Circle Energy (QB) (USOTC:CRCE)
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From Jan 2020 to Jan 2025
Crown Resources Corporation (OTCBB:CRCE) ("Crown")
announced that it has signed a Fifth Amendment ("Amendment") with
Kinross Gold Corporation (TSX:K); (NYSE:KGC) ("Kinross") to extend the
termination date of the definitive acquisition agreement (the
"Agreement") to December 31, 2006. Under the agreement, Kinross will
acquire Crown and its 100%-owned Buckhorn Mountain gold deposit
located in north central Washington State, USA, approximately 67
kilometers by road from Kinross' Kettle River gold milling facility.
Under the terms of the Amendment to the Agreement, shareholders of
Crown will receive 0.32 shares of Kinross for each share of Crown
without a transaction valuation collar. Formerly, the exchange ratio
was fixed at 0.34 shares of Kinross for each share of Crown, subject
to a transaction valuation collar whereby the aggregate maximum value
of Kinross common shares to be issued to Crown shareholders would have
been US$110 million and the minimum value would have been US$77.5
million.
With this Amendment, the termination date of the Agreement has
been extended from March 31, 2006 to December 31, 2006 to allow
Kinross to complete a definitive registration statement. The
transaction is subject to regulatory approvals, a minimum two-thirds
approval at a special meeting of Crown shareholders and other
customary closing conditions.
Kinross has also agreed to loan Crown US$2.0 million if the
transaction is not closed by July 1, 2006. The US$2.0 million would be
used to buyout the only existing net smelter return royalty from a
third party covering the ore body at the Buckhorn Mountain property.
The loan will have three-year term and bear interest at the published
(Wall Street Journal) prime rate at the time of borrowing, plus 3%.
Where to Find Additional Information about the Transaction:
This press release is not, and is not intended to be, a
solicitation of proxies or an offer of securities. Investors and
security holders of Kinross and Crown are urged to read the proxy
statement/prospectus and other relevant materials contained in the
registration statement filed by Kinross on Form F-4 and subsequent
amendments thereto, when they become available, as they contain
important information about Kinross, Crown and the proposed
acquisition. The proxy statement/prospectus and other relevant
materials, and any other documents to be filed by Kinross or Crown
with the SEC, are available free of charge at the SEC's website at
http://www.sec.gov. A free copy of the joint proxy
statement/prospectus and other relevant materials may also be obtained
from Kinross, when finalized and available.
This press release includes certain "Forward-Looking Statements"
within the meaning of section 21E of the United States Securities
Exchange Act of 1934, as amended. All statements, other than
statements of historical fact, included herein, including without
limitation, statements regarding potential mineralization and
reserves, exploration results and future plans and objectives of
Kinross and Crown, are forward-looking statements that involve various
risks and uncertainties. There can be no assurance that such
statements will prove to be accurate and actual results and future
events could differ materially from those anticipated in such
statements. Development of Buckhorn Mountain is subject to the
successful completion and implementation of an economically viable
mining plan, obtaining the necessary permits and approvals from
various regulatory authorities, and compliance with operating
parameters established by such authorities. Important factors that
could cause actual results to differ materially from Kinross' and
Crown's expectations are disclosed under the heading "Risk Factors"
and elsewhere in Kinross' and Crown's documents filed from time to
time with the Toronto Stock Exchange, the United States Securities and
Exchange Commission and other regulatory authorities.