Kinross Gold Acquires Red Back Mining for $7.3B

On September 17, 2010, Kinross Gold Corporation (“Kinross”) acquired all of the outstanding common shares of Red Back Mining Inc. (“Red Back”) that it did not already own pursuant to a statutory plan of arrangement under the Canada Business Corporations Act in consideration of 1.778 Kinross common shares and 0.11 of a Kinross common share purchase warrant for each Red Back share. The aggregate value of the consideration paid was $7.3 billion.

Upon completion of the transaction, former Kinross shareholders held approximately 63 per cent of the combined entity, while the former Red Back shareholders held 37 per cent of the combined entity. Kinross had previously acquired a 9.4 per cent interest in the Red Back common shares through a $600 million private placement transaction that was completed on May 7, 2010.

Red Back is an Africa-focused gold producer that owns and operates the Chirano Gold Mine in Ghana and the Tasiast Gold Mine in Mauritania.

Kinross is a Canada-based gold mining company with mines and projects in Canada, the United States, Brazil, Chile, Ecuador and Russia.

Red Back was represented by Blake, Cassels & Graydon LLP with a team comprising Peter O'Callaghan, Steven McKoen, Trisha Robertson, Michelle Audet, Warren Beil and Jamie Kariya (corporate/securities); Bruce Sinclair (tax); Jason Gudofsky (competition) and Sean Boyle (litigation).

Kinross was represented internally by Geoffrey Gold, Executive Vice President and Chief Legal Officer, Nicholas Hayduk, Vice President, Legal and Kathleen Grandy, Legal Counsel, and by Osler, Hoskin & Harcourt LLP with a team comprising Douglas Bryce, Clay Horner, David Vernon and James Brown (corporate/securities); Patrick Marley and Amanda Heale (tax); Rob Lando and Mark Shubitz (US securities); Shuli Rodal and Kaeleigh Kuzma (competition); Tristram Mallett (litigation); Riyaz Dattu (regulatory); Michael Matheson and Todd Mandel (banking) and Jason Hanson and Rebecca Reasner (employment).