Kinross announces friendly combination with Aurelian

Kinross Gold Corporation and Aurelian Resources Inc. have approved a business combination by way of a friendly offer by Kinross to acquire 100% of the outstanding common shares of Aurelian. The total value of the offer is approximately $1.2 billion.

The two companies have signed a support agreement pursuant to which Aurelian’s Board of Directors has unanimously agreed to support the Kinross offer.

Under the terms of transaction, for each Aurelian common share, Kinross will offer 0.317 of a Kinross common share, plus 0.1429 of a warrant, with each warrant entitling the holder to acquire one Kinross common share.

The Kinross warrants have an exercise price of $32.00 per Kinross common share and will expire five years after the date on which Kinross first pays for Aurelian common shares tendered to the offer.

Kinross expects to issue approximately 47 million common shares pursuant to the transaction (assuming exercise of all in-the-money Aurelian options and excluding any shares issuable upon exercise of the Kinross warrants), representing approximately 8% of Kinross’ current outstanding common shares.