REGISTRATION RIGHTS AGREEMENT dated as of July 5, 2023 among Kinross Gold Corporation the Guarantors specified herein and BofA Securities, Inc., Morgan Stanley & Co. LLC, and RBC Capital Markets, LLC as representatives of the several Initial PurchasersRegistration Rights Agreement • March 12th, 2024 • Fairbanks Gold Mining, Inc. • Gold and silver ores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 5, 2023, among Kinross Gold Corporation, a corporation organized under the laws of the Province of Ontario (the “Company” and, together with the Guarantors (as defined below), the “Issuers”), and the subsidiaries of the Company that are Guarantors, on the one hand, and BofA Securities, Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives (the “Representatives”) of the several Initial Purchasers (collectively, the “Initial Purchasers”) named in Schedule A to the Purchase Agreement (as defined below), on the other hand. Pursuant to the Purchase Agreement, the Initial Purchasers have agreed to purchase, severally and not jointly, the Company’s 6.250% Senior Notes due 2033 (the “Notes”). The Notes are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities.”
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • March 12th, 2024 • Fairbanks Gold Mining, Inc. • Gold and silver ores • New York
THIRD SUPPLEMENTAL INDENTURE (“Supplemental Indenture”), dated as of March 25, 2022, among Kinross Gold Corporation, a corporation duly organized and existing under the laws of the Province of Ontario (the “Company”), Great Bear Resources Ltd., a corporation duly organized and existing under the laws of the Province of British Columbia (“Great Bear”) and Computershare Trust Company, N.A., as trustee (the “Trustee”) under the Indenture referred to below. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.
Fourth SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • March 12th, 2024 • Fairbanks Gold Mining, Inc. • Gold and silver ores • New York
FOURTH SUPPLEMENTAL INDENTURE (“Supplemental Indenture”), dated as of June 6, 2023, among Kinross Gold Corporation, a corporation duly organized and existing under the laws of the Province of Ontario (the “Company”), Compañía Minera Mantos de Oro, a sociedad contractual minera organized under the laws of the Republic of Chile (“Mantos de Oro”) and Computershare Trust Company, N.A., as trustee (the “Trustee”) under the Indenture referred to below. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.
Form of Note]Fairbanks Gold Mining, Inc. • March 12th, 2024 • Gold and silver ores
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
