AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 2004 SEC FILE NO. 333-111516
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM F-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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KINROSS GOLD CORPORATION
(Exact name of registrant as specified in its charter)
ONTARIO, CANADA 1041 650430083
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
52ND FLOOR SCOTIA PLAZA, 40 KING STREET WEST
TORONTO, ONTARIO CANADA M5H 3Y2 (416) 365-5123
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
JOHN IVANY
52ND FLOOR SCOTIA PLAZA, 40 KING STREET WEST
TORONTO, ONTARIO CANADA M5H 3Y2 (416) 365-5123
(Name, address, including zip code, and telephone number, including area code, of agent for service)
COPIES TO:
KEITH L. POPE, ESQ. JOHN J. HALLE, ESQ.
PARR WADDOUPS BROWN GEE & LOVELESS CHRISTOPHER J. VOSS, ESQ.
185 SOUTH STATE STREET, SUITE 1300 STOEL RIVES LLP
SALT LAKE CITY, UTAH 84111-1537 3600 ONE UNION SQUARE
TELEPHONE:(801) 532-7840 600 UNIVERSITY STREET
TELECOPY: (801) 532-7750 SEATTLE, WASHINGTON 98101
TELEPHONE: (206) 624-0900
TELECOPY: (206) 386-7500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of
this registration statement and the completion of the merger between Crown Merger Corporation, a wholly-owned subsidiary of
Kinross Gold Corporation, and Crown Resources Corporation.
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities
Act, please check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering. |_|
CALCULATION OF REGISTRATION FEE
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Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share(2) Offering Price(2) Fee(2)
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Common Shares, no par value 14,441,460 $7.798 $ 112,614,612 $9,111
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(1) Based on (i) (a) 20,488,101 shares of common stock, par value $0.01 per share, of Crown Resources Corporation
("Crown") outstanding as of December 9, 2003, (b) convertible debt, convertible into 12,329,527 shares of Crown
common stock as of December 9, 2003, (c) warrants to acquire up to 13,413,333 shares of Crown common stock as of
December 9, 2003, and (d) options to acquire 3,379,000 shares of Crown common stock as of December 9, 2003; and (ii)
an exchange ratio of 0.2911 Kinross Gold Corporation common shares for each share of Crown common stock pursuant to
the merger described herein.
(2) Pursuant to Rules 457(f)(1) and 457(c) under the Securities Act and solely for the purpose of calculating the
registration fee, the proposed maximum aggregate offering price is equal to the aggregate market value of the
approximate number of shares of Crown common stock to be converted in the merger (calculated as set forth in note (1)
above) based upon a market value of $2.27 per share of Crown common stock, the average of the bid and asked price per
share of Crown common stock on the OTC Bulletin Board on December 22, 2003.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR
UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
This Amendment No. 2 to Form F-4 registration statement is being filed
for the sole purpose of including the consent from M. Sharratt to being named as
a qualified person in the Proxy Statement/Prospectus included in this
registration statement. This consent is included as Exhibit 23.10 to this
registration statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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Under the Business Corporations Act (Ontario), a corporation may
indemnify a director or officer, a former director or officer or a person who
acts or acted at the corporation's request as a director or officer of another
corporation of which the corporation is or was a shareholder or creditor, and
his or her heirs and legal representatives, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by him or her in respect of any civil, criminal or
administrative action or proceeding to which he or she is made a party by reason
of being or having been a director or officer of the corporation or such other
corporation, if: (1) he or she acted honestly and in good faith with a view to
the best interests of the corporation; and (2) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
or she had reasonable grounds to believe that his or her conduct was lawful. Any
such person is entitled to such indemnity from the corporation if he or she was
substantially successful on the merits in his or her defense of the action or
proceeding and fulfilled the conditions set out in (1) and (2) above. A
corporation may, with the approval of a court, also indemnify any such person in
respect of an action by or on behalf of the corporation or such other
corporation to procure a judgment in its favor, to which such person is made a
party by reason of being or having been a director or officer of the corporation
or such other corporation, if he or she fulfills the conditions set out in (1)
and (2) above. Kinross' bylaws require Kinross to indemnify the persons
permitted to be indemnified by the provisions of the Business Corporations Act
(Ontario) summarized above and every other person who properly incurred any
liability on behalf of Kinross or acted at Kinross' request.
Insofar as indemnification for liabilities arising under the Securities
Act of 1993 may be permitted to directors, officers, and controlling persons
pursuant to the foregoing provisions, Kinross has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
contrary to public policy as expressed in the Securities Act and, therefore, is
unenforceable. (See "ITEM 22. UNDERTAKINGS.")
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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(a) Copies of the following documents are included as exhibits to this
Registration Statement, pursuant to Item 601 of Regulation S-K.
SEC
Exhibit Reference
No. No. Title of Document Location
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ITEM 2 PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION, OR SUCCESSION
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2.1 (2) Acquisition Agreement and Plan of Merger, dated as Previously Filed
of November 20, 2003, as amended April 7, 2004,
among Kinross, Crown Merger, and Crown (included as
Appendix A to the Proxy Statement/Prospectus
included as part of this registration statement)
ITEM 3 ARTICLES OF INCORPORATION, BYLAWS
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3.1 (3) Articles of Amalgamation dated December 31, 2000
(incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form 8-A filed on January
31, 2001 by Kinross (File No. 001-13382))
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3.2 (3) Articles of Amendment dated January 31, 2003 Previously Filed
3.3 (3) Bylaws (incorporated by reference to Exhibit 3.2 to
the Registration Statement on Form 8-A filed on
January 31, 2001 by Kinross (File No. 001-13382))
ITEM 4 INSTRUMENTS DEFINING THE RIGHTS OF HOLDERS, INCLUDING INDENTURES
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4.1 (4) Specimen certificate for Kinross common shares
(incorporated by reference to Exhibit 3 to the
Registration Statement on Form 8-A12B filed on
January 29, 2003 by Kinross (File No. 001-13382))
4.2 (4) Warrant Indenture by and between Kinross and
Computershare Trust Company of Canada dated as of
December 5, 2002 (incorporated by reference to
Exhibit 4.32 to the Registration Statement on Form
F-10 filed on January 23, 2003 by Kinross (File No.
333-102660))
ITEM 5 OPINION RE: LEGALITY
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5.1 (5) Opinion of Cassels Brock & Blackwell LLP, regarding Previous Filed
legality of common stock
ITEM 8 OPINION RE: TAX MATTERS
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8.1 (8) Opinion of Parr Waddoups Brown Gee & Loveless, A Previously Filed
Professional Corporation, regarding certain United
States federal income tax matters
8.2 (8) Opinion of Cassels, Brock & Blackwell LLP, Previously Filed
regarding certain Canadian federal tax matters
(included in Exhibit 5.1)
ITEM 10 MATERIAL CONTRACTS
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10.1 (10) Credit Agreement, dated as of February 1, 2003, Previous Filed
among Kinross, Kinross Gold U.S.A., Inc., Fairbanks
Gold Mining, Inc. and Round Mountain Gold
Corporation, as borrowers, The Bank of Nova Scotia,
as co-lead arranger and administrative agent,
Societe Generale, as co-lead arranger and
syndication agent, and the several lenders from
time to time parties thereto
10.2 (10) Form of Indemnity Agreement for officers and Previous Filed
directors
10.3 (10) Form of Severance Agreement between Kinross and Previous Filed
each of Robert M. Buchan and Scott A. Caldwell
dated May 1,2000
10.4 (10) Form of Severance Agreement between Kinross and Previous Filed
each of Brian W. Penny, John W. Ivany, Jerry W.
Danni, Christopher T. Hill, Gordon A. McCreary,
Shelley M. Riley, Allan D. Schoening, Ronald W.
Stewart, and Alan Edwards
10.5 (10) Kinross Gold Corporation Share Incentive Plan, May
4, 1995, as amended as of May 8, 1996, further
amended as of May 1, 1997, May 28, 1998, May 1,
2000 and July 28, 2000 (incorporated by reference
to Exhibit 4.3 to the Registration Statement on
Form S-8 filed on September 29, 2000 by Kinross
(File No. 333-12662))
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10.6 (10) Kinross Gold Corporation Restricted Share Plan
(incorporated by reference to Exhibit 99.1 to the
Registration Statement on Form S-8 filed on
July 19, 2001 by Kinross (File No. 333-13744))
10.7 (10) Combination Agreement, dated June 10, 2002 among
Kinross, TVX and Echo Bay (incorporated by
reference to Exhibit A to the Definitive Proxy
Statement on Schedule 14A filed on December 24,
2002 by Echo Bay (File No. 001-08542))
10.8 (10) Amending Agreement to Combination Agreement, dated
July 12, 2002 among Kinross, TVX and Echo Bay
(incorporated by reference to Exhibit A to the
Definitive Proxy Statement on Schedule 14A filed on
December 24, 2002 by Echo Bay (File No. 001-08542))
10.9 (10) Amending Agreement to Combination Agreement, dated
November 19, 2002 among Kinross, TVX and Echo Bay
(incorporated by reference to Exhibit A to the
Definitive Proxy Statement on Schedule 14A filed on
December 24, 2002 by Echo Bay (File No. 001-08542))
10.10 (10) Kinross Gold Corporation Deferred Share Unit Plan, Previous Filed
dated September 30, 2003
ITEM 21 SUBSIDIARIES OF THE REGISTRANT
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21.1 (21) Subsidiaries of Kinross Previous Filed
ITEM 23 CONSENT OF EXPERTS AND COUNSEL
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23.1 (23) Consent of Cassels Brock & Blackwell LLP (included Previous Filed
in Exhibit 5.1)
23.2 (23) Consent of Parr Waddoups Brown Gee & Loveless, A Previous Filed
Professional Corporation(included in Exhibit 8.1)
23.3 (23) Consent of Deloitte & Touche LLP, independent Previous Filed
chartered accountants for Kinross
23.4 (23) Consent of Deloitte & Touche LLP, independent Previous Filed
chartered accountants for Crown
23.5 (23) Consent of PriceWaterhouseCoopers LLP, independent Previous Filed
chartered accountants for TVX
23.6 (23) Consent of Ernst & Young LLP, independent chartered Previous Filed
accountants for Echo Bay
23.7 (23) Consent of Rod Cooper to being named as a qualified Previous Filed
person
23.8 (23) Consent of A. Still to being named as a qualified Previous Filed
person
23.9 (23) Consent of A. Cheatle to being named as a qualified Previous Filed
person
23.10 (23) Consent of M. Sharrat to being named as a qualified This Filing
person
23.11 (23) Consent of J. Ochoa to being named as a qualified Previous Filed
person
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23.12 (23) Consent of W. Yamaoka to being named as a qualified Previous Filed
person
23.13 (23) Consent of Mike Michaud to being named as an expert Previous Filed
23.14 (23) Consent of Steffen Robertson and Kirsten to being Previous Filed
named as an expert
ITEM 24 POWER OF ATTORNEY
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24.1 (24) Power of Attorney (contained in the signature pages Previous Filed
of this registration statement on Form F-4)
ITEM 99 ADDITIONAL EXHIBITS
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99.1 (99) Form of Proxy Card of Crown Previous Filed
99.2 (99) Stockholder and Voting Agreement, dated as of Previous Filed
November 20, 2003, among Kinross, Zoloto,
Solitario, Christopher E. Herald, Mark E. Jones,
III, Brian Labadie, James R. Maronick, and Steven
A. Webster
99.3 (99) Toll Milling Agreement, dated as of November 11, Previous Filed
2003, between Echo Bay Minerals and Crown
99.4 (99) Distribution Agreement, dated as of November 20, Previous Filed
2003, among Solitario, Crown, and Kinross
* To be filed
(b) All financial statement schedules are omitted because they are not applicable or because the required
information is contained in the Consolidated Financial Statements or the Notes thereto.
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ITEM 22. UNDERTAKINGS
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The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a
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director, officer, or controlling person of the registrant in the successful
defense of any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Toronto,
Province of Ontario, Canada, on the 26th day of April, 2004.
KINROSS GOLD CORPORATION
(Registrant)
By: /s/ Brian W. Penny
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Brian W. Penny, Chief Financial Officer
and Vice President Finance
By: /s/ Scott W. Loveless
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Scott W. Loveless, Authorized Representative
in the United States
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Robert M. Buchan
(Chief Executive Officer and President) and Director
Brian W. Penny, Chief Financial Officer and
Vice President Finance
(Principal Financial and Accounting Officer)
John A. Brough, Director
Scott A. Caldwell, Director
Arthur H. Ditto, Director
By: /s/ Brian W. Penny
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Richard S. Hallisey, Director Brian W. Penny, Attorney-in-Fact
Dated: April 26, 2004
John M.H. Huxley, Director
John A. Keyes, Director
George F. Michals, Director
Cameron A. Mingay, Director
John E. Oliver, Director