Kinross amends share purchase agreement with Asante

Executive Summary

• Kinross Gold Corp. has filed an Early Warning Report indicating it has acquired deemed beneficial ownership of more than 10% of Asante Gold Corp.'s outstanding shares due to an amendment to a previous share purchase agreement.
• As part of the amendment, Asante will issue Kinross 36,927,650 common shares and a convertible debenture as deferred consideration, subject to aggregate cash payments of $55 million (U.S.) to Kinross.
• Upon closing, Kinross’s ownership in Asante is expected to increase from approximately 6.0% (non-diluted) to approximately 9.5% (non-diluted), with the potential to reach up to 18% on a partially diluted basis if the convertible debenture is converted.

Key Details

• Transaction Structure: Amendment to the share purchase agreement dated April 24, 2022, between Kinross and Asante Gold Corp.
• Conditions: Subject to satisfaction of conditions on or prior to August 31, 2025, including aggregate cash payments to Kinross equal to $55 million (U.S.), subject to agreed adjustments.
• Issuance to Kinross:
  • Common Shares: 36,927,650 shares at a price of $1.45 (Canadian) per share.
  • Convertible Debenture: Issued at Kinross's option, convertible into shares at a price of $1.81 (Canadian) per share for a period of five years from issuance.
• Ownership Thresholds:
  • Current Holding: 29,850,984 shares and 5 million warrants, representing ~6.0% (non-diluted) and ~6.9% (partially diluted).
  • Post-Closing Holding (Non-Diluted): Approximately 9.5% of outstanding shares.
  • Post-Closing Holding (Partially Diluted): Up to 18% of outstanding shares, assuming conversion of all convertible securities held by Kinross.
  • Immediate Impact (If closed today): The debenture principal would result in Kinross owning ~17.3% on a partially diluted basis.
• Debenture Terms: Interest is payable in kind (PIK) via an increase in the principal amount, restricted to prevent Kinross and affiliates from owning more than 19.9% on a partially diluted basis.
• Advisers: Infor Financial Inc. (Financial Adviser) and Osler, Hoskin & Harcourt LLP (Legal Adviser).
• Regulatory Context: Kinross is required to file this Early Warning Report under Canadian securities laws due to crossing the 10% beneficial ownership threshold.

Notable Quotes

• "Accordingly, Kinross has acquired deemed beneficial ownership of more than 10 per cent of the outstanding shares and is required by applicable Canadian securities laws to issue this news release and file a corresponding early warning report."