Filed Pursuant to Rule 424(b)(3)
Registration No. 333-111516
PROSPECTUS
July 26, 2006
Kinross Gold Corporation ("Kinross") and Crown Resources Corporation
("Crown") have agreed to the acquisition of Crown by Kinross under the terms of
a merger agreement. Crown's board of directors is recommending approval of the
plan of merger because it believes the merger will benefit Crown's shareholders
by creating greater shareholder value and by allowing shareholders to
participate in a larger, more diversified company. Certain of the members of the
board of directors of Crown are subject to a potential conflict of interest in
connection with the proposed merger. See the discussion in the attached Proxy
Statement/Prospectus under the caption "The Merger--Interests of Certain
Individuals."
Under the terms of the merger agreement, each share of Crown common
stock will be converted into 0.32 of a Kinross common share. Kinross will not
issue fractional shares and will pay cash in lieu thereof. Kinross estimates
that it will issue up to approximately 14.7 million Kinross common shares on a
fully-diluted basis in the merger and that immediately after the merger Crown
shareholders will hold up to approximately 3.9% of the then outstanding Kinross
common shares, based on the 347 million Kinross common shares outstanding on
June 30, 2006. Kinross common shares are listed and traded on the Toronto Stock
Exchange under the symbol "K" and on the New York Stock Exchange under the
symbol "KGC."
The proposed merger is subject to the approval of the Crown shareholders
and this Proxy Statement/ Prospectus is being sent to Crown shareholders in
order to solicit their support of the merger. This Proxy Statement/Prospectus
contains detailed information about the proposed merger and related matters. We
encourage you to read the entire Proxy Statement/Prospectus, including the
appendices, carefully prior to voting. YOU SHOULD PAY PARTICULAR ATTENTION TO
THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 19.
Your vote is very important. Whether or not you plan to attend the
special meeting, please take the time to vote by completing, signing, dating,
and mailing the enclosed proxy card to Crown or by providing voting instructions
to your broker.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE COMMISSION
HAS APPROVED OR DISAPPROVED THE KINROSS COMMON SHARES DESCRIBED IN THIS PROXY
STATEMENT/PROSPECTUS OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Proxy Statement/Prospectus is dated July 26, 2006, and
is first being mailed to Crown shareholders on or about August 2, 2006.
1
ADDITIONAL INFORMATION
This Proxy Statement/Prospectus incorporates important business and
financial information about Kinross and Crown that is not included or delivered
with this document. Kinross and Crown file annual, quarterly and other reports
and other information with the Securities and Exchange Commission, or SEC. For a
listing of the documents available from the SEC, Kinross and Crown, please see
the section entitled "Where You Can Find More Information" beginning on page
247.
Kinross will provide you with copies of the information relating to
Kinross, without charge, upon written or oral request to Shelley M. Riley, Vice
President, Administration and Corporate Secretary:
Kinross Gold Corporation
52nd Floor, Scotia Plaza
40 King Street West
Toronto, Ontario, CANADA M5H 3Y2
Telephone: (416) 365-5198
Crown will provide you with copies of this information relating to
Crown, without charge, upon written or oral request to James R. Maronick, Chief
Financial Officer:
Crown Resources Corporation
4251 Kipling Street, Suite 390
Wheat Ridge, Colorado 80033
Telephone: (303) 534-1030
IN ORDER TO RECEIVE TIMELY DELIVERY OF THE DOCUMENTS IN ADVANCE OF THE
CROWN SPECIAL MEETING, KINROSS AND CROWN SHOULD RECEIVE YOUR REQUEST NO LATER
THAN August 24, 2006.
2
CROWN RESOURCES CORPORATION
4251 KIPLING STREET, SUITE 390
WHEAT RIDGE, COLORADO 80033
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 31, 2006
To the Shareholders of Crown Resources Corporation:
Notice is hereby given that a special meeting of the shareholders of
Crown Resources Corporation, a Washington corporation ("Crown"), will be held on
August 31, 2006, at 9:00 a.m., local time, at the offices of Crown located at
4251 Kipling Street, Suite 390, Wheat Ridge, Colorado, to consider and take
action upon the following matters:
1. a proposal to approve a plan of merger among Crown, Kinross
Gold Corporation, a corporation organized in the Province of Ontario,
Canada ("Kinross"), and Crown Merger Corporation, a wholly-owned
subsidiary of Kinross ("Crown Merger"), in accordance with the terms of
the Acquisition Agreement and Agreement and Plan of Merger among
Kinross, Crown, and Crown Merger, dated as of November 20, 2003, as
amended, attached to the Proxy Statement/Prospectus as Appendix "A,"
such that the shareholders of Crown will receive 0.32 of a Kinross
common share for each share of Crown common stock and Crown will become
a wholly-owned subsidiary of Kinross upon completion of the merger;
2. a proposal to approve one or more adjournments of the special
meeting, if necessary, to permit further solicitation of proxies if
there are not sufficient votes at the time of the special meeting to
approve the plan of merger; and
3. such other matters as may properly come before the meeting or
any adjournment or postponement thereof.
Holders of record of shares of Crown common stock at the close of
business on July 20, 2006, the record date for the special meeting, are entitled
to notice of, and to vote at, the special meeting and any adjournments or
postponements of the special meeting. At the close of business on the record
date, Crown had 46,287,953 shares of common stock outstanding and entitled to
vote.
Crown cannot complete the merger unless the plan of merger is approved
by the affirmative vote of the holders of at least two-thirds of the shares of
Crown common stock entitled to vote.
A form of proxy and a Proxy Statement/Prospectus containing more
detailed information with respect to the matters to be considered at the special
meeting, including a copy of the merger agreement, accompany and form a part of
this notice.
Whether or not you plan to attend the special meeting, please complete,
sign, date, and return the enclosed proxy card to ensure that your shares will
be represented at the special meeting. If you sign, date, and return your proxy
card without indicating how you wish to vote, your proxy will be counted as a
vote for the approval of all proposals. Even if you have returned your proxy,
you may still vote in person if you attend the special meeting.
If your shares are held of record by a broker, bank, or other nominee,
you must instruct the record holder how to vote if you wish your shares to be
voted. If you are not the record holder of your shares and you wish to vote at
the meeting, you must obtain a proxy issued in your name from the record holder.
If you fail to return your proxy or to vote in person at the special meeting,
your shares will effectively count as a vote against approval of the plan of
merger.
Under Washington law, Crown shareholders will have the opportunity to
assert dissenters' rights of appraisal in connection with the merger. These
rights are described in greater detail in the attached Proxy
Statement/Prospectus.
By Order of the Board of Directors
James R. Maronick, Secretary
Wheat Ridge, Colorado
July 26, 2006
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TABLE OF CONTENTS
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PAGE
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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING...............................................................10
SUMMARY.......................................................................................................12
THE COMPANIES.................................................................................................12
Kinross Gold Corporation...................................................................................12
Crown Resources Corporation................................................................................12
THE MERGER....................................................................................................12
Reasons for the Merger.....................................................................................12
Terms of the Merger........................................................................................13
Dissenters' Rights in the Merger...........................................................................13
Material U.S. Federal Income Tax Consequences..............................................................14
Material Canadian Federal Income Tax Consequences..........................................................14
Recommendation of the Board of Directors...................................................................14
Management of Kinross After the Merger.....................................................................14
Interests of Certain Persons in the Merger.................................................................14
Principal Conditions to Completion of the Merger...........................................................14
Restrictions on Soliciting Alternative Transactions........................................................15
Kinross and Crown May Amend or Terminate the Merger Agreement..............................................15
Restrictions on Resale of Kinross Common Stock Issued in the Merger........................................15
Comparison of Shareholder Rights and Corporate Matters.....................................................16
Shares Held by Crown Directors and Executive Officers......................................................16
New Certificates for Common Shares.........................................................................16
COMPARATIVE PER SHARE DATA....................................................................................17
Financial Per Share Data...................................................................................17
SELECTED CONSOLIDATED FINANCIAL INFORMATION...................................................................17
TRADING PRICE DATA............................................................................................17
CURRENCY AND EXCHANGE RATE DATA...............................................................................18
GLOSSARY AND MEASUREMENTS CONVERSION TABLE....................................................................18
RISK FACTORS..................................................................................................19
RISKS RELATING TO THE BUSINESS OF THE COMBINED COMPANY........................................................19
RISKS RELATING TO THE MERGER..................................................................................28
CAUTIONARY STATEMENT..........................................................................................29
THE CROWN SPECIAL MEETING.....................................................................................30
GENERAL.......................................................................................................30
DATE, TIME, AND PLACE.........................................................................................30
PURPOSE OF THE SPECIAL MEETING................................................................................30
CROWN BOARD RECOMMENDATION....................................................................................30
RECORD DATE AND VOTING POWER..................................................................................30
VOTES REQUIRED................................................................................................30
STOCKHOLDER AND VOTING AGREEMENT..............................................................................31
QUORUM; ABSTENTIONS AND BROKER NON-VOTES......................................................................31
VOTING, PROXIES, AND REVOCATION...............................................................................31
SOLICITATION OF PROXIES AND EXPENSES..........................................................................32
PROPOSAL TO APPROVE ADJOURNMENT OF SPECIAL MEETING............................................................32
NO ADDITIONAL MATTERS.........................................................................................33
SHAREHOLDER PROPOSALS FOR THE CROWN 2007 ANNUAL MEETING.......................................................33
4
DIVIDEND POLICY...............................................................................................33
BUSINESS OF CROWN.............................................................................................33
OVERVIEW......................................................................................................33
RECENT DEVELOPMENTS...........................................................................................34
MATERIAL PROPERTIES...........................................................................................35
Buckhorn Mountain Project..................................................................................35
Other Property Interests...................................................................................40
MINERAL PROPERTY AND EXPLORATION EXPENDITURE OVERVIEW.........................................................40
EXPLORATION ACTIVITIES........................................................................................41
EMPLOYEES.....................................................................................................41
LEGAL PROCEEDINGS.............................................................................................41
STOCKHOLDER AND VOTING AGREEMENT..............................................................................41
PRINCIPAL SHAREHOLDERS OF CROWN...............................................................................42
CROWN SELECTED HISTORICAL FINANCIAL INFORMATION...............................................................43
CROWN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS......................................................................................44
BUSINESS OVERVIEW.............................................................................................44
RECENT FINANCING TRANSACTIONS.................................................................................45
CORPORATE REORGANIZATION......................................................................................46
RESULTS OF OPERATIONS.........................................................................................47
Limited Revenue Sources....................................................................................47
Three Months Ended March 31, 2006 Compared to the Three Months Ended March 31, 2005........................47
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004......................................48
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003......................................50
LIQUIDITY AND CAPITAL RESOURCES...............................................................................51
Three Months Ended March 31, 2006 Compared to the Three Months Ended March 31, 2005........................52
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004......................................53
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003......................................54
CONTRACTUAL OBLIGATIONS AND PLANNED EXPENDITURES..............................................................54
OFF-BALANCE SHEET ARRANGEMENTS................................................................................55
RELATED PARTY TRANSACTIONS....................................................................................55
CRITICAL ACCOUNTING ESTIMATES.................................................................................57
Mineral Properties, Net....................................................................................57
Exploration, Amortization and Impairment...................................................................57
Reserves...................................................................................................58
Gain and Loss on Derivative Instruments and Trading Securities.............................................58
ENVIRONMENTAL, PERMITTING AND LEGAL...........................................................................58
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER
FINANCIAL REPORTING...........................................................................................60
Disclosure Controls and Procedures.........................................................................60
Internal Control Over Financial Reporting..................................................................60
Steps Taken to Address Material Weaknesses and Deficiencies and Inherent Limitation........................60
Integrity of the Financial Information.....................................................................61
RECENT ACCOUNTING PRONOUNCEMENTS..............................................................................61
DISCLOSURE ABOUT MARKET RISKS.................................................................................63
EQUITY PRICE RISKS............................................................................................63
INTEREST RATE RISKS...........................................................................................63
FLUCTUATIONS IN COMMODITY PRICES..............................................................................63
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BUSINESS OF KINROSS...........................................................................................64
OVERVIEW......................................................................................................64
Three Year History.........................................................................................64
CORPORATE STRUCTURE...........................................................................................67
OPERATIONS....................................................................................................68
Employees..................................................................................................68
Competitive Conditions.....................................................................................68
ENVIRONMENTAL PROTECTION......................................................................................69
General....................................................................................................69
Permitting--Buckhorn Project...............................................................................69
CERCLA Action..............................................................................................70
Operations.................................................................................................70
Gold Equivalent Production (Ounces)........................................................................71
MARKETING.....................................................................................................72
MINERAL RESERVES AND MINERAL RESOURCES........................................................................73
Cautionary Note to United States Investors Concerning Estimates of Measured and Indicated Resources........74
MATERIAL PROPERTIES...........................................................................................78
Fort Knox Mine and Area, Alaska............................................................................78
The Porcupine Joint Venture................................................................................84
La Coipa Mine..............................................................................................92
Paracatu Mine..............................................................................................96
Refugio Mine..............................................................................................102
Round Mountain............................................................................................107
DIVIDEND POLICY..............................................................................................114
LEGAL PROCEEDINGS............................................................................................114
Class Action..............................................................................................114
The Hellenic Gold Properties Litigation...................................................................115
Summa.....................................................................................................115
Income Taxes..............................................................................................116
Regulatory Investigations.................................................................................117
DESCRIPTION OF CAPITAL STRUCTURE.............................................................................117
MANAGEMENT OF KINROSS........................................................................................118
DIRECTORS....................................................................................................118
OFFICERS.....................................................................................................121
INDEMNIFICATION OF DIRECTORS AND OFFICERS....................................................................124
CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS.....................................................124
EXECUTIVE COMPENSATION.......................................................................................125
Option Grants in Last Fiscal Year.........................................................................127
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values.........................128
Pension and Other Benefit Plans...........................................................................128
Employment Contracts......................................................................................129
Certain Transactions......................................................................................129
Interest of Management and Others in Material Transactions................................................130
Directors and Officers' Insurance.........................................................................130
Compensation of Directors.................................................................................130
Report on 2005 Executive Compensation.....................................................................131
Securities Authorized for Issuance Under Equity Compensation Plans........................................136
PRINCIPAL SHAREHOLDERS OF KINROSS............................................................................138
MARKET PRICE FOR KINROSS COMMON SHARES.......................................................................139
6
KINROSS SELECTED FINANCIAL DATA..............................................................................140
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF KINROSS...................................................140
EXCHANGE RATE DATA...........................................................................................142
KINROSS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.....................................................................................143
OVERVIEW.....................................................................................................144
IMPACT OF KEY ECONOMIC TRENDS................................................................................147
STRATEGY.....................................................................................................152
DEVELOPMENTS.................................................................................................152
CONSOLIDATED FINANCIAL RESULTS...............................................................................155
OTHER OPERATING SEGMENTS.....................................................................................173
LIQUIDITY AND CAPITAL RESOURCES..............................................................................180
QUARTERLY INFORMATION........................................................................................187
CRITICAL ACCOUNTING POLICIES AND ESTIMATES...................................................................188
RECENT PRONOUNCEMENTS AND ACCOUNTING CHANGES.................................................................193
RISK ANALYSIS................................................................................................193
THE MERGER...................................................................................................199
GENERAL......................................................................................................199
BACKGROUND OF THE MERGER.....................................................................................200
REASONS FOR THE MERGER--ADVANTAGES AND DISADVANTAGES.........................................................204
Kinross...................................................................................................204
Crown.....................................................................................................205
INTERESTS OF CERTAIN INDIVIDUALS.............................................................................206
STOCK OPTIONS................................................................................................207
REGULATORY APPROVALS REQUIRED................................................................................207
DISSENTERS' RIGHTS OF APPRAISAL..............................................................................207
Requirements for Exercising Dissenters' Rights............................................................207
Dissenters' Notice Procedure..............................................................................208
Payment Procedure.........................................................................................208
Payment Disputes..........................................................................................209
Fair Value................................................................................................210
ACCOUNTING FOR THE MERGER....................................................................................210
DELIVERY OF CERTIFICATES FOR KINROSS COMMON SHARES...........................................................210
PAYMENT IN LIEU OF ISSUING FRACTIONAL SHARES.................................................................210
EXPENSES OF THE MERGER.......................................................................................210
RESTRICTIONS ON TRANSFER OF KINROSS COMMON SHARES............................................................211
United States.............................................................................................211
Canada....................................................................................................211
AGREEMENTS RELATING TO THE MERGER............................................................................212
THE MERGER AGREEMENT.........................................................................................212
Structure of the Merger...................................................................................212
Effective Time and Timing of Closing......................................................................212
Consideration to be Received in the Merger................................................................212
Exchange of Certificates Representing Crown Common Stock..................................................212
Distribution of Solitario Common Stock....................................................................213
Treatment of Crown Stock Options..........................................................................213
Treatment of Crown Warrants...............................................................................213
Representations and Warranties............................................................................213
Conduct of Business Pending the Merger....................................................................214
7
Offers for Alternative Transactions.......................................................................214
Conditions to the Parties' Obligations to Close the Merger................................................215
Termination and Effects of Termination....................................................................217
Expenses..................................................................................................218
Additional Agreements.....................................................................................218
Amendment.................................................................................................218
Waiver....................................................................................................219
STOCKHOLDER AND VOTING AGREEMENT.............................................................................219
THE DISTRIBUTION AGREEMENT...................................................................................220
MARKET FOR SECURITIES........................................................................................220
DESCRIPTION OF SECURITIES....................................................................................221
KINROSS PREFERRED SHARES.....................................................................................221
KINAM CONVERTIBLE PREFERRED SHARES...........................................................................221
Dividends.................................................................................................221
Conversion................................................................................................221
Redemption................................................................................................221
Voting Rights.............................................................................................221
WARRANTS.....................................................................................................221
KINROSS COMMON SHARES........................................................................................222
Dividends.................................................................................................222
Liquidation...............................................................................................222
Voting....................................................................................................222
Shareholder Rights Plan...................................................................................222
TRANSFER AGENT...............................................................................................224
COMPARISON OF RIGHTS OF HOLDERS OF KINROSS COMMON SHARES AND HOLDERS OF
CROWN COMMON STOCK........................................................................................224
GENERAL PROVISIONS...........................................................................................225
Authorized Capital........................................................................................225
Number of Directors.......................................................................................225
Director Qualifications...................................................................................226
Election of Directors by Zoloto...........................................................................226
Vacancy on the Board of Directors.........................................................................226
Removal of Directors......................................................................................227
Amendments to Governing Documents.........................................................................227
Quorum of Shareholders....................................................................................227
Special Shareholder Meetings..............................................................................228
Shareholder Consent Instead of a Meeting..................................................................228
Significant Transactions..................................................................................228
Shareholder Proposals and Advance Notice Requirements.....................................................229
Dissenters' Rights........................................................................................230
Shareholder Derivative Actions............................................................................231
Oppression Remedy.........................................................................................231
Payment of Dividends......................................................................................232
Repurchase of Shares......................................................................................232
Fiduciary Duties of Directors.............................................................................233
Indemnification of Officers and Directors.................................................................233
Director Liability........................................................................................234
Access to Corporate Records...............................................................................235
Transactions With Interested Directors....................................................................235
Anti-Takeover Provisions and Interested Shareholder Transactions..........................................236
8
TAX CONSEQUENCES.............................................................................................238
UNITED STATES FEDERAL TAX CONSEQUENCES.......................................................................238
General...................................................................................................238
United States Federal Income Tax Consequences of the Merger...............................................239
Withholding With Respect to Cash Paid in Lieu of Fractional Kinross Shares................................240
United States Federal Income Tax Consequences to U.S. Holders Owning and Disposing of
Kinross Common Shares..................................................................................240
Taxation of Dividends on Kinross Common Shares............................................................240
Taxation on Sale or Exchange of Kinross Common Shares.....................................................241
Passive Foreign Investment Company Considerations.........................................................241
U.S. Information Reporting and Backup Withholding.........................................................243
CANADIAN FEDERAL TAX CONSEQUENCES............................................................................243
U.S. Shareholders and Warrant Holders.....................................................................244
Canadian Shareholders and Warrant Holders.................................................................244
EXPERTS......................................................................................................245
VALIDITY OF KINROSS COMMON SHARES............................................................................246
WHERE YOU CAN FIND MORE INFORMATION..........................................................................246
GLOSSARY OF TECHNICAL TERMS USED IN THIS DOCUMENT............................................................248
MEASUREMENTS CONVERSION TABLE................................................................................261
INDEX TO FINANCIAL STATEMENTS................................................................................262
APPENDICES
Appendix A - Merger Agreement.............................................................................A-1
Appendix B - Washington Dissenters' Rights Statute........................................................B-1
9
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
Q. WHY IS MY VOTE IMPORTANT?
A. The plan of merger must be approved by at least two-thirds of
the shares of Crown common stock outstanding on the record date.
If you do not return your proxy card or vote at the special
meeting, it will be more difficult for Crown to obtain the
necessary approval of the plan of merger, because your failure
to vote will have the same practical effect as a vote against
the plan of merger.
Q. WHAT DO I NEED TO DO NOW?
A. After you have carefully read this document, please complete,
sign, and date your proxy and return it in the enclosed
postage-paid return envelope as soon as possible. This will
enable your shares to be represented and voted at the special
meeting. If your shares are held in a brokerage account, you
must provide instructions to your broker in order for your
shares to be voted on the plan of merger.
Q. CAN I CHANGE MY VOTE?
A. Yes. If you are a record holder, you can change your vote at any
time before your proxy is voted at the special meeting by:
o delivering to the Secretary of Crown a signed written
notice of revocation;
o delivering to the Secretary of Crown a signed proxy card
with a later date; or
o attending the special meeting and voting in person.
However, your attendance alone will not revoke your
proxy.
If your shares are held in a "street name" account, you must
timely contact your broker, bank, or other nominee to change
your vote.
To ensure that a notice of revocation is received and acted
upon, please send the notice so that it is received, at the
latest, one business day before the special meeting.
Q. CAN I ATTEND THE MEETING AND VOTE MY SHARES IN PERSON?
A. Yes. All shareholders are invited to attend the special meeting.
Shareholders of record can vote in person at the special
meeting. If your shares are held in street name, then you are
not the shareholder of record and you must ask your broker,
bank, or other nominee how you can vote at the meeting.
Q. IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER OR BANK,
WILL MY BROKER OR BANK VOTE MY SHARES FOR ME?
A. No, your broker or bank will not vote your shares on the plan of
merger unless you provide instructions on how to vote. You
should follow the directions provided by your broker or bank
regarding how to instruct your broker or bank to vote your
shares.
10
Q. WHAT IF I FAIL TO INSTRUCT MY BROKER OR BANK ABOUT HOW TO VOTE?
A. Your failure to instruct your broker, bank, or other nominee to
vote your shares will have the same effect as a vote against
approval of the plan of merger.
Q. SHOULD I SEND IN MY STOCK CERTIFICATES NOW?
A. No. After the merger is completed, you will receive a
transmittal form with instructions for the surrender of Crown
stock certificates. Please do not send in your stock
certificates with your proxy.
Q. WHO CAN HELP ANSWER MY QUESTIONS?
A. You should contact Christopher E. Herald at Crown Resources
Corporation, 4251 Kipling Street, Suite 390, Wheat Ridge,
Colorado 80033, telephone (303) 534-1030, or by e-mail to
cherald@aol.com.
You also may obtain additional information about Kinross and
Crown from the documents filed with the Securities and Exchange
Commission or by following the instructions in the section
entitled "Where You Can Find More Information" on page 247.
11
SUMMARY
THIS SUMMARY HIGHLIGHTS MATERIAL INFORMATION ABOUT THE PROPOSED MERGER
THAT IS MORE FULLY DISCUSSED ELSEWHERE IN THIS DOCUMENT. THIS SUMMARY DOES NOT
CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU. TO UNDERSTAND THE
MERGER FULLY, WE ENCOURAGE YOU TO READ THE ENTIRE PROXY STATEMENT/PROSPECTUS,
INCLUDING THE MERGER AGREEMENT AND THE OTHER DOCUMENTS ATTACHED AS APPENDICES TO
THIS PROXY STATEMENT/PROSPECTUS. ALL INFORMATION CONCERNING KINROSS INCLUDED IN
THIS DOCUMENT HAS BEEN FURNISHED BY KINROSS, AND ALL INFORMATION CONCERNING
CROWN INCLUDED IN THIS DOCUMENT HAS BEEN FURNISHED BY CROWN.
THE COMPANIES
KINROSS GOLD CORPORATION
Kinross is principally engaged in the exploration for and the
acquisition, development, and operation of gold bearing properties in the
Americas. Kinross' principal product and source of cash flow is gold. Kinross is
amalgamated under and is governed by the laws of Ontario, Canada. Kinross
organized Crown Merger Corporation in the state of Washington for the sole
purpose of completing the merger and the acquisition of Crown. Crown Merger has
no operations or assets.
Kinross' principal offices are located at Suite 5200, Scotia Plaza, 40
King Street West, Toronto, Ontario, M5H 3Y2. Kinross' telephone number is (416)
365-5123. Kinross' corporate website is WWW.KINROSS.COM. The information on
Kinross' website is not incorporated by reference into this Proxy
Statement/Prospectus.
In Canada, the Kinross common shares trade on the Toronto Stock Exchange
(the "TSX") under the symbol "K." The Kinross common shares trade on the New
York Stock Exchange (the "NYSE") under the symbol "KGC." See "Business of
Kinross" beginning on page 64.
CROWN RESOURCES CORPORATION
Crown is a precious metals exploration company. Crown's primary business
has been to identify properties with promising mineral potential, acquire these
properties, and explore them to an advanced state. Crown currently has no
revenues from operations, and, other than its Buckhorn Mountain Project, has no
active exploration activities. Unless the context requires otherwise, "Crown"
refers to Crown Resources Corporation and its consolidated subsidiaries.
Crown is incorporated under the laws of the state of Washington. Crown's
principal offices are located at 4251 Kipling Street, Suite 390, Wheat Ridge,
Colorado 80033, and its telephone number is (303) 534-1030. Crown's corporate
website is WWW.CROWNRESOURCES.COM. The information on Crown's website is not
incorporated by reference into this Proxy Statement/Prospectus. See "Business of
Crown" beginning on page 33.
THE MERGER
REASONS FOR THE MERGER
Crown is the owner of a potential mining property referred to as the
Buckhorn Mountain Project. Crown has conducted exploration activities, completed
a feasibility study, and begun the necessary permitting process to seek to
develop the Buckhorn Mountain Project into a producing gold mine. However, Crown
may lack the future financial resources necessary to complete the permitting
process and does not currently have the funds required to commence mining at the
Buckhorn Mountain Project site. In addition to permitting and capital costs,
Crown would be obligated to obtain the required bonding in order to commence
mining at the Buckhorn Mountain Project. Battle Mountain, the former joint
venture partner of Crown which had previously managed the Buckhorn Mountain
Project and provided significant access to financial resources, withdrew as a
result of permitting delays and associated costs and transferred its interest in
the Buckhorn Mountain Project to Crown in July 2001. Crown has no assurance that
it would have access to the financial funding necessary to commence operations
at the Buckhorn Mountain Project.
12
Kinross is an established gold mining company that owns the Kettle River
mill, the only operating gold ore processing facility located near the Buckhorn
Mountain Project and within the state of Washington. Kinross currently has
access to the technical personnel and funding necessary to pursue the
permitting, construction, and operation of the Buckhorn Mountain Project. The
Kettle River mill and tailings facilities will be used to process the ore from
the Buckhorn Mountain Project and gives Kinross unique permitting and
operational synergies with the Buckhorn Mountain Project. In addition, the
increase in gold prices over the past several years supports the development of
the Buckhorn Mountain Project on an accelerated basis.
On the basis of the foregoing, the proposed merger substantially
eliminates future permitting and financial risks to the Crown shareholders'
interest in the development of the Buckhorn Mountain Project and, at the same
time, permits Kinross to take advantage of the synergies between its existing
operations and facilities and the Buckhorn Mountain Project. The merger terms
were determined in negotiations between Crown and Kinross and are, in the
opinion of Crown's board of directors, fair to the Crown shareholders. Two of
the members of the board of directors of Crown who are also employees will
receive termination payments in connection with the merger. See "The
Merger--Reasons for the Merger--Advantages and Disadvantages" beginning on page
204 and "The Merger--Interests of Certain Individuals" at page 206.
TERMS OF THE MERGER
In the merger, Kinross will acquire complete ownership of Crown. Each
outstanding share of Crown common stock, other than shares held by Kinross or
its affiliates, will be converted into 0.32 of a Kinross common share.
Fractional shares will be paid in cash. For example, if you own 110 shares of
Crown common stock, then you will receive 35 Kinross common shares, plus an
amount in cash equal to the market value of 0.2 of a Kinross common share. The
total number of Kinross common shares to be issued in the merger will vary
depending on whether outstanding warrants to purchase Crown common stock are
exercised prior to the record date for the completion of the merger for cash or
on a cashless basis, as permitted by the terms of the Crown warrants. However,
Kinross estimates that it will issue approximately 14.7 million Kinross common
shares in the merger. On completion of the merger, Crown shareholders will hold
approximately 4.1% of the outstanding Kinross common shares and Crown will be a
wholly-owned subsidiary of Kinross.
At the election of the holder of any unexercised warrant to purchase
Crown common stock, the warrant will be exchanged for 0.32 of a Kinross common
share for each share of Crown common stock that would have been issued if the
warrant had been exercised on a cashless basis immediately prior to the merger.
If a warrant holder does not make this election, the warrant will represent the
right to acquire Kinross common shares subsequent to the merger, with the number
of shares and the exercise price appropriately adjusted on the basis of the
merger exchange ratio. Crown currently does not anticipate its remaining warrant
holders will exercise any of the warrants, representing the right to acquire a
total of 312,377 shares, prior to the record date for the completion of the
merger.
The merger is expected to be completed as soon as practicable after the
special meeting.
See "The Merger" beginning on page 199.
DISSENTERS' RIGHTS IN THE MERGER
Under applicable Washington law, you may assert dissenters' rights and
receive a cash payment for the fair value of your shares, but only if you comply
with all requirements of Washington law as set forth in Appendix B of this Proxy
Statement/Prospectus. Pursuant to your dissenters' rights under Washington law,
you may seek a determination by a Washington court of the fair value of your
shares. The fair value determined by the court may be more than, less than, or
equal to the value of the consideration to be paid in the merger. Kinross'
obligation to consummate the merger is conditioned upon no more than 5% of the
Crown shareholders exercising dissenters' rights immediately prior to the
effective time of the merger. See "The Merger--Dissenters' Rights of Appraisal"
beginning on page 207.
13
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
Parr Waddoups Brown Gee & Loveless, A Professional Corporation, counsel
to Kinross, has delivered its opinion to Kinross and Crown that, based on the
assumed accuracy of factual assumptions and representations of Kinross and
Crown, the merger will qualify as a reorganization for U.S. federal income tax
purposes, which means that Crown shareholders and warrant holders generally will
not recognize any gain or loss on the merger for United States federal income
purposes, except with respect to cash received in lieu of fractional Kinross
common shares and cash distributions paid by Crown with funds advanced by
Kinross. Crown shareholders who exercise and perfect their dissenters' rights
will generally recognize gain or loss on the transaction as if it constituted a
sale of their Crown common stock. See "Tax Consequences--United States Federal
Tax Consequences" beginning on page 238.
MATERIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES
In the opinion of Cassels Brock & Blackwell LLP, counsel to Kinross,
Crown shareholders and warrant holders who are not, and have not been, resident
in Canada for purposes of the Income Tax Act (Canada) at any time while they
have held Crown common stock and/or warrants will not be subject to Canadian
federal income tax in respect of any capital gain arising on the exchange of
Crown common stock or warrants for Kinross common shares or cash in lieu of a
fractional Kinross common share as a result of the merger. For Crown
shareholders and warrant holders who are Canadian residents, the exchange will
be a taxable event so that they will realize a gain or loss, as applicable, for
Canadian income tax purposes. See "Tax Consequences--Canadian Federal Tax
Consequences" beginning on page 243.
RECOMMENDATION OF THE BOARD OF DIRECTORS
Crown's board of directors believes the merger is in the best interests
of the Crown shareholders and has unanimously adopted the plan of merger. The
Crown board unanimously recommends that the Crown shareholders vote "FOR"
approval of the plan of merger. See "The Crown Special Meeting--Crown Board
Recommendation" beginning on page 30. Two members of the Crown board who are
also employees will receive termination payments in connection with the proposed
merger. See "The Merger--Interests of Certain Individuals" beginning on page
206.
MANAGEMENT OF KINROSS AFTER THE MERGER
Kinross' directors and executive officers will not change as a result of
the merger. See "The Merger" and "Management of Kinross" beginning on pages 199
and 118, respectively.
INTERESTS OF CERTAIN PERSONS IN THE MERGER
In June 2000, Crown entered into change in control agreements with each
of its executive officers. Completion of the merger will be considered a change
in control (as defined in the agreements) and will result in payments being made
to executives. See "The Merger--Interests of Certain Individuals" beginning on
page 206.
PRINCIPAL CONDITIONS TO COMPLETION OF THE MERGER
The merger is conditioned on the following:
o approval of the plan of merger by the holders of at least
two-thirds of the Crown common stock outstanding as of the
record date for the Crown special meeting;
o no more than 5% of Crown shareholders exercising dissenters'
rights;
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o the compliance by each of the parties with their respective
representations, warranties, and covenants as set forth in the
merger agreement, unless waived by the other party;
o the absence of any material adverse change in the condition of
either party not consented to by the other party;
o the absence of material regulatory limitations or prohibitions
on the consummation of the transaction or the continuation of
the proposed business of Crown; and
o other conditions described under the heading "Agreements
Relating to the Merger--The Merger Agreement--Conditions to the
Parties' Obligations to Close the Merger" beginning on page 215.
RESTRICTIONS ON SOLICITING ALTERNATIVE TRANSACTIONS
Crown has agreed that it will not conduct any discussions regarding, or
enter into a prospective business combination of Crown with any party other than
Kinross except in limited circumstances. The limited exceptions to this
prohibition are intended to enable Crown's board of directors to fulfill its
fiduciary duties to Crown's shareholders. Each of Crown's officers, directors,
and shareholders who signed a voting agreement with Kinross also agreed not to
initiate or engage in any such discussions. See "Agreements Relating to the
Merger--The Merger Agreement--Offers for Alternative Transactions" beginning on
page 214 and "Stockholder and Voting Agreement" beginning on page 219.
KINROSS AND CROWN MAY AMEND OR TERMINATE THE MERGER AGREEMENT
Kinross and Crown can mutually agree to terminate the merger agreement
at any time before completing the merger. Also, either of Kinross or Crown may,
without the other's consent, but subject to limitations, terminate the merger
agreement:
o if the merger has not been completed on or before December 31,
2006;
o if approval of the merger by Crown's shareholders is not
obtained;
o if a ruling or an injunction prohibiting or restraining the
merger has been issued or any law prohibits the merger;
o if the other company has breached its representations,
warranties, or covenants under the merger agreement;
o if the Crown board of directors withdraws its recommendation of
the merger or recommends or enters into a transaction providing
for the acquisition of Crown by an entity other than Kinross; or
o for other reasons described under the heading "Agreements
Relating to the Merger--The Merger Agreement--Termination and
Effects of Termination" beginning on page 217.
In some instances, termination of the merger agreement will require
Crown to pay to Kinross a termination fee of U.S. $2.0 million.
RESTRICTIONS ON RESALE OF KINROSS COMMON STOCK ISSUED IN THE MERGER
Except for shares issued to "affiliates" of Crown, as that term is
defined in Rule 144 under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), all Kinross common shares to be issued to U.S. shareholders
of Crown in connection with the merger will be transferable without further
registration under the Securities Act. Sales by affiliates of Crown must be made
in accordance with the requirements of Rules 144 and 145 under the Securities
Act.
15
Kinross common shares issued to Canadian shareholders of Crown in
connection with the merger will be distributed in reliance on exemptions from
the registration and prospectus requirements of Canadian securities laws, and
will be freely tradable in or into Canada through appropriately registered
dealers provided the conditions of the exemptions are met at the time of such
transaction.
See "The Merger--Restrictions on Transfer of Kinross Common Shares" beginning on
page 211.
COMPARISON OF SHAREHOLDER RIGHTS AND CORPORATE MATTERS
As of the effective time of the merger, Crown shareholders will cease to
own Crown shares and, to the extent they do not exercise dissenters' rights,
will become shareholders of Kinross. While the rights and privileges of
shareholders of a corporation organized under the Business Corporations Act
(Ontario) (the "OBCA"), such as Kinross are, in many instances, comparable to
those of shareholders of a Washington corporation such as Crown, there are
material differences.
For a discussion of significant differences in the rights of holders of
Crown common stock and the rights of holders of Kinross common shares, see
"Comparison of Rights of Holders of Kinross Common Shares and Holders of Crown
Common Stock" beginning on page 224.
SHARES HELD BY CROWN DIRECTORS AND EXECUTIVE OFFICERS
At the close of business on the record date, Crown's directors and
executive officers and their affiliates owned and were entitled to vote
19,568,940 shares of Crown common stock, which represented approximately 42.5%
of the shares of Crown common stock outstanding on that date. Of this amount,
18,639,640 shares, approximately 40.5% of the outstanding, are subject to a
voting agreement with Kinross, providing for the shares to be voted in favor of
the plan of merger. See "Principal Shareholders of Crown" beginning on page 42
and "Agreements Relating to the Merger--Stockholder and Voting Agreement"
beginning on page 219.
NEW CERTIFICATES FOR COMMON SHARES
All shares of Crown common stock outstanding at the effective time of
the merger, except those held by Crown shareholders validly exercising their
dissenters' rights, automatically will be converted into Kinross common shares.
Each certificate formerly representing shares of Crown common stock will
represent that number of Kinross common shares into which the Crown stock has
been converted.
Record holders of Crown common stock will receive a letter from
Computershare Trust Company of New York, the exchange agent, with instructions
for submitting their old Crown certificates for Kinross certificates. You should
wait until you receive instructions from the exchange agent prior to submitting
your Crown certificates.
No fractional shares will be issued, and Crown shareholders who would
otherwise be entitled to receive a fractional share will receive a cash payment
equal to the market value of the fractional share based on the trading prices of
the Kinross common shares on the NYSE immediately prior to the merger. See
"Agreements Relating to the Merger--The Merger Agreement--Exchange of
Certificates Representing Crown Common Stock" beginning on page 212.
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COMPARATIVE PER SHARE DATA
FINANCIAL PER SHARE DATA
The following table sets forth, for the periods indicated, selected
historical per share data for Kinross common shares and shares of Crown common
stock prepared in accordance with CDN GAAP and U.S. GAAP. The information
presented below should be read in conjunction with the historical audited
consolidated financial statements for the three years ended December 31, 2005,
and related notes of each of Kinross and Crown included in this Proxy
Statement/Prospectus.
AS AT AND AS AT AND AS AT AND AS AT AND
FOR THE FOR THE FOR THE FOR THE
THREE MONTHS YEAR THREE MONTHS YEAR
ENDED ENDED ENDED ENDED
MARCH 31, DECEMBER 31, MARCH 31, DECEMBER 31,
2006 2005 2006 2005
CDN GAAP CDN GAAP U.S. GAAP U.S. GAAP
KINROSS COMMON SHARES
Net earnings:
Net earnings (loss) per share $ 0.03 $ (0.63) $ -- $ (0.54)
Cash dividends per Kinross common share:
Historical -- -- -- --
Book value per Kinross common share at period end:
Historical $ 3.15 $ 3.11 $ 3.15 $ 3.12
CROWN COMMON STOCK
Net earnings:
Net loss per share $ (0.01) $ (0.02)
Per share equivalent (0.03) (0.06)
Cash dividends per Crown common share:
Historical(1) $ -- $ 0.21
Per share equivalent -- 0.66
Book Value per Crown common share at period end:
Historical $ 0.52 $ 0.53
Per share equivalent 1.64 1.65
-------------------------
(1) Crown paid a $0.21 per share dividend in July 2005, which was the only
cash dividend it has paid in its history. Crown does not anticipate
paying dividends in the future.
Equivalent per share data in respect of the shares of Crown common stock
has been calculated by dividing the Crown amounts by the exchange ratio of 0.32.
Additional information regarding historical trading prices for Kinross common
shares can be found under "Market Price for Kinross Common Shares" on page 139.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
Kinross' selected consolidated financial information can be found under
the caption "Kinross Selected Financial Data" beginning on page 140.
TRADING PRICE DATA
The table below presents the per share closing prices of Kinross common
shares on the TSX and the NYSE and Crown common stock on the OTC Bulletin Board
as of October 7, 2003, the last trading day before announcement of the merger
agreement, and June 30, 2006, a recent trading date. The table also sets forth
the equivalent per share price for Crown common stock. This price is calculated
by multiplying the price of the Kinross
17
common shares as reported by the NYSE by the merger exchange ratio of 0.32. For
more detailed trading price information of Kinross common shares, see "Market
Price for Kinross Common Shares" on page 139.
Kinross common Kinross common Crown common
shares (historical) shares (historical) stock (historical) Crown common
on the TSX on the NYSE OTC stock (equivalent)
October 7, 2003 $10.07 $7.58 $1.50 $2.43
June 30, 2006 $12.17 $10.89 $3.25 $3.48
Crown shareholders should obtain current market quotations for Kinross
common shares and Crown common stock in considering the proposal to approve the
plan of merger. No assurance can be given as to the market prices of Kinross
common shares or Crown common stock at any time before the merger or the market
price of Kinross common shares at any time after merger. The exchange ratio will
not be adjusted for increases or decreases in the market price of Kinross common
shares or Crown common stock, regardless of when they occur.
Kinross has not paid cash dividends on its common shares. Crown
distributed its shares of Solitario common stock held by it to its shareholders
in 2004 and a cash dividend of $0.21 per share in 2005, but does not currently
anticipate paying dividends in the future. Kinross has made an application for,
and the TSX has conditionally approved, the listing of the Kinross common shares
issuable in connection with the merger, subject to the receipt by the TSX of (i)
written confirmation of the date of completion of the merger and the exact
number of shares issued or to be issued; (ii) an executed copy of the
Acquisition Agreement and Plan of Merger and all other material agreements;
(iii) a copy of the form of any warrants assumed by Kinross as a result of the
merger; (iv) a customary legal opinion of counsel to Kinross regarding, among
other things, due authorization of the common shares issued in the merger; and
(v) payment of the required listing fee.
CURRENCY AND EXCHANGE RATE DATA
References in this document to "$," "dollars," "U.S. dollars," or "U.S.
$," are to the currency of the United States, and references to "Canadian
dollars," or "CDN $," are to the currency of Canada. On July 11, 2006, the noon
buying rate as reported by the Bank of Canada was CDN $1.1338 per U.S. $1.00.
This information should not be construed as a representation that the Canadian
dollar amounts actually represent, or could be converted into, U.S. dollars at
the rate indicated. See "Kinross Selected Financial Data--Exchange Rate Data"
beginning on page 142.
GLOSSARY AND MEASUREMENTS CONVERSION TABLE
Technical terms relating to geology, mining, and related matters are
defined in the "Glossary of Technical Terms Used in this Document" beginning on
page 248. A table providing information for converting metric measurements to
imperial measurements is under "Measurements Conversion Table" on page 260.
18
--------------------------------------------------------------------------------
RISK FACTORS
--------------------------------------------------------------------------------
An investment in the Kinross common shares involves certain risks. In
addition to considering the other information in this Proxy
Statement/Prospectus, you should consider carefully the following factors in
deciding whether to vote in favor of the plan of merger. If any of these risks
occur, or if other risks not currently anticipated or fully appreciated occur,
the business and prospects of Kinross could be materially adversely affected,
which could have an adverse effect on the trading price for its shares.
RISKS RELATING TO THE BUSINESS OF THE COMBINED COMPANY
KINROSS' MINERAL EXPLORATION AND MINING OPERATIONS INVOLVE SIGNIFICANT RISKS,
INCLUDING THE DIFFICULT NATURE OF ESTABLISHING THE EXISTENCE OF ECONOMIC
MINERALIZATION, SIGNIFICANT UP-FRONT CAPITAL REQUIREMENTS, VARIABILITY IN
DEPOSITS, AND OTHERS THAT MAY RESTRICT KINROSS' ABILITY TO RECEIVE AN ADEQUATE
RETURN ON ITS CAPITAL IN THE FUTURE.
The exploration and development of mineral deposits involves significant
financial and other risks over an extended period of time, which even a
combination of careful evaluation, experience, and knowledge may not eliminate.
Few mining properties that are explored are ultimately developed into producing
mines. Major expenditures are required to establish reserves by drilling and to
construct mining and processing facilities. Large amounts of capital are
frequently required to purchase necessary equipment. Delays due to equipment
malfunction or inadequacy may adversely affect Kinross' results of operations.
It is impossible to ensure that the current or proposed exploration programs on
properties in which Kinross has an interest will result in profitable commercial
mining operations.
Whether a gold deposit will be commercially viable depends on a number
of factors, including the particular attributes of the deposit, such as its size
and grade, costs and efficiencies of the recovery methods that can be employed,
proximity to infrastructure, financing costs and governmental regulations,
including regulations relating to prices, taxes, royalties, infrastructure, land
use, importing and exporting of gold, and environmental protection. The effect
of these factors cannot be accurately predicted, but the combination of these
factors may result in Kinross not receiving an adequate return on its invested
capital.
KINROSS IS SUBJECT TO RISKS CAUSED BY VARIOUS EXTERNAL FACTORS, INCLUDING LEGAL
LIABILITY CREATED BY ITS OPERATIONS.
The operations of Kinross are subject to the hazards and risks normally
incident to exploration, development, and production of gold, any of which could
result in damage to life or property, environmental damage and possible legal
liability for such damage. The activities of Kinross may be subject to prolonged
disruptions due to weather conditions depending on the location of operations in
which Kinross has interests. Hazards, such as unusual or unexpected formations,
faults and other geologic structures, rock bursts, pressures, cave-ins,
flooding, or other conditions may be encountered in the exploration, mining, and
removal of material.
CHANGES TO THE EXTENSIVE FOREIGN REGULATORY AND ENVIRONMENTAL RULES AND
REGULATIONS TO WHICH KINROSS IS SUBJECT COULD HAVE A MATERIAL ADVERSE EFFECT ON
KINROSS' FUTURE OPERATIONS.
Kinross' mining and processing operations and exploration activities in
the Americas, Russia, Africa, and other countries and regions are subject to
various laws and regulations governing the protection of the environment,
exploration, development, production, exports, taxes, labor standards,
occupational health, waste disposal, toxic substances, mine safety, and other
matters. The legal and political circumstances outside of North America cause
these risks to be different from, and in many cases, greater than, comparable
risks associated with operations within North America. New laws and regulations,
amendments to existing laws and regulations, or more stringent implementation of
existing laws and regulations could have a material adverse impact on Kinross,
increase costs, cause a reduction in levels of production and/or delay or
prevent the development of new mining properties.
19
Compliance with these laws and regulations requires significant expenditures and
increases the mine development and operating costs of Kinross. Changes in
regulations and laws could adversely affect Kinross' operations or substantially
increase the costs associated with those operations.
Kinross' exploration programs in North America are subject to federal,
state, and local environmental regulations. Some of Kinross' mining claims are
on United States public lands. The United States Forest Service (the "USFS") and
Bureau of Land Management (the "BLM") extensively regulate mining operations
conducted on public lands. Most operations involving the exploration for
minerals are subject to laws and regulations relating to exploration procedures,
safety precautions, employee health and safety, air quality standards, pollution
of stream and fresh water sources, odor, noise, dust, and other environmental
protection controls adopted by federal, state, and local governmental
authorities as well as the rights of adjoining property owners. In addition, in
order to conduct mining operations, Kinross will be required to obtain
performance bonds related to environmental permit compliance. These bonds may
take the form of cash deposits or, if available, could be provided by outside
insurance policies. Kinross may be required to prepare and present to federal,
state, or local authorities' data pertaining to the effect or impact that any
proposed exploration or mining activity may have upon the environment. All
requirements imposed by any such authorities may be costly and time-consuming
and may delay commencement or continuation of exploration or production
operations.
KINROSS IS SUBJECT TO RISKS AND EXPENSES RELATED TO RECLAMATION COSTS AND
RELATED LIABILITIES. INCREASES IN THESE COSTS OVER CURRENT ESTIMATES COULD HAVE
A MATERIAL ADVERSE EFFECT ON KINROSS.
Kinross is generally required to submit for government approval a
reclamation plan and to pay for the reclamation of its mine sites upon the
completion of mining activities. Kinross estimates the net present value of
future cash outflows for reclamation costs under CICA Handbook Section 3110 at
$175.9 million as at December 31, 2005 based on information available as of that
date. In addition, Kinross spent $24.0 million in 2005 and plans reclamation
spending of approximately $36.3 million in 2006 as part of its plans to advance
closure projects towards post-closure monitoring by the end of 2006. Any
increases over the current estimates of these costs could have a material
adverse effect on Kinross.
KINROSS IS SUBJECT TO RISKS RELATED TO ENVIRONMENTAL LIABILITY, INCLUDING
LIABILITY FOR ENVIRONMENTAL DAMAGES CAUSED BY MINING ACTIVITIES PRIOR TO
OWNERSHIP BY KINROSS. THE PAYMENT OF SUCH LIABILITIES WOULD REDUCE FUNDS
OTHERWISE AVAILABLE AND COULD HAVE A MATERIAL ADVERSE EFFECT ON KINROSS.
Mining, like many other extractive natural resource industries, is
subject to potential risks and liabilities associated with pollution of the
environment and the disposal of waste products occurring as a result of mineral
exploration and production. Environmental liability may result from mining
activities conducted by others prior to the ownership of a property by Kinross.
The payment of such liabilities would reduce funds otherwise available and could
have a material adverse effect on Kinross. Should Kinross be unable to fund
fully the cost of remedying an environmental problem, Kinross might be required
to suspend operations or enter into interim compliance measures pending
completion of the required remedy, which could have a material adverse effect on
the operations and business of Kinross.
KINROSS' OPERATIONS COULD BE ADVERSELY AFFECTED BY CHANGES IN MINING LAWS
RELATED TO ROYALTIES, NET PROFIT PAYMENTS, LAND AND MINERAL OWNERSHIP AND
SIMILAR MATTERS.
Bills proposing major changes to the mining laws of the United States
have been considered by the U.S. Congress. If these bills, which may include
royalty fees or net profit payments, are enacted in the future, they could have
a significant effect on the ownership, use, operation and profitability of
mining claims in the United States, including claims that Kinross owns or holds.
Any amendment to current laws and regulations governing the rights of
leaseholders or the payment of royalties, net profits interests or similar
amounts, or more stringent implementation thereof in the United States or other
countries where Kinross has operations, could have a material adverse impact on
Kinross' financial condition and results of operation.
20
THE BUSINESS OF KINROSS IS ADVERSELY AFFECTED BY THE LACK OF INFRASTRUCTURE NEAR
ITS MINE SITES.
Mining, processing, development, and exploration activities depend, to
one degree or another, on adequate infrastructure. Reliable roads, bridges,
power sources, and water supply are important determinants which affect capital
and operating costs. Lack of such infrastructure or unusual or infrequent
weather phenomena, sabotage, terrorism, government, or other interference in the
maintenance or provision of such infrastructure could adversely affect Kinross'
operations, financial condition, and results of operations.
THE RESERVE AND RESOURCE FIGURES OF KINROSS AND CROWN ARE ONLY ESTIMATES AND ARE
SUBJECT TO REVISION BASED ON DEVELOPING INFORMATION. A SIGNIFICANT REDUCTION IN
THESE RESERVES AND RESOURCES OR IN THEIR ESTIMATES COULD NEGATIVELY AFFECT THE
PRICE OF KINROSS' STOCK.
The figures for reserves and resources presented herein, including the
anticipated tonnages and grades that will be achieved or the indicated level of
recovery that will be realized, are estimates. Such estimates are materially
dependent on prevailing gold prices and costs of recovering and processing
minerals at the individual mine sites. Market fluctuations in the price of gold
or increases in the costs to recover gold at Kinross' mines may render the
mining of ore reserves uneconomical and materially adversely affect Kinross'
results of operations. Moreover, various short-term operating factors may cause
a mining operation to be unprofitable in any particular accounting period.
Unless otherwise noted, proven and probable reserves at Kinross' mines
and development projects as of December 31, 2005, were estimated based upon a
gold price of $400 per ounce and measured, indicated, and inferred resources
were estimated based upon a gold price of $450 per ounce. The proven and
probable reserves at the Buckhorn Mountain Project were estimated based on a
gold price of $350 per ounce. All reserve estimates have been made in accordance
with the Canadian Institute of Mining Metallurgy and Petroleum's "CIM Standards
on Mineral Resources and Reserves, Definitions and Guidelines" as per Canadian
Securities Administrator's National Instrument 43-101 and SEC Industry Guide 7.
Prolonged declines in the market price of gold may render reserves containing
relatively lower grades of gold mineralization uneconomic to exploit and could
reduce materially Kinross' reserves and resources. Should such reductions occur,
material write downs of Kinross' investment in mining properties or the
discontinuation of development or production might be required, and there could
be material delays in the development of new projects, increased net losses and
reduced cash flow. The estimates of mineral reserves and resources attributable
to a specific property are based on accepted engineering and evaluation
principles. The estimated amount of contained gold in proven and probable
reserves does not necessarily represent an estimate of a fair market value of
the evaluated properties.
There are numerous uncertainties inherent in estimating quantities of
mineral reserves and resources. The estimates in this Proxy Statement/Prospectus
are based on various assumptions relating to gold prices and exchange rates
during the expected life of production, mineralization of the area to be mined,
the projected cost of mining, and the results of additional planned development
work. Actual future production rates and amounts, revenues, taxes, operating
expenses, environmental and regulatory compliance expenditures, development
expenditures, and recovery rates may vary substantially from those assumed in
the estimates. Any significant change in these assumptions, including changes
that result from variances between projected and actual results, could result in
material downward revision to current estimates.
THE MINERAL RESOURCES OF KINROSS MAY NOT BE ECONOMICALLY DEVELOPABLE, IN WHICH
CASE KINROSS MAY NEVER RECOVER ITS EXPENDITURES FOR EXPLORATION AND/OR
DEVELOPMENT.
Mineral resources that are not mineral reserves do not have demonstrated
economic viability. Due to the uncertainty of measured, indicated, or inferred
mineral resources, these mineral resources may never be upgraded to proven and
probable mineral reserves or recovered. Measured, indicated, and inferred
mineral resources are not recognized by the U.S. Securities and Exchange
Commission and U.S. investors are cautioned not to assume that any part of
mineral deposits in these categories will ever be converted into reserves or
recovered.
21
IF KINROSS DOES NOT DEVELOP ADDITIONAL MINERAL RESERVES, IT MAY NOT BE ABLE TO
SUSTAIN FUTURE OPERATIONS.
Because mines have limited lives, Kinross must continually replace and
expand its mineral reserves as its mines produce gold in order to continue its
operations. The life-of-mine estimates included in this Proxy
Statement/Prospectus for each of Kinross' material properties are based on a
number of factors and assumptions and may prove incorrect. Kinross' ability to
maintain or increase its annual production of gold will significantly depend on
its ability to bring new mines into production and to expand mineral reserves at
existing mines.
THE OPERATIONS OF KINROSS OUTSIDE OF NORTH AMERICA MAY BE ADVERSELY AFFECTED BY
CHANGING POLITICAL, LEGAL, AND ECONOMIC CONDITIONS.
Kinross has mining and exploration operations in Brazil, Chile, Russia,
and Africa and such operations are exposed to various levels of political,
economic, and other risks and uncertainties. These risks and uncertainties vary
from country to country and include, but are not limited to, terrorism; hostage
taking; military repression; extreme fluctuations in currency exchange rates;
high rates of inflation; labor unrest; the risks of war or civil unrest;
expropriation and nationalization; renegotiation or nullification of existing
concessions, licenses, permits and contracts; illegal mining; changes in
taxation policies; restrictions on foreign exchange and repatriation; and
changing political conditions, currency controls, and governmental regulations
that favor or require the awarding of contracts to local contractors or require
foreign contractors to employ citizens of, or purchase supplies from, a
particular jurisdiction.
Future political and economic conditions in these countries may result
in these governments adopting different policies respecting foreign development
and ownership of mineral resources. Any changes in policy may result in changes
in laws affecting ownership of assets, foreign investment, taxation, rates of
exchange, gold sales, environmental protection, labor relations, price controls,
repatriation of income, and return of capital, which may affect both the ability
of Kinross to undertake exploration and development activities in respect of
future properties in the manner currently contemplated, as well as its ability
to continue to explore, develop, and operate those properties to which it has
rights relating to exploration, development, and operations. A future government
of these countries may adopt substantially different policies, which might
extend to, as an example, expropriation of assets.
THERE ARE SIGNIFICANT CURRENCY AND TAX RISKS RELATED TO KINROSS' RUSSIAN
OPERATIONS, WHICH COULD ADVERSELY AFFECT KINROSS' RUSSIAN OPERATIONS.
Kinross is subject to the considerations and risks of operating in the
Russian Federation. The Russian economy continues to display characteristics of
an emerging market. These characteristics include, but are not limited to, a
currency that is not freely convertible outside of the country and extensive
currency controls. The prospects for future economic stability in the Russian
Federation are largely dependent upon the effectiveness of economic measures
undertaken by the government, together with legal, regulatory, and political
developments.
Russian laws, licenses, and permits have been in a state of change and
new laws may be given retroactive effect. It is also not unusual in the context
of dispute resolution in Russia for parties to use the uncertainty in the
Russian legal environment as leverage in business negotiations. In addition,
Russian tax legislation is subject to varying interpretations and constant
change. Further, Kinross' interpretation of tax legislation as applied to its
transactions and activities may not coincide with that of Russian tax
authorities. As a result, transactions may be challenged by tax authorities and
Kinross' Russian operations may be assessed, which could result in significant
additional taxes, penalties and interest. The periods remain open to review by
the tax authorities for three years.
ZIMBABWE SUFFERS FROM SIGNIFICANT ECONOMIC INSTABILITY WHICH COULD ADVERSELY
AFFECT KINROSS' OPERATIONS IN THIS COUNTRY.
Kinross is subject to risks relating to an uncertain or unpredictable
political and economic environment in Zimbabwe. In the short term, significant
economic instability in this region is expected to negatively impact the
business environment and may lead to long-term negative changes in the
approaches taken with respect to ownership of natural resources by foreign
companies. In 2001, Kinross recorded a writedown of $11.8 million
22
relating to Kinross' inability to manage this operation because of political
turmoil creating inflationary pressure within Zimbabwe, difficulty in accessing
foreign currency to pay for imported goods and services, and civil unrest. Due
to Kinross' continuing inability to control distributions from the operations in
Zimbabwe, Kinross stopped reporting mining production in Zimbabwe in 2003.
KINROSS REQUIRES THE ISSUANCE AND RENEWAL OF LICENSES AND PERMITS IN ORDER TO
CONDUCT ITS OPERATIONS, AND FAILURE TO RECEIVE THESE LICENSES MAY RESULT IN
DELAYS IN DEVELOPMENT OR CESSATION OF CERTAIN OPERATIONS.
The operations of Kinross require licenses and permits from various
governmental authorities to exploit its properties and the process for obtaining
licenses and permits from governmental authorities often takes an extended
period of time and is subject to numerous delays and uncertainties. Such
licenses and permits are subject to change in various circumstances. Kinross may
be unable to timely obtain or maintain in the future all necessary licenses and
permits that may be required to explore and develop its properties, commence
construction or operation of mining facilities and properties under exploration
or development or to maintain continued operations that economically justify the
cost.
THE SUCCESS OF KINROSS IS DEPENDENT ON GOLD PRICES OVER WHICH IT HAS NO CONTROL.
The profitability of Kinross' operations are significantly affected by
changes in the market price of gold. Gold prices fluctuate on a daily basis and
are affected by numerous factors beyond the control of Kinross. The supply and
demand for gold, the level of interest rates, the rate of inflation, investment
decisions by large holders of gold, including governmental reserves, and changes
in exchange rates can all cause significant fluctuations in gold prices. Such
external economic factors are in turn influenced by changes in international
investment patterns and monetary systems and political developments. The price
of gold has fluctuated widely and future serious price declines could cause
continued commercial production to be impractical. Depending on the price of
gold, cash flow from mining operations may not be sufficient to cover costs of
production and capital expenditures. If, as a result of a decline in gold
prices, revenues from metal sales were to fall below cash operating costs,
production may be discontinued.
KINROSS HAS A HISTORY OF LOSSES, AND FUTURE PROFITABLE OPERATIONS CANNOT BE
ASSURED.
Kinross had net losses attributable to common shareholders of $63.1
million and $216.0 million for 2004 and 2005, respectively, and an accumulated
deficit of $752.9 million at December 31, 2005. Kinross' ability to operate
profitably in the future will depend on the success of its principal mines, the
ability of Kinross to expend its mineral reserves, the price of gold and the
ability of Kinross to control costs. There can be no assurance Kinross can
obtain profitability or even generate sufficient cash flow to sustain its
operations and development and exploration activities at current levels.
THE TITLE TO PROPERTIES OF KINROSS MAY BE UNCERTAIN AND SUBJECT TO RISKS.
The validity of mining claims which constitute most of Kinross' property
holdings in the Americas, Russia, and Africa may, in certain cases, be uncertain
and is subject to being contested. Kinross' titles, particularly title to
undeveloped properties, may be defective.
Certain of Kinross' United States mineral rights consist of unpatented
mining claims. Unpatented mining claims are unique property interests, and are
generally considered to be subject to greater title risk than other real
property interests because the validity of unpatented mining claims is often
uncertain and is always subject to challenges of third parties or contests by
the United States government. The validity of an unpatented mining claim, in
terms of both its location and its maintenance, is dependent on strict
compliance with a complex body of United States federal and state statutory and
decisional law. In addition, there are few public records that definitively
control the issues of validity and ownership of unpatented mining claims. The
General Mining Law of the United States includes provisions for obtaining a
patent, which is essentially equivalent to fee title, for an unpatented mining
claim upon compliance with certain statutory requirements (including the
discovery of a valuable mineral deposit). However, a Congressional moratorium
against the filing of new applications for a mineral patent is currently in
effect and is expected to remain in effect.
23
NUMEROUS OTHER COMPANIES COMPETE IN THE MINING INDUSTRY, MANY OF WHICH HAVE
GREATER RESOURCES AND TECHNICAL CAPACITY THAN KINROSS AND, AS A RESULT, KINROSS
MAY BE UNABLE TO EFFECTIVELY COMPETE IN ITS INDUSTRY, WHICH COULD HAVE A
MATERIAL ADVERSE EFFECT ON KINROSS' FUTURE OPERATIONS.
The mineral exploration and mining business is competitive in all of its
phases. Kinross competes with numerous other companies and individuals,
including competitors with greater financial, technical and other resources than
Kinross, in the search for and the acquisition of attractive mineral properties.
The ability of Kinross to operate successfully in the future will depend not
only on its ability to develop its present properties, but also on its ability
to select and acquire suitable producing properties or prospects for mineral
exploration. Kinross may be unable to compete successfully with its competitors
in acquiring such properties or prospects on terms it considers acceptable, if
at all.
KINROSS MAY REQUIRE ADDITIONAL CAPITAL THAT MAY NOT BE AVAILABLE.
The mining, processing, development, and exploration of Kinross'
properties may require substantial additional financing. Failure to obtain
sufficient financing may result in the delay or indefinite postponement of
exploration, development or production on any or all of Kinross' properties, or
even a loss of property interest. Additional capital or other types of financing
may not be available if needed or, if available, the terms of such financing may
be unfavorable to Kinross.
KINROSS' INSURANCE MAY NOT COVER THE RISKS TO WHICH ITS BUSINESS IS EXPOSED.
Kinross' business is subject to a number of risks and hazards generally,
including adverse environmental conditions, industrial accidents, labor
disputes, adverse property ownership claims, unusual or unexpected geological
conditions, ground or slope failures, cave-ins, changes in the regulatory
environment and natural phenomena such as inclement weather conditions, floods
and earthquakes. Such occurrences could result in damage to mineral properties
or production facilities, personal injury or death, environmental damage to
Kinross' properties or the properties of others, delays in mining, monetary
losses and legal liability.
Available insurance does not cover all the potential risks associated
with a mining company's operations. Kinross may also be unable to maintain
insurance to cover insurable risks at economically feasible premiums, and
insurance coverage may not be available in the future or may not be adequate to
cover any resulting loss. Moreover, insurance against risks such as the validity
and ownership of unpatented mining claims and mill sites and environmental
pollution or other hazards as a result of exploration and production is not
generally available to Kinross or to other companies in the mining industry on
acceptable terms. As a result, Kinross might also become subject to liability
for pollution or other hazards for which it is uninsured or for which it elects
not to insure because of premium costs or other reasons. Losses from these
events may cause Kinross to incur significant costs that could have a material
adverse effect upon its financial condition and results of operations.
THE OPERATIONS OF KINROSS IN VARIOUS COUNTRIES ARE SUBJECT TO CURRENCY RISK.
Currency fluctuations may affect the revenues which Kinross will realize
from its operations since gold is sold in the world market in United States
dollars. The costs of Kinross are incurred principally in Canadian dollars,
United States dollars, Russian rubles, Chilean pesos, Brazilian reais, and
Zimbabwean dollars. The appreciation of non-U.S. dollar currencies against the
U.S. dollar increases the cost of gold production in U.S. dollar terms. From
time to time, Kinross transacts currency hedging to reduce the risk associated
with currency fluctuations. Currency hedging involves risks and may require
margin activities. Sudden fluctuations in currencies could result in margin
calls that could have an adverse effect on Kinross' financial positions. If the
operations in a particular country generate cash flow in excess of the related
costs, Kinross may not have effective access to such funds if the local currency
is not freely convertible into Canadian and United States dollars, as is
currently the case with the Zimbabwean dollar. See "Kinross Management's
Discussion and Analysis of Financial Condition and Results of Operations--Risk
Analysis" beginning at page 193 for a more detailed discussion of the potential
impact on Kinross' earnings of currency fluctuations and the Canadian dollar
hedging activities of Kinross.
24
FLUCTUATIONS IN UNITED STATES AND CANADIAN EXCHANGE RATES MAY NEGATIVELY AFFECT
THE PRICE OF KINROSS' COMMON SHARES IN UNITED STATES DOLLARS.
Fluctuations in the exchange rate between Canadian and United States
dollars may affect the United States dollar value of the Kinross common shares
in ways that are different than changes in the Canadian dollar value of Kinross
common shares.
KINROSS MAY NOT BE ABLE TO CONTROL THE DECISIONS AND STRATEGY OF JOINT VENTURES
TO WHICH IT IS A PARTY.
Some of the mines in which Kinross owns interests are operated through
joint ventures with other mining companies and are subject to the risks normally
associated with the conduct of joint ventures. The existence or occurrence of
one or more of the following circumstances and events could have a material
adverse impact on Kinross' profitability or the viability of its interests held
through joint ventures, which could have a material adverse impact on Kinross'
results of operations and financial condition:
- inability to exert influence over certain strategic decisions
made in respect of joint venture properties;
- disagreement with partners on how to develop and operate mines
efficiently;
- inability of partners to meet their obligations to the joint
venture or third parties; and
- litigation between partners regarding joint venture matters.
THE FAILURE OF KINROSS TO PAY ROYALTIES WOULD ADVERSELY AFFECT ITS BUSINESS AND
OPERATIONS.
Kinross' mining properties are subject to various royalty and land
payment agreements. Failure by Kinross to meet its payment obligations under
these agreements could result in the loss of related property interests.
THE COMMODITY HEDGING ACTIVITIES OF KINROSS MAY HAVE AN ADVERSE EFFECT ON ITS
RESULTS OF OPERATIONS.
Kinross has historically reduced its exposure to gold price fluctuations
by engaging in hedging activities. In 2002, Kinross changed its hedging strategy
and has adopted a no hedging policy for gold and as a result is highly exposed
to any future decline in the market price of gold. If Kinross were to resume its
hedging activities, it may be unable to achieve realized prices for gold
produced in excess of average market prices. Hedging may not adequately protect
against declines in the price of gold and may prevent Kinross from benefiting
fully from gold price increases.
Hedging may require margin activities. Sudden fluctuations in the price
of gold could result in margin calls that could have an adverse effect on the
financial position of Kinross. See "Kinross Management's Discussion and Analysis
of Financial Condition and Results of Operations--Risk Analysis" at page 193 for
a more detailed discussion of Kinross' hedging activities.
THE BUSINESS OF KINROSS IS DEPENDENT ON GOOD LABOR AND EMPLOYMENT RELATIONS.
Production at Kinross' mines is dependent upon the efforts of employees
of Kinross. Relations between Kinross and its employees may be impacted by
changes in labor relations which may be introduced by, among others, employee
groups, unions, and the relevant governmental authorities in whose jurisdictions
Kinross carries on business. Adverse changes in such legislation or in the
relationship between Kinross with its employees may have a material adverse
effect on Kinross' business, results of operations, and financial condition.
25
LIMITATIONS ON THE RIGHTS OF KINROSS' FOREIGN SUBSIDIARIES COULD ADVERSELY
AFFECT ITS ABILITY TO OPERATE EFFICIENTLY.
Kinross conducts operations through foreign subsidiaries and joint
ventures, and a substantial part of its assets are held in such entities.
Accordingly, any limitation on the transfer of cash or other assets between the
parent corporation and such entities, or among such entities, could restrict
Kinross' ability to fund its operations efficiently. Any such limitations, or
the perception that such limitations may exist now or in the future, could have
a material adverse impact on Kinross' valuation and stock price. For example,
currently Kinross is subject to limitations on the transfer of cash or assets
for its operations in Zimbabwe.
THE RESULTS OF KINROSS' OPERATIONS COULD BE ADVERSELY AFFECTED BY ITS
ACQUISITION STRATEGY.
As part of Kinross' business strategy, it has sought, and will continue
to seek, to acquire new mining and development opportunities in the mining
industry. In pursuit of such opportunities, Kinross may fail to select
appropriate acquisition candidates or to negotiate acceptable arrangements,
including arrangements to finance acquisitions or to integrate the acquired
businesses and their personnel. Kinross may be unable to complete any
acquisition or business arrangement that it pursues on favorable terms. Any
acquisitions or business arrangements completed may not ultimately benefit
Kinross' business.
CHANGES IN THE MARKET PRICE OF KINROSS COMMON SHARES MAY BE UNRELATED TO ITS
RESULTS OF OPERATIONS AND COULD HAVE AN ADVERSE IMPACT ON KINROSS.
The Kinross common shares are listed on the TSX and the NYSE. The price
of the Kinross common shares is likely to be significantly affected by
short-term changes in gold price or in its financial condition or results of
operations as reflected in its quarterly earnings reports. Other factors
unrelated to the performance of Kinross that may have an effect on the price of
the Kinross common shares include the following: a reduction in analytical
coverage of Kinross by investment banks with research capabilities; a drop in
trading volume and general market interest in the securities of Kinross may
adversely affect an investor's ability to liquidate an investment and
consequently an investor's interest in acquiring a significant stake in Kinross;
a failure of Kinross to meet the reporting and other obligations under Canadian
and U.S. securities laws or imposed by the exchanges could result in a delisting
of the Kinross common shares and a substantial decline in the price of the
Kinross common shares that persists for a significant period of time could cause
the Kinross common shares to be delisted from the NYSE, further reducing market
liquidity.
As a result of any of these factors, the market price of the common
shares at any given point in time may not accurately reflect Kinross' long-term
value. Securities class action litigation often has been brought against
companies following periods of volatility in the market price of their
securities. Kinross may in the future be the target of similar litigation.
Securities litigation could result in substantial costs and damages and divert
management's attention and resources.
ANY FUTURE RESTATEMENT OF KINROSS' FINANCIAL STATEMENTS MAY ADVERSELY AFFECT THE
TRADING PRICE OF ITS COMMON SHARES.
Kinross has had to restate its consolidated financial statements for
2003 and 2004. These restatements do not prevent future changes or adjustments,
including additional restatements. If there were future restatements of the
consolidated financial statements, such restatements may adversely affect the
trading price of Kinross' common shares.
KINROSS HAS NOT PAID DIVIDENDS IN THE PAST AND DOES NOT ANTICIPATE DOING SO IN
THE FUTURE.
No dividends on the common shares have been paid by Kinross to date.
Kinross anticipates that it will retain all future earnings and other cash
resources for the future operation and development of its business. Kinross does
not intend to declare or pay any cash dividends in the foreseeable future.
Payment of any future dividends will
26
be at the discretion of Kinross' board of directors, after taking into account
many factors, including Kinross' operating results, financial condition, and
current and anticipated cash needs.
THE LOSS OF KEY EXECUTIVES COULD ADVERSELY AFFECT KINROSS.
Kinross has a relatively small executive management team. In the event
that the services of one or a number of these executives were no longer
available, Kinross and its business could be adversely affected. Kinross does
not carry key-man life insurance with respect to its executives.
SHORTAGE OF SUPPLIES COULD ADVERSELY AFFECT KINROSS' ABILITY TO OPERATE.
Kinross is dependent on various supplies and equipment to carry out its
mining operations. The shortage of such supplies, equipment and parts could have
a material adverse effect on Kinross' ability to carry out its operations and
therefore limit or increase the cost of production.
KINROSS IS SUBJECT TO CERTAIN LEGAL PROCEEDINGS.
Kinross is a party to the legal proceedings described under the caption
"Business of Kinross--Legal Proceedings" beginning on page 114. If decided
adversely to Kinross, these legal proceedings, or others that could be brought
against Kinross in the future which are not now known, for example, litigation
based on its business activities, environmental laws, volatility in its stock
price, failure of its disclosure obligations or as a result of its financial
restatement, could have a material adverse effect on Kinross' financial
condition or prospects. The enforcement division of the SEC has requested that
Kinross provide documentation in connection with an informal inquiry focused on
Kinross' accounting for the business combination with TVX Gold Inc. ("TVX") and
Echo Bay Mines Ltd. ("Echo Bay"). Kinross is in the process of responding to
this request. This or any other regulatory investigation could result in
significant costs and damages and divert management's attention and resources.
IT MAY BE DIFFICULT TO ENFORCE A UNITED STATES JUDGMENT AGAINST THE OFFICERS AND
DIRECTORS OF KINROSS OR THE EXPERTS NAMED IN THIS PROXY STATEMENT/PROSPECTUS OR
TO ASSERT UNITED STATES SECURITIES LAWS CLAIMS IN CANADA.
Most of the executive officers and directors of Kinross and its
independent accountants are nonresidents of the United States, and a substantial
portion of Kinross' assets are located outside the United States. These
executives and accountants reside in Canada, making it difficult or impossible
to effect service upon them in the United States. As a result, it may be
difficult for U.S. residents to effect service in the United States or enforce a
judgment obtained in the United States against Kinross or any such persons.
Execution by United States courts of any judgment obtained against Kinross or
its officers or directors in United States courts would be limited to the assets
of Kinross or such persons, as the case may be, located in the United States.
Additionally, it may be difficult for U.S. residents to obtain Canadian
enforcement of U.S. judgment or to assert civil liabilities under United States
securities laws in original actions instituted in Canada.
CERTAIN CHARACTERISTICS OR MANAGEMENT DECISIONS OF KINROSS MAY NEGATIVELY AFFECT
UNITED STATES SHAREHOLDERS TO A GREATER EXTENT THAN THEY DO SHAREHOLDERS OF
OTHER NATIONALITIES.
The Kinross common shares that will be distributed to the former Crown
shareholders in the merger are shares of a Canadian corporation. Various United
States tax provisions apply only to foreign corporations or apply differently to
foreign corporations than they do to domestic corporations. The differences that
are currently material to United States' residents who hold Kinross common
shares are described in the section of this Proxy Statement/Prospectus entitled
"Tax Consequences." Other provisions may adversely affect U.S. shareholders of
the Kinross common shares in the future. As the managers of a Canadian company
with global operations and a substantial non-U.S. shareholder base, management
of Kinross may conduct its operations in a manner that does not maximize the
value of such operations either after United States tax considerations or in
United States dollars, or even the value of the Kinross common shares for U.S.
shareholders.
27
RISKS RELATING TO THE MERGER
THE PRICE OF THE KINROSS COMMON SHARES THAT THE CROWN SHAREHOLDERS WILL RECEIVE
IN THE MERGER WILL FLUCTUATE BETWEEN NOW AND THE TIME THE MERGER IS COMPLETED.
The number of Kinross common shares that Kinross will issue to the
former Crown shareholders in the merger will not be adjusted as a result of any
change in the price of the Kinross common shares or the Crown common stock.
Therefore, the total market price of the Kinross common shares that the Crown
shareholders will receive in the merger will depend on the market price of the
Kinross common shares at the time of the merger. That price may be lower than
the market price on the date the merger was announced, the date the merger
agreement was signed, the date of this Proxy Statement/Prospectus, or the date
of the Crown shareholders' meeting. Because the merger will occur after the date
of the Crown shareholders' meeting, you will not know the exact market price of
the Kinross common shares that will be issued in the merger at the time you vote
on it.
There are many factors that could cause the market price of the Kinross
common shares to decrease, including adverse changes in the business,
operations, or prospects of Kinross or the combined company, the timing of the
merger, general market and economic conditions, and other factors described in
this Proxy Statement/Prospectus. Crown will not have the right to terminate the
merger agreement or to resolicit the vote of its shareholders based on changes
in the price of the Kinross common shares. After the merger, the market price of
the Kinross common shares will continue to fluctuate based on factors both
within and beyond Kinross' control.
THE TERMS OF THE MERGER MAY NOT REFLECT THE VALUE OF KINROSS OR CROWN.
The terms of the merger and the determination of the number of Kinross
common shares to be issued to the Crown shareholders represent determinations
arrived at during the negotiation process for the purpose of calculating the
relative values to be assigned to the parties. The number of shares was not
fixed based on traditional indicators of value such as the earnings of Crown,
its market share, return on assets, revenues, or market capitalization since
Crown is an exploration company. The Kinross common shares to be issued to the
Crown shareholders may not represent the value of Crown. The amounts that may be
realized by the Crown shareholders if they elect to sell their Kinross common
shares following the merger may vary widely from the current or historical
trading prices of Kinross common shares.
CROWN SHAREHOLDERS MUST PERFORM THEIR OWN ANALYSIS OF THE TRANSACTION.
Neither the board of directors of Kinross nor the board of directors of
Crown formed a special committee to evaluate the fairness of the proposed merger
to unaffiliated shareholders. The lack of consideration by a disinterested
committee means that the shareholders will be relying exclusively on the
recommendation of the board of directors of Crown, financial information
concerning Crown and Kinross contained in this Proxy Statement/Prospectus, their
own analysis of the condition of both companies, the prospects for the business
of Kinross following the merger, and the terms of the merger in deciding whether
or not to approve the transaction. Certain individuals on the Crown board are
subject to conflicts of interests in connection with the proposed merger. See
"The Merger--Interests of Certain Individuals" beginning on page 206.
FOLLOWING THE MERGER, CROWN SHAREHOLDERS WILL NOT HAVE A SIGNIFICANT VOTE IN
KINROSS.
The Crown shareholders who are currently entitled to elect directors and
vote on such other matters as may be presented to the shareholders will, as a
result of the merger, hold only approximately 4.1% of the issued and outstanding
Kinross common shares and, consequently, will not have a substantive say in any
matter submitted to the Kinross shareholders.
28
CROWN SHAREHOLDERS MAY RECOGNIZE ADVERSE INCOME TAX CONSEQUENCES IF THE MERGER
DOES NOT QUALIFY AS A "REORGANIZATION."
It is anticipated that the merger will qualify as a "tax-free
reorganization" for United States federal income tax purposes. Whether it so
qualifies will depend in part on the continuing accuracy through closing of the
merger of certain factual assumptions, including an assumption that the value of
the Solitario shares distributed by Crown in 2004 is less than 10% of the value
of Crown's net assets at the time of consummation of the merger. If those
factual assumptions prove incorrect, and the merger does not qualify as a
reorganization, Crown shareholders would suffer the adverse income tax
consequences described on page 239 under the caption "Tax Consequences--United
States Federal Tax Consequences--United States Federal Income Tax Consequences
of the Merger."
KINROSS HAS IDENTIFIED SIGNIFICANT DEFICIENCIES IN INTERNAL CONTROLS OVER
FINANCIAL REPORTING. ANY FUTURE MISSTATEMENT OR RESTATEMENT OF KINROSS'
FINANCIAL STATEMENTS COULD ADVERSELY AFFECT THE TRADING PRICE OF KINROSS SHARES.
As further discussed beginning on page 187, Kinross has identified
significant deficiencies in its internal controls over financial reporting. In
addition, in the past, Kinross disclosed a material weakness in its internal
controls over financial reporting in connection with the restatement of its
financial statements for the 2003 and 2004 fiscal years. The continued existence
of significant deficiencies in internal controls or the existence of a material
weakness may result in a misstatement of Kinross' financial statements in the
future. If material, this could result in a restatement of Kinross financial
statements. Any such misstatement or restatement could have a negative impact on
the market price of Kinross' stock and, if Kinross were unable to complete a
restatement in a timely fashion, could result in a cease trading order and/or a
delisting of its shares.
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CAUTIONARY STATEMENT
--------------------------------------------------------------------------------
This Proxy Statement/Prospectus contains "forward-looking statements."
Forward-looking statements are based on the current beliefs of the management of
Kinross as well as assumptions made by and currently available to them and
include, but are not limited to, statements with respect to the future price of
gold and silver, the estimation of mineral reserves and resources, the
realization of mineral reserve and resource estimates, the timing and amount of
estimated future production, costs of production, expected capital expenditures,
costs and timing of the development of new deposits, success of exploration
activities, permitting time lines, currency fluctuations, requirements for
additional capital, government regulation of mining operations, environmental
risks, unanticipated reclamation expenses, title disputes or claims and
limitations on insurance coverage. In certain cases, forward-looking statements
can be identified by the use of words such as "plans," "expects," or "does not
expect," "is expected," "budget," "scheduled," "estimates," "forecasts,"
"intends," "anticipates," or "does not anticipate," or "believes," or variations
of such words and phrases or statements that certain actions, events or results
"may," "could," "would," "might," or "will be taken," "occur" or "be achieved."
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
Kinross to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. In addition
to the factors Kinross currently believes to be material, which are identified
under "Risk Factors," other factors not currently viewed as material could cause
actual results to differ materially from those described in the forward-looking
statements. In addition, known or unknown risks could have a greater or
different effect than currently expected which could cause actions, events or
results not to be as anticipated, estimated or intended. There can be no
assurance that forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements which speak only as of the date of this Proxy
Statement/Prospectus. Neither Kinross nor Crown undertakes any obligation to
update or revise these forward-looking statements.
29
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THE CROWN SPECIAL MEETING
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GENERAL
Crown is furnishing this Proxy Statement/Prospectus to you in connection
with the solicitation of proxies by Crown's board of directors for use at the
special meeting of Crown shareholders to be held on August 31, 2006, and any
adjournments or postponements of the meeting.
This Proxy Statement/Prospectus is being mailed to Crown shareholders on
or about August 2, 2006. This Proxy Statement/Prospectus is also being
furnished to Crown shareholders as a prospectus in connection with the issuance
by Kinross of Kinross common shares as contemplated by the merger agreement.
DATE, TIME, AND PLACE
The special meeting of Crown shareholders will be held on August 31,
2006 at 9:00 a.m., local time, at the offices of Crown located at 4251 Kipling
Street, Suite 390, Wheat Ridge, Colorado.
PURPOSE OF THE SPECIAL MEETING
At the special meeting of Crown shareholders, you will be asked to
consider and vote on the following proposals:
o to approve the plan of merger that provides for the merger of
Crown Merger, a subsidiary of Kinross, with and into Crown, with
Crown surviving as a wholly-owned subsidiary of Kinross; and
o approve one or more adjournments of the special meeting, if
necessary, to permit further solicitation of proxies if there
are not sufficient votes at the time of the special meeting to
approve the merger proposal.
CROWN BOARD RECOMMENDATION
Crown's board of directors has unanimously determined that the merger is
advisable and in the best interests of Crown and its shareholders and has
unanimously adopted the plan of merger and recommends that Crown shareholders
vote "FOR" approval of the plan of merger and "FOR" the adjournment proposal.
Two of the members of the Crown board who are also employees will receive
termination payments in connection with the consummation of the proposed merger.
See "The Merger--Interests of Certain Individuals."
RECORD DATE AND VOTING POWER
Crown's board of directors has fixed the close of business on
July 20, 2006, as the record date for determination of Crown shareholders
entitled to notice of and to vote at the special meeting. As of the record date,
there were 46,287,953 shares of Crown common stock outstanding and entitled to
vote, held by approximately 150 holders of record. The common stock is the
only outstanding class of stock of Crown. Shareholders of record on the record
date are entitled to one vote per share of common stock on any matter properly
brought before the special meeting and at any adjournment or postponement
thereof.
VOTES REQUIRED
The proposal to approve the plan of merger must be approved by the
affirmative vote of at least two-thirds of the Crown common stock outstanding on
the record date.
30
The record holders of a majority of the shares of Crown common stock
present at the special meeting, either in person or represented by proxy, must
vote to approve the adjournment proposal in order for Crown's management to have
the authority to adjourn the special meeting.
STOCKHOLDER AND VOTING AGREEMENT
As of July 20, 2006 for the special meeting, the directors and
executive officers of Crown and their affiliates owned 19,568,940 shares of
Crown common stock, which represented approximately 42.3% of the outstanding
shares of Crown common stock entitled to vote at the special meeting of Crown
shareholders. Several directors and executive officers of Crown, and entities
affiliated with these directors and officers, have entered into a stockholder
and voting agreement with Kinross pursuant to which these directors and
executive officers and other shareholders agreed, among other things, to vote,
or cause to be voted, all of the shares of Crown common stock owned by them, as
set forth in the stockholder and voting agreement, as well as all shares of
Crown common stock acquired by them, in favor of the approval of the plan of
merger, and against the acquisition of Crown by any person other than Kinross.
As of July 20, 2006 for the special meeting, 18,639,640 shares of Crown common
stock were subject to the stockholder and voting agreement, representing
approximately 40.3% of the outstanding shares of Crown common stock entitled
to vote at the Crown special meeting, so that the vote of approximately
12,219,000 additional shares of Crown common stock will be required to approve
the merger. See the section entitled "Agreements Relating to the
Merger--Stockholder and Voting Agreement."
QUORUM; ABSTENTIONS AND BROKER NON-VOTES
The required quorum for the transaction of business at the special
meeting of Crown shareholders is the presence in person or by proxy of the
holders of a majority of the shares of Crown common stock outstanding on the
record date for the special meeting. We will count abstentions and broker
non-votes to determine the number of shares present at the special meeting for
the purpose of determining the presence or absence of a quorum. Broker non-votes
are proxies from brokers or other nominees indicating that the record holder of
the shares has not received instructions from the beneficial owner or other
person entitled to vote the shares which are the subject of the proxy on a
particular matter with respect to which the broker or other nominee does not
have discretionary voting power.
For purposes of the proposal to approve the plan of merger, the
affirmative vote of the holders of two-thirds of the common stock of Crown that
is outstanding as of the record date is required. Abstentions and broker
non-votes are not counted as votes in favor of the proposal and, therefore,
abstentions and broker non-votes will have the same effect as votes against the
merger proposal. IF YOU FAIL TO VOTE OR ABSTAIN FROM VOTING, IT WILL HAVE THE
EFFECT OF A VOTE AGAINST THE PROPOSAL TO APPROVE THE PLAN OF MERGER.
For purposes of the proposal to approve one or more adjournments of the
special meeting, abstentions and broker non-votes are not counted as votes cast
and generally will have no effect on the outcome of the adjournment proposal. To
approve the adjournment proposal, a majority of votes cast, which includes "FOR"
and "AGAINST" votes, must be in favor of the proposal.
THE ACTIONS PROPOSED IN THIS PROXY STATEMENT/PROSPECTUS ARE NOT MATTERS
THAT CAN BE VOTED ON BY BROKERS HOLDING SHARES FOR BENEFICIAL OWNERS WITHOUT THE
OWNERS' SPECIFIC INSTRUCTIONS. ACCORDINGLY, WE URGE YOU TO MARK, SIGN, DATE, AND
RETURN THE ENCLOSED PROXY CARD, OR TO GIVE YOUR BROKER SPECIFIC VOTING
INSTRUCTIONS.
VOTING, PROXIES, AND REVOCATION
Crown requests that you complete, date, and sign the proxy card and
promptly return it by mail in the accompanying envelope marked for this purpose
in accordance with the instructions accompanying the proxy card. All properly
executed proxies received before taking the vote at the special meeting (that
are not revoked prior to the meeting) will be voted as instructed on the proxy
card. IF THE PROXY CARD IS SIGNED AND RETURNED BY ANY MEANS WITHOUT INDICATING
VOTING INSTRUCTIONS, THE SHARES REPRESENTED BY THAT PROXY WILL BE VOTED "FOR"
THE APPROVAL OF THE PLAN OF MERGER AND "FOR" THE APPROVAL OF ONE OR MORE
ADJOURNMENTS OF THE SPECIAL MEETING.
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If your broker holds your shares in "street name," your broker will
vote your shares only if you provide instructions on how to vote. Your broker
will provide directions on how to instruct it to vote your shares. Note that, if
the holder of record of your shares is your broker, bank, or other nominee and
you wish to vote at the special meeting, you must have a "legal" proxy from your
broker, bank, or other nominee authorizing you to vote those shares.
You may revoke your proxy at any time before it is voted by delivering
to Crown, to the attention of James R. Maronick, 4251 Kipling Street, Suite 390,
Wheat Ridge, Colorado 80033, a written notice of revocation or a new proxy card
dated after the first one relating to the same shares, or by attending the Crown
shareholder meeting and voting in person. Attendance at the Crown meeting will
not, by itself, constitute the revocation of the proxy.
SOLICITATION OF PROXIES AND EXPENSES
Crown will bear the costs of soliciting proxies. Proxies will initially
be solicited by mail, but executive officers, directors, and selected other
employees of Crown may also solicit proxies in person or by telephone or
facsimile. Such persons who solicit proxies will not be specially compensated
for such services. If necessary, Crown may engage a third-party solicitation
agent to act on its behalf. Crown will pay the commercially reasonable fees and
costs of any such solicitation agent. We will request nominees, fiduciaries, and
other custodians to forward soliciting materials to beneficial owners and
reimburse them for their reasonable expenses. BROKERAGE HOUSES, NOMINEES,
FIDUCIARIES AND OTHER CUSTODIANS WILL BE REQUESTED TO FORWARD SOLICITING
MATERIALS TO BENEFICIAL OWNERS AND WILL BE REIMBURSED FOR THEIR REASONABLE
EXPENSES INCURRED IN SENDING PROXY MATERIALS TO BENEFICIAL OWNERS.
PROPOSAL TO APPROVE ADJOURNMENT OF SPECIAL MEETING
Crown is submitting a proposal for consideration at the special meeting
to authorize the named proxies to approve one or more adjournments of the
special meeting if there are not sufficient votes to approve the plan of merger
at the time of the special meeting. Even though a quorum may be present at the
special meeting, it is possible that Crown may not have received sufficient
votes to approve the plan of merger by the time of the special meeting. In that
event, Crown would need to adjourn the special meeting in order to solicit
additional proxies. The adjournment proposal relates only to an adjournment of
the special meeting for purposes of soliciting additional proxies to obtain the
requisite shareholder approval to approve the plan of merger. Any other
adjournment of the special meeting (E.G., an adjournment required because of the
absence of a quorum) would be voted upon pursuant to the discretionary authority
granted by the proxy.
To allow the proxies that have been received by Crown at the time of the
special meeting to be voted for an adjournment, if necessary, Crown is
submitting a proposal to approve one or more adjournments to Crown shareholders
for their consideration. Approval of the adjournment proposal requires the
affirmative vote of holders of a majority of the shares of Crown common stock
who cast "FOR" or "AGAINST" votes at the special meeting, assuming a quorum is
present at the meeting. With respect to broker non-votes, brokers or other
nominees that hold shares of Crown common stock in "street name" accounts do not
have the discretionary authority to vote to approve any adjournment of the
special meeting without appropriate instructions from the beneficial owner. IF
YOUR SHARES ARE HELD IN STREET NAME AND YOU FAIL TO INSTRUCT YOUR BROKER ON HOW
TO VOTE WITH RESPECT TO THE ADJOURNMENT PROPOSAL, THOSE CROWN SHAREHOLDERS WHO
VOTE "FOR" OR "AGAINST" THE ADJOURNMENT PROPOSAL WILL DECIDE WHETHER TO ADOPT
THAT PROPOSAL AND YOUR SHARES WILL HAVE NO EFFECT ON THE OUTCOME OF THE
PROPOSAL. AN ABSTENTION AS TO THIS PROPOSAL WILL HAVE NO EFFECT ON WHETHER IT IS
ADOPTED.
THE CROWN BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ADJOURNMENT PROPOSAL.
Properly executed proxies will be voted "FOR" the adjournment proposal,
unless otherwise noted on the proxies. If the special meeting is adjourned,
Crown is not required to give further notice of the time and place of the
adjourned meeting, unless the board of directors fixes a new record date for the
special meeting.
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The adjournment proposal relates only to an adjournment of the special
meeting occurring for purposes of soliciting additional proxies for the approval
of the merger agreement proposal in the event that there are insufficient votes
to approve that proposal. Crown has full authority to adjourn the special
meeting for any other purpose, including the absence of a quorum, or to postpone
the special meeting before it is convened, without the consent of any Crown
shareholder.
NO ADDITIONAL MATTERS
This special meeting has been called to consider the merger proposal and
the adjournment proposal. Under Crown's bylaws, no other matters may be
considered at the special meeting.
SHAREHOLDER PROPOSALS FOR THE CROWN 2007 ANNUAL MEETING
If the merger is not completed, proposals of Crown shareholders that are
intended to be presented at Crown's 2007 Annual Meeting must be timely delivered
to or received by Crown. Under Crown's bylaws, in order to be deemed properly
presented, notice must be delivered to, or mailed and received by, Crown not
later than January 1, 2007.
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DIVIDEND POLICY
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On July 26, 2004, Crown distributed to its shareholders, as a dividend,
0.2169 shares of Solitario common stock per share of Crown common stock as a
"spin-off" of Solitario. On June 21, 2005, Crown's board of directors declared a
dividend of $0.21 per share, or $9,661,000, which was paid on July 26, 2005, to
holders of record of Crown common stock as of the close of business on July 14,
2005. Crown does not anticipate paying additional dividends in the foreseeable
future.
No dividends on the Kinross common shares have been paid by Kinross to
date. For the foreseeable future, it is anticipated that Kinross will use
earnings, if any, to finance its growth and that dividends will not be paid to
shareholders, other than dividends payable to the holder of the Kinross
preferred shares in accordance with their terms. Pursuant to the syndicated
credit facility, Kinross is required to obtain consent from the lenders prior to
declaring any common share dividend.
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BUSINESS OF CROWN
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OVERVIEW
Crown is a precious metals exploration company operating in the western
United States. Crown is currently developing the Buckhorn Mountain Project,
which includes permitting efforts to build and operate an underground mine and
to truck the ore extracted from the Buckhorn Mountain Project to Kinross' Kettle
River mill, located approximately 57 miles from the Buckhorn Mountain Project
under the terms of a toll-milling agreement with a wholly-owned subsidiary of
Kinross.
Prior to executing the merger agreement with Kinross, Crown's principal
expertise had been in identifying mineral properties with promising mineral
potential, acquiring these properties and exploring them to an advanced stage.
Since the execution of the merger agreement with Kinross, Crown has concentrated
exclusively on the permitting and development of the Buckhorn Mountain Project.
Previously, Crown's goal was to advance its properties, either on its own or
through joint ventures, to the feasibility study stage and thereafter to pursue
their development, typically through a joint venture with a partner that has
expertise in mining operations.
33
Crown currently has limited financial resources and, accordingly, is not
engaged directly in any significant exploration or development activity other
than at the Buckhorn Mountain Project, which is described in "Material
Properties." Crown currently has no source of recurring revenue and anticipates
that any future recurring revenue would only occur after the successful
development of the Buckhorn Mountain Project. Crown's current objective is to
continue the permitting process for development of the Buckhorn Mountain Project
in conjunction with Kinross. Unless Crown is successful in these objectives, it
is unlikely that it will be in a position in the foreseeable future to pursue
additional exploration or development projects. Furthermore, in the event the
merger with Kinross is not completed as planned, Crown will need significant
additional financial resources to develop the Buckhorn Mountain Project and
Crown cannot assure you that it will be able to obtain such financial resources.
Crown currently estimates the development of the Buckhorn Mountain Project will
require approximately $32.6 million in initial capital and will utilize toll
milling pursuant to an agreement with Kinross. Based on Crown's current business
plan, Crown estimates its current financial resources are sufficient to fund its
operations through the first quarter of 2007.
Crown was incorporated under the laws of the State of Washington in
August 1988. Crown files annual reports, quarterly reports, proxy statements and
other information with the Securities and Exchange Commission (SEC). You may
read and copy any materials Crown files with the SEC at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, DC 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains Crown's
reports, proxy statements, and other information. The SEC's Internet address is
HTTP://WWW.SEC.GOV.
RECENT DEVELOPMENTS
Since the execution of the acquisition agreement with Kinross in
November, 2003, the following material developments have occurred.
On July 26, 2004, Crown completed a spin-off of Solitario's shares to
its shareholders, whereby each of Crown's shareholders received 0.2169 shares of
Solitario common stock for each Crown share they owned. As part of the spin-off,
on July 26, 2004, Crown retained 998,306 Retained Shares for the benefit of
Crown warrant holders. Subsequent to the spin-off Crown distributed 962,302 of
these shares on the exercise of warrants. At December 31, 2005, Crown held
36,004 Retained Shares.
On December 30, 2004, Crown and Kinross amended the merger agreement to
extend the termination date from December 31, 2004 to May 31, 2005. Concurrently
with this amendment, Crown agreed to sell to Kinross and Kinross agreed to
purchase from Crown 511,640 newly issued shares of Crown common stock at the
fair market value of the stock of $1.9545 per share of $1,000,000 in the
aggregate. The fair market value of the common stock was based upon the average
of the closing market price of a share of Crown common stock for the 20 days
prior to December 30, 2004, per the terms of the amendment. The closing of the
sale occurred on January 18, 2005. Crown used the proceeds of this offering to
pay for permitting costs related to the Buckhorn Mountain Project.
On May 31, 2005, Crown and Kinross amended the merger agreement to (i)
extend the Termination Date from May 31, 2005 to March 31, 2006, or December 31,
2005 if Kinross had not filed its 2004 audited financial statements with the
Securities and Exchange Commission on or before December 31, 2005; (ii) increase
the exchange ratio to 0.34 shares; (iii) put a valuation collar on the
transaction whereby the maximum value of Kinross common shares to be issued to
Crown shareholders (excluding any Crown common shares held by Kinross) is $110.0
million and the minimum value is $77.5 million; (iv) provide that Kinross would
invest in a $10.0 million convertible debenture issued by Crown (the
"Convertible Debenture") on or before June 20, 2005; and (v) provide that if
Crown paid a dividend of up to $0.21 per share to its shareholders, Kinross
would reimburse Crown upon the payment of certain third-party invoices received
by Crown after June 1, 2005, for permitting and development of Crown's Buckhorn
Mountain Project. Crown is not required to repay Kinross for the amounts Kinross
has paid for third-party permitting and development costs under this amendment
under any circumstances. Crown capitalizes these third-party permitting and
development costs as they are for the benefit of the Buckhorn Mountain Project.
Crown records all amounts caitalized as additional paid-in capital and records
all accrued third-party invoices which have not yet been paid as either accounts
payable or accrued liabilities with an offsetting receivable in
stockholders'equity. As a result of the amendment, as of December 31, 2005,
Crown recorded an increase in mineral properties of $2,418,000 for permitting
and other related costs on invoices received after June 1, 2005 to be paid by
Kinross which has been recorded as a capital contribution to paid-in capital.
Through December 31, 2005, Kinross has paid $1,930,000 of those costs and Crown
recorded a receivable from Kinross of $488,000 as of December 31, 2005 in
stockholders equity for the balance.
34
On June 20, 2005, Crown issued the Convertible Debenture which has a
term of five years, an interest rate of 4% payable annually with a provision to
forego interest for the first two annual payments at its election. The
Convertible Debenture is convertible at Kinross' option any time after September
30, 2005, and prior to maturity into 5.8 million shares of Crown common stock,
plus shares of common stock for any accrued but unpaid interest. In the event
the merger agreement with Kinross is terminated other than as a result of a
default by Crown, Crown has the right to convert all amounts due under the
Convertible Debenture to common stock by providing 30 days prior notice to
Kinross. Any shares issued upon conversion of the Convertible Debenture, or any
portion thereof, will be restricted. Crown recorded a beneficial conversion
feature discount of $1,624,000 to additional paid-in capital, representing the
difference between the market price of its common stock on June 20, 2005 of
$2.00 and the conversion price of $1.72 per share of Crown common stock. The
discount is being amortized as interest cost over the stated term of the
Convertible Debenture.
On July 26, 2005, Crown used the majority of the proceeds from the
Convertible Debenture to pay a dividend of $0.21 per share to shareholders of
record as of July 14, 2005, and recorded a $9,661,000 charge to additional
paid-in capital.
On February 24, 2006, Crown amended the Kinross merger agreement to (i)
extend the date on which either party may terminate the Kinross merger agreement
if the merger contemplated therein has not closed (the "Termination Date") from
March 31, 2006 to December 31, 2006; (ii) remove the valuation collar on the
transaction; (iii) reduce the exchange ratio to 0.32 shares of Kinross stock;
and (iv) provide that if the merger is not completed by July 1, 2006, Kinross
will loan Crown $2,000,000 in a three-year note with the proceeds to be used to
extinguish an existing third-party net smelter royalty at the Buckhorn Mountain
Project.
MATERIAL PROPERTIES
The following discussion summarizes the primary mining properties in
which Crown has a direct interest. Crown believes the properties described below
are favorable for mineral development, although Crown cannot assure you that any
of the properties, in which Crown has or may acquire an interest, will be
economically viable.
BUCKHORN MOUNTAIN PROJECT
PROPERTY DESCRIPTION AND LOCATION
The Buckhorn Mountain Project is located on approximately 2,000 acres,
24 miles east of Oroville, Washington. Crown currently owns 100% of the Buckhorn
Mountain Project, which was held in a joint venture with Battle Mountain Gold
Corporation ("Battle Mountain") prior to July 2001, when the joint venture was
terminated and Crown became the sole owner of the project. During the joint
venture with Battle Mountain, the Buckhorn Mountain Project was known as the
Crown Jewel Project. Battle Mountain merged with Newmont Gold Corporation
("Newmont") on January 10, 2002.
The Buckhorn Mountain Project is held by a combination of fee
ownership,fee land for which leases are held with options to purchase, and
unpatented mining claims. The ore deposit lies entirely on fee lands (patented
mining claims) that are owned by Crown. Royalties on mineral property Crown
controls that are payable to third parties vary from a 0.5% net smelter return
royalty to an 8.33% net profits royalty on certain unpatented mining claims. The
ore body as currently defined is subject only to a sliding-scale royalty payable
to Newmont of 0.5% to 4%, depending on the price of gold. The Newmont royalty
may be purchased in its entirety for $2.0 million at any time before July 23,
2006. On July 17, 2006, Crown acquired the royalty. Copies of the Promissory
Note, Loan Agreement, and related documents are included as exhibits to Crown's
report on Form 8-K filed July 18, 2006, which can be viewed at the SEC's website
at http://www.sec.gov.
Crown applied for patents on nine unpatented mining claims covering
approximately 154 acres in 1992. In December 2004, the Department of
Interior-Bureau of Land Management approved the patent applications and Crown
received title to both the surface and mineral estate on these acres. These
patented claims cover most of the ore reserves, the remaining portion of the
reserves being covered by older patented claims that Crown owns. Crown now owns
title to both the mineral and surface estate covering the entire ore reserve.
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The following map depicts the approximate location of the Buckhorn
Mountain Project.
[map depicting approximate location of Buckhorn Mountain Project]
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND TERRAIN
The Buckhorn Mountain Project is located in the Okanogan Highlands, a
mountainous terrain characterized by rounded peaks and moderately steep walled
valleys. The elevation range in the project area is approximately 4,500 feet to
5,500 feet.
Vegetative cover in the project area is mostly coniferous forest
dominated by Douglas fir and western larch. Natural openings on forested
hillsides consist of dry scrublands or grassy meadows. The climate in the
deposit area can be considered temperate. The calculated mean annual
precipitation is 20 inches, approximately 35% of which falls as snow. Average
annual total snow accumulation in the area of the deposit is about three feet.
The small community of Chesaw is the closest town. Oroville (population
1,500) is the nearest incorporated community. Paved roads from Oroville approach
to within six miles of the property with the remaining access by graded county
road and three miles of primitive USFS road. No power exists at the location of
the ore deposit. The nearest power is located three miles to the south.
HISTORY
Crown discovered the ore bodies known as the Buckhorn Mountain Project
deposit shortly after acquiring the property in 1988. Prior to that time only
small prospect pits, shafts and tunnels had explored the general area, none of
which intersected the ore body, as it is currently defined.
36
In March 1990, Crown entered into a joint venture agreement with Battle
Mountain (the "Battle Mountain JV Agreement"), under which Battle Mountain could
earn a 51% interest in the Buckhorn Mountain Project by building a 3,000-ton per
day mining facility. The Battle Mountain JV Agreement was subsequently modified
in May 1994 allowing Battle Mountain the right to earn a 54% interest in the
Project. Under the Battle Mountain JV Agreement, as amended, Battle Mountain
paid Crown $18,500,000, and funded all exploration and permitting on the
Buckhorn Mountain Project through July 2001. On July 23, 2001, Crown entered
into an agreement (the "Termination Agreement") with Battle Mountain to
terminate the Battle Mountain JV Agreement. As part of the Termination
Agreement, Crown became the sole owner and manager of the Buckhorn Mountain
Project and granted Battle Mountain a sliding scale royalty of 0.5% to 4% on the
first one million ounces of gold. The royalty varies with the price of gold and
Crown may purchase the royalty from Newmont, as successor to Battle Mountain,
for a payment of $2.0 million any time before July 23, 2006. On July 17, 2006,
Crown acquired the royalty. Copies of the Promissory Note, Loan Agreement, and
related documents are included as exhibits to Crown's report on Form 8-K filed
July 18, 2006, which can be viewed at the SEC's website at http://www.sec.gov.
Since return of 100% ownership of the property, Crown has conducted
drilling, engineering, and environmental studies and permitting activities.
Since signing the merger agreement with Kinross, Crown has worked with Kinross
in these same activities.
GEOLOGY AND MINERALIZATION
The Buckhorn Mountain Project gold deposit occurs within a portion of an
extensive calcic skarn system formed at the southern contact of the
Jurassic/Cretaceous-aged Buckhorn Mountain diorite-granodiorite pluton with
Triassic-aged limestones and andesites. Both the skarn system and the ore body
are largely tabular and flat lying in geometry. The skarn system is
compositionally zoned in relation to the intrusive pluton with gold
mineralization both concordant and crosscutting to the various skarn
assemblages. Gold enrichment occurs almost exclusively within skarnified rocks
both as irregular bodies and as more continuous tabular replacements of
limestone. Gold values are associated with low grades of silver (less than one
ounce per ton). No other economic minerals occur within the ore.
EXPLORATION
Crown began an exploration program at the Buckhorn Mountain Project in
mid-1988 and by the end of 1989 had drilled approximately 200 holes on the
property. Between March 1990 and December 1992, Battle Mountain drilled over 550
holes designed to both confirm and expand the known reserve. In 2002 and 2003,
Crown drilled 41 core holes to further confirm the grade and continuity of
mineralization in selected parts of the ore body. No drilling was conducted on
the property in 2004. In late 2005, Kinross conducted a 29-hole infill drilling
program in portions of the reserve area as part of their due diligence
activities to further define ore boundaries.
Drilling on the property occurred in three phases. Crown drilled core
and reverse circulation rotary holes during the period of 1988 to early 1989.
Battle Mountain drilled core and reverse circulation rotary holes from 1990 to
1995 and Crown drilled core holes in 2002 and 2003. During the first phase of
drilling, splits were taken of drill samples and submitted for analysis to
Silver Valley Laboratories of Osburn, Idaho. Core was sawed and reverse
circulation rotary chips were riffle split in order to obtain representative
samples for analysis. Check assays of selected samples were submitted for
comparison with original assays. Sample intervals were selected by the geologist
in charge of the project. After acquiring its joint venture interest, Battle
Mountain checked Crown's drill results by submitting splits from the core, pulps
from core and reverse circulation rotary samples and reverse circulation rotary
duplicate chips to a second laboratory for confirmatory assays. Additionally,
Battle Mountain drilled twin holes to confirm Crown's results in selected areas.
Battle Mountain's drilling was logged by a geologist and was sampled on
five-foot intervals. Entire core samples were submitted for assay and pulps were
checked for re-assay. Rejects of reverse circulation rotary holes were
re-assayed. Standards and blanks were submitted along with exploration samples.
Battle Mountain primarily used Silver Valley Laboratory of Osburn, Idaho for
assay services.
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Samples from the second phase of drilling in 2002 and 2003 were assayed
primarily by CAS Laboratories of Spokane, Washington with most check assays
performed by ALS Chemex laboratory of Vancouver, British Columbia. Imbedded
standards, sample duplicates and blanks were assayed. Crown used ALS
Laboratories of Spokane, Washington as the primary laboratory and ALS Chemex
laboratory of Vancouver, British Columbia as the primary check assay laboratory.
Core was logged and sample intervals were selected by the geological staff for
analysis. Chain of custody was documented between the geologist and the
laboratory. Core samples and rejects are stored on site under the supervision of
Crown.
No significant sampling or analytical biases are known to exist within
any of the data sets that could affect the estimation of the resources or
reserves.
TOLL MILLING AGREEMENT
On November 11, 2003, Crown entered into a toll milling agreement with
Echo Bay Minerals, a wholly-owned subsidiary of Kinross, whereby Crown agreed to
deliver ore from the Buckhorn Mountain Project deposit to Echo Bay Minerals'
Kettle River mill, located near Republic, Washington approximately 92 kilometers
(57 miles) from the Buckhorn Mountain Project. Under the terms of the toll
milling agreement, Echo Bay Minerals agreed to process up to 1,500 tons per day
of ore produced at the Buckhorn Mountain Project at a cost to Crown of $20 per
ton. In addition, Crown agreed to pay a one-time capital charge of $5,000,000 to
Echo Bay Minerals on or before the last day of the calendar month following the
delivery of ores from the Buckhorn Mountain Project to the Kettle River mill.
The toll milling agreement is subject to Crown's obtaining the necessary permits
to mine and deliver the ores from the Buckhorn Mountain Project, standard
toll-milling terms regarding (among other terms) grade, delivery, commingling
and refining, and regulatory approval. If the Merger is consummated, the toll
milling agreement will be between subsidiaries of Kinross and, therefore, may be
terminated.
RESERVES AND MINERAL DEPOSITS
The following table shows Crown's probable gold reserves at December 31,
2005:
Mineable Probable Reserves
Ore Gold Grade Contained Gold
tons (ounces/ton) (ounces)
---- ------------ --------
3,075,000 0.32 991,000
Crown's probable reserves are reported as mineable (extractable) ore
reserves. The mineral reserves and resources reported herein were prepared in
accordance with Industry Guide 7 promulgated by the U.S. Securities and Exchange
Commission and were verified by SRK Consulting ("SRK"), based in Toronto,
Canada, as of December 15, 2003. Crown undertook a review to test SRK's ore
reserve estimate for impairment in 2004 and 2005 and determined that no changes
in the SRK's estimate were necessary based upon the following: (1) none of the
ore reserves were mined in 2005 or 2004, consequently there was no depletion of
the ore reserve; (2) the aspects of the mine plan have not materially changed;
(3) permitting has not impacted the overall mine and milling plan; and (4) Crown
elected to use the same price of gold used in determining ore reserves, $350 per
ounce. SRK's feasibility study for the Buckhorn Mountain Project incorporates
the Toll Milling Agreement and determined that the reported mineral reserves are
economically viable based on current information on costs and technology
applicable to mining, metallurgy and other relevant factors that relate to the
extraction of the mineral reserve. A summary of the major assumptions is
provided below:
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Toll milling contract cost: $20 per ton
Gold price: $350 per ounce
Gold recovery from mined ore: 90%
Economic cut off grade (ounces gold/ton): 0.19
Daily production rate: 1,500 tons
Total operating costs: $201 per ounce of gold recovered (including toll milling contract cost)
Initial capital costs: $32.6 million
Sustaining capital, life of mine: $10.0 million
Mineral reserves were estimated by SRK based on a gold price of $350 per
ounce at December 31, 2003 and reviewed by Crown using the same gold price at
December 31, 2005. The market price of gold has ranged from a high of $548 per
ounce to a low of $411 per ounce during 2005. However, the price of gold over
the last five years has ranged from a high of $548 per ounce to a low of $256
per ounce. The use of $350 per ounce for Crown's 2005 review of its reserves is
reasonable as it takes into account Crown's estimate of the lower end of
potential gold pricing and volatility over the life of the mine. Moreover,
because of the high-grade nature of the Buckhorn Mountain gold deposit with very
sharp ore-waste boundaries, higher gold prices do not materially increase the
reserves. The value of contained silver in the ore was ignored. The gold price
at the time of reporting of the reserves was substantially higher than the level
used in estimating. However, the price has been lower during recent time
periods. If the market price were to decrease to lower levels, Crown may
determine that its reserves should be re-estimated resulting in a potential
reduction in the amount of reserves.
PERMITTING AND DEVELOPMENT
In July 2001, Crown became the sole owner of the Crown Jewel project and
renamed it the Buckhorn Mountain Project. Previously, the Crown Jewel Project
had been subject to a joint venture agreement between Crown and Battle Mountain.
Battle Mountain had proposed an open-pit mining operation with an on-site
processing facility. Battle Mountain's proposed open-pit Crown Jewel Project was
subjected to numerous permitting and legal challenges and delays. In January of
2000, the Washington Pollution Control Hearings Board (the "PCHB") vacated the
previously granted 401 Water Quality Permit and certain water rights for the
Crown Jewel Project. Other permits previously granted to the Crown Jewel Project
have since lapsed and are in the process of being reacquired as part of the
ongoing permitting process.
As part of the analysis of the Buckhorn Mountain Project subsequent to
the January 2000 PCHB ruling, Crown retained Gochnour and Associates
("Gochnour") to review the required permits for a potential combination
underground/open-pit-mine design for the Buckhorn Mountain Project ore deposit.
Gochnour indicated this mine design would require conducting additional baseline
studies and collecting data for modeling to amend previously approved permits as
well as to obtain permits for activities that were not previously contemplated,
for example the underground mining effects on ground water. Gochnour indicated
the underground alternative would also require mitigation of environmental
impacts. The Gochnour report concluded the proposed mine design is legally
permittable.
During 2002, Crown began seeking regulatory approval and permits to
operate an exclusively underground mining operation at the Buckhorn Mountain
Project. In May 2003, Crown submitted its Initial Buckhorn Mountain Project Plan
of Operations with the USFS and the Washington State Department of Ecology (the
"WDOE"). The Initial Buckhorn Mountain Project Plan of Operations was deemed
complete by the USFS in August 2003. This plan proposed a processing facility
seven miles from the mine that Crown would construct, own, and operate. The ore
would have been trucked from the mine to the mill. Crown believed this
development plan significantly reduced the environmental impacts compared to the
Crown Jewel open-pit mining plan proposed by Battle Mountain.
Subsequent to the signing of the toll milling agreement with Echo Bay
Minerals, Crown filed an amended Buckhorn Mountain Plan of operations as
outlined in the SRK feasibility study that provides for trucking of ore from the
mine to the Kettle River processing facility owned by Echo Bay Minerals. This
new development plan further reduces environmental impacts in comparison to the
previous Buckhorn Mountain Project Plan of Operations by eliminating the need
for new milling and tailings disposal facilities.
39
As a result of the Department of Interior-Bureau of Land Management
issuing the patents to Crown, the surface title was transferred from the USFS to
Crown. Subsequently, the USFS determined that it was unnecessary for it to
continue to be a co-lead agency in the permitting process. The WDOE is now the
sole lead agency for all permitting activities. The USFS is currently preparing
an Environmental Assessment ("EA") for proposed activities that will occur on
federal land, including upgrading of existing access roads, the construction of
approximately 1.5 miles of new road, the installation and maintenance of water
quality monitoring wells and construction of a perimeter fence line. The WDOE
completed the work necessary for filing the Draft Supplemental Environmental
Impact Statement ("DSEIS") during the third quarter of 2005, and the DSEIS was
published on October 28, 2005 for public comment. The WDOE and the USFS is
currently addressing public comments concerning the DSEIS and EA as part of
preparing the final SEIS and EA.
Crown is currently finalizing the construction and operational permits
required for development and production on the property. A variety of permits
and approvals are under application from the state of Washington and from local
governmental entities.
Although Crown is not aware of any laws or regulations which would be
violated by the mine design proposed in the SRK feasibility study, as
subsequently modified in the environmental review process, there will continue
to be uncertainty regarding Crown's ability to obtain the necessary permits from
the regulatory authorities in a timely manner, if ever.
Construction of the Buckhorn Mountain Project will not begin prior to
the successful issuance of the remaining permits and resolution of any potential
future legal and administrative challenges. Potential delays due to the appeals
process, permit process or litigation are difficult to quantify. See "Legal
Proceedings" below.
FINANCING
If the merger agreement with Kinross is not completed, Crown would
require additional capital in the form of either equity or debt financing, or
Crown would need to enter into a joint venture to permit, develop, and operate
the Buckhorn Mountain Project. Crown cannot assure you that such financing would
be available on acceptable terms in order for the Buckhorn Mountain Project to
enter into commercial production. See "Crown Management's Discussion and
Analysis of Financial Condition and Results of Operations" on page 44.
OTHER PROPERTY INTERESTS
KINGS CANYON
The Kings Canyon property in Utah consists of 360 acres of unpatented
claims. Crown holds a 100% interest in the property, subject to a 4% net smelter
royalty to third parties. There are no proven or probable reserves or
capitalized costs related to the Kings Canyon property as of December 31, 2005.
Crown will continue to maintain the property and, if the Kinross merger is not
completed, Crown may sell its interest or seek a joint venture partner to
further evaluate and develop the Kings Canyon property.
MINERAL PROPERTY AND EXPLORATION EXPENDITURE OVERVIEW
During 2005, Crown incurred $1,863,000 in cash expenditures (of which
$464,000 were reimbursed to Crown by Kinross) and Kinross directly paid
third-party vendors an additional $1,466,000 in support of permitting and
development of the Buckhorn Mountain Project. Crown is required to pay annual
property taxes on fee lands and patented mining claims it owns, which Crown
expenses to operations as incurred. These amounted to $6,000 and $5,000 for the
years ended December 31, 2005 and 2004, respectively. Crown is required to pay
annual rental and maintenance fees to maintain our interests in unpatented
mining claims, which it expenses to operations as incurred. These amounted to
$20,000 and $21,000 for the years ended December 31, 2005 and 2004,
respectively. Any production from Crown's fee lands, patented mining claims, and
unpatented mining claims will be subject to AD VALOREM taxes. Crown has no work
commitments to be fulfilled in 2006.
40
2006 Annual Maintenance Fee Commitments:
Payments on unpatented
Property mining claims
-------- -------------
Buckhorn Mountain $18,000
Kings Canyon 2,000
-------
Total $20,000
=======
EXPLORATION ACTIVITIES
Historically, a significant part of Crown's business involves the review
of potential property acquisitions and continuing review and analysis of
properties in which it has an interest, to determine the exploration and
development potential of the properties. In analyzing expected levels of
expenditures for work commitments and lease obligations, Crown considers the
fact that its obligations to make such payments fluctuate greatly depending on
whether, among other things, Crown makes a decision to sell a property interest,
convey a property interest to a joint venture, or to allow its interest in a
property to lapse by not making the work commitment or payment required. Crown
is not currently conducting any potential property acquisitions or exploration.
EMPLOYEES
As of June 30, 2006, Crown employed six persons, all of whom are
located in the United States. Crown considers its relations with employees to be
excellent. All employees are eligible to participate in Crown's stock option
plans. None of Crown's employees are covered by a collective bargaining
agreement. A portion of Crown's employees' time is devoted to work under a
management services contract with Solitario. Solitario reimburses Crown for
direct out-of-pocket expenses. Solitario also pays 25% of Crown's total
corporate administrative costs for executive and technical salaries, benefits,
and expenses, 50% of Crown's total corporate administrative costs for financial
management and reporting salaries, benefits, and expenses, and 75% of Crown's
total corporate administrative costs for investor relations salaries, benefits,
and expenses. These allocations are based on estimated time and expenses spent
by Crown management and employees on Crown activities and Solitario activities.
Management of Crown believes these allocations are reasonable and the
allocations are periodically reviewed by management and approved by independent
Board members of both Crown and Solitario.
Assuming the merger between Kinross and Crown is successfully
consummated, the management agreement will be terminated and Solitario will
procure the services of the Crown employees directly. In the event that the
merger is not successfully completed, it is anticipated that the management
agreement would continue under the same or similar terms.
LEGAL PROCEEDINGS
Crown is not currently involved in any legal proceedings. Crown is not
aware of any legal challenge to its current proposed mining plans at the
Buckhorn Mountain Project. However, beginning in March 1997, the prior attempt
to permit the Crown Jewel Project (as it was then known) was subject to various
legal challenges in Washington State court, United States District Court, and
administrative hearings. Prior permitting efforts centered on Battle Mountain's
proposed open pit mine. That plan of operations is no longer being pursued. The
currently proposed plan of operations calls for an underground mine, which Crown
anticipates will address many of the prior concerns. Most notably, the current
proposed plan substantially reduces the number of surface acres that will be
impacted by mining operations and utilizes the existing Kettle River processing
facility owned by Kinross, so that a new processing facility will no longer need
to be constructed at or near the proposed mine. Although none of the previous
legal challenges or protests relates to Crown's current proposed plan of
operations, Crown cannot make assurances that future litigation will not be
filed.
41
STOCKHOLDER AND VOTING AGREEMENT
Solitario, along with several directors and executive officers of Crown,
and entities affiliated with these directors and officers, have entered into a
stockholder and voting agreement with Kinross pursuant to which such parties
agreed, among other things, to convert any Senior Notes held by them to common
shares prior to the record date for the special meeting (which has occurred) and
to vote all of the shares of Crown common stock owned by them, as well as all
shares of Crown common stock acquired by them, in favor of the approval of the
plan of merger, and against the acquisition of Crown by any person other than
Kinross. As of June 30, 2006, 18,639,640 shares of Crown common stock were
subject to the stockholder and voting agreement, representing approximately
40.3% of the outstanding shares of Crown common stock. See the section entitled
"Agreements Relating to the Merger--Stockholder and Voting Agreement."
42
--------------------------------------------------------------------------------
PRINCIPAL SHAREHOLDERS OF CROWN
--------------------------------------------------------------------------------
The following table sets forth information, as of June 30, 2006, with
respect to the number of shares of Crown Common Stock beneficially owned by each
shareholder known by Crown to be the beneficial owner of more than 5% of Crown's
Common Stock, by all directors, nominees for director, executive officers named
in the Summary Compensation Table and all directors, nominees for director and
executive officers as a group. Except as noted below, each shareholder has sole
voting and investment powers with respect to the shares shown. Unless otherwise
indicated below, the address of each beneficial owner is 4251 Kipling St., Suite
390, Wheat Ridge, Colorado, 80033.
Percent of
Crown's Percent of
common stock, Crown's
based on current common stock,
Amount and number of based on
Nature of outstanding exercise
Beneficial common shares of convertible
Ownership in prior to conversion securities on a
Name and Address of Crown common of any convertible fully diluted
Beneficial Owner(1) stock(2) securities(3) basis(4)
-------------------------------------------------------------------------------------------------
Solitario Resources Corporation
4251 Kipling St., Suite 390
Wheat Ridge, CO 80033 6,071,626(5) 13.1% 11.7%
Zoloto Investors, LP
c/o Steve Webster
14701 St. Mary's Lane, Suite 800
Houston, TX 77079 16,443,548(5) 35.5% 31.6%
Loeb Partners Corporation(9)
c/o Bob Grubin
61 Broadway
New York, NY 10006 5,471,392 11.8% 10.5%
Deephaven Domestic Capital(9)
Management, c/o Colin Smith
130 Cheshire Lane, Suite 102
Minnetonka, MN 55305 2,562,140 5.5% 4.9%
Kinross Gold Corporation
40 King St. West
Toronto, ON Canada M5H 3Y2 6,311,640(6) 12.1% 12.1%
MMCAP International Inc. SPC
PO Box 32021 SMB
Grand Cayman
Cayman Islands, BWI 2,327,061 5.0% 4.5%
Steven A. Webster 16,820,195(7) 36.3% 32.3%
Christopher M. Harte 175,000 0.4% 0.3%
Christopher E. Herald 6,958,894(5)(8) 15.0% 13.4%
Mark E. Jones, III 6,246,626(5) 13.5% 12.0%
Brian Labadie 6,296,626(5) 13.6% 12.1%
F. Gardner Parker 200,000 0.4% 0.4%
Ronald Shorr 54,300 0.1% 0.1%
James R. Maronick 532,177 1.1% 1.0%
Walter H. Hunt 500,000 42.3% 1.0%
All directors and executive
officers as a group (nine persons) 19,568,940(7) 42.3% 37.5%
(footnotes on following page)
43
-------------------------
(1) Based upon information supplied to Crown by the shareholder, including
filings as required under section 13 and 16 of the Securities and Exchange
Act of 1934.
(2) This column reflects the ownership of the 46,287,953 shares outstanding
Crown common stock as of June 30, 2006, with the exception of Kinross,
whose totals include 5,800,000 shares from the potential conversion of the
Convertible Debenture. In addition there are 26,663 potentially issuable
shares from outstanding Crown warrants, however none of the warrants are
held by beneficial owners identified in the table.
(3) This column reflects the percentage ownership assuming outstanding shares
only, but includes the effect of the exercise of the Convertible Debenture
as on the percentage ownership of Kinross.
(4) This column reflects the percentage ownership assuming the exercise of the
Convertible Debenture and all warrants for cash, which would result in
52,114,616 shares of Crown common stock issued and outstanding.
(5) Includes 6,071,626 shares held by Solitario. The 6,071,626 shares held by
Solitario are subject to the control of the board of directors of
Solitario. The board consists of Christopher E. Herald, Mark E. Jones,
Leonard Harris, John Hainey, Steven Webster, and Brian Labadie.
(6) Includes 5,800,000 shares issuable upon conversion of the Convertible
Debenture.
(7) Includes 16,443,548 shares beneficially held by, or attributable to, Zoloto
Investors, LP, of which Mr. Webster is the sole member of the general
partner.
(8) Includes 1,528 shares owned by Mr. Herald's spouse, of which Mr. Herald
disclaims beneficial ownership. (9) Bob Grubin is a principal of Loeb
Partners Corporation. Colin Smith is the CEO of Deephaven Domestic Capital
Management.
The selected consolidated financial data should be read in conjunction
with "Crown's Management's Discussion and Analysis of Financial Condition and
Results of Operations" beginning on page 44 and the audited consolidated
financial statements and related notes thereto included with this Proxy
Statement/Prospectus.
--------------------------------------------------------------------------------
CROWN SELECTED HISTORICAL FINANCIAL INFORMATION
--------------------------------------------------------------------------------
The selected consolidated financial data set forth below as of and for
each of the five years in the period ended December 31, 2005, has been derived
from Crown's audited consolidated financial statements (not all of which
financial statements are included herein) prepared in accordance with U.S. GAAP.
The selected condensed consolidated financial data as of March 31, 2006 and the
three months ended March 31, 2006 and 2005 has been derived from the unaudited
condensed consolidated financial statements of Crown. In the opinion of the
management of Crown, these interim financial statements reflect all adjustments,
consisting of only normal recurring items, necessary to present fairly, in
accordance with accounting principles generally accepted in the United States,
the results for the interim periods presented. The results for the interim
period ended March 31, 2006, should not be considered indicative of the results
expected for the full fiscal year. The selected consolidated financial data
should be read in conjunction with Crown's Management's Discussion and Analysis
of Financial Condition and Results of Operations and the consolidated financial
statements of Crown and related notes thereto included elsewhere in this Proxy
Statement/Prospectus.
BALANCE SHEET DATA: As of March 31, As of December 31,
------------------------------------------------------------- -------------------------------------------------------------
(in thousands) 2006 2005 2004(1) 2003 2002 2001
---- ---- ----- ---- ---- ----
Total assets $ 40,997 $ 40,766 $ 39,440 $ 34,446 $ 29,644 $ 31,030
Current portion of long-term debt - - 45 49 70 18,302
Non-current portion of long-term debt (net) 8,610 8,534 - 353 5,037 107
Working capital (deficit) 788 983 1,006 2,082 793 (15,713)
Stockholders' equity 23,595 23,710 $ 18,462 $ 29,379 $ 19,159 $ 11,630
Three months ended
STATEMENT OF OPERATIONS DATA: March 31, Year ended December 31,
------------------------------------------------------------- -----------------------------------------------------------
(in thousands, except per share 2006 2005 2005 2004(1)(2) 2003 2002 2001
amounts) ---- ---- ---- ----- ---- ---- ----
Revenues and property sales $ - $ - $ - $ - $ - $ 171 $ 214
Net income (loss) $ (401) $ 2,088 $ (899) $ (7,119) $ (3,854) $ 2,091 $ (2,098)
Basic income (loss) per share(3) $ (0.01) $ 0.05 $ (0.02) $ (0.23) $ (0.59) $ 0.65 $ (0.72)
Diluted income (loss) per share(3) $ (0.01) $ (0.00) $ (0.02) $ (0.23) $ (0.59) $ 0.10 $ (0.72)
Cash dividends declared per share $ - $ - $ 0.21 $ - $ - $ - $ -
-------------------------
(1) As restated. See note 14 to the consolidated financial statements
includes elsewhere in this Proxy Statement/Prospectus.
(2) Until July 26, 2004, the results of Solitario are reflected under the
equity method of accounting. On July 26, 2004, Crown completed the
spin-off of Solitario to its shareholders. See Note 4 to the
consolidated financial statements included elsewhere in this Proxy
Statement/Prospectus.
(3) All per share amounts have been adjusted to account for the one-for-five
reverse split pursuant to the Plan of Reorganization in 2002.
44
--------------------------------------------------------------------------------
CROWN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
The following discussion should be read in conjunction with the
consolidated financial statements of Crown for the years ended December 31,
2005, 2004 and 2003, and the condensed consolidated interim financial statements
for the three months ended March 31, 2006 and 2005, included elsewhere in this
Proxy Statement/Prospectus. Crown's financial condition and results of
operations are not necessarily indicative of what may be expected in future
years.
As discussed in Note 14 to Crown's consolidated financial statements
included elsewhere in this Proxy Statement/Prospectus, the financial statements,
as of and for the year ended December 31, 2004, have been restated. In addition,
as discussed in Note 15, Crown's consolidated financial statements as of
December 31, 2005 have been retrospectively adjusted for the adoption of a new
accounting principle. The following discussion and analysis of Crown's financial
condition and results of operations gives effect to the restatement and the
retrospective adjustment.
BUSINESS OVERVIEW
Crown is a precious metals exploration and development company operating
in the western United States. Crown's principal expertise is in identifying
properties with promising mineral potential, acquiring these properties and
exploring them to an advanced stage. Crown's goal is to advance its mineral
properties, either on its own or through joint ventures, to the feasibility
study stage and thereafter to pursue their development, typically through a
joint venture with a partner that has expertise in mining operations. Crown has
in the past recognized, and expects in the future to recognize, revenues from
the option and sale of its mineral properties to joint venture partners and from
the sale of its share of metals produced from its mineral properties.
On November 20, 2003, Crown executed a definitive agreement to merge
with Kinross. The merger with Kinross is subject to the approval of two-thirds
of Crown's shareholders and customary closing conditions. Crown currently has no
source of recurring revenue and it anticipates any future recurring revenue
would only occur after the successful development of the Buckhorn Mountain
Project. The successful development of the Buckhorn Mountain Project is
dependent on several factors, many of which are beyond Crown's control. Crown
cannot provide any assurance that the merger with Kinross will be completed as
planned, or that it will be able to successfully permit and develop the Buckhorn
Mountain Project in the event the merger is not completed.
Crown's capitalized mineral property and mineral interests relate
entirely to its Buckhorn Mountain Project, located in the State of Washington.
Crown is currently developing the Buckhorn Mountain Project, which includes
permitting efforts to build and operate an underground mine and to truck the ore
extracted from the Buckhorn Mountain Project to the Kettle River mill, located
approximately 57 miles from the Buckhorn Mountain Project. Kinross owns the
Kettle River mill. As discussed below, in December 2003, Crown entered into a
toll-milling agreement with a wholly-owned subsidiary of Kinross to facilitate
the processing of the Buckhorn Mountain Project ore. As of December 31, 2005,
Crown's mineral reserves at the Buckhorn Mountain project, pursuant to a
feasibility study prepared by an independent mining consulting firm, are
3,075,000 tons of ore at a grade of 0.32 ounces of gold per ton, for a total
reserve of 991,000 ounces of gold. Virtually all of Crown's current and
near-term efforts are related to this development effort at the Buckhorn
Mountain Project as well as the completion of the merger with Kinross.
Since the announcement of the planned Kinross merger, Crown has
essentially limited its activities to permitting the Buckhorn Mountain Project
and general and administrative duties required to complete the planned merger.
However, Crown has historically derived its revenues principally from interest
income and the option and sale of property interests. Crown currently has
limited financial resources and, accordingly, is not engaged directly in any
significant exploration or development activity other than at its Buckhorn
Mountain Project. Crown's current objective is to complete the permitting
process for development of the Buckhorn Mountain Project in conjunction with
Kinross. Unless Crown is successful in these objectives, it is unlikely that it
will be in a position in the foreseeable future to pursue additional exploration
or development projects. Furthermore, in the event the merger
45
with Kinross is not completed, Crown will need significant additional financial
resources to develop the Buckhorn Mountain Project and it cannot provide
assurance that it will be able to obtain such financial resources. Crown
currently estimates the initial capital cost for the Buckhorn Mountain Project
will require approximately $32.6 million. Based upon its current business plan,
Crown estimates its current financial resources are sufficient to fund its
operations through the first quarter of 2007, excluding any additional funding
it would require to develop the Buckhorn Mountain Project, should the merger
with Kinross not be completed.
On July 26, 2004, Crown completed a spin-off of Solitario's shares to
its shareholders, whereby each Crown shareholder received 0.2169 shares of
Solitario common stock for each Crown share they owned. As part of the spin-off,
on July 26, 2004, Crown retained 998,306 shares of Solitario common stock (the
"Retained Shares") for the benefit of its warrant holders who will receive those
shares when the warrant holders exercise their warrants. Subsequent to the
spin-off, Crown distributed 962,302 Retained Shares upon the exercise of
warrants and at December 31, 2005, had 36,004 Retained Shares. Although Crown
claims no beneficial interest in the Retained Shares, it carries the investment
in the Retained Shares at fair value with changes in the fair value recorded in
the statement of operations. Crown has recorded an unexercised warrant liability
of $542,000, which includes $56,000 classified as a current liability for the
portion of the unexercised warrant liability which will be settled by the
Retained Shares to be distributed and $486,000 for the fair value of the
unexercised warrant liability which will be settled in shares of Crown common
stock, classified as non-current. Crown records any changes in the value of its
unexercised warrant liability in the statement of operations. See Note 7 to
Crown's consolidated financial statements included with this Proxy
Statement/Prospectus. During the years ended December 31, 2005 and 2004, Crown
recorded a gain on its investment in Retained Shares of $37,000 and $1,263,000,
respectively, and Crown recorded a loss on derivative instruments related to its
unexercised warrant liability of $205,000 and $3,475,000, respectively. On June
13, 2006, a warrant for 285,714 shares was exercised and Crown distributed an
additional 32,927 Retained Shares and has 3,077 Retained Shares at June 30,
2006. In addition, Crown retained 93 Solitario shares, from fractional shares,
which it intends to sell. After the disposition of the Solitario shares retained
for warrant holders and fractional shares, Crown will no longer own any shares
of Solitario.
On December 21, 2004, the Department of Interior-Bureau of Land
Management approved Crown's patent application on nine unpatented mining claims
and Crown received title to both the surface and mineral estate on approximately
154 acres of land. Crown now owns title to both the mineral and surface estate
covering the entire ore reserve.
RECENT FINANCING TRANSACTIONS
On June 13, 2006, a warrant holder exercised a warrant for 285,714
shares on a cash basis by paying Crown $214,000 and received 285,714 shares of
Crown common stock and 32,927 Retained Shares. At June 30, 2006, Crown has
warrants exercisable into 26,663 shares of Crown common stock and has 3,077
Retained Shares related to those warrants.
On February 24, 2006, Crown and Kinross amended the merger agreement to
(i) extend the date on which either party may terminate the Kinross merger
agreement if the merger contemplated therein has not closed (the "Termination
Date") from March 31, 2006 to December 31, 2006; (ii) removed the valuation
collar on the transaction; (iii) reduce the exchange ratio to 0.32 shares of
Kinross stock; and (iv) provide that if the merger is not completed by July 1,
2006 Kinross will loan Crown $2,000,000 in a three-year note with the proceeds
to be used to extinguish an existing third-party net smelter royalty at the
Buckhorn Mountain Project.
On July 26, 2005, Crown used the majority of the proceeds from the
Convertible Debenture to pay a dividend of $0.21 per share to shareholders of
record as of July 14, 2005 and recorded a $9,661,000 charge to additional
paid-in capital. The remaining proceeds of approximately $339,000 were used for
the payment of Buckhorn Mountain permitting costs and general corporate purposes
in support of the Buckhorn Mountain Project.
On June 20, 2005, Crown issued the Convertible Debenture which has a
term of five years, an interest rate of 4% payable annually with a provision to
delay the first two annual interest payments, at Crown's election. The
Convertible Debenture is convertible at Kinross' option any time after September
30, 2005 and prior to maturity into 5.8 million of Crown's shares of common
stock, plus shares of Crown common stock for any accrued interest. In the event
the Kinross merger agreement is terminated other than as a result of a default
by Crown, Crown shall have the right to convert all amounts due under the
Convertible Debenture by providing 30 days prior notice to Kinross. Any shares
issued upon conversion of the Convertible Debenture, or any portion thereof,
will be restricted stock. Crown recorded a beneficial conversion feature
discount of $1,624,000 to additional paid-in capital, representing the
difference between the market price of Crown common stock on June 20, 2005 of
$2.00 and the conversion price of $1.72 per share of Crown common stock. The
discount is being amortized as interest cost over the stated
46
term of the Convertible Debenture as interest cost. Crown capitalized interest
cost of $158,000 from amortization of the discount to development cost during
the year ended December 31, 2005. In addition, Crown recorded $211,000 of
interest on the Convertible Debenture for the year ended December 31, 2005,
which has also been capitalized to Buckhorn Mountain development costs.
On May 31, 2005, Crown and Kinross amended the merger agreement to (i)
extend the Termination Date from May 31, 2005 to March 31, 2006; (ii) increase
the exchange ratio to 0.34 shares; (iii) put a valuation collar on the
transaction whereby the maximum value of Kinross common shares to be issued to
Crown shareholders (excluding any Crown common shares held by Kinross) is $110.0
million and the minimum value is $77.5 million; (iv) provide that Kinross would
invest in a $10.0 million convertible debenture issued by Crown (the
"Convertible Debenture") on or before June 20, 2005; and (v) provide that if
Crown paid a dividend of up to $0.21 per share to its shareholders, Kinross
would reimburse Crown upon the payment of certain third-party invoices received
by Crown after June 1, 2005 for permitting and development of Crown's Buckhorn
Mountain Project. Crown is not required to repay Kinross for the amounts Kinross
has paid for third-party permitting and development costs under this amendment
under any circumstance. Crown capitalizes these third-party permitting and
development costs as they are for the benefit of the Buckhorn Mountain Project.
Crown records all amounts capitalized as additional paid-in capital and records
all accrued third-party invoices which have not yet been paid as either accounts
payable or accrued liabilities with an offsetting receivable in stockholders
equity. As a result of the May 31, 2005 amendment, as of December 31, 2005,
Crown recorded an increase in mineral properties of $2,418,000 for permitting
and other related costs on invoices received after June 1, 2005 to be paid by
Kinross which has been recorded as a capital contribution to paid-in capital.
Through December 31, 2005 Kinross has paid $1,930,000 of those costs and Crown
has recorded a receivable from Kinross of $488,000 as of December 31, 2005 in
stockholders' equity for the balance.
During 2005, warrant holders exercised warrants for 7,037,105 shares of
Crown common stock on a cashless basis and received 4,582,614 shares of Crown
common stock and 810,997 Retained Shares. During 2005, warrant holders exercised
warrants for 893,853 shares on a cash basis by paying Crown $670,000 and
received 893,953 shares of Crown common stock and 103,013 Retained Shares. As a
result of these exercises, during 2005, Crown reduced its investment in retained
shares of Solitario by $1,409,000 for the fair value of the Retained Shares
distributed on the date of exercise, credited stockholders' equity by
$11,135,000 for the fair value of the shares of Crown common stock issued and
reduced the unexercised warrant liability by the fair value of the warrants
exercised.
Concurrently with an amendment to the Kinross merger agreement, signed
on December 30, 2004, Crown agreed to sell to Kinross and Kinross agreed to
purchase from Crown 511,640 newly issued shares of Crown common stock at the
fair market value of the stock of $1.9545 per share or $1,000,000 in the
aggregate. The fair market value of the common stock was based upon the average
of the closing market price of a share of Crown common stock for the 20 days
prior to December 30, 2004, per the terms of the amendment. The closing of the
sale occurred on January 18, 2005. Crown used the proceeds of this offering to
pay for permitting costs related to its Buckhorn Mountain Project.
CORPORATE REORGANIZATION
On March 8, 2002, Crown filed a voluntary petition for protection under
Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy") in the United
States Bankruptcy Court for the District of Colorado (the "Court"). As part of
the Bankruptcy, Crown filed a Plan of Reorganization (the "Plan") and a
Disclosure Statement with the Court on March 25, 2002. On May 30, 2002, the
Court confirmed the Plan, which became effective on June 11, 2002 (the
"Effective Date"). As part of the Plan, Crown restructured its existing $15.0
million 5.75% Convertible Subordinated Debentures due August 2001 (the
"Debentures").
The restructuring was completed through an exchange of outstanding
Debentures, including any accrued interest thereon for the following
consideration: (i) issuance of $1,000,000 in cash; (ii) $2,000,000 in 10%
Convertible Secured Notes (the "Secured Notes") convertible into Crown common
shares at $0.35 per share; (iii) $4,000,000 of convertible unsecured
subordinated notes (the "Subordinated Notes") convertible into Crown common
stock at $0.75 per share; and (iv) warrants, which expire in October 2006 that
entitle the holders the right to purchase, in the aggregate, 5,714,285 shares of
Crown common stock at an exercise price of $0.75 per share. The interest on the
Secured Notes and Subordinated Notes was payable in cash or shares of Crown
common stock at the conversion price at Crown's election. In November 2003, all
Subordinated Notes were automatically converted into shares of Crown common
stock. In December 2003, substantially all Secured Notes were converted into
shares of
47
Crown common stock. In July 2005, Wells Fargo Bank, Minnesota (the "Disbursing
Agent") exercised warrants due to the unexchanged Debentures for 68,589 shares
on a cashless basis into 42,996 shares of Crown common stock.
In order to effect the Plan on the Effective Date, Crown entered into a
Custody and Disbursing Agreement with the Disbursing Agent as well as trust
indentures with Deutsche Bank Trust Company, Americas, as Trustee on the Secured
Notes and with Wells Fargo Bank Minnesota, N.A. as Trustee on the Subordinated
Notes. As of March 1, 2006, $180,000 in Debenture certificates have not been
presented. If all of these Debentures are presented, the Disbursing Agent will
distribute $12,000 in cash (plus the dividend paid to the Disbursing Agent on
behalf of unexchanged Debentures on July 26, 2005), 68,589 shares of Crown
common stock from the converted Secured Notes (plus accrued interest since June
11, 2002), 64,000 shares of Crown common stock from the converted Subordinated
Notes (plus accrued interest since June 11, 2002), and 42,996 shares of Crown
common stock from the exercise of warrants to acquire 68,589 shares of Crown
common stock which were exercised in July 2005. The Debenture holders have until
June 2007 to present their certificates to the Disbursing Agent, at which time
the Disbursing Agent will deliver to us any undistributed cash and Crown common
stock.
RESULTS OF OPERATIONS
LIMITED REVENUE SOURCES
Since the announcement of the planned Kinross merger, Crown has
essentially limited its activities to permitting the Buckhorn Mountain Project
and general and administrative duties required to complete the planned merger.
Crown currently has no source of recurring revenue and if the planned merger
with Kinross is not completed, Crown anticipates any future recurring revenue
would only occur after the successful development of the Buckhorn Mountain
Project. Crown's activities, primarily consisting of permitting the Buckhorn
Mountain Project, have not been materially affected by inflationary factors over
the last three years. The successful development of the Buckhorn Mountain
Project is dependent on several factors, many of which are beyond Crown's
control. Although Crown is in the late stages of the process of securing the
necessary permits for the development of the Buckhorn Mountain Project, Crown
cannot provide any assurance it will be successful in these efforts.
Crown has historically derived its revenues from the option and sale of
property interests, interest income and to a lesser extent from payments on
royalty interests and the sale of its share of gold produced on its properties.
Revenues from the option and sale of property interests have consisted of a
small number of relatively large transactions. Such transactions have occurred,
and in the future are likely to occur, if at all, at irregular intervals and
have a significant impact on operating results in the periods in which they
occur. In the past, Crown's exploration and development expenditures have
constituted the bulk of its activities.
THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2005
For the three months ended March 31, 2006, Crown had a net loss of
$401,000, or $0.01 per share, compared to net income of $2,088,000, or $0.05 per
share, for the three months ended March 31, 2005. The change from income in 2005
to a loss in 2006 is primarily due to the recognition of a gain on derivative
instrument of $2,243,000 during the three months ended March 31, 2005 compared
to the recognition of a net loss of $317,000 on derivative instrument in 2006.
In addition, Crown recorded a loss of $100,000 on its investment in Solitario
Resources Corporation during 2005 compared to a gain of $14,000 during 2006.
Each of these items is discussed in more detail below.
On July 1, 2004, as a result of declaring, as a dividend, the
distribution of 9,633,585 shares of Solitario common stock previously held by
Crown, the classification of Crown's outstanding warrants changed from an equity
derivative instrument to that of a liability derivative instrument in accordance
with SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." As a result, on July 1, 2004, Crown recorded an unexercised warrant
liability of $16,107,000 for the fair value of the securities to be delivered to
the warrant holders upon the exercise of their warrants, with a corresponding
charge to additional paid-in capital. All subsequent increases and decreases in
the fair value of the warrant are recorded in the statement of operations as
gain or loss on derivative
48
instruments. During the three months ended March 31, 2006, Crown recorded a loss
on derivative instrument of $327,000, related to the decrease in the fair value
of the unexercised warrants. This decrease was primarily related to an increase
in the underlying price of Crown common stock from $2.30 per share at December
31, 2005 to $3.30 per share at March 31, 2006, which in turn caused the fair
value of Crown's outstanding warrants, as determined by the Black-Scholes option
pricing model, to decrease by $317,000. Crown expects any future gains or losses
on derivative instruments recognized on unexercised warrant liability will be
significantly impacted by changes in the market price of shares of Crown common
stock and, to a lesser extent, by changes in the value of the Retained Shares.
Crown carries its investment in the Retained Shares at fair value with
changes in the fair value recorded in the statement of operations. During the
three months ended March 31, 2006, Crown recorded a gain of $14,000 on its
investment in the Retained Shares compared to a loss of $100,000 in the first
quarter 2005. The increase in the value of Crown's investment in the Retained
Shares relates to an increase in the quoted market price of Solitario shares to
CDN $2.25 per share at March 31, 2006 from CDN $1.81 per share at December 31,
2005. Future gains or losses on its investment in the Retained Shares will be
determined by changes in the quoted market price of Solitario common stock.
General and administrative expenses decreased to $138,000 during the
first quarter of 2006 compared to $144,000 during the first three months of 2006
primarily as a result of a decrease of Crown's activities pending the completion
of the merger with Kinross. Amounts charged to Solitario for management fees
during the first quarter of 2006 decreased to $86,000 from $102,000 in the first
three months of 2005 primarily as a result of decreased activity in Solitario.
Salaries and related benefit costs decreased to $170,000 in the first quarter of
2006 from $183,000 in 2005 primarily related to reduced personnel at the
Buckhorn Mountain Project. Legal and accounting fees of $23,000 during 2006 were
comparable to 2005 costs of $25,000. Other general and administrative costs,
including investor relations and corporate fees, were comparable during the
first quarter of 2006 and 2005. If Crown's pending merger with Kinross is not
completed, Crown expects the 2006 full-year general and administrative costs to
increase as a result of expected increased activity related to the ongoing
permitting at Buckhorn Mountain, which is currently being conducted by Kinross.
Crown recorded an income tax benefit of $38,000 during the three months
ended March 31, 2006 compared to an income tax benefit of $80,000 in the first
quarter of 2005. Deferred tax benefit and (expense) of $111,000 and $(763,000),
respectively, were not provided on the (loss) gain on derivative instrument -
unexercised Crown warrants of $(317,000) and $2,243,000, respectively, recorded
during the three months ended March 31, 2006 and 2005, which are not taxable for
tax purposes and are treated as a permanent difference for which no deferred tax
expense is provided. The remaining change in deferred taxes was related to the
level of pre-tax income in both periods. If Crown's pending merger with Kinross
is not completed, Crown anticipates offsetting any operating losses incurred in
2006 against its existing deferred tax liabilities at the statutory rate
resulting in a tax benefit.
YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004
For 2005, Crown had a net loss of $899,000 or $0.02 per basic and
diluted share, compared to a net loss of $7,119,000, or $0.23 per basic and
diluted share, respectively, in 2004. Crown recorded no revenue in 2005 or 2004.
The large net loss in 2004 is primarily a result of a $3,475,000 loss on
derivative instrument, offset by a $1,263,000 gain on Crown's investment in
Solitario, deferred income tax expense of $3,024,000, and other costs of
operations aggregating $1,883,000. During 2005, all of these items were
significantly reduced as discussed in more detail below.
On July 1, 2004, as a result of declaring, as a dividend, the
distribution of Crown's 9,633,585 shares of Solitario common stock, the
classification of Crown's warrants changed from an equity derivative instrument
to that of a liability derivative instrument in accordance with SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". As a result,
Crown recorded an unexercised warrant liability of $16,107,000 for the fair
value of the securities to be delivered to the warrant holders upon the exercise
of their warrants, with a corresponding charge to additional paid-in capital.
All subsequent increases and decreases in the fair value of the warrant are
recorded in the statement of operations as gain or loss on derivative
instruments. During the years ended December 31, 2005 and 2004, Crown recorded a
loss on derivative instrument of $205,000 and $3,475,000, respectively, related
to the increases in the fair value of the unexercised warrants.
49
On July 26, 2004, Crown completed a spin-off of Solitario's shares to
its shareholders, whereby each Crown shareholder received 0.2169 shares of
Solitario common stock for each Crown share they owned. As part of the spin-off,
on July 26, 2004, Crown retained 998,306 Retained Shares of Solitario shares for
the benefit of Crown's warrant holders who will receive those shares when the
warrant holders exercise their warrants. Subsequent to the spin-off, Crown
distributed 962,302 Retained Shares upon the exercise of warrants and at
December 31, 2005, had 36,004 Retained Shares. During the years ended December
31, 2005 and 2004, Crown recorded a gain of $37,000 and $1,263,000,
respectively, on its investment in retained shares of Solitario related to the
difference in the carrying cost of the Retained Shares on the date of the
spin-off and the fair value of the balance of the Retained Shares.
General and administrative expenses increased slightly to $1,034,000 in
2005 compared to $935,000 in 2004. Salary and bonus expense, including benefits
increased to $922,000 in 2005 compared to $759,000 in 2004 as a result of
increased salaries and director fees and bonuses paid as a result of the
continued delay in completing the Kinross merger. The increase in salaries and
bonus expense was mitigated by a modest increase in Crown's management fees
charged to Solitario to $423,000 in 2005 from $390,000 in 2004, which are
classified as an offset to Crown's general and administrative costs and by a
reduction in legal and accounting costs to $359,000 in 2005 from $455,000 in
2004. Other general and administrative costs, including shareholder and investor
relations costs, were comparable from 2004 to 2005.
Crown recorded other income of $60,000 during 2004. This was primarily
as a result of recording a gain of $70,000 on the sale of 1,000,000 shares of
Royal Standard Minerals common stock for proceeds of $241,000. There were no
similar transactions in 2005. As of December 31, 2005, Crown no longer held any
marketable equity securities and does not expect to record any gains or losses
from similar transactions in the future.
Variable option compensation expense of $518,000 was recorded in 2004
related to an increase in the vested intrinsic value of Crown's options
primarily as a result of the acceleration of vesting of its outstanding options
from 60% at December 31, 2003 to 100% just prior to the exercise of the options
during the third quarter of 2004. This was partially offset by a decrease in the
intrinsic value of each individual option due to a decrease in the underlying
market price of Crown common stock from $2.52 at December 31, 2003 to between
$1.85 on July 6, 2004 and $1.92 on July 12, 2004 when the vast majority of the
options were exercised. Under variable plan accounting, which initially resulted
from the re-pricing of existing options in 1999 and 1998, changes in the
intrinsic value of the stock options are charged (credited) to expense over the
service period (the vesting period) of the related options. All of Crown's
unexercised stock options were exercised during July 2004 and there was no
variable option compensation expense in 2005.
Crown's equity in loss of Solitario was $475,000 in 2004 compared to no
equity gain loss recorded in 2005. Crown completed a spin-off of Solitario on
July 26, 2004, as discussed above, and no longer had an equity interest in the
company after that date.
Crown recorded income tax benefit of $245,000 in 2005 versus an income
tax expense of $3,024,000 in 2004. The increase during 2004 in income tax
expense was primarily related to a $2,808,000 charge to deferred income tax in
connection with the taxable spin-off of Crown's interest in Solitario. In
addition, during 2004, deferred tax benefits of $116,000, were not provided on
$341,000, of non-deductible variable option compensation expense, related to
incentive stock options, recorded during the year ended December 31, 2004, which
are treated as a permanent difference and there were no similar items during
2005. In addition, deferred tax benefit of $70,000 and $1,182,000, respectively,
was not provided on the loss on derivative instrument - unexercised Crown
warrants of $205,000 and $3,475,000 recorded during the years ended December 31,
2005 and 2004, respectively, which are also treated as permanent differences.
Included in deferred tax expense at December 31, 2005 and 2004 is $82,000 and
$310,000, respectively, of other permanent differences related to certain
non-deductible interest expense paid in Crown common stock in its prior year tax
returns, and non-deductible losses related to certain Canadian subsidiaries.
During 2004, Crown recognized the tax gain on the disposal of its investment in
Royal Standard Minerals. The remaining change in tax expense and benefit from
the same period in the prior year was related to the level of pre-tax loss in
both periods. If Crown's pending merger with Kinross is not completed, Crown
anticipates offsetting any operating losses incurred in 2005 against its
existing deferred tax liabilities at the statutory rate resulting in a tax
benefit.
50
YEAR ENDED DECEMBER 31, 2004 COMPARED TO YEAR ENDED DECEMBER 31, 2003
For 2004, Crown had a net loss of $7,119,000 or $0.23 per basic and
diluted share, compared to a net loss of $3,854,000, or $0.59 per basic and
diluted share, respectively, in 2003. Crown recorded no revenue in 2004 or 2003.
The net loss in 2004 is primarily a result of a $3,475,000 loss on derivative
instrument, offset by a $1,263,000 gain on Crown's investment in Solitario,
deferred income tax expense of $3,024,000, and other costs of operations
aggregating $1,883,000. The net loss in 2003 is primarily a result of variable
option compensation expense of $3,126,000 and other costs of operations
aggregating $1,609,000, with an offsetting income tax benefit of $855,000. Each
of these items is discussed in more detail below.
On July 1, 2004, as a result of declaring, as a dividend, the
distribution of Crown's 9,633,585 shares of Solitario common stock, the
classification of Crown's warrants changed from an equity derivative instrument
to that of a liability derivative instrument in accordance with SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". As a result,
Crown recorded an unexercised warrant liability of $16,107,000 for the fair
value of the securities to be delivered to the warrant holders upon the exercise
of their warrants, with a corresponding charge to additional paid-in capital.
All subsequent increases and decreases in the fair value of the warrant are
recorded in the statement of operations as gain or loss on derivative
instruments. During the year ended December 31, 2004, Crown recorded a loss on
derivative instrument of $3,475,000, related to the increases in the fair value
of the unexercised warrants.
On July 26, 2004, Crown completed a spin-off of Solitario's shares to
its shareholders, whereby each Crown shareholder received 0.2169 shares of
Solitario common stock for each Crown share they owned. As part of the spin-off,
on July 26, 2004, Crown retained 998,306 Retained Shares of Solitario for the
benefit of Crown's warrant holders who will receive those shares when the
warrant holders exercise their warrants. During the year ended December 31,
2004, Crown distributed 48,923 Retained Shares upon the exercise of warrants and
at December 31, 2004, had 950,013 Retained Shares. During the year ended
December 31, 2004, Crown recorded a gain of $1,263,000 on its investment in
retained shares of Solitario related to the difference in the carrying cost of
the Retained Shares on the date of the spin-off of $214,000 and the fair value
of the balance of the Retained Shares at December 31, 2004.
General and administrative expenses decreased slightly to $935,000 in
2004 compared to $995,000 in 2003. Both years' costs reflect increased
professional services costs associated with the Kinross merger and a modest
increase in Crown's management fees charged to Solitario to $390,000 in 2004
from $351,000 in 2003, which are classified as an offset to Crown's general and
administrative costs. Legal and accounting costs were $455,000 in 2004 versus
$526,000 in 2003. Other general and administrative costs, including salaries and
other personnel related costs, were comparable from 2003 to 2004.
Crown recorded other income of $60,000 during 2004. This was primarily
as a result of recording a gain of $70,000 on the sale of 1,000,000 shares of
Royal Standard Minerals common stock for proceeds of $241,000. There were no
similar transactions in 2003. As of December 31, 2004, Crown no longer holds any
marketable equity securities and does not expect to record any gains or losses
from similar transactions in the future.
Variable option compensation expense decreased significantly to $518,000
in 2004 from $3,126,000 in 2003. The large expense in 2003 was primarily as a
result of an increase in the intrinsic value of stock options due to an increase
in the value of Crown common stock from $0.58 per share at December 31, 2002 to
$2.52 per share at December 31, 2003. The lower value in 2004 is primarily a
result of the decrease in the intrinsic value of the options due to a decrease
in the underlying market price of Crown common stock from $2.52 at December 31,
2003 to between $1.85 on July 6, 2004 and $1.92 on July 12, 2004 when the vast
majority of the options were exercised. This decrease was mitigated by the
acceleration of vesting of the options from 60% at December 31, 2003 to 100%
just prior to the exercise of the options during the third quarter of 2004.
Under variable plan accounting, which initially resulted from the re-pricing of
existing options in 1999 and 1998, changes in the intrinsic value of the stock
options are charged (credited) to expense over the service period (the vesting
period) of the related options. All of Crown's unexercised stock options were
exercised during July 2004.
51
Crown's equity in loss of Solitario was $475,000 in 2004, versus
$571,000 in 2003. The $96,000 improvement resulted from the fact that Crown
completed a spin-off of Solitario on July 26, 2004, as discussed above, and no
longer had an equity interest in the company after that date. Prior to July 26,
2004, Crown's loss in its equity-method investment reflected Solitario's
increased general and administrative costs as a result of Solitario's filing a
Form 10 registration statement during the first half of 2004 and increases in
Solitario's exploration expenses through July 26, 2004 were $667,000 compared to
$418,000 for the year ended December 31, 2003. Following the spin-off, the
shares of Solitario held by Crown are recorded as an investment at fair value in
Crown's financial statements.
Crown recorded income tax expense of $3,024,000 in 2004 versus an income
tax benefit of $855,000 in 2003. The increase in income tax expense was
primarily related to a $2,808,000 charge to deferred income tax in connection
with the taxable spin-off of Crown's interest in Solitario. Deferred tax
benefits of $116,000 and $865,000, respectively, were not provided on $341,000
and $2,545,000, respectively, of non-deductible variable option compensation
expense, related to incentive stock options, recorded during the years ended
December 31, 2004 and 2003, which is treated as a permanent difference. In
addition, deferred tax benefit of $1,182,000 was not provided on the loss on
derivative instrument - unexercised Crown warrants of $3,475,000 recorded during
the year ended December 31, 2004, which is also treated as a permanent
difference. Included in deferred tax expense at December 31, 2004 is $310,000 of
other permanent differences related to certain non-deductible interest expense
paid in Crown common stock in its prior year tax return, the recognition of tax
gain on the disposal of Crown's investment in Royal Standard Minerals and
non-deductible losses related to certain Canadian subsidiaries. The remaining
change in tax expense and benefit from the same period in the prior year was
related to the level of pre-tax loss in both periods. If Crown's pending merger
with Kinross is not completed, Crown anticipates offsetting any operating losses
incurred in 2005 against its existing deferred tax liabilities at the statutory
rate resulting in a tax benefit.
LIQUIDITY AND CAPITAL RESOURCES
Since the announcement of the planned Kinross merger, Crown has
essentially limited its activities to permitting the Buckhorn Mountain Project
and general and administrative duties required to complete the planned merger.
Due to the nature of the mining business, the acquisition, exploration and
development of mineral properties require significant expenditures prior to the
commencement of production. Crown has in the past financed its activities
through the sale of debt and equity securities, joint venture arrangements
(including project financing) and the sale of interests in its properties. To
the extent necessary, Crown expects to continue to use similar financing
techniques.
Crown's exploration and development activities and funding
opportunities, as well as those of its joint venture partners, may be materially
affected by gold price and mineral commodity levels and changes in those levels.
The market price of gold and mineral commodities is determined in world markets
and is affected by numerous factors, all of which are beyond Crown's control.
In order to obtain the necessary permits for the Buckhorn Mountain
Project, Crown funded the costs of preparing a Draft Supplemental Environmental
Impact Statement ("DSEIS") by the Department of Ecology of the State of
Washington (the "WDOE"). As of December 31, 2005, the WDOE had completed the
DSEIS and is preparing a Final Supplemental Environmental Impact Statement using
third-party contractors to assist with its review. The costs of the review by
the WDOE and any third-party contractors are billed to Crown by the WDOE on a
periodic basis. Crown has accrued liabilities of $400,000 primarily for these
costs at December 31, 2005, based on inquiries of the WDOE and third-party
contractors regarding unbilled fees for services rendered through December 31,
2005.
THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2005
Net cash used in operating activities increased to $246,000 in the first
three months of 2006 compared to $177,000 in the first three months of 2005. The
primary reason for the increase was the net reduction of accounts payable and
accrued expenses of $84,000 during the first three months of 2006 compared to a
net reduction in the
52
same accounts of $24,000 during the first quarter of 2005. Crown also increased
its prepaid expenses by $39,000 during the first quarter of 2006, which was
larger than the increase in prepaid expenses during 2005 of $21,000. If the
pending merger with Kinross is not completed, Crown expects cash used in
operating activities to increase from current levels as a result of a expected
increased activities related to general and administrative costs for legal and
accounting and other costs to assist in permitting the Buckhorn Mountain
Project.
Net cash used in investing activities decreased significantly to $23,000
in the first three months of 2006 compared to $1,164,000 during the first three
months of 2005 as a result of Crown's agreement with Kinross where Kinross paid
for the permitting costs at the Buckhorn Mountain Project during the first
quarter of 2006. During the first three months of 2006, Crown capitalized
$176,000 of non-cash interest costs in development of the Buckhorn Mountain
Project compared to $1,000 during the same period of 2005. There was no interest
paid in cash during the first quarter of 2006 or 2005. If the pending merger
with Kinross is not completed, Crown expects net cash used in investing
activities to increase compared to current levels as it will be responsible for
all of the permitting costs currently being paid by Kinross.
All interest costs, including non-cash interest costs, for the three
months ended March 31, 2006 and 2005 have been capitalized as part of Crown's
development of the Buckhorn Mountain Project. Crown capitalized interest costs
of $176,000 and $1,000 for the three months ended March 31, 2006 and 2005,
respectively. Interest costs increased significantly during the first quarter of
2006 compared to 2005 as a result of the issuance of the Convertible Debenture
to Kinross in June of 2005, discussed above. Crown accrued $100,000 of interest
cost on the Convertible Debenture and $76,000 of amortization of the beneficial
conversion feature recorded when Crown issued the Convertible Debenture. If the
pending merger with Kinross is not completed, Crown expects its ongoing interest
costs to be significantly reduced as it would convert the Convertible Debenture.
However upon conversion, any unamortized beneficial conversion feature discount
would be charged as interest cost at the time of conversion, and capitalized to
the Buckhorn Mountain Project.
Net cash provided by financing activities during the first three months
of 2005 was $1,000,000 from the issuance of 511,640 shares of Crown common stock
to Kinross in connection with the extension of the termination date of the
merger agreement to May 31, 2005.
Since the announcement of the planned Kinross merger, Crown has
essentially limited its activities to permitting the Buckhorn Mountain Project
and general and administrative duties required to complete the planned merger.
Due to the nature of the mining business, the acquisition, exploration and
development of mineral properties require significant expenditures prior to the
commencement of production. Crown has in the past financed its activities
through the sale of debt and equity securities, joint venture arrangements
(including project financing) and the sale of interests in its properties. To
the extent necessary, Crown would continue to use similar financing techniques.
YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004
Net cash used in operating activities decreased to $965,000 in 2005
compared to $1,137,000 in 2004. The primary reason for the decrease was a
reduction in the use of cash during 2005 to reduce accounts payable compared to
2004. During 2005, Crown used $19,000 in cash to reduce its accounts payable
balances compared to $117,000 during 2004. In addition, Crown reduced its
receivables by $16,000 during 2005 which generated cash compared to a use of
cash of $72,000 from an increase in its receivables during 2004. Crown also
recorded an increase in interest income during 2005 of $75,000 compared to
interest income of $24,000 during 2004. These reductions in cash used from
operations were partially offset by the increase in general and administrative
costs during 2005 compared to 2004. If the pending merger with Kinross is not
completed, Crown would expect its 2006 cash used in operating activities to be
comparable to 2005, as a result of expected comparable general and
administrative costs in 2005 compared to 2004.
Net cash used in investing activities increased to $1,891,000 in 2005
compared to $1,163,000 in 2004 as a result of significantly increased
development activities related to the Buckhorn Mountain Project. The
expenditures during 2005 and 2004 were primarily related to costs for permitting
paid to the State of Washington and third-party consultants for preparation and
review of the DEIS and the final EIS as well as other permitting costs. These
cash
53
additions during 2005 included costs of $464,000 that Kinross reimbursed Crown
for permitting costs (but exclude $1,466,000 of costs that Kinross directly paid
to third-party vendors for permitting costs during 2005) as a result of the
amendment to the merger agreement with Kinross discussed under recent
developments above. These increased payments were partially offset by a
reduction in capitalized interest paid in cash during 2005. Crown capitalized
interest paid in cash during 2004 of $183,000 compared to no capitalized
interest paid in cash during 2005 as discussed below. If the pending merger with
Kinross is not completed, Crown expects its future net expenditures at Buckhorn
Mountain to increase as the bulk of its costs during 2005 were either paid
directly by Kinross or reimbursed to Crown by Kinross.
All interest costs, including non-cash interest costs, for 2005 and 2004
have been capitalized as part of Crown's development of the Buckhorn Mountain
Project. Crown capitalized interest costs of $374,000 and $3,884,000 for 2005
and 2004, respectively. Interest costs decreased significantly during 2005
compared to 2004 as a result of the conversion of Crown senior notes during the
third quarter of 2004. Crown's capitalized interest cost during 2005 was related
to accretion of $5,000 of interest on its Keystone note, accrued interest of
$211,000 on its Convertible Debenture and $158,000 for amortization of its
beneficial conversion feature on its Convertible Debenture. Capitalized interest
costs for 2004 included the payment of $183,000 of interest paid in cash,
accretion of interest on Crown's Keystone note of $7,000, the amortization of
discounts of $193,000, the capitalization as interest cost of all remaining
senior note discounts upon conversion of the senior notes during July 2004 of
$3,104,000 and the capitalization of additional interest costs from the issuance
of Crown common shares as interest during the third quarter of 2004 of $397,000.
If the pending merger with Kinross is not completed during 2006, Crown would
expect its interest costs to increase compared to 2005 as a result of the
accrual of the stated interest of 4% on its Convertible Debenture plus the
amortization of the beneficial conversion, which is estimated to be
approximately $308,000 during 2006. However, should the Convertible Debenture be
converted by Kinross during 2006 interest costs would increase as the result of
a charge for any remaining balance in the beneficial conversion feature, which
has a balance of $1,466,000 at December 31, 2005, this increase would be
partially mitigated by any reduction in the stated interest on the Convertible
Debenture, which would no longer be accrued upon conversion.
Net cash provided by financing activities during 2005 included
$1,000,000 from the issuance of 511,640 shares of Crown common stock to Kinross
and the issuance of its $10,000,000 Convertible Debenture, both discussed above
under recent financing activities. The funds from the Convertible Debenture were
partially offset by Crown's distribution of a dividend to its shareholders of
$9,661,000 on July 26, 2005. Crown made payments of $50,000 on its Keystone note
in both 2005 and 2004. During 2005, Crown received $671,000 from the exercise of
warrants on a cash basis. Crown also received payments from Kinross for
reimbursements of permitting costs of $464,000 which are included in additional
paid-in capital as a result of the amendment to the merger agreement with
Kinross discussed above in recent financing activities. During 2004, Crown
received $1,355,000 from the exercise of options and $711,000 from the exercise
of warrants on a cash basis. If the pending merger with Kinross is not completed
by July 1, 2006, Kinross is obligated to loan Crown $2,000,000 which it will use
to acquire an existing net smelter royalty owed to Newmont at the Buckhorn
Mountain Project. This loan was made by Kinross on July 14, 2006, and Crown is
in the process of retiring the royalty obligation. Crown does not expect 2006 to
have any other significant cash provided from financing activities, as Crown
does not expect any other share or debt issuances or any exercises of options or
warrants.
YEAR ENDED DECEMBER 31, 2004 COMPARED TO YEAR ENDED DECEMBER 31, 2003
Net cash used in operating activities increased to $1,137,000 in 2004
from $813,000 in 2003. The increase was primarily related to a decrease in
Crown's accounts payable and other current liabilities (which used cash from
operations) of $247,000 as well as an increase in prepaid expenses and other
current assets of $126,000 as a result of the timing of payments for general and
administrative activities. This change in use of cash was partially mitigated by
reductions in general and administrative costs in 2004 compared to 2003 and an
increase in interest and other income in 2004 compared to 2003.
Net cash used in investing activities decreased to $1,163,000 in 2004
from $1,215,000 in 2003 as a result of the sale of marketable equity securities
for proceeds of $241,000 which was mitigated by a slight net increase in net
cash capital expenditures at the Buckhorn Mountain Project. During 2004, Crown
expended $2,095,000 on development of its Buckhorn Mountain Project compared to
$1,168,000 during 2003, however its accounts payable and accrued liabilities
related to capitalized costs increased by $876,000 from the end of 2003 to the
end of 2004.
54
The large increase in expenditures during 2004 was related to permitting and
other costs necessary to advance the project in preparation for the pending
merger with Kinross, however approximately $996,000 of these costs had not been
submitted to Crown by the WDOE and were included in accrued liabilities at
December 31, 2004, rather than being reflected as cash expenditures for
permitting for the Buckhorn Mountain Project during 2004.
All interest costs, including non-cash interest costs, for the three
years ended December 31, 2004 were capitalized as part of Crown's development of
the Buckhorn Mountain Project. Crown capitalized interest costs of $3,884,000,
$3,068,000, and $996,000 for the years ended December 31, 2004, 2003, and 2002,
respectively. Interest costs increased significantly to $3,884,000 in 2004 from
$3,068,000 in 2003, primarily as a result of interest cost of $3,105,000
capitalized upon conversion of Crown senior notes as well as additional interest
of $397,000 from the issuance of Crown common stock for interest upon the
conversion of the senior notes. Interest cost on Crown's debt obligations at the
stated rate in 2004 was $194,000 compared to $1,075,000 in 2003. Crown recorded
discount amortization charges (to capitalized interest) of $188,000 and
$1,352,000 in 2004 and 2003, respectively. Of the 2003 discount amortization
charges, $940,000 was recorded as the full amortization of all discounts
associated with the conversion and redemption of the outstanding Secured Notes.
As a result of fair value differences in relation to the issuance of Crown
common stock in satisfaction of accrued interest charges, increases of $397,000
and $628,000 were recorded to interest costs in 2004 and 2003, respectively.
Net cash provided from financing activities decreased to $2,016,000 in
2004 from $3,360,000 in 2003. The decrease is primarily related to the issuance
of $2,705,000 Subordinated B Notes in February 2003. No debt instruments were
issued during 2004. Cash provided by financing activities during 2004 is
primarily related to the exercise of stock options and warrants, which were
offset by a $50,000 cash payment on long-term debt. If the pending merger with
Kinross is not completed, Crown does not expect to have any significant cash
provided from financing activities in 2005, other than the $1,000,000 in
proceeds from the sale of shares to Kinross discussed above in Recent
Developments, as all notes have been converted and options exercised. As of
December 31, 2004, Crown had warrants outstanding which are exercisable for up
to 8,243,335 shares with an exercise price of $0.75 per share and which expire
in October 2006.
CONTRACTUAL OBLIGATIONS AND PLANNED EXPENDITURES
Crown has budgeted $950,000 for permitting and development expenditures
in 2006. Crown anticipates approximately $925,000 of these costs will be
reimbursed or paid directly by Kinross. The bulk of these costs will be for
completion of a Final Supplemental Environmental Impact Statement related to the
currently filed amended Plan of Operations for the Buckhorn Mountain Project.
Crown's current plan assumes the ores from the Buckhorn Mountain Project
will be trucked to Kinross' Kettle River Mill and will be processed in
accordance with the toll milling agreement with Kinross. The capital costs of
the Buckhorn Mountain Project, through initial production, are currently
estimated to be approximately $32.6 million, assuming the toll milling discussed
above. If the pending merger with Kinross is not completed, Crown will not have
sufficient resources to meet the permitting and development costs subsequent to
December 31, 2006 and will require significant new financial resources in order
to develop the Buckhorn Mountain Project, which may be in the form of a joint
venture, project or debt finance, or issuance of equity. There is no assurance
Crown will be able to obtain the necessary financial resources on acceptable
terms, if at all.
If the merger is not completed, Crown anticipates it will have
sufficient cash to fund its operations for the next 12 months. Crown anticipates
that the majority of the permitting activities will be completed by December 31,
2006 and any remaining permitting and development costs will be delayed until
Crown secures additional financing as discussed above.
55
Future contractual obligations and cash commitments at March 31, 2006
include the payment of: long-term debt, unpatented mining claim payments, and
operating leases, as follows
(in thousands) 2006 2007 2008 2009 2010+ TOTAL
------- ------- ------- ------- ------- -------
Convertible Debenture, including interest $ -- $ -- $ 1,200 $ 400 $10,400 $12,000
Unpatented mining claim payments((1)) 20 20 20 20 20 100
Asset retirement obligation -- -- -- -- 60 60
Operating leases 18 -- -- -- -- 18
------- ------- ------- ------- ------- -------
Total commitments $ 38 $ 20 $ 1,220 $ 420 $10,480 $12,178
======= ======= ======= ======= ======= =======
----------
(1) Assumes continued payment of mining claim payments on existing mineral
properties.
Cash and cash equivalents amounted to $1,380,000 at March 31, 2006.
These funds are generally invested in short-term interest-bearing deposits and
securities, pending investment in current and future projects. Working capital
at March 31, 2006 was $788,000.
OFF-BALANCE SHEET ARRANGEMENTS
As of March 31, 2006 and December 31, 2005, Crown had no off-balance
sheet arrangements.
RELATED PARTY TRANSACTIONS
As discussed in "Business Overview" and "Recent Financing Transactions"
above, Crown executed a definitive agreement entitled "Acquisition Agreement and
Agreement and Plan of Merger" with Kinross, whereby each of share of Crown
outstanding common stock would have been exchanged for 0.2911 shares of Kinross
common stock at closing, which has been subsequently amended to extend the
termination date to December 31, 2006 and increase to 0.32 the Kinross shares
exchanged for each share of Crown common stock. On January 18, 2005, Kinross
acquired 511,640 shares of Crown common stock for $1,000,000. On June 20, 2005,
Crown issued the $10,000,000 Convertible Debenture to Kinross. Crown recorded a
beneficial conversion feature discount of $1,624,000 to additional paid-in
capital, which is being amortized over the stated term of the Convertible
Debenture. Crown capitalized interest cost of $158,000 to its Buckhorn Mountain
Project from amortization of the beneficial conversion feature discount to
development cost during the year ended December 31, 2005 and $76,000 during the
quarter ended March 31, 2006. Crown accrued $211,000 of interest on the
Convertible Debenture for the year ended December 31, 2005 and $100,000 during
the quarter ended March 31, 2006, which was capitalized to its Buckhorn Mountain
Project. In addition as of March 31, 2006, Crown has recorded an increase in
mineral properties of $2,656,000 for permitting and other related costs on
invoices received after June 1, 2005 to be paid by Kinross, which has been
recorded as a capital contribution to paid-in capital. Through March 31, 2006,
Kinross has paid $2,217,000 of those costs and Crown has recorded a receivable
from Kinross of $439,000 as of March 31, 2006 in stockholders' equity for the
balance.
Crown provides management and technical services to Solitario under a
management and technical services agreement originally signed in April 1994 and
modified in April 1999, December 2000 and July 2002. Under the modified
agreement, Solitario reimburses Crown for direct out-of-pocket expenses; payment
of 25% of Crown's corporate administrative costs for executive and technical
salaries benefits and expenses, 50% of Crown's corporate administrative costs
for financial management and reporting salaries, benefits and expenses and 75%
of Crown's corporate administrative costs for investor relations salaries,
benefits and expenses. These allocations are based upon estimated time and
expenses spent by Crown's management and employees on Crown activities and
Solitario's activities. Management believes these allocations are reasonable and
the allocations are periodically reviewed by management and approved by Crown's
independent board members and by Solitario's independent board members.
Management service fees are billed monthly, due on receipt and are generally
paid within 30 days. Management service fees paid by Solitario were $423,000,
$390,000 and $351,000 for the years ended December 31, 2005, 2004 and 2003,
respectively, and $86,000 for the first quarter of 2006 and $102,000 for the
first quarter of 2005, which are recorded as a reduction to general and
administration costs.
56
On July 26, 2004, Crown completed a spin-off of Solitario's shares to
Crown shareholders, whereby each of Crown's shareholders received 0.2169 shares
of Solitario common stock for each Crown share they owned. As part of the
spin-off, on July 26, 2004, Crown retained 998,306 Retained Shares for the
benefit of its warrant holders who will receive those shares when the warrant
holders exercise their warrants. Subsequent to the spin-off, Crown distributed
962,302 Retained Shares upon the exercise of warrants and at March 31, 2006, had
36,004 Retained Shares. Crown carries its investment in Retained Shares at fair
value with changes in the fair value recorded in the statement of operations. At
December 31, 2005, Crown had an unexercised warrant liability of $542,000, which
included $56,000 as a current liability for the portion of the unexercised
warrant liability which will be settled by Retained Shares to be distributed and
$486,000 for the fair value of the unexercised warrant liability which will be
settled in shares of Crown common stock, classified as non-current, see Note 7
to the consolidated financial statements. During the years ended December 31,
2005 and 2004, Crown recorded a gain of $37,000 and $1,263,000, respectively, on
its investment in the Retained Shares. At March 31, 2006, Crown had an
unexercised warrant liability of $869,000, which includes $69,000 classified as
a current liability for the portion of the unexercised warrant liability which
will be settled by the Retained Shares to be distributed and $800,000 for the
fair value of the unexercised warrant liability which will be settled in shares
of Crown common stock, classified as non-current. During the three months ended
March 31, 2006 and 2005, Crown recorded a gain of $14,000 and a loss of
$100,000, respectively, on its investment in the Retained Shares. On June 13,
2006, a warrant for 285,714 shares was exercised and Crown distributed an
additional 32,927 Retained Shares and has 3,077 Retained Shares at June 30,
2006. In addition, Crown retained 93 Solitario shares, from fractional shares,
which Crown intends to sell. After the disposition of the Retained Shares and
fractional shares, Crown will no longer own any shares of Solitario.
Effective with the completion of the spin-off and assuming the
successful acquisition of Crown by Kinross, the Management Agreement will be
terminated and Solitario will be required to contract directly with Crown's
management or others and directly pay all of their own administrative expenses.
In the event that the Kinross transaction is not completed, Crown anticipates
that it would continue to operate under the Management Agreement with Solitario.
As of June 30, 2006, Solitario owns 6,071,626 of Crown common shares or
approximately 13.1% of Crown's outstanding shares.
Christopher E. Herald, Mark E. Jones, III, Steven Webster, and Brian
Labadie are directors of both Solitario and Crown. Christopher E. Herald, James
R. Maronick and Walter H. Hunt are officers of both Solitario and Crown. If the
transaction between Crown and Kinross is completed, Crown anticipates Mr.
Herald, Mr. Jones, Mr. Webster and Mr.Labadie will not be among Crown's
directors and Mr. Herald, Mr. Maronick and Mr. Hunt will not be Crown's
officers.
Crown entered into a Voting Agreement dated as of April 15, 2002 among
Zoloto Investors, LP ("Zoloto") and Solitario. Zoloto and Solitario are both
shareholders of Crown (the "Signing Shareholders"). Pursuant to the Voting
Agreement, Zoloto and Solitario agreed that each will vote its owned shares
during the term of the Voting Agreement for the election of three designees of
Zoloto and one designee of Solitario (the "Designee Directors") to the board of
directors of Crown. The Signing Shareholders agreed that any shares received by
either Signing Shareholder would be subject to the Voting Agreement during its
term and any successor, assignee or transferee of shares from either Signing
Shareholder would be subject to the terms of the Voting Agreement during its
term. The Voting Agreement terminated on June 25, 2006.
Solitario has entered into a stockholder and voting agreement with
Kinross, along with several of Crown's directors, executive officers, and
entities affiliated with these directors and officers (collectively the
"Signatories"), pursuant to which the Signatories agreed, among other things, to
convert any Senior Notes held by them to common shares prior to the record date
for the special meeting, to vote, or cause to be voted, all of the shares of
Crown common stock owned by them, as set forth in the stockholder and voting
agreement, as well as all shares of Crown common stock acquired by them, as set
forth in the stockholder and voting agreement, in favor of the approval of the
plan of merger, and against the acquisition of Crown by any person other than
Kinross. As of June 30, 2006, 18,639,640 shares of Crown common stock were
subject to the stockholder and voting agreement, representing approximately
40.3% of the outstanding shares of Crown common stock entitled to vote at the
Crown special meeting.
57
In October 2001, Solitario invested in two 10% convertible secured
promissory notes ("Senior Notes") totaling $1,000,000 of the $3,600,000 Senior
Notes issued by Crown. The proceeds from the first Senior Note (the "Solitario
Note") of $350,000 were delivered to Crown. The independent board members of
Crown and Solitario approved the transaction. Crown paid Solitario $50,000 in
cash as interest income under the Senior Notes for the year ended December 31,
2004. During the year ended December 31, 2003, Solitario received 228,677 in
shares of Crown common stock and $25,000 in cash as interest under the Senior
Notes. On July 14, 2004, Solitario converted its $1,000,000 face value of Crown
Senior Notes into 3,132,509 shares of Crown common stock, which included 75,367
shares issued for accrued interest through the date of conversion on the Senior
Notes.
As part of the investment in the Senior Notes, Solitario also received
two warrants. The first warrant gave Solitario the right to purchase 1,857,143
shares of Crown common stock for $0.75 through October 2006. The second warrant
gives Solitario the right to purchase 1,200,000 shares of Crown common stock at
$0.60 through October 2006. On July 12, 2004, Solitario exercised these two
Crown warrants on a cashless exercise basis per the terms of the warrants.
Solitario received a total of 1,973,626 shares of Crown common stock from the
exercise of these warrants.
CRITICAL ACCOUNTING ESTIMATES
MINERAL PROPERTIES, NET
All of Crown's capitalized costs included in Mineral Properties, net
relate to the Buckhorn Mountain Project, a mineral property with probable
reserves. These costs will be depleted using the units-of-production method over
the estimated life of the reserves. If there are insufficient reserves to use as
a basis for depleting such costs, they are written off as a mineral property
impairment in the period in which the determination is made. Interest costs are
capitalized on mineral properties under development. Interest is capitalized by
applying a weighted average interest rate, including the effect of any
discounts, to the average capitalized costs during a period, up to a maximum of
total interest costs incurred during the period. Crown capitalized all of its
interest costs of $374,000, $3,884,000, and $3,068,000 for the years ended
December 31, 2005, 2004 and 2003, respectively, and $176,000 and $1,000 for the
three months ended March 31, 2006 and 2005, respectively. At March 31, 2006, a
total of $18,319,000 of interest costs have been capitalized as mineral
properties, net, at the Buckhorn Mountain Project.
EXPLORATION, AMORTIZATION AND IMPAIRMENT
Crown expenses all exploration costs incurred on its mineral properties,
other than acquisition costs, prior to the establishment of proven or probable
reserves. Upon identifying proven or probable reserves, Crown capitalizes
substantially all costs incurred including drilling, permitting and development
as mineral property costs. Costs on mineral properties with proven or probable
reserves which support development of proven or probable reserves or which
expand existing proven or probable reserves are capitalized and amortized using
the units-of-production method over the estimated life of the reserves. Crown
regularly performs evaluations of its investment in mineral properties to assess
the recoverability and the residual value of its investments in these assets.
All long-lived assets are reviewed for impairment whenever events or
circumstances change which indicate the carrying amount of an asset may not be
recoverable, utilizing established guidelines based upon discounted future net
cash flows from the asset or upon the determination that certain exploration
properties do not have sufficient potential for economic mineralization. There
were no mineral interest impairments in the years ended December 31, 2005, 2004
or 2003 or in the three months ended March 31, 2006.
RESERVES
Crown's probable reserves are based on extensive drilling, sampling,
mine modeling and metallurgical testing from which economic feasibility has been
determined. The price sensitivity of reserves depends upon several factors
including grade, dilution due to waste, and ore type. The reserves are estimated
based on information available at the time the reserves are calculated. Recovery
rates vary depending on the metallurgical properties of each deposit and the
production process used. The reserve assumes the average recovery rate for the
deposit, which takes into account the processing methods scheduled to be used.
The cutoff grade, or lowest grade
58
of mineralized material considered economic to process, varies with material
type, metallurgical recoveries, and operating costs. The probable reserves
figures presented herein are estimates, and no assurance can be given that the
indicated levels of recovery of gold will be realized. Ounces of gold in the
probable reserves are prior to any losses during metallurgical treatment.
Reserve estimates may require revision based on actual production experience.
Market price fluctuations of gold, as well as increased production costs or
reduced recovery rates, could render probable reserves containing relatively
lower grades of mineralization uneconomic to exploit and might result in a
reduction of reserves. As discussed below, the ultimate recovery of Crown's
mineral reserves is dependent on obtaining necessary permits for the Buckhorn
Mountain Project.
GAIN AND LOSS ON DERIVATIVE INSTRUMENTS AND TRADING SECURITIES
On July 1, 2004 as a result of declaring, as a dividend, the
distribution of Crown's investment in 9,633,585 shares of Solitario, Crown's
warrants could be settled in both the Retained Shares and Crown's own common
stock. This required the change in the classification of Crown's warrants from
an equity derivative instrument to that of a liability derivative instrument,
pursuant to SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." Crown has recorded an unexercised warrant liability for the fair
value of the warrants using the Black-Scholes option-pricing model. The portion
of the unexercised warrant liability that will be settled in Crown common stock
is classified as non-current. Any subsequent changes in the fair value of the
securities to be issued or distributed upon the exercise of Crown's warrants are
recorded as a gain or loss in the statement of operations. In addition, as a
result of classifying the Retained Shares as a trading security in accordance
with SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," Crown records any gains or losses on the increase in the fair value
of its investment in Solitario based upon the fair value of the Retained Shares,
based upon quoted market prices, in the statement of operations.
The Black-Scholes option-pricing model utilizes certain assumptions
about the underlying securities to determine the fair value of Crown's
unexercised warrants. These assumptions include (i) the current quoted market
price of the underlying securities as an estimate of intrinsic value; (ii) an
estimate of the historical volatility of the underlying securities based upon
the closing market price for the securities over the last five years; (iii) a
risk-free interest rate based upon the current quoted interest rate for a
similar-term United States Treasury strip securities; and (iv) the estimated
life of the warrants based upon their current expiration date. Changes in these
factors could have a material impact on Crown's reported financial position, and
results of operations.
ENVIRONMENTAL, PERMITTING AND LEGAL
In July 2001, Crown became the sole owner of the Crown Jewel project and
renamed it the Buckhorn Mountain Project. Previously, the Crown Jewel Project
had been subject to a joint venture agreement between Crown and Battle Mountain.
Battle Mountain had proposed an open-pit mining operation with an on-site
processing facility. Battle Mountain's proposed open-pit Crown Jewel Project was
subjected to numerous permitting and legal challenges and delays. In January
2000, the Washington Pollution Control Hearings Board (the "PCHB") vacated the
previously granted 401 Water Quality Permit and certain water rights for the
Crown Jewel Project. Other permits previously granted to the Crown Jewel Project
have since lapsed and will have to be reacquired as part of the ongoing
permitting process.
As part of the analysis of the Buckhorn Mountain Project subsequent to
the January 2000 PCHB ruling, Crown retained Gochnour and Associates
("Gochnour") to review the required permits for a potential combination
underground/open-pit-mine design for the Buckhorn Mountain Project ore deposit.
Gochnour indicated this mine design would require conducting additional baseline
studies and collecting data for modeling to amend previously approved permits as
well as to obtain permits for activities that were not previously contemplated,
for example the underground mining effects on ground water. Gochnour indicated
the underground alternative would also require mitigation of environmental
impacts. The Gochnour report concluded the proposed mine design is legally
permittable.
During 2002, Crown began seeking regulatory approval and permits to
operate an exclusively underground mining operation at the Buckhorn Mountain
Project. In May 2003, Crown submitted its Initial Buckhorn Mountain Project Plan
of Operations with the USFS and the WDOE. The Initial Buckhorn Mountain Project
Plan of
59
Operations was deemed complete by the USFS in August 2003. This plan proposed a
processing facility seven miles from the mine that Crown would construct, own,
and operate. The ore would have been trucked from the mine to the mill. Crown
believed this development plan significantly reduced the environmental impacts
compared to the Crown Jewel open-pit mining plan proposed by Battle Mountain.
Subsequent to the signing of the toll milling agreement with Echo Bay
Minerals, Crown filed an Amended Buckhorn Mountain Plan of operations as
outlined in the SRK feasibility study that provides for trucking of ore from the
mine to the Kettle River processing facility owned by Echo Bay Minerals. This
new development plan further reduces environmental impacts in comparison to the
previous Buckhorn Mountain Project Plan of Operations by eliminating the need
for new milling and tailings disposal facilities. Prior to acquiring most
permits for construction and operation of the Buckhorn Mountain Project, a
Supplemental Environmental Impact Statement must be issued by the WDOE and an EA
by the USFS.
As a result of the Department of Interior-Bureau of Land Management
issuing the patents to Crown, the surface title was transferred from the USFS to
Crown. Subsequently, the USFS determined that it was unnecessary for it to
continue to be a co-lead agency in the permitting process. The WDOE is now the
sole lead agency for all permitting activities. The USFS is currently preparing
an Environmental Assessment (EA) for proposed activities that will occur on
federal land, including upgrading of existing access roads, the construction of
approximately 1.5 miles of new road, the installation and maintenance of water
quality monitoring wells and construction of a perimeter fence line. Crown
completed the work necessary for filing the Draft Supplemental Environmental
Impact Statement ("DSEIS") during the third quarter of 2005, and the DSEIS was
published on October 28, 2005 for public comment. Crown is currently assisting
the WDOE and the USFS in addressing public comments concerning the DSEIS and EA
as part of preparing the final SEIS and EA.
Although Crown is not aware of any laws or regulations which would be
violated by the mine design proposed in the SRK feasibility study, as
subsequently modified in the environmental review process, there will continue
to be uncertainty regarding Crown's ability to obtain the necessary permits from
the regulatory authorities in a timely manner, if ever.
Construction of the Buckhorn Mountain Project will not begin, if at all,
prior to the successful issuance of the remaining permits and resolution of the
potential future legal and administrative challenges. Potential delays due to
the appeals process, permit process or litigation are difficult to quantify.
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER
FINANCIAL REPORTING
DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are Crown's controls and other
procedures that are designed to ensure that information required to be disclosed
by Crown in the reports that it files or submits under the Securities Exchange
Act of 1934, as amended, is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission's rules and
forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by
Crown in the reports that it files under the Securities Exchange Act is
accumulated and communicated to Crown's management, including its principal
executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.
Crown has concluded that there were certain material weaknesses in its
disclosure controls and procedures that caused Crown's system of disclosure
controls and procedures to be ineffective as of March 31, 2006. These weaknesses
resulted in adjustments related to properly applying accounting principles
generally accepted in the United States of America to the accounting for (i)
deferred tax benefit related to its loss on derivative instrument -- unexercised
Crown warrants: (ii) deferred tax expense related to its spin-off of Solitario;
and (iii) additions to mineral properties on account for which payment had not
been made in Crown's statement of cash flows. The events that are the subject of
the restatements described in Note 14 to the annual consolidated financial
statements were the result of material weaknesses in Crown's disclosure controls
and procedures and its system of internal control over financial reporting,
discussed below.
60
INTERNAL CONTROL OVER FINANCIAL REPORTING
Internal control over financial reporting is defined as a process
designed by, or under the supervision of Crown's chief executive officer and
chief financial officer, and effected by Crown's board of directors, through the
audit committee, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. These
include procedures that (i) pertain to maintenance of records in reasonable
detail to accurately reflect transactions and disposition of assets; (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles and that receipts and expenditures are being made only in
accordance with authorizations of Crown's management and directors; and (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of Crown's assets that could have a
material effect on its financial statements.
Crown has performed a limited review of its system of internal controls
over financial reporting and noted certain deficiencies in these controls. These
deficiencies include lack of segregation of duties, limited capability to
interpret and apply United States generally accepted accounting principles, lack
of adequate documentation of Crown's system of internal controls, lack of formal
accounting policies and procedures and related documentation, deficiencies in
Crown's information technology systems and lack of a formal budgeting process.
STEPS TAKEN TO ADDRESS MATERIAL WEAKNESSES AND DEFICIENCIES AND INHERENT
LIMITATION
Crown has taken steps to address the above identified material
weaknesses and deficiencies, including (i) hiring of an outside accounting firm,
other than its independent public accounting firm to assist with preparation of
its quarterly and annual reports, (ii) instituting a plan to update its
accounting policies and procedures and budgeting processes, (iii) ongoing
training and education regarding United States generally accepted accounting
principles and Securities and Exchange Commission reporting and disclosure
requirements and (iv) an ongoing process to upgrade Crown's existing information
technology systems.
Crown's management believes that due to its nature and size, with only
six total employees, it may not be economically feasible to completely
eliminate and or mitigate all noted material weaknesses in disclosure controls
and procedures and all deficiencies in internal control over financial
reporting. Crown's management believes to do so would require the addition of
several high-level accounting and financial reporting staff or the engagement of
additional outside accounting and legal firms as well as the potential addition
of several administrative positions that it does not believe would make economic
sense for Crown's shareholders. Crown believes that its conclusions in this
regard are consistent with the proposed recommendations, reported in December
2005, of the Internal Controls Subcommittee to the Securities and Exchange
Commission's Advisory Committee on Smaller Public Companies. The existence of
these weaknesses and deficiencies potentially subjects Crown to additional risk
that there may be material misstatements in the future as a result of the
misapplication of United States generally accepted accounting principles or the
improper recording of Crown's accounts from the lack of segregation of duties.
INTEGRITY OF THE FINANCIAL INFORMATION
Crown's officers assure themselves of the integrity of financial
information by applying existing control procedures. For example, Crown's chief
financial officer reconciles general ledger balances to subsidiary ledgers or
supporting schedules for all significant accounts and also performs various
analytical procedures on financial information. Officers also hold informal
meetings to review and approve all financial information.
In addition, Crown's senior management consists of Mr. Herald, its CEO,
Mr. Maronick, its CFO and Mr. Hunt, its Vice President of Operations and the
entire company has only six employees. With such a small and (operationally)
efficient staff, Crown's management is in constant contact on a daily basis and
are intimately familiar with the contents of the financial information and the
related disclosures. Crown's senior management essentially creates the financial
information as opposed to having financial information "provided" to them as may
be the case with larger organizations. Furthermore, the total number of
transactions, for example checks drawn on
61
Crown's bank accounts and recorded journal entries to its accounting records,
rarely exceed 100 per month. Crown believes this gives it a natural advantage
over large organizations, but has its limitations, as discussed above, for
example with regard to internally available depth of knowledge in complex
accounting and reporting and the application of all United States generally
accepted accounting principles. Mr. Maronick has and will continue to regularly
attend ongoing professional training in these areas to stay up to date. Crown
intends to continue to utilize the outside accounting firm, discussed above (not
its independent public accounting firm), to assist in preparation of its
financial statements and disclosures. Crown believes these steps also provide
management with additional assurance regarding the integrity of its financial
information.
Crown's audit committee also reviews the financial information including
discussions with the outside accounting firm and its independent public
accounting firm. Management regularly discusses Crown's financial statements and
the annual and quarterly filings on Form 10-K and Form 10-Q with its outside
accounting firm and members of the audit committee to satisfy management
regarding the integrity of the financial information included in public filings
with the Securities and Exchange Commission.
Crown continues to strive to provide accurate and timely financial
information and take steps that, within reason for a firm of its size and within
the sensible economic benefit for its shareholders, give management the best
possible assurance of the integrity of Crown's financial information.
Accordingly, the combination of all of the above factors along with
Crown's existing disclosure controls and procedures and its systems of internal
control, including the implementation of the steps Crown has taken to mitigate
the above noted weaknesses and deficiencies, allow Crown's management to assure
themselves of the integrity of Crown's financial information.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain
Hybrid Financial Instruments--an amendment of FASB Statements No. 133 and 140"
("SFAS No. 155"). SFAS No. 155 resolves issues addressed in SFAS No. 133
Implementation Issue No. D1, "Application of Statement 133 to Beneficial
Interests in Securitized Financial Assets." SFAS No. 155 will become effective
for the first fiscal year after September 15, 2006. The impact of SFAS No. 155
will depend on the nature and extent of any new derivative instruments entered
into after the effective date. Crown has not yet determined what effect if any,
the adoption of SFAS No. 155 will have its financial position, results of
operations or cash flows.
In September 2005, the Emerging Issues Task Force reached a consensus on
Issue No. 05-8, "Income Tax Consequences of Issuing Convertible Debt with a
Beneficial Conversion Feature," ("EITF No. 05-8"). EITF No. 05-8 provides that
the issuance of convertible debt with a beneficial conversion feature results in
a tax/book basis difference that should be accounted for as a temporary
difference for purposes of applying FASB Statement No. 109, "Accounting for
Income Taxes." EITF No. 05-08 further provides that the recognition of deferred
taxes for the temporary difference should be recorded as an adjustment to
additional paid-in capital, and that the recognition of deferred taxes for this
temporary difference will not impact the income statement and the effective tax
rate. Crown adopted EITF No 05-8 on January 1, 2006, which requires
retrospective application in accordance with SFAS No. 154, as discussed below.
As a result of adoption of EITF No. 05-8, during the three months ended March
31, 2006, Crown recorded a deferred tax liability of $552,000, with a
corresponding charge to additional paid-in capital on a retrospective basis as
of December 31, 2005, related to the deferred tax effects for the temporary
book/tax difference on the $1,624,000 beneficial conversion feature recorded
upon the issuance of the Convertible Debenture. The amortization of interest
cost related to the beneficial conversion feature, and the adoption of EITF No
05-8, has had no effect on the statement of operations for the three months
ended March 31, 2006 or for the year ended December 31, 2005 as Crown
capitalized all interest costs, including interest for amortization of the
beneficial conversion feature. Accordingly, no retrospective adjustment is
necessary for results of operations, cash flows or retained earnings as a result
of the adoption of EITF 05-8. Upon the future recognition of the capitalized
interest related to the amortization of the beneficial conversion feature, Crown
will record an income tax benefit in the period of recognition. The Convertible
Debenture was not outstanding during the first quarter of 2005. Accordingly,
there was no capitalization of interest or deferred tax effects related to the
beneficial conversion feature during the first quarter of 2005.
62
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS No. 154") which replaces Accounting Principles Board Opinion
No. 20, "Accounting Changes" ("Opinion No. 20") and SFAS No. 3, "Reporting
Accounting Changes in Interim Financial Statements." SFAS No. 154 requires
retrospective to prior period application of changes in accounting principle,
unless it is impracticable to determine either the period-specific effects or
the cumulative effect of the change. SFAS No. 154 defines "retrospective
application" as the application of a different accounting principle to prior
accounting periods as if that principle had always been used or as the
adjustment of previously issued financial statements to reflect a change in the
reporting entity and SFAS No. 154 defines "restatement" as the revising of
previously issued financial statements to reflect the correction of an error.
SFAS No. 154 carries forward without change the guidance in Opinion No. 20 for
reporting the correction of an error in previously issued financial statements
and changes in accounting estimate. Crown adopted SFAS No. 154 on January 1,
2006. Other than the recognition of the deferred tax liability of $552,000 and
corresponding charge to additional paid-in capital as of December 31, 2005
required by EITF 05-8, discussed above, the adoption of SFAS No. 154 did not
have a material effect on Crown's financial position, results of operations or
cash flows.
In December 2004, the FASB issued a revision to SFAS No. 123, "Share
Based Payments" ("SFAS No. 123R") which establishes standards for the accounting
for transactions in which an entity exchanges its equity instruments for goods
or services. SFAS No. 123R requires public entities to measure the cost of
employee services received in exchange for an award of equity instruments based
upon the grant-date fair value of the award and that the cost be recognized over
the period during which an employee is required to provide service in exchange
for the award, which is generally the vesting period. The grant-date fair value
of employee share options and similar instruments will be measured using
option-pricing models adjusted for any unique characteristics of those
instruments. SFAS No. 123R eliminates the alternative to use Accounting
Principle Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB
No. 25") intrinsic value method of accounting that was provided in SFAS No. 123
"Share Based Payments" as originally issued. SFAS 123R is effective as of the
beginning of the first annual period that begins after June 15, 2005. On January
1, 2006 Crown adopted SFAS 123R and its adoption has not had any effect on
Crown's financial position or results of operations or cash flows as all of
Crown's outstanding options were exercised during 2004, there have been no
grants of new options since, and Crown has no outstanding options as of March
31, 2006.
In December 2004, the FASB issued SFAS No. 153, entitled "Exchanges of
Nonmonetary Assets, an amendment of APB Opinion No. 29" ("SFAS No. 153"). The
guidance of APB Opinion No. 29 is based upon the principle that exchanges of
nonmonetary assets should be measured based upon the fair value of the assets
exchanged. The guidance in Opinion No. 29 included certain exceptions to that
principle. SFAS 153 eliminates the exception for nonmonetary exchanges of
similar productive assets that do not have commercial substance. A nonmonetary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. SFAS 153 is
effective for nonmonetary asset exchanges occurring in fiscal periods beginning
after June 15, 2005. Crown adopted SFAS No. 153 during the third quarter of 2005
and its adoption has not had any effect on Crown's financial position or results
of operations or cash flows.
--------------------------------------------------------------------------------
DISCLOSURE ABOUT MARKET RISKS
--------------------------------------------------------------------------------
EQUITY PRICE RISKS
Crown has estimated that a hypothetical increase of 10% in the equity
price of its common stock will increase the fair value of its unexercised
warrant liability by $103,000 as of March 31, 2006. Crown has estimated that a
hypothetical decrease of 10% in the equity price of its common stock will
decrease the fair value of its unexercised warrant liability by $103,000 as of
March 31, 2006.
63
Crown has estimated that a hypothetical increase of 10% in the equity
price of Solitario common stock will increase the fair value of its investment
in Solitario by $7,000 as of March 31, 2006. Crown has estimated that a
hypothetical decrease of 10% in the equity price of Solitario common stock will
decrease the fair value of its investment in Solitario by $7,000 as of March 31,
2006.
INTEREST RATE RISKS
Crown has estimated that a hypothetical increase of 10% in the risk-free
interest rate used in its Black-Scholes option-pricing model will not have a
material impact on the value of its future earnings or the fair value of its
warrant liability.
Crown has no material interest rate risks related to its debt
instruments as of March 31, 2006, as the Convertible Debenture has a fixed
interest rate.
FLUCTUATIONS IN COMMODITY PRICES
Crown is also exposed to commodity price risks for changes in the price
of precious and base metals insofar as such changes may affect the economic
viability of its exploration and development projects. A change of 10% in the
price of gold, silver or zinc would not have had a material change in Crown's
assets, liabilities or net income. Given that Crown's feasibility study for the
Buckhorn Mountain Project utilized a gold price of $350 per ounce and that the
closing gold price on June 30, 2006, was $614 per ounce, a 10% change in the
price of gold would not require a revision of Crown's reported reserves, costs
or capitalized costs related to Buckhorn Mountain.
--------------------------------------------------------------------------------
BUSINESS OF KINROSS
--------------------------------------------------------------------------------
OVERVIEW
Kinross is principally engaged in the mining and processing of gold and,
as a by-product, silver ore and the exploration for, and the acquisition of,
gold bearing properties primarily in the Americas. The principal products of
Kinross are gold and silver produced in the form of dore that is shipped to
refineries for final processing.
Kinross' strategy is to increase shareholder value through increases in
precious metal reserves, production and long-term cash flow and earnings per
share. Kinross' strategy also consists of optimizing the performance and,
therefore, the value of existing operations, investing in quality exploration
and development projects and acquiring new potentially accreditive properties
and projects.
Kinross' operations and mineral reserves are impacted by changes in
metal prices. Gold traded above $375 per ounce in 2004 and above $400 per ounce
in 2005. Kinross used a gold price forecast of $400 per ounce at the end of 2005
and $350 at the end of 2004 to estimate mineral reserves.
Kinross' share of proven and probable reserves as at December 31, 2005,
was 24.7 million ounces of gold and 24.4 million ounces of silver.
THREE YEAR HISTORY
On January 31, 2003, Kinross acquired all of the outstanding common
shares of TVX and Echo Bay. This business combination was effected by way of
plan of arrangement under the Canada Business Corporations Act.
64
On August 28, 2003, Kinross issued 23.0 million common shares from its
treasury for gross proceeds of $152.5 million. The bulk of the net proceeds from
the offering were used to redeem outstanding 5.5% convertible unsecured
subordinated debentures. The principal amount of the convertible debentures was
$144.8 million. The debentures were redeemed on September 29, 2003. The
financial impact of the redemption is fully described in Notes 2 and 11 to the
consolidated financial statements.
During the fourth quarter of 2003, Kinross sold several of its equity
interests and portfolio investments which were considered non-strategic,
including investments in Minefinders Corporation Ltd., Pacific Rim Mining
Corporation, and Endeavour Mining Capital Corporation. Proceeds from the sale of
equity investments totaled $63.3 million. These transactions resulted in
after-tax gains amounting to $26.0 million which are included in the
consolidated statements of operations for the year as a component of the $29.5
million gain on disposal of assets.
On November 20, 2003, Kinross announced that it had executed a
definitive acquisition agreement with Crown Resources Corporation ("Crown")
whereby Kinross will acquire Crown and its wholly-owned Buckhorn gold deposit
located in north central Washington State, approximately 67 kilometers by road
from Kinross' Kettle River gold milling facility. On December 16, 2003, Crown
reported total proven and probable reserves, at a gold price of $350 per ounce,
for the Buckhorn Mountain Project of 2.79 million tonnes grading 11.1 grams of
gold per tonne containing 991,300 ounces of gold. Details of the reserves
disclosure for Crown's Buckhorn Mountain Project, including the assumptions and
qualifications relating thereto are available in a technical report prepared by
SRK Consulting dated December 2003, filed on SEDAR by Kinross (see
WWW.SEDAR.COM).
The current operating plan for the Buckhorn Mountain Project
contemplates the development of an underground mine and the shipping of ore to
the Kettle River mill. This development strategy addresses the major
environmental issues identified during prior permitting efforts. Kinross has a
strong environmental record and believes that by working diligently with
federal, state, and local agencies as well as other stakeholders, the permitting
process, initiated by Crown, can be successfully completed in a timely manner.
Under the terms of the agreement, as amended, the parties have agreed
that the shareholders of Crown will receive 0.32 of a Kinross common share for
each share of Crown common stock. The termination date of the definitive
acquisition agreement is December 31, 2006.
Kinross also purchased Crown common stock for $1.0 million and the $10.0
million Convertible Debenture from Crown. The Convertible Debenture is
convertible into 5.8 million shares of Crown common stock. In the event the
agreement is terminated, Crown shall have the right to convert all amounts due
under this Convertible Debenture by providing 30 days prior notice to Kinross.
Kinross has also agreed to loan Crown $2.0 million if the transaction is not
closed by July 1, 2006. This loan was made July 14, 2006 and will be used to buy
out the only existing net smelter return royalty from a third party covering the
ore body at the Buckhorn Mountain Project. The loan has a three year term and
bears interest at the published Wall Street Journal prime rate at the time of
borrowing plus 3%.
Assuming the entire outstanding Crown warrants and options are
converted, a total of approximately 14.7 million common shares of Kinross will
be issued upon the completion of the transaction.
In December 2004, Kinross replaced its existing $125.0 million credit
facility with a new three-year $200.0 million revolving credit facility. Kinross
used $105.0 million of the new facility to satisfy a portion of the $257.0
million cost to purchase the remaining 51% interest in the Paracatu mine. The
facility allowed for the limit to be increased to $300.0 million and allows for
up to 70% of the outstanding limit to be drawn in gold. In April 2005, the
outstanding limit was increased to $295.0 million and the maturity date extended
to April 30, 2008. A total of ten banks have participated in the facility.
Obligations under the facility are secured by the assets of the Fort Knox mine
as well as by the pledge of shares in various wholly owned subsidiaries.
65
On December 31, 2004, Kinross completed the purchase of a 51% interest
in Rio Paracatu Mineracao ("RPM"), the owner of the Morro do Ouro mine (also
known as Paracatu) in Brazil from Rio Tinto Plc. ("Rio Tinto"). The RPM gold
mine is located near Brasilia in the state of Minas Gerais, Brazil. It has been
in operation since 1987. As a result of this transaction, Kinross now owns 100%
of the property and is the operator. Kinross acquired its 49% interest in the
mine on January 31, 2003 when it merged with TVX. Consideration of $257.0
million was paid in cash on completion of the acquisition from Rio Tinto after
finalizing the working capital adjustment. Kinross financed the transaction with
a combination of cash and debt.
On January 25, 2005, Kinross informed employees and local government
officials that it would not proceed with the development of the Tsokol vein
located near the Kubaka mill. Omolon management is currently re-working their
mine plan based on this announcement. Should closure of the Kubaka operation
become the best alternative, this would take place only after completing the
mining and milling of the Birkachan open pit and Central Zone Kubaka underground
ore body, and the milling of the existing Kubaka stockpiles. This would provide
feed for the mill for approximately 12 months. Closure would take place over an
additional 12-month period. Development of the Birkachan deposit is still being
considered.
On January 27, 2005, Kinross and its joint venture partner High River
Gold Mines Ltd., announced that a decision has been made by the joint venture to
discontinue development at the New Britannia mine. Exploration efforts were
unable to define an extension of the ore body containing better grade and
thickness than was mined in mid-2004. New Britannia suspended mining and milling
operations in September 2004, and exploration of the potential extension in
December 2004. The mine was placed on care and maintenance.
On February 3, 2005, Kinross announced that following a lengthy review
of the manner in which it had accounted for goodwill in connection with the
business combination with TVX and Echo Bay, its financial statements and related
auditor's report for the year ended December 31, 2003 could no longer be relied
upon. In this connection, Kinross hired an independent firm of valuators to
provide evaluations of the acquired assets as of January 31, 2003, December 31,
2003 and December 31, 2004. As a result of the valuations and changed accounting
treatment, Kinross restated its 2003 audited financial statements and its 2003
and 2004 interim financial statements. See the notes to Kinross' audited
financial statements for the year ended December 31, 2004.
On March 23, 2005, Kinross announced the appointment of Tye Burt as
President and Chief Executive Officer of Kinross. Mr. Burt replaced Robert
Buchan who had announced his intention to step down in January 2005. See
"Directors and Officers - Tye W. Burt."
On November 30, 2005 Kinross announced that Deloitte & Touche LLP would
not stand for reappointment as auditors of Kinross for the 2005 financial term
and that the board of directors appointed KPMG LLP to act as auditors of Kinross
for the 2005 financial term.
On December 29, 2005, Kinross entered into a definitive agreement in
connection with the sale of its Aquarius gold property to St Andrew Goldfields
Ltd. in exchange for 100 million common shares of St Andrew and warrants to
acquire 25 million St Andrew common shares at a price of CDN $0.17 per share for
a period of 24 months. The transaction closed in May, 2006.
In March 2006, Kinross announced the appointment of Mr. Thomas M.
Boehlert as Executive Vice President and Chief Financial Officer of Kinross
effective April 7, 2006. See "Directors and Officers - Thomas M. Boehlert." In
April 2006, Kinross announced that Geoffrey P. Gold would join Kinross as Senior
Vice President and Chief Legal Officer on May 24, 2006.
On March 30, 2006, Kinross announced the adoption of a shareholders
rights plan. See "Description of Securities - Kinross Common Shares."
On May 4, 2006, Kinross announced the appointment of Mr. Tim Baker as
Executive Vice President and Chief Operating Officer effective June 15, 2006.
66
CORPORATE STRUCTURE
Kinross Gold Corporation was initially created in May 1993 by
amalgamation of CMP Resources Ltd. ("CMP Resources"), Plexus Resources
Corporation ("Plexus Resources"), and 1021105 Ontario Corp ("1021105"). In
December 2000, Kinross amalgamated with LT Acquisition Inc., in January 2005,
Kinross amalgamated with its wholly-owned subsidiary, TVX and in January 2006 it
amalgamated with its wholly-owned subsidiary, Echo Bay. Kinross is the
continuing entity resulting from these amalgamations. Kinross is governed by the
Business Corporations Act (Ontario) and its registered and principal offices are
located at Suite 5200, Scotia Plaza, 40 King Street West, Toronto, Ontario, M5H
3Y2.
Each of Kinross' mining operations is a separate business unit managed
by its vice president and general manager, who in turn, reports to the Chief
Operating Officer. Exploration activities, corporate financing, tax planning,
additional technical support services, hedging and acquisition strategies are
managed centrally. Kinross' risk management programs are subject to overview by
its Audit Committee and the Board of Directors.
A significant portion of Kinross' business is carried on through
subsidiaries. A chart showing the names of the significant subsidiaries of
Kinross and their respective jurisdictions of incorporation is set out below as
of January 1, 2006. All subsidiaries are 100% owned unless otherwise noted.
Unless otherwise indicated herein, the term "Kinross" includes, collectively,
all of the subsidiaries of Kinross.
[graph of corporate structure appears here]
67
OPERATIONS
Kinross is principally engaged in the exploration for, and acquisition,
development and operation of, gold-bearing properties. The material properties
of Kinross are as follows:
Property
Property Location Ownership
-------- -------- ---------
Fort Knox Mine(1) Fairbanks, Alaska, United States 100% (2)
Porcupine Joint Venture(3) Timmins, Ontario, Canada 49%
La Coipa(4) Chile 50%
Paracatu(5) Brazil 100%
Refugio Chile 50%
Round Mountain(6) Nevada, United States 50%
-------------------------
(1) The True North property is subject to various net smelter return royalties,
ranging from 3.5% to 5%.
(2) Kinross holds a 100% interest in the properties forming part of the Fort
Knox mine except for the Gil property in which Kinross holds an 80%
interest.
(3) The Porcupine Joint Venture was formed pursuant to an agreement with Placer
CLA dated July 1, 2002. In early 2006, Placer Dome was acquired by Barrick
Gold Corporation and on May 12, 2006 Goldcorp Inc. acquired Barrick's
interest. Goldcorp owns and operates interests in two mining properties:
the Hoyle Pond mine and the Dome mine. The Hoyle Pond mine is subject to
two tonnage based royalties for which no expenses were accrued in 2003. A
2% net smelter royalty is payable on production from the Preston, Paymaster
and Vedron properties.
(4) No royalties are applicable on gold and silver produced but an annual
preferred dividend of $1.8 million is payable.
(5) The Paracatu mine is subject to a royalty 0.33% of net sales, a mining tax
of 1% of net sales and a profits tax of 3% of net sales.
(6) The Round Mountain mine is subject to a net smelter returns royalty ranging
from 3.53% to 6.35%. Production is also subject to a gross revenue royalty
of 3.0%
In addition, Kinross holds a 98.1% interest in the Kubaka mine, situated
in Magadan Oblast, Russia, a 50% interest in the Crixas mine, situated in
Brazil, a 31.9% interest in the Musselwhite mine in Ontario, Canada, a 100%
interest in the Kettle River mine in Washington, United States, a 50% interest
in the New Britannia mine in Manitoba, Canada and other mining properties in
various stages of exploration, development, reclamation, and closure. Kinross'
principal product is gold and it also produces silver. In June 2006 Kinross
entered into a definitive agreement to sell its interest in the Lupin mine in
Nunavut Territory, Canada, subject to the satisfaction of closing conditions. In
June 2006, Kinross sold its interest in the Blanket mine located in Zimbabwe,
Africa.
EMPLOYEES
At December 31, 2005, Kinross and its subsidiaries employed over 4,000
persons. Kinross' employees in the United States and Canada are predominately
non-unionized. At the Porcupine Joint Venture a three-year Collective Bargaining
Agreement was ratified on November 1, 2005. Kinross considers its employee
relations to be good.
COMPETITIVE CONDITIONS
The precious metal mineral exploration and mining business is a
competitive business. Kinross competes with numerous other companies and
individuals in the search for and the acquisition of attractive precious metal
mineral properties. The ability of Kinross to replace or increase its mineral
reserves and resources in the future will depend not only on its ability to
develop its present properties, but also on its ability to select and acquire
suitable producing properties or prospects for precious metal development or
mineral exploration.
ENVIRONMENTAL PROTECTION
GENERAL
Kinross' exploration activities and mining and processing operations are
subject to the federal, state, provincial, regional and local environmental laws
and regulations in the jurisdictions in which Kinross' facilities are located,
such as (in the United States) the Clean Air Act; the Clean Water Act; the
Comprehensive Environmental
68
Response, Compensation and Liability Act ("CERCLA"); the Emergency Planning and
Community Right to Know Act; the Endangered Species Act; the Federal Land Policy
and Management Act; the National Environmental Policy Act; the Resource
Conservation and Recovery Act; and related state laws. Kinross is subject to
similar laws in other jurisdictions in which it operates. In all jurisdictions
in which Kinross operates, environmental licenses, permits and other regulatory
approvals are required in order to engage in exploration, mining and processing,
and mine closure activities. Regulatory approval of a detailed plan of
operations and a comprehensive environmental impact assessment is required prior
to initiating mining or processing activities or for any substantive change to
previously approved plans. In all jurisdictions in which Kinross operates,
specific statutory and regulatory requirements and standards must be met
throughout the life of the mining or processing operations in regard to air
quality, water quality, fisheries and wildlife protection, archaeological and
cultural resources, solid and hazardous waste management and disposal, the
management and transportation of hazardous chemicals, toxic substances, noise,
community right-to-know, land use, and reclamation. Kinross is currently in
compliance in all material respects with all applicable environmental laws and
regulations. Details and quantification of Kinross' reclamation and remediation
obligations are set out in Note 10 to the audited consolidated financial
statements of Kinross for the years ended December 31, 2005.
PERMITTING--BUCKHORN PROJECT
Development of the Buckhorn Mountain Project is subject to various
permitting requirements. A plan of operations was submitted to the governing
agencies in mid-2003 for review of the project proposal and preparation of
environmental documents as required by law as a prerequisite to any application
for the permits necessary for operation. The document builds in part on the
previous work developed by Battle Mountain Gold relating to the Buckhorn
Mountain Project (then known as the "Crown Jewel Project") and incorporates new
environmental studies related to the analysis of the current plan of operations.
The current plan of operations proposes an underground mining operation rather
than an open pit and includes the incorporation of the existing and approved
Kettle River Mill for the processing of the ore. These changes greatly simplify
the project description, environmental concerns, and associated technical
issues.
In addition to receiving agency approval on the plan of operations, the
Buckhorn Mountain Project must comply with other federal, state, and local laws
and regulations. In December 2004, the Department of Interior granted Crown
patents on nine unpatented mining claims covering the Buckhorn Mountain ore
deposit. The patents provided Crown title to both the mineral and surface rights
and resulted in the United States Forest Service ("USFS") withdrawing as co-lead
permitting agency. The WDOE is now the sole lead agency for permitting
activities.
The WDOE completed the work necessary for filing the draft Supplemental
Environmental Impact Statement ("SEIS") during the third quarter of 2005, and
the draft SEIS was published on October 28, 2005 for public comment. The USFS
issued a Preliminary Environmental Assessment and is currently preparing a Final
Environmental Assessment for a limited amount of proposed activities that will
occur on federal land, including upgrading of existing access roads, the
construction of approximately 1.5 miles of new road, the installation and
maintenance of water quality monitoring wells, an infiltration basin, and
construction of a perimeter fence line. The WDOE and the USFS are expected to
finalize the SEIS and Environmental Assessment around mid-2006.
Although all required environmental permits are expected to be issued
for the Buckhorn Mountain Project, significant public opposition to the Project
could result in delays, increased costs, or the inability to obtain one or more
necessary permits. However, most of the sensitive environmental issues
associated with the previous Battle Mountain Gold proposed mine plan are not
part of the current proposal, reducing, but not eliminating, the risk of delays
resulting from public opposition to the Project.
CERCLA ACTION
In 1998, Lassen Gold Mining Inc. (a subsidiary of Kinross) was
identified as a Potentially Responsible Party ("PRP") under the United States
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"),
42 U.S.C. ss.ss.9601 ET SEQ.; the Resource Conservation and Recovery Act, as
amended 42 U.S.C. ss.ss.6901 et seq.; and the California Hazardous Substances
Account Act, as amended, the California Health and
69
Safety Code ss.ss. 25300 ET SEQ., in connection with the PRC Patterson Superfund
Site. Kinross became a member of the Patterson Environmental Trust that funded
the site remediation. The total paid to the Trust by Kinross was $175,552. As
more PRPs were identified and became contributors to the Trust or participated
in funding remediation separately, the amount of funds held by the Trust
exceeded the financial obligation. In 2001, in accordance with a Cash-Out
Settlement Agreement, Kinross was refunded $152,308. Kinross may receive a
supplemental distribution when settlement is reached with the additional PRPs
and from accrued interest in the Trust escrow account. All remediation and
restoration activities have been completed at the PRC Patterson Superfund site.
Kinross no longer has any liability associated with the site.
Other than as disclosed above, Kinross is not a PRP in any other CERCLA
action.
OPERATIONS
Kinross' share of production in 2005 was derived from the mines in North
America (63%), South America (28%) and Russia (9%).
[map depicting worldwide location of Kinross' operations]
GOLD EQUIVALENT PRODUCTION (OUNCES)
The following table summarizes production by Kinross in the last three
years:
Years ended December 31,
-----------------------------------
2005 2004 2003
---- ---- ----
Gold equivalent production - ounces............................. 1,608,805 1,653,784 1,620,410
Gold sales - ounces (excluding equivalent accounted ounces)..... 1,575,267 1,585,109 1,541,577
Included in gold equivalent production is silver production converted
into gold production using a ratio of the average spot market prices of gold and
silver for the three comparative years. The ratios were 60.79:1 in 2005, 61.46:1
in 2004 and 74.79:1 in 2003.
70
The following table sets forth the gold equivalent production for
Kinross' interest in each of its operating assets during the last three years:
- YEARS ENDED DECEMBER 31,
--------------------------------------
2005 2004 2003
---------- ---------- ----------
North America:
Fort Knox 329,320 338,334 391,831
Round Mountain (1)(5) (373,947) (387,785) (364,271)
Porcupine Joint Venture (2) (183,976) (193,799) (223,960)
Musselwhite (1)(7) (79,916) (76,640) (64,978)
New Britannia (1)(5) -- (23,652) (31,627)
Kettle River 68,146 96,789 --
Lupin (3) -- (66,577) (56,008)
SOUTH AMERICA:
Paracatu (1)(6) (180,522) (92,356) (91,176)
Refugio (5) (30,580) (9,809) --
La Coipa (1)(5) (125,991) (150,887) (144,125)
Crixas (1)(5) (96,212) (93,540) (86,698)
OTHER OPERATIONS:
Kubaka (4) (140,195) (123,616) (164,006)
Other (8)(9) -- -- (1,730)
Total 1,608,805 1,653,784 1,620,410
========== ========== ==========
-------------------------
(1) 2003 production data is for the eleven months from February to December.
(2) Reflects Kinross' 49% ownership interest in the Porcupine Joint Venture.
(3) Lupin did not operate in 2005. 2004 production data is for the period March
1, 2004 to December 31, 2004. 2003 production data is for period January
31, 2003 to August 2003 when mining operations were suspended.
(4) Represents Kinross' 54.7% ownership interest to February 28, 2003, and a
98.1% interest thereafter.
(5) Represents Kinross' 50% ownership interest.
(6) Represents Kinross' 49% ownership interest until December 31, 2004 and 100%
thereafter.
(7) Represents Kinross' 31.9% ownership interest.
(8) Includes proportionate share of Denton-Rawhide and Andacollo production,
attributable to the ownership interest in Pacific Rim Mining Corp.
(formerly Dayton Mining Corporation) through December 2003, when the
ownership interest in Pacific Rim was sold.
(9) Includes the Blanket mine which was sold by Kinross in June 2006. Because
of the economic and political conditions and the negative impact of
inflationary pressures in Zimbabwe, the Blanket mine was written off in
2001. Kinross commenced cost accounting for this investment in 2002 and
ceased reporting its production in 2003.
71
MARKETING
Gold is a metal that is traded on world markets, with benchmark prices
generally based on the London market (London fix). Gold has two principal uses:
product fabrication and bullion investment. Fabricated gold has a wide variety
of end uses, including jewelry manufacture (the largest fabrication component),
electronics, dentistry, industrial and decorative uses, medals, medallions, and
official coins. Gold bullion is held primarily as a store of value and a
safeguard against the collapse of paper assets denominated in fiat currencies.
Kinross sells all of its refined gold to banks, bullion dealers, and refiners.
In 2005, sales to four customers totaled $183.8 million, $96.0 million, $93.2
million, and $71.8 million, respectively. In 2004, sales to four customers
totaled $190.2 million, $108.5 million and $98.5 million and $88.4 million,
respectively. In 2003, sales to three customers totaled $139.9 million, $121.4
million and $96.2 million, respectively. Due to the size of the bullion market
and the above ground inventory of bullion, activities by Kinross will generally
not influence gold prices. Kinross believes that the loss of any of these
customers would have no material adverse impact on Kinross because of the active
worldwide market for gold.
The following table sets forth for the years indicated the high and low
London Bullion Market afternoon fix prices for gold:
YEAR HIGH LOW AVERAGE
---- ---- --- -------
1998 $313.15 $273.40 $294.09
1999 $325.50 $252.80 $278.57
2000 $312.70 $263.80 $279.11
2001 $293.25 $255.95 $271.04
2002 $349.30 $277.75 $309.68
2003 $416.25 $319.90 $363.32
2004 $454.20 $375.00 $409.17
2005 $536.50 $411.10 $444.45
72
MINERAL RESERVES AND MINERAL RESOURCES
The following tables set forth the estimated mineral reserves and mineral
resources attributable to the interests held by Kinross for each of its
properties which contain mineral reserves:
------------------------------------------------------------------------------------------------------------------------------------
MINERAL RESERVE AND RESOURCE STATEMENT
PROVEN AND PROBABLE MINERAL RESERVES (1,3,5,6,7)
KINROSS GOLD CORPORATION'S SHARE AT DECEMBER 31, 2005
-----------------------------------------------------------------------------------------------------------------------------------
Property Location Kinross Proven Probable Proven and Probable
Interest Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces
(%) (x 1,000) (g/t) (x 1,000) (x 1,000) (g/t) (x 1,000) (x 1,000) (g/t) (x 1,000)
------------------------------------------------------------------------------------------------------------------------------------
GOLD
NORTH AMERICA
------------------------------------------------------------------------------------------------------------------------------------
Fort Knox USA 100.0% 43,902 0.63 890 38,270 0.86 1,063 82,172 0.74 1,953
------------------------------------------------------------------------------------------------------------------------------------
Round Mtn and area (14) USA 50.0% 42,649 0.77 1,056 82,364 0.48 1,282 125,012 0.58 2,338
------------------------------------------------------------------------------------------------------------------------------------
Porcupine JV (12) Canada 49.0% 10,693 1.33 457 20,255 1.84 1,196 30,949 1.66 1,653
------------------------------------------------------------------------------------------------------------------------------------
Musselwhite (11) Canada 31.9% 1,833 5.51 325 1,599 6.12 315 3,433 5.79 639
------------------------------------------------------------------------------------------------------------------------------------
Kettle River USA 100.0% 39 11.43 14 - - - 39 11.43 14
------------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 99,117 0.86 2,742 142,488 0.84 3,855 241,605 0.85 6,598
------------------------------------------------------------------------------------------------------------------------------------
SOUTH AMERICA
------------------------------------------------------------------------------------------------------------------------------------
Paracatu Brazil 100.0% 1,103,677 0.40 14,194 83,131 0.38 1,016 1,186,808 0.40 15,210
------------------------------------------------------------------------------------------------------------------------------------
La Coipa (12) Chile 50.0% 5,549 1.57 280 2,920 1.24 117 8,469 1.46 397
------------------------------------------------------------------------------------------------------------------------------------
Refugio Chile 50.0% 58,454 0.87 1,643 20,752 0.77 515 79,206 0.85 2,158
------------------------------------------------------------------------------------------------------------------------------------
Crixas (10) Brazil 50.0% 632 4.72 96 1,232 7.14 283 1,864 6.32 379
------------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 1,168,312 0.43 16,213 108,035 0.56 1,930 1,276,346 0.44 18,143
------------------------------------------------------------------------------------------------------------------------------------
ASIA
------------------------------------------------------------------------------------------------------------------------------------
Kubaka and area (16,17) Russia 98.1% 79 3.42 9 - - - 79 3.42 9
------------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 79 3.42 9 - - - 79 3.42
------------------------------------------------------------------------------------------------------------------------------------
TOTAL GOLD 1,267,508 0.47 18,964 250,522 0.72 5,785 1,518,030 0.51 24,749
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
MINERAL RESERVE AND RESOURCE STATEMENT
PROVEN AND PROBABLE MINERAL RESERVES (1,3,5,6,7)
KINROSS GOLD CORPORATION'S SHARE AT DECEMBER 31, 2005
------------------------------------------------------------------------------------------------------------------------------------
Property Location Kinross Proven Probable Proven and Probable
Interest Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces
(%) (x 1,000) (g/t) (x 1,000) (x 1,000) (g/t) (x 1,000) (x 1,000) (g/t) (x 1,000)
------------------------------------------------------------------------------------------------------------------------------------
SILVER
SOUTH AMERICA
------------------------------------------------------------------------------------------------------------------------------------
La Coipa (12) Chile 50.0% 5,549 (78.8) 14,056 2,920 110.1 10,334 8,469 89.6 24,389
------------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 5,549 78.8 14,056 2,920 110.1 10,334 8,469 89.6 24,389
-----------------------------------------------------------------------------------------------------------------------------------
ASIA
-----------------------------------------------------------------------------------------------------------------------------------
Kubaka and
area (16,17,19) Russia 98.1% 79 6.4 16 - - - 79 6.4 16
------------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 79 6.4 16 - - - 79 6.4 16
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
TOTAL SILVER 5,628 77.8 14,072 2,920 110.1 10,334 8,548 88.8 24,405
------------------------------------------------------------------------------------------------------------------------------------
ROUNDING DIFFERENCES MAY OCCUR.
73
CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES OF MEASURED AND
INDICATED RESOURCES
THIS SECTION USES THE TERMS "MEASURED" AND "INDICATED" RESOURCES.
UNITED STATES INVESTORS ARE ADVISED THAT WHILE THOSE TERMS ARE RECOGNIZED AND
REQUIRED BY CANADIAN REGULATIONS, THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION DOES NOT RECOGNIZE THEM. UNITED STATES INVESTORS ARE CAUTIONED NOT TO
ASSUME THAT ALL OR ANY PART OF MINERAL DEPOSITS IN THESE CATEGORIES WILL EVER BE
CONVERTED INTO PROVEN AND PROBABLE RESERVES OR RECOVERED.
------------------------------------------------------------------------------------------------------------------------------------
MINERAL RESERVE AND RESOURCE STATEMENT
MEASURED AND INDICATED MINERAL RESOURCES (EXCLUDES PROVEN AND PROBABLE RESERVES) (2,3,4,6,7,8)
KINROSS GOLD CORPORATION'S SHARE AT DECEMBER 31, 2005
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Property Location Kinross Measured Indicated Measured and Indicated
Interest Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces
(%) (x 1,000) (g/t) (x 1,000) (x 1,000) (g/t) (x 1,000) (x 1,000) (g/t) (x 1,000)
---------------------------------------------- --------------------------- --------------------------- -----------------------------
GOLD
NORTH AMERICA
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Fort Knox and area (13) USA 100.0% 4,582 0.75 110 44,280 0.59 838 48,862 0.60 948
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Round Mtn and area (14) USA 50.0% 5,992 0.64 124 10,071 0.53 172 16,062 0.57 295
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Porcupine JV (12,15) Canada 49.0% 1,077 3.68 127 8,238 2.51 666 9,315 2.65 793
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Musselwhite (11) Canada 31.9% 624 4.20 84 285 5.91 54 909 4.74 138
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Kettle River USA 100.0% - - - - - - - - -
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SUBTOTAL 12,274 1.13 445 62,873 0.86 1,730 75,147 0.90 2,175
---------------------------------------------- --------------------------- --------------------------- -----------------------------
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SOUTH AMERICA
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Paracatu Brazil 100.0% 89,784 0.27 771 5,540 0.38 68 95,324 0.27 839
---------------------------------------------- --------------------------- --------------------------- -----------------------------
La Coipa (12) Chile 50.0% 6,788 0.88 192 1,854 0.92 55 8,642 0.89 247
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Refugio Chile 50.0% 20,606 0.71 469 20,644 0.70 465 41,250 0.70 934
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Crixas (10,18) Brazil 50.0% 222 8.96 64 171 9.03 50 392 8.99 113
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Gurupi (9,20) Brazil 100.0% - - - 47,050 1.08 1,632 47,050 1.08 1,632
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SUBTOTAL 117,400 0.40 1,496 75,258 0.94 2,268 192,657 0.61 3,765
---------------------------------------------- --------------------------- --------------------------- -----------------------------
ASIA
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Kubaka and area (16,17) Russia 98.1% - - - 376 13.10 158 376 13.10 158
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SUBTOTAL - - - 376 13.10 158 376 13.10 158
---------------------------------------------- --------------------------- --------------------------- -----------------------------
TOTAL GOLD 129,674 0.47 1,941 138,507 0.93 4,156 268,180 0.71 6,098
---------------------------------------------- --------------------------- --------------------------- -----------------------------
------------------------------------------------------------------------------------------------------------------------------------
MINERAL RESERVE AND RESOURCE STATEMENT
MEASURED AND INDICATED MINERAL RESOURCES (EXCLUDES PROVEN AND PROBABLE RESERVES) (2,3,4,6,7,8)
KINROSS GOLD CORPORATION'S SHARE AT DECEMBER 31, 2005
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Property Location Kinross Measured Indicated Measured and Indicated
Interest Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces
(%) (x 1,000) (g/t) (x 1,000) (x 1,000) (g/t) (x 1,000) (x 1,000) (g/t) (x 1,000)
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SILVER
SOUTH AMERICA
---------------------------------------------- --------------------------- --------------------------- -----------------------------
La Coipa (12) Chile 50.0% 6,788 37.5 8,178 1,854 61.0 3,635 8,642 42.5 11,813
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SUBTOTAL 6,788 37.5 8,178 1,854 61.0 3,635 8,642 42.5 11,813
---------------------------------------------- --------------------------- --------------------------- -----------------------------
ASIA
---------------------------------------------- --------------------------- --------------------------- -----------------------------
Kubaka and area (17,19) Russia 98.1% - - - 376 14.3 173 376 14.3 173
---------------------------------------------- --------------------------- --------------------------- -----------------------------
SUBTOTAL - - - 376 14.3 173 376 14.3 173
---------------------------------------------- --------------------------- --------------------------- -----------------------------
TOTAL SILVER 6,788 37.5 8,178 2,229 53.1 3,808 9,017 41.3 11,986
---------------------------------------------- --------------------------- --------------------------- -----------------------------
NOTE: TOTALS MAY NOT ADD, DUE TO ROUNDING.
74
-------------------------
NOTES TO THE 2005 MINERAL RESERVE AND RESOURCE STATEMENT
(1) Unless otherwise noted, Kinross' reserves are estimated using
appropriate cut-off grades derived from an assumed gold price of US$ 400
per oz, and a silver price of US$ 6.00 per oz. Reserves are estimated using
current and/or projected process recoveries, operating costs and mine plans
that are unique to each property and include estimated allowances for
dilution and mining recovery. Reserves are estimated based on the following
foreign exchange rates:
CAD$ to US$ - 1.25
Rubles to US$ - 29.00
Chilean Peso to US$ - 575.00
Brazilian Reais to US$ - 2.65
(2) Unless otherwise noted, Kinross' resources are estimated using appropriate
cut-off grades derived at a gold price of US$ 450 per oz, a silver price of
US$ 7.00 per oz and the following foreign exchange rates:
CAD$ to US$ - 1.25
Rubles to US$ - 29.00
Chilean Peso to US$ - 575.00
Brazilian Reais to US$ - 2.65
(3) Kinross' reserves and resources as at December 31, 2005 are classified in
accordance with the Canadian Institute of Mining Metallurgy and Petroleum's
"CIM Standards on Mineral Resources and Reserves, Definition and
Guidelines" as per Canadian Securities Administrator's National Instrument
43-101 ("the Instrument") requirements.
(4) CAUTIONARY NOTE TO US INVESTORS CONCERNING ESTIMATES OF MEASURED, INDICATED
AND INFERRED RESOURCES.
US Investors are advised that use of the terms "measured resource",
"indicated resource" and "inferred resource" are recognized and required by
Canadian Securities regulations. These terms are not recognized by the U.S.
Securities and Exchange Commission. U.S. INVESTORS ARE CAUTIONED NOT TO
ASSUME THAT ALL OR ANY PART OF MINERAL DEPOSITS IN THESE CATEGORIES WILL
EVER BE CONVERTED INTO RESERVES OR RECOVERED.
(5) The mineral reserves presented herein comply with the reserve categories of
Industry Guide 7 applied in the United States by the Securities and
Exchange Commission.
(6) Mineral resource and reserve estimates were prepared under the supervision
of Mr. Rod Cooper, P. Eng, who was an officer of Kinross, and is a
qualified person as defined by Canada's National Instrument 43-101. Mr. Wes
Hanson, P. Geo, was the qualified person who supervised the preparation of
the technical reports relating to the Paracatu and Round Mountain
properties. Mr. Hanson is an officer of Kinross.
(7) Kinross' normal data verification procedures have been used in collecting,
compiling, interpreting and processing the data used to estimate reserves
and resources. Independent data verification has not been performed.
(8) Resources, unlike reserves, do not have demonstrated economic viability.
(9) Undeveloped property, development assumes successful permitting allowing
mining operations to be conducted.
(10) Operated by AngloGold Ltd and assumes the following foreign exchange rate
RESERVES AND RESOURCES:
Brazilian Reais to US$ - 2.50
(11) Operated by Placer Dome Inc. and assumes the following foreign exchange
rate: CAD$ to US$ - 1.25
(12) Operated by Placer Dome Inc. and assumes the following foreign exchange
rates:
RESERVES:
CAD$ to US$ - 1.30;
Chilean Peso to US$ - 600.00
RESOURCES:
CAD$ to US$ - 1.22;
Chilean Peso to US$ - 600.00
(13) Includes mineral resources from the undeveloped Gil deposit in which
Kinross holds an 80% interest.
(14) Includes mineral reserves and resources from the undeveloped Gold Hill
deposit, exploitation of which is dependent on successful permitting.
(15) Includes mineral resources from undeveloped properties, exploitation of
which is dependent on successful permitting.
(16) Includes mineral reserves and mineral resources from the Birkachan deposit.
Open pit and underground mining at Birkachan will require successful
permitting.
(17) Includes mineral resources from the undeveloped Tsokol deposit,
exploitation of which is dependent on successful permitting.
(18) Mineral resources reported at a gold price of US $475 per ounce.
(19) Mineral reserves reported at a silver price of US $6.50 per ounce, mineral
resources reported at a silver price of US $7.50 per ounce.
(20) Mineral resources estimated assuming a foreign exchange rate of 3.00
Brazilian Reais per US $1.00.
(21) In addition to the reported measured and indicated resources estimated at a
gold price of $450, inferred resources total 92,490,000 tonnes at an
average grade of 0.98 grams per tonne gold. Inferred silver resources total
491,000 tonnes at an average grade of 49.9 grams per tonne using a $7.00
silver price.
(22) In light of the economic and political conditions and the negative impact
of inflationary cost pressures in Zimbabwe, the Blanket mine was written
down in 2001 and Kinross discontinued consolidation of the results of this
operation in 2002. However, the mine did report proven and probable
reserves at December 31, 2005, estimated at a gold price of $400 per ounce,
of 3,223,000 tonnes at an average grade of 4.24 grams per tonne or 439,600
ounces of gold. Measured and Indicated resources, estimated at a gold price
of $450 per ounce, totaled 431,000 tonnes at an average grade of 4.08 grams
per tonne or 56,500 ounces of gold. Blanket also had 2,064,000 tonnes of
Inferred resource at an average grade of 6.31 grams per tonne. Kinross
sold its interest in the Blanket mine in June 2006.
75
The following table summarizes the assumptions used in calculating mineral
resources and reserves, including average process recovery, cut off grade
assumptions, the foreign exchange rate into U.S. dollars, total cost per ounce,
and reserve drill spacing.
RESERVE DRILL SPACING
PROPERTY AVERAGE AVERAGE FOREIGN UNIT --------------------------
PROCESS GOLD CUTOFF EXCHANGE RATES COST PROVEN PROBABLE
RECOVERY (%) GRADE(S) (GPT) (PER U.S. $) (U.S. $/TONNE) (M) (M)
----------------------------------------------------------------------------------------------------------------------------------
GOLD
Fort Knox and area 87.30% 0.43 - $ 4.59 30.5 61.0
Round Mountain and area 16.0% to 85.0% 0.21 to 0.90 - $ 0.75 to $3.98 15.2 30.5
Porcupine Joint Venture 87.6% to 90.6% 0.65 to 8.85 1.30 $8.12 to $82.07 7.6 48.8
Musselwhite 95.00% 3.70 1.25 $ 56.46 50.0 50.0
Kettle River 87.90% 6.35 - $ 68.22 22.9 22.9
Paracatu (Brasilia) 79.70% 0.21 2.65 $ 2.63 100.0 150.0
La Coipa 71.9% to 87.5% 0.45 to 0.92 600.00 $ 9.61 - $11.76 25.0 50.0
Refugio 53 to 85% 0.35 to 0.62 575.00 $ 4.70 - $7.08 30.0 60.0
Crixas 90.0% to 96.7% 1.91 to 2.63 2.50 $20.46 - $29.83 25.0 50.0
Kubaka and area* 97.50% 2.32 29.00 $ 24.79 - -
SILVER
La Coipa 45.3% to 71.7% 28.0 to 58.4 600.00 $9.61 - $11.76 25.0 50.0
* Remaining reserves at Kubaka are in stockpiles
Reserve reconciliation is shown in the following table:
GOLD RESERVES
2004 RESERVES Reserve Growth 2005 RESERVES
@$U.S. 350/oz Production Depletion or Depletion @$U.S. 400/oz
Mining Operation (ozs Au x 1,000) (ozs Au x 1,000) (ozs. Au x 1,000) (ozs Au x 1,000)
\-------------------------------------------------------------------------------------------------------------------------------
Fort Knox 2,858 (389) (517) 1,953
Kubaka 258 (91) (158) 9
Refugio 1,717 (87) 528 2,158
Round Mountain 1,475 (407) 1,270 2,338
Kettle River 54 (45) 5 14
Porcupine Joint Venture 1,685 (193) 161 1,653
Musselwhite 607 (85) 117 639
La Coipa 506 (99) (10) 397
Crixas 432 (99) 46 379
Paracatu (Brasilia) 8,463 (244) 6,991 15,210
\-------------------------------------------------------------------------------------------------------------------------------
TOTAL 18,055 (1,737) 8,432 24,749
================================================================================================================================
SILVER RESERVES
2004 RESERVES 2005 RESERVES
@$U.S. 5.50/oz Production Depletion Reserve Depletion @$U.S. 6.00/oz
Mining Operation (ozs Au x 1,000) (ozs Au x 1,000) (ozs. Au x 1,000) (ozs Au x 1,000)
--------------------------------------------------------------------------------------------------------------------------------
La Coipa 32,480 (4,705) (3,387) 24,389
Kubaka 368 (180) (173) 16
--------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 32,848 (4,885) (3,560) 24,405
================================================================================================================================
NOTE: TOTALS MAY NOT ADD, DUE TO ROUNDING.
76
The following table reflects proven reserves attributable to Kinross'
ownership interest in the indicated mines contained in stockpiles:
-------------------------------------------------------------------------------------------------------------------
KINROSS PROVEN
Interest Tonnes Grade Ounces
Property Location (%) (000s) (gpt) (000s)
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
GOLD
-------------------------------------------------------------------------------------------------------------------
Fort Knox USA 100.00% 27,456 0.46 402
-------------------------------------------------------------------------------------------------------------------
Round Mountain USA 50.00% 19,131 0.46 286
-------------------------------------------------------------------------------------------------------------------
Porcupine Joint Venture Canada 49.00% 7,419 0.91 216
-------------------------------------------------------------------------------------------------------------------
Musselwhite Canada 31.90% 19 2.31 2
-------------------------------------------------------------------------------------------------------------------
Kettle River USA 100.00% 1 8.33 -
-------------------------------------------------------------------------------------------------------------------
Crixas Brazil 50.00% 43 6.97 10
-------------------------------------------------------------------------------------------------------------------
Paracatu Brazil 100.00% 602 0.43 8
-------------------------------------------------------------------------------------------------------------------
Kubaka Russia 98.10% 79 3.42 9
-------------------------------------------------------------------------------------------------------------------
La Coipa Chile 50.00% 1,403 0.68 31
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
SILVER
-------------------------------------------------------------------------------------------------------------------
Kubaka Russia 98.10% 79 6.4 16
-------------------------------------------------------------------------------------------------------------------
La Coipa Chile 50.00% 1,403 43.9 1,980
-------------------------------------------------------------------------------------------------------------------
77
MATERIAL PROPERTIES
FORT KNOX MINE AND AREA, ALASKA
Kinross is the owner of the Fort Knox mine located in Fairbanks North
Star Borough, Alaska. The Fort Knox mine includes the main Fort Knox open pit
mine, mill, and tailings storage facility, and an 80% ownership interest in the
Gil property that is subject to a joint venture agreement with Teryl Resources
Corp ("Teryl"), and the True North open pit mine (which is now currently
suspended). Kinross' ownership interest in the Fort Knox mine was acquired as a
result of the acquisition of Kinam on June 1, 1998. The Fort Knox property has
been pledged as security against Kinross' syndicated credit facility.
Detailed financial production and operational information for the Fort
Knox mine is available in Kinross' Management's Discussion and Analysis of
Financial Condition and Results of Operations" starting on page 143.
PROPERTY DESCRIPTION AND LOCATION
FORT KNOX OPEN PIT
The Fort Knox open pit mine, mill and mineral claims cover approximately
22,544 hectares located 42 kilometers northeast of the City of Fairbanks,
Alaska. Kinross owns 1,168 State of Alaska mining claims covering an area of
approximately 22,042 hectares, an additional 502 hectares of mineral rights
comprised of an Upland Mineral Lease issued by the State of Alaska, a Millsite
Lease, and one unpatented federal lode mining claim. The Upland Mineral Lease
expires in 2014 and may be renewed for a period not to exceed 55 years. Mineral
reserves at the Fort Knox mine are situated on 505 hectares of land that are
covered by a State of Alaska Millsite Lease that expires in 2014, and may be
renewed for a period not to exceed 55 years.
The State of Alaska Millsite Lease carries a 3% production royalty,
based on net income and recovery of the initial capital investment. Mineral
production from State mining claims is subject to a Mine License Tax, following
a three-year grace period after production commences. The license tax ranges
from 3% to 7% of taxable income. There has been no production from State claims
situated outside the boundaries of the Millsite Lease at the Fort Knox mine. The
unpatented federal lode claim is owned by Kinross and is not currently subject
to any royalty provisions. Kinross paid a royalty of $0.14 million in 2004, but
none in 2005.
All requisite permits have been obtained for mining and continued
development of the Fort Knox open pit mine and are in good standing. Kinross is
in compliance with the Fort Knox permits in all material respects.
GIL PROPERTY
The Gil property mineral claims cover approximately 2,700 hectares
located contiguous to the Fort Knox claim block. The claim block consists of 167
State of Alaska mining claims and is subject to a joint venture agreement
between Kinross and Teryl. Kinross' ownership interest in the Gil claim block is
80%. All production from the State of Alaska mining claims is subject to the
State of Alaska Mine License Tax following a three-year tax grace period after
production commences. The State of Alaska Mine License tax is graduated from 3%
to 7% of taxable income. Kinross continues to actively explore the Gil claims.
TRUE NORTH OPEN PIT
The True North open pit mine mineral claims cover approximately 3,804
hectares, located 43 kilometers northeast of the City of Fairbanks, Alaska.
Kinross owns 104 State of Alaska mining claims, covering 1,619 hectares which
are subject to a State production royalty tax of 3%. Mineral reserves are
situated on two groups of State claims that Kinross has leased from private
individuals. Mineral production to date has been from one of the leased claim
blocks. Mineral leases have been executed with third parties for an additional
138 State mining claims that cover approximately 2,094 hectares. Leased claims
are subject to net smelter return royalties ranging from
78
3.5% to 5%. Kinross paid royalties of $0.37 million in 2004 and $0.022 million
in 2005 on True North production. Mining at the True North open pit has been
suspended.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
The Fort Knox mine is situated in close proximity to the City of
Fairbanks, which is a major population, service and supply center for the
interior region of Alaska. Services, supplies, fuel and electricity are
available in Fairbanks in ample quantities to support the local and regional
needs, along with the mining and processing operations of Kinross.
Access to the Fort Knox mine from Fairbanks, Alaska is by 34 kilometers
of paved highway and eight kilometers of unpaved road. The True North mine is
located 18 kilometers west of the Fort Knox property and is accessible by an
unpaved road. The area has a sub-arctic climate, with long cold winters and
short summers. Winter low temperatures drop to the range of -40 to -48 Celsius
(-40 to -55 degrees Fahrenheit), while in the summer, highs may occasionally
exceed 32 degrees Celsius (90 degrees Fahrenheit). The annual rainfall in
Fairbanks is approximately 30 centimeters.
The area topography consists of rounded ridges with gentle side slopes.
Vegetation includes spruce, birch and willow trees and various shrubs, grasses
and mosses. The elevation ranges from 1,000 to 1,600 meters.
The Fort Knox milling operation obtains its process makeup water from a
fresh water reservoir located within the permitted property area. The tailings
storage area on site has adequate capacity for the remaining mine life of the
Fort Knox and the True North mines. Power is provided to the mine by Golden
Valley Electric Association's power grid serving the area over a distribution
line paid for by Kinross.
HISTORY
An Italian prospector named Felix Pedro discovered gold in the Fairbanks
mining district in 1902. Between 1902 and 1993 more than 8.0 million ounces of
predominately placer gold were mined in the district. In 1984 a geologist
discovered visible gold in granitic hosted quartz veins on the Fort Knox
property. Between 1987 and 1991, a number of companies conducted extensive
exploration work on the Fort Knox, True North and Gil properties. In 1991, Kinam
(now a subsidiary of Kinross) entered into a joint venture agreement with Teryl
to explore the Gil property. In 1992, Kinam acquired ownership of the Fort Knox
property. Construction of the Fort Knox mine and mill operations began in 1995
and were completed in 1997. Commercial production at Fort Knox was achieved on
March 1, 1997. Construction of the mine was completed at a capital cost of
approximately $373.0 million, which included approximately $28.0 million of
capitalized interest. After acquiring ownership of the True North property in
1999, Kinross completed pre-production capital expenditures, primarily
permitting and the building of a haulage road to the Fort Knox mill. Commercial
production at True North was achieved on April 1, 2001, but is currently
suspended.
GEOLOGY AND MINERALIZATION
Kinross' mining and exploration properties are located within the
Fairbanks mining district, a northeast trending belt of lode and placer gold
deposits that comprise one of the largest gold producing areas in the state of
Alaska.
The Fairbanks district is situated in the northwestern part of a
geologic formation called the Yukon - Tanana Terrane (YTT). The YTT consists of
a thick sequence of Precambrian to upper Paleozoic metamorphic rocks. The
dominant rock types in the district are gray to brown, fine-grained micaceous
schist and micaceous quartzite known as the Fairbanks Schist. The Cleary
Sequence, a varied assemblage of metavolcanic rocks, is interlayered with the
Fairbanks Schist. Higher grade metamorphic rocks of the Chatanika Terrane
outcrop in the northern part of the district. Granodiorite to granite igneous
bodies intrude YTT rocks.
79
The mineral deposits are generally situated in a northeast trending,
structurally complex zone characterized by a series of folds, shear zones, high
angle faults, and occasional low angle faults. Northeast striking high angle
faults influence the location of gold deposits.
The Fort Knox gold deposit is hosted by a granitic body that intruded
the Fairbanks Schist. The surface exposure of the intrusive body is
approximately 1,100 meters in the east-west direction and 600 meters
north-south.
Gold occurs in and along the margins of pegmatite veins, quartz
stockwork veins and veinlets, quartz-veined shear zones, and fractures within
the granite. The stockwork veins strike predominantly east and dip randomly.
Stockwork vein density decreases with depth. Shear zones generally strike
northwest and dip moderately to the southwest.
Gold distribution exhibits good continuity in the shear zones but is
less predictable in the stockwork zones. Host rock grain size and intrusive
phase contacts appear to influence location of shear zones. Gold particles
within shear zones are relatively uniformly distributed and are generally less
than 100 microns in size. Gold particle size and distribution are much more
erratic in the stockwork vein zones. The sulfide content of the deposit is very
low.
The True North gold deposit is located in the Chatanika Terrane. Gold is
hosted in mafic to felsic schists and is frequently accompanied by carbon and
carbonate alteration in sheared or otherwise structurally prepared zones. The
gold is very fine grained, and is closely associated with pyrite, arsenopyrite,
and stibnite in the unoxidized zones. It occurs in quartz veins, and in altered
and brecciated rocks. There appears to be a direct relationship between veining
and gold content, as weakly veined rocks generally carry lower gold values.
EXPLORATION
Gold exploration techniques utilized at the Fort Knox and True North
projects include: reconnaissance and detailed geologic mapping to determine the
distribution of rock types and structures; soil and rock chip sampling to
determine the presence and surface distribution of gold and associated trace
elements; trenching of soil anomalies to create exposures of mineralized bedrock
for detailed mapping and sampling; and drilling to confirm the geologic controls
on mineralization and to determine the distribution of gold in three dimensions.
Two types of drilling methods have been used, diamond core and reverse
circulation ("RC"). Drilling and drill hole sampling is completed by independent
drilling contractors under the close supervision of Kinross personnel.
Independent commercial laboratories perform gold assays and geochemical
analyses. Historically, Kinross has utilized the services of two firms - ALS
Chemex Laboratories and Bondar-Clegg (now owned by the ALS Chemex group). Check
assay work during 2003 was switched to American Assay Laboratories, Inc. after
Bondar-Clegg was acquired by the ALS Chemex group.
Kinross' regional exploration within the Fairbanks district totaled $0.6
million during 2004 and approximately the same in 2005.
DRILLING, SAMPLE PREPARATION AND ANALYSIS
Core and RC drilling are routinely utilized to explore for and define
mineral deposits in the Fairbanks mining district. Core drilling produces
continuous cylindrical samples of rock by means of an annular shaped, diamond
impregnated bit rotated by a bore hole drilling machine. Core drilling, also
referred to as diamond drilling, is commonly used to collect continuous, intact
rock samples for detailed geologic logging and sampling, for geotechnical and
rock strength tests, metallurgical tests, or because alternative drilling
methods may not provide adequate or appropriate geological materials.
RC is a method of rotary or percussion drilling that utilizes dual wall
drill pipe. The drilling medium (air, water, foam drilling muds, and additives)
is circulated to the drill bit face down through the outside annulus from the
surface. The drilling medium then carries rock fragments produced by the drill
bit to the surface through the center of the drill rods. This method reduces
down hole contamination by isolating the drilling medium and rock
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cuttings from the hole wall. RC drilling is a generally accepted method that is
commonly used in mineral exploration and development drilling programs
throughout the world.
Comprehensive drilling programs have been carried out at the Fort Knox
deposit. The Fort Knox deposit has been defined by 684 drill holes (267 core
holes and 417 RC holes totaling 443,318 feet), which have provided 88,663
nominal 1.52-meter long samples.
Core samples and RC drill cuttings are collected from each drill hole
and are geologically logged. RC rotary drill cuttings are collected at one and a
half meter intervals by a geologist or helper at each drill site. Each core
interval and RC rotary cutting sample is submitted to an independent assay
laboratory for geochemical analysis, and the subsequent geochemical data is
entered, together with information about the host rock, into the project
database. Core samples are regularly photographed and then logged and sampled in
one and a half meter intervals. Data is entered on the logs in a digital format.
Special emphasis is placed on fault and vein orientations, as well as alteration
and oxidation. Drill core is split or sawn in half with one half retained for
later use and the remainder of each interval is submitted for assay.
RC drill samples are labeled and placed in bags at the drill site and
prepared for transport to commercial laboratories for preparation and assay.
Core samples are prepared for shipment at a central logging facility. All
samples are either delivered to the preparation facility by Kinross personnel,
or are picked up at a Kinross facility by employees of the laboratory.
Duplicate samples are collected from every tenth sample and a check
assay is performed and compared to the original assay. As a form of quality
control, the inclusion of "blank" (unmineralized) samples within each sample
shipment is part of the standard procedure.
A standard pulp sample of known grade is also submitted to the
laboratory. The sample frequency is twice per core hole, and every 30 meters for
RC holes. These standards are prepared both in-house and by outside laboratories
over the different exploration seasons, and they represent different ranges of
gold grades.
At the True North deposit samples with fire assays greater than 0.3
grams per tonne are resubmitted to the laboratory for a cyanide soluble assay.
The purpose of this procedure is to estimate mill recovery rates.
The nature of the mineralization and host rock at the Fort Knox deposit
requires that particular care be given to the collection of drill hole samples,
especially for RC holes, that penetrate the water table within the deposit.
Kinross employs, as a standard operating procedure, an analysis program for
determining if a particular RC drill sample is representative of the rock within
the drill hole. This program includes weighing the samples to determine if the
sample is under weight (indicating loss of material in the sampled interval).
The presence of unusually high sample weights is often an important indicator of
sample contamination in a drill hole. All assay data from mineralized intervals
are analyzed by two computer programs (developed by MRDI, an independent mining
consulting firm) to determine if there is a predictable repetition (cyclicity)
to high grade intervals, or (decay) of assays immediately adjacent to and below
high grade intervals, possibly indicating contamination of certain assay values.
Any holes suspected of down hole contamination on the basis of these three
criteria are compared to adjacent holes on cross-sections and a decision is made
to reject or include the data for mineral resource estimations.
MINING AND MILLING OPERATIONS
The Fort Knox and True North deposits are mined by conventional open pit
methods. Ore from the Fort Knox and True North mines is processed at Kinross'
carbon-in-pulp mill located near the Fort Knox mine. The mill processes ore 24
hours per day year round.
The Fort Knox mill has a daily capacity of between 33,000 to 45,000
tonnes. Mill feed is first crushed to minus 20 centimeters in the primary
crusher located near the Fort Knox pit and conveyed 800 meters to a coarse-ore
stockpile located near the mill. The crushed material is conveyed to a
semi-autogenous (SAG) mill, which operates
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in closed circuit with two ball mills and a bank of cyclones for sizing. A
portion of the cyclone underflow is screened and then directed to a gravity
recovery circuit.
Correctly sized material flows into a high rate thickener and then into
leach tanks where cyanide is used to dissolve the gold. Activated carbon is used
in the carbon-in-pulp circuit to absorb the gold from the cyanide solution.
Carbon particles loaded with gold are removed from the slurry by screening and
are transferred to the gold recovery circuit where the gold is stripped from the
carbon by a solution, plated onto a cathode by electrowinning, and melted into
dore bars for shipment to a refiner. Mill tailings are detoxified and
transferred into the tailings impoundment below the mill.
Gold recoveries at the Fort Knox mill have historically ranged from 87%
to more than 90% since production began in 1996. With the commencement of feed
from the True North mine in 2001, it has been necessary to add lead nitrate to
the process, and make modest increases to the cyanide and lime concentrations to
maintain mill recovery rates.
Kinross estimates the net present value of future cash outflows for site
restoration costs at Fort Knox and True North under CICA Handbook Section 3110
for the year ended December 31, 2005 at $18.4 million. Kinross has posted $14.7
million of letters of credit to various regulatory agencies in connection with
its closure obligation at Fort Knox and True North.
In mid 2005, Kinross initiated studies examining heap leach of low grade
ore from the Fort Knox property, with the view of enhancing Fort Knox economics.
FORT KNOX OPEN PIT
The mine production rate varies between 110,000 and 145,000 tonnes per
day of total material. Mining is carried out on a year round basis, seven days a
week. Standard drilling and blasting techniques are used, and the blast holes
are sampled and assayed for production grade control purposes. Broken rock is
loaded with a shovel or a wheel loader into haul trucks. Depending on the grade
control results, the mined material is delivered to either the primary crusher,
low-grade stockpiles, or to waste rock dumps.
Stripping of Phase-6 continued in 2005. Before sustained mill feed rates
from Phase-6 can be reached in the first quarter of 2007 on the 1460 bench, 50
million tonnes of waste rock will be mined, at an average rate of 54,400 tonnes
per day. Six additional haul trucks and a loader have been added to the mining
fleet in order to accomplish the stripping.
Typically, upper Phase-6 benches average 1,400 meters in length, with a
mining face width of between 65 and 150 meters. Haul road access to the Phase
will be from the northeastern end. Subdividing the Phase would reduce the
stripping load, but due to the bench geometry and access limitations, this has
not been considered.
During 2005, the Fort Knox open pit experienced failures at the south
west wall, and as a result, design changes were made to the pit which caused a
decline of 157,000 ounces in mineral reserves of the property.
TRUE NORTH OPEN PIT
Mining at True North has been suspended since the first quarter of 2004.
LIFE OF MINE, AND CAPITAL EXPENDITURES
The life of mine plan prepared by Kinross does not incorporate mining at
True North. Mining will be primarily derived from the Fort Knox deposit until
2011 when the feed will originate predominantly from the low grade stockpile
material.
Capital expenditures for 2005 at the Fort Knox operations were
approximately $44.6 million and were mainly attributed to the Phase 6 capital
development at the Fort Knox pit.
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[Map depicting location of the Fort Knox operations]
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THE PORCUPINE JOINT VENTURE
GENERAL
Kinross and Placer Dome (CLA) Limited ("Placer Dome") entered into an
asset exchange agreement (the "Asset Exchange Agreement") and a joint venture
agreement, both dated as of July 1, 2002, for the purpose of forming a joint
venture that combined the two companies' respective gold mining operations in
the Porcupine district in the Timmins area, Ontario, Canada (the "Porcupine
Joint Venture"). In early 2006, Placer Dome was acquired by Barrick Gold
Corporation. In May, 2006 Barrick transferred its interest in the property to
Goldcorp Inc. Goldcorp owns a 51% participating interest and Kinross owns a 49%
participating interest in the Porcupine Joint Venture. The joint venture is
managed by Goldcorp. The Porcupine Joint Venture incorporates Goldcorp's Dome
mine and mill, Kinross' Hoyle Pond, Pamour and Nighthawk Lake mines and the Bell
Creek mill and other past producing properties in the Timmins area.
Detailed financial, production and operational information for the
Porcupine Joint Venture is available in the MD&A.
THE ASSET EXCHANGE AGREEMENT
Pursuant to the Asset Exchange Agreement which was entered into as a
step in implementing the Porcupine Joint Venture, Placer Dome transferred to
Kinross an undivided 49% interest in all of Placer's assets owned, used or
thereafter acquired by Placer Dome or its affiliates and located within a 100
kilometer radius of Placer Dome's Dome mill in or near Timmins, Ontario (the
"Development Area") and used in the gold mining, milling and exploration
business and operations carried on by Placer Dome or its affiliates. Kinross in
turn transferred to Placer Dome an undivided 51% interest in all of Kinross'
assets owned, used or thereafter acquired by Kinross or its affiliates and
located within the Development Area and used in the gold mining, milling and
exploration business and operations carried on by Kinross or its affiliates. Any
interest that Kinross may acquire in and to the project within the Development
Area commonly known as the Aquarius Project is excluded from the Porcupine Joint
Venture pending agreement between the parties to include it.
Under the Asset Exchange Agreement, Kinross has also transferred all of
its contracts relating to its Timmins operations to Placer Dome, and Placer Dome
assumed such contracts as manager of the Porcupine Joint Venture for the benefit
of both parties and the exclusive use of the Porcupine Joint Venture. Goldcorp
holds all contracts as manager of the Porcupine Joint Venture for the benefit of
both parties and the exclusive use of the Porcupine Joint Venture.
THE PORCUPINE JOINT VENTURE AGREEMENT
In connection with the Asset Exchange Agreement, Kinross and Placer Dome
entered into a joint venture agreement. In connection with the transfer,
Goldcorp assumed all of the obligations of Placer Dome under the joint venture
agreement. The Porcupine Joint Venture Agreement provides that the purpose of
the Porcupine Joint Venture is to engage in operations relating to the mining,
milling, exploration and development of the properties subject to the Porcupine
Joint Venture, and to perform any other activity necessary, appropriate or
incidental to the foregoing.
The term of the Porcupine Joint Venture is from July 1, 2002, and until
so long thereafter as ores and mineral resources are produced from the assets
forming part of the Porcupine Joint Venture and all reclamation obligations,
liabilities or responsibilities under applicable laws or instruments of title
relating to operations under the Porcupine Joint Venture have ceased or been
satisfied, to a maximum of 99 years, unless the Porcupine Joint Venture is
earlier terminated pursuant to the terms of the Porcupine Joint Venture
Agreement.
Each of Kinross and Goldcorp is obligated to contribute funds from time
to time to the Porcupine Joint Venture in proportion to their respective
participating interests, pursuant to adopted programs and budgets.
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Under the Porcupine Joint Venture a party's participating interest may
be reduced upon the election by such party not to contribute to an adopted
program and budget for the Porcupine Joint Venture, or in the event of a default
by such party in making its agreed upon contribution to an adopted program and
budget.
In addition, if a party's participating interest is reduced to less than
10%, the other party may elect that the first party be vested with a 2% net
smelter return royalty on ores and minerals mined from the properties subject to
the Porcupine Joint Venture and the first party shall be deemed to have
transferred its remaining participating interest to the other party.
PORCUPINE JOINT VENTURE OPERATIONS
The Porcupine Joint Venture operations consist of the Dome underground
mine, currently on care and maintenance, the Dome open pit mine and mill, the
Hoyle Pond underground mine, and the Pamour open pit. The Bell Creek mill and
tailings storage facility is presently on care and maintenance with all
processing taking place at the Dome mill. In addition, the Porcupine Joint
Venture operations consist of a number of former producing mines, including the
Bell Creek, Marlhill, and Nighthawk Lake mines. The only producing mines forming
part of the Porcupine Joint Venture in Timmins at present are the Dome mine, the
Hoyle Pond mine, and the Pamour mine.
PROPERTY DESCRIPTION AND LOCATION
HOYLE POND UNDERGROUND MINE AND BELL CREEK MILL
The Hoyle Pond underground mine and mineral claims and the Bell Creek
mill are located in Hoyle Township in Timmins, Ontario on 4,065 hectares of
patented land, land leased from the province and one private lease. The leases
expire at various times up to January 2025. Subject to the satisfaction of
conditions, the leases can be renewed for additional terms of 10 to 21 years.
The private lease is for a term of 20 years and is in good standing until May
31, 2025. There are also two contiguous staked mining claims covering 32
hectares located in Whitney Township south of Hoyle Township.
There are two royalties on the Hoyle Pond underground mine land package.
One payment is based on a $0.10 per ton royalty on ore from most areas of the
1060 zone, and one covers much of the area containing the original Hoyle Pond
mine workings which is also tonnage based, but is only currently paying out an
annual minimum payment as mining in this portion of the mine is limited. Royalty
payments were approximately CDN $0.2 million in each of 2004 and 2005.
All requisite permits have been obtained for the mining and continued
development of the Hoyle Pond underground mine and the Bell Creek mill and are
in good standing and the Porcupine Joint Venture is in compliance with Hoyle
Pond and Bell Creek permits in all material respects.
DOME MINE AND MILL
The Dome mine and mill are located within the city limits of Timmins,
Ontario, on an area that covers over 5,004 hectares of staked and patented
mining claims held or under option, including the Preston property that lies to
the south and east, immediately adjacent to the Dome property and the Paymaster
property that lies to the west of the Dome open pit. The Dome underground mine
is currently on care and maintenance and open pit mining was completed in the
second half of 2005. The Pamour pit is currently the only operating open pit
mine at the Porcupine Joint Venture.
The Dome open-pit and underground mines, claims, mining and surface
rights are registered in the name of Placer Dome Canada Limited ("Placer
Canada") (51%) and Kinross (49%). The Preston property includes 19 mining
claims. The Paymaster property includes 26 contiguous mining claims.
A 2% net smelter royalty is payable on production from the Preston,
Paymaster and Vedron properties. No other royalties are payable on the Dome
property.
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All requisite permits have been obtained for the mining and continued
development of the Dome open pit mine and mill and are in good standing; the
Porcupine Joint Venture is in compliance with such permits in all material
respects.
PAMOUR AND NIGHTHAWK LAKE MINES
The Pamour open pit and Nighthawk Lake underground mines and mineral
claims are located in Timmins, Ontario on 7,783 hectares. The Pamour mine is
located north of Highway 101, approximately 19 kilometers east of the downtown
core of Timmins and 43 kilometers west of Highway 11. The Pamour mine is also
approximately two kilometers south of and contiguous with the Hoyle Pond mine.
The Nighthawk Lake mine is approximately 17 kilometers southeast of the Hoyle
Pond mine. There has been no production at the Nighthawk Lake mine since 1999.
The Pamour open pit development was finalized and mining commenced in
2005.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
Access to the Hoyle Pond mine is via a five kilometer all weather gravel
road north of Highway 101. Services are generally acquired from vendors in the
Timmins area. Adequate process water is available from the clear water pond at
the tailings, while make up water and potable water comes from underground
supply.
The existing Dome mill consists of three stages of crushing, rod/ball
and primary ball grinding, gravity recovery, cyanide leach, carbon-in-pulp,
carbon elution, solution electrowinning and direct smelting. Tailings are pumped
to a tailings basin where the solids settle out and a portion of the solution is
recycled to the mill. Excess effluent is seasonally treated and discharged.
As part of the Pamour project, the Dome mill was upgraded in late 2004
with the installation of a large rod mill in series with the existing primary
ball mill to provide additional grinding capacity for the harder Pamour ores.
Three leach tanks were installed to provide longer leach retention time, and a
new carbon elution and regeneration circuit were installed, together with an
upgrade to the process control network. This expansion will allow processing of
11,000 tonnes per day at a 95% mill utilization rate, making the mill more
efficient and flexible for processing ores from the Dome, Hoyle Pond, Pamour,
and other ore bodies.
Access to the Dome mine is by paved road from the town of South
Porcupine, six kilometers east of Timmins on Highway 101. Rail freight service
is available from the Falconbridge -- Kidd Creek metallurgical site eight
kilometers east of the mine.
The dominant surface material in the Dome mine area is glacial till
overlain by glaciolacustrine silts and clays. Mine waste and tailings cover some
areas closer to the mine.
The Pamour mine is located two kilometers south of the Hoyle Pond mine
and is accessible by an unpaved road. The Nighthawk Lake mine is located 17
kilometers southeast of the Hoyle Pond mine and accessible by 10 kilometers of
paved roads and seven kilometers of unpaved roads.
The area climate consists of cold winters and hot summers. Temperatures
range from below -40 degrees Celsius (-40 degrees Fahrenheit) to above +30
degrees Celsius (+95 degrees Fahrenheit). Mean precipitation is approximately 80
centimeters annually.
The topography of the area is typical of the Canadian Shield and
consists of an irregular surface with moderate relief. The topographic highs are
the result of bedrock outcrops and are surrounded by low lying areas of poorly
drained wetlands. Vegetation includes spruce, pine, poplar and birch trees and
various shrubs, grasses and mosses. The elevation ranges from 200 meters to 300
meters.
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HISTORY
Land was first staked in the vicinity of the present day Pamour mine in
1910. Limited production was achieved from 1911 to 1914. The property remained
idle from 1914 to 1923. Between 1923 and 1935 several mining syndicates carried
out exploration work. In 1935 and 1936, the Pamour No. 3 shaft was sunk and a
650 tonnes per day mill was constructed. In 1938, the mill capacity was
increased to 1,300 tonnes per day by installing new equipment. During the
1950's, mill throughput averaged 1,500 tonnes per day. In 1972, the mill was
expanded to treat 2,275 tonnes per day as production from the nearby Aunor mine
was processed at the Pamour mill. Open pit mining at the Pamour mine began in
1976 and continued until 1999. Open pit mining resumed in 2004 and ore started
to be delivered to the Dome mill by the second quarter of 2005.
The Hoyle Pond discovery hole was drilled by Texas Gulf in 1980. The
deposit was explored from 1980 to 1982. The deposit was developed by ramp in
1983 and 1984. The first year of mining in 1985 yielded 64,400 tonnes at an
average grade of 13.0 grams per tonne of gold. The mine has been in continuous
production since then and was acquired by Kinross pursuant to the amalgamation
with Falconbridge Amalco in 1993. Since 1993, Kinross has conducted exploration
programs and underground development has added significant additional
mineralization. From 1994 to 1999, Kinross sunk an 815 meter shaft and developed
a second ramp to access underground workings. The Bell Creek mill has gone
through a series of expansions with current capacity of 1,500 tonnes per day.
The head grade for the Hoyle Pond mine is the highest of any of the significant
past, or present producing mines in Timmins.
The Dome deposit was discovered in 1909. Operations commenced in 1910,
producing 214 ounces of gold. Mining has been continuous at Dome since 1910. In
1984, the mill capacity was increased from 2,000 to 3,000 tonnes per day. Part
of the expansion included a new vertical shaft, the No. 8 shaft which was sunk
from the surface to a depth of 1,667 meters. In 1988, due to a skipping
accident, No. 8 shaft was not producing and, therefore, open pit mining was
commenced. From 1992 to 1996, Placer Dome produced from the Paymaster property.
In 1995, an expansion of the operations, which included an enlarged open pit and
an increase in milling capacity, was completed. As a result, full production
from the expanded open pit was achieved and mine production increased from a
nominal rate of 3,400 tonnes per day in 1994 to 9,100 tonnes per day in 1995. In
1997, the Preston property was purchased and the Dome open pit was expanded into
the Preston land holdings. Mining of open pit ore from the Preston property was
completed in 2000.
From its beginning in 1909 to December 31, 2005, the Dome mine has
produced over 15 million ounces of gold, making it the second largest gold
producer of the Timmins camp.
GEOLOGY AND MINERALIZATION
REGIONAL
All of the properties comprising the Porcupine Joint Venture lie within
the Porcupine Gold Camp (the "PGC"). The PGC, located in the Archean Abitibi
greenstone belt, has been the most productive gold-producing field in North
America. Total historic production is in excess of 62 million ounces of gold.
This production has come from quartz-carbonate lode systems hosted within low
temperature metamorphic rocks (greenschist facies). Lodes are found in a
corridor up to 10 kilometers wide parallel to the 200 kilometers long Destor
Porcupine Fault. At the regional scale, gold deposits are spatially associated
with regional fault zones. At the camp scale, gold deposits generally occur
within five kilometers of, but not in, the regional faults.
HOYLE POND
The Hoyle Pond Main Zone and 1060 Zone deposits, both of which are in
production, are hosted within sheared and metamorphosed basalts rich in
pyroxenes. The 7 Vein system occurs as a series of stacked, flat to gently
northeast dipping veins within metabasalts. Mineralization occurs as coarse,
free gold in white to grey-white quartz veins with variable ankerite,
tourmaline, pyrite and local arsenopyrite. Alteration halos are generally
narrow, consisting of mainly grey zones (carbon, carbonate, sericite, cubic
pyrite) in the Hoyle Pond system, and carbonate-sericite, with fuchsite, pyrite,
arsenopyrite and trace chalcopyrite, sphalerite within the 1060 structure.
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The Hoyle Pond Main Zone includes a series of generally northeast
striking, linked quartz vein zones (at least 11 veins of economic significance)
folded on a small scale with moderate west trending and northeast plunging fold
axis. The 1060 Zone consists of at least five main vein structures (B1, B2, and
B3 Zones, A Zone and Porphyry Zone) with orientations ranging from north to
northeast with generally subvertical dips.
PAMOUR MINE
The Pamour mine is located approximately one kilometer north of the
Destor Porcupine Fault Zone. Volcanic rocks occupy the area north of the mine
and include interlayered mafic to ultramafic units. Sedimentary rocks including
greywackes, argillites, and conglomerates are found to the south. Gold
mineralization is hosted by both volcanic and sedimentary rocks and related to
both individual quartz veins and vein swarms, which trend mainly east-west.
Volcanic-hosted ore bodies include shallow north-dipping single vein structures
within mafic volcanics, as well as irregular shaped vein swarms along various
lithologic contacts within the volcanic sequence. Sedimentary hosted ore bodies
include irregular shaped vein swarms along the unconformity as well as narrow,
steep south-dipping veins in greywacke further to the south.
DOME MINE
The Dome mine lies on the south limb of the Porcupine syncline in an
area where the Archean Metavolcanics are overlain by the metasedimentary rocks.
Gold mineralization is found in a number of different rock types and in
association with a number of different structural settings. Mineralization in
the district is commonly associated with the northeasterly plunge of the
Porcupine syncline. At the mine site, the local sequence of north dipping
metavolcanics and metasedimentary rocks have been folded to form a northeasterly
plunging structure, referred to as "Greenstone Nose." Sediments consisting of
conglomerates, slates and greywackes are draped around this structure and form
the "Sedimentary Trough" on the south side.
Immediately south of the "Sedimentary Trough" lies an east-west
striking, highly strained zone in which magnesium rich, carbonatized rock
occurs. This highly altered zone corresponds to the trace of the ductile Dome
Fault interpreted to represent a branch off the main Destor-Porcupine Fault. To
the west, the Dome Fault Zone passes between two major porphyritic intrusive
bodies--the Paymaster and the Preston Porphyries. To the east, lenses of
porphyry, similar compositionally to the main porphyry bodies, occur within the
Dome Fault Zone. To the south of the Dome Fault Zone are the "Southern
Greenstones,"a south-dipping sequence of basalts consisting of massive and
pillowed flows.
Mineralization occurs mainly in association with structurally controlled
quartz and quartz-ankerite veins. Principal orebodies can be classified into
three main types: Long narrow veins in shear zones parallel to the stratigraphic
trend; swarms of en-echelon veins and stockworks of veins; and disseminated
mineralization, in which the gold is associated with pyrite and/or pyrrhotite
and little or no vein material is present.
EXPLORATION
Kinross' share of regional exploration within the Timmins camp totaled
$3.2 million during 2004 and approximately $3.5 million in 2005.
DRILLING, SAMPLE PREPARATION AND ANALYSIS
The operator collects both exploration and production samples at its
operations in Timmins. Samples are collected using industry standard sample
collection procedures that are well understood by the geological personnel
collecting the samples in the field.
Surface and underground diamond core drilling operations were conducted
during 2004. For resource estimation purposes, drilling spacing ranges from a
low of 8.0 meters to a high of 50.0 meters. Typically, drill holes are sampled
honoring geological contacts while maintaining a minimum 1.5 meter sample
length. Typically the core is not split or sawn prior to assay unless the hole
is an exploration hole targeting new mineralization.
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Underground, sampling is conducted on a daily basis throughout the
active working faces. Chip samples, muck samples and sludge samples are
collected to provide daily grade control and to reconcile actual production to
the estimated reserves. At the Hoyle Pond mine, ore development headings are
typically sampled on 2 to 5 meter intervals using both chip samples and muck
samples. Production stoping areas are typically sampled at 5 meter intervals
wherever practical and stope muck is sampled at a frequency of 1 muck sample for
every 20 tonnes of ore.
Open pit samples are collected from blasthole cuttings on an approximate
10 meter sample spacing. In ore zones, a single sample is collected from each
hole, representing approximately 450 tonnes of ore. In waste, the sample
frequency is reduced with one sample collected from every four holes.
Prior to the completion of the Porcupine Joint Venture, Kinross'
analytical work was carried out at the Bell Creek lab with some exploration
samples sent to an independent lab for analysis.
Since December 31, 2002, Placer Dome's analytical work is completed at
the Dome mine lab and at independent external labs with the Bell Creek lab
placed on care and maintenance. At the Dome mine lab, all gold analyses are
completed using conventional fire assay with an AA finish. Samples with visible
gold are assayed using either a gravimetric finish or pulp metallic assay. Each
assay tray at the Dome mine lab includes at least one standard, one check and
one blank. The Dome mine lab processes all surface and underground production
samples. Hoyle Pond exploration core is processed at the Dome mine lab and at an
external lab. All regional exploration core is processed at an external lab.
Check assays are completed at the Dome mine lab or at external laboratories.
Generally multi-element analytical work is completed at external laboratories.
MINING AND MILLING OPERATIONS
The Hoyle Pond operations consist of an underground mine serviced by two
declines and one shaft serving production levels on 40m vertical spacings. The
Hoyle Pond shaft provides access to the Hoyle Pond and 7 Vein Zones. The 1060
ramp provides access to the 1060 Zone and is currently being extended to provide
access to lower levels on the 1060 Zone. Total production (ore and waste) is
transported to the loading pocket by means of an ore/waste pass system and
hoisted to surface in 6.5 tonne skips. The surface infrastructure consists of
administration buildings, maintenance, compressed air, paste fill plant, and
hoisting facilities. An internal winze construction was completed in 2005.
The mineralized zones at Hoyle Pond are narrow high-grade veins, dipping
from 30 to 90 degrees. Underground mining methods used are cut and fill,
shrinkage, panel and long-hole methods.
Mining of the Hoyle Pond crown pillar will be prioritized in the mining
schedule if the operator can successfully negotiate an agreement with
Falconbridge. Mininig of the crown pillar will require isolating the adjacent
Falconbridge tailings management area, berms to separate the pit from the Hoyle
Pond complex, relocation of the Hoyle Pond mine water settling ponds, relocation
of the tailings management area utility and access road, and installation of
underground bulkheads to isolate the Hoyle Pond underground workings from the
pit.
The Dome underground mine had its final year of full production in 2003
and was placed on care and maintenance in May 2004 after 94 years of operation
that began in 1910. Attempts to extend the mine life are being evaluated with
on-going exploration of areas within and peripheral to the mine.
The Dome open pit was mined in three stages. Development of the final
stage commenced in the summer of 1998. Mining is conducted using conventional
open pit mining methods. All mining is carried out on 9.1 meter benches. Pit
wall inter-ramp angles vary but average 52 degrees. Haulage ramp gradients are
set to 10%. Conventional open pit mining equipment is used. The mining fleet
includes diesel powered drills, electric cable shovels, 136 tonne haulage
trucks, front-end loaders, dozers and support equipment.
Reserve estimates for the open pit include allowances for the presence
of mined-out underground workings. Open pit mining costs reflect the specialized
drilling, blasting and backfilling that is required to ensure that open pit
mining can proceed safely through these underground workings. Overburden
encountered in the upper portions of the open pit is stockpiled for use in
reclamation. Rock dumps are contoured and re-vegetated on
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an ongoing basis as part of normal open pit operations. Open pit mineral
reserves were depleted in 2005. Stockpiled ore is expected to sustain mill
operations for several years after the completion of mining at the Dome open
pit. Opportunities to reactivate the pit to recover additional reserves are
being evaluated.
The Pamour open pit feasibility study was completed in 2003 and
permitting work was initiated on completion of the study. Demolition of existing
infrastructure at Pamour that will not be used in the new mining operations has
been completed. Construction of the haul road and site infrastructure commenced
in 2004 and was completed in 2005. Stripping began in late 2004 and full-scale
mining was achieved in 2005. Mining is by a conventional open pit method. Much
of the equipment required for the Pamour operation has been relocated from the
Dome open pit. The initial capital costs include the cost of equipment not
available from the Dome operation as well as rebuild costs of some of the older
units.
All ore mined by the Porcupine Joint Venture is milled at the Dome mill.
Currently, the Dome mine and the Hoyle Pond mine provide feed to the mill. The
mill was expanded in 2004 to accommodate planned production from the Pamour mine
in mid 2005.
Kinross' share of the net present value of future cash outflows for site
restoration costs at the Porcupine Joint Venture under CICA Handbook Section
3110 are estimated to be $26.2 million at December 31, 2005. Kinross has posted
letters of credit totaling $15.8 million for site restoration obligations with
the provincial government in connection with its share of closure obligations.
LIFE OF MINE, AND CAPITAL EXPENDITURES
Currently estimated proven and probable reserves for the PJV are
sufficient for eight and a half years of production. There is significant
potential for additional reserves and resources in the current property position
controlled by the joint venture.
Kinross' share of capital expenditures at the Porcupine Joint Venture
operations in 2005 were $24.7 million. The majority of the capital was
attributed to the Pamour pit development.
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PORCUPINE JOINT VENTURE PROPERTY POSITION
[Map depicting the Timmons General Propoerty Position]
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LA COIPA MINE
GENERAL
Kinross owns a 50% interest in the La Coipa mine through a joint venture
with Goldcorp Inc. Goldcorp is the operator of the mine. Goldcorop acquired its
interest in the property in May 2006 from Barrick Gold Corporation which
acquired Placer Dome, the previous holder of Goldcorp's 50% interest, in early
2006. Kinross acquired the La Coipa mine in connection with its acquisition of
TVX in January 2003.
Detailed financial, production and operational information for the La
Coipa mine is available in the MD&A.
PROPERTY DESCRIPTION AND LOCATION
The La Coipa mine is located in the Atacama Region of northern Chile,
approximately 1,000 kilometers north of Santiago and 140 kilometers northwest of
the community of Copiapo, Chile. The mine is operated by a Chilean contractual
company, Compania Minera Mantos de Oro ("MDO"), a joint venture between a
wholly-owned subsidiary of Placer Dome (50%) and Kinross (50%). The overall
operation consists of five deposits known as Ladera-Farellon, Coipa Norte,
Brecha Norte, Can-Can and Puren. Coipa Norte and Brecha Norte are currently
being mined by open pit methods, and exploitation at Puren began in 2005 to be
followed by Can-Can in 2007. The Puren deposit has been approved for development
by the partners at La Coipa, Chile. Puren is owned 65% by Mantos de Oro (MDO), a
50:50 joint venture with Placer Dome and Kinross Gold, and 35% by Codelco of
Chile. MDO is actively exploring in the district.
The La Coipa mine consists of approximately 7,500 hectares of mineral
claims, of which the principal ones are Indagua, Marta, Escondida, Candelaria,
Eduardo, and Chimberos. The MDO area of influence changes from time to time as
agreed by the project partners. MDO currently has a 65% equity stake in the
Puren area to the east of the mine, has an option to acquire a 100% stake in the
Esperanza property to the north of La Coipa, and Kinross holds a 50% interest in
the CMCLC (Cominor) ground (7,294 hectares) surrounding La Coipa. MDO has
obtained a series of permits that allow exploration and mining activities to
proceed in the La Coipa area. No other permits need to be obtained based on
existing and recently planned operations. MDO's land position as at the end of
2005 including exploitation concessions and exploration permits, but excluding
Kinross' interest in the Cominor property, covers 25,524 hectares.
The exploration permits are valid for a two-year period from the date
they are declared in force and can be renewed once for another two-year period.
Thereafter the size of the exploration permit area must be reduced by half. MDO
can elect to apply for mining concessions in areas where exploration concessions
are held. The exploitation or mining concessions can be held indefinitely as
long as the annual fees are paid to keep the permits in good standing. The
exploitation permits covering the La Coipa area give MDO the right to extract
the ore and to sell the final products into the open market.
No royalties are applicable on gold and silver produced from the mine,
but an annual preferred dividend of $1.8 million is payable. The joint venture
partners receive disbursements from the operation via common dividends from MDO.
A 35% withholding tax is applicable on all dividends disbursed to foreign
shareholders, less the corporate income tax already paid.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
The La Coipa mine is located approximately 1,000 kilometers north of
Santiago in Copiapo Province in the Atacama Region of the Chilean Andes. Access
is by a 140-kilometer road of which 30 kilometers are paved, from the regional
center of Copiapo, which is served daily by commercial airline from Santiago.
The nearest port, Caldera, is 80 kilometers west of Copiapo. The mine is
connected to the national power grid system.
The mine lies in the Domeyko Cordillera at an elevation of between 3,800
and 4,400 meters, the plant site being at 3,815 meters. Current and future
mining operations are at elevations ranging from 4,040 meters to 4,390 meters.
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The climate is considered pre-arid Mediterranean, subject to low
temperatures, strong winds and some snow during the winter. Despite the adverse
climate, mining operations are performed year-round without interruption.
Temperatures range from a high of 25 degrees Celsius (77 degrees Fahrenheit) to
a low of -10 degrees Celsius (14 degrees Fahrenheit). Water is scarce in the
area, but the Salar de Maricunga provides sufficient water to fulfill industrial
needs through an approximately 40-kilometer pipeline. Vegetation is sparse.
HISTORY
The earliest written information about La Coipa as a precious metal
prospect dates back almost a century, when a small underground copper-silver
mine was in operation about 2 kilometers southeast of the present day
operations. Regional resources have been sporadically exploited since then, but
the La Coipa area itself did not receive any attention from exploration
geologists until the late 1970s.
La Coipa open pit mine and its 15,000 tonne per day mill began operation
in October 1991. A new crushing system was installed in October 1999 increasing
throughput to 17,000 tonnes per day. The Ladera-Farellon and Farellon Bajo ore
bodies were mined in four pit stages between 1991 and 2000. The Coipa Norte ore
body will be mined out in five stages between 1995 and 2008; it started after
mining of Stage 2 in Farellon Bajo was completed in 1994. Ore from the Chimberos
silver ore body (located 40 km by road from the processing plant) was processed
from mid-1998 to mid-1999. In the third quarter of 1999, production from La
Coipa recommenced, mainly from the Coipa Norte ore body. Mining of the Brecha
Norte ore body started in stage one in 2003 and mining will be completed in
2006.
TVX acquired an initial indirect 49% interest in the La Coipa mine in
June 1988 from companies controlled by Eike Batista, Roberto Hagemann Gerstmann
and Jozsef Ambrus, who, at the time, held the remaining 51% interest. Pursuant
to the La Coipa acquisition agreement dated January 25, 1989, Placer Dome
acquired a 50% indirect interest in the La Coipa mine from both TVX and
companies controlled by Messrs. Batista, Gerstmann and Ambrus, on a pro-rata
basis as to their respective interests in the La Coipa mine. The La Coipa
acquisition agreement also provided for the future operation of the La Coipa
mine and the respective responsibilities of the joint venture parties. As a
result of this transaction, TVX's indirect interest in the La Coipa mine was
reduced to 24.5% and the indirect interests of Messrs. Batista, Gerstmann and
Ambrus was reduced to 25.5%. Between 1989 and 1994, TVX increased its ownership
in the La Coipa mine to 50%.
Kinross acquired TVX's ownership in La Coipa on January 31, 2003, on
completion of the business combination of Kinross, TVX, and Echo Bay.
GEOLOGY AND MINERALIZATION
The La Coipa mine is located in the northern Chilean volcanic belt known
as the Maricunga belt. It contains several well-known base metals and precious
metals deposits such as Cerro Casale, Refugio, Marte and El Hueso.
La Coipa and surrounding deposits form part of a precious metal
epithermal system. Structural controls on mineralization are dominant at La
Coipa, but lithological controls are also present. The La Coipa deposits are
mainly contained within two basic rock formations - Triassic sedimentary rocks
that form the basement and overlying Tertiary volcanic rocks. Mineralization at
Coipa Norte and Brecha Norte, are both hosted in volcanics and sediments. Silver
mineralization occurs mainly in volcanics but gold is preferentially hosted in
sedimentary rocks.
The 17,000 tonnes per day processing plant is located near
Ladera-Farellon because this ore body comprised the majority of the original
mineral reserve. The Coipa Norte deposit is located about five kilometers north
of Ladera-Farellon and the Brecha Norte deposit is located northeast of the
Coipa Norte deposit. The Puren deposit is located eight kilometers northwest
from Ladera-Farellon, and was recently discovered by the MDO exploration team.
The Chimberos deposit is approximately 25 kilometers northeast of the processing
plant.
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The most common precious metal-bearing minerals are cerargyrite, several
other silver halide complexes, native silver, electrum and native gold as free
particles in the size range of 0.5 to 50 microns. Mercury is common in all the
deposits and occurs as calomel.
All the known reserves at La Coipa are found in oxidized zones. Both
Ladera-Farellon and the silver orebody in Coipa Norte are located in the western
and upper portions of the mineralized zones. At Coipa Norte, the silver orebody
outcrops are closely associated with pervasively silicified rocks. The presence
of bedded outflow material and geyserites suggest that this area has not been
subjected to significant erosion.
EXPLORATION
Exploration work in the La Coipa district started in the late 1800s and
has been ongoing since, although the property ownership has changed a number of
times. Modern exploration techniques have been implemented starting in the late
1970s to early 1980s. They included geological mapping, geochemistry, channel
sampling, drilling and 800 meters of underground development. Numerous soil
geochemical anomalies and historic gold silver prospects exist within the
vicinity of the La Coipa ore bodies. These include the Las Colorada and Indagua
anomalies on the MDO property, and the Maritza, Pompeya and Puren West anomalies
on the surrounding CMCLC ground.
Kinross' share of exploration spending for 2005 was approximately $1.1
million. During 2005 the 'Esperanza, Carachapampa and CMCLC properties were
drilled to prepare an evaluation of Teterita, a prospect drilled in 2004-2005.
DRILLING, SAMPLE PREPARATION AND ANALYSIS
Various drilling methods and sampling protocols have been used at La
Coipa. Diamond drill holes completed during the exploration phase were
systematically sampled in 2 meter intervals. Half the core was sent for assaying
and the other half stored in a warehouse near the camp. RC holes for both
exploration and in-pit drilling are sampled in 2 meter long "runs." All drill
chips are also stored in the same location as the core.
Since 1984, a total of 127,785 meters of drilling has been completed in
the La Coipa mining area. Most of the exploration drilling was completed with RC
holes. All exploration holes are surveyed. The holes have also been down-hole
surveyed at about 20 meter intervals. Most of the exploration holes are inclined
holes.
Drill core is delivered to the exploration storage building located by
the camp facilities. A geologist completes a written log for the hole that
includes geologicaIl and geotechnical information. The geological data include
identification of specific geological formations, color, alterations, presence
and visual estimate of sulphide and oxide minerals, nature of fracture filling
and a detailed geological description of the core that includes textural and
lithologic characteristics, contact styles and mineralization. Geotechnical data
are also recorded. Structures are described with measurements to determine top,
bottom, orientations and dip angles.
The laboratory department uses a well-established set of quality
assurance and quality control protocols to monitor its own performance. The mine
laboratory regularly inserts standards. Duplicate analyses are done from time to
time at independent labs, including pulp duplicates of selected samples. The
mine lab carefully monitors all aspects of sample preparation and assaying for
exploration activities, the blast holes, the plant and the refinery. They
include numerous control checks when the drill or blast hole samples are
received for preparation and analysis. Most analyses are performed at the mine
laboratory, with some exploration samples sent to an outside laboratory
depending on the required turnaround time.
MINING AND PROCESSING
The La Coipa mine currently operates two open pits: Coipa Norte, and
Brecha Norte. The Puren and Can Can deposits are scheduled to be mined later in
the mine life. Conventional open pit mining methods and equipment are used to
mine all ore and waste. Benches are laid out at 10 meters intervals, allowing
for the existence
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of berms every two benches. The overall wall slopes vary from 45 degrees to 52
degrees. Mining is carried out with one hydraulic shovel, front-end loaders,
diesel rotary drills, and 154-tonne trucks.
Ore is crushed, then ground in a circuit incorporating a semi-autogenous
mill with a pebble crusher and two ball mills with a throughput of 17,000 tonnes
per day. The ground ore is leached, then filtered and washed to separate out the
tailings, and the solution is passed through a Merrill-Crowe plant. The
precipitate is then sent to the refinery.
Water and power supplies are critical infrastructure aspects of the La
Coipa mine. Water requirements for the plant are 100 liters per second and are
obtained from underground springs which feed the Salar de Maricunga, a saltwater
lake 38 kilometers from the mine site. The water is pumped via a pipeline from
the springs to the plant site. The national power grid provides all the power
necessary for the plant from a tie-in approximately 88 kilometers from the mine.
The dore produced at the mine is shipped to refineries in the United
States and England, with gold and silver credited to MDO metal accounts. The
gold and silver are sold into world markets at spot prices.
The La Coipa mine received an ISO 14001 certification in July 2002 and
there are comprehensive procedures in place in the event of a safety or
environmental incident. The most significant environmental issue at the mine is
mercury contamination of the Quebrada La Coipa Aquifer. At the end of 1995,
mercury and cyanide from tailings were detected in control wells. As a remedial
measure, MDO installed a fence of wells to intercept and divert uncontaminated
water around the tailings area to a re-infiltration gallery downstream of the
tailings. Other wells were also installed to collect contaminated groundwater
and pump it to the process plant for recycling. These measures did not entirely
contain the plume at the source, and therefore, in 2000, a water treatment plant
was constructed at the leading edge of the plume. At the treatment plan,
groundwater is intercepted and passed through resin ion exchange columns where
mercury is removed. To date, the system has contained the contaminant plume
completely within the mine property, and prevented the advance of contaminants
in excess of drinking water standards to areas downstream of the mine.
It is not known how long groundwater management will be required, but it
is expected that the treatment plant will continue to operate after mine
closure. To more accurately evaluate long-term treatment requirements, drilling
and characterization of the source were initiated in 2005. The net present value
of future cash outflows for site restoration costs by $7.2 million as of
December 31, 2005.
Based upon estimates by operator Placer Dome, Kinross' share of the net
present value of future cash outflows for site restoration costs at La Coipa
under CICA Handbook Section 3110 are estimated at $13.1 million at December 31,
2005. This includes costs to demolish and remove plant site buildings, secure
the pit area and prevent a safety hazard to the public, and operate the water
treatment facility for up to 20 years. Because of the lack of vegetation in the
area no major re-vegetation or re-sloping activities are currently proposed.
Small-scale experimentation with growing plants in the arid climate is currently
underway, and further field-testing is planned prior to closure. There is no
requirement to post financial assurance to secure site restoration costs in
Chile at present.
LIFE OF MINE, AND CAPITAL EXPENDITURES
The proven and probable reserves are sufficient for four years of
production. The mine is scheduled to cease production in 2010 if additional
reserves are not found; however, Kinross believes there is significant potential
for additional reserves and resources near the present mine site.
95
Kinross spent approximately $4.9 million for its share of capital
expenditures in 2005. The majority of the capital was related to deferred
development.
[Map depicting the location of the Paracatu Mine]
PARACATU MINE
GENERAL
The Paracatu mine site includes an open cut mine, process plant, tailings
impoundment area and related surface infrastructure with a throughput rate of 18
million tones per annum (Mtpa). Paracatu (known locally as "Morro do Ouro") is
operated by Rio Paracatu Mineracao S.A. ("RPM"), which in 2003 and 2004 was 49%
owned by Kinross and 51% owned by a subsidiary of Rio Tinto Plc. ("Rio Tinto").
Kinross acquired its interest in the Paracatu mine in its combination with TVX
in January 2003. The mine was operated by Rio Tinto until the end of 2004. On
December 31, 2004 Kinross announced that it had completed the purchase of Rio
Tinto's 51% interest. Kinross currently owns 100% of the property and is the
operator.
Detailed financial, production and operational information for the
Paracatu mine is available in the MD&A.
PROPERTY DESCRIPTION AND LOCATION
The Paracatu mine is a large scale open pit mine located less than three
kilometers north of the city of Paracatu, situated in the northwest part of
Minas Gerais State, 230 kilometers from Brasilia, the capital of Brazil, on the
paved highway connecting Paracatu (Brasilia) with Belo Horizonte, the state
capital of Minas Gerais.
96
Historically mining at Paracatu did not require blasting of the ore. Ore
was ripped, pushed and loaded into haul trucks for transport to the crusher. In
2004, due to increasing ore hardness in certain areas of the mine, RPM began
blasting the harder ore in advance of ripping. Currently powder factors are very
low. The open pit benching operation measures approximately four kilometers by
two kilometers, and it is located on a gently sloping hillside. The elevation of
the open pit and industrial plant area ranges from approximately 720 to 820
meters.
In Brazil, mining licenses (claims) are issued by the Departamento
Nacional da Producao Mineral (DNPM). Once certain obligations have been
satisfied, DNPM issues a mining license that is renewable annually, and has no
set expiry date. RPM currently holds title to two mining claims (mining leases)
totaling 1,258 hectares. The mine and most of the surface infrastructure, with
the exception of the tailings impoundment area, lie within the two mining
licenses. The remaining infrastructure is built on lands controlled by RPM under
exploration concessions. RPM holds title to 28 exploration concessions in the
immediate mine area and has applied for title to an additional 9 exploration
concessions in the Paracatu area.
On December 31, 2004, RPM, through exploration permits and mining
leases, controlled 8,731 hectares of land. As of December, 2005, RPM had
increased its land position to 22,508 hectares. RPM has applications before DNPM
to convert four of the exploration concessions to mining lease status. In
addition, RPM has applied for the mineral rights to an additional 16,974
hectares in exploration concessions. As of December 31, 2005, DNPM was reviewing
RPM's applications. Kinross has reasonable expectation that all applications
before the DNPM will be approved.
The Paracatu mine is exposed to limited environmental liabilities
related to the following: site water management; main tailings storage area;
sulphide tailings storage area; industrial plant site; and airborne dust.
Environmental liabilities are being minimized through good management practices.
RPM must pay to the DNPM a royalty equivalent to 1% of net sales.
Another 0.5% has to be paid to the holders of surface rights in the mine area
not already owned by RPM.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
Access to the site is provided by paved federal highways or by charter
aircraft that can land at a small paved airstrip on the outskirts of Paracatu.
The mine is the largest employer in Paracatu, directly employing 750 workers in
what is predominantly an agricultural town (dairy and beef cattle and soy bean
crops) located in Brazil's tropical savannah. Average annual rainfall varies
between 850 and 1800 mm, the average being 1300 mm, with the majority realized
during the rainy season between October and March. Temperatures range from
15(degree) to 35(degree) Celsius.
The mine receives power from the Brazilian national power grid. Some
power supply outages have been experienced during the rainy season due to water
getting into high voltage equipment, but these have not had a significant impact
on production. The mine has a small emergency power capability, used for
critical process equipment that cannot be suddenly stopped such as thickeners
and CIL tanks
The mine is dependent on rainfall as the primary source of process
water. During the rainy season, the mine channels surface runoff water to
temporary storage ponds from where it is pumped to the beneficiation plant.
Similarly, surface runoff and rain water is stored in the tailings impoundment,
which constitutes the main water reservoir for the concentrator. The objective
is to capture and store as much water as possible from the rainy season to
ensure adequate water supply during the dry season. The mine is permitted to
draw make up water from three local rivers that also provide water for
agricultural purposes.
HISTORY
Gold mining has been associated with the Paracatu area since 1722 with
the discovery of placer gold in the creeks and rivers of the Paracatu region.
Alluvial mining peaked in the mid -1800's and until the 1980's was largely
restricted to garimpeiro (artisanal) miners. In 1984, Rio Tinto Zinc (Rio Tinto)
explored the property using modern exploration methods and by 1987, the RPM
joint venture was formed between RTZ and Autram Mineracao e Participacoes (later
part of TVX Gold Inc group of companies) constructed a mine and processing
facility
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for an initial capital cost of $65.0 million. Production commenced in 1987 and
the mine has operated continuously since then. As of December 31, 2004, the mine
since inception had produced 2.985 million ounces of gold from 237 million
tonnes of ore.
In 2003, TVX's 49% share in RPM was acquired by Kinross Gold Corporation
(Kinross) as part of the merger between Kinross, TVX and Echo Bay Mines Ltd
(EB). In November 2004, Kinross and Rio Tinto agreed in principle to Kinross'
purchase of Rio Tinto's 51% interest in RPM. Completion of this purchase on
December 31, 2004 resulted in Kinross having a 100% interest in RPM and the
Paracatu mine.
EXPLORATION
Rio Tinto was the first company to apply modern exploration methods at
Paracatu. The initial production decision was based on a mineral reserve
estimate based on 44 drill holes and 458 surface pits (25 meters maximum depth).
The deposit was historically drilled off on nominal 100 x 100 meter drill
spacing. The exploration history at Paracatu has evolved in lock step with the
mine development. As mining advanced and the initial capital investment was
recovered, the decision was made to evaluate a deeper horizon ("B1 horizon") and
exploration drilling was focused on defining the deposit through drilling
accordingly.
As more knowledge was gained through mining of the B1 horizon, the
potential of a deeper horizon ("B2 horizon") became increasingly important. As a
result of the staged recognition of the mineral reserve potential at Paracatu,
several drill holes did not test the entire thickness of the B2 horizon.
After acquiring a 100% interest in RPM, Kinross reviewed the engineering
support prepared by RPM in support of a further mill expansion. At the same
time, Kinross evaluated the exploration potential at Paracatu and identified two
priority target areas:
o Deepening of holes in the northeast portion of the pit where the
full extent of the B2 horizon had not previously been defined
and
o Drilling to the west of Rico Creek where the B2 horizon has been
identified with similar characteristics as in the pit area but
had been tested with a very limited number of drill holes.
In the first quarter of 2005, Kinross approved a phased exploration
drill campaign at Paracatu to upgrade inferred resources west of Rico Creek to a
measured and indicated classification. A theoretical $400 pit shell was used to
guide the first phase ("Phase I") of the drilling program. A total of 30,000
meters of drilling was planned in Phase I. Subsequent phases would be evaluated
based on the Phase I results. The Phase I program was largely complete prior to
the November 2005 resource model update however analytical results for 65 of the
holes were pending at the time of the update.
In the third quarter of 2005, after reviewing results from Phase I,
Kinross planned a second phase ("Phase II") program to explore the potential to
increase reserves beneath the existing pit and to define the lateral limits of
mineralization external to the $400 pit shell used to constrain Phase I. An
additional 20,000 meters of drilling was planned for Phase II.
The drilling for Phase II was completed on December 3, 2005. Phase II
added 113 diamond drill holes to the Paracatu database. Phase I and II totaled
267 holes for 48,660 meters. Total exploration costs for Phase I and II were
approximately US$ 5.2 million. The outstanding analytical results from Phase I
as well as the additional analytical results from Phase II will be used to
update the resource model for Kinross' 2005 annual disclosure.
GEOLOGY AND MINERALIZATION
The mineralization is hosted by a thick sequence of phyllites belonging
to the basal part of the Upper Proterozoic Paracatu Formation and known locally
as the Morro do Ouro Sequence. The sequence outcrops in a northerly trend in the
eastern Brasilia Fold Belt, which, in turn, forms the western edge of the San
Francisco Craton.
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The Brasilia Fold Belt predominantly consists of clastic sediments, which have
undergone lower greenschist grade metamorphism along with significant tectonic
deformation.
The phyllites at Paracatu lie within a broader series of regional
phyllites. The Paracatu phyllites exhibit extensive deformation and feature well
developed quartz boudins and associated sulphide mineralization. Sericite is
common, likely as a result of extensive metamorphic alteration of the host
rocks. Sulphide mineralization is dominantly arsenopyrite and pyrite with
pyrrhotite and lesser amounts of chalcopyrite, sphalerite and galena.
The Paracatu mineralization is subdivided into 4 horizons defined by the
degree of oxidation and surface weathering and the associated sulphide
mineralization. These units are, from surface, the C, T, B1 and B2 horizons.
Mining to date has exhausted the C and T horizons. The remaining mineral
reserves are exclusively hosted in the B1 and B2 horizons.
Gold is closely associated with arsenopyrite and pyrite and occurs
predominantly as fine grained free gold along the arsenopyrite and pyrite grain
boundaries or as inclusions in the individual arsenopyrite and pyrite grains.
The majority of grains are ultrafine (less than 20 microns) but the few coarse
grains that occur are responsible for the highest percentage of the contained
gold in the ore.
The mineralization appears to be truncated to the north by a major
normal fault trending east-northeast. The displacement along this fault is not
currently understood but the fault is used as a hard boundary during mineral
resource estimation. The current interpretation is that the fault has displaced
the mineralization upwards and natural processes have eroded away any
mineralization in this area.
DRILLING, SAMPLE PREPARATION AND ANALYSIS
The dominant sample collection method used to delineate the Paracatu
resource and reserve model is diamond drilling. Prior to the 2005 drilling
program, a total of 696 drill holes totalling 28,317 meters supported the then
resource model and reserve estimate. The nominal drill spacing was 100 x 100
meters. Approximately 82 % of the drill holes are large diameter (six inch)
drill holes. The remaining holes are either H or N diameter drill holes. The
majority of the drill holes are diamond drill holes. A total of 67 RC holes are
included in the database. Results from the RC holes indicate that results were
25-30% lower when compared to coincident diamond drill hole results. The
database at Paracatu also includes 458 test pits (5,070 meters) which were
largely restricted to the C and T horizons that have largely been mined out.
Where RC holes have been twinned by diamond drill holes, the RC results have
been excluded from the resource and reserve estimation process. Only the RC
holes that have not been twinned are included in the estimation process.
In the first quarter of 2005, Kinross committed to a phased exploration
program at Paracatu to delineate measured and indicated resources west of Rico
Creek. As of December 31, 2005, Kinross had completed 267 diamond drill holes
(48,660 meters) which were added to the historical database. Total exploration
costs were approximately $5.2 million.
The nominal drill spacing northeast of Rico Creek is 100 x 100 meters.
An Optimum Drill Spacing Study commissioned by Kinross established that a 200 x
200 meter five spot pattern (a 200 x 200 m grid plus one hole in the middle)
would satisfactorily define indicated mineral resources. This pattern results in
a nominal 140 meter hole spacing and represents a departure from historical RPM
practices.
Core recovery from the diamond drill programs is reported to be
excellent, averaging greater than 95%. RPM employs a systematic sampling
approach where the drilling (and test pitting) is sampled employing a standard
1.0 meter sample length from the collar to the end of the hole.
All drill core is logged geologically and geotechnically, recording
litho-structural and physical data and recording it in detailed logging sheets.
The core is also photographed and a permanent record is maintained in the onsite
filing system. All samples are marked and collected by geologists or technicians
employed by RPM.
99
Historical sample preparation reduced each one meter core sample to 95%
passing 1.44 mm. Crushed samples were homogenized and split with approximately 7
kg stored as coarse reject. Approximately 200 grams of the remaining sample were
split off for ICP analysis and 1.35 kg of sample was split out for Bond Work
Index analysis. The remaining sample (4.5 kg) was dried and further reduced to
95% passing 65 mesh. This sample was homogenized and split with 4.2 kg stores as
pulp reject and the remaining 300 g was fully analyzed using standard fire assay
with AA finish in a series of six, individual 50 grams aliquots. Results from
the six individual aliquots were weight averaged together to determine the final
grade for each sample.
Kinross completed several studies at the start of the 2005 exploration
program. In April 2005, an audit of the RPM mine lab was undertaken to assess
lab equipment and procedures. In May 2005, Kinross commissioned Agoratek
International (Agoratek) to review sample preparation and analysis procedures
with a specific mandate to assess the historical practice of assaying six
individual 50 grams aliquots per sample and averaging the results. Agoratek,
concluded that three 50 grams analyses would be sufficient for determining the
grade of any given sample.
Based on the lab audit and the Agoratek study, Kinross' standardized
sample preparation and analytical procedure for the remainder of the 2005
exploration program was as follows:
Samples (typically 8.0 kg) are crushed to 95% passing 2.0 mm and
homogenized at the RPM sample preparation lab. Approximately 6 kg of sample is
stored as coarse reject; the remaining 2 kg of sample is split out and
pulverized to 90% passing 150 mesh. This sample is homogenized and three 50
grams aliquots are selected for fire assaying with an AA finish. The remaining
pulverized sample is maintained as a sample pulp reject.
Sample analyses were performed at three separate analytical labs during
the exploration program.
Quality control and quality assurance programs were limited during the
earlier exploration programs at Paracatu. The dominant quality control procedure
involved the use of inter-laboratory check assays comparing results from RPM's
analytical lab to Lakefield Research in Canada. Additional check assay work was
carried out at the Anglo Gold laboratories in Brazil (Crixas and Morro Velho).
For the 2005 exploration program, three laboratories provided analytical
services: RPM's lab, Lakefield and ALS Chemex. All three laboratories have ISO
certification.
For the 2005 exploration program, all procedures have been under direct
control of RPM and Kinross staff. A quality assurance and quality control
program was implemented for the three labs used during the 2005 exploration
program. The program consists of inserted certified standards and blanks in the
sample streams. All three labs also reported using round robin checks. The labs
were visited on an infrequent and unannounced basis by RPM representatives. No
major sample preparation discrepancies were noted.
MINING AND MILLING OPERATIONS
Historically mining at Paracatu has not required blasting of the ore.
Ore was ripped using CAT D10 dozers, pushed to CAT 992 front-end loaders and
loaded to CAT 777 haul trucks for transport to the crusher. In 2004, due to
increasing ore hardness in certain areas of the mine, RPM began blasting the
harder ore in advance of ripping. Currently powder factors are very low.
Weathering has led to the development of an oxidized mantle over the sulphide
mineralization with thickness varying from 20 to 40 meters. The mine is situated
on a gently sloping hillside and historically there has been no waste stripping
requirements. Waste stripping will be required as mining advances down dip.
The mill and mine operate 24 hours per day, 7 days per week. The nominal
plant throughput is 1.5 million tonnes per month or 18 million tonnes per year,
considering the present ore hardness. An ore stockpile of approximately 10 days
production is maintained near the processing plant. Its main purpose is to
ensure uninterrupted mill feed in the rainy season when some delays may be
experienced in the pit during extreme rainfall. During the dry season the
stockpile can be used if the pit becomes too dusty. RPM is committed to
controlling dust levels on site and in the city.
100
Ore is crushed and ground prior to introduction into a flotation
circuit. The concentrate is treated by gravimetric methods first and the coarser
gold is recovered. The concentrate reject from the gravimetric plant is then
treated by a conventional cyanidation and carbon-in-leach circuit developed by
Rio Tinto. The processing plant, subjected to several upgrades over the mine
life, currently processes 18 million tonnes per year ("Mtpa").
Plant throughput has been expanded two times with expansion upgrades in
1997 and 1999. RPM recognized that further plant improvements were necessary in
order to maintain current production levels in the face of increasing ore
hardness. Exploration drilling successfully traced the Paracatu deposit to depth
but sampling indicated that ore hardness increases proportionately with
increasing depth from surface.
A study completed in 2004 considered expanding the current 18 Mtpa
process facility to 30 Mtpa with the addition of an IPCC system, 38 foot
diameter SAG mill and expansion of the existing gravity circuit.
As the study was nearing completion, Kinross and RPM staff were
reviewing conceptual models quantifying the potential resource and reserve
increase related to exploration activity west of Rico Creek. Preliminary models
suggested there was an opportunity to considerably increase the resource and
reserve base. This led to the decision to re-evaluate Expansion Project III in
light of potential reserve increase resulting from successful exploration
programs west of Rico Creek.
A plant capacity scoping study was initiated with the intent of
isolating the preferred throughput rate for Expansion Plan III. Key assumptions
from the 2004 study were maintained. The plant capacity scoping study
recommended that Expansion Project III be increased to a 50 Mtpa throughput
rate. The expansion would take place in two stages. The first stage would see
construction and commissioning of a separate mill stream anchored by the same
SAG mill considered in the 2004 study. This line would have a capacity of 32
Mtpa. Once commissioned, phase two would commence with the shut down,
refurbishment and modification of the existing 18 Mtpa plant.
The 18 Mtpa mill will be brought back on line to treat the softer B1
ore, thus a total throughput capacity of 50 Mtpa will be attained.
The additional throughput increase will require additional flotation
capacity and upgrading of the existing hydrometallurgical plant and a new
tailing pond. The phased approach to construction minimizes production
disruption, addresses concerns regarding power and water supplies and reduces
total capital costs for the project.
As at December 31, 2005, the net present value of future cash outflows
for site restoration costs for Paracatu under CICA Handbook Section 3110 was
$12.4 million.
Currently in Brazil there are no laws requiring the posting of a
reclamation bond or other financial assurance.
LIFE OF MINE, AND CAPITAL EXPENDITURES
The Paracatu mine currently has a nominal capacity of about 18 million
tonnes per year with variations depending on the hardness of the ore, as it
affects grinding throughput. In general, ore hardness is expected to increase
over the remaining mine life as the pit is deepened and hence throughput will
diminish over time.
Based on pilot plant test results and the plant capacity scoping study
RPM has recommended construction of Expansion Project III. In the fourth quarter
of 2005, basic engineering for Expansion Project III was awarded to SNC Lavalin
Engineers and Constructors Ltd. and Miner Consult Engenhania. The Expansion
Project III is currently estimated to cost between $400.0 million and $500.0
million, including expansion of plant capacity to 50 Mtpa. If the Expansion
Project III is realized, the life of mine for Paracatu will extend to the year
2034, with a life of mine annual production of 370,000 ounces of gold.
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In 2005 Kinross spent approximately $21.3 million in capital
expenditures attributed predominantly to basic engineering.
[Map depicting the location of the Refugio Mine]
REFUGIO MINE
The Refugio heap leach mine is owned and operated by Compania Minera
Maricunga, a Chilean company that is equally owned by Kinross, as the operator,
and Bema Gold Corporation ("Bema"). Kinross acquired its 50% interest through a
merger agreement with Amax Gold Inc. (Amax) in 1998.
Detailed financial, production and operational information for the
Refugio mine is available in the MD&A.
PROPERTY DESCRIPTION AND LOCATION
The Refugio Property is located in the Maricunga District of the III
Region of Chile. The property is located 120 km due east of the city of Copiapo
at elevations between 4,200 and 4,500 meters above mean sea level.
All surface and mineral claims, surface rights and water rights are
maintained in good standing. Mining claims total 8,380 hectares while the
exploration properties held by CMM include 5,900 hectares. Chilean attorneys
monitor claim status on behalf of CMM annually. In addition to the mineral claim
rights, CMM also holds title to surface rights at Refugio, providing the land
required for the leach pads, waste dumps, camp and other facilities. Water
extraction rights, totaling 258 liters per second have been secured by CMM.
102
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
Access to the property is via 156 km of two-lane dirt road connecting
with the paved highway C-35 approximately 10 km south of Copiapo. The first 96
km of the dirt road are an international, public highway. Approximately 60 km
from the Refugio site, the road branches to the southeast to Argentina and the
northeast to the mine site. The final 60 km is a private road. The Refugio
Project is located in steep, mountainous terrain with slopes up to 35%. The site
is largely devoid of vegetation with the exception of the spring-fed marshes
found along the valley floors. The climate is arid with an average annual
precipitation of 87 mm, most of which is realized as snowfall during the winter
months (March through August). Generally, very little precipitation occurs
during the summer months (September through February). Local wildlife is sparse.
The town of Copiapo is the primary staging and support area for the
mine. Chile features a strong mining culture with well established support
centers in both Santiago and Antafagasto. Both centers are within reasonable
distance of the project. Most of the major equipment supply and support
originates from these two major centers. Manpower is attracted from throughout
Chile with the majority of the employees residing in Copiapo or La Serena.
Most of the existing infrastructure required little to no modifications
or improvements other than general clean up and repair. The leaching and ADR
facilities are in good repair as are the power generation, maintenance shops,
office facilities and camp. Significant upgrades designed to increase production
throughput were planned for the in-pit crushing and conveying and
secondary/tertiary crushing and screening infrastructure in order to meet
planned production throughput.
HISTORY
David Thomson and Mario Hernandez discovered gold mineralization at
Refugio in 1984. Hernandez, Thomson, and three other partners acquired the
existing claims at Refugio for Compania Minera Refugio (CMR). CMR completed
geologic mapping and geochemical sampling, identifying anomalous gold values in
three areas: 1) Cerro Verde, 2) Cerro Pancho, and 3) Guanaco. In 1985, Anglo
American Chile Limitada (Anglo) optioned the property from CMR. Anglo explored
the property for three years, returning the claims to CMR in 1988.
In 1989, CMR signed a letter of intent to explore the Refugio property
with Bema Gold Corporation (Bema). Bema commenced exploration fieldwork in
October 1989 and, from 1989 to 1991, completed 51,765 meters of drilling at
Verde with an additional 5,088 meters at Pancho. Bema also commissioned Mineral
Resources Development Inc (MRDI) to complete a feasibility study on the project,
which indicated positive project economics. In January 1993, Bema exercised its
option rights, obtaining a 50% interest in the Refugio properties. At the same
time, CMR sold its remaining 50% interest to Amax Gold Inc. (Amax). Amax
(operator) and Bema formed Compania Minera Maricunga (CMM), a 50/50 joint
venture to develop and operate the Refugio project. From 1993 through 1997, CMM
continued developing the project, beginning commercial production in 1996. In
1998, Kinross acquired Amax's 50% interest through a merger agreement.
The mine operated from 1996 to 2001, producing more than 920,000 ounces
of gold from 46.0 million tonnes of ore. The mine was placed on care and
maintenance in 2001, a result of a downturn in gold prices. In September 2002,
in response to rising gold prices, CMM approved an exploration program designed
to increase the reserve base of the Refugio Project to a level sufficient to
support resumption of active mining. An exploration program was developed to
evaluate the reserve potential at depth at the Verde deposits and the inferred
resource at the nearby Pancho deposit, located approximately 2.0 km northwest of
the Verde pit. The exploration program ran from September 2002 to June 2003.
During this period, a total of 262 drill holes (51,478 meters) of drilling were
completed. The drilling focused on increasing the confidence level of the known
mineralization below the current Verde pits as well as increasing the confidence
level in the mineralization at the nearby Pancho deposit.
The reserves resulting from the exploration program are based on a
detailed engineering study examining the economics of the project. The reserves
were used to complete a life-of-mine production schedule that in turn served as
the basis for a financial analysis which indicated project economics at gold
prices in excess of $325 per ounce. A decision was then made to reopen the mine.
103
GEOLOGY AND MINERALIZATION
The Verde and Pancho gold deposits at Refugio occur in the Maricunga
Gold Belt of the high Andes in northern Chile. Since 1980, a total of 40 million
ounces of gold have been defined in the belt.
Gold mineralization at Refugio is hosted in the Refugio
volcanic-intrusive complex of Early Miocene age. These rocks are largely of
intermediate composition. The Refugio volcanic-intrusive complex is exposed over
an area of 12 square kilometers and consists of andesitic to dacitic domes,
flows, and breccias that are intruded by subvolcanic porphyries and breccias.
Most of the structural trends affecting the Verde and Pancho deposits
are related to fracture systems rather than fault zones. One of the main
structural features influencing the Pancho deposit is Falla Guatita fault zone.
Field mapping suggests that there may be significant vertical displacement on
this structure. Another major fault affecting the Pancho deposit is the Falla
Moreno. This structure trends roughly east west and forms an approximate
northern boundary for the mineralization at Pancho.
Gold mineralization at Refugio has been interpreted to be porphyry style
gold systems. The porphyries occur within a sequence of intermediate tuffs,
porphyries and breccias that are the host rocks to the gold mineralization. The
most favorable ore hosts at Verde are the Verde breccia and dacite porphyry
units. Mineralization at Pancho is concentrated within a sub-horizontal volcanic
breccia unit. Underlying the volcanic breccia is a large, laterally extensive,
diorite porphyry, which outcrops half way down the Pancho west slope. This
porphyry underlies the entire Pancho area.
Gold mineralization at Verde is interpreted to be the result of the
fracturing and concentration of fluids in the carapace of an intrusive plug or
stock. Gold is closely associated with quartz, magnetite, calcite, and garnet
stockworks. Gold mineralization at Pancho is characterized as porphyry hosted
stockwork and sheeted veins. The veins are subvertical and have a strong,
preferred north-westerly strike. The northwest structural control is evident not
only at outcrop scale but is also reflected in the northwest alignment of
intrusives and the three centers of mineralization in the district, Verde,
Pancho and Guanaco.
EXPLORATION
Exploration of the Verde and Pancho deposits has been ongoing since
1984. A total of 667 holes (103,392 meters) of diamond and RC drilling has been
completed on the Verde deposit with an additional 147 holes (30,240 meters)
completed at Pancho. The drilling has resulted in a drill spacing of
approximately 50 x 50 meters at Verde and 75 x 75 meters at Pancho. Much of the
2002 - 2003 drilling was diamond drill core, allowing geologists an opportunity
to clearly delineate geological and alteration features affecting gold
mineralization and recovery.
In 2004, CMM drilled 8 condemnation holes around the property. Results
outlined one area of mineralisation with potentially economic grades.
DRILLING, SAMPLE PREPARATION AND ANALYSIS
Historically, most of the drilling at Refugio consisted of RC drilling.
The destructive nature of this drill method made identification of lithology,
structure and alteration difficult. The 2002 - 2003 drilling consisted primarily
of diamond drill core, providing site geologists with an opportunity to refine
the geology model of the deposit.
The mine survey crews established the collar location and marked it in
the field. The survey crew later verified alignment and inclination when the
drill hole was in progress. Downhole inclinometry was completed at the end of
each hole. Gyroscopic azimuth and inclination readings were taken every 10
meters down the hole to within ten meters of hole bottom and every 50 meters
back up the hole as a double check. All field surveys were tied into the
established mine grid. Guillermo Contreras and Sons Limitada (Santiago),
licensed Chilean surveyors
104
completed a survey audit that verified an approximate 10% of the drill collars
using a differential GPS survey system. No significant errors were noted.
CMM provided all of the technical support for the sampling, geologic
logging, and drill supervision. Rig geologists and samplers were responsible for
the quality/accuracy of each sample. Geologists and samplers typically had up to
15 years experience sampling. All logging utilized standardized logging forms
and a geological legend developed for the Verde and Pancho deposits. The legend
has evolved from historic observation and is consistent with both the regional
and local geology.
The 2003 drill program adopted a 2.0 meter standard sample length for
all samples. All sample preparation, including core splitting (sawing) was
performed and supervised by ALS Chemex personnel. ALS Chemex established,
equipped and staffed a portable sample preparation facility at the Refugio mine
for the duration of the program. After splitting, one half of the core was
placed in sample trays along with the sample tag. The other half of the core was
fitted back into the core box and returned to CMM for placement in permanent
storage. The prepared samples were received at the ALS Chemex's facility in La
Serena (the primary analytical lab for the duration of the program) where
analyses for gold, silver and copper and cyanide soluble gold and copper
analyses were performed.
An independent engineer completed operational audits of the La Serena
lab for the 2002-2003 program. The operational audits were performed measuring
compliance with analytical best practices as well as to NI 43-101 requirements
with respect to quality control and quality assurance. The independent engineer
did not note any significant problems with this facility, concluding that ALS
Chemex's lab and procedures met the highest industry standards. ALS Chemex also
inserted their own blanks, standards and duplicate samples for each sample batch
as part of the labs own internal quality management program.
MINING AND PROCESSING
A production rate of 14 million tonnes per year (40,000 tonnes per day)
in the Verde pits and 10.5 million tonnes per year (30,000 tonnes per day) in
the Pancho pit is planned. The mine is scheduled to operate two 12-hour shifts
per day for 355 days annually allowing for inclement weather interruptions. The
capital investment includes the purchase of a new mining fleet including front
end loaders, haul trucks, bulldozers, rotary drills and support equipment. Final
pit design for Verde and Pancho assumed 10 meter bench heights, bench face
angles of 65(Degree) to 70(Degree), berm widths of 8 to 11 meters, berm interval
of 20 meters, inter-ramp angles of 38(Degree) to 52.5(Degree) and haul road
gradient at 10% with a 25 meter road width.
The Refugio Project gold recovery process consists of a single line
primary crushing, fines crushing (secondary and tertiary), heap leach and
adsorption, desorption and regeneration ("ADR") plant operation. The process is
designed to treat 40,000 tonnes per day of dry Refugio ore using primary
crushing followed by a secondary and tertiary crushing plant. The planned
crushing plant product is approximately 80% passing 8 mm -10 mm. A pad type heap
leach and an ADR plant will be used for gold recovery.
A comprehensive program of metallurgical testing incorporating bottle
roll tests and column leach tests of samples obtained from drilling was
established to determine gold recovery and reagent consumption data for the
remaining Verde resources and the Pancho resource. Based on the recovery
estimates by ore type, process recovery over the mine life averaged 67.7% of
contained gold in the plant feed. Life of mine annual gold production is
expected to range from 220,000 to 230,000 ounces on a 100% basis.
No significant environmental permitting issues have been identified.
Most of the proposed plant improvements represent little to no change to the
existing footprint. The increased reserves will result in the need to permit
additional leach pad capacity but this is not considered to be a risk, as the
existing permitted space is sufficient for the majority of the remaining
reserves.
A reclamation plan for the current mine disturbance was approved in
2002, based on the commitments made in the original environmental impact
assessment for the site (1994). The plan addressed physical activities, such as
earthworks, but did not address chemical closure of the heap. A closure plan for
chemical stabilization
105
of the heap has been prepared and will be submitted to the regulatory
authorities in the form of a declaration of environmental impact, following
submittal of the declaration of environmental impact for site operational
modifications.
Kinross' share of the net present value of future cash outflows for site
restoration costs at Refugio under CICA Handbook Section 3110, as at December
31, 2005, are estimated at $3.2 million. There is no requirement to post
financial assurance to secure site restoration costs in Chile at present.
LIFE OF MINE, AND CAPITAL EXPENDITURES
It is proposed to mine the Verde deposit first at an ore processing rate
of 14 million tonnes annually ("Mt/a") (40,000 tonnes per day), followed by the
Pancho deposit at 10.5 Mt/a (30,000 tonnes per day). Some concurrent mining is
anticipated during the transition period between the two deposits. Based on
these processing rates and the reserves presented above, the mine life is
estimated to be up to 2028.
Kinross spent approximately $26.2 million for its share of capital
expenditures in 2005.
106
[Map depicting location of Refugio Mine]
ROUND MOUNTAIN
Kinross owns an undivided 50% interest in and operates the Round
Mountain gold mine. An affiliate of Barrick Gold Corporation owns the remaining
undivided 50% interest in the joint venture common operation known as the Smoky
Valley Common Operation. Kinross acquired its interest in the Round Mountain in
its combination with Echo Bay in January 2003. Kinross and Barrick have first
refusal rights over each other's interest in the property.
107
Detailed financial, production and operational information for the Round
Mountain mine is available in the MD&A.
PROPERTY DESCRIPTION AND LOCATION
The Round Mountain gold mine is an open-pit mining operation located 96
kilometers (60 miles) north of Tonopah in Nye County, Nevada, U.S.A. The
property position consists of patented and unpatented mining claims covering
approximately 21,199 hectares (52,384 acres). Kinross has received patents to
convert mineable land to patented status. Patented claims cover all of the
current reserves at the Round Mountain mine.
The Smoky Valley Common Operation controls the mineral and surface
rights of the mine through the ownership of 109 patented lode claims, 2689
unpatented lode claims, and 358 unpatented placer claims in a series of claim
blocks located between Gold Hill, Round Mountain, and Manhattan. The total area
of mineral rights controlled by these claims is 52,384 acres. The patented
claims are held as private property (fee simple) and are legally surveyed. Most
of the reserves are located on patented claims. The unpatented claims are held
under the 1872 Mining Law (as amended) and are subject to annual filing
requirements and claim maintenance fees. The majority of the unpatented claims
are located on land administered by the Bureau of Land Management; the remainder
is located on land administered by the U. S. Forest Service. The unpatented
claims are accurately located but not legally surveyed.
Mine production is subject to a net smelter return royalty ranging from
3.53% at gold prices of $320 per ounce or less to 6.35% at gold prices of $440
per ounce or more. During 2005 this royalty averaged 6.35%. Its production is
also subject to a gross revenue royalty of 3.0%, reduced to 1.5% after $75.0
million has been paid. For the year 2005, $14.9 million in royalties has been
paid.
The property is subject to no known environmental liabilities or
mitigative measures. All environmental permitting is up to date and in order.
The Round Mountain gold mine is subject to the Nevada State and United
States federal employment taxes, business license tax, net proceeds of minerals
tax and properties sales and use tax.
ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY
The mine site is accessed by State Highway 376, a paved two-lane paved
highway that connects U.S. Highway 6 in Tonopah to the south and U.S. Highway 50
to the north. The mine is located approximately 400 kilometers (250 miles) from
the major metropolitan areas of Las Vegas and Reno, Nevada. The mine is
supported by the local communities of Hadley and Carvers, which provide most of
the housing for mine personnel. Sierra Pacific Power Co. provides electrical
power to the mine. There are sufficient surface and water rights to support all
current and forecasted mining at the site.
The mine area straddles the transition between the floor of the Big
Smoky Valley and the adjacent Toquima Range. Mine site elevations vary between
1,800 to 2,100 meters (5,800 to 6,800 feet) above sea level. Elevations in the
Big Smoky Valley and Toquima Range vary from 1,800 meters (5,800 feet) in the
valley floor to 3,640 meters (11,941 feet) at the summit of Mount Jefferson.
The oblong open-pit mine is over 1.6 kilometers (one mile) in length at
its longest dimension and currently more than 420 meters (1,380 feet) from the
highest working level to the bottom of the pit.
The Round Mountain mine lies within an arid, high desert setting.
Average annual precipitation in the Big Smoky Valley is approximately 127 to 178
millimeters (5-7 inches) with most of that total falling during the winter
months. Snow is common at the valley floor, but rarely remains on the ground for
more than a few days. Local rainfall can be extreme and flash flood events are
not uncommon in the region. Temperature range can be extreme, with average daily
fluctuations exceeding 22 degrees Celsius (40 degrees Fahrenheit). Winter
temperatures are typically -12 to -7 degrees Celsius (10 to 20 degrees
Fahrenheit) at night and 0 to 10 degrees Celsius (30 to 50 degrees Fahrenheit)
during the day. Rarely (typically less than 10 days per year), winter low
temperatures can fall
108
below -18 degrees Celsius (0 degrees Fahrenheit). Summer temperatures vary from
4 to 12 degrees Celsius (40 to 55 degrees Fahrenheit) at night to 32 to 40
degrees Celsius (90 to 105 degrees Fahrenheit) during the day.
HISTORY
The first gold production from the Round Mountain District occurred in
1906. Historic production from 1906 through 1969 based on United States Bureau
of Mines records was 346,376 ounces of gold and 362,355 ounces of silver. Actual
unreported production was probably significantly higher. Early important
companies actively mining in the district were the Round Mountain Mining Co.,
the Fairview Round Mountain Mining Co., the Round Mountain Daisy Mining Co., the
Round Mountain Sphinx Co., the Round Mountain Red Top Co., and the Round
Mountain Red Antelope Mining Co. At some point prior to 1929, Nevada Porphyry
Mines, Inc. consolidated many of the claims and controlled most of the district.
Nevada Porphyry Mines and the A. O. Smith Corp. investigated the bulk tonnage
potential of the property in 1929 and 1936 to 1937, respectively. In 1946
through 1962, the Yuba Consolidated, Fresnillo, and Consolidated Goldfields
developed and mined the placer deposits flanking Round Mountain and Stebbins
Hill.
At some time between 1962 and 1969, the Ordrich Gold Resources Inc.
acquired control of the property from Nevada Porphyry Gold Mines. In 1969,
Copper Range Co. leased the property and developed a small reserve of 12 million
tons at a grade of 0.062 oz of gold per ton. The Smoky Valley Common Operation
was formed in 1975 to operate the mine. This was initially a joint venture in
which Copper Range held a 50% interest and Felmont Oil Co. and Case Pomeroy Co.
each held a 25% interest.
Commercial production commenced in 1977. In 1984, Homestake Mining
Company acquired the Felmont Oil interest in the operation and, in 1985, Echo
Bay acquired the Copper Range interest. Effective July 1, 2000, Homestake
increased its interest in the Round Mountain mine from 25% to 50% when it
acquired the Case Pomeroy interest. Effective December 14, 2001, Barrick Gold
Corporation completed a merger with Homestake Mining Company thereby acquiring
the Homestake interest in the mine. In January 2003, Kinross acquired its 50%
interest in the mine and became the operator for the Smokey Valley Common
Operation.
GEOLOGY AND MINERALIZATION
The Round Mountain mine is located along the western flank of the
southern Toquima Range within the Great Basin sub-province of the Basin and
Range province of western North America. The Basin and Range physiographic
province is characterized by generally north-south trending block faulted
mountain ranges, separated by alluvium-filled valleys.
The geology of the Round Mountain mine consists of a thick sequence of
intracaldera Oligocene ash-flow tuffs and volcaniclastic rocks resting upon
pre-Tertiary basement rocks. The caldera margin is mostly buried but in the pit
area is well defined by a progressively steeper dipping arcuate contact between
the volcanic rocks and older basement rocks. The caldera margin and caldera
related structures provided the structural ground preparation for the
hydrothermal system. The primary host rocks for gold mineralization are the
volcanic rocks. A minor amount of ore occurs in the Paleozoic rocks along the
caldera margin.
The Round Mountain Gold deposit is a large, epithermal, low-sulfidation,
volcanic-hosted, hot-springs type, precious metal deposit, located along the
margin of a buried volcanic caldera. The deposit genesis is intimately
associated with the Tertiary volcanism and caldera formation. Intra-caldera
collapse features and sympathetic faulting in the metasedimentary rocks provided
the major structural conduits for gold-bearing hydrothermal fluids. In the
volcanic units, these ascending fluids deposited gold along a broad
west-northwest trend.
Gold mineralization at Round Mountain occurs as electrum in association
with quartz, adularia, pyrite and iron oxides. Shear zone fractures, veins and
disseminations within the more permeable units host the mineralization. Primary
sulfide mineralization consists of electrum associated with or internal to
pyrite grains. In oxidized zones, gold occurs as electrum associated with iron
oxides, or as disseminations along fractures.
109
Alteration of the volcanic units at Round Mountain can be characterized
as a continuum from fresh rock progressing through highly altered alteration
assemblages. There is a reasonable correlation between increasing gold grades
and increasing degrees of alteration.
Ore zones within the metasediments are more subtle, largely defined by
secondary quartz overgrowths, pyrite, and adularia associated with narrow
northwest trending structures.
EXPLORATION
Kinross' share of exploration for 2005 was approximately $3.96 million.
The three components of the exploration were pit expansion drilling,
commencement of the underground decline and exploration within the AMI (Area
Mutual of Interest). The AMI is a large area which includes the Round Mountain
mine, where the exploration is conducted mutually by Kinross and Barrick.
The Round Mountain pit expansion drilling program was started in 2004
and was completed in 2005. This exploration successfully delineated sufficient
mineralization to justify the pit expansion which began in November 2005.
In July 2005, an underground exploration decline was collared in the
bottom of the Round Mountain pit. The target of the decline is a zone of
high-grade gold mineralization discovered by wide spaced surface reverse
circulation and core holes. The planned length of the decline is approximately
1,676 meters (5,500 feet) at a grade of minus 15%. The decline will provide a
platform for underground drilling of the mineralized zone. At the end of 2005,
the decline had been driven approximately 457 meters (1,500 feet).
Exploration within the AMI during 2005 included exploration drilling,
generative work, geologic mapping, geochemical sampling and geophysical surveys.
DRILLING, SAMPLE PREPARATION AND ANALYSIS
The current drill database for the open pit reserve contains a total of
5,017 drill holes, of which 4,710 are RC drill holes and 307 were drilled using
diamond core methods. A separate database is maintained for dump drilling which
contains an additional 1,512 drill hole records.
The majority of the drilling is vertical with angle holes used where
vertical structures are anticipated. All dump holes are drilled vertical.
All holes are sampled on 1.5 meter (5 foot) intervals and a "chipboard"
constructed for each drill hole with sample from each interval glued to a board
representing the complete hole.
Sample data for the reserve model is derived primarily from
conventional, RC rotary and HQ size core drilling. Holes are initially drilled
on 61 meter (200 foot) centers defining deposit limits. In-fill drilling is
completed on centers of 42.6 meters (140 foot) or less to develop reportable
reserves used in mine planning.
RC drill cuttings are passed through a wet rotary splitter to collect a
4.5 to 6.8 kilogram (10 to 15 pound) sample for each 1.5 meter (5 foot)
interval. A sampling technique which uses flocculent to settle drill cuttings
has been employed to capture very fine-grained material and assure sample
integrity. This technique captures nearly 100% of the rock material generated
during the drilling process. Core samples are split with a rock saw in five-foot
intervals, with half the sample assayed, and the other half stored for
reference.
The samples collected from drill holes are prepared and assayed by the
Round Mountain mine assay laboratory or commercial laboratories. All assay
laboratory chemists and technicians at the Round Mountain mine lab are employees
of Round Mountain Gold Corporation. The Round Mountain laboratory is not
certified by any standards association. The commercial laboratories are ISO-9002
certified. A mine geologist or mine geologic technician delivers the drill
samples to the assay laboratory. Samples assayed by the commercial laboratories
are
110
picked up at the mine by the commercial lab service providers and carried by
truck to their sample preparation facilities and/or laboratories.
The Round Mountain Deposit is noted for its coarse gold occurrences and
high nugget effect in assaying. In order to minimize the sampling variation, a
five-assay ton or 145.8 gram sample is used in the fire assay. To minimize
potential lead exposure of the laboratory staff, bismuth is used as the
collector of the gold and silver. After a 2-hour fusion, the samples are poured
into molds. The samples are slagged and are cupelled in the cupel room.
Following cupellation, the bead is smashed and parted with nitric acid, rinsed,
dried, and annealed. The fire assay is completed with a gravitimetric finish.
The assay laboratory maintains an internal assay quality control
program. Laboratory supervisors routinely conduct quality inspections of sample
preparation, equipment calibration, and assaying procedures. The lab regularly
participates in round robin assays with other mine labs to check internal
procedures. Five percent of all pulps are screened to verify that the pulps meet
specification. Because of the large crucibles used in the five assay-ton fire
assay, only 11 samples are fired per oven. Of these, one of the samples is
either a blank (barren silica sand) or a certified standard that is inserted
randomly by the lab computer system. The blank is inserted prior to the
preparation stage. The standard is inserted following sample preparation. If the
assay results exceed limits for either the blank or the standard, the entire
batch is re-assayed.
Assay results from blanks and standards are plotted and graphed daily.
These graphs are an integral tool used by the assayers and supervisors to
continuously monitor and improve lab procedures.
MINING AND MILLING OPERATIONS
The Round Mountain mine currently operates a conventional open pit that
is approximately 2,500 meters (8,200 feet) long in the north-west, south-east
direction and 1,500 meters (5,000 feet) wide (north-east to south-west). The
mining is conducted on 10.7 meter (35 foot) benches by electric shovels and
front end loaders paired with 136, 172 and 218 tonne (150, 190 and 240 ton) haul
trucks.
Blasthole patterns are drilled on centers that range from 4.8 to 9.1
meters (16 to 30 feet). Blasthole samples are collected and assayed and provide
the control for ore segregation. Based upon these assays, blasted pit ore is
determined to be run-of-mine dedicated pad ore, crushed reusable pad ore, or
waste. Sulfide material greater than or equal to 0.620 grams per tonne (0.018
ounces per ton) of gold is shipped directly to the mill or mill stockpile.
Run-of-mine ore is delivered the dedicated pad. Re-usuable pad ore is crushed
and placed on reusable leach pads and waste is delivered directly to the waste
dumps. Placer material encountered during normal stripping operations is sent to
the dedicated pad. High grade coarse gold bearing ore is handled in one of three
ways: 1) leached on the re-useable pad and offloaded to the mill; 2) sent
directly to the gravity plant with tails reporting to the mill; or 3) sent
directly to the mill or mill stockpile. Gold particle size and distribution of
high-grade ore determines the processing method.
The Round Mountain operation uses conventional open-pit mining methods
and recovers gold using four independent processing operations. These include
crushed ore leaching (reusable pad), run-of-mine ore leaching (dedicated pad),
milling and the gravity concentration circuit. Most of the ore is heap leached,
with higher grade oxidized ores crushed and placed on the reusable pad. Lower
grade ore, ore removed from the reusable leach pad and stockpiled ore that was
previously leached are placed on the dedicated pad.
The finished dore bullion is shipped to refineries in North America for
further processing as per the agreements of established contracts of the
participants of the Smoky Valley Common Operation. Once the dore bullion leaves
the mine site, marketing and sales are the responsibility and at the discretion
of the Joint Venture partners.
The site Plan of Operations and Comprehensive Reclamation Plans filed
with the United States Department of the Interior, BLM and Nevada Division of
Environmental Protection (NDEP) have been approved for all current operational
facilities. Annual updates of the Reclamation Plan are prepared to adjust for
cost inflation and to take credit for concurrent reclamation activities and
submitted to the above listed agencies. The current reclamation cost
111
estimate, approved by the BLM, USFS and NDEP totals $40.6 million. The net
present value of the future cash outflows computed in accordance with CICA
Handbook Section 3110, was $25.9 million at December 31, 2005. Tentative plans
for permanent closure activities have been approved by the NDEP and BLM. Each
participant in the Common Operation is responsible for its own estimate of
reclamation costs in its own accounts. Kinross has posted letters of credit
totaling $20.3 million in support of its share of site restoration costs as of
December 31, 2005.
LIFE OF MINE, AND CAPITAL EXPENDITURES
Round Mountain is currently in the process of permitting the Gold Hill
pit which is approximately 8.05 kilometers North of the existing operation. The
joint venture partners approved an expansion to the Round Mountain pit in late
2005 and mining activities were initiated in November 2005. The expanded
operations at Round Mountain have extended the mine's life through the year
2014.
Kinross' share of capital expenditures for 2005 was approximately $5.9
million.
112
[Map depicting location of Round Mountain mine]
113
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DIVIDEND POLICY
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No dividends on the Kinross common shares have been paid by Kinross to
date. For the foreseeable future, it is anticipated that Kinross will use
earnings, if any, to finance its growth and that dividends will not be paid to
shareholders, other than dividends payable to the holder of the Kinross
preferred shares in accordance with their terms. Pursuant to Kinross' syndicated
credit facility, Kinross is required to obtain consent from the lenders prior to
declaring any common share dividend.
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LEGAL PROCEEDINGS
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CLASS ACTION
Kinross was named as a defendant in a Class Action Complaint filed on or
about April 26, 2002 (the "Complaint"), entitled ROBERT A. BROWN, ET AL. V.
KINROSS GOLD U.S.A., INC., ET AL., Case No. CV-S-02-0605-PMP-RJJ, in the United
States District Court for the District of Nevada. The Complaint named as
defendants Kinross, its subsidiaries, Kinross Gold U.S.A., Inc. and Kinam Gold,
Inc. ("Kinam"), and Robert M. Buchan, former President and C.E.O. of Kinross.
The Complaint was filed on behalf of one potential class and three subclasses,
I.E., those who tendered their Kinam $3.75 Series B Preferred Stock (the "Kinam
Preferred") into the tender offer for the Kinam Preferred made by the Kinross
Gold U.S.A., those who did not tender their Kinam Preferred but later sold it
directly to Kinross or any of its controlled entities after closure of the
tender offer and delisting of the Kinam Preferred, and those who continue to
hold Kinam Preferred. The Complaint alleged, among other things, that amounts
historically advanced to Kinam should be treated as capital contributions rather
than loans, that the purchase of Kinam Preferred from certain institutional
investors in July 2001 constituted a constructive redemption of the Kinam
Preferred, an impermissible amendment to the conversion rights of the Kinam
Preferred, or the commencement of a tender offer, that Kinross and its
subsidiaries have intentionally taken actions for the purpose of minimizing the
value of the Kinam Preferred, and that the amount offered in the tender offer of
$16.00 per share was not a fair valuation of the Kinam Preferred. The Complaint
alleged breach of contract based on the governing provisions of the Kinam
Preferred; breach of fiduciary duties; violations of the "best price" rule under
Section 13(e) of the Securities Exchange Act of 1934, as amended, and the New
York Stock Exchange rules; federal securities fraud in violation of Section
10(b) and 14(c) of the Securities Exchange Act of 1934, as amended, and Rules
10b-5 and 14c-6(a) thereunder; violation of Nevada's anti-racketeering law; and
control person liability under Section 20A of the Securities Exchange Act of
1934, as amended. A second action seeking certification as a class action and
based on the same allegations was also filed in the United States District Court
for the District of Nevada on or about May 22, 2002. It named the same parties
as defendants. This action has been consolidated into the Brown case, and the
Brown plaintiffs have been designated as lead plaintiffs. Among other remedies,
the plaintiffs seek damages ranging from $9.80 per share, plus accrued
dividends, to $39.25 per share of Kinam Preferred or, in the alternative, the
issuance of 26.875 to 80.625 shares of Kinross for each Kinam Preferred. Kinross
brought a motion for judgment on the pleadings with respect to the federal
securities fraud claims. On September 29, 2003, the Court ruled that plaintiffs
had failed to adequately state any federal securities fraud claim, but allowed
the Plaintiffs an opportunity to file an amended complaint. In response, the
plaintiffs filed an Amended Class Action Complaint (the "Amended Complaint"),
and Kinross again moved for judgment on the pleadings on the federal securities
fraud claims. On November 2, 2004, the Court granted the second motion,
dismissing with prejudice Counts V, VI and VII of the Amended Complaint.
Subsequently, Kinross moved for judgment on the pleadings on Count III (the Best
Price Rule) and Count IV (the Nevada RICO Claims) of the Amended Complaint. The
Plaintiffs opposed the motion and filed a cross motion for summary judgment on
Count III (the Best Price Rule). On May 27, 2005, the Court denied Plaintiff's
motion for summary judgment and granted Kinross' motion and dismissed Counts III
and IV of the Amended Complaint. On June 14, 2005, the Court granted plaintiffs'
unopposed motion for certification of the class and three subclasses. Kinross
anticipates continuing to vigorously defend this litigation. Kinross cannot
114
reasonably predict the outcome of this action, and the amount of loss cannot be
reasonably estimated, therefore no loss contingency has been recorded in the
financial statements.
THE HELLENIC GOLD PROPERTIES LITIGATION
Pursuant to an October 14, 1998 judgment of the Ontario Court (General
Division), Kinross had been holding a 12% carried interest in the Hellenic Gold
Properties as constructive trustee for the Alpha Group. The Alpha Group
commenced an action for damages against TVX and Kinross alleging among other
things, a breach of trust arising from Kinross' decision to return the Hellenic
Gold Properties to the Greek Government and place TVX Hellas into bankruptcy. In
November 2005, Kinross entered into a settlement agreement with the Alpha Group
pursuant to which Kinross paid the Alpha Group $8.0 million inclusive of legal
costs and the parties exchanged mutual releases which brings all litigation
between Kinross and the Alpha Group to an end.
1235866 Ontario Inc. ("1235866"), the successor to Curragh Resources
Inc. commenced an action against the Alpha Group and TVX in 1998 relating to the
Hellenic Gold Properties. The action alleged that members of Alpha Group had
used confidential Curragh information in their pursuit of the Hellenic Gold
Properties and that Alpha and TVX held their respective interest in these
properties in trust for 1235866.
On July 28, 1999, TVX entered into an agreement with 1235866 whereby
1235866 agreed to limit any claim against TVX and diligently pursue its claim
against the Alpha Group. In the event that 1235866 was successful in its actions
against the Alpha Group, it would become entitled to a 12% carried interest as
defined in the agreement and the right to acquire a 12% participating interest
upon payment of 12% of the aggregate amounts expended by TVX and its
subsidiaries in connection with the acquisition, exploration, development and
operation of the Hellenic mines to the date of the exercise of the right to
acquire the participating interest.
As a result of Kinross' decision to return the Hellenic Mining
Properties to the Greek Government, place TVX Hellas into bankruptcy and settle
with the Alpha Group; 1235866 has threatened an action against Kinross for
breach of trust and breach of the agreement. To date no pleadings have been
exchanged with respect to the threatened action. Kinross believes that it has a
good defense to this threatened action.
On November 4, 2005, Kinross settled the litigation associated with the
Alpha group regarding the Hellenic mines for $8.0 million. The cost of this
settlement was included in the accrual for litigation in 2004 in Kinross'
financial statements.
SUMMA
In September 1992, Summa Corporation ("Summa") commenced a lawsuit
against Echo Bay Exploration Inc. and Echo Bay Management Corporation (together,
the "Subsidiaries"), 100% owned subsidiaries of Echo Bay, alleging improper
deductions in the calculation of royalties payable over several years of
production at McCoy/Cove and Manhattan mines ("Royalty Lawsuit.") The Manhattan
mine is no longer in production and the McCoy/Cove mine was sold in January
2003. The assets and liabilities of the Subsidiaries are included under the
heading Corporate and other in the segmented information (see Note 18). The
first trial was conducted in the Eighth Judicial District Court ("District
Court") of Nevada April 1997, with Summa claiming more than $13.0 million in
unpaid royalties and accrued interest. In September 1997, judgment was entered
on behalf of the Subsidiaries and the Subsidiaries were awarded approximately
$300,000 in attorneys' fees and litigation costs. Summa appealed this judgment
to the Nevada Supreme Court and in April 2002, the Supreme Court, sitting en
banc, reversed the Judgment of the trial court and returned the action to the
District Court for further proceedings consistent with its appellate opinion.
In September 2004, the District Court ordered that a new trial be
conducted in February 2005. In the new trial, Summa updated its claim for unpaid
royalties and accrued interest to the approximate amount of $25.0 million. In
May 2005, judgment was again entered in favor of the Subsidiaries, with Summa
receiving nothing by way of its complaint. The Subsidiaries' Motions for
Litigation Costs and Attorneys' Fees for both trial proceedings were granted,
resulting in a judgment against Summa in the approximate amount of $700,000.
Summa has filed its notice
115
of appeal in July 2005 and its brief of appellant in the Nevada Supreme Court in
January 2006. The Subsidiaries' responsive brief was filed on March 30, 2006. No
hearing date has been set for this appeal.
In March, 2004, Summa's successor in interest, Howard Hughes Properties
("Hughes"), filed an action in District Court against Echo Bay and its
Subsidiaries (collectively, ("Echo Bay Entities"), as well as Newmont Mining
Corporation ("Newmont") more than thirty current and former directors of the
Echo Bay Entities, Kinross and Newmont ("Director and Officer Defendants") and
fifty Doe defendants (collectively, "Defendants"). The lawsuit alleges claims
based upon a general allegation of a scheme or artifice to defraud, in which
Defendants, at various indeterminate times and places, diverted and distributed
the assets of Echo Bay Entities (to render the Echo Bay Entities insolvent) to
each other, so Hughes would be unable to collect any judgment it might obtain
against the Echo Bay Defendants (Echo Bay Management and Echo Bay Exploration)
in the Royalty Lawsuit. Immediately after being served, the Echo Bay Entities
filed a Demand for Change of Venue as of Right and simultaneously moved for a
Change of Venue. In May 2004, the District Court denied the motion without
explanation, although, as of that date, none of the defendants that had appeared
resided in Clark County. The Echo Bay Entities immediately filed their Notice of
Appeal from this venue ruling. The Echo Bay Entities also filed a Demand for
Stay of the District Court proceedings pending resolution of that appeal. The
District Court granted that motion in part and denied it in part, staying all
claims in Hughes' Complaint except for the claim asserting violation of the
Nevada Uniform Fraudulent Transfers Act ("NUFTA").
In September 2004, Hughes filed a First Amended Complaint. All
Defendants filed a series of motions pursuant to Nevada Rule of Civil Procedure
12 to the remaining NUFTA claim, including a Motion to Dismiss for Lack of
Personal Jurisdiction, a Motion for Judgment on the Pleadings and a Motion to
Dismiss as a sanction for failure to comply with the District Court's Order to
Amend. In January 2005, the District Court entered an Order granting all motions
except for the Motion of Judgment on the Pleadings.
On June 10, 2005, the Echo Bay Entities and Kinross filed a Motion for
Judgment on the Pleadings and to Dismiss, based on res judicata, as a final
judgment was entered against Summa in the Royalty Lawsuit. In response, Hughes
filed a Motion to Stay All Proceedings and later filed an Opposition, arguing
that the judgment entered in the Royalty Lawsuit is not a final judgment, and
that until the judgment becomes final (by affirmation from the Nevada Supreme
Court or otherwise), the NUFTA lawsuit should be stayed. The Echo Bay Entities
and Kinross opposed the motion to stay.
All of the pending motions were heard on July 5, 2005 by the District
Court. The District Court denied the Echo Bay Entities' and Kinross' Motion for
Judgment on the Pleadings and to Dismiss. However, the District Court did agree
with the Echo Bay Entities that all of Hughes' common law claims were not ripe
for adjudication and dismissed those claims. The District Court declined to
dismiss the NUFTA claim and instead entered an Order staying that the claim
pending the outcome of the Royalty Lawsuit appeal.
After this extensive motion practice, all claims from Hughes' Complaint
have been dismissed, except for the NUFTA claim, which is stayed pending the
outcome of the appeal on the Royalty Lawsuit. The only defendants remaining are
the Echo Bay Entities, Kinross, Newmont and five of the individual defendants
(who did not join in the motion to dismiss for lack of personal jurisdiction).
Hughes' motion to stay the venue appeal remains pending and Hughes filed its
Respondent's Answering Brief in March, 2006. Kinross cannot reasonably predict
the outcome of these actions and intends to continue to vigorously defend
against the claims.
INCOME TAXES
Kinross operates in numerous countries around the world and accordingly
is subject to, and pays annual income taxes under the various regimes in
countries in which it operates. These tax regimes are determined under general
corporate income tax laws of the country. Kinross has historically filed, and
continues to file, all required income tax returns and to pay the taxes
reasonably determined to be due. The tax rules and regulations in many countries
are complex and subject to interpretation. From time to time, Kinross will
undergo a review of its historic tax returns and in connection with such
reviews, disputes can arise with the taxing authorities over Kinross'
interpretation of the country's income tax rules. As at December 31, 2005,
Kinross had the following disputes.
116
BRAZIL
Mineracao Serra Grande S.A. ("MSG"), Kinross' 50% joint venture with
AngloGold Ashanti, which owns the Crixas mine received a tax reassessment in
November 2003 from the Brazilian IRS. The reassessment disallowed the claiming
of certain sales tax credits and assessed interest and penalties of which
Kinross' 50% share totals $10.2 million. Kinross and its joint venture partner
believe that this reassessment will be resolved without any material adverse
affect on its financial position, results of operations or cash flows.
In September 2005, MSG received assessments relating to payments of
sales taxes on exported gold deliveries from tax inspectors for the State of
Goias. Kinross' share of the assessments is approximately $29.0 million. The
counsel for MSG believes the suit is in violation of Federal legislation on
sales taxes and that there is a remote chance of success for the State of Goias.
The assessment has been appealed.
REGULATORY INVESTIGATIONS
The enforcement division of the SEC has requested that Kinross provide
documentation in connection with an informal inquiry focused on Kinross'
accounting of the business combination with TVX and Echo Bay. Kinross is
currently responding to this request.
The U.S. Department of Justice has notified Echo Bay that it is
investigating whether or not payments were made to organizations in the
Philippines in violation of U.S. Laws in connection with its mining operations
in the Philippines in the 1990's. Former officers of Echo Bay (which has been
amalgamated to Kinross) have provided testimonies with respect to this
investigation.
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DESCRIPTION OF CAPITAL STRUCTURE
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Information with respect to the capital structure of Kinross is
included under the caption "Description of Securities" beginning on page 221.
117
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MANAGEMENT OF KINROSS
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DIRECTORS
Set forth below is information regarding the directors of Kinross as of
June 30, 2006.
================================ ====================================================== =====================
NAME AND PLACE OF RESIDENCE PRINCIPAL OCCUPATION DIRECTOR SINCE
-------------------------------- ------------------------------------------------------ ---------------------
John A. Brough President, Torwest Inc. (real estate development January 19, 1994
Vero Beach, Florida company)
-------------------------------- ------------------------------------------------------ ---------------------
Tye W. Burt President and Chief Executive Officer of Kinross March 23, 2005
Toronto, Ontario
-------------------------------- ------------------------------------------------------ ---------------------
John K. Carrington Retired Mining Executive October 26, 2005
Thornhill, Ontario
-------------------------------- ------------------------------------------------------ ---------------------
Richard S. Hallisey President, Sullivan Holdings Limited December 5, 2004
Toronto, Ontario (wholly-owned family investment company)
-------------------------------- ------------------------------------------------------ ---------------------
John M.H. Huxley Principal, Algonquin Management Inc. (management May 31, 1993
Toronto, Ontario company)
-------------------------------- ------------------------------------------------------ ---------------------
John A. Keyes Retired Mining Executive March 3, 2003
The Woodlands, Texas
-------------------------------- ------------------------------------------------------ ---------------------
Catherine McLeod-Seltzer Chairman and Chief Executive Officer, Pacific Rim October 26, 2005
Vancouver, B.C. Mining Corporation
-------------------------------- ------------------------------------------------------ ---------------------
George A. Michals President, Baymont Capital Resources Inc. January 31, 2003
Orangeville, Ontario (investment holding company)
-------------------------------- ------------------------------------------------------ ---------------------
John E. Oliver Sr. Vice President, Retail and Small Business March 7, 1995
Halifax, Nova Scotia Banking, Scotiabank (financial institution)
-------------------------------- ------------------------------------------------------ ---------------------
Terence C.W. Reid Retired Executive January 5, 2005
Toronto, Ontario
================================ ====================================================== =====================
-------------------------
(1) Information respecting holdings of Common Shares, Restricted Share Rights
and Deferred Share Units has been provided by individual directors. Outside
directors are required to receive 50% of their annual compensation in
Deferred Share Units, subject to the right to make an annual election for a
cash payment instead of Deferred Share Units conditional upon meeting the
minimum DSU's share ownership requirements of the Board.
(2) Committees: A-Audit, C-Compensation, CG-Corporate Governance,
E-Environmental, Health & Safety, N-Nominating. The Board has also
appointed a Special Projects Committee currently comprised of Messrs.
Brough, Michals and Oliver.
Each of the directors has held the principal occupation set forth
opposite his or her name, or other executive offices with the same firm or its
affiliates, for the past five years, with the exception of Tye W. Burt, John K.
Carrington, Richard S. Hallisey, John A. Keyes, Catherine McLeod-Seltzer and
Terence C.W. Reid.
Prior to March 23, 2005, Mr. Burt was Vice Chairman and Executive
Director, Corporate Development of Barrick Gold Corporation since February 2004.
Prior to that he was Executive Director, Corporate Development of Barrick since
December 2002. From April 2000 to December 2002, he was a Principal of Harris
Partners Limited (investment banking) and President of Cartesian Capital Corp.
(investment banking). Prior to January 2005, Mr. Carrington was Vice-Chairman
and a director and prior to February 2004, he was Chief Operating Officer of
Barrick Gold Corporation. Prior to December 2001, Mr. Hallisey was
Vice-Chairman, National Bank Limited and, prior to January 1999, he was
Vice-Chairman, First Marathon Securities Limited. Mr. Keyes, prior to January
2001, was President and Chief Operating Officer of Battle Mountain Gold Company
and prior thereto was Senior Vice-President of Battle Mountain Gold Company.
Prior to January 2006, Ms. McLeod-Seltzer was President and Chief Executive
Officer of Pacific Rim Mining Corporation. Mr. Reid was president of Laketon
Investment Management between 2001 and 2003.
118
JOHN A. BROUGH
Mr. Brough has been President of Torwest Inc., a real estate development
company, since 1998. Prior to 1998, Mr. Brough held the position of Executive
Vice-President and Chief Financial Officer of iStar Internet Inc. Prior to 1997,
Mr. Brough was Senior Vice President and Chief Financial Officer of Markborough
Properties Limited. He holds a Bachelor of Arts degree and is a Chartered
Accountant.
TYE W. BURT
Mr. Burt was appointed President and Chief Executive Officer of Kinross
in March, 2005. Prior to that, Mr. Burt held the position of Vice Chairman and
Executive Director of Corporate Development of Barrick Gold Corporation. From
December 2002 to February 2004, he was Executive Director of Corporate
Development of Barrick Gold Corporation. From May 2002 - December 2002 he was
Principal, Harris Partners Limited (investment banking) (but consulting on a
full time basis to Barrick Gold). From May 2000 - May 2002 he was President of
Cartesian Capital Corp. Mr. Burt is also a director and Vice Chairman of the
audit committee of the Ontario Financing Authority and a director of NRX Global
Corporation. Mr. Burt is a member of the Law Society of Upper Canada and is a
graduate of Osgood Law School and holds a Bachelor of Arts degree from the
University of Guelph.
JOHN K. CARRINGTON
Mr. Carrington was Vice-Chairman and a director of Barrick Gold
Corporation from 1999 through 2004. Prior to that Mr. Carrington was Chief
Operating Officer of Barrick from 1996 until February 2004. He has also occupied
the functions of President and Executive Vice President, Operations of Barrick
in 1997 and 1995 respectively. Prior to that Mr. Carrington occupied
officerships in other mining companies, including Noranda Minerals Inc.,
Brunswick Mining & Smelting Inc. and Minnova Inc. Mr. Carrington holds a
Bachelor of Applied Science (Mining Engineering) and a Master of Engineering
(Mining). He is a member of the Association of Professional Engineers of
Ontario.
RICHARD S. HALLISEY
Mr. Hallisey is President and Director of Sullivan Holdings Limited, a
position he has held full time since December, 2001. From January 1999 to
December 2001, Mr. Hallisey was Vice-Chairman and Managing Director of National
Bank Financial. Prior to his position with National Bank Financial, Mr. Hallisey
was Co-founder, Vice-Chairman and Director of First Marathon Securities Limited.
Mr. Hallisey holds a Bachelor of Applied Science (Civil-Geological Engineering)
from the University of British Columbia and a Masters in Business Administration
from the University of Western Ontario.
JOHN M.H. HUXLEY
Mr. Huxley has been a principal of Algonquin Management Inc., the
manager of the Algonquin Power Income Fund, since 1997. Prior to that he was
President of Algonquin Power Corporation, a builder, developer and operator of
hydroelectric generating facilities in Canada and the United States. He holds a
Bachelor of Laws degree.
119
JOHN A. KEYES
Mr. Keyes most recently held the position of President and Chief
Operating Officer of Battle Mountain Gold Company until 2001. Mr. Keyes has a
Bachelor of Science degree (honours) and has completed an executive MBA course.
CATHERINE MCLEOD-SELTZER
Ms. McLeod-Seltzer is Chairman, Chief Executive Officer and a director
of Pacific Rim Mining Corp. She has been an officer and director of Pacific Rim
since 1997. From 1994 to 1996, she was President, Chief Executive Officer and a
director of Arequipa Resources Ltd., a publicly traded company which she
co-founded in 1992. From 1985 to 1993, she was employed by Yorkton Securities
Inc. as an institutional trader and broker, and also as Operations Manager in
Santiago, Chile (1991-92). She has a Bachelor degree in Business Administration.
She holds directorships in other publicly traded companies including Silver
Standard Resources Inc., Bear Creek Mining Corporation, Miramar Mining Corp.,
Stornoway Diamond Corporation and Peru Copper Inc.
GEORGE F. MICHALS
Mr. Michals is President of Baymont Capital Resources Inc., an
investment holding company. Mr. Michals has also served as an active member on
the boards of a number of private and public companies. Prior to January 2003,
Mr. Michals was also Chairman of the board of TVX Gold Inc. and from 1987 to
1990, he held the position of Executive Vice-President and Chief Financial
Officer of Canadian Pacific Limited. He holds a Bachelor of Commerce degree and
is a Chartered Accountant.
JOHN E. OLIVER
Mr. Oliver was appointed Senior Vice President, Atlantic Region, Bank of
Nova Scotia in March 2004. Mr. Oliver was previously Executive Managing Director
and Co-Head of Scotia Capital U.S., Bank of Nova Scotia since October 1999. From
1997 to 1999 Mr. Oliver was Senior Vice-President, Corporate and Real Estate
Banking of Bank of Nova Scotia and prior thereto, he was Senior Vice-President
of Real Estate Banking of Bank of Nova Scotia. Mr. Oliver was appointed the
Independent Chairman of Kinross in August 2002.
TERENCE C.W. REID
Mr. Reid retired as Vice-Chairman of CIBC Wood Gundy in 1997 after a
career there spanning thirty-one (31) years during which he provided investment
banking services to many of Canada's leading corporations. He subsequently acted
as a consultant in the electricity industry and helped develop an internet
start-up business. Between 2001 and 2003 he was president of Laketon Investment
Management, a leading Canadian investment asset manager. Mr. Reid has served on
a number of investment industry committees and was Chairman of the Montreal
Stock Exchange. He holds a diploma in law from the University of Witwatersrand,
Johannesburg and an MBA from the University of Toronto.
120
OFFICERS
The following table sets forth the names of each of the officers of
Kinross and all offices of Kinross held by each of them as of June 30, 2006.
NAME OFFICE HELD
HUGH A. AGRO Sr. Vice President, Corporate Development
Toronto, Ontario, Canada
RICK A. BAKER Sr. Vice President, Environmental, Health & Safety
Sparks, Nevada, United States
TIMOTHY C. BAKER Executive Vice President and Chief Operating Officer
Toronto,Ontario, Canada
THOMAS M. BOEHLERT Executive Vice President and Chief Financial Officer
Toronto, Ontario, Canada
TYE W. BURT President and Chief Executive Officer
Toronto, Ontario, Canada
MANOEL CERQUEIRA Vice President, Brazil
Rio de Janeiro, Brazil
J. MICHAEL DOYLE Sr. Vice President, Operations
Sparks, Nevada, United States
CHRISTOPHER T. HILL Sr. Vice President and Treasurer
Toronto, Ontario, Canada
GEOFFREY P. GOLD Sr. Vice President and Chief Legal Officer
Toronto, Ontario, Canada
JAANA M. HARKONEN Vice President, Human Resources
Toronto, Ontario, Canada
ROBERT D. HENDERSON Acting Vice President, Technical Services
Burlington, Ontario, Canada
HAL KIRBY Vice President and Corporate Controller
Toronto, Ontario, Canada
JOHN E. OLIVER Independent Chairman
Halifax, Nova Scotia, Canada
SHELLEY M. RILEY Vice President, Administration and Corporate Secretary
Toronto, Ontario, Canada
RONALD W. STEWART Sr. Vice President, Exploration
Oakville, Ontario, Canada
JAMES E. TOCCACELLI Sr. Vice President, Commumications
Toronto, Ontario, Canada
LISA M. ZANGARI Acting Sr. Vice Presidnt, Human Resources
Toronto, Ontario, Canada
The following sets forth biographical information for each of the
executive officers of Kinross who is not also a director of Kinross:
HUGH A. AGRO was appointed Sr. Vice President, Corporate Development on
August 5, 2005. Prior to that he was Vice President, Corporate Development from
April 2005 to August 2005. Prior to that Mr. Agro held the position of Vice
President, Corporate Development for Placer Dome Canada from May 2004 to April
2005. Prior to that Mr. Agro was a Principal of Senator Capital Partners from
April, 2001 to April, 2004. From August 1997 to April, 2001, Mr. Agro held the
positions of Vice President, Investment Banking, Global Metals & Mining Group
and Associate, Investment Banking respectively with Deutsche Bank Securities
Ltd.
121
RICK A. BAKER was appointed Sr. Vice President, Environmental, Health &
Safety on March 1, 2005. Prior to that Mr. Baker held the positions of Vice
President, Operations from October, 2003 to February, 2005 and Vice President
and General Manager, Reclamation Operations from March to September, 2003 of
Kinross Gold U.S.A., Inc. a 100% wholly-owned subsidiary of Kinross. Prior to
that he held the positions of General Manager, from August, 2001 to February,
2002 and Operations Manager from April, 2000 to July 2001 with Fairbanks Gold
Mining, Inc. a 100% wholly-owned subsidiary of Kinross. From July 1997 to March
2000, Mr. Baker was General Manager, McCoy/Cove Operation, Echo Bay Minerals
Company.
TIMOTHY C. BAKER was appointed as Executive Vice President and Chief Operating
Officer in June, 2006. Prior to that, Mr. Baker was Executive General Manager of
Placer Dome Chile from January 2005 to June 2006. From July 2003 to December
2004, Mr. Baker held the position of Managing Director, Placer Dome Tanzania and
from February 2002 to July 2003, Mr. Baker was Senior Vice President, Compania
Minera Zaldivar. Prior to that, Mr. Baker was Mine General Manager of Getchell
Gold Corp. from July 2000 to February 2002. Mr. Baker completed his Bachelor of
Science (Geology) at Edinburgh University in Scotland and attended the Executive
Management Program at Queen's University.
THOMAS M. BOEHLERT was appointed as Executive Vice President and Chief
Financial Officer on April 7, 2006. Mr. Boehlert has more than 20 years
experience in finance and banking. Most recently, he was Executive Vice
President and Chief Financial Officer of Texas Genco of Houston, an independent
electric power company from February 2005 to August 2005. Prior to that, he was
Executive Vice President and Chief Financial Officer of Direct Energy of
Toronto, a North American energy services company from February 2004 to February
2005. Mr. Boehlert was also Senior Vice President and Chief Financial Officer of
Sithe Energies of New York, an international independent electric power company
from June 2000 to November 2003. Mr. Boehlert spent 14 years as a banker at
Credit Suisse in New York and London where he was responsible for covering
energy companies and project finance activities. Mr. Boehlert holds a B.A. in
Accounting from Indiana University, an M.B.A., Finance from New York University
and is a certified public accountant.
TYE W. BURT was appointed President and Chief Executive Officer of
Kinross in March, 2005. Prior to that, Mr. Burt held the position of Vice
Chairman and Executive Director of Corporate Development of Barrick Gold
Corporation. From December 2002 to February 2004, he was Executive Director of
Corporate Development of Barrick Gold Corporation. From May 2002 - December 2002
he was Principal, Harris Partners Limited (investment banking) (but consulting
on a full time basis to Barrick Gold). From May 2000 - May 2002 he was President
of Cartesian Capital Corp. Mr. Burt is also a director and Vice Chairman of the
audit committee of the Ontario Financing Authority and a director of NRX Global
Corporation. Mr. Burt is a member of the Law Society of Upper Canada and is a
graduate of Osgood Law School and holds a Bachelor of Arts degree from the
University of Guelph.
MANOEL CERQUEIRA was appointed Vice President, Brazil in January 2006.
Prior to that, since being hired as Finance Manager of TVX Normandy Americas
(Canada) Inc. and TVX Normandy Americas (Cayman) Inc. in September 1999, he has
held positions as board member and officer of joint venture operators, Mineracao
Serra Grande S.A. (Crixas mine) and Rio Paracatu Mineracao, S.A. (Paracatu
mine). He also held the position of Vice President Finance of various
Kinross/TVX subsidiaries, TVX Normandy Americas (Canada) Inc., TVX Normandy
Americas (Cayman) Inc., Kinross Americas (Canada) Inc. and Kinross Americas
(Cayman) Inc.
J. MICHAEL DOYLE was appointed Sr. Vice President, Operations in June,
2004. Prior to that, Mr. Doyle was Vice President, Operations of Kinross Gold
U.S.A., Inc. from March, 2003 to May, 2004, a 100% wholly-owned subsidiary of
Kinross. From January 2003 to March 2003, Mr. Doyle was Vice President and
General Manager, Round Mountain Gold Corporation, a 100% wholly-owned subsidiary
of Kinross. From 2000 to 2003, Mr. Doyle was General Manager, Round Mountain
Gold Corporation and prior to that he held the position of Operations Manager,
Round Mountain Gold Corporation.
GEOFFREY P. GOLD was appointed Senior Vice President and Chief Legal
Officer in May 2006. Prior to that, Mr. Gold was with Placer Dome Inc., from
August 1994 to March 2006, most recently serving as Vice President, Assistant
Secretary and Associate General Counsel.
JAANA M. HARKONEN was appointed Vice President, Human Resources in June
2006. Prior to that, Ms. Harkonen was Director, Human Resources for Alderwoods
Group Inc. from May 2004 to June 2006. Prior to that, Ms. Harkonen was
Director, Human Resouces for prisam brandz inc. from October 2000 to May 2003.
ROBERT D. HENDERSON was appointed Acting Vice President, Technical
Services in July 2006. Prior to that, Mr. Henderson was Kinross' Director,
Technical Services from May 2004 to November 2005 and Manager, Metallurgy and
Mineral Processing from May 2004 to November 2005. Prior to that, Mr. Henderson
was Project Manager for Hatch Associates from February 2000 to May 2004.
122
CHRISTOPHER T. HILL is currently Sr. Vice President and Treasurer and
prior to March 2006 he was Sr. Vice President, Corporate Communication since
August 2005 and prior to that he was Vice President, Investor Relations since
May 2004. Mr. Hill was Vice President, Treasurer from May 1998 to March 2004.
HAL KIRBY was appointed Vice President and Corporate Controller in June
2005. Prior to that, Mr. Kirby was Director of Special Projects from November
2004 to June 2005. Prior to that he was General Director of Omolon Gold Mining
Company, a subsidiary of Kinross Gold Corporation, from November 2002 to May
2004 and prior to that he was Deputy General Director, Finance and
Administration of Omolon Gold Mining Company from September 1998 to November
2002.
JOHN E. OLIVER was appointed Senior Vice President, Atlantic Region,
Bank of Nova Scotia in March 2004. Mr. Oliver was previously Executive Managing
Director and Co-Head of Scotia Capital U.S., Bank of Nova Scotia since October
1999. From 1997 to 1999 Mr. Oliver was Senior Vice-President, Corporate and Real
Estate Banking of Bank of Nova Scotia and prior thereto, he was Senior
Vice-President of Real Estate Banking of Bank of Nova Scotia. Mr. Oliver was
appointed the Independent Chairman of Kinross in August 2002.
SHELLEY M. RILEY has been the Corporate Secretary of Kinross since June
1993 and was appointed Vice President, Administration and Corporate Secretary in
September, 2005.
RONALD W. STEWART has been the Sr. Vice President, Exploration of
Kinross since August 2005 and prior to that he was Vice President, Exploration
since March 2002. Prior to that date he was Director of Investor Relations for
Placer Dome from January 2000 to March 2002, Manager Mine Exploration for Placer
Dome from February 1998 to January 2000 and Country Exploration Manager,
Indonesia for Placer Dome from March 1996 to February 1998.
JAMES E. TOCCACELLI was appointed Sr. Vice President, Communications, in
June 2006. Prior to that, Mr. Toccacelli was Senior Vice President, Marketing
and Commuication for EDS Canada, Inc. from May 2000 to June 2006. In 2005, Mr.
Toccaceli was awarded the Philip A. Novikoff Award by the Canadian Public
Reations Society in recognition of his outstanding public relations and
community service. Mr.Tocacelli serves on the Board of Directors for the
Canadian Paralympics Committed and the Hincks Dellcrest Center, a facility for
children's mental health.
LISA M. ZANGARI was appointed Acting Sr. Vice President, Human Resources
in June 2006. Prior to that, Ms. Zangari was Vice President, Human Resouces for
Kinross Gold U.S.A., Inc. from September 2005 to June 2006. Ms. Zangari served
as Vice President, Human Resources of Placer Dome Canada from June 2003 to
September 2005. From January 2001 to June 2003 she held the position of Manager,
Corporate Performance Mangement and International Human Resources for the Placer
Dome group of companies.
In addition to the foregoing, Kinross has announced the appointment of
Tim Baker as Executive Vice President and Chief Operating Officer effective as
of June 15, 2006, and James Toccacelli as Senior Vice President, Communications,
effective June 19, 2006.
As at June 30, 2006, the directors and executive officers of Kinross, as
a group owned, directly or indirectly, or exercised control or direction over
less than 1% of the total number of Kinross common shares outstanding before
giving effect to the exercise of options or other convertible securities held by
such directors and executive officers. The statement as to the number of common
shares beneficially owned directly or indirectly or over which control or
direction is exercised by the directors and executive officers of Kinross as a
group is based upon information provided by the directors and executive
officers.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Business Corporations Act (Ontario), a corporation may
indemnify a director or officer, a former director or officer or a person who
acts or acted at the corporation's request as a director or officer of another
corporation of which the corporation is or was a shareholder or creditor, and
his or her heirs and legal representatives, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by him or her in respect of any civil, criminal or
administrative action or proceeding to which he or she is made a party by reason
of being or having been a director or officer of the corporation or such other
corporation, if: (1) he or she acted honestly and in good faith with a view to
the best interests of the
123
corporation; and (2) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he or she had reasonable
grounds to believe that his or her conduct was lawful. Any such person is
entitled to such indemnity from the corporation if he or she was substantially
successful on the merits in his or her defense of the action or proceeding and
fulfilled the conditions set out in (1) and (2) above. A corporation may, with
the approval of a court, also indemnify any such person in respect of an action
by or on behalf of the corporation or such other corporation to procure a
judgment in its favor, to which such person is made a party by reason of being
or having been a director or officer of the corporation or such other
corporation, if he or she fulfills the conditions set out in (1) and (2) above.
Kinross' bylaws require Kinross to indemnify the persons permitted to be
indemnified by the provisions of the Business Corporations Act (Ontario)
summarized above and every other person who properly incurred any liability on
behalf of Kinross or acted at Kinross' request.
Insofar as indemnification for liabilities arising under the Securities
Act of 1993 may be permitted to directors, officers, and controlling persons
pursuant to the foregoing provisions, Kinross has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
contrary to public policy as expressed in the Securities Act and, therefore, is
unenforceable.
CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS
No director or executive officer of Kinross or a shareholder holding a
sufficient number of securities to affect materially the control of Kinross is,
or within the ten years prior to the date hereof has been, a director or
executive officer of any company (including Kinross) that, while that person was
acting in that capacity, (i) was the subject of a cease trade or similar order
or an order that denied the relevant company access to any exemption under
securities legislation, for a period of more than 30 consecutive days; (ii) was
subject to an event that resulted, after the director or executive officer
ceased to be a director or executive officer, in the company being the subject
of a cease trade or similar order or an order that denied the relevant company
access to any exemption under securities legislation for a period of more than
30 consecutive days; or (iii) within a year of that person ceasing to act in
that capacity, became bankrupt, made a proposal under any legislation relating
to bankruptcy or insolvency or was subject to or instituted any proceedings,
arrangement or compromise with creditors or had a receiver, receiver manager or
trustee appointed to hold its assets, except as follows:
On April 14, 2005, the Ontario Securities Commission issued a definitive
management cease trade order which superseded a temporary management cease trade
order dated April 1, 2005 against all the directors and officers of Kinross in
connection with Kinross' failure to file its audited financial statements for
the year ended December 31, 2004. A similar order was issued by the Nova Scotia
Securities Commission against Mr. John Oliver dated July 6, 2005. These
management cease trade orders were lifted on February 22, 2006.
No director or executive officer of Kinross or a shareholder holding a
sufficient number of securities of Kinross to affect materially the control of
Kinross has, within the ten years prior to the date hereof, become bankrupt,
made a proposal under any legislation relating to bankruptcy or insolvency, or
become subject to or instituted any proceedings, arrangement or compromise with
creditors, or had a receiver, receiver manager or trustee appointed to hold the
assets of the director, officer or shareholder.
124
EXECUTIVE COMPENSATION
The following table sets forth all annual and long-term compensation for
services in all capacities to Kinross and its subsidiaries for the three fiscal
years ended December 31, 2005, in respect of each of the individuals who were,
at December 31, 2005, the Chief Executive Officer and the four senior executive
officers, whose total salary exceeded $100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
FOR YEAR 2005
==========================================================================================================================
ANNUAL COMPENSATION (1) LONG-TERM COMPENSATION (1)
--------------------------------------------------------------------------------------------------------------------------
AWARDS PAYOUTS
SHARES OR
UNITS
SUBJECT TO
SECURITIES RESALE
UNDER RESTRICTIONS
OTHER ANNUAL OPTIONS/ RESTRICTED
COMPEN- SARS SHARE LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS SATION(7) GRANTED(3) RIGHTS(3)(8) PAYOUTS COMPENSATION(1)(9)
POSITION YEAR ($) ($) ($) (#) ($) ($) ($)
--------------------------------------------------------------------------------------------------------------------------
Robert M. Buchan(2) 2005 206,350 Nil 15,861 Nil Nil N/A -
Former President & 2004 768,300 576,225 28,331 133,326 775,453 N/A 6,671,059
Chief Executive 2003 713,500 535,125 63,639 100,000 388,857 N/A 51,786
Officer
--------------------------------------------------------------------------------------------------------------------------
Tye W. Burt(2) 2005 471,430 660,320 16,699 150,000(3)(4) 630,441(3)(4) N/A 1,378,884(3)(4)
President and Chief 2004 N/A N/A N/A N/A N/A N/A N/A
Executive Officer 2003 N/A N/A N/A N/A N/A N/A N/A
--------------------------------------------------------------------------------------------------------------------------
Lars-Eric Johansson(11)2005 256,286 Nil 14,724 Nil 229,879(3) N/A 78,896
Senior Vice 2004 134,453 Nil 616 102,740 243,425 N/A 414,529
President & Chief 2003 N/A N/A N/A N/A N/A N/A N/A
Financial Officer
--------------------------------------------------------------------------------------------------------------------------
Scott A. Caldwell(11) 2005 376,449 331,710 81,206 82,424 336,235(3) N/A 1,235,489(5)
Executive Vice 2004 344,682 251,426 48,043 79,867 302,794 N/A 251,025
President and Chief 2003 273,806 121,295 7,222 53,125 132,211 N/A 15,500
Operating Officer
--------------------------------------------------------------------------------------------------------------------------
John W. Ivany(11) 2005 305,408 183,245 8,933 Nil 404,533(3) N/A 88,289
Executive Vice 2004 274,667 153,660 6,253 62,849 193,861 N/A 295,321
President 2003 237,685 102,030 9,070 44,688 111,213 N/A 18,597
--------------------------------------------------------------------------------------------------------------------------
Hal Kirby(6) 2005 163,257 74,276 10,778 9,605 216,094 N/A 125,281(6)
Vice President, 2004 130,561 96,762 45,042 18,614 23,261 N/A 5,809
Corporate Controller 2003 167,999 47,000 55,708 12,656 26,248 N/A 6,222
==========================================================================================================================
Allan D. 2005 201,615 256,732 2,519 Nil Nil N/A 695,863
Schoening(10) 2004 214,023 72,259 1,635 24,638 110,499 N/A Nil
Former Sr. Vice 2003 161,679 81,282 1,241 47,156 61,904 N/A 8,854
President, Human
Resources and
Community Relations
==========================================================================================================================
----------
(1) Compensation, which is paid in Canadian dollars, is reported in United
States dollars. The rates of exchanges used to convert Canadian dollars to
United States dollars are: 2003 - 0.7135, 2004 - 0.7683, 2005 - 0.8254.
(2) Mr. Buchan resigned as President and Chief Executive Officer and was
succeeded by Mr. Tye W. Burt in March 2005. Mr. Buchan's change of control
agreement with Kinross was triggered by the TVX and Echo Bay merger (see
"Employment Contracts"). Mr. Buchan received a lump sum payment of
$5,250,755 and his ERAP was credited with $504,197. In addition, Mr.
Buchan's ERAP was credited during 2004, with the sum of $916,107 for prior
year's services, consistent with the practice for other senior officers,
see footnote 9.
(3) As the Named Executive Officers were subject to a management cease trade
order in 2005 which was lifted in February 2006 and a blackout period on
trading until April 3, 2006, Kinross was not in a position to grant such
officers their annual allocation of options and Restricted Share Rights at
year end, in accordance with its usual practice. Accordingly, the options
and Restricted Share Rights which are reported above were not granted until
April 3, 2006.
(4) When Mr. Burt was hired in March of 2005, his employment offer letter
recognized the significant benefits he was forfeiting under his then
employer's long term incentive plans. Accordingly, Kinross agreed to issue
replacement securities to replace the securities being forfeited, and Mr.
Burt's agreement contained certain adjustment mechanisms if it was not
possible to grant securities of Kinross as a result of the management cease
trade order then in place. In April 2006, when it was possible to grant
such securities to Mr. Burt, he received 379,609 Restricted Share Rights,
450,000 options and a payment of $1,238,100 (which is included in the
amount under "All Other Compensation") pursuant to his employment offer
letter, referable to the benefits he forfeited with his previous employer.
The Restricted Share Units to which Mr. Burt was entitled on his hire date,
were valued at $2,365,636 as at such date. Mr. Burt declined an additional
6,000 Restricted Share Rights which were proposed as part of his 2005
annual compensation.
125
(5) Mr. Caldwell received a retention payment in consideration for forfeiting a
change of control entitlement payable in the event of his departure.
(6) Mr. Kirby was appointed Vice President, Corporate Controller in June, 2005.
Mr. Kirby received a retention payment of $103,175 in 2005.
(7) This section includes payments made in connection with parking, car
allowance, club dues, life insurance, contributions to the employee share
purchase plan, relocation expenses, and vested Restricted Share Rights.
(8) Amounts shown represent Restricted Share Rights granted as part of the
annual compensation package of each Named Executive Officer, valued at the
date of the grant based on the market price of the Common Shares on the TSX
on such date. From January 1, 2005 to and including April 3, 2006, the
following numbers of Restricted Share Rights were granted to the Named
Executive Officers: Mr. Buchan: Nil; Mr. Burt: 60,000; Mr. Johansson:
21,878, Mr. Caldwell: 32,000, Mr. Ivany: 38,500, Mr. Kirby: 20,565 and Mr.
Schoening: Nil. As at April 3, 2006, the aggregate number and value of
Restricted Share Rights held by the Named Executive Officers were as
follows: Mr. Buchan: 153,413 Restricted Share Rights - $1,952,947; Mr.
Burt: 60,000 Restricted Share Rights - $630,441 (excluding Restricted Share
Rights granted upon being hired); Mr. Johansson: 60,485 Restricted Share
Rights - $769,974; Mr. Caldwell: 74,357 Restricted Share Rights - $946,564;
Mr. Ivany: 78,653 Restricted Share Rights - $1,001,253; Mr. Kirby: 25,918
Restricted Share Rights - $329,936; Mr. Schoening: Nil Restricted Share
Rights - Nil$. In accordance with his employment offer letter Mr. Burt was
also granted 379,609 Restricted Share Rights in April 2006 for forfeiting
the benefits of incentive securities he held with his previous employer, in
accordance with his employment offer letter of March 2005. Restricted Share
Rights generally vest as to one third at the first anniversary date of the
grant, one third on the second anniversary date of grant and one third on
the third anniversary date of the grant, except that in March 2006, Mr.
Burt received 21,500 vested Restricted Share Rights, and 358,109 Restricted
Share Rights vesting January 1, 2007 which had been committed to him in his
March 2005 employment offer letter; Mr. Kirby received 10,000 Restricted
Share Rights in April 2006 vesting as to one third on May 31, 2006, one
third on May 31, 2007 and one third on May 31, 2008. The vesting of such
Restricted Share Rights was aligned with Mr. Kirby's promotion date rather
than with the grant date.
(9) This section includes contributions made to each Named Executive Officer's
retirement allowance ("ERAP" and registered retirement savings plan of
"RRSP"). In the case of Messrs. Buchan, Caldwell and Ivany payments were
made to the ERAP for prior years' services.
(10) Mr. Schoening's employment with Kinross ended in 2005 and as part of his
severance, Mr. Schoening received a lump sum of $405,787 and $290,076 was
credited to his executive retirement allowance.
(11) Mr. Johansson resigned as Senior Vice President and Chief Financial Officer
in April 2006. Mr. Ivany resigned as Executive Vice President effective
May 2006. Mr. Caldwell resigned as Executive Vice President and Chief
Operating Officer in June 2006.
126
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth stock options granted under Kinross'
Stock Option Plan during the fiscal year ended December 31, 2005, to each of the
Named Executive Officers.
The options become exercisable as to 33-1/3% on each of the first,
second, and third anniversary of the date of grant. The exercise price of the
option is the market value (as defined in Kinross' Share Incentive Plan) of the
common shares on the date of grant.
OPTION GRANTS DURING THE YEAR ENDED DECEMBER 31, 2005(1)
=============================================================================================================================
Market Value of
Securities
Percent of Total Underlying Options
Securities Under Options Granted to Exercise or On the Date of
Options Granted Employees in Base Price Grant Expiration
Name (#)(2) Financial Year(3) (Cdn$/security) (Cdn$/Security) Date
-----------------------------------------------------------------------------------------------------------------------------
Robert M. Buchan Nil Nil N/A N/A N/A
=============================================================================================================================
Tye W. Burt(4) 150,000 9.11% 12.73 12.73 April 3, 2011
=============================================================================================================================
Lars-Eric Johansson Nil Nil N/A N/A N/A
=============================================================================================================================
Scott A. Caldwell 82,424 5.01% 12.73 12.73 April 3, 2011
=============================================================================================================================
John W. Ivany Nil Nil N/A N/A N/A
=============================================================================================================================
Hal Kirby 36,019 2.19% 12.73 12.73 April 3, 2011
=============================================================================================================================
Allan D. Schoening Nil Nil N/A N/A N/A
=============================================================================================================================
-------------------------
(1) As a result of a management cease trade order and company trading blackout,
the grant of options for the 2005 annual compensation package of Named
Executive Officers was not effected until April 2006. Kinross has reported
such grants as part of their 2005 compensation.
(2) The class of securities underlying all stock options is Common Shares. All
stock options vest as to 33?% on each of the first, second and third
anniversary dates of the grant.
(3) Based on the total number of options granted pursuant to the Stock Option
Plan from January 1, 2005 to April 3, 2006 of 1,646,650.
(4) The above reports the annual compensation of Mr. Burt. In addition to the
above, Mr. Burt was promised 450,000 options upon being hired as a result
of forfeiting the benefits of incentive securities he held with his
previous employer. The grant of such options was effected in April 2006 and
have an exercise price of $12.73 per share (the then market value), vesting
as to 33?% on each of the first, second and third anniversary dates of the
date of hire of Mr. Burt (March 23, 2005), for a five year term.
127
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
No options were exercised in 2005 by the Named Executive Officers. The
following table provides details regarding stock options exercised by the Named
Executive Officers during the year ended December 31, 2004 and year-end option
values.
PENSION AND OTHER BENEFIT PLANS
EXECUTIVE RETIREMENT ALLOWANCE PLAN
In 2004, Kinross adopted an Executive Retirement Allowance Plan (the
"ERA Plan"). Under the ERA Plan, the Named Executive Officers are not required
to make contributions to the ERA Plan as contributions and payment of all
entitlements of the Named Executive Officers under the ERA Plan (the "Retirement
Allowance") are the sole responsibility of Kinross.
The Retirement Allowance payable to each Named Executive Officer under
the ERA Plan is equal to the sum of three parts. The first part is calculated on
the basis of 15% of the Named Executive Officer's base salary plus any bonus
paid during the employment period, which is equal to one-half of the number of
months commencing from the date upon which the employment of the Named Executive
Officer began and December 31, 2003 (the "Pre-January 1, 2004 Entitlement").
Each Named Executive Officer's Pre-January 1, 2004 Entitlement shall vest at a
rate of 1/24th at the end of each month until fully vested.
The second part is calculated on the basis of 15% of the Named Executive
Officer's base salary plus any bonus paid during the period, which is equal to
that number of full months from and after January 1, 2004 during which the Named
Executive Officer was continuously employed by Kinross (the "Post-January 1,
2004 Entitlement"). Each Named Executive Officer's Post-January 1, 2004
Entitlement shall vest as to 1/12th at the end of each month of continuous
service to Kinross.
The third part of the Named Executive Officer's entitlement is
calculated on the basis of 15% of any severance amount payable to the Named
Executive Officer upon a change of control of Kinross under the terms of the
Executive Severance Agreement (the "Severance Entitlement"). The Executive's
Severance Entitlement shall vest in full as of the day immediately prior to the
date on which the change of control occurs.
Interest shall be calculated and compounded on the Retirement Allowance
in question for the periods fixed by the terms of the ERA Plan at the end of
each quarter at the average annual yield rate for Government of Canada bonds, as
published by the Bank of Canada on the day prior to the date upon which the
fiscal quarter begins.
Based on accrued and vested entitlements, Kinross agreed to pay to each
Named Executive Officer their Retirement Allowance by either: (a) consecutive
monthly payments commencing in the month immediately following the date upon
which the Named Executive Officer leaves the employment of Kinross (the
"Retirement Date") and continuing for a period of not less than three or greater
than ten years (the "Executive's Payout Period"), or (b) a lump sum payment
equal to the Retirement Allowance accrued to the date of payment.
OTHER BENEFITS
Kinross' subsidiary, Kinross Gold U.S.A., Inc., has a retirement plan in
which two Named Executive Officers are eligible to participate.
Employees are allowed to make contributions to the Kinross Gold
Retirement Plan from salary deductions each year subject to certain limitations.
The plan is a "safe harbor" plan under which Kinross matches 100% of the
participants' salary deferrals into the plan up to a maximum of 6% of
compensation. Kinross also currently makes a 2% contribution to all eligible
employees, whether or not the employee elects to make salary deferrals. However,
any employee who is eligible to participate in the ERA Plan described above is
not eligible to receive matching or other Company contributions under the
Kinross Gold Retirement Plan. Participants are immediately vested in all
128
contributions under the Plan. Participants are allowed to direct the investment
of their account within a group of designated investment funds.
EMPLOYMENT CONTRACTS
Kinross has entered into a change of control agreement with certain of
its Named Executive Officers, as set forth below, providing for a severance
payment equal to two (in the case of Messrs. Kirby and Ivany) and two and
one-half (for Messrs. Burt, Caldwell, and Boehlert) multiplied by the sum of
such officers' compensation (annual base salary and benefits) and target bonus.
For Messrs. Burt, Caldwell and Boehlert, the severance payment is payable to
such officer following a change of control of Kinross, at his option. The
severance amount is payable at the option of Mr. Burt provided he exercises his
option within 12 months following a change of control. In the case of Messrs.
Kirby and Ivany, the severance is paid to such officers if a triggering event
occurs following a change of control. A triggering event includes: (i) an
adverse change in the employment terms of the executive, (ii) a diminution of
the title of the executive; (iii) a change in the person to whom the executive
reports (subject to certain exceptions); and (iv) a change in the location at
which the executive is required to work (subject to certain exceptions). The
severance amount is payable at the option of Messrs. Kirby and Ivany provided
the exercise of such option occurs within 18 months following the change of
control and within six months of the triggering event.
The issuance of Common Shares equal to more than 50% of the then
outstanding capital of Kinross as part of the TVX/Echo Bay merger triggered the
change of control provisions of Mr. Buchan's severance agreement and as a
result, Mr. Buchan was paid accordingly as part of his severance upon departing
Kinross. See the details of such payments under "Summary Compensation Table."
Other than as described above, Kinross (and its subsidiaries) currently
has no employment contracts in place with the Named Executive Officers and no
compensatory plans or arrangements with respect to the Named Executive Officers
that results or will result from the resignation, retirement or any other
termination of employment of such officers' employment with Kinross (and its
subsidiaries), from a change of control of Kinross (and its subsidiaries) or a
change in the Named Executive Officers' responsibilities following a change of
control.
Mr. Caldwell's employment arrangement was renegotiated in December 2005.
Should his employment be terminated without cause and outside of a change of
control prior to December 31, 2006, Mr. Caldwell will receive a lump sum
equivalent to 18 months' salary and bonus increasing annually for each year of
service capped at 24 months in salary and bonus.
CERTAIN TRANSACTIONS
To the best of Kinross' knowledge, and other than as disclosed in this
Proxy Statement/Prospectus, in the notes to Kinross' financial statements and
its MD&A, there are no known existing or potential conflicts of interest between
Kinross and any director or officer of Kinross, except as disclosed below that
certain of the directors and officers serve as directors and officers of other
public companies and therefore it is possible that a conflict may arise between
their duties as a director or officer of Kinross and their duties as a director
or officer of such other companies.
The directors and officers of Kinross are aware of the existence of laws
governing accountability of directors and officers for corporate opportunity and
requiring disclosures by directors of conflicts of interest and Kinross will
rely upon such laws in respect of any directors' and officers' conflicts of
interest or in respect of any breaches of duty by any of its directors or
officers. All such conflicts will be disclosed by such directors or officers in
accordance with the Business Corporations Act (Ontario) and they will govern
themselves in respect thereof to the best of their ability in accordance with
the obligations imposed upon them by law.
During 2004, Kinross entered into a shareholders agreement providing for
the organization of Kinross Forrest Ltd. ("KF Ltd.") and the issuance of 35% of
the shares of KF Ltd. to Kinross, 25% to a company controlled by Art Ditto, then
a director and officer of Kinross, and 40% to an unrelated third party. Mr.
Ditto paid Kinross his share of the expenses incurred in the amount of $0.3
million. As at December 31, 2004, this investment was valued at $0.1 million on
Kinross' balance sheet.
129
KF Ltd. is a corporation incorporated under the laws of the Territory of
the British Virgin Islands and is a party to a joint venture with La Generale
des Carrieres et des Mines, a Congolese state-owned mining enterprise. The joint
venture was formed for the purpose of exploiting the Kamoto Copper Mine located
in the Democratic Republic of Congo.
On September 2, 2005, Kinross agreed to sell 23.33% of the shares of KF
Ltd. to Balloch Resources Ltd., (now Katanga Mining Limited, "Katanga")
retaining 11.67% of the shares for CDN $5.45 million. The parties also agreed in
2005 to provide Katanga with an option to purchase Kinross' 11.67% remaining
interest. At the time of entering into the agreement, Mr. Robert Buchan, a
former director and officer of Kinross, held an 8.5% interest in the outstanding
common shares of Katanga. Art Ditto, who is a former director and officer of
Kinross, owned a 17.1% interest in the outstanding common shares of Katanga and
Mr. Ditto was appointed as the President and Chief Executive Officer of Katanga.
For more information, refer to Kinross' MD&A and note 22 of its audited annual
financial statements.
John E. Oliver is Senior Vice President, Atlantic Region, of the Bank of
Nova Scotia. The Bank of Nova Scotia is a co-lead of the lending syndicate for
Kinross' credit facility. The Bank of Nova Scotia's commitment to the credit
facility is approximately $60.0 million. Mr. Oliver's duties do not include
responsibilities in the commercial lending department responsible for management
and decisions with respect to the Kinross credit facility. The board of Kinross
does not consider this relationship to present a conflict of interest with Mr.
Oliver's responsibilities as a board member or in any way as reasonably
affecting his independence.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Other than as described elsewhere in this Proxy Statement/Prospectus,
the notes to Kinross' financial statements and its MD&A, since January 1, 2003,
no director, executive officer or 10% shareholder of Kinross or any associate or
affiliate of any such person or company, has or had any material interest,
direct or indirect, in any transaction that has materially affected or will
materially affect Kinross or any of its subsidiaries.
DIRECTORS AND OFFICERS' INSURANCE
Kinross has a policy of insurance for its directors and officers and
those of its subsidiaries. The limit of liability applicable to all insured
directors and officers under the current policies, which expire on February 15,
2007, is $25.0 million in the aggregate inclusive of defense costs. Under the
policies, Kinross has reimbursement coverage to the extent that it has
indemnified the directors and officers in excess of a deductible of $5.0 million
each loss for securities claims and $1.0 million each loss for non-securities
claims. The total premium charged to Kinross in respect of coverage for 2005 was
$1,117,058 and $775,000 for 2004, no part of which is payable by the directors
or officers of Kinross.
The by-laws and standard indemnity agreements of Kinross also provide
for the indemnification of Kinross' directors and officers from and against any
liability and cost in respect of any action or suit against them in connection
with the execution of their duties of office, subject to the limitations
contained in the Business Corporations Act (Ontario).
COMPENSATION OF DIRECTORS
Effective October 1, 2003 the Board of Directors' adopted a Flat Fee
Structure and the Deferred Share Plan (the "DSU Plan"). In accordance with the
terms of the revised fee structure for the year ended December 31, 2004: outside
director(s) each received an annual retainer of CDN $75,000; the Chairs of the
Compensation, Corporate Governance, Environmental and Nominating Committees each
received an additional annual retainer of CDN $10,000; the Chair of the Audit
Committee received an additional annual retainer of CDN $25,000 and the
Independent Chairman received an additional annual retainer of CDN $125,000. The
flat fee was paid 50% in cash and 50% in deferred share units ("DSU's"). In
addition, such directors were also entitled to the reimbursement of their
expenses.
130
Effective July 1, 2005 the Board of Directors approved a revised flat
fee structure. Under the new fee structure, outside directors each receive a
flat annual fee of CDN $100,000; the Chair of each committee receives an
additional CDN $15,000; members of the Audit Committee receive an additional CDN
$25,000 and the Chair of the Audit Committee receives an additional CDN $40,000.
The Independent Chairman receives an additional CDN $150,000 (but may not
receive additional fees for acting as a committee Chair or for being a member of
the Special Projects Committee). The flat fee is paid 50% in cash and 50% in
DSU's. However, a director who has exceeded his or her minimum DSU's/shares
ownership requirement, as described below, may elect (on an annual basis) to
receive all or a portion of the DSU's compensation in cash. In addition, such
directors were also entitled to the reimbursement of their expenses.
REPORT ON 2005 EXECUTIVE COMPENSATION
COMPOSITION OF THE COMPENSATION COMMITTEE
The Compensation Committee members are Messrs. Oliver (Chairman), Brough
and Huxley, all of whom are independent directors, as defined in the corporate
governance guidelines of the Canadian securities administrators. In carrying out
its mandate, the Compensation Committee met once in the year ended December 31,
2005. The Compensation Committee retained a compensation consultant to assist in
market analysis and receive advice on compensation matters.
EXECUTIVE COMPENSATION PROGRAM
The executive compensation program of Kinross is designed to encourage,
compensate and reward employees on the basis of individual and corporate
performance, both in the short and long term. Base salaries are set at levels
which are competitive with the base salaries paid by similar corporations within
the mining industry. Compensation is directly tied to corporate and individual
performance. Bonuses are directly tied to the performance of Kinross. Share
ownership opportunities are provided as an incentive to align the interests of
senior officers with the longer term interests of shareholders and to reward
past performance.
Compensation for Named Executive Officers, as well as for the senior
officers as a whole, consists of a base salary, bonus, stock options and
restricted share rights.
BASE SALARY
Corporate office base salaries are established at a competitive level.
The level of base salary for each senior officer of Kinross is determined by the
level of responsibility and the importance of the position to Kinross as well as
the experience and overall performance level of such officer.
For 2005, the President and Chief Executive Officer presented salary
recommendations to the Compensation Committee with respect to the senior
officers of Kinross. The Compensation Committee's recommendations for the base
salaries for the senior officers were then submitted for approval by the Board
of Directors of Kinross.
BONUS
The Committee set the proposed bonuses for the 2005 fiscal year of
Kinross for the Named Executives Officers based on the performance of the Chief
Executive Officer and the senior executives with particular emphasis on the
following performance metrics:
(a) shareholder value creation;
(b) corporate financial performance; and
(c) implementation of strategic goals.
131
The Committee also reviewed comparator groups to determine that bonuses
were in line with market expectations.
SHARE INCENTIVE PLAN
The Share Incentive Plan of Kinross is designed to advance the interests
of Kinross by encouraging employees to acquire equity participation in Kinross
through the acquisition of Common Shares. The Share Incentive Plan consists of
the Stock Option Plan and the Share Purchase Plan. Currently the maximum number
of Common Shares issuable pursuant to the Share Incentive Plan is 12,833,333,
representing approximately 3.7% of the number of Common Shares currently issued
and outstanding.
The Compensation Committee may at its absolute discretion amend, modify
or change the provisions of the Share Incentive Plan or any options granted
under the Stock Option Plan provided that such amendment, modification or change
(i) which would materially increase the benefits under the Share Incentive Plan
or any options, (ii) increase the number of Common Shares which may be issued
under the Share Incentive Plan; (iii) materially modify the requirements as to
eligibility for participation under the Share Incentive Plan; or (iv) amend,
modify or change the section of the plan granting authority to the Compensation
Committee to determine exercise periods of options, shall only be effective upon
such amendment, modification or change being approved by the shareholders of
Kinross if required by the relevant stock exchange or any securities regulatory
authority having jurisdiction and the securities of Kinross. Any other changes
or modifications are subject, if required, to regulatory approval.
OPTIONS
The Stock Option Plan of Kinross is administered by the Compensation
Committee. The Stock Option Plan is designed to give each holder of an option an
interest in preserving and maximizing shareholder value in the longer term, to
enable Kinross to attract and retain individuals with experience and ability and
to reward individuals for current and future performance. Employees, officers
and consultants of Kinross (and its affiliates designated by the Compensation
Committee) are eligible as determined by the Compensation Committee to
participate to the Stock Option Plan. The Compensation Committee considers
option grants when reviewing key employee compensation packages. Any grant
recommendations made by the Compensation Committee requires approval by the
Board of Directors of Kinross. In determining the number of options to be
granted, the Compensation Committee gives consideration to an individual's
present and potential contribution to the success of Kinross.
The number of options, which may be issued under the Stock Option Plan
in the aggregate and in respect of any fiscal year, is limited under the terms
of the Stock Option Plan and cannot be increased without shareholder and
regulatory approval. The exercise price per share is not less than the closing
price of the Common Shares on the TSX on the trading day preceding the day on
which the option is granted. Each option is for a term of five years, unless the
option would expire during a corporate blackout trading period, in which case
options issued after December 21, 2005, will expire on the 10th business day
following the end of the blackout period. The vesting period of options is at
the discretion of the Compensation Committee, but as matter of practice the
vesting period of options are one-third after the first anniversary of the
grant, one-third after the second anniversary of the grant and one-third after
the third anniversary of the grant.
The maximum number of Common Shares issuable under the Stock Option Plan
is currently set at 9,166,667 in the aggregate, representing 2.6% of the
outstanding number of Common Shares. The maximum number of Common Shares
issuable to insiders, at any time, pursuant to the Share Incentive Plan and all
other compensation arrangements of Kinross is limited to 10% of the total number
of Common Shares outstanding. The maximum number of Common Shares issued to
insiders pursuant to the Share Incentive Plan within a one-year period, is
limited to 10% of the total number of Common Shares then outstanding. These
restrictions on the number of Common Shares issuable or issued to insiders under
the Stock Option Plan were adopted by the Board of Directors of Kinross on
December 21, 2005, in accordance with TSX Staff Notice 2005-0001. The maximum
number of Common Shares issuable to any one insider and such insider's
associates pursuant to the Stock Option Plan, within a one year period, is
limited to 5% of the total of Common Shares then outstanding. The maximum
132
number of Common Shares reserved for issue to any one person under the Stock
Option Plan is limited to 5% of the outstanding number of Common Shares from
time to time.
Options are not assignable. Upon termination or retirement of a
participant, his or her options if then exercisable may be exercised within 60
days. Notwithstanding the foregoing, in the event of a retirement or a
termination, the Compensation Committee may determine when any option shall
become exercisable. In the event of a change of control all options outstanding
shall become immediately exercisable.
The initial grants of options to officers and employees of Kinross and
options granted by and inherited from Kinross' predecessor companies were
ratified by the full Board of Directors of Kinross. All subsequent grants were
reviewed by the Compensation Committee and recommended to and approved by the
Board of Directors of Kinross.
On December 21, 2005, the Board of Directors amended the Stock Option
Plan to extend the expiry term of options issued after December 21, 2005 which
expire during a corporate blackout trading period to the 10th business day
following the expiry of such blackout. This amendment is subject to
shareholders' approval.
SHARE PURCHASE PLAN
For the year ended December 31, 2005, employees of Kinross or designated
affiliates were entitled to contribute up to 10% of their annual base salary to
the Share Purchase Plan. Kinross matches as to 50% of the participant's
contribution on a quarterly basis and each participant is then issued Common
Shares having a value equal to the aggregate amount contributed to the Share
Purchase Plan by the participant and by Kinross. The purchase price per share is
the weighted average closing price of the Common Shares on the TSX, for
participants resident in Canada, or the NYSE, for participants resident in the
United States, for the 20 consecutive trading day period prior to the end of the
calendar quarter in respect of which the Common Shares are issued. Such Common
Shares are delivered to participants six months following their date of issue.
In the event of termination of employment or death of an employee, any portion
of the participant's contribution then held in trust shall be paid to the
participant or his or her estate and any portion of Kinross' contribution shall
be returned to Kinross. In addition, any Common Shares held in safekeeping will
be purchased for cancellation at an amount equal to the participant's
contribution and the proceeds will be paid to the participant or the shares will
vest after six months and issued to the participant at the participant's
election. The maximum number of Common Shares issuable under the Share Purchase
Plan is currently set at 3,666,666 Common Shares in the aggregate.
RESTRICTED SHARE PLAN
The Restricted Share Plan of Kinross is administrated by the
Compensation Committee. The purpose of the Restricted Share Plan is to advance
the interests of Kinross through the motivation, attraction and retention of
employees, officers and consultants of Kinross and to secure for Kinross and its
shareholders the benefits inherent in the ownership of Common Shares to key
employees, directors and consultants of Kinross. Restricted share rights
("Restricted Share Rights") may be granted by the Compensation Committee to
employees, officers and consultants of Kinross as a discretionary payment in
consideration of past services to Kinross. In determining the eligibility of
participants to the Restricted Share Plan, the Compensation Committee considers
the present and potential contributions and the services rendered by each
particular participant to the success of Kinross.
A Restricted Share Right is exercisable for no additional consideration
into one Common Share on the later of: (i) the end of a restricted period of
time wherein a Restricted Share Right cannot be exercised as determined by the
Committee ("Restricted Period"); and (ii) a date determined by an eligible
participant that is after the Restricted Period and before a participant's
retirement date or termination date (a "Deferred Payment Date"). The maximum
number of Common Shares issuable under the Restricted Share Plan is currently
set at 4,000,000. The maximum number of Common Shares issuable at any time to
insiders pursuant to the Restricted Share Plan and all other compensation
arrangements of Kinross' 10% of the total number of Common Shares outstanding.
The maximum number of Common Shares issued to insiders pursuant to the
Restricted Share Plan and all other compensation arrangements of Kinross, within
a one-year period, is limited to 10% of the total number of Common Shares then
outstanding. These restrictions to the number of Common Shares issuable or
issued to insiders under the Restricted
133
Share Plan were adopted by the Board of Directors on December 21, 2006 in
accordance with TSX Staff Notice 2005-0001. The maximum number of Common Shares
issuable to any one insider and such insider's associates pursuant to the
Restricted Share Plan, within a one-year year period, is limited to 5% of the
total number of Common Shares then outstanding. The maximum number of Common
Shares reserved for issue to any one person under the Restricted Share Plan is
limited to 5% of the total number of Common Shares then outstanding. The maximum
number of Common Shares reserved for issue to any one person under the
Restricted Share Plan is limited to 5% of the number of Common Shares
outstanding from time to time.
The grant of a Restricted Share Right is evidenced by a Restricted Share
Rights agreement between a participant and Kinross which is subject to the
Restricted Share Plan and may be subject to other terms and conditions that are
not inconsistent with the Restricted Share Plan and which the Compensation
Committee deems appropriate.
Canadian participants seeking to set a Deferred Payment Date must give
Kinross at least 60 days notice prior to the expiration of the Restricted Period
in order to effect such change. Canadian participants electing to change a
Deferred Payment Date must give Kinross prior written notice not later than 60
days prior to the Deferred Payment Date.
In the event of a participant's retirement or termination during a
Restricted Period, any Restricted Share Rights automatically terminate, unless
otherwise determined by the Committee. In the event of the retirement or
termination after the Restricted Period and prior to any Deferred Payment Date,
any Restricted Share Rights shall be immediately exercised without any further
action by the participant and Kinross shall issue Restricted Shares and any
dividends declared but unpaid to the participant. In the event of death or
disability, such Restricted Share Rights shall be immediately exercised.
If a participant holds Restricted Share Rights that are subject to a
Restricted Period, the Committee shall have the discretion to pay a participant
cash equal to any cash dividends declared on the Common Shares at the time such
dividends are ordinarily paid to holders of the Common Shares. Kinross shall pay
such cash dividends, if any, to those participants that hold Restricted Share
Rights that are no longer subject to a Restricted Period and are exercisable at
a Deferred Payment Date.
Restricted Share Rights are not assignable.
In the event of a change of control, all Restricted Share Rights shall
be immediately exercised notwithstanding the Restricted Period and any
applicable Deferred Payment Date.
The Restricted Share Plan may be amended by the Compensation Committee
from time to time provided that any amendment that: (i) materially increases the
benefits under the Restricted Share Plan; (ii) increases the number of Common
Shares issuable under the Restricted Share Plan; or (iii) materially modifies
the requirements as to eligibility for participation in the Restricted Share
Plan shall only be effective upon such amendment being approved by the
shareholders of Kinross, if required by the relevant stock exchanges or any
other regulatory authority having jurisdiction over the securities of Kinross.
The Restricted Share Plan shall remain in effect until terminated by the
Directors.
PRESIDENT AND CHIEF EXECUTIVE COMPENSATION FOR 2005
Mr. Tye W. Burt was appointed President and Chief Executive Officer of
Kinross in March 2005. Mr. Burt was paid a base salary of $471,430 in 2005,
which was in the view of the Board of Directors, an appropriate salary
consistent with salaries paid in the industry and for securing Mr. Burt's
employment with Kinross at the time his employment offer was made.
Mr. Burt was instrumental in restructuring the upper and lower levels of
management of Kinross and in streamlining the operations of Kinross. He was
successful in adding to the senior management team highly skilled members such
as the new Sr. Vice President, Corporate Development and the Sr. Vice President,
Human Resources. Under Mr. Burt's leadership, the operational management
structure also evolved to more regional structure.
134
Mr. Burt was also successful in negotiating further extensions for the
Crown transaction and in bringing a conclusion to the regulatory review of
Kinross' financial statements and completed the restatement process. He was also
instrumental in selecting and retaining new auditors for Kinross.
Mr. Burt conducted with the senior management team, a full review of the
contributions of each of Kinross' assets. Under Mr. Burt's leadership, Kinross
delivered on its operational objectives, including reaching its costs and
production targets, achieving the restart of the Refugio mine, moving forward
with the Paracatu expansion and commencing capital projects at Round Mountain
and Fort Knox. Under Mr. Burt's direction, an aggressive exploration program,
most notably at Paracatu, yielded significant increases in mineral reserves.
Overall from the December 31, 2004 reserves compared to the December 31, 2005
reserves, Kinross reported an increase of 27% in total mineral reserves to 24.7
million ounces.
Mr. Burt brought Kinross' focus on strategic objectives to maximize net
asset value and cash flow through a four-point plan built on growth from core
operations; expanding capacity for the future, attracting and retaining the best
people in the industry; and driving new opportunities through exploration and
acquisition. As part of this program Kinross successfully realized proceeds from
the disposition of redundant and non-core assets, such as the Norseman property,
the Aquarius property and equity positions in small companies.
In addition, Mr. Burt took a very active role to enhance Kinross'
profile with investors with very positive results.
As a result of his achievements, Mr. Burt received a bonus of $660,320
for the year 2005. No options or Restricted Share Rights were granted to Mr.
Burt in 2005 as a result of the regulatory management cease trade order.
Consequently, the Compensation Committee deferred its decision to grant Mr. Burt
incentive securities until the lifting of the management cease trade order. In
April 2006, Mr. Burt was granted 150,000 options and 60,000 Restricted Share
Rights as part of his annual compensation which would have normally occurred in
December 2005. Mr. Burt declined to receive an additional 6,000 Restricted Share
Rights which had been offered to him as part of his 2005 compensation.
Upon being hired, Mr. Burt was promised a number of Restricted Share
Rights and options or an alternative cash payment to replace the benefits in
incentive securities he forfeited upon his resignation as an officer of Barrick
Gold Corporation. As a result, Mr. Burt was granted 450,000 stock options and
379,609 Restricted Share Rights and was paid $1,238,100 in April 2006 after the
end of the management cease trade order and corporate black-out period.
The foregoing report dated April 3, 2006, has been furnished by the
Chairman of the Compensation Committee on the Committee's behalf.
(Signed) John E. Oliver
135
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following chart compares the yearly percentage changes in the
cumulative total shareholder return on the Common Shares against the cumulative
total shareholder return of the S&P/TSX Composite Index and the S&P/TSX
Composite Gold and Silver Index for the period December 31, 2000 to December 31,
2005.
COMPARISON OF CUMULATIVE TOTAL SHAREHOLDER RETURN ON THE COMMON SHARES,
THE TSX 300 INDEX AND THE TSX GOLD AND SILVER INDEX
[GRAPHIC APPEARS HERE]
------------------------------------------------ ----------- ------------ --------- ------------ ----------- ----------
2000 2001 2002 2003 2004 2005
------------------------------------------------ ----------- ------------ --------- ------------ ----------- ----------
Kinross Gold Corporation 100.00 146.91 477.78 424.69 347.74 441.98
S&P/TSX Composite Index 100.00 87.43 76.55 97.01 111.06 137.85
S&P/TSX Composite Index - Metals & Mining 100.00 115.69 125.94 168.76 172.24 214.99
(Industry)
------------------------------------------------ ----------- ------------ --------- ------------ ----------- ----------
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table provides details of compensation plans under which
equity securities of Kinross are authorized for issuance as of the years ended
December 31, 2004 and 2005.
136
EQUITY COMPENSATION PLAN INFORMATION
========================= ============================ =========================== ================================
Number of securities to be
issued upon exercise of Weighted-average price of Number of securities remaining
outstanding options, outstanding options, available for future issuance
warrants and restricted warrants and restricted under equity compensation
share rights(1) share rights plans(2)
Plan Category 2004/2005 2004/2005 2004/2005
------------------------- ---------------------------- --------------------------- --------------------------------
Equity compensation 2,256,505 / 2,440,539 $9.07/8.51 3,089,272/3,216,130
plans approved by options Nil 747,167/772,546
securityholders 532,605/457,547
restricted share rights
------------------------- ---------------------------- --------------------------- --------------------------------
Equity compensation Nil N/A N/A
plans not approved by
securityholders
------------------------- ---------------------------- --------------------------- --------------------------------
Total 2,256,505/2,440,539 $9.07/8.51 3,089,272/3,216,130
options Nil 701,413/772,546
532,605/457,547
restricted share rights
========================= ============================ =========================== ================================
-------------------------
(1) Represents the number of Common Shares reserved for issuance upon exercise
of outstanding options (including options granted under acquired companies'
plans) and restricted share rights. Does not include grants made in April
2006 which are reported under "Statement of Executive Compensation". See
note (3) below.
(2) Based on the maximum number of Common Shares reserved for issuance upon
exercise of options under the Stock Option Plan of 7,833,333 and under the
Restricted Share Plan of 1,333,333.
(3) In addition, 564,473 Common Shares (as of December 31, 2004) and 350,416
Common Share (as of December 31, 2005) remained available for issuance
under the Share Purchase Plan. Note that in April 2006 1,646,650 options
and 887,476 Restricted Shares were issued to officers and employees.
See detailed descriptions of Kinross' Share Incentive Plan and
Restricted Share Plan under "Report on Executive Compensation."
137
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PRINCIPAL SHAREHOLDERS OF KINROSS
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The table below sets forth information as to each person owning of
record or who was known by Kinross to own beneficially more than 5% of the
Kinross common shares as of June 30, 2006, and information as to the ownership
of Kinross common shares by each of its directors and by all directors and
executive officers as a group. Except as otherwise indicated, all shares are
owned directly, and the persons named in the table have sole voting and
investment power with respect to shares shown as beneficially owned by them.
Amount and Nature of Percent of Kinross'
Name and Address of Beneficial Owner(1) Beneficial Ownership(1) Common Shares
---------------------------------------------- ------------------------- ----------------------
AMVESCAP PLC
11 Devonshire Square
London EC2M 4YR
England 31,001,964 8.92%
Barclays Global Investors, N.A.
45 Fremont Street
San Francisco, CA 94105 20,211,983 5.82%
John A. Brough 17,916 (2)
Tye W. Burt(3) 1,044,978 (2)
John K. Carrington 0 (2)
Richard S. Hallisey 0 (2)
John M. H. Huxley 41,603 (2)
John A. Keyes 11,666 (2)
Catherine McLeod-Seltzer 0 (2)
George F. Michals 102,917 (2)
John E. Oliver 7,360 (2)
Terence C.W. Reid 0 (2)
EXECUTIVE OFFICERS (2)
Tye W. Burt See above (2)
Thomas M. Boehlert(4) 147,900 (2)
Timothy C. Baker (5) 80,000 (2)
Geoffrey P. Gold 75,300 (2)
Hal Kirby((6)) 98,142 (2)
All Directors, nominees for director,
and executive officers as a group
twenty-four (24) persons 2,886,751 (2)
-------------------------
(1) The information in the foregoing table is based on 347,462,836 Kinross
common shares outstanding as of June 30, 2006. With respect to AMVESCAP PLC
and Barclays Global Investors, N.A., this information is based on the
filings of these entities under section 13 of the Securities and Exchange
Act of 1934.
(2) Less than 1%.
(3) Includes 600,000 options to purchase common shares and 418,609 restricted
stock awards.
(4) Includes 82,500 options to purchase common shares and 47,400 restricted
stock awards.
(5) Includes 60,000 options to purchase common shares and 20,000 restricted
share awards.
(6) Includes 75,622 options to purchase common shares and 20,426 restricted
stock awards.
138
--------------------------------------------------------------------------------
MARKET PRICE FOR KINROSS COMMON SHARES
--------------------------------------------------------------------------------
In Canada, the Kinross common shares trade on the TSX under the symbol
"K." The Kinross common shares trade on the NYSE under the symbol "KGC." The
Kinross common shares began trading on the NYSE on February 3, 2003. The
following table sets forth, for the periods indicated, the high and low sales
prices of the Kinross common shares on the TSX and the NYSE.
Kinross Common Shares on Kinross Common Shares on the
the TSX NYSE
----------------------------- ------------------------------
High Low High Low
--------------- ------------- --------------- --------------
(CDN Dollars) (CDN Dollars) (U.S. Dollars) (U.S. Dollars)
Fiscal Year Ending December 31, 2001 5.19 1.98 3.60 1.32
Fiscal Year Ending December 31, 2002 13.32 3.51 8.70 2.14
Fiscal Year Ending December 31, 2003 12.33 7.72 9.22 5.23
Fiscal Year Ending December 31, 2004 10.99 6.66 8.56 4.79
First Quarter 10.99 8.54 8.56 6.40
Second Quarter 9.85 6.66 7.53 4.79
Third Quarter 8.66 6.67 6.91 5.03
Fourth Quarter 10.05 8.07 8.41 6.33
Fiscal Year Ending December 31, 2005 11.00 6.17 9.42 4.61
First Quarter 8.87 7.12 7.33 5.87
Second Quarter 7.57 6.17 6.20 4.61
Third Quarter 9.39 6.76 8.05 5.52
Fourth Quarter 11.00 7.63 9.42 6.49
Preceding Six Months
December 11.00 8.82 9.42 7.61
January 13.68 10.95 11.94 9.53
February 13.33 10.37 11.65 9.10
March 12.85 12.85 11.17 8.77
April 13.87 12.10 12.37 10.57
May 14.49 11.51 13.07 10.24
June 12.70 9.92 11.50 8.92
July (through the 10th) 12.76 11.94 11.50 10.62
As of June 30, 2006, there were 4,035 holders of record of Kinross
common shares (including holders who are nominees for an undetermined number of
beneficial owners).
139
--------------------------------------------------------------------------------
KINROSS SELECTED FINANCIAL DATA
--------------------------------------------------------------------------------
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF KINROSS
The financial data for the fiscal years ended December 31, set forth in
the table below has been selected by Kinross and has been derived from the
audited financial statements for the periods indicated. The interim financial
data for the three months ended March 31, 2006 and 2005 has been selected by
Kinross and has been derived from the unaudited interim financial statements as
of March 31, 2006.
The selected consolidated financial data should be read in conjunction
with the audited consolidated financial statements of Kinross for the three
years ended December 31, 2005, the unaudited interim consolidated financial
statements as of March 31, 2006, and the notes thereto included in this Proxy
Statement/Prospectus, and Kinross' management's discussion and analysis of
financial condition and results of operations included in this Proxy
Statement/Prospectus. The financial information as at December 31, 2005 and
2004, and for the years ended December 31, 2005, 2004, and 2003, is derived from
the audited consolidated financial statements of Kinross for the three years
ended December 31, 2005, included in this Proxy Statement/Prospectus.
Kinross prepares its consolidated financial statements in accordance
with CDN GAAP, which differ in certain respects from generally accepted
accounting principles in the United States, utilizing the U.S. $ as its
functional and reporting currency. All financial data presented below are in
millions of dollars, except per share data and number of shares outstanding.
Readers should read Note 21 to the audited consolidated financial
statements for the three years ended December 31, 2005, and Note 12 to the
unaudited interim consolidated financial statements for the three months ended
March 31, 2006 for a reconciliation of the financial statements to U.S. GAAP.
140
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
----------------------- -----------------------------------------------------------------
2006 2005 2005 2004 2003 2002 2001
----------- ----------- ------------ ------------- ------------- ------------ -----------
(CDN GAAP) (2) (2)(3) (2)(3)
FOR THE PERIOD:
Metal Sales $ 198.3 $ 179.8 $ 725.5 $ 666.8 $ 571.9 $ 261.0 $ 270.1
Net earnings (loss) $ 8.9 $ (0.9) $ (216.0) $ (63.1) $ (474.2) $ (30.4) $ (36.4)
Net loss
attributable to
common $ 8.9 $ (0.9) $ (216.0) $ (63.1 ) $ (442.2) $ (30.4) $ (36.4)
shareholders
Weighted average common
shares outstanding
(millions)
--Basic 345.9 345.1 345.2 346.0 308.6 119.7 104.5
--Diluted 346.5 345.1 345.2 346.0 308.6 119.7 104.5
PER COMMON SHARE:
Net loss--basic and
diluted $ 0.03 $ - $ (0.63) $ (0.18 ) $ (1.43) $ (0.25) $ (0.35)
Cash dividends to
common shareholders $ - $ - $ - $ - $ - $ - $ -
Dividends declared per
common share $ - $ - $ - $ - $ - $ - $ -
FOR THE PERIOD:
Cash flow provided from
operating activities $ 20.1 $ 26.8 $ 133.7 $ 161.2 $ 83.0 $ 49.1 $ 68.2
Cash flow provided from
(used in) financing
activities $ 0.2 $ 16.6 $ 35.7 $ 82.6 $ 34.6 $ 75.4 $ (39.7)
Cash flow used in
investing activities $ (35.1) $ (38.8) $ (121.1) $ (442.3) $ (50.1) $ (37.9) $ (24.8)
Capital expenditures $ 34.7 $ 38.1 $ 142.4 $ 169.5 $ 73.4 $ 22.6 $ 30.4
AS AT MARCH 31, AS AT DECEMBER 31,
----------------------- -----------------------------------------------------------------
(CDN GAAP) 2006 2005 2004 2003 2002 2001
----------------------- ------------ ------------- ------------- ------------ -----------
(2) (2)(3) (2)(3)
AT PERIOD END:
Cash and cash
equivalents $ 84.1 $ 97.6 $ 47.9 $ 245.8 $ 170.6 $ 81.0
Current assets $ 241.9 $ 241.9 $ 203.6 $ 402.3 $ 246.2 $ 138.7
Total assets $1,712.2 $ 1,698.1 $ 1,834.2 $ 1,794.5 $ 598.0 $ 577.6
Current liabilities $ 171.9 $ 177.9 $ 176.0 $ 150.5 $ 73.8 $ 76.7
Long-term debt(1) $ 149.2 $ 162.0 $ 125.5 $ 33.1 $ 148.5 $ 172.8
Convertible preferred
shares of subsidiary
company 14.3 14.1 13.3 12.6 12.9 48.0
Net shareholders' equity $1,089.7 $ 1,076.1 $ 1,287.1 $ 1,356.5 $ 311.1 $ 232.9
Working capital $ 70.0 $ 64.0 $ 27.6 $ 251.8 $ 172.4 $ 62.0
141
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
----------------------- -----------------------------------------------------------------
(U.S. GAAP) 2006 2005 2005 2004 2003 2002 2001
----------- ----------- ------------ ------------- ------------- ------------ -----------
FOR THE PERIOD: (3)
Net earnings (loss) $ (0.3) $ 1.4 $ (186.9) $ (43.2) $ (505.9) $ 1.9 $(31.7)
Net earnings (loss)
attributable to common
shareholders $ (0.3) $ 1.4 $ (186.9) $ (43.2) $ (505.9) $ 1.9 $(31.7)
Net income (loss) per
share - basic and $ -- $ -- $ (0.54) $ (0.12) $ (1.64) $ 0.02 $(0.30)
diluted
Cash flow provided from
operating activities $ 0.9 $ 26.8 $ 133.7 $ 161.2 $ 83.0 $ 27.0 $ 42.1
Cash flow provided from
(used in) financing
activities $ 0.2 $ 16.6 $ 35.7 $ 82.6 $ 32.3 $ 74.7 $ (6.5)
Cash flow used in
investing activities $ (25.9) $ (38.8) $ (121.1) $ (442.3) $ (18.4) $ (34.4) $(23.3)
AS AT MARCH 31, AS AT DECEMBER 31,
----------------------- -----------------------------------------------------------------
(U.S. GAAP) 2006 2005 2004 2003 2002 2001
----------------------- ------------ ------------- ------------- ------------ -----------
AT PERIOD END: (3)
Current assets $ 241.9 $ 241.9 $ 199.0 $ 402.6 $ 204.6 $ 123.6
Current liabilities $ 171.9 $ 177.9 $ 176.0 $ 173.2 $ 90.2 $ 69.9
Total assets $1,721.2 $ 1,705.2 $ 1,811.3 $ 1,774.1 $ 611.2 $ 526.2
Long-term debt(1) $ 158.7 $ 162.0 $ 125.5 $ 33.1 $ 159.9 $ 184.9
Net shareholders' equity $1,094.3 $ 1,078.8 $ 1,260.9 $ 1,799.8 $ 302.2 $ 183.1
Working capital $ 70.0 $ 64.0 $ 23.0 $ 229.4 $ 114.4 $ 53.7
-------------------------
(1) Includes long-term debt (current and long-term portions), the debt
component of Kinross' 5.5% convertible subordinated unsecured debentures
and Kinross' redeemable retractable preferred shares.
(2) Reflects the restatement for the change in accounting for the equity
component of convertible debentures.
(3) Reflects the impact of the adoption of SFAS 143 and CICA Handbook Section
3110, "Accounting for Asset Retirement Obligations."
EXCHANGE RATE DATA
References in this document to "U.S. dollars," or "U.S. $" are to the
currency of the United States and references to "Canadian dollars," or "CDN $"
are to the currency of Canada. Solely for your convenience, we have provided the
following exchange rate information. You should not take this information as an
assurance that the Canadian dollar amounts currently represent U.S. dollar
amounts or could be converted into U.S. dollars at the rate indicated or at any
other rate, at any time.
142
The following table sets forth, for each period indicated, the high and
low exchange rates for one United States dollar expressed in Canadian dollars,
the average of such exchange rates during such period, and the exchange rate at
the end of such period, based upon the noon buying rate as reported by the Bank
of Canada:
Exchange Rates
-----------------------------------------------------------------
High Low Average Period End
----------- ------------- ------------- --------------
(Canadian Dollars)
Fiscal Year Ended December 31, 2001 1.6021 1.4936 1.5484 1.5926
Fiscal Year Ended December 31, 2002 1.6132 1.5110 1.5704 1.5796
Fiscal Year Ended December 31, 2003 1.5747 1.2924 1.5102 1.2924
Fiscal Year Ended December 31, 2004 1.3968 1.1774 1.3595 1.2036
First Quarter 1.3476 1.2692 1.3178 1.3105
Second Quarter 1.3968 1.3093 1.3595 1.3404
Third Quarter 1.3348 1.2639 1.3072 1.2639
Fourth Quarter 1.2725 1.1774 1.2203 1.2036
Fiscal Year Ended December 31, 2005 1.2704 1.1507 1.2439 1.1611
First Quarter 1.2566 1.1987 1.2267 1.2096
Second Quarter 1.2704 1.2147 1.2439 1.2256
Third Quarter 1.2432 1.1611 1.2012 1.1611
Fourth Quarter 1.1961 1.1507 1.1733 1.1659
Fiscal Year Ended December 31, 2005
First Quarter 1.1726 1.1322 1.1547 1.1671
As of July 11, 2006, the noon buying rate as reported by the Bank of
Canada was CDN $1.1338 per U.S. $1.00. This information should not be construed
as a representation that the Canadian dollar amounts actually represent, or
could be converted into, U.S. dollars at the rate indicate.
--------------------------------------------------------------------------------
KINROSS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
This MD&A should be read in conjunction with Kinross' audited
consolidated financial statements for the three years ended December 31, 2005
and unaudited interim consolidated financial statements for the three months
ended March 31, 2006 and 2005, and the notes thereto. Readers are cautioned that
the MD&A contains forward-looking statements and that actual events may vary
from management's expectations. The consolidated financial statements and MD&A
are presented in U.S. dollars and have been prepared in accordance with Canadian
generally accepted accounting principles ("CDN GAAP"). Reconciliation to United
States generally accepted accounting principles is provided in Note 21 to the
audited annual financial statements and Note 12 to the unaudited interim
financial statements. This discussion addresses matters Kinross considers
important for an understanding of its financial condition and results of
operations as of and for the year ended December 31, 2005, and the quarter ended
March 31, 2006, as well as its outlook.
143
This section contains forward-looking statements and should be read in
conjunction with the risk factors and cautions described in "Risk Factors,"
"Cautionary Statement" and "Risk Analysis." In certain instances, references are
made to relevant notes in the consolidated financial statements for additional
information.
OVERVIEW
Kinross is engaged in gold mining and related activities, including
exploration and acquisition of gold-bearing properties, extraction, processing
and reclamation. Kinross' gold production and exploration activities are carried
out principally in the United States, Canada, Brazil, Chile, Russia, and Africa.
Gold, Kinross' primary product, is produced in the form of dore, which is
shipped to refineries for final processing. Kinross also produces and sells a
limited amount of silver.
The profitability and operating cash flow of Kinross is affected by
various factors, including the amount of gold and silver produced, the market
prices of gold and silver, operating costs, interest rates, regulatory and
environmental compliance, general and administrative costs, the level of
exploration and capital expenditures, and other discretionary costs. Due to the
global nature of Kinross' operations, exposure also arises from fluctuations in
foreign currency exchange rates and varying levels of taxation. While Kinross
seeks to manage the level of risk associated with its business, many of the
factors affecting these risks are beyond Kinross' control.
SEGMENT PROFILE
Segments are operations reviewed by the Chief Operating Decision Maker
(Chief Executive Officer). Reportable segments are identified based on
quantitative thresholds, which are those operations whose revenues, earnings
(loss) or assets are greater than 10% of the total consolidated revenues,
earnings (loss) or assets of all the reportable segments. In addition, Kinross
evaluates qualitative factors, such as which operations are considered
significant and ongoing by the Chief Operating Decision Maker. Less significant
properties that are either producing or in development prior to commercial
production are classified as other operations. Operations under care and
maintenance or shutdown (properties in the reclamation phase), less significant
non-mining operations and other operations not meeting these thresholds are
included in Corporate and other.
================================================================================================================================
OWNERSHIP PERCENTAGE(A)
----------------------------------------------------
2005 2004 2003 (b)
--------------------------------------------------------------------------------------------------------------------------------
OPERATING SEGMENTS LOCATION
------------------ --------
Fort Knox Operator U.S.A. 100% 100% 100%
Paracatu (c) Operator Brazil 100% 100% 49%
Round Mountain Operator U.S.A. 50% 50% 50%
Porcupine Joint Venture Non-operator Canada 49% 49% 49%
La Coipa Non-operator Chile 50% 50% 50%
Crixas Non-operator Brazil 50% 50% 50%
Musselwhite Non-operator Canada 32% 32% 32%
Refugio (d) Operator Chile 50% 50% 50%
Other operations (e) Operator Various Various Various Various
CORPORATE AND OTHER (f)
--------------------------------------------------------------------------------------------------------------------------------
(a) Kinross' ownership percentage did not change between December 31, 2005 and
March 31, 2006.
(b) The results of operations for 2003 include only 11 months (February through
December) of operating and financial results for the mines acquired in the
TVX/Echo Bay transaction.
(c) The acquisition of the remaining 51% of Paracatu was completed on December
31, 2004. Therefore, Kinross' 49% proportionate share of Paracatu's
operating results is included for the years ended December 31, 2004 and
2003.
(d) Effective January 1, 2006, Refugio has been included as a reportable
operating segment and the financial statements as at December 31, 2005 and
December 31, 2004 and for the years ended December 31, 2005, 2004 and 2003
have been amended accordingly.
(e) Other operations include Kettle River, Gurupi and Kubaka. Results for 2003
include Kinross' portion of Kubaka's financial results (54.7% until
February 28, 2003, and 100% thereafter).
(f) Corporate and other includes, among other assets, New Britannia, Lupin and
Aquarius. Subsequent to December 31, 2005, Kinross sold its interest in
Aquarius and entered into a definitive agreement to sell Lupin.
144
COMPARABILITY OF PERIODS
On January 31, 2003, Kinross combined its operations with those of TVX
and Echo Bay. This transaction is fully described in Note 5 of the consolidated
financial statements. As a result, comparative numbers for 2003 include only the
results of 11 months of operations for the mines acquired in this combination.
In addition, Kinross acquired the remaining 51% interest in the Paracatu mine in
Brazil on December 31, 2004. Consequently, the results from operations for 2003
and 2004 include results from only 49% from the mine.
CONSOLIDATED FINANCIAL AND OPERATING HIGHLIGHTS
QUARTERS ENDED MARCH 31, 2006 AND 2005
-----------------------------------------------------------------------------------------------------------------------------------
Three Months Ended
March 31, Change (B)
-----------------------------------------------------------------------------------------------------------------------------------
(In Millions, Except Ounces and Per Share Amounts) 2006 2005 2006 Vs 2005
-----------------------------------------------------------------------------------------------------------------------------------
Gold equivalent ounces - produced (a) 362,395 410,480 (12%)
Gold equivalent ounces - sold 371,818 415,768 (11%)
Average realized gold price ($/ounce) $ 532 $ 429 24%
Metal sales $ 198.3 $ 179.8 10%
Operating earnings $ 22.4 $ - nm
Net earnings (loss) $ 8.9 $ (0.9) nm
Basic and diluted earnings (loss) per share $ 0.03 $ - nm
Cash flow provided from operating activities $ 20.1 $ 26.8 (25%)
-----------------------------------------------------------------------------------------------------------------------------------
(a) Gold equivalent ounces include silver ounces produced converted to gold
based on the ratio of the average spot market prices for the commodities
for each period. This ratio for the first quarter of 2006 was 57.03:1,
compared with 61.31:1 for the first quarter of 2005.
(b) "nm" refers to not meaningful.
====================================================================================================================================
YEARS ENDED DECEMBER 31, CHANGE
------------------------------------------------------------------------------------------------------------------------------------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 2005 2004 2003 (a) 05 vs (04) 04 vs (03)
------------------------------------------------------------------------------------------------------------------------------------
Gold equivalent ounces - produced 1,608,805 1,653,784 1,620,410 (3%) 2%
Gold equivalent ounces - sold (b) 1,627,675 1,654,617 1,600,246 (2%) 3%
Gold ounces - sold 1,575,267 1,585,109 1,541,577 (1%) 3%
Revenue $ 725.5 $ 666.8 $ 571.9 9% 17%
Cost of sales (excludes accretion, depreciation,
depletion and amortization) $ 448.1 $ 402.4 $ 362.0 11% 11%
Accretion and reclamation $ 56.0 $ 21.4 $ 9.0 162% 138%
Impairment of goodwill $ 8.7 $ 12.4 $ 394.4 (30%) (97%)
Impairment of property, plant and equipment $ 171.9 $ 46.1 $ 15.2 273% 203%
Net loss $ (216.0) $ (63.1) $ (474.2) (242%) 87%
Net loss attributable to common shares $ (216.0) $ (63.1) $ (442.2) (242%) 86%
Basic and diluted loss per share $ (0.63) $ (0.18) $ (1.43) (250%) 87%
Cash flow from operating activities $ 133.7 $ 161.2 $ 83.0 (17%) 94%
Total assets $ 1,698.1 $ 1,834.2 $ 1,794.5 (7%) 2%
Long-term financial liabilities $ 429.7 $ 357.4 $ 274.2 20% 30%
-----------------------------------------------------------------------------------------------------------------------------------
(a) 2003 results include TVX and Echo Bay properties for the 11 months from
February to December only.
(b) Gold equivalent ounces include silver ounces produced converted to gold
based on the ratio of the average spot market prices for the commodities
for each year. The ratios were 2005-60.79:1, 2004-61.46:1 and 2003-74.79:1.
145
CONSOLIDATED FINANCIAL PERFORMANCE
Kinross recorded a loss attributable to common shareholders of $216.0
million, or $0.63 per share, for the twelve months ended December 31, 2005,
compared with a loss of $63.1 million, or $0.18 per share, in 2004 and a loss of
$442.2 million, or $1.43 per share, in 2003. Financial results in 2005 were
negatively affected by total impairment charges of $184.7 million, which
included charges to property, plant and equipment of $171.9 million and goodwill
of $8.7 million. During 2005, decreased sales were offset by higher realized
gold prices resulting in a 9% increase in revenue. Increased gold sales along
with higher gold prices resulted in a 17% increase in revenue in 2004, compared
with 2003. Equivalent gold ounces sold increased from 1,600,246 ounces in 2003,
to 1,654,617 ounces in 2004 and 1,627,675 in 2005. The increase from 2003 to
2004 was primarily due to the inclusion of the TVX and Echo Bay properties for
the full 12 months in 2004.
The impairment charges of $184.7 million included a charge on the Fort
Knox mine of $141.8 million. During the year a strategic review was conducted on
the Fort Knox operation. The review was done in light of higher electricity and
fuel costs, the metallurgical performance at True North and slope stability
issues at the southwest wall of the pit. As a result of the review, the True
North and Gil deposits were reclassified from reserves to resources, Kinross
decided to withdraw from the Ryan Lode project, which had been included in
reserves, and design changes were made to the Fort Knox pit, all of which
contributed to the write-down. The strategic review determined that at a gold
price of $450 per ounce it would be profitable to include the resources in the
Fort Knox life of mine plan, to be mined after the depletion of the initial pit
and partially through heap leach. The heap leach is presently being tested with
favorable results.
Kinross utilized the same impairment methodology as in 2004, using
nominal prices and cost assumptions reflecting inflation and currency impacts.
The gold price assumptions were based on gold price forecasts by an independent
external research firm as well as other external market data.
Between 2003 and 2005, Kinross experienced increases in the costs of
fuel, power, labor and other production costs. In addition, the weakening of the
U.S. dollar increased costs at Kinross' mines located outside the United States.
General and administrative expenses increased to $45.3 million, from $36.4
million in 2004 and $25.0 million in 2003. The increase was largely due to costs
related to a regulatory review and subsequent restatement, as well as increased
severance costs. Accretion and reclamation expense increased to $56.0 million in
2005, from $21.4 million in 2004 and $9.0 million in 2003. Included in accretion
and reclamation expense for 2005 is $46.0 million related to increases in the
fair value estimate of the reclamation liabilities, resulting from changes to
cost estimates, at mines no longer in production.
Cash flow from operations during 2005 decreased by $27.5 million to
$133.7 million. Cash flow from operations in 2004 of $161.2 million represented
a 94% increase from the $83.0 million in 2003. The decrease in operating cash
flow in 2005 was the result of higher operating costs and changes in working
capital requirements, partially offset by higher gold prices. The increase in
operating cash flow between 2003 and 2004 was largely the result of higher gold
price and an increase in the number of ounces sold.
Continuing from the acquisition of TVX and Echo Bay, Kinross has pursued
a growth strategy. Cash used on additions to property, plant and equipment was
$142.4 million in 2005, $169.5 million in 2004 and $73.4 million in 2003. In
addition, cash of $261.2 million was used to acquire the remaining 51% interest
in the Paracatu mine in 2004. Kinross financed these expenditures largely with
cash provided by operating activities, existing cash balances and long-term
debt. Kinross' balance of cash and cash equivalents decreased from $245.8
million at December 31, 2003 to $97.6 million at December 31, 2005. Long-term
debt during the same period increased from $30.1 million to $159.3 million.
146
RESERVES
At December 31, 2005, Kinross had proven and probable mineral reserves
of 24.7 million ounces of gold, compared with 19.4 million at the end of 2004.
This represents a 27% increase despite the depletion of 1.8 million contained
gold ounces through mining and a reduction of 2.0 million contained gold ounces
resulting from an asset sale and reclassifications to resources. The reserve
additions of 9.1 million ounces were largely the result of successful
exploration efforts at Paracatu and Round Mountain, and the decision to proceed
with a pit expansion at Round Mountain. A higher gold price assumption also had
a positive impact on the reserve calculations. Reserves at December 31, 2005,
were estimated based on gold price of $400 per ounce, versus $350 per ounce at
December 31, 2004.
IMPACT OF KEY ECONOMIC TRENDS
PRICE OF GOLD
[Graphic depicting precious metal prices]
The price of gold is the largest single factor in determining
profitability and cash flow from operations. Accordingly, the financial
performance of Kinross has been, and is expected to continue to be, closely
linked to the price of gold. Historically, the price of gold has been subject to
volatile price movements over short periods of time and is affected by numerous
macroeconomic and industry factors that are beyond Kinross' control. Some of the
major influences on the gold price are currency exchange rate fluctuations and
the relative strength of the U.S. dollar, the supply of and demand for gold, and
macroeconomic factors such as the level of interest rates and inflation
expectations.
147
CURRENCY FLUCTUATIONS
[Graphic depicting relative currency performance]
Kinross receives its revenues through the sale of gold in U.S. dollars.
However, for Kinross' non-U.S. operations, a portion of the operating costs and
capital expenditures are denominated in the local currency. Changes in foreign
exchange rates have an impact on Kinross' operating costs and capital
expenditures, affecting profitability and cash flow. Kinross' operations outside
of the U.S. are located in Canada, Brazil, Chile and Russia. Since 2003, the
currencies of the countries in which Kinross operates have strengthened against
the U.S. dollar, as highlighted in the graph above. As those foreign currencies
have risen, local costs incurred in those countries, when measured in U.S.
dollars, have increased. Through December 31, 2005, as measured against the U.S.
dollar, the Canadian dollar has appreciated by 35%, the Brazilian real by 51%,
the Chilean peso by 39% and the Russian ruble by 10% since January 1, 2003.
During 2005, the Canadian dollar, Brazilian real and Chilean peso appreciated
against the U.S. dollar by 3%, 13% and 8%, respectively, while the Russian ruble
depreciated by 4%. During the first quarter of 2006, as compared to the same
period in 2005, the Canadian dollar, Brazilian real and the Chilean peso were
all stronger against the U.S. dollar, resulting in increased costs to Kinross.
The Russian ruble was largely unchanged. Approximately 55% of Kinross' expected
production in 2006 is forecast to come from operations outside the U.S. and will
continue to be exposed to foreign exchange rate movements. As part of its
strategy to manage this risk, Kinross has used currency hedges for certain
foreign currency exposures.
148
GOLD SUPPLY AND DEMAND FUNDAMENTALS
[Graphic depicting gold supply]
Global gold mine production in 2005 increased slightly over the 2004
level, but remained lower than production in the 2000 through to 2003 period.
Mine supply is not predicted to increase in the near future. Central banks and
recycled gold helped to fill the supply gap left by lower mine production.
[Graphic depicting gold demand]
Demand for gold was strong on several fronts. Fabrication and jewelry
demand increased by 4.5% even as the price of gold continued to rise. Investment
demand was also strong. A new Exchange Trade Fund ("ETF"), which enables
investors to purchase 1/10th of an ounce of gold, was introduced in 2005 and
trades on the New York Stock Exchange. By the end of 2005, the total gold
purchased to satisfy the demand for the new ETF product reached 11 million
ounces (320 tonnes). Producer de-hedging also contributed to demand as gold
hedging programs continued their decline.
149
One of the few mechanisms available to Kinross to affect the price of
gold it receives is to sell gold forward with a gold price hedging program.
Under these arrangements, Kinross agrees to deliver gold in the future at a
price fixed at the time of entering into the contract. A forward hedge protects
Kinross against future declines in the gold price for the ounces that are hedged
but prevents Kinross from benefiting from future gold price increases with
respect to those ounces. The use of the words "hedge" or "hedging" throughout
the Kinross Management Discussion and Analysis refers to an economic hedge,
which is not necessarily a hedge from a financial statement perspective as
defined in Accounting Guideline 13, "Hedging Relationships" and the governing
principles of U.S. GAAP. Until the first half of 2004, Kinross maintained an
active gold price hedge program for some of its production. At the present time
Kinross is not actively engaged in hedging its exposure to fluctuations in the
gold price. The following chart shows the range of prices for gold in each year,
the average price of gold, and the price that Kinross was able to realize.
[Graphic depicting average gold prices and realized gold prices]
Kinross' gold price hedging program enabled it to realize gold prices in
excess of average market prices in the period 1997-2001. Between 2002 and 2005,
Kinross realized prices that were lower than the average market price for gold
as the ounces necessary to satisfy the remaining gold hedge contracts
(agreements to sell at lower historical prices) were delivered into and
recognized in revenue.
INFLATIONARY COST PRESSURES
In addition to the weaker U.S. dollar, Kinross' profitability has been
negatively impacted by rising development and operating costs with respect to
labor, energy and consumables in general. Mining is generally an energy
intensive activity, especially open pit mining. Energy prices in the form of
both fuel and electricity can have a significant impact on operations. Fuel
(primarily, diesel and propane), as a percentage of operating cost, varies
amongst Kinross' mines; however, all operations experienced high fuel costs
during 2004, largely attributable to a continuing rise in crude oil prices.
Average oil prices increased approximately 35% between 2003 and 2004, and
increased a further 38% in 2005. Higher oil prices have translated into higher
costs for petroleum based expenditures, including lubricants, tires and
transportation. Electricity prices have also increased in recent years as a
result of increased demand and higher natural gas prices.
150
[Graphic depicting crude oil prices]
Other consumables have also increased in price recently. Kinross
continues to focus on continuous improvement in order to mitigate the impact of
higher consumable prices by extending the life of capital assets and a more
efficient use of materials and supplies in general.
With the recent strengthening of the gold price and other commodity
prices, exploration, development and operating activities have grown
substantially in the mining and resource industries, leading to increased
competition for qualified personnel and associated labor cost pressures.
2006 OUTLOOK
Kinross expects to produce approximately 1.44 million gold equivalent
ounces in 2006, compared with 1.61 million gold equivalent ounces in 2005. The
11% decrease in expected production is due to the drop in production from Kubaka
and Kettle River, which provided 140,195 ounces and 68,146 ounces of gold
equivalent production, respectively, in 2005. It is expected that increased
production at Paracatu and Refugio, along with an expected improvement in La
Coipa's production, will partially offset the production losses from Kubaka and
Kettle River. A decrease in forecasted production is expected to result in lower
overall operating costs; however energy and other commodity costs are expected
to increase over 2005. Gold equivalent ounces produced during the first quarter
of 2006 of 362,395 were below budget. However, Kinross anticipates that it will
still meet its expected production for the 2006 fiscal year. The weakening of
the U.S. dollar against the Canadian dollar, Brazilian real and Chilean peso
during 2005 continued during the first quarter of 2006. As a result, operating
results and capital expenditures in non-U.S. countries where Kinross operates
are expected to be negatively impacted during fiscal 2006.
In 2006, general and administrative expenses are expected to decline
from 2005 levels. In addition, Kinross currently does not anticipate any scope
changes or cost increases above the 2005 year end reclamation and remediation
estimates. As a result, accretion and reclamation expense in 2006 is expected to
be lower, at approximately $12.0 million, reflecting only the change related to
the interest element of the discounted liability.
Efforts will continue to extend the mine life at Kinross' core
operations. Aggregate exploration and corporate development expense is
forecasted to be $30.7 million in 2006, an increase of $4.1 million over 2005
levels, with a focus on minesite exploration. Capital expenditures are expected
to be $285.0 million in 2006, with major expenditures planned for Paracatu, Fort
Knox, the Buckhorn project in Washington State, Round Mountain, the Porcupine
Joint Venture and La Coipa. Total reclamation spending in 2006 is expected to be
approximately $36.3 million. Reclamation spending will focus primarily on
Kinross' properties under closure.
151
Based on the average gold price to date in 2006, it is expected that
Kinross' existing cash balances, cash flow from operations and existing credit
facilities will be sufficient to fund the exploration, capital and reclamation
programs planned for 2006. Kinross is reviewing financing alternatives and is in
negotiations to secure additional debt financing for the Paracatu expansion
project.
STRATEGY
During 2005, following management changes, Kinross conducted a
comprehensive strategic review of its assets and obligations. The result of this
review was the development of a strategic objective. Kinross' strategic
objective is to maximize precious metals net asset value and cash flow per share
through a four-point plan built on organic growth from core operations;
expanding Kinross' business capacity to support future growth; attracting and
retaining the best people in the industry; and driving new precious metals
mining opportunities through exploration and acquisition.
Organic growth from Kinross' core operations will be achieved through
mine site exploration, delivering on Kinross' major capital projects, the
disposal of non-core assets, and a focus on continuous improvement in operating
practices and mine planning.
The expansion of Kinross' business capacity to support future growth
will be achieved by optimizing Kinross' corporate organizational structure,
improvements in technology and business systems, cost control and an expanded
internal and external communications program.
Kinross will succeed in attracting and retaining the best people in the
industry by continuing to maintain high standards in environment, health and
safety practices, offering competitive compensation, enhancing Kinross' human
resource planning activities and by making improvements in corporate governance.
Kinross will develop value, creating new precious metals mining
opportunities through a renewed focus on exploration, increased funding for
generative exploration activities and a reinvigorated and disciplined approach
to corporate development.
DEVELOPMENTS
AGREEMENT TO ACQUIRE CROWN RESOURCES CORPORATION
On November 20, 2003, Kinross announced that it had executed a
definitive acquisition agreement with Crown whereby Kinross would acquire Crown
and its wholly owned Buckhorn gold deposit located in north central Washington
State, approximately 70 kilometers by road from Kinross' Kettle River mill. The
original agreement was based on an exchange ratio of 0.2911 of a common share of
Kinross for each outstanding common share of Crown and is subject to the
effectiveness of a registration statement covering the issuance of common shares
filed with the United States Securities and Exchange Commission and approval by
Crown shareholders. As a result of a review of the accounting for goodwill in
the TVX and Echo Bay transaction, the completion of the registration statement
was delayed.
On January 7, 2005, Kinross and Crown announced that the termination
date for the Agreement was extended from December 31, 2004 to May 31, 2005.
Kinross also agreed to acquire 511,640 newly issued shares of Crown in a private
placement for $1.0 million.
Prior to the revised deadline of May 31, 2005, an amendment was signed
that extended the termination date of the Agreement to March 31, 2006, subject
to Kinross filing its 2004 financial statements no later than December 31, 2005.
Shareholders of Crown would receive 0.34 shares of Kinross for each share of
Crown. A valuation collar was also agreed upon in which the aggregate maximum
value of Kinross common shares to be issued to Crown shareholders would be $110
million and the minimum value would be $77.5 million, excluding, in both cases,
shares of Crown held by Kinross. Kinross also agreed to purchase a $10 million
convertible debenture from Crown. The debenture is convertible into 5.8 million
common shares of Crown. In the event the Agreement is terminated,
152
Crown shall have the right to convert all amounts due under this debenture by
providing 30 days' prior notice to Kinross.
As a result of the delay due to the restatement, Kinross has signed an
amendment to extend the termination date from March 31, 2006 to December 31,
2006 and adjust the price that Kinross will pay to acquire Crown and the
Buckhorn gold deposit. Shareholders of Crown will now receive 0.32 shares of
Kinross for each share of Crown, a decrease of 0.02 over the previous ratio of
0.34 shares, and the valuation collar mentioned above has been removed. Assuming
all of the outstanding Crown warrants and options are converted, a total of
approximately 14.7 million common shares of Kinross will be issued upon
completion of the transaction.
Kinross has also agreed to loan Crown $2.0 million if the transaction is
not closed by July 1, 2006. The $2.0 million loan would be used to buy out the
only existing smelter return royalty from a third party covering the ore body at
Buckhorn. The loan would have a three-year term and bear interest at the
published (Wall Street Journal) prime rate at the time of borrowing plus 3%.
CHANGE IN CEO
In March 2005, Kinross announced the appointment of Tye Burt as
President and Chief Executive Officer. Mr. Burt replaced Robert Buchan who
announced his intention to step down in January 2005. Mr. Burt joined Kinross
following his most recent position as Vice-Chairman and Executive Director,
Corporate Development with Barrick Gold Corporation. Prior to that he spent 16
years in corporate finance in the positions of Chairman of Deutsche Bank Canada
and Global Head of Metals and Mining for Deutsche Bank, Head of Investment
Banking in Vancouver and Co-head of the Mining Group at Nesbitt Burns and had
spent many years at Burns Fry Limited in Mergers & Acquisitions and Equity
Capital Markets.
COMMERCIAL PRODUCTION AT THE REFUGIO MINE
The Refugio mine went into commercial production in the fourth quarter
of 2005 and achieved its average targeted production rate of 40,000 tonnes per
day in November 2005. During the twelve months ended December 31, 2005, the mine
produced 30,580 ounces of gold to Kinross' account. During the first quarter of
2006, 31,948 gold equivalent ounces were sold for Kinross' account. The
recommissioned mine is forecasted to produce approximately 124,000 ounces to
Kinross' account in 2006.
CESSATION OF OPERATIONS AND DEVELOPMENT
o KUBAKA MINE - On January 25, 2005, Kinross announced that it would not
proceed with the development of the Tsokol vein located near the Kubaka
mill. All mining activity at Kubaka underground and Birkachan was completed
by June 2005, with only stockpiles processed in the second half of the
year. Closure should be largely completed during 2006. However, further
development of the Birkachan deposit is still being considered and Kinross
continues to evaluate other exploration licenses within the region. An
impairment charge of $25.1 million was recorded on the mine in 2004. Kubaka
is included with Other operations for segment disclosure purposes.
o NEW BRITANNIA MINE - On January 27, 2005, Kinross and its joint venture
partner High River Gold Mines Ltd. announced that a decision was made to
discontinue development at the New Britannia mine. Exploration efforts were
unable to define an extension of the ore body containing better grade and
thickness than was mined in mid-2004. New Britannia suspended mining and
milling operations in September 2004, but was drilling the ore body
extension with the hope of further extending the mine life. However, these
efforts were unsuccessful and in January 2005 it was decided that the mine
would be placed on care and maintenance. An impairment charge of $1.3
million was recorded on the New Britannia mine in 2004. New Britannia is
included with Corporate and other for segment disclosure purposes.
153
o LUPIN MINE - In 2003, Kinross suspended operations at the Lupin mine due to
poor economic performance. The mine was placed on care and maintenance
while a review of alternatives was undertaken. The review concluded that
the development of a mine plan to extract previously developed remnant ore
was appropriate. Accordingly, the mine recommenced production in March 2004
and continued through to February 2005 and is currently in reclamation. An
impairment charge of $7.9 million was recorded on the Lupin mine in 2004.
In February 2006, a letter of intent, and in June 2006 a definitive
agreement, was signed to sell the Lupin mine to Wolfden Resources Inc.
Lupin is included with Corporate and other for segment disclosure purposes.
CREDIT FACILITY
In December 2004, Kinross replaced its existing $125 million credit
facility with a three-year $200 million revolving credit facility. Kinross used
$105.0 million of the new facility to satisfy a portion of the cost to purchase
the remaining 51% interest in the Paracatu mine. The facility allowed for the
limit to be increased to $300 million and allows for up to 70% of the
outstanding limit to be drawn in gold. In April 2005, the outstanding limit was
increased to $295 million and the maturity date extended to April 30, 2008. A
total of ten banks have participated in the facility. Obligations under the
facility are secured by the assets of the Fort Knox mine as well as by the
shares of various wholly owned subsidiaries.
SETTLEMENT OF LITIGATION
On November 4, 2005, Kinross settled litigation associated with the
Alpha Group regarding the Hellenic mines for $8 million. The action brought by
the Alpha Group against Kinross followed Kinross' decision to return the
Hellenic Gold Properties to the Greek government and place TVX Hellas into
bankruptcy. The estimated cost for the settlement of litigation was taken as a
charge against income in the twelve months ended December 31, 2004.
SALE OF AQUARIUS
On December 7, 2005, Kinross signed a letter of intent to sell its
Aquarius gold property to St Andrew Goldfields Ltd. ("St Andrew") in exchange
for 100 million common shares of St Andrew and warrants to acquire 25 million St
Andrew common shares at a price of CDN $0.17 per share for a period of 24
months. This transaction closed in May 2006. Based on a value of approximately
$14.3 million for the consideration to be received and a carrying value for the
Aquarius gold property of $51.1 million, Kinross recorded an impairment charge
to the carrying value of property, plant and equipment and goodwill of $36.8
million in 2005. In addition to the sale of Aquarius in 2005, Kinross also sold
the Norseman exploration property in Australia and E-Crete, a producer of
aerated concrete located in Arizona.
ADOPTION OF SHAREHOLDERS' RIGHTS PLAN
On March 27, 2006, Kinross' Board of Directors adopted a shareholders'
rights plan. The plan will allow sufficient time for the Board of Directors and
shareholders of Kinross to properly evaluate a take-over bid or pursue other
alternatives. The plan was approved by the shareholders at the annual meeting
held May 4, 2006. The disclosure under the caption "Description of Securities -
Kinross Common Shares - Shareholder Rights Plan" and Note 24 (d) to the
accompanying financial statements for the three years ended December 31, 2005,
discusses the plan in further detail.
154
CONSOLIDATED FINANCIAL RESULTS
THREE MONTHS ENDED MARCH 31, 2006 AND 2005
SUMMARY OF CONSOLIDATED FINANCIAL AND OPERATING PERFORMANCE
------------------------------------------------------------------------------------------------------------------------
Three months ended
March 31, Change
------------------------------------------------------------------------------------------------------------------------
(In millions, except ounces and per share amounts) 2006 2005 2006 vs 2005
------------------------------------------------------------------------------------------------------------------------
Gold equivalent ounces - sold (a) 371,818 415,768 (11%)
Gold ounces - sold 356,348 401,114 (11%)
Silver ounces - sold 882,296 898,454 (2%)
Average realized gold price ($/ounce) $ 532 $ 429 24%
Gold sales - revenue $ 196.3 $ 172.2 14%
Gold deferred revenue (expense) realized (6.9) (0.3) nm
Silver sales revenue 8.9 7.9 13%
-------------------------------------------------------------
Total metal sales $ 198.3 $ 179.8 10%
Operating earnings $ 22.4 $ - nm
Net earnings (loss) $ 8.9 $ (0.9) nm
Basic and diluted earnings (loss) per share $ 0.03 $ - nm
------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
As At as At
March 31, December 31,
2006 2005
--------------------------------------------------------------------------------------------------
Cash and cash equivalents $ 84.1 $ 97.6
Current assets $ 241.9 $ 241.9
Total assets $ 1,712.2 $ 1,698.1
Current liabilities $ 171.9 $ 177.9
Total liabilities $ 622.5 $ 622.0
Shareholders' equity $ 1,089.7 $ 1,076.1
--------------------------------------------------------------------------------------------------
(a) Gold equivalent ounces include silver ounces produced converted to gold
based on the ratio of the average spot market prices for the commodities
for each period. This ratio for the first quarter of 2006 was 57.03:1,
compared with 61.31:1 for the first quarter of 2005.
FIRST QUARTER 2006 VS. FIRST QUARTER 2005
o Kinross' share of gold equivalent ounces sold in the first quarter of 2006
was 11% lower than in the corresponding period of 2005. Increased ounces
sold at Refugio, Paracatu and La Coipa was more than offset by lower sales
at the Porcupine Joint Venture, Musselwhite and Fort Knox, along with
Kettle River and Lupin due to planned shutdowns and the winding down of
operations at Kubaka.
o Revenues from metal sales increased by 10% due to higher realized gold
prices; partially offset by the sale of fewer ounces. The Company sold
356,348 ounces of gold at a realized gold price of $532 per ounce, compared
with 401,114 ounces of gold at an average realized price of $429 per ounce
during the prior year's quarter.
o The increased revenue along with a 34% decrease in depreciation, depletion
and amortization, partially offset by an increase in costs of sales,
resulted in an increase in operating earnings of $22.4 million.
Depreciation, depletion and amortization decreased at Round Mountain due to
increased reserves and at Fort Knox as a result of the impairment on
property, plant and equipment recorded in the fourth quarter of 2005.
Depreciation, depletion and amortization was also lower at Kubaka, Kettle
River, the Porcupine joint Venture, Paracatu, Crixas and Musselwhite.
o An increase in cost of sales of $8.4 million and higher exploration and
business development expense partially offset increased revenue and the
drop in depreciation. Despite the sale of fewer ounces, all reportable
operating segments, with the exception of La Coipa, experienced increased
operating costs. The increases were largely the result of higher commodity
costs and stronger local currencies in the non-U.S. countries where the
Company has operations.
155
o Net earnings for the first quarter of 2006 were $8.9 million, or $0.03 per
share, compared with a loss of $0.9 million in the first quarter of 2005.
The increase was the result of stronger operating earnings; partially
offset by other expenses of $12.7 million. Other expenses in 2006 included
foreign exchange losses of $9.4 million and unrealized derivative losses of
$2.5 million. The unrealized derivative losses are related to written call
options. Interest expense was $2.5 million during the quarter, while
interest and other income was $1.7 million.
o Cash flow provided by operating activities decreased by 25%, from $26.8
million in the first quarter of 2005 to $20.1 million during the same
period in 2006. The increase in cash provided by higher revenue was offset
by higher operating costs, increased other expenses and larger working
capital requirements during the first quarter of 2006. During the first
quarter of 2006, cash decreased $13.5 million, from $97.6 million at
December 31, 2005 to $84.1 million at March 31, 2006.
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
FINANCIAL AND OPERATING HIGHLIGHTS
===================================================================================================================================
Years Ended December 31, Change
-----------------------------------------------------------------------------------------------------------------------------------
(in US$ millions, except ounces and per share amounts) 2005 2004 2003 (a) '05 vs '04 '04 vs '03
-----------------------------------------------------------------------------------------------------------------------------------
Gold equivalent ounces - sold (b) 1,627,675 1,654,617 1,600,246 (2%) 3%
Gold ounces - sold 1,575,267 1,585,109 1,541,577 (1%) 3%
Silver ounces - sold 3,185,776 4,271,980 4,387,829 (25%) (3%)
Average realized gold price ($/ounce) $ 445 $ 404 $ 357 10% 13%
Gold sales - revenue $ 702.7 $ 649.8 $ 563.4 8% 15%
Gain (loss) on metal derivative contracts (c) (2.4) (9.3) (13.5) 74% 31%
Silver sales revenue 25.2 26.3 22.0 (4%) 20%
----------- ----------- ---------- ------ -----
Total revenue $ 725.5 $ 666.8 $ 571.9 9% 17%
Operating loss $ (211.2) $ (67.9) $ (419.6) (211%) 84%
Net loss $ (216.0) $ (63.1) $ (474.2) (242%) 87%
Net loss attributable to common shares $ (216.0) $ (63.1) $ (442.2) (242%) 86%
Basic and diluted loss per share $ (0.63) $ (0.18) $ (1.43) (250%) 87%
-----------------------------------------------------------------------------------------------------------------------------------
(a) 2003 results include TVX and Echo Bay properties for the 11 months from
February to December only.
(b) All produced and sold ounces refer to Kinross' proportionate share. Gold
equivalent ounces include silver ounces produced converted to gold based on
the ratio of the average spot market prices for the commodities for each
year. The ratios were 2005-60.79:1, 2004-61.46:1 and 2003-74.79:1.
(c) Gains or losses on purchased gold or silver options, spot deferred
contracts or fixed forward contracts as a hedge against falling gold prices
are recorded as revenue from metal sales.
156
2005 VS. 2004
o In 2005, gold equivalent ounces sold decreased by 2%, compared with
2004. Production and ounces sold decreased at Fort Knox, Round
Mountain, Lupin, New Britannia and La Coipa. This was partially offset
by increases at Kubaka, Musselwhite and attributable production at
Paracatu due to the purchase of the remaining 51% at the end of 2004.
A discussion on the performance of Kinross' reportable operating
segments is included below.
o Despite fewer ounces being sold, revenue from metal sales increased by
9% year-over-year; from $666.8 million in 2004 to $725.5 million in
2005. The increase was the result of a 10% increase in the realized
gold price. During 2005, Kinross realized an average price of $445 per
ounce on the sale of its gold, against an average spot gold price for
the year of $444 per ounce. During 2004, Kinross realized an average
gold price of $404 per ounce, versus an average spot gold price of
$409 per ounce.
o The net loss attributable to common shares increased from $63.1
million, or $0.18 per share, to $216.0 million, or $0.63 per share,
between 2004 and 2005. During 2005, impairment charges totaling $184.7
million were recorded (property, plant and equipment - $171.9 million;
goodwill - $8.7 million; and investments - $4.1 million). This
included impairment charges of $141.8 million on Fort Knox, $36.8
million on the Aquarius property, $3.4 million on Crixas and $2.0
million on Musselwhite. Excluding these impairment charges, results
for 2005 would have been a net loss attributable to common shares of
$32.1 million, compared to a net loss attributable to common shares of
$5.6 million in 2004. The impairment charges are discussed further
under "Impairment of Goodwill, Property, Plant and Equipment, and
Investments." General and administrative expense increased to $45.3
million, from $36.4 million in 2004. The increase was largely due to
costs related to the regulatory review of Kinross' accounting for
goodwill and subsequent restatement, as well as increased severance
costs. In addition, accretion and reclamation expense related to
Kinross' reclamation and remediation obligations increased to $56.0
million in 2005, from $21.4 million in 2004 and $9.0 million in 2003.
Included in accretion and reclamation expense for 2005 is $46.0
million related to increased cost estimates at mines no longer in
production.
2004 VS. 2003
o Gold equivalent ounces sold in 2004 increased 3% when compared to
2003. However, 2003 included only 11 months of revenue and production
related to the mines acquired in the TVX/Echo Bay transaction. As a
result, when viewed on an annualized full year basis, gold equivalent
ounces sold decreased year-over-year. Production increases at Round
Mountain, Musselwhite, La Coipa and Crixas were offset by reductions
at Kubaka, Fort Knox, Lupin, New Britannia and the Porcupine Joint
Venture.
o The increase in total revenues for 2004, when compared to 2003, is
primarily the result of a 13% increase in average realized gold prices
during 2004. Kinross realized an average gold price of $404 per ounce,
compared with $357 per ounce in 2003.
o Net loss attributable to common shares for 2004 was $63.1 million, or
$0.18 per share, compared to a net loss attributable to common shares
for 2003 of $442.2 million, or $1.43 per share. The losses for 2004
and 2003 primarily resulted from total impairment charges of $59.9
million and $411.5 million, respectively.
2006
Production in 2006 is expected to be 1.44 million gold equivalent
ounces, down from 1.61 million in 2005. The 11% decrease in production is the
result of the cessation of mining at Kubaka and Kettle River and decreases in
production at Round Mountain and Fort Knox. Increases from Paracatu and Refugio,
along with a revised estimate increasing expected production at La Coipa, will
partially offset production losses from Kubaka and Kettle River.
157
SEGMENT EARNINGS (LOSS)
THREE MONTHS ENDED MARCH 31, 2006 AND 2005
-------------------------------------------------------------------------------------------------------------------------
IN US$ MILLIONS Three months ended,
March 31, 2006 vs 2005
-----------------------------------------------------------------
2006 2005 Change $ Change %
-------------------------------------------------------------------------------------------------------------------------
Operating Segments
Fort Knox $ 9.1 $ 4.6 $ 4.5 98%
Round Mountain 17.7 4.3 13.4 312%
La Coipa 5.0 0.1 4.9 4900%
Crixas 5.7 3.8 1.9 50%
Paracatu 6.0 2.1 3.9 186%
Musselwhite (1.0) (1.1) 0.1 9%
Porcupine Joint Venture (0.2) 2.8 (3.0) nm
Refugio 5.7 0.7 5.0 714%
Other operations (a) (4.9) (1.0) (3.9) nm
CORPORATE & OTHER (20.7) (16.3) (4.4) (27%)
-------------------------------------------------------------------------------------------------------------------------
TOTAL $ 22.4 $ - $ 22.4 nm
-------------------------------------------------------------------------------------------------------------------------
(a) Other operations include Kettle River, Kubaka and Gurupi.
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
------------------------------------------------------------------------------------------------------------------------------------
2005 vs 2004 (b) 2004 vs 2003 (b)
(IN US$ MILLIONS) 2005 2004 2003 (a) Change $ Change % Change $ Change %
------------------------------------------------------------------------------------------------------------------------------------
Operating Segments
Fort Knox $ (124.1) $ 16.6 $ 7.0 $(140.7) nm $ 9.6 137%
Paracatu (c) 5.4 2.9 (96.8) 2.5 86% 99.7 nm
Round Mountain 26.6 25.8 (81.6) 0.8 3% 107.4 nm
Porcupine Joint Venture (0.9) 5.7 1.5 (6.6) nm 4.2 280%
La Coipa (2.4) 0.9 (70.8) (3.3) nm 71.7 nm
Crixas 11.3 12.8 (33.8) (1.5) 12% 46.6 nm
Musselwhite (7.7) (3.8) (60.9) (3.9) 103% 57.1 94%
Refugio (d) 1.7 0.1 (1.3) 1.6 nm 1.4 nm
Other operations (e) (0.9) (37.0) 7.9 36.1 98% (44.9) nm
CORPORATE & OTHER (f) (120.2) (91.9) (90.8) (28.3) 31% (1.1) 1%
------------------------------------------------------------------------------------------------------------------------------------
TOTAL $ (211.2) $ (67.9) $ (419.6) $(143.3) 211% $ 351.7 84%
------------------------------------------------------------------------------------------------------------------------------------
(a) Segment earnings (loss) for 2003 include only 11 months of operating and
financial results for the mines acquired in the TVX/Echo Bay transaction.
(b) "nm" refers to not meaningful.
(c) The acquisition of Paracatu was completed on December 31, 2004. Therefore,
Kinross' 49% proportionate share of Paracatu`s operating results have been
included for the years ended December 31, 2004 and 2003.
(d) Effective January 1, 2006, Refugio has been included as a reportable
operating segment and the financial statements at at December 31, 2005 and
December 31, 2004 and for the years ended December 2005, 2004 and 2003 have
been amended accordingly.
(e) Other operations include Kettle River, Kubaka and Gurupi. Segment earnings
for 2003 included Kinross' portion of Kubaka's financial results (54.7%
until February 28, 2003, and 100% thereafter).
(f) Corporate and other includes, among other assets, New Britannia, Lupin and
Aquarius. Subsequent to December 31, 2005, Kinross sold its interest in
Aquarius and entered into definitive agreement to sell Lupin.
158
RESULTS OF OPERATIONS
FORT KNOX (100% OWNERSHIP AND OPERATOR) - USA
THREE MONTHS ENDED MARCH 31, 2006 AND 2005
------------------------------------------------------------------------------------------------------------------------------------
Three months ended
March 31, 2006 vs 2005
---------------------------------------------------------------
2006 2005 Change Change %
------------------------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes processed (000's) 3,183 3,007 176 6%
Grade (grams/tonne) 0.91 0.88 0.03 3%
Recovery (%) 85.3% 87.1% (1.8%) (2%)
Gold equivalent ounces
Produced 79,677 73,953 5,724 8%
Sold 67,608 70,998 (3,390) (5%)
FINANCIAL DATA (in US$ millions)
Metal sales $ 37.1 $ 30.5 $ 6.6 22%
Cost of sales (a) 21.5 17.5 4.0 23%
Accretion and reclamation expense 0.3 0.3 - 0%
Depreciation, depletion and amortization 6.0 7.7 (1.7) (22%)
------------------------------------------------------------------------------------------------------------------------------------
9.3 5.0 4.3 86%
Exploration 0.1 0.1 - 0%
Other 0.1 0.3 (0.2) (67%)
------------------------------------------------------------------------------------------------------------------------------------
Segment earnings $ 9.1 $ 4.6 $ 4.5 98%
------------------------------------------------------------------------------------------------------------------------------------
(a) Cost of sales excludes accretion, depreciation, depletion and amortization.
FIRST QUARTER 2006 VS. FIRST QUARTER 2005
o Gold equivalent production increased by 8%, reflecting an increase in
tonnes processed and a higher grade; partially offset by a lower
recovery. Production in the first quarter of 2005 was impacted by slope
stability issues which affected the planned ore release from the Fort
Knox pit.
o Revenues from metal sales were up by 22% due to a higher realized gold
price; partially offset by a 5% drop in the number of ounces sold.
o Despite selling fewer ounces, cost of sales increased by 23% in the
first quarter of 2006. The increase was the result of increases in fuel
and electricity costs along with other operating costs.
o An impairment charge of $141.8 million was recorded against the mine's
property, plant and equipment in the fourth quarter of 2005, which
contributed to a 22% decrease in depreciation, depletion and
amortization in the first quarter of 2006, compared with the first
quarter of 2005.
159
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
2005 vs 2004 2004 vs 2003
2005 2004 2003 Change Change % Change Change %
----------------------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes ore mined (000's) 12,683 10,927 12,739 1,756 16% (1,812) (14%)
Tonnes processed (000's) 13,050 13,239 13,685 (189) (1%) (446) (3%)
Grade (grams/tonne) 0.90 0.94 1.07 (0.04) (4%) (0.13) (12%)
Recovery (%) 86.9% 84.2% 83.1% 2.7% 3% 1.1% 1%
Gold equivalent ounces
Produced 329,320 338,334 391,831 (9,014) (3%) (53,497) (14%)
Sold 320,771 351,738 370,152 (30,967) (9%) (18,414) (5%)
FINANCIAL DATA (in US$ millions)
Revenues $ 143.1 $ 143.9 $ 136.3 $ (0.8) (1%) $ 7.6 6%
Cost of sales 88.1 89.2 90.3 (1.1) (1%) (1.1) (1%)
Accretion and reclamation expense 1.1 1.3 0.6 (0.2) (15%) 0.7 117%
Depreciation, depletion and amortization 34.8 35.9 36.0 (1.1) (3%) (0.1) (0%)
----------------------------------------------------------------------------------------------------------------------------------
19.1 17.5 9.4 1.6 9% 8.1 86%
Exploration 0.6 0.6 2.4 - 0% (1.8) (75%)
Impairment charge 141.8 - - 141.8 nm - nm
Other 0.8 0.3 - 0.5 167% 0.3 nm
----------------------------------------------------------------------------------------------------------------------------------
Segment earnings (loss) $ (124.1) $ 16.6 $ 7.0 $ (140.7) nm $ 9.6 137%
----------------------------------------------------------------------------------------------------------------------------------
Kinross acquired the Fort Knox open pit mine, located near Fairbanks,
Alaska, in 1998. The Fort Knox operation consists of the Fort Knox open pit and
the True North open pit located approximately 15 kilometers northwest of Fort
Knox.
2005 VS. 2004
Production of gold equivalent ounces decreased by 3% due to lower grade
and mill throughput, which was partially offset by a higher recovery. The lower
grade in 2005 was the result of the suspension of production at the True North
deposit in 2004. The lower mill throughput was the result of processing the
harder Fort Knox ore compared with the blended ore from True North and Fort Knox
for much of the prior year. Despite selling 9% fewer gold equivalent ounces in
2005, revenues remained largely unchanged, due to a higher realized gold price.
The decrease in cost of sales reflects lower gold ounces sold. The cost of
sales, on a per ounce basis, increased as a result of higher energy costs,
partially offset by improved cost efficiencies as a result of the continuous
improvement program. In 2005, Kinross recorded a $141.8 million impairment
charge against the mine. During the year, a strategic review was conducted on
the operation. The review was done in light of higher electricity and fuel
costs, the metallurgical performance at True North and slope stability issues at
the southwest wall of the pit. As a result of the review, the True North and Gil
deposits were reclassified from reserves to resources, Kinross decided to
withdraw from the Ryan Lode project, which had been included in reserves, and
design changes were made to the Fort Knox pit. The impairment is discussed
further under "Impairment of Goodwill, Property, Plant and Equipment, and
Investments." Depreciation expense was similar despite a 9% decrease in ounces
being sold. This is due to capital expenditures that have increased assets
subject to depreciation. Production for 2006 is forecast to be lower than 2005,
with improved recovery rates expected to be offset by lower grades.
2004 VS. 2003
Gold equivalent ounces produced declined by 14% as a result of the
decision to defer production from the higher grade True North deposit until the
second half of 2004, which resulted in lower ore grade and fewer tonnes of ore
processed. The decrease in ore milled in 2004 was also the result of harder ore
from the Fort Knox pit being processed through the mill for the first six
months, compared with the blended ore from True North and Fort Knox for the full
year in 2003. Revenue increased by 6% due to higher realized gold prices,
despite fewer ounces being sold. The slight decrease in operating costs reflects
the suspension of mining at True North for the latter half of 2004. This was
partially offset by higher reagent costs and higher labor costs, as increased
manpower was required to operate larger capacity mining equipment that was added
to the fleet.
160
PARACATU (100% OWNERSHIP AND OPERATOR) - BRAZIL
THREE MONTHS ENDED MARCH 31, 2006 AND 2005
------------------------------------------------------------------------------------------------------------------------------------
Three months ended
March 31, 2006 vs 2005
------------------------------------------------------------------
2006 2005 Change Change %
------------------------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes processed (000's) (a) 4,333 3,900 433 11%
Grade (grams/tonne) 0.39 0.42 (0.03) (7%)
Recovery (%) 78.4% 76.9% 1.5% 2%
Gold equivalent ounces
Produced 42,900 40,609 2,291 6%
Sold 46,127 43,482 2,645 6%
FINANCIAL DATA (in US$ millions)
Metal sales $ 25.2 $ 18.6 $ 6.6 35%
Cost of sales (b) 15.1 12.3 2.8 23%
Accretion and reclamation expense 0.2 0.2 - 0%
Depreciation, depletion and amortization 2.8 3.6 (0.8) (22%)
------------------------------------------------------------------------------------------------------------------------------------
7.1 2.5 4.6 184%
Exploration 0.4 0.4 - 0%
Other 0.7 - 0.7 nm
------------------------------------------------------------------------------------------------------------------------------------
Segment earnings $ 6.0 $ 2.1 $ 3.9 186%
------------------------------------------------------------------------------------------------------------------------------------
(a) Tonnes processed represent 100% of mine production.
(b) Cost of sales excludes accretion, depreciation, depletion and amortization.
FIRST QUARTER 2006 VS. FIRST QUARTER 2005
o Production during the first quarter of 2006 increased by 6% over the
corresponding quarter in 2005 as lower grade was more than offset by a
higher recovery rate and an increase in the number of tonnes processed. The
increase in the tonnes processed was due to the mining of softer ore in the
first quarter of 2006 and mill stoppages for repairs in the first quarter
of 2005.
o Revenues from metal sales increased by 35% as a result of a 6% increase in
the number of ounces sold and a higher realized gold price.
o Cost of sales increased by 23% quarter-over-quarter largely due to an
increase in the number of ounces sold, an 18% appreciation in the Brazilian
real and against the U.S. dollar and increased power and commodity costs.
o Depreciation, depletion and amortization decreased by 22% as additions to
reserves have extended the mine life over which the property, plant and
equipment is depreciated.
161
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
------------------------------------------------------------------------------------------------------------------------------------
2005 vs 2004 2004 vs 2003
2005 2004 (A) 2003 (B) Change Change % Change Change %
-----------------------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes ore mined (000's) (c) 17,157 17,281 17,263 (124) (1%) 18 0%
Tonnes processed (000's) (c) 16,945 17,342 16,891 (397) (2%) 451 3%
Grade (grams/tonne) 0.42 0.44 0.40 (0.02) (5%) 0.04 10%
Recovery (%) 78.2% 76.8% 76.8% 1.4% 2% 0.0% 0%
Gold equivalent ounces
Produced 180,522 92,356 91,176 88,166 95% 1,180 1%
Sold 177,806 93,279 88,561 84,527 91% 4,718 5%
FINANCIAL DATA (in US$ millions)
Revenues $ 79.0 $ 38.2 $ 32.0 $ 40.8 107% $ 6.2 19%
Cost of sales 50.0 20.6 18.0 29.4 143% 2.6 14%
Accretion and reclamation expense 0.7 0.5 0.5 0.2 40% - 0%
Depreciation, depletion and amortization 17.0 9.5 9.8 7.5 79% (0.3) (3%)
----------------------------------------------------------------------------------------------------------------------------------
11.3 7.6 3.7 3.7 49% 3.9 105%
Exploration 5.2 - - 5.2 nm - nm
Impairment charge - 2.1 99.4 (2.1) (100%) (97.3) (98%)
Other 0.7 2.6 1.1 (1.9) (73%) 1.5 136%
----------------------------------------------------------------------------------------------------------------------------------
Segment earnings (loss) $ 5.4 $ 2.9 $ (96.8) $ 2.5 86% $ 99.7 nm
----------------------------------------------------------------------------------------------------------------------------------
(a) 2004 and 2003 results reflect 49% ownership. Kinross acquired the remaining
51% and became the mine operator on December 31, 2004.
(b) 2003 results are for the 11 months from February through December only.
(c) Tonnes mined/processed represent 100% of mine production.
Kinross acquired a 49% ownership interest in the Paracatu open pit
mine, located in the State of Minas Gerais, in the acquisition of TVX on January
31, 2003. On December 31, 2004, Kinross completed the purchase of the remaining
51% of Paracatu from Rio Tinto.
2005 VS. 2004
Gold equivalent production attributable to Kinross' account increased
by 95% between 2004 and 2005. The increase was due to the increase in Kinross'
ownership of Paracatu from 49% in 2004 to 100% in 2005. On a 100% basis, gold
equivalent production decreased by 4% year-over-year. The decrease was due to
lower grade ore and the processing of fewer tonnes, partially offset by a higher
recovery rate. Revenue increased by 107%, or approximately 1% on a 100% basis.
Revenue, on 100% basis, increased despite fewer ounces being sold as a result of
a higher realized gold price. Cost of sales during 2005 increased by 19% against
2004, on a 100% basis. The increase was due to increased energy and consumable
costs, and an appreciation of the Brazilian real against the U.S. dollar,
year-over-year, of approximately 20%. Depreciation decreased in 2005 by 12%
against 2004, on a 100% basis, due to increases in the mine's reserves. Gold
equivalent production in 2006 is expected to increase slightly from 2005 due to
more tonnes being processed and a marginally higher recovery rate.
2004 VS. 2003
Gold equivalent production was slightly higher despite 12 months of
production versus 11 months in the previous year. On a full year basis, the
production was actually lower, which resulted primarily from lower tonnes
processed. Grade was approximately 10% higher, while recovery rates were similar
in both periods. Revenue increased by 19% due to a 5% increase in ounces sold
and higher realized gold prices. Higher costs were the result of higher power
prices, increased contracted service costs and a strengthening of the Brazilian
real against the U.S. dollar of approximately 5%. As a result of additional
reserve ounces, depreciation expense was 3% lower year-over-year, despite an
increase in the number of ounces sold.
162
ROUND MOUNTAIN (50% OWNERSHIP AND OPERATOR) - USA
THREE MONTHS ENDED MARCH 31, 2006 AND 2005
------------------------------------------------------------------------------------------------------------------------------------
Three months ended
March 31, 2006 vs 2005
---------------------------------------------------------------------
2006 2005 Change Change %
------------------------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS (a)
Tonnes processed (000's) (b) 12,981 16,496 (3,515) (21%)
Grade (grams/tonne) 0.58 0.65 (0.07) (11%)
Gold equivalent ounces
Produced 85,091 95,393 (10,302) (11%)
Sold 94,067 92,820 1,247 1%
FINANCIAL DATA (in US$ millions)
Metal sales $ 51.7 $ 39.9 $ 11.8 30%
Cost of sales (c) 27.6 24.1 3.5 15%
Accretion and reclamation expense 0.4 0.5 (0.1) (20%)
Depreciation, depletion and amortization 5.6 10.9 (5.3) (49%)
------------------------------------------------------------------------------------------------------------------------------------
18.1 4.4 13.7 311%
Exploration 0.4 0.1 0.3 300%
------------------------------------------------------------------------------------------------------------------------------------
Segment earnings $ 17.7 $ 4.3 $ 13.4 312%
------------------------------------------------------------------------------------------------------------------------------------
(a) Due to the nature of heap leach operations recovery rates cannot be
accurately measured on a quarterly basis.
(b) Tonnes processed represent 100% of mine production.
(c) Cost of sales excludes accretion, depreciation, depletion and
amortization.
FIRST QUARTER 2006 VS. FIRST QUARTER 2005
o Gold production was 11% lower in the first quarter of 2006 due to fewer
tonnes processed at a lower average grade. Tonnes processed were lower due
to reduced loader availability, crusher downtime and weather related
delays. Grade was lower largely due to the processing of low grade
stockpiles.
o Revenues from metal sales increased by 30% as a result of a higher realized
gold price and a slight increase in the number of ounces sold.
o Cost of sales increased by 15% due to increased personnel and contractor
costs and increased commodity related costs. Compared to the first quarter
of 2005, fuel and electricity costs each increased by approximately 17%. In
addition, the higher gold price has resulted in higher royalties and taxes.
o Depreciation decreased by 49% largely due to an increase in reserves
year-over-year.
163
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
------------------------------------------------------------------------------------------------------------------------------------
2005 vs 2004 2004vsS 2003
2005 2004 2003 (A) Change Change % Change $ Change %
-----------------------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes ore mined (000's) (b) 29,002 35,820 39,824 (6,818) (19%) (4,004) (10%)
Tonnes processed (000's) (b) 61,696 67,065 52,636 (5,369) (8%) 14,429 27%
Grade (grams/tonne) 0.64 0.55 0.61 0.09 16% (0.06) (10%)
Gold equivalent ounces
Produced 373,947 387,785 364,271 (13,838) (4%) 23,514 6%
Sold 367,581 375,421 363,273 (7,840) (2%) 12,148 3%
FINANCIAL DATA (in US$ millions)
Revenues $ 164.0 $ 154.1 $ 131.9 $ 9.9 6% $ 22.2 17%
Cost of sales 93.7 82.3 74.9 11.4 14% 7.4 10%
Accretion and reclamation expense 1.8 1.9 1.6 (0.1) (5%) 0.3 19%
Depreciation, depletion and amortization 39.5 43.3 45.0 (3.8) (9%) (1.7) (4%)
-----------------------------------------------------------------------------------------------------------------------------------
29.0 26.6 10.4 2.4 9% 16.2 156%
Exploration 2.4 0.8 2.1 1.6 200% (1.3) (62%)
Impairment charge - - 89.9 - nm (89.9) nm
-----------------------------------------------------------------------------------------------------------------------------------
Segment earnings (loss) $ 26.6 $ 25.8 $ (81.6) $ 0.8 3% $ 107.4 nm
-----------------------------------------------------------------------------------------------------------------------------------
(a) 2003 results are for the 11 months from February through December only.
(b) Tonnes mined/processed represent 100% of mine production.
(c) Due to the nature of heap leach operations recovery rates cannot be
accurately measured on an annual basis.
Kinross acquired its ownership interest in the Round Mountain open pit
mine, located in Nye County, Nevada, in the acquisition of Echo Bay on January
31, 2003.
2005 VS. 2004
Production was 4% lower in 2005 than in the prior year due to fewer
tonnes delivered to the dedicated pads at a lower grade. Tonnes processed were
lower during the year due to pit phasing and pit slope failures. Despite fewer
ounces being sold, revenues were up by 6% as a result of higher realized gold
prices. Cost of sales increased by 14% due to increased commodity related costs,
higher costs on replacement parts, increased contractor costs on equipment
maintenance and higher royalties and taxes due to a stronger gold price.
Depreciation expense was 10% lower year-over-year due to fewer ounces being sold
and the addition of reserve ounces. Production in 2006 is expected to be
approximately 10% lower than in 2005. Expenditures on a new layback program
began in 2005 in order to expand the pit. Ore from this layback is expected to
benefit production in late 2006.
2004 VS. 2003
Revenue increased by 17% due to higher realized gold prices and an
increase in gold equivalent ounces produced and sold. The increase in production
and operating costs in 2004 was due to the inclusion of only 11 months of
operations in 2003. Production and costs were also affected by the failure of an
electrical transformer in the second half of 2003. As a result, the focus
shifted to accelerating ore placement on the leach pads, to help offset milling
and crushing limitations due to power constraints. Depreciation expense was 4%
lower year-over-year, despite an increase in the number of ounces sold as a
result of additional reserve ounces.
164
PORCUPINE (49% INTEREST; BARRICK GOLD 51% AND OPERATOR) - CANADA
THREE MONTHS ENDED MARCH 31, 2006 AND 2005
------------------------------------------------------------------------------------------------------------------------------
Three months ended
March 31, 2006 VS 2005
---------------------------------------------------------------------
2006 2005 Change Change %
------------------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes processed (000's) (a) 997 1,074 (77) (7%)
Grade (grams/tonne) 2.17 3.14 (0.97) (31%)
Recovery (%) 90.3% 92.0% (1.7%) (2%)
Gold equivalent ounces
Produced 30,132 52,891 (22,759) (43%)
Sold 32,153 50,060 (17,907) (36%)
FINANCIAL DATA (in US$ millions)
Metal sales $ 17.8 $ 22.0 $ (4.2) (19%)
Cost of sales (b) 14.1 13.3 0.8 6%
Accretion and reclamation expense 0.5 0.2 0.3 150%
Depreciation, depletion and amortization 2.3 4.7 (2.4) (51%)
------------------------------------------------------------------------------------------------------------------------------
0.9 3.8 (2.9) (76%)
Exploration 0.8 1.0 (0.2) (20%)
Other 0.3 - 0.3 nm
------------------------------------------------------------------------------------------------------------------------------
Segment earnings (loss) $ (0.2) $ 2.8 $ (3.0) nm
------------------------------------------------------------------------------------------------------------------------------
(a) Tonnes processed represent 100% of mine production.
(b) Cost of sales excludes accretion, depreciation, depletion and amortization.
In the first quarter of 2006, Placer Dome Inc. was acquired by Barrick Gold
Corporation.
FIRST QUARTER 2006 VS. FIRST QUARTER 2005
o Gold production for the first quarter of 2006 was 43% lower than in the
first quarter of 2005 largely due to lower grade, as mining in the higher
grade Dome pit was completed in the fourth quarter of 2005. While a
decrease in average grade was budgeted, the actual mined grade at Pamour
was lower than anticipated as a result of geological and mining factors
that increased dilution. Review of the geological model and improved mining
practice will reduce dilution at Pamour and improve the grade. Gold
production was further impacted by an unplanned mill shutdown which reduced
mill throughput by 7% relative to the first quarter of 2005. Metallurgical
recovery was 2% lower, which again reflected the lower grade Pamour ore.
o Metal sales for the quarter decreased by $4.2 million, or 19%, as a result
of the lower production and fewer ounces being sold. This decrease was
partially offset by a higher realized gold price.
o The decrease in ounces produced was largely due to the lower grade.
However, the operation processed a similar number of tonnes compared to the
first quarter of 2006. So despite fewer ounces being sold, cost of sales
increased by 6%. The increase was the result of higher power costs along
with a 6% appreciation in the Canadian dollar against the U.S. dollar
compared with the first quarter of 2005.
o Depreciation, depletion and amortization decreased by 51%. The decrease was
the result of fewer ounces being sold and a portion of the ounces mined in
2005 being replaced in reserves with additional ounces.
165
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
----------------------------------------------------------------------------------------------------------------------------------
2005 vs 2004 2004 vs 2003
2005 2004 2003 Change Change % Change Change %
---------------------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes ore mined (000's) (a) 5,443 13,752 7,146 (8,309) (60%) 6,606 92%
Tonnes processed (000's) (a) 4,266 3,995 4,705 271 7% (710) (15%)
Grade (grams/tonne) 2.95 3.35 3.73 (0.40) (12%) (0.38) (10%)
Recovery (%) 92.6% 91.8% 92.4% 0.8% 1% (0.6%) (1%)
Gold equivalent ounces
Produced 183,976 193,799 223,960 (9,823) (5%) (30,161) (13%)
Sold 179,585 191,296 225,001 (11,711) (6%) (33,705) (15%)
FINANCIAL DATA (in US$ millions)
Revenues $ 80.8 $ 78.8 $ 83.0 $ 2.0 3% $ (4.2) (5%)
Cost of sales 50.7 44.4 48.9 6.3 14% (4.5) (9%)
Accretion and reclamation expense 11.8 2.3 2.3 9.5 413% - 0%
Depreciation, depletion and amortization 14.8 22.7 24.9 (7.9) (35%) (2.2) (9%)
---------------------------------------------------------------------------------------------------------------------------------
3.5 9.4 6.9 (5.9) (63%) 2.5 36%
Exploration 3.5 3.2 2.5 0.3 9% 0.7 28%
Other 0.9 0.5 2.9 0.4 80% (2.4) (83%)
---------------------------------------------------------------------------------------------------------------------------------
Segment earnings (loss) $ (0.9) $ 5.7 $ 1.5 $ (6.6) nm $ 4.2 280%
---------------------------------------------------------------------------------------------------------------------------------
(a) Tonnes mined/processed represent 100% of mine production.
On July 1, 2002, Kinross formed the Porcupine Joint Venture with a
wholly owned subsidiary of Placer Dome Inc. ("Placer Dome"). The formation of
the joint venture combined the two companies' gold mining operations in the
Porcupine district of Timmins, Ontario. The ownership of this unincorporated
joint venture is 51% Placer Dome and 49% Kinross. In early 2006, Placer Dome was
acquired by Barrick Gold Corporation.
2005 VS. 2004
Gold production in 2005 was 5% lower than 2004. Production was
positively impacted by higher recoveries and increased mill throughput; however,
this was offset by lower grade. Mill throughput was higher as a result of a mill
expansion undertaken to ensure the harder ores originating from the Pamour pit
could be processed through the Dome mill. Feed grade was lower due to localized
highwall instability in the Dome pit, no production from the Dome underground
mine and the commencement of mining at the Pamour pit which has a lower average
grade than the Dome pit. Revenue increased by 3% despite a 6% drop in ounces
sold as a result of higher realized gold prices. Operating costs were also up
despite selling fewer ounces due to higher energy and commodity costs, and a 7%
increase in value of the Canadian dollar against the U.S. dollar year-over-year.
Increases during the year in Kinross' portion of the estimated reclamation and
remediation liability relating to areas of the joint venture no longer in
production were expensed in the current year and have been included as part of
accretion and reclamation expense. Depreciation expense decreased by 35% due to
a 6% drop in ounces sold and a larger reserve base in 2005. Due to lower grades
from the Pamour pit, production for 2006 is expected to be lower than 2005.
2004 VS. 2003
Revenue was down in 2004 due to fewer ounces being produced and sold,
which was partially offset by higher gold prices. Production in 2004, as
compared with 2003, was lower due to lower grade and fewer tonnes processed
resulting from the planned closure of the Dome underground in late May 2004.
Mining continued at the Dome open pit and Hoyle Pond underground mines. Costs,
on a per ounce basis, were higher due to lower production, rising operating
costs and a stronger Canadian dollar. Depreciation expense was down by 9%,
largely due to the decrease in the number of ounces sold year-over-year.
166
LA COIPA (50% OWNERSHIP; BARRICK GOLD 50% AND OPERATOR) - CHILE
THREE MONTHS ENDED MARCH 31, 2006 AND 2005
------------------------------------------------------------------------------------------------------------------------------------
Three months ended
March 31, 2006 vs 2005
------------------------------------------------------------------
2006 2005 Change Change %
------------------------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes processed (000's) (a) 1,577 1,702 (125) (7%)
Grade (grams/tonne)
- Gold 1.19 0.99 0.20 20%
- Silver 58.18 47.02 11.16 24%
Recovery (%)
- Gold 82.9% 81.8% 1.1% 1%
- Silver 52.7% 57.9% (5.2%) (9%)
Gold equivalent ounces
Produced 38,627 34,024 4,603 14%
Sold 40,066 37,988 2,078 5%
FINANCIAL DATA (in US$ millions)
Metal sales $ 22.5 $ 17.6 $ 4.9 28%
Cost of sales (b) 11.3 12.5 (1.2) (10%)
Accretion and reclamation expense 0.2 0.1 0.1 100%
Depreciation, depletion and amortization 5.6 4.4 1.2 27%
------------------------------------------------------------------------------------------------------------------------------------
5.4 0.6 4.8 800%
Exploration 0.4 0.2 0.2 100%
Other - 0.3 (0.3) (100%)
------------------------------------------------------------------------------------------------------------------------------------
Segment earnings $ 5.0 $ 0.1 $ 4.9 4900%
------------------------------------------------------------------------------------------------------------------------------------
(a) Tonnes processed represent 100% of mine production.
(b) Cost of sales excludes accretion, depreciation, depletion and amortization.
In the first quarter of 2006, Placer Dome Inc. was acquired by Barrick Gold
Corporation.
FIRST QUARTER 2006 VS. FIRST QUARTER 2005
o Gold equivalent production increased 14% during the first quarter of 2006
mainly due to higher gold and silver grades. The lower grades in 2005 were
the result of changes to the mine plan due to pit slope failures. The ratio
to convert silver into gold equivalent ounces was 57.03:1 in the first
quarter of 2006, compared with 61.31:1 in the first quarter of 2005.
o The sale of gold equivalent ounces increased by 5% which, along with a
higher realized gold price, resulted in a 28% increase in revenues from
metal sales.
o Cost of sales decreased by 10% between the first quarter of 2005 and the
first quarter of 2006, despite selling more ounces. The decrease was due to
increased costs in the first quarter of 2005 due to the pit slope failures.
This was partially offset by higher power costs and a 9% appreciation of
the Chilean peso against the U.S. dollar between the first quarter of 2005
and the first quarter of 2006.
o Depreciation, depletion and amortization increased 27% as a result of
depreciable assets added at the mine during 2005 and an increase in the
number of ounces sold.
167
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
------------------------------------------------------------------------------------------------------------------------------------
2005 vs 2004 2004 vs 2003
2005 2004 2003 (A) Change Change % Change Change %
------------------------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes ore mined (000's) (b) 3,450 3,769 4,257 (319) (8%) (488) (11%)
Tonnes processed (000's) (b) 6,496 6,562 5,928 (66) (1%) 634 11%
Grade (grams/tonne)
- Gold 1.01 1.10 1.20 (0.09) (8%) (0.10) (8%)
- Silver 45.07 60.83 65.00 (15.76) (26%) (4.17) (6%)
Recovery (%)
- Gold 80.5% 81.2% 83.5% (0.7%) (1%) (2.3%) (3%)
- Silver 54.0% 57.5% 60.7% (3.5%) (6%) (3.2%) (5%)
Gold equivalent ounces
Produced 125,991 150,887 144,125 (24,896) (16%) 6,762 5%
Sold 131,051 149,785 138,733 (18,734) (13%) 11,052 8%
Silver ounces produced (000's) 2,547 3,693 3,794 (1,146) (31%) (101) (3%)
FINANCIAL DATA (in US$ millions)
Revenues $ 60.3 $ 59.0 $ 51.5 $ 1.3 2% $ 7.5 15%
Cost of sales 45.4 39.7 34.4 5.7 14% 5.3 15%
Accretion and reclamation expense 0.4 0.4 0.3 - 0% 0.1 33%
Depreciation, depletion and amortization 15.8 16.8 17.9 (1.0) (6%) (1.1) (6%)
------------------------------------------------------------------------------------------------------------------------------------
(1.3) 2.1 (1.1) (3.4) nm 3.2 nm
Exploration 1.1 0.5 0.9 0.6 120% (0.4) (44%)
Impairment charge - - 68.8 - nm (68.8) (100%)
Other - 0.7 - (0.7) (100%) 0.7 nm
------------------------------------------------------------------------------------------------------------------------------------
Segment earnings (loss) $ (2.4) $ 0.9 $ (70.8) $ (3.3) nm $ 71.7 nm
------------------------------------------------------------------------------------------------------------------------------------
(a) 2003 results are for the 11 months from February through December only.
(b) Tonnes mined/processed represent 100% of mine production.
Kinross acquired its ownership interest in the La Coipa open pit mine
in the acquisition of TVX on January 31, 2003.
2005 VS. 2004
Tonnes mined and milled, along with grade and recoveries were lower
than 2004 due to changes in the mine plan caused by pit slope failures during
the year. As a result, production was down 16% to 125,991 gold equivalent ounces
from 150,887 equivalent ounces in 2004. Geotechnical studies are being conducted
in order to assess the current situation. While gold equivalent ounces sold were
13% lower in 2005, due to lower production, a higher realized gold price
resulted in a 2% increase in revenue. Operating costs were 14% higher
year-over-year despite fewer ounces being sold. The increase was due to higher
stripping costs, increased cost for power, fuel and other consumables, in
addition to the strengthening of the Chilean peso, against the U.S. dollar, of
approximately 9% year-over-year. Depreciation expense was 6% lower, largely due
to fewer ounces being sold. There was no significant change during the year to
the average ratio for conversion of silver into equivalent gold ounces.
Production at La Coipa in 2006 is now expected to be higher than 2005, with an
increase in the tonnes of ore processed partially offset by lower grade and
recovery rates.
2004 VS. 2003
As budgeted, tonnes mined during the year were lower than 2003 due to
an increase in the stripping required. Gold equivalent production was higher in
2004 due to the inclusion of only 11 months of production in 2003. On a full
year basis, production was 4% lower due to lower grade and recovery rates, while
tonnes processed were similar. Revenue increased as a result of higher realized
gold prices and more ounces sold. Depreciation expense was lower, despite
increased production as a result of an increased reserve base.
168
CRIXAS (50% OWNERSHIP; ANGLOGOLD ASHANTI 50% AND OPERATOR) - BRAZIL
THREE MONTHS ENDED MARCH 31, 2006 AND 2005
---------------------------------------------------------------------------------------------------------------------------------
Three months ended,
March 31, 2006 vs 2005
---------------------------------------------------------------------
2006 2005 Change Change %
---------------------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes processed (000's) (a) 198 188 10 5%
Grade (grams/tonne) 7.96 8.37 (0.41) (5%)
Recovery (%) 95.2% 95.6% (0.4%) (0%)
Gold equivalent ounces
Produced 24,121 24,192 (71) (0%)
Sold 23,938 24,156 (218) (1%)
FINANCIAL DATA (in US$ millions)
Metal sales $ 13.2 $ 10.3 $ 2.9 28%
Cost of sales (b) 4.5 3.5 1.0 29%
Accretion and reclamation expenses - - - 0%
Depreciation, depletion and amortization 2.8 2.9 (0.1) (3%)
---------------------------------------------------------------------------------------------------------------------------------
5.9 3.9 2.0 51%
Exploration 0.1 0.1 - 0%
Other 0.1 - 0.1 nm
---------------------------------------------------------------------------------------------------------------------------------
Segment earnings $ 5.7 $ 3.8 $ 1.9 50%
---------------------------------------------------------------------------------------------------------------------------------
(a) Tonnes processed represent 100% of mine production.
(b) Cost of sales excludes accretion, depreciation, depletion and
amortization.
FIRST QUARTER 2006 VS. FIRST QUARTER 2005
o Gold production was similar between the first quarter of 2005 and the first
quarter of 2006. A decrease in grade between the periods was offset by an
increase in the tonnes processed.
o Higher revenues from metal sales were the result of higher realized gold
prices.
o Cost of sales increased by 29% due to the mining and processing of
additional tonnes of lower grade ore, along with an 18% appreciation of the
Brazilian real against the U.S. dollar during the first quarter of 2006,
compared with the same period in 2005. In addition, the mine experienced
increases in power and other commodity costs.
169
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
------------------------------------------------------------------------------------------------------------------------------------
2005 vs 2004 2004 vs 2003
2005 2004 2003 (A) Change Change % Change Change %
------------------------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes ore mined (000's) (b) 755 746 684 9 1% 62 9%
Tonnes processed (000's) (b) 755 746 684 9 1% 62 9%
Grade (grams/tonne) 8.32 8.18 8.24 0.14 2% (0.06) (1%)
Recovery - Gold (%) 95.2% 95.4% 95.7% (0.2%) 0% (0.3%) 0%
Gold equivalent ounces
Produced 96,212 93,540 86,698 2,672 3% 6,842 8%
Sold 93,309 93,265 87,665 44 0% 5,600 6%
FINANCIAL DATA (in US$ millions)
Revenues $ 41.5 $ 38.2 $ 31.9 $ 3.3 9% $ 6.3 20%
Cost of sales 14.1 12.2 10.3 1.9 16% 1.9 18%
Accretion and reclamation expense 0.1 0.1 0.1 - 0% - 0%
Depreciation, depletion and amortization 12.3 12.8 12.3 (0.5) (4%) 0.5 4%
------------------------------------------------------------------------------------------------------------------------------------
15.0 13.1 9.2 1.9 15% 3.9 42%
Exploration 0.3 0.3 0.5 - 0% (0.2) (40%)
Impairment charge 3.4 - 42.5 3.4 nm (42.5) (100%)
------------------------------------------------------------------------------------------------------------------------------------
Segment earnings (loss) $ 11.3 $ 12.8 $ (33.8) $ (1.5) (12%) $ 46.6 nm
------------------------------------------------------------------------------------------------------------------------------------
(a) 2003 results are for the 11 months from February through December only.
(b) Tonnes mined/processed represent 100% of mine production.
Kinross acquired its ownership interest in the Crixas underground mine,
located in the State of Goais, in the acquisition of TVX on January 31, 2003.
2005 VS. 2004
Gold production was 3% higher in 2005, compared with 2004, due to
higher grade and increased mill throughput. Revenue increased by 9% as a result
of a higher realized gold price. Costs of sales increased year-over-year by 16%
due to the appreciation of the Brazilian real against the U.S. dollar, and
higher energy, service and consumable costs. The average exchange rate of the
Brazilian real against the U.S. dollar increased, year-over-year, by
approximately 20%. Production for 2006 is expected to be similar to 2005, with
lower grade being offset by an increased in the number of tonnes processed.
2004 VS. 2003
Revenue was 20% higher due to higher realized gold prices and increased
production. Gold equivalent production was higher in 2004 due to the inclusion
of only 11 months of production in 2003. On a full year basis, production was
slightly lower. While grade and recovery rates were similar, operating costs
increased due to higher labor and power costs and an approximate 5% appreciation
of the Brazilian real against the U.S. dollar. Depreciation expense increased by
4%, largely due to the 6% increase in the number of ounces sold.
170
MUSSELWHITE (31.93% OWNERSHIP; BARRICK GOLD 68.07% AND OPERATOR) - CANADA
THREE MONTHS ENDED MARCH 31, 2006 AND 2005
---------------------------------------------------------------------------------------------------------------------------------
Three months ended
March 31, 2006 vs 2005
---------------------------------------------------------------------
2006 2005 Change Change %
----------------------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes processed (000's) (a) 354 355 (1) (0%)
Grade (grams/tonne) 4.71 6.00 (1.29) (22%)
Recovery (%) 94.3% 95.5% (1.2%) (1%)
Gold equivalent ounces
Produced 16,168 21,544 (5,376) (25%)
Sold 16,860 20,340 (3,480) (17%)
FINANCIAL DATA (in US$ millions)
Metal sales $ 9.3 $ 8.8 $ 0.5 6%
Cost of sales (b) 7.2 6.4 0.8 13%
Accretion - - - 0%
Depreciation, depletion and amortization 2.4 3.1 (0.7) (23%)
----------------------------------------------------------------------------------------------------------------------------------
(0.3) (0.7) 0.4 57%
Exploration 0.7 0.4 0.3 75%
----------------------------------------------------------------------------------------------------------------------------------
Segment loss $ (1.0) $ (1.1) $ 0.1 9%
----------------------------------------------------------------------------------------------------------------------------------
(a) Tonnes processed represent 100% of mine production.
(b) Cost of sales excludes accretion, depreciation, depletion and amortization.
In the first quarter of 2006, Placer Dome Inc. was acquired by Barrick Gold
Corporation.
FIRST QUARTER 2006 VS. FIRST QUARTER 2005
o Gold production in the first quarter of 2006 was 25% lower largely due to
localized poor ground conditions that delayed access to higher-grade ore
blocks. As a result, mill feed for the quarter was limited to lower-grade
ore from underground and stockpiles. Average grade for the quarter was 22%
lower than the first quarter of 2005. A re-engineered mining sequence to
access and mine the high-grade blocks has been completed and is currently
being reviewed.
o Metal sales increased by 6% as higher gold prices offset a 17% decrease in
the number of ounces sold.
o Despite a 17% decrease in ounces sold, cost of sales increased by 13%. The
increase was largely due to increased energy and commodity costs. Operating
costs were also negatively impacted by a 6% appreciation in the Canadian
dollar against the U.S. dollar in the first quarter of 2006, compared with
the first quarter of 2005.
o Depreciation, depletion and amortization decreased by 23%. The decrease was
the result of fewer ounces being sold and a portion of the ounces mined in
2005 being replaced in reserves with additional ounces.
171
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
------------------------------------------------------------------------------------------------------------------------------------
2005 vs 2004 2005 vs 2004
2005 2004 2003 (A) Change Change % Change Change %
-----------------------------------------------------------------------------------------------------------------------------------
OPERATING STATISTICS
Tonnes ore mined (000's) (b) 1,390 2,340 1,229 (950) (41%) 1,111 90%
Tonnes processed (000's) (b) 1,477 1,459 1,229 18 1% 230 19%
Grade (grams/tonne) 5.46 5.30 5.40 0.16 3% (0.10) (2%)
Recovery (%) 95.0% 95.8% 95.5% (0.8%) (1%) 0.3% 0%
Gold equivalent ounces
Produced 79,916 76,640 64,978 3,276 4% 11,662 18%
Sold 79,919 78,430 61,333 1,489 2% 17,097 28%
FINANCIAL DATA (in US$ millions)
Revenues $ 34.9 $ 32.1 $ 22.5 $ 2.8 9% $ 9.6 43%
Cost of sales 26.4 21.1 15.9 5.3 25% 5.2 33%
Accretion and reclamation expense 0.1 0.1 0.1 - 0% - 0%
Depreciation, depletion and amortization 12.5 12.5 11.2 - 0% 1.3 12%
-----------------------------------------------------------------------------------------------------------------------------------
(4.1) (1.6) (4.7) (2.5) (156%) 3.1 66%
Exploration 1.6 2.0 2.1 (0.4) (20%) (0.1) (5%)
Impairment charge 2.0 - 53.9 2.0 nm (53.9) (100%)
Other - 0.2 0.2 (0.2) (100%) - 0%
-----------------------------------------------------------------------------------------------------------------------------------
Segment loss $ (7.7) $ (3.8) $ (60.9) $ (3.9) (103%) $ 57.1 94%
-----------------------------------------------------------------------------------------------------------------------------------
(a) 2003 results are for the 11 months from February through December only.
(b) Tonnes mined/processed represent 100% of mine production.
Kinross acquired its 31.9% ownership interest in the Musselwhite
underground mine, located in northwestern Ontario, Canada, in the acquisition of
TVX on January 31, 2003.
2005 VS. 2004
Gold equivalent production increased by 4% in 2005 due to a 3% increase
in grade year-over-year and an increase in tonnes processed. The increased grade
was the result of increased tonnage from underground sources which replaced low
grade stockpile feed. Revenue from metal sales increased by 9% due to a higher
realized gold price and a 2% increase in the number of ounces sold. Cost of
sales increased 25% due to the increased tonnage from higher-cost underground
ore, increased underground development costs and higher energy and commodity
costs. Cost of sales was also negatively impacted by a 7% appreciation of the
Canadian dollar against the U.S. dollar year-over-year. Production in 2006 is
expected to be approximately 4% lower due to lower grade ore.
2004 VS. 2003
Gold equivalent production increased by 18% in 2004 due to the
inclusion of only 11 months in 2003, but also due to more ore being processed
(increased by 19%), as a result of improved equipment utilization. With the
increased production along with higher realized gold prices, revenue increased
year-over-year by 43%. Operating costs were up 33% during the year as a result
of increased mining activity along with increased labor and consumable costs,
and a stronger Canadian dollar. Despite a 28% increase in ounces sold,
depreciation expense increased only 12% due to additions to the mine's reserve
base.
172
REFUGIO (50% OWNERSHIP AND OPERATOR) - CHILE
Kinross acquired its 50% interest in the Refugio open pit mine, located
120 kilometers northeast of Copiapo, Chile in 1998. In 2001, due to low gold
prices and operational difficulties, mining activities were suspended and the
operation was placed on care and maintenance. In late 2002, a multi-phase
exploration program commenced and in 2003 it was determined that the mine would
be recommissioned.
The mine went into commercial production in the fourth quarter of 2005
and achieved its average targeted production rate of 40,000 tonnes per day in
November 2005. During the 12 months ended December 31, 2005, the mine processed
5.8 million tonnes of ore with an average grade of 0.83 grams per tonne and a
recovery rate of 67%, to produce 30,580 ounces of gold to Kinross' account. The
recommissioned mine is capable of producing approximately 115,000 to 130,000
ounces annually to Kinross' account and is forecast to produce 124,000 ounces to
Kinross' account in 2006.
Since the mine was not in production in the first quarter of 2005,
comparative figures from the first quarter of 2005 are not meaningful. During
the first quarter of 2006, 31,948 gold equivalent ounces were sold with a cost
of sales of $10.7 million and depreciation of $1.3 million. Revenues on metal
sales of $17.8 million were recorded and the segment generated earnings of $5.7
million during the quarter. Ore to heaps during the first quarter was 3,124,400
tonnes, or 34,717 tonnes per day, with an average grade of 0.79 grams per tonne.
OTHER OPERATING SEGMENTS
KUBAKA (98.1% OWNERSHIP AND OPERATOR) - RUSSIA
Kinross acquired a 54.7% interest in the Kubaka open pit mine, located
in the Magadan Oblast in far eastern Russia, in three transactions in 1998 and
1999. On February 28, 2003, Kinross completed a step-up transaction to bring its
ownership interest to the current 98.1%. Consideration for this further interest
was $44.7 million.
All mining activity at Kubaka underground and Birkachan was completed
by June 2005, with only stockpiles processed in the second half of the year.
During the first quarter of 2006, the mine sold 15,533 gold equivalent ounces.
Gold equivalent production increased by 13% in 2005 to 140,195 ounces from the
prior year. The increase was due to a 10% increase in mill throughput and 7%
increase in grades. The change in mill throughput was largely the result of an
8-week scheduled shutdown in 2004. Revenue from metal sales increased by 27% due
to more ounces being sold and a higher realized gold price. Costs of sales
increased due to more tonnes processed and an increase in the number of ounces
sold. Depreciation, depletion and amortization was up by 39% as the remaining
unamortized development costs and property, plant and equipment was fully
depreciated over the production during the year, following the decision to close
the mine.
While there is no specific development plans for the Kubaka mine, there
are still areas of interest that management will continue to evaluate. Closure
of the mine is expected to take place largely during 2006.
KETTLE RIVER (100% OWNERSHIP AND OPERATOR) - USA
Kinross acquired Kettle River, located in the state of Washington, in
the acquisition of Echo Bay on January 31, 2003. At the time of acquisition the
mine was shutdown. Kinross recommenced operations in December 2003. During 2005,
gold equivalent production was 68,146 ounces, which was 30% lower than the
96,789 ounces produced in 2004. The drop in production was expected in 2005 due
to fewer tonnes being mined and milled, as mining at Emanuel Creek was completed
in November and the mill temporarily shutdown. Grade and recovery rates were
also lower in 2005, compared with 2004. With the mine on care and maintenance
beginning in November 2005, the remaining staff focused on the permitting and
engineering of the Buckhorn mine. Production is expected to commence from the
Buckhorn mine once the acquisition of Crown Resources and permitting is
completed. During 2005, accretion and reclamation expense of $6.1 million was
recorded as a result of an increase to the estimated reclamation and remediation
liability relating to the operation.
173
EXPLORATION AND BUSINESS DEVELOPMENT EXPENSE
-----------------------------------------------------------------------------------------------------------------------------------
In US$ millions 2006 2005 Vs 2004 2004 Vs 2003
Forecast 2005 2004 2003 Change $ Change % Change $ Change %
----------------------------------------------------------------------------------------------------------------------------------
Exploration and Business
Development $ 30.0 $ 26.6 $ 20.4 $ 24.3 $ 6.2 30% $ (3.9) (16%)
FIRST QUARTER OF 2006
Exploration and business development expense for the first quarter of
2006 was $7.5 million, compared with $4.9 million for the corresponding period
in 2005, an increase of 53%. Aggregate exploration and business development is
expected to be approximately $30 million for the year. The focus of the
Company's exploration program is to replace and increase reserves at existing
mines and increase reserves at its development projects.
2005
Exploration expenditures in 2005 focused primarily on mine exploration.
The two highest priorities were the resource expansion project at Paracatu and
the pit expansion at Round Mountain. During 2005, Kinross spent $5.2 million at
Paracatu, while $2.4 million was spent at Round Mountain. Exploration
expenditures at the other Company operated mines included $2.3 million at
Kubaka, $0.6 million at Fort Knox and $0.4 million at Kettle River. Kinross'
share of exploration expenditures at non-operated joint venture properties
included $3.5 million at Porcupine, $1.6 million at Musselwhite, $1.1 million at
La Coipa and $0.3 million at Crixas.
2004
The focus of Kinross' exploration program was to replace and increase
reserves at existing mines and increase reserves at its development projects.
Exploration expenditures at mines Kinross operates totaled $14.4 million. This
included $2.2 million at Kettle River, $0.6 million at Fort Knox, $0.8 million
at Round Mountain and $0.4 million at Kubaka. Kinross' share of exploration
expenditures at joint venture properties operated by others included $3.2
million at Porcupine, $2.0 million at Musselwhite, $0.5 million at La Coipa and
$0.3 million at Crixas.
2003
Exploration activities were focused principally at and around existing
operating mines and at Kettle River and Refugio. During 2003, Kinross spent
$11.3 million on exploration at mines it operates including $2.7 million at
Kettle River, $2.4 million at Fort Knox, $2.1 million at Round Mountain and $1.3
million in the Kubaka area. At Kinross' joint venture properties operated by
others, Kinross' portion of exploration expenditures in 2003 totaled $6.0
million, including $2.5 million at Porcupine and $2.1 million at Musselwhite.
Other exploration expenses totaled $3.8 million, of which $1.4 million was spent
at Refugio.
GENERAL AND ADMINISTRATIVE
-------------------------------------------------------------------------------------------------------------------------------
in US$ millions 2005 vs 2004 2004 vs 2003
2005 2004 2003 Change $ Change % Change $ Change %
-------------------------------------------------------------------------------------------------------------------------------
General and administrative $ 45.3 $ 36.4 $ 25.0 $ 8.9 24% $ 11.4 46%
General and administrative costs include corporate office expenses
related to the overall management of the business which are not part of direct
mine operating costs. General and administrative costs include the costs
incurred at corporate offices located in Toronto, Reno and Brasilia.
174
General and administrative expense for the first quarter of 2006 was
$10.1 million, compared with $10.2 million for the similar period in 2005.
General and administrative costs in 2005 included increased severance costs and
increased professional fees resulting from the review of the accounting for the
acquisition of TVX and Echo Bay. However, the Canadian dollar has continued to
strengthen, largely offsetting the impact of reduced severance costs and
professional fees in the first quarter of 2006. The Canadian dollar appreciated
6% against the U.S. dollar between the first quarters of 2005 and 2006.
General and administrative costs have increased from $25.0 million in
2003 to $45.3 million in 2005, an increase of 81%. The increase was the result
of a number of factors:
o Severance and related personnel costs increased significantly in 2004
and 2005.
o Legal and insurance costs have increased.
o During 2004 and 2005, costs were incurred related to the regulatory
review of Kinross' accounting for goodwill. In addition, since 2003,
costs related to regulatory requirements have increased.
o In 2004, Kinross began recording all stock-based compensation as an
expense, which totaled $4.9 million and $2.9 million in 2005 and 2004,
respectively.
o As a large portion of Kinross' general and administrative expense is
incurred in Canadian dollars, the weakening U.S. dollar has had an
impact on general and administrative expense. The average exchange
rate of the U.S. dollar against the Canadian dollar decreased by 8%
between 2003 and 2004 and a further 7% between 2004 and 2005.
IMPAIRMENT OF GOODWILL, PROPERTY, PLANT AND EQUIPMENT AND INVESTMENTS
GOODWILL
Goodwill is not amortized; however, Kinross evaluates, on at least an
annual basis, its carrying value. An impairment test is required if the carrying
amount of the reporting unit exceeds the sum of the undiscounted cash flows
expected to result from the use and any residual value of the units. If it is
determined that goodwill needs to be tested for impairment, an analysis is
performed that compares the fair value of the reporting units against their
carrying value. Goodwill is discussed further in the "The Carrying Value of
Goodwill" in the Critical Accounting Policies and Estimates section below.
During 2005, goodwill impairments totaling $8.7 million were recorded. The
impairments related to Musselwhite ($2.0 million) and the Aquarius property
($6.7 million). The goodwill impairment relating to Musselwhile was the result
of a reduction in the future value (future potential) ascribed to the property
by management. The goodwill impairment at Aquarius followed management's
decision to dispose of the property. Goodwill impairment charges of $12.4
million and $394.4 million were recorded in 2004 and 2003, respectively. A
breakdown of the impairment charges to goodwill is as follows:
-----------------------------------------------------------------------------------------------------------
In US$ millions
2005 2004 2003
-----------------------------------------------------------------------------------------------------------
GOODWILL
Gurupi property - exploration project $ - $ 12.4 $ 26.2
Paracatu - - 99.4
Crixas - - 42.5
La Coipa - - 65.9
Round Mountain - - 87.2
Musselwhite 2.0 - 53.9
Aquarius 6.7 - 19.3
-----------------------------------------------------------------------------------------------------------
Total $ 8.7 $ 12.4 $ 394.4
-----------------------------------------------------------------------------------------------------------
175
PROPERTY, PLANT AND EQUIPMENT AND INVESTMENTS
The following is a breakdown of the impairments recorded against
Kinross' property, plant and equipment and investments for the three years ended
December 31, 2005:
--------------------------------------------------------------------------------------------------------------------
in US$ millions
2005 2004 2003
--------------------------------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT
Kubaka $ - $ 25.1 $ -
Gurupi property - exploration project - 5.0 -
Paracatu - 2.1 -
Fort Knox 141.8 - -
Round Mountain - - 2.7
La Coipa - - 2.9
Lupin - 7.9 4.4
New Britannia - 1.3 -
Aquarius - exploration project 30.1 - -
Norseman property - exploration project - 3.5 -
E-Crete - aerated concrete producer - - 5.2
Reclamation projects - 1.2 -
--------------------------------------------------------------------------------------------------------------------
171.9 46.1 15.2
--------------------------------------------------------------------------------------------------------------------
INVESTMENTS
Loan receivable from joint venture partner - - 1.2
Crixas' taxes receivable 3.4 - -
Marketable securities and long-term investments 0.7 1.4 0.7
--------------------------------------------------------------------------------------------------------------------
4.1 1.4 1.9
--------------------------------------------------------------------------------------------------------------------
$ 176.0 $ 47.5 $ 17.1
--------------------------------------------------------------------------------------------------------------------
The impairment test of long lived assets is a test of recoverability.
The carrying value of property, plant and equipment is discussed further in the
"The Carrying Value of Operating Mines, Mineral Rights, Development Properties
and Other" in the Critical Accounting Policies and Estimates section below. In
conducting the impairment analysis for 2005, Kinross utilized the same
methodology as 2004 and 2003, using nominal prices and cost assumptions,
reflecting inflation and currency impacts. The valuation was conducted by an
independent valuator. The gold price assumptions were based on a forecast from
an independent external research firm, as well as other external market data.
176
In the fourth quarter of 2005, an impairment charge of $141.8 million
was recorded at Fort Knox. During the year a strategic review was conducted on
the Fort Knox operation. The review was done in light of higher electricity and
fuel costs, the metallurgical performance at True North and slope stability
issues at the southwest wall of the pit. As a result of the review, the True
North and Gil deposits were reclassified from reserves to resources, Kinross
decided to withdraw from the Ryan Lode project, which previously had been
included in reserves, and design changes were made to the Fort Knox pit were
made. All these changes contributed to the write-down.
The strategic review determined that at a gold price of $450 per ounce
it would be profitable to include the resources in the Fort Knox life of mine
plan, to be mined after the depletion of the initial pit and partially through
heap leach. The heap leach is presently being tested with favorable result.
In the fourth quarter of 2005, following the determination that a tax
receivable was unrecoverable at the Crixas mine, an impairment charge of $3.4
million was recorded. During the third quarter of 2005, following Kinross'
decision to dispose of the Aquarius exploration property, an impairment charge
of $30.1 million was recorded against property, plant and equipment (along with
$6.7 million against goodwill).
In 2004, impairment losses of $46.1 million were recorded against the
carrying value of long-lived assets at various operations, along with an
impairment loss of $1.4 million recorded against investments for a total of
$47.5 million. An impairment loss of $25.1 million was recorded at Kinross'
Kubaka operation following the decision not to proceed with the development of
the Tsokol vein located near the Kubaka mill. At Lupin, a charge of $7.9 million
was recorded, as the mine was scheduled for reclamation in 2005. An impairment
charge of $5.0 million was recorded at Gurupi on its long-lived assets, in
addition to the impairment loss against goodwill. An impairment loss of $3.5
million was recorded against the carrying value of the Norseman property in
Australia, as the decision was made by Kinross to dispose of the property.
Impairment losses were also recorded at Paracatu ($2.1 million), New Britannia
($1.3 million) and the Delamar reclamation property ($1.2 million).
For the year ended December 31, 2003, following a comprehensive review
of its properties, Kinross determined that the fair value of Round Mountain, La
Coipa, Lupin and E-Crete, a producer of aerated concrete located in Phoenix,
Arizona, was less than net book value. Accordingly, Kinross recorded a $15.2
million impairment charge in relation to these properties. In addition, Kinross
recorded an impairment to investments of $1.9 million.
For segment reporting purposes, New Britannia, Lupin, E-Crete, the
Aquarius exploration property and the Norseman exploration property are included
in Corporate and other, while Kubaka is classified as part of Other operations.
GAIN ON DISPOSAL OF ASSETS
During 2005, as part of Kinross' strategic review, Kinross disposed of
certain assets considered to be non-core. In 2005, Kinross realized a net gain
on the disposal of assets totaling $6.0 million, of which $4.7 million related
to the sale of a portion of its interest in Kinross Forrest Ltd. The investment
in Kinross Forrest Ltd. is discussed further under "Related Party Transactions."
Kinross also sold its position in Cumberland Resources Ltd. and various other
equity holdings. Kinross realized a net gain on the disposals of assets of $1.7
million and $29.5 million in 2004 and 2003, respectively. The gains were largely
on the sale of investments in junior mining companies.
177
OTHER EXPENSE - NET
THREE MONTHS ENDED MARCH 31, 2006 AND 2005
-----------------------------------------------------------------------------------------------------------------------------------
in US$ millions Three months ended
March 31, 2006 vs 2005
--------------------------------------------------------------------
2006 2005 Change $ Change %
-----------------------------------------------------------------------------------------------------------------------------------
Interest and other income $ 1.7 $ 1.9 (0.2) (11%)
Interest expense (2.5) (1.9) (0.6) (32%)
Foreign exchange gains (losses) (9.4) 1.7 (11.1) nm
Non-hedge derivative losses (2.5) - (2.5) nm
-----------------------------------------------------------------------------------------------------------------------------------
Other income (expense) - net $ (12.7) $ 1.7 (14.4) nm
-----------------------------------------------------------------------------------------------------------------------------------
Interest expense
----------------
Interest expense totaled $2.5 million during the first quarter of 2006,
an increase of $0.6 million from the same period in 2005. The increased interest
expense is partially the result of increased long-term debt. Total long-term
debt at March 31, 2006 was $158.7 million, compared with $139.0 million at March
31, 2005. In addition, the interest expense on the Company's variable rate debt
increased due to increases to LIBOR between the first quarter of 2005 and the
first quarter of 2006. The Company has capitalized interest during the first
quarter of 2006, totaling $0.5 million related to capital development projects
at Fort Knox and Round Mountain.
Non-hedge derivative losses
---------------------------
During the first quarter of 2006, the Company recorded non-hedge
derivative losses of $2.5 million. The losses related to written gold call
options and are discussed further under "Financial Instruments" below.
Foreign exchange gains (losses)
-------------------------------
A net foreign exchange loss of $9.4 million was recorded during the
first quarter of 2006, compared with a net gain of $1.7 million for the
comparative period in 2005. The loss on foreign exchange in the first quarter of
2006 was largely the result of the impact of strengthening foreign currencies on
net monetary liabilities in the Company's non-U.S. operations.
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
-----------------------------------------------------------------------------------------------------------------------------------
in US$ millions 2005 vs 2004 2004 vs 2003
2005 2004 2003 Change $ Change % Change $ Change %
-----------------------------------------------------------------------------------------------------------------------------------
Interest and other income $ 7.0 $ 9.1 $ 12.3 (2.1) (23%) (3.2) (26%)
Non-hedge derivative gain (loss) (3.2) 3.1 0.4 (6.3) nm 2.7 675%
Interest expense on long-term liabilities (6.8) (5.1) (11.6) (1.7) (33%) 6.5 56%
Foreign exchange loss (14.0) (13.3) (34.0) (0.7) (5%) 20.7 61%
Loss on redemption of convertible
debentures - - (16.6) - 0% 16.6 100%
-----------------------------------------------------------------------------------------------------------------------------------
Other expense - net $ (17.0) $ (6.2) $ (49.5) (10.8) (174%) 43.3 87%
-----------------------------------------------------------------------------------------------------------------------------------
Other expense was $17.0 million in 2005, compared with $6.2 million in
2004 and $49.5 million in 2003. Interest income was lower in 2005 due to lower
average cash balances throughout the year. A foreign exchange loss of $14.0
million was recorded in 2005, compared with a loss of $13.3 million in 2004 and
$34.0 million in 2003. The loss on foreign exchange was largely the result of
the impact of strengthening foreign currencies on net monetary liabilities in
Kinross' non-U.S. operations. Interest expense increased in 2005, compared with
the prior two years, as Kinross' debt has increased. During 2005, Kinross
capitalized interest totaling $1.8 million relating to capital expenditures at
Fort Knox, the Porcupine Joint Venture, Refugio and Round Mountain. Interest and
other
178
income is expected to be lower in 2006 due to significantly lower cash balances,
while interest expense is expected to increase as a result of higher debt levels
and rising interest rates.
Kinross maintains a no-hedging policy on gold revenues. However, Kinross
does, from time to time, generate premiums through the sale of gold call
options. Non-hedge derivative gains and losses relate to the mark-to-market
movement on these gold call options. During 2005, the liability on call options
sold increased by $3.2 million. At December 31, 2005, Kinross has 255,000 ounces
of sold call options outstanding at an average strike price of $522 per ounce,
which had an unrealized loss of $6.2 million. Gains or losses on mark-to-market
adjustments are reflected in the period incurred.
INCOME AND MINING TAX EXPENSE
Kinross is subject to tax in various jurisdictions including Canada, the
United States, Brazil, Chile and Russia. During the first quarter of 2006,
Kinross recorded a provision for income and mining taxes of $0.6 million on
earnings before tax of $9.7 million. During the corresponding period in 2005,
Kinross recorded a provision for income and mining taxes of $2.6 million on
earnings before tax of $1.7 million. Kinross recorded recoveries of $12.9
million and $11.5 million and a provision of $4.1 million for income and mining
taxes in 2005, 2004 and 2003 on losses before tax and other items of $228.2
million, $74.1 million and $469.1 million, respectively. Kinross' combined
federal and provincial statutory tax rate was 34% for 2005 and 39% for both 2004
and 2003. There are a number of factors that can significantly impact Kinross'
effective tax rate including the geographic distribution of income, varying
rates in different jurisdictions, the non-recognition of tax assets, mining
allowance, foreign currency exchange rate movements, changes in tax laws and the
impact of specific transactions and assessments. A reconciliation of Kinross'
statutory rate to the actual provision is provided in Note 17 to the
consolidated financial statements.
Due to the number of factors that can potentially impact the effective
tax rate and the sensitivity of the tax provision to these factors, as discussed
above, it is expected that Kinross' effective tax rate will continue to
fluctuate in future periods.
RELATED PARTY TRANSACTIONS
During 2004, Kinross entered into a shareholders' agreement providing
for the incorporation of Kinross Forrest Ltd. ("KF Ltd."). KF Ltd. is
incorporated under the laws of the Territory of the British Virgin Islands and
is a party to a joint venture with La Generale des Carrieres et des Mines, a
Congolese state-owned mining enterprise. The joint venture was formed for the
purpose of exploiting the Kamoto Copper Mine located in the Democratic Republic
of Congo. Upon incorporation, Kinross held 35% of the shares of KF Ltd., a
company controlled by Art Ditto, a former director and officer of Kinross, held
25% and 40% was held by an unrelated third party. Mr. Ditto paid Kinross his
share of the expenses incurred in the amount of $0.3 million.
During 2005, Kinross agreed to sell 23.33% of the shares of KF Ltd. to
Balloch Resources Ltd. ("Balloch") for consideration of $4.7 million. Based on
an original cost of less than $0.1 million, Kinross recorded a gain on sale of
$4.7 million. In addition, Kinross and Balloch signed an agreement giving
Balloch an option to purchase Kinross' remaining 11.67% interest in KF Ltd. Art
Ditto owns a 17.1% interest in the outstanding common shares of Balloch and,
following its purchase of the interest in KF Ltd., was appointed the president
and Chief Executive Officer of Balloch. Mr. Robert Buchan, a former officer and
director of Kinross, is the non-executive Chairman of Balloch. On November 30,
2005, Balloch changed its name to Katanga Mining Ltd. The option agreement has
also
179
been amended to fix the number of Katanga Mining Ltd. shares that can be
exchanged for Kinross' remaining interest in KF Ltd.
LIQUIDITY AND CAPITAL RESOURCES
The following table summarizes Kinross' cash flow activity for the three
months ended March 31, 2006 and 2005:
------------------------------------------------------------------------------------------------------------------------------------
in US$ millions Three months ended
March 31, 2006 vs 2005
---------------------------------------------------------------------
2006 2005 Change $ Change %
------------------------------------------------------------------------------------------------------------------------------------
Cash flow:
Provided from operating activities $ 20.1 $ 26.8 $ (6.7) (25%)
Used in investing activities (35.1) (38.8) 3.7 10%
Provided from financing acitvities 0.2 16.6 (16.4) (99%)
Effect of exchange rate changes on cash 1.3 - 1.3 nm
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and
cash equivalents (13.5) 4.6 (18.1) nm
Cash and cash equivalents:
Beginning of period 97.6 47.9 49.7 104%
------------------------------------------------------------------------------------------------------------------------------------
End of period $ 84.1 $ 52.5 $ 31.6 60%
------------------------------------------------------------------------------------------------------------------------------------
The following table summarizes Kinross' cash flow activity for the three
years ended December 31, 2005:
-----------------------------------------------------------------------------------------------------------------------------------
in US$ millions 2005 vs 2004 2004 vs 2003
2005 2004 2003 Change $ Change % Change $ Change %
----------------------------------------------------------------------------------------------------------------------------------
Cash flow:
Provided from operating activities $ 133.7 $ 161.2 $ 83.0 $ (27.5) (17%) $ 78.2 94%
Used in investing activities (121.1) (442.3) (50.1) 321.2 73% (392.2) (783%)
Provided by financing acitvities 35.7 82.6 34.6 (46.9) (57%) 48.0 139%
Effect of exchange rate changes on cash 1.4 0.6 7.7 0.8 133% (7.1) (92%)
----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and
cash equivalents 49.7 (197.9) 75.2 247.6 nm (273.1) nm
Cash and cash equivalents:
Beginning of year 47.9 245.8 170.6 (197.9) (81%) 75.2 44%
----------------------------------------------------------------------------------------------------------------------------------
End of year $ 97.6 $ 47.9 $ 245.8 $ 49.7 104% $ (197.9) (81%)
----------------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
THREE MONTHS ENDED MARCH 31, 2006 AND 2005
Cash flow provided by operating activities was $20.1 million in the
first quarter of 2006, compared with $26.8 million in the corresponding period
in 2005, a decrease of 25%. The increase in cash provided by higher revenue was
offset by higher operating costs, other expenses and larger working capital
requirements during the quarter. During the three months ended March 31, 2006,
cash decreased $13.5 million; from $97.6 million at December 31, 2005 to $84.1
million at March 31, 2006.
YEAR ENDED DECEMBER 31, 2005, 2004 AND 2003
Cash flow provided from operating activities decreased from $161.2
million to $133.7 million between 2004 and 2005. The decrease was largely the
result of fewer ounces sold combined with increased operating costs, partially
offset by higher realized gold prices. In addition, cash provided by changes in
operating assets and liabilities decreased by $15.1 million to $13.4 million.
180
Cash flow provided from operating activities increased by $78.2 million
in 2004 to $161.2 million. The increase was largely the result of cash provided
by changes in operating assets and liabilities of $28.5 million in 2004, versus
a use of cash related to changes in operating assets and liabilities of $42.9
million in 2003. Also, impacting operating cash flow was higher realized gold
prices, which was partially offset by higher operating costs.
INVESTING ACTIVITIES
THREE MONTHS ENDED MARCH 31, 2006 AND 2005
Net cash used in investing activities was $35.1 million in the first
quarter of 2006, versus $38.8 million during the same period in 2005. Cash used
included additions to property, plant and equipment of $34.7 million and $38.1
million in the first quarters of 2006 and 2005, respectively. The following
provides a breakdown of capital expenditures:
--------------------------------------------------------------------------------------------------------------------------
in US$ millions Three months ended
March 31, 2006 vs 2005
-----------------------------------------------------------------
2006 2005 Change $ Change %
--------------------------------------------------------------------------------------------------------------------------
OPERATING SEGMENTS
Fort Knox $ 8.9 $ 10.5 $ (1.6) (15%)
Round Mountain 2.9 1.0 1.9 190%
La Coipa 3.0 1.0 2.0 200%
Crixas 1.7 1.4 0.3 21%
Paracatu 8.4 3.9 4.5 115%
Musselwhite 1.1 1.2 (0.1) (8%)
Porcupine Joint Venture 4.7 6.1 (1.4) (23%)
Refugio 2.3 12.6 (10.3) (82%)
Other operations 0.6 0.1 0.5 500%
CORPORATE & OTHER 1.1 0.3 0.8 267%
--------------------------------------------------------------------------------------------------------------------------
$ 34.7 $ 38.1 $ (3.4) (9%)
--------------------------------------------------------------------------------------------------------------------------
Capital expenditures in the first quarter of 2006 included costs related
to accessing the phase six ore zone at Fort Knox, capital development at the
Porcupine Joint Venture and costs at Paracatu related to the mine and mill
expansion.
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
Net cash used in investing activities was $121.1 million in 2005,
compared with $442.3 million in 2004 and $50.1 million in 2003. The decrease in
2005 was largely related to the $261.2 million used in the 2004 acquisition of
the remaining 51% of the Paracatu mine. In 2005, additions to property, plant
and equipment were $142.4 million, compared with $169.5 million in 2004 and
$73.4 million in 2003. The following schedule provides a breakdown by segment of
the capital expenditures:
181
2005 vs 2004 2004 vs 2003
-----------------------------------------------------
(in US$ millions) 2005 2004 2003 (A) Change $ Change % Change $ Change %
----------------------------------------------------------------------------------------------------------------------------------
Operating Segments
Fort Knox $ 44.6 $ 58.7 $ 26.5 $ (14.1) (24%) $ 32.2 122%
Paracatu 21.3 5.8 5.2 15.5 267% 0.6 12%
Round Mountain 5.9 8.8 5.7 (2.9) (33%) 3.1 54%
Porcupine Joint Venture 24.7 24.5 8.3 0.2 1% 16.2 195%
La Coipa 4.9 1.0 0.5 3.9 390% 0.5 100%
Crixas 6.2 3.6 3.2 2.6 72% 0.4 13%
Musselwhite 5.7 3.9 2.7 1.8 46% 1.2 44%
Refugio (b) 26.2 43.4 1.5 (17.2) (40%) 41.9 2793%
Other operations 1.9 18.6 11.1 (16.7) (90%) 7.5 68%
CORPORATE & OTHER 1.0 1.2 8.7 (0.2) (17%) (7.5) (86%)
----------------------------------------------------------------------------------------------------------------------------------
TOTAL $ 142.4 $ 169.5 $ 73.4 $ (27.1) (16%) $ 96.1 131%
----------------------------------------------------------------------------------------------------------------------------------
(a) 2003 results include TVX and Echo Bay properties for 11 months only
(February through December).
(b) Effective January 1, 2006, Refugio has been included as a reportable
operating segment and the financial statements as at December 31, 2005 and
December 31, 2004 and for the years ended December 31, 2005, 2004 and 2003
have been amended accordingly.
Capital expenditures during 2005 included costs related to accessing
phase five and phase six ore zones at Fort Knox, development of the Pamour pit
at the Porcupine Joint Venture, mine and mill expansion costs at Paracatu, and
continuing recommissioning costs at Refugio.
During 2004, the major focus of Kinross' program included expenditures
at Fort Knox on the tailings dam, equipment and mine development,
recommissioning of Refugio and development of the Pamour pit at the Porcupine
joint venture.
Capital expenditures in 2003 included approximately $28 million spent on
additions to the mines added pursuant to the TVX/Echo Bay acquisition, including
$9.4 million in preparation for the reactivation of the Kettle River operation.
Expenditures at the Fort Knox mine included equipment purchases and rebuilds,
and the drilling of pit-dewatering wells.
During 2005, net cash of $2.9 million was provided on long-term
investments and other assets, compared with a use of $11.8 million in 2004 and
net proceeds of $57.2 million in 2003. The net proceeds in 2003 were generated
largely on the sale of equity investments, which resulted in a gain of $29.5
million. At December 31, 2005, Kinross held long-term investments in resource
companies with a book value of $21.2 million and a market value of $27.7
million.
FINANCING ACTIVITIES
THREE MONTHS ENDED MARCH 31,2006 AND 2005
Net cash of $0.2 million was provided by financing activities in the
first quarter of 2006, versus $16.6 million in the first quarter of 2005.
Proceeds from the issue of common shares of $0.7 million were partially offset
by a $0.5 million net repayment of debt. Cash provided in 2005 was primarily
from the net issuance of debt of $16.1 million, which related largely to a $15.0
million increase in the LIBOR loan drawn on the Company's revolving credit
facility.
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
Net cash provided by financing activities during 2005 was $35.7 million,
compared with $82.6 million in 2004 and $34.6 million in 2003. During 2005, cash
from financing activities was primarily from the issuance of debt. There was a
net increase to the LIBOR loan of $35.0 million under the corporate credit
facility and $5.5 million was drawn down on a $6.0 million credit facility for
the Refugio mine. During the fourth quarter of 2005, Kinross paid the remaining
$2.7 million outstanding on Kubaka's outstanding project financing debt from the
European Bank for Reconstruction and Development.
In December 2004, $105.0 million was drawn down as a LIBOR loan on the
corporate credit facility, which helped fund the purchase of the remaining 51%
interest in Paracatu. During the first quarter of 2004, Kinross repaid the
Industrial Revenue Bonds of $25.0 million owing to the Alaska Industrial
Development and Export Authority. The repurchase of common shares resulting from
a share consolidation followed by an immediate
182
deconsolidation required the use of $11.8 million. Kinross decided to undertake
this action to eliminate the large number of shareholders who held less than 100
shares.
Kinross had two major equity issues during 2003. On August 28, 2003,
Kinross issued 23.0 million common shares for net proceeds of $145.9 million.
The net proceeds from the offering were used to redeem the outstanding 5.5%
convertible unsecured subordinated debentures. The principal amount of the
convertible debentures was $144.8 million. The convertible debentures were
redeemed on September 29, 2003. On November 14, 2003, Kinross issued 6.7 million
common shares, realizing proceeds of $34.9 million, upon the exercise of Echo
Bay warrants. In addition to the redemption of the convertible debentures,
Kinross also repaid other long-term debt of $10.5 million during 2003.
No dividends were declared or paid to the holders of the convertible
preferred shares of Kinam Gold Inc., a subsidiary of Kinross, in 2005, 2004, or
2003.
As of May 1, 2006, there were 347 million common shares of Kinross
issued and outstanding. In addition, at the same date, Kinross had 3.2 million
share purchase options outstanding under its share option plan, 1.1 million
restricted share rights under its restricted share plan and 8.3 million common
share purchase warrants outstanding.
BALANCE SHEET
--------------------------------------------------------------------------------------------------------
in US$ millions As at:
----------------------------------------
March 31, December 31,
2006 2005
--------------------------------------------------------------------------------------------------------
Cash and cash equivalents $ 84.1 $ $ 97.6
Current assets $ 241.9 $ 241.9
Total assets $ 1,712.2 $ 1,698.1
Current liabilities $ 171.9 $ 177.9
Total debt, including current portion (a) $ 173.0 $ 176.1
Total liabilities (b) $ 622.5 $ 622.0
Shareholders' equity $ 1,089.7 $ 1,076.1
--------------------------------------------------------------------------------------------------------
Statistics
Working capital $ 70.0 $ 64.0
Working capital ratio (c) 1.41x 1.36x
--------------------------------------------------------------------------------------------------------
(a) Includes long-term debt plus preferred shares.
(b) Includes preferred shares and non-controlling interest.
(c) Current assets divided by current liabilities.
Cash during the first quarter of 2006 decreased by $13.5 million to
$84.1 million, with cash used in investing activities exceeding cash provided
from operating and financing activities. During the quarter, the Company's net
debt position (cash and cash equivalents less long-term debt, including the
current portion) increased from $61.7 million to $74.6 million. The Company's
net working capital increased from $64.0 million to $70.0 million during the
quarter, with increases in receivables and inventory and a decrease in current
liabilities offsetting the decrease in cash.
At December 31, 2005, Kinross had cash and cash equivalents of $97.6
million, an increase of $49.7 million over the prior year end. Kinross' net debt
position (long-term debt less cash and cash equivalents) decreased from $75.0
million at December 31, 2004 to $61.7 million at the end of 2005. The decrease
largely represents the net of cash flow provided from operating activities less
cash used in investing activities. Non-cash working capital (current assets less
cash and cash equivalents and restricted cash) decreased from $154.3 million at
December 31, 2004 to $143.0 million at the end of 2005.
183
The decrease in property, plant and equipment in 2005 of $179.4 million
was largely due to the impairment charge of $171.9 million during the year. In
addition, depreciation, depletion and amortization expense of $167.7 million
more than offset additions of $142.4 million.
At December 31, 2005, Kinross' estimated reclamation and remediation
obligation was $175.9 million, compared with $131.7 million at the end of 2004.
During 2005, reclamation expenditures totaled $24.0 million. The net increase of
$44.2 million is the result of higher cost assumptions used in determining the
estimate liabilities along with the ongoing development and expansion at various
operations. At producing mines, increases to estimated reclamation and
remediation costs are recorded as an adjustment to the corresponding asset
carrying amount. At closed mines, changes to estimates are charged directly to
earnings. In 2005, accretion and reclamation expense of $56.0 million included
$46.0 million related to increased cost estimates at mines no longer in
production.
CREDIT FACILITIES
In December 2004, Kinross replaced a $125 million credit facility with a
new three-year $200 million revolving credit facility. Kinross borrowed $105.0
million under the facility to satisfy a portion of the cost to purchase the
remaining 51% interest in the Paracatu mine. The credit agreement allowed for
the limit to be increased to $300 million. In February 2005, the limit was
increased by $15 million, which Kinross drew down on as a LIBOR loan for working
capital purposes. In March 2005, the limit was increased by $10 million to allow
for the issue of additional letters of credit. In April 2005, the outstanding
limit was increased to $295 million and the maturity date extended to April 30,
2008. Draw downs on the credit facility can be in U.S. or Canadian dollars and
allows for up to 70% of the outstanding limit to be drawn in gold. Upon each of
the first two anniversaries of the facility, with the lenders consent, Kinross
may extend the maturity of the facility by one year. A total of ten banks have
participated in the facility. The facility also provides credit support for
letters of credit issued to satisfy financial assurance requirements, primarily
associated with reclamation related activities. As of March 31, 2006, Kinross
had drawn on $269.0 million of this facility in the form of a $140.0 million
LIBOR loan and letters of credit totaling $129.0 million and Kinross was in
compliance with the credit facility's various covenants.
184
The following table outlines the credit facility utilization as at
December 31:
---------------------------------------------------------------------------------------------------------------------------
in US$ millions 2005 2004
---------------------------------------------------------------------------------------------------------------------------
Credit facility limit $ 295.0 $ 200.0
LIBOR loan (140.0) (105.0)
Letters of credit (117.6) (94.9)
---------------------------------------------------------------------------------------------------------------------------
Credit facility availability as at December 31, $ 37.4 $ 0.1
---------------------------------------------------------------------------------------------------------------------------
Obligations under the facility are secured by the assets of the Fort
Knox mine as well as by a pledge of shares in various wholly owned subsidiaries.
Pricing is dependent upon the ratio of Kinross' net debt to operating cash flow.
Assuming Kinross maintains a leverage ratio less than 1.25, interest charges are
as follows:
Interest rates in
Type of Credit credit facility
---------------------------------------------------------------------------------------------------------------------------
Dollar based LIBOR loan LIBOR plus 1.00%
Letters of credit 1.00%
Bullion loan Gold lease rate plus 1.25%
Standby fee applicable to unused availability 0.25%
----------------------------------------------------------------------------------------------------------------------------
The credit facility contains various covenants that include limits on
indebtedness, distributions, asset sales and liens. Significant financial
covenants include a minimum tangible net worth of $727.9 million (2004 - $727.9
million), an interest coverage ratio of 4.5:1.0, net debt to operating cash flow
of 3.0:1.0 and minimum proven and probable reserves of 6.0 million gold
equivalent ounces. Kinross was in compliance with all covenants as at December
31, 2005.
During 2005, Kinross agreed to establish a method of funding additional
cash calls from the Refugio mine rather than cash calling the joint venture
partner, Bema Gold Corporation. ScotiaBank Sud Americano extended a $12.0
million credit facility to the Chilean company that owns the Refugio mine,
Compania Minera Maricunga ("CMM"), of which Kinross owns 50%. Funds drawn on the
facility are in the form of one-year promissory notes and bear an interest rate
of LIBOR plus 1.24%. As at December 31, 2005, CMM has drawn $11.0 million on
this facility. Based on Kinross 50% ownership in CMM, $5.5 million is included
on Kinross' financial statements, as a current portion of long-term debt.
Kinross is the guarantor of the agreement.
At December 31, 2005, in addition to the $145.5 million borrowed under
the corporate and Refugio credit facilities, Kinross had capital leases of $13.8
million, for total long-term debt of $159.3 million. Capital lease payments of
$3.9 million and the repayment of the $5.5 million drawn down on the Refugio
credit facility are expected to take place in 2006.
On March 26, 2006, Rio Paracatu Mineracao ("RPM"), a subsidiary of the
Company, borrowed $1.5 million to fund short-term pre-export financing. This
short-term loan is payable in 30 days and has an interest rate of 4.95%.
185
LIQUIDITY OUTLOOK
The major uses of cash for the remainder of 2006, outside of operating
activities and general and administrative costs, include: additions to property,
plant and equipment; reclamation and remediation obligations; and exploration
and business development expenses. Additions to property, plant and equipment
totaled $34.7 million during the first three months, with a full year forecast
of approximately $285 million. The full year capital expenditure forecast
includes over $100 million for the Paracatu mine expansion, which is subject to
board approval. Reclamation and remediation expenditures of $3.1 million have
been spent, with a full year forecast of approximately $36 million. In the first
quarter, exploration and business development expenditures of $7.5 million were
incurred, of an expected $30 million for the year. It is expected that the
Company's existing cash balances, cash flow from operations and existing credit
facilities will be sufficient to fund the exploration, capital and reclamation
programs planned for 2006. The Company is reviewing financing alternatives and
is in negotiations to secure additional debt financing for the Paracatu
expansion project.
The three major uses of cash in 2006 (compared with 2005), outside of
operating activities and general and administrative costs, are expected to be:
--------------------------------------------------------------------------------------------------------
in US$ millions
2005 2006
---------------------------------------------------------------------------------------------------------
Site restoration $ 24.0 $ 36.3
Exploration and business development expense 26.6 30.7
Property, plant and equipment additions 142.4 285.3
---------------------------------------------------------------------------------------------------------
Total $ 193.0 $ 352.3
---------------------------------------------------------------------------------------------------------
The exploration costs are discussed further in the "Exploration and
Business Development Expense" section under "Consolidated Financial Results."
Kinross anticipates certain letters of credit will continue to be
released as various closure properties proceed with final reclamation; however,
the exact timing of these releases is uncertain. It is also difficult to predict
the specific timing of reductions or further increases in LIBOR based
borrowings. In addition, Kinross anticipates the need for additional bonding
requirements.
At December 31, 2005, Kinross had cash and cash equivalents of $97.6
million and $37.4 million available on its credit facility. Based on the average
gold price to-date in 2006, it is expected that Kinross' existing cash balances,
cash flow from operations and existing credit facilities will be sufficient to
fund the exploration, capital and reclamation programs budgeted for 2006.
Kinross is reviewing financing alternatives and is in negotiations to secure
additional debt financing for the Paracatu expansion project.
2006 CAPITAL ADDITIONS
Kinross has an aggressive capital expansion program planned for 2006
with forecasted expenditures of $285 million. Major expenditures forecast for
2006 include: o $121 million at Paracatu, including approximately $100 million
related to the expansion project started in 2005, which is subject to board
approval;
o $51 million at the Fort Knox mine, including the costs related to
accessing the phase six ore zones;
o $37 million to be spent at the Buckhorn project in Washington State,
which is subject to the completion of the Crown Resource transaction
and permitting;
o $25 million at Round Mountain, which includes pit expansion and pad
construction costs;
o $14 million at the Porcupine Joint Venture on underground development
and Pamour construction; and
186
o $10 million at La Coipa, which includes capital development and water
treatment facilities.
All amounts represent Kinross' proportionate share of planned expenditures.
2006 RECLAMATION EXPENDITURES
Reclamation expenditures in 2006 are forecast to be $36.3 million.
Kinross' estimated expenditures include $7.8 million at Lupin, $2.9 million at
Kubaka and $1.3 million at New Britannia. Concurrent reclamation is also
scheduled at many of the operating mines. Reclamation and monitoring continues
at Kinross' Delamar, Haile and Mineral Hill sites.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
Kinross has entered into an agreement to acquire Crown Resources
Corporation ("Crown") in exchange for the issuance of Kinross' common shares.
Kinross will not issue fractional shares to the shareholders of Crown resulting
in a small amount that will be paid in cash. This acquisition is discussed in
the section entitled "Developments."
OFF-BALANCE SHEET ARRANGEMENTS
Other than the guarantee discussed in Note 25 to Kinross' consolidated
financial statements for the year ended December 31, 2005, under the caption
"Guarantee of third party contracts," Kinross does not have any off-balance
sheet arrangements.
TABLE OF CONTRACTUAL OBLIGATIONS
2010 and
(in US$ millions) TOTAL 2006 2007 2008 2009 beyond
--------------------------------------------------------------------------------------------------------------------------------
Long-term debt obligations $ 145.5 $ 5.5 $ - $ 140.0 $ - $ -
Capital lease obligations 13.8 3.9 2.9 3.0 3.9 0.1
Operating lease obligations 21.9 5.7 4.7 4.8 5.4 1.3
Purchase obligations 226.1 129.9 57.0 33.8 5.4 -
Reclamation and remediation obligations 211.4 31.4 34.0 14.6 16.7 114.7
--------------------------------------------------------------------------------------------------------------------------------
Total $ 618.7 $ 176.4 $ 98.6 $ 196.2 $ 31.4 $ 116.1
--------------------------------------------------------------------------------------------------------------------------------
FINANCIAL INSTRUMENTS
Kinross may manage its exposure to fluctuations in commodity prices,
foreign exchange rates and interest rates by entering into derivative financial
instrument contracts in accordance with the risk management policy approved by
its Board of Directors. Kinross' exposure with respect to foreign exchange is
addressed under the section entitled "Risk Analysis - Foreign Currency Exchange
Risk" and, with respect to commodities, in the Section entitled "Risk Analysis -
Commodity Price Risks," below.
187
QUARTERLY INFORMATION
------------------------------------------------------------------------------------------------------------------------------------
Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1
(in millions, except per share 2006 2005 2005 2005 2005 2004 2004 2004 2003
amounts)
--------- --------- --------- --------- -------- --------- --------- --------- ---------
Total metal sales $ 198.3 $ 190.0 $ 181.1 $ 174.6 $ 179.8 $ 179.2 $ 174.6 $ 158.2 $ 154.8
Net earnings (loss) $ 8.9 $ (154.3) $ (44.4) $ (16.4) $ (0.9) $ (88.0) $ 5.5 $ 11.7 $ 7.7
Basic and diluted earnings
(loss) per share $ 0.03 $ (0.45) $ (0.13) $ (0.05) $ - $ (0.25) $ 0.02 $ 0.03 $ 0.02
Cash flow provided from operating
activities $ 20.1 $ 23.8 $ 52.5 $ 30.6 $ 26.8 $ 57.9 $ 62.9 $ 25.4 $ 15.0
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS
Pursuant to regulations adopted by the U.S. Securities and Exchange
Commission (SEC), under the Sarbanes-Oxley Act of 2002 and those of the Canadian
Securities Administrators, Kinross' management evaluates the effectiveness of
the design and operation of Kinross' disclosure controls and procedures, as
defined in paragraph (e) of Rule 13a-15 or 15d-15 of the Securities Exchange Act
of 1934 (disclosure controls). This evaluation is done under the supervision of,
and with the participation of, the President and Chief Executive Officer and the
Chief Financial Officer.
As of the end of the period covered by this MD&A and accompanying
audited financial statements, Kinross' management evaluated the effectiveness of
its disclosure controls. Based on that evaluation, the President and Chief
Executive Officer and the Chief Financial Officer have concluded that Kinross'
disclosure controls and procedures were effective.
CHANGES IN INTERNAL CONTROLS
During the process of restating Kinross' 2003 and 2004 financial
statements, management identified certain significant deficiencies relating to
internal controls over financial reporting. These deficiencies were previously
disclosed in Kinross' reports on Form 40-F for the years ended December 31, 2005
and 2004, and are:
o Kinross' ability to consistently record and reconcile financial
information in a timely manner;
o Inconsistent inventory tracking and procedures at different
operating location;
o Inadequate segregation of duties in particular areas;
o Adequacy of staffing in certain areas and in the training and
experience of personal;
o Inadequate documentation of accounting policies and procedures;
o Inadequate processes and procedures in Kinross' financial
statement review procedures; and
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o Deficiencies in certain areas of Kinross' technology systems.
The deficiencies have been discussed with the Audit Committee and
management has initiated an action plan to address each of these areas. In
addition, management is conducting a company-wide review of internal controls
over financial reporting since those controls will be subject to an attestation
report of Kinross' independent registered public accounting firm for the 2006
fiscal year as mandated by U.S. SEC rules. Management has already taken steps to
address some of these issues.
Specifically, with respect to the controls relating to the allocation of
the purchase price in acquisitions and the evaluation of the value of acquired
assets, Kinross now requires that an independent specialized third-party advisor
review, such as in the form of an independent valuation report and related
accounting expertise, be obtained in connection with any complex and material
acquisition to ensure that management's estimates and assumptions are based on
the best information available. Such an independent valuation was required of
the assets acquired in the TVX and Echo Bay transactions in connection with the
restatement of the financial statements.
With respect to the other deficiencies described above, Kinross'
management has taken various steps, including the establishment of an internal
audit function in 2004, retaining new accounting and auditing employees in both
2004 and 2005 instituting a plan to update its accounting policies and
procedures in 2005 upgrading existing information systems and the redistribution
of work responsibilities where appropriate. Kinross will continue to address
these issues throughout the remainder of 2006.
Since filing its report on Form 40-F for the year ended December 31, 2005,
management has continued to implement its plan to remedy the previously
disclosed significant deficiencies. This includes the formalization of an
accounting policies and procedures manual, the consolidation and improvement of
financial reporting processes, the hiring of consultants and employees, and the
redistribution of work responsibilities where appropriate. Kinross will continue
to address these issues throughout the remainder of 2006.
Other than as discussed above, there were no changes to Kinross'
internal control over financial reporting or in other areas during the year
ended December 31, 2005 or since that time that materially affected, or are
reasonably likely to materially affect, its internal control over financial
reporting.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Kinross' accounting policies are described in Note 3 to the consolidated
financial statements. The preparation of Kinross' consolidated financial
statements, in conformity with GAAP, requires management to make estimates and
assumptions that affect amounts reported in the consolidated financial
statements and accompanying notes. The following is a list of the accounting
policies that Kinross believes are critical, due to the degree of uncertainty
regarding the estimates or assumptions involved and the magnitude of the asset,
liability, revenue or expense being reported:
o Purchase price allocation;
o Carrying value of goodwill;
o Carrying value of operating mines, mineral rights, development
properties and other assets;
o Depreciation, depletion and amortization;
o Inventories;
o Reclamation and remediation obligations;
o Provision for income and mining taxes; and
o Contingencies.
Management has discussed the development and selection of the above
critical accounting policies with the Audit Committee of the Board of Directors,
and the Audit Committee has reviewed the disclosure relating to such policies in
the MD&A.
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PURCHASE PRICE ALLOCATION
Business acquisitions are accounted for by the purchase method of
accounting. Under this method, the purchase price is allocated to the assets
acquired and the liabilities assumed based on fair value at the time of the
acquisition. The excess purchase price over the fair value of identifiable
assets and liabilities acquired is goodwill. The determination of fair value
often requires management to make assumptions and estimates about future events.
The assumptions and estimates with respect to determining the fair value of
property, plant and equipment acquired generally require a high degree of
judgment and include estimates of mineral reserves acquired, future gold prices
and discount rates. Changes in any of the assumptions or estimates used in
determining the fair value of acquired assets and liabilities could impact the
amounts assigned to assets, liabilities and goodwill in the purchase price
allocation. Future net earnings can be affected as a result of changes in future
depreciation and depletion, asset impairment or goodwill impairment.
CARRYING VALUE OF GOODWILL
At December 31, 2005, the carrying value of Kinross' goodwill was $321.2
million. The goodwill, as described in Note 5 to the consolidated financial
statements, arose in connection with Kinross' January 31, 2003 TVX/Echo Bay
acquisition. The goodwill, which represented the excess of the purchase price
over the fair value of identifiable net assets of TVX and Echo Bay as of January
31, 2003, totaled $736.7 million and was allocated to the acquired reporting
units in a reasonable, supportable and consistent manner. Impairment losses to
goodwill of $8.7 million, $12.4 million and $394.4 million were recorded for the
years ended December 31, 2005, 2004 and 2003, respectively. At the time of the
acquisition of TVX and Echo Bay, the goodwill was determined to represent:
1. The expected ability of Kinross to increase its mineral reserves and
resources based on its development of the identified exploration targets
existing on the properties which were part of the acquisition;
2. The optionality (real option value associated with the portfolio of
acquired mines as well as each individual mine) which relates to Kinross'
ability to make exploration decisions on the acquired properties and other
properties based upon changes in gold prices, including the ability to develop
additional, higher-cost reserves and to intensify efforts to develop the more
promising acquired properties and reduce efforts at developing the less
promising acquired properties when gold prices increase in the future; and
3. The going concern value of Kinross' capacity to replace and augment
reserves through completely new discoveries whose value is not reflected in any
of the other valuations of existing mining assets.
Goodwill that represents Kinross' ability to increase its mineral
reserves and resources was allocated to the respective reporting units based on
management estimates, which were corroborated by a three-year rolling ratio of
value additions into the mineral reserves and resources. In attempting to
increase reserves and resources beyond those identified at the time of the
acquisition, Kinross will have to make expenditures on exploration and
development, which may be significant. Subject to any significant adverse
changes in Kinross' long-term view of gold prices and foreign exchange rates,
Kinross believes it has the ability to provide funding for this work. In
addition to negative gold price and foreign exchange rate changes, Kinross faces
further risks involved in realizing production beyond the acquired mineral
reserves and resources. Exploration at the acquired reporting units will have to
be successful for there not to be further goodwill carrying value issues.
The goodwill representing the optionality available to Kinross was
allocated pro-rata, based on the fair value of the reporting units. The
realization of the optionality portion of goodwill is contingent upon the
realized gold price exceeding the prices used to calculate the fair value of the
identifiable net assets and the success of Kinross in capitalizing on these
higher gold prices, through the development of additional, higher-cost reserves.
The realization of the optionality value is also dependent on successfully
evaluating new information on Kinross' properties and allocating resources
between those properties in order to maximize future production and
profitability. There is a great deal of uncertainty involved in making decisions
about allocating resources. However, Kinross believes it has a management group
that has the requisite skills, abilities and experience to respond appropriately
to developments relating to Kinross' various properties.
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Goodwill is not amortized. However, Kinross tests for goodwill
impairment at least annually, in the fourth quarter of its fiscal year. If a
reporting unit contains goodwill, Kinross compares the estimated fair value of
the entire unit with its carrying value (including goodwill). If the fair value
equals or exceeds the carrying value, Kinross concludes that the unit's goodwill
is not impaired. If the carrying value exceeds the fair value, Kinross estimates
the fair values of all assets and liabilities in the reporting unit, and
compares the net fair value amount of assets less liabilities to the estimated
value of the whole unit. The difference between the estimated value of the unit
and the net fair value amount represents the fair value of goodwill. If
necessary, Kinross reduces the carrying amount of goodwill to that newly
computed fair value.
The calculations involved in determining the fair values of the
reporting units involve a number of assumptions that are subject to risks and
uncertainty. These assumptions include, but are not limited to, future market
prices of gold, foreign exchange rates, inflation rates, discount rates, tax
rates, operating costs, capital expenditures and the discovery of additional
mineral reserves.
While Kinross believes that the approach used to calculate fair value
for each reporting unit is appropriate, Kinross also recognizes that the timing
and future value of additions to proven and probable mineral reserves, as well
as the gold price, are subject to potentially significant change from the
current expectations. For example, at December 31, 2005, a 10% reduction in
proven and probable mineral reserves, while keeping other variables constant,
would not have resulted in an additional impairment to goodwill. However, at
December 31, 2005, a reduction in the gold price of 10% would have the impact of
reducing the value of the goodwill by an additional $48.0 million, keeping other
variables constant.
CARRYING VALUE OF OPERATING MINES, MINERAL RIGHTS, DEVELOPMENT PROPERTIES AND
OTHER ASSETS
Kinross reviews and evaluates the carrying value of its operating mines
and development properties for impairment on an annual basis, or earlier when
events or changes in circumstances indicate that the carrying amounts of related
assets or groups of assets might not be recoverable. If the total estimated
future cash flows on an undiscounted basis are less than the carrying amount of
the asset, an impairment loss is measured and recorded. Future cash flows are
based on estimated future recoverable mine production, expected sales prices
(considering current and historical prices, price trends and related factors),
production levels and costs, capital and reclamation costs, all based on
detailed engineering life-of-mine plans. Future recoverable mine production is
determined from proven and probable mineral reserves and measured, indicated and
inferred mineral resources after taking into account losses during ore
processing and treatment. Estimates of recoverable production from inferred
mineral interests are risk adjusted based on management's relative confidence in
converting such interests to proven and probable reserves. All long-lived assets
at a particular operation are combined for purposes of estimating future cash
flows. In the case of exploration-stage mineral interests associated with
greenfields exploration potential, fair values are individually evaluated based
primarily on recent transactions involving sales of similar properties.
Assumptions underlying future cash flow estimates are subject to risks and
uncertainties. It is possible that changes in estimates with respect to Kinross'
mine plans could occur which may affect the expected recoverability of Kinross'
investments in the carrying value of the assets.
These changes in estimates could include differences in estimated and
actual costs of mining, differences between the actual gold price and price
assumptions used in the estimation of mineral reserves and resources and
differences in capital expenditure estimates from actual.
The reviews and evaluations completed for 2005, 2004, and 2003
determined that certain asset values had become impaired and charges of $176.0
million, $47.5 million and $17.1 million, respectively, were recorded. The
components of the asset impairment charges are discussed in "Impairment of
Goodwill, Property, Plant and Equipment and Investments" under the "Consolidated
Financial Results" section.
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DEPRECIATION, DEPLETION AND AMORTIZATION
Expenditures for new facilities or equipment and expenditures that
extend the useful life of existing facilities or equipment are capitalized.
Mobile and other equipment is depreciated, net of residual value, on a
straight-line basis, over the useful life of the equipment. Plant and other
facilities, used in carrying out the mine operating plan, are amortized using
the units-of-production ("UOP") method over the estimated life of the ore body
based on recoverable ounces to be mined from estimated proven and probable
mineral reserves.
Costs to develop new properties are capitalized as incurred, where it
has been determined that a mineral property can be economically developed as a
result of establishing proven and probable mineral reserves. At Kinross' open
pit mines, these costs include costs to further delineate the ore body and
remove overburden to initially expose the ore body. At Kinross' underground
mines, these costs include the costs of building access ways, shaft sinking and
access, lateral development, drift development, ramps and infrastructure
development. All such costs are amortized using the UOP method based on
recoverable ounces to be mined from proven and probable mineral reserves.
Major development costs incurred after the commencement of production
are amortized using the UOP method based on recoverable ounces to be mined from
estimated proven and probable mineral reserves.
The calculation of the UOP rate of amortization, and therefore the
annual depreciation, depletion, and amortization expense, could be materially
affected by changes in estimates. These changes in estimates could be a result
of actual future production differing from current forecasts of future
production based on proven and probable mineral reserves. These factors could
include an expansion of proven and probable mineral reserves through exploration
activities, differences between estimated and actual costs of mining and
differences in gold price used in the estimation of proven and probable mineral
reserves.
The calculation of straight-line amortization of intangible assets could
be materially affected by changes in the estimated useful life and residual
values. These changes could be a result of exploration activities and
differences in gold and silver prices used in the estimation of mineral
reserves.
Significant judgment is involved in the determination of useful life and
residual values for the computation of depreciation, depletion, and amortization
and no assurance can be given that actual useful lives and residual values will
not differ significantly from current assumptions.
INVENTORIES
Expenditures and depreciation, depletion, and amortization of assets
incurred in the mining and processing activities that will result in future gold
production are deferred and accumulated as ore in stockpiles, ore on leach pads
and in-process inventories. These deferred amounts are carried at the lower of
average cost or net realizable value ("NRV"). NRV is the difference between the
estimated future gold price based on prevailing and long-term prices, less
estimated costs to complete production into a saleable form. Write-downs of ore
in stockpiles, ore on leach pads and inventories resulting from NRV impairments
are reported as a component of current period costs. The primary factors that
influence the need to record write-downs include prevailing and long-term gold
prices and prevailing costs for production inputs such as labor, fuel and
energy, materials and supplies, as well as realized ore grades and actual
production levels.
Stockpiles are comprised of coarse ore that has been extracted from the
mine and is available for further processing. Stockpiles are measured by
estimating the number of tonnes added and removed from the stockpile, the number
of contained gold ounces based on assay data and the estimated recovery
percentage based on the expected processing method. Stockpile tonnages are
verified by periodic surveys. Stockpiles are valued based on mining costs
incurred up to the point of stockpiling the ore, including applicable
depreciation, depletion, and amortization relating to mining operations. Costs
are added to stockpiles based on the current mining cost per tonne and removed
at the average costs per tonne. Kinross' ore in stockpiles had a carrying value
of $30.8 million at December 31, 2005.
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Ore on leach pads represents ore that is placed on pads where it is
permeated with a chemical solution that dissolves the gold contained in the ore.
The resulting recovered solution, which is included in in-process inventory, is
further processed in a plant where gold is recovered. Costs are attributed to
the leach pads based on current mining costs, including applicable depreciation,
depletion, and amortization relating to mining operations. Costs are removed
from the leach pad as ounces are recovered in circuit at the plant based on the
average cost per recoverable ounce of gold on the leach pad. Estimates of
recoverable gold on the leach pads are calculated from the quantities of ore
placed on the pads, the grade of ore placed on the leach pads (based on assay
data) and a recovery percentage. Timing and ultimate recovery of gold contained
on leach pads can vary significantly. Although the quantities of recoverable
gold placed on the leach pads are reconciled by comparing the grades of ore
placed on the leach pads to the quantities of gold actually recovered
(metallurgical balancing), the nature of the leaching process inherently limits
the ability to precisely monitor inventory levels. As a result, the
metallurgical balancing process is constantly monitored and the engineering
estimates are refined based on actual results over time. The ultimate recovery
of gold from a pad will not be known until the leaching process is terminated.
Kinross' ore on leach pads had a carrying value of $17.1 million at December 31,
2005.
In-process inventories represent materials that are currently in the
process of being converted to a saleable product. Conversion processes vary
depending on the nature of the ore and the specific mining operation, but
include mill in-circuit, leach in-circuit, flotation and column cells, and
carbon in-pulp inventories. In-process material is measured based on assays of
the material fed to the processing plants and the projected recoveries of the
respective plants. In-process inventories are valued at the average cost of the
material fed to the processing plant which is attributable to the source
material coming from the mines, stockpiles or leach pads plus the in-process
conversion costs, including applicable depreciation relating to the process
facilities, incurred to that point in the process. Kinross' in-process inventory
had a carrying value of $12.7 million at December 31, 2005.
The allocation of costs to ore in stockpiles, ore on leach pads and
in-process inventories and the determination of NRV involve the use of
estimates. A high degree of judgment is involved in estimating future costs,
future production levels, proven and probable mineral reserve estimates, gold
and silver prices and the ultimate estimated recovery (for ore on leach pads).
There can be no assurance that actual results will not differ significantly from
estimates used in the determination of the carrying value of inventories.
RECLAMATION AND REMEDIATION OBLIGATIONS
Mining and exploration activities are subject to various laws and
regulations governing the protection of the environment. In general, these laws
and regulations are continually changing and, Kinross believes over time,
becoming more restrictive. Kinross has made, and intends to make in the future,
expenditures to comply with such laws and regulations. Kinross records the
estimated present value of reclamation liabilities in the period in which they
are incurred. A corresponding increase to the carrying amount of the related
asset is recorded and depreciated over the life of the asset. The liability will
be increased each period to reflect the interest element (accretion) reflected
in its initial measurement at fair value, and will also be adjusted for changes
in the estimate of the amount, timing and cost of the work to be carried out.
Future remediation costs for inactive mines are accrued based on
management's best estimate at the end of each period of the undiscounted costs
expected to be incurred at each site. Changes in estimates are reflected in
earnings in the period an estimate is revised.
Accounting for reclamation and remediation obligations requires
management to make estimates unique to each mining operation of the future costs
Kinross will incur to complete the reclamation and remediation work required to
comply with existing laws and regulations. Actual costs incurred in future
periods could differ from amounts estimated. Additionally, future changes to
environmental laws and regulations could increase the extent of reclamation and
remediation work required to be performed by Kinross. Any such increase in
future costs could materially impact the amounts charged to operations for
reclamation and remediation. At December 31, 2005, the undiscounted future cost
of reclamation and remediation obligations before inflation was estimated to be
$211.4 million. The present value of estimated future cash outflows for
reclamation and remediation obligations was $175.9 million and $131.7 million at
December 31, 2005 and 2004, respectively.
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PROVISION FOR INCOME AND MINING TAXES
Kinross recognizes the future tax benefit related to deferred income and
resource tax assets and sets up a valuation allowance against any portion that
it believes will, more likely than not, fail to be realized (see Note 17 to the
consolidated financial statements). Assessing the recoverability of future
income tax assets requires management to make significant estimates of future
taxable income. Estimates of future taxable income are subject to changes as
discussed under the section "Carrying Value of Operating Mines, Mineral Rights,
Development Properties and Other Assets." To the extent that future cash flows
and taxable income differ significantly from estimates, the ability of Kinross
to realize the net deferred tax assets recorded at the balance sheet date could
be impacted. In addition, future changes in tax laws could limit the ability of
Kinross to obtain tax deductions in future periods from deferred income and
resource tax assets.
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RECENT PRONOUNCEMENTS AND ACCOUNTING CHANGES
Please refer to Note 4 to the December 31, 2005 consolidated financial
statements.
RISK ANALYSIS
The operations of Kinross are high-risk due to the nature of the
operation, exploration, and development of mineral properties. Certain risk
factors listed below are related to the mining industry in general while others
are specific to Kinross. Included in the risk factors below are details on how
Kinross seeks to mitigate these risks wherever possible. For additional
discussion of risk factors, please refer to the information under the caption
"Risk Factors."
GOLD PRICE
The profitability of any gold mining operation in which Kinross has an
interest will be significantly affected by changes in the market price of gold.
Gold prices fluctuate on a daily basis and are affected by numerous factors
beyond Kinross' control. The supply and demand for gold, the level of interest
rates, the rate of inflation, investment decisions by large holders of gold,
including governmental reserves, and stability of exchange rates can all cause
significant fluctuations in gold prices. Such external economic factors are in
turn influenced by changes in international investment patterns and monetary
systems and political developments. The price of gold has fluctuated widely and
future serious price declines could cause continued commercial production to be
impractical. Depending on the price of gold, cash flow from mining operations
may not be sufficient to cover costs of production and capital expenditures. If,
as a result of a decline in gold prices, revenues from metal sales were to fall
below operating costs, production may be discontinued.
NATURE OF MINERAL EXPLORATION AND MINING
The exploration and development of mineral deposits involves significant
financial and other risks over an extended period of time, which even a
combination of careful evaluation, experience and knowledge may not eliminate.
While discovery of a gold-bearing structure may result in substantial rewards,
few properties explored are ultimately developed into producing mines. Major
expenditures are required to establish reserves by drilling and to construct
mining and processing facilities at a site. It is impossible to ensure that the
current or proposed exploration programs on properties in which Kinross has an
interest will result in profitable commercial mining operations.
The operations of Kinross are subject to the hazards and risks normally
incident to exploration, development and production of gold and silver, any of
which could result in damage to life or property, environmental damage and
possible legal liability for such damage. The activities of Kinross may be
subject to prolonged disruptions due to weather conditions depending on the
location of operations in which it has interests. Hazards, such as unusual or
unexpected formations, rock bursts, pressures, cave-ins, flooding or other
conditions, may be encountered in the drilling and removal of material. While
Kinross may obtain insurance against certain risks, potential claims could
exceed policy limits or could be excluded from coverage. There are also risks
against
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which Kinross cannot or may elect not to insure. The potential costs which could
be associated with any liabilities not covered by insurance or in excess of
insurance coverage or compliance with applicable laws and regulations may cause
substantial delays and require significant capital outlays, adversely affecting
the future earnings and competitive position of Kinross and, potentially, its
financial viability.
Whether a gold deposit will be commercially viable depends on a number
of factors, some of which include the particular attributes of the deposit, such
as its size and grade, costs and efficiency of the recovery methods that can be
employed, proximity to infrastructure, financing costs and governmental
regulations, including regulations relating to prices, taxes, royalties,
infrastructure, land use, importing and exporting of gold and environmental
protection. The effect of these factors cannot be accurately predicted, but the
combination of these factors may result in Kinross not receiving an adequate
return on its invested capital.
Kinross mitigates the likelihood and potential severity of these mining
risks it encounters in its day-to-day operations through the application of high
operating standards. In addition, Kinross reviews its insurance coverage at
least annually to ensure the most complete and cost-effective coverage is
obtained.
ENVIRONMENTAL RISKS
Kinross' mining and processing operations and exploration activities in
Canada, the United States, Russia, Brazil, Chile, and other countries are
subject to various laws and regulations governing the protection of the
environment, exploration, development, production, exports, taxes, labor
standards, occupational health, waste disposal, toxic substances, mine safety,
and other matters. New laws and regulations, amendments to existing laws and
regulations, or more stringent implementation of existing laws and regulations
could have a material adverse impact on Kinross through increased costs, a
reduction in levels of production and/or a delay or prevention of the
development of new mining properties. Compliance with these laws and regulations
requires significant expenditures and increases Kinross' mine development and
operating costs.
In all jurisdictions, permits from various governmental authorities are
necessary in order to engage in mining operations. Such permits relate to many
aspects of mining operations, including maintenance of air, water and soil
quality standards. In most jurisdictions, the requisite permits cannot be
obtained prior to completion of an environmental impact statement and, in some
cases, public consultation. Further, Kinross may be required to submit for
government approval a reclamation plan and to pay for the reclamation of the
mine site upon the completion of mining activities. At December 31, 2005, the
liability for reclamation and remediation obligations on an undiscounted basis
before inflation is estimated to be approximately $211.4 million based on
information as of such date. Kinross mitigates this risk by performing certain
reclamation activities concurrent with production. Planned spending on
reclamation and remediation in 2006 is $36.3 million.
Mining, like many other extractive natural resource industries, is
subject to potential risks and liabilities associated with pollution of the
environment and the disposal of waste products occurring as a result of mineral
exploration and production. Environmental liability may result from mining
activities conducted by others prior to Kinross' ownership of a property. To the
extent Kinross is subject to uninsured environmental liabilities, the payment of
such liabilities would reduce funds otherwise available to it for business
activities and could have a material adverse effect on Kinross. Should Kinross
be unable to fully fund the cost of remedying an environmental problem, Kinross
might be required to suspend operations or enter into interim compliance
measures pending completion of the required remedy, which could have a material
adverse effect. Kinross mitigates the likelihood and potential severity of these
environmental risks it encounters in its day-to-day operations through the
application of high operating standards.
RESERVE ESTIMATES
The reserve and resource figures are estimates, and no assurance can be
given that the anticipated tonnages and grades will be achieved or that the
indicated level of recovery will be realized. Market fluctuations in the price
of gold may render the mining of ore reserves uneconomical and require Kinross
to take a write-down of an asset or to discontinue development or production.
Moreover, short-term operating factors relating to the reserves, such as
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the need for orderly development of the ore body or the processing of new or
different ore grades, may cause a mining operation to be unprofitable in any
particular accounting period.
Proven and probable reserves at Kinross' mines and development projects
were estimated as of December 31, 2005, based upon a gold price of $400 per
ounce of gold. Prior to 2002, gold prices were significantly below these levels.
Prolonged declines in the market price of gold may render reserves containing
relatively lower grades of gold mineralization uneconomic to exploit and could
materially reduce Kinross' reserves. Should such reductions occur, material
write-downs of Kinross' investment in mining properties or the discontinuation
of development or production might be required, and there could be material
delays in the development of new projects and reduced income and cash flow.
There are numerous uncertainties inherent in estimating quantities of
proven and probable gold reserves. The estimates in this document are based on
various assumptions relating to gold prices and exchange rates during the
expected life of production and the results of additional planned development
work. Actual future production rates and amounts, revenues, taxes, operating
expenses, environmental and regulatory compliance expenditures, development
expenditures and recovery rates may vary substantially from those assumed in the
estimates. Any significant change in these assumptions, including changes that
result from variances between projected and actual results, could result in a
material downward or upward revision of current estimates.
OPERATIONS OUTSIDE OF NORTH AMERICA
Kinross has mining operations and carries out exploration and
development activities outside of North America in Russia, Brazil, Chile and
Zimbabwe. There is no assurance that future political and economic conditions in
these countries will not result in those countries' governments adopting
different policies respecting foreign development and ownership of mineral
resources. Any such changes in policy may result in changes in laws affecting
ownership of assets, taxation, rates of exchange, gold sales, environmental
protection, labor relations, repatriation of income, and return of capital.
Changes in any of these areas may affect both the ability of Kinross to
undertake exploration and development activities in respect of future properties
in the manner currently contemplated, as well as its ability to continue to
explore, develop, and operate those properties for which it has obtained
exploration, development, and operating rights to date. The possibility that a
future government of these countries may adopt substantially different policies,
which might extend to expropriation of assets, cannot be ruled out.
Kinross is subject to the considerations and risks of operating in
Russia. The economy of the Russian Federation continues to display
characteristics of an emerging market. These characteristics include, but are
not limited to, the existence of a currency that is not freely convertible
outside of the country, extensive currency controls and high inflation. The
prospects for future economic stability in the Russian Federation are largely
dependent upon the effectiveness of economic measures undertaken by the
government, together with legal, regulatory and political developments.
Russian laws, licenses and permits have been in a state of change and
new laws may be given a retroactive effect. It is also not unusual in the
context of dispute resolution in Russia for parties to use the uncertainty in
the Russian legal environment as leverage in business negotiations. In addition,
Russian tax legislation is subject to varying interpretations and constant
change. Further, the interpretation of tax legislation by tax authorities as
applied to the transactions and activities of Kinross' Russian operations may
not coincide with that of management. As a result, tax authorities may challenge
transactions and Kinross' Russian operations may be assessed additional taxes,
penalties and interest, which could be significant. The periods remain open to
review by the tax authorities for three years. Kinross mitigates this risk
through ongoing communications with the Russian regulators.
Kinross is subject to risks relating to an uncertain and unpredictable
political and economic environment in Zimbabwe. Significant economic instability
in Zimbabwe is expected to negatively impact the business environment and may
lead to long-term negative changes in the approaches taken with respect to
ownership of natural resources by foreign companies. In 2001, Kinross recorded a
write-down of $11.8 million relating to Kinross' inability to manage this
operation because of political turmoil creating inflationary pressure within
Zimbabwe, difficulty in accessing foreign currency to pay for imported goods and
services and civil unrest. Due to
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Kinross' continuing inability to control distributions from the operations in
Zimbabwe, Kinross discontinued consolidation of the results of this operation in
2002 and stopped reporting mining production in 2003.
In addition, the economies of Russia, Brazil, Chile and Zimbabwe differ
significantly from the economies of Canada and the United States. Growth rates,
inflation rates and interest rates of developing nations have been and are
expected to be more volatile than those of western industrial countries.
LICENSES AND PERMITS
The operations of Kinross require licenses and permits from various
governmental authorities. However, such licenses and permits are subject to
change in various circumstances. There can be no guarantee that Kinross will be
able to obtain or maintain all necessary licenses and permits that may be
required to explore and develop its properties, commence construction or
operation of mining facilities and properties under exploration or development
or to maintain continued operations that economically justify the cost. Kinross
endeavors to be in compliance with these regulations at all times.
TITLE TO PROPERTIES
The validity of mining claims which constitute most of Kinross' property
holdings in Canada, the United States, Brazil, Chile, and Russia may, in certain
cases, be uncertain and is subject to being contested. Kinross' titles,
particularly title to undeveloped properties, may be defective.
Certain of Kinross' United States mineral rights consist of unpatented
lode mining claims. Unpatented mining claims may be located on United States
federal public lands open to appropriation, and may be either lode claims or
placer claims depending upon the nature of the deposit within the claim. In
addition, unpatented mill site claims, which may be used for processing
operations or other activities ancillary to mining operations, may be located on
federal public lands that are non-mineral in character. Unpatented mining claims
and mill sites are unique property interests, and are generally considered to be
subject to greater title risk than other real property interests because the
validity of unpatented mining claims is often uncertain and is always subject to
challenges of third parties or contests by the federal government of the United
States. The validity of an unpatented mining claim, in terms of both its
location and its maintenance, is dependent on strict compliance with a complex
body of United States federal and state statutory and decisional law. In
addition, there are few public records that definitively control the issues of
validity and ownership of unpatented mining claims. The General Mining Law of
the United States, which governs mining claims and related activities on United
States federal public lands, includes provisions for obtaining a patent, which
is essentially equivalent to fee title, for an unpatented mining claim upon
compliance with certain statutory requirements (including the discovery of a
valuable mineral deposit).
COMPETITION
The mineral exploration and mining business is competitive in all of its
phases. Kinross competes with numerous other companies and individuals,
including competitors with greater financial, technical, and other resources
than Kinross, in the search for and the acquisition of attractive mineral
properties. The ability of Kinross to acquire properties in the future will
depend not only on its ability to develop its present properties, but also on
its ability to select and acquire suitable producing properties or prospects for
mineral exploration. There is no assurance that Kinross will continue to be able
to compete successfully with its competitors in acquiring such properties or
prospects.
JOINT VENTURES
Certain of the operations in which Kinross has an interest are operated
through joint ventures with other mining companies. Any failure of such other
companies to meet their obligations to Kinross or to third parties could have a
material adverse effect on the joint venture. In addition, Kinross may be unable
to exert control over strategic decisions made in respect of such properties.
198
INTEREST RATE FLUCTUATIONS
Fluctuations in interest rates can affect Kinross' results of operations
and cash flow. Kinross' credit facilities are subject to variable interest
rates. At December 31, 2005, $145.5 million had been drawn down on the
facilities.
DISCLOSURES ABOUT MARKET RISKS
To determine its market risk sensitivities, Kinross uses an internally
generated financial forecast that is sensitized to various gold prices, currency
exchange rates, interest rates and energy prices. The variable with the greatest
impact is the gold price, and Kinross prepares a base case scenario and then
sensitizes it by a 10% increase and decrease in the gold price. For 2006,
sensitivity to a 10% change in the gold price is $62.8 million on pre-tax
earnings. Kinross' financial forecast covers the projected life of its mines. In
each year, gold is produced according to the mine plan. Costs are estimated
based on current production costs plus the impact of any major changes to the
operation during its life. Quantitative disclosure of market risks is disclosed
below.
COMMODITY PRICE RISKS
Kinross' net income can vary significantly with fluctuations in the
market price of gold. At various times, in response to market conditions,
Kinross has entered into gold forward sales contracts, spot deferred forward
sales contracts and written call options for some portion of expected future
production in an attempt to mitigate the risk of adverse price fluctuations.
Kinross is not subject to margin requirements on any of its hedging lines. Due
to the increase in gold prices, Kinross made a decision in 2002 to continue to
deliver into its existing financial instruments, thereby increasing its exposure
to changes in gold prices.
While Kinross made the decision not to continue with a comprehensive
gold hedging program, Kinross, on occasion, may enter into forward sales
contracts or similar instruments in a limited nature when deemed advantageous by
management. As at December 31, 2005, Kinross had no forward sales contracts
outstanding. However, as at December 31, 2005, Kinross had sold 255,000 ounces
of call options at an average strike price of $522 per ounce. Changes in the
fair value of call options outstanding are recognized in the period incurred.
Based on the year end gold price of $513 per ounce, a loss of $6.2 million was
recognized in earnings in 2005. During the first quarter of 2006, net positions
on 155,000 call options were closed out with total cash payments of $9.7
million, resulting in a realized loss of $6.9 million. The realized loss was
recorded as a reduction to metal sales. At March 31, 2006, the remaining 100,000
written call options outstanding had a strike price of $530 per ounce with
expiry dates in the second quarter of 2006 and had a mark-to-market liability of
$6.2 million. During the quarter, the Company recorded a net unrealized loss of
$2.5 million, which was included in other income (expense). The total loss
recorded during the quarter on written call options, both realized and
unrealized, was $9.4 million. In addition, at December 31, 2005, Kinross held
put options on 150,000 ounces. If the market price of gold remains above $250
per ounce through 2006 these put options will expire unexercised. Kinross does
not include these financial instruments in testing for impairment of operating
mines, mineral rights, and development properties.
FOREIGN CURRENCY EXCHANGE RISK
Kinross conducts the majority of its operations in the United States,
Canada, Brazil, Chile and Russia. Currency fluctuations affect the cash flow
that Kinross realizes from its operations as gold is sold in U.S. dollars, while
production costs are incurred in U.S. and Canadian dollars, Brazilian reais,
Chilean pesos and Russian rubles. Kinross' results are positively affected when
the U.S. dollar strengthens against these foreign currencies and adversely
affected when the U.S. dollar weakens against these foreign currencies. Where
possible, Kinross' cash and cash equivalent balances are primarily held in U.S.
dollars. Holdings denominated in other currencies are relatively insignificant.
At December 31, 2005, Kinross had currency forward contracts for 14.8 million
reais during 2006 at an exchange rate of 2.47 reais to one U.S. dollar. At March
31, 2006 the mark-to-market unrealized gain on the forward contracts was $0.6
million, as compared to $0.1 million at December 31, 2005.
CHILEAN PESOS
Kinross has joint venture interests in the Refugio and La Coipa mines,
both located in Chile. Kinross estimates a 10% change from a budgeted exchange
rate of 525 pesos to one U.S. dollar could result in an approximate $2.8 million
change in Kinross' operating earnings. In addition, a 10% change in the exchange
rate could result in an approximate $0.8 million change in Kinross' capital
expenditures.
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BRAZILIAN REAIS
Kinross is a partner in the Crixas mine and, as of December 31, 2004,
the 100% owner of the Paracatu mine, both located in Brazil. Kinross has
currency forward contracts for 14.8 million reais during 2006 at an exchange
rate of 2.47 reais to one U.S. dollar. Including these forward contracts,
Kinross estimates a 10% change from a budgeted exchange rate of 2.30 Brazilian
reais to one U.S. dollar could result in an approximate $6.5 million change in
Kinross' operating earnings. In addition, Kinross has budgeted capital
expenditures of 295.7 million Brazilian reais. A 10% change in the exchange rate
could result in an approximate $12.6 million change in Kinross' capital
expenditures.
CANADIAN DOLLARS
Kinross is a partner in the New Britannia, Musselwhite, and Porcupine
joint ventures. As a result of these ownership interests and expenses incurred
by the Canadian corporate office, Kinross has Canadian dollar denominated
operating, exploration, and administrative expenses. Kinross estimates a 10%
change from a budgeted exchange rate of CDN $1.25 per U.S. dollar could result
in an approximate $12.7 million change in Kinross' operating earnings. In
addition, Kinross has budgeted capital and reclamation expenditures of CDN $41
million. A 10% change in the exchange rate could result in an approximate $3.4
million change in Kinross' capital and reclamation expenditures.
RUSSIAN RUBLES
Kinross operates the Kubaka mine in Russia. Kinross estimates a 10%
change from a budgeted exchange rate of 30 rubles to one U.S. dollar could
result in an approximate $0.3 million change in Kinross' operating earnings.
CREDIT RISK
Credit risk relates to accounts receivable and derivative contracts and
arises from the possibility that a counterparty to an instrument fails to
perform. Kinross only transacts with highly-rated counterparties and a limit on
contingent exposure has been established for each counterparty based on the
counterparty's credit rating. At December 31, 2005, Kinross' gross credit
exposure was $0.1 million. At December 31, 2004, the gross credit exposure was
$34.6 million.
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THE MERGER
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The discussion in this Proxy Statement/Prospectus of the merger and the
principal terms of the merger agreement is subject to, and qualified in its
entirety by, the merger agreement attached to this Proxy Statement/Prospectus as
Appendix "A," which is incorporated herein by this reference.
GENERAL
Kinross and Crown are furnishing this Proxy Statement/Prospectus to
holders of Crown common stock in connection with the solicitation of proxies by
the board of directors of Crown for approval, among other things, of the merger
contemplated by the merger agreement. The merger agreement provides for the
merger of Crown with and into Crown Merger, with Crown surviving the merger.
The merger was unanimously approved by the board of directors of both
Kinross and Crown. Neither board formed a special committee in connection with
their consideration of the merger.
200
The Crown common stock will be converted into Kinross common shares on
the basis of 0.32 shares of Kinross common shares for each share of Crown common
stock previously outstanding.
If the holder of any unexercised warrant to purchase shares of Crown
common stock so elects, the warrant will be exchanged for 0.32 of a Kinross
common share for each share of Crown common stock that would have been issued on
exercise of the warrant immediately prior to the effective time of the merger on
a cashless basis and the number of shares of Solitario common stock to which the
holder would have been entitled if the warrant had been exercised on a cashless
basis immediately prior to the distribution of the Solitario stock. If the
holder does not make the foregoing election, the warrant will represent the
right to acquire Kinross common shares and, on exercise, to receive the number
of shares of Solitario common stock to which the holder would have been entitled
if the warrant had been exercised on a cashless basis immediately prior to the
distribution of the Solitario stock in accordance with the terms and conditions
of the warrant as amended pursuant to the merger agreement.
The merger agreement contemplates that the merger will be completed
within three business days of the satisfaction of all conditions precedent. The
parties anticipate closing the merger as quickly as practicable subsequent to
the approval of the transaction by the Crown shareholders. Completion of the
merger is subject to the satisfaction of all conditions which must be satisfied
or waived by the parties. In the event of the failure to meet any of these
conditions, the merger may not be completed even if approved by the Crown
stockholders.
For a discussion of the principal United States federal income tax
consequences of the merger to Kinross, Crown, and their respective shareholders,
see "Tax Consequences."
BACKGROUND OF THE MERGER
In 1991, Crown had formed a joint venture with Battle Mountain to
develop Crown's Buckhorn Mountain Project, then named the Crown Jewel. Battle
Mountain spent a substantial amount of its money and time in developing an
open-pit mining plan and seeking appropriate permitting and other approvals for
the plan. Battle Mountain's plan encountered substantial regulatory, political,
and environmental opposition, and these factors, along with the acquisition of
Battle Mountain by Newmont, lead to the abandonment of its interest in the joint
venture to Crown in July 2001. As a result of Battle Mountain's withdrawal from
the venture, Crown began work on a revised plan of operations for the Buckhorn
Mountain Project. During this period, and primarily as a result of previous
difficulties in obtaining the permitting and other approvals required to
commence open pit mining operations, Crown did not gain the interest of
qualified third parties as either joint venture partners or merger or
acquisition candidates, under any reasonable economic terms. However, as part of
Crown's efforts to complete a revised plan of operations and updated feasibility
study for the Buckhorn Mountain Project, Crown remained aware of a potential
venture with Echo Bay, specifically in relation to its Kettle River mill and
tailings facilities, which had unique and favorable economic and geographic
synergies in relation to the Buckhorn Mountain Project.
On May 3, 2002, a meeting was held between Chris Herald, Crown's Chief
Executive Officer and Bob LeClerc, then the Chief Executive Officer of Echo Bay
at Echo Bay's Littleton, Colorado office. At the meeting, Mr. Herald and Mr.
LeClerc discussed whether Crown and Echo Bay would be interested in a possible
combination of Crown's Buckhorn Mountain Project with Echo Bay's Kettle River
operations, both of which sites are located in Washington, and the possible
benefits of such a combination. Both parties agreed that a combination of the
projects potentially had substantial merit and agreed to work towards the
execution of a confidentiality agreement.
On June 10, 2002, Kinross, Echo Bay, and TVX announced an agreement to
combine their respective businesses, with Kinross being the surviving parent
corporation.
On June 18, 2002, Crown and Echo Bay executed a confidentiality
agreement, allowing each company to make documents and other confidential
information available to the other in connection with a possible transaction.
On July 20 and 21, 2002, Crown and Echo Bay held technical due diligence
meetings at Crown's Oroville, Washington office, and at the Buckhorn Mountain
Project and Kettle River sites. Crown and Echo Bay exchanged technical reports
and data prior to such meetings. Participating in the meeting on behalf of Crown
were Mr. Herald and Peter Cooper, and on behalf of Echo Bay were Dan Hussey and
Scott Marikis.
201
On August 29, 2002, Mr. Herald and Mr. LeClerc held telephone
discussions regarding a possible Buckhorn Mountain Project and Kettle River
business combination. The general proposal discussed by Mr. LeClerc involved a
5% net smelter royalty to Crown, in exchange for its interest in the Buckhorn
Mountain Project. Mr. Herald declined to make a counter proposal to Echo Bay.
Mr. Herald and Mr. LeClerc determined that the parties had substantially
different views regarding the relative valuations of each company's respective
assets and discussions did not proceed at that point.
On September 30, 2002, Mr. Herald held an in-person meeting at the
Westin Hotel in Denver, Colorado, with Gordon McCreary, Kinross' then
Vice-President of Investor Relations and Corporate Development concerning
Kinross' possible interest in the Buckhorn Mountain Project following completion
of Kinross' combination with Echo Bay and TVX. Mr. Herald and Mr. McCreary
agreed that a discussion between Crown and Kinross may be appropriate after
completion of the merger.
On January 31, 2003, the combination among Kinross, Echo Bay, and TVX
was completed.
On February 18, 2003, Kinross entered into a confidentiality agreement
with Crown, whereby the parties could investigate possible synergies between the
Buckhorn Mountain Project and Kinross' Kettle River operations.
On February 20, 2003, Mr. Herald and Walt Hunt, Crown's Vice-President
of Operations, met with representatives of Kinross in its Toronto, Ontario
office to discuss a potential transaction. Kinross was represented by Robert
Buchan, its then President and Chief Executive Officer, John Ivany, its then
Executive Vice-President and General Counsel, Rod Cooper, its then Director of
Technical Services, Gordon McCreary, its then Vice-President of Corporate
Affairs, and Ronald Stewart, its Vice-President of Exploration. Crown presented
the current status of the Buckhorn Mountain Project, discussing resources,
permitting and feasibility studies either underway or planned. Crown delivered
updated Buckhorn Mountain Project information to Kinross for its review. Kinross
and Crown agreed to continue discussions and to exchange additional information
in the future as necessary for the companies' respective technical reviews.
Later that day, additional Kinross personnel were notified of the meeting and
the status of the review, including Scott Caldwell, Executive Vice-President and
Chief Operating Officer, Brian W. Penny, then Vice-President-Finance and Chief
Financial Officer, Chris Hill, then Treasurer, and Jerry Danni, then
Vice-President of Environmental Affairs.
In March, 2003, Kinross held several telephone discussions with Crown,
particularly Walt Hunt, regarding the technical aspects of the Buckhorn Mountain
Project and exchanged various documents. Also in March of 2003, AMEC Engineering
and Constructors were commissioned by Kinross to review the geological data
concerning the Buckhorn Mountain Project and construct a confirmatory resource
model.
On April 2, 2003, Mr. Ivany telephoned Mr. Herald and indicated that
Kinross' technical review of the Buckhorn Mountain Project appeared positive.
Mr. Ivany thought it would take a couple of weeks to complete the evaluation and
potentially develop a proposal.
On April 20, 2003, Mr. Ivany called Mr. Herald to discuss the results of
Kinross' technical evaluation. Mr. Ivany indicated that Kinross was pleased with
the technical review of the Buckhorn Mountain Project, but was concerned about
permitting. Mr. Ivany indicated that Kinross was continuing to develop and
explore its Emanuel Creek project. Mr. Ivany and Mr. Herald discussed some
general concepts whereby Kinross might make an offer conditioned on reaching
future permitting milestones at the Buckhorn Mountain Project, but it was
decided that the concepts would be too ambiguous and not attractive for either
party. Mr. Ivany and Mr. Herald agreed to stay in touch and that Kinross would
continue to monitor Crown's progress on the project.
Between April and July, 2003, Walt Hunt of Crown and Scott Marikis of
Kinross held informal telephone discussions regarding the progress of the
permitting effort at the Buckhorn Mountain Project.
On July 30, 2003, Mr. Ivany and Mr. Herald held discussions by
telephone, arranging a meeting between Mr. Herald and Mr. Danni for the purpose
of updating Kinross on the permitting developments with respect to the Buckhorn
Mountain Project.
202
On August 1, 2003, Mr. Herald met with Mr. Danni and Debbie Struhsacker,
Kinross Gold U.S.A., Inc.'s (a wholly-owned subsidiary of Kinross)
Vice-President-U.S. Governmental and Environmental Affairs, in Denver, Colorado.
Mr. Herald updated Mr. Danni and Ms. Struhsacker on Crown's progress on the new
Buckhorn Mountain Project Plan of Operations to be filed with the USFS and the
WDOE. Crown's political efforts and its public outreach program were also
discussed. In addition, Mr. Herald provided an update of recent Washington
legislation pertaining to regulatory reform to Kinross. The parties also
discussed the status of Crown's patent application with the Bureau of Land
Management. Mr. Herald provided documents related to many of the topics
discussed. Mr. Danni said he would evaluate the information further and report
to Kinross management.
On August 7, 2003, during a meeting of Kinross' board of directors, Mr.
Buchan informed Kinross' directors of the ongoing discussions with Crown.
A meeting was held on August 25 and 26, 2003, at Crown's Oroville,
Washington office between Mr. Herald, Mr. Hunt and Lyle Morganthaler, an
independent mining engineer representing Crown, on behalf of Crown, and Mr.
Cooper, Mr. Caldwell, Mike Doyle, the General Manager for Kinross' Round
Mountain mine in Nevada and Al Kirkem, Kinross' Exploration Manager, on behalf
of Kinross. Crown presented information regarding the Buckhorn Mountain Project
that had been developed to date. The parties also generally discussed options
related to the Kettle River mill, and its potential utility in the Buckhorn
Mountain Project. The meetings also included a brief inspection of core
drillings, a visit to the Buckhorn Mountain Project proposed mill and tailings
site, a tour of the Buckhorn Mountain Project deposit, and a drive of a Buckhorn
Mountain Project to Emanuel Creek potential haul road. Kinross also provided a
review of its exploration results from the Emanuel Creek site.
On August 26, 2003, Mr. Cooper, Mr. Caldwell, Mr. Danni, Mr. Doyle, and
Mr. Kirkham met with Gordon Fellows, Kinross' Engineering and Environmental
Manager at Kettle River, Mike Rasmussen, Kinross' Senior Exploration Geologist,
and Robert Taylor, Kinross' General Manager at Kettle River. The meeting took
place at the Kettle River mine offices. The individuals from Kinross discussed
the potential for a transaction with Crown and reviewed Kettle River information
relevant to Kinross' financial analysis of Crown. After the meeting, Kinross
confidentially informed Wayne Zigarlick, Kinross' Mill Manager at Kettle River
and Dave Riggleman, Kinross' Operations Manager at Kettle River, of the
potential transaction, since their input would be required to finalize the
financial analysis. Mr. Dan Hussey, Kinross' Chief Geologist at Kettle River,
was also informed of the discussions regarding the Buckhorn Mountain Project.
Later, on August 26, Sue Davis, Kinross' Human Resources Manager at Kettle River
provided historical employment numbers for the Kettle River operations to Mr.
Morgenthaler. Also on August 26, a meeting between Mr. Morgenthaler, an
independent mining engineer representing Crown and Mr. Riggleman, Ms. Fellows
and Pam Allen, Kinross' Accounting Manager at Kettle River, occurred whereby
both companies exchanged information regarding Kettle River and the Buckhorn
Mountain Project.
On September 2, 2003, Mr. Kirkham contracted with Mr. Tom Rice, a
consultant from Reno, Nevada, to conduct land title due diligence on Kinross'
behalf. On September 4 and 5, 2003, Mr. Rice visited Crown's Oroville,
Washington office and reviewed certain files and held conversations with Mr.
Hunt of Crown. Subsequently, under the coordination of John Bokich, Kinross'
Director of Environmental Affairs, and Susan Mason, a consultant retained by
Kinross for U.S. land management, Mr. Rice spent approximately 12 days during
two trips doing extensive title research on the Buckhorn Mountain Project.
From September 2-4, 2003, Ms. Struhsaker, Ed Opitz, Kinross' Manager of
Environmental Engineering, and Mr. Fellows visited the Buckhorn Mountain Project
to review environmental and permitting issues. Additionally, Vector Colorado,
LLC completed an engineering review of certain aspects of the Buckhorn Mountain
Project.
From September 9-11, 2003, Tony Lipiec, Kinross' Manager, Process
Engineering, conducted a site visit to Kettle River, the Buckhorn Mountain
Project and to Crown's Oroville office to review information with Mr. Hunt of
Crown.
203
On September 22, 2003, Mr. Herald, Mr. Buchan, and Mr. Caldwell held
discussions concerning a Kinross proposal to acquire Crown at the Denver Gold
Conference in Denver, Colorado. Just prior to the meeting, Mr. Caldwell
forwarded by fax Kinross' evaluation materials relating to the Buckhorn Mountain
Project to Mr. Herald. Mr. Buchan and Mr. Caldwell reviewed Kinross' technical
evaluation results with Mr. Herald. Mr. Herald explained Crown's capital
structure. Mr. Buchan presented Kinross' proposal to acquire Crown which, from
Mr. Buchan's point of view, contemplated that Crown's equity interest in
Solitario would be included in the merger. The remaining material terms were
substantially consistent with the final agreement. Mr. Herald indicated that
Kinross' proposal appeared to be an offer that Crown's board of directors would
consider, and that he would discuss it with certain members of Crown's board
that evening.
On September 23, 2003, a meeting was held between Mr. Herald and Jim
Maronick, Crown's Chief Financial Officer, and Mr. Buchan concerning Kinross'
proposal of the prior day. Crown sought certain clarifications regarding the
offer and Kinross sought clarifications regarding Crown's capital structure. Mr.
Herald presented the proposal to distribute the equity interest in Solitario to
the Crown shareholders prior to the merger. Although Mr. Buchan indicated that
Kinross was not necessarily agreeing to Mr. Herald's proposal, both parties
agreed that they were close on the principal terms and agreed to proceed toward
an agreement, subject to further consideration of the exact terms. An additional
meeting was held between Mr. Herald, Mr. Maronick, and Mr. Penny, during which
Crown provided Kinross certain additional information regarding its capital
structure.
On September 30, 2003, telephone discussions were held between Mr. Ivany
and Mr. Herald concerning the terms of the transaction, and each agreed to
consult with their respective associates to reach an agreement. Also on
September 30, 2003, AMEC was engaged to provide assistance in completing the
reserves and resources preliminary due diligence.
On October 1, 2003, telephone discussions were held between Mr. Ivany
and Mr. Herald concerning the final business terms of Kinross' offer. The
parties agreed to the principal business terms and committed to work towards the
execution of a letter of intent. Mr. Ivany informed Parr Waddoups Brown Gee &
Loveless, a Professional Corporation, Kinross' U.S. counsel, of the verbal
agreement.
During the first week of October, the parties and their lawyers
communicated several times by telephone and e-mail negotiating a letter of
intent. The parties signed the letter of intent the evening of October 8, 2003,
and publicly announced the execution of the letter of intent and the transaction
on October 8, 2003.
On November 11, 2003, Crown entered into the Echo Bay Minerals (a
wholly-owned subsidiary of Kinross) toll milling agreement relating to the
milling of ore produced at the Buckhorn Mountain Project. See "Business of
Crown--Recent Developments."
On April 7, 2004, Kinross and Crown executed and delivered the first
amendment to the merger agreement, extending the outside closing date to
September 30, 2004.
On September 15, 2004, Kinross and Crown executed and delivered the
second amendment to the merger agreement, extending the outside closing date to
December 31, 2004.
On December 30, 2004, Kinross and Crown executed and delivered the third
amendment to the merger agreement, extending the outside closing date to May 31,
2005, and providing for Kinross to purchase $1 million of Crown common stock at
$1.9545 per share, the average closing price of the Crown common stock for the
preceding 20 trading days. This resulted in the acquisition of 511,640 shares of
Crown common stock by Kinross. The parties also agreed that the distribution of
the Solitario common stock by Crown, the conversion and/or redemption of the
Crown Convertible Notes, and the exercise of all Crown options had been
completed in accordance with the terms of the merger agreement. The parties also
agreed that there had not been a failure to comply with the terms of the merger
agreement or a material adverse change to the business of Crown through the date
of the amendment.
204
On May 31, 2005, Kinross and Crown executed and delivered the fourth
amendment to the merger agreement, extending the outside closing date to
December 31, 2005 unless, prior to that date Kinross had filed its audited 2004
financial statements, in which case the outside closing date was extended to
March 31, 2006. The parties also agreed to a change to the exchange ratio for
0.2911 Kinross common shares for each share of Crown common stock, to 0.34
Kinross common shares, subject to a valuation collar. Under the terms of the
collar, the value of the Kinross common shares to be issued to the Crown
shareholders could not be less than $77.5 million or more than $110 million.
Kinross agreed to purchase a $10 million convertible debenture from Crown and
consented to a $0.21 per share, or an aggregate of $9.66 million, cash dividend
to the Crown shareholders (the "Special Distribution") The Special Distribution
was paid on July 26, 2005.
The fourth amendment eliminated the closing condition based on the
"tax-free" nature of the acquisition of Crown by Kinross under U.S. federal tax
laws, although it is currently anticipated that the transaction will qualify as
a reorganization under Section 368 of the Code in which generally no gain or
loss will be recognized by the shareholders (see the discussion under the
caption "Tax Consequences"). Kinross agreed to pay all invoices presented to
Crown after June 1, 2005, for permitting costs at the Buckhorn Mountain project.
The parties also ratified the Toll Milling Agreement and Kinross approved the
2005 compensation for Crown's directors and executive officers.
On February 24, 2006, Kinross and Crown executed and delivered the fifth
amendment to the merger agreement, extending the outside closing date to
December 31, 2006. The exchange ratio was changed to 0.32 Kinross common shares
for each share of Crown common stock from the previous 0.34 Kinross common
shares, and the valuation collar was eliminated. Kinross agreed to loan Crown up
to $2 million to permit Crown to retire the royalty obligation to Newmont Mining
Corporation with respect to the Buckhorn Mountain Project, in the event that the
transaction contemplated by the merger agreement has not closed by July 1, 2006.
This loan was made July 14, 2006, and on July 17, 2006. Crown acquired the
royalty.
REASONS FOR THE MERGER--ADVANTAGES AND DISADVANTAGES
The Buckhorn Mountain Project, prior to July 2001, was held by a joint
venture between Crown and Battle Mountain. Battle Mountain had managed the
project and had sought to have it permitted as an open pit mine. When Battle
Mountain was unable to complete the permitting process, it entered into an
agreement with Crown, transferring ownership and control of the Buckhorn
Mountain Project to Crown. Crown does not currently have the funds necessary to
obtain the necessary permits and fund the capital expenditures necessary to
commence mining operations at the Buckhorn Mountain Project.
In connection with its acquisition of Echo Bay in January 2003, Kinross
obtained ownership of the Kettle River mill located approximately 92 kilometers
(57 miles) from the Buckhorn Mountain Project. Under the currently proposed
operating plan, the Buckhorn Mountain Project will be developed as an
underground mine and the ore will be processed at the Kettle River facility,
which has already been licensed and permitted. Kinross has access to the
technical personnel and funding to pursue the permitting, construction, and
operation of the Buckhorn Mountain Project. In addition, the existence of the
Kettle River facility gives Kinross unique permitting and operational synergies
with the Buckhorn Mountain Project.
Set forth below are the material advantages and disadvantages to Kinross
and Crown of the proposed merger.
KINROSS
The merger with Crown will provide Kinross with an opportunity to
utilize the existing Kettle River mill by processing ore produced at the
Buckhorn Mountain Project.
Kinross anticipates that by combining the Kettle River and Buckhorn
Mountain Project operations, there will be increased operating efficiency
because only one management team will be required to manage the two locations.
Kinross expects the combined operations to produce gold for total cash costs and
total costs per ounce less than Kinross' current average costs per ounce
resulting in the merger being accretive to earnings and cash flow.
205
Kinross believes that the Buckhorn Mountain Project mineral claims have
been under-explored and may conduct further exploration activities in the
future.
Acquiring Crown at this time means that Kinross will be obligated to
complete the permitting process before beginning production at the Buckhorn
Mountain Project. The permitting process has been difficult and subject to
delays beyond Crown or Kinross' control. The permitting process has involved a
large number of interested parties who opposed permitting gold production at the
Buckhorn Mountain Project. Kinross believes that by utilizing the existing
Kettle River mill and by mining using underground methods, a plan that is
acceptable to all concerned is achievable.
See the discussions under "Business of Kinross" and "Risk Factors."
CROWN
At a meeting held November 19, 2003, the board of directors of Crown
unanimously approved the adoption of the merger agreement and the transactions
contemplated thereby and recommended that the transaction be approved by the
Crown shareholders. Members of the board of directors are subject to conflicts
of interest. See "Interests of Certain Individuals," below.
In reaching its determination, the board of directors of Crown
considered the following material factors, which were viewed as being factors in
support of the adoption of the merger agreement:
o the unique operational and cost synergies as a result of leveraging
Kinross' existing management and business structure, utilizing
Kinross' Kettle River facility, and the anticipated impact of
reducing the permitting difficulties for the Buckhorn Mountain
Project based on Kinross' successful permitting history in the State
of Washington;
o the amount of total consideration and the nature of that
consideration to be paid by Kinross to the security holders of
Crown; the board determined that because of the high market
liquidity of Kinross' common shares on both the NYSE and TSX, its
intrinsic value was adequately reflected in the market price;
furthermore, because the dilution caused by the contemplated
Kinross-Crown transaction was approximately 4.1% to Kinross, no
consideration has been given to pro forma valuations post-merger;
o the additional value to the shareholders of Crown as a result of
Kinross having agreed to the distribution of the Solitario common
stock to the Crown shareholders, which was completed in July 2004;
o the expectation that the merger would be treated as a tax-free
merger for United States federal income tax purposes based on
consultations with Crown's tax advisors;
o the regulatory approvals required to consummate the merger were not
expected to be difficult to obtain;
o the elimination of the uncertainty to the Crown shareholders
relating to the time and expense to permit and develop the Buckhorn
Mountain Project;
o the significant financial resources of Kinross, and Crown's need to
raise significant funds to develop the Buckhorn Mountain Project if
the transaction with Kinross was not completed, the time required to
do this, the risk of being unsuccessful in securing enough financial
resources, and the potential dilution to the existing Crown
shareholders;
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o the development of the Buckhorn Mountain Project requiring qualified
technical and operational personnel already available to Kinross and
the difficulties faced by Crown in seeking to attract and retain
such personnel;
o the wide distribution and liquidity of Kinross common shares on the
NYSE and TSX, compared to the limited market for shares of Crown's
common stock which currently trade on the OTC Bulletin Board;
o the increased price of gold, which is trading at higher prices than
in recent years, providing a more favorable time to market the
Buckhorn Mountain Project, and more favorable economics to the Crown
shareholders;
o the limited number of potential bidders with resources and synergies
described above; and
o the arms-length bargaining process, lasting more than a year, by
which the merger terms were determined.
The board of directors of Crown also considered the following material
factors, which were viewed as being factors challenging the adoption of the
merger agreement:
o the potential additional value that might be realized if Crown were
able to develop and operate the Buckhorn Mountain Project on its own
was considered. However, this option included significant inherent
risks as a result of the financing, permitting, and other
operational implications of this course of action;
o the potential for superior offers. However, based on Crown's history
of difficulties with Buckhorn Mountain, including Battle Mountain's
withdrawal, the historical permitting challenges, Crown's financial
constraints, informal discussions with other mining companies (in
the normal course of Crown's activities) that did not have the
unique synergies of Kinross, Crown's knowledge of other transactions
in the mining industry, and the unique operations synergies with
Kinross, superior offers were considered unlikely; and
o the conflict of interest to which certain members of the board and
management were subject, as described below under "Interests of
Certain Individuals."
The board of directors of Crown determined that the negative factors
were outweighed by the potential benefits to be gained by Crown and its
shareholders as a result of the proposed merger with Kinross and concluded that
the proposed merger was in the best interests of Crown and its shareholders.
The foregoing discussion of the factors considered by the board of
directors of Crown includes all material factors considered. In view of the
variety of factors considered in connection with its evaluation of the proposed
merger, the board of directors of Crown did not find it practicable to and did
not attempt to rank or assign relative weights to the foregoing factors.
Subsequent to the foregoing, the board of directors of Crown reviewed
and unanimously approved each of the five amendments to the merger agreement. As
part of their analysis prior to the approval of each of the amendments, the
board of directors considered the changes contemplated by each of the amendments
in light of the circumstances of Crown, Kinross, and the gold industry. As a
result of their analysis, the board of directors believed each of the amendments
provided continued or improved benefits to Crown shareholders relative to the
merger agreement. Accordingly, the board of directors of Crown took no action to
change or modify its approval of the merger as of November 19, 2003, or its
recommendation to the Crown shareholders that they approve and adopt the
proposed merger.
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INTERESTS OF CERTAIN INDIVIDUALS
Certain members of Crown's management and board of directors have
interests in the merger that are described below that are in addition to their
interests as Crown shareholders in general. Crown's board of directors took
these interests into account in approving and adopting the acquisition agreement
and the transactions contemplated thereby.
On June 19, 2000, Crown entered into Change in Control and Severance
Agreements with (i) Mr. Mark Jones, its Vice-Chairman of the Board; (ii) Mr.
Christopher Herald, its President and Chief Executive Officer; (iii) Mr. James
Maronick, its Chief Financial Officer and Vice-President, Finance; (iv) Mr.
Walter Hunt, its Vice-President, Operations; and (v) Ms. Debbie Mino, its
manager of investor relations.
These agreements provide that if a change in control of Crown occurs,
and if their employment is terminated other than for cause or if they resign for
a good reason, they are entitled, on such date, to a payment of two and one-half
(2 1/2) times their annual salary in the case of Messrs. Jones and Herald, and
one and one-half times (1 1/2) their annual salary in the case of Messrs.
Maronick and Hunt and Ms. Mino. The merger constitutes a change in control of
Crown, and Kinross intends to terminate the employment of each of these
employees following the merger. Accordingly, Kinross will pay the following to
these individuals upon the date their employment is terminated, based upon their
annual salaries for the 2006 year:
Mr. Jones: $245,000
Mr. Herald: $417,500
Mr. Maronick: $180,000
Mr. Hunt: $165,000
Ms. Mino: $105,840
At the time that the Change in Control and Severance Agreements were
executed, Crown was experiencing severe financial difficulties, ultimately
resulting in a bankruptcy filing. The Crown board of directors at the time, and
currently, considers these agreements to be both customary and appropriate
mechanisms for retaining the services of key employees. Crown's board considered
the existence of those agreements in determining to enter into the merger
agreement with Kinross. The Kinross agreement was unanimously approved by the
board, including all disinterested board members.
STOCK OPTIONS
All of the options outstanding under the Crown 2002 Stock Incentive Plan
were exercised during 2004. Crown has no remaining options outstanding.
REGULATORY APPROVALS REQUIRED
Except as outlined in "Restrictions on Transfer of Kinross Common
Shares," Kinross and Crown do not believe there are any material regulatory
approvals required for the merger, other than the effectiveness of the
registration statement filed with the Commission of which this Proxy
Statement/Prospectus forms a part.
DISSENTERS' RIGHTS OF APPRAISAL
Holders of Crown common stock have the right to dissent from the merger
and receive cash equal to the fair value of their Crown common stock. The
following discussion identifies the material requirements necessary to assert
your rights, should you choose to do so. This summary is not exhaustive, and you
should also carefully read the applicable sections of Chapter 23B.13 of the
Washington Business Corporation Act ("WBCA"), which is attached to this Proxy
Statement/Prospectus as Appendix B.
If you are a Crown shareholder and wish to dissent from the merger, you
should carefully review the text of Appendix B, particularly the procedural
steps required to perfect dissenters' rights, which are complex. Because of the
technical nature of these requirements, you are encouraged to consult with your
legal counsel if you wish to assert dissenter rights. If you do not fully and
precisely satisfy the procedural requirements of Washington law, you will lose
your dissenters' rights.
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REQUIREMENTS FOR EXERCISING DISSENTERS' RIGHTS
Under Washington law, Crown shareholders have the right to dissent from
the merger and to receive payment in cash for the fair value of their shares of
Crown common stock. To preserve your statutory dissenters' rights, you must:
o deliver to Crown, before the vote on the proposal to approve the
merger agreement is taken at the special meeting, notice of your
intent to demand the fair value for your Crown common stock if the
merger is consummated and becomes effective;
o not vote your shares of Crown common stock at the special meeting in
favor of the proposal to approve the merger agreement and the
transactions contemplated by the merger agreement, including the
merger; and
o follow the statutory procedures for perfecting dissenters' rights
under Washington law, which are described below under "Dissenters'
Notice Procedure."
Merely voting against the merger agreement and the merger will not
preserve your dissenters' rights. Failure to precisely comply with all
procedures required by Washington law will result in the loss of your
dissenters' rights. If you do not satisfy each of the statutory requirements,
you cannot exercise dissenters' rights and you will be bound by the terms of the
merger agreement.
A shareholder of record may assert dissenters' rights as to fewer than
all of the shares registered in the shareholder's name only if he or she
dissents with respect to all shares beneficially owned by any one person and
notifies Crown in writing of the name and address of each person on whose behalf
he or she asserts dissenters' rights. The rights of the partial dissenting
shareholder are determined as if the shares as to which he or she dissents and
his or her other shares were registered in the names of different shareholders.
If your shares are not held of record in your name, you must instruct the record
owner to act on your behalf to assert your dissenters' rights. You should
contact the record holder to establish the necessary procedures sufficiently in
advance so that your dissenters' rights are not lost.
Your shares must either not be voted at the special meeting of Crown
shareholders or must be voted against the approval of the merger agreement.
Submitting a proxy card that does not direct how the shares of Crown common
stock represented by that proxy are to be voted will constitute a vote in favor
of each of the proposals being presented to Crown shareholders at the special
meeting and a waiver of your statutory dissenters' rights. In addition, voting
against the proposal to approve the merger agreement will not satisfy the notice
requirement referred to above. You must deliver notice of the intent to exercise
dissenters' rights to Crown prior to the vote being taken at the special meeting
at: James R. Maronick, 4251 Kipling Street, Suite 390, Wheat Ridge, Colorado
80033.
DISSENTERS' NOTICE PROCEDURE
Within ten days after the effective date of the proposed merger, Crown
will deliver a notice to all shareholders who have properly given notice under
the dissenters' rights provisions and have not voted in favor of the merger
agreement as described above. The notice will contain:
o the address where the demand for payment and certificates
representing shares of Crown common stock must be sent and the date
by which they must be received;
o any restrictions on transfer of uncertificated shares that will
apply after the demand for payment is received;
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o a form for demanding payment that states the date of the first
announcement to the news media or to shareholders of the proposed
transactions (October 8, 2003) and requires certification of whether
or not the shareholder, or the beneficial owner on whose behalf the
shareholder dissents, acquired the Crown common stock or an interest
in it before October 8, 2003;
o a date by which Crown must receive the payment demand; and
o a copy of Chapter 23B.13 of the WBCA.
PAYMENT PROCEDURE
If you wish to assert dissenters' rights, you must demand payment,
certify that you acquired the Crown shares before October 8, 2003, the date that
the proposed transaction was publicly announced, and deposit your Crown
certificates within 30 days after the notice is given. If you fail to make
demand for payment and deposit your Crown certificates within the 30-day period,
you will lose the right to receive fair value for your shares under the
dissenters' rights provisions, even if you delivered a timely notice of intent
to demand payment.
Except as provided below, within 30 days of the later of the effective
date of the merger or Crown's receipt of a valid demand for payment, Crown will
remit to each dissenting shareholder who complied with the requirements of
Washington law the amount Crown estimates to be the fair value of the
shareholder's Crown common stock, plus accrued interest.
Crown will include the following information with the payment:
o financial data relating to Crown, including Crown's balance sheet,
income statement and statement of changes in shareholder's equity
for its last fiscal year and its latest available financial
statements;
o an explanation of how Crown estimated the fair value of the shares;
o an explanation of how the interest was calculated;
o a statement of the dissenter's right to demand further payment under
Chapter 23B.13.280 of the WBCA if they are dissatisfied with the
estimate of the fair value of the shares determined by Crown; and
o a copy of Chapter 23B.13 of the WBCA.
For a dissenting shareholder who was not the beneficial owner of the
shares of Crown common stock on October 7, 2003, Crown may withhold payment and
instead send a statement setting forth its estimate of the fair value of the
shares and offering to pay such amount, with interest, as a final settlement of
the dissenting shareholder's demand for payment. Crown will also include in such
statement an explanation of how it estimated the fair value of the shares and
calculated the interest, and a statement of the dissenter's right to demand
payment under Chapter 23B.13.280 of the WBCA if they are dissatisfied with the
estimate of the fair value of the shares determined by Crown.
PAYMENT DISPUTES
If you are dissatisfied with your payment or offer, you may, within 30
days of the payment or offer of payment, notify Crown and demand payment of your
estimate of the fair value of your shares and the amount of interest due. If any
dissenting shareholder's demand for payment is not settled within 60 days after
receipt by Crown of the payment demand, Crown must commence a proceeding in King
County Superior Court and petition the court to determine the fair value of the
shares and accrued interest, naming all the dissenting shareholders whose
demands remain unsettled as parties to the proceeding. If Crown does not
commence the proceeding within the 60-day period, it will pay each dissenter
whose demand remains unsettled the amount demanded.
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The court may appoint one or more appraisers to receive evidence and
make recommendations to the court as to the amount of the fair value of the
shares. The fair value of the shares as determined by the court is binding on
all dissenting shareholders and may be less than, equal to, or greater than the
value of the merger consideration to be issued to non-dissenting shareholders
for shares of their Crown common stock under the terms of the merger agreement
if the merger is consummated. The dissenters have the same discovery rights as
parties in other civil proceedings. If the court determines that the fair value
of the shares is in excess of any amount remitted by Crown, then the court will
enter a judgment for cash in favor of the dissenting shareholders in an amount
by which the value determined by the court, plus interest, exceeds the amount
previously remitted. For dissenting shareholders who were not the beneficial
owners of their shares of Crown common stock before October 8, 2003, and for
which Crown withheld payment pursuant to Chapter 23B.13.270 of the WBCA, the
court may enter judgment for the fair value, plus accrued interest, of the
dissenting shareholders after acquired shares.
The court will determine the costs and expenses of the court proceeding
and assess them against Crown, except that the court may assess part or all of
the costs against any dissenting shareholders whose actions in demanding payment
are found by the court to be arbitrary, vexatious or not in good faith. If the
court finds that Crown did not substantially comply with the relevant statutory
provisions, the court may also assess against Crown any fees and expenses of
attorneys or experts that the court deems equitable. The court may also assess
those fees and expenses against any party if the court finds that the party has
acted arbitrarily, vexatiously or not in good faith in bringing the proceedings.
The court may award, in its discretion, fees and expenses of an attorney for the
dissenting shareholders out of the amount awarded to the shareholders, if it
finds the services of the attorney were of substantial benefit to the other
dissenting shareholders and that those fees should not be assessed against
Crown.
FAIR VALUE
For purposes of Washington law, "fair value" means the value of Crown
common stock immediately before the effective date of the merger, excluding any
appreciation or depreciation in anticipation of the merger, unless that
exclusion would be inequitable. A Crown shareholder has no right, at law or in
equity, to set aside the approval of the merger or the consummation of the
merger except if the approval or consummation fails to comply with the
procedural requirements of Chapter 23B.13 of the WBCA, Crown's articles of
incorporation or Crown's bylaws, or was fraudulent with respect to that
shareholder or Crown.
ACCOUNTING FOR THE MERGER
The merger will be accounted for by Kinross using the purchase method of
accounting in accordance with both Section 1581, "Business Combinations," of the
CICA Handbook, for purposes of Canadian generally accepted accounting
principals, and SFAS 141, "Business Combinations," for purposes of United States
generally accepted accounting principles. Pursuant to the purchase method of
accounting under both Canadian and United States generally accepted accounting
principles, the Crown assets acquired, other potential intangible assets
identified, and liabilities assumed will be recorded at their fair market values
as of the effective date of the merger. Any excess of the purchase price over
such fair value will be recorded as goodwill. In accordance with Section 3062,
"Goodwill and Other Intangible Assets," of the CICA Handbook, for purposes of
Canadian generally accepted accounting principles, and SFAS 142, "Goodwill and
Other Intangible Assets," for purposes of United States generally accepted
accounting principles, goodwill will be assigned to specific reporting units and
will not be amortized. Goodwill is subject to a determination of fair value and
will be reviewed for possible impairment at least annually or more frequently
upon the occurrence of certain events or when circumstances indicate that a
reporting unit's carrying value, including the goodwill which was allocated to
it, is greater than its fair value.
DELIVERY OF CERTIFICATES FOR KINROSS COMMON SHARES
It is anticipated that certificates for the Kinross common shares will
be available to exchange for the Crown common stock within two business days
following the completion of the merger. A properly completed letter of
transmittal, together with the certificates representing shares of Crown common
stock to be exchanged, must be delivered to the exchange agent prior to the
issuance of certificates representing the Kinross common shares. Shareholders of
record will receive a letter of transmittal from the exchange agent subsequent
to the merger with
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specific instructions regarding the delivery of existing certificates in
exchange for the issuance of new certificates. The exchange agent can be
contacted at Computershare Investor Services, Inc., telephone (212) 701-7650.
Certificates for Crown common stock that are not exchanged shall only
represent the right to receive Kinross common shares subsequent to the merger.
PAYMENT IN LIEU OF ISSUING FRACTIONAL SHARES
No fractional shares will be issued by Kinross in connection with the
merger. In lieu thereof, a shareholder otherwise entitled to receive a
fractional share shall be paid the value of such fractional share in cash, based
on the closing sales price, rounded to the nearest cent, for Kinross common
shares as reported by the NYSE for the ten trading days ended the third business
day prior to the closing date.
EXPENSES OF THE MERGER
Kinross and Crown will each bear its own expenses incurred in connection
with effecting the merger and the preparation of the Proxy Statement/Prospectus.
RESTRICTIONS ON TRANSFER OF KINROSS COMMON SHARES
UNITED STATES
The Kinross common shares to be issued in the merger will be issued
pursuant to the registration statement, of which this Proxy Statement/Prospectus
forms a part, filed under the Securities Act. Notwithstanding such registration,
several persons receiving shares of common stock will be subject to restrictions
on the resale of such securities.
The sale of shares issued to affiliates of Crown will be subject to
restrictions on transfer under Rule 145 promulgated pursuant to the Securities
Act. In general, under Rule 145, sales of securities are permitted only (a)
after Kinross has been subject to the reporting requirements of the Exchange Act
and has filed all required reports thereunder for a period of at least 90 days
preceding the sale, and (b) if the sales are made in compliance with the
limitations on volume and manner of sale contained in rule 144. Kinross is, and
has been for in excess of 90 days, subject to the reporting requirements, so
that Rule 145 would be available immediately upon consummation of the merger,
subject to the limitations on volume and manner of sale. Alternatively, common
stock may be sold by Crown shareholders subject to the rule without compliance
with such limitations on volume and manner of sale if the holder, at the time of
sale, (a) is not, and has not been for at least three months, an affiliate of
either Kinross, Crown, or Kinross, and has held the securities for at least 2
years; or (b) is not an affiliate of the combined company and has held the
securities for at least 1 year, and for the preceding 12 months Kinross has
filed all required reports under the Exchange Act.
CANADA
Kinross common shares issued in connection with the merger will be
distributed in reliance on exemptions from the registration and prospectus
requirements of Canadian securities laws, and will be freely tradeable in or
into all provinces of Canada through appropriately registered dealers provided
the following conditions are met at the time of such transaction:
o at the time of the trade, Kinross has been a reporting issuer (which
Kinross is) for at least 4 months in a jurisdiction of Canada;
o the selling shareholder does not hold (alone or in combination with
others) more than 20% of the outstanding voting securities of
Kinross and does not otherwise hold a sufficient number of any
securities of Kinross to affect materially the control of Kinross;
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o if the selling shareholder is an insider or officer of Kinross, the
selling shareholder has no reasonable grounds to believe that
Kinross is in default of any requirements under applicable Canadian
securities laws;
o no unusual effort is made to prepare the market or create a demand
for the Kinross common shares; and
o no extraordinary commission or consideration is paid in respect of
the transaction in the Kinross common shares.
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AGREEMENTS RELATING TO THE MERGER
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THE MERGER AGREEMENT
The following is a description of the material provisions of the merger
agreement, as amended, a copy of which is attached to this Proxy
Statement/Prospectus as Annex A and is incorporated herein by reference. While
Kinross and Crown believe this description covers the material terms of the
merger agreement, it may not contain all the information that is important to
you and is qualified in its entirety by reference to the merger agreement. You
are urged to read the merger agreement carefully and in its entirety.
STRUCTURE OF THE MERGER
The merger agreement provides for the acquisition of Crown by Kinross
through the merger of Crown Merger into Crown. As a result of the merger, Crown
Merger will cease to exist and Crown will be the surviving corporation. Shares
of Crown Merger's outstanding common stock, which are held by Kinross, will be
converted in the merger into preferred stock of Crown with a fair market value
and redemption amount equal to the value of the shares of Crown Merger common
stock converted, and will remain outstanding following the merger.
EFFECTIVE TIME AND TIMING OF CLOSING
The closing of the merger will take place no later than the third
business day after satisfaction or waiver of the conditions to the merger set
forth in the merger agreement (see "Conditions to the Merger" below), unless
Kinross, Crown and Crown Merger agree to another time or date. Crown will file
articles of merger with the Washington Secretary of State at the closing. The
merger will be effective at the time that the articles of merger are filed,
unless a later date is specified in the articles of merger and agreed to in
writing by Kinross, Crown and Crown Merger.
CONSIDERATION TO BE RECEIVED IN THE MERGER
At the effective time of the merger, Crown shareholders (other than
shareholders exercising dissenters' rights under Washington law) will have the
right, with respect to each of their shares of Crown common stock, to receive
0.32 of a Kinross common share. Kinross will not issue any fractional Kinross
common shares to holders of Crown common stock in connection with the merger.
Instead, Kinross will pay in cash an amount equal to the product of the
fractional part of a Kinross common share each such holder would otherwise be
entitled to receive (taking into account all Crown common stock delivered by
such holder) multiplied by the average of the closing price of one Kinross
common share on the NYSE Composite Tape (as reported by The Wall Street Journal
or, if not reported by The Wall Street Journal, some other authoritative source)
for the ten consecutive trading days ending on the third trading day immediately
preceding the effective time of the merger.
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EXCHANGE OF CERTIFICATES REPRESENTING CROWN COMMON STOCK
Kinross will appoint an exchange agent who will exchange certificates
representing shares of Crown common stock outstanding as of the effective time
of the merger for certificates representing Kinross common shares and any cash
issuable in lieu of fractional shares.
As soon as reasonably practicable after the effective time of the
merger, Kinross will cause the exchange agent to mail to each holder of record
of a certificate representing shares of Crown common stock outstanding as of the
effective time of the merger, a letter of transmittal which the holder must
properly complete and deliver to the exchange agent along with the holder's
certificate or certificates for Crown common stock, and instructions for
effecting surrender of the certificate. The letter of transmittal will specify
that the exchange agent will deliver the certificate representing Kinross common
shares, and risk of loss and title to the certificate representing Crown common
stock will pass, only upon delivery of the certificate to the exchange agent and
will be in a form and have other provisions that Kinross will reasonably
specify.
Until each certificate representing Crown common stock is surrendered
(except for certificates representing shares with respect to which appraisal
rights have been validly exercised) it will be deemed from and after the
effective time of the merger, for all corporate purposes, to evidence the
Kinross common shares into which the shares of Crown common stock represented by
the certificate have been converted in connection with the merger and the
payment of cash for fractional shares. Certificates representing shares of Crown
common stock with respect to which a Crown shareholder has validly exercised
appraisal rights will represent the right to pursue any appraisal rights that
the holder may have.
After the surrender of a certificate representing Crown common stock to
the exchange agent, together with a duly executed and completed letter of
transmittal and all other documents and other materials required by the exchange
agent, the holder of the certificate will be entitled to receive a certificate
representing the Kinross common shares into which the Crown common stock
represented by the certificate have been converted in connection with the
merger, excluding fractional shares, and payment of cash for fractional shares.
DISTRIBUTION OF SOLITARIO COMMON STOCK
As contemplated by the merger agreement, on July 26, 2004, Crown
completed a spin-off of Solitario's shares to its shareholders, whereby each
Crown shareholder received 0.2169 shares of Solitario common stock for each
share of Crown common stock they owned. As part of the spin-off, Crown retained
998,306 shares of Solitario common stock for the benefit of Crown warrant
holders who were entitled to receive those shares when the warrants are
exercised. Subsequent to the spin-off, Crown distributed 962,302 of these shares
upon the exercise of warrants and at December 31, 2005, held the remaining
36,004 shares for delivery to holders of currently outstanding warrants on
exercise. Crown has no beneficial ownership interest in those retained shares.
In addition, Crown retained 92 Solitario shares, from fractional shares, which
it intends to sell. After the disposition of the retained shares and fractional
shares, Crown will no longer own any shares of Solitario.
TREATMENT OF CROWN STOCK OPTIONS
The merger agreement required that the Crown board of directors take the
action permitted under the Crown 2002 Stock Incentive Plan to eliminate or
terminate all options to purchase Crown common stock prior to the effective time
of the merger. This requirement has been satisfied.
TREATMENT OF CROWN WARRANTS
If the holder of any unexercised warrant to purchase shares of Crown
common stock elects, the warrant will be exchanged for 0.32 of a Kinross common
share for each share of Crown common stock that would have been issued on
exercise of the warrant immediately prior to the effective time of the merger on
a cashless basis. If the holder does not make the foregoing election, the
warrant will represent the right to acquire Kinross common shares in accordance
with the terms and conditions of the warrant as amended pursuant to the merger
agreement.
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REPRESENTATIONS AND WARRANTIES
In the merger agreement, Kinross and Crown Merger, on the one hand, and
Crown, on the other, have made various representations and warranties relating
to, among other things, their respective organization, capital structure,
business and financial condition, the completeness and accuracy of filings made
with the SEC, and the satisfaction of certain legal requirements for the merger.
The representations and warranties of each of the parties to the merger
agreement will expire upon consummation of the merger. The representations and
warranties of Kinross and Crown Merger, on the one hand, and Crown, on the
other, are set forth in Articles III and IV, respectively, of the merger
agreement.
The merger agreement provides that these representations and warranties
of Crown, Kinross and Crown Merger will not survive, or continue in effect,
after the closing date of the merger.
CONDUCT OF BUSINESS PENDING THE MERGER
Crown has agreed that, until the closing of the merger or the
termination of the merger agreement, unless Kinross otherwise agrees in writing
or as otherwise contemplated by the merger agreement, Crown will cause its
business and the business of its subsidiaries to be conducted only in the
ordinary course of business or as reasonably necessary to consummate the
transactions contemplated by the merger agreement and will otherwise not engage
in certain activities, including certain significant business or financing
transactions or changes in corporate structure. The specific restrictions on the
conduct of Crown's business are listed in Article V of the merger agreement.
OFFERS FOR ALTERNATIVE TRANSACTIONS
The merger agreement provides that, until the earlier of the effective
time of the merger or the termination of the merger agreement, Crown will not,
and will not agree to:
o enter into any transaction with any party other than Kinross
relative to an alternative transaction (including a merger or
consolidation or any other business combination or any disposition
of Crown's assets or any interest in its business, its capital stock
or any part thereof or a transaction comparable or similar to the
merger with Kinross or that would prevent or materially impede the
merger);
o solicit or encourage submission of inquiries, proposals or offers
from any other party relative to an alternative transaction;
o except in the ordinary course of business or as required by law,
regulation, or court order or by agreements existing at the date of
the merger agreement, provide information to any other person
regarding Crown or any of its subsidiaries (other than Solitario);
or
o conduct any discussions or negotiations regarding, or enter into any
agreement, arrangement or understanding regarding, or approve,
recommend or propose publicly to approve or recommend, an
alternative transaction.
Crown agreed to cease and cause to be terminated any existing
discussions or negotiations with any person (other than Kinross) conducted prior
to the date of the merger agreement with respect to any alternative transaction.
Crown also agreed not to release any third party from the confidentiality and
standstill provisions of any agreement to which Crown is a party, other than
agreements with Crown's customers and suppliers entered into in the ordinary
course of business.
The merger agreement further provides that Crown will promptly notify
Kinross if Crown receives any offer, inquiry or proposal or enters into any
discussions, including without limitation, the terms and conditions of any
alternative transaction and the identity of the potential acquirer relating to
an alternative transaction and the details of the foregoing. Crown has agreed to
keep Kinross fully informed on an ongoing basis with respect to each offer,
inquiry, proposal or discussions with any person relating to an alternative
transaction. Crown will provide
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Kinross with copies of all offers, inquiries or proposals relating to an
alternative transaction that are in writing and all written materials and
correspondence relating to those as soon as practicable after Crown receives
them.
Crown has agreed that neither it nor its board of directors will enter
into any agreement with respect to, or otherwise approve or recommend, any
alternative transaction, unless it has provided Kinross with the details of the
alternative transaction (including a copy of all written agreements,
correspondence and other documents relating thereto) and a reasonable period of
time (which shall not be less than two business days) during which Kinross may
propose changes to the transaction provided for by the merger agreement. The
merger agreement provides that Crown may not furnish any of its non-public
information to a potential party to a proposal superior to that of Kinross
unless Crown has previously furnished or provided access to, or promptly
thereafter furnishes or provides access to, such information to Kinross.
In response to an unsolicited offer, inquiry or proposal from any person
with respect to an alternative transaction, however, if the alternative
transaction is a proposal superior to the transaction with Kinross, Crown (and
its directors, officers, agents, representatives, affiliates, shareholders and
other persons acting on its behalf) may
o participate in discussions or negotiations with, review information
from, any third party that has made the offer, inquiry or proposal
relative to an alternative transaction;
o subject to Crown providing Kinross with notice and an opportunity to
propose changes to the offer, furnish non-public information to any
third party that has made the offer, inquiry or proposal relative to
an alternative transaction;
o approve or accept an unsolicited alternative transaction; and
o make or authorize any statement, recommendation or solicitation in
support of an unsolicited alternative transaction.
An alternative transaction is a superior proposal if Crown's board of
directors determines in good faith that:
o with regard to participation in discussion or providing non-public
information, the alternative transaction proposal is or is
reasonably likely to be or become, or with regard to approving,
accepting or recommending an alternative transaction, the
alternative transaction proposal is more favorable to Crown and its
shareholders than the transactions contemplated by the merger
agreement; and
o following consultation with outside legal counsel, that the failure
to participate in discussions or negotiations, review such
information or furnish such information regarding, or approve or
accept, the alternative transaction would violate the fiduciary
duties under applicable law.
Crown has agreed that it will, prior to providing information or
participating in discussions relating to an alternative transaction, advise
Kinross that Crown will do so.
Even if Crown's board of directors changes or withdraws its
recommendation, the merger agreement requires Crown to take all action under law
necessary to provide notice of and hold the special meeting of shareholders to
seek approval of the merger.
CONDITIONS TO THE PARTIES' OBLIGATIONS TO CLOSE THE MERGER
The obligations of Crown, Kinross and Crown Merger to complete the
merger depend upon the satisfaction or waiver of a number of conditions,
including the following:
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o the effectiveness of the registration statement that includes this
Proxy Statement/Prospectus and the receipt of all other
authorizations necessary under applicable securities laws to
consummate the transactions contemplated by the merger agreement;
o the adoption and approval of the merger agreement, the merger and
all other transactions contemplated by the merger agreement by
Crown's shareholders holding at least 66-2/3% of Crown's outstanding
common stock;
o the absence of any law or any preliminary or permanent injunction or
other order by any federal, state or foreign court having
appropriate jurisdiction prohibiting, restraining, enjoining,
restricting or preventing consummation of the merger having been
issued and continuing in effect;
o the absence of any litigation instigated which seeks to prohibit,
restrain, enjoin, or restrict the consummation of the merger; and
o the receipt and continuing effectiveness of all approvals, consents,
or authorizations of any governmental entity or other regulatory
body having jurisdiction over the matter, including, but not limited
to, the NYSE and the TSX, so long as neither Crown nor Kinross have
received written notice from any governmental entity or regulatory
body that it is conducting any review or investigation to determine
whether any approval, consent, or authorization should be withdrawn
or materially modified.
The obligation of Crown to complete the merger also depends on the
satisfaction or waiver of, among others, the following additional conditions
(any of which may be waived by Crown):
o The truthfulness and correctness, as of the closing date, of the
representations and warranties of Kinross and Crown Merger in the
merger agreement and Crown's receipt of a certificate of the
President and the Chief Financial Officer of Kinross, dated the
closing date, to that effect;
o Kinross and Crown Merger's performance of or compliance with, in all
material respects, all agreements and covenants required by the
merger agreement to be performed or complied with by them on or
prior to the closing date and Crown's receipt of a certificate of
the President and the Chief Financial Officer of Kinross and Crown
Merger, dated the closing date, to that effect;
o The absence of any change, occurrence, or circumstance, since the
date of the merger agreement, in the current or future business,
assets, liabilities, financial condition, or results of operations
of Kinross and its consolidated subsidiaries having, or reasonably
likely to have, individually or in the aggregate, a material adverse
effect on Kinross, viewed on a consolidated basis;
o Kinross obtaining any consents from third parties necessary to
consummate the transactions contemplated hereby without material
adverse effect on the business or financial condition of Kinross;
and
The obligation of Kinross and Crown Merger to complete the merger also
depends on the satisfaction or waiver of the following additional conditions
(any of which may be waived by Kinross):
o The truthfulness and correctness, as of the closing date, of the
representations and warranties of Crown in the merger agreement and
Kinross' receipt of a certificate of the President and the Chief
Financial Officer of Crown, dated the closing date, to that effect;
o Crown's performance of or compliance with, in all material respects,
all agreements and covenants required by the merger agreement to be
performed or complied with by it on or prior to the closing date and
Kinross' receipt of a certificate of the President and the Chief
Financial Officer of Crown, dated the closing date, to that effect;
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o The absence of any change, occurrence, or circumstance, since the
date of the merger agreement, in the current or future business,
assets, liabilities, financial condition, or results of operations
of Crown and its consolidated subsidiaries having, or reasonably
likely to have, individually or in the aggregate, a material adverse
effect on the business, properties or prospects of Crown;
o The number of shares of Crown common stock for which valid notices
of the intent to exercise shareholder appraisal rights have been
provided and remain outstanding immediately prior to the
effectiveness of the merger not exceeding 5% of the issued and
outstanding Crown common stock immediately prior to the effective
time of the merger;
o Completion of the distribution of the Solitario common stock to the
shareholders of Crown in accordance with applicable United States
and Canadian securities and corporate laws in a method reasonably
satisfactory to Kinross (this condition has been satisfied);
o Crown obtaining consents from third parties necessary to consummate
the transactions contemplated hereby without material adverse effect
on the business or financial condition of Crown;
o Conversion or redemption of all of Crown's convertible notes prior
to the effective time of the merger (this condition has been
satisfied); and
o Exercise or termination of all options to purchase Crown common
stock prior to the effective time of the merger (this condition has
been satisfied).
TERMINATION AND EFFECTS OF TERMINATION
The merger agreement may be terminated, and the merger may be
abandoned, at any time before Kinross and Crown complete the merger, under the
following circumstances:
o By mutual written consent of Kinross and Crown;
o By either Kinross or Crown, if:
o the merger has not occurred by December 31, 2006, provided that
the party seeking to terminate the merger agreement for this
reason has not breached in any material respect its obligations
under the merger agreement in any manner that has contributed to
the failure of the consummation of the merger on or before the
such date;
o the existence of any law that prohibits or makes the
consummation of the merger illegal, or the entry of an order,
decree, ruling, judgment or injunction by a governmental entity
of competent jurisdiction permanently restraining, enjoining or
otherwise prohibiting the merger and such order, decree, ruling,
judgment or injunction has become final and non-appealable;
o approval of the Crown shareholders has not been obtained at the
Crown special meeting (including any adjournment or postponement
thereof), if required by applicable law, unless the failure to
obtain the approval is the result of a material breach of merger
agreement by the party seeking to terminate the merger
agreement; or
o Crown's board of directors has withdrawn its recommendation or
has recommended or entered into a definitive agreement with
respect to a superior proposal.
o By Crown, if:
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o the representations and warranties of Kinross and Crown Merger
in the merger agreement fail to be true and correct in any
material respect (or if the representation or warranty already
is qualified as to materiality, shall fail to be true and
correct as so qualified) either (x) as of the date referred to
in any representation or warranty that addresses matters as of a
particular date or (y) as to all other representations and
warranties, as of the date of determination and the failure
cannot be or has not been cured in all material respects within
ten days after Crown's written notice thereof to Kinross or
Crown Merger; or
o Kinross or Crown Merger materially breaches or materially fails
to perform its covenants and other agreements contained herein;
provided that, in each of the foregoing clauses and the breach
or failure cannot be or has not been cured in all material
respects within ten days after Crown's written notice thereof to
Kinross or Crown Merger.
o By Kinross and Crown Merger, if:
o the representations and warranties of Crown in the merger
agreement fail to be true and correct in any material respect
(or if the representation or warranty already is qualified as to
materiality, shall fail to be true and correct as so qualified)
either (1) as of the date referred to in any representation or
warranty that addresses matters as of a particular date or (2)
as to all other representations and warranties, as of the date
of determination and the failure cannot be or has not been cured
in all material respects within ten days after Kinross' written
notice thereof to Crown; or
o Crown materially breaches or materially fails to perform its
covenants and other agreements contained herein; provided that,
in each of the foregoing clauses and the breach or failure
cannot be or has not been cured in all material respects within
ten days after Kinross' written notice thereof to Crown.
If the merger agreement is terminated, all rights and obligations of
Kinross, Crown and Crown Merger under the merger agreement will terminate
without any liability of any party to any other party. However, termination of
the merger agreement will not relieve any party from liability for breach of the
merger agreement. In addition, the provisions of the agreement relating to
termination, fees and expenses (including the termination fees), confidentiality
and certain miscellaneous provisions will survive termination of the merger
agreement.
EXPENSES
Generally, all fees and expenses incurred by either party will be paid
by the party incurring the expenses, whether the merger is consummated or not.
If Crown does not complete the merger as a result of entering into any agreement
resulting from a superior proposal within six months of the date of the merger
agreement, then Crown has agreed (1) to pay to Kinross a fee of U.S. $2.0
million, and (2) reimburse Kinross for its documented, reasonable third-party,
out-of-pocket expenses in connection with the merger agreement.
ADDITIONAL AGREEMENTS
Kinross and Crown have agreed in the merger agreement to use
commercially reasonable efforts to take, or cause to be taken, all actions and
to do, or cause to be done, all things necessary, proper or advisable on its
part, to consummate and make effective the transactions contemplated by the
merger agreement at the earliest practicable date.
Crown also agreed in the merger agreement
o to use its commercially reasonable efforts to amend or redeem its
outstanding convertible notes so that, in any event, all of its
outstanding convertible notes are redeemed or are converted into
Crown common stock prior to the effective time of the merger (this
requirement has been satisfied); and
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o to provide Kinross and its representatives with full access during
normal business hours to Crown's facilities, personnel and records.
Kinross has also agreed in the merger agreement that the surviving
corporation in the merger and Kinross will assume and be jointly and severally
liable for all obligations of Crown under the indemnification provisions in
Crown's articles of incorporation and bylaws for any "proceeding" (as defined in
Crown's bylaws) that arises with respect to the former officers and directors of
Crown within six (6) years after the effective time of the merger.
AMENDMENT
The merger agreement provides that the parties may amend the merger
agreement in writing at any time prior to the effective time of the merger.
Pursuant to this provision, the merger agreement has been amended five times,
primarily to accommodate the delay in proceeding with the transaction resulting
from the restatements of Kinross' financial statements. The first amendment
extended the outside closing date from June 30, 2004 to September 30, 2004. The
second amendment extended the outside date to December 31, 2004. The third
amendment extended the outside closing date to May 31, 2005 and provided for
Kinross to purchase $1 million of the Crown common stock at $1.9545 per share,
the average closing price for the Crown common stock for the preceding 20
trading days. This resulted in the acquisition of 511,640 shares of Crown common
stock by Kinross. The shares of Crown common stock held by Kinross at the time
of the closing will be cancelled as part of the merger. The parties also agreed
that the distribution of the Solitario common stock, the conversion or
redemption of the Crown Convertible Notes, and the exercise of all Crown options
had been completed in accordance with the terms of the merger agreement and that
there had not been a failure to comply with the terms of the agreement or a
material adverse change in the business of Crown up to the date of the
amendment.
The fourth amendment extended the outside closing date to December 31,
2005 unless, prior to that date, Kinross filed its audited financial statements
for the year ended December 31, 2004, in which case the closing date was
extended to March 31, 2006. The fourth amendment changed the exchange ratio for
the acquisition from 0.2911 Kinross common shares for each share of Crown, to
0.34 Kinross common shares, subject to a valuation collar. Under the terms of
the collar, the value of shares issued by Kinross to acquire Crown could not be
less than $77.5 million or more than $110 million. Kinross agreed to purchase a
$10 million convertible debenture from Crown and consented to a $0.21 per share
dividend paid by Crown to its shareholders. The parties agreed to eliminate the
condition to closing that depended on the conclusion that the transaction would
be "tax-free" under U.S. federal tax laws. Kinross agreed to pay all invoices
for permitting costs at the Buckhorn Mountain project received by Crown after
June 1, 2005. The parties further ratified the Toll Milling Agreement and
Kinross approved the director and executive officer compensation of Crown for
2005.
In the fifth amendment, the exchange ratio was changed to 0.32 Kinross
common shares for each share of Crown common stock and the valuation collar was
removed. The parties agreed to move the outside closing date to December 31,
2006. Kinross agreed to loan Crown up to $2 million to permit it to retire a
royalty obligation to Newmont Mining Corporation by a lump sum payment, if the
merger has not closed by July 1, 2006. This loan was made July 14, 2006, and
Crown is in the process of retiring the royalty obligation. In the event the
parties amend the merger agreement following approval of the agreement by the
Crown shareholders, Crown may need to obtain further shareholder approval of
those amendments.
WAIVER
Either party may waive any failure of the other party to comply with any
provision of the merger agreement. Any waiver must be in writing and must be
signed by the party giving the waiver.
STOCKHOLDER AND VOTING AGREEMENT
On November 20, 2003, as a condition and an inducement to Kinross'
willingness to enter into the merger agreement, several directors and officers
of Crown and certain significant shareholders of Crown entered into a
stockholder and voting agreement with Kinross under which they agreed, among
other things, to vote or cause the vote of all of the shares of Crown common
stock owned by them, as set forth in the stockholder and voting agreement, as
well as any shares of Crown common stock acquired by them (i) in favor of the
adoption and
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approval of the merger, and (ii) against any proposal to acquire the stock or
assets of Crown made by any person or group other than Kinross and any other
action that is intended or could reasonably be expected to impede, interfere
with, delay or materially and adversely affect the contemplated economic
benefits to Kinross of any of the transactions contemplated by the merger
agreement or any of the other transactions contemplated by the stockholder and
voting agreement. The stockholder and voting agreement expires on the earlier of
the effective time of the merger or the termination of the merger agreement in
accordance with its terms.
Each shareholder that is a party to the stockholder and voting agreement
has appointed Kinross and its designees, individually, as the shareholder's
proxy to vote or act by written consent with respect to the shareholder's shares
of Crown common stock in the manner described above. The shareholder also
revoked all prior proxies granted with respect to the shareholders shares.
Each shareholder also agreed generally not to grant any proxies or
transfer his or its shares of Crown common stock during the term of the
stockholder and voting agreement. The Crown shareholders who entered into the
and voting agreement did not receive any additional consideration for entering
into the stockholder and voting agreement.
The following shareholders of Crown entered into the stockholder and
voting agreement: Zoloto Investors, LP, a Delaware limited partnership,
Solitario, Christopher E. Herald, Mark E. Jones, III, Brian Labadie, James R.
Maronick, and Steven A. Webster. As of June 30, 2006, 18,639,640 shares of Crown
common stock were subject to the stockholder and voting agreement, representing
approximately 40.3% of the outstanding shares of Crown common stock.
THE DISTRIBUTION AGREEMENT
On November 20, 2003, Solitario and Crown entered into a distribution
agreement with Kinross under which Solitario agreed, among other things, to file
a registration statement under the Exchange Act with the Securities and Exchange
Commission and all other necessary filings under applicable federal, state and
provincial laws of the United States and Canada to permit the distribution of
Solitario common stock by Crown to the Crown shareholders in accordance with
applicable law. Solitario further agreed to work in good faith and use its best
efforts to obtain the effectiveness of the registration statement and other
filings. Kinross and Crown agreed to cooperate in providing information required
to permit Solitario to prepare the registration statement and other filings.
On July 26, 2004, Crown completed a spin-off of Solitario's shares to
its shareholders, whereby each Crown shareholder received 0.2169 shares of
Solitario common stock for each share of Crown common stock they owned. As part
of the spin-off, Crown retained 998,306 Solitario shares for the benefit of
Crown's warrant holders who are entitled to receive these shares on exercise.
Subsequent to the spin-off, Crown distributed 962,302 of these shares on the
exercise of warrants and at December 31, 2005, had 36,004 shares left to deliver
on the exercise of currently outstanding warrants. Crown has no beneficial
ownership interest in those retained shares. On June 13, 2006, a warrant for
285,714 shares was exercised and Crown distributed an additional 32,927 Retained
Shares and has 3,077 Retained Shares at June 30, 2006. In addition, Crown
retained 92 Solitario shares, from fractional shares, which it intends to sell.
After the disposition of the Solitario shares retained for warrant holders and
fractional shares, Crown will no longer own any shares of Solitario.
Each of the parties agreed to bear its own expenses in performing their
obligations under the distribution agreement. Solitario agreed to indemnify
Crown and Kinross for certain untrue statements or omissions of material facts
in the registration statement, blue sky filings or other filings and for
violations of applicable securities laws. Crown and Kinross agreed to indemnify
Solitario for untrue statements in the registration statement to the extent the
statements were provided by Crown or Kinross.
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MARKET FOR SECURITIES
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The common shares of Kinross are listed and posted for trading on the
TSE and the NYSE. In addition, Kinross has issued warrants that are listed and
posted for trading on the TSX. The warrants are exercisable to acquire common
shares of Kinross. See "Description of Securities."
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DESCRIPTION OF SECURITIES
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KINROSS PREFERRED SHARES
As of March 31, 2006 there are no Kinross preferred shares outstanding.
KINAM CONVERTIBLE PREFERRED SHARES
The convertible preferred shares of Kinam Gold Inc. comprise 1,835,777
shares of $3.75 Series B convertible preferred stock. A summary of the terms and
provisions of the Kinam preferred shares ("Kinam Preferred Shares") is set forth
below. A subsidiary of Kinross, Kinross Gold U.S.A., Inc., holds 1,630,914 of
the issued and outstanding Kinam Preferred Shares, representing approximately
88.8% of the outstanding number of such shares.
DIVIDENDS
Annual cumulative dividends of $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. Due to low gold prices and
reduced cash flow from Kinam operations, dividend payments on these shares were
suspended in August 2000 and continue to remain suspended.
CONVERSION
The Kinam Preferred Shares are convertible into Kinross common shares at
a conversion price of $30.92 per share (equivalent to a conversion rate of
1.6171 Kinross common shares for each preferred share), 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 $52.625 per share declining rateably annually to $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. The holders
of Kinam Preferred Shares are entitled to one vote per share at meetings of the
shareholders of Kinam Gold Inc.
WARRANTS
As a result of the unit offering of Kinross, which closed on December 5,
2002, 25,000,000 common share purchase warrants of Kinross are outstanding.
Each three common share purchase warrants are exercisable on or before
5:00 p.m. (eastern standard time) on December 5, 2007, for one Kinross common
share at an exercise price of CDN $15.00. The exercise price and the number of
Kinross common shares issuable upon exercise are both subject to adjustment as
provided for in the indenture governing the warrants. The warrants will expire
and become null and void after 5:00 p.m. (eastern standard time) on December 2,
2007.
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KINROSS COMMON SHARES
Kinross has an unlimited number of common shares authorized and
346,492,373 common shares issued and outstanding as of March 31, 2006. There are
no limitations contained in the articles or bylaws of Kinross on the ability of
a person who is not a Canadian resident to hold Kinross common shares or
exercise the voting rights associated with Kinross common shares. A summary of
the rights of the Kinross common shares is set forth below.
DIVIDENDS
Holders of Kinross common shares are entitled to receive dividends when,
as and if declared by the board of directors of Kinross out of funds legally
available therefor, provided that if any Kinross preferred shares or any other
preferred shares 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 preferred shares
which are then outstanding. The OBCA provides that a corporation may not declare
or pay a dividend if there are reasonable grounds for believing that the
corporation is, or would after the payment of the dividend, be unable to pay its
liabilities as they fall due or the realizable value of its assets would thereby
be less than the aggregate of its liabilities and stated capital of all classes
of shares of its capital.
LIQUIDATION
In the event of the dissolution, liquidation, or winding up of Kinross,
holders of Kinross common shares are entitled to share rateably 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 preferred
shares then outstanding.
VOTING
Holders of Kinross common shares are entitled to one vote for each share
on all matters voted on by shareholders, including the election of directors.
SHAREHOLDER RIGHTS PLAN
In March 2006, Kinross' board of directors adopted a shareholder rights
plan. This plan was approved by the shareholders of Kinross at the annual
meeting held May 4, 2006. The principal features of this plan are summarized
below.
(i) Effective Date
The effective date of the Shareholder Rights Plan is March 29, 2006 (the
"Effective Date").
(ii) Term
Subject to the approval by shareholders of Kinross, the Rights Agreement
and the Rights issued thereunder will expire on March 29, 2009, unless otherwise
terminated in accordance with their terms.
(iii) Issue of Rights
On the Effective Date, one right (a "Right") was issued and attached to
each Kinross common share outstanding and has and will attach to each Kinross
common share subsequently issued.
(iv) Rights Exercise Privilege
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The Rights will separate from the Kinross common shares and will be
exercisable ten trading days (the "Separation Time") after a person has
acquired, or commences a take-over bid to acquire, 20% or more of the Kinross
common shares, other than by an acquisition pursuant to a take-over bid
permitted by the Shareholder Rights Plan (a "Permitted Bid"). The acquisition by
any person (an "Acquiring Person") of 20% or more of the Kinross common shares,
other than by way of a Permitted Bid, is referred to as a "Flip-in Event." Any
Rights held by an Acquiring Person will become void upon the occurrence of a
Flip-in Event. Ten trading days after the occurrence of the Flip-in Event, each
Right (other than those held by the Acquiring Person), will permit the purchase
of CDN $180 worth of Kinross common shares for CDN $90.
(v) Certificates and Transferability
Prior to the Separation Time, the Rights are evidenced by a legend
imprinted on certificates for the Kinross common shares issued from and after
the Effective Date and are not to be transferable separately from the Kinross
common shares. From and after the Separation Time, the Rights will be evidenced
by separate certificates that will be transferable and traded separately from
the Kinross common shares.
(vi) Permitted Bid Requirements
The requirements for a Permitted Bid include the following:
(A) the take-over bid must be made to all shareholders, other than the
bidder;
(B) the take-over bid must be outstanding for a minimum period of 60
days and common shares tendered pursuant to the take-over bid may not be taken
up prior to the expiry of the 60 day period and only if at such time more than
50% of the Kinross common shares held by shareholders, other than the bidder,
its affiliates and persons acting jointly or in concert and certain other
persons (the "Independent Shareholders"), have been tendered to the take-over
bid and not withdrawn;
(C) if more than 50% of the Kinross common shares held by Independent
Shareholders are tendered to the take-over bid within the 60 day period, the
bidder must make a public announcement of that fact and the take-over bid must
remain open for deposits of Kinross common shares for an additional ten days
from the date of such public announcement;
(D) the take-over bid must permit Kinross common shares to be deposited
pursuant to the take-over bid, unless such take-over bid is withdrawn, at any
time prior to the date Kinross common shares are first taken up and paid for;
and
(E) the take-over bid must provide that any Kinross common shares
deposited pursuant to the take-over bid may be withdrawn until taken up and paid
for.
The Shareholder Rights Plan also allows for a competing Permitted Bid (a
"Competing Permitted Bid") to be made while a Permitted Bid is in existence. A
Competing Permitted Bid must satisfy all the requirements of a Permitted Bid
except that it may expire on the same date as the Permitted Bid, subject to the
requirement that it be outstanding for a minimum period of 35 days.
(vii) Waiver
The board of directors, acting in good faith, may, prior to the
occurrence of a Flip-in Event, waive the application of the Shareholder Rights
Plan to a particular Flip-in Event (an "Exempt Acquisition") where the take-over
bid is made by a take-over bid circular to all the holders of Kinross common
shares. Where the board of directors exercises the waiver power for one
take-over bid, the waiver will also apply to any other take-over bid for Kinross
made by a take-over bid circular to all holders of Kinross common shares prior
to the expiry of any other bid for which the Shareholder Rights Plan has been
waived.
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(viii) Redemption
The board of directors with the approval of a majority vote of the votes
cast by shareholders (or the holders of Rights if the Separation Time has
occurred) voting in person and by proxy, at a meeting duly called for that
purpose, may redeem the Rights at $0.00001 per Kinross common share. Rights may
also be redeemed by the board of directors without such approval following
completion of a Permitted Bid, Competing Permitted Bid or Exempt Acquisition.
(ix) Amendment
The board of directors may amend the Shareholder Rights Plan with the
approval of a majority vote of the votes cast by shareholders (or the holders of
Rights if the Separation Time has occurred) voting in person and by proxy at a
meeting duly called for that purpose. The board of directors without such
approval may correct clerical or typographical errors and, subject to approval
as noted above at the next meeting of the shareholders (or holders of Rights, as
the case may be), may make amendments to the Shareholder Rights Plan to maintain
its validity due to changes in applicable legislation.
(x) Board of Directors
The Shareholder Rights Plan will not detract from or lessen the duty of
the board of directors to act honestly and in good faith with a view to the best
interests of Kinross. The board of directors, when a Permitted Bid is made, will
continue to have the duty and power to take such actions and make such
recommendations to shareholders as are considered appropriate.
(xi) Exemptions for Investment Advisors
Investment advisors (for fully managed accounts), trust companies
(acting in their capacities as trustees and administrators), statutory bodies
whose business includes the management of funds and administrators of registered
pension plans acquiring greater than 20% of the Kinross common shares are
exempted from triggering a Flip-in Event, provided that they are not making, or
are not part of a group making, a take-over bid.
TRANSFER AGENT
Computershare Investor Services, Inc. is the Transfer Agent for Kinross.
Computershare can be reached at 100 University Avenue, Toronto, Ontario, Canada
M5J 2Y1, telephone 1-800-663-9097.
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COMPARISON OF RIGHTS OF HOLDERS OF KINROSS COMMON SHARES AND
HOLDERS OF CROWN COMMON STOCK
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The WBCA, Crown's amended and restated articles of incorporation,
Crown's bylaws, and U.S. securities laws govern the rights of holders of Crown
common stock.
When the merger is effective, Crown shareholders who receive Kinross
common shares will become shareholders of Kinross Gold Corporation, which is
organized under the laws of the province of Ontario, Canada. The OBCA, Kinross'
amended and restated articles of incorporation (the "Kinross Charter"), Kinross'
bylaws, and the securities laws applicable in Canada and the United States
govern the rights of holders of Kinross common shares.
225
While the rights and privileges of shareholders of a corporation
organized under the OBCA, such as Kinross, are, in many instances, comparable to
those of shareholders of a Washington corporation such as Crown, there are
material differences. The following is a summary of material differences between
the rights of holders of Crown common stock and the holders of Kinross common
shares.
While we believe that the summary covers the material differences, it
may not cover all of the information important to you. Moreover, this summary is
not a complete discussion of the relative rights of the holders of each
company's shares and it is qualified in its entirety by reference to the WBCA
and the OBCA, applicable provisions of U.S. and Canadian securities laws, and
the respective charters and bylaws of Crown and Kinross. You should review these
documents and the other documents referred to in this section for a more
complete understanding of the differences between being a Crown shareholder and
a Kinross shareholder. Upon request, Crown will send you copies of the charters
and bylaws of Crown and Kinross.
GENERAL PROVISIONS
AUTHORIZED CAPITAL
CROWN KINROSS
AUTHORIZED: AUTHORIZED:
100,000,000 common shares, par value U.S. $0.01 per An unlimited number of common shares without
share, of which there were 46,002,239 shares nominal or par value, of which there were 346.5
outstanding as of March 31, 2006 million shares outstanding as of March 31, 2006
40,000,000 preferred shares, par value U.S. $0.01 per 384,613 convertible preferred shares without
share, of which none are outstanding. Any increase in nominal or par value, of which there were no
authorized capital stock of Crown would require shares outstanding as of March 31, 2006.
approval by Crown's shareholders. Kinross shareholders
are not required to approve issuances of Kinross'
capital stock, since Kinross has an unlimited number of
shares authorized.
NUMBER OF DIRECTORS
CROWN KINROSS
The WBCA allows a corporation to specify the number of Under the OBCA, the number of directors is set out
directors that make up a full board in its articles of in the articles of the corporation. The OBCA
incorporation or bylaws. Crown's restated articles of requires, however, that a corporation whose
incorporation provide that the corporation must have at securities are publicly traded have not fewer than
least one director. Crown's bylaws provide that the three directors, at least one-third of whom are
number of directors shall be fixed by resolution of the not officers or employees of the corporation or
board of directors. Crown currently has seven any of its affiliates. However, where the
directors. Crown has a classified board of directors. articles provide for a minimum and maximum number
of directors, the shareholders may authorize the
directors by a resolution passed by at least
two-thirds of the votes cast by shareholders who
voted in respect of the resolution, to determine
the number of directors from time to time. The
articles of Kinross provide for a minimum of
three and a maximum of 15 directors. The board
of directors of Kinross have been authorized by
a resolution to set the number of directors from
time to time and such number has currently been
set at seven. It is contemplated that Kinross
will have seven directors upon completion of the
merger. Kinross' board of directors is not
classified.
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DIRECTOR QUALIFICATIONS
CROWN KINROSS
The bylaws of Crown require its directors to be at A majority of the directors of an OBCA corporation
least 18 years old. generally must be resident Canadians and a
majority of resident Canadian directors must be
present at a meeting in order to transact
business. Certain persons are disqualified by
the OBCA from being directors, such as bankrupts
or persons under 18 years of age or of unsound
mind. The bylaws of Kinross follow the
qualifications prescribed under the OBCA.
ELECTION OF DIRECTORS BY ZOLOTO
CROWN KINROSS
Members of the board of directors of Crown are Members of the board of directors of Kinross are
elected by the holders of the Crown common stock. elected by the holders of Kinross common shares.
Crown is not a party to, or award of, any voting Kinross is not a party to, or aware of, any voting
agreement with respect to the election of directors. agreement with respect to the election of
directors.
VACANCY ON THE BOARD OF DIRECTORS
CROWN KINROSS
While the WBCA provides that board vacancies, including Generally, under the OBCA, if a vacancy occurs in
those created by increasing the number of directors, the board of directors, the remaining directors,
may be filled by a vote of the shareholders or the if constituting a quorum, may appoint a qualified
board of directors, Crown's restated articles provide person to fill the vacancy for the remainder of
that vacancies may be filled only by the board of the vacating director's term. In the absence of a
directors, acting by a majority vote, even if less than quorum, the remaining directors shall call a
a quorum. meeting of shareholders to fill the vacancy. If
the shareholders have authorized the directors by
If a vacancy was held by a director elected by one or a resolution passed by at least two-thirds of the
more classes or series of shares, only those classes or votes cast by shareholders who voted in respect of
series may fill the vacancy. If a vacancy will occur the resolution, the directors may not, between
in the future due to a director's resignation at a meetings of shareholders, appoint additional
later date, it may be filled before the vacancy occurs, directors to fill vacancies created by increasing
but the new director may not be installed until the the number of directors, if the total number of
vacancy occurs. directors would thereby exceed by more than
one-third the number of directors required to have been
elected at the last annual meeting.
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REMOVAL OF DIRECTORS
CROWN KINROSS
Crown's restated articles provide that Crown's Under the OBCA, the shareholders of a corporation
shareholders can only remove directors for cause. may, by a resolution passed by a majority of the
votes cast thereon at a meeting of shareholders
called for that purpose, remove any director
from office and may elect any qualified person
to fill the resulting vacancy for the remainder
of the removed director's term.
AMENDMENTS TO GOVERNING DOCUMENTS
CROWN KINROSS
In the case of a Washington public company, such as Under the OBCA, an amendment to a corporation's
Crown, amendments to the articles of incorporation articles of incorporation generally requires
generally must be approved by a majority of all the shareholder approval by a resolution passed by at
shares entitled to vote by each voting group that has a least two-thirds of the votes cast by shareholders
right to vote on the amendment. Crown may amend its who voted in respect of the resolution. In
bylaws by a majority vote of the board or by the addition, under the OBCA, if certain amendments to
affirmative vote of a majority of its outstanding the articles of incorporation directly or
shares. indirectly affect the rights of a particular class
or series of shares, that class or series is
The Voting Agreement requires the consent of Zoloto and entitled to vote separately on the amendment as a
Solitario for amendments to Crown's organizational class, whether or not that class or series
documents regarding the size of the board. otherwise carries the right to vote. Under the
OBCA, unless the articles of incorporation or
bylaws otherwise provide, the directors may, by
resolution, make, amend, or repeal any bylaw
that regulates the business or affairs of a
corporation. Where the directors make, amend, or
repeal a bylaw, they are required under the OBCA
to submit the bylaw, amendment, or repeal to the
shareholders at the next meeting of
shareholders, and the shareholders may confirm,
reject, or amend, the bylaw amendment or repeal.
QUORUM OF SHAREHOLDERS
CROWN KINROSS
Under the WBCA and Crown's bylaws, a majority of shares As permitted by the OBCA, the bylaws of Kinross
entitled to vote at a meeting constitutes a quorum. provide that a quorum for any meeting of
shareholders shall be at least two persons
present who are entitled to vote not less than
5% of the total number of votes entitled to be
cast at the meeting.
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SPECIAL SHAREHOLDER MEETINGS
CROWN KINROSS
Under Crown's restated articles, a special meeting The OBCA provides that shareholder meetings
may be be called only by the chairman of the board of may be called by the board of directors, and must
directors, the president, or two or more members of be called by the board of directors, when so
the board. requested by holders of not less than 5% of the
issued shares of the corporation that carry the
right to vote at the meeting sought. A court may
also order, in its discretion, the calling of a
meeting upon the application of a director or a
shareholder entitled to vote at the meeting.
SHAREHOLDER CONSENT INSTEAD OF A MEETING
CROWN KINROSS
Crown's bylaws provide that shareholder action must be Under the OBCA, shareholder action without a
taken at a duly called meeting of the shareholders. meeting may be taken by written resolution signed
by all shareholders who would be entitled to vote
thereon at a meeting.
SIGNIFICANT TRANSACTIONS
CROWN KINROSS
To engage in significant transactions, such as share Under the OBCA, extraordinary corporate actions,
exchange, merger, or sale of substantially all of a such as an amalgamation with another corporation
corporation's assets, the WBCA generally requires the (other than an amalgamation between a parent
board to recommend the actions to the shareholders for corporation and one or more of its wholly-owned
approval. Two-thirds of the shares of each voting subsidiaries or between two or more of such
group entitled to vote on the action must approve the subsidiaries), a continuance under the laws of
action, unless the articles specify a lower threshold another jurisdiction, a sale, lease or exchange of
(but not less than a majority). Crown's restated all or substantially all of the property of the
articles do not lower this threshold. corporation other than in the ordinary course of
business, and other extraordinary corporate
actions, such as the winding-up or dissolution
of the corporation, are required to be approved
by a resolution passed by at least two-thirds of
the votes cast by shareholders who voted in
respect of the resolution. A resolution to
approve an extraordinary corporate action is
also required in some cases to be approved
separately by the holders of a class or series
of shares, including a class or series that does
not otherwise carry the right to vote (generally
if such class or series is affected differently
from other shares by such action). A corporation
may also apply to a court for an order approving
an arrangement, which can be any form of
corporate reorganization, including one or more
of amendments to the articles of incorporation,
an exchange of the corporation's securities for
securities, cash or property of another
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corporation, an amalgamation, a transfer of all
or substantially all the property of the
corporation to another corporation in exchange
for securities, money or other property of such
other corporation, a liquidation or a
dissolution. The court may make such order as it
considers appropriate with respect to such
proposed arrangement.
SHAREHOLDER PROPOSALS AND ADVANCE NOTICE REQUIREMENTS
CROWN KINROSS
Crown's bylaws generally require shareholders to Under the OBCA, a shareholder entitled to vote at
submitnotice of their intent to bring business before a meeting of shareholders may submit to the
a meeting not less than 60 or more than 90 days before corporation a notice of a proposal consisting of
the scheduled annual meeting and to provide certain matters that the shareholder proposes to raise at
information in the notice. the meeting. Upon receipt of a notice of such a
proposal, a corporation that solicits proxies
Generally, under U.S. securities laws, a shareholder shall set out the proposal in the management proxy
may submit a proposal to be included in a corporation's circular and, if requested by the shareholder,
proxy statement if the shareholder: include in the management proxy circular a
statement by the shareholder of not more than 200
o owns at least 1% or $2,000 market value of the words in support of the proposal and the name and
securities entitled to be voted on the proposal; address of the shareholder. A corporation may,
within ten days after receiving a shareholder
o has owned the securities for at least one year proposal, notify the shareholder of its intention
prior to the date of the proposal; and to omit the proposal from the management proxy
circular if:
o continues to own the securities through the
date of the meeting. o the proposal is not submitted at least 60
days before the anniversary date of the
Under the U.S. securities laws, Crown may exclude a previous annual meeting or 60 days before the
shareholder proposal from its proxy statement if: date of the special meeting at which the
matter is proposed to be raised, as
o it is not a proper subject for shareholder applicable;
action under Washington law;
o it clearly appears that the proposal is
o it would, if implemented, cause a violation of submitted by the shareholder primarily for
law; the purpose of enforcing a personal claim or
redressing a personal grievance against the
o it is materially false or misleading; corporation or any of its directors, officers
or security holders, or for a purpose that is
o it relates to a personal grievance or is not related in any significant way to the
designed to further a personal interest not shared business or affairs of the corporation;
by other shareholders;
o the corporation, in the previous two
o it relates to operations of the company that years, included a proposal in a management
are immaterial; proxy circular at the request of the
shareholder and the shareholder failed to
o Crown lacks the power or authority to present the proposal at the meeting; or
implement it;
o substantially the same proposal was
o it deals with a matter relating to Crown's submitted to shareholders within the past two
ordinary business operations; years and the proposal was defeated.
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o it relates to an election for membership to
Crown's board of directors;
o it conflicts with a proposal submitted by
Crown at the same meeting;
o it has already been substantially implemented;
o it substantially duplicates a proposal of
another proponent that Crown is including in the
proxy statement;
o it deals with substantially the same subject
matter as another proposal that was included in
Crown's proxy statement for a previous meeting and
which did not receive the prescribed level of support; or
o it relates to specific amounts of cash or
shares dividends.
DISSENTERS' RIGHTS
CROWN KINROSS
Under the WBCA, a shareholder is entitled to dissent The OBCA provides that shareholders entitled to
from and, upon perfection of the shareholder's vote on certain matters are entitled to exercise
appraisal right, to obtain the fair value of his or her dissenters' rights and to be paid the fair value
shares in the event of specified corporate actions, of their shares. Such matters include the
including specified mergers, share exchanges, sales of following:
substantially all of the corporation's assets, and
certain amendments to the corporation's articles of o any amalgamation (other than with one or
incorporation if the amendment effects a redemption or more wholly-owned subsidiaries, or between
cancellation of all of the shareholder's shares in one or more such subsidiaries);
exchange for cash or other consideration other than
shares of the corporation. For a description of the o an amendment to the articles to add,
dissenters' rights of Crown common shareholders, see remove or change restrictions on the issue,
"Dissenters' Rights." transfer or ownership of shares;
o an amendment to the articles to add, remove or
change any restriction upon the business or
businesses that the corporation may carry on or
upon the powers the corporation may exercise;
o a continuance under the laws of another
jurisdiction;
o a sale, lease or exchange of all or
substantially all of the property of the
corporation other than in the ordinary course
of business;
o an arrangement proposed by the
corporation if the applicable court order
permits a shareholder to dissent in
connection with that arrangement; or
o amendments to the articles of the
corporation which require a separate vote by
class or series.
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SHAREHOLDER DERIVATIVE ACTIONS
CROWN KINROSS
Derivative actions may be brought in Washington by a Under the OBCA, a complainant (as described below
shareholder on behalf of, and for the benefit of, the for the purposes of the oppression remedy) may
corporation. The WBCA provides that a shareholder must apply to the court for leave to bring an action in
have been a shareholder of the corporation when the the name and on behalf of a corporation or any
transaction complained of occurred unless the person subsidiary, or to intervene in an existing action
became a shareholder through transfer by operation of to which any such corporation or subsidiary is a
law from one who was a shareholder at that time. The party, for the purpose of prosecuting, defending
complaint must be verified and allege with or discontinuing the action on behalf of such
particularity the demand made, if any, to obtain action corporation or subsidiary. Under the OBCA, no
by the board of directors and either that the demand action may be brought and no intervention in an
was refused or ignored or why a demand was not made. action may be made unless the complainant has
Whether or not a demand for action was made, if the given 14 days' notice to the directors of the
corporation commences an investigation of the charges corporation or its subsidiary of the complainant's
made in the demand or complaint, the court may stay any intention to apply to the court and the court is
proceeding until the investigation is completed. Once satisfied that:
such a proceeding is commenced, it may not be
discontinued or settled without the court's approval. o the directors of the corporation or its
If the court determines that a proposed discontinuance subsidiary will not bring, diligently
or settlement will substantially affect the interest of prosecute or defend or discontinue the action;
the corporation's shareholders or a class of
stockholders, the court shall direct that notice be o the complainant is acting in good faith;
given to the shareholders affected. On termination of and
the proceeding the court may require the plaintiff to
pay any defendant's reasonable expenses, including o it appears to be in the interests of the
counsel fees, incurred in defending the proceeding if corporation or its subsidiary that the action
it finds that the proceeding was commenced without be brought, prosecuted, defended or
reasonable cause. discontinued.
Under the OBCA, the court in connection with a
derivative action may make any order it thinks
fit.
OPPRESSION REMEDY
CROWN KINROSS
WBCA does not provide for a statutory oppression remedy. The OBCA allows a court to rectify unfairness to,
or oppression of, shareholders, if the court is
satisfied that:
o any act or omission of the corporation or
an affiliate effects or threatens to effect
such a result;
o the business or affairs of the
corporation or an affiliate are, have been or
are threatened to be carried on or conducted
in such a manner; or
232
o the powers of the directors of the
corporation or an affiliate are, have been or
are threatened to be exercised in such a
manner.
A complainant entitled to apply for an oppression
remedy can be:
o a present or former registered holder or
beneficial owner of securities of a
corporation or any of its affiliates; or
o any other person who, in the discretion
of the court, is a proper person to make such
an application.
PAYMENT OF DIVIDENDS
CROWN KINROSS
Under the WBCA, the corporation may make a Under the OBCA, a corporation may pay a dividend
distribution, in cash or in property, to its by issuing fully paid shares of the corporation or
shareholders upon authorization by its board of options or rights to acquire such shares. A
directors unless, after giving effect to such corporation may also pay a dividend in money or
distribution the corporation would be unable to pay its property unless there are reasonable grounds for
debts as they become due in the usual course of believing that (1) the corporation is, or would
business; or the corporation's total assets would be after the payment be, unable to pay its
less than the sum of its total liabilities, plus, liabilities as they become due; or (2) the
unless the articles of incorporation permit otherwise, realizable value of the corporation's assets would
the amount that the corporation would need, if it were thereby be less than the aggregate of its
to be dissolved at the time of the distribution, to liabilities and stated capital of all classes.
satisfy the preferential rights of shareholders whose
preferential rights are superior to those receiving the
distribution.
REPURCHASE OF SHARES
CROWN KINROSS
Under the WBCA, the corporation may acquire its own Under the OBCA, a repurchase or redemption by the
shares and shares so acquired constitute authorized but corporation of its shares, or other reduction of
unissued shares. If the articles of incorporation capital, is generally subject to solvency tests
prohibit the reissue of acquired shares, the number of similar to those applicable to the payment of
authorized shares is reduced by the number of shares dividends, as set out above for the purpose of the
acquired, effective upon amendment of the articles of payment of dividends.
incorporation. However, any repurchase of shares is
generally subject to solvency tests similar to those
applicable to the payment of dividends, as set out
above for the purpose of the payment of dividends.
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FIDUCIARY DUTIES OF DIRECTORS
CROWN KINROSS
Under the WBCA, directors owe a duty of care and a duty Pursuant to the OBCA, the duty of loyalty requires
of loyalty to the corporation and its shareholders. directors to act honestly and in good faith with a
The duty of care requires that the directors act with view to the best interests of the corporation, and
the care an ordinarily prudent person in a like the duty of care requires that the directors
position would exercise under similar circumstances. exercise the care, diligence and skill that a
They must act in an informed and deliberative manner reasonably prudent person would exercise in
and inform themselves, prior to making a business comparable circumstances.
decision, of all material information reasonably
available to them. The duty of loyalty may be
summarized as the duty to act in good faith, not out of
self-interest, and in a manner that the directors
reasonably believe to be in the best interests of the
corporation.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
CROWN KINROSS
The WBCA generally permits indemnification of a person Under the OBCA, a corporation may indemnify a
who acted in good faith and in a manner the person director or officer, a former director or officer
reasonably believed to be in, or not opposed to, the or a person who acts or acted at the corporation's
best interests of the corporation and, with respect to request as a director or officer of another
any criminal action or proceeding, had no reasonable corporation of which the corporation is or was a
cause to believe that the conduct was unlawful. shareholder or creditor, and his or her heirs and
Indemnification is permissive under Washington law, legal representatives, against all costs, charges
except that, unless limited by the articles of and expenses, including an amount paid to settle
corporation, a corporation must indemnify a present or an action or satisfy a judgment, reasonably
former officer or director who is successful on the incurred by him or her in respect of any civil,
merits or otherwise in the defense of certain specified criminal or administrative action or proceeding to
actions, suits or proceedings for expenses, including which he or she is made a party by reason of being
attorney's fees, actually and reasonably incurred in or having been a director or officer of the
connection therewith. Under the WBCA, if authorized by corporation or such other corporation, if: (1) he
the articles of incorporation, a bylaw adopted or or she acted honestly and in good faith with a
ratified by shareholders or a resolution adopted or view to the best interests of the corporation; and
ratified, before or after the event, by the (2) in the case of a criminal or administrative
shareholders, a corporation has the power to indemnify action or proceeding that is enforced by a
a director, officer or employee made a party to a monetary penalty, he or she had reasonable grounds
proceeding, or advance or reimburse expenses incurred to believe that his or her conduct was lawful.
in a proceeding, except for: Any such person is entitled to such indemnity from
the corporation if he or she was substantially
o acts or omissions of a director, officer or successful on the merits in his or her defense of
employee finally found to have engaged in the action or proceeding and fulfilled the
intentional misconduct or a knowing violation of conditions set out in (1) and (2) above. A
the law; corporation may, with the approval of a court,
also indemnify any such person in respect of an
o conduct of a director, officer or employee in action by or on behalf of the corporation or such
connection with a transaction finally found to be other corporation to procure a judgment in its
an unlawful distribution; or favor, to which such person is made a party by
reason of being or having been a director or
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o any transaction if such director, officer or officer of the corporation or such other
employee is finally found to have personally corporation, if he or she fulfills the conditions
received a benefit in money, property or services set out in (1) and (2) above. Kinross' bylaws
to which he or she was not legally entitled. require Kinross to indemnify the persons permitted
to be indemnified by the provisions of the OBCA
If the corporation indemnifies or advances expenses to summarized above and every other person who
a director in connection with a proceeding by or in the properly incurred any liability on behalf of
right of the corporation, the corporation must report Kinross or acted at Kinross' request.
the indemnification or advance in the form of a notice
to the shareholders delivered with or before the notice
of the next shareholders' meeting.
Crown's restated articles authorize the board of directors
to indemnify its directors to the fullest extent permitted
by the WBCA and to determine the terms of such
indemnification. Crown's bylaws provide mandatory
indemnification for officers and directors who are made a
party to or are involved in any threatened, pending, or
completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the
fact that he or she is or was a director or officer. Crown's
bylaws provide that the right of indemnification includes
the right to have Crown advance expenses for such
indemnifiable actions unless the board of directors adopts a
resolution expressly disapproving such advancement of
expenses. However, such advances are contingent upon the
director or officer delivering an undertaking to the
corporation to repay all amounts so advanced if it is
ultimately determined that such director or officer is not
entitled to indemnification under the bylaws or otherwise.
DIRECTOR LIABILITY
CROWN KINROSS
The WBCA allows a corporation's articles of The OBCA provides that no provision in a contract,
incorporation to limit directors' personal liability the articles of incorporation, the bylaws or a
except for: resolution relieves a director or officer from the
duty to act in accordance with the OBCA or
o acts or omissions involving intentional relieves him or her from liability for a breach
misconduct or knowing violations of the law; thereof. The bylaws of Kinross provide
protections from liability to directors, officers
o a director's assent to or vote in favor of an and, to the extent applicable, employees of
unlawful distribution; or Kinross, as long as he or she acted honestly and
in good faith with a view to the best interests of
o any transaction from which the director will Kinross.
personally receive a benefit in money, property or
services to which he or she is not legally
entitled.
Crown's restated articles limit the liability of its
directors to the extent allowed by Washington law.
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ACCESS TO CORPORATE RECORDS
CROWN KINROSS
Under the WBCA, a shareholder of a Washington Under the OBCA, shareholders, creditors, their
corporation may inspect certain corporate records upon agents and legal representatives may examine the
five business days notice to the corporation, including articles of incorporation, bylaws, minutes of
the articles of incorporation and bylaws currently in meetings and resolutions of shareholders, register
effect, the minutes and records of all shareholders' of directors and securities register of the
meetings or actions taken without a meeting for the corporation during usual business hours and take
past three years and the balance sheets and income extracts therefrom, free of charge. Shareholders
statements for the past three years. A shareholder may and others have the right to obtain a shareholder
also inspect upon five business days notice other list, upon payment of a reasonable fee, as long as
corporate records if: such list is used only in connection with an
effort to influence voting by shareholders of the
o the shareholder makes a good faith demand to corporation, an offer to acquire shares of the
inspect the records for a proper purpose; corporation or any other matter relating to the
affairs of the corporation.
o the shareholder describes with reasonable
particularity the shareholder's purpose and the
records the shareholder desires to inspect; and
o the records are directly connected with the
shareholder's purpose.
Such records include the following: excerpts from minutes of
any meeting of the board of directors, records of any action
of a committee of the board of directors, records of any
action taken by the board of directors without a meeting,
accounting records and the record of shareholders.
TRANSACTIONS WITH INTERESTED DIRECTORS
CROWN KINROSS
The WBCA permits transactions in which one or more The OBCA requires that a director or officer of a
directors have a conflicting interest if: corporation who (1) is a party to a material
contract or transaction or proposed material
o a majority, although no fewer than two, of contract or transaction with the corporation, or
qualified directors on the board, or on the (2) is a director or an officer of, or has a
committee considering the transaction, approves material interest in, any person who is a party to
the transaction; a material contract or transaction or proposed
material contract or transaction with the
o an affirmative vote of a majority of all corporation shall disclose in writing to the
qualified shares approves the transaction; or corporation or request to have entered in the
minutes of meetings of directors the nature and
o at the time of commitment, the transaction was extent of his or her interest. An interested
fair to the corporation. director is prohibited from voting on a resolution
to approve the contract or transaction except in
Such vote must occur after the directors have received certain circumstances, such as a contract or
disclosure of the conflicting interest, with certain transaction relating primarily to his or her
limited exceptions, or the vote will be invalid. remuneration, a contract or transaction for
Further, a committee vote is valid only if all members indemnification or liability insurance of the
of the committee are qualified directors and either: director, or a contract or transaction with an
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affiliate of the corporation. If a director or
o consist of all the qualified directors on the officer has disclosed his or her interest in
board; or accordance with the OBCA and the contract or
transaction was reasonable and fair to the
o were appointed by affirmative vote of a corporation at the time it was approved, the
majority of the board's qualified directors. director or officer is not accountable to the
corporation or its shareholders for any profit or
A director is a "qualified director" if he or she has gain realized from the contract or transaction and
neither: the contract or transaction is neither void nor
voidable by reason only of the interest of the
o a conflicting interest regarding the director or officer or that the director is
transaction; nor present at or is counted to determine the presence
of a quorum at the meeting of directors that
o any familial, financial, professional or authorized the contract or transaction. The OBCA
employment relationship with a second director who further provides that even if a director or
does have a conflicting interest, if the officer does not disclose his or her interest in
relationship would reasonably be expected to exert accordance with the OBCA, or (in the case of a
influence on the first director's judgment in director) votes in respect of a resolution on a
voting on the transaction. contract or transaction in which he or she is
interested contrary to the OBCA, if the director
Qualified shares are defined generally as shares other or officer acted honestly and in good faith and
than those beneficially owned, or the voting of which the contract or transaction was reasonable and
is controlled, by a director who has a conflicting fair to the corporation at the time it was
interest regarding the transaction. approved, the director or officer is not
accountable to the corporation or to its
shareholders for any profit or gain realized from
the contract or transaction by reason only of his or
her holding the office of director or officer and
the contract or transaction is not by reason only of
the director's or officer's interest therein void or
voidable, if the contract or transaction has been
confirmed or approved by the shareholders by a
resolution passed by at least two-thirds of the
votes cast by shareholders who voted in respect of
the resolution, on the basis of disclosure in
reasonable detail of the nature and extent of the
director's or officer's interest in the notice of
meeting or management proxy circular.
ANTI-TAKEOVER PROVISIONS AND INTERESTED SHAREHOLDER TRANSACTIONS
CROWN KINROSS
The WBCA prohibits a target corporation, with certain The OBCA does not contain a provision comparable
exceptions, from engaging in certain significant to the WBCA with respect to business
business transactions with a person or group of persons combinations. However, Canadian securities
beneficially owning 10% or more of the target regulators have adopted requirements in connection
corporation's voting securities for a period of five with related party transactions, such as Rule
years after the acquisition unless a majority of the 61-501 of the Ontario Securities Commission. A
members of the target corporation's board of directors related party transaction generally includes any
approve the transaction or share acquisition prior to transaction by which an issuer, directly or
the acquisition date. Significant business indirectly, acquires an asset, or subscribes for a
transactions include, among others: security, from a related party, or transfers an
asset or issues a security to a related party,
o mergers or consolidations with, dispositions assumes or forgives a liability of a related
of assets to, or issuances or redemptions of party, by any means in any one or any combination
shares to or from, the acquiring person; of transactions. "Related party" is defined to
include, in relation to the issuer or a related
237
o termination of 5% or more of the target party involved in the transaction, directors,
corporation's employees employed in Washington senior officers and holders of securities
State, occurring as a result of the acquiring sufficient to affect materially the control of the
person's acquisition of 10% or more of the shares; issuer or of such other party, or persons
or beneficially owning or exercising control or
direction over more than 10% of the voting
o allowing the acquiring person to receive any securities of the issuer or of such other party.
disproportionate benefit as a shareholder.
Rule 61-501 requires more detailed disclosure in
Target corporations include all domestic corporations the proxy material sent to security holders in
with principal executive offices in Washington and connection with a related party transaction and,
either a majority or more than 1,000 of their employees subject to certain exemptions, the preparation by
reside in Washington. an independent value of a formal valuation of the
subject matter of the related party transaction
Crown's bylaws provide that Crown's board may consider and any non-cash consideration offered therefore
the interests of other constituencies in evaluating an and the inclusion of a summary of the valuation in
unsolicited bid. This allows a board to defend against the proxy material. It also requires, subject to
an unsolicited bid. The WBCA also provides that the certain exemptions, that the shareholders of the
board of directors, when evaluating an offer to effect issuer, other than related parties, separately
a merger, may consider the extent to which such offer approve the transaction, by either a simple
furthers the purposes of Crown and the social, legal, majority or two-thirds of the votes cast,
economic or other effects of such offer upon employees, depending on the circumstances.
customers, suppliers and other constituencies of Crown,
the community and all other relevant factors. These requirements of Canadian securities
regulators provide, in addition to specified
Any shareholder attempting to gain control of Crown's exemptions in certain circumstances, for
board would, therefore, be prevented from doing so at discretion to be exercised by such regulators to
one annual meeting, unless such shareholder had the exempt parties from some or all of such
ability to remove the classification requirement set requirements, with or without conditions, where
forth in Crown's restated articles. such regulators consider it to be consistent with
the public interest to do so. In general,
these requirements of Canadian securities
laws are administered and enforced by
securities regulators rather than by the
courts and the basis upon which such
regulators take jurisdiction over a matter
and the remedies that may be available
differ significantly from those applicable
to requirements of corporate law contained
in the OBCA.
Kinross has adopted a shareholder rights
plan, which, after certain acquisitions of
20% or more of Kinross' outstanding shares
or the commencement of a take-over bid,
provides that holders of Kinross common
shares (except for such acquirers) may
purchase CDN $180 of Kinross common shares
for CDN $90. A description of Kinross'
shareholder rights plan is included under
the caption "Description of Securities"
beginning on page 221.
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TAX CONSEQUENCES
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UNITED STATES FEDERAL TAX CONSEQUENCES
GENERAL
The following discussion represents the opinion of Parr Waddoups Brown
Gee & Loveless, A Professional Corporation, regarding the material United States
("U.S.") federal income tax consequences generally applicable to Crown
shareholders and Crown warrant holders who exchange their Crown common stock and
warrants for Kinross common shares pursuant to the merger, and of holding and
subsequently disposing of Kinross common shares. This opinion is based upon the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations
promulgated thereunder, the Canada-United States Income Tax Convention (1980)
(the "Treaty"), administrative rulings, and judicial decisions currently in
effect, all of which are subject to change, possibly on a retroactive basis, and
on certain factual representations made by Kinross, Crown Merger, and Crown. Any
change in currently applicable law, which may or may not be retroactive, could
affect the continuing validity of the opinion, as to the material U.S. federal
income tax consequences of the merger. Each Crown shareholder and warrant holder
should be aware that neither the Internal Revenue Service (the "IRS") nor any
court is bound by the opinion of Parr Waddoups Brown Gee & Loveless, A
Professional Corporation, or the interpretations of the Code and the regulations
set forth below. This opinion is also based upon, among other things, certain
factual assumptions and representations by Kinross, Crown Merger, and Crown (the
"Factual Representations") and customary for similar transactions, including an
assumption based in part upon an independent appraisal that the value of the
shares of common stock of Solitario Resources Corporation distributed
preliminary to the merger was and is less than 10% of the fair market value of
Crown's net assets at the time of the merger. If any of those Factual
Representations is or becomes inaccurate, this opinion may not be an appropriate
basis for your tax position or the preparation of your tax return. This opinion
will not be binding on the Internal Revenue Service (the "IRS") or the courts.
The opinion of Parr Waddoups Brown Gee & Loveless, A Professional
Corporation, assumes that Crown shareholders and warrant holders hold their
Crown common stock and Crown warrants, as applicable, as capital assets within
the meaning of Section 1221 of the Code, and will hold any Kinross common shares
as capital assets. Further, the opinion does not address all aspects of U.S.
federal income taxation that may be relevant to a particular shareholder or
warrant holder in light of his or her personal investment circumstances or to
persons subject to special treatment under U.S. federal income tax laws such as
insurance companies, tax-exempt organizations, dealers in securities or foreign
currency, banks, trusts, persons that hold their Crown common stock as part of a
straddle, a hedge against currency risk, a constructive sale or conversion
transaction, persons that have a functional currency other than the U.S. dollar,
investors in pass-through entities, shareholders who acquired their Crown common
stock through the exercise of options or otherwise as compensation or through a
tax-qualified retirement plan, holders of options granted under any Crown
benefit plan or persons that, as a result of the merger, will own, directly or
indirectly, at least 10% of the total combined voting power of Kinross.
Furthermore, the opinion and this discussion do not consider the potential
effects of any state, local or foreign tax laws.
NEITHER KINROSS NOR CROWN HAS REQUESTED A RULING FROM THE IRS WITH
RESPECT TO ANY OF THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER OR OF
OWNING AND DISPOSING OF KINROSS COMMON SHARES AND, AS A RESULT, THERE CAN BE NO
ASSURANCE THAT THE IRS WILL NOT DISAGREE WITH OR CHALLENGE ANY OF THE
CONCLUSIONS SET FORTH HEREIN.
As used herein, the term "U.S. Holder" means a beneficial owner of Crown
common stock, Crown warrants, or Kinross common shares, as applicable, that is,
for U.S. federal income tax purposes: (i) an individual who is a U.S. citizen or
resident, (ii) a corporation or other entity created or organized in or under
the laws of the U.S. or any state or political subdivision thereof, (iii) an
estate whose income is subject to U.S. federal income taxation regardless of its
source or (iv) a trust if (A) a court within the U.S. is able to exercise
primary supervision
239
over the administration of the trust and if one or more U.S. persons have the
authority to control all substantial decisions of the trust, or (B) the trust
was in existence on August 20, 1996, was treated as a U.S. person under the tax
law in effect immediately prior to that date, and has validly elected to
continue to be treated as a U.S. person after that date. The term "Non-U.S.
Holder" means a beneficial owner of Crown common stock, Crown warrants, or
Kinross common shares, as applicable, that is not, for U.S. federal income tax
purposes, a U.S. Holder.
If a partnership (or other entity treated as a partnership for U.S. tax
purposes) holds the shares or warrants in question, 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 and Non-U.S. Holder is urged to consult his own tax
advisor concerning the specific U.S. and Canadian federal, state, and local tax
consequences of the merger and the ownership and disposition of Kinross common
shares received in the merger in light of their particular situations as well as
any consequences arising under the laws of any other taxing jurisdiction.
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER
The following represents the opinion of Parr Waddoups Brown Gee &
Loveless, A Professional Corporation, as to the anticipated material U.S.
federal income tax consequences to Crown shareholders and warrant holders of the
merger, and of owning and disposing of Kinross common shares. Subject to the
foregoing and assuming the merger is consummated in accordance with the terms of
the merger agreement and as described therein, and that the Factual
Representations made by Kinross, Crown Merger, and Crown are accurate in all
respects for U.S. federal income tax purposes:
(a) The merger will constitute a "reorganization" within the meaning of
Section 368(a) of the Code, and Kinross, Crown Merger, and Crown will each be a
party to that reorganization within the meaning of Section 368(b);
(b) No gain or loss will be recognized by Kinross or Crown as a result
of the merger (other than gain or loss recognized by Crown on the distribution
of shares of Solitario common stock in connection with the merger);
(c) No gain or loss will be recognized by the holder of Crown common
stock or warrants, as applicable, on the conversion of such holder's Crown
common stock or warrant, as applicable, into Kinross common shares (except with
respect to cash, if any, received in lieu of fractional shares of Kinross common
shares) unless such holder is a U.S. Holder that owns, directly or indirectly,
5% or more of the Kinross common shares measured by either voting rights or
value, immediately after the merger and fails to enter into gain recognition
agreements with the IRS as required under Section 367 of the Code and Treasury
Regulations promulgated thereunder, in which case gain (but not loss) would be
recognized;
(d) The aggregate tax basis of the Kinross common shares received in the
merger (including any fractional interest) by a holder of Crown common stock or
warrants will be the same as the aggregate tax basis of such holder's Crown
common stock or warrants, as applicable, exchanged therefore, decreased by any
cash received by holders in the merger transaction and increased by any gain
recognized in the merger transaction by holders (see (f) and (g) below);
(e) The holding period of Kinross common shares received in the merger
by a holder of Crown common stock will include the holding period of such
holder's Crown common stock provided such common stock was held as capital
assets by the holder at the effective time of the merger; and
(f) A holder of Crown common stock or warrants, as applicable, who
receives cash in lieu of a fractional share of Kinross common shares will
recognize gain or loss equal to the difference, if any, between such holder's
basis in the fractional share (determined under clause (d) above) and the amount
of cash received.
240
(g) A holder of Crown common stock or warrants, as applicable, who
received cash in the Special Distribution of funds provided by Kinross through
the sale of the Debenture or who otherwise receives cash attributable to any
investment made by Kinross in Crown preliminary to the merger will recognize
gain equal to the lesser of: (i) the amount of cash so received; or (ii) the
excess of the amount of cash so received plus the value of Kinross common stock
received over the holder's basis in his Crown common stock or warrants.
If, contrary to the above opinion, the merger does not qualify as a
reorganization within the meaning of Section 368(a) of the Code, U.S. Holders of
Crown common stock or warrants will recognize gain or loss equal to the
difference between such holder's basis in the shares or warrants and the fair
market value of the Kinross common shares and any cash consideration (including
cash in lieu of fractional Kinross common shares and cash received in the
Special Distribution) received. Furthermore, if the failure to qualify the
merger under Section 368(a) of the Code arose solely from the failure to meet
the requirements of Section 367 of the Code, U.S. Holders of Crown common stock
or warrants would recognize gain, but not loss, on the merger. The U.S. federal
income tax consequences described in this paragraph could occur notwithstanding
the above opinion to the contrary.
WITHHOLDING WITH RESPECT TO CASH PAID IN LIEU OF FRACTIONAL KINROSS SHARES
Certain Crown shareholders and warrant holders may be subject to U.S.
withholding on cash payments received in lieu of fractional Kinross common
shares. Withholding will not apply, however, to a Crown shareholder or warrant
holder who (i) furnishes a correct taxpayer identification number and certifies
that he or she is not subject to backup withholding on the substitute Form W-9
(or successor form) included in the letter of transmittal to be delivered to
Crown shareholders and warrant holders following the consummation of the merger,
(ii) provides a certification of foreign status on Form W-8 (or successor form)
or (iii) is otherwise exempt from withholding.
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS OWNING AND
DISPOSING OF KINROSS COMMON SHARES
The following discussion summarizes the material U.S. federal income tax
consequences to a U.S. Holder of owning and disposing of Kinross common shares.
This discussion assumes that each such U.S. Holder will be a "resident" of the
U.S. within the meaning of the Treaty who is eligible for benefits under the
Treaty and is limited as described under "United States Federal Tax
Consequences--General" above. 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 U.S. federal income tax
consequences arising from ownership of Kinross common shares. The discussion
that follows is not intended to apply to or be used by Non-U.S. Holders. All
persons, whether U.S. Holders of Non-U.S. Holders, are advised to consult with
their own tax advisors concerning the specific Canadian and U.S. federal, state,
and local tax consequences of the ownership and disposition of Kinross common
shares in light of their particular situations as well as any consequences
arising under the laws of any other taxing jurisdiction.
TAXATION OF DIVIDENDS ON KINROSS COMMON SHARES
Subject to the discussion under "Passive Foreign Investment Company
Considerations" below, the gross amount of any distribution of cash (including
any amounts withheld in respect of Canadian withholding tax, as discussed below)
with respect to Kinross common shares held by a U.S. Holder will be includable
in income by that U.S. Holder as a taxable dividend to the extent of Kinross'
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) the U.S. Holder,
and will be characterized as ordinary income for U.S. federal income tax
purposes. The dividend income will not be eligible for the dividends received
deduction allowed to corporations.
Under legislation effective through December 31, 2010, dividend income
received by an individual from a corporation organized in the U.S. or from a
"qualified foreign corporation" is eligible for taxation at the reduced rates
imposed on long-term capital gains recognized by individuals. A corporation
organized outside the U.S. is a "qualified
241
foreign corporation" if it is not a passive foreign investment company ("PFIC,"
as described below), and if either (i) the foreign corporation is eligible for
the benefits of a comprehensive income tax treaty with the U.S. determined to be
satisfactory to the U.S. Department of Treasury (which includes the Treaty as
currently in effect), or (ii) the foreign corporation's stock with respect to
which a dividend is paid is readily tradable on an established securities market
within the U.S. Because of uncertainty regarding Kinross' status as a PFIC (see
below), no assurance can be given that Kinross is or will become a "qualified
foreign corporation."
Distributions in excess of Kinross' current accumulated earnings and
profits, as determined under U.S. federal tax law, will be treated as (i) a
tax-free return of capital to the extent of a U.S. Holder's adjusted tax basis
in its Kinross common shares (reducing such adjusted basis, but not below zero),
and (ii) thereafter as gain from a sale or exchange of such Kinross common
shares. If the distribution is paid in Canadian currency, the amount includable
in the U.S. Holder's income will be the U.S. dollar value of the Canadian
currency, based on the prevailing U.S. dollar/Canadian dollar exchange rate on
the date of receipt, 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 includable in
income to the date the foreign currency is converted into U.S. dollars will
generally be treated as ordinary income or loss. If Canadian withholding taxes
are imposed with respect to such dividend, a U.S. Holder 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 a U.S. Holder's gross income will be greater than the amount of cash
actually received with respect to such dividend income.
A dividend distribution generally will be treated as foreign source
income and generally will be classified as "passive income" or "financial
services income," depending on the U.S. Holder's states, for U.S. foreign tax
credit purposes. A U.S. Holder may be able, subject to certain generally
applicable limitations, to claim a United States foreign tax credit or a
deduction for any Canadian withholding taxes imposed on dividend payments. The
rules relating to the determination of the U.S. foreign tax credit are complex,
and the calculation of U.S. foreign tax credits and, in the case of a U.S.
Holder that elects to deduct foreign taxes in lieu of claiming a U.S. foreign
tax credit, the availability of deductions, involve the application of rules
that depend on a U.S. Holder's particular circumstances. U.S. Holders are urged
to consult their own tax advisor regarding the application of the U.S. foreign
tax credit rules to dividend income on the Kinross common shares.
TAXATION ON SALE OR EXCHANGE OF KINROSS COMMON SHARES
Upon the sale, redemption or other disposition of Kinross common shares,
a U.S. Holder generally will recognize gain or loss equal to the difference
between the amount realized and its adjusted tax basis in the Kinross common
shares. 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 Kinross
common shares 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 Kinross common shares will be a capital gain or loss. In the case of
non-corporate U.S. Holders, including individuals, 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
U.S.-source gain, a U.S. Holder might not be able to use the credit otherwise
available. Any loss recognized generally will be allocated to reduce United
States-source income. U.S. Holders are urged to consult their tax advisors
regarding the U.S. foreign tax credit implications of the sale, redemption or
other disposition of Kinross common shares.
PASSIVE FOREIGN INVESTMENT COMPANY CONSIDERATIONS
242
A foreign corporation is considered to be a PFIC if, with respect to a
taxable year, (i) at least 75% of its gross income is "passive income" (the
"income test") or (ii) the average value of its assets held during its taxable
year (measured at the end of each quarter) that produce or are held for the
production of "passive income" is at least 50% (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 publicly
traded 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.
The determination of whether or not Kinross is a PFIC is a factual
determination that can only be made annually after the close of each taxable
year and must take into account the activities, income and assets of Kinross and
each of Kinross' subsidiaries. Kinross has not definitively determined whether
it was a PFIC during its tax year ended December 31, 2005, and it cannot at
present be determined with certainty whether Kinross will be a PFIC in its
current taxable year ending December 31, 2006, or in any future taxable year.
This determination will depend on the various sources of Kinross' income and
whether the commodities exception is satisfied. In addition, this determination
will depend on the relative values of Kinross' 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 Kinross 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 Kinross is or 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 Kinross common shares. If
Kinross is or becomes a PFIC in any taxable year in a U.S. Holder's holding
period, it generally will remain a PFIC for all subsequent taxable years with
respect to that U.S. Holder.
In general, if Kinross were a PFIC:
(a) Any distribution made by Kinross during a taxable year to a U.S.
Holder with respect to the Kinross common shares that was an "excess
distribution" (defined generally as the excess of the amount received with
respect to the Kinross common shares in any taxable year over 125% of the
average amount received in the three previous taxable years or, if shorter, the
U.S. Holder's holding period before the taxable year) would be allocated ratably
to each day of the U.S. Holder's holding period. The amount allocated to the
current taxable year would be included as ordinary income for that year. The
amount allocated to each prior PFIC year in the U.S. Holder's holding period
generally would be taxed as ordinary income at the highest rate in effect for
that U.S. Holder in that prior year and such tax would 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) Dividends paid to individual U.S. Holders would not qualify for
reduced long-term capital gains rates.
(c) The entire amount of any gain realized upon the sale or other
disposition of Kinross common shares (generally including any disposition
otherwise treated as tax-free and the use of Kinross common shares as
243
security for an obligation) that was held during more than one taxable year
would be treated as an excess distribution made in the year of sale or other
disposition and, as a consequence, would be treated as ordinary income (rather
than capital gain), and to the extent allocated to PFIC years in the U.S.
Holder's holding period prior to the year of sale or other disposition, would 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. Holder 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. Holder
generally would 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 the U.S. Holder's 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 available 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 Kinross 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 the U.S. federal income tax return a completed Form 8621 in each year
that shares are owned in the PFIC.
U.S. INFORMATION REPORTING AND BACKUP WITHHOLDING
Payments of dividends on and proceeds from the sale or other disposition
of the Kinross common shares may be subject to information reporting to the IRS
and backup withholding at a current rate of 28% 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.
Holders who are required to establish their exempt status generally must provide
IRS Form W-9 (Request for Taxpayer Identification Number and Certification).
Persons in doubt as to the necessity of furnishing this form are urged to
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. Holder status
(generally on IRS Form W-8BEN) in connection with payments received in the U.S.
or through certain U.S.-related financial intermediaries.
Amounts withheld as backup withholding may be credited against a U.S.
Holder's federal income tax liability. A U.S. 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.
CANADIAN FEDERAL TAX CONSEQUENCES
The following discussion represents the opinion of Cassels Brock &
Blackwell LLP with regard to the material Canadian federal income tax
considerations generally applicable to Crown shareholders and warrant holders
who exchange their Crown common stock and warrants for Kinross common shares
pursuant to the merger and of holding and subsequently disposing of Kinross
common shares. The opinion applies to shareholders and warrant holders who, for
the purposes of the Income Tax Act (Canada) (the "Canadian Tax Act"): (i) deal
at arm's length and are not affiliated with Kinross and Crown; (ii) are not
"financial institutions" for purposes of the mark-to-market rules; (iii) are not
"specified financial institutions"; and (iv) hold their Crown common stock and
warrants and will hold their Kinross common shares as capital property.
This opinion is based upon the current provisions of the Canadian Tax
Act and the regulations thereunder (the "Regulations") in force as of the date
hereof, all specific proposals (the "Proposed Amendments") to amend the Canadian
Tax Act or the Regulations that have been publicly announced by, or on behalf
of, the Minister of Finance (Canada) prior to the date hereof, the current
provisions of the Treaty and counsel's understanding of the
244
current published administrative and assessing practices of the Canada Revenue
Agency (the "CRA"). No assurance can be given that the Proposed Amendments will
be enacted in their current proposed form if at all; however, the Canadian
federal income tax considerations generally applicable to holders with respect
to the merger will not be different in a material adverse way if the Proposed
Amendments are not enacted. This opinion does not take into account or
anticipate any other changes to the law, whether by legislative, governmental or
judicial decision or action, nor does it take into account provincial,
territorial or foreign income tax legislation or considerations, which may
differ from the Canadian federal income tax considerations.
This opinion is not exhaustive of all possible Canadian federal income
tax considerations and is not intended to be, nor should it be construed to be,
legal or tax advice to any particular holder. Therefore, holders are urged to
consult their own tax advisors with respect to their particular circumstances.
U.S. SHAREHOLDERS AND WARRANT HOLDERS
This description is generally applicable to Crown shareholders and
warrant holders who, for the purposes of the Canadian Tax Act, (i) have not been
and will not be deemed to be resident in Canada at any time while they hold
Crown common stock, warrants, or Kinross common shares; and (ii) do not use or
hold the Crown common stock, warrants, or Kinross common shares in carrying on a
business in Canada; and who, for purposes of the Treaty, are residents of the
United States ("U.S. Holders"). Special rules, which are not discussed below,
may apply to a U.S. Holder that is an insurer carrying on business in Canada and
elsewhere.
A U.S. Holder will not be subject to tax under the Canadian Tax Act in
respect of any capital gain arising on the exchange of Crown common stock or
warrants for Kinross common shares or cash in lieu of a fractional Kinross
common share as a result of the merger. Similarly, a U.S. Holder will not be
subject to tax under the Canadian Tax Act in respect of any capital gain arising
on a disposition of Kinross common shares provided that (i) the Kinross common
shares are listed on a prescribed stock exchange (which includes the TSX) for
the purposes of the Canadian Tax Act at the time of disposition; and (ii) at no
time during the 60 month period immediately preceding the disposition of the
Kinross common shares were 25% or more of the issued shares of any class or
series of the capital stock of Kinross owned by the U.S. Holder, by persons with
whom the U.S. Holder did not deal at arm's length, or by the U.S. Holder
together with such persons.
Dividends paid or credited or deemed under the Canadian Tax Act to be
paid or credited to a U.S. Holder on the Kinross common shares will generally be
subject to Canadian withholding tax at the rate of 15%. This rate is reduced to
5% in the case of a U.S. Holder that is a company that owns at least 10% of the
voting stock of Kinross.
CANADIAN SHAREHOLDERS AND WARRANT HOLDERS
This description is generally applicable to Crown shareholders and
warrant holders, who, for the purposes of the Canadian Tax Act, are or are
deemed to be resident in Canada and for whom Crown is not a "foreign affiliate"
("Canadian Holders").
A Canadian Holder whose Crown common stock or warrants are exchanged for
Kinross common shares as a result of the merger will realize a capital gain (or
capital loss) equal to the amount by which the proceeds of disposition received
for such Crown common stock or warrants, net of any reasonable costs of
disposition, are greater (or less) than the adjusted cost base to the Canadian
Holder of such Crown common stock or warrants, respectively. For this purpose,
the proceeds of disposition will be equal to the fair market value of the
Kinross common shares received by a Canadian Holder as a result of the merger
plus the amount of any cash received in lieu of a fractional Kinross common
share.
Dividends on Kinross common shares received by a Canadian Holder who is
an individual will be included in the individual's income and will be subject to
the gross-up and dividend tax credit rules normally applicable under the
Canadian Tax Act to taxable dividends received from taxable Canadian
corporations. Dividends on Kinross common shares received by a Canadian Holder
that is a corporation will be included in computing its income and generally
will be deductible in computing its taxable income.
245
A Canadian Holder that is a private corporation or a subject corporation
(as defined in the Canadian Tax Act) will generally be liable to pay a
refundable tax under Part IV of the Canadian Tax Act at the rate of 33-1/3% on
dividends received on the Kinross common shares to the extent that such
dividends are deductible in computing taxable income.
A disposition or deemed disposition by a Canadian Holder of Kinross
common shares will generally give rise to a capital gain (or capital loss) equal
to the amount by which the proceeds of disposition, net of any reasonable costs
of disposition, are greater (or less) than the holder's adjusted cost base of
the Kinross common shares. In this regard the cost to the holder of a Kinross
common share acquired pursuant to the merger will equal the fair market value of
the Kinross common shares received by a Canadian Holder as a result of the
merger and will be averaged with the adjusted cost base of any other Kinross
common shares then owned by such holder as capital property for purposes of
determining the holder's adjusted cost base of such Kinross common shares.
Where a corporate Canadian Holder disposes of Kinross common shares, the
amount of any capital loss will be reduced by dividends received on such Kinross
common shares to the extent and under the circumstances provided in the Canadian
Tax Act. Similar rules may apply where a Canadian Holder that is a corporation
is a member of a partnership or beneficiary of a trust that owns such shares or
where a trust or partnership of which a corporation is a beneficiary or a member
is a member of a partnership or a beneficiary of a trust that owns any such
shares.
One-half of any capital gain will be a taxable capital gain and will be
included in income and one-half of any capital loss will be an allowable capital
loss. Allowable capital losses may generally be deducted against taxable capital
gains realized in the year of disposition, the three preceding taxation years or
future taxation years, subject to and in accordance with the rules contained in
the Canadian Tax Act.
Certain corporations may be liable to pay an additional refundable tax
of 6-2/3% on their "aggregate investment income," which is defined by the
Canadian Tax Act to include an amount in respect of taxable capital gains. This
tax generally will be refunded to a corporate holder at the rate of $1 for every
$3 of taxable dividends paid while it is a private corporation.
Individuals (other than certain trusts) may be subject to alternative
minimum tax in respect of realized capital gains.
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EXPERTS
--------------------------------------------------------------------------------
The consolidated financial statements of Kinross Gold Corporation and
Subsidiaries as of December 31, 2005, and for the year then ended included in
this Proxy Statement/Prospectus have been audited by KPMG LLP, an Independent
Registered Public Accounting Firm, as stated in their report appearing herein,
and have been included herein in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
The consolidated financial statements of Kinross Gold Corporation and
Subsidiaries as of December 31, 2004 and for the years ended December 31, 2004
and 2003, included in this Proxy Statement/Prospectus have been audited by
Deloitte & Touche LLP, Independent Registered Chartered Accountants, as stated
in their report appearing herein (which audit report expresses an unqualified
opinion and includes explanatory paragraphs relating to the restatement of the
financial statements and our consideration of internal controls over financial
reporting and includes a separate report titled "Comments by Independent
Registered Chartered Accountants on Canada-United States of America Reporting
Difference" relating to the adoption of new accounting standards), and have been
included herein in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
246
The consolidated financial statements of Crown Resources Corporation and
subsidiaries as of December 31, 2005 and the year then ended included in this
Proxy Statement/Prospectus have been audited by Ehrhardt Keefe Steiner & Hottman
P.C. an Independent Registered Public Accounting Firm as stated in their report
appearing herein, and have been so included in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements of Crown Resources Corporation and
subsidiaries as of December 31, 2004 and for the years ended December 31, 2004
and 2003 included in this Proxy Statement/Prospectus have been audited by
Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, as
stated in their report appearing herein (which report expresses an unqualified
opinion and includes an explanatory paragraph relating to the restatement of the
financial statements), and have been so included in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.
Rodney Cooper is the qualified person under National Instrument 43-101
of the Canadian Securities Administrators, who supervised the preparation of
Kinross' mineral reserve and mineral resource estimates as at December 31, 2005.
Mr. Cooper was at the time an officer of Kinross. Wesley Hanson is the qualified
person under National Instrument 43-101 of the Canadian Securities
Administrators, who authored the technical report for the Paracatu property. Mr.
Hanson is an officer of Kinross.
Messrs. Cooper and Hanson beneficially owned, directly or indirectly,
less than 1% of any class of shares of Kinross' outstanding shares at the time
of the preparation of the reserve and resource estimates and of the Paracatu and
Round Mountain technical reports.
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VALIDITY OF KINROSS COMMON SHARES
--------------------------------------------------------------------------------
The validity of the Kinross common shares offered hereby under the laws
of the Province of Ontario will be passed upon for Kinross by Cassels Brock &
Blackwell LLP. Cassels Brock & Blackwell LLP has also delivered an opinion
concerning the material Canadian federal income tax consequences of the merger.
Parr Waddoups Brown Gee & Loveless has delivered an opinion concerning the
material United States federal income tax consequences of the merger.
--------------------------------------------------------------------------------
WHERE YOU CAN FIND MORE INFORMATION
--------------------------------------------------------------------------------
You may read and copy any document filed by Kinross or Crown with the
SEC at the SEC's Public Reference Room located at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room. Filings with the SEC are also
available to the public from the SEC's website at HTTP://WWW.SEC.GOV.
The following documents have been filed by Kinross since the end of its
last fiscal year. These documents are not incorporated by reference into the
Proxy Statement/Prospectus, but are available upon request from Kinross:
Kinross' Annual Report on Form 40-F for the fiscal year ended December
31, 2005, dated March 30, 2006; and
Kinross' reports on Form 6-K dated June 21, 2006; June 1, 2006; May 10,
2006; May 5, 2006; May 5, 2006; April 12, 2006; April 3, 2006; April 3, 2006;
March 31, 2006; March 29, 2006; February 27, 2006; February 21, 2006; February
21, 2006; February 16, 2006; February 15, 2006; February 13, 2006; February 3,
2006; January 23, 2006; January 9, 2006; and January 4, 2006.
247
The description of Kinross' Common Shares, no par value, contained in
Kinross' Registration Statement on Form 8-A12B, filed on January 29, 2003, under
the Securities Exchange Act of 1934, as amended.
Kinross has filed a registration statement (File No. 333-111516) on Form
F-4 with the Securities and Exchange Commission (the "SEC"). This Proxy
Statement/Prospectus, which is a part of that registration statement, does not
contain all of the information included in the registration statement. You
should refer to the registration statement and its exhibits for additional
information. With respect to references made in this document to any contract,
agreement, or other document, such references are not necessarily complete and
you should refer to the exhibits attached to the registration statement for
copies of the actual contract, agreement, or other document.
The following documents were filed by Crown with the SEC. The documents
are not incorporated by reference into this Proxy/Statement Prospectus, but are
available upon request from Crown:
Interim report on Form 8-K filed March 2, 2006.
Quarterly report on Form 10-Q for the quarter ended March 31, 2006.
Annual report on Form 10-K for the year ended December 31, 2005.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED ON AS HAVING BEEN
AUTHORIZED BY KINROSS, CROWN, OR ANY OTHER PERSON. THIS PROXY
STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO PURCHASE, THE SECURITIES OFFERED BY THIS PROXY STATEMENT/PROSPECTUS,
OR THE SOLICITATION OF A PROXY FROM ANY PERSON, IN ANY JURISDICTION IN WHICH IT
IS UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION OF AN OFFER, OR PROXY SOLICITATION.
NEITHER THE DELIVERY OF THIS PROXY STATEMENT/PROSPECTUS NOR ANY DISTRIBUTION OF
THE SECURITIES MADE UNDER THIS PROXY STATEMENT/PROSPECTUS SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF KINROSS OR CROWN SINCE THE DATE OF THIS PROXY STATEMENT/PROSPECTUS.
248
GLOSSARY OF TECHNICAL TERMS USED IN THIS DOCUMENT
AA FINISH
A method used to complete fire assaying where the bead produced by this
assay technique is dissolved in strong acids. The gold in the acid solution is
determined by a machine called an atomic adsorption spectrometer. This method is
used to accurately quantify small amounts of gold and other metals.
ADULARIA
A variety of orthoclase, a mineral part of the feldspar group. A common
mineral of granitic rocks.
ALLUVIAL
Referring to material, which has been placed by the action of surface
water.
ALLUVIUM
A general term for all detrital deposits resulting from the flow of present
waterways, thus including the sediments laid down in streambeds, flood plain,
lakes, fan at the foot of mountain slopes, and estuaries.
ALMANDINE
An isometric mineral, 8[Fe32+Al2Si3O12]; pyralspilite subgroup of the
garnet group, with Fe replaced by Mg, Mn, and Ca; in red to brownish-black
dodecahedral and trapezohedral crystals, or massive; Mohs hardness, 7-1/2;
occurs in medium-grade metamorphic rock and felsic igneous rocks; used as a
gemstone and an abrasive.
ANKERITE
A trigonal mineral, Ca(Fe,Mg,Mn)(CO3)2; dolomite group; forms series with
dolomite and with kutnohorite; associated with iron ores; commonly forms thin
veins in some coal seams.
ARCHEAN ABITIBI
The Abitibi-Grenville Transect focuses on the Late Archean Abitibi
greenstone belt, which is part of the southern Superior Province, the central
core of the North American craton, and on the Mesoproterozoic Grenville orogen
which extends from southern Sweden to southern Mexico, but is exposed
principally as the southeastern Canadian shield. The Abitibi subprovince is the
largest, and perhaps the best studied, of the Archean greenstone terranes of the
world and is host to a major proportion of Canada's mineral resources.
ARGILLITE
A compact rock, derived either from mudstone (claystone or siltstone), or
shale, that has undergone a somewhat higher degree of induration than mudstone
or shale but is less clearly laminated and without its fissility, and that lacks
the cleavage distinctive of slate.
ARSENOPYRITE
The most common arsenic mineral and principal ore of arsenic; occurs in
many sulfide ore deposits, particularly those containing lead, silver and gold.
ASSAY
To determine the value of various elements within an ore sample, streambed
sample, or valuable metal sample.
B2 HORIZON
A local geological term identifying a particular formation of rock.
BALL MILL
A steel cylinder filled with steel balls into which crushed ore is fed. The
ball mill is rotated, causing the balls to cascade and grind the ore.
BASALT
An extrusive volcanic rock composed primarily of plagioclase, pyroxene and
some olivine.
249
BASEMENT ROCKS
A name commonly applied to metamorphic or igneous rocks underlying the
sedimentary sequence.
BELT
A series of mineral deposits occurring in close proximity to each other
often with a common origin.
BIOTITE
A common rock-forming mineral in crystalline rocks, either as an original
crystal in igneous rocks or as a metamorphic product in gneisses and schists; a
detrital constituent of sedimentary rocks.
BLOCK FAULTED
A type of normal faulting in which the crust is divided into structural or
fault blocks of different elevations and orientations. It is the process by
which block mountains are formed.
BOUDINS
Series of sausage-shaped segments occurring in a boudinage structure.
Boudinage occurs when bed sets are divided by cross-fractures into pillowlike
segments. The cross-fractures are not sharp, but rather rounded, and may be
compared with the necks that develop in ductile metal pieces under tension. The
overall resulting appearance is that of a string of linked sausages when
observed in section.
BRECCIA
A coarse-grained clastic rock, composed of angular broken rock fragments
held together by a mineral cement or in a fine-grained matrix; it differs from
conglomerate in that the fragments have sharp edges and unworn corners.
CALDERA
A large, basin-shaped volcanic depression, more or less circular, the
diameter of which is many times greater than that of the included vent or vents,
no matter what the steepness of the walls or the form of the floor may be.
CALOMEL
A tetragonal mineral, 2[Hg2Cl2]; a secondary alteration of mercury-bearing
minerals; horn quicksilver; mercurial horn ore.
CARBON-IN-LEACH
A process step wherein granular activated carbon particles much larger than
the ground ore particles are introduced into the ore pulp. Cyanide leaching and
precious metals adsorption onto the activated carbon occur simultaneously. The
loaded activated carbon is mechanically screened to separate it from the barren
ore pulp and processed to remove the precious metals and prepare it for reuse.
CARBON-IN-PULP
A process step wherein granular activated particles much larger than the
ground ore particles are introduced into the ore pulp after primary leaching in
cyanide. Precious metals adsorption occurs onto the activated carbon from the
pregnant cyanide solution.
CARE AND MAINTENANCE
The status of a mining operation when mining has been suspended but
reclamation and closure of the property has not been commenced. The mill and
associated equipment is being cared for and maintained until operations
re-commence.
CATHODE
A rectangular plate of metal, produced by electrolytic refining, which is
melted into commercial shapes such as wire-bars, billets, ingots, etc.
250
CERARGYRITE
A former name for chlorargyrite, which is an isometric mineral, 4[AgCl];
sectile; forms waxy white, yellow, or pearl-gray incrustations, darkening to
violet on exposure to light; a supergene mineral occurring in silver veins; an
important source of silver.
CHALCOPYRITE
A copper mineral composed of copper, iron and sulphur. This mineral is very
similar to marcasite in its characteristics; it tarnishes easily; going from
bronze or brassy yellow to yellowish or grayish brown, has a dark streak, and
are lighter in weight and harder than gold.
CHERT
A compact, glass-like siliceous rock composed of silica of various types
(opaline or chalcedonic).
CHIP SAMPLE
A method of sampling of rock exposure whereby a regular series of small
chips of rock is broken off along a line across the face.
CHLORITE
1. The mineral group chamosite, clinochlore, cookeite, gonyerite, nimite,
orthochamosite, pennantite, and sudoite. 2. Chlorites are associated with and
resemble micas (the tabular crystals of chlorites cleave into small, thin flakes
or scales that are flexible, but not elastic like those of micas); they may also
be considered as clay minerals when very fine grained. Chlorites are widely
distributed, esp. in low-grade metamorphic rocks, or as alteration products of
ferromagnesian minerals.
CIRCUIT
A processing facility for removing valuable minerals from the ore so that
it can be processed and sold.
CLAY
An extremely fine-grained natural earthy material composed primarily of
hydrous aluminum silicates. It may be a mixture of clay minerals and small
amounts of nonclay materials or it may be predominantly one clay mineral. The
type is determined by the predominant clay mineral. Clay is plastic when
sufficiently pulverized and wetted, rigid when dry, and vitreous when fired to a
sufficiently high temperature.
CONGLOMERATE
Rounded, water-worn fragments of rock or pebbles, cemented together by
another mineral substance.
CORE
The long cylindrical piece of rock, about an inch in diameter, brought to
surface by diamond drilling.
CUPEL
1. A small bone-ash cup used in gold or silver assaying with lead. 2. The
hearth of a small furnace used in refining metals.
CUT-OFF GRADE
The lowest grade of mineral resources considered economic; used in the
calculation of reserves in a given deposit.
CYANIDATION
A method of extracting exposed gold or silver grains from crushed or ground
ore by dissolving the contained gold and silver in a weak cyanide solution. May
be carried out in tanks inside a mill or in heaps of ore out of doors.
CYCLONE UNDERFLOW
A coarser sized fraction, which leaves via apex aperture of hydrocyclone.
251
DEDICATED PAD
An area of topography where gold ore will be placed in order to be leached.
The ore will remain permanently upon this pad upon the completion of the gold
extraction.
DEVONIAN
The fourth period, in order of decreasing age, of the periods making up the
Paleozoic era. It followed the Silurian period and was succeeded by the
Mississippian period. Also, the system of strata deposited at that time.
Sometimes called the Age of Fishes.
DILUTION
The effect of waste or low-grade ore being included unavoidably in the mine
ore, lowering the recovered grade.
DOLOMITE
A carbonate sedimentary rock consisting of more than 50% to