.2

)

(0.6

)

 

0.6

 

 

Total comprehensive income (loss)

 

$

796.7

 

$

839.6

 

$

(839.6

)

$

796.7

 

$

542.8

 

$

(544.3

)

$

795.2

 

Attributable to non-controlling interest

 

$

 

$

 

$

 

$

 

$

(1.5

)

$

 

$

(1.5

)

Attributable to common shareholders

 

$

796.7

 

$

839.6

 

$

(839.6

)

$

796.7

 

$

544.3

 

$

(544.3

)

$

796.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Net of tax of

 

$

 

$

 

$

 

$

 

$

0.3

 

$

 

$

0.3

 

(b) Net of tax of

 

$

1.3

 

$

3.2

 

$

 

$

4.5

 

$

 

$

 

$

4.5

 

(c) Net of tax of

 

$

(0.1

)

$

3.3

 

$

 

$

3.2

 

$

 

$

 

$

3.2

 

 

58


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

Consolidating statement of comprehensive income (loss) for the year ended December 31, 2018

 

 

 

Guarantors

 

 

 

 

 

 

 

 

 

Kinross Gold

 

Guarantor

 

Guarantor

 

Total

 

Non-

 

 

 

 

 

 

 

Corp.

 

Subsidiaries

 

Adjustments

 

Guarantors

 

guarantors

 

Eliminations

 

Consolidated

 

Net earnings (loss)

 

$

(23.6

)

$

78.1

 

$

(78.1

)

$

(23.6

)

$

374.6

 

$

(376.6

)

$

(25.6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Items that w ill not be reclassified to profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity investments at fair value through other comprehensive income (“FVOCI”) - net change in fair value (a)

 

(24.2

)

 

 

(24.2

)

(1.6

)

 

(25.8

)

Items that are or may be reclassified to profit or loss in subsequent periods:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow hedges - effective portion of changes in fair value (b)

 

(12.1

)

(35.8

)

 

(47.9

)

 

 

(47.9

)

Cash flow hedges - reclassified to profit or loss (c)

 

(6.7

)

(2.4

)

 

(9.1

)

 

 

(9.1

)

 

 

(43.0

)

(38.2

)

 

(81.2

)

(1.6

)

 

(82.8

)

Equity in other comprehensive income (loss) of intercompany investments

 

(39.8

)

 

38.2

 

(1.6

)

 

1.6

 

 

Total comprehensive income (loss)

 

$

(106.4

)

$

39.9

 

$

(39.9

)

$

(106.4

)

$

373.0

 

$

(375.0

)

$

(108.4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to non-controlling interest

 

$

 

$

 

$

 

$

 

$

(2.0

)

$

 

$

(2.0

)

Attributable to common shareholders

 

$

(106.4

)

$

39.9

 

$

(39.9

)

$

(106.4

)

$

375.0

 

$

(375.0

)

$

(106.4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Net of tax of

 

$

 

$

 

$

 

$

 

$

(0.3

)

$

 

$

(0.3

)

(b) Net of tax of

 

$

(3.0

)

$

(17.9

)

$

 

$

(20.9

)

$

 

$

 

$

(20.9

)

(c) Net of tax of

 

$

 

$

0.2

 

$

 

$

0.2

 

$

 

$

 

$

0.2

 

 

59


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

Consolidating statement of cash flows for the year ended December 31, 2019

 

 

 

Guarantor

 

 

 

 

 

 

 

 

 

Kinross Gold

 

Guarantor

 

Guarantor

 

Total

 

Non-

 

 

 

 

 

 

 

Corp.

 

Subsidiaries

 

Adjustments

 

Guarantors

 

guarantors

 

Eliminations

 

Consolidated

 

Net inflow (outflow ) of cash related to the follow ing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

718.6

 

$

824.4

 

$

(824.4

)

$

718.6

 

$

543.4

 

$

(544.9

)

$

717.1

 

Adjustments to reconcile net earnings (loss) to net cash provided from (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation, depletion and amortization

 

3.3

 

373.7

 

(0.2

)

376.8

 

354.5

 

 

731.3

 

Gain on disposition of associate and other interests - net

 

 

 

 

 

 

 

 

Reversals of impairment charges

 

 

(200.7

)

 

(200.7

)

(161.1

)

 

(361.8

)

Equity in (earnings) losses of joint ventures and intercompany investments

 

(767.1

)

(390.5

)

824.4

 

(333.2

)

(0.1

)

333.2

 

(0.1

)

Share-based compensation expense

 

14.3

 

 

 

14.3

 

 

 

14.3

 

Finance expense

 

63.7

 

75.0

 

(7.2

)

131.5

 

191.6

 

(215.2

)

107.9

 

Deferred tax expense (recovery)

 

(1.2

)

65.8

 

 

64.6

 

(23.5

)

 

41.1

 

Foreign exchange (gains) losses and other

 

(9.8

)

(10.4

)

 

(20.2

)

(32.9

)

 

(53.1

)

Reclamation recovery

 

 

 

 

 

 

(11.9

)

 

(11.9

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable and other assets

 

(1.2

)

(14.4

)

 

(15.6

)

(48.9

)

 

(64.5

)

Inventories

 

(0.8

)

12.6

 

0.2

 

12.0

 

41.8

 

 

53.8

 

Accounts payable and accrued liabilities

 

4.1

 

80.3

 

 

84.4

 

81.5

 

 

165.9

 

Cash flow provided from (used in) operating activities

 

23.9

 

815.8

 

(7.2

)

832.5

 

934.4

 

(426.9

)

1,340.0

 

Income taxes recovered (paid)

 

 

(57.0

)

 

(57.0

)

(58.1

)

 

(115.1

)

Net cash flow provided from (used in) operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing:

 

23.9

 

758.8

 

(7.2

)

775.5

 

876.3

 

(426.9

)

1,224.9

 

Additions to property, plant and equipment

 

(30.7

)

(696.4

)

 

(727.1

)

(378.1

)

 

(1,105.2

)

Acquisitions

 

 

 

 

 

(30.0

)

 

(30.0

)

Net proceeds from the sale of (additions to) long-term investments and other assets

 

126.8

 

(22.6

)

 

104.2

 

(32.6

)

 

71.6

 

Net proceeds from the sale of property, plant and equipment

 

12.0

 

0.3

 

 

12.3

 

19.6

 

 

31.9

 

Increase in restricted cash

 

 

(0.4

)

 

(0.4

)

(2.1

)

 

(2.5

)

Interest received and other - net

 

0.5

 

1.6

 

 

2.1

 

5.5

 

 

7.6

 

Net cash flow provided from (used in) investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing:

 

108.6

 

(717.5

)

 

(608.9

)

(417.7

)

 

(1,026.6

)

Proceeds from draw down of debt

 

300.0

 

 

 

300.0

 

 

 

300.0

 

Repayment of debt

 

(200.0

)

 

 

(200.0

)

 

 

(200.0

)

Payment of lease liabilities

 

(2.0

)

(8.6

)

 

(10.6

)

(3.7

)

 

(14.3

)

Interest paid

 

(55.6

)

 

 

(55.6

)

 

 

(55.6

)

Dividends received from (paid to) common shareholders and subsidiaries

 

 

(22.3

)

 

(22.3

)

(189.4

)

211.7

 

 

Dividend paid to non-controlling interest

 

 

 

 

 

(5.0

)

 

(5.0

)

Intercompany advances

 

(83.6

)

5.3

 

7.2

 

(71.1

)

(144.1

)

215.2

 

 

Other - net

 

3.9

 

 

 

3.9

 

(3.9

)

 

 

Net cash flow provided from (used in) financing activities

 

(37.3

)

(25.6

)

7.2

 

(55.7

)

(346.1

)

426.9

 

25.1

 

Effect of exchange rate changes on cash and cash equivalents

 

 

 

 

 

2.7

 

 

2.7

 

Increase (decrease) in cash and cash equivalents

 

95.2

 

15.7

 

 

110.9

 

115.2

 

 

226.1

 

Cash and cash equivalents, beginning of period

 

29.7

 

103.8

 

 

133.5

 

215.5

 

 

349.0

 

Cash and cash equivalents, end of period

 

$

124.9

 

$

119.5

 

$

 

$

244.4

 

$

330.7

 

$

 

$

575.1

 

 

60


 

KINROSS GOLD CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2019 and 2018

(Tabular amounts in millions of United States dollars, unless otherwise noted)

 

Consolidating statement of cash flows for the year ended December 31, 2018

 

 

 

Guarantor

 

 

 

 

 

 

 

 

 

Kinross Gold

 

Guarantor

 

Guarantor

 

Total

 

Non-

 

 

 

 

 

 

 

Corp.

 

Subsidiaries

 

Adjustments

 

Guarantors

 

guarantors

 

Eliminations

 

Consolidated

 

Net inflow (outflow ) of cash related to the follow ing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

(23.6

)

$

78.1

 

$

(78.1

)

$

(23.6

)

$

374.6

 

$

(376.6

)

$

(25.6

)

Adjustments to reconcile net earnings (loss) to net cash provided from (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation, depletion and amortization

 

3.7

 

409.3

 

 

413.0

 

359.4

 

 

772.4

 

Gain on disposition of associate and other interests - net

 

 

 

 

(2.1

)

 

 

(2.1

)

Reversals of impairment charges

 

 

 

 

 

 

 

 

Equity in (earnings) losses of joint ventures and intercompany investments

 

(41.4

)

(1.0

)

78.1

 

35.7

 

(0.1

)

(35.3

)

0.3

 

Share-based compensation expense

 

14.6

 

 

 

14.6

 

 

 

14.6

 

Finance expense

 

64.6

 

104.5

 

(8.1

)

161.0

 

168.6

 

(228.4

)

101.2

 

Deferred tax expense (recovery)

 

3.0

 

42.0

 

 

45.0

 

(36.1

)

 

8.9

 

Foreign exchange (gains) losses and other

 

5.4

 

(8.4

)

 

(3.0

)

15.5

 

 

12.5

 

Reclamation recovery

 

 

 

 

 

 

(8.0

)

 

(8.0

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable and other assets

 

(1.6

)

7.9

 

 

6.3

 

(29.0

)

 

(22.7

)

Inventories

 

(0.5

)

18.0

 

 

17.5

 

(23.2

)

 

(5.7

)

Accounts payable and accrued liabilities

 

(23.9

)

12.8

 

 

(11.1

)

80.9

 

 

69.8

 

Cash flow provided from (used in) operating activities

 

0.3

 

663.2

 

(8.1

)

655.4

 

900.5

 

(640.3

)

915.6

 

Income taxes recovered (paid)

 

0.1

 

(28.5

)

 

(28.4

)

(98.5

)

 

(126.9

)

Net cash flow provided from (used in) operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing:

 

0.4

 

634.7

 

(8.1

)

627.0

 

802.0

 

(640.3

)

788.7

 

Additions to property, plant and equipment

 

(7.4

)

(523.7

)

 

(531.1

)

(512.3

)

 

(1,043.4

)

Acquisitions

 

 

(269.2

)

 

(269.2

)

(35.0

)

 

(304.2

)

Net proceeds from the sale of (additions to) long-term investments and other assets

 

10.7

 

(23.5

)

 

(12.8

)

(40.1

)

 

(52.9

)

Net proceeds from the sale of property, plant and equipment

 

 

0.5

 

 

0.5

 

5.9

 

 

6.4

 

Increase in restricted cash

 

 

(0.6

)

 

(0.6

)

 

 

(0.6

)

Interest received and other - net

 

2.2

 

1.4

 

 

3.6

 

4.1

 

 

7.7

 

Net cash flow provided from (used in) from investing activities

 

5.5

 

(815.1

)

 

(809.6

)

(577.4

)

 

(1,387.0

)

Financing:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from draw down of debt

 

80.0

 

 

 

80.0

 

 

 

80.0

 

Repayment of debt

 

(80.0

)

 

 

(80.0

)

 

 

(80.0

)

Payment of lease liabilities

 

 

 

 

 

 

 

 

Interest paid

 

(57.9

)

 

 

(57.9

)

 

 

(57.9

)

Dividends received from (paid to) common shareholders and subsidiaries

 

0.1

 

0.4

 

 

0.5

 

(412.4

)

411.9

 

 

Dividend paid to non-controlling interest

 

 

 

 

 

(13.0

)

 

(13.0

)

Intercompany advances

 

(185.1

)

161.1

 

8.1

 

(15.9

)

(212.5

)

228.4

 

 

Other - net

 

(0.9

)

 

 

(0.9

)

(0.8

)

 

(1.7

)

Net cash flow provided from (used in) financing activities

 

(243.8

)

161.5

 

8.1

 

(74.2

)

(638.7

)

640.3

 

(72.6

)

Effect of exchange rate changes on cash and cash equivalents

 

 

 

 

 

(5.9

)

 

(5.9

)

Increase (decrease) in cash and cash equivalents

 

(237.9

)

(18.9

)

 

(256.8

)

(420.0

)

 

(676.8

)

Cash and cash equivalents, beginning of period

 

267.6

 

122.7

 

 

390.3

 

635.5

 

 

1,025.8

 

Cash and cash equivalents, end of period

 

$

29.7

 

$

103.8

 

$

 

$

133.5

 

$

215.5

 

$

 

$

349.0

 

 

61


EXHIBIT 99.4

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board of Directors of Kinross Gold Corporation

 

We, KPMG LLP, consent to the inclusion in this annual report on Form 40-F of:

 

·                      our Report of Independent Registered Public Accounting Firm dated February 12, 2020 addressed to the shareholders and board of directors of Kinross Gold Corporation (the “Company”), on the consolidated financial statements of the Company comprising the consolidated balance sheets of the Company as at December 31, 2019 and December 31, 2018, the consolidated statements of operations, comprehensive income (loss), cash flows and equity for the years then ended, and the related notes, and

 

·                      our Report of Independent Registered Public Accounting Firm dated February 12, 2020 on the Company’s internal control over financial reporting as of December 31, 2019,

 

each of which is incorporated by reference in this annual report on Form 40-F of the Company for the fiscal year ended December 31, 2019.

 

We also consent to the incorporation by reference of such reports into the Company’s Registration Statements on Form S-8 (Registration Nos. 333-180822, 333-180823, 333-180824 and  333-217099) and on Form F-10 (Registration No. 333-223457).

 

/s/ KPMG LLP

 

 

 

Chartered Professional Accountants, Licensed Public Accountants

 

March 30, 2020

 

Toronto, Canada

 

 


EXHIBIT 99.5

 

INFORMATION CONCERNING MINE SAFETY VIOLATIONS OR OTHER REGULATORY MATTERS REQUIRED BY SECTION 1503(A) OF THE DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT, FILED HEREWITH

 

The following disclosures are provided by Kinross Gold Corporation in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K.  These provisions require the following disclosures from companies that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) and that are required to file periodic reports under the Securities Exchange Act of 1934, as amended.  The disclosures referenced in the table below identify the number of administrative citations, orders and proposed penalty assessments that were issued to a Kinross U.S. mine by the federal Mine Safety and Health Administration (“MSHA”) during the year ending December 31, 2019. Certain citations, orders and penalty assessments are contested and appealed by the Company in legal actions before the Federal Mine Safety and Health Review Commission (“Review Commission”).  The Review Commission is an independent adjudicative agency that reviews disputes between MSHA and the Company concerning the validity of certain citations and orders (referred to as “Subtitle B” legal actions) and concerning the validity of proposed penalty assessments (referred to as “Subtitle C” legal actions) under the Mine Act.  The table below lists the number of Subtitle B and Subtitle C legal actions initiated, resolved and pending as of December 31, 2019. These disclosure requirements pertain only to the Kinross U.S. mining operations and do not apply to mines operated outside the United States.

 

Mine or 
Operating 
Name
/MSHA 
Identification
Number

 

Section 
104 S&S 
Citations
(#)

 

Section 
104(b) 
Orders
(#)

 

Section 
104(d) 
Citations 
and Orders
(#)

 

Section 
110(b)(2) 
Violations
(#)

 

Section 
107(a) 
Orders
(#)

 

Total Dollar 
Value of 
MSHA 
Assessments 
Proposed
(#)

 

Total 
Number of 
Mining- 
Related 
Fatalities
(#)

 

Received 
Notice of 
Pattern of 
Violations 
under 
Section 
104(e)
(yes/no)

 

Received 
Notice of 
Potential to 
have Pattern 
under 
Section 
104(e)
(yes/no)

 

Legal 
Actions
(2) 
Pending as of 
Last Day of 
Period
Subtitle B/Subtitle C

 

Legal Actions 
Initiated 
During 
Period
Subtitle B/Subtitle C

 

Legal Actions
Resolved 
During 
Period
Subtitle B/Subtitle C

 

Bald Mtn 26-01842

 

8

 

1

 

0

 

0

 

0

 

$20,279

 

0

 

No

 

No

 

1

 

1

 

1

 

Round Mtn 26-00594

 

7

 

0

 

0

 

0

 

0

 

$15,639

 

0

 

No

 

No

 

0

 

0

 

0

 

Fort Knox 50-01616

 

1

 

0

 

0

 

0

 

0

 

$1,772

 

0

 

No

 

No

 

0

 

0

 

0

 

Buckhorn 45-03615

 

0

 

0

 

0

 

0

 

0

 

$0

 

0

 

No

 

No

 

0

 

0

 

0

 

Kettle River 45-03283

 

0

 

0

 

0

 

0

 

0

 

$0

 

0

 

No

 

No

 

0

 

0

 

0

 

TOTAL

 

16

(1)

1

 

0

 

0

 

0

 

$37,690

(1)

0

 

No

 

No

 

1

 

1

 

1

 

 


(1)  A number of the citations, alleged violations and proposed penalties issued by MSHA comprising these values are currently being contested.

 

(2)  Legal action as used above means a single proceeding before the Review Commission addressing one or more citations, orders, penalty assessments or related claims.

 

Notes:

 

·                      This sheet includes all assessed and not assessed Significant & Substantial (S&S) citations and orders issued during calendar year 2019.

·                      Total dollar value of MSHA assessments proposed includes all citations/orders assessed during 2019.

·                      Total dollar value of MSHA assessments taken from MSHA.gov.

 


EXHIBIT 99.6

 

CONSENT OF JOHN SIMS

TO BEING NAMED AS A QUALIFIED PERSON

 

March 30, 2020

 

I hereby consent to being named and identified as a “qualified person” in connection with the mineral reserve and mineral resource estimates and the property descriptions in the Annual Information Form for the year ended December 31, 2019 (the “AIF”) and the related annual report on Form 40-F of Kinross Gold Corporation.

 

I also hereby consent to the incorporation by reference of the information contained in the AIF and annual report on Form 40-F, into Kinross Gold Corporation’s Registration Statements on Form S-8 (Registration Nos. 333-180822, 333-180823, 333-180824), filed on April 19, 2012 and (Registration No. 333-217099) filed on April 3, 2017, and on Form F-10 (Registration No. 333-223457) filed on March 6, 2018, as amended.

 

Sincerely,

 

 

 

/s/ John Sims

 

 


EXHIBIT 99.7

 

CERTIFICATION PURSUANT TO RULE 13A-14

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002

 

I, J. Paul Rollinson certify that:

 

1.                                      I have reviewed this annual report on Form 40-F of Kinross Gold Corporation;

 

2.                                      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                                      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

 

4.                                      The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

 

a)            Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)            Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)             Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)            Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

 

5.                                      The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

 

a)            All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

 

b)            Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

 

March 30, 2020

/s/ J. Paul Rollinson

 

J. Paul Rollinson

 

President and Chief Executive Officer

 

(principal executive officer)

 


EXHIBIT 99.8

 

CERTIFICATION PURSUANT TO RULE 13A-14

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002

 

I, Andrea S. Freeborough, certify that:

 

1.                                      I have reviewed this annual report on Form 40-F of Kinross Gold Corporation;

 

2.                                      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                                      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

 

4.                                      The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

 

a)            Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)            Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)             Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as to the end of the period covered by this report based on such evaluation; and

 

d)            Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

 

5.                                      The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

 

a)            All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

 

b)            Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

 

March 30, 2020

/s/ Andrea S. Freeborough

 

Andrea S. Freeborough

 

Senior Vice President & Chief Financial Officer

 

(principal financial and accounting officer)

 


EXHIBIT 99.9

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002

 

In connection with the annual report of Kinross Gold Corporation (the “Company”) on Form 40-F for the year ended December 31, 2019, J. Paul Rollinson hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

 

1.              The annual report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.              The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

March 30, 2020

/s/ J. Paul Rollinson

 

J. Paul Rollinson

 

President and Chief Executive Officer

 

(principal executive officer)

 


EXHIBIT 99.10

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002

 

In connection with the annual report of Kinross Gold Corporation (the “Company”) on Form 40-F for the year ended December 31, 2019, Andrea S. Freeborough hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

 

1.                   The annual report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.                   The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

March 30, 2020

/s/ Andrea S. Freeborough

 

Andrea S. Freeborough

 

Senior Vice President & Chief Financial Officer

 

(principal financial and accounting officer)