Kinross amends share purchase agreement with Asante

Executive Summary

• Kinross Gold Corp. entered into an amendment to its April 24, 2022 share purchase agreement with Asante Gold Corp., committing up to $55 million in cash and a convertible debenture for the issuance of 36,927,650 Asante common shares at C$1.45 per share.
• The transaction will increase Kinross’s ownership in Asante from ~6 % (non‑diluted) to approximately 9.5 % (non‑diluted) and up to 18 % on a partially diluted basis after conversion of the debenture, triggering an early‑warning filing under Canadian securities law.
• Interest on the convertible debenture will be paid in kind, with caps to keep Kinross’s ultimate ownership below 19.9 % (partially diluted).

Key Details

• Cash Consideration: Up to US$55 million payable to Kinross, subject to adjustments, before Aug 31 2025.
• Equity Issuance: 36,927,650 Asante common shares at C$1.45 per share.
• Convertible Debenture: Terms allow conversion at C$1.81 per share for a five‑year period; principal amount and convertible share count will be set at closing to cap Kinross’s ownership at ≤18 % (partially diluted).
• Current Holdings: Kinross holds 29,850,984 Asante shares + 5 million warrants (~6 % non‑diluted, ~6.9 % partially diluted).
• Post‑Closing Ownership: Approximately 9.5 % of Asante’s outstanding shares on a non‑diluted basis; up to 18 % on a partially diluted basis after conversion.
• Interest Payment: Paid in kind via increase to the debenture principal, subject to a restriction preventing Kinross from exceeding 19.9 % ownership (partially diluted).
• Regulatory Requirement: Because Kinross will beneficially own >10 % of Asante, an early‑warning report was filed per Canadian securities regulations.
• Advisors: Infor Financial Inc. (financial adviser); Osler, Hoskin & Harcourt LLP (legal adviser).

Notable Quotes

(No direct quotes were provided in the release.)