Kirkland Lake Gold Ltd. Annual Information Form
Total Page:16
File Type:pdf, Size:1020Kb
KIRKLAND LAKE GOLD LTD. ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2017 April 2, 2018 3120 – 200 Bay Street Toronto, Ontario M5J 2J1 www.klgold.com Legal*10403649.2 Legal*10403649.2 TABLE OF CONTENTS CAUTIONARY STATEMENT .................................................................................................................................... 1 CURRENCY PRESENTATION ................................................................................................................................... 3 CORPORATE STRUCTURE ....................................................................................................................................... 7 DESCRIPTION OF THE BUSINESS ......................................................................................................................... 15 RISK FACTORS ......................................................................................................................................................... 17 SUMMARY OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES ........................................... 30 MATERIAL PROPERTIES ........................................................................................................................................ 30 DIVIDENDS ............................................................................................................................................................... 44 DESCRIPTION OF CAPITAL STRUCTURE ........................................................................................................... 44 MARKET FOR SECURITIES .................................................................................................................................... 46 DIRECTORS AND OFFICERS .................................................................................................................................. 49 AUDIT COMMITTEE ................................................................................................................................................ 57 LEGAL PROCEEDINGS AND REGULATORY ACTIONS .................................................................................... 58 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ........................................... 58 TRANSFER AGENTS AND REGISTRARS ............................................................................................................. 58 MATERIAL CONTRACTS ........................................................................................................................................ 58 INTERESTS OF EXPERTS ........................................................................................................................................ 58 ADDITIONAL INFORMATION................................................................................................................................ 59 SCHEDULE "A" – AUDIT COMMITTEE CHARTER ........................................................................................... A-1 0 CAUTIONARY STATEMENT Forward-Looking Information This annual information form (“Annual Information Form”) contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, information with respect to: the Company’s (as defined below) expected production from, and further potential of, the Company’s properties; the Company’s ability to raise additional funds; the future price of minerals, particularly gold; the estimation of mineral reserves and mineral resources; conclusions of economic evaluations; the realization of mineral reserve estimates; the timing and amount of estimated future production; costs of production; capital expenditures; success of exploration activities; mining or processing issues; the timing of sustaining capital projects; assessment of future reclamation obligations; the expected timing for renegotiation of the Company’s collective bargaining agreement; currency exchange rates; government regulation of mining operations; and environmental risks. Estimates regarding the anticipated timing, amount and cost of exploration and development activities are based on assumptions underlying mineral reserve and mineral resource estimates and the realization of such estimates. Capital and operating cost estimates are based on extensive research of the Company, purchase orders placed by the Company to date, recent estimates of construction and mining costs and other factors. Forward-looking information is characterized by words such as “plan”, “expect”, “budget”, “target”, “schedule”, “estimate”, “forecast”, “project”, “intend”, “believe”, “anticipate” and other similar words or statements that certain events or conditions “may”, “could”, “would”, “might”, or “will” occur or be achieved. Forward-looking information is based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include: the price of gold; exploration, development and operating risks; health, safety and environmental risks and hazards; risks relating to foreign operations and political risks; uncertainty in the estimation of mineral reserves and mineral resources; replacement of depleted mineral reserves; uncertainty relating to mineral resources; risks related to production estimates and cost estimates; obligations as a public company; risks relating to government regulation; risks related to acquisitions and integration; the impact of Australian laws regarding foreign investment; access to additional capital; volatility in the market price of the Company’s securities; liquidity risk; risks related to community relations; risks relating to equity investments; risks relating to first nations and Aboriginal heritage; the availability of infrastructure, energy and other commodities; nature and climactic conditions; risks related to information technology and cybersecurity; timing and costs associated with the design, procurement and construction of the Company’s various capital projects, including but not limited to the #4 Shaft project at the Macassa Mine (as defined below) and the ventilation and paste fill plant project at the Fosterville Mine (as defined below); permitting; risks related to insurance and uninsured risks; the prevalence of competition within the mining industry; currency exchange rates (such as the Canadian dollar and the Australian dollar versus the United States dollar); availability of sufficient power and water for operations; risks associated with tax matters and foreign mining tax regimes; risks relating to potential litigation; risks associated with title to the Company’s mining claims and leases; risks relating to the dependence of the Company on outside parties and key management personnel; risks associated with dilution; labour and employment matters; risks in the event of a potential conflict of interest; as well as those risk factors discussed or referred to herein and in the Company’s annual management’s discussion and analysis (“MD&A”) as at and for the years ended December 31, 2017 and 2016 available under the Company’s SEDAR profile at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking information. The forward-looking information contained herein is presented for the purpose of assisting investors in understanding the Company’s expected financial and operational performance and results as at and for the periods ended on the dates presented in the Company’s plans and objectives and may not be appropriate for other purposes. 1 Note to United States Investors Concerning Estimates of Mineral Reserves and Mineral Resources This Annual Information Form has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ in certain material respects from the disclosure requirements of United States securities laws. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the “CIM Standards”). These definitions differ significantly from the definitions in the disclosure requirements promulgated by the Securities and Exchange