Kinross closed the sale of 25% of the Cerro Casale project in Chile to Barrick, announced 17 February 2010. Total value was about US$474m: about US$454m cash after working-capital adjustments plus Barrick assuming a US$20m contingent obligation. Kinross now owns 25% and Barrick 75%.
12 Mar 2010regulatory community update● NeutralMajor
Kinross announced Cdn$705,000 of humanitarian aid after the 27 Feb 2010 Chilean earthquake, and said its La Coipa and Maricunga mines (about 1,000 km north of the worst-hit area, about 1,000 employees in Chile) had no damage and only limited production disruption from a brief power outage. The same filing also carries a 11 March 2010 release: a letter agreement to make a friendly takeover bid for Underworld Resources (White Gold project, Yukon) at 0.141 Kinross share plus $0.01 cash per share, about $2.62 implied and about $139.2m for the fully diluted company, a 36.0% premium. Kinross already owns 8.5% of Underworld; full acceptance would mean about 6.8 million new Kinross shares (about 1.0% of those outstanding), and the offer needs two-thirds acceptance plus regulatory approvals.
Kinross filed a new technical report on the wholly owned Fruta del Norte gold-silver deposit in Ecuador, written by Kinross's own Robert D. Henderson (so not independent), effective 31 December 2009. It follows the Aurelian takeover completed in 2008 and the earlier report that showed only inferred resources. The report says the project covers 39 concessions of about 95,000 hectares, which must be replaced under Ecuador's new mining regulations, and that about 80% of the needed surface rights had been obtained. The resource table is cut off, so no ounce figures can be given.
Agreed in principle to buy the high-grade Dvoinoye deposit and the Vodorazdelnaya property, 90km north of Kupol in Chukotka, for US$368 million comprising US$165 million cash and Kinross shares, with ore to be processed at the existing Kupol mill. Classified as a drill result by the headline classifier; it is an acquisition.
Kinross said its Kupol mine in Russia (75% owned) became the first mine in Russia certified under the International Cyanide Management Code, after an independent audit; Kupol's transport group was certified in November 2009. La Coipa certification is to begin in 2010, and the company's other operations (Maricunga, Paracatu, Crixás, Round Mountain, Fort Knox, Kettle River-Buckhorn) are already certified. No financial effect is stated.
Kinross agreed with Export Development Canada for EDC to guarantee a letter of credit facility of up to US$125m, expected to cover reclamation obligations at Fort Knox, Round Mountain and Kettle River-Buckhorn; it expires November 2012. It sits alongside the company's recently amended US$450m revolving credit facility (amendment terms not given in the filing), and the CFO says together they improve credit availability as it considers future funding needs.
Kinross reported Q2 2009 results: revenue doubled to US$598.1m (from US$298.7m), production was 560,479 attributable gold equivalent ounces (up 38% from 406,032), and net earnings were US$19.3m (US$0.03 per share) versus US$26.0m a year earlier, while adjusted net earnings rose to US$84.3m. It raised the dividend to US$0.05 per share, up 25% on the US$0.04 paid 31 March 2009, payable 30 Sept 2009; this answers the open question on dividend amounts. Full-year 2009 production guidance is 2.3-2.4 million ounces, trimmed because the Paracatu expansion ramp-up is taking longer, which continues the thread of Paracatu's slower ramp-up. Other threads: a Lobo-Marte pre-feasibility study is due by year-end, Fruta del Norte is awaiting final approval to resume infill drilling, the Cerro Casale feasibility study is on track for Q3 2009, and Kinross and Barrick signed a new shareholders agreement for the 50-50 joint venture, held in escrow pending a corporate reorganisation. A strike at La Coipa that began 8 July ended on 1 August, cutting July production by about 9,400 ounces.
Kinross filed a technical report on the Cerro Casale gold-copper project in northern Chile, dated 6 April 2009 with a 31 December 2008 effective date, based on a pre-feasibility study finished in December 2008. It describes the project as a joint venture in which Barrick holds 51% and Kinross 49% (the Bema-acquired interest from Feb 2007). Only the table of contents and the opening summary are visible, so no resource, reserve, cost or return figures can be given.
Kinross signed a subscription agreement with Harry Winston Diamond to invest a net US$150m: US$104.4m for a 22.5% interest in the partnership holding Harry Winston's 40% of the Diavik diamond mine joint venture (operated by Rio Tinto), and US$45.6m for 15.2m Harry Winston shares at US$3.00, giving 19.9% of Harry Winston. This is a new step into diamonds outside Kinross's gold business; the CEO calls gold the primary focus. Closing was expected in about two weeks, subject to conditions and regulatory approval of the share placement.
Kinross completed its purchase of a 40% interest in Minera Santa Rosa, owner of the Lobo-Marte gold project in Chile, from Anglo American for US$140m. It expected to buy the remaining 60% from Teck before the end of 2008 for about 5.6m Kinross shares, roughly US$40m net cash and a 1.75% royalty on 60% of future production.
Kinross filed a re-addressed technical report on the Fruta del Norte deposit in Ecuador (originally written for Aurelian by Micon in Nov 2007, amended 21 Oct 2008), with expert consents. The filing says Kinross had acquired all Aurelian shares as of 30 Sept 2008 under its friendly bid, which completes the bid launched in August. The report's contents are mostly an index; the visible tables list only inferred mineral resources, and no figures are visible. So the deposit was, per this report, at inferred-resource stage.
Kinross reported Q2 2008 results: revenue US$298.7m (up 3%), net earnings US$26.0m (US$0.04 per share, versus US$53.0m a year earlier), and 406,032 gold equivalent ounces produced. Kupol poured its first gold on schedule, with first gold at the expanded Paracatu expected in September and Buckhorn first production in October, continuing the 2008 growth-project threads. Cost of sales per ounce was US$466, and the full-year forecast was raised to US$425-445 from US$385-395. 2008 production is now expected at 1.8-1.9 million ounces, slightly below the earlier forecast. Kinross also launched a friendly bid for Aurelian Resources (offer expires 3 Sept 2008), which opens the Fruta del Norte thread, and agreed to sell its 90% of the Julietta operation in Russia for US$20.0m plus other consideration. The filing also says a dividend was declared, but the amount is not in the visible text.
Kinross agreed a friendly takeover of Aurelian Resources worth about C$1.2 billion, offering 0.317 of a Kinross share plus 0.1429 of a warrant per Aurelian share, a roughly 63% premium. The warrants had a C$32.00 exercise price and five-year term, and the prize was the Fruta del Norte gold deposit in Ecuador.
Kinross filed technical reports for the Maricunga gold mine in Chile (effective 31 Dec 2007) and for Fort Knox (dated 31 March 2008). Only the front of the Maricunga report is visible: it covers the Verde and Pancho pits and was prepared in-house by a Kinross director, Maryse Bélanger, so it is not independent. The reserve and resource tables are cut off, so no figures can be given. This updates the Dec 2006 Refugio/Maricunga report; the Fort Knox report follows the Feb 2008 board approval of the US$270m expansion, but its contents are not visible.
Kinross reported 2007 results: record revenue of US$1.1 billion (up 21%), net earnings of US$334.0 million (US$0.60 per share) and production of 1,589,321 gold equivalent ounces (up 8%). Q4 earnings included a US$138.3 million gain on the Goldcorp asset swap, which had closed; reserves rose 67% to 46.6 million ounces. It declared its first-ever dividend of US$0.04 per share, payable 31 March 2008, intended to be paid semi-annually, and approved a US$270 million Fort Knox expansion that it says would extend mine life five years. The Kubaka sale was completed in January 2008, and the convertible offering closed at US$460 million with about US$449 million net proceeds. Paracatu, Kupol and Buckhorn are said to be on schedule.
Kinross filed the purchase agreement (23 Jan 2008) and the indenture (29 Jan 2008, Wells Fargo Bank as trustee) for the 1.75% convertible senior notes due 2028, completing the offering announced the week before. The visible text is legal boilerplate and representations; the terms are those already announced, and the 2028 maturity is stated in the filing header only as 'March 15, 2008' (apparently a typo).
24 Jan 2008asset acquisition disposition● NeutralMajor
Kinross agreed to sell US$420 million (US$460 million if the over-allotment is taken up) of 1.75% senior unsecured convertible notes due March 2028, convertible at about US$28.48 per share. It expects about US$410 million net, to repay its term loan with the rest for capital spending and general purposes. Holders can require repurchase in 2013, 2018 and 2023.
Kinross signed a memorandum of understanding to sell its roughly 98.1% of OAO Omolon, owner of the Kubaka mine in Russia, to OAO Polymetal for US$15 million plus a variable royalty on future production, subject to terms and conditions. Kubaka began commercial production in 1997 and stopped mining in 2005; this resolves the early-2003 question of Kinross's Omolon stake, which has grown from 54.7% to about 98.1%, by exiting it.
Kinross and Linear Gold signed the definitive option agreement on Linear's 98,000-hectare Ixhuatan Project in Chiapas, Mexico, on the terms of their 6 Sept 2007 joint release. The filing gives no price, option payments or spending commitments, so the size of the deal is not stated.
Kinross agreed an asset swap with Goldcorp: it sells its 31.9% of Musselwhite and its 49% of the Porcupine Joint Venture (the venture shown with Goldcorp as partner in the Dec 2006 report) and receives Goldcorp's 50% of Compania Minera Mantos de Oro, giving it 100% of the La Coipa mine in Chile, plus US$200 million cash. Kinross says it expects to lose about 100,000 to 120,000 ounces of annual production but with lower cash costs and higher margins; closing was expected within 60 days.
Kinross filed three technical reports: Refugio (effective 31 Dec 2006), Fort Knox (dated 30 Mar 2007) and Kupol (dated 30 Nov 2006); only the Refugio report is visible and it is cut off before the reserve tables. Refugio is a heap leach mine in Chile's Maricunga belt owned by Compania Minera Maricunga; the report says it was owned 50/50 by Kinross (operator, acquired through the 1998 Amax Gold merger) and Bema. It operated 1996 to 2001, producing over 920,000 oz of gold, and was put on care and maintenance in 2001. The report covers two Verde pits and the near-development Pancho project. No reserve figures can be given.
Kinross filed a Cerro Casale (Chile) technical report, originally written by AMEC for Bema and dated 6 August 2006, re-addressed to Kinross on 21 March 2007 after its acquisition of Bema on 27 February 2007. This confirms the Bema deal had closed, and Cerro Casale came with it. The report covers revised mine designs, process designs, operating costs and capital costs; the visible text is only certificates and consents, so no reserve or cost figures can be given.
Kinross completed its acquisition of Bema Gold, with each Bema share exchanged for 0.4447 of a Kinross share and Cdn$0.01. Bema shares were to be delisted from the NYSE that day and from the TSX around February 28, 2007.
Kinross filed the full Arrangement Agreement with Bema Gold, dated 21 December 2006, as the formal legal text behind the deal announced the day before. The visible text (contents and definitions) shows a Completion Deadline of 30 March 2007, extended to 29 June 2007 if Russian anti-monopoly approval has not been obtained by then or a Kinross condition in section 6.2(h) is unmet. Bema holders need 66-2/3% of votes cast plus a majority excluding any votes required to be excluded under minority approval rules. It also contains non-solicitation and termination fee sections, but the amounts are truncated and not given here.
On 22 December 2006 Kinross and Bema Gold signed the definitive Arrangement Agreement for Kinross's purchase of Bema, the step flagged as pending in the 18 Dec update. Bema holders get 0.4447 of a Kinross share plus Cdn.$0.01 cash per Bema share, up from 0.441, and Bema's indirect interest in Petrex (Proprietary) Ltd. will no longer go to B2 Gold, as the 6 Nov 2006 deal had contemplated. Bema's board approved unanimously, and the Bema shareholder meeting is still set for 30 January 2007.
On 18 December 2006 Kinross and Bema Gold updated shareholders on the planned acquisition. Kinross had finished due diligence, a Canadian Competition Act advance ruling certificate had been issued, and a Russian competition filing was made on 8 December. The Bema shareholder vote was set for 30 January 2007, and the deadline to sign the definitive Arrangement Agreement was extended to 22 December 2006.
Kinross filed, on 15 December 2006, a technical report dated 28 August 2006 on the Porcupine Joint Venture (Pamour, Hoyle Pond and Dome mines in Ontario) as of December 2005, stating the filing is made solely for that purpose. The report was written by AMEC for Goldcorp, Kinross's joint venture partner, and re-addressed to Kinross at its request; the visible text is only the contents pages, so no reserve or cost figures can be given. Goldcorp is named here as the joint venture partner in the Porcupine venture, which earlier filings showed as an agreement with Placer Dome (CLA) Limited; the filing does not explain the change (inference: Goldcorp succeeded to Placer Dome's interest).
Agreed to acquire Bema Gold in a US$3.1 billion all-share deal, creating a US$7.9 billion producer with nine mines in five countries and 50 million ounces of gold reserves and resources. Output of 1.8 million gold-equivalent ounces in 2006 was guided to grow 56% to about 2.8 million by 2009; Bema added Kupol in Russia and Cerro Casale, and Kinross gained full ownership of Refugio.
Kinross completed its acquisition of Crown Resources on 31 August 2006, gaining the Buckhorn gold deposit in Washington State, about 76 km by road from its Kettle River mill. Buckhorn was expected to start production in late 2007 and contribute about 200,000 ounces a year from 2008.
Kinross filed a Paracatu (Brazil) technical report dated 31 July 2006, stating the filing is made solely for that purpose, covering the mine as of December 2005, prepared by R.D. Henderson (Acting Vice President, Technical Services). The visible text is only the contents pages, which include a 'key methodology changes' section and an expansion plan, so no reserve, cost or capital figures can be given. It follows the Dec 2005 and Mar 2006 Paracatu reports, and Mr Henderson now appears in the technical services role previously held by Wesley Hanson.