AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 2003
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-10
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
KINROSS GOLD CORPORATION
(Exact name of Registrant as specified in its charter)
ONTARIO, CANADA 1041 650430083
(Province or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number, if Identification No., if applicable)
applicable)
40 KING STREET WEST, SCOTIA PLAZA, 52ND FLOOR,
TORONTO, ONTARIO M5H 3Y2, (416) 365-5123
(Address and telephone number of Registrant's principal executive offices)
PARR, WADDOUPS, BROWN, GEE & LOVELESS
185 SOUTH STATE STREET, SUITE 1300
SALT LAKE CITY, UTAH 84111
(801) 532-7840
(Name, address and telephone number of agent for service in the United States)
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CAMERON A. MINGAY, ESQ. PHILIP L. COLBRAN, ESQ.
Cassels Brock & Blackwell LLP Chadbourne & Parke LLP
Scotia Plaza, Suite 2100 30 Rockefeller Plaza
40 King Street West New York, New York
Toronto, Ontario 10112 U.S.A.
Canada M5H 3C2 (212) 408-5100
(416) 869-5300
---------------------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
PROVINCE OF ONTARIO, CANADA
(Principal jurisdiction regulating this offering)
It is proposed that this filing shall become effective (check appropriate box):
A. [ ] upon filing with the Commission, pursuant to Rule 467(a) (if in
connection with an offering being made contemporaneously in the United
States and Canada).
B. [X] at some future date (check appropriate box below)
1. [ ] pursuant to Rule 467(b) on (date) at (time) (designate a
time not sooner than seven calendar days after filing).
2. [ ] pursuant to Rule 467(b) on (date) at (time) (designate a
time seven calendar days or sooner after filing) because the
securities regulatory authority in the review jurisdiction
has issued a receipt or notification of clearance on (date).
3. [ ] pursuant to Rule 467(b) as soon as practicable after
notification of the Commission by the Registrant or the
Canadian securities regulatory authority of the review
jurisdiction that a receipt or notification of clearance has
been issued with respect hereto.
4. [X] after the filing of the next amendment to this Form (if
preliminary material is being filed).
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to the home jurisdiction's shelf
prospectus offering procedures, check the following box. [X]
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE REGISTERED PER UNIT AGGREGATE OFFERING REGISTRATION
REGISTERED (1)(2) (2) PRICE (2) FEE (2)
------------------------------ ------------------ ------------------------- ----------------------- -----------------
Common Shares 25,000,000 US$3.26 US$81,500,000 US$7,498(3)
Common Shares 20,330,284 US$1.7307 US$35,185,623 US$3,237.08(3)
Common Shares 1,084,379 US$10.3073 US$11,117,020 US$1,022.77(3)
Total 46,414,663 - US$127,802,643 US$11,757.85(3)
(1) This Registration Statement relates to (i) up to 25,000,000 common shares
of the registrant (the "Common Shares") issuable upon the exercise of
outstanding warrants of the registrant ("Kinross Warrants"), (ii) up to
20,330,284 Common Shares issuable upon the exercise of outstanding warrants
of Echo Bay Mines Ltd. (the "Echo Bay Warrants") after the closing of the
combination (see - "The Combination" in the Prospectus) and (iii) up to
1,084,379 Common Shares issuable upon the conversion of outstanding
preferred shares of Kinam Gold Inc., a subsidiary of the registrant (the
"Kinam Preferred Shares") (see "Description of Securities - Kinam Preferred
Shares" in the Prospectus). Also, in accordance with Rule 416(a), includes
additional Common Shares that may be required in the event of a stock
split, stock dividend or similar transaction.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(a). The Kinross Warrants are exercisable at a
price of US$3.26 per Common Share, the Echo Bay Warrants are exercisable at
a price of US$1.7307 per Common Share and the Kinam Preferred Shares are
convertible at a price of US$10.3073 per Common Share. The conversion price
for the Kinam Preferred Shares was paid previously by the holders of the
Kinam Preferred Shares. For purposes of this table, the exercise price of
the Kinross Warrants has been converted on the basis of the noon buying
rate certified by the Federal Reserve Bank of New York on January 21, 2003
of Cdn.$1.5332 per US dollar.
(3) Funds in the aggregate amount of US$66,008.50 were deposited on June 7,
2002 and June 10, 2002.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE AS PROVIDED IN RULE 467 UNDER THE SECURITIES ACT OF 1933
OR ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a) OF THE ACT,
MAY DETERMINE.
================================================================================
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
ITEM 1. HOME JURISDICTION DOCUMENTS
Preliminary Short Form Base Shelf Prospectus.
ITEM 2. ADDITIONAL INFORMATION
See the "Supplement for United States Persons", which precedes
the attached home jurisdiction document.
ITEM 3. INFORMATIONAL LEGENDS
See the "Supplement for United States Persons", which precedes the
attached home jurisdiction document.
ITEM 4. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
See the second paragraph following the table of contents of the
Preliminary Short Form Base Shelf Prospectus.
ITEM 5. LIST OF DOCUMENTS FILED WITH THE COMMISSION
See the "Supplement for United States Persons", which precedes the
attached home jurisdiction document.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JANUARY 22, 2003
SUPPLEMENT FOR
UNITED STATES PERSONS
JANUARY 22, 2003
46,414,663
COMMON SHARES
KINROSS GOLD CORPORATION
Kinross Gold Corporation ("Kinross" or the "Corporation") may from time
to time (i) issue up to 20,330,284 common shares (the "Common Shares") issuable
upon the exercise of outstanding warrants of Echo Bay Mines Ltd. (the "Echo Bay
Warrants") after the closing of the combination (see "The Combination" in the
Prospectus), (ii) issue 25,000,000 Common Shares issuable upon the exercise of
warrants of the Corporation (the "Kinross Warrants") and (iii) up to 1,084,379
Common Shares issuable upon the conversion of outstanding preferred shares of
Kinam Gold Inc., a subsidiary of Kinross (the "Kinam Preferred Shares") (see
"Description of Securities" in the Prospectus (as defined below)). The number of
Common Shares issuable upon (i) the exercise of the Warrants and the Echo Bay
Warrants and (ii) the conversion of the Kinam Preferred Shares are subject to
adjustment as may be necessary to reflect any share consolidation, share splits
or similar changes.
The Common Shares issuable pursuant to the exercise of the Kinross
Warrants and the Echo Bay Warrants and the Common Shares issuable upon
conversion of the Kinam Preferred Shares are referred to herein as the
"Underlying Securities".
The Common Shares are listed on The American Stock Exchange National
Market (the "Amex") under the symbol "KGC" and on the Toronto Stock Exchange
(the "TSX") under the symbol "K". On January 21, 2003, the last sale price of
our Common Shares was US$2.44 per share on the Amex and Cdn.$3.72 per share on
the TSX. Kinross has applied to list the Common Shares on the New York Stock
Exchange upon completion of the Combination (as defined below).
UNDERWRITING DISCOUNTS AND TOTAL PROCEEDS TO THE
PRICE TO THE PUBLIC COMMISSIONS (3) CORPORATION(4) (5)
------------------------------- ---------------------------- ---------------------------- ----------------------------
Per Common Share issuable on Cdn. $5.00 Nil Cdn. $125,000,000
exercise of the Kinross
Warrants (1)
Per Common Share issued on Cdn. $2.6574 Nil Cdn. $54,025,696
exercise of the Echo Bay
Warrants(2)
------------------------------- ---------------------------- ---------------------------- ----------------------------
Total N/A Nil Cdn. $179,025,696
------------------------------- ---------------------------- ---------------------------- ----------------------------
(1) If the Kinross Share Consolidation (as hereinafter defined) occurs, the
exercise price per each three Kinross Warrants will be Cdn$15.00 for
one Common Share and the exercise price for each 5.77 Echo Bay Warrants
will be US$5.1933 (Cdn. $7.97) for one Common Share.
(2) The exercise price of the Echo Bay Warrants is payable in U.S. Dollars.
For the purposes of this table, it has been converted from US$1.7307
for each 1.92 Echo Bay Warrant to Cdn. $2.6574 on the basis of the Bank
of Canada noon spot rate for January 17, 2003 of Cdn. $1.5354 per U.S.
dollar.
(3) No underwriting discounts or commissions will be paid. The Common
Shares will be offered directly by the Corporation.
(4) Before deducting offering expenses estimated at Cdn.$80,000.
(5) Assumes that all of the Kinross Warrants and the Echo Bay Warrants are
exercised.
INVESTING IN THE UNDERLYING SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" IN THE PROXY CIRCULAR (AS DEFINED IN THE PROSPECTUS) INCORPORATED
HEREIN BY REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
THIS OFFERING IS MADE BY A CANADIAN ISSUER THAT IS PERMITTED, UNDER A
MULTIJURISDICTIONAL DISCLOSURE SYSTEM ADOPTED BY THE UNITED STATES, TO PREPARE
THIS PROSPECTUS IN ACCORDANCE WITH THE DISCLOSURE REQUIREMENTS OF ITS HOME
COUNTRY. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT SUCH REQUIREMENTS ARE
DIFFERENT FROM THOSE OF THE UNITED STATES. FINANCIAL STATEMENTS INCLUDED OR
INCORPORATED HEREIN, IF ANY, HAVE BEEN PREPARED IN ACCORDANCE WITH FOREIGN
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AND MAY BE SUBJECT TO FOREIGN AUDITING
AND AUDITOR INDEPENDENCE STANDARDS, AND THUS MAY NOT BE COMPARABLE TO FINANCIAL
STATEMENTS OF UNITED STATES COMPANIES.
PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THE ACQUISITION OF THE SECURITIES
DESCRIBED HEREIN MAY HAVE TAX CONSEQUENCES BOTH IN THE UNITED STATES AND CANADA.
SUCH CONSEQUENCES FOR INVESTORS WHO ARE RESIDENT IN, OR CITIZENS OF, THE UNITED
STATES MAY NOT BE DESCRIBED FULLY IN THIS SUPPLEMENT. SEE "CERTAIN TAX
CONSIDERATIONS FOR U.S. SHAREHOLDERS" IN THIS SUPPLEMENT.
THE ENFORCEMENT BY INVESTORS OF CIVIL LIABILITIES UNDER THE FEDERAL SECURITIES
LAWS OF THE UNITED STATES MAY BE AFFECTED ADVERSELY BY THE FACT THAT KINROSS IS
INCORPORATED AND ORGANIZED UNDER THE LAWS OF CANADA, SOME OF ITS OFFICERS AND
DIRECTORS AND SOME OF THE UNDERWRITERS AND EXPERTS NAMED IN THE REGISTRATION
STATEMENT MAY BE RESIDENTS OF CANADA, AND ALL OR A SUBSTANTIAL PORTION OF
KINROSS' ASSETS AND THE ASSETS OF THESE PERSONS MAY BE LOCATED OUTSIDE THE
UNITED STATES.
ANY STATEMENT IN A DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN SHALL BE DEEMED TO BE MODIFIED OR SUPERCEDED FOR PURPOSES OF
THE ACCOMPANYING PROSPECTUS TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN OR
IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT THAT ALSO IS, OR DEEMED TO BE,
INCORPORATED BY REFERENCE HEREIN MODIFIES, REPLACES OR SUPERCEDES SUCH
STATEMENT. ANY STATEMENT SO MODIFIED OR SUPERCEDED SHALL NOT BE DEEMED, EXCEPT
AS SO MODIFIED OR SUPERCEDED, TO CONSTITUTE A PART OF THE ACCOMPANYING
PROSPECTUS. THE MODIFYING OR SUPERCEDING STATEMENT NEED NOT STATE THAT IT HAS
MODIFIED OR SUPERCEDED A PRIOR STATEMENT OR INCLUDE ANY OTHER INFORMATION SET
FORTH IN THE DOCUMENT THAT IT MODIFIES OR SUPERCEDES.
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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. SHAREHOLDERS
The following discussion summarizes the material United States federal
income tax consequences to U.S. Holders (as defined below) arising from the
exercise of the Kinross Warrants and the Echo Bay Warrants, the conversion of
the Kinam Preferred Shares and the acquisition, ownership and disposition of the
Common Shares. If the tax consequences of the exercise of the Kinross Warrants
or the Echo Bay Warrants or the conversion of the Kinam Preferred Shares to
acquire Common Shares issued pursuant to a Prospectus Supplement or the
acquisition, disposition or ownership of such Common Shares acquired, are
materially different from the consequences discussed herein those consequences
will be discussed in the Prospectus Supplement.
The discussion is based on the Internal Revenue Code of 1986, as
amended (the "Code"), its legislative history, judicial authority, current
administrative rulings and practice, and existing and proposed Treasury
Regulations, and on the provisions of the Canadian-United States Income Tax
Treaty currently in force (the "Treaty"), all as in effect and existing on the
date hereof. Legislative, judicial or administrative changes or interpretations
after the date hereof could alter or modify the validity of the statements and
conclusions set forth below.
The following discussion is intended as a descriptive summary only and,
as such, is not intended as tax advice to any particular investor. The
discussion is not a complete analysis or listing of all potential United States
federal income tax consequences to U.S. Holders and does not address the effect
of any United States gift, estate, state or local tax law or foreign tax law on
a U.S. Holder. The discussion is limited to U.S. Holders that hold the Kinross
Warrants, the Echo Bay Warrants, the Kinam Preferred Shares or the Common Shares
as "capital assets" within the meaning of Section 1221 of the Code and whose
functional currency is the United States dollar. The following discussion does
not address the tax treatment of U.S. Holders that may be subject to special
income and withholding tax rules including, without limitation, United States
expatriates, insurance companies, tax-exempt organizations, banks and other
financial institutions, U.S. Holders subject to the alternative minimum tax,
broker-dealers in securities, dealers in currencies, traders in securities,
holders that own (directly, indirectly or by attribution) 10 % or more of the
outstanding stock of the Corporation, or U.S. Holders who hold the Kinross
Warrants, the Echo Bay Warrants, the Kinam Preferred Shares or the Common Shares
as a hedge against currency risks, as a position in a "straddle" for tax
purposes, or as part of a conversion or other integrated transaction. Such
holders may be subject to United States federal income tax consequences
different from those set forth below.
As used herein, the term "U.S. Holder" means a beneficial owner of
Kinross Warrants, the Echo Bay Warrants, the Kinam Preferred Shares or Common
Shares that is, for United States federal income tax purposes, both (x) (i) an
individual who is a United States citizen or resident, (ii) a corporation or
other entity created or organized in or under the laws of the United States or
any state or political subdivision thereof, (iii) an estate whose income is
subject to United States federal income taxation regardless of its source or
(iv) a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and if one or more United
States persons have the authority to control all substantial decisions of the
trust and (y) a resident of the United States within the meaning of and who is
eligible for benefits under the Treaty. The term "Non-U.S. Holder" means a
beneficial owner of Kinross Warrants, the Echo Bay Warrants, the Kinam Preferred
Shares or Common Shares that is not, for United States federal income tax
purposes, a U.S. Holder. The discussion which follows is not intended to apply
to or be used by Non-U.S. Holders. Non-U.S. Holders are urged to consult with
their own tax advisors concerning the applicable United States tax consequences
relating to the acquisition, ownership and disposition of Common Shares or the
exercise or conversion of the Kinross Warrants, the Echo Bay Warrants or the
Kinam Preferred Shares.
If a partnership (or other entity treated as a partnership for U.S. tax
purposes) holds the Kinross Warrants, the Echo Bay Warrants, the Kinam Preferred
Shares or Common Shares, the tax treatment of a partner generally will depend
upon the status of the partner and the activities of the partnership. Each U.S.
Holder is urged to consult his own tax advisor concerning whether the U.S.
Holder is eligible for benefits under the Treaty and, if not so eligible, the
material United States federal income tax consequences arising from ownership of
Kinross Warrants, the Echo Bay Warrants, the Kinam Preferred Shares or Common
Shares. In addition, all persons are advised to consult with their own tax
advisors concerning the specific Canadian and U.S. federal, state and local tax
consequences of the acquisition, ownership and disposition of the Kinross
Warrants, the Echo Bay Warrants, the
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Kinam Preferred Shares or Common Shares in light of their particular situations
as well as any consequences arising under the laws of any other taxing
jurisdiction.
THE KINROSS WARRANTS, THE ECHO BAY WARRANTS AND THE KINAM PREFERRED SHARES
EXERCISE OF KINROSS WARRANTS AND ECHO BAY WARRANTS AND CONVERSION
OF KINAM PREFERRED SHARES. No gain or loss will be recognized by a U.S. Holder
for United States federal income tax purposes upon exercise of a Kinross Warrant
or an Echo Bay Warrant. Subject to the discussion under "Passive Foreign
Investment Company Considerations" below, (1) the adjusted tax basis of a Common
Share received on exercise of a Kinross Warrant or an Echo Bay Warrant or the
conversion of a Kinam Preferred Shares will be equal to the adjusted tax basis
of the Kinross Warrant, Echo Bay Warrant or Kinam Preferred Share as described
below increased by the U.S. dollar amount of the exercise price paid in foreign
currency and (2) the holding period of the Common Share received will begin on
the day after such exercise.
ADJUSTMENTS. Adjustments to the conversion ratio or exercise price
of the Kinross Warrants, the Echo Bay Warrants or the Kinam Preferred Shares
pursuant to anti-dilution provisions (see generally "Description of Securities"
in the Prospectus) may result in a taxable constructive dividend to the U.S.
Holders of Kinross Warrants, Kinam Preferred Shares or Echo Bay Warrants
pursuant to Section 305 of the Code, to the extent of the Corporation's current
and/or accumulated earnings and profits, if such change has the effect of
increasing the U.S. Holder's proportionate interest in the Corporation's
earnings and profits or assets. In general, anti-dilution adjustments are not
treated as resulting in deemed dividends. However, if, for example, the
adjustment were considered an adjustment to compensate for taxable cash or
property distributions to other shareholders, a deemed taxable dividend could
result. A U.S. Holder's tax basis for the Kinross Warrants, Kinam Preferred
Shares or Echo Bay Warrants generally would be increased by the amount of any
such constructive dividend.
PASSIVE FOREIGN INVESTMENT COMPANY CONSIDERATIONS. U.S. persons
owning shares of a passive foreign investment company ("PFIC") are generally
subject to a special United States federal income tax regime with respect to
certain distributions received from the PFIC and with respect to gain on the
sale or other disposition of the shares of the PFIC. For a detailed discussion
of the United States federal income tax rules applicable to PFICs, see "Common
Shares - Passive Foreign Investment Company Considerations."
Under proposed regulations which have a retroactive proposed
effective date, if the Corporation is a PFIC for any taxable year during a U.S.
Holder's holding period for the Kinross Warrants, a U.S. Holder of a Warrant
will be considered the owner of the Common Shares underlying the Kinross Warrant
for purposes of applying the PFIC rules to the disposition of a Kinross Warrant.
Under such proposed regulations, for purposes of applying the PFIC rules, if the
Corporation is a PFIC, the holding period of a Common Share acquired upon the
exercise of the Kinross Warrant would include the period the Kinross Warrant was
held. If the Corporation is not a PFIC at the closing of the Combination, the
holding period of a Common Share acquired upon the exercise of an Echo Bay
Warrant will not include the holding period prior to the Combination. The
holding period of a Common Share acquired upon conversion of a Kinam Preferred
Share will include the holding period of the Kinam Preferred Share.
COMMON SHARES
TAXATION OF DIVIDENDS ON COMMON SHARES. Subject to the discussion
under "Passive Foreign Investment Company Considerations" below, the gross
amount of a distribution of cash or property (including any amounts withheld in
respect of Canadian withholding tax, but not including certain distributions of
shares distributed pro rata to all shareholders of the Corporation) with respect
to the Common Shares will be includable in income by a U.S. Holder as a taxable
dividend to the extent of the Corporation's current or accumulated earnings and
profits, computed in accordance with U.S. federal income tax principles. A
dividend distribution will be so included in gross income when received by (or
otherwise made available to) you, and will be characterized as ordinary income
for U.S. federal income tax purposes. Distributions in excess of the
Corporation's current accumulated earnings and profits will be applied against
and will reduce your tax basis in the Common Shares and, to the extent in excess
of such tax basis, will be treated as gain from a sale or exchange of such
Common Shares. United States corporate holders will not be allowed a deduction
for dividends received in respect of distributions on the Common Shares. The
amount includable in your income will be the U.S. dollar value, on the date of
receipt, of the foreign currency distributed, regardless of whether the payment
is actually converted into U.S. dollars. Any gain or loss resulting from foreign
currency exchange rate fluctuations during the period from the date the dividend
is
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includable in your income to the date the foreign currency is converted into
U.S. dollars will generally be treated as ordinary income or loss.
A dividend distribution will be treated as foreign source income
and generally will be classified as "passive income" or "financial services
income" for U.S. foreign tax credit purposes. If Canadian withholding taxes are
imposed with respect to such dividend, you will be treated as having actually
received the amount of such taxes and as having paid such amount to the Canadian
taxing authorities. As a result, the amount of dividend income included in your
gross income will be greater than the amount of cash actually received with
respect to such dividend income. You may be able, subject to certain generally
applicable limitations, to claim a foreign tax credit or a deduction for any
Canadian withholding taxes imposed on dividend payments. Special rules apply to
certain individuals whose creditable foreign source income during a taxable year
consists entirely of "qualified passive income" and whose creditable foreign
taxes paid or accrued during the taxable year do not exceed $300 ($600 in the
case of a joint return). The rules relating to the determination of the United
States foreign tax credit are complex, and the calculation of United States
foreign tax credits and, in the case of a U.S. Holder that elects to deduct
foreign taxes, the availability of deductions, involve the application of rules
that depend on a U.S. Holder's particular circumstances. You should, therefore,
consult your own tax advisor regarding the application of the United States
foreign tax credit rules to dividend income on the Common Shares.
TAXATION ON SALE OR EXCHANGE OF COMMON SHARES. Upon the sale,
redemption or other disposition of a Common Share, you generally will recognize
gain or loss equal to the difference between the amount realized and your
adjusted tax basis in the Common Share. Generally the U.S. dollar value of the
amount realized by a U.S. Holder that (i) receives foreign currency on the sale
or other disposition of a Common Share and (ii) is a cash basis taxpayer or an
accrual basis taxpayer that so elects, will be determined by translating the
foreign currency received at the spot rate of exchange on the settlement date of
the sale or other disposition (or in the case of a non-electing accrual basis
U.S. Holder, the spot rate of the foreign currency on the date of the sale or
other disposition).
Except as provided under "Passive Foreign Investment Company
Considerations" below, gain or loss recognized on the sale or other disposition
of a Common Share will be capital gain or loss. Net capital gains derived with
respect to capital assets held for more than one year are eligible for reduced
rates of taxation. Certain limitations exist on the deductibility of capital
losses by both corporations and individual taxpayers. Any tax imposed by Canada
directly on the gain from such a sale should be eligible for the United States
foreign tax credit; however, because the gain generally will be United
States-source gain, you might not be able to use the credit otherwise available.
Any loss recognized generally will be allocated to reduce United States-source
income. You should consult your tax advisor regarding the foreign tax credit
implications of the sale, redemption or other disposition of Common Shares.
PASSIVE FOREIGN INVESTMENT COMPANY CONSIDERATIONS. A foreign
corporation is considered to be a PFIC if, with respect to a taxable year, (1)
at least 75% of its gross income is "passive income" (the "income test") or (2)
at least 50% of the average value of its assets produce "passive income" or are
held for the production of "passive income" (the "asset test"). In applying the
income test and the asset test, if a foreign corporation owns (directly or
indirectly) at least 25% (by value) of the stock of another corporation, such
foreign corporation is treated as if it had directly received its proportionate
share of the gross income of the other corporation and as if it directly owned
its proportionate share of the assets of such other corporation.
For this purpose, "passive income" generally includes dividends,
interest, certain royalties and rents, and net gains from the sale of stock,
securities or partnership interests. Net gains from commodities transactions are
generally also included within the definition of "passive income", unless such
net gains are derived in the active conduct of a commodities business and
substantially all of the foreign corporation's business is as an active
producer, processor, merchant or handler of commodities (the "commodities
exception"). The commodities exception generally applies only if the
corporation's gross receipts from qualified active sales equals or exceeds 85%
of its gross receipts.
The PFIC asset test is applied using the fair market value of a
foreign corporation's assets, not the adjusted book value of its assets. The
legislative history to the PFIC rules provides that in applying the PFIC asset
test, the total value of a publicly-traded corporation's assets "generally" will
be treated as equal to the sum of the aggregate value of its outstanding stock
plus its liabilities (the "General Rule"). There are, however, no regulations or
other guidance which define when this General Rule applies and when it does not
apply, and how it applies in particular circumstances.
I-6
The determination of whether or not the Corporation is a PFIC is a
factual determination that must be made annually after the close of each taxable
year and must take into account the activities, income and assets of each of the
Corporation's subsidiaries, including, if acquired, those subsidiaries acquired
pursuant to the Combination. As a result, it cannot at present be determined
with certainty whether the Corporation will be a PFIC in the current taxable
year ending December 31, 2003 or in any future taxable year. This determination
will depend on the various sources of the Corporation's income and whether the
commodities exception is satisfied. In addition, this determination will depend
on the relative values of the Corporation's passive assets, such as cash, and
the relative values of its non-passive assets, including goodwill. Furthermore,
since the goodwill of a publicly-traded corporation such as the Corporation is
largely a function of the trading price of its shares, the valuation of that
goodwill may be subject to significant change throughout the year. Therefore, it
is possible that the Corporation could become a PFIC for its current taxable
year or any subsequent taxable year due to the nature of its income or its
assets or as the result of a decrease in the trading price of the Common Shares.
If the Corporation becomes a PFIC in any taxable year in your holding period, it
generally will remain a PFIC for all subsequent taxable years with respect to
you.
In general, if the Corporation were a PFIC:
(a) Any distribution made by the Corporation during a taxable
year to you with respect to the Common Shares will be an "excess
distribution" (defined generally as the excess of the amount received
with respect to the Common Shares in any taxable year over 125% of the
average amount received in the three previous taxable years or, if
shorter, your holding period before the taxable year) and must be
allocated ratably to each day of your holding period. The amount
allocated to the current taxable year will be included as ordinary
income for that year. The amount allocated to each prior PFIC year in
your holding period generally will be taxed as ordinary income at the
highest rate in effect for you in that prior year and such tax will be
subject to an interest charge at the rate applicable to income tax
deficiencies as if it were overdue with respect to such prior year.
(b) The entire amount of any gain realized upon the sale or
other disposition (generally including any disposition that would
otherwise be tax-free and the use of a Common Share as security for an
obligation) of a Common Share that is held during more than one taxable
year will be treated as an excess distribution made in the year of sale
or other disposition and, as a consequence, will be treated as ordinary
income (rather than capital gain), and to the extent allocated to PFIC
years in your holding period prior to the year of sale or other
disposition, will be subject to the interest charge described above.
Among other PFIC elections which may be available, a so-called
"mark-to-market election" may be made by a U.S. person who owns marketable stock
in a PFIC at the close of such person's taxable year. If a mark-to-market
election is made, instead of the PFIC rules described above, such U.S. person
would generally be required to include as ordinary income or, to the extent
described in the next sentence, be allowed an ordinary loss deduction in an
amount equal to the difference between the fair market value of such stock as of
the close of such taxable year or the amount realized from a sale or other
disposition and its adjusted basis, and certain additional rules would apply. An
ordinary loss deduction will be allowed only to the extent that ordinary income
was previously included under the mark-to-market election and was not
substantially offset by ordinary loss deductions. The mark-to-market election is
made with respect to marketable stock in a PFIC on a shareholder-by-shareholder
basis and, once made, can only be revoked with the consent of the IRS. The
Common Shares will be treated as marketable stock for these purposes provided
that the shares continue to be actively traded on an established stock exchange.
U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE CONSEQUENCES
AND ADVISABILITY OF MAKING SUCH A MARK-TO-MARKET ELECTION AND WHETHER ANY OTHER
PFIC ELECTION IS AVAILABLE.
A shareholder in a PFIC who is a U.S. person is generally required
to file with his United States federal income tax return a completed Form 8621
in each year that he owns shares in the PFIC.
U.S. INFORMATION REPORTING AND BACKUP WITHHOLDING
Payments of dividends on and proceeds from the sale or other
disposition of the Common Shares may be subject to information reporting to the
IRS and backup withholding at a current rate of 27% on the gross proceeds
received. Backup withholding will not apply to a holder who furnishes a correct
taxpayer identification number or certificate of foreign status and makes any
other required certification, or who is otherwise exempt from backup
withholding. U.S. persons who are required to establish their exempt status
generally must provide IRS Form W-9
I-7
(Request for Taxpayer Identification Number and Certification). Persons in doubt
as to the necessity of furnishing this form should consult their own tax
advisors. Non-U.S. Holders generally will not be subject to U.S. information
reporting or backup withholding. However, such Non-U.S. Holders may be required
to provide certification of non-U.S. status (generally on IRS Form W-8BEN) in
connection with payments received in the United States or through certain
U.S.-related financial intermediaries.
Amounts withheld as backup withholding may be credited against a
holder's U.S. federal income tax liability. A holder may obtain a refund of any
excess amounts withheld under the backup withholding rules by filing the
appropriate claim for refund with the IRS and furnishing any required
information.
EXCHANGE RATE DATA AND DIVIDEND HISTORY
See "Currency" in the accompanying Prospectus.
The Corporation has not paid any dividends on the Common Shares in
the past five years.
I-8
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended, and in accordance therewith
files reports and other information with the U.S. Securities and Exchange
Commission (the "SEC"). Such reports and other information filed by the
Corporation may be inspected and copied at the public reference facilities
maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549 and at the SEC's following regional offices: Chicago
Regional Office, Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and New York Regional Office, 233 Broadway, New
York, New York, 10279. Copies of such material can also be obtained at
prescribed rates from the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Prospective investors may
call the SEC at 1-800-SEC-0330 for further information regarding the Public
References facilities.
The Corporation has filed with the SEC a registration statement on
Form F-10 under the Securities Act of 1933, as amended, with respect to the
Underlying Securities offered hereby. The accompanying Prospectus does not
contain all of the information set forth in the registration statement, certain
parts of which are omitted in accordance with the rules and regulations of the
SEC. For further information with respect to the Corporation and the Underlying
Securities offered hereby, reference is made to the registration statement and
the exhibits thereto, which may be inspected without charge at, and copies of
which may be obtained at prescribed rates from, the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
Copies of the documents incorporated by reference may be obtained on request
without charge from Shelley M. Riley, Corporate Secretary, Kinross Gold
Corporation, 52nd Floor, Scotia Plaza, 40 King Street West, Toronto, Ontario M5H
3Y2, Canada, telephone (416) 365-5198.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
The accompanying Prospectus contains or incorporates
forward-looking statements, including statements regarding the business and
anticipated financial performance of the Corporation. These statements are
subject to a number of risks and uncertainties that may cause actual results to
differ materially from those contemplated by the forward-looking statements.
Some of the factors that could cause such differences are described under the
heading "Risk Factors", including the specific considerations discussed in the
accompanying Prospectus, the Renewal Annual Information Form and the Proxy
Circular (as defined in the Prospectus), which are incorporated by reference
into the accompanying Prospectus. The Corporation disclaims any intention or
obligation to update or reissue any forward-looking statements or information,
whether as a result of new information, future events or otherwise.
EXPERTS
The financial statements incorporated by reference from the Proxy
Circular (as defined in the Prospectus), as filed with the SEC on a Report on
Form 6-K on December 24, 2002 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements of TVX Gold Inc. as of
December 31, 2001 and 2000, and for each of the three-years ended December 31,
2001, as contained in the Proxy Circular (as defined in the Prospectus)
incorporated by reference have been audited by PricewaterhouseCoopers LLP,
independent public auditors, as set forth in their report given on the authority
of such firm as experts in auditing and accounting.
The consolidated financial statements of Echo Bay Mines Ltd. as at
December 31, 2001 and 2000, and for each of the years in the three-year period
ended December 31, 2001, as contained in the Proxy Circular (as defined in the
Prospectus) incorporated by reference have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report given on the authority of
such firm as experts in auditing and accounting.
I-9
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
The following documents have been filed with the SEC as part of this
registration statement of which the accompanying Prospectus forms a part: the
documents referred to in "Documents Incorporated by Reference" in the
Prospectus; the consents of Deloitte & Touche LLP, PricewaterhouseCoopers LLP,
Ernst & Young LLP; and certain powers of attorney.
I-10
A COPY OF THIS PRELIMINARY SHORT FORM PROSPECTUS HAS BEEN FILED WITH THE
SECURITIES REGULATORY AUTHORITIES IN THE PROVINCES OF ONTARIO AND QUEBEC BUT HAS
NOT YET BECOME FINAL FOR THE PURPOSE OF THE SALE OF SECURITIES. INFORMATION
CONTAINED IN THIS PRELIMINARY SHORT FORM PROSPECTUS MAY NOT BE COMPLETE AND MAY
HAVE TO BE AMENDED. THE SECURITIES MAY NOT BE SOLD UNTIL A RECEIPT FOR THE SHORT
FORM PROSPECTUS IS OBTAINED FROM THE SECURITIES REGULATORY AUTHORITIES.
THIS SHORT FORM BASE SHELF PROSPECTUS CONSTITUTES A PUBLIC OFFERING OF THESE
SECURITIES ONLY IN THOSE JURISDICTIONS WHERE THEY MAY BE LAWFULLY OFFERED FOR
SALE AND THEREIN ONLY BY PERSONS PERMITTED TO SELL SUCH SECURITIES. NO
SECURITIES REGULATORY AUTHORITY HAS EXPRESSED AN OPINION ABOUT THESE SECURITIES
AND IT IS AN OFFENCE TO CLAIM OTHERWISE.
THIS SHORT FORM BASE SHELF PROSPECTUS HAS BEEN FILED UNDER LEGISLATION IN THE
PROVINCES OF ONTARIO AND QUEBEC THAT PERMITS CERTAIN INFORMATION ABOUT THESE
SECURITIES TO BE DETERMINED AFTER THIS PROSPECTUS HAS BECOME FINAL AND PERMITS
THE OMISSION FROM THIS PROSPECTUS OF THAT INFORMATION. THE LEGISLATION REQUIRES
THE DELIVERY TO PURCHASERS OF A PROSPECTUS SUPPLEMENT CONTAINING THE OMITTED
INFORMATION WITHIN A SPECIFIED PERIOD OF TIME AFTER AGREEING TO PURCHASE ANY OF
THESE SECURITIES
New Issue January 22, 2003
PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS
KINROSS GOLD CORPORATION
46,414,663 COMMON SHARES
This prospectus (the "Prospectus") is being filed by Kinross Gold
Corporation ("Kinross" or the "Corporation"): (a) to qualify, in the Province of
Quebec, the distribution of 25,000,000 common shares (the "Common Shares") of
Kinross (or such greater or lesser number of Common Shares as may be necessary
to reflect share consolidations, share splits or similar changes) issuable upon
the exercise of outstanding Common Share purchase warrants issued by Kinross on
December 5, 2002 (the "Kinross Warrants") (See "Description of
Securities-Kinross Warrants"); (b) to register in the United States, under the
multijurisdictional disclosure system adopted by the securities regulatory
authorities in Canada and the United States, up to 25,000,000 Common Shares (or
such greater or lesser number of Common Shares as may be necessary to reflect
share consolidations, share splits or similar changes), issuable upon the
exercise of outstanding Kinross Warrants; (c) to register, in the United States,
under the multijurisdictional disclosure system, up to 20,330,284 Common Shares
(or such greater or lesser number of Common Shares as may be necessary to
reflect share consolidations, share splits or similar changes) upon the exercise
of outstanding warrants issued by Echo Bay Mines Ltd. (the "Echo Bay Warrants")
(see "Plan of Distribution-Echo Bay Warrants"); and (d) to register in the
United States, under the multijurisdictional disclosure system, up to 1,084,379
Common Shares (or such greater or lesser number of Common Shares as may be
necessary to reflect share consolidations, share splits or similar changes)
issuable upon the conversion of outstanding preferred shares of Kinam Gold Inc.,
a subsidiary of Kinross (the "Kinam Preferred Shares") (See "Description of
Securities-Kinam Preferred Shares").
The Common Shares issuable pursuant to the exercise of the Kinross
Warrants and the Echo Bay Warrants and the Common Shares issuable on conversion
of the Kinam Preferred Shares are referred to herein as the "Underlying
Securities".
No underwriting fee will be paid by Kinross on the issue of Common
Shares pursuant to the exercise of the Kinross Warrants or the Echo Bay Warrants
or upon conversion of the Kinam Preferred Shares. The Corporation will not
receive any proceeds upon the conversion of the Kinam Preferred Shares to Common
Shares.
The Common Shares are listed and posted for trading on the American
Stock Exchange under the symbol "KGC" and the Toronto Stock Exchange (the "TSX")
under the symbol "K". Kinross has applied to list the Common Shares on the New
York Stock Exchange ("NYSE") upon completion of the Arrangement (as hereinafter
defined). If the Common Shares are listed on the NYSE, they will be delisted
from the American Stock Exchange.
I-11
TOTAL PROCEEDS TO THE
PRICE TO THE PUBLIC UNDERWRITING DISCOUNTS AND CORPORATION
(1)(2) COMMISSIONS (3) (4) (5)
------------------------------- ---------------------------- ---------------------------- ----------------------------
Per Common Share issuable on Cdn.$5.00 nil Cdn.$125,000,000
exercise of the Kinross
Warrants
------------------------------- ---------------------------- ---------------------------- ----------------------------
Per Common Share issued on Cdn.$2.6574 nil Cdn.$54,025,696
exercise of the Echo Bay
Warrants
------------------------------- ---------------------------- ---------------------------- ----------------------------
Total n/a nil Cdn.$179,025,696
------------------------------- ---------------------------- ---------------------------- ----------------------------
(1) If the Kinross Share Consolidation (as hereinafter defined) occurs, the
exercise price per each three Kinross Warrants will be Cdn.$15.00 for
one Common Share and the exercise price for each 5.77 Echo Bay Warrants
will be U.S.$5.1933 (Cdn. $7.97) for one Common Share.
(2) The exercise price of the Echo Bay Warrants is payable in U.S. dollars.
For the purposes of this table, it has been converted from U.S.$1.7307
for each 1.92 Echo Bay Warrants to Cdn.$2.6574 on the basis of the Bank
of Canada noon spot rate for January 17, 2003 of Cdn. $1.5354 per U.S.
dollar.
(3) No underwriting discounts or commissions will be paid. The Common
Shares will be offered directly by the Corporation.
(4) Before deducting offering expenses estimated at Cdn.$80,000.
(5) Assumes that all of the Kinross Warrants and the Echo Bay Warrants are
exercised.
THIS OFFERING IS MADE BY A CANADIAN ISSUER THAT IS PERMITTED, UNDER THE
MULTIJURISDICTIONAL DISCLOSURE SYSTEM ADOPTED BY THE SECURITIES REGULATORY
AUTHORITIES IN CANADA AND THE UNITED STATES, TO PREPARE THIS PROSPECTUS IN
ACCORDANCE WITH THE DISCLOSURE REQUIREMENTS OF CANADA. PROSPECTIVE INVESTORS IN
THE UNITED STATES SHOULD BE AWARE THAT SUCH REQUIREMENTS ARE DIFFERENT FROM
THOSE OF THE UNITED STATES. THE FINANCIAL STATEMENTS INCLUDED OR INCORPORATED
HEREIN HAVE BEEN PREPARED IN ACCORDANCE WITH CANADIAN GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES, AND MAY BE SUBJECT TO CANADIAN AUDITING AND AUDITOR
INDEPENDENCE STANDARDS, AND THUS MAY NOT BE COMPARABLE TO FINANCIAL STATEMENTS
OF UNITED STATES COMPANIES.
PROSPECTIVE INVESTORS IN THE UNITED STATES SHOULD BE AWARE THAT THE
ACQUISITION OF THE UNDERLYING SECURITIES MAY HAVE TAX CONSEQUENCES BOTH IN THE
UNITED STATES AND IN CANADA. SUCH CONSEQUENCES FOR INVESTORS WHO ARE RESIDENT
IN, OR CITIZENS OF, THE UNITED STATES MAY NOT BE FULLY DESCRIBED HEREIN. THE
ENFORCEMENT BY INVESTORS OF CIVIL LIABILITIES UNDER THE UNITED STATES FEDERAL
SECURITIES LAWS MAY BE AFFECTED ADVERSELY BY THE FACT THAT THE CORPORATION IS
GOVERNED BY THE LAWS OF CANADA, THAT SOME OR ALL OF ITS OFFICERS AND DIRECTORS
MAY BE RESIDENTS OF CANADA, THAT SOME OR ALL OF THE EXPERTS NAMED HEREIN MAY BE
RESIDENTS OF CANADA, AND THAT ALL OR SUBSTANTIAL PORTION OF THE ASSETS OF THE
CORPORATION AND SAID PERSONS MAY BE LOCATED OUTSIDE THE UNITED STATES.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
I-12
TABLE OF CONTENTS
Page
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SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION I-14
DOCUMENTS INCORPORATED BY REFERENCE I-14
AVAILABLE INFORMATION I-15
CURRENCY I-15
KINROSS GOLD CORPORATION I-16
RECENT DEVELOPMENTS I-16
COMBINATION OF THE CORPORATION, TVX GOLD INC. AND
ECHO BAY MINES LTD. AND ACQUISITION OF THE NEWMONT INTEREST I-18
Combination Among Kinross, TVX and Echo Bay I-18
Pro Forma Summary Consolidated Capitalization I-18
DESCRIPTION OF SECURITIES I-20
Common Shares I-21
Kinross Warrants I-21
Kinross Preferred Shares I-22
Kinam Preferred Shares I-23
Convertible Debentures I-23
USE OF PROCEEDS I-24
PLAN OF DISTRIBUTION I-24
Echo Bay Warrants I-24
RISK FACTORS I-24
LEGAL MATTERS I-24
STATUTORY RIGHTS OF WITHDRAWAL AND RECISION I-25
CERTIFICATE OF THE CORPORATION I-26
I-13
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This Prospectus contains or incorporates forward-looking statements,
including statements regarding the business and anticipated financial
performance of the Corporation. These statements, which for U.S. purposes, are
made pursuant to the "safe harbour" provisions of the United States Private
Securities Litigation Reform Act of 1995, are subject to a number of risks and
uncertainties that may cause actual results to differ materially from those
contemplated by the forward-looking statements. Some of the factors that could
cause such differences are described under the heading "Risk Factors", including
the specific considerations discussed in this Prospectus and in the
Corporation's management information circular and management information
circular supplement dated December 20, 2002, which is incorporated by reference
into this Prospectus. The Corporation disclaims any intention or obligation to
update or reissue any forward-looking statements or information, whether as a
result of new information, future events or otherwise.
DOCUMENTS INCORPORATED BY REFERENCE
INFORMATION HAS BEEN INCORPORATED BY REFERENCE IN THIS PROSPECTUS FROM
DOCUMENTS FILED WITH SECURITIES COMMISSIONS OR SIMILAR AUTHORITIES IN CANADA
(the "Canadian Securities Authorities"). Copies of the documents incorporated
herein by reference may be obtained on request without charge from the Corporate
Secretary of Kinross at Suite 5200, Scotia Plaza, 40 King Street West, Toronto,
Ontario M5H 3Y2, telephone number (416) 365-5123. These documents are also
available through the Internet on the System for Electronic Document Analysis
and Retrieval, which can be accessed at www.sedar.com. For the purpose of the
Province of Quebec, this simplified Prospectus contains information to be
completed by consulting the permanent information record. A copy of the
permanent information record may be obtained from the Corporate Secretary of the
Corporation at the above-mentioned address and telephone number.
The following documents are specifically incorporated by reference in,
and form an integral part of this Prospectus:
(a) the Amended Renewal Annual Information Form of the Corporation
dated May 9, 2002 ("Renewal Annual Information Form");
(b) the amended management's discussion and analysis of financial
condition and results of operations contained in the
Corporation's annual report for the year ended December 31,
2001;
(c) the restated consolidated financial statements of the
Corporation as at December 31, 2001 and 2000 and for the years
ended December 31, 2001, 2000 and 1999, together with the
auditors' report thereon and the notes thereto set forth in
the Proxy Circular (as hereinafter defined);
(d) the unaudited consolidated financial statements of Kinross as
at and for the nine months ended September 30, 2002 and 2001
together with the notes thereto set forth in the Proxy
Circular (as hereinafter defined);
(e) the interim management's discussion and analysis of financial
conditions and results of operation dated November 13, 2002
and for the nine months ended September 30, 2002;
(f) the management information circular, management information
circular supplement and proxy materials of the Corporation
(the "Proxy Circular") dated December 20, 2002 (excluding
those sections not required to be incorporated by reference
herein); and
(g) material change report dated January 22, 2003 relating to
certain new developments regarding the proposed acquisition of
shares of the Corporation's 54.7% owned subsidiary, Omolon
Gold Mining Company and the dismissal of certain lawsuits
against Omolon.
ANY MATERIAL CHANGE REPORT (EXCLUDING CONFIDENTIAL MATERIAL CHANGE
REPORTS), ANNUAL INFORMATION FORM, INTERIM FINANCIAL STATEMENT, ANNUAL FINANCIAL
STATEMENT, MANAGEMENT DISCUSSION AND ANALYSIS AND INFORMATION CIRCULARS, ALL AS
FILED BY THE CORPORATION WITH THE VARIOUS SECURITIES COMMISSIONS OR SIMILAR
AUTHORITIES IN CANADA PURSUANT TO THE REQUIREMENTS OF APPLICABLE SECURITIES
LEGISLATION AFTER THE DATE OF THIS
I-14
PROSPECTUS SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
IN ADDITION, ANY SIMILAR DOCUMENTS FILED ON FORM 6-K OR FORM 40-F BY THE
CORPORATION WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OF THIS
PROSPECTUS AND PRIOR TO THE COMPLETION OR WITHDRAWAL OF THIS OFFERING SHALL BE
DEEMED TO BE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS, IF AND TO THE
EXTENT EXPRESSLY PROVIDED FOR IN SUCH REPORTS ON FORM 6-K OR FORM 40-F.
ANY STATEMENT CONTAINED IN THIS PROSPECTUS OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN SHALL BE DEEMED TO
BE MODIFIED OR SUPERSEDED, FOR PURPOSES OF THIS PROSPECTUS, TO THE EXTENT THAT A
STATEMENT CONTAINED HEREIN OR IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT THAT ALSO
IS, OR IS DEEMED TO BE, INCORPORATED BY REFERENCE HEREIN MODIFIES, REPLACES OR
SUPERSEDES SUCH STATEMENT. ANY STATEMENT SO MODIFIED OR SUPERSEDED SHALL NOT BE
DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO CONSTITUTE A PART OF THIS
PROSPECTUS. THE MODIFYING OR SUPERSEDING STATEMENT NEED NOT STATE THAT IT HAS
MODIFIED OR SUPERSEDED A PRIOR STATEMENT OR INCLUDE ANY OTHER INFORMATION SET
FORTH IN THE DOCUMENT THAT IT MODIFIES OR SUPERSEDES.
THE MAKING OF A MODIFYING OR SUPERSEDING STATEMENT SHALL NOT BE DEEMED
AN ADMISSION FOR ANY PURPOSES THAT THE MODIFIED OR SUPERSEDED STATEMENT, WHEN
MADE, CONSTITUTED A MISREPRESENTATION, AN UNTRUE STATEMENT OF A MATERIAL FACT OR
AN OMISSION TO STATE A MATERIAL FACT THAT IS REQUIRED TO BE STATED OR THAT IS
NECESSARY TO MAKE A STATEMENT NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES IN
WHICH IT WAS MADE.
Upon a renewal annual information form and the related annual audited
consolidated financial statements together with the auditors' report thereon and
management's discussion and analysis contained therein being filed by the
Corporation with, and where required, accepted by, the applicable securities
regulatory authorities during the currency of this Prospectus, the previous
annual information form, the previous annual audited consolidated financial
statements and all interim financial statements, quarterly management's
discussion and analysis, material change reports and management proxy circulars
filed prior to the commencement of the Corporation's financial year in which the
new annual information form was filed no longer shall be deemed to be
incorporated by reference in this Prospectus for the purpose of future offers
and sales of the Underlying Securities hereunder.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
United States Securities Exchange Act of 1934, as amended, and in accordance
therewith files reports and other information with the SEC. Such reports and
other information filed by the Corporation may be inspected and copied at the
public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Copies of such materials
can also be obtained at prescribed rates from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
Prospective investors may call the SEC at 1-800-SEC-0330 for further information
regarding the Public Reference facilities. The SEC also maintains a website, at
http://www.sec.gov, that contains reports and other information filed by the
Corporation with the SEC on or after December 24, 2002.
The Corporation intends to file with the SEC a registration statement
on Form F-10 under the United States Securities Act of 1933, as amended, with
respect to the Underlying Securities. This Prospectus does not contain all of
the information that will be set forth in any such registration statement,
certain parts of which will be omitted in accordance with the rules and
regulations of the SEC. For further information with respect to the Corporation
and the Underlying Securities, reference is made to the registration statement
and the exhibits thereto, which will be publicly available as described in the
preceding paragraph.
CURRENCY
Unless otherwise indicated all references to "Cdn.$", "$" or "dollars"
in this Prospectus refer to the Canadian dollar and "U.S.$" refers to United
States Dollars. On January 17, 2003, the Bank of Canada noon rate of exchange
was Cdn.$1.00 equals U.S.$06513 (U.S. $1.00 equals Cdn. $1.5354).
The high and low noon spot rates for the United States dollar in terms
of Canadian dollars for each of the three years ended December 31, 2000, 2001
and 2002, and the noon spot rate and closing rate at the year end for each of
those years as reported by the Bank of Canada, were as follows:
I-15
DECEMBER 31,
-------------------------------------------
2002 2001 2000
---------------- ------------ -------------
(expressed in Cdn.$)
Closing............................................................... $1.5776 $1.5928 $1.4995
High.................................................................. $1.6132 $1.6012 1.5593
Low................................................................... $1.5110 $1.4936 1.4341
Noon.................................................................. $1.5796 $1.5926 1.5002
KINROSS GOLD CORPORATION
The Corporation was continued under the Business Corporations Act
(Ontario) on May 31, 1993 by articles of arrangement pursuant to which CMP
Resources Ltd., Plexus Resources Corporation and 1021105 Ontario Corp.
amalgamated by way of arrangement. The Corporation and Falconbridge Amalco Inc.,
a corporation that was formed upon the amalgamation of Falconbridge Gold
Corporation and FGC Acquisition Inc., then amalgamated on December 31, 1993 by
way of arrangement. The Corporation filed articles of amalgamation on December
29, 2000 in connection with an amalgamation with La Teko Resources Inc. The
registered office and principal place of business of the Corporation is located
at Suite 5200, Scotia Plaza, 40 King Street West, Toronto, Ontario, M5H 3Y2. See
also "Combination of the Corporation, TVX Gold Inc. and Echo Bay Mines Ltd. and
Acquisition of the Newmont Interest".
The Corporation is principally engaged in the exploration for and the
acquisition, development and operation of gold-bearing properties. At present,
the three primary operating properties of the Corporation are located in Canada,
the United States and the Russian Far East. Exploration activities are
undertaken in these countries and others. The Corporation's principal product
and source of cash flow is gold.
The Corporation's primary operating properties consist of a 100%
interest in the Fort Knox mine near Fairbanks, Alaska; through its 49% interest
in the Porcupine Joint Venture, a 49% interest in the Hoyle Pond mine and the
Dome mine, both near Timmins, Ontario; and a 54.7% interest in the Kubaka mine
in the Magadan Oblast situated in far east Russia. In addition, the Corporation
holds a 100% interest in the Blanket mine situated in Zimbabwe and other mining
properties in various stages of exploration, development, reclamation and
closure. The Corporation holds its interests in each of these properties in
accordance with industry standards.
RECENT DEVELOPMENTS
Omolon Share Repurchase
Kinross conducts business in Russia through its 54.7%-owned Russian
subsidiary, Omolon Gold Mining Company. During the first half of 2002, two of
Omolon's Russian shareholders and the Magadan Administration, on behalf of a
third Russian shareholder of Omolon (collectively, these Russian shareholders
hold 38.1% of the outstanding shares of Omolon), separately instituted legal
proceedings against Omolon asserting that the original issuance of shares was
flawed, due to a failure to follow certain registration procedures required
under Russian law, and that the original share issuance was therefore null and
void. The lawsuit initiated by the Magadan Administration on behalf of a Russian
shareholder was dismissed with prejudice on January 13, 2003, and, on January
20, 2003, the lawsuit brought by the largest Russian shareholder, holding 24.96
percent of Omolon (which had also initiated an action to arrest Omolon's
assets), was also dismissed with prejudice.
Underlying these disputes were unpaid loans made by the Magadan
Administration to these Russian shareholders at the time Omolon was capitalized.
In the face of the inability of these shareholders to repay the loans, there was
an effort to shift the burden of repayment to Omolon. These lawsuits were
encouraged by the Magadan Administration as the major creditor of these
shareholders.
In connection with these lawsuits, certain bank accounts of Omolon
containing the ruble equivalent of U.S.$22.1 million were placed under arrest
pursuant to an order of a court in the Magadan region of the Russian Federation.
On January 8, 2003, the Magadan Court's order arresting these bank accounts was
cancelled on appeal. The appellate decision took effect immediately. All
accounts and other assets of Omolon previously under arrest are expected to be
released by the end of January 2003.
I-16
In an effort to resolve the lawsuits, Omolon, the Russian Ministry of
Finance ("MinFin") and the Magadan Administration, on its own behalf and on
behalf of the two largest shareholders of Omolon, executed two protocols
reflecting the agreements in principle reached during meetings in Moscow in
October 2002. The agreements in principle provided that:
o Omolon will purchase up to 45.2% of its outstanding shares currently
held by its Russian shareholders for the ruble equivalent of U.S.$45.4
million;
o each Russian shareholder will withdraw any pending lawsuits asserted by
it;
o the court order arresting the accounts will be lifted;
o the purchase price for the shares to be paid by Omolon to each of the
selling shareholders will be sufficient to repay their "gold" loans;
o the Magadan Administration would issue a letter addressed to Omolon
confirming that the amounts received by the Russian shareholders of
Omolon for their shares would be sufficient to fully repay their debts
to the Magadan Administration under the gold loans; and
o the deal would be overseen by MinFin and all transactions would be
effected through the federally-owned bank, Vnesheconombank.
On December 3, 2002, in accordance with the agreements in principle,
Omolon entered into separate binding share purchase agreements with four of its
five Russian shareholders (holding, in the aggregate, 44.17% of Omolon's
shares). The share purchase agreements provide that Omolon will provide a letter
of credit at Vnesheconombank for each tendering shareholder in the amount of the
respective purchase price. Payments under the share purchase agreements would be
transferred to MinFin in repayment of the gold loans provided to the Magadan
Administration by the Russian Government. In order to draw down on the letters
of credit, the four shareholders are required to satisfy certain conditions,
including the production of written transfer instructions for their shares
signed by duly authorized representatives, dismissal of the respective lawsuits
against Omolon and the procurement of an amendment to Omolon's mining licence
permitting unrestricted ownership by a foreign entity.
In December 2002, Omolon transferred a substantial portion of the
purchase price for the shares to Vnesheconombank. However, further transfer of
the funds was delayed by Vnesheconombank as a result of its dissatisfaction with
the proposed mechanics of transfer of the share purchase payments from the
Magadan Administration to MinFin in repayment of the gold loans. Vnesheconombank
requested further written assurances from the Magadan Administration with
respect to the mechanics of such transfer. These further written assurances
require the approval of the Governor of Magadan. The acting Governor apparently
is unwilling to sign any documentation relating to these transactions until
after the upcoming election. The election is scheduled for February 2, 2003, but
it may be some time thereafter before the results are settled and the matter
makes it onto the new Governor's agenda. Kinross believes, based on discussions
with the Magadan Administration's representatives and MinFin's representatives
and the dismissals of the cases referred to above, and in light of other factors
referred to above, that the share purchase transactions will close by the end of
the first quarter of 2003. There is no adverse impact on Kinross due to the
delay in completing the acquisition of the shares of Omolon.
Unit Offering
On December 5, 2002, the Corporation completed a public offering in
Canada of 50,000,000 units (the "Units", each unit consisting of one Common
share and one-half of one Kinross Warrant) at a price of Cdn.$3.05 per Unit for
total net proceeds of Cdn.$145.4 million. A portion of the Units were sold in
the United States pursuant to a private placement (the "Private Placement"). One
whole Kinross Warrant is exerciseable on or before December 5, 2007, for one
Kinross common share at an exercise price of Cdn.$5.00. A commission equal to 4%
of the total proceeds of the offering was paid to the underwriters upon closing.
Assuming the Combination (as hereinafter defined) is completed, the Corporation
intends to use the proceeds of the offering for the acquisition of Newmont
Mining Corporation's ("Newmont") interest in the TVX Newmont Americas joint
venture. If the combination is not completed, the proceeds of the offering will
be used for general corporate purposes.
I-17
Credit Facility
On December 3, 2002, Kinross entered into a commitment letter with a
syndicate of financial institutions for the provision of a U.S.$125 million
revolving credit facility maturing December 31, 2005 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 facility 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.
The covenants include (but are not limited to) a leverage ratio of net debt to
operating cash flow, an interest coverage ratio of operating cash flow to
interest expense, minimum unencumbered cash balances, and minimum proven and
probable reserves. Availability of the credit facility will be subject to a
number of conditions precedent, including the completion of the Combination (as
hereinafter defined), and a review by independent engineers of the reclamation
liability and operating performance of the properties. There can be no assurance
that the commitment letter will result in a definitive agreement for the
provision of a revolving credit facility (or that the terms of any definitive
agreement will not differ materially from the terms contained in the commitment
letter).
Suspension of Stratoni Mining Operations by TVX
TVX, one of the parties to the proposed business combination among the
Corporation, Echo Bay and TVX (see "Combination of the Corporation, TVX Gold
Inc. and Echo Bay Mines Ltd. and Acquisition of the Newmont Interest), announced
on January 9, 2003 that its Greek Subsidiary, TVX Hellas, had received notice
from the Greek Ministry of Development that mining in certain areas of the
Stratoni base metal operation in Greece should cease until a joint ministerial
decision signed by five ministries of the Greek Government is obtained and the
mining permits are re-approved. TVX also announced that as a result, it has
declared force majeure at its Stratoni operation and ceased mining operations.
TVX indicated that if it is unable to resume mining operations at Stratoni, as a
result of the failure to obtain re-approval of the permits or otherwise, TVX
will not continue to generate revenue from this operation and, in the event of a
long-term or permanent suspension of mining operations at Stratoni, it is
unlikely that TVX would continue to report the mineralization as reserves.
TVX/Alpha Group Litigation
On January 22, 2003 TVX announced that the Alpha Group has brought a
motion in connection with its ongoing litigation with TVX which TVX expects will
be heard on January 22, 2003. TVX stated that the motion seeks a mandatory
interlocutory injunction requiring TVX to disclose to the Alpha Group an
allocation among TVX's assets of the consideration to be paid to TVX
shareholders pursuant to the Combination (as hereinafter defined). TVX further
stated that the Alpha Group has alleged that it has a right of first refusal
over TVX's Greek assets and that the right is triggered by the Combination. TVX
stated that it disputes that there is any right of first refusal or that any
such purported right is triggered by the business combination.
TVX also stated that the motion by the Alpha Group also seeks leave to
amend the statement of claim issued by the Alpha Group relating to the
litigation to seek, among other things, an interim interlocutory injunction
prohibiting TVX from completing the Combination, insofar as it relates to TVX's
Greek assets, pending the exercise by the Alpha Group of its alleged right of
first refusal. TVX also indicated that to date, the Alpha Group has not sought
an injunction to restrain the Combination, but stated that it may do so if leave
to amend the statement of claim is granted.
COMBINATION OF THE CORPORATION, TVX GOLD INC. AND ECHO BAY MINES LTD. AND
ACQUISITION OF THE NEWMONT INTEREST
COMBINATION AMONG KINROSS, TVX AND ECHO BAY
Kinross, TVX and Echo Bay entered into a combination agreement dated as
of June 10, 2002, as amended as of July 12, 2002 and November 19, 2002, for the
purpose of combining the ownership of their respective businesses by way of a
plan of arrangement under the Canada Business Corporations Act (the "CBCA").
This transaction is referred to as the "Arrangement" in this Prospectus.
I-18
In a separate transaction, TVX and a subsidiary of TVX entered into
agreements dated as of June 10, 2002 with a subsidiary of Newmont pursuant to
which TVX agreed to acquire Newmont's approximate 50% non-controlling interest
in the TVX Newmont Americas joint venture (the "Newmont Interest"), in
accordance with an existing right of first offer and an existing right of first
refusal, for U.S.$180 million. The purchase price may, at TVX's option, be paid
entirely in cash or TVX may elect to satisfy up to one half of the purchase
price payable under each agreement by delivery of a secured promissory note and
the balance in cash. In the event such notes are issued, they will be due and
payable on the seventh day following the closing of the acquisition. The maximum
aggregate amount of the promissory notes which may be issued is U.S.$90 million.
The Arrangement is conditional upon the completion of the purchase of the
Newmont Interest. The Arrangement and this transaction are referred to
collectively herein as the "Combination".
Upon completion of the Arrangement and the purchase of the Newmont
Interest, Kinross will own all of the outstanding common shares of TVX and Echo
Bay and will own, indirectly, all of the TVX Newmont Americas joint venture.
Pursuant to the Arrangement, TVX will amalgamate with 4082389 Canada
Inc., a wholly-owned subsidiary of Kinross, and each holder of TVX common shares
will receive 6.5 Common Shares for each TVX common share. The exchange ratio for
the TVX common shares reflects the one for ten consolidation of the TVX common
shares which took effect on June 30, 2002. Also pursuant to the Arrangement,
shareholders of Echo Bay (other than Kinross) will receive 0.52 of a Common
Share for each Echo Bay common share. Immediately prior to the completion of the
Combination, and subject to shareholder approval, Kinross intends to consolidate
its outstanding Common Shares on the basis of one Common Share for each three
Common Shares (the "Kinross Share Consolidation"). If the Kinross Share
Consolidation is completed, each holder of TVX common shares will receive 2.1667
Common Shares for each TVX common share and each holder of Echo Bay common
shares will receive 0.1733 of a Common Share for each Echo Bay common share in
the Arrangement.
The Arrangement requires the approval of at least 662/3% of the votes
cast by TVX and Echo Bay shareholders at the respective special meetings of TVX
and Echo Bay, as well as the approval of the Superior Court of Ontario. The
special meetings of TVX and Echo Bay are scheduled to be held on January 31,
2003. The shareholders of Kinross will be asked to approve the issuance of
Common Shares pursuant to the Arrangement, as well as certain other matters, at
a special meeting of the Kinross shareholders to be held on January 28, 2003.
The completion of the Combination is subject to various conditions,
including regulatory and shareholder approvals. There can be no
assurance that the Combination will be completed or, if completed, that
it will be completed on the terms described in this Prospectus.
PRO FORMA SUMMARY CONSOLIDATED CAPITALIZATION
The table below sets forth the consolidated capitalization of the
Corporation, TVX and Echo Bay, adjusted to give effect to the material changes
in the share and loan capital of the Corporation, TVX and Echo Bay since the
date of the audited consolidated financial statements for their most recently
completed financial year for which financial statements have been published and
which financial statements are incorporated by reference in this Prospectus.
These figures are prepared as if the Combination had occurred immediately prior
to the Kinross Share Consolidation and after giving effect to the consolidation
of the TVX common shares on a one for ten basis completed on June 30, 2002.
I-19
AS AT DECEMBER 31, 2001
(IN MILLIONS OF U.S. DOLLARS)
-------------------------------------------------------------------------------------
PRO FORMA
KINROSS TVX ECHO BAY ADJUSTMENTS PRO FORMA
----------- ----------- ----------- ----------- -----------
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Long-term debt.............................. $ 40.1 (1) $ 7.2 (5) $ -- (6)(7) $ -- $ 47.3
Kinam Preferred Shares...................... 11.4 (2) -- -- -- 11.4
Debt component of convertible debentures
and capital securities................... 26.0 -- -- -- 26.0
Redeemable retractable preferred shares..... 2.4 -- -- -- 2.4
Common share capital........................ 1,046.3 (2)(3) 640.1 (4) 1,043.0 (6)(7) (1,163.1)(8)(9)(10)(15) 1,566.3
Common share purchase warrants and options.. 9.4 (3) -- -- 21.5 (11) 30.9
Contributed surplus......................... 12.9 36.3 -- (36.3)(14) 12.9
Equity portion of convertible debentures
and capital securities................... 124.8 -- -- -- 124.8
Deficit (as of September 30, 2002).......... (746.7) (452.2) (863.8) 2,062.7 (12)(15) --
Cumulative translation adjustments.......... (24.9) -- (27.7) 27.7 (13) (24.9)
-------- -------- -------- ---------- ----------
Total Capitalization........................ $ 501.7 $ 231.4 $ 151.5 $ 912.5 $ 1,797.1
======== ======== ======== ========== ==========
----------
Kinross Adjustments (U.S. Dollars):
(1) On January 2, 2002 and December 15, 2002, the Corporation reduced its
outstanding indebtedness under the Fort Knox Industrial Revenue Bonds
by $9.0 million and $15.0 million.
(2) On February 16, 2002, the Corporation issued 23,000,000 Common Shares
for net proceeds of $18.5 million of which $11.4 million was used to
complete a cash tender offer for 670,722 Kinam Preferred Shares that
had a book value of $36.6 million.
(3) On December 5, 2002, the Corporation issued 50,000,000 Units for net
proceeds of $91.5 million. Each Unit consisted of one Common Share and
one-half common share purchase warrants. The fair value of the common
share purchase warrant was $9.4 million.
TVX Adjustments (U.S. Dollars):
(4) On April 12, 2002, TVX issued 71,500,000 common shares for net proceeds
of $45.4 million.
(5) In June 2002, long-term debt in an amount of $67.0 million was legally
extinguished through the assignment of export prepayment contracts to
the lender in a non-cash transaction.
Echo Bay Adjustments (U.S. Dollars):
(6) On April 3, 2002, Echo Bay issued 361,561,230 common shares valued at
$303.7 million in exchange for the capital securities debt obligation
of $100.0 million plus accrued interest.
(7) On May 24, 2002, Echo Bay issued 39,100,000 units consisting of one
common share and one common share purchase warrant for aggregate net
proceeds to Echo Bay of $26.0 million of which $17.0 million was used
to reduce outstanding indebtedness of Echo Bay.
Pro forma Adjustments (U.S. Dollars):
(8) To remove historical share capital of TVX and Echo Bay of $640.1
million and $1,043.0 million, respectively.
(9) To record the pro forma issuance of 280.4 million common shares in
exchange for all of the outstanding common shares of TVX valued at
$667.5 million.
(10) To record the pro forma issuance of 251.8 million common shares in
exchange for all of the outstanding common shares owned by
non-affiliated shareholders of Echo Bay valued at $599.2 million.
(11) To record the fair value of common share purchase warrants and options
outstanding of TVX and Echo Bay of $2.5 million and $19.0 million,
respectively.
(12) To eliminate historic accumulated deficit of TVX and Echo Bay of $452.2
million and $863.8 million, respectively.
(13) To eliminate historic accumulated cumulative translation adjustments of
Echo Bay of $27.7 million.
(14) To eliminate historic contributed surplus of TVX of $36.3 million.
(15) To reflect a reduction in the common share capital of the Corporation,
which is subject to shareholder approval, as required, at the special
meeting which will be held in connection with the Combination. For
Canadian GAAP purposes, the reduction in common share capital will
result in a reduction in the Corporation's deficit of the same amount.
For U.S. GAAP purposes, this reclassification is not permitted and will
require an increase in common share capital and an increase in deficit
of $746.7 million.
I-20
DESCRIPTION OF SECURITIES
The authorized share capital of Kinross consists of an unlimited number
of Common Shares and 384,613 redeemable retractable preferred shares (the
"Kinross Preferred Shares"), of which 409,036,555 Common Shares and 384,613
Kinross Preferred Shares were issued and outstanding as of the close of business
on January 17, 2003).
COMMON SHARES
DIVIDENDS. Holders of Common Shares are entitled to receive dividends
when, as and if declared by the Kinross Board of Directors out of funds legally
available therefor, provided that if any Kinross Preferred Shares or any other
shares of preferred stock are at the time outstanding, the payment of dividends
on Common Shares or other distributions (including repurchases of Common Shares
by Kinross) will be subject to the declaration and payment of all cumulative
dividends on outstanding Kinross Preferred Shares and any other shares of
preferred stock which are then outstanding.
LIQUIDATION. In the event of the dissolution, liquidation or winding up
of Kinross, holders of Common Shares are entitled to share ratably in any assets
remaining after the satisfaction in full of the prior rights of creditors,
including holders of Kinross' indebtedness, and the payment of the aggregate
liquidation preference of the Kinross Preferred Shares, and any other shares of
preferred stock then outstanding.
VOTING. Holders of Common Shares are entitled to one vote for each
share on all matters voted on by shareholders, including election of directors.
Holders of Common Shares have no cumulative voting rights.
NO OTHER RIGHTS. The holders of Common Shares do not have any
conversion, redemption or preemptive rights.
KINROSS WARRANTS
The Kinross Warrants were issued in registered form under, and are
governed by, an indenture dated December 5, 2002 (the "Warrant Indenture")
between Kinross and Computershare Trust Company of Canada, as trustee
thereunder. The following summary of certain provisions of the Warrant Indenture
does not purport to be complete and is qualified in its entirety by reference to
the provisions of the Warrant Indenture.
Each whole Kinross Warrant entitles the holder to purchase one Common
Share at an exercise price of Cdn.$5.00 per Common Share. The exercise price and
the number of Common Shares issuable upon exercise are both subject to
adjustment in certain circumstances as more fully described below. Kinross
Warrants are exercisable at any time prior to 5:00 p.m. (Toronto time) on
December 5, 2007, after which the Kinross Warrants will expire and become null
and void. Under the Warrant Indenture, Kinross is entitled to purchase in the
market, by private contract or otherwise, all or any of the Kinross Warrants
then outstanding, and any Kinross Warrants so purchased will be cancelled.
The exercise price for the Kinross Warrants is payable in Canadian
dollars.
The Warrant Indenture provides for adjustment in the number of Common
Shares issuable upon the exercise of the Kinross Warrants, including:
(i) the issuance of Common Shares or securities exchangeable for
or convertible into Common Shares to all or substantially all
the holders of the Common Shares as a stock dividend or other
distribution (other than a "dividend paid in the ordinary
course", as defined in the Warrant Indenture, or a
distribution of Common Shares upon the exercise of the Kinross
Warrants or pursuant to the exercise of directors, officers or
employee stock options granted under Kinross' stock option
plan);
(ii) the subdivision, redivision or change of the Common Shares
into a greater number of shares;
(iii) the reduction, combination or consolidation of the Common
Shares into a lesser number of shares;
(iv) the issuance to all or substantially all of the holders of the
Common Shares of rights, options or warrants under which such
holders are entitled, during a period expiring not more than
45 days after
I-21
the record date for such issuance, to subscribe for or
purchase Common Shares, or securities exchangeable for or
convertible into Common Shares, at a price per share to the
holder (or at an exchange or conversion price per share) of
less than 95% of the "current market price", as defined in the
Warrant Indenture, for the Common Shares on such record date;
and
(v) the issuance or distribution to all or substantially all of
the holders of the shares of any class other than the Common
Shares of evidences of indebtedness or any property or other
assets.
The Warrant Indenture also provides for adjustment in the class and/or
number of securities issuable upon the exercise of the Kinross Warrants and/or
exercise price per security in the event of the following additional events: (1)
reclassifications of the Common Shares; (2) consolidations, amalgamations, plans
of arrangement or mergers of the Corporation with or into another entity (other
than consolidations, amalgamations, plans of arrangement or mergers which do not
result in any reclassification of the Common Shares or a change of the Common
Shares into other shares); or (3) the transfer (other than to one of Kinross'
subsidiaries) of Kinross' undertakings or assets as an entirety or substantially
as an entirety to another corporation or other entity.
No adjustment in the exercise price or the number of Common Shares
purchasable upon the exercise of the Kinross Warrants will be required to be
made unless the cumulative effect of such adjustment or adjustments would change
the exercise price by at least 1% or the number of Common Shares purchasable
upon exercise by at least one one-hundredth of a Common Share.
Kinross also covenanted in the Warrant Indenture that, during the
period in which the Kinross Warrants are exercisable, it will give public notice
of certain stated events, including events that would result in an adjustment to
the exercise price for the Kinross Warrants or the number of Common Shares
issuable upon exercise of the Kinross Warrants, at least 21 days prior to the
record date or effective date, as the case may be, of such event.
No fractional Common Shares will be issuable upon the exercise of any
Kinross Warrants, and no cash or other consideration will be paid in lieu of
fractional shares. Holders of Kinross Warrants will not have any voting or
pre-emptive rights or any other rights which a holder of Common Shares would
have.
In the Warrant Indenture, the Corporation covenanted that it will, no
later than the earlier of (i) the date which is 15 days after the five day
volume weighted average trading price of the Common Shares on the TSX exceeds
Cdn.$4.25; and (ii) April 30, 2003, file a shelf prospectus in the Provinces of
Ontario and Quebec and a registration statement on Form F-10 under the
multijurisdictional disclosure system with the SEC relating to the Common Shares
issuable on the exercise of the Kinross Warrants and use its reasonable best
efforts to keep the prospectus continuously effective for so long as shall be
necessary to permit the exercise of the Kinross Warrants (which period shall
terminate no later than the earlier of five years from the closing date of the
Private Placement or the date on which all of the Kinross Warrants have been so
exercised).
In the event that the Kinross Share Consolidation occurs the Kinross
Warrants will be exercisable on the basis of three Kinross Warrants for each
consolidated Common Share at an exercise price of Cdn.$15.00 per consolidated
Common Share.
KINROSS PREFERRED SHARES
DIVIDENDS. Holders of Kinross Preferred Shares are entitled to receive
fixed cumulative preferential cash dividends as and when declared by the Kinross
Board of Directors at an annual rate of Cdn.$0.80 per share payable in equal
quarterly instalments on the first day of January, April, July and October in
each year.
CONVERSION. Holders of Kinross Preferred Shares are entitled at any
time to convert all or any part of the Kinross Preferred Shares into Common
Shares on the basis of 8.2555 Common Shares for each Kinross Preferred Share so
converted, subject to usual anti-dilution adjustments.
REDEMPTION; PUT RIGHT. Kinross may at any time redeem all or any part
of the Kinross Preferred Shares at a price of Cdn.$10.00 per share, together
with an amount equal to all dividends accrued and unpaid thereon, whether or not
declared, to and including the date of redemption (collectively the "Redemption
Price"). The holders of Kinross Preferred Shares are entitled to require Kinross
to redeem all or any part of their Kinross Preferred Shares at a price equal to
the Redemption Price.
I-22
OTHER PAYMENTS. So long as any Kinross Preferred Shares are
outstanding, Kinross is not permitted, without the approval of the holders of
the Kinross Preferred Shares, to declare or pay dividends on or redeem, purchase
for cancellation or otherwise retire shares of Kinross ranking junior to the
Kinross Preferred Shares unless all dividends on the Kinross Preferred Shares
have been paid and, after giving effect to such payment, Kinross would still be
in a legal position to redeem all of the Kinross Preferred Shares then
outstanding prior to any payment being made to any security ranking junior to
the Kinross Preferred Shares.
VOTING RIGHTS. The holders of Kinross Preferred Shares are not entitled
(except as required by law) to receive notice of or to attend or vote at any
meeting of shareholders of Kinross.
LIQUIDATION PREFERENCE. In the event of the liquidation, dissolution or
winding-up of Kinross, holders of Kinross Preferred Shares will have preference
over holders of Kinross Common Shares and will be entitled to receive an amount
equal to the Redemption Price.
KINAM PREFERRED SHARES
In 1998, Kinross acquired, through the merger (the "Merger") of a
wholly owned subsidiary of Kinross with Amax Gold Inc. ("Amax") all of the
issued and outstanding common stock of Amax. Amax is now a subsidiary of Kinross
and has been renamed Kinam Gold Inc. ("Kinam"). At the time of the Merger, Amax
had outstanding a class of preferred stock designated "$3.75 Series B
Convertible Preferred Shares" (the "Kinam Preferred Shares"). Pursuant to the
terms of the Merger agreement, each Kinam Preferred Share remained outstanding
following the Merger but, as provided in the Certificate of Designation of the
Kinam Preferred Shares, became convertible into the right to receive a number of
Common Shares determined by multiplying (i) the number of shares of common stock
of Amax into which the Kinam Preferred Shares were convertible immediately prior
to the effective time of the Merger by (ii) 0.8004. A summary of the terms and
provisions of the Kinam Preferred Shares is set forth below. As of the date
hereof, 223,628 Kinam Preferred Shares are held by shareholders that are not
associated with Kinross.
DIVIDENDS. Annual cumulative dividends of U.S.$3.75 per Kinam Preferred
Share are payable quarterly on each February 15, May 15, August 15 and November
15, as and if declared by Kinam's Board of Directors. No dividends were paid on
the Kinam Preferred Shares during 2002. Due to reduced cash flow from Kinam
operations, dividend payments on these shares were suspended in August 2000 and
continue to remain suspended. The cumulative dividends in arrears on the Kinam
Preferred Shares owned by non-controlling shareholders of U.S.$5.1 million as at
December 31, 2001 have been accrued and included in the carrying value of the
Kinam Preferred Shares. If all of the Kinam Preferred Shares owned by
non-controlling shareholders were converted, an additional 1,084,379 Common
Shares (or 361,460 Common Shares assuming the Kinross Share Consolidation takes
place) would be issued.
CONVERSION. The Kinam Preferred Shares are convertible into Common
Shares at a conversion price of U.S.$10.3073 per share equivalent to a
conversion rate of 4.8512 Common Shares per Kinam Preferred Share (or 1.617
Common Shares assuming the Kinross Share Consolidation takes place), subject to
adjustment in certain events.
REDEMPTION. The Kinam Preferred Shares are redeemable at the option of
Kinross at any time on or after August 15, 1997, in whole or in part, for cash
initially at a redemption price of U.S.$52.625 per share declining ratably
annually to U.S.$50.00 per share on or after August 15, 2004, plus accrued and
unpaid dividends.
VOTING RIGHTS. The holders of Kinam Preferred Shares are not entitled
to receive notice of or to attend or vote at any meeting of shareholders of
Kinross.
CONVERTIBLE DEBENTURES
The 5.5% convertible unsecured subordinated debentures (the "Kinross
Debentures") of Kinross were issued pursuant to an indenture dated December 5,
1996 made between Kinross and Montreal Trust Corporation of Canada (now
Computershare Trust Company of Canada), as trustee. At the holder's option, the
Kinross Debentures are convertible into Common Shares at a conversion price of
Cdn.$13.35 per share, being a rate of 74.906 Common Shares per Cdn.$1,000
principal amount of Kinross Debentures (or Cdn.$40.05 per share, being a rate of
24.968 Common Shares per Cdn.$1,000 principal amount of Kinross Debentures
assuming the Kinross Share Consolidation takes place). The Kinross Debentures
are redeemable at any time at par plus accrued and unpaid interest. Kinross
I-23
may, at its option, elect to satisfy its obligation to pay the principal amount
of the Kinross Debentures upon redemption or at maturity by issuing and
delivering to the holders, for each Cdn.$1,000 principal amount of Kinross
Debentures, the greater of: (i) that number of Common Shares obtained by
dividing such aggregate principal amount by 95% of the weighted average trading
price of the Common Shares on the TSX for the 20 consecutive trading days ending
on the fifth trading day prior to the date that on which notice of such election
is first given; and (ii) that number of Common Shares obtained by dividing such
aggregate principal amount by 95% of the weighted average trading price of the
Common Shares on the TSX for the 20 consecutive trading days ending on the fifth
trading day prior to the redemption date or the maturity date, as the case may
be.
USE OF PROCEEDS
The net proceeds from the issue of the Underlying Securities upon
exercise of the Kinross Warrants and the Echo Bay Warrants will be used for
general corporate purposes. The Corporation will not receive any proceeds from
the conversion of the Kinam Preferred Shares.
PLAN OF DISTRIBUTION
ECHO BAY WARRANTS
The Echo Bay Warrants were issued in registered form under, and are
governed by, an indenture dated as of May 9, 2002 (the "Echo Bay Warrant
Indenture") between Echo Bay and Computershare Trust Company of Canada (the
"Warrant Trustee"), as trustee thereunder.
Each Echo Bay Warrant entitles the holder to purchase one Echo Bay
common share at an exercise price of U.S.$0.90 per share. Echo Bay Warrants are
exercisable at any time prior to 5:00 p.m. (Toronto time) on November 14, 2003,
after which the Echo Bay Warrants will expire and become null and void. Under
the Echo Bay Warrant Indenture, Echo Bay is entitled to purchase in the market,
by private contract or otherwise, all or any of the Echo Bay Warrants then
outstanding, and any Echo Bay Warrants so purchased will be cancelled.
The Echo Bay Warrant Indenture also provides, in effect, that upon
completion of the Combination, each Echo Bay Warrant will become exercisable for
that number of Common Shares as the holder of such Echo Bay Warrant would have
been entitled to had it held Echo Bay Common Shares on the date of completion of
the Arrangement. Each Echo Bay Warrant will become exercisable for 0.52 of a
Common Share or 0.1733 of a Common Share, if the Kinross Share Consolidation is
completed.
UNDERLYING SECURITIES
The Underlying Securities qualified by this Prospectus will only be
issued upon the due exercise of the Kinross Warrants, the Echo Bay Warrants or
the conversion of Kinam Preferred Shares. Kinross does not anticipate engaging
the services of any underwriters, brokers or dealers in connection with the
distribution of Underlying Securities qualified hereby. No fee or commission is
payable by the holder of a Kinross Warrant or an Echo Bay Warrant upon such
exercise or by the holder of a Kinam Preferred Share upon exercise of the
conversion rights attached thereto.
RISK FACTORS
The acquisition of securities being offered by this Prospectus involves
a high degree of risk. Any prospective investor should carefully consider the
risk factors set forth in the renewal annual information form, Proxy Circular
and all of the other information contained in this Prospectus (including,
without limitation, the documents incorporated by reference) and in any
applicable prospectus supplement before purchasing any of the securities sold
pursuant to this Prospectus. The risks described therein are not the only risks
facing the Corporation. Additional risks and uncertainties not currently known
to the Corporation, or that the Corporation currently deems immaterial, may also
materially and adversely affect its business.
LEGAL MATTERS
Certain legal matters in connection with the Underlying Securities
offered hereby will be passed upon for the Corporation by Cassels Brock &
Blackwell LLP, Canadian counsel for the Corporation, and by Chadbourne &
I-24
Parke LLP, special U.S. counsel to the Corporation. As of the date hereof,
partners and associates of Cassels Brock & Blackwell LLP and partners and
associates of Chadbourne & Parke LLP, each as a group, own, directly or
indirectly, in the aggregate, less than one percent of the outstanding Common
Shares of the Corporation. If any underwriters named in a prospectus supplement
retain their own counsel to pass upon legal matters relating to the Securities,
that counsel will be named in the prospectus supplement.
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION
Securities legislation in the Provinces of Ontario and Quebec provide
purchasers with the right to withdraw from an agreement to purchase securities.
This right may be exercised within two business days after receipt or deemed
receipt of a prospectus and any amendment and any applicable prospectus
supplement. In the Provinces of Ontario and Quebec, the securities legislation
further provides a purchaser with remedies for rescission or, in some
jurisdictions, damages if the Prospectus and any amendment and any applicable
prospectus supplement contains a misrepresentation or is not delivered to the
purchaser, provided that the remedies for rescission or damages are exercised by
the purchaser within the time limit prescribed by the securities legislation of
the purchaser's province. The purchaser should refer to any applicable
provisions of the securities legislation of the purchaser's province for the
particulars of these rights or consult with a legal adviser. Rights and remedies
may also be available to purchasers under U.S. law; purchasers may wish to
consult with a U.S. lawyer for particulars of these rights.
I-25
CERTIFICATE OF THE CORPORATION
Dated: January 22, 2003
This short form prospectus, together with the documents incorporated in
this prospectus by reference, constitutes full, true and plan disclosure of all
material facts relating to the securities offered by this prospectus as required
by the securities legislation of the Province of Ontario and, for the purposes
of the Securities Act (Quebec) and regulations thereunder, this short form
prospectus, as supplemented by the documents incorporated herein by reference,
does not contain any misrepresentation likely to affect the value or the market
price of the securities to be distributed.
(Signed) Robert M. Buchan (Signed) Brian Penny
President and Chief Executive Officer Vice President, Finance and Chief
Financial Officer
On Behalf of the Board of Directors
(Signed) Cameron A. Mingay (Signed) John A. Brough
Director Director
I-26
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
INDEMNIFICATION OF DIRECTORS OR OFFICERS
Section 136 of the Business Corporations Act (Ontario) (the "Act")
provides that a corporation may indemnify a director or officer of the
corporation, a former director or officer of the corporation or a person who
acts or acted at the corporation's request as a director or officer of a body
corporate of which the corporation is or was a shareholder or creditor, and his
or her heirs and legal representatives (collectively, the "Indemnified Party"),
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by the Indemnified Party in
respect of any civil, criminal or administrative action or proceeding
(collectively, the "Action") to which he or she is made a party by reason of
being or having been a director or officer of such corporation or body
corporate, if:
(a) he or she acted honestly and in good faith with a view to the
best interests of the corporation; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he or she
had reasonable grounds for believing that his or her conduct
was lawful.
Section 136 of the Act also provides that a corporation may, with
the approval of the court, indemnify an Indemnified Party in respect of an
action by or on behalf of the corporation to procure judgment in its favor (a
"Derivative Action"), to which such person has been made a party by reason of
being or having been a director or an officer of the corporation against all
costs, charges and expenses reasonably incurred by such person in connection
with such Derivative Action if he or she fulfills the conditions set forth in
clauses (a) and (b) of the paragraph above.
If an Indemnified Party is substantially successful on the merits
in his or her defense of an Action or Derivative Action and fulfills the
conditions set forth previously, the Indemnified Party is entitled to
indemnification from the corporation in respect of all costs, charges and
expenses reasonably incurred by him or her in connection with the defense of
such Action or Derivative Action to which he or she has been made party by
reason of being a director or officer.
The Bylaws of the Corporation provide that an Indemnified Party
shall at all times be indemnified by the Corporation in every circumstance where
the Act so permits or requires. The Bylaws further provide that, subject to
limitations in the Act regarding indemnities in respect of Derivative Actions,
every person who at any time is or has been a director or officer of the
Corporation or properly incurs or has properly incurred any liability on behalf
of the Corporation or who at any time acts or has acted at the Corporation's
request (in respect of the Corporation or any other person), and his or her
heirs and legal representatives, shall at all times be indemnified by the
Corporation against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a fine or judgment, reasonably incurred by him or
her in respect of or in connection with any civil, criminal or administrative
action, proceeding or investigation (apprehended, threatened, pending, under way
or contemplated) to which he or she is or may be made a party or in which he or
she is or may become otherwise involved by reason of being or having been such a
director or officer or by reason of so incurring or having so incurred such
liability or by reason of so acting or having so acted (or by reason of anything
alleged to have been done, omitted or acquiesced in by him or
II-1
her in any such capacity or otherwise in respect of any of the foregoing), and
has exhausted all appeals therefrom, if:
(a) he or she acted honestly and in good faith with a view to the
best interest of the Corporation; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he or she
had reasonable grounds for believing his or her conduct was
lawful.
The Bylaws further provide that the above described indemnification
provisions shall not affect any other right to indemnification to which any
person may be or become entitled by contract or otherwise, and no settlement or
plea of guilty in any action or proceeding shall alone constitute evidence that
person did not meet a condition set out in clause (a) or (b) above or any
corresponding condition in the Act. The Bylaws also provide that the persons
described above shall not be liable for any damage, loss, cost or liability
sustained or incurred by the Corporation, except where so required by the Act,
if such person acted honestly and in good faith with a view to the best interest
of the Corporation.
The Corporation maintains directors' and officers' liability insurance,
covering action against its officers and directors. The insurance covers
judgments and defense costs of up to $25,000,000 per lawsuit, with a maximum
coverage of $25,000,000 per year.
Insofar as indemnification for liabilities under the Securities Act of
1933, as amended (the "Securities Act") may be permitted to directors, officers
or persons controlling the Corporation pursuant to the foregoing provisions, the
Corporation has been informed that in the opinion of the SEC such
indemnification is against public policy in the United States as expressed in
the Securities Act and is therefore unenforceable.
II-2
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 the Amended Renewal Annual Information Form of the Corporation dated
May 9, 2002 (the "Renewal Annual Information Form") (as filed with
the Commission on Form 40-F/A on November 20, 2002 (File No.
0-10321))
4.2 amended management's discussion and analysis of financial condition
and results of operations contained in the Corporation's annual
report for the year ended December 31, 2001 (as filed with the
Commission on Form 40-F/A on November 20, 2002 (File No. 0-10321))
4.3 restated consolidated financial statements of the Corporation as at
December 31, 2001 and 2000 and for the years ended December 31,
2001, 2000 and 1999, together with the auditors' report thereon and
the notes thereto (as filed with the Commission on Form 6-K on
December 24, 2002 (File No. 0-10321))
4.4 management information circular and proxy materials of the
Corporation dated March 22, 2002 (excluding those sections not
required to be incorporated by reference herein entitled
"Composition of the Compensation Committee", "Report on Executive
Compensation" and "Shareholder Return Performance Graph") (as filed
with the Commission on a Report on Form 6-K on April 6, 2002 (File
No. 0-10321))
4.5 first quarter report containing the unaudited consolidated financial
statements of the Corporation as at and for the three months ended
March 31, 2002 and 2001, together with the notes thereto (as filed
with the Commission on a Report on Form 6-K on May 28, 2002 (File
No. 0-10321))
4.6 interim management's discussion and analysis of financial condition
and results of operations dated April 30, 2002 for the three months
ended March 31, 2002 (as filed with the Commission on a Report on
Form 6-K on May 28, 2002 (File No. 0-10321))
4.7 material change report dated January 22, 2002 relating to the
entering into of an agreement by the Corporation in connection with
the offering of 20,000,000 Common Shares for gross proceeds of
$27,000,000 (as filed with the Commission on a Report on Form 6-K on
January 30, 2002 (File No. 0-10321))
4.8 material change report of the Corporation dated February 5, 2002
relating to the consideration of a tender offer for the Kinam
Preferred Shares (as defined herein) and the write-off of the
Corporation's investment in the Blanket Mine in Zimbabwe (as filed
with the Commission on a Report on Form 6-K on February 7, 2002
(File No. 0-10321))
4.9 material change report of the Corporation dated February 12, 2002
relating to the completion of the previously announced sale of
20,000,000 Common Shares and the exercise of an underwriters' option
to purchase an additional 3,000,000 Common Shares resulting in the
aggregate sale of 23,000,000 Common Shares for gross proceeds of
Cdn.$31,050,000 (as filed with the Commission on a Report on Form
6-K filed on February 21, 2002 (File No. 0-10321))
4.10 material change report of the Corporation dated February 20, 2002
relating to the financial results of the Corporation as at and for
the year ended December 31, 2001 and summary of reserves and
resources as at December 31, 2001 (as filed with the Commission on a
Report on Form 6-K on February 21, 2002 (File No. 0-10321))
II-3
4.11 material change report of the Corporation dated April 5, 2002
relating to the result of the cash tender offer for the $3.75 Series
B Convertible Preferred Shares (the "Kinam Preferred Shares") of
Kinam Gold Inc. ("Kinam") made by the Corporation's wholly-owned
subsidiary Kinross Gold U.S.A., Inc. (as filed with the Commission
on a Report on Form 6-K on April 6, 2002 (File No. 0-10321))
4.12 material change report of the Corporation dated April 11, 2002
relating to the signing of a letter agreement between the
Corporation and a wholly-owned subsidiary of Placer Dome Inc. to
form a joint venture that will combine the two companies respective
gold mining operations in the Porcupine district in Ontario, Canada
(as filed with the Commission on a Report on Form 6-K on April 16,
2002 (File No. 0-10321))
4.13 material change report of the Corporation dated May 1, 2002 relating
to the first quarter report containing the unaudited consolidated
financial statements of the Corporation as at and for the three
months ended March 31, 2002 and 2001, together with notes thereto
and interim management discussion and analysis of financial
condition and results of operations for the three months ended March
31, 2002 (as filed with the Commission on a Report on Form 6-K on
May 4, 2002 (File No. 0-10321))
4.14 material change report of the Corporation dated May 3, 2002 relating
to the Corporation's intention to deliver into its relatively small
gold forward sales and not replace such hedges (as filed with the
Commission on a Report on Form 6-K on May 4, 2002 (File No.
0-10321))
4.15 material change report of the Corporation dated May 17, 2002
relating to the arbitration ruling in favour of Compania Minera
Maricunga on claims against Fluor Daniel Chile Ingenieria y
Construccion S.A., Fluor Daniel Corporation and Fluor Daniel Wright
Ltd. (as filed with the Commission on a Report on Form 6-K on May
28, 2002 (File No. 0-10321))
4.16 material change report dated June 10, 2002 relating to the entering
into of the Combination Agreement (as filed with the Commission on a
Report of Form 6-K on June 10, 2002 (File No. 0-10321))
4.17 material change report dated July 2, 2002 relating to the entering
into of an asset exchange agreement and a joint venture agreement
with a wholly-owned subsidiary of Placer Dome Inc. (as filed with
the Commission on a Report on Form 6-K on July 10, 2002 (File No.
0-10321))
4.18 interim management's discussion and analysis of financial condition
and results of operations dated August 1, 2002 for the six months
ended June 30, 2002 (as filed with the Commission on a Report on
Form 6-K on August 6, 2002 (File No. 0-10321))
4.19 second quarter report dated August 1, 2002 containing the unaudited
consolidated financial statements of Kinross for the six months
ended June 30, 2002 (as filed with the Commission on a Report on
Form 6-K on August 29, 2002 (File No. 0-10321))
4.20 material change report dated September 13, 2002 relating to
developments in the litigation relating to the Corporation's
ownership of Omolon Gold Mining Corporation ("Omolon") (as filed
with the Commission on a Report on Form 6-K on September 13, 2002
(File No. 0-10321))
4.21 material change report dated October 17, 2002 relating to the
agreement in principle reached by Omolon to repurchase certain of
its issued and outstanding shares (as filed with the Commission on a
Report on Form 6-K on October 17, 2002 (File No. 0-10321))
4.22 material change report dated November 14, 2002 relating to the third
quarter report containing the unaudited consolidated financial
statements of the Corporation as at and for the nine months
II-4
ended September 30, 2002 and 2001, together with the notes thereto
and interim management's discussion and analysis of financial
condition and results of operations for the nine months ended
September 30, 2002 (as filed with the Commission on a Report on Form
6-K on November 19, 2002 (File No. 0-10321))
4.23 material change report dated November 19, 2002 relating to the
amendment to the Combination Agreement dated November 19, 2001 which
extended the termination dates provided for in the Combination
Agreement (as filed with the Commission on a Report on Form 6-K on
November 20, 2002 (File No. 0-10321))
4.24 material change report dated November 29, 2002 relating to the
entering into an agreement with a syndicate of underwriters under
which the underwriters have agreed to sell to the public 5,000,000
units at a price of Cdn.$3.05 per unit (as filed with the Commission
on a Report of Form 6-K on December 9, 2002 (File No. 0-10321))
4.25 the third quarter report containing the unaudited consolidated
financial statements of Kinross as at and for the nine months ended
September 30, 2002 and 2001 together with the notes thereto (as
filed with the Commission on a Report on Form 6-K on December 9,
2002 (File No. 0-10321))
4.26 interim management's discussion and analysis of financial conditions
and results of operation dated November 13, 2002 and for the nine
months ended September 30, 2002 (as filed with the Commission on a
Report on Form 6-K on December 9, 2002 (File No. 0-10321))
4.27 the management information circular, management information circular
supplement and proxy materials of the Corporation dated December 20,
2002 (excluding those sections not required to be incorporated by
reference herein) (as filed with the Commission on a Report of Form
6-K on December 24, 2002 (File No. 0-10321))
4.28 material change report dated January 22, 2003 relating to certain
new developments regarding the proposed acquisition of shares of the
Corporation's 54.7% owned subsidiary, Omolon Gold Mining Company and
the dismissal of certain lawsuits against Omolon (as filed with the
Commission on January 22, 2003 on a Report on Form 6-K (File No.
0-10321))
4.29 the annual information form of TVX dated April 16, 2002 for the year
ended December 31, 2001 (the "TVX Annual Information Form") (as
filed with the Commission on an Annual Report on Form 40-F on April
19, 2002 (File No. 1-13244))
4.30 material change report dated January 15, 2003 relating to force
majeure at its Stratoni base metal operation in Greece.(as filed
with the Commission on a Report on Form 6-K on January 15, 2003
(File No. 1-13244))
4.31 the Annual Report on Form 10-K of Echo Bay Mines Ltd. dated April 1,
2002 for the year ended December 31, 2001 (the "Echo Bay Form 10-K")
the Annual Report on Form 10-K on April 1, 2002 (excluding the
consolidated audited financial statements for the year ended
December 31, 2001) (File No. 1-08542)
4.32 Warrant Indenture by and between the Corporation and Computershare
Trust Company of Canada dated as of December 5, 2002
4.33 Warrant Indenture by and between Echo Bay Mines Ltd. and
Computershare Trust Company of Canada dated as of May 9, 2002 (as
filed with the Commission as Exhibit 4.1 to the Current Report on
Form 8-K of Echo Bay Mines Ltd. (File No. 02642591))
5.1 Consent of Deloitte & Touche LLP
II-5
5.2 Consent of PricewaterhouseCoopers LLP
5.3 Consent of Ernst & Young LLP
5.4 Irrevocable Consent and Power of Attorney on Form F-X
6.1 Powers of Attorney (contained in the signature pages of this
Registration Statement on Form F-10)
II-6
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
ITEM 1. UNDERTAKING.
The Corporation undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the SEC staff, and to
furnish promptly, when requested to do so by the SEC staff, information relating
to the securities registered pursuant to Form F-l0 or to transactions in said
securities.
ITEM 2. CONSENT TO SERVICE OF PROCESS.
Concurrently with the original filing of this Form F-10, the
Corporation filed with the SEC a written irrevocable consent and power of
attorney on Form F-X.
III-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form F-10 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Toronto, Province of Ontario, Country of Canada,
on this 22nd day of January, 2003.
KINROSS GOLD CORPORATION
By: /s/ Robert M. Buchan
-------------------------------------------------
Name: Robert M. Buchan
Title: President and Chief Executive Officer
III-2
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints each
of Robert M. Buchan and Brian W. Penny his true and lawful attorney-in-fact and
agent, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all Amendments (including post-effective Amendments) to this Registration
Statement and any Registration Statement pursuant to Rule 462(b), and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by or on behalf of the
following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert M. Buchan
-------------------------- President, Chief Executive Officer and January 22, 2003
Robert M. Buchan Director (principal executive officer)
/s/ Arthur H. Ditto
-------------------------- Vice Chairman and Director January 22, 2003
Arthur H. Ditto
/s/ Brian W. Penny
-------------------------- Chief Financial Officer and Vice-President January 22, 2003
Brian W. Penny Finance (principal financial officer and
principal accounting officer)
/s/ John A. Brough
-------------------------- Director January 22, 2003
John A. Brough
/s/ John A. Keyes
-------------------------- Director January 22, 2003
John A. Keyes
/s/ John M. H. Huxley
-------------------------- Director January 22, 2003
John M. H. Huxley
/s/ John E. Oliver
-------------------------- Director January 22, 2003
John E. Oliver
/s/ Cameron A. Mingay
-------------------------- Director January 22, 2003
Cameron A. Mingay
III-3
Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, the undersigned has signed this Registration Statement, solely in the
capacity of the duly authorized representative of Kinross Gold Corporation in
the United States, on this 22nd day of January, 2003.
KINROSS GOLD CORPORATION
(Authorized U.S. Representative)
By: /s/ John A. Brough
---------------------------------------------
Name: John A. Brough
Title: Director
III-4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 the Amended Renewal Annual Information Form of the Corporation dated
May 9, 2002 (the "Renewal Annual Information Form") (as filed with
the Commission on Form 40-F/A on November 20, 2002 (File No.
0-10321))
4.2 amended management's discussion and analysis of financial condition
and results of operations contained in the Corporation's annual
report for the year ended December 31, 2001 (as filed with the
Commission on Form 40-F/A on November 20, 2002 (File No. 0-10321))
4.3 restated consolidated financial statements of the Corporation as at
December 31, 2001 and 2000 and for the years ended December 31,
2001, 2000 and 1999, together with the auditors' report thereon and
the notes thereto (as filed with the Commission on Form 6-K on
December 24, 2002 (File No. 0-10321))
4.4 management information circular and proxy materials of the
Corporation dated March 22, 2002 (excluding those sections not
required to be incorporated by reference herein entitled
"Composition of the Compensation Committee", "Report on Executive
Compensation" and "Shareholder Return Performance Graph") (as filed
with the Commission on a Report on Form 6-K on April 6, 2002 (File
No. 0-10321))
4.5 first quarter report containing the unaudited consolidated financial
statements of the Corporation as at and for the three months ended
March 31, 2002 and 2001, together with the notes thereto (as filed
with the Commission on a Report on Form 6-K on May 28, 2002 (File
No. 0-10321))
4.6 interim management's discussion and analysis of financial condition
and results of operations dated April 30, 2002 for the three months
ended March 31, 2002 (as filed with the Commission on a Report on
Form 6-K on May 28, 2002 (File No. 0-10321))
4.7 material change report dated January 22, 2002 relating to the
entering into of an agreement by the Corporation in connection with
the offering of 20,000,000 Common Shares for gross proceeds of
$27,000,000 (as filed with the Commission on a Report on Form 6-K on
January 30, 2002 (File No. 0-10321))
4.8 material change report of the Corporation dated February 5, 2002
relating to the consideration of a tender offer for the Kinam
Preferred Shares (as defined herein) and the write-off of the
Corporation's investment in the Blanket Mine in Zimbabwe (as filed
with the Commission on a Report on Form 6-K on February 7, 2002
(File No. 0-10321))
4.9 material change report of the Corporation dated February 12, 2002
relating to the completion of the previously announced sale of
20,000,000 Common Shares and the exercise of an underwriters' option
to purchase an additional 3,000,000 Common Shares resulting in the
aggregate sale of 23,000,000 Common Shares for gross proceeds of
Cdn$31,050,000 (as filed with the Commission on a Report on Form 6-K
filed on February 21, 2002 (File No. 0-10321))
4.10 material change report of the Corporation dated February 20, 2002
relating to the financial results of the Corporation as at and for
the year ended December 31, 2001 and summary of reserves and
resources as at December 31, 2001 (as filed with the Commission on a
Report on Form 6-K on February 21, 2002 (File No. 0-10321))
4.11 material change report of the Corporation dated April 5, 2002
relating to the result of the cash tender offer for the $3.75 Series
B Convertible Preferred Shares (the "Kinam Preferred Shares") of
Kinam Gold Inc. ("Kinam") made by the Corporation's wholly-owned
subsidiary Kinross Gold U.S.A., Inc. (as filed with the Commission
on a Report on Form 6-K on April 6, 2002 (File No. 0-10321))
4.12 material change report of the Corporation dated April 11, 2002
relating to the signing of a letter agreement between the
Corporation and a wholly-owned subsidiary of Placer Dome Inc. to
form a joint venture that will combine the two companies respective
gold mining operations in the Porcupine district in Ontario, Canada
(as filed with the Commission on a Report on Form 6-K on April 16,
2002 (File No. 0-10321))
III-5
4.13 material change report of the Corporation dated May 1, 2002 relating
to the first quarter report containing the unaudited consolidated
financial statements of the Corporation as at and for the three
months ended March 31, 2002 and 2001, together with notes thereto
and interim management discussion and analysis of financial
condition and results of operations for the three months ended March
31, 2002 (as filed with the Commission on a Report on Form 6-K on
May 4, 2002 (File No. 0-10321))
4.14 material change report of the Corporation dated May 3, 2002 relating
to the Corporation's intention to deliver into its relatively small
gold forward sales and not replace such hedges (as filed with the
Commission on a Report on Form 6-K on May 4, 2002 (File No. 0-10321))
4.15 material change report of the Corporation dated May 17, 2002
relating to the arbitration ruling in favour of Compania Minera
Maricunga on claims against Fluor Daniel Chile Ingenieria y
Construccion S.A., Fluor Daniel Corporation and Fluor Daniel Wright
Ltd. (as filed with the Commission on a Report on Form 6-K on May
28, 2002 (File No. 0-10321))
4.16 material change report dated June 10, 2002 relating to the entering
into of the Combination Agreement (as filed with the Commission on a
Report of Form 6-K on June 10, 2002 (File No. 0-10321))
4.17 material change report dated July 2, 2002 relating to the entering
into of an asset exchange agreement and a joint venture agreement
with a wholly-owned subsidiary of Placer Dome Inc. (as filed with
the Commission on a Report on Form 6-K on July 10, 2002 (File No.
0-10321))
4.18 interim management's discussion and analysis of financial condition
and results of operations dated August 1, 2002 for the six months
ended June 30, 2002 (as filed with the Commission on a Report on
Form 6-K on August 6, 2002 (File No. 0-10321))
4.19 second quarter report dated August 1, 2002 containing the unaudited
consolidated financial statements of Kinross for the six months
ended June 30, 2002 (as filed with the Commission on a Report on
Form 6-K on August 29, 2002 (File No. 0-10321))
4.20 material change report dated September 13, 2002 relating to
developments in the litigation relating to the Corporation's
ownership of Omolon Gold Mining Corporation ("Omolon") (as filed
with the Commission on a Report on Form 6-K on September 13, 2002
(File No. 0-10321))
4.21 material change report dated October 17, 2002 relating to the
agreement in principle reached by Omolon to repurchase certain of
its issued and outstanding shares (as filed with the Commission on a
Report on Form 6-K on October 17, 2002 (File No. 0-10321))
4.22 material change report dated November 14, 2002 relating to the third
quarter report containing the unaudited consolidated financial
statements of the Corporation as at and for the nine months ended
September 30, 2002 and 2001, together with the notes thereto and
interim management's discussion and analysis of financial condition
and results of operations for the nine months ended September 30,
2002 (as filed with the Commission on a Report on Form 6-K on
November 19, 2002 (File No. 0-10321))
4.23 material change report dated November 19, 2002 relating to the
amendment to the Combination Agreement dated November 19, 2001 which
extended the termination dates provided for in the Combination
Agreement (as filed with the Commission on a Report on Form 6-K on
November 20, 2002 (File No. 0-10321))
4.24 material change report dated November 29, 2002 relating to the
entering into an agreement with a syndicate of underwriters under
which the underwriters have agreed to sell to the public 5,000,000
units at a price of Cdn$3.05 per unit (as filed with the Commission
on a Report on Form 6-K on December 9, 2002 (File No. 0-10321))
4.25 the third quarter report containing the unaudited consolidated
financial statements of Kinross as at and for the nine months ended
September 30, 2002 and 2001 together with the notes thereto (as
filed with the Commission on a Report on Form 6-K on December 9,
2002 (File No. 0-10321))
4.26 interim management's discussion and analysis of financial conditions
and results of operation dated November 13, 2002 and for the nine
months ended September 30, 2002 (as filed with the Commission on a
Report on Form 6-K on December 9, 2002 (File No. 0-10321))
4.27 the management information circular, management information circular
supplement and proxy materials of the Corporation dated December 20,
2002 (excluding those sections not required to be incorporated by
III-6
reference herein) (as filed with the Commission on a Report on Form
6-K on December 24, 2002 (File No. 0-10321))
4.28 material change report dated January 22, 2003 relating to certain
new developments regarding the proposed acquisition of shares of the
Corporation's 54.7% owned subsidiary, Omolon Gold Mining Company and
the dismissal of certain lawsuits against Omolon (as filed with the
Commission on January 22, 2003 on a Report on Form 6-K (File No.
0-10321))
4.29 the annual information form of TVX dated April 16, 2002 for the year
ended December 31, 2001 (the "TVX Annual Information Form") (as
filed with the Commission on an Annual Report on Form 40-F on April
19, 2002 (File No. 1-13244))
4.30 material change report dated January 15, 2003 relating to force
majeure at its Stratoni base metal operation in Greece.(as filed
with the Commission on a Report on Form 6-K on January 15, 2003
(File No. 1-13244))
4.31 the Annual Report on Form 10-K of Echo Bay Mines Ltd. dated April 1,
2002 for the year ended December 31, 2001 (the "Echo Bay Form 10-K")
the Annual Report on Form 10-K on April 1, 2002 (excluding the
consolidated audited financial statements for the year ended
December 31, 2001) (File No. 1-08542)
4.32 Warrant Indenture by and between the Corporation and Computershare
Trust Company of Canada dated as of December 5, 2002
4.33 Warrant Indenture by and between the Corporation and Computershare
Trust Company of Canada dated as of December 5, 2002 (as filed with
the Commission as Exhibit 4.1 to the Current Report on Form 8-K of
Echo Bay Mines Ltd. (File No. 02642591))
5.1 Consent of Deloitte & Touche LLP
5.2 Consent of PricewaterhouseCoopers LLP
5.3 Consent of Ernst & Young LLP
5.4 Irrevocable Consent and Power of Attorney on Form F-X (filed
contemporaneously with this Registration Statement)
6.1 Powers of Attorney (contained in the signature pages of this
Registration Statement on Form F-10)
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