Kinross Gold Corp 6-K, filed Aug 11, 2025
Kinross Gold Corp (KGC)
About this 6-K
Kinross Gold Corp filed this 6-K on August 11, 2025.
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 August, 2025
Commission File Number: 001-13382
KINROSS GOLD CORPORATION
(Translation of registrant's name into English)
17th 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
This report on Form 6-K is being furnished for the sole purpose of providing a copy of (i) the press release dated August 11, 2025 in which Kinross Gold Corporation announced an amendment agreement to the share purchase agreement between Kinross Gold Corporation and Asante Gold Corporation and (ii) the related Early Warning Report as filed on SEDAR+.
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INDEX
Table of Contents
SIGNATURES
EXHIBIT INDEX
| 99.1 | Press Release dated August 11, 2025 | |
| 99.2 | Early Warning Report dated August 11, 2025 |
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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 GOLD CORPORATION | |
| Signed: //Lucas R. Crosby// | |
| Senior Vice President, General Counsel |
August 11, 2025
Exhibit 99.1
 |
Kinross
Gold Corporation 25 York Street, 17th Floor Toronto, ON Canada M5J 2V5 |
Kinross Files Early Warning Report with respect to Asante Gold
(All dollar amounts are expressed in Canadian dollars, unless otherwise noted.)
Toronto, Ontario, August 11, 2025 – Kinross Gold Corporation (“Kinross”) (TSX: K, NYSE: KGC) announced today that it has entered into an amendment agreement to the share purchase agreement dated April 24, 2022 (as amended) (the “Purchase Agreement”) between Kinross and Asante Gold Corporation (“Asante”) pursuant to which, subject to the satisfaction of certain conditions on or prior to August 31, 2025, including aggregate cash payments to Kinross equal to US$55,000,000, subject to certain agreed adjustments, Asante will issue to Kinross:
| (i) | 36,927,650 common shares in the capital of Asante (“Shares”) at a price equal to C$1.45 per Share; and |
| (ii) | a convertible debenture (the “Convertible Debenture”) which shall be convertible into Shares at the option of Kinross at any time for a period of five years from the date of issuance at a conversion price equal to C$1.81 per Share (collectively, the “Transaction”). |
The principal amount of the Convertible Debenture and aggregate number of Shares into which the Convertible Debenture may be converted will be determined based on the closing date of the Transaction but will be calculated to result in Kinross holding a maximum of 18% of the outstanding Shares, on a partially diluted basis assuming the conversion of all convertible securities of Asante held by Kinross, immediately following the Transaction (after giving effect to the Transaction and any other treasury issuances of Shares that occur prior to, or concurrently with, the closing of the Transaction).
Kinross currently holds 29,850,984 Shares and 5,000,000 warrants to purchase Shares (the “Warrants”), which represents approximately 6.0% of the issued and outstanding Shares on a non-diluted basis, and 6.9% of the issued and outstanding Shares on a partially diluted basis assuming exercise of the Warrants. Upon closing of the Transaction, Kinross will own approximately 9.5% of the outstanding Shares, on a non-diluted basis, and up to 18% of the outstanding Shares, on a partially diluted basis assuming the conversion of the convertible securities of Asante held by Kinross.
If the Transaction were to close today, the principal amount of the Convertible Debenture would result in Kinross owning approximately 17.3% of the outstanding Shares, on a partially diluted basis assuming the conversion of the convertible securities of Asante held by Kinross. Interest on the Convertible Debenture shall be payable in-kind through an increase in the principal amount of the Convertible Debenture (subject to a restriction on interest that would cause Kinross and its affiliates to own more than 19.9% of the Shares on a partially diluted basis assuming the conversion of all convertible securities of Asante held by Kinross).
Accordingly, Kinross has acquired deemed beneficial ownership of more than 10% of the outstanding Shares and is required by applicable Canadian securities laws to issue this press release and file a corresponding early warning report.
Kinross agreed to acquire the Shares and the Convertible Debenture as deferred consideration pursuant to the Purchase Agreement. Kinross may or may not purchase or sell securities of Asante in the future on the open market or in private transactions, depending on market conditions and other factors. Kinross currently has no other plans or intentions that relate to its investment in Asante. Depending on market conditions, general economic and industry conditions, Asante’s business and financial condition and/or other relevant factors, Kinross may develop other plans or intentions in the future.
www.kinross.com |
| |
Kinross
Gold Corporation 25 York Street 17th Floor Toronto, ON, Canada M5J 2V5 |
A copy of the early warning report filed by Kinross in connection with the investment will be available on Asante’s SEDAR+ profile at www.sedarplus.com. Alternatively, you may contact Luke Crosby, Senior Vice President, General Counsel and Corporate Secretary at 647-788-4478 to obtain a copy of the report. Kinross is organized under the laws of the Province of Ontario and its head office is located at 25 York Street, 17th Floor, Toronto, Ontario M5J 2V5. Asante’s head office is located at 615 – 800 West Pender Street, Vancouver, British Columbia V6C 2V6.
INFOR Financial Inc. acted as financial advisor and Osler, Hoskin & Harcourt LLP acted as legal advisor to Kinross in relation to the Purchase Agreement and related negotiations.
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 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
Samantha Sheffield
Director, Corporate Communications
phone: 416-365-3034
Samantha.Sheffield@Kinross.com
Investor Relations Contact
David Shaver
Senior Vice-President, Investor Relations and Communications
phone: 416-365-2854
InvestorRelations@Kinross.com
| p. 2 Kinross Files Early Warning Report with respect to Asante Gold | www.kinross.com |
| |
Kinross
Gold Corporation 25 York Street 17th Floor Toronto, ON, Canada M5J 2V5 |
Cautionary statement on forward-looking information
All statements, other than statements of historical fact, contained in this news release 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 harbor” under the United States Private Securities Litigation Reform Act of 1995 and are based on expectations, estimates and projections as of the date of this news release. The words “may”, “will”, “plan” 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 identify forward-looking statements. Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by Kinross as of the date of such statements, are inherently subject to significant uncertainties and contingencies. These uncertainties and contingencies can affect, and could cause, Kinross’ actual results to differ materially from those expressed or implied in any forward-looking statements 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.
Kinross disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.
Source: Kinross Gold Corporation
| p. 3 Kinross Files Early Warning Report with respect to Asante Gold | www.kinross.com |
Exhibit 99.2
EARLY WARNING REPORT
PURSUANT TO NATIONAL INSTRUMENT 62-103 –
THE EARLY WARNING SYSTEM
AND RELATED TAKE-OVER BID AND INSIDER REPORTING ISSUES
Initial early warning report.
Item 1 – Security and Reporting Issuer
| 1.1 | State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities. |
Common shares (the “Shares”) of Asante Gold Corporation (the “Issuer”)
Asante Gold Corporation
800 West Pender Street, Suite 615
Vancouver, British Columbia
V6C 2V6
| 1.2 | State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place. |
Not applicable.
Item 2 – Identity of the Acquiror
| 2.1 | State the name and address of the acquiror. |
Kinross Gold Corporation (“Kinross”)
25 York Street, 17th Floor
Toronto, Ontario
M5J 2V5
| 2.2 | State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence. |
On August 8, 2025, Kinross entered into an amending agreement with the Issuer (the “Amendment Agreement”) to a share purchase agreement between Kinross and the Issuer dated April 24, 2022 (as amended) (the “SPA” and together with the Amendment, the “Purchase Agreement”). Pursuant to the Purchase Agreement, subject to the satisfaction of certain conditions on or prior to August 31, 2025, including aggregate cash payments to Kinross equal to US$55,000,000, subject to certain agreed adjustments, the Issuer will issue to Kinross:
| (i) | 36,927,650 Shares at a price equal to C$1.45 per Share; and |
| (ii) | a convertible debenture (the “Convertible Debenture”) which shall be convertible into Shares at the option of Kinross at any time for a period of five years from the date of issuance at a conversion price equal to C$1.81 per Share (collectively, the “Transaction”). |
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The principal amount of the Convertible Debenture and aggregate number of Shares into which the Convertible Debenture may be converted will be determined based on the closing date of the Transaction but will be calculated to result in Kinross holding a maximum of 18% of the outstanding Shares, on a partially diluted basis assuming the conversion of all convertible securities of the Issuer held by Kinross, immediately following the Transaction (after giving effect to the Transaction and any other treasury issuances of Shares that occur prior to, or concurrently with, the closing of the Transaction).
Pursuant to the Purchase Agreement, the Convertible Debenture will have a maturity date of seven years from the date of issuance and shall accrue interest for a period of five years from the date of issuance at a rate of 3.0% per annum and for the final two years prior to maturity at a rate of a 5.0% margin above a base rate, which interest shall be payable in-kind through an increase in the principal amount of the Convertible Debenture (subject to a restriction on interest that would cause Kinross and its affiliates to own more than 19.9% of the Shares on a partially diluted basis assuming the conversion of all convertible securities of the Issuer held by Kinross).
| 2.3 | State the names of any joint actors. |
Not applicable.
Item 3 – Interest in Securities of the Reporting Issuer
| 3.1 | State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file this report and the change in the acquiror’s securityholding percentage in the class of securities. |
As of the date of the Amendment Agreement, Kinross holds 29,850,984 Shares and 5,000,000 warrants to purchase Shares (the “Warrants”), which represents approximately 6.0% of the issued and outstanding Shares on a non-diluted basis, and 6.9% of the issued and outstanding Shares on a partially diluted basis assuming exercise of the Warrants.
Kinross will acquire Shares and the Convertible Debenture as described in Item 2.2.
Upon closing of the Transaction, Kinross will own approximately 9.5% of the outstanding Shares, on a non-diluted basis, and up to 18% of the outstanding Shares, on a partially diluted basis assuming the conversion of the convertible securities of the Issuer held by Kinross. If the Transaction were to close today, the principal amount of the Convertible Debenture would result in Kinross owning approximately 17.3% of the outstanding Shares, on a partially diluted basis assuming the conversion of the convertible securities of Asante held by Kinross.
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| 3.2 | State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file this report. |
See Item 2.2.
| 3.3 | If the transaction involved a securities lending arrangement, state that fact. |
Not applicable.
| 3.4 | State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report. |
See Items 2.2 and 3.1.
The exact number of Shares into which the Convertible Debenture may convert will be determined immediately prior to the closing of the Transaction.
| 3.5 | State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which |
| (a) | the acquiror, either alone or together with any joint actors, has ownership and control, |
See Item 3.1.
| (b) | the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and |
Not applicable.
| (c) | the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership. |
Not applicable.
| 3.6 | If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings. |
Not applicable.
| 3.7 | If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement. |
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State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.
Not applicable.
| 3.8 | If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding. |
Not applicable.
Item 4 – Consideration Paid
| 4.1 | State the value, in Canadian dollars, of any consideration paid or received per security and in total. |
See Item 2.2. The Shares are being issued at an issue price of C$1.45 per Share, representing total consideration for the Shares of C$53,545,092.50. The principal amount of the Convertible Debenture to be issued to Kinross will be determined immediately prior to the closing of the Transaction but is expected to be approximately US$79.7 million or C$109.6 million based on current exchange rates.
| 4.2 | In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror. |
See Item 4.1. Kinross agreed to acquire the Shares and the Convertible Debenture as deferred consideration under the Purchase Agreement.
| 4.3 | If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition. |
See Item 2.2.
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Item 5 – Purpose of the Transaction
State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:
| (a) | the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer; |
| (b) | a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries; |
| (c) | a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries; |
| (d) | a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board; |
| (e) | a material change in the present capitalization or dividend policy of the reporting issuer; |
| (f) | a material change in the reporting issuer’s business or corporate structure; |
| (g) | a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company; |
| (h) | a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace; |
| (i) | the issuer ceasing to be a reporting issuer in any jurisdiction of Canada; |
| (j) | a solicitation of proxies from securityholders; |
| (k) | an action similar to any of those enumerated above. |
Kinross agreed to acquire the Shares and the Convertible Debenture as deferred consideration under the Purchase Agreement. Kinross may or may not purchase or sell securities of the Issuer in the future on the open market or in private transactions, depending on market conditions and other factors. Kinross currently has no other plans or intentions that relate to its ownership of securities in the Issuer. Depending on market conditions, general economic and industry conditions, the Issuer’s business and financial condition and/or other relevant factors, Kinross may develop other plans or intentions in the future relating to one or more of the above items.
Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer
Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.
Not applicable.
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Item 7 – Change in Material Fact
If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.
Not applicable.
Item 8 – Exemption
If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.
Not applicable.
[Signature Page Follows]
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Item 9 – Certification
I, as the acquiror, certify, or I, as the agent filing this report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.
Date: August 11, 2025
| KINROSS GOLD CORPORATION | ||||
| By: | “Luke Crosby” | |||
| Name: | Luke Crosby | |||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||
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