Fortress Minerals to pay US$240 million in cash and equity
Toronto, Ontario, October 21, 2014 - Kinross Gold Corporation (TSX: K, NYSE: KGC) is pleased to announce that it has entered into an agreement with Fortress Minerals Corp. (TSXV: FST.H) ("Fortress"), a member of the Lundin Group of Companies, to sell all of its interest in Aurelian Resources Inc. and the Fruta del Norte (FDN) project in Ecuador for US$240 million in cash and equity.
Kinross will receive US$100 million to US$190 million in cash, depending on the net proceeds from Fortress' announced equity financing, of which affiliates of the Lundin Family Trust have committed up to US$100 million. The balance of the purchase price will be paid in Fortress equity.
"We are pleased to have reached this agreement and would like to express our appreciation to the Government of Ecuador for their support during the FDN transition process," said J. Paul Rollinson, Kinross CEO. "We believe that Fortress Minerals, as part of the Lundin Group of Companies, is very well positioned to take FDN to the next stage in its development."
The transaction is subject to certain conditions, including Fortress shareholder and stock exchange approval, the granting by the Ecuadorian Government of an 18-month extension period from transaction closing to provide time for Fortress to carry out additional project feasibility work and development negotiations, and other customary conditions for a transaction of this nature.
The Government of Ecuador has indicated its support for the transaction. Kinross and Fortress, and certain of their wholly-owned subsidiaries, have initialed bilateral agreements with the government, which are subject to the approval of the Ecuadorian Attorney General, which is also a condition of the transaction.
The transaction is expected to be completed by mid-December 2014.
Additional Fortress equity details
The number of Fortress shares issuable to Kinross is contingent, in part, upon the net proceeds of Fortress' proposed equity financing, as well as future CAD-USD exchange rates. As such, the number of shares that Kinross may hold in Fortress cannot be determined at this time.
Kinross expects to acquire the securities for investment purposes and may or may not purchase or sell Fortress securities in the future on the open market or in private transactions, depending on market conditions and other factors, subject to certain contractual restrictions agreed to with Fortress. Specifically, Kinross has agreed that it will not, subject to certain exceptions, sell its Fortress common shares until six months following closing (in respect of 50% of its interest in Fortress) and twelve months following closing (in respect of the balance of its interest in Fortress).
For further information, a copy of the early warning report filed on SEDAR in connection with the transaction may be obtained from Shelley Riley, Vice-President, Office Services and Corporate Secretary at 416-365-5198.