Oorspronkelijke tekst
Deze vertaling beoordelen
Je feedback wordt gebruikt om Google Translate te verbeteren
Home
Kinross Gold Corporation
Kinross Extends Acquisition Agreement With Crown Resources to First Quarter 2006
Published Jun 1 2005
4 min read

Kinross Extends Acquisition Agreement With Crown Resources to First Quarter 2006

TORONTO, June 1 /CNW/ - Kinross Gold Corporation (TSX-K; NYSE-KGC)
("Kinross") announced that it has signed an amendment (the "Amendment") with
Crown Resources Corporation (OTCBB-CRCE) ("Crown") to extend the termination
date of the definitive acquisition agreement (the "Agreement") and adjust the
price that Kinross will pay to acquire Crown and its 100%-owned Buckhorn
Mountain gold deposit located in north central Washington State, USA.
With this Amendment, the termination date of the Agreement has been
extended to March 31, 2006, subject to Kinross filing its financial statements
no later than December 31, 2005. The transaction is subject to regulatory
approvals, a minimum two-thirds approval at a special meeting of Crown
shareholders and other customary closing conditions. Both parties are working
to close the transaction as rapidly as possible.
Under the terms of the Amendment, shareholders of Crown will receive 0.34
shares of Kinross for each share of Crown, an increase of 0.0489 over the
original exchange ratio of 0.2911. A valuation collar has also been agreed
upon in which the aggregate maximum value of Kinross common shares to be
issued to Crown shareholders is US$110 million and the minimum value is
US$77.5 million, excluding shares held by Kinross.
Kinross has also agreed to purchase a US$10.0 million convertible
debenture (the "Debenture") from Crown. The Debenture is convertible into 5.8
million shares of Crown. In the event the Agreement is terminated, Crown shall
have the right to convert all amounts due under this Debenture by providing 30
days prior notice to Kinross.
Assuming all of the outstanding Crown warrants and options are converted,
a total of approximately 16.6 million common shares of Kinross will be issued
upon the completion of the transaction.
Tye Burt, President and C.E.O. of Kinross said "We are driving hard to
complete the appropriate filings to make this transaction happen. We remain
100% committed to the deal, and look forward to starting work on the property
as soon as possible."
The Buckhorn Mountain gold deposit is a high-grade skarn gold deposit
located 240 kilometres northwest of Spokane, Washington, approximately
67 kilometers by road from Kinross' Kettle River gold milling facility. As at
December 31, 2003, Crown had reported total proven and probable reserves of
approximately 2.8 million tonnes grading 11 grams per tonne gold and other
mineralization of 0.4 million tonnes grading 16 grams per tonne gold as
reported in the technical report prepared by SRK Consulting dated December
2003. The technical report containing information about reserves and resources
is compliant with Canadian National Instrument 43-101, was filed on SEDAR on
December 5, 2003 and can be found under Kinross' profile at www.sedar.com.
With the assistance of an independent consulting engineering firm, Kinross is
currently updating the Buckhorn Mountain reserve and mineralized material
estimates.

About Kinross Gold Corporation

Kinross Gold Corporation (www.kinross.com) is a senior gold producer with
eleven gold producing properties in six countries, primarily in North and
South America. Kinross' head office is located in Toronto and its common
shares trade under the symbol K on the Toronto Stock Exchange, and under the
symbol KGC on the New York Stock Exchange.

-------------------------------------------------------------------------
This press release includes certain "Forward-Looking Statements" within
the meaning of section 21E of the United States Securities Exchange Act of
1934, as amended. All statements, other than statements of historical fact,
included herein, including without limitation, statements regarding potential
mineralization and reserves, exploration results and future plans and
objectives of Kinross and Crown, are forward-looking statements that involve
various risks and uncertainties. There can be no assurance that such
statements will prove to be accurate and actual results and future events
could differ materially from those anticipated in such statements. Development
of Buckhorn Mountain is subject to the successful completion of the
acquisition of Crown by Kinross, the completion and implementation of an
economically viable mining plan, obtaining the necessary permits and approvals
from various regulatory authorities, and compliance with operating parameters
established by such authorities. Important factors that could cause actual
results to differ materially from Kinross' and Crown's expectations are
disclosed under the heading "Risk Factors" and elsewhere in Kinross' and
Crown's documents filed from time to time with the Toronto Stock Exchange, the
United States Securities and Exchange Commission and other regulatory
authorities.

Where to Find Additional Information about the Acquisition:

This press release is not, and is not intended to be, a solicitation of
proxies or an offer of securities. Kinross intends to file with the Securities
and Exchange Commission ("SEC") a registration statement that will include a
proxy statement on behalf of Crown and a prospectus on behalf of Kinross, and
other relevant documents in connection with the proposed acquisition.
Investors and security holders of Kinross and Crown are urged to read the
proxy statement/prospectus and other relevant materials, when they become
available, as they will contain important information about Kinross, Crown and
the proposed acquisition. The proxy statement/prospectus and other relevant
materials, and any other documents filed by Kinross or Crown with the SEC, may
be obtained free of charge at the SEC's website at www.sec.gov, when filed. A
free copy of the joint proxy statement/prospectus and other relevant materials
may also be obtained from Kinross, when available.
Crown and its officers and directors may be deemed to be participants in
the solicitation of proxies from its stockholders with respect to the
transactions contemplated by the proposed acquisition. A description of the
interests of the directors and executive officers of Crown will be contained
in the definitive proxy statement/ prospectus and the other relevant documents
filed with the SEC.
%SEDAR: 00002968E