Below-market TRC mini-tender prompts Kinross (NYSE: KGC) warning

Rhea-AI Filing Summary

Kinross Gold Corporation is warning investors about an unsolicited “mini-tender” offer from TRC Capital Investment Corporation. TRC is seeking to buy up to 2.5 million Kinross common shares, about 0.21% of shares outstanding, at C$41.75 per share, which is approximately 4.4% below the C$43.68 TSX closing price on April 6, 2026.

Kinross states it does not endorse or have any affiliation with TRC and strongly recommends shareholders reject the below-market offer. The company highlights that regulators such as the Canadian Securities Administrators and the U.S. Securities and Exchange Commission have issued cautions and investor guidance regarding mini-tender offers.

Key Figures

Mini-tender size: 2.5 million shares Portion of shares outstanding: 0.21% Offer price: C$41.75 per share +3 more

6 metrics

Mini-tender size 2.5 million shares Maximum Kinross common shares targeted by TRC offer

Portion of shares outstanding 0.21% Approximate share of Kinross’ outstanding common shares

Offer price C$41.75 per share TRC mini-tender price for Kinross shares

Prior TSX closing price C$43.68 per share Kinross TSX close on April 6, 2026

Offer discount approximately 4.4% below Discount of C$41.75 offer vs C$43.68 TSX close

Mini-tender threshold <5% of shares Typical structure to avoid certain bid requirements

Key Terms

mini-tender offer, Canadian Securities Administrators (CSA), U.S. Securities and Exchange Commission (SEC), below-market prices, +1 more

5 terms

mini-tender offer financial

"TRC Capital Investment Corporation (“TRC”) has made an unsolicited “mini-tender” offer"

A mini-tender offer is a proposal to buy a relatively small slice of a company’s outstanding shares, typically under the regulatory threshold that triggers full public-offer rules. It matters to investors because these offers usually come with fewer disclosure and procedural protections than large takeovers, can be made at prices below current market value, and may temporarily restrict or complicate your ability to sell—think of it as an unsolicited small buyout attempt that lacks the safeguards of a full-scale offering.

Canadian Securities Administrators (CSA) regulatory

"Both the Canadian Securities Administrators (CSA) and the U.S. Securities and Exchange Commission (SEC) recommend"

U.S. Securities and Exchange Commission (SEC) regulatory

"The SEC has issued “Tips for Investors” regarding mini-tender offers"

The U.S. Securities and Exchange Commission (SEC) is the federal agency that writes and enforces rules for buying, selling and reporting information about stocks, bonds and other investments. Think of it as a referee and scoreboard operator: it protects investors by requiring companies to disclose accurate financial information and policing fraud, so investors can compare options and trust the markets are fair.

below-market prices financial

"some bidders, in making the offers at below-market prices, are “hoping that they will catch investors off guard”"

senior gold mining company financial

"Kinross is a Canadian-based global senior gold mining company with operations and projects"

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-13382

KINROSS GOLD CORPORATION
(Translation of registrant's name into English)

17th Floor, 25 York Street,
Toronto, Ontario M5J 2V5
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [   ]      Form 40-F [ X ]

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release dated April 10, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		KINROSS GOLD CORPORATION
		(Registrant)
Date: April 10, 2026		/s/ Lucas R. Crosby
		Lucas R. Crosby
		Senior Vice President, General Counsel

EXHIBIT 99.1

Kinross recommends shareholders reject TRC Capital Investment’s below-market “mini-tender” offer for common shares

TORONTO, April 10, 2026 (GLOBE NEWSWIRE) -- Kinross Gold Corporation (TSX: K; NYSE: KGC) (the “Company”) received notification that TRC Capital Investment Corporation (“TRC”) has made an unsolicited “mini-tender” offer on April 7, 2026, to purchase up to 2.5 million common shares of Kinross, or approximately 0.21% of Kinross’ shares outstanding, at a price of C$41.75 per share. Kinross strongly recommends that its shareholders reject this offer and cautions its shareholders that the offer made is approximately 4.4% below the closing price of C$43.68 per Kinross share on the Toronto Stock Exchange on April 6, 2026, the day before the offer.

Kinross does not endorse TRC’s unsolicited mini-tender offer, and is not affiliated or associated in any way with TRC Capital Investment.

TRC has made several similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers are designed to result in a holding of less than 5% of a company's outstanding shares, thereby avoiding disclosure and procedural requirements applicable to most bids under Canadian and U.S. securities regulations. Both the Canadian Securities Administrators (CSA) and the U.S. Securities and Exchange Commission (SEC) recommend that investors exercise caution with mini-tender offers and have expressed serious concerns about them, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities.

The SEC has issued “Tips for Investors” regarding mini-tender offers, noting that some bidders, in making the offers at below-market prices, are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s advisory can be found on its website at: http://www.sec.gov/investor/pubs/minitend.htm.

Information on the CSA’s long-standing guidance on mini-tenders can be found on the Ontario Securities Commission website at: https://www.osc.ca/en/securities-law/instruments-rules-policies/6/61-301/csa-staff-notice-61-301-staff-guidance-practice-mini-tenders.

Brokers, dealers and other market participants are encouraged to exercise caution and review the letter regarding broker-dealer mini-tender offer dissemination and disclosures on the SEC website at: 
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

Kinross requests that a copy of this news release be included with any distribution of materials relating to TRC’s mini-tender offer for Kinross shares.

About Kinross Gold Corporation

Kinross is a Canadian-based global senior gold mining company with operations and projects in the United States, Brazil, Mauritania, Chile and Canada. Our focus is on delivering value based on the core principles of responsible mining, operational excellence, disciplined growth, and balance sheet strength. Kinross maintains listings on the Toronto Stock Exchange (symbol: K) and the New York Stock Exchange (symbol: KGC).

Media Contact
Samantha Sheffield
Director, Corporate Communications
phone: 416-365-3034
Samantha.Sheffield@Kinross.com

Investor Relations Contact
David Shaver
Executive Vice-President, Investor Relations & Communications
phone: 416-365-2854
InvestorRelations@Kinross.com

Source: Kinross Gold Corporation

FAQ

What is TRC Capital’s mini-tender offer for Kinross Gold (KGC) shares?

TRC Capital Investment launched an unsolicited mini-tender offer to buy up to 2.5 million Kinross common shares. The offer price is C$41.75 per share, targeting about 0.21% of Kinross’ outstanding shares, and is described as a below-market bid versus the prior TSX closing price.

Why does Kinross Gold (KGC) recommend rejecting the TRC mini-tender offer?

Kinross recommends shareholders reject TRC’s mini-tender because the C$41.75 offer is about 4.4% below the C$43.68 TSX closing price on April 6, 2026. The company also references regulatory cautions from Canadian and U.S. authorities about risks and investor confusion around mini-tender offers.

How far below market is TRC’s offer for Kinross Gold (KGC) shares?

TRC’s mini-tender offers C$41.75 per Kinross share, approximately 4.4% below the C$43.68 closing price on the Toronto Stock Exchange on April 6, 2026. Kinross highlights this discount as a key reason for urging shareholders not to tender their shares into the offer.

What percentage of Kinross Gold (KGC) shares does the TRC mini-tender cover?

The TRC mini-tender seeks up to 2.5 million Kinross common shares, representing about 0.21% of Kinross’ shares outstanding. Mini-tender offers are typically structured below 5% of a company’s stock, which avoids certain Canadian and U.S. takeover bid disclosure and procedural requirements.

What do regulators say about mini-tender offers like the one for Kinross (KGC)?

Regulators including the Canadian Securities Administrators and the U.S. Securities and Exchange Commission urge caution with mini-tender offers. The SEC notes some bidders use below-market prices, hoping investors will not compare the offer price to the current market price before tendering their shares.

Is Kinross Gold (KGC) affiliated with TRC Capital or supporting this offer?

Kinross states it does not endorse TRC’s unsolicited mini-tender offer and is not affiliated or associated with TRC Capital Investment. The company instead strongly recommends shareholders reject the offer and requests that its news release be included with any materials distributed about TRC’s mini-tender.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE 4.5 KB