05:33:38 EDT Thu 18 Sep 2025
Enter Symbol
or Name
USA
CA



Asante Gold Corp
Symbol ASE
Shares Issued 501,493,413
Close 2025-08-08 C$ 1.63
Market Cap C$ 817,434,263
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Kinross amends share purchase agreement with Asante

2025-08-11 14:03 ET - News Release

See News Release (C-K) Kinross Gold Corp (2)

Ms. Samantha Sheffield of Kinross reports

KINROSS FILES EARLY WARNING REPORT WITH RESPECT TO ASANTE GOLD

Kinross Gold Corp. has entered into an amendment agreement to the share purchase agreement dated April 24, 2022 (as amended), between Kinross and Asante Gold Corp., pursuant to which, subject to the satisfaction of certain conditions on or prior to Aug. 31, 2025, including aggregate cash payments to Kinross equal to $55-million (U.S.), subject to certain agreed adjustments, Asante will issue to Kinross:

  1. 36,927,650 common shares in the capital of Asante at a price equal to $1.45 (Canadian) per share;
  2. A 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 $1.81 (Canadian) per share.

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 per cent 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 five million warrants to purchase shares, representing approximately 6.0 per cent of the issued and outstanding shares on a non-diluted basis, and 6.9 per cent 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 per cent of the outstanding shares, on a non-diluted basis, and up to 18 per cent 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 per cent 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 per cent 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 per cent of the outstanding shares and is required by applicable Canadian securities laws to issue this news 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.

A copy of the early warning report filed by Kinross in connection with the investment will be available on Asante's SEDAR+ profile. 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 St. (17th floor), Toronto, Ont., M5J 2V5. Asante's head office is located at Suite 615, 800 West Pender St., Vancouver, B.C., V6C 2V6.

Infor Financial Inc. acted as financial adviser, and Osler, Hoskin & Harcourt LLP acted as legal adviser to Kinross, in relation to the purchase agreement and related negotiations.

About Kinross Gold Corp.

Kinross is a Canadian-based global senior gold mining company with operations and projects in the United States, Brazil, Mauritania, Chile and Canada. The company's 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).

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