EX-99.2 3 tm2510594d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

EARLY WARNING REPORT

PURSUANT TO NATIONAL INSTRUMENT 62-103 – THE EARLY WARNING SYSTEM
AND RELATED TAKE-OVER BID AND INSIDER REPORTING ISSUES

 

Initial early warning report.

 

Item 1 – Security and Reporting Issuer

 

  1.1State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.

 

Common shares (the “Shares”) of Relevant Gold Corp. (the “Issuer”)

 

Relevant Gold Corp.

3000 - 1055 Dunsmuir Street

Vancouver, British Columbia

V7X 1K8

 

  1.2State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.

 

The transaction described in this Early Warning Report will be effected through a private placement and not through the facilities of a stock exchange.

 

Item 2 – Identity of the Acquiror

 

2.1 State the name and address of the acquiror.

 

Kinross Gold Corporation (“Kinross”)

25 York Street, 17th Floor

Toronto, Ontario

M5J 2V5

 

  2.2State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

 

On February 28, 2025, Kinross entered into a subscription agreement with the Issuer (the “Subscription Agreement”). Pursuant to the Subscription Agreement, subject to the satisfaction of certain conditions, Kinross will acquire 15,410,000 Shares on a date to be agreed to by Kinross and the Issuer.

 

  2.3State the names of any joint actors.

 

Not applicable.

 

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Item 3 – Interest in Securities of the Reporting Issuer

 

  3.1State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file this report and the change in the acquiror’s securityholding percentage in the class of securities.

 

Kinross has acquired deemed beneficial ownership of an aggregate of 15,410,000 Shares pursuant to the Subscription Agreement, which will represent an increase of approximately 13.1% of the outstanding Shares at the time of issuance. Prior to completion of the transaction contemplated by the Subscription Agreement, Kinross held approximately 6.8% of the issued and outstanding Shares and following completion of the transaction, Kinross will hold approximately 19.9% of the issued and outstanding Shares.

 

  3.2State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file this report.

 

See Item 3.1.

 

  3.3If the transaction involved a securities lending arrangement, state that fact.

 

Not applicable.

 

  3.4State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

 

Prior to the acquisition of deemed beneficial ownership described herein, Kinross held 5,100,000 Shares, representing approximately 6.8% of the issued and outstanding Shares, and 2,550,000 Share purchase warrants of the Issuer (the “Warrants”), representing, in aggregate, approximately 9.9% of the issued and outstanding Shares on a partially diluted basis assuming exercise of the Warrants.

 

Following the acquisition of deemed beneficial ownership described herein, Kinross is deemed to have acquired beneficial ownership of 15,410,000 Shares, resulting in Kinross beneficially owning 20,510,000 Shares and 2,550,000 Warrants, representing approximately 19.9% of the issued and outstanding Shares on a non-diluted basis and approximately 21.8% of the issued and outstanding Shares on a partially diluted basis assuming exercise of the Warrants.

 

  3.5State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which

 

(a)the acquiror, either alone or together with any joint actors, has ownership and control,

 

See Item 3.4.

 

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(b)the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and

 

Not applicable.

 

(c)the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

 

Not applicable.

 

  3.6If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings.

 

Not applicable.

 

  3.7If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.

 

State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.

 

Not applicable.

 

  3.8If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.

 

Not applicable.

 

Item 4 – Consideration Paid

 

  4.1State the value, in Canadian dollars, of any consideration paid or received per security and in total.

 

Pursuant to the Subscription Agreement, Kinross agreed to purchase 15,410,000 Shares at a price of $0.30 per Share and an aggregate purchase price of $4,623,000.

 

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  4.2In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.

 

See Item 4.1.

 

  4.3If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

 

Not applicable.

 

Item 5 – Purpose of the Transaction

 

State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:

 

(a)the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;

 

(b)a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;

 

(c)a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;

 

(d)a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;

 

(e)a material change in the present capitalization or dividend policy of the reporting issuer;

 

(f)a material change in the reporting issuer’s business or corporate structure;

 

(g)a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;

 

(h)a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;

 

(i)the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;

 

(j)a solicitation of proxies from securityholders;

 

(k)an action similar to any of those enumerated above.

 

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Kinross agreed to acquire the Shares as part of a strategic investment in the Issuer. Kinross may or may not purchase or sell securities of the Issuer 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 the Issuer. Depending on market conditions, general economic and industry conditions, the Issuer’s business and financial condition and/or other relevant factors, Kinross may develop other plans or intentions in the future relating to one or more of the above items.

 

Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer

 

Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.

 

In connection with its strategic investment, the Issuer and Kinross have also agreed to enter into an amended and restated investor rights agreement (the “Investors Rights Agreement”), that provides for, among other things, the right for Kinross to designate a nominee to the board of directors of the Issuer and two members to the technical committee of the Issuer and a pro-rata participation right in future financings of the Issuer. The Investors Rights Agreement will also contain certain restrictive covenants in favour of the Issuer, including standstill covenants.

 

Kinross has also signed an undertaking not to exercise its Warrants if it would result in Kinross owning more than 20% of the issued and outstanding Shares until such time as the Issuer can obtain disinterested shareholder approval of the creation of a new control person.

 

Item 7 – Change in Material Fact

 

If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.

 

Not applicable.

 

Item 8 – Exemption

 

If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.

 

Not applicable.

 

[Signature Page Follows]

 

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Item 9 – Certification

 

I, as the acquiror, certify, or I, as the agent filing this report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.

 

Date: February 28, 2025

 

  KINROSS GOLD CORPORATION

 

  By: “Luke Crosby”
    Name: Luke Crosby
    Title: Vice President, General Counsel and Corporate Secretary

 

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