6-K
KINROSS GOLD CORP (KGC)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2022
Commission File Number: 001-13382
KINROSSGOLD CORPORATION
(Translation of registrant's name into English)
17^th^ Floor, 25 York Street,
Toronto, Ontario, M5J 2V5
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F:
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2b:
Page 2
This report on Form 6-K is being furnished for the sole purpose of providing a copy of the press release dated July 28, 2022 in which Kinross Gold Corporation announced the renewal of its share buyback program.
INDEX
Table of Contents
SIGNATURES
EXHIBIT INDEX
| 99.1 | Press Release dated July 28, 2022. |
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Page 3
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| KINROSS<br> GOLD CORPORATION |
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| Signed:<br> //Lucas Crosby// |
| Vice<br> President, Assistant General Counsel and Corporate Secretary |
July 28, 2022
Exhibit 99.1
| Kinross Gold Corporation |
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| 25 York Street,<br>17th Floor |
| Toronto,<br>ON Canada M5J 2V5 |
NEWS RELEASE
Kinrossannounces renewal of share buyback program
(All dollar amountsare expressed in U.S. dollars, unless otherwise noted.)
Toronto, Ontario, July 28, 2022 – Kinross Gold Corporation (“Kinross” or the “Company”) (TSX: K, NYSE: KGC) is pleased to announce that the Toronto Stock Exchange (the “TSX”) has accepted the notice filed by the Company to renew its normal course issuer bid (“NCIB”) program.
Under the NCIB program, the Company is authorized to purchase up to 65,002,277 of its common shares (out of the 1,300,045,558 common shares outstanding as at July 27, 2022) representing 5% of the Company’s issued and outstanding common shares, during the period starting on August 3, 2022 and ending on August 2, 2023.
In deciding to continue its NCIB program, the Company believes that the market price of the common shares may not, from time to time, fully reflect their value, and accordingly, the purchase of the common shares would be in the best interest of the Company and an attractive and appropriate use of available funds. Kinross is committed to enhancing shareholder returns through programs such as a share buyback and its quarterly dividend, which are underpinned by the Company’s investment grade balance sheet, strong free cash flow position and growing production profile from its global portfolio. This strong foundation places Kinross in an excellent position to continue generating substantial value for its shareholders.
Kinross may make any purchases through the facilities of the TSX, the New York Stock Exchange (the “NYSE”) and/or alternative Canadian trading systems, if eligible, or by such other means as may be permitted by the TSX and/or NYSE or under applicable law. Daily repurchases on the TSX will be limited to a maximum of 1,158,750 common shares, representing 25% of the average daily trading volume for the six months ended June 30, 2022 (being 4,635,002 common shares), except where purchases are made in accordance with the “block purchase exception” of the TSX rules. Subject to certain exceptions for block purchases, the maximum number of common shares which can be purchased per day on the NYSE will be 25% of the average daily trading volume for the four calendar weeks preceding the date of purchase. All shares purchased by the Company under the NCIB program will be cancelled. Pursuant to the terms of the previous normal course issuer bid approved by the TSX on July 28, 2021, the Company was authorized to repurchase up to 63,096,676 of its common shares and repurchased an aggregate of 17,608,678 common shares, which shares were cancelled.
Purchases will be made by the Company in accordance with the requirements of the TSX and/or the NYSE and the price which the Company will pay for any such common shares will be the market price of any such common shares at the time of acquisition, or such other price as may be permitted by the TSX and/or the NYSE.
In connection with the NCIB program, the Company has entered into an automatic repurchase plan with its designated broker to allow for purchases of its common shares during certain pre-determined black-out periods, subject to certain parameters as to price and number of common shares. Outside of these pre-determined black-out periods, common shares will be repurchased in accordance with management’s discretion, subject to applicable law.
Although the Company has a present intention to acquire its common shares pursuant to the NCIB program, the Company will not be obligated to make any purchases and purchases may be suspended by the Company at any time.
www.kinross.com
| Kinross Gold Corporation |
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| 25 York Street<br>17th Floor |
| Toronto,<br>ON, Canada M5J 2V5 |
About Kinross Gold Corporation
Kinross is a Canadian-based global senior gold mining company with operations and projects in the United States, Brazil, Mauritania, Chile, Ghana and Canada. Our focus is on delivering value based on the core principles of responsible mining, operational excellence, disciplined growth, and balance sheet strength. Kinross maintains listings on the Toronto Stock Exchange (symbol:K) and the New York Stock Exchange (symbol:KGC).
Media Contact
Louie Diaz
Vice-President, Corporate Communications
phone: 416-369-6469
louie.diaz@kinross.com
Investor Relations Contact
Chris Lichtenheldt
Vice-President, Investor Relations
phone: 647-821-1736
chris.lichtenheldt@kinross.com
Cautionary statement on forward-looking information
All statements, other than statements of historicalfact, contained or incorporated by reference in this news release including, but not limited to, any information as to the future financialor 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 “safeharbor” under the United States Private Securities Litigation Reform Act of 1995 and are based on expectations, estimates and projectionsas of the date of this news release. Forward-looking statements contained in this news release, include, but are not limited to, thoserelating to potential purchases under the Company’s NCIB. The words “anticipate”, “continue”, “estimates”, “expects”, “forecast”, “guidance”, “intends”, “outlook”, “progress”, “potential”, “prioritize”, 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 identifyforward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while consideredreasonable by Kinross as of the date of such statements, are inherently subject to significant business, economic and competitive uncertaintiesand contingencies. The estimates, models and assumptions of Kinross referenced, contained or incorporated by reference in this news release,which may prove to be incorrect, include, but are not limited to, the various assumptions set forth herein and in our Management’sDiscussion and Analysis (“MD&A”) for the year ended December 31, 2021, and the Annual Information Form dated March 31,2022. 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: the inaccuracy of any of the foregoing assumptions. Many of these uncertainties and contingenciescan directly or indirectly affect, and could cause, Kinross’ actual results to differ materially from those expressed or impliedin any forward-looking statements made by, or on behalf of, Kinross, including but not limited to resulting in an impairment charge ongoodwill and/or assets. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and futureevents could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providinginformation about management’s expectations and plans relating to the future. All of the forward-looking statements made in thisnews release are qualified by this cautionary statement and those made in our other filings with the securities regulators of Canada andthe United States including, but not limited to, the cautionary statements made in the “Risk Analysis” section of our MD&Afor the year ended December 31, 2021 and the Annual Information Form dated March 31, 2022. These factors are not intended to representa complete list of the factors that could affect Kinross. Kinross disclaims any intention or obligation to update or revise any forward-lookingstatements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extentrequired by applicable law.
Source: Kinross Gold Corporation
| p.<br> 2 Kinross announces renewal of share buyback program | www.kinross.com |
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