Toronto, Ontario - September 1, 2010 - Kinross
Gold Corporation announced today that in response to a request from
Institutional Shareholder Services (ISS), the Company is providing
further details regarding its friendly combination with Red Back
Mining Inc. This includes additional detail to the "Background to
the Arrangement" section of the management information circular
dated August 16, 2010. The Company is also providing further
information on its development plans for the Tasiast mine, in order
to assist Kinross shareholders in evaluating the transaction.
Background to the transaction
From December 2009 through the first quarter of 2010, the
Kinross Board met on five occasions, during which it received
regular updates regarding potential acquisitions from Kinross
management. These meetings included a number of discussions
regarding early stage review of potential opportunities involving
Red Back. Over the next four months, prior to the announcement of
the transaction on August 2, 2010, the Board convened a further
four times. At these meetings, the proposed business combination
with Red Back was the subject of detailed discussion and
consideration. In addition, the standing Special Committee of the
Board, which advises the Board and management on transactional
matters as part of its mandate, met on numerous occasions during
the same period. On ten separate occasions, the Special
Committee met specifically to discuss potential opportunities
involving Red Back. Between January 2010 and the announcement of
August 2, 2010, senior management from the two companies met five
times to formally discuss and negotiate the terms of a potential
business combination. Additional detail on the chronology and
substance of the above meetings during which the Red Back
combination was discussed is provided in an appendix to this news
release.
Tasiast development plans
Following closing, Kinross plans to undertake immediately an
extensive development program to expand the Tasiast operation. The
Company currently anticipates completing this expansion program
within approximately 36 months, with a view to commencing
operations at a new mill in the fourth quarter of 2013. Given its
extensive due diligence of Red Back and the Tasiast mine, the
Company has already undertaken a substantial amount of planning and
development work to support the proposed expansion. The Company's
near-term timeline addresses four major areas of development
activity:
• First, immediately following closing, a comprehensive
integration program will be undertaken with the aim of ensuring a
smooth transition and integration of the two companies, including
maintaining production at existing operations and promptly
initiating preparatory activities to support the expansion project
at Tasiast.
• Second, an intensive exploration program including additional
infill and step-out drilling is expected to commence shortly after
closing. This program will involve increasing significantly the
number of drill rigs at Tasiast and accelerating the current
drilling campaign to delineate the high-grade zone at depth. The
Company will provide an update on its expanded exploration program
along with its third quarter results in November 2010 and expects
to issue a new NI 43-101 compliant reserve and resource declaration
in February 2011.
• Third, the Company expects to fast-track engineering and
project development work on the Tasiast expansion, including
tendering for an EPCM contractor, completion of a scoping study by
December 2010, and completion of a feasibility study by July 2011.
The development plan for Tasiast currently envisions construction
of a new mill with increased capacity from the current level of
10,000 tonnes per day to approximately 60,000 tonnes per day, and
purchase of a new, larger mining fleet, tailored to the scale of
the expanded operation.
• Fourth, the Company will commence community relations and
permitting activities to support an expanded operation and required
infrastructure, including the need for additional water, power, and
related infrastructure.
Kinross will provide updates on progress in its 2010 third
quarter and year-end results.
Extensive due diligence
Prior to announcing the transaction, Kinross conducted
approximately six months of exhaustive due diligence on Red Back,
including:
• multiple site visits to Tasiast and Chirano by Kinross
geologists, engineers, and members of the executive team and Board
of Directors;
• meetings with key government representatives in Mauritania;
• twinning of existing Red Back drill holes;
• extensive metallurgical testing; and,
• modeling of options for optimal mining and processing
scenarios.
In addition, the Company received third-party opinions on the
geologic potential, metallurgy, mining operations and engineering
of expansion scenarios, and fairness opinions from four leading
financial institutions. This included an opinion from Morgan
Stanley, which was engaged by Kinross solely to provide a financial
opinion to the Board, and will not be paid a fee that is contingent
on the outcome of the proposed transaction.
Kinross and Red Back: a compelling
combination
The friendly combination of Kinross and Red Back has been
unanimously approved by the boards of directors of both companies.
The combination will create a pure gold senior producer with an
exceptional growth profile, matching Kinross' strong base of
high-quality mines, growth projects and proven track record, with
Red Back's early-stage operating mines and outstanding exploration
and expansion potential. The combination generates significant
benefits for shareholders of both companies:
• Kinross acquires a pair of high-quality producing assets,
including the Tasiast property which has the potential to be one of
the world's great gold deposits.
• Kinross gains a new presence in West Africa, one of the
world's fastest-growing gold regions, and inherits a seasoned
management team and employee base with extensive West African
operating experience.
• Red Back shareholders gain exposure to Kinross' balanced
portfolio of eight operating mines and four development projects,
and continued participation in potential upside at Tasiast through
Kinross share ownership.
• Red Back shareholders benefit from Kinross' seasoned exploration
and development team with a proven track record, and its stronger
financial and technical platform to help realize the full potential
of Red Back's existing assets.
Based on analyst consensus production estimates for Kinross and
Red Back, forecast pro forma gold production for the combined
company would be approximately 3.9 million ounces in 2015.
Kinross believes there is significant upside potential for Red
Back's assets beyond this estimate, based on its evaluations and
the potential for exploration and production expansion.
Kinross will hold a special meeting of shareholders on September
15, 2010 at 10 a.m. ET regarding the proposed combination with Red
Back. Proxies to be used or acted upon at the meeting must be
deposited with Kinross' transfer agent, Computershare Investor
Services Inc., by 10 a.m. ET on September 13, 2010.
For any questions regarding the voting process, shareholders are
advised to contact Kinross' proxy solicitation agent, Kingsdale
Shareholder Services Inc., at 1-866-581-1479 (in North America) or
at 416-867-2272 (outside of North America), or by e-mail at [email protected].
Kinross intends to prepare and mail shortly a supplement to the
management information circular dated August 16, 2010 setting forth
the additional materials set forth in this press release. The
supplement will be mailed to the to the holders of Kinross common
shares on August 11, 2010, the record date for the special meeting
of shareholders, and will be available at www.sedar.com under the Company's
profile.
Appendix: Supplemental disclosure
The following information is supplementary to the Company's
prior disclosure in the management information circular ("the
Circular") dated August 16, 2010 and should be read in conjunction
with the information in the "Background to the Transaction" section
of the Circular.
Please download the PDF of this news release to view the Appendix.
Cautionary Statement on Forward-Looking Information
All statements, other than statements of historical fact, contained or incorporated by reference in this news release, including 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 harbour” under the United States Private Securities Litigation Reform Act of 1995 and are based on reviewed harbour expectations, estimates and projections as of the date of this new release. Forward‐looking statements include, without limitation, possible events, opportunities, statements with respect to possible events or opportunities, the future price of gold and silver, the estimation of mineral reserves and resources and the realization of such estimates, the timing and amount and costs of estimated future production, expected capital expenditures, development and mining activities, permitting time lines, currency fluctuations, requirements for additional capital, government regulation, environmental risks, unanticipated reclamation expenses, title disputes or claims. The words “plan”, “opportunity”, “expects”, “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “pro-forma”, “targets”, “interpretations”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might”, or “will be taken”, “occur”, or “be achieved” and similar expressions identify forward‐looking statements. Forward‐looking statements are necessarily based upon a number of estimates, interpretations 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 and assumptions of Kinross contained in this news release, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth herein, as well as: (1) that Kinross will complete the proposed business combination transaction with Red Back in accordance with the terms and conditions of the arrangement agreement (“the Arrangement”); (2) the accuracy of management’s assessment of the effects of the successful completion of the Arrangement; (3) the accuracy of Kinross and Red Back’s mineral reserve and mineral resource estimates; (4) that production at the Dvoinoye deposit will commence in 2013, consistent with management’s expectations; (5) that production at each of the Cerro Casale, Fruta del Norte and Lobo Marte properties will commence in 2014, consistent with management’s expectations; (6) the accuracy of management’s assessments of the growth of gold resources and gold production in West Africa; (7) the viability of the Tasiast and Chirano mines, and the development and expansion of Tasiast and Chirano mines on a basis consistent with Kinross and Red Back’s current expectations; and (8) the viability of Red Back’s exploration properties and permitting the development and expansion of such properties on a basis consistent with Kinross and Red Back’s current expectations. Statements representing management’s financial and other outlook have been prepared solely for purposes of expressing their current views regarding the Company’s financial and other outlook and may not be appropriate for any other purpose. Many of these uncertainties and contingencies can affect, and could cause, Kinross’ actual results to differ materially from those expressed or implied in any forward‐looking statement made by, or on behalf of, Kinross. 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. All of the forward‐looking statements made in this news release are qualified by these cautionary statements and those made in our filings with the securities regulators of Canada and the U.S., including but not limited to those cautionary statements made in the “Risk Factors” section of our most recently filed Annual Information Form, the “Risk Analysis” section of our most recently filed Management’s Discussion and Analysis, in the “Statements Regarding Forward-Looking Information” and “Risk Factors” sections of our Management Information Circular dated August 16, 2010 and mailed to Kinross shareholders in connection with the Arrangement, and the “Cautionary Statement on Forward‐Looking Information” in our news release regarding the Arrangement dated Aguust 2, 2010, to which readers are referred and which are incorporated by reference in this news release, and all of which qualify any and all forward‐looking statements made in this news release. These factors are not intended to represent a complete list of the factors that could affect Kinross or the Arrangement or the combined company resulting therefrom. 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.
Other information
Where we say “we”, “us”, “our”, the “Company”, or “Kinross” in this news release, we mean Kinross Gold Corporation and/or one or more or all of its subsidiaries, as may be applicable. Where we say Red Back in this news release, we mean Red Back Mining Inc. and/or one or more of its subsidiaries, as may be applicable.
This news release does not constitute an offer of any securities for sale.
About Kinross
Kinross is a Canadian-based gold mining company with mines and projects in Canada, the United States, Brazil, Chile, Ecuador and Russia, and employs approximately 5,500 people worldwide.
Kinross' strategic focus is to maximize net asset value and cash flow per share through a four-point plan built on: delivering mine and financial performance; attracting and retaining the best people in the industry; achieving operating excellence through the "Kinross Way"; and delivering future value through profitable growth opportunities.
Kinross maintains listings on the Toronto Stock Exchange (symbol:K) and the New York Stock Exchange (symbol:KGC).
Media Contact
Steve Mitchell
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phone: 416-365-2726
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phone: 416-365-2744
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