SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d OF
THE SECURITIES EXCHANGE ACT OF 1934
KINROSS GOLD CORPORATION
52nd Floor, Scotia Plaza, 40 King Street West
Toronto, Ontario M5H 3Y2
Page 2
INDEX
Press Release dated November 19, 2002 3
Material Change Report dated November 29, 2002 4-5
Press Release dated December 6, 2002 6
Signature Page 7
Page 3
Press Release
November 19, 2002
TORONTO, Ontario, November 19, 2002, (TSX-K; Amex-KGC): Kinross Gold Corporation
(the "Company") announced today that it has entered into an underwriting
agreement with a syndicate of underwriters co-led by Griffiths McBurney &
Partners and CIBC World Markets Inc. and including RBC Capital Markets Inc.,
Scotia Capital Inc. and Canaccord Capital Corporation, under which the
underwriters have agreed to buy and sell to the public 50,000,000 Units at a
price of Cdn $3.05 per Unit for total gross proceeds of Cdn $152.5 million. Each
Unit will consist of one Common Share of the Company from treasury and one half
of a Common Share Purchase Warrant. One whole Common Share Purchase Warrant can
be exercised on or before the date that is five years after the closing, for one
Common Share from treasury at an exercise price of Cdn $5.00.
The transaction is subject to the receipt of all necessary regulatory and stock
exchange approvals. Closing is expected on or about December 5, 2002.
The securities offered have not been registered under the U.S. Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements. This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of the securities in any State in
which such offer, solicitation or sale would be unlawful.
For further information: e-mail info@kinross.com or contact:
Robert M. Buchan, President and Chief Executive Officer
Tel. (416) 365-5650
Gordon A. McCreary, Vice-President, Investor Relations and Corporate
Development Tel. (416) 365-5132
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAW.
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Page 4
KINROSS GOLD CORPORATION
MATERIAL CHANGE REPORT
Item 1. Reporting Issuer
The reporting issuer filing this material change report is Kinross Gold
Corporation ("Kinross").
Item 2. Date of Material Change
November 19, 2002
Item 3. Press Release
Press release was issued by Kinross in Toronto on November 19, 2002 with respect
to the material change and filed via SEDAR.
Item 4. Summary of Material Change
Kinross announced that it had entered into an underwriting agreement with a
syndicate of underwriters co-led by Griffiths McBurney & Partners and CIBC World
Markets Inc. and including RBC Capital Markets Inc., Scotia Capital Inc. and
Canaccord Capital Corporation, under which the underwriters have agreed to buy
and sell to the public 50,000,000 Units at a price of Cdn $3.05 per Unit for
total gross proceeds of Cdn $152.5 million.
Item 5. Full Description of Material Change
Kinross announced that it had entered into an underwriting agreement with a
syndicate of underwriters co-led by Griffiths McBurney & Partners and CIBC World
Markets Inc. and including RBC Capital Markets Inc., Scotia Capital Inc. and
Canaccord Capital Corporation, under which the underwriters have agreed to buy
and sell to the public 50,000,000 Units at a price of Cdn $3.05 per Unit for
total gross proceeds of Cdn $152.5 million. Each Unit will consist of one Common
Share of the Company from treasury and one half of a Common Share Purchase
Warrant. One whole Common Share Purchase Warrant can be exercised on or before
the date that is five years after the closing, for one Common Share from
treasury at an exercise price of Cdn $5.00.
The transaction is subject to the receipt of all necessary regulatory and stock
exchange approvals. Closing is expected on or about December 5, 2002.
The securities offered have not been registered under the U.S. Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements. This
material change report shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of the securities in any State
in which such offer, solicitation or sale would be unlawful.
Item 6. Reliance on Section 75(3) of the Securities Act (Ontario) and analogous
securities legislation of each of the other provinces of Canada.
N/A
Item 7. Omitted Information
N/A
Page 5
Item 8. Senior Officer
Ms. Shelley M. Riley
Corporate Secretary
Telephone: (416) 365-5198
Facsimile: (416) 365-0237
Item 9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to herein.
DATED at Toronto this 29th day of November, 2002.
KINROSS GOLD CORPORATION
PER: /s/ Shelley M. Riley
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Shelley M. Riley
Page 6
December 5, 2002.
PRESS RELEASE
Toronto, Ontario - Kinross Gold Corporation (TSX-K; Amex-KGC) announced today
that it has completed the previously announced sale of 50,000,000 Units at Cdn
$3.05 per Unit to a syndicate of underwriters co-led by Griffiths McBurney &
Partners and CIBC World Markets Inc. and including RBC Capital Markets Inc.,
Scotia Capital Inc. and Canaccord Capital Corporation. Each Unit consists of one
Common Share of the Company from treasury and one half of a Common Share
Purchase Warrant. One whole Common Share Purchase Warrant can be exercised on or
before December 5, 2007 for one Common Share from treasury at an exercise price
of Cdn $5.00. The Common Share Purchase Warrants are listed on the Toronto Stock
Exchange.
On December 3, 2002 Kinross entered into a commitment letter with a syndicate of
financial institutions for the provision of a US $125 million revolving credit
facility to be used for the purpose of replacing existing letters of credit
outstanding under Kinross' current secured credit agreement and for additional
letters of credit required for the TVX Gold Inc. ("TVX") and Echo Bay Mines Ltd.
("Echo Bay") financial assurance requirements for mine closure with various
regulatory bodies. Kinross expects that the credit facilities will be secured by
first ranking security interests in substantially all of Kinross' (and its
subsidiaries) assets, properties and undertaking and will also contain a number
of financial and operating covenants. Availability of the credit facilities will
be subject to a number of conditions precedent including the completion of the
Kinross, Echo Bay and TVX Combination previously announced. There can be no
assurance that the commitment letter will lead to the provision of a credit
facility.
SECURITIES OFFERED IN THE KINROSS FINANCING HAVE NOT AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD
IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS.
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For additional information, e-mail info@kinross.com or contact:
Robert M. Buchan Gordon A. McCreary
President and Vice-President,
Chief Executive Officer Investor Relations and Corporate Development
Tel. (416) 365-5650 Tel. (416) 365-5132
Page 7
SIGNATURES
Pursuant to the requirements of 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
Signed: /s/ Shelley M. Riley
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Shelley M. Riley
Corporate Secretary
December 6, 2002.