Ontario, Canada
(State or other jurisdiction of
incorporation or organization)
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98-0162236
(I.R.S. Employer
Identification No.)
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Shelley M. Riley
Kinross Gold Corporation
25 York Street, 17
th
Floor
Toronto, Canada M5J 2V5
(416) 365-5123
Telecopy: (416) 363-6622
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Copy to:
Keith L. Pope, Esq.
Parr Brown Gee & Loveless
185 South State Street, Suite 800
Salt Lake City, Utah 84111
(801) 532-7840
Telecopy: (801) 532-7750
(Name, address and telephone number, including area code, of agent for service)
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Title of Securities to be Registered
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Amount to be
Registered
(1) (2)
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Proposed Maximum
Offering
Price per
Share(2)
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Proposed Maximum
Aggregate
Offering
Price(2)
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Amount of
Registration
F
ee(2)
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Common Shares, no par value
and associated rights
(3)
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21,166,667
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$ 9.36
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$ 198,120,004
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$ 22,705
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(1)
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This Registration Statement shall also cover any additional shares of common stock which become issuable under the Kinross Gold Corporation Share Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of common stock of Kinross Gold Corporation (the “Registrant”).
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(2)
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Pursuant to Rule 457(h)(1) and 457(c) under the Securities Act of 1933, as amended, this amount is calculated based upon the average of the high and low prices of the Company’s common stock reported on the New York Stock Exchange system on April 12, 2012, of $9.36. It is estimated solely for the purpose of calculating the registration fee.
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(3)
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Each common share includes an attached right arising under and subject to the terms set forth in the Shareholder Rights Plan Agreement dated as of February 26, 2009 (the “Rights Agreement”), between the Registrant and Computershare Investor Services Inc., as Rights Agent. Until the occurrence of certain events described in such Agreement, the rights are not exercisable, are evidenced by the Registrant’s common shares and transfer automatically with, and only with, the common shares.
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(5)
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The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A/A as filed on April 11, 2012, including any amendment or report filed for the purpose of updating such description.
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(a) he/she acted honestly and in good faith with a view to the best interests of the Corporation (or, if applicable, in the best interest of the other entity for which the individual acted as a director, officer or in a similar capacity at the Corporation’s request); and
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(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he/she had reasonable grounds for believing his/her conduct was lawful.
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Nothing in this section shall affect any other right to indemnity to which any person may be or become entitled by contract or otherwise, and no settlement or plea of guilty in any action or proceeding shall alone constitute evidence that a person did not meet a condition set out in clause (a) or (b) of this section or any corresponding condition in the Act. From time to time the board may determine that this section shall also apply to the employees of the Corporation who are not directors or officers of the Corporation or to any particular one or more or class of such employees, either generally or in respect of a particular occurrence or class of occurrences and either prospectively or retroactively. From time to time thereafter the board may also revoke, limit or vary the continued such application of this section.
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KINROSS GOLD CORPORATION
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/s/ Shelley M. Riley | |
Name: Shelley M. Riley
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Title: Vice President Office Services and Corporate Secretary
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/s/ Keith L. Pope | |
Keith L. Pope
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Authorized Representative in the United States
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Signature
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Title
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Date
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/s/
Tye W. Burt
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Chief Executive Officer and President and Director
(Principal Executive Officer)
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April 19, 2012
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||||||
Tye W. Burt
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||||||||
/s/
Paul H. Barry
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Executive Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
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April 19, 2012
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||||||
Paul H. Barry
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||||||||
/s/
John A. Brough
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Director
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April 19, 2012
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||||||
John A. Brough
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||||||||
/s/
John K. Carrington
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Director
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April 19, 2012
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||||||
John K. Carrington
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||||||||
/s/
Kenneth Irving
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Director
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April 19, 2012
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||||||
Kenneth Irving
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/s/
John M.H. Huxley
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Director
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April 19, 2012
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||||||
John M.H. Huxley
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||||||||
/s/
John A. Keyes
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Director
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April 19, 2012
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||||||
John A. Keyes
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||||||||
/s/
Catherine McLeod-Seltzer
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Director
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April 19, 2012
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||||||
Catherine McLeod-Seltzer
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||||||||
/s/ George A. Michals
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Director
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April 19, 2012
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||||||
George A. Michals | ||||||||
/s/
John E. Oliver
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Director
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April 19, 2012
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||||||
John E. Oliver
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||||||||
/s/ Terence C.W. Reid |
Director
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April 19, 2012
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||||||
Terence C.W. Reid
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Regulation S-K
Exhibit Number
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Description
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4.1
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Articles of Amalgamation dated January 1, 2011 (incorporated by reference to Exhibit No. 3.1 to Registrant’s Registration Statement on Form 8-A/A filed April 11, 2012).
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4.2
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Registrant’s Amended and Restated By-Law No. 1 (incorporated by reference to Exhibit No. 3.2 to Registrant’s Registration Statement on Form 8-A/A filed April 11, 2012).
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4.3
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Shareholder Rights Plan Agreement dated February 26, 2009, entered into between Kinross Gold Corporation and Computershare Investment Services Inc. (incorporated by reference to Exhibit 99.2 to Registrant’s report on Form 6-K filed March 3, 2009).
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5.1
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Opinion of Osler, Hoskin & Harcourt LLP, as to the legality of the securities offered.
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23.1
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Consent of KPMG LLP.
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23.2
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Consent of Osler, Hoskin & Harcourt LLP (included in Exhibit No. 5.1)
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23.3
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Consent of Robert Henderson, Qualified Person.
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23.4
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Consent of Mark Sedore, Qualified Person.
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23.5
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Consent of Marek Nowak, Qualified Person.
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23.6
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Consent of Wayne Peter Barnett, Qualified Person.
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24.1
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Power of Attorney (included on signature page).
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Osler, Hoskin & Harcourt
llp
620 8
th
Avenue – 36
th
Floor
New York, N.Y. 10018
212.867.5800
main
212.867.5802
facsimile
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Page 2
In rendering our opinion regarding the Share Purchase Rights, we have assumed that the Board of Directors of the Company has acted and will act in accordance with its fiduciary duties with respect to the authorization, execution, delivery and administration of the Shareholder Rights Plan Agreement and the issuance of the Share Purchase Rights. Our opinion does not address the determination a court of competent jurisdiction may make regarding whether the Board of Directors of the Company would be required to redeem or terminate, or take other action with respect to, the Share Purchase Rights at some future time. Further, our opinion addresses the Shareholder Rights Plan Agreement and the Share Purchase Rights in their entirety and not any particular provision of them, and it is not settled whether the invalidity of any particular provision would invalidate the Share Purchase Rights in their entirety.
We express no opinion herein as to any laws or any matters governed by any laws other than the laws of the Province of Ontario, Canada.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Yours very truly,
/s/
OSLER, HOSKIN & HARCOURT LLP
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─
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our Independent Auditors’ Report of Registered Public Accounting Firm dated February 15, 2012, on the consolidated balance sheets of Kinross Gold Corporation ("the Company") as at December 31, 2011, December 31, 2010 and January 1, 2010, the consolidated statements of operations, comprehensive income (loss), cash flows and equity for the years ended December 31, 2011 and December 31, 2010, and notes, comprising a summary of significant accounting policies and other explanatory information,
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─
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our Report of Independent Registered Public Accounting Firm dated February 15, 2012, except as to notes 23 and 24, which are as of March 23, 2012, on the consolidated balance sheets of the Company as at December 31, 2011, December 31, 2010 and January 1, 2010 and the related consolidated statements of operations, comprehensive income (loss), cash flows and equity for the years ended December 31, 2011 and December 31, 2010; and
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─
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our Report of Independent Registered Public Accounting Firm dated February 15, 2012 on the Company’s internal control over financial reporting as of December 31, 2011
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