Edgar Filing: KINROSS GOLD CORP

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 2003 SEC FILE NO. __________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM F-4

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

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KINROSS GOLD CORPORATION
(Exact name of registrant as specified in its charter)

ONTARIO, CANADA 1041 650430083
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)

52ND FLOOR SCOTIA PLAZA, 40 KING STREET WEST
TORONTO, ONTARIO CANADA M5H 3Y2 (416) 365-5123
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

JOHN IVANY
52ND FLOOR SCOTIA PLAZA, 40 KING STREET WEST
TORONTO, ONTARIO CANADA M5H 3Y2 (416) 365-5123
(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPIES TO:

KEITH L. POPE, ESQ. JOHN J. HALLE, ESQ.
PARR WADDOUPS BROWN GEE & LOVELESS CHRISTOPHER J. VOSS, ESQ.
185 SOUTH STATE STREET, SUITE 1300 STOEL RIVES LLP
SALT LAKE CITY, UTAH 84111-1537 3600 ONE UNION SQUARE
TELEPHONE (801) 532-7840 600 UNIVERSITY STREET
TELECOPY (801) 532-7750 SEATTLE, WASHINGTON 98101
TELEPHONE: (206) 624-0900
TELECOPY: (206) 386-7500

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective
date of this registration statement and the completion of the merger between Crown Merger Corporation, a
wholly-owned subsidiary of Kinross Gold Corporation, and Crown Resources Corporation.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. |_|

CALCULATION OF REGISTRATION FEE
========================================= ================== ===================== ==================== ============
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share(2) Offering Price(2) Fee(2)
----------------------------------------- ------------------ --------------------- -------------------- ------------

Common Shares, no par value 14,441,460 $7.798 $ 112,614,612 $9,111
----------------------------------------- ------------------ --------------------- -------------------- ------------

========================================= ================== ===================== ==================== ============

(1) Based on (i) (a) 20,488,101 shares of common stock, par value $0.01 per share, of Crown Resources Corporation
("Crown") outstanding as of December 9, 2003, (b) convertible debt, convertible into 12,329,527 shares of
Crown common stock as of December 9, 2003, (c) warrants to acquire up to 13,413,333 shares of Crown common
stock as of December 9, 2003, and (d) options to acquire 3,379,000 shares of Crown common stock as of
December 9, 2003; and (ii) an exchange ratio of 0.2911 Kinross Gold Corporation common shares for each share
of Crown common stock pursuant to the merger described herein.
(2) Pursuant to Rules 457(f)(1) and 457(c) under the Securities Act and solely for the purpose of calculating the
registration fee, the proposed maximum aggregate offering price is equal to the aggregate market value of the
approximate number of shares of Crown common stock to be converted in the merger (calculated as set forth in
note (1) above) based upon a market value of $2.27 per share of Crown common stock, the average of the bid
and asked price per share of Crown common stock on the OTC Bulletin Board on December 22, 2003.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY
ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF
1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

SUBJECT TO COMPLETION, DATED DECEMBER 23, 2003

THE INFORMATION IN THIS PROXY STATEMENT/PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. KINROSS GOLD CORPORATION MAY NOT SELL THE SECURITIES OFFERED BY THIS
PROXY STATEMENT/PROSPECTUS UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROXY STATEMENT/PROSPECTUS
IS NOT AN OFFER TO SELL AND IT IS NOT SOLICITING AN OFFER TO BUY ANY SECURITIES
IN ANY JURISDICTION WHERE AN OFFER OR SOLICITATION IS NOT PERMITTED.

[LOGO] CROWN
RESOURCES

____________, 200_

Dear Shareholder of Crown Resources Corporation:

Crown Resources Corporation and Kinross Gold Corporation 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.

Under the terms of the merger agreement, each share of Crown common stock
will be converted into 0.2911 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 13.6 million Kinross common shares in the merger
and that immediately after the merger Crown shareholders will hold up to
approximately 3.8% of the then outstanding Kinross common shares, based on the
345.6 million Kinross common shares outstanding on December 9, 2003. 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 the Proxy Statement/ Prospectus attached to this letter is being sent to you
in order to solicit your support of the merger. The 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 10.

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.

On behalf of Crown's board of directors, I thank you for your support and
appreciate your consideration of this matter.

Sincerely yours,

/s/

Christopher Herald
President and CEO
Crown Resources Corporation

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.

The Proxy Statement/Prospectus is dated [__________________, 200_], and
is first being mailed to Crown shareholders on or about [__________, 200_].

ADDITIONAL INFORMATION

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 Additional Information" beginning on page
____.

Kinross will provide you with copies of the information relating to
Kinross, without charge, upon written or oral request to Shelley M. Riley,
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 [________________________, 2004].

CROWN RESOURCES CORPORATION
4251 KIPLING STREET, SUITE 390
WHEAT RIDGE, COLORADO 80033

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON __________, 2004

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
__________, 2004, at ___:___ __.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, attached to the
Proxy Statement/Prospectus as Appendix "A," such that Crown will become a
wholly-owned subsidiary of Kinross on 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 [__________, 2003,] 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 [__________] 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
__________, 2004

TABLE OF CONTENTS
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PAGE

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING................................1

SUMMARY........................................................................3
THE COMPANIES..................................................................3
Kinross Gold Corporation.......................................................3
Crown Resources Corporation....................................................3
THE MERGER.....................................................................3
Reasons for the Merger.........................................................3
Terms of the Merger............................................................4
Dissenters' Rights in the Merger...............................................4
Material U.S. Federal Income Tax Consequences..................................4
Material Canadian Federal Income Tax Consequences..............................5
Recommendation of the Board of Directors.......................................5
Management of Kinross After the Merger.........................................5
Interests of Certain Persons in the Merger.....................................5
Distribution of Solitario Shares...............................................5
Principal Conditions to Completion of the Merger...............................5
Restrictions on Soliciting Alternative Transactions............................6
Kinross and Crown May Amend or Terminate the Merger Agreement..................6
Restrictions on Resale of Kinross Common Stock Issued in the Merger............6
Comparison of Shareholder Rights and Corporate Matters.........................7
Shares Held by Crown Directors and Executive Officers..........................7
New Certificates for Common Stock..............................................7
COMPARATIVE PER SHARE DATA.....................................................8
Financial Per Share Data.......................................................8
Trading Price Data.............................................................9
CURRENCY AND EXCHANGE RATE DATA................................................9
GLOSSARY AND MEASUREMENTS CONVERSION TABLE.....................................9

RISK FACTORS..................................................................10

CAUTIONARY STATEMENT..........................................................19

THE CROWN SPECIAL MEETING.....................................................20
GENERAL.......................................................................20
DATE, TIME, AND PLACE.........................................................20
PURPOSE OF THE SPECIAL MEETING................................................20
CROWN BOARD RECOMMENDATION....................................................20
RECORD DATE AND VOTING POWER..................................................20
VOTES REQUIRED................................................................20
STOCKHOLDER AND VOTING AGREEMENT..............................................21
QUORUM; ABSTENTIONS AND BROKER NON-VOTES......................................21
VOTING, PROXIES, AND REVOCATION...............................................21
SOLICITATION OF PROXIES AND EXPENSES..........................................22
PROPOSAL TO APPROVE ADJOURNMENT OF SPECIAL MEETING............................22
NO ADDITIONAL MATTERS.........................................................23
SHAREHOLDER PROPOSALS FOR THE CROWN 2004 ANNUAL MEETING.......................23

DIVIDEND POLICY...............................................................23
BUSINESS OF CROWN.............................................................23
OVERVIEW......................................................................23
RECENT DEVELOPMENTS...........................................................24
MATERIAL PROPERTIES...........................................................25
MINERAL PROPERTY AND EXPLORATION EXPENDITURE OVERVIEW.........................30
EXPLORATION ACTIVITIES........................................................30
EMPLOYEES.....................................................................30
LEGAL PROCEEDINGS.............................................................30
CORPORATE REORGANIZATION......................................................31

PRINCIPAL SHAREHOLDERS OF CROWN...............................................34

CROWN SELECTED HISTORICAL FINANCIAL INFORMATION...............................36

CROWN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS......................................................37
RESULTS OF OPERATIONS.........................................................37
LIQUIDITY AND CAPITAL RESOURCES...............................................40
NEW ACCOUNTING PRONOUNCEMENTS.................................................42
CRITICAL ACCOUNTING POLICIES..................................................43
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS............................44

DISCLOSURE ABOUT MARKET RISKS.................................................45

BUSINESS OF KINROSS...........................................................45
OVERVIEW......................................................................45
RECENT DEVELOPMENTS...........................................................46
HISTORY.......................................................................47
SUBSIDIARIES AND MANAGEMENT STRUCTURE.........................................49
OPERATIONS....................................................................50
MARKETING.....................................................................59
MINERAL RESERVES AND MINERAL RESOURCES........................................60
MATERIAL PROPERTIES...........................................................65
Fort Knox Mine and Area, Alaska...............................................65
The Porcupine Joint Venture...................................................76
Kubaka Mine, Russian Federation...............................................88
La Coipa Mine.................................................................96
Crixas Mine..................................................................103
Brasilia Mine................................................................110
Musselwhite Mine.............................................................117
Round Mountain...............................................................124

ENVIRONMENTAL REGULATIONS....................................................132
LEGAL PROCEEDINGS AND CONTINGENCIES..........................................132
EMPLOYEES....................................................................135

MANAGEMENT OF KINROSS........................................................136
DIRECTORS....................................................................136
OFFICERS.....................................................................138
EXECUTIVE COMPENSATION.......................................................140
Option Grants in Last Fiscal Year............................................140
Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year End Option Values.....................................................141
Pension and Other Benefit Plans..............................................141
Employment Contracts.........................................................142
Directors and Officers' Insurance............................................142
Compensation of Directors....................................................143
Activities of the Compensation Committee.....................................143
Report on Executive Compensation.............................................143

PRINCIPAL SHAREHOLDERS OF KINROSS............................................146

MARKET PRICE FOR KINROSS COMMON SHARES.......................................148

KINROSS SELECTED FINANCIAL DATA..............................................149
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF KINROSS...................149
EXCHANGE RATE DATA...........................................................153

KINROSS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.....................................................154
OVERVIEW.....................................................................154
MERGERS AND ACQUISITIONS.....................................................155
FINANCIAL RESULTS............................................................156
LIQUIDITY AND FINANCIAL RESOURCES............................................183
CRITICAL ACCOUNTING POLICIES.................................................186
BUSINESS RISKS AND MANAGEMENT................................................186
STRATEGY.....................................................................190
OUTLOOK......................................................................190

iii

DISCLOSURES ABOUT MARKET RISKS...............................................192
COMMODITY PRICE RISKS........................................................192
FOREIGN CURRENCY EXCHANGE RISK...............................................193
INTEREST RATE RISK...........................................................194
ENERGY PRICE RISK............................................................194
CREDIT RISK MANAGEMENT.......................................................194
FAIR VALUES OF FINANCIAL INSTRUMENTS.........................................194

THE MERGER...................................................................196
GENERAL......................................................................196
BACKGROUND OF THE MERGER.....................................................196
REASONS FOR THE MERGER--ADVANTAGES AND DISADVANTAGES.........................199
INTERESTS OF CERTAIN INDIVIDUALS.............................................201
STOCK OPTIONS................................................................202
REGULATORY APPROVALS REQUIRED................................................202
DISSENTERS' RIGHTS OF APPRAISAL..............................................202
ACCOUNTING FOR THE MERGER....................................................205
DELIVERY OF CERTIFICATES FOR KINROSS COMMON SHARES...........................205
PAYMENT IN LIEU OF ISSUING FRACTIONAL SHARES.................................205
EXPENSES OF THE MERGER.......................................................205
RESTRICTIONS ON TRANSFER OF KINROSS COMMON SHARES............................206

AGREEMENTS RELATING TO THE MERGER............................................207
THE MERGER AGREEMENT.........................................................207
THE STOCKHOLDER AND VOTING AGREEMENT.........................................214
THE DISTRIBUTION AGREEMENT...................................................214

DESCRIPTION OF SECURITIES....................................................216
KINROSS PREFERRED SHARES.....................................................216

KINAM CONVERTIBLE PREFERRED SHARES...........................................216
WARRANTS.....................................................................217
KINROSS COMMON SHARES........................................................217
TRANSFER AGENT...............................................................218

COMPARISON OF RIGHTS OF HOLDERS OF KINROSS COMMON SHARES AND HOLDERS OF
CROWN COMMON STOCK........................................................219

TAX CONSEQUENCES.............................................................233
UNITED STATES FEDERAL TAX CONSEQUENCES.......................................233
CANADIAN FEDERAL TAX CONSEQUENCES............................................238

EXPERTS......................................................................240

VALIDITY OF KINROSS COMMON SHARES............................................241

WHERE YOU CAN FIND MORE INFORMATION..........................................241

GLOSSARY OF TECHNICAL TERMS USED IN THIS DOCUMENT............................244

MEASUREMENTS CONVERSION TABLE................................................259

INDEX TO FINANCIAL STATEMENTS................................................260

APPENDICES
Appendix A - Merger Agreement.............................................A-1
Appendix B - Washington Dissenters' Rights Statute........................B-1

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.

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 Additional Information" on page 241.

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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 APPENDICES ATTACHED 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 North and
South America and Russia. 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 45.

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. Other than its Buckhorn
Mountain Project, Crown currently has no active exploration activities and has
no revenues from operations.

Crown is organized 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. See "Business of
Crown" beginning on page 23.

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
lacks the resources necessary to complete the permitting process and to fund the
capital expenditures that would be required to commence mining at the Buckhorn
Mountain Project site.

Kinross is an established gold mining company that owns an ore processing
mill at the Kettle River Mine located near the Buckhorn Mountain Project.
Kinross has access to the funding necessary to pursue the permitting process for
the Buckhorn Mountain Project and, assuming successful completion of that
process, to construct the necessary infrastructure and operate the mine. Kinross
believes that the permitting and operation of the Buckhorn

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Mountain Project will be facilitated by the use of its existing Kettle River
mill and tailings facilities to process the ore from the Buckhorn Mountain
Project.

See "The Merger--Reasons for the Merger--Advantages and Disadvantages
beginning on page 199.

TERMS OF THE MERGER

In the merger, Kinross will acquire complete ownership of Crown. Each
outstanding share of Crown common stock will be converted into 0.2911 of a
Kinross common share. Fractional shares will be paid in cash. For example, if
you own 100 shares of Crown common stock, then you will receive 29 Kinross
common shares, plus an amount in cash equal to the market value of 0.11 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 for cash or on a cashless basis, as permitted by the
terms of the Crown warrants. However, Kinross estimates that it will issue
approximately 13.6 million Kinross common shares in the merger. On completion of
the merger, Crown shareholders will hold approximately 3.8% 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 0.2911 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 the 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.

On December 8, 2003, the Crown board of directors took action, as
permitted under the Crown 2002 Stock Incentive Plan, so that all options to
purchase Crown common stock not exercised as of the effective time of the merger
will be terminated.

The merger is expected to be completed as soon as practicable after the
special meeting.

See "The Merger" beginning on page 196.

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 202.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

In the opinion of Parr Waddoups Brown Gee & Loveless, A Professional
Corporation, counsel to Kinross, and based on the assumed accuracy of factual
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 exchange for United States federal income purposes, except with respect
to the cash, if any, received in lieu of fraction Kinross common shares. 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 233.

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 238.

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 20.

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 196
and 136, 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 Agreement 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 201.

DISTRIBUTION OF SOLITARIO SHARES

Prior to the merger, Crown intends to distribute all of the 9,633,585
(less any shares reserved for distribution upon exchange of warrants, as
described below) shares of common stock of Solitario Resources Corporation, a
Colorado corporation ("Solitario"), owned by it to Crown shareholders, other
than those shares of Solitario it is contractually obligated to withhold for
delivery on the exercise or exchange of outstanding warrants to purchase Crown
common stock. If you are a Crown shareholder as of [__________], the record date
for the distribution, you will receive a pro rata portion of the Solitario
common stock. Holders of outstanding Crown warrants will also receive Solitario
common stock if they elect to exchange their warrants for Kinross common shares.

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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 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 210.

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 209.

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 June 30, 2004;

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 212.

In some instances, termination of the merger agreement will require Crown
to pay to Kinross a termination fee of U.S. $2.0 million.

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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, or 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.

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,
subject, in the case of Quebec, to regulatory approval, 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 206.

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 appraisal 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 219.

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
[_________] shares of Crown common stock, which represented approximately [___]%
of the shares of Crown common stock outstanding on that date. These shares 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 34 and "Agreements Relating to the Merger--The Stockholder and Voting
Agreement" beginning on page 214.

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 207.

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COMPARATIVE PER SHARE DATA

FINANCIAL PER SHARE DATA

The following table sets forth, for the periods indicated, selected pro
forma per share amounts, prepared in accordance with U.S. generally accepted
accounting principles, for Kinross common shares after giving effect to the
merger; pro forma equivalent per share amounts for shares of Crown common stock;
and the corresponding historical per share data for Kinross common shares and
shares of Crown common stock. The information presented below should be read in
conjunction with the historical consolidated financial statements and related
notes of each of Kinross and Crown included in this Proxy Statement/Prospectus.

AS AT AND FOR THE NINE AS AT AND FOR THE
MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 2003 DECEMBER 31, 2002

KINROSS COMMON SHARES
Net Income (loss):
Income (loss) from continuing operations per share
(basic and diluted) $ (0.18) $ 0.15
Pro Forma (0.18) 0.12
Cash dividends per Kinross common share:
Historical - -
Pro Forma - -
Book value (1) per Kinross common share at period end:
Historical $ 5.20 $ 2.53
Pro Forma (2) 5.28 -

SHARES OF CROWN COMMON STOCK
Net income (loss)
Basic income (loss) from continuing operations
per share $ (0.52) $ 1.52
Diluted income (loss) from continuing operations
per share (0.52) 0.26
Crown per share equivalent (0.05) 0.03
Cash dividends per Crown common share:
Historical - -
Crown per share equivalent - -
Book Value (1) per Crown common share at period end:
Historical $ 1.94 $ 2.76
Crown per share equivalent 1.54 -

(1) Book value represents assets minus liablitites.
(2) Pro forma amounts are based on the preliminary purchase equation.

You should not rely on the pro forma per share data as being indicative
of the results of operations or financial condition that would have been
reported by the combined company had the merger been in effect during the
periods set forth above or that may be reported in the future.

Equivalent per share data in respect of the shares of Crown common stock
have been calculated by multiplying the Kinross pro forma amounts by the
exchange ratio of 0.2911.

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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 December 12, 2003, 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 common shares as reported by
the NYSE by the merger exchange ratio of 0.2911.

Kinross Kinross common Crown common Crown common
common shares (historical) stock (historical) stock (equivalent)
shares on the NYSE (and OTC
(historical) on AMEX prior to
on the TSX January 31, 2003)

October 7, 2003 $7.41 $1.50 $2.16
December 12, 2003 $10.75 $8.08 $2.40 $2.35

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, and Crown has
not paid cash dividends on its common stock. Before the effective time of the
merger, Kinross will make applications for listing the Kinross common shares
issuable in connection with the merger to the TSX and the NYSE.

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 December 12, 2003, the noon buying rate as reported by the Bank of
Canada was CDN $1.315 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.

GLOSSARY AND MEASUREMENTS CONVERSION TABLE

Technical terms relating to geology, mining, and related matters are
defined in the Glossary beginning on page 244. A table providing information for
converting metric measurements to imperial measurements is on page 259.

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RISK FACTORS

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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

THE PRICE OF THE KINROSS COMMON SHARES THAT THE CROWN SHAREHOLDERS WILL RECEIVE
IN THE MERGER WILL FLUCTUATE AND MAY DECLINE BEFORE OR AFTER THE CROWN
SHAREHOLDERS' MEETING OR 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.

MINERAL EXPLORATION AND MINING BY THEIR NATURE INVOLVE RISKS.

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 expenses 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, 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.

Whether a gold deposit will be commercially viable depends on a number of
factors, some of which are 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 IS SUBJECT TO CHANGES TO THE EXTENSIVE REGULATORY AND ENVIRONMENTAL
RULES AND REGULATIONS GOVERNING ITS OPERATIONS.

Kinross' mining and processing operations and exploration activities in
the Americas, Russia, Greece, Australia, 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 the United
States cause these risks to be different from, and in many cases, greater than,
comparable risks associated with operations within the United States. 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. 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.

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 study 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. Kinross estimates its share
of reclamation closure obligations as of September 30, 2003, at $160.2 million
based on information currently available. In addition, Kinross has spent $9.8
million in 2003 and plans reclamation spending of approximately $20.0 million in
2004 as part of its plan to get as many closure projects as possible to post
closure monitoring by the end of 2005.

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.
To the extent Kinross is subject to uninsured environmental liabilities, 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' exploration programs in the United States 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 on Kinross' properties, it 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.

Bills proposing major changes to the mining laws of the United States
have been considered by Congress. If these bills, which may include royalty fees
or net profits interests, are enacted in the future, they could have a
significant effect on the ownership and operation of patented and unpatented
mining claims in the United States, including claims that Kinross owns or holds.
Although it is not possible to predict whether or in what form Congress

might enact changes to the mining laws, amendment to current laws and
regulations governing operations and activities of mining companies or more
stringent implementation thereof could have a material adverse impact on
Kinross' financial condition and results of operation.

CERTAIN CHARACTERISTICS OR MANAGEMENT DECISIONS OF KINROSS MAY AFFECT UNITED
STATES SHAREHOLDERS DIFFERENTLY 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 Crown shareholders are described in the section of
this Proxy Statement/Prospectus entitled "Material Tax Consequences." Other
provisions may adversely affect U.S. holders of the Kinross common shares in the
future.

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.

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 tax or in United States dollars, or even the value of the Kinross
common shares.

THE BUSINESS OF KINROSS IS ADVERSELY AFFECTED BY THE LACK OF INFRASTRUCTURE.

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. 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.

The figures for reserves and resources presented herein 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 or increases in the costs to recover gold at
Kinross' mines may render the mining of ore reserves uneconomical and require
Kinross to take a write-down of the asset or to discontinue development or
production. Moreover, short-term operating factors relating to the reserves,
such as 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
and probable reserves at the Buckhorn Mountain Project were calculated based
upon a gold price of $300 and $350 per ounce, respectively, and measured and
indicated resources for Kinross were calculated based upon a gold price of $325
per ounce. 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 or upward revision of current estimates.

THE MINERAL RESOURCES OF KINROSS MAY NOT BE ECONOMICALLY DEVELOPABLE.

Mineral resources that are not mineral reserves do not have demonstrated
economic viability. Due to the uncertainty which may attach to inferred mineral
resources, there is no assurance that mineral resources will be upgraded to
proven and probable mineral reserves as a result of continued exploration.

IN ORDER TO SUSTAIN OPERATIONS, KINROSS WILL NEED TO DEVELOP ADDITIONAL MINERAL
RESERVES.

Because mines have limited lives based on proven and probable mineral
reserves, Kinross must continually replace and expand its mineral reserves as
its mines produce gold and silver. The life-of-mine estimates included in this
Proxy Statement/Prospectus for each of Kinross' material properties may not be
correct. Kinross' ability to maintain or increase its annual production of gold
and silver will be dependent in significant part 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 South America, Russia,
Greece, Australia 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.

There is no assurance that future political and economic conditions in
these countries will not result in these 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,
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 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 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, 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 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, transactions may be challenged by
tax authorities and Kinross' Russian operations may be assessed, resulting in
additional taxes, penalties and interest, which could be significant. The
periods remain open to review by the tax authorities for three years.

Kinross is subject to risks relating to an uncertain or unpredictable
political and economic environment in Brazil and Chile. In the short term,
significant macroeconomic instability in the region is expected to negatively
impact the business environment and may lead to longer term negative changes in
the national approaches taken to ownership by foreign companies of natural
resources.

On December 10, 2003, the Greek government unilaterally terminated the
contract pursuant to which two subsidiaries of Kinross, TVX Gold Inc. ("TVX")
and TVX Hellas S.A., held title to the Hellenic Gold Properties, and invited
them to enter into a settlement agreement. A settlement agreement was then
executed on December 12, 2003, pursuant to which the Greek government agreed to
pay 11 million euros to TVX Hellas and mutual releases from all claims were
given by each party to the other. The settlement agreement is subject to
approval by the Greek Parliament, which has not yet been obtained. TVX Hellas
has agreed to augment the 11 million euros to be received, with an additional 11
million euros, and to contribute all such amounts in full satisfaction of all
labor and trade liabilities of TVX Hellas.

In the event that the settlement agreement is not ratified by the Greek
Parliament and negotiations break down, TVX Hellas may have significant
financial obligations, including severance, environmental and contractual
liabilities. In addition, TVX Hellas' interest in the Hellenic Gold Properties
is subject to the claims of the Alpha Group described under "Legal Proceedings."

KINROSS REQUIRES THE ISSUANCE AND RENEWAL OF LICENSES AND PERMITS IN ORDER TO
CONDUCT ITS OPERATIONS.

The operations of Kinross require licenses and permits from various
governmental authorities to exploit its properties, which will include the
Buckhorn Mountain Project subsequent to the merger. 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.

THE SUCCESS OF KINROSS IS DEPENDENT ON GOLD PRICES OVER WHICH IT HAS NO CONTROL.

The profitability of any gold mining operations 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 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 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 cash operating costs, production may be discontinued.

KINROSS HAS A HISTORY OF LOSSES.

Kinross had net losses of $30.9 million, $36.3 million and $125.4 million
for 2002, 2001, and 2000, respectively. Kinross' ability to operate profitably
in the future will depend on the success of its principal mines and on the price
of gold. There can be no assurance that Kinross will be profitable.

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, Greece, Australia, 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
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 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, 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). However, there currently exists a Congressional
moratorium against the filing of new applications for a mineral patent. Valid
unpatented mining claims can be mined without obtaining a patent, and valid mill
site claims can be used without obtaining a patent.

KINROSS MAY BE UNABLE TO EFFECTIVELY COMPETE IN ITS INDUSTRY.

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 on terms it considers acceptable, if at all.

KINROSS MAY REQUIRE ADDITIONAL CAPITAL THAT COULD BE UNAVAILABLE TO IT.

The mining, processing, development, and exploration of Kinross'
properties may require substantial additional financing. Failure to obtain
sufficient financing may result in delaying or indefinite postponement of
exploration, development or production on any or all of Kinross' properties or
even a loss of property interest. There can be no assurance that additional
capital or other types of financing will be available if needed or that, if
available, the terms of such financing will be favorable 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.

Although Kinross maintains insurance to protect against certain risks in
such amounts as it considers to be reasonable, its insurance will 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. Insurance coverage may not be available in the future or may
not be adequate to cover any resulting liability. 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. Kinross might also become subject to

liability for pollution or other hazards which may not be insured against or
which Kinross may elect not to insure against 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 as 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 reals, and also
in Zimbabwean dollars. The appreciation of non-U.S. dollar currencies against
the U.S. dollar can increase the cost of gold and silver production in U.S.
dollar terms. From time to time, Kinross transacts currency hedging to reduce
the risk associated with currency fluctuations. There is no assurance that its
hedging strategies will be successful. Currency hedging may require margin
activities. Sudden fluctuations in currencies could result in margin calls that
could have an adverse effect on Kinross' financial position. While the Russian
ruble, Chilean peso, Brazilian real, and the Zimbabwean dollar are currently
convertible into Canadian and United States dollars, there is no guarantee that
they will continue to be so convertible.

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'
future cash flows, earnings, results of operations, and financial condition.
These risks include the following:

- inability to exert influence over 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 and silver price
fluctuations by engaging in hedging activities. There is no assurance that
Kinross will continue to implement a hedging policy, or any other hedging
techniques, or that, if they are continued, Kinross will be able to achieve in
the future realized prices for gold produced in excess of average market prices
as a result of its hedging activities. Hedging may not protect adequately
against declines in the price of gold and silver. Although hedging may protect
Kinross from a decline in the price of gold and silver, it may also prevent
Kinross from benefiting fully from price increases. Hedging of gold and silver
may require margin activities. Sudden fluctuations in the price of gold or
silver could result in margin calls that could have an adverse effect on the
financial position of Kinross.

THE BUSINESS OF KINROSS IS DEPENDENT ON GOOD LABOR AND EMPLOYMENT RELATIONS.

While Kinross has good relations with both its unionized and
non-unionized employees, production at Kinross' mines is dependent upon the
efforts of employees of Kinross. In addition, relations between Kinross and its
employees may be impacted by changes in the scheme of labor relations which may
be introduced by 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.

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.

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 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 integrate the acquired businesses and their personnel
into Kinross. Kinross cannot assure that it can complete any acquisition or
business arrangement that it pursues, or is pursuing, on favorable terms, or
that any acquisitions or business arrangements completed will 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: the extent of analytical
coverage available to investors concerning the business of Kinross may be
limited if investment banks with research capabilities do not continue to follow
the securities of Kinross; a lessening in trading volume and general market
interest in the securities of Kinross may affect an investor's ability to trade
significant numbers of 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.

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 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.

A DECISION BY EXISTING SHAREHOLDERS TO SELL KINROSS COMMON SHARES COULD
ADVERSELY AFFECT THE TRADING PRICE OF THE KINROSS COMMON SHARES.

Sales of a large number of common shares in the public markets, or the
potential for such sales, could decrease the trading price of the common shares
and could impair Kinross' ability to raise capital through future sales of
common shares. Substantially all of the Kinross common shares can be resold
without material restriction either in the United States, in Canada, or both.
The sale of a significant number of Kinross common shares, or the threat of such
sale could have an adverse affect on the value of the Kinross common shares.

THE BUSINESS OF KINROSS IS DEPENDENT ON KEY EXECUTIVES.

Kinross is dependent on the services of key executives, including its
President and Chief Executive Officer and a small number of highly skilled and
experienced executives and personnel. The loss of these persons or Kinross'
inability to attract and retain additional highly skilled employees may
adversely affect its business and future operations.

KINROSS IS SUBJECT TO CERTAIN LEGAL PROCEEDINGS.

Kinross is a party to the legal proceedings described under the caption
"Legal Proceedings" elsewhere in this Proxy Statement/Prospectus. If decided
adversely to Kinross, these legal proceedings, or others that could be brought
against Kinross in the future, could have a material adverse effect on Kinross'
financial condition or prospects.

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.

Substantially all 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. It
may be difficult to enforce a judgment obtained in the United States against
Kinross or any such persons. Additionally, it may be difficult for you to assert
civil liabilities under United States securities laws in original actions
instituted in Canada.

RISKS RELATING TO THE MERGER

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. The
Kinross common shares to be issued to the Crown shareholders do not, and are not
intended to, 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 a recommendation by a disinterested
committee means that the shareholders will be relying exclusively on the
recommendation of the boards 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.

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 3.8% of the issued and outstanding
Kinross common shares. Consequently, the Crown shareholders will not have a
substantive say in any matter submitted to the Kinross shareholders.

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CAUTIONARY STATEMENT
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This Proxy Statement/Prospectus and the documents incorporated by
reference herein contain "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements 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 estimates, the timing and amount
of estimated future production, costs of production, 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 state 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 identified under "Risk Factors," important factors that could
cause actual results to differ materially from those described in the
forward-looking statements include, among others, risks related to the
integration of acquisitions; risks related to international operations; risks
related to joint venture operations; actual results of current exploration
activities; actual results of current reclamation activities; conclusions of
economic evaluations; changes in project parameters as plans continue to be
refined; future prices of gold and silver; possible variations in mineral
reserves and resources, grade or recovery rates; failure of plant, equipment or
processes to operate as anticipated; accidents, labor disputes and other risks
of the mining industry; delays in obtaining governmental approvals or financing
or in the completion of development or construction activities, as well as those
factors discussed in the section entitled "Risk Factors" in this Proxy
Statement/Prospectus. In addition, there may be other factors not currently
anticipated or that may have a greater effect than expected that 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.

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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 __________, 2004, and any
adjournments or postponements of the meeting.

This Proxy Statement/Prospectus is being mailed to Crown shareholders on
or about _____________, 2004. 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 ______________,
2004 at ____ __.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.

RECORD DATE AND VOTING POWER

Crown's board of directors has fixed the close of business on
_________________, 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 [__________] shares of Crown common stock outstanding and entitled to
vote, held by approximately _______ 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.

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 the record date for the special meeting, the directors and
executive officers of Crown and their affiliates owned [_________] shares of
Crown common stock, which represented approximately [___]% 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 the record date for the special meeting, [_________] shares of Crown
common stock were subject to the stockholder and voting agreement, representing
approximately [____]% of the outstanding shares of Crown common stock entitled
to vote at the Crown special meeting, so that the vote of approximately
[__________] additional shares of Crown common stock will be required to approve
the merger. See the section entitled "Agreements Relating to the Merger--The
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, we will not
count abstentions and broker non-votes 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 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 and not
revoked 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.

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, 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. 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 adopt and 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" and "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.

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. The Crown board 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 2004 ANNUAL MEETING

If the merger is not completed, proposals of Crown shareholders that are
intended to be presented at Crown's 2004 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 ______________.

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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 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 owns 38.7% of Solitario , which was included in the
financial statements of Crown on a consolidated basis prior to October 2000.
Since that date, Crown's investment in Solitario has been accounted for under
the equity method of accounting. Solitario operates as a precious and base
metals exploration company in Brazil, Bolivia, and Peru.

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 historically has been to advance its properties, either on
its own or through joint ventures, to the feasibility study stage and thereafter
to pursue development of the properties, typically through a joint venture with
a partner that has expertise in mining operations. Crown has in the past
recognized revenues from the option and sale of property interests to joint
venture partners and from the sale of its share of metals produced on its
properties.

Over the past several years, Crown has had limited financial resources
and, accordingly, has not engaged directly in any significant exploration
activity other than at the Buckhorn Mountain Project. Crown's current activities
relate to the permitting process for development of the Buckhorn Mountain
Project.

Crown was incorporated under the laws of the State of Washington in
August 1988. Unless otherwise indicated by the context, all references to Crown
refer to Crown Resources Corporation and its subsidiaries.

RECENT DEVELOPMENTS

On February 21, 2003, Crown issued $2,705,000 of its Convertible
Subordinated Notes, Series B, due 2006 (the "Subordinated B Notes"). The
Subordinated B Notes were convertible into common stock of Crown at $0.75 per
share. Solitario invested $400,000 in the Subordinated B Notes on the same terms
as all other investors.

On October 31, 2003, and November 5, 2003, a total of $839,331 of Crown's
10% Convertible Subordinated Notes due 2006 (the "Subordinated Notes") were
converted into 1,119,108 shares of Crown common stock. On November 5, 2003, the
remaining $3,160,669 of Subordinated Notes were automatically converted into
4,214,225 shares of Crown common stock. Also on November 5, 2003, $2,705,000 of
Crown's Subordinated B Notes were automatically converted into 3,606,667 shares
of Crown common stock. The automatic conversions were in accordance with the
provisions of the Subordinated Notes and Subordinated B Notes whereby the
Subordinated Notes and Subordinated B Notes automatically convert into common
stock if the price of the common stock trades above 233% of the conversion price
of $0.75, or $1.75, for 20 consecutive days. The shares related to the automatic
conversion are deemed issued and outstanding as of November 5, 2003.

On November 11, 2003, Crown entered into a toll milling agreement (the
"Toll Milling Agreement") with Echo Bay Minerals Co. ("Echo Bay Minerals"), a
wholly-owned subsidiary of Kinross, whereby Crown would deliver ore from its
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 (the
"Production Ores") at a rate of $20 per ton. In addition Crown agreed to pay a
one-time capital charge of $5 million to Echo Bay Minerals on or before the last
day of the calendar month following the delivery of Production Ores to the
Kettle River Mill. The agreement is subject to Crown obtaining the necessary
permits to mine and deliver the Production Ores, standard toll-milling terms
regarding (among other terms) grade, delivery, commingling and refining, and
regulatory approval.

On November 20, 2003, Crown entered into the merger agreement with
Kinross whereby Kinross would acquire 100% of the shares of Crown common stock.
Under the terms of the merger agreement, shareholders of Crown will receive
0.2911 of a Kinross common share for each share of Crown and prior to the
completion of the acquisition, Crown would dividend to its shareholders its
approximate 37.8% equity interest in Solitario.

On November 21, 2003, Crown announced that it had issued a notice for the
redemption of all $1,655,333 of its 10% Convertible Secured Notes due 2006 (the
"Secured Notes"). The redemption notice specified that the Secured Notes will be
redeemed on December 31, 2003, for a redemption price of $1,690,254, which
includes $34,921 of interest through December 31, 2003. The Secured Notes may be
converted into shares of Crown common stock at any time prior to the close of
business on December 30, 2003, when the right of conversion will terminate.
Crown expects that the holders of a majority of the Secured Notes will elect to
convert their Secured Notes. If all of the $1,655,333 Secured Notes are
converted, Crown would issue approximately 4,729,523 shares of common stock.

On December 1, 2003, Crown received a feasibility study for the Buckhorn
Mountain Project prepared by SRK Consulting, Suite 602, 357 Bay Street, Toronto,
ON, Canada ("SRK"), an independent mining and engineering consulting firm. The
SRK feasibility study determined that the reported mineral reserves in the study
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. The mineral reserves and resources reported
in the SRK feasibility study have been verified by Mike Michaud, a Mineral
Economist representing SRK. Mr. Michaud is a "qualified person" within the
meaning of applicable Canadian securities regulatory standards. He has verified
the reserve data disclosed herein, including any relevant sampling, analytical
and test data.

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. During Crown's 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 on fee land wholly owned by Crown and on
unpatented claims owned by Crown. Royalties on mineral property controlled by
Crown payable to third parties vary from a 2% 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 the 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.

Crown has applied for patents on nine unpatented mining claims covering
approximately 150 acres.

The following map depicts the approximate location of the Buckhorn
Mountain Project.

[MAP DEPICTING LOCATION OF BUCKHORN MOUNTAIN PROJECT]

ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY

The Buckhorn Mountain Project is located in the Okanogan Highlands, a
mountainous physiographic province 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
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
desposit 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.

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 million any time before July 23, 2006. Crown
recorded $353,000 in mineral property additions in connection with the
termination of the joint venture related to the assumption of liabilities of
$116,000 in property taxes payable in 2001 and $237,000 for the Keystone Note.

Since return of 100% ownership of the property, Crown has conducted
drilling, engineering, and environmental studies and permitting 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 Buckhorn
Mountain Jurrassic/Cretaceous-aged 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.

DRILLING, SAMPLE AND ANALYSIS, AND SECURITY OF SAMPLES

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 Crown
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.

Samples from Crown's second phase of drilling in 2002 and 2003 were check
assayed. 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 that
could affect the modeling of the resources or reserves.

TOLL MILLING AGREEMENT

On November 11, 2003, Crown entered into a toll milling agreement with
Echo Bay Minerals whereby Crown has agreed to deliver ore from its 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 rate of $20 per ton. In addition, Crown agreed to
pay a one-time capital charge of $5 million 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 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.

MINERAL RESERVE ESTIMATES

The mineral reserves and resources reported in this Proxy
Statement/Prospectus have been verified by Mike Michaud, a Mineral Economist
representing SRK Consulting, based in Toronto, Canada. Mr. Michaud, a "qualified
person," under Canadian National Instrument 43-101, has verified the data
disclosed in this Proxy Statement/Prospectus, including any relevant sampling,
analytical and test data. SRK's feasibility study for the Buckhorn Mountain
Project incorporates the toll milling agreement in this Proxy
Statement/Prospectus 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.

MINERAL RESERVES(1)(2)(3) - BUCKHORN MOUNTAIN PROJECT

---------------- ------------------ ---------------------------- ------------------------------------ -----------------
CLASSIFICATION TONNAGE GOLD GRADE GOLD CONTENT
---------------- ------------------ ---------------------------- ------------------------------------ -----------------
(TONS) (TONNES) (OUNCES/TON) (GRAMS/TONNE) (OUNCES)
---------------- ------------------ ------------- -------------- ----------------- ------------------ -----------------

CURRENT(4) PROBABLE 3,075,600 2,790,200 0.32 11.1 991,300
---------------- ------------------ ------------- -------------- ----------------- ------------------ -----------------

---------------- ------------------ ------------- -------------- ----------------- ------------------ -----------------

-------------------------

(1) Drill spacing used to determine reserves varies from 50 to 100 feet. The
cutoff grade used was 0.188 ounces per ton based on detailed costs
developed in the Feasibility Study. A mill recovery of 90% was assumed.
(2) Crown's mineral reserves reported herein are classified in accordance
with the Canadian Institute of Mining, Metallurgy and Petroleum's "CIM
Standards on Mineral Resources and Reserves, Definitions and Guidelines"
as required by Canadian National Instrument 43-101.
(3) The mineral reserve estimates presented herein comply with the reserve
categories required by Industry Guide 7 in the United States.
(4) Current Reserves are reported as of December 15, 2003.

Mineral reserves were estimated based on a per ounce gold price of U.S.
$350 at November 15, 2003. 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 significantly lower
levels then Crown may determine that its reserves should be re-estimated
resulting in a potential reduction in the amount of reserves. Crown estimates
that mineral reserves will change if a different gold price is assumed.

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 will have to be reacquired as part of the ongoing
permitting process.

Subsequent to the January 2000 PCHB ruling, 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 Initial Buckhorn Mountain Project
Plan of Operations was deemed complete by the USFS in August 2003. This plan
proposes a processing facility seven miles from the mine that would be
constructed, owned, and operated by Crown. The ore would be trucked from the
mine to the mill. Crown believes this development plan significantly reduces the
environmental impacts compared to the Crown Jewel open-pit mining plan proposed
by Battle Mountain. Based on discussion with the regulatory agencies, Crown is
unaware of any legal impediments to permitting a mining operation as proposed in
the Initial Buckhorn Mountain Project Plan of Operations.

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.

Recently, subsequent to the signing of the toll milling agreement with
Echo Bay Minerals, Crown has developed an alternative plan 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. Crown is currently
preparing a modification to the Buckhorn Mountain Project Plan of Operations to
accommodate this change in operation. This new development plan further reduces
environmental impacts in comparison to the existing Buckhorn Mountain Project
Plan of Operations.

Although Crown is not aware of any laws or regulations which would be
violated by the mine design proposed in the SRK feasibility study, there will
continue to be uncertainty regarding the ability of Crown 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 the potential
future legal and administrative challenges. Potential delays due to the appeals
process, permit process or litigation are difficult to quantify. See "--Legal
Proceedings."

If the Kinross merger is not completed, Crown would require additional
capital in the form of either equity or debt financing, or 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
also "--Corporate Reorganization" and "Crown Management's Discussion and
Analysis of Financial Condition and Results of Operations."

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% NSR royalty
to third parties. Crown has conducted drilling at the Kings Canyon property but
does not report mineral reserves. During 2000, Crown wrote off its remaining
land and leasehold investment in the Kings Canyon property. Crown continues to
maintain the property and, if the proposed transaction with Kinross is not
consummated, may seek a joint venture partner to further evaluate and develop
Kings Canyon.

PERU, BOLIVIA, AND BRAZIL

Crown has no direct interest in properties outside of the United States.
Crown currently owns a 38.7% interest in Solitario, which owns interests in and
operates mineral property and operations in Peru, Bolivia, and Brazil. Crown
intends to distribute its interest in Solitario prior to completion of the
merger. If the distribution occurs, Crown will have no interest in Solitario as
of the effective date of the merger.

MINERAL PROPERTY AND EXPLORATION EXPENDITURE OVERVIEW

During 2002, Crown incurred $617,000 in expenditures in support of
permitting and development of its Buckhorn Mountain Project. Crown paid $15,000
in claim maintenance fee payments for 2003. Crown has acquired certain other
mining claims and properties not subject to leases by deed located at its
Buckhorn Mountain Project. To maintain the claims and other properties that
Crown has acquired by deed or located, Crown must pay AD VALOREM property taxes
in the case of the patented mining claims and fee land, and annual rental fees
in the case of the unpatented mining claims. See "Considerations Related to
Crown's Business." Crown paid approximately $4,000 in property taxes related to
the Buckhorn Mountain Project in 2003. Crown has no work commitments, claim
maintenance fees, or property taxes remaining to be fulfilled in 2003.

Payments on unpatented
Property mining claims Crown's share of costs in 2003
-------------------------------- ---------------------------- --------------------------------

Buckhorn Mountain Project $15,000 $15,000
Kings Canyon 1,000 1,000
Total: $16,000 $16,000

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 November 28, 2003, Crown employed seven 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.

LEGAL PROCEEDINGS

Beginning in March 1997, the attempt to permit the Crown Jewel Project
was subject to various legal challenges in Washington State court, United States
District Court, and administrative hearings. This permitting process is no
longer being pursued. The proposed operating plan has been substantially revised
as an underground

mine which Crown anticipates will address many of the prior concerns. However,
Crown cannot make assurances prior actions will not have an effect on the
proposed plan of operations or that future litigation will not be filed.

In May 2000, the Okanogan Highlands Alliance, the Washington
Environmental Council, the Kettle Range Conservation Group, and the Colville
Indian Environmental Protection Alliance filed a protest of the patent
application for the grandfathered Buckhorn Mountain Project lode claims. The
protest was filed in the Washington/Oregon State BLM office. The Department of
the Interior has not set a time frame for either granting the patents or
responding to the protest.

The impact and timing of resolution of these and any other actions
related to the permitting process cannot be determined with any accuracy at this
time.

CORPORATE REORGANIZATION

PLAN OF 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
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, which was proportionally distributed to each Debenture holder:

(i) $1,000,000 in cash;

(ii) $2,000,000 of the Secured Notes convertible into Crown common
shares at $0.35 per share. The Secured Notes are PARI-PASSU to and
have essentially the same terms as the Crown's 10% Convertible
Secured Notes due October 2006 and issued pursuant to a note
purchase agreement in October 2001 (the "Senior Notes"), discussed
below, including a 10% interest rate payable in cash or common
stock at Crown's option, and a maturity date of October 2006. The
number of shares of common stock paid for interest, is calculated
based on the stated interest rate for the period divided by the
conversion price of $0.35 per share. On November 21, 2003, the
Secured Notes were called for redemption and the Secured Notes
will be redeemed on December 31, 2003, unless converted before the
close of business on December 30, 2003;

(iii) 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; and

(iv) $4,000,000 of the Subordinated Notes convertible into common stock
of Crown at $0.75 per share. The Subordinated Notes pay interest
at 10% in stock or cash at Crown's option, and mature on the same
date as the Secured Notes. The number of shares of common stock
paid for interest, is calculated based on the stated interest rate
for the period divided by the conversion price of $0.75 per share.
On November 5, 2003, all outstanding Subordinated Notes were
automatically converted into Crown common shares.

In order to effect the Plan on the Effective Date, Crown entered into a
Custody and Disbursing Agreement with Wells Fargo Bank, Minnesota N.A. (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. Crown also transferred $1
million to the Disbursing Agent on the Effective Date. As of November 28, 2003,
the Disbursing Agent had delivered $925,000 in cash, $1,851,000 in Secured
Notes, $3,701,000 in Subordinated Notes (including any accrued and paid interest
from June 11, 2002) and Warrants to

purchase 5,287,606 shares of Crown common stock to Debenture holders who had
presented $13,880,000 in Debenture certificates. As of November 28, 2003,
$1,120,000 in Debenture certificates had not been presented. Pending
presentation of these $1,120,000 in Debenture certificates to the Disbursing
Agent, all interest due on any undistributed Secured and Subordinated Notes is
paid to the Disbursing Agent for the benefit of any Debenture holders who
subsequently tender their certificates. The Debenture holders have until June
2007 to present their certificates, at which time any undistributed cash, notes,
and warrants will revert to Crown.

The Plan provided that all of Crown's other liabilities would be paid in
the normal course.

As part of the Plan, Crown effected a one-for-five reverse split on the
Effective Date of the currently outstanding common stock, while maintaining the
conversion and exercise prices of the Senior Notes, the Secured Notes, the
Subordinated Notes and the related warrants. Under the Plan, any shareholder
holding less than 500 shares prior to the one-for-five reverse split and the
holder of Crown's preferred stock received no distribution. Accordingly, 66,580
shares of common stock and the outstanding preferred stock, held by a wholly
owned subsidiary, which had previously been eliminated in consolidation, were
cancelled.

The Plan also approved the 2002 Crown Stock Incentive Plan (the "2002
Plan") as of the Effective Date. Under the 2002 Plan, Crown may grant options to
purchase up to an aggregate maximum of 5 million shares to employees,
consultants, and directors. As part of the Plan, Crown filed Restated Articles
of Incorporation with the Secretary of State of the State of Washington.

While the Plan resulted in a change in ownership of greater than 50%, the
reorganization value of Crown's assets immediately before the Effective Date was
greater than the total of all post-petition liabilities and allowed claims. As a
result, Crown did not adopt fresh start reporting and will continue to recognize
its historical basis of accounting.

CONTROL OF CROWN

As a result of the Plan, holders of Crown's $3,600,000 Senior Notes
gained effective control of Crown (collectively the "Senior Lenders"). Senior
Notes with a face value of $3,250,000 (the "Escrowed Notes") are convertible
into Crown common stock at $0.35 per share and a $350,000 Solitario Note
(described below) is convertible into Crown common stock at $0.2916 per share.
In addition the Senior Lenders also received warrants exercisable into
10,485,714 shares of Crown common stock (the same number of shares as their
Senior Notes were convertible into), with an exercise price of $0.75 per Crown
share for 9,285,714 shares and an exercise price of $0.60 per Crown share for
1,200,000 shares. After the Effective Date, the Senior Lenders owned
approximately 52% of Crown's common stock on a fully diluted basis.

The largest investor in the Senior Notes, Zoloto Investors, LP
("Zoloto"), owns $2,000,000 in Senior Notes and Crown warrants exercisable into
5,714,286 shares. Steven Webster, the Chairman of the Board of Crown, is the
sole member of the general partner of Zoloto. Additionally, on the Effective
Date, the Senior Lenders granted a pari-passu security interest in the assets
securing the Senior Notes issued in connection with the Plan. However any
actions related to that security interest may only be taken pursuant to a second
intercreditor agreement based upon the combined vote of the Senior Lenders
voting as a block, and the Secured note holders voting as a block, giving
effective control of the security interest in the assets of Crown to the Senior
Lenders, and ultimately to Zoloto.

In October 2001, Solitario invested in two Secured Notes, which totaled
$1,000,000 of the $3,600,000 principal amount of Secured Notes issued. The
proceeds of $350,000 from the first note (the "Solitario Note") were delivered
to Crown. The proceeds from the second note from Solitario, and the remaining
Secured Notes of $2,600,000 or $3,250,000 in total, were placed in escrow
pending the outcome of Crown's Bankruptcy. The remaining balance of the proceeds
plus interest was released to Crown on the Effective Date. The independent Board
members of both Crown and Solitario approved the transaction. The terms of the
transaction on the Escrowed Notes were the same as given to other senior lenders
of Crown (the "Senior Lenders") and, with regard to the terms of the $350,000
Solitario Note, the terms were negotiated with and approved by the other Senior
Lenders.

As part of the Plan, the Senior Lenders, nominated three of the seven
initial board members. Two of the three nominated, Mr. Webster and Mr. Harte,
were investors in Zoloto. Zoloto also had, as part of the Voting Agreement
(described below), the right to vote any outstanding shares owned by Solitario
for their nominees to the Board of Directors at any subsequent meeting of
shareholders.

Crown entered into a Voting Agreement dated as of April 15, 2002 with
Zoloto and Solitario, who are each shareholders of Crown (the "Signing
Shareholders"). Pursuant to the Voting Agreement, Solitario and Zoloto agree
that they will each vote their 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 terminates on June 25, 2006. As of December 9, 2003, the
Signing Shareholders collectively held 1,733,866 shares, or approximately 8.5%,
of the outstanding shares of Crown. As of December 9, 2003, assuming conversion
of all outstanding convertible debt and exercise of all warrants on a cash
basis, the Signing Shareholders collectively held 19,276,724 shares or
approximately 38.9% of the fully diluted shares calculated on the same basis.

--------------------------------------------------------------------------------

PRINCIPAL SHAREHOLDERS OF CROWN

--------------------------------------------------------------------------------

The table below sets forth information as to each person owning of record
or who was known by Crown to own beneficially more than 5% of the Crown common
stock (and other securities convertible into Crown common stock) as of December
9, 2003, and information as to the ownership of Crown common stock 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.

Percent of
Crown's
common stock,
based on current
number of Percent of Percent of
outstanding Crown's Crown's
Amount and common shares Ownership common stock, common stock,
Nature of prior to Assuming based on exercise based on exercise
Beneficial conversion Conversion of of convertible of convertible
Ownership in of any other securities on a securities on a
Name and Address of Crown common convertible convertible non-diluted fully diluted
Beneficial Owner(1) stock(2) securities(2) securities(3) basis(4) basis(5)
------------------------------- -------------- ------------------ ---------------- ------------------ ------------------

Solitario Resources Corporation
4251 Kipling St., Suite 390
Wheat Ridge, CO 80033 965,491 4.7% 7,079,777(9) 26.6% 14.3%

Zoloto Investors, LP
14701 St. Mary's Lane,
Suite 800
Houston, TX 77079 1,733,866(6) 8.5% 19,276,724(10) 50.7% 38.9%

Loeb Partners Corporation
61 Broadway
New York, NY 10006 2,625,718 12.8% 3,395,241(11) 16.0% 6.8%

Deephaven Domestic Capital
Management
130 Cheshire Lane, Suite 102
Minnetonka, MN 55305 2,526,680 12.3% 2,526,680 16.0% 6.8%

Gary L. Blum
3104 Oak Lane
Dallas, TX 75226 71,234 0.3% 1,214,092(12) 5.6% 2.4%

Oliver Baring
Devon House
12-15 Dartmouth St.
London, SW1 H9BL, England 96,048 0.5% 1,524,620(13) 7.0% 3.1%

Coot Investments, Lt
Summerhays Farm
Cotleigh, Honiton
Devon, EX14 9HF
United Kingdom 499,877 2.4% 1,337,973(14) 6.3% 2.7%

Steven A. Webster 1,885,513(7) 9.2% 19,653,371(15) 51.4% 39.6%

Christopher M. Harte - - 175,000(16) 0.8% 0.4%

Christopher E. Herald 37,268 0.2% 887,268(17) 4.2% 1.8%

Mark E. Jones, III -(8) - 175,000(16) 0.8% 0.4%

Brian Labadie - - 225,000(18) 1.1% 0.5%

F. Gardner Parker - 200,000(19) 1.0% 0.4%

Ronald Shorr - 175,000(16) 0.8% 0.4%

James R. Maronick 2,177 0.0% 532,177(20) 2.5% 1.1%

All directors and executive
officers as a group (nine
persons) 1,924,958 9.4% 22,522,816(21) 54.8% 45.4%

(footnotes contained on following page)

-------------------------

(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) These columns reflect the ownership of outstanding Crown common stock as
of December 9, 2003. The percentages are based on the total outstanding
shares as of that date of 20, 488,101. In addition to the outstanding
common stock, as of December 9, 2003, Crown had outstanding: convertible
debt, which can be converted into 12,329,527 shares of Crown common
stock; warrants to acquire up to 13,413,333 shares of Crown common stock;
and options to acquire up to 3,379,000 shares of Crown common stock.
(3) This column reflects the number of shares of Crown common stock held
assuming the conversion or exercise of all convertible debt, warrants and
options held by the identified shareholder.
(4) This column reflects the percentage ownership assuming the identified
shareholder's shares in (3) above divided by all currently outstanding
shares plus number of shares of Crown common stock that would be
outstanding assuming the conversion or exercise of all convertible debt,
warrants and options held by the identified shareholder.
(5) This column reflects the percentage ownership assuming the conversion of
all convertible debt, the exercise of all options, and the exercise of
all warrants for cash, which would result in 49,609,962 shares of Crown
common stock issued and outstanding.
(6) Includes 965,491 shares held by Solitario Resources Corporation, which
are subject to a voting agreement.
(7) Includes 1,733,866 shares beneficially held by 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) Includes 3,057,143 shares available upon conversion of Crown 10%
convertible secured notes and 3,057,143 shares available upon the
exercise of warrants.
(10) Includes 5,714,286 shares available upon conversion of Crown 10%
convertible secured notes, and 5,714,286 shares available from the
exercise of warrants and 7,079,777 shares beneficially owned by
Solitario, subject to a voting agreement between Solitario and Zoloto.
(11) Includes 769,523 shares available upon conversion of Crown 10%
convertible secured notes.
(12) Includes 571,429 shares available upon conversion of Crown 10%
convertible senior notes and 571,429 shares available upon the exercise
of warrants.
(13) Includes 714,286 shares available upon conversion of Crown 10%
convertible senior notes and 714,286 shares available upon the exercise
of warrants.
(14) Includes 419,048 shares available upon conversion of Crown 10%
convertible secured notes and 419,048 shares available upon the exercise
of warrants.
(15) Includes 225,000 shares available upon exercise of Crown options and
19,276,724 shares beneficially owned by Zoloto, of which Mr. Webster is
the sole member of general partner.
(16) Includes options to purchase 175,000 shares.
(17) Includes options to purchase 850,000 shares.
(18) Includes options to purchase 225,000 shares.
(19) Includes options to purchase 200,000 shares.
(20) Includes options to purchase 530,000 shares.
(21) Includes, in the aggregate, 8,771,429 shares available upon conversion of
Crown convertible senior notes, 8,771,429 shares available upon the
exercise of warrants and options to purchase 3,055,000 shares.

--------------------------------------------------------------------------------

CROWN SELECTED HISTORICAL FINANCIAL INFORMATION

--------------------------------------------------------------------------------

The selected consolidated financial data set forth below for each of the
five years in the period ended December 31, 2002, and as of the years then ended
has been derived from: (i) Crown's audited consolidated financial statements
(not all of which financial statements are presented herein); and (ii) the
unaudited consolidated statements of operations and balance sheets of Crown as
of and for each of the nine months ended September 30, 2003 and 2002. The
financial statements as of and for the nine months ended September 30, 2003 and
2002, in the opinion of management, 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 information
for the periods. The selected consolidated financial data should be read in
conjunction with Management's Discussion and Analysis of Financial Condition and
Results of Operations and the consolidated financial statements and related
notes thereto included elsewhere in this report.

Balance sheet data: As of September 30 As of December 31,
------------------ ------------------
(in thousands) 2003 2002 2002 2001 2000 1999 1998
---- ---- ---- ---- ---- ---- ----

Total assets $21,105 $19,292 $19,233 $ 21,265 $ 20,095 $ 22,709 $ 36,500
Current portion long-term debt $ 51 $ 50 $ 70 $ 18,302 $ 15,000 $ - $ -
Long-term debt $ 8,059 $ 5,031 $ 5,061 $ 148 $ - $ 15,000 $ 15,000
Working capital (deficit) $ 2,397 $ 1,294 $ 825 $(15,713) $(14,211) $ 4,881 $ 7,839
Stockholders' equity $10,966 $10,763 $10,637 $ 1,850 $ 4,695 $ 5,980 $ 17,182

Income statement data Nine Months Ended
-----------------
September 30, Year Ended December 31,
(in thousands, except per 2003 2002 2002 2001 2000(1) 1999(2) 1998
share amounts) ---- ---- ---- ---- ---- ---- ----

Revenues $ 19 $ 201 $ 206 $ 248 $ 6,401 $ 538 $ 610
------- ------- ------- -------- -------- -------- ---------

Net income (loss) $(2,574) $ 5,410 $ 4,935 $ (3,148) $ (1,659) $(11,117) $ (1,928)
======= ------- ======= ======== ======== ======== =========
Basic income (loss)
per share before change in
accounting principle $ (0.52) $ 1.77 $ 1.52 $ (1.08) $ (0.57) $ (0.90) $ (0.65)

Diluted income (loss)
per share before change
in accounting principle $ (0.52) $ 0.32 $ 0.26 $ (1.08) $ (0.57) $ (0.90) $ (0.65)
======= ======= ======= ======== ======== ======== =========

Change in accounting principle - - - - - (2.90) -
------- ------- ------- -------- -------- -------- ---------
Basic income (loss)
per share(3) $ (0.52) $ 1.77 $ 1.52 $ (1.08) $ (0.57) $ (3.80) $ (0.65)
======= ======= ======= ======== ======== ======== =========

Diluted income (loss)
per share $ (0.52) $ 0.32 $ 0.26 $ (1.08) $ (0.57) $ (3.80) $ (0.65)
======= ======= ======= ======== ======== ======== =========

-------------------------

(1) Includes the operations of Solitario on a consolidated basis through
October 18, 2000. Subsequent to October 18, 2000, the results of
Solitario are reflected under the equity method of accounting.
(2) Crown changed its method of accounting for exploration costs and recorded
an $8.5 million charge related to the cumulative effect of the change in
accounting principle to operations in 1999.
(3) Crown effected a one-for-five reverse split of the Crown common stock in
connection with the Plan on the Effective Date. All prior reported Crown
common stock amounts have been adjusted and are presented as though the
reverse stock split occurred on January 1, 1998.

--------------------------------------------------------------------------------

CROWN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

--------------------------------------------------------------------------------

The following discussion should be read in conjunction with consolidated
financial statements of Crown and related notes thereto included with this
document. All prior period per share amounts have been adjusted to account for
the one-for-five reverse split in accordance with the Plan. Crown's financial
condition and results of operations are not necessarily indicative of what may
be expected in future periods. This Proxy Statement/Prospectus contains
forward-looking statements that involve risks and uncertainties. Crown actual
results could differ significantly from those projected in the forward-looking
statements as a result of many factors, including those discussed in "FORWARD
LOOKING STATEMENTS," "RISK FACTORS," and elsewhere in this Proxy
Statement/Prospectus. Crown assumes no obligation to update the forward-looking
statements or these factors.

RESULTS OF OPERATIONS

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 it will be able to
successfully permit and develop the Buckhorn Mountain Project. See "--Liquidity
and Capital Resources," "Proposed Kinross Transaction," and "Buckhorn Mountain
Project Permitting."

NINE MONTHS ENDED SEPTEMBER 30, 2003

Crown had a net loss of $2,574,000 for the first nine months of 2003
compared to net income of $5,410,000 for the first nine months of 2002. The
increased loss is the result of increased general and administrative costs,
primarily related to $1,453,000 of compensation expense related to variable plan
accounting recorded in the first nine months of 2003 and an increase in interest
expense on the Senior, Secured, Subordinated and Subordinated B Notes during the
first half of 2003 compared to interest on the Senior Notes and the Debentures
through the first nine months of 2002. The increase in these costs during 2003
compared to 2002 was mitigated by a reduction in Crown's equity share of
Solitario's loss and an increase in the deferred tax credit available in 2003
compared to the first nine months of 2002. Additionally, Crown recorded a gain
on the discharge of its convertible debentures of $8,684,000 in 2002 and a gain
of $171,000 on the sale of its Cord Ranch property in the third quarter of 2002
and there was no similar gain recorded in 2003. Additionally, in 2003, Crown
recorded an income tax benefit of $1,324,000 compared to tax expense of
$1,553,000 in 2002.

Crown had no active exploration projects during the first nine months of
2003 or 2002. Crown's general and administrative expenses increased to
$1,907,000 during the first nine months of 2003 compared to $287,000 in first
nine months of the prior year. The increase during 2003 was primarily related to
a non-cash charge of $1,453,000 to compensation expense related to stock options
granted during 2002 that are subject to variable plan accounting. There were no
charges to compensation expense in the prior year period. Crown recorded
increased administrative non-bankruptcy costs related to legal fees of $71,000,
travel costs of $23,000 and shareholder relation costs of $67,000 were recorded
during the first nine months of 2003 compared to legal fees of $7,000, travel
costs of $7,000 and shareholder relation costs of $61,000 during 2002, when
these costs were significantly reduced as Crown was in bankruptcy. In addition,
Crown's net administrative expenses were increased as a result of a reduction in
management fees to $275,000 during the first nine months of 2003 compared to
$365,000 during the first nine months of 2002.

Crown's interest expense was $1,803,000 for the first nine months of 2003
compared to $679,000 in the prior year period. The interest is primarily related
to the Senior Notes, Secured Notes, Subordinated Notes and Subordinated B Notes.
All of the notes accrue interest at the rate of 10% per year. Crown has the
option to pay the quarterly interest payments in its common stock at the
conversion price of $0.35 per share and $0.2916 per share for the Senior Notes,
$0.35 per share for the Secured Notes, and $0.75 per share for the Subordinated
and Subordinated

B Notes. During the first nine months of 2003, Crown issued 1,752,886 shares of
common stock, with a market value of $1,453,000 for interest on the Senior,
Secured Subordinated and Subordinated B Notes, compared to its issuance of
860,953 shares with a market value of $191,000 for interest on the Senior,
Secured and Subordinated Notes during the first nine months of 2002. In
addition, during the nine months of 2003, Crown recorded $292,000 of interest
expense related to the amortization of the discounts on the Senior and Secured
Notes compared to amortization of these discounts of $128,000 in the first nine
months of the prior year.

As discussed further below, Crown recorded a gain of $8,684,000 on the
discharge of its convertible debentures in 2002. There was no such gain in 2003.

Crown recorded $193,000 of equity in loss of unconsolidated subsidiary,
related to Solitario, during the first nine months 2003 compared to $558,000
during the first nine months of 2002. The decrease in the loss from Solitario
was the result of Solitario's reduced exploration expense in the first nine
months of 2003 of $170,000, compared to $711,000 during the first nine months of
2002 as a result of the Anglo joint venture. Solitario recorded increased
interest income of $238,000 during the first nine months of 2003 compared to
$100,000 during the first nine months of 2002. In addition, Solitario reduced
general and administrative expenses to $218,000 during the first nine months of
2003 compared to $300,000 during the first nine months of 2002 related to
reductions in staff travel and office expenses.

Crown recorded a deferred tax benefit of $1,324,000 in the nine months of
2003 compared to an expense of $1,553,000 in the first nine months of 2002.
Prior to the Effective Date, Crown had provided a valuation allowance for its
deferred tax assets, and was not able to recognize any deferred tax benefit. The
provision recorded on 2002 relates primarily to the gain recorded on the
discharge of the debentures.

REORGANIZATION AND BANKRUPTCY

Crown recorded reorganization costs of $391,000 during the first nine
months of 2002 related to the Bankruptcy. These costs consisted of legal,
accounting and consulting expenses. Crown recorded a gain of $8,684,000 on the
extinguishment of debt in connection with the exchange of the Debentures. See
Note 2 in the notes to the consolidated financial statements. The transaction is
detailed below (in thousands):

Debt extinguished:
Debentures $15,000
Plus accrued interest 970
-------
Total debt extinguished 15,970
-------
Assets exchanged for Debentures:
Cash 1,000
Secured Notes 2,000
Subordinated Notes 4,000
Warrants, at fair market on date of issuance 286
-------
Total Assets exchanged for Debentures 7,286
-------
Gross gain from extinguishment of debt 8,684
=======

FISCAL YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000

Crown had net income of $4,935,000 in 2002 compared with a net loss of
$3,148,000 in 2001 and $1,659,000 in 2000. As a result of the corporate
reorganization and Bankruptcy, described above, Crown recorded $8,684,000 as a
gain on discharge of convertible debt.

Total revenues were $206,000 in 2002 compared to $248,000 in 2001 and
compared to $6,401,000 in 2000. During 2000, Solitario, which was consolidated
with Crown through October 2000, completed a transaction with an affiliate of
Newmont and sold its interest in its Yanacocha property for $6 million and a
sliding scale net smelter return royalty that varies with the price of gold.
Crown recorded a gain on sale, on a consolidated basis, of $5,809,000 on that
sale, which accounted for the increase in revenues during 2000.

Royalty income was $112,000 in 2000. Royalty income was from Crown's
interest in the Lamefoot deposit at the Kettle River mine in Washington. The
Lamefoot deposit was mined out during the fourth quarter of 2000 and, in January
2001, Crown sold its interest in Judith Gold, which held the Lamefoot royalty to
Canyon Resources Corporation, for 200,000 shares of Canyon Resources Corporation
common stock. As a result, no future royalty income is expected. Crown recorded
a gain on sale of $200,000, which equaled the proceeds from the sale during
2001. On September 4, 2002, Crown sold its entire 30% interest in the Cord Ranch
properties to Royal Standard Minerals, Inc., the owner of the remaining 70% of
the Cord Ranch properties for one million shares of common shares of Royal
Standard Minerals. Crown recorded a gain on sale of $171,000, which equaled the
market value of the shares received on the date of sale, as Crown had no
carrying value for its interest in the Cord Ranch Properties.

Interest income was $35,000 in 2002 compared with $34,000 in 2001, and
$344,000 in 2000. Crown's average invested cash balances increased during 2002
compared to 2001, however, this increase was mitigated by a reduction in the
rate of interest paid on the money market funds and short-term investments in
which Crown invests its cash balances. The primary factors resulting in the
decrease in interest income between 2001 and 2000 are the deconsolidation of
Solitario and the payment of interest and other expenses entirely from cash
balances during 2001.

Exploration expense was $4,000 in 2002 compared to $5,000 in 2001 and
$903,000 in 2000 primarily as a result of the deconsolidation of Solitario as of
October 2000 and a reduction of Crown's exploration activities.

General and administrative expenses were $607,000 in 2002 compared to
$828,000 in 2001 and compared to $1,171,000 in 2000. The lower costs in 2002 are
the result of reduced administrative costs, particularly related to legal
expenses that were reduced from $348,000 in 2001 to $62,000 in 2002. The
increased 2001 legal expenses for general corporate matters related to the
default in 2001 on the Debentures and related restructuring negotiations.
Additionally, shareholder and public relations expenses were reduced from
$91,000 in 2001 to $75,000 in 2002 as Crown did not hold an annual meeting in
2002 due to the Bankruptcy. Travel and entertainment expenses were also reduced
from $26,000 in 2001 to $4,000 in 2002 as Crown's corporate focus was shifted to
the corporate reorganization. Offsetting these reductions from 2001 to 2002 was
a charge of $175,000 for compensation expense related to 2002 options grants
subject to variable plan accounting. Under variable plan accounting, any
increase in the intrinsic value of the option due to changes in the market value
of Crown's common stock are charged to compensation expense during the period of
service, (the vesting period) of the option. There were no charges to
compensation expense for variable plan accounting in 2001 or 2000. Certain
additional legal and accounting costs of $387,000 were incurred during 2002 as a
result of the Bankruptcy filing and are charged as reorganization costs. The
reduction in costs from 2000 to 2001 is primarily related to the deconsolidation
of Solitario at the end of 2000, which offset the increased legal expenses of
2001 discussed above.

Interest expense was $980,000 in 2002 compared to $1,046,000 in 2001 and
$971,000 in 2000. Interest expense decreased in 2002 as a result of the filing
of Bankruptcy and the confirmation of the Plan that resulted in no interest
expense on the Debentures from the date of the filing. In addition as part of
the Plan, Crown exchanged $6,000,000 in new notes for $15,000,000 of Debentures.
Interest expense increased during 2001 as a result of the issuance of $3,600,000
of Senior Notes in October 2001 and additional interest on the Debentures, which
accrued as a result of the default on the Debentures in August 2001. Included in
interest expense is amortization of warrant and beneficial conversion features
related to the Senior and Secured notes of $208,000 in 2002 and $12,000 in 2001
as well as amortization of deferred offering costs related to the Debentures of
$68,000 in 2001 and $102,000 in 2000.

Crown regularly performs evaluations of its assets to assess the
recoverability 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 estimated future net cash flows from the asset.
Write-downs relating to exploration properties amounted to $2,542,000 in 2000.
There were no mineral property write-downs in 2002 or 2001. Included in the
write-down for 2000 was the abandonment of the Cord Ranch lease property with a
charge to asset write-downs of $1.2 million. Additionally, Crown recorded an
asset write-down of $1.3 million for the impairment of its interest in the Pinon
Range and Dixie Creek prospects at Cord Ranch as well as the impairment of the
Kings Canyon property in Utah. The impairment of Crown's investment in these
properties is attributable to continued low gold prices and its inability to
complete acceptable joint ventures to explore and develop these properties.

In 2002, Crown recorded a gain of $8,684,000 on the discharge of
convertible debentures. There were no such gains in 2001 or 2000.

Minority interest in income of subsidiary was $2,141,000 in 2000. The
income from Solitario in 2000 was primarily due to Solitario's gain on sale of
the Yanacocha property of $5,809,000. Operations of Solitario were consolidated
with Crown prior to October 2000. Subsequent to October 2000, primarily as a
result of Solitario's acquisition of Altoro Gold Corp., the results of Solitario
are reflected under the equity method of accounting. Crown recorded $662,000
equity in loss from unconsolidated subsidiary in 2002 compared to $1,506,000 in
2001. Solitario recorded a reduced loss in 2002 compared to 2001 due to
reductions in exploration expense, general and administrative expenses,
management fees and asset write-downs during 2002 compared to 2001.

In 2002, Crown recorded tax expense of $1,308,000 related primarily to
the gain on discharge of convertible debentures. In 2001 and 2000, Crown
recorded no tax benefit because it had a full valuation allowable against its
deferred expenses.

LIQUIDITY AND CAPITAL RESOURCES

NINE MONTHS ENDED SEPTEMBER 30, 2003

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, many of which are beyond Crown's control.

Net cash used in Crown's operating activities was $554,000 in the first
nine months of 2003 compared to $752,000 during the first nine months of 2002.
The use of cash included payment of $161,000 of accounts payable that were
reduced to $126,000 at September 30, 2003 from $287,000 at December 31, 2002.
The large accounts payable at the end of 2002 related to drilling activity on
the Buckhorn Mountain Project at the end of last year.

During the nine months ended September 30, 2003, Crown spent $709,000 for
net additions to mineral property for costs related to permitting and
maintenance costs at its Buckhorn Mountain Project compared to $180,000 in the
first nine months of 2002. Since Crown emerged from the Bankruptcy, its primary
focus has been and will continue to be toward the permitting of the Buckhorn
Mountain Project. See "--Buckhorn Mountain Project Permitting" below. Crown has
budgeted $1,575,000 for permitting and development expenditures in 2003 related
to the Buckhorn Mountain Project. These costs include infill drilling of the
deposit, certain baseline hydrologic studies, engineering and design work, an
updated feasibility study, and work on a supplemental draft environmental impact
statement. Additionally, Crown will pay certain maintenance and legal expenses
to maintain its interest in the Buckhorn Mountain Project. The development of
the Buckhorn Mountain Project through initial production is currently estimated
to be approximately $91 million (including $21 million in contingency). If the
transaction with Kinross does not close, Crown 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.

Net cash provided from Crown's financing activities was $2,665,000 for
the first nine months of 2003 compared to $2,264,000 for the same period of
2002. Crown issued $2,705,000 in Subordinated B Notes on February 21, 2003.
During the third quarter of 2002 Crown received $3,284,000 from the proceeds of
the Escrowed Notes on the Effective Date, of which $1,000,000 was distributed
for the benefit of the Debenture holders.

Cash and cash equivalents amounted to $2,423,000 at September 30, 2003.
These funds are generally invested in short-term interest-bearing deposits and
securities.

FISCAL YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000

In October 2001, Crown issued $3,600,000 of 10% convertible secured
promissory notes due in October 2006 (the "Senior Notes"). The Senior Notes have
a five-year term and carry a 10% interest rate, payable quarterly in cash or
Crown common stock at the conversion prices of $0.35 and $0.2916 per share at
Crown's election. Originally, proceeds of $3,250,000 from the Senior Notes were
placed in escrow pending restructuring of the

Debentures (the specific Senior Notes related to the proceeds placed in escrow
are also referred to as "Escrowed Notes"). Solitario invested $650,000 in these
Escrowed Notes. The Escrowed Notes are convertible into shares of Crown common
stock at a conversion price of $0.35 per share, subject to adjustment. In
addition, the Escrowed Note holders have been issued a five-year warrant for
every share into which the Escrowed Notes are convertible, which warrant will be
exercisable into a Crown common share at $0.75 per share, subject to adjustment.
All funds in escrow were released on June 11, 2002. Solitario also invested in a
separate Senior Note, (referred to as the "Solitario Note") for the remaining
$350,000 of the Senior Notes. These funds were made immediately available to
Crown for general corporate purposes. The Solitario Note is convertible into
shares of Crown common stock at a conversion price of $0.2916 per share, subject
to adjustment. In addition, Solitario has been issued a five-year warrant to
acquire 1,200,000 shares of Crown common stock at $0.60 per share, subject to
adjustment. The terms of the Solitario Note and the related warrant are
otherwise identical to the terms of the Escrowed Notes and warrants. Crown used
$1,000,000 of the proceeds to pay the cash component of the Debenture
restructuring discussed in Corporate Reorganization above. Crown expects to use
the remaining proceeds to initiate permitting on its Buckhorn Mountain Project
in the state of Washington and for general corporate purposes. The Senior Notes
are secured by all of Crown's assets on a pari-passu basis with the Secured
Notes. The assets consist primarily of Crown's interest in the Buckhorn Mountain
Project and Crown's wholly-owned subsidiary, Crown Resource Corp. of Colorado,
whose assets consist primarily of a 38.7% as of December 9, 2003, equity
interest in Solitario.

Net cash used in operating activities was $676,000 in 2002 compared to
$1,163,000 in 2001 and $2,416,000 in 2000. The reduction in cash used during
2002 related to a reduced level of activity for exploration and development as a
result of the corporate reorganization as well as a reduction in interest
expense related to: (i) an overall reduction in debt through the corporate
reorganization; (ii) payment of interest in stock on the Senior, Secured and
Subordinated Notes and; (iii) no payments made for interest on the Debentures in
2002. During 2000, the inclusion of Solitario's operations prior to the
deconsolidation in October 2000 accounted for a significant portion of the cash
usage compared to 2001.

Net cash used in investing activities in 2002 was $635,000 compared to
$18,000 in 2001 and $1,787,000 in 2000. Crown began work to permit and develop
Crown's Buckhorn Mountain Project during 2002 upon the completion of the
corporate reorganization. These costs totaled $617,000 and included an in-fill
drilling program, engineering and design work, feasibility study update, and
permitting and monitoring costs. Most of the permitting and development work was
delayed from the time Crown terminated its joint venture with Newmont in July
2001 until the completion of Crown's corporate reorganization, which accounts
for the reduced cash use in 2001. The fluctuation during 2000 resulted from the
inclusion of Solitario's $5,600,000 proceeds from the Yanacocha sale, which was
offset by the elimination of Solitario's cash of $6,908,000 when Crown no longer
consolidated Solitario and accounted for its investment under the equity method.

Net cash provided by financing activities was $2,234,000 in 2002 compared
to $320,000 in 2001. There was no cash provided from financing activities during
2000. Proceeds of $350,000 from the Secured Note financing were delivered to
Crown in October 2001. The balance of the $3,600,000 Senior Notes financing of
$3,250,000, plus interest was delivered to Crown during 2002. Of this amount,
$1,000,000 was used to pay the cash portion of the exchange with holders of the
Debentures on the Effective Date of the Plan.

Crown has budgeted $1,575,000 for permitting and development expenditures
in 2003. These expenditures will be directed toward the permitting of the
Buckhorn Mountain Project. These costs include infill drilling the deposit,
certain baseline hydrologic studies, engineering and design work, an updated
feasibility study, and work on a Supplemental Draft Environmental Impact
Statement. Additionally, Crown will pay certain maintenance and legal expenses
to maintain Crown's interest in the Buckhorn Mountain Project. The development
of the Buckhorn Mountain Project through initial production is currently
estimated to be approximately $33 million. Crown 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.

Future cash commitments at December 31, 2002, include the payment of: (i)
Senior, Secured and Subordinated Notes; (ii) long-term debt; (iii) unpatented
mining claim payments, and (iv) operating leases, as follows:

(in thousands) 2003 2004 2005 2006(1)(2) 2007 TOTAL
---- ---- ---- ---- ---- -----

Senior Notes $ - $ - $ - $ 3,600 $ - $ 3,600
Secured Notes - - - 2,000 - 2,000
Subordinated Notes - - - 4,000 - 4,000
Long-term debt 70 50 50 - - 170
Unpatented mining claim payments(3) 22 22 22 22 22 110
Operating leases 39 20 - - - 59
------- ------- ------- ------- ------- -------
Total commitments $ 131 $ 92 $ 72 $ 9,622 $ 22 $ 9,939
======= ======= ======= ======= ======= =======

-------------------------
(1) Crown's long-term debts include Senior Notes, Secured Notes, Subordinated
Notes and Subordinated B Notes (collectively "the Notes"), all due
October 2006. The Notes carry a 10% interest rate, payable quarterly.
Crown has agreed with Kinross to pay future interest in cash pending the
consummation of Kinross' acquisition of Crown. However, Crown cannot
assure that it will have the liquidity to pay these Notes upon maturity.
On October 31, 2003, and November 5, 2003, a total $839,331 of
Subordinated Notes were converted into 1,119,108 shares of common stock.
On November 5, 2003, the remaining $3,160,669 of Subordinated Notes were
automatically converted into 4,214,225 shares of common stock in
accordance with the provision of the Subordinated Notes whereby the
Subordinated Notes automatically convert into common stock if the price
of the common stock trades above 233% of the conversion price of $0.75,
or $1.75, for 20 consecutive days. The shares related to the automatic
conversion are deemed issued and outstanding as of the date of the
automatic conversion.
(2) On November 21, 2003, Crown announced that it had issued a redemption
notice for the redemption of $1,655,333 of its 10% Convertible Secured
Notes due 2006 (the "Secured Notes"). The redemption notice, which
represented all of its outstanding Secured Notes, specified that the
Secured Notes will be redeemed on December 31, 2003, for a redemption
price of $1,690,254, which includes $34,921 of interest through December
31, 2003. The Secured Notes may be converted into shares of Crown common
stock at any time prior to the close of business on December 30, 2003,
when the right of conversion will terminate. Crown expects that a
majority of the Secured Notes will elect to convert their Secured Notes.
If all of the $1,655,333 Secured Notes convert, Crown would issue
approximately 4,729,523 shares of common stock. As of December 9, 2003,
there were $645,333 of Secured Notes which had not been converted.
(3) Assumes continued payment of mining claim payments on existing mineral
properties.

Crown will need additional financial resources to pay the principal of
its Senior Notes when due in 2006. There can be no assurance that Crown will be
able to obtain the necessary financial resources.

Cash and cash equivalents amounted to $1,033,000 at December 31, 2002.
These funds are generally invested in short-term interest-bearing deposits and
securities, pending investment in current and future projects. Working capital
at December 31, 2002 was $825,000.

Additionally, uncertainties with respect to the timing of commercial
production at the Buckhorn Mountain Project, as well as the potential
fluctuation in gold prices, could have a material effect upon Crown's ability to
fund its operating activities in the long term. There is no assurance that such
funding will or can be secured on terms favorable to Crown, if at all.

NEW ACCOUNTING PRONOUNCEMENTS

In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity"
("SFAS No. 150") which clarifies the classification as liabilities for certain
financial instruments including equity shares that are mandatorily redeemable,
or a financial instrument other than equity shares that has an obligation to
repurchase the instrument with equity shares, including a conditional obligation
to settle the financial instrument with equity shares. SFAS No. 150 is effective
for financial instruments entered into after May 31, 2003. The adoption of this
statement, on July 1, 2003, has not had a material effect on Crown's
consolidated financial position or results of operations.

In April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 149 "Amendment of Statement 133
on Derivative Instruments and Hedging Activities" ("SFAS No. 149") to provide
amend and clarify financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities. The changes in this statement improve financial reporting by
requiring that contracts with comparable characteristics be accounted for
similarly to achieve more consistent reporting of contracts as either derivative
or hybrid instruments. SFAS No. 149 has been adopted by Crown and will be
applied prospectively for contracts entered into or modified after June 30,

2003. The adoption of this statement has not had a material effect on Crown's
consolidated financial position or results of operations.

The Emerging Issues Task Force is in the process of forming a committee
to evaluate certain mining industry accounting issues, including issues arising
from the implementation of Statement of Financial Accounting Standards No. 141
and Statement of Financial Accounting Standards No. 142 to business combinations
within the mining industry and accounting for goodwill and other intangibles.
Although such committee has not yet been formed, and no formal agenda has been
set, the issues related to the business combinations within the mining industry
and accounting for goodwill and other intangibles may be addressed along with
the related question of whether mineral interests conveyed by leases represent
tangible or intangible assets and the amortization of such assets. While Crown
believes that its accounting for its mineral interests conveyed by leases is in
accordance with generally accepted accounting principles, Crown cannot predict
whether the deliberations of this committee will ultimately modify or otherwise
result in new accounting standards or interpretations thereof that differ from
its current practices.

CRITICAL ACCOUNTING POLICIES

Land and leasehold acquisition costs are capitalized in cost centers and
are depleted on the basis of the cost centers' economic reserves (estimated
recoverable, proven and probable reserves) using the units-of-production method.
If there are insufficient economic reserves to use as a basis for depleting such
costs, they are expensed as a mineral property write-off in the period in which
the determination is made.

Crown expenses all exploration costs incurred on properties other than
acquisition costs prior to the establishment of proven and probable reserves.
All exploration costs capitalized on properties with proven and probable
reserves are periodically evaluated to assess their recoverability as discussed
below.

Crown records the proceeds from the sale of property interests as a
reduction of the related property's capitalized cost. Proceeds that exceed the
capital cost of the property are recorded as revenue. When such proceeds are
associated with properties subject to a joint venture, they are recorded as
revenue in accordance with the terms of the joint venture and the transfer of
the property interest to the joint venture partner during the term of the joint
venture.

Crown's proven and 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, waste-to-ore ratio, 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 of mineralized material
considered economic to process, varies with material type, metallurgical
recoveries, and operating costs. Crown's proven and probable reserves are
estimates, and no assurance can be given that the indicated levels of recovery
of gold will be realized. Ounces of gold in the proven and 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 proven and probable reserves containing relatively lower
grades of mineralization uneconomic to exploit and might result in a reduction
of reserves. As discussed above, the ultimate recovery of Crown's mineral
reserves is dependent on obtaining necessary permits for the Buckhorn Mountain
Project.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

As of September 30, 2003 Payment due by Period
--------------------------------------------------------------------------------------------------------------
Contractual Obligations(3) 2003 2004 2005 2006 2007 TOTAL
---- ---- ---- ---- ---- -----

Long-Term Debt(1)(2) $51,000 $ 98,000 $ - $12,305,000 $ - $12,454,000
Operating Lease 5,000 93,000 - - - 98,000
------- -------- -------- ----------- -------- -----------
Total $56,000 $191,000 $ - $12,305,000 $ - $12,552,000

-------------------------
(1) Crown's long-term debts include Senior Notes, Secured Notes, Subordinated
Notes and Subordinated B Notes (collectively "the Notes"), all due
October 2006. The Notes carry a 10% interest rate, payable quarterly.
Crown has agreed with Kinross to pay future interest in cash pending the
consummation of Kinross' acquisition of Crown. However, Crown cannot
assure that it will have the liquidity to pay these Notes upon maturity.
On October 31, 2003, and November 5, 2003, a total $839,331 of
Subordinated Notes were converted into 1,119,108 shares of common stock.
On November 5, 2003, the remaining $3,160,669 of Subordinated Notes and
$2,705,000 of Subordinated B Notes were automatically converted into
7,820,892 shares of common stock in accordance with the provision of the
Subordinated Notes and Subordinated B Notes whereby the Subordinated
Notes and Subordinated B Notes automatically convert into common stock if
the price of the common stock trades above 233% of the conversion price
of $0.75, or $1.75, for 20 consecutive days. The shares related to the
automatic conversion are deemed issued and outstanding as of the date of
the automatic conversion.
(2) On November 21, 2003, Crown announced that it had issued a redemption
notice for the redemption of $1,655,333 of its 10% Convertible Secured
Notes due 2006 (the "Secured Notes"). The redemption notice, which
represented all of its outstanding Secured Notes, specified that the
Secured Notes will be redeemed on December 31, 2003, for a redemption
price of $1,690,254, which includes $34,921 of interest through December
31, 2003. The Secured Notes may be converted into shares of Crown common
stock at any time prior to the close of business on December 30, 2003,
when the right of conversion will terminate. Crown expects that a
majority of the Secured Notes will elect to convert their Secured Notes.
If all of the $1,655,333 Secured Notes convert, Crown would issue
approximately 4,729,523 shares of common stock. As of December 9, 2003,
there were $645,333 of Secured Notes which had not been converted.
(3) On November 11, 2003, Crown entered into a toll milling agreement with a
subsidiary of Kinross whereby, among other things, Crown agreed to pay a
$5 million capital payment to Kinross in the month following the delivery
of Production Ores (as defined). The timing and ultimate payment of this
capital fee is dependent on the completion of permitting the Buckhorn
Mountain Project and other factors which cannot be predicted at this
time. See "Recent Developments" and "Buckhorn Mountain Project
Permitting."

Additionally, Crown estimates its annual assessment for 152 unpatented
claims at Buckhorn Mountain Project to be $15,200 per year.

The following table illustrates the potential dilution from the
conversion of the Senior and Secured Notes, options, and warrants as of November
28, 2003:

Senior
Outstanding Senior Solitario Secured Total
common stock Notes Note Notes(1) Warrants Options shares

Outstanding balance 17,191,433 $3,250,000 $350,000 $1,655,333 13,824,290 3,379,000
Conversion price n/a $0.35 $0.2916 0.35 N/a N/a
Fully diluted shares 17,191,433 9,285,714 1,200,000 4,729,524 13,824,290 3,379,000 49,609,961
Percentages 34.7% 18.7% 2.4% 9.5% 27.9% 6.8% 100%

-------------------------

(1) These notes have been called for redemption. See footnote (2), above.

Crown has budgeted approximately $1,575,000 for permitting costs at its
Buckhorn Mountain Project for 2003 of which $709,000 has been expended through
September 30, 2003. If the Kinross merger is not completed, Crown has estimated
the development of the Buckhorn Mountain Project may take up to $91 million
(including a $21 million contingency reserve). See "Business of Crown--Buckhorn
Mountain Project."

--------------------------------------------------------------------------------

DISCLOSURE ABOUT MARKET RISKS

--------------------------------------------------------------------------------

Crown is exposed to market risks associated with changes in interest
rates as it relates to its cash and short-term investments, and 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. Both the Senior Notes and the Debentures are not subject to market
risk because they have a fixed interest rate and a repayment amount payable
either in cash or common stock of Crown. Crown does not use financial or other
derivative instruments to manage market risk. A hypothetical change of one
percent in the interest rate earned on short-term investments during 2002 would
have resulted in an increase or decrease of less than $0.1 million in net
income. A change of 10% in the price of gold, silver or zinc would not have had
a material change in the assets, liabilities or net income of Crown.

As of November 28, 2003, there have been no material changes in the
market risks to which Crown is exposed as disclosed above.

--------------------------------------------------------------------------------

BUSINESS OF KINROSS

--------------------------------------------------------------------------------

OVERVIEW

Kinross is principally engaged in the exploration for and the
acquisition, development and operation of gold bearing properties in the
Americas and Russia. The principal product and source of cash flow of Kinross is
gold.

Kinross is the continuing corporation resulting from the May 1993
amalgamation under the OBCA of CMP Resources Ltd. ("CMP Resources"), Plexus
Resources Corporation ("Plexus Resources"), and 1021105 Ontario Corp
("1021105"). Kinross' registered and principal offices are located at Suite
5200, Scotia Plaza, 40 King Street West, Toronto, Ontario, M5H 3Y2. Kinross
operates under the OBCA.

Kinross' long-term financial objective is growth in cash flow and a
return to earnings per share through successful exploration, acquisitions and
development of existing and acquired properties. Mine operating plans focus on
maximizing the pre-tax cash flow return on investment over the life of the
business unit. Kinross' key performance measure is cash cost per unit of
production.

Kinross' operations and reserves are impacted by changes in metal prices.
Over the past three years, gold has averaged $287 per ounce and was $343 per
ounce on the last trading day of 2002. Subsequent to the end of 2002, gold has
traded above $400 per ounce. Kinross used a forecast of $300 per ounce as a
long-term price at the end of both 2002 and 2001 to estimate reserves and a
price of $325 to assess mining assets for impairment. Kinross used a forecast of
$300 per ounce in 2000 to estimate reserves and to assess for impairment.

In each of the past three years, write-downs of the carrying values of
certain mining assets were required. In 2002, Kinross recorded write-downs and
other non-cash charges of $7.7 million, mainly relating to increased reclamation
provisions triggered upon the closure of properties. In 2001, Kinross recorded
write-downs of $16.1 million, including $11.8 million relating to the Blanket
mine due to Kinross' inability to manage this operation because of political
turmoil creating extreme inflationary pressures within Zimbabwe, difficulty in
accessing foreign currency to pay for imported goods and services and civil
unrest. The balance of the write-down included additional reclamation accruals
for the DeLamar mine reclamation project of $4.3 million. In 2000, Kinross
recorded write-downs of $72.1 million, including $36.1 million relating to the
Refugio mine as a result of the decision to suspend operations in mid-2001 and
$36.0 million on various other non-core reclamation projects.

Kinross' pro forma share of proven and probable reserves as at December
31, 2002, was 13.2 million ounces (giving effect to the completion of the TVX
and Echo Bay Mines Ltd. ("Echo Bay") transaction as at that date). These
estimates have been calculated using industry standard methodology and the
appropriate cut-off grade assuming a long-term gold price of $300 per ounce.

Over the past several years, in response to weak gold prices, Kinross
took steps to preserve its cash balances and maintain its financial flexibility.
Exploration and business development expenditures were $11.6 million in 2002
compared to $7.9 million in 2001 and $11.4 million in 2000. Planned exploration
expenditures in 2003 are estimated at $20 million. In addition, capital
expenditures were $22.6 million in 2002 compared to $30.4 million in 2001 and
$41.6 million in 2000. The 2002 capital expenditures were primarily at the
Porcupine Joint Venture and at Fort Knox. Planned capital expenditures,
including the newly acquired mines held by TVX and Echo Bay, are estimated at
$74 million in 2003 and will be funded from cash flow from operating activities
and current cash reserves.

RECENT DEVELOPMENTS

On January 31, 2003, Kinross completed its combination with TVX and Echo
Bay. This combination was effected by way of a plan of arrangement under the
Canada Business Corporations Act. TVX amalgamated with a wholly-owned,
subsidiary of Kinross and each holder of TVX common shares received 2.1667 of
Kinross common share. Shareholders of Echo Bay, other than Kinross, received
0.1733 of a Kinross common shares for each Echo Bay common share. Kinross issued
177.8 million common shares with a fair value of $1,269.5 million with respect
to the combination with TVX and Echo Bay. The exchange ratios reflect the
one-for-three consolidation of Kinross common shares that was effective January
31, 2003, immediately prior to the combination. Kinross accounts for the
acquisitions of TVX and Echo Bay under the purchase method of accounting.

On February 27, 2003, Kinross entered into a credit facility with a
syndicate of financial institutions for the provision of a $125.0 million
revolving credit facility maturing December 31, 2005, to be used for the purpose
of replacing existing letters of credit outstanding under an existing secured
credit agreement and for additional letters of credit required for the TVX and
Echo Bay financial assurance requirements for mine closure with various
regulatory bodies. The credit facility is secured by first ranking security
interests in substantially all of Kinross' (and its subsidiaries) assets and
properties and also contains a number of financial and operating covenants. The
covenants include (but are not limited to) a leverage ratio of net debt to
operating cash flow, an interest coverage ratio of operating cash flow to
interest expense, minimum unencumbered cash balances, and minimum proven and
probable reserves.

On June 20, 2003, TVX Newmont Americas, a subsidiary of Kinross and Rio
Tinto Brasil entered into an amended operation and management agreement in
complete resolution of a prior dispute between TVX Newmont Americas and Rio
Tinto Brasil. All litigation in connection with the settlement has been
terminated.

On August 13, 2003, as a result of the high cash costs and continued
operating losses experienced at the Lupin mine during the first six months of
ownership by Kinross, Kinross decided to suspend operations at the mine. During
the period of suspension, Kinross will review all options with respect to the
future of the mine.

In August 2003, Kinross received notice that local taxation authorities
in Russia are seeking a reassessment of the tax paid on Kinross' Russian
operations in the approximate amount of $8.5 million, which includes penalties
and interest. The notice challenges certain deductions taken by Kinross and tax
concessions relating to tax returns filed by Kinross in prior years. Kinross
believes its interpretation of the tax regulations is correct and has lodged a
complaint with the Regional Tax Inspection and the Federal Ministry of Taxation.
In addition, Kinross has filed claims in the Magadan Arbitrage Court refuting
the findings of the local taxation authorities. Kinross will continue to oppose
this reassessment vigorously.

On August 28, 2003, Kinross issued 23.0 million common shares for gross
proceeds of CDN $213 million. The net proceeds of the offering were used to
redeem Kinross' outstanding 5.5% convertible unsecured subordinated debentures.
The principal amount of the convertible debentures was CDN $195.6 million. The
convertible debentures were redeemed on September 29, 2003.

On October 24, 2003, Kinross sold its entire ownership in common shares
of Minefinders Corporation, Ltd. for net proceeds of CDN $43.6 million. Kinross
also sold its entire holdings in common shares of Endeavour Mining Capital
Corporation on November 5, 2003, for net proceeds of CDN $6.8 million.

On November 24, 2003, Kinross announced that it had issued 6,726,734
Kinross common shares upon the exercise of warrants of Echo Bay, which expired
on November 14, 2003, for net proceeds of $34.9 million. Kinross had assumed the
obligations under the Echo Bay warrants as a result of its business combination
with Echo Bay.

On December 4, 2003, Kinross and Bema Gold Corporation ("Bema") announced
that their respective boards of directors have approved the recommencement of
gold operations at the Refugio heap leach mine located near Copiapo, Chile. The
project is expected to begin producing gold from the expanded operations in the
fourth quarter of 2004. Compania Minera Maricunga ("CMM") owns the Refugio mine
and is owned 50% by Kinross, as operator, and 50% by Bema. The Refugio mine had
been placed on care and maintenance in May 2001 due to low gold prices and
produced declining amounts of gold from residual leaching of existing heaps
since that time. During the past year, a 56,000 meter drill program was
successful in expanding reserves to justify a greater than 25% expansion of
daily throughput compared to historic production levels. Initially, the Verde
pits are scheduled to produce 40,000 tons of ore per day, which will be crushed
and placed on the leach pads. Subsequently, the new Pancho pit, expected to be
mined at 35,000 tons of ore per day, will extend the mine-life to approximately
ten years at an assumed gold price of $350 per ounce. Life-of-mine annual gold
production is expected to range from 230,000 to 260,000 ounces on a 100% basis,
at total cash costs averaging approximately $225 per ounce. At $350 per ounce,
the proven and probable resources attributable to Kinross' interest are
estimated at 62 million tonnes at a grade of 0.86 grams per tonne for 1.7
million ounces of gold.

Kinross is also preparing to restart the Kettle River mill in
mid-December 2003, as mining of the Emanuel Creek deposit commenced in November.
Approximately 15,000 tons of ore, grading approximately 0.30 ounces of gold per
ton, that has been delivered to the mill from the Emanuel Creek zone at the K2
mine.

Since February 2003, Kinross has explored various avenues by which it
might dispose of the Hellenic Gold Properties, including working with the Greek
government and potential investors to determine whether the Stratoni mine, which
was shut down in January 2003, could be reopened under a revised ownership
structure in which Kinross might hold a minority interest. On December 10, 2003,
the Greek government unilaterally terminated the contract pursuant to which
Kinross' two subsidiaries, TVX and TVX Hellas S.A., held title to the Hellenic
Gold Properties, and invited them to enter into a settlement agreement. A
settlement agreement was then executed on December 12, 2003, pursuant to which
the Greek government agreed to pay 11 million euros to TVX Hellas and mutual
releases from all claims were given by each party to the other. The settlement
agreement is subject to approval by the Greek Parliament, which has not yet been
obtained. TVX Hellas has agreed to augment the 11 million euros to be received,
with an additional 11 million euros, and to contribute such amounts in full
satisfaction of all labor and trade liabilities of TVX Hellas.

HISTORY

Following Kinross' amalgamation in May 1993 with CMP Resources, Plexus
Resources and 1021105, Kinross and Falconbridge Amalco Inc. ("Falconbridge
Amalco"), a corporation that was formed upon the amalgamation of Falconbridge
Gold Corporation and FGC Acquisition Inc., amalgamated on December 31, 1993, by
way of arrangement.

On June 1, 1998, a wholly-owned subsidiary of Kinross merged (the "Kinam
Merger") with Kinam Gold Inc. ("Kinam"), formerly Amax Gold Inc. (unless
otherwise indicated herein, the term "Kinam" means Kinam and its subsidiaries).
Concurrent with the Kinam Merger, Cyprus Amax Minerals Company ("Cyprus Amax")
contributed $135.0 million to Kinross in exchange for 11.7 million Kinross
common shares and 2.9 million common share purchase warrants (the "Amax
Recapitalization") and 12.7 million Kinross common shares were issued pursuant
to a public offering (the "Amax Equity Financing"). As a result of the Kinam
Merger, the Amax Recapitalization and the Amax Equity Financing, Kinross issued
55 million common shares, representing approximately 56.4% of the common shares
outstanding after the Kinam Merger, in addition to the common share purchase
warrants to acquire 2.9 million Kinross common shares issued to Cyprus Amax,
which subsequently expired unexercised. The purchase price of the Kinam Merger
was $337.9 million. Kinam owned various mining properties including the Fort
Knox

mine near Fairbanks, Alaska, a 50% interest in the Refugio mine in Chile and a
50% interest in the Kubaka mine located in the Russian Far East.

Kinross filed articles of amalgamation on December 29, 2000, in
connection with the amalgamation of Kinross with La Teko Resources Inc.

In 2001, Kinross embarked on a strategy to reduce long-term debt and the
costs associated with the outstanding convertible preferred shares of Kinam (the
"Kinam Preferred Shares"). The benefit to future consolidated results was a
reduction of interest expense, a reduced accrual of the dividends on the Kinam
Preferred Shares and lower non-cash charges such as depreciation, depletion and
amortization due to a negative purchase price discrepancy resulting from the
transaction being applied to the carrying value of property, plant and equipment
since the Kinam Preferred Shares were trading at a discount to their carrying
value for financial reporting purposes. During 2001, Kinross repaid $46.5
million of long-term debt and acquired 945,400 Kinam Preferred Shares with a
carrying value of $48.9 million in exchange for 8.1 million Kinross common
shares valued at $23.2 million. The $25.7 million difference in value associated
with this transaction was applied against the carrying value of certain
property, plant and equipment.

Kinross completed an equity offering in February 2002, pursuant to which
7.7 million Kinross common shares were issued for net proceeds of $18.5 million.
The majority of funds raised were used for a $16.00 per share cash tender offer
for the Kinam Preferred Shares. 670,722 Kinam Preferred Shares were tendered
having a book value of $36.6 million and were purchased by Kinross for $10.7
million ($11.4 million including costs of the tender offer). The $25.2 million
difference in value associated with this transaction was applied against the
carrying value of a portion of Kinam's property, plant and equipment.

On June 10, 2002, Kinross, TVX, and Echo Bay entered into a combination
agreement, for the purpose of combining the ownership of their respective
businesses. The combination was effected by way of a plan of arrangement under
the Canada Business Corporations Act on January 31, 2003.

Also on June 10, 2002, TVX and a subsidiary of TVX entered into
agreements with a subsidiary of Newmont pursuant to which TVX acquired Newmont's
50% non-controlling interest in the TVX Newmont Americas joint venture ("TVX
Newmont J/V") for an aggregate purchase price of $180.0 million.

On July 1, 2002, Kinross entered into an agreement with a wholly owned
subsidiary of Placer Dome Inc. ("Placer Dome"), Placer Dome (CLA) Limited
("Placer CLA"), to form a joint venture that combined the two companies'
respective gold mining operations in the Porcupine district in Ontario, Canada
(the "Porcupine Joint Venture"). Placer CLA owns a 51% interest and Kinross owns
a 49% interest in the Porcupine Joint Venture, which is operated by a Placer CLA
affiliate. Placer CLA contributed the Dome mine and mill and Kinross contributed
the Hoyle Pond, Pamour and Nighthawk Lake mines as well as the Bell Creek mill.
Capital and operating costs are shared in proportion to each party's ownership
interest.

On December 5, 2002, Kinross completed a public offering and issued 16.7
million Kinross common shares and 25.0 million common shares purchase warrants
for total proceeds of CDN $93.1 million. Three common share purchase warrants
can be exercised on or before December 5, 2007, for one Kinross common share at
an exercise price of CDN $15.00.

SUBSIDIARIES AND MANAGEMENT STRUCTURE

Each of Kinross' operations is a separate business unit managed by its
general manager, who in turn reports to the Chief Operating Officer. Exploration
activities outside the operating mine sites, 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.
All subsidiaries are 100% owned unless otherwise noted. Unless otherwise
indicated herein, the term "Kinross" includes, collectively, all of the
subsidiaries of Kinross.

ORGANIZATION CHART

[GRAPHIC DEPICTION OF KINROSS CORPORATE ORGANIZATION]

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%
Kubaka Mine(4).................... Magadan Oblast 98.1%(5)
far east Russia
La Coipa(6)....................... Chile 50%
Crixas(7)......................... Brazil 50%
Brasilia(8)....................... Brazil 49%
Musselwhite(9).................... Ontario, Canada 32%
Round Mountain(10)................ Nevada, United States 50%

-------------------------
(1) The True North property is subject to various net smelter return
royalties, ranging from 3.5% to 5%. The Ryan Lode project is subject to
various net smelter return royalties ranging from 3% to 5% and annual
rental payments of $150,000.
(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. It 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 $0.1 million was
expensed in 2002. A 2% net smelter royalty is payable on production from
the Preston, Paymaster and Vedron properties.
(4) The Kubaka mine is subject to royalty and production based taxes which
amounted to 6.7% in 2002.
(5) As of March 26, 2003, Kinross increased its interest in the Kubaka Mine
to 98.1% from 54.7%. All historical productive and mineral reserve and
resources information contained herein are based on Kinross' 54.7%
interest as of December 31, 2002.
(6) No royalties are applicable on gold and silver produced but an annual
preferred dividend of $1.8 million is payable.
(7) The Crixas mine is subject to a mining tax of 1% or net sales and a
profits tax of 3% of net sales.
(8) The Brasilia 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.
(9) The Musselwhite mine is subject to a 5% net profits royalty and a 3.75%
net profits royalty. $0.2 million was paid as an advance on these
royalties in 2002.
(10) The Round Mountain mine is subject to a net smelter returns royalty
ranging from 3.53% to 6.35%. During 2002, this royalty averaged 3.5%.
Production is also subject to a gross revenue royalty of 3.0%.

In addition, Kinross holds a 100% interest in the Blanket mine, situated
in Zimbabwe, Africa, a 100% interest in the Kettle River mine in Washington,
United States, a 100% interest in the Lupin mine in Nunavut Territory, Canada, a
50% interest in the New Britannia mine in Manitoba, Canada, and other mining
properties in various stages of exploration, development, reclamation, and
closure.

OPERATIONS

Kinross' share of production in 2002 was derived from the mines in Canada
(21%), the United States (47%), Russia (25%), South America (1%), and Africa
(5%).

[MAP DEPICTING WORLDWIDE LOCATION OF KINROSS MINES]

GOLD EQUIVALENT PRODUCTION (OUNCES)

The following table summarizes production by Kinross in the last three
years and the nine months ended September 30, 2003:

YEARS ENDED DECEMBER 31,
------------------------------------------
NINE
MONTHS
ENDED
SEPTEMBER
30, 2003 2002 2001 2000
-------- ---- ---- ----

Attributable gold equivalent production - ounces........... 1,240,884 888,643 944,803 943,798

Gold sales - ounces (excluding equity accounted ounces).... 1,176,573 848,513 907,149 897,428

Included in attributable 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 67.24:1 in
2002, 62.00:1 in 2001 and 56.33:1 in 2000 and 74.6:1 for the nine months ended
September 30, 2003.

KINROSS

All production data is presented on a 100% basis with the exception of
gold equivalent production, which represents Kinross' proportionate share.

Kinross' share of production in 2002 was derived from mines in Canada
(21%), the United States (47%), Russia (25%), South America (1%), and Africa
(5%).

The following table sets forth Kinross' gold equivalent production for
each of its operating assets in the last three years and for the nine months
ended September 30, 2003:

NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
------------- -----------------------------------------
2003 2002 2002 2001 2000
---- ---- ---- ---- ----

PRIMARY OPERATIONS:..........................
Fort Knox.................................... 291,157 296,162 410,519 411,221 362,959
Round Mountain(1)(4)......................... 277,838 - - - -
Porcupine Joint Venture(2)................... 165,323 135,887 189,464 156,581 140,441
Kubaka(3).................................... 120,770 173,847 220,972 237,162 244,641
Brasilia(1)(5)............................... 66,242 - - - -
La Coipa(1)(4)............................... 99,667 - - - -
Crixas(1)(4)................................. 63,923 - - - -
Musselwhite(1)(6)............................ 46,157 - - - -
New Britannia(1)(4).......................... 25,060 - - - -
Lupin(1)..................................... 56,008 - - - -
--------- ------- ------- ------- -------
Sub total................................. 1,212,145 605,896 820,955 804,964 748,041
--------- ------- ------- ------- -------

OTHER OPERATIONS:
Refugio...................................... - 8,902 13,047 67,211 85,184
Blanket...................................... 27,009 31,783 41,612 39,592 34,571
Denton-Rawhide(7)............................ 1,730 8,957 11,162 17,713 29,361
Andacollo(7)................................. - 1,858 1,858 11,718 21,030
Hayden Hill.................................. - - - 1,887 9,582
Guanaco...................................... - - - 1,718 16,029
--------- ------- ------- ------- -------
Sub total.................................. 28,739 51,500 67,679 139,839 195,757
--------- ------- ------- ------- -------
Total...................................... 1,240,884 657,396 888,634 944,803 943,798
========= ======= ======= ======= =======

-------------------------

(1) Production data is for the eight months from February to September, 2003.
(2) 2003 production reflects Kinross' 49% ownership interest in the Porcupine
Joint Venture. 2002 production reflects Kinross' 100% ownership interest
in the Hoyle Pond mine to June 30, 2002, and the 49% interest in the
Porcupine Joint Venture thereafter.
(3) Represents Kinross' 54.7% ownership interest to February 28, 2003, 100%
thereafter.
(4) Represents Kinross' 50% ownership interest.
(5) Represents Kinross' 49% ownership interest.
(6) Represents Kinross' 32% ownership interest.
(7) Includes proportionate share of Denton-Rawhide and Andacollo production,
attributable to the ownership interest in Pacific Rim (formerly Dayton).

TVX

The following table sets forth TVX's gold equivalent production for each
of its operating assets in the last three years:

YEARS ENDED DECEMBER 31,
--------------------------------------------
2002 2001 2000
---- ---- ----

La Coipa(1)....................................................... 149,284 155,915 174,706
Crixas(1)......................................................... 93,660 96,157 96,400
Brasilia(1)....................................................... 110,035 91,588 112,104
New Britannia(1).................................................. 53,745 57,264 52,756
Musselwhite(1).................................................... 66,879 74,577 78,284
------- ------- -------
Total........................................................... 473,603 475,501 514,250
======= ======= =======
-------------------------

(1) Includes Newmont's 50% share of the TVX Newmont J/V.

ECHO BAY

The following table sets forth Echo Bay's gold equivalent production for
each of its operating assets in the last three years:

YEARS ENDED DECEMBER 31,
--------------------------------------------
2002 2001 2000
---- ---- ----

GOLD PRODUCTION
Round Mountain.................................................... 377,747 373,475 320,064
Lupin............................................................. 113,835 139,327 117,729
Kettle River...................................................... 30,626 50,349 94,086
McCoy/Cove(1)..................................................... 16,501 94,633 162,784
------- ------- -------
Total Gold Production........................................... 538,709 657,784 694,663
======= ======= =======

SILVER PRODUCTION
McCoy/Cove 1,470,094 6,451,425 12,328,297
--------- --------- ----------
Gold Equivalent ounces (McCoy/Cove)(2) 22,617 104,561 221,334
------- ------- -------
Total Gold Equivalent Production 561,326 762,345 915,997
======= ======= =======

-------------------------
(1) The McCoy/Cove complex was conveyed to a subsidiary of Newmont, effective
February 7, 2003, and was therefore not part of the assets acquired and
liabilities assumed of Echo Bay pursuant to the combination.
(2) McCoy/Cove completed running and processing activities on March 31, 2002.
The average silver to gold ratio was 52.96:1 in 2002 compared to 61.70:1
in 2001 and 55.70:1 in 2000. This ratio was used in computing equivalent
ounces for the purposes of computing cash costs per ounce.

CALCULATION OF CASH COSTS, PRODUCTION COSTS AND REALIZED REVENUE AND
RECONCILIATION TO THE STATEMENT OF OPERATIONS

Total cash costs, production costs and realized revenue are furnished
to provide additional information and are non-GAAP measures. These measures
should not be considered in isolation as a substitute for measures of
performance prepared in accordance with generally accepted accounting principles
and are not necessarily indicative of operating profit or cost from operations
as determined under generally accepted accounting principles.

KINROSS

YEARS ENDED DECEMBER 31,
-----------------------------------------
NINE
MONTHS
ENDED
SEPTEMBER
30, 2003 2002 2001 2000
-------- ---- ---- ----

(IN MILLIONS EXCEPT UNIT COSTS)
CASH COSTS
Operating expense per financial statements.................. $ 301.4 $ 174.8 $ 180.7 $ 189.6
Operating costs for non-consolidated production............. 7.5 13.4 7.4 9.4
Operating costs for E-Crete................................. (1.8) (3.2) (2.6) (1.3)
Site restoration cost accruals.............................. (6.1) (3.0) (1.9) (2.7)
Care, maintenance, severance and other...................... (14.0) (1.2) (2.6) (4.1)
Change in bullion inventory................................. (7.3) (2.0) 1.5 --
---------- --------- ---------- ---------
Total cash costs of production................................ $ 279.7 $ 178.8 $ 182.5 $ 190.9
========== ========== ========== =========

Gold ounces produced........................................ 1,240,884 888,643 944,803 943,798
Total cash costs per equivalent ounce of gold................. $ 225 $ 201 $ 193 $ 202

REALIZED REVENUE
Mining revenue per financial statement...................... 428.6 261.0 270.1 271.0
Silver revenue.............................................. (16.0) (1.4) (1.3) (3.2)
---------- ---------- ---------- ---------
$ 412.6 $ 259.6 $ 268.8 $ 267.8
========== ========== ========== =========

Gold ounces sold............................................ 1,176,573 848,513 907,149 897,428

Total realized revenue per ounce.............................. $ 351 $ 306 $ 296 $ 298

TVX

YEARS ENDED DECEMBER 31,
----------------------------------------------
2002 2001 2000
---- ---- ----

(IN MILLIONS EXCEPT UNIT COSTS)
CASH COSTS
Cost of sales per financial statements.......................... $ 121.3 $ 108.1 $ 106.8
Stratoni cost of sales.......................................... (34.6) (22.5) (16.0)
---------- ----------- ----------
Total cash costs of production.................................... $ 86.7 $ 85.6 $ 90.8
========== =========== ==========

Gold equivalent ounces sold(1).................................... 475,753 474,890 508,744
Total cash costs per equivalent ounce of gold..................... $ 182 $ 180 $ 178

REALIZED REVENUE
Mining revenue per financial statement.......................... 184.8 158.3 170.0
Stratoni revenue................................................ (31.0) (24.2) (16.2)
---------- ----------- ----------
$ 153.8 $ 134.1 $ 153.8
========== =========== ==========

Gold equivalent ounces sold....................................... 475,753 474,890 508,744

Total realized revenue per ounce.................................. $ 323 $ 282 $ 302

(1) Includes Newmont's 50% share of the TVX Newmont J/V.

ECHO BAY

YEARS ENDED DECEMBER 31,
----------------------------------------------
2002 2001 2000
---- ---- ----

(IN MILLIONS EXCEPT UNIT COSTS)
CASH COSTS
Operating costs per financial statements........................ $ 128.1 $ 175.3 $ 173.4
Royalties per financial statements.............................. 7.8 7.6 8.0
Production taxes per financial statements....................... 1.2 0.2 2.5
Change in bullion inventory..................................... (3.9) (5.5) 3.5
---------- ----------- ----------
Total cash costs of production.................................... $ 133.2 $ 177.6 $ 187.4
========== =========== ==========

Gold equivalent production - ounces .............................. 566,466 762,345 915,997
Total cash costs per equivalent ounce of gold..................... $ 237 $ 233 $ 204

REALIZED REVENUE
Mining revenue per financial statement.......................... 206.5 237.7 281.0
Silver revenue.................................................. (9.2) (34.1) (65.2)
---------- ----------- ----------
$ 197.3 $ 203.6 $ 215.8
========== =========== ==========

Gold ounces sold.................................................. 547,024 667,015 676,439

Total realized revenue per ounce.................................. $ 361 $ 305 $ 319

The above non-GAAP measures have been calculated on a consistent basis in
each period. For reasons of comparability, cash costs, production costs and
realized revenue do not include certain items such as property write-downs which
do not occur in all periods but are included under GAAP in the determination of
net earnings or loss.

Total cash costs and production costs are calculated in accordance with
"The Gold Industry Production Cost Standard." Cash costs, production costs and
realized revenue may not be comparable to similarly titled measures of other
companies.

Total cash costs, production costs and realized revenue are used by
management to assess profitability and cash flow of individual operations as
well as to compare with other precious metal producers.

SEGMENTED INFORMATION

KINROSS

REPORTABLE OPERATING SEGMENTS
-------------------------------------------------------------
CORPORATE
HOYLE/ AND
PORCUPINE KUBAKA FORT KNOX BLANKET REFUGIO E-CRETE OTHER TOTAL
--------- -------- --------- ------- ------- ------- ---------- -----------

FOR THE YEAR ENDED DECEMBER 31, 2002:
Total cash costs(1):
Operating expense per financial statements $ 38.6 $ 28.6 $ 99.2 $ -- $ 3.9 $ 3.2 $ 1.3 $ 174.8
Operating costs for non-consolidated
production.............................. -- -- -- 10.1 -- -- 3.3 13.4
Site restoration costs.................... (1.5) (0.8) (1.0) -- -- -- -- (3.3)
Change in bullion inventory............... 1.5 (0.1) (2.9) -- (0.5) -- -- (2.0)
Management fees........................... -- 1.6 -- -- 0.1 -- -- 1.7
Operating costs not related to gold
production.............................. (0.6) -- -- -- (1.1) (3.2) (0.9) (5.8)
--------- -------- --------- ------- -------- ------ --------- ----------
Total cash costs of production.............. $ 38.0 $ $29.3 $ 95.3 $ 10.1 $ 2.4 $ -- $ 3.7 $ 178.8
========= ======== ========= ======= ======== ====== ========= ==========

Equivalent gold ounces produced............. 189,464 220,972 410,519 41,612 13,047 -- 13,020 888,634
========= ======== ========= ======= ======== ====== ========= ==========

Total cash costs per ounce.................. 201 133 232 243 186 -- 284 201

FOR THE YEAR ENDED DECEMBER 31, 2001

Total cash costs(1):
Operating expense per financial statements $ 29.1 $ 34.1 $ 82.9 $ 11.2 $ 17.4 $ 2.6 $ 3.4 $ 180.7
Operating costs for non-consolidated
production.............................. -- -- -- -- -- -- 7.4 7.4
Site restoration costs.................... (0.2) (0.4) (1.2) (0.1) -- -- -- (1.9)
Change in bullion inventory............... 0.7 (1.6) 3.3 -- (0.9) -- -- 1.5
Management fees........................... -- 2.5 -- -- 0.2 -- -- 2.7
Operating costs not related to gold
production.............................. (1.1) (1.5) -- -- (0.3) (2.6) (2.4) (7.9)
--------- -------- --------- ------- -------- ------ --------- ----------
Total cash costs of production.............. $ 28.5 $ 33.1 $ 85.0 $ 11.1 $ 16.4 $ -- $ 8.4 $ 182.5
========= ======== ========= ======= ======== ====== ========= ==========

Equivalent gold ounces produced............. 156,581 237,162 411,221 39,592 67,211 -- 33,036 944,803
========= ======== ========= ======= ======== ====== ========= ==========

Total cash costs per ounce.................. $ 182 $ 140 $ 207 $ 279 $ 242 $ -- $ 263 $ 193

FOR THE YEAR ENDED DECEMBER 31, 2000

Total cash costs(1):
Operating expense per financial statements $ 33.6 $ 33.7 $ 74.8 $ 8.4 $ 26.4 $ 1.3 $ 11.3 $ 189.5
Operating costs for non-consolidated
production.............................. -- -- -- -- -- -- 9.4 9.4
Site restoration costs.................... (0.1) (0.8) (1.3) (0.1) (0.4) -- -- (2.7)
Management fees........................... -- 1.1 -- -- 0.4 -- -- 1.5
Operating costs not related to gold
production............................. (4.2) -- -- -- (0.8) (1.3) (0.6) (6.9)
--------- -------- --------- ------- -------- ------ --------- ----------
Total cash costs of production.............. $ 29.3 $ 34.0 $ 73.5 $ 8.3 $ 25.6 $ -- $ 20.1 $ 190.8
========= ======== ========= ======= ======== ====== ========= ==========

Equivalent gold ounces produced............. 140,441 244,641 362,959 34,571 85,184 -- 76,002 943,798
========= ======== ========= ======= ======== ====== ========= ==========

Total cash costs per ounce.................. $ 209 $ 139 $ 203 $ 236 $ 300 $ -- $ 263 $ 202

-------------------------
(1) The item total cash costs is furnished to provide additional information
and is a non-GAAP measure. This measure should not be considered in
isolation as a substitute for a measure of performance prepared in
accordance with generally accepted accounting principles and is not
necessarily indicative of operating profit or cost from operations as
determined under generally accepted accounting principles. There are no
differences computing operating costs under U.S. GAAP. Therefore, total
cash costs per ounce computed in accordance with U.S. GAAP are unchanged
from the Canadian GAAP amounts.

TVX
REPORTABLE OPERATING SEGMENTS
--------------------------------------------------------------
MUSSEL- NEW
LA COIPA BRASILIA CRIXAS WHITE BRITANNIA STRATONI TOTAL
--------- --------- --------- -------- --------- --------- ---------

FOR THE YEAR ENDED DECEMBER 31, 2002:

Total cash costs(1):
Cost of sales per financial statements.... $ 33.7 $ 18.1 $ 8.4 $ 15.5 $ 11.1 $ 34.6 $ 121.4
Cost of sales not related to gold production -- -- -- -- -- (34.6) (34.6)
--------- --------- --------- -------- -------- --------- ---------
Total cash costs of production.............. $ 33.7 $ 18.1 $ 8.4 $ 15.5 $ 11.1 $ -- $ 86.8
========= ========= ========= ======== ======== ========= =========

Equivalent gold ounces sold................. 148,481 108,326 96,071 67,926 54,949 $ -- 475,753
========= ========= ========= ======== ======== ========= =========

Total cash costs per ounce.................. $ 226 $ 167 $ 88 $ 228 $ 202 $ -- $ 182

FOR THE YEAR ENDED DECEMBER 31, 2001

Total cash costs(1):
Cost of sales per financial statements.... $ 32.1 $ 18.0 $ 10.8 $ 14.3 $ 10.5 $ 22.5 $ 108.2
Cost of sales not related to gold production -- -- -- -- -- (22.5) (22.5)
--------- --------- --------- -------- -------- --------- ---------
Total cash costs of production.............. $ 32.1 $ 18.0 $ 10.8 $ 14.3 $ 10.5 $ -- $ 85.7
========= ========= ========= ======== ======== ========= =========

Equivalent gold ounces sold................. 152,709 93,774 97,876 74,219 56,312 $ -- 474,890
========= ========= ========= ======== ======== ========= =========

Total cash costs per ounce.................. $ 210 $ 191 $ 110 $ 192 $ 187 $ -- $ 180

FOR THE YEAR ENDED DECEMBER 31, 2000

Total cash costs(1):
Cost of sales per financial statements.... $ 37.3 $ 19.4 $ 10.6 $ 12.5 $ 11.0 $ 16.0 $ 106.8
Cost of sales not related to gold production -- -- -- -- -- (16.0) (16.0)
--------- --------- --------- -------- -------- --------- ---------
Total cash costs of production.............. $ 37.3 $ 19.4 $ 10.6 $ 12.5 $ 11.0 $ -- $ 90.8
========= ========= ========= ======== ======== ========= =========

Equivalent gold ounces sold................. 176,375 108,406 94,550 77,747 51,666 -- 508,744
========= ========= ========= ======== ======== ========= =========

Total cash costs per ounce.................. $ 211 $ 179 $ 112 $ 161 $ 213 $ -- $ 178

ECHO BAY
REPORTABLE OPERATING SEGMENTS
-----------------------------------------------------------------
ROUND KETTLE MCCOY/
MOUNTAIN LUPIN RIVER COVE TOTAL
---------- --------- --------- ---------- ---------

FOR THE YEAR ENDED DECEMBER 31, 2002:

Total cash costs(1):
Operating costs per financial statements.. $ 68.3 $ 37.2 $ 9.2 $ 13.5 $ 128.2
Royalties per financial statements........ 7.6 -- 0.1 -- 7.7
Production taxes per financial statements. 1.5 -- 0.1 (0.4) 1.2
Change in bullion inventory............... 1.0 0.4 (0.7) (4.6) (3.9)
--------- --------- --------- ---------- ---------
Total cash costs of production.............. $ 78.4 $ 37.6 $ 8.7 $ 8.5 $ 133.2
========= ========= ========= ========== =========

Equivalent gold ounces produced............. 377,747 113,835 30,626 39,118 561,326
========= ========= ========= ========== =========

Total cash costs per ounce.................. $ 207 $ 330 $ 283 $ 214 $ 237

FOR THE YEAR ENDED DECEMBER 31, 2001:

Total cash costs(1):
Operating costs per financial statements.. $ 72.0 $ 34.7 $ 15.6 $ 53.0 $ 175.3
Royalties per financial statements........ 6.9 -- 0.5 0.2 7.6
Production taxes per financial statements. 0.7 -- 0.1 (0.6) 0.2
Change in bullion inventory............... (1.2) (0.5) (1.0) (2.8) (5.5)
--------- --------- --------- ---------- ---------
Total cash costs of production.............. $ 78.4 $ 34.2 $ 15.2 $ 49.8 $ 177.6
========= ========= ========= ========== =========

Equivalent gold ounces produced............. 373,475 139,327 50,349 199,194 762,345
========= ========= ========= ========== =========

Total cash costs per ounce.................. $ 210 $ 246 $ 299 $ 250 $ 233

FOR THE YEAR ENDED DECEMBER 31, 2000:

Total cash costs(1):
Operating costs per financial statements.. $ 60.5 $ 22.9 $ 20.1 $ 69.9 $ 173.4
Royalties per financial statements........ 5.6 -- 1.2 1.3 8.1
Production taxes per financial statements. 0.3 -- 0.1 2.1 2.5
Change in bullion inventory............... 2.1 2.2 0.3 (1.2) 3.4
--------- --------- --------- ---------- ---------
Total cash costs of production.............. $ 68.5 $ 25.1 $ 21.7 $ 72.1 $ 187.4
========= ========= ========= ========== =========

Equivalent gold ounces produced............. 320,064 117,729 94,086 384,118 915,997
========= ========= ========= ========== =========

Total cash costs per ounce.................. $ 213 $ 213 $ 232 $ 187 $ 204

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.
Kinross' sales to major customers that exceeded 10% of total sales were $190.6
million to five customers during 2002 and $148.6 million to four customers in
2001. 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 fixing prices for gold:

YEAR HIGH LOW
---- ---- ---
1998 $313.15 $273.40
1999 $325.50 $252.80
2000 $312.70 $263.80
2001 $293.25 $255.95
2002 $349.30 $277.75
2003(1) $410.00 $319.90

-------------------------

(1) Information presented through December 9, 2003.

MINERAL RESERVES AND MINERAL RESOURCES

The following tables set forth Kinross' estimated mineral reserves and
mineral resources for each of its properties which contain mineral reserves:

MINERAL RESERVE AND RESOURCE STATEMENT
PROVEN AND PROBABLE MINERAL RESERVES(1,3,4,5,6)
KINROSS GOLD CORPORATION'S PRO-FORMA SHARE AT DECEMBER 31, 2002

----------------------------------------------------------------------------------------------------------------------------------
PROPERTY LOCATION OPERATOR KINROSS PROVEN PROBABLE PROVEN AND PROBABLE
INTEREST TONNES GRADE OUNCES TONNES GRADE OUNCES TONNES GRADE OUNCES
(%) (,000) (G/T) (000S) (,000) (G/T) (000S) (,000) (G/T) (000S)
----------------------------------------------------------------------------------------------------------------------------------

GOLD
Fort Knox USA Kinross 100.0 56,938 0.84 1,531 33,758 0.77 841 90,696 0.81 2,372
True North Kinross 100.0 1,476 0.84 40 4,986 1.66 266 6,462 1.47 306
Ryan Lode Kinross 100.0 - - - - - - - - -

Gil Kinross 80.0 - - - - - - - - -
Fort Knox and area USA Kinross 100.0 58,414 0.84 1,571 38,744 0.89 1,107 97,158 0.86 2,678
Hoyle Pond Canada Placer CLA 49.0 161 12.94 67 274 12.49 110 435 12.66 177
Pamour (Pit) Canada Placer CLA 49.0 2,476 1.42 113 15,222 1.38 674 17,698 1.38 787
Dome Canada Placer CLA 49.0 5,358 1.03 177 5,359 2.00 344 10,717 1.51 521
Owl Creek (Pit) Canada Placer CLA 49.0 - - - - - - - - -
Other PJV Canada Placer CLA 49.0 - - - - - - - - -

Porcupine JV(8,16) Canada Placer CLA 49.0 7,995 1.39 357 20,855 1.68 1,128 28,850 1.60 1,485
Kubaka Stockpile Russia Kinross 54.7 887 3.79 108 - - - 887 3.79 108
Kubaka UG Russia Kinross 54.7 33 22.62 24 33 22.62 24 66 22.62 48
Birkachan OP Russia Kinross 54.7 - - - - - - - - -

Kubaka Russia Kinross 54.7 920 4.46 132 33 22.62 24 953 5.09 156
Blanket Zimbabwe Kinross 100.0 1,054 3.25 110 1,083 4.31 150 2,137 3.78 260
Vubachikwe tailings Zimbabwe Kinross 100.0 - - - 545 1.14 20 545 1.14 20
Blanket Zimbabwe Kinross 100.0 1,054 3.25 110 1,628 3.25 170 2,682 3.25 280
Refugio Chile Kinross 50.0 11,275 0.96 347 12,280 0.91 359 23,555 0.93 706
----------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 79,658 0.98 2,517 73,540 1.18 2,788 153,198 1.08 5,305
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
Brasilia(14) Brazil Rio Tinto Zinc 49.0 156,457 0.43 2,163 24,402 0.43 337 180,859 0.43 2,500
Round Mountain USA Kinross 50.0 42,893 0.59 815 44,247 0.75 1,060 87,140 0.67 1,875
Musselwhite(16) Canada Placer Dome 32.0 2,804 5.67 511 1,008 4.81 156 3,812 5.44 667
La Coipa(16) Chile Placer Dome 50.0 14,037 1.15 518 3,766 1.05 127 17,803 1.13 645
Crixas(15) Brazil Anglogold 50.0 1,392 7.64 342 526 8.04 136 1,918 7.75 478
Lupin Mine Canada Kinross 100.0 765 8.09 199 440 9.40 133 1,205 8.57 332
New Britannia Canada Kinross 50.0 131 4.75 20 953 4.50 138 1,084 4.53 158
Aquarius(12) Canada Kinross 100.0 - - - 15,900 2.33 1,189 15,900 2.33 1,189
Kettle River USA Kinross 100.0 17 7.32 4 - - - 17 7.32 4
----------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 218,496 0.65 4,572 91,242 1.12 3,276 309,738 0.79 7,848
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
TOTAL GOLD 298,154 0.74 7,089 164,782 1.14 6,064 462,936 0.88 13,153
----------------------------------------------------------------------------------------------------------------------------------

SILVER
----------------------------------------------------------------------------------------------------------------------------------
Kubaka Stockpile Russia Kinross 54.7 887 10.59 302 - - - 887 10.6 302
Kubaka UG Russia Kinross 54.7 33 23.56 25 33 23.56 25 66 23.6 50
----------------------------------------------------------------------------------------------------------------------------------
Kubaka Russia Kinross 54.7 920 11.1 327 33 23.6 25 953 11.5 352
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
La Coipa(16) Chile Placer Dome 50.0 14,037 58.3 26,295 3,766 47.4 5,743 17,803 56.0 32,038
----------------------------------------------------------------------------------------------------------------------------------
TOTAL SILVER 14,957 55.4 26,622 3,799 47.2 5,768 18,756 53.7 32,390
----------------------------------------------------------------------------------------------------------------------------------

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.

MINERAL RESERVE AND RESOURCE STATEMENT
MEASURED AND INDICATED MINERAL RESOURCES (EXCLUDES PROVEN AND PROBABLE RESERVES)(2,3,5,6,7)
KINROSS GOLD CORPORATION'S PRO-FORMA SHARE AT DECEMBER 31, 2002

PROPERTY LOCATION OPERATOR KINROSS MEASURED INDICATED MEASURED AND INDICATED
INTEREST TONNES GRADE TONNES GRADE TONNES GRADE
(%) (,000) (G/T) (,000) (G/T) (,000) (G/T)
-------------------------------------------------------------------------------------------------------------------------

GOLD
Fort Knox USA Kinross 100.0 3,879 0.81 11,345 0.65 15,224 0.69
True North USA Kinross 100.0 - - 823 1.38 823 1.38
Ryan Lode USA Kinross 100.0 - - 3,027 2.37 3,027 2.37
Gil USA Kinross 80.0 - - 2,593 1.28 2,593 1.28
Fort Knox and
area(10) USA Kinross 100.0 3,879 0.81 17,788 1.07 21,667 1.02
Hoyle Pond Canada Placer CLA 49.0 21 8.89 38 6.55 59 7.38
Pamour (Pit) Canada Placer CLA 49.0 87 0.72 1,136 1.07 1,223 1.04
Dome Canada Placer CLA 49.0 - - 4,525 1.72 4,525 1.72
Owl Creek (Pit) Canada Placer CLA 49.0 480 2.66 542 2.30 1,022 2.47
Other PJV Canada Placer CLA 49.0 - - - - - -
Porcupine JV(8,9,16) Canada Placer CLA 49.0 588 2.59 6,241 1.68 6,829 1.76
Kubaka Stockpile Russia Kinross 54.7 - - - - - -
Kubaka UG Russia Kinross 54.7 - - - - - -
Birkachan OP Russia Kinross 54.7 166 11.05 - - 166 11.05
Kubaka(11) Russia Kinross 54.7 166 11.05 - - 166 11.05
Blanket Mine Zimbabwe Kinross 100.0 - - 571 4.36 571 4.36
Vubachikwe tailings Zimbabwe Kinross 100.0 - - 121 1.29 121 1.29
Blanket Zimbabwe Kinross 100.0 - - 692 3.82 692 3.82
Refugio(13) Chile Kinross 50.0 4,575 0.75 21,810 0.75 26,385 0.75
George Lake Canada Kinross 100.0 - - 1,825 11.81 1,825 11.81
Goose Lake Canada Kinross 100.0 - - 1,185 11.31 1,185 11.31
George-Goose Lake(12) Canada Kinross 100.0 - - 3,010 11.61 3,010 11.61
Selene Australia Kinross 100.0 - - 802 2.17 802 2.17
Mt. Henry Australia Kinross 100.0 - - 1,141 2.34 1,141 2.34
North Scotia Australia Kinross 100.0 - - 207 6.46 207 6.46
Norseman(12) Australia Kinross 100.0 - - 2,150 2.68 2,150 2.68
Delamar USA Kinross 100.0 610 0.61 1,863 1.90 2,473 1.58
-------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 9,818 1.05 53,554 1.73 63,372 1.63
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
Brasilia(13,14) Brazil Rio Tinto 49.0 14,700 0.46 69,580 0.38 84,280 0.39
Round Mountain USA Kinross 50.0 795 0.63 5,506 0.68 6,301 0.68
Musselwhite(16) Canada Placer Dome 32.0 1,049 6.26 771 6.41 1,820 6.32
La Coipa(16) Chile Placer Dome 50.0 260 0.48 149 0.63 409 0.53
Crixas(15) Brazil Anglogold 50.0 - - - - - -
Lupin Mine(13) Canada Kinross 100.0 - - - - - -
New Britannia Canada Kinross 50.0 25 3.73 766 4.79 791 4.76
Aquarius(12,13) Canada Kinross 100.0 - - - - - -
Kettle River(13) USA Kinross 100.0 - - 22 5.66 22 5.66
Gurupi(12) Brazil Kinross 100.0 - - 60,385 1.39 60,385 1.39
-------------------------------------------------------------------------------------------------------------------------

SUBTOTAL 16,829 0.83 137,179 0.90 154,008 0.89
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
TOTAL GOLD 26,647 0.91 190,733 1.13 217,380 1.11
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
SILVER
-------------------------------------------------------------------------------------------------------------------------
Kubaka Stockpile Russia Kinross 54.7 - - - - - -
Kubaka UG Russia Kinross 54.7 - - - - - -
Birkachan OP Russia Kinross 54.7 166 25.5 - - 166 25.5
-------------------------------------------------------------------------------------------------------------------------
Kubaka(11) Russia Kinross 54.7 166 25.5 - - 166 25.5
Delamar USA Kinross 100.0 610 64.8 1,863 39.2 2,473 45.5
-------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 776 56.4 1,863 39.2 2,639 44.2
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
La Coipa(16) Chile Placer Dome 50.0 260 35.1 149 29.9 409 33.2
-------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 260 35.1 149 29.9 409 33.2
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
TOTAL SILVER 1,036 51.0 2,012 38.5 3,048 42.7
-------------------------------------------------------------------------------------------------------------------------

-------------------------
(1) Unless otherwise noted, Kinross' reserves are estimated using appropriate
cut-off grades derived from an assumed gold price of $300 per ounce, and
a silver price of $4.75 per ounce. Reserves are estimated using current
and/or projected process recoveries, operating costs and mine plans that
are unique to each property and include actual and/or assumed allowances
for dilution and mining recovery.
(2) Unless otherwise noted, Kinross' resources are estimated using
appropriate cut-off grades derived from an assumed gold price of $325 per
ounce and a silver price of $4.75 per ounce.
(3) Kinross' reserves and resources as at December 31, 2002, 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 ("NI 43-101") requirements.
(4) The mineral reserves presented herein comply with the reserve categories
of Industry Guide 7 promulgated by the United States Securities and
Exchange Commission.
(5) Individuals supervising, preparing and otherwise responsible for Kinross'
reserve and resource estimates presented in this disclosure are listed in
a separate table and meet the definition of a "qualified person" as
described by NI 43-101.
(6) 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.
(7) Resources, unlike reserves, do not have demonstrated economic viability.
(8) Includes the undeveloped Pamour deposit which is subject to permitting
from Canadian authorities. The permits necessary to commence mining of
the mineral reserves contained in the existing Pamour pit, referred to as
the phase one mine plan, have been maintained in good standing and
require administrative reactivation. Additional permits are required to
mine south of the existing Pamour pit, which is outside the phase one
mine plan. There is a high level of assurance that the project will
receive all required permits for development.
(9) Includes mineral resources from the undeveloped Owl Creek deposit, which
is subject to permitting from Canadian authorities.
(10) Includes mineral resources from the undeveloped Gil and Ryan Lode
deposits in the Fort Knox area. Kinross holds a 100% interest in the
properties forming the Fort Knox area except for the Gil property in
which Kinross holds an 80% interest.
(11) Includes mineral resources from the undeveloped Birkachan deposit, which
is subject to permitting from Russian authorities.
(12) Undeveloped property, development assumes successful permitting allowing
mining operations to be conducted.
(13) Resources estimated using an assumed gold price of $300 per ounce.
(14) Operated by Rio Tinto plc.
(15) Operated by AngloGold Ltd.
(16) Operated by Placer Dome Inc.

MINERAL RESERVES AND RESOURCES
RECOVERY AND CUT-OFF GRADE ASSUMPTIONS
---------------------------------------------------------------------
Property Average Average
Process Gold Cut-off
Recovery (%) Grade(s) (g/t)
------------------------------------------
GOLD
---------------------------------------------------------------------
Fort Knox 85.6 0.48
---------------------------------------------------------------------
True North 85.0 0.68
---------------------------------------------------------------------
Ryan Lode 85.0 1.19
---------------------------------------------------------------------
Gil 86.0 0.50
---------------------------------------------------------------------
Round Mountain 16 to 85 0.21 to 0.34
---------------------------------------------------------------------
Hoyle Pond 88.0 7.52
---------------------------------------------------------------------
Dome UG 91.6-92.8 3.8 - 8.3
---------------------------------------------------------------------
Dome pit 88.0 0.70
---------------------------------------------------------------------
Pamour (OP) 84.0 0.96
---------------------------------------------------------------------
Owl Creek (OP) 82.0 0.72
---------------------------------------------------------------------
Aquarius 95.0 0.60
---------------------------------------------------------------------
Musselwhite 95.0 3.25 - 4.00
---------------------------------------------------------------------
Lupin 93.0 5.5 to 8.3 g/t
---------------------------------------------------------------------
New Britannia 93.8 3.26
---------------------------------------------------------------------
Kettle River 83.5 5.31
---------------------------------------------------------------------
Goldbanks 79.8 0.21
---------------------------------------------------------------------
George Lake 92.0 7.00
---------------------------------------------------------------------
Goose Lake 92.0 7.00
---------------------------------------------------------------------
Delamar 91.0 1.27 g/t Au EQ
---------------------------------------------------------------------
Brasilia 79.14 0.30
---------------------------------------------------------------------
La Coipa 80.4 0.45 - 0.92
---------------------------------------------------------------------
Refugio 67.2 0.48
---------------------------------------------------------------------
Crixas 92-95 3.07 to 7.33
---------------------------------------------------------------------
Gurupi 86.5-93.5 0.25 - 0.50
---------------------------------------------------------------------
Kubaka stockpiles 97.5 2.45
---------------------------------------------------------------------
Birkachan OP 97.5 2.97
---------------------------------------------------------------------
Kubaka ug 97.5 8.13
---------------------------------------------------------------------
Kubaka 97.5 2.66 - 8.82
---------------------------------------------------------------------
Blanket 87.0 3.30
---------------------------------------------------------------------
Blanket tailings 57.0 0.00
---------------------------------------------------------------------
Norseman Mt Henry 85-90 1.25-1.32
---------------------------------------------------------------------
Norseman Selene 85.0 1.16
---------------------------------------------------------------------
Norseman N Scotia 95.0 0.92
---------------------------------------------------------------------
SILVER
---------------------------------------------------------------------
Delamar 78.0 1.27 g/t Au EQ
---------------------------------------------------------------------
La Coipa 59.2 28.0 - 58.4
---------------------------------------------------------------------

RESERVE DRILL SPACING
---------------------------------------------------------
Property Proven Probable
(m) (m)

---------------------------------------------------------
Fort Knox 36.6 48.8
---------------------------------------------------------
True North N/A 30.5
---------------------------------------------------------
Hoyle Pond 7.6 15.2
---------------------------------------------------------
Pamour N/A 7.6
---------------------------------------------------------
Dome 24.4 48.8
---------------------------------------------------------
Kubaka 6.1 6.1
---------------------------------------------------------
Refugio 7.6 7.6
---------------------------------------------------------
Brasilia 100.0 150.0
---------------------------------------------------------
Round Mountain 15.2 30.5
---------------------------------------------------------
Musselwhite 50.0 50.0
---------------------------------------------------------
La Coipa 25.0 50.0
---------------------------------------------------------
Crixas 25.0 50.0
---------------------------------------------------------
Lupin Mine 4.5 22.9
---------------------------------------------------------
New Britania 15.2 61.0
---------------------------------------------------------
Aquarius 25.0 25.0
---------------------------------------------------------
Kettle River 22.9 22.9
---------------------------------------------------------

Reserve reconciliation is shown in the following table:

KINROSS SHARE
-------------------------------------------------------------------------------
Property Reserve (oz) Production Other increase Reserve (oz)
December 31 Depletion (oz) (decrease) in December 31
2001 2002 reserves (oz) 2002

GOLD (000'S OZS)
Fort Knox 2,367 (276) 281 2,372
True North 491 (140) (45) 306
Ryan Lode 225 - (225) -
Gil - - - -
-------------------------------------------------------------------------------
Fort Knox and area 3,083 (489) 84 2,678
Hoyle Pond 407 (169) (61) 177
Pamour (Pit) 753 - 34 787
Dome - (75) 596 521
Owl Creek (Pit) - - - -
Other PJV - - - -
Porcupine JV 1,160 (207) 532 1,485
Kubaka Stockpile 78 (18) 48 108
Kubaka 272 (229) (43) -
Kubaka UG - - 48 48
Birkachan OP - - - -
Kubaka 350 (226) 32 156
Blanket 276 (27) 11 260
Vubachikwe tailings 53 (15) (18) 20
Brasilia 2,491 (140) 149 2,500
Round Mountain 2,244 (590) 220 1,874
Musselwhite 733 (70) 4 667
La Coipa 800 (119) (36) 645
Crixas 499 (98) 77 478
Lupin Mine 350 (123) 105 332
New Britannia 180 (57) 35 158

SILVER (000'S OZS)
-------------------------------------------------------------------------------

Kubaka 500 (375) 226 351
La Coipa 38,190 (6,100) (52) 32,038
-------------------------------------------------------------------------------

MINERAL RESERVES AND RESOURCES
QUALIFIED PERSONS
----------------------------------------------------------------------------------------------------------------------------------
Property Primary Company Qualification Secondary Company Qualification
QP QP
----------------------------------------------------------------------------------------------------------------------------------

Fort Knox T. Wilton Kinross Pgeo V. Miller Kinross PE
Round Mountain F. Fenne Echo Bay Pgeo R. Bullis Echo Bay P Geo
Porcupine JV A. Still Placer CLA Pgeo J. Monaghan Placer CLA Chief Engineer
Musselwhite A. Cheatle Placer Dome Chief Geo R. Usher Placer Dome Chief Engineer
Brasilia M.A. Barelochi Rio Tinto Geologist CREA F.B. Marques Rio Tinto Geologist CREA
Chief Engineer
La Coipa J. Ochoa Placer Dome AusIMM M. Rubio Placer Dome Geologist AusIMM
Crixas W. Yamaoka AngloGold Geologist AusIMM M G de Simoni AngloGold Engineer AusIMM
Kubaka R. Falletta Kinross PE S. Anderson Kinross Mine Engineer
Principal Mining
----------------------------------------------------------------------------------------------------------------------------------

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, the True North open pit mine, which
commenced production in 2001, the Ryan Lode project and an 80% ownership
interest in the Gil property that is subject to a joint venture agreement with
Teryl Resources Corp ("Teryl"). Kinross' ownership interest in the Fort Knox
mine was acquired as a result of the Kinam Merger on June 1, 1998. The Fort Knox
property has been pledged as security against the syndicated credit facility
which supports, INTER ALIA, $25.0 million of industrial revenue bonds
outstanding as at December 31, 2002.

A report entitled "Technical Report on the Fort Knox and True North
Deposits, Fairbanks North Star Borough, Alaska USA" dated April 4, 2003 (the
"Fort Knox Report"), has been prepared for Kinross by Victor J. Miller, P.E.,
senior planning engineer, and Dean T. Wilton, P.G., technical services manager,
both of Fairbanks Gold Mining, Inc., a subsidiary of Kinross. The following
summaries of the Fort Knox deposit and True North deposit have been prepared
from the Fort Knox Report and, in some cases, are extracts from the Fort Knox
Report.

PROPERTY DESCRIPTION AND LOCATION

FORT KNOX OPEN PIT

The Fort Knox open pit mine, mill and mineral claims cover approximately
20,463 hectares located 40 kilometers northeast of the City of Fairbanks,
Alaska. Kinross owns 1,168 State of Alaska mining claims covering an area of
approximately 19,962 hectares, an additional 501 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. There were no royalties paid in 2002 or 2001.

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.

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 2,185 hectares. Leased claims
are subject to net smelter return royalties ranging from 3.5% to 5%. Kinross
paid royalties of $0.6 million in 2002 and $0.2 million in 2001.

All requisite permits have been obtained for mining of the True North
open pit mine which consists of the Hindenburg, Shepard, Zeppelin, Central and
East Pit zones. These permits are in good standing. Kinross is currently in
compliance with the True North permits in all material respects.

RYAN LODE PROJECT

The Ryan Lode project mineral claims cover approximately 500 hectares
located 10 kilometers west of the City of Fairbanks, Alaska. The claim block
consists of 50 State of Alaska mining claims, ten patented federal mining claims
and five unpatented federal mining claims, which are either leased from third
parties or owned by Kinross. 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. In addition to the State of
Alaska Mine License Tax, the leased claims are subject to net smelter royalties
of 5%, and annual rental payments of $150,000. The annual rental payments are
not deductible when computing the net smelter return royalties. Kinross paid
$150,000 of annual rental payments in each of 2002 and 2001.

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.

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 Ryan Lode project is located 65 kilometers from the Fort Knox
property and is accessible by 54 kilometers of paved road and 11 kilometers of
unpaved roads. The area has a sub-arctic climate, with long cold winters and
short summers. Winter low temperatures drop to the range of -40 to -55 degrees
Fahrenheit, while in the summer, highs may occasionally exceed 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 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
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 million, which
included approximately $28 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. Pre-production capital expenditures for True North were approximately
$29.6 million.

GEOLOGY AND MINERALIZATION

Kinross' mining and exploration properties are located within the
Fairbanks mining district, a southwest - 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 the Yukon
- Tanana Uplands. The Yukon - Tanana terrane consists of a thick sequence of
polymetamorphic rocks that range from Precambrian to upper Paleozoic in age. The
dominant rock unit in the district is the Fairbanks Schist. It is comprised of
gray to brown fine-grained micaceous schist and micaceous quartzite.
Interlayered with the Fairbanks Schist is the Cleary Sequence, a varied
assemblage of metamorphic lithologies. In the northern part of the district
high-grade metamorphic rocks of the Chatanika terrane have been identified.
These rocks, which are in fault contact with the Fairbanks Schist and Cleary
Sequence, are thought to be Devonian to Mississippian in age, and have been
metamorphosed to eclogite facies.

The dominant structural trend of the district is expressed by numerous
northeast trending faults and shear zones. These structures, which were
important to the localization of gold mineralization, show a dominant
strike-slip movement.

Several intrusive bodies, ranging in age from late Cretaceous to early
Tertiary, penetrate the Yukon-Tanana terrane. They generally range from
ultramafic to felsic in composition, and can be distinguished from older
intrusive rocks by their lack of metamorphic textures.

The Fort Knox gold deposit is hosted by the Vogt stock - a late
Cretaceous-aged multi-Phase granitic body that intrudes Precambrian to mid-upper
Paleozoic schists of the Yukon-Tanana terrane. The surface exposure of the Vogt
stock is elongate, measuring approximately 1,067 meters east-west and 610 meters
north-south.

Gold occurs in and along the margins of pegmatites, quartz veins and
veinlets, quartz-filled shears, and fractures within the granite.
Pre-mineralization fractures, which resulted from magmatic doming, provided
conduits for mineralizing fluids within the stockwork and shear zones. The
stockwork veins strike predominantly east-west and dip randomly. Vein density
decreases with depth. Shear zones generally strike northwest to southeast and
dip moderately to the southwest.

There appear to be two distinct zones of gold distribution within the
deposit: the inner zone, which is characterized by mineralization that has good
continuity over considerable distances; and an outer zone, where the
mineralization has shown itself to be less predictable. It appears that the
differences in the continuity of the mineralization may be due to grain size
changes and different Phases within the stock.

Mineralization in the quartz-filled shears is distributed relatively
evenly, and individual gold grains are generally less than 100 microns in size,
in contrast to the stockwork veins, where gold particle size and distribution
are more erratic. The mineralized zone has a very low sulfide content.

The True North gold deposits lies within the poly-metamorphic Chatanika
Terrane, a klippe of eclogitic marbles, calc-magnesian schists, quartz-muscovite
schists, carbonaceous phyllites and quartzites.

The mineral deposits are partially situated in a structurally complex
zone that has a northeast elongated orientation that parallels the Eldorado
fault. It is characterized by a series of gentle to complex folds, especially
between the Eldorado fault and the sub-parallel "Neil's discontinuity," shear
zones, breccias, and occasional low angle faults. Northwest of Neil's
discontinuity the mineralized zones dip gently to the northwest, while south of
the zone mineralization dips to the southeast. The area between Neil's
discontinuity and the Eldorado fault is structurally complex, and the
orientation of individual mineralized zones in this area can be highly variable.

The gold mineralization in the True North deposits is hosted in 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 drusy quartz veins, and in altered and brecciated
rocks adjacent to breccia bodies. There appears to be a direct relationship
between veining and gold content, as weakly veined rocks generally carry lower
gold values.

EXPLORATION

The gold exploration procedures that have been utilized at the Fort Knox
and True North projects include: reconnaissance and detailed geologic mapping;
soil and rock chip sampling to determine the presence of gold mineralization, or
associated (trace) elements; trenching of soil anomalies to create exposures of
bedrock; drilling, geochemical and assay determinations for gold and associated
elements.

Two types of drilling methods have been used namely, diamond core and
reverse circulation (RC). Drilling is always completed by independent drilling
contractors under the supervision of Kinross personnel. Sampling of the drill
holes is done by staff of the drill contractors, under close supervision of
Kinross or contract geologists. Geochemical and assay determinations for gold
and associated elements are undertaken by independent commercial laboratories.
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 2002
was done by Acme Analytical of Vancouver, British Columbia.

Kinross' regional exploration within the Fairbanks district totaled $1.6
million during 2002. Planned exploration spending for 2003 is $2.7 million.

DRILLING, SAMPLE AND ANALYSIS, AND SECURITY OF SAMPLES

Drilling is the principal tool utilized to explore for and define mineral
deposits in the Fairbanks mining district. Two types of drilling are utilized
during exploration and development programs at the various properties, diamond
core and reverse circulation drilling.

Core drilling is the process of obtaining continuous cylindrical samples
of rock from drill holes by means of annular shaped rock cutting bits rotated by
a bore-hole drilling machine. Core drilling, also referred to as diamond
drilling, is commonly used to collect undisturbed and continuous samples from
either complete drill holes or intervals of holes that are of particular
interest for the purposes of detailed and comprehensive sampling, for
geotechnical and rock strength tests, or because alternative drilling methods
may be incapable of providing appropriate geological or geotechnical data.

Reverse circulation is a method of rotary drilling whereby the drilling
medium is circulated to the drill bit face from the surface and the drill
cuttings that are ground up by the drill bit cutting face are removed from the
drill hole by the drilling medium (water, foam or other drilling muds and
additives, or air) inside the drill rods. Reverse circulation 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 both mines. The
Fort Knox deposit has been defined by 594 drill holes (201 core holes and 393
reverse circulation holes totaling 375,230 feet), which have provided 75,046
nominal 1.52-meter long samples. The True North deposit has been defined by
1,353 drill holes (totaling 352,660 feet), which provided 70,532 nominal
1.52-meter long samples.

Core samples and reverse circulation drill cuttings are collected from
each drill hole and are geologically logged. Reverse circulation 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 reverse circulation rotary
cutting sample is submitted to an independent assay laboratory for geochemical
analysis, and the subsequent geochemical data is entered with the lithologic log
data into the project database. In an effort to collect the most representative
sample possible, 83.1 millimeter (83 millimeter prior to 1998) diameter core
holes have been drilled at the Fort Knox and Ryan Lode deposits, while 64
millimeter core holes are drilled at True North and Gil. Core is 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 shear
and vein orientations, as well as mineralization and oxidation. A representative
sample is retained for later use and the remainder of each interval is submitted
for assay.

Drill samples are collected from the drill hole by personnel of the
various drilling contractors, under the direct supervision of Kinross staff. The
samples are labeled and placed in bags at the drill site and prepared for
transport to commercial laboratories for preparation and assay. 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 pulp sample of known grade is also submitted to the laboratory. The
sample frequency is twice per core hole, and every 30 meters for reverse
circulation 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. For samples with fire assays greater than 0.3
grams per tonne, the samples are resubmitted to the laboratory for a cyanide
soluble assay. The purpose of this procedure is to determine mill recovery
rates.

Kinross employs, as a standard operating procedure, a very detailed
analysis program for determining if a particular reverse circulation 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 examined in
cross-sections. Based on how the area compared to adjacent holes, a decision is
made as to whether or not the data is to be rejected. If any samples are
determined from these procedures to be suspicious, that data is rejected and is
excluded from the database used to estimate mineral resources.

Any mineralized drill hole interval that has a calculated recovery
greater than 100% is closely scrutinized and may be rejected. This is the
primary (but not only) method for determining contamination at the Fort Knox
deposit, but it is a less effective method for the True North deposit, where
cyclicity and decay are more effective tools.

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 reverse circulation holes, that penetrate the water table within
the deposit. The reasonableness of Kinross' methods in drilling this part of the
deposit has been validated by the results of mining in several of these areas of
the deposit. These techniques are now also used as standard practice at all of
Kinross' properties in the Fairbanks mining district, including the True North
mine.

MINERAL RESERVE AND RESOURCE ESTIMATES

The following table sets forth the estimated proven and probable reserves
for the Fort Knox mine and area as at December 31, 2002, and 2001:

2002 2001
--------------------------------------------- ---------------------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------ ----- ------- ------ ----- -------
(000'S) (GPT) (000'S OZ) (000'S) (GPT) (000'S OZ)

Proven 58,414 0.84 1,571 59,212 0.83 1,575
Probable 38,744 0.89 1,107 44,708 1.05 1,508
------ ---- ----- ------ ---- -----
Total 97,158 0.86 2,678 103,920 0.92 3,083
====== ==== ===== ======= ==== =====

In addition to estimated proven and probable reserves, as at December 31,
2002, the Fort Knox mine and area has an estimated 21.7 million tonnes of
measured and indicated resources at an average grade of 1.02 grams of gold per
tonne. UNITED STATES INVESTORS ARE ADVISED THAT THE TERMS "MEASURED RESOURCES"
AND "INDICATED RESOURCES" ARE RECOGNIZED BY CANADIAN REGULATIONS BUT NOT BY THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION. 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.

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 on a
24 hours per day, 365 days per year schedule.

The Fort Knox mill has a daily capacity of between 32,658 to 45,359
tonnes per day. An average of 37,650 tonnes per day is scheduled to be processed
in 2003, with True North providing 22% of the mill feed. Mill feed is first
crushed to minus 20 centimeters in the primary gyratory 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 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. Because the True North mineralization has a much finer
gold particle size than the Fort Knox mineralization, the gravity circuit is not
a significant factor in recovering True North reserves.

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.

FORT KNOX OPEN PIT

The mine production rate varies between 94,000 and 130,000 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.

In 1996 a 1.3 million short ton slope failure developed in the central
south wall above the granite-schist contact. The slide was stabilized with
mining set backs at the toe of the failure. Ground water was believed to be a
contributing factor to the failure, and a dewatering program is planned before
mining this zone.

The mine currently has 14 dewatering wells, which produce approximately
600 gallons per minute. In 2003, four additional wells will be drilled.

Stripping of Phase-6 is scheduled to begin in 2004 on the 2200 bench.
Before sustained mill feed rates can be reached in mid 2006 on the 1460 bench,
55 million short tons of waste rock will be mined, at an average rate of 60,000
short tons per day. Six additional haul trucks and a loader will be added to the
mining fleets in order to accomplish the stripping.

Typically, upper Phase-6 benches average 4,700 feet in length, with a
mining face width between 150 and 500 feet. 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.

TRUE NORTH OPEN PIT

Production rates for the True North open pit mine vary between 18,100 and
36,300 tonnes per day of material, seven days a week. Standard drilling and
blasting techniques are used and the blast holes are sampled and assayed for
grade control purposes. Broken rock is loaded with a shovel or a wheel loader
into 77-tonne haul trucks. Depending on the ore-control plan the mine material
is delivered either to the stockpiles or to waste rock dumps.

From the stockpile, mill feed is reloaded into 77-tonne capacity trucks
for the 20.9 kilometer long trip to the Fort Knox mill at 8,437 tonnes per day.
The material is directed dumped into a gyratory crusher.

The True North mine will operate at full production into the third
quarter of 2004 with reserves at True North being depleted by the first quarter
of 2005.

The current True North mining permit does not allow water discharge or
mining below the water table. All the pits were designed to meet these criteria
based on Kinross' current estimation of the groundwater surface. As mining
progresses, refinements in the water table location may allow changes in the pit
designs.

As the mine is a side hill excavation, waste rock will be place either in
access roads or in dumps adjacent to the excavations. Because much of the
deposit is located on north and northwest facing slopes, discontinuous
permafrost is present in the mining area. Clearing and grubbing in the
permafrost areas must be done during the winter months because bulldozing
becomes very difficult once the surface layers thaw. Access roads can be placed
across permafrost areas but waste dumps cannot.

SUMMARY OF PRODUCTION AND FINANCIAL DATA

The following table summarizes certain gold production, operating and
financial data relating to the Fort Knox mine for the three years ended December
31, 2002:

YEARS ENDED DECEMBER 31,
---------------------------------------------
2002 2001 2000
---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION:

Tonnes mined (000's)....................................................... 32,699.0 31,212.9 32,301.9
Ore processed (000's)...................................................... 13,842.9 14,209.1 13,603.2
Gold grade (gpt)........................................................... 1.09 1.05 0.94
Average gold recovery (%).................................................. 84 86 89
Gold equivalent production................................................. 410,519 411,221 362,959
Number of employees........................................................ 388 361 256

SELECTED FINANCIAL INFORMATION (IN MILLIONS EXCEPT UNIT COSTS):

Revenue.................................................................... $ 131.6 $ 109.0 $ 102.8
---------- ---------- ----------
Cost of production 95.3 85.0 73.5
Inventory change........................................................... 2.9 (3.3) --
Site restoration cost accruals............................................. 1.0 1.2 1.3
Depreciation, depletion and amortization................................... 54.9 42.9 31.9
Mining property write-down................................................. -- -- --
Interest expense........................................................... 1.5 3.6 5.7
Exploration................................................................ 1.6 0.5 0.1
---------- ---------- ----------
157.2 129.9 112.5
---------- ---------- ----------
Net loss................................................................... $ (25.6) $ (20.9) $ (9.7)
========== ========== ==========

OTHER FINANCIAL INFORMATION:

Capital expenditures (millions) ........................................... $ 15.0 $ 20.2 $ 17.6
Unit costs:
Total cash costs per gold equivalent ounce produced...................... 232 207 203
Total cash costs per tonne milled........................................ 7 6 5
Total production cost per gold equivalent ounce.......................... 343 314 294

Total cash costs and total production costs are non-GAAP measures. For
further information on these non-GAAP measures, please refer to the disclosure
under "Kinross Management's Discussion and Analysis of Financial Condition and
Results of Operations--Financial Results--Nine Months Consolidated
Results--Costs and Expenses--Operations-Summary," and "--Operations-Individual
Mine Disclosure--Fort Knox (100% Ownership Interest), USA."

For further information on the 2002, 2001, and 2000, results, refer to
the disclosure included under "Kinross Management's Discussion and Analysis of
Financial Condition and Results of Operations--Financial Results--Year-End
Consolidated Results--Costs and Expenses--Operations-Individual Mine
Disclosure--Fort Knox Mine (100% Ownership Interest), USA."

PRODUCTION FORECAST, LIFE OF MINE, AND CAPITAL EXPENDITURES

The life of mine plan prepared by Kinross provides for completion of
mining at True North in 2005. From that point onwards, production is derived
entirely from the Fort Knox deposit until 2010 when the feed will originate
predominantly from the low grade stockpile material.

Capital expenditures at the Fort Knox operations in 2002 were $15.0
million compared to $20.2 million during 2001.

[GRAPHIC DEPICTING FORT KNOX MINE]

TRUE NORTH PROPERTY MAP

[GRAPHIC DEPICTING TRUE NORTH PROJECT]

THE PORCUPINE JOINT VENTURE

GENERAL

Kinross and Placer CLA 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"). Placer CLA owns a
51% participating interest and Kinross owns a 49% participating interest in the
Porcupine Joint Venture. The joint venture is managed by Placer CLA. The
Porcupine Joint Venture incorporates Placer CLA's Dome mine and mill, Kinross'
Hoyle Pond, Pamour and Nighthawk Lake mines and the Bell Creek mill.

THE ASSET EXCHANGE AGREEMENT

Pursuant to the Asset Exchange Agreement which was entered into as a step
in implementing the Porcupine Joint Venture, Placer CLA transferred to Kinross
an undivided 49% interest in all of Placer's assets owned, used or thereafter
acquired by Placer CLA or its affiliates and located within a 100 kilometer
radius of Placer CLA'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 CLA or its affiliates, including all real
property, personal property, inventory, certain accounts receivables, buildings,
fixtures, facilities, private roads and other assets located or acquired in the
Development Area, including all patented, leasehold, unpatented mining claims
and licenses of occupation recorded in the name of Placer CLA or its affiliates,
the benefit of any royalty agreements in favor of Placer CLA or its affiliates,
the benefit of Placer CLA's leases and other contracts relating to Placer CLA's
real property and mining claims in this area and the benefits which may be
obtained under any existing actions, claims or other proceedings relating to
Placer CLA's business in this area and all goodwill attributable to such
business.

Under the Asset Exchange Agreement, Kinross in turn transferred to Placer
CLA 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, including all real
property, personal property, inventory, certain accounts receivable, buildings,
fixtures, facilities, private roads and other assets located or acquired in the
Development Area, including all patented, leasehold, unpatented claims and
licenses of occupation recorded in the name of Kinross, the benefit of any
royalty agreements in favor of Kinross or its affiliates, the benefit of
Kinross' leases and other contracts relating to Kinross' real property and
mining claims in this area and the benefits which may be obtained under any
existing action, claims or other proceedings relating to Kinross' business in
this area and all goodwill attributable to such business. 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 CLA, and Placer CLA
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. Placer
CLA's contracts relating to its Timmins operations remain in the name of Placer
CLA, which will hold such 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 CLA
entered into a 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 Placer CLA 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.

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 returns 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
and open pit mine and mill, the Hoyle Pond underground mine and the Bell Creek
mill and tailings storage facility which 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, most
notably the Pamour and Nighthawk Lake mines. The only producing mines forming
part of the Porcupine Joint Venture in Timmins at present are the Dome mine and
the Hoyle Pond mine.

A report entitled "Independent Technical Report on the Porcupine Joint
Venture, Ontario, Canada" dated March 2003 (the "PJV Report") has been prepared
for Kinross by Steffen, Robertson and Kirsten Consulting (Canada) Inc. ("SRK
Consulting") and authored by Jean-Francois Couture, Ph.D., P.Geo, principal
geologist, William F. Tanaka, principal geologic engineer, Robert Crepeau,
P.Eng, Nicholas Michael, MBA, senior mining engineer, and Tim Mosey, senior
geological/mining engineer. The following summaries of the Porcupine Joint
Venture have been prepared from the PJV Report and, in some cases, are extracts
from the PJV Report.

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 private
lease is for a term of 20 years and is in good standing until May 31, 2005.
There are also two contiguous staked mining claims covering 32 hectares located
in Whitney Township south of Hoyle Township.

There are various royalties on the Hoyle Pond underground mine land
package. The only royalties requiring payment at present are a tonnage-based
royalty on the private lease and a $0.10 per tonne royalty. Royalty payments
were $0.1 million in 2002 and $0.1 million in 2001.

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 underground and open pit 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, the Paymaster property that lies to the west of the Dome open pit and
the Vedron property that lies south of the Paymaster property.

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.

All requisite permits have been obtained for the mining and continued
development of the Dome underground and 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 and the Pamour mine site is 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
these mines since their acquisition in 1999.

The necessary permits required to commence mining of the mineral reserves
contained in the existing Pamour pit, north of Highway 101, referred to as the
phase one mine plan, have been maintained in good standing and require only
administrative reactivation.

Kinross will require additional permit approvals to mine south of Highway
101, which is outside of the phase one mine plan. The government agencies that
will be involved in the additional permitting process include the City of
Timmins, the Matagami River Conservation Authority, the Ontario Ministries of
Northern Development and Mines, Natural Resources, Environment and
Transportation, the Federal Department of Fisheries and Oceans and Environment
Canada.

The key element in the development of the expanded open pit outside of
the phase one mine plan will be the relocation of Highway 101. The proposed
relocation will involve constructing a causeway over a portion of a small lake,
the Three Nations Lake, and will therefore have a direct effect on a nearby fish
habitat. This highway has been relocated several times during the production
history of the mine. As a fishery resource will be involved in the project
planning, the Canadian Environmental Assessment Act process will be the guiding
legislation. Kinross believes there is a high level of assurance that the
project will receive all required approvals for development.

Some land acquisition will be required for the construction of the
project. The Drew claims located immediately north of the phase one open pit,
for which the surface rights are required for a waste rock disposal site, will
have to be acquired. The Tanager claims located on the eastern shore of the
Three Nations Lake for which the surface rights are required for relocation of
Highway 101 will also have to be acquired. Negotiations for the acquisitions of
these claims have been initiated and Kinross believes there is a high level of
assurance that they will be concluded successfully. A right of way will have to
be obtained for the haulage road from the Pamour mine to the Dome mine, for
which negotiations have not yet commenced.

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 Bell Creek milling operation obtained its processing water from Bell
creek, located within the permitted property area. The existing land package
includes areas where additional tailings storage areas can be permitted. The
current tailings storage area has sufficient capacity for several years at
planned production throughout, however, the Bell Creek mill is currently not
operating. Power is provided to the mine and mill by Ontario Hydro.

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 suficial 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 to above +30 degrees Celsius. 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.

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.

Approximately 4.0 million ounces of gold were produced from the Pamour
mine from 1936 to 1997. There has been no production at the Pamour mine since
Kinross acquired it in 1999.

The Hoyle Pond discovery hole was drilled by Texas Gulf in 1980. The
deposit was explored in 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 tonnes 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 extension 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 CLA 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, 2001, the Dome mine has
produced 14,537,596 ounces of gold and approximately 2,596,000 ounces of silver
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
greenshist-facies metamorphics. Lodes are found in a corridor up to 10
kilometers wide parallel to the 200 kilometers 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, occur on opposite limbs of an open, northeast plunging F2 antiformal
structure, hosted within carbonatized north-dipping sheared and metamorphosed
tholeiitic basalts. The 7 Vein system occurs as a series of stacked, flat to
gently northeast dipping veins at the nose of the antiformal structure.
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.

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 and overlies an east-west trending unconformity
between Tisdale Group volcanic rocks and Timiskaming Group sediments. Volcanic
rocks occupy the area north of the mine and the unconformity, and include
interlayered mafic to ultramafic units. Sedimentary rocks occupy the area south
of the unconformity and include greywacke, argillite and conglomerate. A
distinct unit of clastic sediments marks the unconformity itself. Gold
mineralization is hosted by both volcanic and sedimentary units 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.

The Nighthawk Lake mine is located along the Nighthawk Lake Break, a
branch fault of the Destor Porcupine Fault Zone. Rocks in the vicinity of the
Nighthawk Lake mine consist of mafic to felsic volcanics, intruded by irregular
masses of albitite and syenite. Gold mineralization occurs both within the
volcanic rocks and intrusives, and generally shows a close spatial association
with strong carbonate alteration, brecciation, quartz veining and pyrite or
arsenopyrite. Based on past work, orebodies at the mine have been subdivided
into six main zones including the: Main Zone, No. 1 Zone, No. 4 Zone, Ramp Zone,
"A" Zone and Deadman Island Zone.

DOME MINE

The Dome mine lies on the south limb of the Porcupine syncline in an area
where the Keewatin volcanic rocks are overlain by the Timiskaming
metasedimentary slates and conglomerates.

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.

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.

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.

Immediately south of "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.

At the Paymaster property, historic mining operations extracted ore from
ankerite veins in mafic units and quartz veins in porphyry. The majority of
mineralization being targeted by current exploration is hosted by carbonated and
sulphidic greenstone adjacent to and within flexures in the mafic/ultramafic
contact (36 Zone).

EXPLORATION

Kinross' regional exploration within the Timmins camp totaled $2.3
million during 2002. Kinross' share of the planned exploration spending for 2003
is $2.4 million.

DRILLING, SAMPLE AND ANALYSIS, AND SECURITY OF SAMPLES

Kinross 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.

Kinross conducted both surface and underground diamond core drilling
operations for the period ending December 31, 2002. For resource estimation
purposes, drilling spacing ranges from a low of 8.0 meters to a high of 25.0
meters. Typically, drill holes are sampled honoring geological contacts while
maintaining a standard 1.5 meter sample length wherever possible. Typically the
core is not split prior to assay unless the hole is an exploration hole
targeting new mineralization.

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 to 40 tonnes
of ore.

At the Dome mine, ore development is sampled at 2 to 3 meter intervals
using both chip samples and muck samples. Cut and fill stopes are sampled at a
rate of one sample for every 30 tonnes and long-hole and bulk mining zones are
sampled at a rate of one sample for every 60 tonnes.

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.

Since the inception of the Porcupine Joint Venture until December 31,
2002, samples were analyzed at the Bell Creek lab, the Dome mine lab and at
independent assay labs. 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 finalizing the Porcupine Joint Venture agreement, Kinross'
analytical work is completed at the Dome mine lab with the Bell Creek lab placed
on care and maintenance.

At the Bell Creek lab, samples were analyzed using conventional fire
assay methods with gravimetric finish. The sampler, using a tag, identified
samples known to contain coarse, visible gold. The tag alerted the lab of the
possibility of contamination and identifying these samples for modified analysis
where each sample was analyzed in triplicate. The analytical procedures at Bell
Creek included the insertion of two blanks, two checks and one standard in each
tray of 25 analyses. At the independent lab, the check assays were conducted at
a rate of one check for every 8 to 10 samples with a blank and a standard
analyzed with every 30 samples.

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 standard. The Dome mine
lab processes all surface and underground production and exploration samples.
Check assays are completed at the Dome mine lab or at external laboratories. All
multi-element analytical work is completed at external laboratories.

MINERAL RESERVE AND RESOURCE ESTIMATES

The following table sets forth the estimated proven and probable reserves
for the Porcupine Joint Venture as at December 31, 2002, and 2001, and
represents 100% of the joint venture's reserves, in which Kinross has a 49%
interest:

2002 2001
--------------------------------------------------- ---------------------------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------ ----- ------- ------ ----- -------
(000'S) (GPT) (000'S OZ) (000'S) (GPT) (000'S OZ)

Proven 16,316 1.39 728 367 13.31 157
Probable 42,561 1.68 2,302 14,167 1.65 752
------ ---- ----- ------ ---- ---
Total 58,877 1.60 3,030 14,534 1.94 909
====== ==== ===== ====== ==== ===

In addition to proven and probable reserves, as at December 31, 2002, the
Porcupine Joint Venture has an estimated 13.9 million tonnes of measured and
indicated resources at an average grade of 1.76 grams of gold per tonne. United
States investors are advised that the terms "measured resources" and "indicated
resources" are recognized by Canadian regulations but not by the United States
Securities and Exchange Commission. 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.

MINING AND MILLING OPERATIONS

The Hoyle Pond operations consist of an underground mine serviced by two
declines and one shaft. The underground operations are comprised of 17 main
levels, with the shallowest at 40 meters below surface and the deepest at 720
meters below surface. The Hoyle Pond ramp extends down to the 280 meter level
and services the Hoyle Pond and seven vein zones. The 1060 ramp, which services
the 1060 Zone, extends to the 900 meter level. 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. Current life of mine plans based on proven and probable
reserves and measured and indicated resources have production ending in 2009.

The mineralized zones at Hoyle Pond are narrow high-grade veins, dipping
from 30 to 90 degrees. Mining methods used are cut and fill, shrinkage, panel
and long-hole methods. The percentage of ore production by mining method for
2003 is 34% long-hole, 31% cut and fill, and 23% shrinkage. The balance of
production is made up by other development such as drifting (7%) and raising
(2%).

The mining of the Hoyle Pond crown pillar will require significant
infrastructure including the installation of circular steel sheet pile cells,
steel sheet pile walls, and dams to isolate 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 Hoyle Pond crown pillar will be mined by conventional open-pit methods
in 2004.

The Dome underground mine is in its final year of full production in 2003
after 93 years of operation that began in 1910. The mine consists of 37 levels
generally spaced at approximately 45 meter intervals extending over 1,500 meters
in depth. The main production and service shaft is the No. 8 shaft which extends
1,668 meters in depth. The former No. 3 shaft that extends 745 meters in depth
has been mined-through by the open-pit operation and is no longer in service.
Mining is predominantly by modified longhole methods that will provide 97% of
the tonnes produced in 2003. The balance of production is comprised of cut and
fill mining (1%) and development (2%). There are three cut and fill stopes
remaining that will be depleted in 2003.

As production of the Dome underground mine nears completion, attempts to
extend the mine life are being evaluated with on-going exploration of areas
within and peripheral to the mine. Extensions of the mine life will continue to
rely on the No. 8 shaft and associated infrastructure.

The Dome open pit is being 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 an ongoing basis as
part of normal open pit operations. Open pit mineral reserves are scheduled to
be depleted in 2004. Stockpiled ore is expected to sustain mill operations until
2007.

The Pamour mine and mill are currently shutdown. There is no plan to
reopen the mill at Pamour, as the ore will be processed at the Dome mill, the
Pamour facility is slated for dismantling and removal. The Pamour project
feasibility study and permitting process are scheduled for completion by the
first quarter of 2004. Construction of the haul road and major infrastructure
will be completed during 2004 and 2005. Stripping will begin in late 2004 and
full-scale ore mining will be achieved in 2005. Mining will be by a conventional
open pit method. Much of the equipment required for the Pamour operation will be
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.

Ore from the Hoyle Pond mine was historically (prior to the Porcupine
Joint Venture) milled at the nearby Bell Creek mill, which is also owned by
Kinross (and is part of the Porcupine Joint Venture). Bell Creek is currently
under care and maintenance, and all ore mined at Hoyle Pond is transported via
over-the-road trucks to the Dome mill. Currently there is no plan to reactivate
the Bell Creek mill.

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 this mill. In
the future, the mill will be expanded to also accommodate production from the
Pamour mine, which is slated for production in 2005.

Gold is recovered at the Dome mill using a combination of gravity
concentration and cyanidation techniques. The flowsheet consists of primary
crushing, secondary crushing, rod/ball mill grinding, gravity concentration,
cyanide leaching, carbon-in-pulp gold recovery, stripping, electrowinning and
refining. The mill has a capacity of 12,000 tonnes per day and currently
processes over 11,500 tonnes of ore per day.

Site restoration costs at the Hoyle Pond, Pamour and Bell Creek mines are
estimated to be $11.4 million of which $3.3 million has been accrued as a
long-term liability of Kinross. The balance will be accrued on a unit of
production basis over proven and probable reserves. Kinross has posted surety
bonds and letters of credit totaling $2.6 million for site restoration
obligations with the provincial government. Site restoration costs at the Dome
mine are estimated to be $18.9 million.

SUMMARY OF PRODUCTION AND FINANCIAL DATA

The following table summarizes certain gold production, operating and
financial data relating to the Porcupine Joint Venture for the three years ended
December 31, 2002. The results of operations for the year ended December 31,
2002, include Kinross' 49% share of the results of operations from the Porcupine
Joint Venture for the six month period ended December 31, 2002. All other
historical data pertains to the Hoyle Pond mine:

YEARS ENDED DECEMBER 31,
-----------------------------------------------
2002 2001 2000
---- ---- ----

SELECTED PRODUCTION AND OPERATING INFORMATION:

Tonnes mined (000's) (100% basis).......................................... 10,821.9 635.8 790.8
Ore processed (000's) (100% basis)......................................... 2,390.7 443.9 460.6
Gold grade (gpt)........................................................... 5.00 12.40 11.27
Average gold recovery (%).................................................. 91 88 84
Gold equivalent production(1).............................................. 189,464 156,581 140,441
Number of employees........................................................ 756 379 419

SELECTED FINANCIAL INFORMATION (IN MILLIONS EXCEPT UNIT COSTS):

Revenue.................................................................... $ 58.2 $ 41.7 $ 38.4
------------ ----------- -----------
Cost of production......................................................... 38.0 28.5 29.4
Inventory change........................................................... (1.5) (0.7) --
Site restoration cost accruals............................................. 1.5 0.2 0.1
Depreciation, depletion and amortization................................... 16.4 13.2 13.1
Care and maintenance....................................................... 0.6 0.9 4.1
Exploration................................................................ 1.9 0.3 --
------------ ----------- -----------
56.9 42.4 46.7
------------ ----------- -----------
Net earnings (loss)........................................................ $ 1.3 $ (0.7) $ (8.3)
============ =========== ===========

OTHER FINANCIAL INFORMATION:

Capital expenditures (millions) ........................................... $ 6.7 $ 7.9 $ 13.9
Unit costs:
Total cash costs per gold equivalent ounce produced...................... 201 182 209
Total cash costs per tonne milled........................................ 32 64 63
Total production cost per gold equivalent ounce.......................... 294 265 303

-------------------------
(1) 2002 gold equivalent production represents Kinross' 49% ownership
interest in the Porcupine Joint Venture commencing July 1, 2002. Prior
gold equivalent production represents Kinross' 100% interest in the Hoyle
Pond Mine.

PRODUCTION FORECAST, LIFE OF MINE, AND CAPITAL EXPENDITURES

The proven and probable reserves are sufficient for six years of
production. There is significant potential for additional reserves and resources
in the current property position controlled by the joint venture. Permitting
activities on the Pamour mine are underway.

Kinross' share of capital expenditures at the Porcupine Joint Venture
operations in 2002 were $6.7 million compared to $7.9 million during 2001. The
majority of capital expenditures for 2002 were required to further advance the
1060 ramp at the Hoyle Pond mine, underground development drilling at the Hoyle
Pond mine, surface fleet additions and plant modifications. The majority of the
expenditures are on the Hoyle Pond mine development, tailings dam and
underground equipment.

PORCUPINE JOINT VENTURE PROPERTY POSITION

[MAP DEPICTING LOCATION OF PORCUPINE JOINT VENTURE]

KUBAKA MINE, RUSSIAN FEDERATION

Kinross owns a 98.1% interest in the Omolon Gold Mining Company
("Omolon"), a Russian joint stock company. Omolon is operated under a
contractual agreement whereby an indirect subsidiary of Kinross is the operator
and manager. The major assets of the joint stock company are the Kubaka mine and
the Birkichan exploration project located in the Russian Far East. The majority
of Kinross' prior 54.7% ownership interest in the Kubaka mine was acquired in
the Kinam Merger on June 1, 1998.

On December 3, 2002, Kinross entered into purchase agreements with four
of the five Russian shareholders of Omolon. The four shareholders agreed to
tender their shares in Omolon and Omolon agreed to pay $44.7 million including
certain transaction costs for these shares. These transactions closed as at
March 26, 2003, increasing Kinross' interest in Omolon to 98.1% from 54.7%.

A report entitled "Technical Report on the Kubaka Project" dated February
2003 (the "Kubaka Report") has been prepared for Kinross by Scott Anderson,
mining engineer. The following summaries of the Kubaka Project have been
prepared from the Kubaka Report and, in some cases, are extracts from the Kubaka
Report.

PROPERTY DESCRIPTION AND LOCATION

The Kubaka open pit mine, infrastructure and mining concession covers
approximately 897 hectares located 320 kilometers south of the Arctic Circle and
938 kilometers northeast of the major port city of Magadan. The Kubaka pit
operated for six years from 1997 to 2002, producing slightly more than 430,000
ounces of gold annually.

Currently, the Kubaka Project consists of mineralized stockpiles and
three small, undeveloped underground projects. The underground projects have
been exploited in 2003 and will continue to be exploited in early 2004.

The Birkichan exploration project covers approximately 515 hectares and
is located 28 kilometers north of the Kubaka operations.

Omolon holds the license from the Russian government to operate the
Kubaka mine (the "Kubaka License"). The Kubaka License terminates in 2011,
subject to extension of up to an additional two years. The Kubaka License
establishes certain production requirements for the Kubaka mine and requires the
payment of a 3% royalty on the total value of the gold extracted. In 2002, the
Kubaka mine was subject to total royalty and production based taxes of 6.7%.
Kinross' proportionate share of royalties and production based taxes were $4.8
million in 2002 compared to $5.3 million in 2001.

The original Kubaka mining license was granted on January 17, 1995, it
was extended on November 21, 2000, and expires in 2008.

The stockpiles, the Kubaka underground mining operations, and the Tsokol
deposit are located on the original land allotment for the Kubaka project. The
"Right to Use Mineral Resources" was issued in 1995 and expires in 2015. The
original land allotment covered 885 hectares. With the addition of the explosive
storage area, the airstrip, the access road to the airstrip, and other minor
adjustments to the land allotted near the overburden stockpiles, the land
allotment currently comprises 927.8 hectares.

The Birkichan project is not included in the Kubaka land allotment. A
separate license has been granted to Omolon allowing exploration and mining
activities on the Birkichan project.

All requisite permits have been obtained for the mining and continued
operation of the Kubaka open pit mine and are in good standing. Kinross is in
compliance with the Kubaka and Birkichan permits in all material respects.

ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY

Access to the Kubaka mine is by air from Magadan or by a 362-kilometer
winter road from Omsukchan, and a 576-kilometer all weather road from Magadan to
Omsukchan. The winter road is generally open from mid-December until April and
is primarily used to ship the materials and supplies necessary for the next
year's production.

The Birkichan project is located 28-kilometers north of the Kubaka
project site. Winter access to the Birkichan project is by two routes; a 53
kilometer exploration trail from the Omolon winter road, or an alternate 45
kilometer route which has ecological sensitivities along the river but is far
superior especially for heavier equipment. Helicopter access is required during
spring thaw, fall freeze-up and summer high water periods. During the dryer
periods in the summer months, access to the site is by 4 x 4 vehicles.

The climate at Kubaka is characterized by long cold winters, lasting six
months or more. Summers vary between rainy and cool to very warm and dry. Snow
has fallen in all 12 months of the year. The mine operates in Arctic conditions.
Daylight varies from four to 20 hours per day. Temperatures range from below -52
degrees Celsius to above 32 degrees Celsius. Mean precipitation is approximately
40 centimeters annually.

The area is described as mountainous with some rugged topography. The
slopes have gentle concavity with a steepness of between 10 and 30 degrees. The
site is situated in permafrost. The natural vegetation at the site consists of
moss, low shrubs and small larch trees. In the valley bottom the ground surface
is hummocky and grass covered. The elevation ranges from 500 to 932 meters.

Water utilized in the mill for processing the ore is obtained from four
sources: fresh water from a well 650 meters south of the mill complex, fresh
water from the Dukat tailings dam immediately south of the mill, reclaimed water
from the tailings dam facility, and waste water from the sewage treatment plant.

Electrical power at Kubaka is generated at site with seven 3516
Caterpillar diesel generators, each producing 1,500 kilowatts. Generally, four
of the generators are utilized in the summer and five in the winter, providing
power for the crusher and mill complex, office, and maintenance shop. Three G72M
diesel generators, each producing 800 kilowatts, provide power for the man camp.
Typically only one of these is utilized at any time, with two on standby.

HISTORY

The Kubaka Deposit was discovered in 1979 during a geological survey
conducted by the State Geological Exploratory Expedition. While conducting a
group geological survey between 1983 and 1987, preliminary data on the
parameters and morphology of the orebodies and on the scales of mineralization
was obtained. Between 1986 and 1992, the Central Ore Zone and Northern Ore Zones
were explored in detail and confirmed the economic merit of developing the
project.

In 1987, a small open pit was operated with the ore being processed at
the Karamken and Omsukchan processing plants. In 1992, an 80,000 tonne per year
pilot process plant was constructed at the site and utilized a gravity/flotation
process.

In 1992, the comprehensive ore reserves of the Northern Ore Zones passed
State approval of reserves and were transferred to the Evensk stock society for
industrial development. Ore recovery began in 1993 with the ore processed at the
Karamken processing plant.

In 1992, ore reserves for the Kubaka Deposit were calculated and passed
State approval on July 19, 1993. In 1993, bidding was opened for commercial
development rights to the mineral resources of the Kubaka and Evenskoye
deposits. Omolon, a joint stock organization including five Russian partners and
Cyprus Amax won the bid and was issued the mining license for the Kubaka
deposit.

Construction of the mine and milling complex commenced in 1994 and was
completed at a total capital cost of approximately $242 million. This amount
includes certain financing costs, working capital and approximately $14 million
in capitalized interest. Commercial production was achieved at Kubaka on June 1,
1997. The mine and mill have continued operations since then except for a short
period in September 1998.

GEOLOGY AND MINERALIZATION

The Kubaka gold deposit is located in an area of highly weathered
Paleozoic volcanic rocks resting on a Precambrian crystalline basement. The
Kubaka ore deposit is an epithermal quartz-adularia vein system hosted by
volcanic rocks and their sedimentary derivatives. Kubaka is older than, but
otherwise very similar to, volcanic hosted epithermal gold deposits found in the
North American Western Cordillera.

The orebody was formed in the Devonian time period. It is located in a
caldera represented by a crest like depression about 2.5 kilometers in width and
4.2 kilometers in length. The strata are complex and consist of sedimentary
tuffs from the mid to late Devonian in age. Tuffs and sandy tuff units are the
main traps for the gold mineralization. These are a few meters to tens of meters
thick. The gold bearing fluids utilized the ignimbrites for conduits and are 40
to 60 meters thick.

The mineralization at Kubaka extends over a strike length of 3.5
kilometers with the underground mining operation having a strike length of 2
kilometers. The Birkichan project has a strike length of 2.5 kilometers and is
open along strike both to the northeast and the southwest.

Commercial grade mineralization is found in three steeply dipping veins:
North, Central, and Zokol. The Zokol is not economic due to technical and
hydrological issues. The main Kubaka vein is steeply dipping and outcrops at the
surface. The vein consists of massive to finely banded quartz. Gold and silver
(electrum and other minerals) occurs in quartz. The gold to silver ratio is
approximately one to one.

EXPLORATION

Kinross will focus its exploration activities to identify resources that
can be quickly converted into reserves and provide mill feed for the Kubaka
processing plant in 2004. Exploration expenditures in 2002 were $1.2 million.
Planned exploration expenditures in 2003 are $1.2 million.

DRILLING, SAMPLE AND ANALYSIS AND SECURITY OF SAMPLES

The project area has been explored using reverse circulation and diamond
core drilling, with the majority being diamond core drilling. The resource at
Kubaka has been drilled on 20-meter sections, and in areas of complex geology or
high grade, drill density is increased to 10-meter sections. The majority of the
diamond drill holes are drilled at right angles to the vein (typically dipping
70 to 75 degrees). All of the exploration and reverse circulation infill data is
included in the geologic model.

Sample recovery for all the sampling methods is high. Very little water
has been encountered in both the diamond drilling and reverse circulation
drilling.

Samples are delivered to the assay department under direct control of the
geology department. All information is checked and verified by the geological
staff prior to entry into the geological database that is used to create the
resource models.

The local geologists and the technical services departments of Kinross
have developed the geological models. The reconciliation of the Kubaka geology
models with mining to date indicates a good (correlation between the resource
model and production) geological representation of the deposit by the block
model.

Drill and other exploration samples collected for use for geological
modeling and resource estimation have been under the direct supervision of the
geological department and delivered to the assay laboratory under secure
conditions. 10% to 15% of all samples are resubmitted to the site laboratory as
check samples. This includes all

exploration, infill, and production samples. Also, check samples are sent to
labs in the United States, Canada, and Irkutsk.

Over the last four years systematic but wide spaced exploration drilling
at the Birkichan gold prospect has partially identified a mineral deposit with
narrow high grade structures. Detailed drilling in the central Mezinitz valley
has outlined several near surface subparallel zones with potential for an open
pit. The low-grade mineralized zone hosting the higher-grade structures remains
open in two directions and the overall potential to expand resource is good.

MINERAL RESERVE AND RESOURCE ESTIMATES

The following table sets forth the estimated proven and probable reserves
for the Kubaka mine as at December 31, 2002, and 2001, and represents 100% of
the Kubaka deposit, in which Kinross holds a 98.1% interest:

2002 2001
------------------------------------------------ ------------------------------------------------
AVERAGE GOLD AVERAGE GOLD
TONNES GRADE CONTENT TONNES GRADE CONTENT
------ ----- ------- ------ ----- -------
(000'S) (GPT) (000'S OZ) (000'S) (GPT) (000'S OZ)

Proven 1,682 4.46 242 1,119 9.81 353
Probable 61 22.62 44 448 19.93 287
----- ----- -- ----- ----- ---
Total 1,743 5.09 286 1,567 12.70 640
===== ==== === ===== ===== ===

In addition to proven and probable reserves, as at December 31, 2002, the
Kubaka deposit includes an estimated 0.3 million tonnes of measured and
indicated resources at an average grade of 11.05 grams of gold per tonne. United
States investors are advised that the terms "measured resources" and "indicated
resources" are recognized by Canadian regulations but not by the United States
Securities and Exchange Commission. 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.

MINING AND MILLING OPERATIONS

Open pit mining ended in October 2002. Kinross has commenced processing
the low-grade stockpiles and will supplement this with underground ore from the
North High Wall, Center Zone, and North Vein at the beginning of the second
quarter of 2003.

The underground projects represent extensions of the Kubaka ore zone that
could not be recovered through open pit mining. They will be mined with
conventional shrinkage and long-hole mining methods. These three underground
mining areas have ore mining widths ranging from one meter to six meters and
contain grades in excess of 10 grams per tonne.

The North High Wall underground mining operation will be partially
accessed from existing adits in the pit high wall. Two additional drifts will be
driven on the bottom of the ore allowing the ore to be mined via a long-hole
mining method. The Center Zone is located in the bottom of the pit and will be
accessed with a spiral ramp. The ore will be mined with a long-hole mining
method. The North Vein will be accessed from an existing drift and will be mined
utilizing a shrink stoping method. The existing drift and some of the other
development will be slashed to allow access by the load haul dump units. One
stope is ready to be mined and two additional stopes, along the strike, will be
developed.

The mineralized stockpiles will be depleted in first quarter 2005. The
Kubaka underground operations (the North High Wall, the Central Zone, and the
North Vein), will be exhausted by January 2004.

The mineralized stockpiles are located varying distances from the crusher
yard. Slightly less than half the mill feed for 2003 will come from stockpile 6,
located 1.1 kilometers from the crusher yard. The remaining feed derived from
stockpiles is located 1.9 kilometers from the crusher yard, in stockpile 3. Both
of these stockpiles will be transported to the crusher yard with existing
equipment at site. The stockpiles are frozen and require blasting to loosen the
material for processing.

The processing facility at Kubaka is a standard carbon-in-pulp milling
process. The mill processes ore on a 24 hour per day, 365 day per year schedule.
The stockpiled ore is loaded into and crushed in the jaw crusher and conveyed to
a crushed ore stockpile. The crushed ore is reclaimed and ground in a
semi-autogenous grinding mill followed by a ball mill. The ground ore is
thickened, and then leached in a cyanidation circuit. The grind thickener
overflow flows through a carbon column circuit to recover any gold leached in
the grinding circuit. The cyanidation circuit has four stages of leaching,
followed by a six stage carbon-in-pulp circuit. The loaded carbon from the
carbon circuits is stripped of the gold and silver in a pressure stripping
circuit. Gold and silver are then recovered in electrowinning cells and smelted
to produce dore bullion. As at December 31, 2002, the mill had processed
4,505,217 tonnes resulting in 2,589,697 recovered gold ounces.

The Kubaka operations maintain the highest standards of environmental
compliance and monitoring. An environmental engineer supported by staff in the
Magadan office and in the Kinross Technical Services Department, conducts
various daily, weekly, and monthly monitoring activities in and around the
project site to assure environmental compliance.

Reclamation activities started in the second year of production, 1998.
Areas are actively reclaimed and seeded as mining progresses. Through 2002, 60
hectares had been fully reclaimed and an additional 51.4 hectares have been
partially reclaimed (top soil is placed, but it has not been seeded). In 2003,
the plan is to fully reclaim an additional 30 hectares.

If the exploration is not successful, the tailings facility will be
capped in spring of 2005. The remainder of the reclamation activities will be
completed in the spring and summer of 2005.

The underground project returns an operating profit over the duration of
the project life.

SUMMARY OF PRODUCTION AND FINANCIAL DATA

The following table summarizes certain gold production, operating and
financial information relating to the Kubaka mine for the three years ended
December 31, 2000, 2001, and 2002. The gold equivalent production is based on
Kinross' 54.7% interest in the Kubaka Mine as at December 31, 2002.

YEARS ENDED DECEMBER 31,
-----------------------------------------------
2002 2001 2000
---- ---- ----

SELECTED PRODUCTION AND OPERATING INFORMATION

Tonnes mined (000's) (100% basis)................................. 6,227.5 9,938.9 11,510.9
Ore processed (000's) (100% basis)................................ 849.9 889.3 856.8
Gold grade (gpt).................................................. 14.93 15.28 16.28
Average gold recovery (%)......................................... 98 98 98
Gold equivalent production(1)..................................... 220,972 237,162 244,641
Number of employees............................................... 374 466 441

SELECTED FINANCIAL INFORMATION (IN MILLIONS EXCEPT UNIT COSTS):

Revenue........................................................... $ 71.5 $ 71.3 $ 72.1
--------- ---------
Cost of production................................................ 29.3 33.1 34.0
Inventory change/other............................................ (1.5) 1.0 (1.1)
Site restoration cost accruals.................................... 0.8 0.4 0.8
Depreciation, depletion and amortization.......................... 20.1 24.0 30.8
Interest expense.................................................. 0.3 2.0 3.5
Exploration....................................................... 1.2 2.1 2.3
Other............................................................. -- -- (0.4)
--------- --------- ---------
50.2 62.6 69.9
--------- ---------
Earnings (loss) before taxes...................................... 21.3 8.7 2.2
Income and mining taxes........................................... 6.2 4.3 4.1
--------- --------- ---------
Net earnings (loss)............................................... $ 15.1 $ 4.4 $ (1.9)
========= ========= =========

OTHER FINANCIAL INFORMATION:

Capital expenditures (millions)................................... $ 0.1 $ 0.4 $ 0.1
Unit costs:
Total cash costs per gold equivalent ounce produced $ 133 $ 140 $ 139
Total cash costs per tonne milled............................... $ 63 $ 68 $ 73
Total production cost per gold equivalent ounce................. $ 227 $ 227 $ 268

-------------------------
(1) Gold equivalent production represents Kinross' 54.7% ownership interest
in the Kubaka mine as at December 31, 2002, 2001, and 2000.

Total cash costs and total production costs are non-GAAP measures. For
further information on these non-GAAP measures, please refer to the disclosure
under "Kinross Management's Discussion and Analysis of Financial Condition and
Results of Operations--Financial Results--Nine Months Consolidated
Results--Costs anD Expenses--Operations-Summary," and "--Operations-Individual
Mine Disclosure--Kubaka (98.1% Ownership Interest), Russia."

PRODUCTION FORECAST, LIFE OF MINE, AND CAPITAL EXPENDITURES

Kinross' share of capital expenditures at the Kubaka operations in 2002
was $0.1 million compared to $0.4 million during 2001.

The Kubaka underground project consists of three small independent
underground mining projects, two associated with the exhausted Kubaka pit, the
Central Zone and the North High Wall, with the third adjacent to the pit, the
North Vein. The capital cost of the underground project is estimated at
approximately $2 million to purchase and deliver equipment and supplies to start
underground development. Additionally, it is expected that operating
expenditures of $3.3 million will be incurred to mine and recover 79,165 gold
equivalent ounces from the three separate underground developments.

KUBAKA SITE PLAN

[GRAPHIC DEPICTING KUBAKA MINE]

LA COIPA MINE

A report entitled "Technical Report La Coipa Mine, Chile" dated May 5,
2003 (the "La Coipa Report"), has been prepared for Kinross by AMEC E&C Services
Limited ("AMEC") and authored by Maryse Belanger, P.Geo. The following summaries
of the La Coipa mine have been prepared from the La Coipa Report and, in some
cases, are extracts from the La Coipa Report. Kinross acquired the La Coipa mine
in its combination with TVX.

PROPERTY DESCRIPTION AND LOCATION

The La Coipa mine is located in the Atacam 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%). There are three
known deposits remaining within the government-approved La Coipa mining area:
Coipa Norte and Brecha Norte are currently being mined by open pit methods, and
Can-Can is planned for exploitation beginning in 2005. 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.

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. MDO's land position includes 57 exploitation concessions covering
14,827 hectares and 38 exploration permits covering 6,600 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.

The corporate income tax rate is forecast at 16.5% in 2003 and 17% for
subsequent years. Depreciation and amortization of capital costs is allowed as a
deduction in the calculation of taxable income. Corporate taxes are estimated at
$2.4 million in 2003. An annual fee of $55,000 is also assessed to maintain the
mining claims in good standing.

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.

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 to a low of -10 degrees
Celsius. Water is scarce in the area, but the Salar de Mericunga 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.

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, which 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, pro rata 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%.

GEOLOGY AND MINERALIZATION

The La Coipa ore deposit forms part of a precious metal epithermal
system, located in the northern Chilean tertiary volcanic belt which is
generally known as the Maricunga belt. Three main mineralized zones are found at
La Coipa: Ladera-Farellon and Coipa Norte, about three kilometers apart, and the
Chimberos deposit approximately 25 kilometers northeast of the 15,000 tonnes per
day plant.

The eastern portion of Coipa Norte and Farellon show high gold grades
associated with advanced argillic alteration (alunite -- kaolinite -- dickite,
quartz), semi-tabular forms and ore hosted mainly in the triassic-sedimentary
rocks. Ladera and western Coipa Norte have high silver-to-gold ratios,
mushroom-like shapes and are hosted in the tertiary pyroclastic unit. Ladera is
mainly associated with a vuggy-silica alteration and western Coipa Norte with
silicification.

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. Sulfides such as pyrite,
chalcopyrite, covellite, tennantite-tetrahedrite, enargite, galena and
sphalerite have also been detected by deep drilling in the unoxidized zone and
in some isolated cores included in the oxidized zone. 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 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. At Ladera, however, the upper portion of the
host pyroclastic sequence is strongly leached and practically barren, suggesting
secondary enrichment as the source of the high silver in the ore. The
mushroom-like part of the Ladera orebody is also broader and more lens-like than
the one at Coipa Norte.

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.

TVX's share of exploration expenditures totaled $0.7 million during 2002.
Kinross' share of the planned exploration spending for 2003 is $1.1 million.

DRILLING, SAMPLE AND ANALYSIS AND SECURITY OF SAMPLES

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. Reverse circulation
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 97,225 meters in 2,002 holes has been completed in
the La Coipa mining area. Most of the exploration drilling was completed with
reverse circulation holes. All exploration holes are surveyed by the mining
surveyors. These 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 at the mine complex. A geologist completes a written log for the hole
that includes geological 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.

Standards are inserted by the mine laboratory. Duplicate analyses are
done from time to time at independent labs, including pulp duplicates of
selected samples.

The lab carefully monitors MDO's performance in all aspects of sample
preparation and assaying for exploration activities, the mine, the plant and the
refinery. Analyses are performed at the mine laboratory, with some exploration
samples sent to an outside laboratory. The La Coipa lab performs numerous
control checks when the drill or blast hole samples are received for preparation
and analysis. The lab department uses a set of quality assurance and quality
control protocols to monitor its own performance.

MINERAL RESERVES AND RESOURCES ESTIMATES

The following table sets forth the estimated proven and probable reserves
for the La Coipa mine as at December 31, 2002, and 2001, and represents 100% of
the La Coipa deposits, in which Kinross holds a 50% interest:

2002 2001
-------------------------------------------------- --------------------------------------------------
GOLD SILVER GOLD SILVER
TONNES GRADE GRADE TONNES GRADE GRADE
------ ----- ----- ------ ----- -----
(MILLIONS) (GPT) (GPT) (MILLIONS) (GPT) (GPT)

Proven 28.1 1.15 58.3 34.3 1.14 57.5
Probable 7.5 1.05 47.4 7.4 1.43 54.5
--- ---- ---- --- ---- ----
Total 35.6 1.13 56.0 41.7 1.19 56.9
==== ==== ==== ==== ==== ====

2002 2001
------------------------------ ------------------------------
GOLD SILVER GOLD SILVER
CONTENT CONTENT CONTENT CONTENT
------- ------- ------- -------
(000'S OZ) (000'S OZ) (000'S OZ) (000'S OZ)

Proven 1,036 52,590 1,260 63,410
Probable 254 11,486 336 13,014
----- ------ --- ------
Total 1,290 64,076 1,596 76,424
===== ====== ===== ======

In addition to proven and probable reserves, as at December 31, 2002, the
La Coipa mine has an estimated 0.8 million tonnes of measured and indicated
resources at an average grade of 0.53 grams of gold per tonne. United States
investors are advised that the terms "measured resources" and "indicated
resources" are recognized by Canadian regulations but not by the United States
Securities and Exchange Commission. 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.

MINING AND PROCESSING

The La Coipa mine currently operates two conventional open pits: Coipa
Norte, and Brecha Norte. A third pit, Can-Can, is scheduled to commence in 2005.

The current pits are mined on 10 meter benches with the final highwall
developed in a double-bench configuration.

The decision was made during 1997 to develop the Chimberos high-grade
silver deposit and work commenced in the fourth quarter of 1997. Milling of the
Chimberos ore commenced in July, 1998 and was completed in August, 1999.
Following the completion of the milling of the Chimberos ore in August, 1999,
production came from the reserves at La Coipa. In 2001, production from the
Ladera-Farellon open pit ceased and mining activities focused on the Coipa Norte
open pit which is to provide the majority of mill feed until 2007.

In the milling process, ore is crushed, then ground in a circuit
incorporating a semi-autogenous mill with a pebble crusher and two ball mills. A
new crushing system installed in October, 1999 allows throughput of up to 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.

Process plant gold and silver recoveries are forecast at approximately
80% and 60%, respectively. This compares to actual average recovery of 82.8% for
gold and 63% for silver over the past three years.

Water and power supplies are critical infrastructure aspects of the La
Coipa mine. Water requirements for the 15,000 tonnes per day 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 built by MDO from the springs to the plant site. Power for
the 15,000 tonnes per day plant is supplied by the National Power grid from a
tie-in approximately 88 kilometers from La Coipa. MDO has built a substation at
Carrera Pinto which ties the line from the mine site into the grid.

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 Campamento Aquifer. A processing plant incident in
1995 resulted in mercury-contaminated tailings being discharged at the tailings
site. Mercury-contaminated water has been detected in the aquifer since that
time. The mercury concentration in the water is adversely affected but the low
aquifer flow rates, estimated at 10 liters per second to 15 liters per second,
reduce the rate of impact. This compares with 1,500 liters per second in the
aquifer that serves as the source of water for the mine.

As a remedial measure, MDO installed a fence of wells to intercept and
divert uncontaminated water through a pipeline around the problem area. Other
wells were also installed below the tailings area to collect contaminated water,
which was then pumped to the process plant for recycling. These measures were
not entirely successful, and so a water treatment plant was constructed further
downstream in 1999. The aquifer water is intercepted and passed through a resin
filter at the treatment plant where mercury is removed. It is not known how long
the plant, which is effective in removing mercury contamination, will have to
operate after mine closure.

Mine closure costs are estimated at $13.5 million. 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 revegetation or
resloping 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.

100

SUMMARY OF PRODUCTION AND FINANCIAL DATA

The following table summarizes certain gold and silver production and
operating data relating to the La Coipa mine for the three years ended December
31, 2002:

YEARS ENDED DECEMBER 31,
--------------------------------------------------
2002 2001 2000
---- ---- ----

SELECTED PRODUCTION AND OPERATING INFORMATION:

Total tonnes mined (000's) (100% basis)........................... 31,734.0 34,001.0 30,342.0
Total tonnes processed (000's) (100% basis)....................... 6,343.0 6,347.0 6,012.0
Gold grade (gpt)................................................ 1.1 0.7 0.8
Silver grade (gpt).............................................. 58.25 90.12 89.80
Average gold recovery (%)....................................... 84.7 82.4 83.4
Average silver recovery (%)..................................... 60.5 65.9 63.3
Production (ounces)
Gold(1)......................................................... 95,989 58,424 76,363
Silver(1)....................................................... 3,594,763 6,059,869 5,546,274
Gold equivalent(1).............................................. 149,284 155,915 174,706
Number of employees............................................... 446 442 434

SELECTED FINANCIAL INFORMATION (IN MILLIONS EXCEPT UNIT COSTS):

Revenue........................................................... $ 46.3 $ 41.4 $ 48.9
------------- ------------ ------------
Cost of sales 33.6 32.1 37.2
Depletion and depreciation........................................ 12.7 16.3 13.9
Mining property write-down -- 13.0 --
Interest expense.................................................. 0.2 0.3 0.4
Exploration....................................................... 0.7 0.3 0.8
Other............................................................. (0.5) 0.6 8.6
------------- ------------ ------------
46.7 62.6 60.9
------------- ------------ ------------
Loss before the undernoted........................................ (0.4) (21.2) (12.0)
Income taxes (recovery)........................................... 0.8 -- (1.3)
Minority interests and participation rights....................... (0.6) (10.6) (5.4)
------------- ------------ ------------
Net (loss)........................................................ $ (0.6) $ (10.6) $ (5.3)
============= ============ ============

OTHER FINANCIAL INFORMATION:

Capital expenditures (millions)................................... $ 0.8 $ 6.0 $ 6.1
Unit costs:
Cash cost per gold equivalent ounce............................. $ 226 $ 210 $ 211
Cash cost per tonne milled...................................... $ 11 $ 10 $ 12
Total production cost per gold equivalent ounce................. $ 312 $ 317 $ 290

-------------------------
(1) Gold, silver and gold equivalent production represents 50% of the
historic production at the La Coipa mine.

101

PRODUCTION FORECAST, LIFE OF MINE, AND CAPITAL EXPENDITURES

The proven and probable reserves are sufficient for six years of
production. The mine is scheduled to cease production in 2008 if additional
reserves are not found; however, there is significant potential for additional
reserves and resources near the present mine site.

Capital expenditures at the La Coipa mine in 2002 was $0.8 million
compared to $6.0 million during 2001.

[GRAPHIC DEPICTING LA COIPA MINE]

102

CRIXAS MINE

The Crixas mine is owned by Mineracao Serra Grande, S.A. ("MSG"), which
in turn is 50% owned by Newinco Comercio e Participacoes Limitada, a Brazilian
corporation wholly owned by Kinross, and 50% by Brazilian affiliates of
AngloGold. Kinross acquired the Crixas mine in its combination with TVX.

A report entitled "Independent Technical Report for Crixas Mine, Brazil"
dated April 2003 (the "Crixas Report") has been prepared for Kinross by Steffen,
Robertson and Kirsten (Canada) Inc. ("SRK Consulting") and authored by Dr. John
Arthur, Cgeol FGS, Ceng MIMM, consulting mining geologist, Ken S. Reipas, P.Eng,
principal mining engineer. The following summaries of the Crixas mine have been
prepared from the Crixas Report and, in some cases, are extracts from the Crixas
Report.

PROPERTY DESCRIPTION AND LOCATION

The Crixas mine is situated in central Goias State, Brazil, approximately
250 kilometers northwest of Goiania, the state capital, and three kilometers
from the town of Crixas. The Crixas mine constitutes two currently operating
underground gold mines accessed by decline, Mina III and Mina Nova; three
orebodies that have been accessed by underground development, Corpo SUL, Corpo
IV, and Corpo V; and two orebodies under evaluation, Forquilha and Palmeiras.
The maximum production capacity of the mining complex is 740,000 ore tonnes
treated per year, constrained by the single ball mill in the grinding circuit.

MSG has interests in mineral rights covering a total area of 15,488
hectares. These interests include two mining leases covering a combined area of
1,947 hectares, 15 exploration licenses over an area of 10,522 hectares and four
exploration applications awaiting renewal covering further areas totaling 3,019
hectares. Mining licenses are renewable annually and have no expiry date.
Generally, exploration licenses are valid for three years, extendable for
additional two years.

The Crixas mine is exposed to potential environmental liabilities related
to the tailings storage area; waste rock storage on surface; industrial plant
site; site water management; and mining lease MM2286/35 (area of historical
mining by local miners or Garimpeiros). Preventive measures have been taken to
limit any potential environmental liabilities.

With regards to the MM2286/35mining lease, there is an area where
currently, approximately 100 Garimpeiros, are conducting small scale mining
operations. This mining is illegal under Brazilian law, and has been ongoing for
many years. Mercury has been used to recover gold, and there is mercury
contamination in this area. These conditions existed when MSG purchased the
mining rights. MSG has prepared a thorough report documenting the existing
conditions in the area of the Garimpeiros. Current agreements state that MSG is
not responsible for the rehabilitation of the existing contamination. The cost
of rehabilitation has not been studied.

MSG's mining operation at Crixas is subject to a mining tax equal to 1%
of net sales and a tax on profit equal to the greater of: (a) 34% of actual
profit and (b) 3% of net sales. MSG is currently paying tax at a rate of 3% of
net sales from 2000 to 2004, when it will begin paying tax of 34% of profits.

ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY

Access to the area is by a paved road which links the town of Crixas and
the Belem-Brasilia highway 120 kilometers to the southeast. There is an airstrip
suitable for small aircraft outside the town of Crixas.

In the area of the Crixas mine, the topography is slightly undulated with
vegetation close to savannah type ("cerrado") with medium to small trees. The
elevation of the mine office is 385 meters.

The climate is characterized by two well defined seasons; the rainy
season with heavy precipitation and the dry season with low humidity values. The
rainy season is from October to March, with the remaining months hot

103

and dry. Annual rainfall is approximately 150 centimeters. Operations run year
round, with minimal disruptions due to weather.

Most of the labor force resides in houses located in Crixas, three
kilometers from the mine site. The mine employs a total of some 564 workers made
up of 445 direct employees and 119 contractors. Generally, the contracted
services include employee transportation (by road), housekeeping and meals,
backfill haulage, exploration and site security.

Domestic water for the mine is supplied from wells. These wells also
supply the small amount of process make up water that is required. Due to the
high amount of annual rainfall, water recycling practices, and system of water
holding tanks on surface and underground, very little make up water is needed
for the process plant or the underground mines. Electrical power is supplied to
the site by a 135 kilometers power line connected to the national grid.

The mine has established surface areas for tailings disposal, waste
disposal and for mineral processing. These are all sufficient to meet the future
needs as defined by the life of mine plan. In the case of the tailings storage,
the impoundment dam will be raised an additional five vertical meters.

HISTORY

In January 1991, TVX acquired all of the issued and outstanding shares of
two wholly-owned subsidiaries of Inco Limited ("Inco") which held certain gold
exploration, development and mining interests for an estimated 83 million shares
of TVX. This transaction included a 50% interest in Mineracao Serra Grande S.A.,
which owns the Crixas mine in Brazil.

Inco first began geological, geochemical and geophysical reconnaissance
work in the Crixas region in 1973. Detailed geological mapping and ground
magnetic surveys were completed and diamond drilling was conducted from 1973 to
1976. In 1976, Inco discovered gold mineralization below a group of excavations
known as the Mina III Old Workings and began concentrating its effort in that
area.

Subsequently, Inco decided to seek a partner to help fund further
exploration and development and, in April 1983, Kennecott Corporation signed an
option agreement to earn a 50% interest in the project. This agreement required
the submission of a feasibility study and the commitment to spend $21 million.
In 1986, Kennecott Corporation sold its participation in the project to an
affiliate of Anglo American, which continued underground development and
exploration and completed a bankable feasibility study in 1987.

On October 16, 1987, the decision was made to proceed with the
development of a mine and associated processing facilities having an annual
throughput of 400,000 tonnes at a total capital cost of $73 million. Mining
started in 1987 with ore being stockpiled on the surface. Development was
largely completed by the end of 1989, enabling successful testing of the
metallurgical circuit to take place through the fourth quarter of 1989. Initial
dore bullion associated with this testing was poured on November 14, 1989.
Initial gold sales from the project occurred in January 1990.

In 1995, the annual site throughput was increased from 450,000 to 485,000
tonnes. The maximum annual throughput has subsequently been increased to 740,000
tonnes by feeding finer material to the ball mill.

GEOLOGY AND MINERALIZATION

The Crixas property is situated in the Crixas greenstone belt in the
State of Goias in central Brazil and forms part of a well-preserved tract of
Archean terrain which is composed of three slightly arcuate strips or belts of
volcano-sedimentary rocks trending in an approximately north-south direction. It
is intruded by granitic rocks and, in places, is partially covered by the Middle
Proterozoic Araxa Group.

The Mina III gold deposit occurs within folded metavolcanic and
metasedimentary rocks of the Ribeirao das Antas Formation of Archean age. These
rocks are well foliated, upper greenschist facies consisting largely of

104

chlorite, biotite, graphite, carbonate and feldspar plus minor chloritoid and
garnet. Although uniformly foliated, the schists do not commonly exhibit joints
or shears.

The Mina III deposit is a stratabound deposit. Mineralization occurs
within three stratagraphic horizons referred to as the Upper, Intermediate and
Lower Ore Zones. The ore grade portions of the three horizons are markedly
elongated in a west-northwest direction and are stacked vertically above one
another. About 60 meters of barren rock separate each ore zone from the next
overlying zone.

The Upper Zone ore is geologically complex and includes massive sulphide
ore, chloritoid-garnet ore with lesser amounts of arsenopyrite, pyrrhotite and
magnetite and sericite ore, a quartz-sericite schist with minor disseminated
arsenopyrite and pyrrhotite. The Intermediate Zone ore is very similar to the
Upper Zone and is sandwiched within a dolomite unit. This zone is less
continuous than the other zones. The Lower Zone ore is associated with a very
persistent metachert horizon which has been traced by drilling for 1,800 meters
down plunge. Gold mineralization occurs within the metachert, at the footwall of
the chert and in the foot and hangingwall of the graphite schists.

The Mina Nova orebody lies two kilometers north of Mina III and occurs as
a series of elongate tabular bodies, horizontal in the east and dipping in the
west. Mineralization occurs as disseminated sulphides, predominantly Pyrrhotite,
hosted in graphitic schist. Abundant quartz mineralization occurs at the base of
the mineralized sequences. The hangingwall is well defined and marked by a sharp
increase in the percentage of arsenopyrite present. The basal quartz
mineralization carries fine grained free gold and during the mining process this
unit is preferentially mined as dilution over the hangingwall. Minor quartz
carbonate veining occurs with pyrrhotite and indicates areas of elevated grade.

EXPLORATION

TVX's share of exploration expenditures totaled $0.5 million during 2002.
Kinross' share of the planned exploration spending for 2003 is $0.4 million.

DRILLING, SAMPLE AND ANALYSIS AND SECURITY OF SAMPLES

The sampling methodology at Crixas is dependent on the particular orebody
being investigated and has a direct influence on the classification category
applied to the resources and reserves. There are three primary sources of
information, surface and underground diamond drilling and underground chip
sampling.

The surface drilling is used, primarily, for exploration and delineation
of the orebody at depth. Underground drilling is used for improving confidence
in the location and form of the orebody and for definition of inferred and
indicated resources. The chip sampling is used, along with the drilling results,
for calculation of grade of the measured and indicated resources and for
locating the hangingwall and footwall contacts for mining.

Surface drilling is carried out by conventional diamond core drilling
using NQ and BQ barrels. Drill samples are taken at 1 meter intervals with a 20%
variance in sample length to take account of significant geological contacts.
The average recovery is noted as being quite high in excess of 95%. Given the
competency of the rock and the general ground conditions it is unlikely that
there would be significant core loss when drilling in the vicinity of the
orebody.

Surface drilling is carried out at 25 to 50 meters spaced intervals along
drill lines spaced approximately 100 meters apart. Drilling is generally carried
out with orientations to the east-southeast in order to provide the best
intersection with the orebodies. Downhole surveys are carried out at 15 meters
intervals using Sperry Sun and Tropari instruments. All core is sawn in half
with one half provided for assay and the remaining half retained for data
verification work.

AX core is obtained from underground drilling and is used for sampling of
indicated panels in order to bring them into the measured category. As with the
surface drilling, the sampling is carried out at one-meter

105

intervals. The whole core sample is crushed for sampling owing to the small
diameter of the AX core and therefore detailed geological logging is necessary
prior to crushing.

At the Upper Zone in Mina III, the drilling is carried out in a 360
degree fan pattern in order to define the lateral extent of the discontinuous
lenticular sulphide orebodies. Drill sections are spaced at 15 to 20 meter
intervals along development drives. The mineralization in the Lower Zone tends
to be more continuous and drilling is carried out on drill lines 30 meters
apart. Drilling is carried out from development drives parallel to the plunge
direction.

The majority of the underground sampling is carried out using what is
referred to as channel sampling. The method would more accurately be described
as chip sampling. Chip samples are collected on two-meter intervals along
development drives and in raises developed through the orebody between levels.
Samples are collected in one-meter intervals starting approximately one-meter in
the footwall. The footwall can generally be defined visually in the drives and
stopes and the quartz orebodies, in particular, are easily identifiable. The
sampling is carried out along the circumference of the drive outline after the
rock face has been washed down and the sample line located by the survey.

Sampling occurs across the dip of the orebody and, where the full
thickness of the orebody is not exposed, short diamond holes are drilled
horizontally into the hangingwall and/or footwall to provide a full
intersection.

All sample preparation and analysis is carried out at the laboratory
facilities situated at the Crixas mine. The laboratory at Crixas is responsible
for analysis of all samples originating from the metallurgical plant, tailings
and underground sampling (drilling and channel samples). Exploration samples are
analyzed by an independent laboratory. Samples from the various sources are kept
separate and analyzed in separate batches and, in some cases, dedicated
equipment is reserved for particular sample types. Quality checks are carried
out internally and externally at other laboratories in Brazil.

MINERAL RESERVE AND RESOURCE ESTIMATES

The following table sets forth the estimated proven and probable reserves
for the Crixas mine as at December 31, 2002, and 2001, and represents 100% of
the Crixas deposits, in which Kinross holds a 50% interest:

Proven 2,784 7.66 686 2,300 7.27 540
Probable 1,052 8.04 272 1,900 7.41 458
----- ---- --- ----- ---- ---
Total 3,836 7.76 958 4,200 7.33 998
===== ==== === ===== ==== ===

The Crixas mine has no measured and indicated resources as of December
31, 2002.

MINING AND PROCESSING

The Crixas mine is an underground operation accessed from surface by
means of a decline ramp. The mining methods used are primarily mechanized
cut-and-fill and room-and-pillar with some slusher mucking. Ore is transported
to surface by 25 tonne trucks. The life of mine plan is based on a combined
production rate of 735,000 tonnes per year. For 2003, Mina III will contribute
456,000 tonnes (63%) and Mina Nova 270,000 tonnes (37%). Both mines operate 24
hours per day, 7 days per week, with a total of 341 operating days scheduled per
year. At the Mina III deposit, the overall mining sequence has been from the
top, downward. The main ramp has been advanced down to 550 meters level, while
levels 350 to 450 meters represent the current mining horizon.

106

Towards the end of 2001, a mechanized cut and fill stope trial was
initiated on the lower quartz-rich vein currently being exploited by manual room
and pillar methods. If successful, this method should result in increased
productivity. To date, tests are showing encouraging results.

The ore is processed at an on-site mill which had an initial 365,000
tonnes per annum capacity. Following the completion in 1992 of an incremental
expansion at a cost of $2.8 million, the rated annual capacity increased to
450,000 tonnes. A further increase in plant throughput to a rated annual
capacity of 485,000 tonnes occurred in 1995. The mill operates 362 days per year
and uses the Merrill-Crowe zinc precipitation process to recover gold. In 1996,
an additional expansion to the plant occurred which increased capacity to
540,000 tonnes per year which was subsequently increased. In 2000, the
underground mines operated at 365 days which allowed annual throughput to reach
725,000 tonnes. A gravimetric circuit installed in September 2001, continued to
recover about 40% of the total gold production, reducing the inventory.

Mill tailings are deposited in a tailings area located in a natural
valley approximately two kilometers from the plant. A second dam, located down
the valley, acts as an overflow catchment area during periods of high rainfall.
Decanted solutions from the tailings area are recirculated as mill process
makeup water.

At the Mina III deposit, mine dewatering requirements average 80 cubic
meters per hour, increasing to 170 cubic meters per hour during backfilling. The
main sump on the 150 meter level is equipped with three 112 kilowatt slurry
pumps in series, capable of a total of 220 cubic meters per hour. Each main
level has a sump and 93 kilowatt slurry pump to deliver water to the main sump.
The main sump delivers water to one of the thickeners in the mill, used to
clarify the water. Water from the thickener is recycled to the mine.

The Mina Nova is a relatively shallow mine, and there is a river flowing
over it (Rio Vermelho). For this reason the geomechanical design of the mine is
being carefully engineered and monitored. No instability has been detected.
Hydrogeologic studies have been undertaken at Mina III and Mina Nova to
characterize the permeability of the rock. The hydraulic transmissibility is
very low due to the presence of schist type rocks.

In Brazil, electricity is predominantly (90%) sourced from hydro-electric
power. Low rainfalls in recent years caused serious energy shortfalls. In
response to this shortfall, all electricity users (both domestic and industrial)
had been ordered, as from June 1, 2000, to reduce electricity draw-down from the
grid by 20%. The Crixas mine secured alternative electricity supplies from
rented generators and buying power on the market. All restrictions were lifted
in the first quarter of 2002.

MSG sells the refined gold from the Crixas mine at spot prices and
provides a dividend to Kinross.

MSG has an up to date closure plan including a closure cost estimate. In
July 2000, MSG prepared a reclamation cost estimate for CONAMA (Conselho
Nacional de Meio Ambiente), the Brazilian National Government Environmental
Institution. At that time, the cost estimate was $8.2 million, less $1.9 million
residual value, for a net closure cost of $6.3 million.

The reclamation cost estimate has since been updated in November 2002 to
a revised cost of $3.95 million. The reduction in the estimate is mainly due to
the devaluation of the Brazilian Real. Currently in Brazil there are no laws
requiring the posting of a reclamation bond.

107

SUMMARY OF PRODUCTION AND FINANCIAL DATA

The following table summarizes certain gold and silver production and
operating data relating to the Crixas mine for the three years ended December
31, 2002:

YEARS ENDED DECEMBER 31
-----------------------------------------------
2002 2001 2000
---- ---- ----

SELECTED PRODUCTION AND OPERATING INFORMATION:

Total tonnes mined (000's) (100% basis)........................... 743.0 740.3 736.0
Total tonnes milled (000's) (100% basis).......................... 743.0 740.3 736.0
Gold grade (gpt).................................................. 8.2 8.5 8.5
Average gold recovery rate (%).................................... 95.6 95.3 95.4
Production (ounces)(1)............................................ 93,660 96,157 96,413
Number of employees............................................... 445 451 434

SELECTED FINANCIAL INFORMATION (IN MILLIONS EXCEPT UNIT COSTS):

Revenue........................................................... $ 30.0 $ 26.7 $ 26.8
---------- --------- ---------
Cost of sales..................................................... 8.4 10.7 10.6
Depletion and depreciation........................................ 4.8 5.0 4.9
Interest expense.................................................. 0.2 0.5 1.1
Exploration....................................................... 0.5 0.3 0.6
Other............................................................. -- (0.2) (0.5)
---------- --------- ---------
13.9 16.3 16.7
---------- --------- ---------
Earnings before the undernoted.................................... 16.1 10.4 10.1
Income taxes...................................................... 1.5 1.4 2.5
Minority interests and participation rights....................... 7.3 4.5 3.8
---------- --------- ---------
Net earnings...................................................... $ 7.3 $ 4.5 $ 3.8
========== ========= =========

OTHER FINANCIAL INFORMATION:

Capital expenditures (millions)................................... $ 1.8 $ 3.3 $ 2.9
Unit costs:
Cash cost per gold ounce........................................ $ 88 $ 110 $ 112
Cash cost per tonne milled........................................ $ 23 $ 29 $ 29
Total production cost per gold ounce.............................. $ 137 $ 161 $ 164

-------------------------

(1) Gold equivalent production represents 50% of the historic production at
the Crixas mine.

PRODUCTION FORECAST, LIFE OF MINE, AND CAPITAL EXPENDITURES

The life of mine plan based on proven and probable mineral reserves
indicates a remaining mine life of five years with production ceasing in 2007.

Kinross' share of capital expenditures at the Crixas mine in 2002 was
$1.8 million compared to $3.3 million during 2001.

108

[GRAPHIC DEPICTING CRIXAS MINE]

109

BRASILIA MINE

The Brasilia mine is held by Rio Paracatu Mineracao S.A. ("RPM"), which
is 49% owned by Kinross and 51% owned by a subsidiary of Rio Tinto. Kinross
acquired its interest in the Brasilia mine in its combination with TVX.

A report entitled "Independent Technical Report for Morro do Ouro Mine,
Brazil" dated April 2003 (the "Morro do Ouro Report") has been prepared for
Kinross by SRK Consulting and authored by Dr. John Arthur, Cgeol FGS, Ceng MIMM,
senior geologist, and Ken S. Reipas, P.Eng, principal mining engineer. The
following summaries of the Morro do Ouro mine have been prepared from the Morro
do Ouro Report and, in some cases, are extracts from the Morro do Ouro Report.

PROPERTY DESCRIPTION AND LOCATION

The large scale open pit mine is located less than two kilometers north
of Paracatu City, situated in the northwest part of Minas Gerais State, 230
kilometers from Brasilia, the capital of Brazil, on the paved highway connecting
Brasilia with Belo Horizonte, the state capital of Minas Gerais.

The mine site is comprised of an open pit mine, a mineral processing
plant, tailings storage facilities and related surface infrastructure, currently
operating at approximately 20 million tonnes per year. No waste stripping is
required, nor is drilling and blasting employed in the mine, as the weathered
ore is ripped by bulldozers prior to excavation. 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.

RPM holds two mining licenses covering the area (approximately 1,253
hectares) of the open pit mine. RPM also holds two exploration permits in the
immediate mine area know as "Alvara de Pesquisa." Generally, these permits are
valid for three years, extendable for an additional two years.

RPM must pay a third party royalty of 0.33% of net sales to a landholder.

The Morro do Ouro 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's mining operations at Paracatu are subject to a mining tax equal to
1% of net sales and a tax on profit equal to the greater of: (a) 34% of actual
profit; and (b) 3% of net sales.

ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY

Access to the Brasilia mine is by paved road, as the mine is located next
to the city of Paracatu, which lies on the main highway between Rio de Janeiro
and Brasilia, the national capital. There is also an airstrip suitable for small
aircraft in the city of Paracatu.

The local terrain is dominated by low rolling hills, largely cleared, and
supporting mixed agriculture of dairy and beef cattle farming and intensive
irrigated cropping, primarily soya beans.

The average rainfall varies between 1,800 and 2,000 millimeters per year
occurring in a distinct wet season between October and March.

Most of the labor force resides in Paracatu.

110

Domestic water for the mine is obtained from the city of Paracatu,
delivered by truck. Process water is recycled from the tailings pond. Some make
up water is drawn from two rivers during the rainy season, as needed, to ensure
that the water level in the tailings pond is sufficient for the dry part of the
year. These are the Sao Domingos and Sao Pedro rivers. The mine also has access
to artesian wells as an emergency water supply.

The mine is connected to the national power grid, which relies mainly on
hydroelectric generation. Electricity is supplied in a free market with
consumers able to select their supplier of choice. RPM obtains electricity from
Centrais Electricias Minas Gerias. 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.

HISTORY

Paracatu history is intimately linked to the Portuguese bandeirantes
expeditions prospecting for gold in the interior of Brazil. They arrived in the
region in 1722 after the discovery of gold alluvial placers. The extractive
activity had its peak during the second half of the 18th century, when not only
the alluvial placers where mined but also the oxidized ore outcropping on the
top of Morro do Ouro hill (or "Hill of Gold"), at the time called Morro da Cruz
das Almas; also in this period there were mining activities on the alluvial
terraces along Rico river. With the gold occurrences becoming lean, production
declined sharply during the first decade of the 19th century. From this period
only "garimpagem" was practiced by Paracatu inhabitants only for their
subsistence. Various prospectors studied the region but did not turn the
extraction economically viable due to the low grade of gold in the ore.

Beginning in 1970, Paracatu attracted some attention from the mineral
exploration companies that were interested mainly in Lead and Zinc. The interest
in the gold of Morro do Ouro was secondary, as the majority of the companies
were not attracted by the gold grade, which was considered to be uneconomic.

In 1980, Rio Tinto Zinc (currently Rio Tinto plc.) that operated in
Brazil under the name of Riofinex do Brasil, joined with Billiton in a
partnership. Billiton owned the Morro do Ouro area but had no interest in
investing in the area. In 1984 Billiton sold the balance of its shares to
Riofinex, and Riofinex became the sole controller of the prospective area. At
the end of 1984, based on the data from hundreds of deep shafts (up to a 25
meter depth) and 44 drill holes, a reserve of 97.5 million tonnes at 0.587 grams
per tonne of gold was estimated. This estimate only included the superficial
oxidized ore, currently categorized as type CT. In spite of the low gold grade
of the ore, the geologists responsible for exploration (namely, Antonio Zini and
Rubes Forlin) believed that these exploration results could generate a
profitable business, and in 1985 this was confirmed by financial viability
studies. Total investment up to that time was $7.3 million including ground
acquisition costs, exploration costs, and the cost of feasibility studies.

The holding company approved the initiation of a mining project at a
capital cost of approximately $65 million, on the condition that a Brazilian
partner could be secured for the venture. At the end of 1985, RTZ Mineracao (now
Rio Tinto Brasil), arranged with Autram Mineracao e Participacoes S.A. (now TVX
Participacoes S.A.) to joint venture the project through a new company, RPM,
with Rio Tinto Brasil having a 51% interest and TVX Participacoes S.A. a 49%
interest.

The mine began production in October, 1987, treating oxidized ore. The
first bar of gold was produced in December, 1987. Ore milled in the following
year was 6.1 million tonnes averaging 0.652 grams per tonne of gold. In 1993 the
milling rate reached 13 million tonnes per year. Mill throughput in 2000 was
19.7 million tonnes averaging 0.467 grams per tonne of gold.

Until 1997 the mill was fed exclusively with oxide ore. Since 1998
primary sulphide mineralization has also been fed to the mill, without any drop
in grade, though that has required a series of investments in the beneficiation
and metallurgical circuits.

111

EXPLORATION

TVX did not incur any exploration expenditures in 2002 and 2001 nor were
any planned for 2003.

GEOLOGY AND MINERALIZATION

The host rock comprising the Morro do Ouro deposit lies within a
sandstone-shale succession known as the Paracatu Formation. These rocks are part
of the central Brazilian shield, are Proterozoic in age and form part of a
marine sequence containing carbonates, shales, and sandstone.

The portion of the Paracatu Formation of economic interest is a very well
laminated, dark grey phyllite with thin lenses of carbonate and lenses or single
crystals of sulphides, and contains a thin but persistent band of quartzite and
other thinner and less consistent sandstone horizons. Quartz is present as
variably-sized occurrences up to 0.5 meters in size, called boudins. Gold is
present as the native metal, alloyed with minor amounts of silver, and tends to
occur around the quartz boudins particularly where the boudins are marked by
layers of iron carbonates and/or pyrrhotite. The weathered 40 meter thick
phyllite package was the object of the mining plan to the end of 1997 and has
been subdivided from top to bottom into ore types C, T, B1 and B2. Underlying
the B1 ore the mineralization extends for approximately 30 meters more, hosted
in a layer of partially weathered phyllite with visible sulphide (total sulphur
exceeds one per cent) and high graphitic content. The grade of this lower
phyllite layer, known as type B2 ore, is similar to the remainder of the
orebody.

The mineralization appears to be cut off to the north by a major normal
fault which trends east-northeast. The offset and true morphology of this fault
are not clearly understood but it is used as a hard boundary for the resource
estimation and it is assumed that the upthrow is to the north which would
indicate that the orebody on the north of the fault has been eroded. The western
boundary of the mineralization is also currently defined by a fault. Once again
the morphology of this fault is poorly understood and it is assumed that
downthrow occurs to the west. The western boundary fault strikes to the
north-northwest and is believed to follow a linear topographic low feature to
the west of the river valley, which forms the limit of the current mining
operation.

DRILLING, SAMPLE AND ANALYSIS AND SECURITY OF SAMPLES

In the 1970's the area was prospected extensively for lead and zinc and
in 1984 Rio Tinto took over the Billiton share of the exploration license over
the Morro do Ouro area. By the end of 1984 a reserve had been delineated based
on 44 drill holes and 458 surface pits (25 meter maximum depth). This reserve
was stated to be 97.5 million tonnes at 0.59 grams per tonne of gold and was
exclusively composed of C and T type ore.

Various drilling and pitting campaigns have been carried out over the
years on a grid spacing of between 50 meters and 400 meters. To date, the total
sampling consists of 1,129 drill holes 31,473 meters of drilling and 29,767
one-meter samples. In 1989 a reverse circulation (RC) drill campaign was carried
out with 67 holes drilled on a 400 meter by 200 meter grid. The results of this
drilling exhibited a 25-30% drop in grade when compared to the diamond core
drilling campaigns. However, the data from these reverse circulation rotary
holes is currently retained in the drillhole database and is used for the
resource calculations. Until 1993 drilling was restricted to the oxide capping,
but since 1993 drilling has been extended into the fresh sulphide material of
the B2 horizon. The orebody is now effectively covered with a 100 meter grid of
drillholes. Definition of fault boundaries has led to a better understanding of
the boundaries of the deposit and future drilling is planned to deepen existing
holes rather than drill any new areas around the periphery of the orebody.
Currently, some 50% of the drilling does not intersect the full thickness of the
orebody. The plan does not call for any drilling during 2003 but after this it
is planned to drill some 2,000 meters a year and it is estimated that at least
13,000 meters of additional drilling are required to complete all holes in the
orebody footwall.

The current understanding is that the orebody boundaries are defined
laterally. The exception to this is in the west of the deposit on the western
side of the Corrego Rico river valley where a series of deep drillholes are
planned to test the down dip extension of the orebody. It is believed that the
orebody may be up to 160 meters deep in this area. The river currently forms the
western boundary of the mining operation.

112

Since the initial exploration campaign, virtually all sampling has been
carried out by diamond drilling. The majority of this has been through core
drilling with only a restricted reverse circulation rotary campaign in 1989.
Prior to 1999 all holes were drilled with a 51 x 6 inch diameter barrel.
However, since 1999 the core size has been reduced to 3 inches.

Core recovery is reported to be high with a consistent recovery of
greater than 95%. Prior to crushing, the core is photographed and logged.

Density measurements have been collected from the deposit at various
times from feasibility through to current production.

During evaluation drilling, samples of core are taken from one-meter
intervals, weighed and SG is determined using the water displacement method.

Assaying is carried out on 50 gram aliquots. A total of six separate
assays for gold are carried out from each 1 meter sample pulp. A sulphur assay
value is calculated for each sample. Additional elements assayed are arsenic,
copper, lead, zinc, manganese, cadmium and silver. The last two elements are not
assayed as a matter of course.

Interlaboratory check assay exercises are carried out between the RPM
internal laboratory and the laboratory at Lakefield Research in Canada.
Additional check assay work is carried out at the Phalabwora mine laboratory in
South Africa. For these checks the coarse reject is sent to the external
facilities to allow preparation of an independently produced pulp.

MINERAL RESERVE AND RESOURCE ESTIMATES

The following table sets forth the estimated proven and probable reserves
for the Brasilia mine as at December 31, 2002, and 2001, and represents 100% of
the Morro do Ouro deposit, in which Kinross holds a 49% interest:

Proven 319.3 0.43 4,414 320.7 0.43 4,413
Probable 49.8 0.43 688 49.1 0.43 671
---- ---- --- ---- ---- ---
Total 369.1 0.43 5,102 369.8 0.43 5,084
===== ==== ===== ===== ==== =====

In addition to proven and probable reserves, as at December 31, 2002, the
Brasilia mine has an estimated 172 million tonnes of measured and indicated
resources at an average grade of 0.39 grams of gold per tonne. United States
investors are advised that the terms "measured resources" and "indicated
resources" are recognized by Canadian regulations but not by the United States
Securities and Exchange Commission. 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.

113

MINING AND MILLING OPERATIONS

The Brasilia mine is a high tonnage low-grade open pit operation. The
mine is unusual in that the entire pit is either free dug or utilizes ripping
and dozing with no drilling and blasting. Weathering has led to the development
of an oxidized mantle over the sulphide mineralization with thickness varying
from 20 to 40 meters. The economic viability of this low-grade orebody has been
partly derived from the soft rock and free gold in the weathered mantle. Also,
the mine is situated on a gently sloping hillside and there are no waste
stripping requirements.

The ore, which is mined from surface and requires no drilling or
stripping, and minimal blasting, is loaded by front-end loaders into 85 and 100
tonne trucks which transport the ore to the crushers. Exploration started in
1999 to evaluate extensions of the orebody both laterally and at depth. The mill
and mine operate 24 hours per day, 7 days per week. The nominal plant throughput
is 1.6 million tonnes per month. 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.

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
Zinc.

The processing plant, subjected to several upgrades over the mine life,
currently processes 20 million tonnes per year. In 2001, a new grinding control
system was installed which should optimize plant operation and recoveries.
Significant repairs were required to all mills in 2001 due to the development of
extensive cracks in welds directly associated with the processing of harder ore.

Since start up, the mined grade has declined, but has stabilized since
the late-1990s near 0.43 grams per tonne of gold that is essentially reserve
grade. Despite the downward trend in grade, gold production has increased. This
is due to the fact that site production has significantly increased, more than
offsetting the reduction in head grade. Also, the total metallurgical gold
recovery achieved each year has remained relatively steady, despite the decrease
in head grade.

Rio Tinto Brasil sells the gold from the Brasilia mine at spot prices.

As at August 2000, the closure cost estimate was $32 million (excludes
any credits for salvage value). The mine currently has many years of life
remaining, and the estimated cost will very likely be affected by variances in
the exchange rate.

Currently in Brazil there are no laws requiring the posting of a
reclamation bond. RPM is making an annual financial provision for closure costs.

There is a plan to mine oxide ore only during the last year of
production. This will provide a cover for the main tailings pond, which will
then be drained. The closure plan involves placing a 1-meter thickness of cover
materials on the final pit floor, the top 0.8 of a meter being soil material.

114

SUMMARY OF PRODUCTION AND FINANCIAL DATA

The following table summarizes certain gold production and operating data
relating to the Brasilia mine for the three years December 31, 2002:

YEARS ENDED DECEMBER 31,
------------------------------------------------
2002 2001 2000
---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION:

Total tonnes mined (000's) (100% basis) ................................... 18,400 16,500 19,700
Total tonnes milled (000's) (100% basis) .................................. 18,400 16,500 19,700
Gold grade (gpt)........................................................... 0.48 0.45 0.47
Average gold recovery rate (%)............................................. 79.0 78.3 75.8
Production (ounces)(1)..................................................... 110,035 91,588 112,104
Number of employees ....................................................... 571 512 512

SELECTED FINANCIAL INFORMATION (IN MILLIONS EXCEPT UNIT COSTS):

Revenue................................................................... $ 33.5 $ 25.4 $ 30.4
-------- ---------- --------
Cost of sales............................................................. 18.1 17.9 19.4
Depletion and depreciation................................................ 5.5 5.1 8.1
Interest expense.......................................................... 0.1 0.6 0.5
Other..................................................................... 2.4 0.6 (4.1)
-------- ---------- --------
26.1 24.2 23.9
-------- ---------- --------
Earnings before the undernoted............................................ 7.4 1.2 6.5
Income taxes (recovery)................................................... 0.8 (0.2) 0.3
Minority interests and participation rights............................... 3.3 0.7 3.1
-------- ---------- --------
Net earnings.............................................................. $ 3.3 $ 0.7 $ 3.1
======== ========== ========

OTHER FINANCIAL INFORMATION:

Capital expenditures (millions)........................................... $ 2.7 $ 2.0 $ 2.2
Unit costs:
Cash cost per gold ounce................................................ $ 167 $ 191 $ 179
Cash cost per tonne milled.............................................. $ 2.01 $ 2.22 $ 2.01
Total production cost per gold ounce.................................... $ 217 $ 246 $ 254

-------------------------
(1) Gold equivalent production represents 49% of the historic production at
the Brasilia mine.

115

PRODUCTION FORECAST, LIFE OF MINE, AND CAPITAL EXPENDITURES

The Brasilia mine currently has a nominal capacity of about 20 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. Under this scenario, the
current reserves will be exhausted by 2022.

RPM is in the process of studying a major expansion project that would
potentially increase the future capacity to approximately 30 million tonnes per
year. If the expansion were implemented, the current reserves would be exhausted
by year 2016.

Capital expenditures at the Brasilia mine in 2002 were $2.7 million
compared to $2.0 million during 2001.

[GRAPHIC DEPICTING BRASILIA MINE]

116

MUSSELWHITE MINE

The Musselwhite property is operated as an unincorporated joint venture
between Placer Canada (68.07%) and Kinross (31.93%). Each party is responsible
for funding the expenses incurred in any work program in proportion to its
participating interest in the joint venture. Placer Canada is designated as the
operator of the joint venture, and thus is responsible for preparing work
programs and carrying out and supervising all work to be performed under each
work program. The management committee is comprised of four members of whom two
are the nominees of Kinross. Decisions of the management committee require the
approval of nominees representing at least a majority interest in the joint
venture. Kinross acquired its interest in the Musselwhite Mine in its
combination with TVX.

A report entitled "Independent Technical Report, Review of Musselwhite
Mine Operations, Ontario" dated April 4, 2003 (the "Musselwhite Report"), has
been prepared for Kinross by AMEC and authored by Steven Blower, P.Geo., and
John Kiernan, P.Eng. The following summaries of the Musselwhite mine have been
prepared from the Musselwhite Report and, in some cases, are extracts from the
Musselwhite Report.

PROPERTY DESCRIPTION AND LOCATION

The Musselwhite property is located in the Patricia Mining District of
northwestern Ontario. The mine lies in the Opapimiskan Lake area, approximately
76 kilometers southeast of the First Nations community of Round Lake (Weagamow),
130 kilometers north of the town of Pickle Lake, Ontario and 430 kilometers
northwest of Thunder Bay, Ontario. The property consists of a total of 617
claims. There is a core holding of 338 leased mining claims; except for 96
claims, for which only mining rights are held, the joint venture holds mining
and surface rights for all claims. Surrounding this core holding are 279
contiguous unpatented mining claims. The core holding and unpatented claims
together span approximately 5,444 and 12,104 hectares, respectively, for a total
of 17,548 hectares. The claims have expiration dates ranging from January 28,
2004, to June 12, 2012.

The mine has recently renewed an impact benefit agreement with local
First Nations groups. In the new agreement, restrictions on daily mill
throughput have been removed, and revenue sharing provisions have been
incorporated to help direct some of the mine's economic benefits directly into
local communities.

As an unincorporated joint venture, the mine does not pay income taxes
directly, and Kinross and Placer Canada must pay taxes on a corporate level
based on their prorated shares of revenue. In Ontario, profits are taxed at the
federal and provincial levels. Federal taxes are levied on each partner's share
of the mine operations taxable income, which is net of direct operating
expenses, appropriate share of depreciation of capital and resource allowances,
and deductions for exploration and pre-production development. The net federal
tax rate is currently 29.12%. Ontario uses the federal taxable income, with some
minor adjustments to deductions and allowances, and taxes this at rate of 11%.
In addition, Ontario levies a small capital tax on the paid-up capital of the
mine above $5 million. Ontario also levies a mining tax after deductions,
including processing allowances, at a 2002 rate of about 14%; this is scheduled
to reduce to 10% by 2004.

ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY

Access to the property is by a 45 kilometer road from Provincial Highway
808 or by air from Pickle Lake.

The topography of the project area is relatively flat, with granite
intrusions associated with regional highlands. Local relief, which ranges from 5
meters to 45 meters, can be attributed to glacial deposits in the form of
moraines, eskers and drumlins. Extensive, low-lying swampy areas surround
streams, ponds, and lakes on the property. The elevation of Opapimiskan Lake is
about 300 meters. The Opapimiskan Lake area lies within the northern coniferous
section of the boreal forest. A forest fire destroyed most of the area south of
Opapimiskan Lake in 1979. Vegetation is slowly returning but currently has no
economic value.

The nearest permanent weather monitoring station is located in Pickle
Lake. Weather statistics for the period from 1951 to 1980 indicate a mean daily
temperature of -0.9 degrees Celsius. Temperatures range between a

117

maximum of 40 degrees Celsius and a minimum of -51 degrees Celsius. The mean
annual rainfall is recorded at 50.9 centimeters and the mean annual snowfall is
266 centimeters.

Five First Nations and two non-First Nation communities, consisting of a
total of about 3,000 inhabitants, live within the vicinity of the Musselwhite
project.

The major infrastructure consists of the airstrip, bunkhouses, mill
buildings, a tailings pond, a portal and conveyor adits and various pump
stations. Mining and milling are carried out at approximately 1.2 million tonnes
of ore per year. The mine is a fly in, fly out operation and power is provided
by a transmission line connected to the provincial power grid at Pickle Lake.

HISTORY

In 1962, two Ontario prospectors, Harold and Allan Musselwhite,
discovered a gold-bearing quartz vein on the north shore of Lake Opapimiskan and
in 1973, they obtained sufficient financing to carry out exploration on a
relatively small scale. Exploration continued until 1980, during which time
several small zones of gold mineralization were discovered.

In 1980, a major drilling program resulted in the discovery of the West
Anticline Zone (1 million tonnes averaging 7.5 grams of gold per tonne) and the
Camp Zone (400,000 tonnes at 6.9 grams per tonne). Underground exploration of
the West Anticline Zone was carried out from an adit in 1984 but structural
complexities affected the calculated resource grade and activity moved elsewhere
on the property. The East Bay Zones (formerly Snoppy Pond Zones) were found in
1985.

In 1988 and 1989, a $17 million underground exploration program and a
feasibility study were carried out. Mine construction was postponed due to the
high cost of power and infrastructure.

By the end of 1992, 12 zones of gold mineralization had been identified.
The main Musselwhite deposit is a long narrow band that starts near the surface
of Snoppy Pond, then plunges northwest to about 200 meters below surface at the
edge of Lake Opapimiskan, reaching about 400 meters below surface under the
lake.

The 1993 work program focused on a new exploration strategy which was to
improve the tonnage rather than the grade of material, thereby creating a much
larger inventory of contained gold. In early 1993, this inventory amounted to
1.3 million ounces of gold.

In 1993, diamond drilling, including barge drilling, and geological
compilations were carried out. As a result of this exploration work, TVX and
Placer Canada agreed to accelerate the underground exploration program for the
Musselwhite project and to increase the 1994 expenditure from CDN $12 million to
CDN $21.8 million. This increased expenditure was designed to complete
exploration and to advance the project to the feasibility stage.

The 1994 work program included infill surface drilling, dewatering the
underground workings, driving an access ramp to the T-Antiform Zone and
underground diamond drilling. Drifts and raises were positioned along the
mineralized zones to gather detailed geological and engineering information.
Construction of the ramp and related underground work were completed to enable
the detailed drilling and sampling necessary to upgrade the measured and
indicated resource estimate.

Total costs for the 1995 program were approximately $15 million and
included the construction of a 45-kilometer all-weather road to the property and
a feasibility study which was completed in the first quarter of 1996 when a
production decision was made.

Exploration work in 1997 identified additional resources. Of particular
interest was shallow-depth mineralization outlined at Snoppy Pond which was
included in the 1998 year-end reserve statement for the first time.

118

GEOLOGY AND MINERALIZATION

The Musselwhite property ore zones are situated within the Weagamow-North
Caribou Greenstone Belt of the Sachigo sub-province of the Superior geologic
province. This belt consists of a narrow elongate swath of metavolcanic and
metasedimentary supracrustal assemblages that extend 160 kilometers in an
overall northwest direction. The belt is comprised of three linear segments,
east-west, north-northwest, and west-northwest. Another branch of the greenstone
belt extends to the southwest from the point where the west-northwest and
north-northwest segments join. This triple junction forms complex geometries and
is the locus of outcropping iron formation, known gold mineralization, and the
Musselwhite mine. Gold bearing mineralization is characteristically hosted in
folded oxide-silicate facies banded iron formations. The main deposits are
developed as a series of sub-vertical tabular bodies along the tightly-folded 15
to 18 degree northwesterly plunging T-Antiform structure. Gold mineralization in
the West Anticline zone occurs within quartz-pyrrhotite-albite- almandine
veinlets and lenses which parallel a secondary deformation axial planar
cleavage, and as stratabound disseminated mineralization. Other deposits are
developed along the limbs and subsidiary fold structures within the larger East
Bay Synform and West Anticline.

EXPLORATION

Recent exploration has been focused on defining the extent of
mineralization down-plunge along the T-Antiform and in the nearby PQ Deeps zone
with diamond drilling. Drilling down plunge on the T-Antiform has demonstrated
that the structure continues beyond the northernmost drill holes, but gold
grades are uneconomic to the north of 11800N. The reduction in grade in this
area may be due to the increasing distance away from the longitudinal fault
zones that add to the permeability in the better mineralized portions of the
T-Antiform. However, based on the persistence of the T-Antiform structure, and
the presence of gold occurrences at the Kenpat zone (stratigraphically above the
down-plunge projection of the T-Antiform), there is good potential for the
discovery of additional mineralization further along the structure in the down
plunge direction.

Mineralization in the PQ Deeps zone is currently being defined by deep
surface drilling beneath the ice of Opapimiskan Lake. Recent high-grade
intersections in the zone are encouraging and warrant further diamond drilling.

TVX's share of exploration expenditures totaled $0.8 million during 2002.
Kinross' share of the planned exploration spending for 2003 is $1.8 million.

DRILLING, SAMPLE AND ANALYSIS AND SECURITY OF SAMPLES

All exploration and definition drilling conducted on the property to date
has been diamond drilling. By the end of 2002, a total of 3,261 diamond drill
holes with an aggregate length of 495,033 meters had been completed at
Musselwhite. Most of the core is NQ diameter. All drill hole collars are
surveyed and most holes have been surveyed using recognized down hole survey
methods.

Diamond drill core is sampled by rotating the core perpendicular to the
foliation and halving it longitudinally with a diamond saw into intervals
selected by the geologist during core logging. One half of the core is collected
in sample bags for analysis, and the other half is retained for a permanent
record. Samples are constrained by geology to aid in the interpretation of gold
distribution. A nominal sample length of 0.5 to1.0 meters is used.

Diamond drill core samples at Musselwhite have been prepared and analyzed
at a number of laboratories since exploration drilling began in 1974. Currently,
the samples are being prepared and analyzed at three different laboratories: the
mine lab and two independent labs in Thunder Bay, Ontario. All of the assays
completed on drill core have utilized a fire assay pre-concentration method
followed by an AA finish or gravimetric finish on a one assay ton aliquot
(approximately 30 grams). The gravimetric finish is employed if the AA finish
results are greater than 20 grams per tonne of gold.

119

A large number of samples were analyzed to develop the specific gravity
of the host rocks and mineralization. Specific gravities range between 3.0 to
3.3 grams per cubic centimeter and generally result from measurements collected
using water displacement field measurements.

The Geology Department at the Musselwhite mine uses a defined Quality
Assurance/Quality Control program to monitor accuracy and precision of all
results. Commercially prepared standards and blanks are routinely inserted into
the sample stream, both as part of the Geology Department's Quality
Assurance/Quality Control program and by the lab, as part of their own internal
system of checks.

Sample contamination was monitored by inserting blank samples. Some
contamination issues were recognized during the equipment start-up phase and
remedial action was taken. The sample preparation protocols were altered and the
core intervals that may have been contaminated during this period were
re-sampled. Pulp and reject duplicate samples were inserted to monitor
analytical precision.

MINERAL RESERVE AND RESOURCE ESTIMATES

The following table sets forth the estimated proven and probable reserves
for the Musselwhite mine as at December 31, 2002, and 2001, and represents 100%
of the Musselwhite deposit, in which Kinross holds a 31.93% interest:

Proven 8.8 5.67 1,597 10.2 5.73 1,882
Probable 3.1 4.81 488 2.7 4.78 411
--- ---- --- --- ---- ---
Total 11.9 5.44 2,085 12.9 5.53 2,293
==== ==== ===== ==== ==== =====

In addition to proven and probable reserves, as at December 31, 2002, the
Musselwhite mine has an estimated 5.7 million tonnes of measured and indicated
resources at an average grade of 6.32 grams of gold per tonne. United States
investors are advised that the terms "measured resources" and "indicated
resources" are recognized by Canadian regulations but not by the United States
Securities and Exchange Commission. 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.

MINING AND MILLING OPERATIONS

The mining operations are accessed via a twin decline system extending
from surface. Men and material are transported via a 12.5% grade ramp. Emergency
access is via a 20% grade conveyor ramp extending from surface to the 460 meter
level.

Ventilation is provided by twin 375 kilowatt fans. Fresh air travels to
the work face by means of a ventilation raise which ties into the conveyor ramp
at the 240 meter level and travels along it to the lower levels of the mine.
Exhaust air travels up the main access ramp to surface.

Mining is conducted using sublevel blasthole stoping methods with waste
rock backfill. Sublevels are established at 25 meter intervals.

The ore is drilled off using three-inch and four-inch production holes
using longhole drill rigs. Ore above the 200 meter level is direct hauled to
surface. Ore below the 200 meter level is hauled to the underground crusher.
Stopes are backfilled with either cemented or un-cemented rock backfill.

120

Most of the ore production has and will continue to come from underground
sources, with some production from open pits at the beginning and end of the
mine life. The mine currently plans to produce approximately 232,000 ounces of
gold per year.

The Musselwhite mill circuit uses a fairly standard approach with fine
crushing/rod milling/ball milling to prepare the ore to the correct size. For
the actual recovery of gold, gravity is used to scalp coarse gold from the ball
milling circuit into a intensive cyanide leach system. The gravity tails are
sent to conventional cyanide leaching which dissolves the remainder of the
recoverable gold. Carbon is used to recover gold from leaching and after the
stripping and electrowinning processes, a gold dore is produced. The dore bars
produced at the mine are shipped under contract to Johnson Matthey for refining.

The rated treatment capacity of the mill plant is 4,000 tonnes per day.
It is expected that this level will be achieved on a sustainable basis as the
capital updates completed in 2002 are optimized. In the short term, it appears
that the mine will be challenged to supply ore at this rate until planned
capital equipment replacements and operational improvements are completed in the
latter half of this year.

The current mining fleet is essentially the original mine equipment in
approximately its sixth year of use, generally considered the limit of
underground equipment life. The mine capital budget includes significant
equipment replacements, which should help reduce costs and improve productivity.
Commissioning of the new conveyor system in 2002 has reduced the long haul to
surface for most of the mine as it moves deeper and farther under the lake.
However, the truck fleet will have to be maintained at approximately current
levels to allow for longer backfill hauls in addition to ore haulage to the 400
level. This could change, depending on the outcome of an ongoing paste backfill
study.

The mine is also re-examining its production drilling requirements. There
is a plan to make less use of the older Tamrock Solo drills and perhaps replace
them with Boart drills. Boart contractors are currently working in the mine to
test the productive capacity of their drills; these drills will be used for the
majority of production drilling this year.

The Musselwhite mine operates under Placer Canada's sustainability
policy, which commits the operation to a high standard of environmental
stewardship. Sustainability is an important issue for every department. This
involves protecting human health, reducing the impact of mining on the
ecosystem, and returning the site to a state compatible with a healthy
environment. Musselwhite has implemented a series of management systems for
maintenance, environmental activities and occupational health and safety.
Currently, operations at Musselwhite appear to be in compliance with applicable
corporate standards and environmental regulations.

The closure plan involves progressive rehabilitation through an ongoing
program of grass seeding. Planning is also underway to conduct annual satellite
Ikonos imagery of the property to characterize the condition of the vegetation
to indicate the presence or lack of stress factors. This information will be a
useful start in compiling a chronological record of reclamation for use in the
closure plan to be presented to stakeholders at the end of the mine life.

Musselwhite is currently looking at various options for its tailings
management practices to mitigate the risks associated with tailings and waste
rock. One option is a paste backfill/tailings disposal system; another is to
produce a sulphide flotation product that would reduce the amount of potential
acid generating material. The potential for acid rock drainage from the tailings
is taken into account in the closure plan. Stockpiled open-pit waste rock has
low potential for acid drainage and will be transported underground for use as
rockfill.

At present, all tailings pass through a water treatment plant for
destruction of cyanide before discharge to the tailings pond. Additional
remediation occurs naturally in the tailings pond, polishing ponds, and
wetlands.

Local First Nations communities monitor environmental issues through an
environmental working committee. First Nations issues are listened to,
documented, and addressed in this forum, and mine closure plans are periodically
reviewed and analyzed.

121

SUMMARY OF PRODUCTION AND FINANCIAL DATA

The following table summarizes certain gold production and operating data
relating to the Musselwhite mine for the three years ended December 31:

YEARS ENDED DECEMBER 31,
--------------------------------------------
2002 2001 2000
---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION:

Total tonnes mined (000's) (100% basis).................................... 1,156.9 1,290.2 1,231.8
Total tonnes milled (000's) (100% basis)................................... 1,156.9 1,290.2 1,231.8
Gold grade (gpt)........................................................... 5.9 5.9 6.5
Average gold recovery rate (%)............................................. 95.3 95.3 95.8
Production (ounces)(1)..................................................... 66,879 74,577 78,283
Number of employees........................................................ 273 319 262

SELECTED FINANCIAL INFORMATION (IN MILLIONS EXCEPT UNIT COSTS):

Revenue.................................................................... $ 21.4 $ 20.1 $ 21.9
--------- -------- ---------
Cost of sales.............................................................. 15.5 14.3 12.5
Depletion and depreciation................................................. 4.9 5.9 5.9
Exploration................................................................ 0.8 0.5 0.6
Other...................................................................... 0.4 -- 0.2
--------- -------- ---------
21.6 20.7 19.2
--------- -------- ---------
Earnings (loss) before the undernoted...................................... (0.2) (0.6) 2.7
Income taxes............................................................... -- -- --
Minority interests and participation rights................................ (0.1) (0.3) 1.4
--------- -------- ---------
Net earnings (loss)........................................................ $ (0.1) $ (0.3) $ 1.3
========= ======== =========

OTHER FINANCIAL INFORMATION:

Capital expenditures (millions)............................................ $ 3.7 $ 4.0 $ 1.1
Unit costs:
Cash cost per gold ounce................................................. $ 228 $ 192 $ 161
Cash cost per tonne milled............................................... $ 42 $ 35 $ 32
Total production cost per gold ounce..................................... $ 299 $ 272 $ 237

-------------------------
(1) Gold equivalent production represents 31.93% of the historic production
at the Musselwhite mine.

Realized Revenue and Reconciliation to Statement of Operations."

PRODUCTION FORECAST, LIFE OF MINE, AND CAPITAL EXPENDITURES

The Musselwhite mine has a projected mine life of 9 years at a mining
rate of 4,000 tonnes per day.

Capital expenditures at the Musselwhite mine in 2002 were $3.7 million
compared to $4.0 million during 2001.

122

[GRAPHIC DEPICTING MUSSELWHITE MINE]

123

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. Kinross acquired its
interest in the Round Mountain in its combination with Echo Bay.

A report entitled "Technical Report on the Round Mountain Gold Mine"
dated March 21, 2003 (the "Round Mountain Report"), has been prepared for
Kinross by Frank K. Fenne, P.G., chief geologist and Daniel B. Moore, P.E., both
of Round Mountain Gold Corporation, a subsidiary of Kinross. The following
summaries of the Round Mountain gold mine have been prepared from the Round
Mountain Report and, in some cases, are extracts from the Round Mountain Report.

PROPERTY DESCRIPTION AND LOCATION

The Round Mountain gold mine is an open-pit mining operation located 60
miles north of Tonopah in Nye County, Nevada. The property position consists of
contiguous patented and unpatented mining claims covering approximately 27,500
acres, while the active project boundary encompasses 7,263 acres. Kinross has
received patents to convert mineable land to patented status. Patented claims
cover all of the current reserves in the ultimate pit.

The Smoky Valley Common Operation controls the mineral and surface rights
of the mine through the ownership of 84 patented lode claims and 1,453
unpatented lode claims. The patented claims are held as private property and are
legally surveyed. All of the reserves are located on patented claims. The
unpatented claims are held under the 1872 Mining Law and are subject to normal
annual filing requirements and fees. The majority of the unpatented claims are
located on land administered by the BLM; the remainder are located on land
administered by the USFS.

Round Mountain 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 2002, this royalty averaged 3.5%. 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 period from the date that the royalty
commenced through December 31, 2002, cumulative royalties of $33.1 million have
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 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 5,800
to 6,800 feet above sea level. Elevations in the Big Smoky Valley and Toquima
Range vary from 5,800 feet in the valley floor to 11,941 feet at the summit of
Mount Jefferson.

The oblong open-pit mine is over a mile at its longest dimension and
currently more than 1,200 feet from the highest working level to the bottom of
the pit.

124

The Round Mountain mine lies within an arid, high desert setting. Average
annual precipitation in the Big Smoky Valley is approximately five to seven
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 40 degrees Fahrenheit. Winter temperatures are typically 10 to 20
degrees Fahrenheit at night and 30 to 50 degrees Fahrenheit during the day.
Rarely (typically less than 10 days per year), winter low temperatures can fall
below 0 degrees Fahrenheit. Summer temperatures vary from 40 to 55 degrees
Fahrenheit at night to 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 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 Au/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 percent 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.

Since 1997, development drilling has continued and the reserve base has
been significantly expanded and refined. As a result, the total mining rate (ore
and waste) increased in a step-wise fashion from 6,000 tons per day in 1976 to
an average of 303,188 tons per day in 1999. The production rate for 2002
averaged 282,000 tons per day. The decision to construct a mill to process
sulfide ores resulted in a significant increase in reportable reserves in the
early 1990's.

In 2002, total gold production was 755,494 ounces. Over 7.9 million
ounces have been produced since 1976.

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 Great Basin
sub-province is specifically characterized by internal drainage. Topographic
relief varies across the Basin and Range, from 1,500 feet to in excess of 5,000
vertical feet.

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

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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 (typically open pumice sites)
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.

Alteration of the volcanic units at Round Mountain can be characterized
as a continuum from fresh rock progressing through chlorite, clay,
sericitic+quartz, adularia+quartz+sericite, and quartz+adularia alteration
assemblages. The alteration is zoned outward from potassic at the center to
propylitic on the margin. There is a reasonable correlation between increasing
gold grades and increasing degrees of alteration. The central ore zone is
characterized by pervasive K-feldspar found replacing the rock groundmass,
replacing primary sanidine, or as crystal growths in open-space.

Ore zones within the metasediments are more subtle, largely defined by
secondary quartz overgrowths, pyrite, and adularia associated with narrow
northwest trending structures.

EXPLORATION

Echo Bay's share of exploration expenditures totaled $1.0 million during
2002. Kinross' share of the exploration forecast for 2003 is $3.8 million.

DRILLING, SAMPLE AND ANALYSIS AND SECURITY OF SAMPLES

The current drill database for the open pit reserve contains a total of
4,089 drill hole records, of which 3,812 were established using reverse
circulation drilling and 277 were drilled using diamond core methods. A separate
database is maintained for dump drilling which contains an additional 1,293
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 five-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,
reverse circulation rotary and HQ size core drilling. Holes are initially
drilled on +200 foot centers defining deposit limits. In-fill drilling is
completed on centers of 140 foot or less to develop reportable reserves used in
mine planning.

Reverse circulation drill cuttings are passed through a wet rotary
splitter to collect a 10 to 15 pound sample for each five-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.

All samples collected from drill holes are prepared and assayed by the
Round Mountain mine assay laboratory. All assay laboratory chemists and
technicians are employees of Round Mountain Gold Corporation. The

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laboratory is not certified by any standards association. A mine geologist or
mine geologic technician delivers the drill samples to the assay laboratory.

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.

The sampling protocol, sample preparation, security and analytical
procedures and quality control program have been reviewed and it is the opinion
of the authors, that the laboratory procedures are adequate for an operating
mine. This is further supported by over 20 years of successful mine production
with reasonable production reconciliations.

MINERAL RESERVE AND RESOURCE ESTIMATES

The following table sets forth the estimated proven and probable reserves
for 100% of the Round Mountain mine as at December 31, 2002, and 2001, in which
Kinross holds a 50% interest:

Proven 85.8 0.59 1,630 159.6 0.56 3,173
Probable 88.5 0.75 2,120 55.3 0.68 1,315
---- ---- ----- ----- ---- -----
Total 174.3 0.67 3,750 214.9 0.59 4,488
===== ==== ===== ===== ==== =====

In addition to the estimated proven and probable reserves, as at December
31, 2002, the Round Mountain mine has an estimated 12.6 million tonnes of
measured and indicated resources at an average grade of 0.68 grams of gold per
tonne. United States investors are advised that the terms "measured resources"
and "indicated resources" are recognized by Canadian regulations but not by the
United States Securities and Exchange Commission. 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.

MINING AND MILLING OPERATIONS

The Round Mountain mine currently operates a conventional open pit that
is approximately 8200 feet long in the north-west, south-east direction and 5000
feet wide (north-east to south-west). The mining is conducted on 35 foot benches
by electric shovels and front end loaders paired with 150, 190 and 240 ton haul
trucks.

127

Blasthole patterns are drilled on centers that range from 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 0.018 opt 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 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 reusable pad processed 26,987 tons of ore per day in 2002, compared
to 23,601 tons per day in 2001. Reusable pad volume varies with ore release,
which is determined by the phases of the pit being mined. Reusable pad
production increased in 2002 to 242,808 ounces from 219,704 ounces in 2001 due
to the processing of higher grade ores and higher recoveries.

The dedicated pad processed 135,222 tons of ore per day in 2002, compared
to 128,637 tons per day in 2001. Production in 2002 from the dedicated pad was
347,966 ounces, compared to 369,750 ounces in 2001, due to higher recoveries.

The mill processed 10,067 tons per day in 2002 producing 153,946 ounces,
compared to 10,171 tons per day in 2001 producing 156,854 ounces. The mill
facility achieved a recovery rate of 84.6% from both higher-grade oxide and
non-oxidized ores during 2001 by employing gravity concentration, fine grinding
and cyanide leaching.

Ore and waste rock were mined at a rate of approximately 174,920 tons per
day in 2002 compared to 194,579 tons per day in 2001.

Mining at Round Mountain is expected to be complete during 2006 (assuming
no additions to reserves), with completion of stockpile processing in 2008. The
joint venture partners continue to support an aggressive exploration program in
the vicinity of the mine in order to add reserves and extend the mine life.

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 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 estimate,
approved in December 2002 by the BLM, USFS and NDEP totals $36,794,776.
Tentative plans for permanent closure activities have been approved by the NDEP
and BLM. Certain site restoration costs are expensed as production costs on the
unit-of-production method over the expected life-of-mine. Each participant in
the Common Operation is responsible for its own estimate of reclamation costs in
its own accounts.

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SUMMARY OF PRODUCTION AND FINANCIAL DATA

The following table summarizes certain gold production and operating data
relating to the Round Mountain mine for the three years ended December 31:

YEARS ENDED DECEMBER 31
---------------------------------------------
2002 2001 2000
---- ---- ----
SELECTED PRODUCTION AND OPERATING INFORMATION:

GOLD PRODUCED (ounces)(1):
Heap leached-- reusable pad.............................................. 121,404 109,852 70,588
Heap leached-- dedicated pad............................................. 173,983 184,875 176,066
Milled................................................................... 76,973 78,427 69,935
Other(2)................................................................. 5,387 321 3,475
---------- ---------- ----------
TOTAL...................................................................... 377,747 373,475 320,064

SELECTED FINANCIAL INFORMATION (IN MILLIONS EXCEPT UNIT COSTS):
Mining cost/ton of ore and waste........................................... $ 0.80 $ 0.83 $ 0.83
Heap leaching cost/ton of ore.............................................. $ 0.84 $ 0.82 $ 0.68
Milling cost/ton of ore.................................................... $ 3.18 $ 3.07 $ 2.80

PRODUCTION COST/OUNCE OF GOLD PRODUCED:
Direct mining expense.................................................... $ 176 $ 178 $ 200
Deferred stripping cost.................................................. 9 14 (1)
Inventory movements and other............................................ (2) (2) (4)
---------- ---------- ----------
Cash operating cost........................................................ 183 190 195
Royalties paid........................................................... 20 18 17
Production taxes......................................................... 4 2 1
---------- ---------- ----------
Total cash cost............................................................ 207 210 213
Depreciation............................................................. 44 40 43
Amortization............................................................. 15 15 18
Reclamation and mine closure............................................. 9 9 9
---------- ---------- ----------
Total production costs..................................................... $ 275 $ 274 $ 283
---------- ---------- ----------

Capital expenditures (millions)(3)....................................... $ 8.6 $ 15.0 $ 4.6
Deferred (applied) mining expenditures (millions)(3)..................... $ (3.4) $ (5.3) $ 0.4

OTHER INFORMATION:
Heap leached-reusable pad:
Ore processed (tons/day).............................................. 26,987 23,601 24,335
Total tons of ore processed (000's)................................... 9,742 8,520 8,785
Grade (ounce/ton)..................................................... 0.043 0.035 0.028
Average gold recovery rate (%)........................................ 61.3 77.4 61.6
Heap leached-dedicated pad:
Ore processed (tons/day) (100% basis)................................. 135,222 128,637 141,047
Total tons of ore processed (000's) (100% basis)...................... 48,815 46,438 50,918
Grade (ounce/ton)..................................................... 0.011 0.011 0.011
Average gold recovery rate (%)(4)..................................... (4) (4) (4)
Milled:
Ore processed (tons/day) (100% basis)................................. 10,067 10,171 9,304
Total ton of ore processed (000's) (100% basis)....................... 3,664 3,702 3,387
Gold grade (ounce/ton)................................................ 0.050 0.050 0.045
Average gold recovery rate (%)........................................ 84.6 83.7 83.1

-------------------------
(1) Gold production represents 50% of the historic production at the Round
Mountain Mine.
(2) A high-grade occurrence was discovered in April 1992. A small gravity
plant was constructed to recover these ounces.
(3) Echo Bay's 50% share.
(4) For dedicated leach pads, a gold recovery rate cannot be calculated until
leaching is complete. Based on metallurgical test work completed during
1994 and 1995, the eventual recovery rate is estimated to be
approximately 50%.

129

PRODUCTION, LIFE OF MINE, AND CAPITAL EXPENDITURES

The planned average production rate (total tons moved) for 2003 is
266,000 tons per day. Of this 185,000 tons per day are ore production. The Round
Mountain mine forecast for 2003 uses proven and probable reserves. The annual
mining forecast for mill tons mined in 2003 will be 4.5 million tons containing
131,309 ounces. Dedicated pad feed mined from the pit will be 18.8 million tons
containing 230,626 ounces. Dedicated pad feed mined from the offload material
will be 18.3 million tons containing 208,407 ounces. Mined production for the
Reusable pad in 2003 will be 9.2 millions tons containing 325,560 ounces.

Kinross' share of estimated gold equivalent production for 2003 is
350,000 ounces at total cash costs of $196 per ounce.

The completion date of open pit mining is scheduled for 2006. The mill is
currently scheduled to operate from stockpiles until 2007.

Capital expenditures at the Round Mountain mine in 2002 was $8.6 million
compared to $5.0 million during 2001. During 2003, capital expenditures of $16.1
million are planned. These include payment for one 240-ton truck (approximately
$2 million), purchase of a new Caterpillar D11 Dozer (approximately $1.5
million), Carbon Plant expansion including installation of additional carbon
columns (approximately $1 million), construction of phase 4 of the west
dedicated leach pad (approximately $6 million), completion of a mine de-watering
program (approximately $4 million) and general vehicle replacement. Kinross'
share of planned capital expenditures for 2003 is $7.4 million.

130

[ROUND MOUNTAIN SITE MAP]

131

ENVIRONMENTAL REGULATIONS

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.
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.

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 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.

LEGAL PROCEEDINGS AND CONTINGENCIES

DERIVATIVE ACTION

In October 1996, a shareholder derivative action was filed in the Court
of Chancery of Delaware on behalf of a Kinross shareholder, entitled HARRY LEWIS
V. MILTON H. WARD, ET AL., C.A. No. 15255-NC, against Cyprus Amax, Kinross'
directors and Kinross as a nominal defendant. The complaint alleges, among other
things, that the defendants engaged in self-dealing in connection with Kinross'
entry in March 1996 into a demand loan facility provided by Cyprus Amax. The
complaint seeks, among other things, a declaration that the demand loan facility
is not entirely fair to Kinross and damages in an unspecified amount. Kinross
subsequently filed a motion to dismiss the action with the court. On October 30,
2003, the Court of Chancery of Delaware granted Kinross' motion to dismiss the
complaint. The plaintiff appealed this decision on November 30, 2003. Kinross
believes that the complaint is without merit and will continue to defend the
matter as required.

CLASS ACTION

Kinross was named as a defendant in a class action complaint filed on or
about April 26, 2002, entitled ROBERT A. BROWN, ET AL. V. KINROSS GOLD U.S.A.,
INC., ET AL., Case No. CV-S-02-0605-KJD-RJJ, brought in the United States
District Court for the District of Nevada. Defendants named in the complaint are
Kinross, its subsidiaries, Kinross Gold U.S.A., Inc. and Kinam Gold Inc., and
Robert M. Buchan, president and C.E.O. of Kinross. The complaint is brought on
behalf of two potential classes, those who tendered their Kinam preferred stock
into the tender offer for the Kinam $3.75 Series B Preferred Stock made by
Kinross Gold U.S.A. and those who did not. Plaintiffs argue, among other things,
that amounts historically advanced by Kinross to Kinam should be treated as
capital contributions rather than loans, that the purchase of Kinam preferred
stock from institutional investors in July

132

2001 was a constructive redemption of the preferred stock, an impermissible
amendment to the conversion rights of the preferred stock, or constituted 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 stock, and that the amount offered in the tender offer of $16.00 per
share was not a fair valuation of the Kinam preferred stock. The complaint
alleges breach of contract based on the governing provisions of the Kinam
preferred stock, 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
NYSE rules, violations of Section 10(b) and 14(e) of the Securities Exchange Act
of 1934, as amended, and Rules 10b-5 and 14c-6(a) hereunder, common law fraud
based on the acts taken and information provided in connection with the tender
offer, 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 names the same parties as defendants. This action has
been consolidated into the Brown case and the Brown plaintiffs have been
designated as lead plaintiffs. The plaintiffs seek damages ranging from $9.80
per share, plus accrued dividends, to $39.25 per share of Kinam preferred stock
or, in the alternative, the issuance of 26.875 to 80.625 Kinross shares for each
Kinam preferred share. They also seek triple damages under Nevada statutes.
Kinross brought a motion for judgment on the pleadings with respect to the
federal securities claims based on fraud. Discovery was stayed pending the
resolution of this matter. On September 29 2003, the Court ruled that plaintiffs
had failed to adequately state a federal securities fraud claim. The plaintiffs
were given an opportunity to amend the complaint to try and state a claim that
would meet the pleading standards established by the Court but, if they are
unable to do so, these claims will be dismissed. The plaintiffs have filed an
amended complaint with the Court in an effort to eliminate the deficiencies in
their original complaint. Kinross believes the amended complaint is without
merit and anticipates continuing to vigorously defend this litigation.

SETTLEMENT IN GREECE

On December 10, 2003, the Greek government unilaterally terminated the
contract pursuant to which Kinross' two subsidiaries, TVX and TVX Hellas S.A.,
held title to the Hellenic Gold Properties, and invited them to enter into a
settlement agreement. A settlement agreement was then executed on December 12,
2003, pursuant to which the Greek government agreed to pay 11 million euros to
TVX Hellas and mutual releases from all claims were given by each party to the
other. The settlement agreement is subject to the approval of the Greek
Parliament, which has not yet been obtained. TVX Hellas has agreed to augment
the 11 million Euros to be received, with an additional 11 million Euros, and to
contribute all such amounts in full satisfaction of labor and trade liabilities
of TVX Hellas.

THE HELLENIC GOLD PROPERTIES LITIGATION

The Ontario Court (General Division) issued its judgment in connection
with the claim against TVX by three individuals (collectively the "Alpha Group")
on October 14, 1998, relating to TVX's interest in the Hellenic Gold Mining
assets in Greece. The Court rejected full ownership and monetary damages claims
but did award the Alpha Group a 12% carried interest and the right to acquire a
further 12% participating interest in the Hellenic Gold Assets. TVX filed a
notice to appeal and the Alpha Group filed a notice of cross appeal.

Subsequent to the trial decision in October, 1998, TVX received
notification of two actions commenced by 1235866 Ontario Inc. ("1235866"), the
successor to Curragh Inc., Mineral Services Limited and Curragh Limited, against
the Alpha Group, and others, in Ontario and English Courts, in relation to the
claim by the Alpha Group against TVX for an interest in the Hellenic gold mines.
On July 28, 1999, TVX entered into an agreement with 1235866 to ensure that
these new claims would not result in any additional diminution of TVX's interest
in the Hellenic gold mines. 1235866 agreed not to pursue any claim against TVX
for an interest in the Hellenic Gold Properties beyond the interest awarded to
the Alpha Group by the courts. In the event that 1235866 is successful in its
claim against the Alpha Group, 1235866 would be 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 Gold Properties up to the date of
exercise. The TVX appeal, the Alpha Group cross appeal and a motion by 1235866
were all heard on February 17, 18 and 25, 2000. By judgment released June 1,
2000, the Court of Appeal, while partially granting the TVX appeal, upheld the
trial decision and rejected the Alpha Group cross appeal. The

133

Court also rejected the motion of 1235866 for a new trial. As a result, TVX
holds, as constructive trustee, a 12% carried interest and a right to acquire
12% participating interest in the Hellenic Gold Properties upon the payment of
costs associated with that interest. The action by 1235866 against the Alpha
Group continues. TVX and the Alpha Group have been unable to agree on the
definition and application of the 12% carried interest and the right to acquire
a 12% participating interest in the Hellenic Gold Properties awarded to Alpha
Group in the trial judgment. Accordingly, in June 2001, a new action was
commenced between the Alpha Group and TVX to clarify the award. TVX anticipates
that the hearing with respect to such matter may be held in 2005.

RUSSIA

In August, 2003, Kinross recently received notice that local taxation
authorities in Russia are seeking a reassessment of the tax paid on Kinross'
Russian operations in the approximate amount of $8.5 million, which includes
penalties and interest. The notice challenges certain deductions taken by
Kinross and tax concessions relating to tax returns filed by Kinross in prior
years. Kinross believes its interpretation of the tax regulations is correct and
has lodged a complaint with the Regional Tax Inspection and filed claims in the
Magadan Arbitrage court refuting the findings of the city tax inspection. After
failing to receive a reply from the Regional Tax Inspection, Kinross has lodged
a complaint with the Federal Ministry of Taxation. In addition, Kinross is
attempting to change the jurisdiction of the action from the Magadan Arbitration
court to the Moscow arbitration court. Kinross will continue to oppose the
reassessment vigorously.

CHILE

Kinross' 100% owned Chilean mining company, Compania Minera Kinam Guanaco
("CMKG") received a tax reassessment from the Chilean IRS. The reassessment, in
the amount of $6.7 million, disallows certain deductions utilized by a third
party. Kinross believes this reassessment will be resolved with no material
adverse affect to Kinross' financial position, results of operations or cash
flows. The third party has indemnified Kinross for any amount in excess of the
claim. There was no activity on this reassessment during the third quarter.

SUMMA

In September 1992, Summa Corporation ("Summa") commenced a lawsuit
against Echo Bay Exploration Inc. and Echo Bay Management Corporation (together,
the "Subsidiaries"), indirect subsidiaries of Echo Bay, alleging improper
deductions in the calculation of royalties payable over several years of
production at McCoy/Cove and another mine, which is no longer in operation. The
matter was tried in the Nevada State Court in April 1997, with Summa claiming
more than $13 million in damages, and, in September 1997, judgment was rendered
for the Subsidiaries. The decision was appealed by Summa to the Supreme Court of
Nevada, which in April 2000 reversed the decision of the trial court and
remanded the case back to the trial court for "a calculation of the appropriate
[ROYALTIES] in a manner not inconsistent with this order." The case was decided
by a panel comprised of three of the seven Justices of the Supreme Court of
Nevada and the Subsidiaries petitioned that panel for a rehearing. The petition
was denied by the three-member panel on May 15, 2000 and remanded to the lower
court for consideration of other defenses and arguments put forth by the
Subsidiaries. The Subsidiaries filed a petition for a hearing before the full
Supreme Court and on December 22, 2000, the Court recalled its previous
decision. Both the Subsidiaries and their counsel believe that grounds exist to
modify or reverse the decision. Echo Bay has $1.5 million accrued related to
this litigation. If the appellate reversal of the trial decision is maintained
and the trial court, on remand, were to dismiss all of the Subsidiaries'
defenses, the royalty calculation at McCoy/Cove would change and additional
royalties would be payable. Neither Echo Bay, nor counsel to the Subsidiaries,
believe it is possible to quantify the precise amount of liability pursuant to a
revised royalty calculation.

HANDY AND HARMAN

On March 29, 2000, Handy & Harman Refining Group, Inc., which operated a
facility used by Echo Bay for the refinement of dore bars, filed for protection
under Chapter 11 of the U.S. Bankruptcy Code. Echo Bay filed a claim for gold
and silver accounts at this refining facility with an estimated market value of
approximately $2.8 million at the time the shipments were made. $0.6 million of
this amount was on behalf of Case, Pomeroy & Company, Inc. ("Case Pomeroy), who
owned a 25 percent interest in the Round Mountain mine at the time of the

134

bankruptcy filing. Echo Bay fully provided for its net claim of $2.2 million as
unrecoverable. Further, in March 2002, the liquidating trustee for Handy &
Harman commenced a series of adversary proceedings against numerous creditors,
including two of Echo Bay's subsidiaries, alleging that certain creditors
received preferential payments in metal or otherwise. The preferential payment
claims against the Echo Bay's subsidiaries approximated $9.0 million.

In October 2003, a settlement was reached between the liquidating
trustee, Echo Bay, Homestake Mining Company, a subsidiary of Barrick Gold
Corporation ("Barrick") and Case Pomeroy. Under the terms of the settlement, the
liquidating agent will receive payments of $0.2 million from Homestake and $0.1
million from Echo Bay. The liquidating agent agrees to release Kinross and
Barrick from any and all future claims. In addition, Echo Bay agrees to waive
the $2.8 million claim against the refinery and to pay $0.2 million to Case
Pomeroy in settlement of their share of the claim.

OTHER

In November 2001, two former employees of Echo Bay brought a claim
against Echo Bay pursuant to the Class Proceedings Act (British Columbia) as a
result of the temporary suspension of operations at Echo Bay's Lupin mine in the
spring of 1998 and the layoff of employees at that time. On August 12, 2002, the
Supreme Court of British Columbia dismissed Echo Bay's application for a
declaration that British Columbia did not have jurisdiction in connection with
this claim or in the alternative, that the Court should decline jurisdiction.
Echo Bay appealed this decision. On April 4, 2003, the appeal was heard by the
Court of Appeal for British Columbia. On May 16, 2003, in a unanimous decision,
the Court of Appeal allowed Kinross' appeal and service was set aside on the
basis that British Columbia does not have jurisdiction in connection with this
claim. In addition the court ordered the former employees to reimburse Echo Bay
for costs associated with the appeal and the Supreme Court of British Columbia
proceedings. On August 18, 2003, counsel for the former employees filed an
application for leave to appeal to the Supreme Court of Canada. Although the
outcome cannot be predicted, Kinross and its counsel believe that Kinross will
prevail.

Kinross is also involved in legal proceedings and claims arising in the
ordinary course of its business. Kinross believes these claims are without merit
and is vigorously defending them. In the opinion of management, the amount of
ultimate liability with respect to these actions will not materially affect
Kinross' financial position, results of operations or cash flows.

EMPLOYEES

At September 30, 2003, Kinross and its subsidiaries employed approximately 2,800
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, 2002. Kinross considers its employee
relations to be good.

135

--------------------------------------------------------------------------------

MANAGEMENT OF KINROSS

--------------------------------------------------------------------------------

DIRECTORS

Set forth below is information regarding the directors of Kinross.

NAME AND PLACE OF PRINCIPAL DIRECTOR SINCE COMMON SHARES CURRENT MEETINGS ATTENDED (3)
RESIDENCE OCCUPATION OWNED, COMMITTEES (3) ------------------------
CONTROLLED OR BOARD COMMITTEES
DIRECTED(1) (TOTAL 11)
-----------------------------------------------------------------------------------------------------------------------

John A. Brough President, January 19, 1994 1,166 A, C, N 11 of 11 A - 7 of 7
Vero Beach, Florida Torwest Inc. C - 3 of 3
(real estate
development
company)
-----------------------------------------------------------------------------------------------------------------------
Robert M. Buchan(2) President and May 31, 1993 136,936 None 11 of 11
Toronto, Ontario Chief Executive
Officer of the
Corporation
-----------------------------------------------------------------------------------------------------------------------
Scott A. Caldwell(3) Executive March 3, 2003 46,516 None
Toronto, Ontario Vice-President
and Chief
Operating Officer
-----------------------------------------------------------------------------------------------------------------------
Arthur H. Ditto Retired Mining May 31, 1993 178,131 None 10 of 11
Toronto, Ontario Executive
-----------------------------------------------------------------------------------------------------------------------
John A. Keyes Retired Mining March 3, 2003 11,666 E 10 of 11 CG - 2 of 2
The Woodlands, Texas Executive E - 3 of 3
-----------------------------------------------------------------------------------------------------------------------
Richard S. Hallisey President of December 4, 2003 None None
Toronto, Ontario Sullivan Holdings
Limited
-----------------------------------------------------------------------------------------------------------------------
John M. H. Huxley Principal, May 31, 1993 41,603 A, C, N 10 of 11 A - 6 of 7
Toronto, Ontario Algonquin C - 3 of 3
Management Inc.
(management
company)
-----------------------------------------------------------------------------------------------------------------------
George A. Michals(3) President, January 31, 2003 27,083 A, CG
Orangeville, Ontario Baymont Capital
Resources Inc.
(investment
holding company)
-----------------------------------------------------------------------------------------------------------------------
Cameron A. Mingay Partner, Cassels January 12, 2001 1,666 CG, E 11 of 11 A - 7 of 7
Toronto, Ontario Brock & Blackwell CG - 2 of 2
LLP (law firm) E - 3 of 3
-----------------------------------------------------------------------------------------------------------------------
John E. Oliver(4) Executive March 7, 1995 7,360 C, CG, N 11 of 11 C - 3 of 3
San Francisco, Managing Director CG - 2 of 2
California and Co-Head E - 3 of 3
Scotia Capital
U.S., Bank of
Nova Scotia
(financial
institution)
-----------------------------------------------------------------------------------------------------------------------

-------------------------
(1) Information respecting holdings of common shares has been provided by
individual directors.
(2) Mr. Buchan also holds 384,613 convertible preferred shares of Kinross
which are convertible into 1,058,390 common shares.
(3) Committees: A-Audit, C-Compensation, CG-Corporate Governance,
E-Environmental, N-Nominating (the Nominating Committee was formed in
November, 2002 and did not meet during fiscal 2002.)
(a) Mr. Michals was appointed to the board on January 31, 2003
following the business combination of Kinross, Echo Bay and TVX.
(b) Mr. Caldwell was appointed to the board on March 3, 2003.
(4) Mr. Oliver was appointed as Independent Chairman on August 1, 2002.

136

Each of the directors has held the principal occupation set forth
opposite his name, or other executive offices with the same firm or its
affiliates, for the past five years, with the exception of Messrs. Cameron A.
Mingay and John A. Keyes. Mr. Mingay, prior to June 1999, was a Partner with
Smith Lyons LLP and Mr. Keyes, prior to January 2001, was President and Chief
Operating Officer of Battle Mountain and prior thereto was Senior Vice-President
of Battle Mountain.

Below is a biography of each of the directors of Kinross:

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.

ROBERT M. BUCHAN

Mr. Buchan has been Chief Executive Officer of Kinross since May 1993.
Prior to that he was Vice-Chairman of Dundee Bancorp Inc. Mr. Buchan is a
director of Pacific Rim Mining Corporation and also sits on the Board of the Art
Gallery of Ontario. He has a degree in Mining Engineering and a Masters in
Mineral Economics.

SCOTT A. CALDWELL

Mr. Caldwell has been Executive Vice-President and Chief Operating
Officer of Kinross since June 2002. Prior to that Mr. Caldwell was Senior
Vice-President of Mine Operations of Kinross from 2001 to 2002 and he was and
Senior Vice-President of Surface Operations of Kinross from 1998 to 2001. Prior
to joining Kinross, he was Vice-President of Operations for Echo Bay from 1996
to 1998. Mr. Caldwell has a Bachelor of Science (Mining) degree.

ARTHUR H. DITTO

Mr. Ditto previously held the position of the Vice-Chairman of Kinross
from April 2002 to January 2003. Prior to that, from 1993 to 2002, he was Chief
Operating Officer of Kinross and from 1996 to 2002, he was the President of
Kinross. Mr. Ditto is currently retired and sits on the Board of Montana Tech
Foundation. He holds a Bachelor of Science degree, is a registered Professional
Engineer and has completed the executive development program at the University
of Illinois.

RICHARD S. HALLISEY

Mr. Hallisey is President of Sullivan Holdings Limited. From 1999 to
2001, Mr. Hallisey was Vice-Chairman, National Bank Financial. Prior to 1998,
Mr. Hallisey was Vice-Chairman, First Marathon Securities Limited.

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.

137

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 (honors) and has completed an executive MBA course.
He is currently retired but remains on the board of several non-profit
organizations as well as serving as an advisor to The Haileybury School of
Mines.

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. 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.

CAMERON A. MINGAY

Mr. Mingay has been a partner of Cassels, Brock & Blackwell LLP, a law
firm, since 1999. Prior to 1999 he was a partner of Smith Lyons LLP. He is a
director of Waverider Communications Inc. and the Canadian Parapalegic
Association (Ontario). Mr. Mingay holds a Bachelor of Laws degree and is a
member of the Law Society of Upper Canada.

JOHN E. OLIVER

Mr. Oliver has been 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.

OFFICERS

The following table sets forth the names of each of the officers of
Kinross and all offices of Kinross now held by each of them.

--------------------------------------------------------------------------------
NAME OFFICE HELD
--------------------------------------------------------------------------------
ROBERT M. BUCHAN....... President and Chief Executive Officer
--------------------------------------------------------------------------------
SCOTT A. CALDWELL...... Executive Vice-President and Chief Operating Officer
--------------------------------------------------------------------------------
JERRY W. DANNI......... Vice-President, Environmental Affairs
--------------------------------------------------------------------------------
CHRISTOPHER T. HILL.... Vice-President and Treasurer
--------------------------------------------------------------------------------
JOHN W. IVANY.......... Executive Vice-President
--------------------------------------------------------------------------------
GORDON A. MCCREARY..... Vice-President, Corporate Affairs
--------------------------------------------------------------------------------
BRIAN W. PENNY......... Chief Financial Officer and Vice-President Finance
--------------------------------------------------------------------------------
SHELLEY M. RILEY....... Corporate Secretary
--------------------------------------------------------------------------------
ALLAN D. SCHOENING..... Vice-President, Human Resources and Community Relations
--------------------------------------------------------------------------------
RONALD W. STEWART...... Vice-President, Exploration
--------------------------------------------------------------------------------
JOHN E. OLIVER......... Independent Chairman
--------------------------------------------------------------------------------
ALAN C. EDWARDS........ Vice-President, Operations
--------------------------------------------------------------------------------

138

The following sets forth biographical information for each of the
executive officers of Kinross who is not also a director of Kinross:

JERRY W. DANNI has been Vice President, Environmental Affairs since July 2000.
Prior to joining Kinross, Mr. Danni was Vice President of Environmental Affairs
for Cyprus Climax Metals Company from 1994 to 1999.

CHRISTOPHER T. HILL has been Vice-President, Treasurer since May 1998. Prior to
that he was Treasury Manager, Barrick Gold Corporation from September 1994 to
May 1998.

JOHN W. IVANY has been Executive Vice-President of Kinross since July 1995.

BRIAN W. PENNY has been the Vice-President, Finance and Chief Financial Officer
since May 1993.

SHELLEY M. RILEY has been the Corporate Secretary of Kinross since June 1993.

ALLAN D. SCHOENING has been Vice-President, Human Resources and Community
Relations for Kinross since July 1998. Prior to this he was Director, Human
Resources for Barrick Gold Corporation from May 1995 to June 1998.

RONALD W. STEWART has been the Vice-President, Exploration of Kinross 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.

GORDON A. MCCREARY has been Vice-President, Corporate Affairs, since January
2003. Prior to that Mr. McCreary was Vice-President Investor Relations and
Corporate Development of Kinross.

ALAN C. EDWARDS has been Vice-President, Operations, since July 2003. Prior to
that Mr. Edwards was a principal in two mining limited liability partnerships
from February 2002 to June 2003; Senior Vice-President, Operations, for P.T.
Freeport Indonesia from September 2000 to February 2002; Vice-President, Surface
Mines, for P.T. Freeport Indonesia from May 2000 to September 2000; President
and General Manager for Minero C.V. from January 2000 to April 2000; and
Vice-President and General Manager of Minero Coiso Verde from January 1998 to
January 2000.

139

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 fiscal year
ended December 31, 2002, in respect of each of the individuals who were, at
December 31, 2002, the Chief Executive Officer and the four senior executive
officers, whose total salary exceeded $100,000 (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE
=============================== ================================== ============================== =====================
ANNUAL LONG-TERM COMPENSATION ALL OTHER
COMPENSATION
------- ------------ ------------- ---------------- -------------
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMMON SHARE RESTRICTED
$ $ OPTIONS GRANTED SHARES
# RIGHTS
GRANTED
#
------------------------------- ------- ------------ ------------- ---------------- ------------- ---------------------

Robert M. Buchan 2002 420,479 296,121 124,117 - 50,367
President and CEO 2001 387,360 64,650(2) 66,667 - 52,534
2000 403,932 - 333,333 - 79,183
------------------------------- ------- ------------ ------------- ---------------- ------------- ---------------------
Scott A. Caldwell 2002 203,351 98,704 42,105 - 66,787(3)
Senior Vice-President 2001 172,892 63,527 26,667 - 35,341(3)
Mining Operations 2000 175,037 26,929 33,333 24,000 17,371
------------------------------- ------- ------------ ------------- ---------------- ------------- ---------------------
Arthur H. Ditto(4) 2002 247,274 196,078(5) - - 23,758
Vice-Chairman 2001 228,421 32,900 41,667 - 23,398
2000 232,183 - 145,000 - 43,380
------------------------------- ------- ------------ ------------- ---------------- ------------- ---------------------
John W. Ivany 2002 197,726 98,704 38,916 - 22,199
Executive Vice-President 2001 193,680 64,560 26,667 - 22,055
2000 185,135 - 93,333 - 21,933
------------------------------- ------- ------------ ------------- ---------------- ------------- ---------------------
Brian W. Penny 2002 171,936 74,028 33,835 - 13,109
Vice-President Finance and CFO 2001 159,592 47,904 23,333 - 30,613(3)
2000 161,573 16,830 36,667 9,333 13,775
=============================== ======= ============ ============= ================ ============= =====================

-------------------------
(1) Compensation, which is paid in Canadian dollars, is reported in the
financial statements in United States dollars. The rates of exchange used
to convert Canadian dollars to United States dollars are: 2000 - 1.4854,
2001 - 1.5489, 2002 - 1.5703.
(2) Paid in January 2002.
(3) Included in all other compensation is the value of the Kinross common
shares granted under the restricted share plan in 2000.
(4) Mr. Ditto retired on January 31, 2003.
(5) Paid in February 2003.

For the period January 1 to December 31, 2002, the five senior executives
of Kinross received salaries, bonuses, and other compensation totaling
$2,180,621 in respect of services rendered to Kinross and its subsidiaries.

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, 2002, to each of the Named
Executive Officers.

In the case of Messrs. Buchan and Ditto, the options become exercisable
as to 33?% on each of the first, second, and third anniversary of the date of
grant. In the case of Messrs. Caldwell, Ivany, and Penny the options become
exercisable as to 50% on each of the first and second anniversary of the date of
grant. The exercise price of the option is the market value (as defined in the
Share Incentive Plan) of the Kinross common shares on the date of grant. All
references to number of shares and share price reflect the consolidation of the
Kinross common shares on a three-for-one basis on January 31, 2003.

140

OPTION GRANTS IN LAST FISCAL YEAR
===================== ================== =================== ================== ==================== =================
NAME NUMBER % AVERAGE MARKET VALUE ON DATE OF
EXERCISE PRICE GRANT (CDN $/SHARE) EXPIRY
(CDN $/SHARE)
--------------------- ------------------ ------------------- ------------------ -------------------- -----------------

Robert M. Buchan 124,117 24 8.96 8.96 12/12/07
--------------------- ------------------ ------------------- ------------------ -------------------- -----------------
Scott A. Caldwell 42,105 8 8.96 8.96 12/12/07
--------------------- ------------------ ------------------- ------------------ -------------------- -----------------
Arthur H. Ditto - - 8.96 8.96 12/12/07
--------------------- ------------------ ------------------- ------------------ -------------------- -----------------
John W. Ivany 38,916 7 8.96 8.96 12/12/07
--------------------- ------------------ ------------------- ------------------ -------------------- -----------------
Brian W. Penny 33,835 6 8.96 8.96 12/12/07
===================== ================== =================== ================== ==================== =================

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES

The following table sets forth details of exercised stock options during
the fiscal year ended December 31, 2002, by each of the Named Executive Officers
and the fiscal year end value of unexercised options on an aggregate basis.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
======================== ============ ====================== ============================= ===========================
NAME COMMON AGGREGATE VALUE UNEXERCISED AT FISCAL VALUE OF UNEXERCISED
SHARES REALIZED ($) YEAR-END IN-THE-
ACQUIRED ON EXERCISABLE/UNEXERCISABLE MONEY OPTIONS AT FISCAL
EXERCISE YEAR-
END (CDN $)(1)
EXERCISABLE/UNEXERCISABLE
------------------------ ------------ ---------------------- ----------------------------- ---------------------------
Robert M. Buchan - - 605,555/168,562 3,550,997/665,739
------------------------ ------------ ---------------------- ----------------------------- ---------------------------
Scott A. Caldwell - - 196,665/55,439 679,094/213,604
------------------------ ------------ ---------------------- ----------------------------- ---------------------------
Arthur H. Ditto - - 292,222/27,778 1,618,950/195,002
------------------------ ------------ ---------------------- ----------------------------- ---------------------------
John W. Ivany - - 223,332/52,250 1,177,694/204,515
------------------------ ------------ ---------------------- ----------------------------- ---------------------------
Brian W. Penny - - 114,999/45,502 519,597/178,332
======================== ============ ====================== ============================= ===========================

-------------------------
(1) Value of unexercised-in-the-money options calculated using the closing
price of CDN $11.61 of the Kinross common shares on the TSX on December
31, 2002, less the exercise price of in-the-money stock options.

PENSION AND OTHER BENEFIT PLANS

CANADA

In 1997, Kinross established a deferred profit sharing plan and a
registered retirement savings plan covering all of the Canadian non-unionized
employees. The deferred profit sharing plan provides for basic contributions by
Kinross (which cannot be less than 4% of the member's compensation). In
addition, there is an annual profit sharing contribution based on Kinross'
financial performance. Kinross contributed an aggregate of CDN $62,721 to the
deferred profit sharing plan on behalf of the Named Executive Officers during
the year ended December 31, 2002.

The registered retirement savings plan is available to all Canadian
employees and allows for the minimum contribution of CDN $60 per month with
Kinross matching 100% of this amount with any additional contributions being
matched by 50% up to a maximum of CDN $30. Kinross contributed CDN $2,788 to the
registered retirement savings plan on behalf of each of Messrs. Buchan,
Caldwell, Ivany, and Penny during the year ended December 31, 2002.

141

UNITED STATES

Kinross' subsidiary, Kinross Gold U.S.A., Inc., has various pension plans
in which one executive officer is eligible to participate. Kinross is required
to make certain contributions to the pension plans on behalf of Arthur H. Ditto.

Employees are allowed to make contributions to the 401(k) Savings Plan
from salary deductions each year subject to certain limitations. Kinross has in
past years made matching contributions of 50% of each employee's contributions,
but subject to a maximum contribution of 3% of the employee's annual
compensation. Employees are always fully vested in their own salary deferral
contributions and become fully vested (in 33?% increments) in any contribution
by Kinross after three years. Participants are allowed to direct the investment
of their account within a group of designated investment funds. Kinross
contributed CDN $4,591 to the 401(k) Savings Plan on behalf of Arthur H. Ditto
during the year ended December 31, 2002.

Kinross established a defined contribution money purchase plan (the
"Money Purchase Plan") in which substantially all of the employees in the United
States participate. The Money Purchase Plan is funded entirely by Kinross.
Kinross contributes 5% of the employees' annual wages to this plan. Kinross is
required to make contributions to this plan such that no unfunded pension
obligations exist. Participants are allowed to direct the investment of the
pension plan account balances. Kinross contributed CDN $7,652 to the Money
Purchase Plan on behalf of Arthur H. Ditto during the year ended December 31,
2002.

EMPLOYMENT CONTRACTS

Kinross has entered into a severance agreement with each of the Named
Executive Officers. Each of the severance agreements provides for a severance
payment equal to two (in the case of Messrs. Ivany, Caldwell, and Penny) or 2.5
(in the case of Messrs. Buchan and Ditto) multiplied by the sum of the Named
Executive Officer's annual compensation (annual base salary and benefits) and
target bonus. In the case of Messrs. Buchan and Ditto, the severance payment may
be paid to the Named Executive Officer following a change of control of Kinross,
at the option of the Named Executive Officer. On January 31, 2003, Mr. Ditto
retired as Vice-Chairman of Kinross and received payments in consideration of
the grant of a release of his entitlement under his severance agreement. In the
case of Messrs. Caldwell, Ivany, and Penny, the severance is paid to the Named
Executive Officer 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. Ivany, Caldwell, and Penny provided the exercise of such option
occurs within 18 months following the change of control and within six months of
the triggering event.

Other than as described above, Kinross (and its subsidiaries) have 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.

DIRECTORS AND OFFICERS' INSURANCE

Kinross has purchased an insurance policy which covers actions against
its directors and officers. The policy covers judgments and defense costs of up
to CDN $25,000,000 per lawsuit, with a maximum coverage of CDN $25,000,000 per
year and a deductible of CDN $1,000,000 per claim. The total premium paid for
this policy for the period February 1, 2003, to February 1, 2004, is CDN
$687,500.

142

COMPENSATION OF DIRECTORS

For the year ended December 31, 2002, each director who is not a salaried
employee of Kinross or any of its subsidiaries was paid CDN $15,000 per annum
for his services as a director. Directors were also paid a fee of CDN $1,250 for
attendance at meetings of the Board of Directors of Kinross. The remuneration
provided above is paid quarterly in arrears. In addition, such directors are
entitled to the reimbursement of their expenses. Additionally, members of the
Audit, Compensation, Corporate Governance, and Environmental Committees received
a fee of CDN $1,250 per meeting and the Chairman of each of these committees
received CDN $2,000 for acting in this capacity.

ACTIVITIES OF THE COMPENSATION COMMITTEE

The Compensation Committee members are Messrs. Oliver (Chairman), Brough,
and Huxley, all of whom are unrelated directors, as defined in the corporate
governance guidelines of the TSX (the "TSX Guidelines"). In carrying out its
mandate, the Compensation Committee met three times during the year ended
December 31, 2002. In addition to the activities reported below, the
Compensation Committee developed a written charter for the Compensation
Committee and recommended the adoption of the charter to the Board of Directors.

REPORT ON EXECUTIVE COMPENSATION

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.

During the year ended December 31, 2002, the Compensation Committee
determined that it was desirable to obtain professional advice regarding the
compensation of the senior officers of Kinross and for a review to be conducted
generally in relation to compensation matters that are properly within the
purview of the Committee. Mercer Human Resources Consulting LLC ("Mercer") was
retained to work with the Compensation Committee on executive compensation and
related governance requirements, including in particular:

(a) conducting interviews with senior management and the Board of
Directors to review the performance management process;

(b) executive compensation benchmarking;

(d) the CEO evaluation process; and

(e) the appropriate quantum of transaction bonuses.

Reports were then prepared by Mercer pertaining to transaction bonuses, director
compensation, corporate governance considerations and executive compensation.
These reports were discussed in detail with the Compensation Committee.

143

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.

For 2002, 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.

PRESIDENT AND CHIEF EXECUTIVE OFFICER COMPENSATION

The Chairman of the Compensation Committee presents recommendations to
the Compensation Committee with respect to the President and Chief Executive
Officer. In setting the President and Chief Executive Officer's salary for 2002,
the Compensation Committee reviewed salaries paid to other senior officers in
Kinross, salaries paid to other chief executive officers in the industry and the
President and Chief Executive Officer's impact on the achievement of Kinross'
objectives for the previous financial year. The Compensation Committee's
recommendation for the base salary for the President and Chief Executive Officer
was submitted for approval to the Board of Directors.

BONUS

The Committee set the proposed bonuses for the 2002 fiscal year of
Kinross for the Named Executives Officers based on the performance of the Chief
Executive Officer and the senior executives with reference to the Mercer reports
discussed above with particular emphasis on the following performance metrics:

(a) shareholder value creation;

(b) corporate financial performance; and

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 Kinross common shares. The Share Incentive Plan
consists of a stock option plan (the "Stock Option Plan") and a share purchase
plan (the "Share Purchase Plan"). Currently the maximum number of Kinross common
shares issuable pursuant to the Share Incentive Plan is 6,833,332, representing
approximately 2.1% of the number of Kinross common shares currently issued and
outstanding.

OPTIONS

The Stock Option Plan of Kinross is administered by the Compensation
Committee and forms part of Kinross' Share Incentive Plan. 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. 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.

144

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
Kinross 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 and have various
vesting periods.

The maximum number of Kinross common shares issuable under the Stock
Option Plan is currently set at 4,166,666 in the aggregate, representing 1.3% of
the outstanding number of Kinross common shares. The maximum number of Kinross
common shares reserved for issue to any one person under the Stock Option Plan
is limited to 5% of the outstanding number of Kinross common shares from time to
time.

The initial grants of options to directors, 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.

SHARE PURCHASE PLAN

Employees of Kinross or designated affiliates are entitled to contribute
up to 10% of their annual basic salary to the Share Purchase Plan. Kinross
matches the participant's contribution on a quarterly basis and each participant
is then issued Kinross 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 trading price or the
average of the high and low board lot trading prices of the Kinross 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 Kinross
common shares are issued. Such Kinross common shares are delivered to
participants 12 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 Kinross 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. The maximum number of Kinross
common shares issuable under the Kinross Purchase Plan is currently set at
2,666,666 Kinross common shares in the aggregate.

RESTRICTED SHARE RIGHTS

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,
directors, and consultants of Kinross and to secure for Kinross and its
shareholders the benefits inherent in the ownership of Kinross 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, directors, 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 into one Kinross common share for
a certain period of time in accordance with the terms of the Restricted Share
Plan. The maximum number of Kinross common shares issuable under the Restricted
Share Plan is currently set at 333,333. The maximum number of Kinross common
shares issuable to insiders pursuant to the Restricted Share Plan, with a
one-year period, is limited to 10% of the total number of Kinross common shares
then outstanding. The maximum number of Kinross 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 Kinross
common shares then outstanding. The maximum number of Kinross common shares
reserved for issue to any one person under the Restricted Share Plan is limited
to 5% of the total number of Kinross common shares then outstanding. The maximum
number of Kinross common shares reserved for

145

issue to any one person under the Restricted Share Plan is limited to 5% of the
number of Kinross 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.

The foregoing report dated May 8, 2003, has been furnished by the
Chairman of Compensation Committee on the Committee's behalf.

(Signed) John E. Oliver

SHAREHOLDER RETURN PERFORMANCE GRAPH

The following chart compares the yearly percentage changes in the
cumulative total shareholder return on the Kinross common shares against the
cumulative total shareholder return of the TSX 300 Index and the TSX Gold and
Silver Index for the period December 31, 1997, to December 31, 2002.

COMPARISON OF CUMULATIVE TOTAL SHAREHOLDER RETURN ON THE KINROSS COMMON SHARES,
THE TSX 300 INDEX AND THE TSX GOLD AND SILVER INDEX

[CHART SHOWING PERFORMANCE OF KINROSS COMMON SHARES, S&P/TSX COMPOSITE INDEX,
AND TSX GOLD AND PRECIOUS METALS INDEX]

1997 1998 1999 2000 2001 2002

Kinross Gold Corporation 100.00 72.78 57.94 17.51 25.73 83.66
S&P/TSX Composite Index 100.00 98.42 129.63 139.23 121.73 106.59
TSX Gold and Precious Minerals Index 100.00 93.46 77.58 69.82 82.58 105.01

146

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PRINCIPAL SHAREHOLDERS OF KINROSS

--------------------------------------------------------------------------------

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 December 9, 2003, 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
---------------------------------------------- ------------------------- ----------------------

FMR Corp.
82 Devonshire Street
Boston, MA 02109 54,792,110 15.9%

AIM Funds Management, Inc.
5140 Yonge Street, Suite 900
Toronto, Ontario MZN 6X7 27,249,900 7.8%

John A. Brough 1,116 (2)

Robert M. Buchan 142,976 (2)

Scott A. Caldwell 49,028 (2)

Arthur H. Ditto 192,593 (2)

Richard S. Hallisey 0 (2)

John M. H. Huxley 41,603 (2)

John A. Keyes 11,666 (2)

George F. Michals 27,083 (2)

Cameron A. Mingay 1,666 (2)

John E. Oliver 7,360 (2)

EXECUTIVE OFFICERS (2)

John W. Ivany 24,350 (2)

Brian W. Penny 5,599 (2)

Scott A. Caldwell 49,028 (2)

All Directors, nominees for director,
and executive officers as a group
twelve (12) persons 592,071 (2)

-------------------------
(1) The information in the foregoing table is based on 345,603,106 Kinross
common shares outstanding as of December 9, 2003. With respect to
Fidelity, this information was supplied by the shareholder, including
filings as required under section 13 of the Securities and Exchange Act
of 1934.
(2) Less than 1%.

147

--------------------------------------------------------------------------------

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 the TSX(1)(2) Kinross Common Shares on the
NYSE(1)(2)(3)
--------------------------------------- --------------------------------------
Average Average
Daily Daily
High Low Trading High Low Trading
Volume Volume
------------ ------------ ------------- ------------ ------------ ------------
(CDN (CDN (U.S. (U.S.
Dollars) Dollars) Dollars) Dollars)

Fiscal Year Ended December 31, 1998 21.45 8.10 323,136 15.00 5.25 31,331
Fiscal Year Ended December 31, 1999 16.65 6.81 245,226 11.06 4.50 43,325
Fiscal Year Ended December 31, 2000 10.05 1.50 244,338 6.94 1.13 59,121
Fiscal Year Ended December 31, 2001
First Quarter 3.12 1.98 217,003 1.98 1.31 57,332
Second Quarter 4.89 2.10 529,899 3.60 1.32 137,884
Third Quarter 5.19 3.57 379,393 3.15 2.31 89,226
Fourth Quarter 4.59 2.85 331,562 2.97 1.86 58,322
Fiscal Year Ended December 31, 2002
First Quarter 6.42 3.51 907,887 4.02 2.13 143,703
Second Quarter 13.32 5.55 2,146,161 8.70 3.48 394,243
Third Quarter 11.25 6.18 1,695,503 7.20 3.75 282,677
Fourth Quarter 12.06 7.23 1,494,885 7.71 4.62 288,623
Fiscal Year Ending December 31, 2003
First Quarter 12.33 7.72 2,568,167 8.10 5.23 796,587
Second Quarter 9.88 7.92 2,132,746 7.39 5.34 645,859
Third Quarter 11.30 8.06 3,425,746 8.29 5.70 1,260,880
Month Ended
June 30, 2003 9.88 8.78 1,908,296 7.39 6.49 618,210
July 31, 2003 9.58 8.06 2,138,622 6.94 5.70 782,477
August 31, 2003 10.68 8.90 2,927,240 7.67 6.35 1,262,200
September 30, 2003 11.30 9.74 5,248,862 8.29 7.20 1,760,743
October 31, 2003 11.02 9.45 2,658,746 8.38 7.04 1,197,557
November 30, 2003 11.65 9.66 2,598,546 8.95 7.35 1,382,416
December(2) 12.05 11.22 2,568,282 9.29 8.58 1,429,214

-------------------------
(1) All amounts presented have been restated to reflect a three old for one
new share consolidation which was completed on January 31, 2003.
(2) Information presented through December 9, 2003.
(3) From August 1, 2001 until February 3, 2003, the Kinross common shares
were listed on the American Stock Exchange under the symbol "KGC." Prior
to August 1, 2001, the Kinross common shares were listed on the NYSE.

In addition to common shares, Kinross has redeemable retractable
preferred shares outstanding. As of November 28, 2003, there were 24,648 holders
of record of Kinross common shares (including holders who are nominees for an
undetermined number of beneficial owners).

148

--------------------------------------------------------------------------------

KINROSS SELECTED FINANCIAL DATA

--------------------------------------------------------------------------------

The selected financial data presented in this Proxy Statement/Prospectus
should be read in conjunction with the consolidated financial statements of
Kinross and the notes thereto and the discussion under the caption
"--Management's Discussion and Analysis of Financial Condition and Results of
Operations."

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF KINROSS

The financial data set forth in the table below, except for the nine
months ended September 30, 2003, which is unaudited, has been selected by
Kinross and has been derived from the audited financial statements for the
periods indicated.

The selected consolidated financial data set forth below should be read
in conjunction with the consolidated financial statements of Kinross and the
notes thereto included in this Proxy Statement/Prospectus, and 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, 2002 and 2001, and for the years ended December 31, 2002, 2001, and
2000, is derived from the audited consolidated financial statements of Kinross
included in this Proxy Statement/Prospectus. The financial information as of
December 31, 2000, 1999, and 1998, and for the years ended December 31, 1999,
and 1998, is derived from audited consolidated financial statements of Kinross
that are neither included nor incorporated by reference in this Proxy
Statement/Prospectus. The financial information as at September 30, 2003, and
for the nine months ended September 30, 2003, and 2002, is derived from the
unaudited consolidated financial statements of Kinross included in this Proxy
Statement/Prospectus.

Readers should read Note 21 to the audited consolidated financial
statements for a reconciliation of the financial statements to U.S. GAAP. The
formation of Kinross on May 31, 1993, qualifies under International Accounting
Standard No. 22 (IAS 22), business combinations, as a uniting of interests and
thereby has been accounted for as a pooling of interests.

Readers should note that in the United States, reporting standards for
auditors require the addition of an explanatory paragraph (following the opinion
paragraph) when there are changes in accounting principles that have a material
effect on the comparability of the financial statements, such as the changes
described in Note 1 to Kinross' consolidated financial statements. The auditor's
report to the shareholders dated March 3, 2003, except as to Note 23(b), which
is as of March 26, 2003, is expressed in accordance with Canadian reporting
standards, which do not require a reference to such changes in accounting
principles in the auditors' report when the changes are properly accounted for
and adequately disclosed in the financial statements.

The consolidated financial statements have been prepared in accordance
with Canadian generally accepted accounting principles, which differ in certain
respects from generally accepted accounting principles in the United States. See
Note 21 of the audited consolidated financial statements of Kinross and Note 13
of the unaudited interim consolidated financial statements of Kinross for a
description of these differences.

Kinross utilizes the U.S. $ as its reporting currency. All financial data
presented below are in millions of dollars except per share data and number of
shares outstanding.

149

NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------------- --------------------------------------------------------------
2003 2002 2002 2001 2000 1999 1998
------------ ------------ ----------- ------------ ------------ ----------- -------------
(CDN GAAP)
FOR THE PERIOD:

Revenue $ 434.1 $ 196.3 $ 275.2 $ 282.9 $ 289.3 $ 317.0 $ 286.6
Loss from operations (14.7) (11.4) (31.5) (29.8) (113.5) (231.0) (240.3)
Net loss (22.5) (18.0) (30.9) (36.3) (125.4) (243.9) (243.1)
Net loss attributable to common
shareholders (12.5) (23.5) (38.2) (44.0) (132.6) (250.4) (249.0)
Cash flow provided from operating
activities 81.7 48.5 62.9 74.5 47.8 69.5 102.0
Cash flow from (used in)
financing activities (8.3) (8.1) 67.8 (46.5) (36.8) (31.5) (107.6)
Cash flow provided from (used in)
investing activities (102.8) (36.9) (41.1) (24.8) (47.1) (77.5) (31.3)
Weighted average common shares
outstanding (millions) 297.4 118.2 119.7 104.5 99.4 99.7 77.7
Capital expenditures 52.3 18.1 22.6 30.4 41.6 44.0 33.8

PER COMMON SHARE:
Net loss - basic and diluted $ (0.04) $ (0.20) $ (0.32) $ (0.42) $ (1.33) $ (2.52) $ (3.21)
Cash dividends to common shareholders -- -- -- -- -- -- --
Dividends declared per common share -- -- -- -- -- -- --

AT PERIOD END:
Cash and cash equivalents $ 141.2 $ 84.5 $ 170.6 $ 81.0 $ 77.8 $ 113.9 $ 153.4
Current assets 273.2 163.5 246.2 138.7 156.3 215.1 264.6
Total assets 2,054.3 532.4 598.0 577.6 700.0 882.4 1,114.8
Current liabilities 118.4 68.8 73.8 76.7 81.6 90.5 80.4
Long-term debt(1) 33.5 76.9 60.4 92.5 145.6 177.6 192.1
Convertible preferred shares of
subsidiary company 12.6 12.6 12.9 48.0 91.8 88.3 88.3
Net shareholders' equity 1,749.0 337.0 418.9 331.6 340.9 477.1 691.2
Working capital 154.8 94.7 172.4 62.0 74.7 124.6 184.2

150

NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
--------------------- -----------------------------------------------------------
2003 2002 2002 2001 2000 1999 1998
---------- ---------- ----------- ----------- ----------- ----------- -----------
(U.S. GAAP) (RESTATED)
FOR THE PERIOD:

Loss from operations $ (30.9) $ (28.0) $ (46.6) $ (28.4) $ (91.4) $ (215.3) $ (322.6)
Net income (loss) (52.8) 28.6 17.3 (32.3) (113.6) (228.3) (325.8)
Net income (loss) attributable to common (52.8) 28.6 17.3 (32.3) (113.6) (228.3) (325.8)
shareholders
Cash flow provided from operating activities 75.2 33.9 33.2 41.6 19.5 40.4 97.5
Cash flow provided from (used in) financing (4.1) (2.5) 74.7 (6.5) (12.5) (7.0) (106.7)
activities
Cash flow from (used in) investing activities (71.1) (35.7) (37.6) (23.3) (46.9) (75.3) 40.2
Net income (loss) per share - basic and diluted $ (0.18) $ (0.24) $ 0.14 $ (0.31) $ (1.14) $ (2.29) $ (4.19)

AT PERIOD END:
Current assets $ 274.7 $ 131.4 $ 204.6 $ 123.6 $ 118.6 $ 178.4 $ 239.2
Current liabilities 150.8 79.4 90.2 69.9 51.2 64.1 65.0
Total assets 2,096.2 542.2 611.2 526.2 602.3 758.0 952.6
Long-term debt (2) 33.5 174.8 159.9 184.9 205.3 218.1 203.5
Net shareholders' equity 1,758.8 243.5 321.9 201.5 67.4 318.6 512.9
Working capital 123.9 52.0 114.4 53.7 67.4 114.3 174.2

-------------------------
(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) Includes long-term debt (current and long-term portions), Kinross' 5.5%
convertible subordinated unsecured debentures and Kinross' redeemable
retractable preferred shares.
(3) Subsequent to the exchange of debt securities, Kinross accounted for its
share investment in Echo Bay as an available for sale security under U.S.
GAAP. At January 31, 2003, when Kinross acquired the remaining
outstanding common shares of Echo Bay, Kinross retroactively restated its
2002 financial statements to account for its share investment in Echo Bay
on an equity basis. As a result, Kinross reversed an unrealized gain of
$21.8 million previously included in other comprehensive income,
increased its deficit by $0.7 million to reflect its share of equity
losses for the period ended December 31, 2002, and correspondingly
reduced the carrying value of its investment. In addition, Kinross
decreased long-term investments and recorded a share of loss in investee
company of $1.0 million for the one month ended January 31, 2003, and
increased long-term investments and recorded a share of income in
investee company of $0.7 million for the nine month period ended
September 30, 2002.

For U.S. GAAP purposes, as a result of the business combination on January 31,
2003, Kinross recognized an additional $40.8 million of goodwill representing
the difference in carrying value of its share investment in Echo Bay between CDN
and U.S. GAAP.

151

152

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 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.

The following table sets forth, for each period indicated, the high and
low exchange rates for one U.S. 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, 2000 1.5593 1.4341 1.4852 1.5002
Fiscal Year Ended December 31, 2001 1.6012 1.4936 1.5482 1.5956
Fiscal Year Ended December 31, 2002 1.6132 1.5110 1.5703 1.5796
Fiscal Year Ending December 31, 2003
First Quarter 1.5747 1.4656 1.4693 1.5098
Second Quarter 1.4846 1.3342 1.3553 1.3984
Third Quarter 1.4116 1.3363 1.3504 1.3801

-------------------------

As of December 12, 2003, the noon buying rate as reported by the Bank of
Canada was CDN $1.315 per U.S. $1.00.

153

--------------------------------------------------------------------------------

KINROSS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

--------------------------------------------------------------------------------

All results are expressed in United States dollars unless otherwise
stated.

The Management's discussion and analysis ("MD&A") provides a detailed
discussion and analysis of Kinross' financial results with those of the two
previous years. The MD&A for the nine months ended September 30, 2003, provides
a detailed analysis of Kinross' financial results with those of the nine months
ended September 30, 2003. The MD&A should be read in conjunction with the
consolidated financial statements and notes commencing on page F-A1 of this
Proxy Statement/Prospectus. The financial statements are expressed in United
States dollars and in accordance with Canadian generally accepted accounting
principles. These statements, together with the following MD&A are intended to
provide investors with a reasonable basis for assessing the results of
operations and financial performance of Kinross as well as certain forward
looking information related to potential future results.

The MD&A is comprised of eight key sections. The Overview provides a high
level summary of production, financial results and cash flow provided from
operating activities. The Mergers and Acquisitions section provides a summary of
the combination between Kinross, TVX, and Echo Bay, which was completed on
January 31, 2003. The Financial Results section provides a detailed analysis of
sales, results of operations for each mine, reports on other items that effect
net loss. The Liquidity and Financial Resources section provides information on
cash flow provided from operations, cash flow provided from and used in
financing activities and cash flow used in investing activities. The Critical
Accounting Policies section provides an overview of Kinross' critical accounting
policies. In the Business Risks and Management section, the risks associated
with the business are identified (including market risks) and the risk
management programs that are in place to manage these risks. The Strategy
section describes Kinross' strategic plan and finally the Outlook section
provides summary information on Kinross in the year ahead (detailed information
is provided throughout the MD&A).

OVERVIEW

Kinross is engaged in the mining and processing of gold and silver ore
and the exploration for and acquisition of gold-bearing properties, principally
in the Americas and Russia. Kinross' products are gold and silver produced in
the form of dore that is shipped to refineries for final processing.

Kinross' attributable gold equivalent production was 888,634 ounces in
2002, a decrease of 6% when compared to 944,803 ounces in 2001 and a decrease of
6% when compared to 2000 production of 943,798 ounces. Average total cash costs
per attributable gold equivalent ounce were $201 in 2002, compared to $193 in
2001 and $202 in 2000. Cash flow provided from operating activities in 2002 was
$62.9 million, compared to $74.5 million in 2001 and $47.8 million in 2000. Cash
flow proceeds from operating activities decreased in 2002 due to lower gold
equivalent production, and a decrease in the proceeds from the restructuring of
the gold forward sales contracts when compared to 2001. In 2002, a $7.7 million
non-cash charge was recorded to increase the estimated cost of final remediation
of certain previously closed mines. This, combined with the results of
operations from the current portfolio of mines, resulted in a 2002 net loss for
the year of $30.9 million, or $0.32 per share. The 2002 loss compares to a $36.3
million, or $0.42 per share loss in 2001 and a $125.4 million, or $1.33 per
share net loss in 2000. All per share information has been adjusted to give
retroactive effect for the three for one consolidation of its common shares,
which was completed on January 31, 2003. The losses in 2001 and 2000, included
non-cash charges of $16.1 million and $72.1 million, respectively.

Effective January 1, 2002, Kinross adopted the new Canadian Institute of
Chartered Accountants ("CICA") recommendations for foreign currency translation.
This standard eliminates the practice of deferring and amortizing unrealized
translation gains and losses on foreign currency denominated monetary items that
have a fixed or ascertainable life extending beyond the end of the fiscal year
following the current reporting period. Foreign exchange gains or losses arising
on translation of these monetary items are now included in the determination of

154

current period losses. Kinross previously had unrealized foreign exchange gains
and losses on converting the debt component of Canadian dollar dominated
convertible debentures to U.S. dollars. In addition, the Canadian dollar
denominated redeemable retractable preferred shares were translated into U.S.
dollars at the historical rate on the date of issue. The adoption of this new
standard has been applied retroactively with prior year comparative amounts
restated. The effects on the consolidated financial statements were to decrease
deficit at December 31, 2001, and 2000, by $2.8 million and $2.2 million,
respectively, to decrease the foreign exchange loss by $0.6 million in 2001 and
to increase the foreign exchange gain by $0.7 million in 2000.

MERGERS AND ACQUISITIONS

Kinross, TVX, and Echo Bay entered into a combination agreement dated
June 10, 2002, as amended as of July 12, 2002, and November 19, 2002, for the
purpose of combining the ownership of their respective businesses. The
combination was effected by way of a plan of arrangement under the Canada
Business Corporations Act ("CBCA") with an effective date of January 31, 2003.

In a separate transaction, TVX and a subsidiary of TVX have entered into
two agreements dated June 10, 2002, each as amended as of November 19, 2002,
with a subsidiary of Newmont. Pursuant to these agreements, TVX acquired
Newmont's 50% non-controlling interest in the TVX Newmont Americas joint venture
("TVX Newmont J/V") for an aggregate purchase price of $180.0 million with an
effective date of January 31, 2003.

Pursuant to the arrangement, TVX amalgamated with a newly formed, wholly
owned subsidiary of Kinross on January 31, 2003, and each holder of TVX common
shares received 2.1667 common shares of Kinross. Also pursuant to the
arrangement, shareholders of Echo Bay (other than shares owned by Kinross)
received 0.1733 common shares of Kinross for each Echo Bay common share. The
exchange ratio reflects the three for one consolidation of the Kinross common
shares that was completed on January 31, 2003, prior to the arrangement. Kinross
issued 177.8 million common shares with a fair value of $1,269.5 million with
respect to the TVX and Echo Bay acquisitions.

The TVX Newmont J/V held interests in various operating mines located in
Canada, Brazil and Chile. The production from the TVX Newmont J/V in 2002 was
473,602 ounces of gold equivalent. Echo Bay held interests in various operating
mines in Canada and the United States. Echo Bay's share of production from these
mines in 2002 was 522,208 ounces of gold equivalent.

The acquisitions are being accounted for using the purchase method of
accounting in accordance with both sections 1581 "Business Combinations," of the
CICA Handbook for the purposes of Canadian generally accepted accounting
principles ("CDN GAAP") and Statement of Accounting Standards ("SFAS") 141,
"Business Combinations," for the purposes of United States generally accepted
accounting principles ("U.S. GAAP"). Pursuant to the purchase method of
accounting under both CDN and U.S. GAAP, the TVX and Echo Bay assets acquired
and liabilities assumed will be recorded at their fair values as of the
effective date of the combination. The 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
CDN GAAP, and SFAS 142, "Goodwill and Other Intangible Assets," for purposes of
U.S. GAAP, goodwill will be assigned to specific reporting units and will not be
amortized.

The goodwill resulting from the preliminary purchase price allocation is
$888.6 million. Goodwill is subject to a determination of fair values and will
be revised for possible impairment at least annually or more frequently upon the
occurrence of certain events or when circumstances indicate the reporting unit's
carrying value, including goodwill that was allocated to it, is greater than its
fair value. Kinross has not determined if an impairment exists, and expects to
make that determination in 2004 in accordance with CDN and U.S. GAAP.

155

FINANCIAL RESULTS

All results are expressed in United States dollars unless otherwise
stated. All per share information has been adjusted to give retroactive effect
for the three for one consolidation of the common shares, which was completed on
January 31, 2003. Accordingly, loss per share for the nine months ended
September 30, 2002, has been adjusted to give retroactive impact of the share
consolidation. The combination with TVX and Echo Bay was accounted for as a
purchase with an effective date of January 31, 2003. Accordingly, the financial
statements and gold equivalent production statistics reflect operating results
for the acquired properties for the months of February to September only.

NINE MONTHS CONSOLIDATED RESULTS

Gold equivalent production of 1,240,884 ounces at total cash costs of
$225 per ounce, combined with changes in working capital, resulted in cash flow
provided from operating activities of $81.7 million during the first nine months
of 2003. This compares to gold equivalent production of 657,396 ounces at total
cash costs of $203 per ounce, which resulted in cash flow provided from
operating activities of $48.5 million, achieved during the first nine months of
2002. Kinross recorded a net loss attributable to common shares of $12.5
million, or $0.04 per share for the first nine months of 2003, compared to a net
loss attributable to common shares of $23.5 million, or $0.20 per share in 2002.

REVENUES

GOLD AND SILVER SALES

Kinross' primary source of revenue is from the sale of its gold
production. Kinross sold 1,176,573 ounces of gold during the first nine months
of 2003, compared with 607,705 in 2002. Revenue from gold and silver sales was
$428.6 million in the first nine months of 2003, compared with $184.5 million in
2002. Revenue from gold and silver sales in the first nine months of 2003 was
132% higher than the revenue in 2002 due to the increased production levels and
higher realized prices. In the first nine months of 2003, Kinross realized $351
per ounce of gold, compared with $302 in 2002. The average spot price for gold
was $354 per ounce in the first nine months of 2003 compared with $302 in 2002.

NINE MONTHS ENDED
SEPTEMBER 30,
---------------------------
2003 2002
---- ----

Attributable gold equivalent production - ounces 1,240,884 657,396
Gold sales - ounces (excluding equity accounted ounces) 1,176,573 607,705
Gold sales revenue (millions) $ 410.9 $ 179.8
Gold deferred revenue realized (millions) 1.7 3.8
---------------------------
Total gold revenue realized (millions) $ 412.6 $ 183.6
---------------------------
Average sales price per ounce of gold $ 349 $ 296
Deferred revenue realized per ounce of gold 2 6
---------------------------
Average realized price per ounce of gold sold $ 351 $ 302
---------------------------

Average spot gold price per ounce $ 354 $ 302
Silver sales revenue (millions) $ 16.0 $ 0.9

156

Included in gold equivalent production is silver production converted to
gold production using a ratio of the average spot market prices. Kinross
produced 3.5 million ounces of silver (47,040 ounces of gold equivalent) in the
first nine months of 2003. Nine month silver to gold ratios were 74.6:1 in 2003
and 66.1:1 in 2002.

The above non-GAAP measure of average realized price per ounce of gold
sold has been calculated on a consistent basis in each period. The calculation
of average realized price per ounce of gold sold might not be comparable to
similarly titled measures of other companies. Average realized price per ounce
of gold sold is used by management to assess profitability and cash flow of
individual operations as well as to compare with other precious metal producers.

INTEREST AND OTHER INCOME

Kinross invests its surplus cash in high quality, interest-bearing cash
equivalents. Interest and other income totaled $5.2 million in the first nine
months of 2003 compared to $13.7 million in the first nine months of 2002.

Interest and other income in 2003 decreased as $10.3 million of the
Refugio arbitration settlement was recorded in 2002.

MARK-TO-MARKET GAIN (LOSS) ON WRITTEN CALL OPTIONS

Premiums received at the inception of written call options are recorded
as a liability. Changes in the fair market value of the liability are recognized
in earnings each quarter. The change in fair market value of the written call
options resulted in a mark to market gain of $0.3 million in the first nine
months of 2003 compared to a loss of $1.9 million in the first nine months of
2002. Kinross plans to reduce its written call position in 2003 by delivering
gold production into any contracts that are exercised in 2003. Details on the
outstanding written call options at September 30, 2003 are discussed in the
section entitled "Commodity Price Risks."

COSTS AND EXPENSES

OPERATIONS - SUMMARY

Gold equivalent production of 1,240,884 ounces in the first nine months
of 2003 increased by 88% compared to 2002 production, while operating costs for
per ounce calculation purposes increased by 109%. Consolidated operating costs
for per ounce calculation purposes were $279.7 million in the first nine months
of 2003 compared to $133.6 million in the first nine months of 2002.

Included in operating costs for the first nine months of 2003 were $3.7
million of costs associated with TVX's investment in TVX Hellas and $4.6 million
of severance associated with the suspension of operations at the Lupin mine.

157

CONSOLIDATED PRODUCTION COSTS PER EQUIVALENT OUNCE OF
ATTRIBUTABLE GOLD PRODUCTION

NINE MONTHS ENDED
-----------------------
2003 2002
---- ----
Cash operating costs $214 $197
Royalties 11 6
------------ ----------
Total cash costs $225 $203
Reclamation 5 4
Depreciation, depletion and amortization 92 101
------------ ----------
Total production costs $322 $308
============ ==========

Kinross applies a conservative policy, which is to expense stripping
costs in excess of life-of-mine averages as incurred. Had Kinross deferred
stripping costs in excess of mine averages, as do a number of the North America
senior gold producers, total cash costs per equivalent ounce would have been
$220 for the nine months ended September 30, 2003.

The following table provides a reconciliation of operating costs per the
consolidated financial statements to operating costs for per ounce calculation
of total cash costs pursuant to gold industry guidelines.

RECONCILIATION OF TOTAL CASH COSTS PER EQUIVALENT OUNCE OF GOLD TO
CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)

NINE MONTHS ENDED
-----------------------------
2003 2002
---- ----
Operating costs per financial statements $ 301.4 $ 126.9
Operating costs for attributable production 7.5 11.5
Site restoration cost accruals (6.1) (2.3)
Change in bullion inventory (7.3) 1.1
Operating costs not related to gold production (15.8) (3.6)
-------------- --------------
Operating costs for per ounce calculation purposes $ 279.7 $ 133.6
-------------- --------------
Gold equivalent production - ounces 1,240,884 657,396
-------------- --------------
Total cash costs per equivalent ounce of gold $ 225 $ 203
============== ==============

The above non-GAAP measure of total cash costs per ounce has been
calculated on a consistent basis in each period. For reasons of comparability,
total cash costs do not include certain items such as property write-downs,
which do not occur in all periods but are included under GAAP in the
determination of net earnings or loss. Total cash costs per ounce are calculated
in accordance with gold industry guidelines. Total cash costs per ounce may not
be comparable to similarly titled measures of other companies. Total cash costs
per ounce information is used by management to assess profitability and cash
flow of individual operations, as well as to compare with other precious metal
producers. Total cash costs per ounce of gold equivalent increased by 11% during
the first nine months of 2003 compared to the same period of 2002. Details of
the individual mine performances are discussed in the following sections.

158

GOLD EQUIVALENT PRODUCTION
(OUNCES)

NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------
2003 2002
---- ----
PRIMARY OPERATIONS:
Fort Knox 291,157 296,162
Round Mountain(1)(4) 277,838 -
Porcupine(2) 165,323 135,887
Kubaka(3) 120,770 173,847
Brasilia(1)(5) 66,242 -
La Coipa(1)(4) 99,667 -
Crixas(1)(4) 63,923 -
Musselwhite(1)(6) 46,157 -
New Britannia(1)(4) 25,060 -
Lupin(1)
56,008 -
---------- ----------
1,212,145 605,896
---------- ----------
OTHER OPERATIONS:
Blanket 27,009 31,783
Refugio(4) - 8,902
Denton-Rawhide(7) 1,730 8,957
Andacollo(7) - 1,858
---------- ----------
28,739 51,500
---------- ----------
Total gold equivalent ounces 1,240,884 657,396
========== ==========

-------------------------
(1) Production data is for the eight months from February to September, 2003.
(2) 2003 production reflects Kinross' 49% ownership interest in the Porcupine
Joint Venture. 2002 production reflects Kinross' 100% ownership interest
in the Hoyle Pond mine to June 30, 2002, and the 49% interest in the
Porcupine Joint Venture thereafter.
(3) Represents Kinross' 54.7% ownership interest to February 28, 2003, 100%
thereafter.
(4) Represents Kinross' 50% ownership interest.
(5) Represents Kinross' 49% ownership interest.
(6) Represents Kinross' 32% ownership interest.
(7) Includes the proportionate share of Denton-Rawhide and Andacollo
production attributable to the Pacific Rim (formerly Dayton) ownership
interest.

159

TOTAL CASH COSTS
($ PER OUNCE OF GOLD EQUIVALENT)

NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------
PRIMARY OPERATIONS: 2003 2002
---- ----
Fort Knox $ 250 $ 241
Round Mountain(1) 188 -
Porcupine 215 190
Kubaka 195 135
Brasilia(1) 189 -
La Coipa(1) 256 -
Crixas(1) 103 -
Musselwhite(1) 257 -
New Britannia(1) 306 -
Lupin(1) 407 -
----------------------------
224 199
----------------------------
OTHER OPERATIONS:
Blanket 278 272
Refugio - 182
Denton-Rawhide 221 246
Andacollo - 295
----------------------------
275 253
----------------------------
$ 225 $ 203
============================
-------------------------
(1) Cost data is for eight months from February to September 2003.

The item total cash cost per ounce is furnished to provide additional
information and is a non-GAAP measure. This measure should not be considered in
isolation as a substitute for a measure of performance prepared in accordance
with generally accepted accounting principles and is not necessarily indicative
of operating profit or cost from operations as determined under generally
accepted accounting principles. There are no differences in computing operating
costs for per ounce calculation purposes under U.S. GAAP. Therefore, total cash
costs per ounce computed from operating costs in accordance with U.S. GAAP are
unchanged from the Canadian GAAP amounts.

OPERATIONS--INDIVIDUAL MINE DISCLOSURE

FORT KNOX (100% OWNERSHIP INTEREST), USA

Production at the Fort Knox operation during the nine month period ended
September 30, 2003, was 291,157 gold equivalent ounces, down from the 296,162
ounces produced during the same period last year, and 5% less than plan, due to
lower gold grades and mill recoveries. The processing of slightly more
refractory, sulphidic True North ore adversely impacted gold recoveries during
the third quarter. It is anticipated that the metallurgical properties of the
True North ore will remain the same until mining at the satellite deposit ceases
in early 2005; therefore, in order to optimize gold recoveries, efforts are
underway to provide the mill with a more uniform blend of True North and Fort
Knox open pit ores. Assisting in offsetting the lower recoveries were
initiatives undertaken in the first quarter to increase mill capacity, which
resulted in an 8% improvement in mill throughput as compared to plan.

160

Total cash costs per gold equivalent ounce for the nine-month period
ending September 30, 2003 increased 4% to $250 compared to the same period last
year. Total cash costs were higher as a result of lower than plan gold
production and higher than planned consumable costs.

Kinross' expectation for the Fort Knox mine is to produce approximately
116,000 ounces at total cash costs of $205 per ounce in the fourth quarter of
2003.

RECONCILIATION OF THE FORT KNOX MINE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)

NINE MONTHS ENDED
------------------------------
2003 2002
---- ----

Operating costs per financial statements $ 73.7 $ 72.8
Site restoration cost accruals (1.5) (0.9)
Change in bullion inventory 0.6 (0.6)
------------------------------
Operating costs for per ounce calculation purposes $ 72.8 $ 71.3
------------------------------
Gold equivalent production - ounces 291,157 296,162
Total cash costs per equivalent ounce of gold $ 250 $ 241

Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."

Capital expenditures at the Fort Knox operations in the first nine months
of 2003 were $19.2 million compared to $12.0 million in the same period last
year. Phase 5 mine development was $1.3 million with the remainder of capital
directed towards equipment rebuilds, the drilling of pit de-watering wells and
exploration.

During the quarter, exploration was conducted within the Fort Knox pit,
on the Gil prospect and at Ryan Lode. Results from the in-pit work confirmed the
continuity of the mineralized zones beyond the current limit of the ultimate
pit. At Gil, 10 km east of the Fort Knox mine site, an engineering scoping study
was initiated to evaluate the economic merits of the project.

ROUND MOUNTAIN (50% OWNERSHIP INTEREST), USA

Kinross acquired its ownership interest in the Round Mountain mine,
located in Nye County, Nevada, USA upon completion of the combination with Echo
Bay on January 31, 2003. Round Mountain continues to perform well with Kinross'
share of gold equivalent production for the eight-month period ending September
30, 2003, totaling 277,838 ounces, 13% better than plan. Gold equivalent
production was positively impacted by higher gold recoveries due to the
installation of new carbon columns during the second quarter and the
implementation of side slope leaching of the historic dedicated leach pad.

Due to the failure of an electrical transformer, production activities
have focused on accelerating ore placement on the dedicated leach pads to offset
crushing and milling limitations. Higher-grade ore, which would have been milled
during the quarter, is presently being stockpiled. As a result of the
flexibility provided by having three separate processing streams, the lower mill
throughput did not adversely impact production for the quarter. It is
anticipated that the transformer repairs will be completed prior to the end of
the fourth quarter 2003.

Total cash costs per gold equivalent ounce were $188 per ounce for the
eight month period ending September 30, 2003, a 9% improvement over plan,
largely as a result of the higher gold production.

Kinross' expectation for Round Mountain is to produce approximately
70,000 ounces to its account at total cash costs of $229 per ounce in the fourth
quarter of 2003.

161

RECONCILIATION OF THE ROUND MOUNTAIN MINE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)

EIGHT MONTHS ENDED
SEPTEMBER 30,
2003
----------------------

Operating costs per financial statements $ 54.8
Site restoration cost accruals (1.5)
Change in bullion inventory (1.1)
----------
Operating costs for per ounce calculation purposes $ 52.2
---------
Gold equivalent production - ounces 277,838
Total cash costs per equivalent ounce of gold $ 188

Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."

Kinross' share of capital expenditures at the Round Mountain mine in the
first eight months of 2003 was $4.7 million. Pit dewatering and dedicated leach
pad construction accounted for the majority of the capital expenditures. Kinross
acquired the Round Mountain mine on January 31, 2003, and prior to that Kinross
did not own any interest in, or operate, the mine.

At the Gold Hill project, 8,945 feet of reverse circulation diamond
drilling was completed during the quarter in order to verify the resource block
models. It is anticipated that a feasibility study will be initiated in early
2004 to evaluate the economic merits of the project.

PORCUPINE (49% OWNERSHIP INTEREST), CANADA

Kinross' share of gold production from the Porcupine Joint Venture for
the nine month period ended September 30, 2003, was 165,323 ounces at a total
cash cost of $215 per ounce as compared to the 135,887 ounces produced during
the first nine months of 2002. Kinross' share of nine-month comparable
production figures includes only 100% of Hoyle Pond mine production for the
first six months of 2002, whereas, 2003 production figures reflect Kinross' 49%
ownership share in the Porcupine Joint Venture formed on July 1, 2002.

Third quarter 2003 production was 4% greater than plan and total cash
costs were 5% lower than plan as a result of higher than plan mill throughput
(+4%) and gold recoveries (+2%). These improvements were achieved despite power
outages and associated power constraints, which resulted in 60 hours of downtime
during August.

Kinross' expectation for Porcupine is to produce approximately 55,000
ounces to its account at total cash costs of $217 per ounce in the fourth
quarter of 2003.

162

RECONCILIATION OF THE PORCUPINE JOINT VENTURE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)

NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------------
2003 2002
---- ----

Operating costs per financial statements $ 41.5 $ 27.9
Site restoration cost accruals (1.2) (0.9)
Change in bullion inventory (2.0) (0.8)
Operating costs not related to gold production (2.7) (0.4)
--------------------------------
Operating costs for per ounce calculation purposes $ 35.6 $ 25.8
--------------------------------
Gold equivalent production - ounces 165,323 135,887
Total cash costs per equivalent ounce of gold $ 215 $ 190

Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."

Kinross' share of capital expenditures at the Porcupine Joint Venture in
the first nine months of 2003 was $5.8 million. This amount included
expenditures on the tailings dam lifts and the development of the Pamour
project.

The revised Pamour open pit feasibility study is in the process of being
finalized and permitting work has commenced. Demolition of the old Pamour
headframe and associated infrastructure has been completed in preparation of the
development of the open pit operations.

An aggressive exploration program continued during the third quarter with
23,876 meters of exploration diamond drilling completed. In the Pamour area,
drilling of the north contact returned significant results including 1.82 grams
per ton over 27.1 meters, 1.39 grams per tonne over 36.0 meters and 1.37 grams
per tonne over 21.3 meters. At the Hoyle Pond mine, diamond drilling continues
to expand the size of the newly discovered high grade "A" Vein. Underground
development has commenced to access the "A" Vein on the 740 level.

KUBAKA (98.1% OWNERSHIP INTEREST), RUSSIA

During the first nine months of 2003, Kinross' share of gold equivalent
production from the Kubaka mine was 120,770 ounces (98.1% ownership) at a total
cash cost of $195 per ounce, compared with the 173,847 ounces (54.7% ownership)
produced at a total cash cost of $135 per ounce achieved in 2002. Comparable
production was lower due to the completion of mining activities at the Kubaka
pit at the end of 2002 and the commencement of processing of relatively lower
grade ore stockpiles which was partially offset by the increased ownership
interest in 2003 effective February 28, 2003. The processing of stockpiled ore,
combined with underground mining activities, continued in the third quarter.

Third quarter 2003 gold equivalent production was 28% less than plan due
to lower underground production partially offset by 5% higher than plan mill
throughput. Underground production is expected to return to plan during the
fourth quarter of 2003.

Kinross' expectation for Kubaka is to produce approximately 55,000 gold
equivalent ounces to its account at total cash costs of $190 per ounce in the
fourth quarter of 2003.

163

RECONCILIATION OF THE KUBAKA MINE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)

NINE MONTHS ENDED
SEPTEMBER 30,
------------------------------
2003 2002
---- ----

Operating costs per financial statements $ 22.7 $ 20.6
Site restoration cost accruals (0.4) (0.6)
Change in bullion inventory 0.6 2.7
Management fees 1.0 0.8
------------------------------
Operating costs for per ounce calculation purposes $ 23.9 $ 23.5
------------------------------
Gold equivalent production - ounces 120,770 173,847
Total cash costs per equivalent ounce of gold $ 195 $ 135

Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."

Kinross' share of capital expenditures at the Kubaka mine in the first
nine months of 2003 was $0.6 million.

Underground development activities on the North High Wall, Centre Zone
and North Vein, which are extensions of the main vein system at the mined out
Kubaka mine, are continuing to progress slowly due to lower than plan equipment
availability, however, development rates had begun to improve during the last
half of September. The Kubaka underground veins will provide high-grade mill
feed to supplement the stockpile mill feed presently being processed.

During the third quarter of 2003, authorization to commence mining the
Birkachan open pit was received from the Ministry of Natural Resources. Planning
for the development of the test open pit is being finalized. Exploration
drilling commenced during the quarter to determine the potential for additional
gold mineralization along the flanks of the proposed pit. At the Tsokol vein,
preliminary underground mining plans were completed during the quarter and a
final mining proposal is being prepared.

BRASILIA (49% OWNERSHIP INTEREST), BRAZIL

Kinross acquired its ownership interest in the Brasilia open pit mine,
located in the State of Minas Gerais, Brazil, upon completion of the combination
with TVX on January 31, 2003. During the eight months ending September 30, 2003,
Kinross' share of gold production was 66,242 ounces at a total cash cost of $189
per ounce. Harder than anticipated ore, which reduced mill throughput, and the
higher sulphide content of the ore processed, which lowered recoveries, combined
to negatively impact gold production as compared to plan. The lower gold
production in addition to higher electricity, fuel and maintenance costs
resulted in total cash costs per ounce for the first nine months of 2003 being
15% above plan.

The economics of the Calha Mill expansion prefeasibility study, completed
during the second quarter, were favorable and, as a result, work has begun on a
full feasibility study to be completed during the first quarter 2004. The study
envisions the installation of a SAG mill to increase mill throughput by
approximately 50% to 30 million tonnes per annum.

Kinross' expectation for the Brasilia mine is to produce approximately
28,000 ounces to its account at total cash costs of $169 per ounce in the fourth
quarter of 2003.

164

RECONCILIATION OF THE BRASILIA MINE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)

EIGHT MONTHS ENDED
SEPTEMBER 30,
2003
--------------------

Operating costs per financial statements $ 14.4
Site restoration cost accruals (0.3)
Change in bullion inventory (0.7)
Operating costs not related to gold mining (0.9)
---------------
Operating costs for per ounce calculation purposes $ 12.5
--------------
Gold equivalent production - ounces 66,242
Total cash costs per equivalent ounce of gold $ 189

Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."

Kinross' share of capital expenditures at the Brasilia mine for the first
eight months of 2003 was $3.4 million. Capital expenditures were mainly related
to additions to the mining fleet and work related to the tailings dam. Kinross
acquired the Brasilia mine on January 31, 2003, and prior to that time did not
own any interest in, or operate, the mine.

LA COIPA (50% OWNERSHIP INTEREST), CHILE

Kinross acquired its ownership interest in the La Coipa mine, Chile, upon
completion of the combination with TVX on January 31, 2003. Kinross' share of
gold equivalent production for the eight-month period ending September 30, 2003,
was 99,667 ounces at a total cash cost of $256 per ounce. Unlike a number of
senior mining companies, it is Kinross' policy to expense open pit stripping
costs in excess of life-of-mine averages rather than defer these costs until a
later date. If stripping costs had been deferred, eight-month total cash costs
per gold equivalent ounce would have been $221.

During the first eight months of 2003 gold equivalent production was 4%
above plan, as the result of higher silver grades combined with better than
anticipated gold and silver recoveries. Better than plan silver grade and
precious metal recoveries were due to changes to the mining plan as mining
activities focused on the Brecha Norte pit while remediation work continued on
the Coipa Norte pit.

165

Kinross' expectation for the La Coipa mine is to produce approximately
30,000 gold equivalent ounces to its account at total cash costs of $307 per
ounce in the fourth quarter of 2003. It should be noted that the most
significant component of the difference with Kinross' joint venture partner in
total cash cost expectations for La Coipa is the fact that Kinross does not
defer stripping in excess of life-of-mine averages.

RECONCILIATION OF THE LA COIPA MINE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)

EIGHT MONTHS ENDED
SEPTEMBER 30,
2003
--------------------

Operating costs per financial statements $ 25.7
Site restoration cost accruals (0.2)
Change in bullion inventory -
--------------------
Operating costs for per ounce calculation purposes $ 25.5
--------------------
Gold equivalent production - ounces 99,667
Total cash costs per equivalent ounce of gold $ 256

Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."

Kinross' share of capital expenditures at La Coipa for the first eight
months of 2003 was $0.4 million. Kinross acquired the La Coipa mine on January
31, 2003, and prior to that, Kinross did not own any interest in, or operate,
the mine.

CRIXAS (50% OWNERSHIP INTEREST), BRAZIL

Kinross acquired its ownership interest in the Crixas mine, located in
the State of Goias, Brazil upon completion of the combination with TVX on
January 31, 2003. The mine continues to perform well with Kinross' share of gold
production for the eight months ending September 30, 2003, was planned at 63,923
ounces of gold at a total cash cost of $103 per ounce.

Kinross' expectation for the Crixas mine is to produce approximately
22,000 ounces to its account at total cash costs of $118 per ounce in the fourth
quarter of 2003.

166

RECONCILIATION OF THE CRIXAS MINE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)

EIGHT MONTHS ENDED
SEPTEMBER 30,
2003
---------------------

Operating costs per financial statements $ 7.3
Site restoration cost accruals (0.1)
Change in bullion inventory (0.7)
---------------------
Operating costs for per ounce calculation purposes $ 6.5
---------------------
Gold equivalent production - ounces 63,923
Total cash costs per equivalent ounce of gold $ 103

Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."

Kinross' share of capital expenditures at the Crixas mine for the first
eight months of 2003 was $1.8 million primarily on underground development.
Kinross acquired the Crixas mine on January 31, 2003, and prior to that, Kinross
did not own any interest in, or operate, the mine.

Exploration drilling for the quarter of 5,570 meters was completed around
the Crixas mine. Work on the Forquilha Sul ore zone, which overlies the
principle Mina III ore body, has confirmed continuity mineralization over a
strike length of approximately 200m and a down-plunge length of 300m. To date,
eight diamond drill holes, spaced approximately 50m both along strike and
downdip, have returned intercepts over widths of 3m to 10m grading 3.0 g/t to
7.5 g/t. The zone remains open down plunge.

MUSSELWHITE (31.93% OWNERSHIP INTEREST), CANADA

Kinross acquired its ownership interest in the Musselwhite underground
mine, located in northwestern Ontario, Canada, upon completion of the
combination with TVX on January 31, 2003. Kinross' share of gold production
during the first eight months of 2003 totaled 46,157 ounces, 9% lower than plan.
Total cash costs of $257 per ounce were greater than plan due to unbudgeted
underground contractor work in the PQ zone, higher than planned energy and fuel
costs and a 10% production shortfall in February and March of 2003. In
September, Musselwhite took over development from the contractor and it is
anticipated that total cash costs will return to plan during the fourth quarter.

Kinross' expectation for the Musselwhite mine is to produce approximately
18,000 ounces to its account at total cash costs of $255 per ounce in the fourth
quarter of 2003.

167

RECONCILIATION OF THE MUSSELWHITE MINE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)

EIGHT MONTHS ENDED
SEPTEMBER 30,
2003
--------------------

Operating costs per financial statements $ 12.1
Site restoration cost accruals -
Change in bullion inventory -
Operating costs not related to gold mining (0.2)
--------------------
Operating costs for per ounce calculation purposes $ 11.9
--------------------
Gold equivalent production - ounces 46,157
Total cash costs per equivalent ounce of gold $ 257

Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."

Kinross' share of capital expenditures at the Musselwhite mine for the
first eight months of 2003 was $1.8 million, essentially in line with budget.
Kinross acquired the Musselwhite mine on January 31, 2003, and prior to that,
Kinross did not own any interest in, or operate, the mine.

Positive results continue to be obtained from both barge and underground
infill diamond drilling of the PQ Deep zone. A step-out drill hole, drilling 300
meters north of the known PQ Deep zone, returned 14.6 grams per tonne over 5.4
meters. Elsewhere on the property, diamond drilling on the Camp zone, a
potential small open pit target, returned 8.7 grams per tonne over 24.8 meters.

NEW BRITANNIA (50% OWNERSHIP INTEREST), CANADA

Kinross operates and owns a 50% interest in the New Britannia underground
mine, located in northern Manitoba, acquired in the combination with TVX on
January 31, 2003. Kinross' share of gold production for the eight months ending
September 30, 2003 was 25,060 ounces at a total cash cost of $306 per ounce.

168

Kinross and its joint venture partner, High River Gold Mines Limited, are
evaluating the future of the mine as a result of the higher than anticipated
mining costs, stronger Canadian dollar and challenging mining conditions
experienced recently. The mine will continue operations as normal while the
joint venture partners reassess the operations.

Kinross' expectation for the New Britannia mine is to produce
approximately 14,000 ounces to its account at total cash costs of $305 per ounce
in the fourth quarter of 2003.

RECONCILIATION OF THE NEW BRITANNIA MINE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)

EIGHT MONTHS ENDED
SEPTEMBER 30,
2003
--------------------

Operating costs per financial statements $ 8.9
Site restoration cost accruals -
Change in bullion inventory (1.2)
Operating costs not related to gold mining (0.1)
--------------------
Operating costs for per ounce calculation purposes $ 7.6
--------------------
Gold equivalent production - ounces 25,060
Total cash costs per equivalent ounce of gold $ 306

Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."

Kinross' share of capital expenditures at the New Britannia mine in the
first eight months of 2003 was $0.9 million with the majority of those
expenditures focused on ore development. Kinross acquired the New Britannia mine
on January 31, 2003, and prior to that, Kinross did not own any interest in, or
operate, the mine.

LUPIN (100% OWNERSHIP INTEREST), CANADA

In August 2003, Kinross Gold Corporation announced the immediate
suspension of operations at the Lupin mine in Canada due to the poor economic
performance of the operation over a protracted period of time. As a result, gold
production during the third quarter fell to 11,690 ounces, at a total cash cost
of $395 per ounce, down from the 25,534 ounces achieved during the second
quarter of 2003. The plant and equipment has been placed on care and maintenance
pending the results of the review of future alternatives for the property.
Personnel remain on site to continue with environmental management programs to
ensure compliance with all regulatory requirements.

Kinross is reviewing future alternatives for the property including the
development of a mine plan to extract the shaft and crown pillars. These pillars
and other remnant mining are expected to contain almost 110,000 ounces of gold
(approximately 400,000 tonnes at an average grade of about 8.5 grams of gold per
tonne). Recovery of these pillars through 2004 has the potential for the
operation to produce a comparable amount of gold to that originally planned for
2004, but at a higher grade and, consequently, at lower total cash costs per
ounce. In addition, preliminary plans indicate that the materials and supplies
inventory will be consumed during this program and cash flow will support the
remaining mine values, therefore no impairment has been recorded during the
third quarter of 2003.

169

RECONCILIATION OF THE LUPIN MINE TOTAL CASH COSTS PER
EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)

EIGHT MONTHS ENDED
SEPTEMBER 30,
2003
--------------------

Operating costs per financial statements $ 32.2
Site restoration cost accruals (0.9)
Change in bullion inventory (2.9)
Operating costs not related to gold mining (5.6)
--------------------
Operating costs for per ounce calculation purposes $ 22.8
--------------------
Gold equivalent production - ounces 56,008
Total cash costs per equivalent ounce of gold $ 407

Total cash costs are non-GAAP measures. For further information on this
non-GAAP measure, please refer to the disclosure under the heading "Costs and
Expenses--Operations Summary."

Kinross' share of capital expenditures at the Lupin mine in the first
eight months of 2003, was $1.5 million with the majority of those expenditures
focused on underground development. Kinross acquired the Lupin mine on January
31, 2003, and prior to that, Kinross did not own any interest in, or operate,
the mine.

ADMINISTRATION

Administration costs include corporate office expenses related to the
overall management of the business which are not part of direct mine operating
costs. Administration expenses totaled $16.5 million in the first nine months of
2003, compared to $8.0 million in the first nine months of 2002. Administrative
expenses increased in 2003 due to the completion of the combination with TVX and
Echo Bay.

EXPLORATION AND BUSINESS DEVELOPMENT

Total exploration and business development expenditures in the first nine
months of 2003 was $18.7 million compared to $6.5 million in the first nine
months 2002.

Exploration activities in 2003 focused primarily at and around existing
operating mines and on the Kettle River - Emanuel Creek project. During the
first nine months of 2003, exploration at managed mines by Kinross focused on
the Fort Knox in-pit program as well as Gil and Ryan Lode projects and advancing
the Gold Hill project at Round Mountain. At the Musselwhite Joint Venture,
exploration efforts focused on advancing the new PQ Deeps deposit while
exploration activities on various projects continued at the Porcupine Joint
Venture in Timmins. At Kettle River a new gold zone, named the West Zone, has
been discovered in the vicinity of the Emanuel Creek deposit. To date 26 drill
holes have pierced the West Zone. A follow-up program has been designed to
define the extent and continuity of mineralized structures. During the third
quarter, drill programs were initiated on the Gurupi project in Brazil and on
the Norseman project in Australia.

DEPRECIATION, DEPLETION, AND AMORTIZATION

Depreciation, depletion and amortization totaled $108.5 million in the
first nine months of 2003 compared to $61.3 million in the first nine months of
2002. Depreciation, depletion and amortization have decreased per equivalent
ounce of gold sold to $92 in the first nine months of 2003, from $101 in the
first nine months of 2002. The 2003 decrease in depreciation, depletion and
amortization per equivalent ounce of gold sold is due to the cost of the newly
acquired assets of TVX and Echo Bay and the associated production from those
assets.

170

INTEREST EXPENSE

Interest expense totaled $0.6 million in the third quarter and $3.1
million in the first nine months of 2003, compared to $4.0 million in the first
nine months of 2002. Interest expense in the first nine months of 2003 includes
interest accrued on the debt component of the convertible debentures up to
September 29, 2003. Interest costs should decline going forward as these
convertible debentures have been redeemed and there will be no further accrual
of interest on the debt component.

INCOME AND MINING TAXES

Kinross is subject to tax in various jurisdictions including Canada, the
United States, Brazil, Russia and Chile. However, Kinross has operating losses
and other tax deductions to shelter future taxable income in Canada and the
United States. The 2003 liability arises from income taxes in Russia, Brazil,
and Chile. For details on the operating losses and other tax deductions
available to shelter future taxable income please see Note 16 to the 2002
Audited Consolidated Financial Statements of Kinross.

YEAR-END CONSOLIDATED RESULTS

Kinross' attributable gold equivalent production was 888,634 ounces in
2002, a decrease of 6% when compared to 944,803 ounces in 2001 and a decrease of
6% when compared to 2000 production of 943,798 ounces. Average total cash costs
per attribution gold equivalent ounce were $201 in 2002, compared to $193 in
2001 and $202 in 2000. Cash flow provided from operating activities in 2002 was
$62.9 million, compared to $74.5 million in 2001 and $47.8 million in 2000. Cash
flow proceed from operating activities decreased in 2002 due to lower gold
equivalent production, and a decrease in the proceeds from the restructuring of
the gold forward sales contracts when compared to 2001. In 2002, a $7.7 million
non-cash charge was recorded to increase the estimated cost of final remediation
of certain previously closed mines. This, combined with the results of
operations from the current portfolio of mines, resulted in a 2002 net loss for
the year of $30.9 million, or $0.32 per share. The 2002 loss compared to a $36.3
million, or $0.42 per share loss in 2001 and a $125.4 million, or $1.33 per
share net loss in 2000. All per share information has been adjusted to give
retroactive effect for the three for one consolidation of the common shares,
which was completed on January 31, 2003. The losses in 2001 and 2000, included
non-cash charges of $16.1 million and $72.1 million, respectively.

171

REVENUE

GOLD AND SILVER SALES

Kinross' primary source of revenue is from the sale of its gold
production. Kinross sold 848,513 ounces of gold in 2002, compared to 907,149
ounces in 2001 and 897,428 ounces in 2000. Revenue from gold and silver sales
was $261.0 million in 2002 compared to $270.1 million in 2001 and $271.0 million
in 2000. Revenue from gold and silver sales in 2002 decreased as a result of
lower gold sales due to the suspension of mining operations at the Refugio mine
in 2001. In 2002, Kinross realized $306 per ounce of gold, compared to $296 in
2001 and $298 in 2000. The average spot price for gold was $310 per ounce in
2002 compared to $271 in 2001 and $279 in 2000.

YEARS ENDED DECEMBER 31,
2002 2001 2000
--------------------------------------------------------------------------------------

Attributable gold equivalent production - ounces 888,634 944,803 943,798

Gold sales - ounces
(EXCLUDING EQUITY ACCOUNTED OUNCES) 848,513 907,149 897,428

Gold sales revenue (MILLIONS) $ 254.5 $ 251.1 $ 254.3
Gold deferred revenue realized (MILLIONS) 5.1 17.7 13.5
--------------------------------------------------------------------------------------

Total gold revenue realized (MILLIONS) $ 259.6 $ 268.8 $ 267.8
--------------------------------------------------------------------------------------

Average sales price per ounce of gold $ 300 $ 277 $ 283
Deferred revenue realized per ounce of gold 6 19 15
--------------------------------------------------------------------------------------

Average realized price per ounce of gold sold $ 306 $ 296 $ 298
--------------------------------------------------------------------------------------

Average spot gold price per ounce $ 310 $ 271 $ 279

Silver sales revenue (MILLIONS) $ 1.4 $ 1.3 $ 3.2

Included in gold equivalent production is silver production converted to
gold production using a ratio of the average spot market prices for the three
comparative years. The resulting ratios are 67.24:1 in 2002, 62.00:1 in 2001,
and 56.33:1 in 2000.

The above non-GAAP measure of average realized price per ounce of gold
sold has been calculated on a consistent basis in each period.

The calculation of average realized price per ounce of gold sold might
not be comparable to similarly titled measures of other companies.

Average realized price per ounce of gold sold is used by management to
assess profitability and cash flow of individual operations as well as to
compare with other precious metal producers.

172

INTEREST AND OTHER INCOME

Kinross invests its surplus cash in high quality, interest-bearing cash
equivalents. Interest and other income during 2002 totaled $16.9 million
compared to $9.3 million in 2001 and $14.2 million in 2000. Interest and other
income in 2002 was comprised of interest on cash deposits of $1.5 million, joint
venture management fees of $2.4 million, arbitration settlements of $10.3
million and $2.7 million of other items. This compares to 2001 interest on cash
deposits of $4.9 million, joint venture management fees of $2.2 million and
insurance settlements of $1.3 million and $0.9 million of other items. And to
2000 interest on cash deposits of $9.1 million, joint venture management fees of
$2.6 million, insurance settlements of $2.5 million. Interest income decreased
in 2002 due to substantially lower interest rates, while arbitration settlement
income increased since the Refugio arbitration claims were settled in 2002.
There are no material insurance or arbitration claims outstanding at December
31, 2002.

MARK-TO-MARKET GAIN (LOSS) ON WRITTEN CALL OPTIONS

Kinross adopted the CICA recommendations for the accounting for written
call options in 2000. The premiums received at the inception of written call
options are recorded as a liability. Changes in the fair value of the liability
are recognized in earnings. The change in fair value of the written call options
resulted in a mark to market loss of $2.7 million in 2002. This compared to a
gain of $3.5 million in 2001 and a gain of $4.1 million during 2000. Kinross
plans to reduce its written call position in 2003 by delivering gold production
into any contracts that are exercised in 2003. For details on the written call
options outstanding at September 30, 2003, are discussed in the section entitled
"Commodity Price Risks."

COSTS AND EXPENSES

OPERATING COSTS

Gold equivalent production in 2002, (excluding equity accounted ounces)
decreased by 6% when compared to 2001 production, while operating costs
decreased by 3%. Consolidated operating costs were $174.8 million in 2002
compared to $180.7 million in 2001 and $189.6 million in 2000. Total cash costs
per ounce of gold equivalent were $201 in 2002 compared to $193 in 2001 and $202
in 2000. Total cash costs per ounce of gold equivalent in 2002 improved at the
Kubaka and the Refugio mines and increased at the Porcupine Joint Venture and
the Fort Knox mines.

CONSOLIDATED PRODUCTION COSTS PER EQUIVALENT YEARS ENDED DECEMBER 31,
OUNCE OF ATTRIBUTABLE GOLD PRODUCTION 2002 2001 2000
--------------------------------------------------------------------------------

Cash operating costs $ 194 $ 186 $ 193
Royalties 7 7 9
--------------------------------------------------------------------------------

Total cash costs 201 193 202
--------------------------------------------------------------------------------

Reclamation 4 2 3
Depreciation, depletion and amortization 101 94 99
--------------------------------------------------------------------------------

Total production costs $ 306 $ 289 $ 304
--------------------------------------------------------------------------------

173

RECONCILIATION OF TOTAL CASH COSTS PER EQUIVALENT YEARS ENDED DECEMBER 31,
OUNCE OF GOLD TO CONSOLIDATED FINANCIAL STATEMENTS 2002 2001 2000
--------------------------------------------------------------------------------

(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
Operating costs per financial statements $ 174.8 $ 180.7 $ 189.6
Operating costs for attributable production 13.4 7.4 9.4
Site restoration cost accruals (3.0) (1.9) (2.7)
Change in bullion inventory (2.0) 1.5 -
Operating costs not related to gold production (4.4) (5.2) (5.4)
--------------------------------------------------------------------------------

Operating costs for per ounce calculation purposes $ 178.8 $ 182.5 $ 190.9
--------------------------------------------------------------------------------

Gold equivalent production - ounces 888,634 944,803 943,798
Total cash costs per equivalent ounce of gold $ 201 $ 193 $ 202

The above non-GAAP measure of total cash costs per ounce has been
calculated on a consistent basis in each period.

For reasons of comparability, total cash costs do not include certain
items such as property write-downs, which do not occur in all periods but are
included under GAAP in the determination of net earnings or loss.

Total cash costs per ounce are calculated in accordance with gold
industry guidelines. Total cash costs per ounce may not be comparable to
similarly titled measures of other companies. Total cash costs per ounce
information is used by management to assess profitability and cash flow of
individual operations, as well as to compare with other precious metal
producers.

174

Total cash costs per ounce of gold equivalent increased by 4% during
2002. Details of the individual mine performance are discussed in the following
sections.

PRODUCTION DATA YEARS ENDED DECEMBER 31,
ATTRIBUTABLE GOLD EQUIVALENT PRODUCTION (OUNCES) 2002 2001 2000
--------------------------------------------------------------------------------

PRIMARY OPERATIONS:
Fort Knox 410,519 411,221 362,959
Porcupine Joint Venture 189,464 156,581 140,441
Kubaka 220,972 237,162 44,641
--------------------------------------------------------------------------------
820,955 804,964 748,041
--------------------------------------------------------------------------------

OTHER OPERATIONS:
Refugio 13,047 67,211 85,184
Blanket 41,612 39,592 34,571
Denton-Rawhide 11,162 17,713 29,361
Andacollo 1,858 11,718 21,030
Hayden Hill - 1,887 9,582
Guanaco - 1,718 16,029
--------------------------------------------------------------------------------
67,679 139,839 195,757
--------------------------------------------------------------------------------
888,634 944,803 943,798
--------------------------------------------------------------------------------

TOTAL CASH COSTS PER OUNCE OF ATTRIBUTABLE YEARS ENDED DECEMBER 31,
GOLD EQUIVALENT PRODUCTION 2002 2001 2000
--------------------------------------------------------------------------------

(DOLLARS PER EQUIVALENT OUNCE OF GOLD)
PRIMARY OPERATIONS:
Fort Knox 232 07 203
Porcupine Joint Venture 201 82 209
Kubaka 133 40 139

OTHER OPERATIONS:
Refugio 186 242 300
Blanket 243 279 236
Denton-Rawhide 249 248 243
Andacollo 295 259 289
Hayden Hill - 277 240
Guanaco - 436 278
--------------------------------------------------------------------------------
201 193 202
--------------------------------------------------------------------------------

The item total cash cost per ounce is furnished to provide additional
information and is a non-GAAP measure. This measure should not be considered in
isolation as a substitute for a measure of performance prepared in accordance
with generally accepted accounting principles and is not necessarily indicative
of operating profit or cost from operations as determined under generally
accepted accounting principles. There are no differences computing operating
costs per ounce calculation purposes under U.S. GAAP. Therefore, total cash
costs per ounce computed in accordance with U.S. GAAP are unchanged from the CDN
GAAP amounts.

175

OPERATIONS--INDIVIDUAL MINE DISCLOSURE

FORT KNOX MINE (100% OWNERSHIP INTEREST), USA

Kinross acquired the Fort Knox open pit mine, located near Fairbanks,
Alaska in 1998. The Fort Knox open pit mine consists of the main Fort Knox open
pit and the True North open pit located approximately 15 kilometers northwest of
Fort Knox. Gold equivalent production in 2002 was 410,519 ounces compared to
411,221 in 2001 and 362,959 in 2000. In 2002, total cash costs were $232 per
ounce of gold equivalent compared to $207 in 2001 and $203 in 2000.

RECONCILIATION OF THE FORT KNOX TOTAL CASH COSTS
PER EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED YEARS ENDED DECEMBER 31,
FINANCIAL STATEMENTS 2002 2001 2000
--------------------------------------------------------------------------------

(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
Operating costs per financial statements $ 99.2 $ 82.9 $ 74.8
Site restoration cost accruals (1.0) (1.2) (1.3)
Change in bullion inventory (2.9) 3.3 -
--------------------------------------------------------------------------------

Operating costs for per ounce calculation
purposes $ 95.3 $ 85.0 $ 73.5
--------------------------------------------------------------------------------

Gold equivalent production - ounces 410,519 411,221 362,959
Total cash costs per equivalent ounce of gold $ 232 $ 207 $ 203

The item total cash cost per ounce is furnished to provide additional
information and is a non-GAAP measure. This measure should not be considered in
isolation as a substitute for a measure of performance prepared in accordance
with generally accepted accounting principles and is not necessarily indicative
of operating profit or cost from operations as determined under generally
accepted accounting principles. There are no differences computing operating
costs for per ounce calculation purposes under U.S. GAAP. Therefore, total cash
costs per ounce computed in accordance with U.S. GAAP are unchanged from the CDN
GAAP amounts.

The Fort Knox mine 2002-business plan called for 440,000 ounces of gold
equivalent production at total cash costs of $220 per ounce. The plan was
predicated on production from the Fort Knox open pit and supplemental feed from
the True North deposit. For 2002, production was lower than planned as a higher
percentage of lower grade Fort Knox ore was milled in the first half of the
year, as planned production from the higher grade True North mine was impacted
by poor availability of the haulage fleet and in the fourth quarter, processing
of harder than expected ore impacted production. In addition, cash production
costs were $2.9 million higher than planned primarily due to additional
maintenance costs incurred to increase equipment availability of the Fort Knox
fleet and additional contract haulage costs incurred to haul ore from the True
North mine to the Fort Knox mill. Unfortunately, production losses incurred in
the first half of 2002 due to unacceptable performance of the haulage fleet that
was not recovered during the second half of the year. A new fleet of haulage
trucks has been delivered to the mine, which should eliminate future equipment
performance issues hauling ore from the True North mine to the Fort Knox mill.

Capital expenditures at the Fort Knox operations in 2002 were $15.0
million compared to $20.2 million during 2001 and $17.6 million during 2000. The
majority of capital expenditures for 2002 were required to construct a tailings
thickener for a cost of $6.9 million, construct an additional lift on the
tailings impound dam totaling $3.2 million and capitalized exploration at the
True North and Fort Knox mines of $2.7 million. Planned capital expenditures for
2003 are estimated to be $27.0 million.

176

PORCUPINE JOINT VENTURE (49% OWNERSHIP INTEREST), CANADA

On July 1, 2002, Kinross formed a joint venture with Placer CLA. The
formation of the joint venture combined the two companies' gold mining
operations in the Porcupine district in Timmins, Ontario. The ownership of this
unincorporated joint venture is 51% Placer CLA and 49% by Kinross. The joint
venture operates pursuant to a contractual agreement and both parties receive
their share of gold output in kind. Future capital, exploration and operating
costs will be funded in proportion to each party's ownership interest. Placer
CLA contributed the Dome mine and mill and Kinross contributed the Hoyle Pond,
Nighthawk Lake, and Pamour mines, exploration properties in the Porcupine
district as well as the Bell Creek mill.

The formation of the joint venture has been accounted for as an exchange
of non-monetary assets that does not represent the culmination of the earnings
process, and accordingly, has been recorded at the carrying value of the assets
contributed. Comparative production and cost information for the first half of
2002, and for the full years ended December 31, 2001, and 2000, represent
Kinross' results from the Hoyle Pond mine.

Kinross' share of gold equivalent production was 189,464 ounces in 2002
compared to 156,581 in 2001 and 140,441 in 2000. Total cash costs were $201 per
ounce of gold equivalent in 2002, compared to $182 in 2001 and $209 in 2000.
Kinross' share of gold equivalent production for the year increased due to
higher than planned ore grade of the tonnage processed at the Bell Creek mill
before the formation of the joint venture. In addition, Kinross' 49% share of
production from the joint venture in the second half of 2002 exceeded the
comparative production in 2001. Operating costs were higher than planned in the
second half of 2002 due to unplanned maintenance on the Dome open pit equipment,
higher than planned reagent and grinding media consumption and unplanned costs
associated with the new collective bargaining agreement. Exploration
expenditures totaled $2.3 million in 2002.

The joint venture continues to assess the development of the former
Pamour mineral properties as they will form a significant part of the future
production once the current Dome mine open pit reserves have been depleted. A
feasibility study was completed in 2002 and the permitting process has
commenced. Kinross anticipates that the construction and pre-production
development will commence in 2004 after the required permits have been received.

RECONCILIATION OF THE PORCUPINE JOINT VENTURE
TOTAL CASH COSTS PER EQUIVALENT OUNCE OF GOLD YEARS ENDED DECEMBER 31,
TO CONSOLIDATED FINANCIAL STATEMENTS 2002 2001 2000
--------------------------------------------------------------------------------

(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
Operating costs per financial statements $ 38.6 $ 29.1 $ 33.7
Site restoration cost accruals (1.5) (0.2) (0.1)
Change in bullion inventory 1.5 0.7 -
Operating costs not related to gold production (0.6) (1.1) (4.2)
--------------------------------------------------------------------------------

Operating costs for per ounce calculation
purposes $ 38.0 $ 28.5 $ 29.4
--------------------------------------------------------------------------------

Gold equivalent production - ounces 189,464 156,581 140,441
Total cash costs per equivalent ounce of gold $ 201 $ 182 $ 209

177

The item total cash cost per ounce is furnished to provide additional
information and is a non-GAAP measure. This measure should not be considered in
isolation as a substitute for a measure of performance prepared in accordance
with generally accepted accounting principles and is not necessarily indicative
of operating profit or cost from operations as determined under generally
accepted accounting principles. There are no differences computing operating
costs for per ounce calculation purposes under U.S. GAAP. Therefore, total cash
costs per ounce computed in accordance with U.S. GAAP are unchanged from the CDN
GAAP amounts.

Kinross' share of capital expenditures at the Porcupine Joint Venture in
2002 was $6.7 million compared to $7.9 million during 2001 and $13.9 million
during 2000. The majority of capital expenditures for 2002 were required to
further advance the 1060 ramp at the Hoyle Pond mine, underground development
drilling at the Hoyle Pond mine, surface fleet additions and plant
modifications. Kinross' share of planned capital expenditures for 2003 are
estimated to be $6.8 million.

KUBAKA MINE (54.7% OWNERSHIP INTEREST), RUSSIA

Kinross acquired its 54.7% ownership interest in the Kubaka open pit
mine, located in the Magadan Oblast in far eastern Russia in three transactions
during 1998 and 1999. Kinross' share of gold equivalent production in 2002 was
220,972 ounces compared to 237,162 in 2001 and 244,641 in 2000. Total cash costs
were $133 per gold equivalent ounce in 2002, compared to $140 in 2001 and $139
in 2000. The Kubaka mine continues to perform exceptionally well, having
achieved the lowest total cash costs per ounce of Kinross' primary operations.
Operating costs decreased during 2002, as open pit mining operations ended in
October of 2002. Kinross has commenced processing of the low-grade stockpiles
and will supplement this with underground ore from the North High Wall, Centre
Zone and the North Vein in 2003. Based on current plans the majority of the
low-grade stockpiled ore will be processed in 2003. However, Kinross continues
to actively explore the nearby Birkachan and Tsokol deposits for additional
mineralization that will hopefully extend the life of Kubaka into 2005 and
beyond.

On December 3, 2002, Kinross entered into purchase agreements with four
of the five Russian shareholders (holding, in aggregate 44.17% of the shares of
Omolon Gold Mining Company ("Omolon"). The four shareholders agreed to tender
their shares in Omolon and Omolon agreed to pay them $43.5 million for said
shares. As at February 25, 2003, 38.17% of the shares have been tendered leaving
6.0% remaining to be tendered. Once all of the shares described above have been
tendered and cancelled, Kinross will own 98.10% of Omolon.

RECONCILIATION OF THE KUBAKA TOTAL CASH COSTS
PER EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED YEARS ENDED DECEMBER 31,
FINANCIAL STATEMENTS 2002 2001 2000
--------------------------------------------------------------------------------

(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
Operating costs per financial statements $ 28.6 $ 34.1 $ 33.7
Site restoration cost accruals (0.8) (0.4) (0.8)
Change in bullion inventory (0.1) (1.6) -
Management fees 1.6 1.0 1.1
--------------------------------------------------------------------------------

Operating costs for per ounce calculation
purposes $ 29.3 $ 33.1 $ 34.0
--------------------------------------------------------------------------------

Gold equivalent production - ounces 220,972 237,162 244,641
Total cash costs per equivalent ounce of gold $ 133 $ 140 $ 139

178

The item total cash cost per ounce is furnished to provide additional
information and is a non-GAAP measure. This measure should not be considered in
isolation as a substitute for a measure of performance prepared in accordance
with generally accepted accounting principles and is not necessarily indicative
of operating profit or cost from operations as determined under generally
accepted accounting principles. There are no differences computing operating
costs for per ounce calculation purposes under U.S. GAAP. Therefore, total cash
costs per ounce computed in accordance with U.S. GAAP are unchanged from the CDN
GAAP amounts.

Kinross' share of capital expenditures at the Kubaka operations in 2002
were $0.1 million compared to $0.4 million during 2001 and $0.1 million during
2000. Kinross' share of planned capital expenditures for 2003 are estimated to
be $1.5 million that will be utilized to acquire underground mining equipment
for the underground mining program.

REFUGIO MINE (50% OWNERSHIP INTEREST), CHILE

Kinross acquired a 50% interest in the Refugio open pit mine, located in
Chile, in 1998. Kinross' share of gold equivalent production was 13,047 ounces
in 2002 compared to 67,211 in 2001 and 85,184 in 2000. In 2002, total cash costs
were $186 per ounce of gold equivalent compared to $242 in 2001 and $300 in
2000. Production decreased in 2002 as no fresh ore was added to the leachpad and
the only production came from residual leaching. In late 2002, Kinross began an
exploration program at the Refugio mine. The purpose of the program is to
increase the reserves at Refugio to allow Kinross to revisit the project
economics in light of higher spot gold prices. Initial drilling was successful
and Kinross and its joint venture partner have decided to reopen the mine, with
production to resume in 2004. See "Business of Kinross-Recent Developments"

RECONCILIATION OF THE REFUGIO TOTAL CASH COSTS
PER EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED YEARS ENDED DECEMBER 31,
FINANCIAL STATEMENTS 2002 2001 2000
--------------------------------------------------------------------------------

(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
Operating costs per financial statements $ 3.9 $ 17.4 $ 26.4
Site restoration cost accruals - - (0.4)
Change in bullion inventory (0.5) (0.9) -
Management fees 0.1 0.2 0.4
Operating costs not related to gold production (1.1) (0.3) (0.8)
--------------------------------------------------------------------------------

Operating costs for per ounce calculation
purposes $ 2.4 $ 16.4 $ 25.6
--------------------------------------------------------------------------------

Gold equivalent production - ounces 13,047 67,211 85,184
Total cash costs per equivalent ounce of gold $ 186 $ 242 $ 300

The item total cash cost per ounce is furnished to provide additional
information and is a non-GAAP measure. This measure should not be considered in
isolation as a substitute for a measure of performance prepared in accordance
with generally accepted accounting principles and is not necessarily indicative
of operating profit or cost from operations as determined under generally
accepted accounting principles. There are no differences computing operating
costs for per ounce calculation purposes under U.S. GAAP. Therefore, total cash
costs per ounce computed in accordance with U.S. GAAP are unchanged from the CDN
GAAP amounts.

179

BLANKET MINE

The Blanket mine, located in Zimbabwe, was acquired in 1993. Gold
equivalent production in 2002 was 41,612 ounces compared to 39,592 ounces in
2001 and 34,571 ounces in 2000. Total cash costs were $243 per ounce of gold
equivalent in 2002, compared to $279 in 2001 and $236 in 2000. Gold equivalent
production increased in 2002 as milling of historic tailings that were
purchased, subject to a tonnage royalty, from a nearby mine continued for the
entire year. Inflationary pressures within Zimbabwe continued in 2002. The mine
continues to operate, and is self sustaining at present. Kinross continues to
believe that conditions will improve in Zimbabwe. Kinross commenced cost
accounting of this investment in 2002 following the write-down in 2001.
Estimated 2002 production is 35,000 gold equivalent ounces at total cash costs
similar to those incurred in 2002.

RECONCILIATION OF THE BLANKET TOTAL CASH COSTS
PER EQUIVALENT OUNCE OF GOLD TO CONSOLIDATED YEARS ENDED DECEMBER 31,
FINANCIAL STATEMENTS 2002 2001 2000
--------------------------------------------------------------------------------

(MILLIONS EXCEPT PRODUCTION IN OUNCES AND PER OUNCE AMOUNTS)
Operating costs per financial statements $ - $ 11.2 $ 8.4
Operating costs for attributable production 10.1 - -
Site restoration cost accruals - (0.1) (0.2)
--------------------------------------------------------------------------------

Operating costs for per ounce calculation
purposes $ 10.1 $ 11.1 $ 8.2
--------------------------------------------------------------------------------

Gold equivalent production - ounces 41,612 39,592 34,571
Total cash costs per equivalent ounce of gold $ 243 $ 279 $ 236

The item total cash cost per ounce is furnished to provide additional
information and is a non-GAAP measure. This measure should not be considered in
isolation as a substitute for a measure of performance prepared in accordance
with generally accepted accounting principles and is not necessarily indicative
of operating profit or cost from operations as determined under generally
accepted accounting principles. There are no differences computing operating
costs for per ounce calculation purposes under U.S. GAAP. Therefore, total cash
costs per ounce computed in accordance with U.S. GAAP are unchanged from the CDN
GAAP amounts.

OTHER OPERATIONS

In late 1999, Kinross entered into an agreement, whereby it would
contribute cash while its partner would contribute technology and the required
patents to construct an Autoclaved Aerated Concrete ("AAC") plant near Phoenix,
Arizona. Construction of the plant was completed 2001. AAC is a lightweight,
high strength building block manufactured from silica mine tailings. Activities
in 2002 and 2003 were primarily related to marketing and engineering. Kinross is
currently seeking a buyer for this operation.

Kinross has expensed start-up activities, including pre-production losses
and organizational costs as incurred.

180

SITE RESTORATION COSTS

Although the ultimate amount of reclamation and closure costs is
uncertain, Kinross estimates its closure obligations at $70.4 million based on
information currently available including preliminary closure plans and
applicable regulations. As at December 31, 2002, Kinross has accrued $57.0
million of this liability. Kinross will continue to accrue this liability on a
unit-of-production basis over the remaining reserves. In addition, Kinross plans
reclamation spending of approximately $19.0 million, which includes $4.0 million
on the TVX and Echo Bay closure properties in 2003 as part of its aggressive
plan to have as many projects as possible to post-closure monitoring by the end
of 2005.

ADMINISTRATION

Administration costs include corporate office expenses related to the
overall management of the business which are not part of direct mine operating
costs. Administration costs include the costs incurred at two offices. These
offices are the corporate office in Toronto and the United States office in Salt
Lake City. Administration expenses totaled $11.3 million in 2002, compared to
$10.1 million in 2001, and $10.4 million in 2000. The 2002 administrative
expenses increased due to increased staffing in anticipation of completing the
combination with TVX and Echo Bay.

EXPLORATION AND BUSINESS DEVELOPMENT

Total expensed exploration and business development expenditures were
$11.6 million in 2002 compared to $7.9 million in 2001 and $11.4 million in
2000. In 2002, exploration activities increased as the flow through funds raised
in late 2001 and committed for exploration were spent. Exploration activities in
2002 primarily focused around Fort Knox, the Porcupine Joint Venture, Kubaka
(Birkachan and Tsokol), and George/Goose Lake.

DEPRECIATION, DEPLETION, AND AMORTIZATION

Depreciation, depletion and amortization totaled $85.3 million in 2002
compared to $85.8 million in 2001 and $93.2 million in 2000. Depreciation,
depletion and amortization have increased per equivalent ounce of gold to $101
in 2002, from $94 in 2001 and $99 in 2000. The 2002 increase per equivalent
ounce of gold compared to 2001 was primarily due to the reduced production at
Refugio in 2002 since the Refugio mine carried a low depreciable basis. Based on
preliminary purchase accounting associated with the TVX and Echo Bay
combination, depreciation, depletion and amortization on a per ounce basis are
expected to remain at current levels in 2003.

INTEREST EXPENSE

Interest expense totaled $5.0 million in 2002, compared to $9.1 million
in 2001, and $14.3 million in 2000. Interest expense in 2002 is comprised of
$0.3 million relating to Kinross' proportionate share of interest on the Kubaka
project loan, $1.5 million of interest on the Alaskan industrial revenue bonds
and the Fort Knox capital leases, $2.6 million of interest on the debt component
of the convertible debentures and $0.6 million on other items. Interest expense
decreased in 2002 due to lower debt balances outstanding and lower interest
rates. Interest expense will continue to decrease since rates remain low and
debt balances continue to decrease as scheduled repayments are made. For further
information on Kinross' debt position, see Note 9 to the Consolidated Financial
Statements.

181

SHARE OF LOSS OF INVESTEE COMPANIES

Share of loss of investee companies totaled $0.6 million in 2002,
compared to $2.2 million in 2001, and $8.1 million in 2000. Kinross equity
accounts investments where it owns more than 20% and exercises control. During
2002, Kinross' share of the losses of these equity accounted investments was
$0.6 million, substantially less than recorded amounts in 2001 and 2000. The
2000 results included 34% of the Pacific Rim Mining Corp. ("Pacific Rim")
(formerly Dayton Mining Corporation) write-down of the Anadacolla mine. Future
statements of operations should have no reported share of loss of investee
companies as the only remaining equity accounted investment, Pacific Rim, has
been equity accounted to a zero basis.

WRITE-DOWN OF PROPERTY PLANT AND EQUIPMENT AND OTHER NON-CASH CHARGES

Impairment analysis for the operating assets consisted of comparing the
estimated undiscounted future net cash flows on an area of interest basis with
its carrying value, and when the future net cash flows are less, a non-cash
write-down is recorded. Over the past three years gold has averaged $287 per
ounce and closed the year at $343 per ounce. Subsequent to the end of 2002, gold
has continued to trade above $340 per ounce. In addition to current and
historical spot gold prices, Kinross reviewed analysts' reports and participated
in external surveys. As a result of this trend, and external survey expectations
for spot gold prices, Kinross used an assumption of $325 per ounce for gold for
impairment analysis in 2002, compared to $300 per ounce in 2001 and 2000.

Property, plant and equipment write-downs and other non-cash charges
totaled $7.7 million in 2002 compared to $16.1 million in 2001 and $72.1 million
in 2000. The 2002 write-down and other non-cash charges was required to increase
reclamation provisions at the closure properties to revised year-end estimates.
The 2001 write-down was comprised of $11.8 million relating to the Blanket mine
due to the extreme inflationary pressures within Zimbabwe, difficulty in
accessing foreign currency to pay for imported goods and services, and civil
unrest. The balance of the 2001 write-down was on other non-core closure
properties. The 2000 write-down was comprised of $36.1 million relating to the
Refugio mine due to the decision to suspend operations and place the operations
on care and maintenance, and the balance on other non-core development and
closure properties.

The details of the asset write-downs are presented in Note 15 to the
Consolidated Financial Statements.

WRITE-DOWN OF OTHER INVESTMENTS

Kinross has various investments in resource-related companies at December
31, 2002, totaling $11.8 million. In 2002, Kinross recorded a mark-to-market
loss of $0.2 million of its marketable securities portfolio to reflect current
market values of certain investments. There were no non-cash write-downs of
long-term investments in 2002 or 2001, compared to $13.1 million in 2000. In
light of the then current market conditions of resource-related equities and the
poor performance of its equity accounted investments, Kinross determined in 2000
that a permanent impairment in value had occurred, and wrote these investments
down to their estimated quoted market value.

INCOME AND MINING TAXES

Kinross is subject to tax in various jurisdictions including Canada, the
United States, Russia, Zimbabwe, Brazil and Chile. However, Kinross has
substantial operating losses and other tax deductions to shelter future taxable
income. The 2002 liability arises from income taxes in Russia and federal large
corporations tax in Canada. For a detailed income tax reconciliation, see Note
16 to the Consolidated Financial Statements.

182

LIQUIDITY AND FINANCIAL RESOURCES

OPERATING ACTIVITIES

NINE MONTHS ENDED SEPTEMBER 30, 2003

Cash flow provided from operating activities in the first nine months of
2003 was $81.7 million compared to $48.5 million in 2002. Cash flow proided from
operating activities increased in 2003 due to higher gold equivalent production
as a result of the completion of the business combination with TVX and Echo Bay
and higher realized gold prices per ounce of gold sold.

FISCAL YEAR ENDED DECEMBER 31, 2002

Cash flow provided from operating activities was $62.9 million in 2002
compared to $74.5 million in 2001 and $47.8 million in 2000. The 2002 cash flow
from operating activities was positively affected by higher sales prices per
ounce of gold sold. The 2002 cash flow from operating activities was used to
finance capital expenditures and service existing debt.

In 2003, at budgeted gold prices of $325 per ounce, Kinross anticipates
having adequate cash flow provided from operating activities to fund planned
capital expenditures and scheduled repayments of long-term debt.

FINANCING ACTIVITIES

NINE MONTHS ENDED SEPTEMBER 30, 2003

On August 28, 2003, Kinross issued 23.0 million common shares for gross
proceeds of CDN $213 million. After giving effect to the closing of the
offering, the total number of common shares outstanding was approximately 338.4
million. The net proceeds from the offering were used to redeem Kinross'
outstanding 5.5% convertible unsecured subordinated debentures. The principal
amount of the convertible debentures was CDN $195.6 million. The convertible
debentures were redeemed on September 29, 2003.

The debt component of convertible debentures was reduced by $4.2 million
during the first nine months of 2003 compared to $3.8 million during the first
nine months of 2002. Long-term debt repayments were $10.0 million during the
first nine months of 2003 compared to $12.4 million during 2002. Long-term debt
repayments consisted of scheduled repayments under various capital leases the
Kubaka project debt and repayment of a $3.8 million loan for E-Crete.

No dividends were declared or paid to the holders of the convertible
preferred shares of subsidiary company Kinam Gold Inc. in 2003 or 2002.

Kinross had unrestricted cash and cash equivalents of $141.2 million and
restricted cash of $5.2 million at September 30, 2003. This restricted cash is
associated with cash deposits that were made by Echo Bay to secure letters of
credit for various financial assurance requirements. On February 27, 2003,
Kinross entered into a credit facility for $125.0 million with a maturity date
of December 31, 2005. At the end of the third quarter, letters of credit had
been issued to replace all of the old financial assurance. Some state agencies
have not released the old financial assurance they were holding, causing
restricted cash for longer than had been anticipated. The remaining restricted
cash is expected to be released during the fourth quarter of 2003.

As at September 30, 2003, Kinross' long-term debt was $30.7 million
consisting of $25.0 million of Fort Knox industrial revenue bonds, $2.8 million
relating to the Kubaka project financing, and various capital leases and other
debt of $2.9 million. The current portion of the long-term debt is $19.6
million, which includes $15.0 million of repayments on the industrial revenue
bonds, which is not mandatory, but planned.

183

FISCAL YEAR ENDED DECEMBER 31, 2002

During 2002, Kinross issued 24.3 million common shares and 25.0 million
common share purchase warrants (three warrants and CDN $15.00 are required to
purchase one common share) for net proceeds of $111.6 million, and 0.3 million
common shares for net proceeds of $1.2 million pursuant to the employee share
incentive plan. During 2001, Kinross issued 8.1 million common shares valued at
$23.2 million to acquire 945,400 convertible preferred shares of a subsidiary
company. In addition, in 2001, Kinross issued 1.4 million common shares for cash
consideration of $4.6 million pursuant to a private placement, issued 1.3
million common shares valued at $3.8 million to acquire mining properties, and
issued 0.4 million common shares valued at $0.8 million pursuant to the employee
share incentive plan. During 2000, Kinross issued 0.7 million common shares for
cash consideration of $1.4 million pursuant to a private placement, issued 0.7
million common shares for proceeds of $1.8 million pursuant to the employee
share incentive plan and repurchased 1.2 million common shares pursuant to a
normal course issuer bid for $5.3 million of cash. All of the share amounts have
been retroactively adjusted for the three for one consolidation that was
completed on January 31, 2003.

The debt component of convertible debentures was reduced by $5.1 million
during 2002 compared to $5.4 million during 2001 and $4.9 million during 2000.
Long-term debt repayments were $28.5 million in 2002 compared to $46.5 million
during 2001 and $26.4 million during 2000.

Kinross did not declare nor pay any dividends to the holders of the
convertible preferred shares of subsidiary company in 2002 or 2001. Dividends
paid on the convertible preferred shares of subsidiary company in 2000, before
suspension in August 2000 were $3.4 million.

Kinross completed an equity offering in February 2002, and issued 7.7
million common shares from treasury for net proceeds of $18.5 million. The
majority of funds raised were used to complete a $16.00 per share cash tender
offer for the convertible preferred shares of a subsidiary company owned by
non-affiliated shareholders. The tender offer process closed on April 4, 2002,
with 670,722 convertible preferred shares of subsidiary company tendered leaving
223,878 or 12.2% outstanding to non-affiliated shareholders. In 2001, Kinross
acquired 945,000 convertible preferred shares of subsidiary company by issuing
from treasury 8.1 million common shares of Kinross valued at $23.2 million.
Included in the carrying value of the Kinam preferred shares, as at December 31,
2001, is an accrual of $2.2 million that represents the cumulative unpaid
dividends to the minority holders.

Kinross has restricted cash of $21.1 million at December 31, 2002. The
restricted cash is derived from two sources, the first being $8.9 million of
cash securing letters of credit issued in excess of the maximum allowable under
the credit facility. While the remaining $12.2 million represents Kinross' share
of restricted cash subject to a court ordered freeze in Russia. The court
ordered freeze was as a result of challenges brought against Omolon alleging
that the original issuance of shares was flawed and therefore, null and void. On
January 8, 2003, the claim was dismissed and the restrictions on cash were
released.

As at December 31, 2002, Kinross had a $30.0 million operating line of
credit in place with a bank syndicate, which is utilized for letters of credit
purposes. As at December 31, 2002, $38.5 million of letters of credit were
issued under this facility, requiring Kinross to restrict $8.9 million of cash.
On February 27, 2003, Kinross entered into a new credit facility for $125.0
million with a maturity date of December 31, 2005. The credit facility is
secured by Kinross' Fort Knox mine and shares in various wholly owned
subsidiaries. The purpose of the credit facility is to issue letters of credit
to various regulatory agencies to satisfy its financial assurance requirements
to which Kinross is subject.

As at December 31, 2002, Kinross' long-term debt consists of $2.6 million
relating to the Kubaka project financing, $25.0 million of Fort Knox industrial
revenue bonds and various capital leases, and other debt of $8.6 million. The
current portion of the long-term debt is $23.3 million. For details of the
various components of long-term debt, see Note 9 to the Consolidated Financial
Statements.

184

INVESTING ACTIVITIES

NINE MONTHS ENDED SEPTEMBER 30, 2003

Capital expenditures were $52.3 million in the first nine months of 2003
compared to $18.1 million in the first nine months of 2002. Capital expenditures
were spread fairly evenly across all of the operating mines. Capital
expenditures were financed out of cash flow from operating activities.

The business combination between Kinross, TVX, and Echo Bay required
Kinross to utilize $81.4 million of its cash reserves, net of the cash reserves
acquired from TVX and Echo Bay and $4.2 million of cash was utilized for
miscellaneous items including $2.5 million of fees (including legal) associated
with the new credit facility.

Kinross decreased its restricted cash by $37.4 million during the first
nine months of 2003. This decrease includes the change from Kinross' restricted
cash at December 31, 2002, and the change in restricted cash acquired on January
31, 2003, from TVX and Echo Bay.

Since January 2003, the Stratoni lead/zinc mine located in Greece, owned
by TVX Hellas, a subsidiary of Kinross, has been shut down. On December 10,
2003, the Greek government unilaterally terminated the contract pursuant to
which two subsidiaries of Kinross, TVX and TVX Hellas S.A., held title to the
Hellenic Gold Properties, and invited them to enter into a settlement agreement.

A settlement agreement was then executed on December 12, 2003, pursuant
to which the Greek government agreed to pay 11 million euros to TVX Hellas and
mutual releases from all claims were given by each party to the other. The
settlement agreement is subject to approval by the Greek Parliament, which has
not yet been obtained. TVX Hellas has agreed to augment the 11 million euros to
be received, with an additional 11 million euros, and to contribute all such
amounts in full satisfaction of all labor and trade liabilities of TVX Hellas.

In the event that the settlement agreement is not ratified by the Greek
Parliament and negotiations break down, TVX Hellas may have significant
obligations, including severance, environmental and contractual liabilities.

FISCAL YEAR ENDED DECEMBER 31, 2002

Capital expenditures decreased by 26% in 2002 as $22.6 million was spent
on capital additions, compared to $30.4 million in 2001, and $41.6 million in
2000. The 2002 capital expenditures focused primarily on the Porcupine Joint
Venture and Fort Knox operations, with 96% of total capital expenditures
incurred at these two mines. Capital expenditures at the Porcupine Joint Venture
in 2002 were required to further advance the 1060 ramp at the Hoyle Pond mine,
underground development drilling at the Hoyle Pond mine, surface fleet
additions, and plant modifications at the Dome mine. At the Fort Knox mine, the
majority of capital expenditures for 2002 were required to construct a tailings
thickener for a cost of $6.9 million, construct an additional lift on the
tailings impound dam totaling $3.2 million, and capitalized exploration at the
True North and Fort Knox mines of $2.7 million. Capital expenditures were
financed out of cash flow from operating activities. Planned capital
expenditures including additions to the newly acquired TVX and Echo Bay mines
are estimated at $74.0 million in 2003 and are to be funded from cash flow from
operating activities and current cash reserves.

EXPORT PREPAYMENT CONTRACTS

A Brazilian Central Bank program enables exporters to borrow U.S.
dollars, which are then immediately reinvested at rates in excess of those on
the loans.

Kinross' Brasilia joint venture participates in this program and entered
into contracts during 2000 and 2001 that were immediately assigned to a
Brazilian bank holding the amounts put on deposit. The amounts on deposit were
referred to as export prepayment contracts on the TVX balance sheet. The joint
venture received a premium instead of a higher interest rate on the amounts on
deposit. Under the terms of the related contracts, the bank would make all
repayments of principal and interest on the export loans as they become due.

The joint venture received a premium of $1.9 million in 2001 and $1.8
million in 2000. The premiums are included in accounts payable on the TVX
balance sheet and recognized over the term of the corresponding commitment to
conduct export activities. The premiums included in accounts payable total $1.3
million as at September 30, 2003 and $1.8 million as at December 31, 2002
(2001--$2.5 million).

185

During 2002, under an Amended and Restated Debt Assumption Agreement,
TVX's long-term debt in an amount of $67.0 million was legally extinguished.
Consequently, the debt and the related export prepayment contract balances were
removed from the consolidated balance sheet in a non-cash transaction.

CONTRACTUAL OBLIGATIONS

Payments due by Period
--------------------------------------------------------------------------------------------------------------------------
Contractual Obligations Total 2003 2004 2005 2006 2007 2008+
--------------------------------------------------------------------------------------------------------------------------

Long-term debt obligations $ 27.7 $ - $ 27.8 $ - $ - $ - $ -
Capital (finance) lease obligations 3.0 0.6 1.4 1.0 - - -
Operating lease obligations 10.1 0.8 3.0 3.0 2.6 0.7 -
Purchase obligations 2.3 0.2 2.1 - - - -
Other long-term liabilities reflected
on 6.4 - 3.4 0.5 0.5 - 2.0
------- ------- ------- ------- ------- ------- -------
Kinross balance sheet under CDN GAAP
TOTAL $ 49.5 $ 1.6 $ 37.7 $ 4.5 $ 3.1 $ 0.7 $ 2.0
======= ======= ======= ======= ======= ======= =======

CRITICAL ACCOUNTING POLICIES

The preparation of Kinross' consolidated financial statements in
accordance with CDN GAAP requires management to make estimates and assumptions.
These estimates and assumptions affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, as well as the reported amount of revenues and
expenses during the reporting period. The most critical accounting policies upon
which Kinross' financial status depends are those requiring estimates of proven
and probable reserves, recoverable ounces therefrom, and assumptions of future
gold prices. Such estimates and assumptions affect the value of inventories and
the potential impairment of long-lived assets. These estimates and assumptions
also affect the rate at which depreciation, depletion and amortization are
charged to earnings. Commodity prices significantly affect Kinross'
profitability and cash flow. In addition, management estimates costs associated
with reclamation of mining properties as described above. On an ongoing basis,
management evaluates its estimates and assumptions; however, actual amounts
could differ from those based on such estimates and assumptions.

BUSINESS RISKS AND MANAGEMENT

The operations of Kinross are speculative due to the high-risk nature
associated with the operation, exploration and development of mineral
properties. Certain of the risk factors listed below are related to the mining
industry in general while some are specific to Kinross. Included in the risk
factors below are details on how Kinross mitigates these risks wherever
possible.

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
expenses 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, 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 which Kinross cannot or may not
elect to insure against. The potential costs which could be associated with any
liabilities not covered by

186

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.

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, Greece, Chile, Australia and Zimbabwe
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, increase costs,
cause a reduction in levels of production and/or delay or prevent 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. Kinross estimates its share
of reclamation closure obligations at $70.4 million based on information
currently available. As at December 31, 2002, Kinross has accrued $57.0 million
of this liability. Kinross will continue to accrue this liability on a
unit-of-production basis over the remaining reserves. Kinross mitigates this
risk by performing reclamation activities concurrent with production. In
addition, planned spending on closure properties of approximately $15.0 million
in 2003 is part of an aggressive plan to bring the majority of the closure
projects to post closure monitoring by the end of 2005.

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 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. 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.

187

RESERVE ESTIMATES

The figures for reserves presented 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 writedown of the asset or to discontinue development or production.
Moreover, short-term operating factors relating to the reserves, such as 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 calculated based upon a gold price of $300 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 reduce materially
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, increased net losses and reduced 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
material downward or upward revision of current estimates.

OPERATIONS OUTSIDE OF NORTH AMERICA

Kinross has mining operations in Russia, Brazil, Chile and Zimbabwe and
is conducting certain of its exploration and development activities in Russia,
Zimbabwe and Australia. There is no assurance that future political and economic
conditions in these countries will not result in these 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,
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 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, transactions may be challenged by tax
authorities 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 effective communications with the Russian regulators.

188

In addition, the economies of the countries of Russia, Brazil, Chile or
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, Greece, Chile, Zimbabwe,
Australia, 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

JOINT VENTURES

Upon completion of the combination, Kinross will have ownership in eight
mines that 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 ventures. In addition,
Kinross may be unable to exert influence over strategic decisions made in
respect of such properties.

189

ROYALTIES

Kinross' mining properties are subject to various royalty and land
payment agreements. Failure to meet payment obligations under these agreements
could result in the loss of related property interests. However, the royalty and
land payment obligations to which Kinross' properties are subject are not
material except for its Kubaka property. In 2001, the Kubaka mine was subject to
total royalty and production based taxes of 11.8%.

For other discussions on commitments and contingencies, see Note 22 to
the Consolidated Financial Statements.

STRATEGY

Kinross' strategy is to increase shareholder value through increases in
long-term cash flow, production and earnings per share. Kinross' strategy
consists of optimizing the performance and therefore the value of existing
mines, investing in quality projects and looking for additional accretive
acquisitions.

The first component of this strategy is addressed as Kinross continues to
enhance the performance of existing assets that it operates through its
continuous improvement program. The continuous improvement program focuses on
productivity improvements and cost-cutting initiatives that add value by
improving cash flow and earnings per share. One major initiative in 2002
consisted of the construction of a tailings thickener at the Fort Knox mine. The
benefits of this capital program will be to reduce consumption of reagents and
nominally improve recovery leading to lower total cash costs per ounce produced.

The second component of this strategy is the value created by investing
in quality projects. In late 2002, with continued strength in gold prices,
Kinross began a major drilling program at the Refugio mine. This program was
successful and in December 2003, the joint venture partners announced their
decision to recommence mining at Refugio in 2004. In addition, 2003 included
exploration activities surrounding the Kubaka mine and the development of the
Emanuel Creek deposit at the Kettle River mine. All of these programs are
designed to add value by extending mine life.

The third component of this strategy is to increase value through
accretive acquisitions. On January 31, 2003, Kinross completed a business
combination with TVX and Echo Bay. This combination created a larger, stronger
senior gold company. Kinross is proceeding with the integration of these newly
acquired assets and looks to add further value through productivity
improvements, cost-cutting initiatives and investing in the quality projects
acquired.

OUTLOOK

As at September 30, 2003, Kinross has $141.2 million of unrestricted cash
and $5.2 million of restricted cash, which should become unrestricted during the
fourth quarter. These cash reserves combined with TVX's and Echo Bay's year-end
cash reserves and the restricted cash released early in 2003, provide ample cash
to pay for the TVX Newmont J/V, the outstanding transaction costs and the
increase in ownership of Omolon. Cash balances have increased due to positive
results at operations. Kinross was able to issue equity, and the proceeds were
applied to redeem 100% of the convertible debentures. Kinross will continue to
focus on improving operational profitability and maximizing the benefit of our
investment in quality projects.

190

Kinross' prudent fiscal management over the past few years of low gold
prices has positioned Kinross to be a beneficiary of the improved gold price
environment. Kinross has a strong balance sheet with low debt and ample cash to
fund exploration and capital programs that will allow Kinross to continue on its
growth path. Kinross' current plans include the recommencement of operations at
Refugio, if approved, the recommencement of operations at Kettle River (acquired
from Echo Bay pursuant to the combination) and the development of the Birkachan
satellite deposit near the Kubaka processing plant in Russia. All of this can be
accomplished in a $325 per ounce gold price environment without incurring any
additional long-term debt.

The forward-looking statements included in this MD&A involve various
risks and uncertainties and are based upon assumptions that Kinross considers
reasonable, but could be incorrect. Factors that could cause actual results to
differ from those included in the forward-looking statements are identified
under the Business Risks and Management section, which is included in this MD&A.

191

--------------------------------------------------------------------------------

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 $25 increase and decrease in the gold price.

The financial forecast Kinross uses covers the life of the mine. In each
year gold is produced according to the mine plan, the production is 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.

Kinross manages its exposure to fluctuations in commodity prices, foreign
exchange rates and interest rates by entering into derivative financial
instrument contracts in accordance with the formal risk management policies
approved by Kinross' Board of Directors. Kinross does not hold or issue
derivative contracts for speculative or trading purposes.

COMMODITY PRICE RISKS

Kinross' revenues are derived primarily from the sale of gold production.
The price of gold averaged $354 per ounce for the nine months ended September
30, 2003 with a closing London A.M. fix of $388 on September 30, 2003 and $310
per ounce for the year ended December 31, 2002 with a closing London P.M. fix of
$343 for the year. The key factors influencing the gold market included a
weakness in the U.S. dollar, equity market declines, increased tension in Iraq
and North Korea, a significant decrease in net producer hedging, and increased
investor interest as indicated by the large net long position reported.

The profitability of any gold mining operations in which Kinross has an
interest and Kinross net income 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 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 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 cash operating costs,
production may be discontinued.

At various times, in response to market conditions, Kinross has entered
into gold forward sales contracts and spot deferred forward sales contracts and
written call options for some portion of expected future production to mitigate
the risk of adverse price fluctuations. Due to the increase in gold prices it is
Kinross' plan to deliver into these financial instruments and not replace them
thereby increasing its exposure to changes in gold prices.

Kinross does not hold these financial instruments for speculative or
trading purposes. Kinross is not subject to margin requirements on any of its
hedging lines.

192

The outstanding number of ounces, average expected realized prices and
maturities for the gold commodity derivative contracts as at September 30, 2003
were as follows:

OUNCES AVERAGE CALL OPTIONS AVERAGE
YEAR OF DELIVERY HEDGED PRICE SOLD STRIKE PRICE
---------------- ------ ----- ---- ------------

2003 20,000 $ 274 50,000 $ 300
2004 137,500 277 50,000 340
2005 37,500 296 - -
-------------- -------------- ------------------ -----------------
Total 195,000 $ 281 100,000 $ 320
============== ============== ================== =================

The fair value of the call options sold is recorded in the financial
statements at each measurement date. The fair value of the gold forward sales
and spot deferred forward sales contracts, as at September 30, 2003 was negative
$21.4 million based on a gold price of $388. As at December 31, 2002, based on a
year-end gold price of $343 per ounce, the mark-to-market value of Kinross' gold
forward sales contracts and gold spot deferred forward sales contracts was
negative $20.3 million.

Based on Kinross' projected 2003 sales volumes, including sales from TVX
and Echo Bay, each $10 per ounce change in the average realized price on gold
sales would have an approximate $15.0 million impact on revenues and pre-tax
earnings.

Mine operating costs include costs associated with the consumption of
fuel to power generating plants and operate mining equipment. Kinross consumes
approximately 89.0 million liters of diesel fuel annually throughout its
worldwide operations. Based on Kinross' projected 2002 consumption, including
consumption from the TVX and Echo Bay mines, a 10% change in crude oil prices
would have an approximate $2.0 million impact on operating costs and pre-tax
earnings.

FOREIGN CURRENCY EXCHANGE RISK

Kinross, TVX, and Echo Bay conduct the majority of their operations in
the United States, Russia, Canada, Brazil and Chile. Currency fluctuations
affect the cash flow that Kinross will realize from its operations as gold is
sold in the United States. 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. Kinross' cash and
cash equivalent balances are held in U.S. and Canadian dollars; holdings
denominated in other currencies are relatively insignificant.

RUSSIAN RUBLES

Kinross operates the Kubaka mine in Russia. Upon completion of the
acquisition by Omolon and cancellation of said shares owned by the Russian
shareholders as described under the section entitled "Kubaka Mine," Kinross
estimates 2003 Russian ruble payments for operating, exploration, royalty
expenses, and income taxes of 606.7 million Russian rubles at an exchange rate
of 33.0 rubles to one U.S. dollar. A 10% change in the exchange rate could
result in an approximate $1.8 million change in Kinross' pre-tax earnings.

CHILEAN PESOS

Kinross operates the Refugio mine, while TVX is a partner to the La Coipa
mine, both located in Chile. Upon completion of the combination, Kinross
estimates 2003 Chilean peso payments for operating, exploration, royalty
expenses and income taxes of 13.1 billion Chilean pesos at an exchange rate of
700 pesos to one U.S. dollar. A 10% change in the exchange rate could result in
an approximate $1.9 million change in Kinross' pre-tax earnings.

BRAZILIAN REALS

TVX is a partner to the Brasilia and Crixas mines, both located in
Brazil. Upon completion of the combination, Kinross estimates 2003 Brazilian
real payments for operating, exploration, royalty expenses and

193

income taxes of 74.5 million Brazilian reals at an exchange rate of 3.50
Brazilian reals to one U.S. dollar. A 10% change in the exchange rate could
result in an approximate $2.1 million change in Kinross' pre-tax earnings.

CANADIAN DOLLARS

Kinross and Echo Bay have Canadian dollar denominated operating,
exploration, administrative, and interest expenses. Kinross and Echo Bay have
hedged $45.0 million of this exposure for 2003 at average exchange rates of
Canadian $1.575 per U.S. dollar. Upon completion of the combination and
excluding hedging contracts described above, and assuming 2003 Canadian dollar
payments of $131.0 million dollars at an exchange rate of Canadian $1.50 per
U.S. dollar, a 10% change in the exchange rate could result in an approximate
$7.8 million change in Kinross' pre-tax earnings.

As of September 30, 2003, Kinross had Canadian dollar denominated
operating, exploration, administrative, and interest expenses. As of September
30, 2003, Kinross had hedged $33 million of these costs at an average rate of
CDN 1.4227 per U.S. dollar for the balance of 2003, 2004, and 2005.

INTEREST RATE RISK

Kinross has no interest rate swaps outstanding at December 31, 2002. At
December 31, 2002, Kinross carries $31.4 million of variable rate debt, all
denominated in U.S. dollars. Interest expense would change by approximately $0.3
million for every one percent change in interest rates.

ENERGY PRICE RISK

Kinross is exposed to changes in crude oil prices as a result of diesel
fuel consumption, primarily at its Fort Knox and Kubaka mines. The potential
fluctuations in crude oil prices could have a significant impact on the cost of
producing gold and the profitability of Kinross. This risk is reduced, from time
to time, through the use of crude oil forward purchase contracts to lock in
firmly committed future operating costs.

As at September 30, 2003, and December 31, 2002, Kinross had no hedging
agreements in place to purchase fuel. As at December 31, 2001, Kinross had
agreements to buy 28,500 barrels of crude oil forward at a price of $20.83 per
barrel.

CREDIT RISK MANAGEMENT

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 September 30, 2003, Kinross' gross credit
exposure was $28.4 million.

FAIR VALUES OF FINANCIAL INSTRUMENTS

Carrying values for primary financial instruments, including cash and
cash equivalents, bullion settlements and other accounts receivable, marketable
securities, accounts payable and accrued liabilities, approximate fair values
due to their short-term maturities. The carrying value for long-term debt (other
than convertible debentures and redeemable retractable preferred shares)
approximates fair value primarily due to the floating rate nature of the debt
instruments.

194

Fair value estimates for derivative contracts are based on quoted market
prices for comparable contracts and represent the amount Kinross would have
received from, or paid to, a counterparty to unwind the contract at the market
rates in effect at September 30, 2003. The following table represents the fair
value (loss) relating to derivative contracts outstanding as at September 30,
2003.

------------------------------------------------------------------------

Gold and silver forward sales contracts(1) $ (21.4)
Foreign currency contracts(2) 1.4

-------------------------
(1) Based on a spot gold price of $388 per ounce at September 30,
2003.
(2) Based on a Canadian Dollar exchange rate of 1.3504 at September
30, 2003.

The fair value of written call options is recorded in the financial
statements at each measurement date.

195

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THE MERGER

--------------------------------------------------------------------------------

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.

The Crown common stock will be converted into Kinross common shares on
the basis of 0.2911 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 0.2911 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 merger. 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.

On December 8, 2003, the Crown Board of Directors took action, as
permitted under the Crown 2002 Stock Incentive Plan, so that conditional upon
the completion of the merger as contemplated by the merger agreement, all
options to purchase Crown common stock not exercised as of the effective time of
the merger will be terminated on three days notice of the completion of the
merger.

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

On May 3, 2002, a meeting was held between Chris Herald, Crown's Chief
Executive Officer and Bob LeClerc, 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 ("Buckhorn Mountain Project")
with Echo Bay's Kettle River mine ("Kettle River"), 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.

196

In May and June of 2002, various discussions and negotiations regarding a
confidentiality agreement, primarily through telephone and fax, occurred between
Mr. Herald and Mr. LeClerc. 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 for a possible transaction.

On June 10, 2002, Kinross, Echo Bay, and TVX announced an agreement to
combine their respective business, with Kinross being the surviving parent
corporation.

On June 18, 2002, Crown and Echo Bay executed a confidentiality
agreement, allowing the parties to review each other's confidential information.

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.

On August 29, 2002, Mr. Herald and Mr. LeClerc held telephone discussions
regarding a possible Buckhorn Mountain Project and Kettle River business
combination. 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' 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 mine.

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 President and Chief Executive Officer, John Ivany, its Executive
Vice-President and General Counsel, Rod Cooper, its Director of Technical
Services, Gordon McCreary, its 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, Vice-President-Finance and Chief Financial Officer,
Chris Hill, Treasurer, and Jerry Danni, Vice-President of Environmental Affairs.

In March, 2003, the parties held several telephone discussions regarding
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.

197

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 of how Kinross and Crown might move forward toward a
transaction, but it was decided that the concepts were 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, the parties held several telephone
discussions regarding 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.

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
Washington State Department of Ecology. 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 BLM.
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, Mr. Rasmussen and Robert Taylor, Kinross' General
Manager at Kettle River. The meeting took place at the Kettle River mine
offices. The parties discussed the potential for a transaction with Crown and
reviewed Kettle River information relevant to Kinross' financial analysis of
Crown. After the meeting, Wayne Zigarlick, Kinross' Mill Manager at Kettle River
and Dave Riggleman, Kinross' Operations Manager at Kettle River, were informed
of the potential transaction, since their input would be required to finalize
the financial analysis. An additional 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. Later that day, Sue Davis, Kinross' Human Resources Manager at
Kettle River provided historical employment numbers for the Kettle River
operations to Mr. Morgenthaler. Mr. Dan Hussey, Kinross' Chief Geologist at
Kettle River was informed of the discussions regarding 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

198

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.

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. Prior to the meeting, Mr. Caldwell had forwarded
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. 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.
Both parties agreed that they were close on the principal terms and to proceed
toward an agreement, but that further consideration on the exact terms would be
required. 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 9, 2003.

On November 11, 2003, Crown entered into the Echo Bay Minerals toll
milling agreement relating to the milling of ore produced at the Buckhorn
Mountain Project. See "Business of Crown--Recent Developments."

REASONS FOR THE MERGER--ADVANTAGES AND DISADVANTAGES

KINROSS

In connection with the toll milling agreement, Kinross will restart the
Kettle River mill in 2004 to process ore from the newly discovered Emanuel Creek
deposit. The merger with Crown will provide Kinross with an opportunity to more
effectively utilize the Kettle River mill.

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 Buckhorn Mountain Project and Emanuel Creek
operations to produce gold

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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.

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 "Kinross--Business of Kinross" and "Risk Factors."

CROWN

The board of directors of Crown has unanimously approved the adoption of
the merger agreement and the transactions contemplated thereby and recommends
that the transaction be approved by the Crown shareholders.

In reaching its determination, the board of directors of Crown considered
the following material factors:

o the terms and conditions of the merger agreement, including the
amount of total consideration to be paid by Kinross to the
security holders of Crown;

o the distribution of the Solitario common stock to the Crown
shareholders so that the Crown shareholders would continue to hold
an interest in Solitario;

o the difficulties that Crown had faced in obtaining financing from
other sources;

o the expectation that the merger will be treated as a tax-free
merger for United States federal income tax purposes;

o the regulatory approvals required to consummate the merger;

o the fixed nature of the consideration to be paid by Kinross to the
Crown shareholders;

o The elimination of the uncertainty relating to the time and
expense to permit and develop the Buckhorn Mountain Project;

o The limited financial resources of Crown and the need to raise
significant funds to develop the Buckhorn Mountain Project;

o The wide distribution and liquidity of Kinross common shares
including trading on the NYSE and TSX; and

o The limited market for shares of Crown's common stock which
currently trade on the OTC Bulletin Board.

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 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 is not intended to be complete, although it does include 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.

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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 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 Mr.
Jones and Mr. Herald, and one and one-half times (1 1/2) their annual salary in
the case of Mr. Maronick, Mr. 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 2004 year:

Mr. Jones: $245,000
Mr. Herald: $362,500
Mr. Maronick: $150,000
Mr. Hunt: $132,000
Ms. Mino: $120,000

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STOCK OPTIONS

The acquisition agreement provides that Crown's Board of Directors will
take action as permitted under the Crown 2002 Stock Incentive Plan so that all
options to purchase Crown common stock will either be exercised or terminated
prior to the effective time of the merger. Each Crown share issued upon exercise
of an option will be treated like all other Crown shares and converted into
0.2911 of a Kinross common share upon completion of the merger. All of the
options to purchase Crown shares are exercisable at $0.40 per share. The number
of options to purchase Crown common shares held by its officers and directors,
and the number of Kinross common shares into which such options are convertible,
are as follows:

Name Options Shares of Kinross
---- ------- -----------------

Steven Webster 225,000 65,498
Christopher Harte 175,000 50,943
Christopher Herald 850,000 247,435
Mark Jones 175,000 50,943
Brian Labadie 225,000 65,498
F. Gardner Parker 200,000 58,220
Ronald Shorr 175,000 50,943
James Maronick 530,000 154,283
Walt Hunt 500,000 145,550
Debbie Mino 150,000 43,665

REGULATORY APPROVALS REQUIRED

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

The following is a brief summary of the rights of holders of Crown common
stock to dissent from the merger and receive cash equal to the fair value of
their Crown common stock. This summary is not exhaustive, and you should read
the applicable sections of Chapter 23B.13 of the WBCA, which is attached to this
Proxy Statement/Prospectus as Appendix C.

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. You should also
consult your legal counsel. If you do not fully and precisely satisfy the
procedural requirements of Washington law, you may lose your dissenters' rights.

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

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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;

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 9, 2003) and requires certification of the
date the shareholder, or the beneficial owner on whose behalf the
shareholder dissents, acquired the Crown common stock or an
interest in it;

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 9, 2003, 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.

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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 Crown's estimate of the fair value of the shares and a brief
description of the methods used to reach those estimates;

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 before October 8, 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.

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

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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 time 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. The 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 specific instructions regarding the delivery of existing
certificates in exchange for the issuance of new certificates. The exchange
agent can be contacted at Computershare Trust Company of New York, telephone
(____) ----------.

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.

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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, subject to regulatory approval in the
case of Quebec, 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 (12 months in the case of
Quebec);

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;

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 certain disclosures are made to the applicable Canadian securities
authorities (which Kinross will make promptly following the
effective date of the merger);

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

--------------------------------------------------------------------------------

THE MERGER AGREEMENT

The following is a description of the material provisions of the merger
agreement, a copy of which is attached to this proxy statement/ prospectus as
Annex A. 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 rights of appraisal under Washington law) will have the
right, with respect to each of their shares of Crown common stock, to receive
0.2911 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 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.

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

208

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

The merger agreement contemplates that all or some portion of the common
stock of Solitario held by Crown may be distributed prior to the effective time
of the merger. Crown has agreed to use its commercially reasonable efforts to
cause Solitario to make all filings and obtain all regulatory approvals required
by the Securities Act, the Exchange Act, Canadian securities laws and rules of
the TSX in connection with the distribution by Crown of the Solitario Common
Stock to the shareholders of Crown and to reasonably cooperate in providing all
information to Solitario necessary to complete such filings.

TREATMENT OF CROWN STOCK OPTIONS

The merger agreement provides that the Crown Board of Directors will take
action as permitted under the Crown 2002 Stock Incentive Plan so that all
options to purchase Crown common stock will either be exercised or terminated
prior to the effective time of the merger.

TREATMENT OF CROWN WARRANTS

If the holder of any unexercised warrant to purchase shares of Crown
common stock elect, the warrant will be exchanged for 0.2911 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.

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.

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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 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.

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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:

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

211

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 Crown's receipt of the written opinion of Parr Waddoups Brown Gee
& Loveless, counsel to Kinross, dated the closing date, to the
effect that: (a) the merger will constitute a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code;
(b) Kinross, Crown Merger, and Crown will constitute parties to
the reorganization within the meaning of Section 368(b) of the
Internal Revenue Code; and (c) for United States federal income
tax purposes no gain or loss will be recognized by the holders of
Crown common stock or outstanding warrants to purchase Crown
common stock upon receipt of Kinross common shares in the merger
in exchange for the Crown common stock or the warrants, except for
any cash received in lieu of a fractional share interest in the
Kinross common shares; and (d) Crown shareholders will not
recognize taxable gain under Section 367(a) of the Internal
Revenue Code as a result of the merger; and the opinion shall not
have been withdrawn or modified;

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;

212

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, if any, in accordance with applicable
United States and Canadian securities and corporate laws in a
method reasonably satisfactory to Kinross;

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; and

o Exercise or termination of all options to purchase Crown common
stock prior to the effective time of the merger.

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 June 30, 2004, 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:

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

213

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 has 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; and

o to provide Kinross and its representatives with full access during
normal business hours to Crown's facilities, personnel and
records.

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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. 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.

THE STOCKHOLDER AND VOTING AGREEMENT

The following summary of the stockholder and voting agreement is
qualified by reference to the complete text of the stockholder and voting
agreement, the form of which is attached as Annex B to this Proxy
Statement/Prospectus. You are encouraged to read the form of stockholder and
voting agreement in its entirety.

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 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 December 9, 2003 1,924,958 shares of
Crown common stock were subject to the stockholder and voting agreement,
representing approximately 9.4% of the outstanding shares of Crown common stock
as of that date. Assuming conversion of all outstanding Crown convertible debt
and the exercise of all outstanding warrants on a cash basis, these shareholders
would collectively hold 19,467,816 shares of Crown common stock, or
approximately 39.2% of the Crown shares outstanding on a fully diluted basis.

215

THE DISTRIBUTION AGREEMENT

The following summary of the distribution agreement is qualified by
reference to the complete text of the distribution agreement, the form of which
is attached as Annex C to this proxy statement/prospectus. You are encouraged to
read the form of distribution agreement in its entirety.

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 prepare the registration statement and other filings.

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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DESCRIPTION OF SECURITIES

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KINROSS PREFERRED SHARES

DIVIDENDS

Holders of Kinross preferred shares are entitled to receive fixed
cumulative preferential cash dividends as and when declared by the board of
directors of Kinross at an annual rate of CDN $0.80 per share payable in equal
quarterly installments on the first day of January, April, July, and October in
each year.

CONVERSION

Holders of Kinross preferred shares are entitled at any time to convert
all or any part of the Kinross preferred shares into Kinross common shares on
the basis of 2.7518 Kinross common shares for each Kinross preferred share so
converted, subject to usual anti-dilution adjustments.

REDEMPTION; PUT RIGHT

Kinross may at any time redeem all or any part of the Kinross preferred
shares at a price of CDN $10 per share, together with an amount equal to all
dividends accrued and unpaid thereon, whether or not declared, to and including
the date of redemption (collectively the "Redemption Price"). The holders of
Kinross preferred shares are entitled to require Kinross to redeem all or any
part of their Kinross preferred shares at any time at a price equal to the
Redemption Price.

OTHER PAYMENTS

So long as any Kinross preferred shares are outstanding, Kinross is not
permitted, without the approval of the holders of the Kinross preferred shares,
to declare or pay dividends on, or redeem, purchase for cancellation or
otherwise retire shares of Kinross ranking junior to the Kinross preferred
shares unless all dividends on the Kinross preferred shares have been paid and,
after giving effect to such payment, Kinross would still be in a legal position
to redeem all of the Kinross preferred shares then outstanding prior to any
payment being made to any security ranking junior to the Kinross preferred
shares.

VOTING RIGHTS

The holders of Kinross preferred shares are not entitled (except as
required by law) to receive notice of or to attend or vote at any meeting of
shareholders of Kinross.

LIQUIDATION PREFERENCE

In the event of the liquidation, dissolution, or winding-up of Kinross,
holders of Kinross preferred shares will have preference over holders of Kinross
common shares and will be entitled to receive an amount equal to the Redemption
Price for each Kinross preferred share held by them.

KINAM CONVERTIBLE PREFERRED SHARES

The convertible preferred shares of Kinam Gold Inc. comprise 1,840,000
shares of $3.75 Series B convertible preferred stock. A summary of the terms and
provisions of the Kinam preferred shares is set forth below. A subsidiary of
Kinross has acquired 1,632,717 of the issued and outstanding Kinam preferred
shares, representing approximately 88.7% of the outstanding number of such
shares.

217

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. No dividends were paid on the
Kinam preferred shares during 2001. 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 shares 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.

KINROSS COMMON SHARES

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.

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.

218

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.

TRANSFER AGENT

Computershare Trust Company, 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, referred to as 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.

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 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 an unlimited number of common shares
U.S. $0.01 per share, of which there without nominal or par value, of which
were 20,488,101 shares outstanding as of there were 345.6 million shares
December 9, 2003 outstanding as of December 9, 2003

40,000,000 preferred shares, par value 384,613 convertible preferred shares
U.S. $0.01 per share, of which none were without nominal or par value, of which
outstanding as of November 28, 2003. Any there were 384,613 shares outstanding as
increase in authorized capital stock of of December 9, 2003
Crown would require 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.

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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.

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

On April 15, 2002, Crown entered into a Voting Members of the board of directors of Kinross are
Agreement with Zoloto, Solitario, and Crown The Voting elected by the holders of Kinross common shares.
Agreement provides that Zoloto and Solitario must Kinross is not a party to, or aware of, any voting
vote all of its shares of Crown's common stock in favor agreement with respect to the election of
of the election of three designees of Zoloto and one directors.
designee of Solitario to Crown's board.

221

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.

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.

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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.

SPECIAL SHAREHOLDER MEETINGS

CROWN KINROSS

Under Crown's restated articles, a special meeting may The OBCA provides that shareholder meetings may be
be called only by the chairman of the board of called by the board of directors, and must be
directors, the president, or two or more members of the called by the board of directors, when so requested
board. 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.

223

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 only 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 a 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 group subsidiaries or between two or more of such
entitled to vote on the action must approve the action, subsidiaries), a continuance under the laws of
unless the articles specify a lower threshold (but not another jurisdiction, a sale, lease or exchange of
less than a majority). Crown's restated articles do not all or substantially all of the property of the
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 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.

224

SHAREHOLDER PROPOSALS AND ADVANCE NOTICE REQUIREMENTS

CROWN KINROSS

Crown's bylaws require shareholders to submit notice of Under the OBCA, a shareholder entitled to vote at
their intent to bring business before a meeting not a meeting of shareholders may submit to the
less than 60 days before the scheduled annual meeting corporation a notice of a proposal consisting of
and to provide certain information in the notice. matters that the shareholder proposes to raise at
the meeting. Upon receipt of a notice of such a
Generally, under U.S. securities laws, a shareholder proposal, a corporation that solicits proxies
may submit a proposal to be included in a corporation's shall set out the proposal in the management proxy
proxy statement if the shareholder: circular and, if requested by the shareholder,
include in the management proxy circular a
o owns at least 1% or $2,000 market value of the statement by the shareholder of not more than 200
securities entitled to be voted on the proposal; words in support of the proposal and the name and
address of the shareholder. A corporation may,
o has owned the securities for at least one year within ten days after receiving a shareholder
prior to the date of the proposal; and proposal, notify the shareholder of its intention
to omit the proposal from the management proxy
o continues to own the securities through the circular if:
date of the meeting.
o the proposal is not submitted at least 60
Under the U.S. securities laws, Crown may exclude a days before the anniversary date of the
shareholder proposal from its proxy statement if: previous annual meeting or 60 days before the
date of the special meeting at which the
o it is not a proper subject for shareholder matter is proposed to be raised, as
action under Washington law; applicable;

o it would, if implemented, cause a violation of o it clearly appears that the proposal is
law; submitted by the shareholder primarily for
the purpose of enforcing a personal claim or
o it is materially false or misleading; redressing a personal grievance against the
corporation or any of its directors, officers
o it relates to a personal grievance or is or security holders, or for a purpose that is
designed to further a personal interest not shared not related in any significant way to the
by other shareholders; business or affairs of the corporation;

o it relates to operations of the company that o the corporation, in the previous two
are immaterial; years, included a proposal in a management
proxy circular at the request of the
o Crown lacks the power or authority to shareholder and the shareholder failed to
implement it; present the proposal at the meeting; or

225

o it deals with a matter relating to Crown's
ordinary business operations; o substantially the same proposal was
submitted to shareholders within the past two
o it relates to an election for membership to years and the proposal was defeated.
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;

226

o an arrangement proposed by the
corporation if the applicable court order
permits a shareholder to dissent in
connection with that arrangement; or

amendments to the articles of the corporation
which require a separate vote by class or series.

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;

227

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

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.

228

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
successful on the merits in his or her defense of
o acts or omissions of a director, officer or the action or proceeding and fulfilled the
employee finally found to have engaged in conditions set out in (1) and (2) above. A
intentional misconduct or a knowing violation of corporation may, with the approval of a court,
the law; also indemnify any such person in respect of an
action by or on behalf of the corporation or such
o conduct of a director, officer or employee in other corporation to procure a judgment in its
connection with a transaction finally found to be favor, to which such person is made a party by
an unlawful distribution; or 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

229

o any transaction if such director, officer or indemnify the persons permitted to be indemnified
employee is finally found to have personally by the provisions of the OBCA summarized above and
received a benefit in money, property or services every other person who properly incurred any
to which he or she was not legally entitled. liability on behalf of Kinross or acted at
Kinross' request.
If the corporation indemnifies or advances expenses to
a director in connection with a proceeding by or in the
right of the corporation, the corporation must report
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.

230

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 (5) business days notice to the corporation, articles of incorporation, bylaws, minutes of
including the articles of incorporation and bylaws meetings and resolutions of shareholders, register
currently in effect, the minutes and records of all of directors and securities register of the
shareholders' meetings or actions taken without a corporation during usual business hours and take
meeting for the past three years and the balance sheets extracts therefrom, free of charge. Shareholders
and income statements for the past three years. A and others have the right to obtain a shareholder
shareholder may also inspect upon five business days list, upon payment of a reasonable fee, as long as
notice other 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

231

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
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,
assumes or forgives a liability of a related party,
by any means in any one or any combination

232

o mergers or consolidations with, dispositions of transactions. "Related party" is defined to
of assets to, or issuances or redemptions of include, in relation to the issuer or a related
shares to or from, the acquiring person; party involved in the transaction, directors,
senior officers and holders of securities
o termination of 5% or more of the target sufficient to affect materially the control of the
corporation's employees employed in Washington issuer or of such other party, or persons
State, occurring as a result of the acquiring beneficially owning or exercising control or
person's acquisition of 10% or more of the shares; direction over more than 10% of the voting
or securities of the issuer or of such other party.

o allowing the acquiring person to receive any Rule 61-501 requires more detailed disclosure in
disproportionate benefit as a shareholder. the proxy material sent to security holders in
connection with a related party transaction and,
Target corporations include all domestic corporations subject to certain exemptions, the preparation by
with principal executive offices in Washington and an independent value of a formal valuation of the
either a majority or more than 1,000 of their employees subject matter of the related party transaction
reside in Washington. and any non-cash consideration offered therefore
and the inclusion of a summary of the valuation in
Crown's by laws provide that Crown's board may consider the proxy material. It also requires, subject to
the interest of other constituencies in evaluating an certain exemptions, that the shareholders of the
unsolocted bid. This allows a board to defend against an issuer, other than related parties, separately
unsolicited bid. approve the transaction, by either a simple
majority or two-thirds of the votes cast,
The WBCA also provides that the board of directors, when depending on the circumstances.
evaluating an offer to effect a merger, may consider
the extent to which such offer furthers the purposes of These requirements of Canadian securities
Crown and the social, legal, economic or other effects regulators provide, in addition to specified
of such offer upon employees, customers, suppliers and exemptions in certain circumstances, for
other constituencies of Crown, the community and all discretion to be exercised by such regulators to
other relevant factors. exempt parties from some or all of such requirements,
with or without conditions, where such regulators
Any shareholder attempting to gain control of Crown's consider it to be consistent with the public
board would be prevented from doing so at one annual interest to do so. In general, these requirements
meeting, unless such shareholder had the ability to of Canadian securities laws are administered
remove the classification requirement set forth in and enforced by securities regulators rather than by
Crown's restated articles. 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.

233

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TAX CONSEQUENCES

--------------------------------------------------------------------------------

UNITED STATES FEDERAL TAX CONSEQUENCES

GENERAL

The obligations of Crown to consummate the merger are conditioned upon
the receipt by Crown of an opinion, dated the Closing Date, from Parr Waddoups
Brown Gee & Loveless, A Professional Corporation, special counsel to Kinross, to
the effect that: (i) for U.S. federal income tax purposes, the merger will be
treated as a reorganization within the meaning of Section 368(a) of the Code;
(ii) Kinross, Crown Merger, and Crown will be "parties" to that reorganization
within the meaning of Code Section 368(b); and (iii) the Crown shareholders and
warrant holders will not recognize any taxable gain or loss on their exchange of
Crown common stock or warrants for Kinross common shares in the merger. The
issuance of the tax opinion of Parr Waddoups Brown Gee & Loveless, A
Professional Corporation, as of the Closing Date will depend on the facts as
they exist at the time of the merger and the tax opinion will be based upon,
among other things, certain factual assumptions and representations by Kinross,
Crown Merger, and Crown (the "Factual Representations") and customary for
similar transactions. If any of those factual assumptions or representations is
or becomes inaccurate, the tax opinion may not be an appropriate basis for your
tax position or the preparation of your tax return. The tax opinion will not be
binding on the Internal Revenue Service or the courts.

Crown may, in its discretion, waive the receipt of such tax opinion as a
condition to consummate the merger. If the condition requiring receipt of the
tax opinions is waived and the merger would result in materially different tax
consequences to the holders of Crown common stock and Crown warrants, Kinross
and Crown will distribute a supplement or amendment to this Proxy
Statement/Prospectus disclosing such material differences.

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 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.

234

UNITED STATES FEDERAL TAX CONSEQUENCES OF THE MERGER

The following summary discusses the anticipated material United States
("U.S.") federal income tax consequences to Crown shareholders and warrant
holders of the merger, and of owning and disposing of Kinross common shares.
This discussion is based upon 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, or
failure of any of the factual representations made by Kinross, Crown Merger, or
Crown to be true, correct, and complete in all material respects could affect
the continuing validity of this discussion, 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.

The discussion 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 discussion 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, this discussion does not consider the potential effects of any
state, local or foreign tax laws.

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, Parr Waddoups Brown Gee & Loveless, A Professional
Corporation, is of the opinion that 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;

(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

235

(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.

If 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) 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.

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 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 recent legislation generally effective for tax years beginning
after December 31, 2002, through tax years beginning on or before December 31,
2008, 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 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."

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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. A U.S. Holder should,
therefore, consult its 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 should 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

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.

237

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, 2003, and it cannot at
present be determined with certainty whether Kinross will be a PFIC in its
current taxable year ending December 31, 2004, 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 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

238

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 should consult
their own tax advisors. Non-U.S. Holders generally will not be subject to U.S.
information reporting or backup withholding. However, such Non-U.S. Holders may
be required to provide certification of Non-U.S. 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

In the opinion of Cassels Brock & Blackwell LLP the following discussion
is a summary of the principal 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. This
summary 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 summary 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 current published
administrative and assessing practices of the Canada Customs and Revenue Agency
(the "CCRA"). 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 summary 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.

239

This summary is of a general nature only, 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 should consult their own tax advisors with respect to their
particular circumstances.

U.S. SHAREHOLDERS AND WARRANT HOLDERS

The following summary 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 in this
summary, 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

The following summary 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"
for purposes of the Canadian Tax Act ("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.

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

240

regard the cost to the holder of a Kinross common share acquired pursuant to the
merger will equal the fair market value of the Crown common stock or warrants
exchanged therefore, less the amount of any cash received in lieu of a
fractional Kinross common share, 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
that is itself a member of a partnership or a beneficiary of a trust that owns
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

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The consolidated financial statements of Kinross Gold Corporation and
Subsidiaries as of December 31, 2002 and 2001, and for each of the years in the
three-year period ended December 31, 2002, included in this Proxy
Statement/Prospectus have been audited by Deloitte & Touche LLP, independent
auditors, 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 TVX Gold Inc. as of December 31,
2002 and 2001, and for each of the years in the three-year period ended December
31, 2002, included in this Proxy Statement/Prospectus have been audited by
PricewaterhouseCoopers LLP, independent auditors, 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 Echo Bay Mines Ltd. as of
December 31, 2002 and 2001, and for each of the years in the three-year period
ended December 31, 2002, included in this Proxy Statement/Prospectus have been
audited by Ernst & Young LLP, independent chartered accountants, as set forth
in their report appearing elsewhere herein, and are included in reliance upon
such report given on the authority of such firm as experts in accounting and
auditing.

The financial statements of Crown Resources Corporation and subsidiaries
as of December 31, 2002 and 2001, and for each of the three years in the period
ended December 31, 2002, included in this Proxy Statement/Prospectus have been
audited by Deloitte & Touche LLP, independent auditors, 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.

241

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VALIDITY OF KINROSS COMMON SHARES

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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. Mr. Mingay, a partner at Cassels Brook & Blackwell LLP, is a
director of Kinross. Parr Waddoups Brown Gee & Loveless has delivered an opinion
concerning the material United States federal income tax consequences of the
merger.

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WHERE YOU CAN FIND MORE INFORMATION

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You may read and copy any document filed by Kinross or Crown with the SEC at the
SEC's public reference room in Washington, D.C. 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 are filed by Kinross with the SEC and are available upon
request from Kinross:

Kinross' Annual Report on Form 40-F for the fiscal year ended December 31, 2002
dated May 20, 2003, as amended on Form 40-F/A dated May 30, 2003;

Kinross' Report on Form 6-K dated January 22, 2003;

Kinross' Report on Form 6-K dated January 29, 2003;

Kinross' Report on Form 6-K dated February 5, 2003;

Kinross' Report on Form 6-K dated February 6, 2003;

Kinross' Report on Form 6-K dated February 19, 2003;

Kinross' Report on Form 6-K dated February 20, 2003;

Kinross' Report on Form 6-K dated February 21, 2003;

Kinross' Report on Form 6-K dated March 10, 2003;

Kinross' Report on Form 6-K dated April 8, 2003;

Kinross' Report on Form 6-K dated April 25, 2003;

Kinross' Report on Form 6-K dated May 13, 2003;

Kinross' Report on Form 6-K dated May 29, 2003;

Kinross' Report on Form 6-K dated August 8, 2003;

Kinross' Report on Form 6-K dated August 12, 2003;

Kinross' Report on Form 6-K dated August 20, 2003;

Kinross' Report on Form 6-K dated September 5, 2003;

242

Kinross' Report on Form 6-K dated September 15, 2003;

Kinross' Report on Form 6-K dated October 9, 2003;

Kinross' Report on Form 6-K dated October 21, 2003; and

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. ________) 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 are filed by Crown with the SEC and are available upon
request from Crown:

Annual Report on Form 10-K for the year ended December 31, 2002;

Quarterly Report on Form 10-Q for the quarter ended March 31, 2003;

Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, as amended;

Quarterly Report on Form 10-Q for the quarter ended September 30, 2003;

Current Report on Form 8-K dated October 17, 2003, as amended on October 20,
2003; and

Current Report on Form 8-K dated November 21, 2003.

243

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.

244

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.

ADIT
A nearly horizontal gallery or passage driven from the surface of the
ground to the ore body. The term "tunnel" is frequently used in place of adit,
but technically a tunnel is open to the surface on both ends.

ALBITITE
A porphyritic igneous rock, containing phenocrysts of albite in a
groundmass chiefly consisting of albite. Muscovite, garnet, apatite, quartz, and
opaque oxides are common accessory minerals.

ALIQUOTS
A small representative sample taken from a gold bar or article from assay
to determine its fine gold content.

ALLUVIAL
Referring to material, which has been placed by the action of surface
water.

ALLUVIAL PLACER
Gravel that has been transported and deposited by flowing waters,
streams, creeks, etc., depositing placer gold and other valuable minerals. Also
called an "alluvial deposit."

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.

ALUNITE
1. A trigonal mineral, Kal3(OH)6(SO4)2; massive or disseminated; in pale
tints; formed from sulfuric acid acting on potassium feldspar in volcanic
regions (alunization), and around fumaroles. 2. A mineral group including
jarosite.

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.

ARCUATE STRIPS OR BELTS
A geological term referring to a long narrow structure (I.E., reef) that
derives its name from the fact that it has a shape resembling an arc. ARGILLIC
Pertaining to clay or clay minerals; e.g., argillic alteration in which certain
minerals of a rock are converted to minerals of the clay group.

245

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.

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.

BQ
A diamond drill core measuring 1.432 inches in diameter (3.637 cm).

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.

CALL OPTION
A bullion option entitling, but not obliging, except upon exercise, the
buyer to purchase from the seller at the strike price a specified number of
ounces of bullion.

246

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.

CARBONACEOUS
1. containing carbon or coal, especially shale or other rock containing
small particles of carbon distributed throughout the whole mass. 2. Carbonaceous
sediments include original organic tissues and subsequently produced derivatives
of which the composition is organic chemically.

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.

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.

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.

247

CHLORITOID
A monoclinic or triclinic mineral, (Fe,Mg,Mn)2Al4Si2O10(OH)4; dull green
to gray-black; occurs in masses of brittle folia in metamorphosed argillaceous
sedimentary rocks. It is related to the brittle micas.

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.

COVELLITE
A copper mineral, CuS; metallic indigo blue with iridescent tarnish. It
is a mineral produced by supergene enrichment.

CRETACEOUS
1. Applied to the third and final period of the Mesozoic Era. Extensive
marine chalk beds were deposited during this period. 2. Of the nature of chalk
or relating to chalk. 3. System of strata deposited in the Cretaceous Period.

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.

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.

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DOLOMITE
1. A trigonal mineral, [CaMg(CO3)2]; forms saddle-shaped rhombohedra
having rhombohedral cleavage; white to pale tints; in large beds as dolostone
and dolomitic marble, also in veins and in serpentinite; a source of magnesium
and dimension stone; magnesian spar; rhomb spar. 2. The mineral group ankerite,
dolomite, kutnohorite, minrecordite, and norsethite. 3. A carbonate sedimentary
rock consisting of more than 50% to 90% mineral dolomite, depending upon
classifier, or having a Ca:Mg ratio in the range 1.5 to 1.7, or having an MgO
equivalent of 19.5% to 21.6%, or having a magnesium-carbonate equivalent of
41.0% to 45.4%. Dolomite beds are associated and interbedded with limestone,
commonly representing postdepositional replacement of limestone.

DORE
Unrefined gold and silver bullion bars, which will be further, refined to
almost pure metal.

DRUMLINS
A hilly remnant from the ice ages.

DRUSY
Pertaining to an insoluble residue or encrostation, especially of quartz
crystals; e.g. a drusy oolith covered with subhedral quartz.

ECLOGITE
A coarse-grained, deep-seated ultramafic rock, consisting essentially of
garnet (almandine-pyrope) and pyroxene (omphacite). Rutile, kyanite, and quartz
are typically present.

ELECTROWINNING
Recovery of a metal from a solution by means of electro-chemical
processes.

ENARGITE
An orthorhombic mineral, Cu3AsS4; dimorphous with luzonite, metallic
gray-black; in vein and replacement copper deposits as small crystals or
granular masses; an important ore of copper and arsenic; may contain up to 7%
antimony.

EPITHERMAL
Said of a hydrothermal mineral deposit formed within about 1 kilometer of
the Earth's surface and in the temperature range of 50 to 200 degrees C,
occurring mainly as veins. Also, said of that depositional environment.

ESKERS
A sinuous ridge of sedimentary material (typically gravel or sand)
deposited by streams that cut channels under or through the glacier ice.

FACIES
A term of wide application, referring to such aspects of rock units as
rock type, mode of origin, composition, fossil content, or environment of
deposition.

FAULT
A fracture in the earth's crust accompanied by a displacement of one side
of the fracture with respect to the other and in a direction parallel to the
fracture.

FELDSPAR
1. A monoclinic or triclinic mineral with the general formula XZ4O8where
(X= Ba,Ca,K,Na,NH4) and (Z= Al,B,Si); a group containing two high-temperature
series, plagioclase and alkali feldspar; colorless or white and clear to
translucent where pure; commonly twinned; 90 degrees or near 90 degrees
prismatic cleavage; Mohs hardness, 6. Constituting 60% of the Earth's crust,
feldspar occurs in all rock types and decomposes to form much of the clay in
soil, including kaolinite. 2. The mineral group albite, andesine, anorthite,
anorthoclase, banalsite, buddingtonite, bytownite, celsian, hyalophane,
labradorite, microcline, oligoclase, orthoclase, paracelsian, plagioclase,
reedmergnerite, sanidine, and slawsonite.

249

FELSIC
A mnemonic adjective derived from (fe) for feldspar, (l) for lenad or
feldspathoid, and (s) for silica, and applied to light-colored rocks containing
an abundance of one or all of these constituents. Also applied to the minerals
themselves, the chief felsic minerals being quartz, feldspar, feldspathoid, and
muscovite.

FLOCCULENT
A chemical used to promote the formation of denser slurries.

FLOTATION
A separation process in which valuable mineral particles are induced to
become attached to bubbles and float, which the non-valuable minerals sink.

FOLD
Any bending or wrinkling of rock strata.

GALENA
A lead mineral, which occurs with sphalerite in hydrothermal veins, also
in sedimentary rocks as replacement deposits; an important source of lead and
silver.

GARNET
1. A group of isometric minerals having the general formula
A3B2(SiO4)3-2Dx(OH)4xin which A=(Ca,Fe,Mg,Mn) and B=(Al,Cr,Fe,Mn,Si,Ti,V,Zr)
with Si partly replaced by (Al,Fe). 2. The silicate minerals almandine,
andradite, calderite, goldmanite, grossular, hibshite, katoite, kimzeyite,
knorringite, majorite, pyrope, schlorlomite, spessartine, and uvarovite.

GEYSERITES
A type of rock associated with natural hot springs.

GLACIAL TILL
Dominantly unsorted and unstratified drift, generally unconsolidated,
deposited directly by and underneath a glacier without subsequent reworking by
meltwater, and consisting of a heterogeneous mixture of clay, silt, sand,
gravel, and boulders ranging widely in size and shape; ice-laid drift.

GLACIOLACUSTRINE
Pertaining to, derived from, or deposited in glacial lakes; especially
said of the deposits and landforms composed of suspended material brought by
meltwater streams flowing into lakes bordering the glacier, such as deltas, kame
deltas, and varved sediments.

GOLD
A yellow malleable ductile high density metallic element resistant to
chemical reaction, often occurring naturally in quartz veins and gravel, and
precious as a monetary medium, in jewellery, etc. Symbol - Au.

GOLD EQUIVALENT PRODUCTION
Gold equivalent production represents gold production plus silver
production computed into gold ounces using a market price ratios.

GRADE
The amount of valuable metal in each tonne or ore, expressed as grams per
tonne for precious metals.

CUT-OFF GRADE - is the minimum metal grade at which a tonne of rock can
be processed on an economic basis.

RECOVERED GRADE - is actual metal grade realized by the metallurgical
process and treatment or ore, based on actual experience or laboratory
testing.

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GRAVIMETRIC FINISH
A method used to complete fire assaying where the bead produced by this
assay technique is weighed upon an extremely sensitive weigh scale.

GRAVITY RECOVERY CIRCUIT
Equipment used within a plant to recover gold from the ore using the
difference in specific gravity between the gold and the host rock. Typically
used are shaking tables, spirals, etc.

GREENSHIST
A metamorphosed basic igneous rock, which owes its color and schistosity
to abundant chlorite.

GREENSTONE
Metabasalts are a metamorphosed basaltic rock, also referred to as a
greenstone

HALIDE
A fluoride, chloride, bromide, or iodide.

HALOS
A differentiated (lower) grade zone surrounding a central zone of higher
grade.

HEAP LEACHING
A process whereby gold is extracted by "heaping" broken ore on sloping
impermeable pads and repeatedly spraying the heaps with a weak cyanide solution
which dissolves the gold content. The gold-laden solution is collected for gold
recovery.

HEDGING
Taking a buy or sell position in a futures market opposite to a position
held in the cash market to minimize the risk of financial loss from an adverse
price change.

HIGH-GRADE
Rich ore. As a verb, it refers to selective mining of the best ore in a
deposit.

HIGH RATE THICKENER
A type of equipment used to perform solid liquid separation. Slurry (a
mixture of rock and water) is fed into this unit with a clear solution produced
in one stream and a moist solid produced in the second stream.

HQ
A diamond drill core measuring 2.500 inches in diameter (6.35 cm).

INTRUSIVE
Rock which while molten, penetrated into or between other rocks but
solidified before reaching the surface.

IGNIMBRITES
A silicic volcanic rock forming thick, massive, lavalike sheets. The rock
is chiefly a fine grained rhyolitic tuff.

INTRACALDERA OLIGOCENE ASH-FLOW TUFFS
A geological term referring to a rock formation comprising ash-flow tuffs
existing inside a caldera. A Caldera is a crater formed from by the collapse of
the central part of a volcano. This particular formation dates back to the
Oligocene epoch.

JOINTS
Natural cracks or fractures in rocks. They tend to occur in more or less
parallel systems, and when quarry walls are maintained parallel and at right
angles to them, they may be utilized as natural partings in the process of block
removal.

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KAOLINITE
1. A monoclinic mineral, 2[Al2Si2O5(OH)4]; kaolinite-serpentine group;
kaolinite structure consists of a sheet of tetrahedrally bonded silica and a
sheet of octahedrally bonded alumina with little tolerance for cation exchange
or expansive hydration; polymorphous with dickite, halloysite, and nacrite;
soft; white; formed by hydrothermal alteration or weathering of
aluminosilicates, esp. feldspars and feldspathoids; formerly called kaolin. 2.
Kandites in general. 3. Individual kandites not specifically designated.

K-FELDSPAR
A potassium-bearing feldspar.

KLIPPE
An isolated rock unit that is an erosional remnant or outlier of a nappe.

LEACH
A method of extracting gold from ore by a chemical solution usually
containing cyanide.

LENSE
Pyrite, round or oval in plan and lenticular in section, ranging up to 2
to 3 feet (0.6 to 0.9 meters) in thickness and several hundred feet in the
greatest lateral dimension, that is found in coalbeds.

LENTICULAR
Resembling in shape the cross section of a lens. The term may be applied,
e.g., to a body of rock, a sedimentary structure, or a mineral habit.

LENTICULAR SULPHIDE OREBODIES
Sulphide orebodies that are shaped approximately like a double convex
lens. When a rock mass thins out from the center to the edge all around it is
said to be lenticular in form.

LITHOLOGIES
Refers to the physical characteristics of a rock, generally as determined
megascopically or with the aid of low-powered magnification.

LODE
Vein of metal ore.

LOW-GRADE
A term applied to ores relatively poor in the metal they are mined for;
lean ore.

MAFIC
Igneous rocks composed mostly of dark, iron- and magnesium-rich minerals.

MAGMATIC DOMING
Creation of a roughly symmetrical structure resembling a dome produced by
the actions of magma.

METACHERT HORIZON
Layers of compact siliceous rock formed of chalcedonic silica that has
been subjected to the forces of metamorphism.

METAMORPHISM
The process by which the form or structure of rocks is changed by heat
and pressure.

METASEDIMENTARY SLATES
Partially metamorphosed slate.

252

MICA
1. A group of phyllosilicate minerals having the general composition,
X2Y4-6Z8O20(OH,F) where X=(Ba,Ca,Cs,H3O,K,Na,NH4), Y=(Al,Cr,Fe,Li,Mg,Mn,V,Zn),
and Z=(Al,Be,Fe,Si); may be monoclinic, pseudohexagonal or pseudo-orthorhombic;
soft; perfect basal (micaceous) cleavage yielding tough, elastic flakes and
sheets; colorless, white, yellow, green, brown, or black; excellent electrical
and thermal insulators (isinglass); common rock-forming minerals in igneous,
metamorphic, and sedimentary rocks. 2. The mineral group anandite, annite,
biotite, bityite, celadonite, chernykhite, clintonite, ephesite, ferri-annite,
glauconite, hendricksite, kinoshitalite, lepidolite, margarite, masutomilite,
montdorite, muscovite, nanpingite, norrishite, paragonite, phlogopite,
polylithionite, preiswerkite, roscoelite, siderophyllite, sodium phlogopite,
taeniolite, tobelite, wonesite, and zinnwaldite.

MICACEOUS
Consisting of or containing mica; e.g., a micaceous sediment.

MILL
A plant where ore is ground fine and undergoes physical or chemical
treatment to extract the valuable metals.

MINERAL CLAIM
A mineral claim usually authorises the holder to prospect and mine for
minerals and to carry out works in connection with prospecting and mining.

MINERAL RESERVES
The economically mineable part of a measured or indicated mineral
resource demonstrated by at least a preliminary feasibility study. This study
must include adequate information on mining, processing metallurgical, economic
and other relevant factors that demonstrate, at the time of reporting, that
economic extraction can be justified. An mineral reserve includes diluting
materials and allowances for losses that may occur when the material is mined.

PROVEN MINERAL RESERVE: The economically mineable part of a measured
mineral resource demonstrated by at least a preliminary feasibility
study. This study must include adequate information on mining,
processing, metallurgical, economic, and other relevant factors that
demonstrate, at the time of reporting, that economic extraction is
justified.

PROBABLE MINERAL RESERVE: The economically mineable part of an indicated,
and in some circumstances a measured mineral resource demonstrated by at
least a preliminary feasibility study. This study must include adequate
information on mining, processing, metallurgical, economic, and other
relevant factors that demonstrate, at the time of reporting, that
economic extraction can be justified.

MINERAL RESOURCE

A concentration or occurrence of natural, solid, inorganic or fossilized
organic material in or on the earth's crust in such form and quantity and of
such a grade or quality that it has reasonable prospects for economic
extraction. The location, quantity, grade, geological characteristics and
continuity of a mineral resource are known, estimated or interpreted from
specific geological evidence and knowledge.

MEASURED MINERAL RESOURCES: A measured mineral resource is that part of a
mineral resource for which quantity, grade or quality, densities, shape,
physical characteristics are so well established that they can be
estimated with confidence sufficient to allow the appropriate application
of technical and economic parameters, to support production planning and
evaluation of the economic viability of the deposit. The estimate is
based on detailed and reliable exploration, sampling and testing
information gathered through appropriate techniques from locations such
as outcrops, trenches, pits, workings and drill holes that are spaced
closely enough to confirm both geological and grade continuity.

INDICATED MINERAL RESOURCES: An indicated mineral resource is that part
of a mineral resource for which quantity, grade or quality, densities,
shape and physical characteristics, can be estimated with a level of
confidence sufficient to allow the appropriate application of technical
and economic parameters, to support mine planning and evaluation of the
economic viability of the deposit. The estimate is based on detailed and
reliable exploration and test information gathered through appropriate
techniques from location such as outcrops, trenches, pits, workings and
drill holes that are spaced closely enough for geological and grade
continuity to be reasonably assumed.

INFERRED MINERAL RESOURCE: The part of a mineral resource for which
quantity and grade or quality can be estimated on the basis of geological
evidence and limited sampling and reasonably assumed, but not verified,

253

geological and grade continuity. The estimate is based on limited
information and sampling gathered through appropriate techniques from
locations such as outcrops, trenches, pits, workings and drill holes. Due
to the uncertainty which may attach to inferred mineral resources, it
cannot be assumed that all or any part of an inferred mineral resource
will be upgraded to an indicated or measured mineral resource as result
of continued exploration.

MINERALIZATION
The process or processes by which a mineral or minerals are introduced
into a rock, resulting in a valuable or potentially valuable deposit. It is a
general term, incorporating various types; e.g., fissure filling, impregnation,
and replacement.

MISSISSIPPIAN
Belonging to the geologic time, system of rocks or sedimentary deposits
of the fifth period of the Paleozoic Era, characterized by the submergence of
extensive land areas under shallow seas.

MORAINES
A mound, ridge, or other distinct accumulation of glacial till.

MUCK SAMPLE
A representative piece of ore that is taken from a muck pile and then
assayed to determine the grade of the pile.

MUSCOVITE
A monoclinic mineral, Kal2(Si3Al)O10(OH,F)2; mica group; pseudohexagonal;
perfect basal cleavage; forms large, transparent, strong, electrically and
thermally insulating, stable sheets; a common rock-forming mineral in silicic
plutonic rocks, mica schists, gneisses, and commercially in pegmatites; also a
hydrothermal and weathering product of feldspar and in detrital sediments. Also
spelled muscovite.

NET SMELTER RETURN
A type of royalty payment where the royalty owner receives a fixed
percentage of the revenues of a property or operation.

NQ
A letter name specifying the dimensions of bits, core barrels, and drill
rods in the N-size and Q-group wireline diamond drilling system having a core
diameter of 47.6 mm and a hole diameter of 75.7 mm.

OPEN PIT
A mine that is entirely on surface. Also referred to as open-cut or
open-cast mine.

OLIGOCENE
An epoch of the early Tertiary Period, after the Eocene and before the
Miocene; also, the corresponding worldwide series of rocks. It is considered to
be a period when the Tertiary is designated as an era.

OXIDATION
A reaction where a material is reacted with an oxidizer such as pure
oxygen or air in order to alter the state of the material.

254

OXIDE CAPPING
Is the part of the orebody, which is found on top of the original ore
material, but which has not been altered by climate and groundwater.

OXIDE-SILICATE FACIES BANDED IRON FORMATIONS
A geological term referring to a part of a group of rocks that differs
from the whole formation in composition. In this instance the rock comprises
iron-bearing minerals of the oxide-silicate variety (I.E., hematite, magnetite).
These iron-bearing rocks exist in thin layers or bands hence the term "banded
iron formation."

PALEOZOIC
The era of geologic time that includes the Cambrian, Ordovician,
Silurian, Devonian, Mississippian, Pennsylvanian and Permian periods and is
characterized by the appearance of marine invertebrates, primitive fishes, land
plants and primitive reptiles.

PEGMATITES
Igneous rocks of coarse grain found usually as dikes associated with
large masses of plutonic rock.

PHYLLITE
1. A metamorphic rock, intermediate in grade between slate and mica
schist. Minute crystals of sericite and chlorite impart a silky sheen to the
surfaces of cleavage (or schistosity). Phyllites commonly exhibit corrugated
cleavage surfaces. 2. A general term for minerals with a layered crystal
structure. 3. A general term used by some French authors for the scaly minerals,
such as micas, chlorites, clays, and vermiculites.

PLACER
A place where gold is obtained by the washing of materials: rocks,
boulders, sand, clay, etc. containing gold or other valuable minerals by the
elements. These are deposits of valuable minerals, in Kinross' case, native
gold, are found in the form of dust, flakes, grains, and nuggets. In the United
States mining law, mineral deposits, not veins in place, are treated as placers
as far as locating, holding, and patenting are concerned. The term "placer"
applies to ancient (Tertiary) gravel as well as to recent deposits, and to
underground (drift mines) as well as surface deposits.

PLUNGING F2 ANTIFORMAL STRUCTURE
An "n"shaped fold that plunges forward. "F2" refers to the deformational
phase of the fold - in this case the second phase.

PORPHYRY
An igneous rock in which relatively large crystals, called phenocrysts,
are set in a fine-granted groundmass.

POLYMETAMORPHIC
The property possessed by certain chemicals compounds of crystallizing in
several distinct forms.

POTASSIC
Of, pertaining to, or containing potassium; relating to or containing
potash.

PQ
A diamond drill core measuring 2.344 inches in diameter (5.954 cm).

PREMIUM
An amount specified as such by the parties to a hedging agreement, which
amount is the purchase price of the bullion option and is payable by the buyer
to the seller on the premium payment date for value on such date.

PUT OPTION
A bullion option entitling, but not obliging, except upon exercise, the
buyer to sell to the seller at the strike price a specified number of ounces of
bullion.

255

PULP METALLIC
A type of assay method, which is used to handle the coarse gold component
of a sample to allow for its accurate determination.

PYRITE
A yellow iron sulphide mineral, normally of little value. It is sometimes
referred to as "fool's gold."

PYROCLASTIC
Produced by explosive or aerial ejection of ash, fragments, and glassy
material from a volcanic vent. Applied to the rocks and rock layers as well as
to the textures so formed.

QUALIFIED PERSON
An individual who: (a) is an engineer or geoscientist with at least five
years of experience in mineral exploration, mine development or operation, or
mineral project assessment, or any combination of these; (b) has experience
relevant to the subject matter of the mineral project; and (c) is a member in
good standing of a professional association as defined by NI 43-101.

QUARTZ
Common rock-forming mineral consisting of silicon and oxygen.

QUARTZITE
1. A granoblastic metamorphic rock consisting mainly of quartz and formed
by recrystallization of sandstone or chert by either regional or thermal
metamorphism; metaquartzite. 2. A very hard but unmetamorphosed sandstone,
consisting chiefly of quartz grains that are so completely cemented with
secondary silica that the rock breaks across or through the grains rather than
around them; an orthoquartzite. 3. Stone composed of silica grains so firmly
cemented by silica that fracture occurs through the grains rather than around
them. 4. As used in a general sense by drillers, a very hard, dense sandstone.
5. A granulose metamorphic rock consisting essentially of quartz. 6. Sandstone
cemented by silica that has grown in optical continuity around each fragment.

QUARTZ-MUSCOVITE
A mineral, a member of the mica group.

RECLAMATION
The restoration of a site after mining or exploration activity is
completed.

RECOVERY
A term used in process metallurgy to indicate the proportion of valuable
material obtained in the processing of an ore. It is generally stated as a
percentage of valuable metal in the ore that is recovered compared to the total
valuable metal present in the ore.

RUN-OF-MINE
Said of ore in its natural, unprocessed state; pertaining to ore just as
it is mined.

REUSABLE PAD ORE
Ore which is processed on a reusable pad. The reusable pad is an area
where heap leaching takes place on ore material temporarily placed onto it. Upon
completion of leaching, the ore is removed from the pad and sent to disposal.
New material is then applied.

SAMPLE
A small portion of rock or a mineral deposit, taken so that the metal
content can be determined by assaying.

SANIDINE
A monoclinic mineral, (K,Na)AlSi3O8; feldspar group; forms a series with
albite; prismatic cleavage; colorless; forms phenocrysts in felsic volcanic
rocks.

256

SCALP
The process of removing oversize lumps on a continuous basis from a
stream of bulk material.

SCHIST
A foliated metamorphic rock the grains of which have a roughly parallel
arrangement; generally developed by shearing.

SEDIMENTARY ROCKS
Secondary rocks formed from material derived from other rocks and laid
down under water. Examples are limestone, shale and sandstone.

SEMI-AUTOGENOUS (SAG) MILL
A steel cylinder with steel balls into which run-of-mine material is fed.
The ore is ground in the action of large lumps of rock and steel balls.

SEMI-TABULAR FORMS
Geological formations that are somewhat flat or tabular in character.

SERICITE
A white, fine-grained potassium mica occurring in small scales as an
alteration product of various aluminosilicate minerals, having a silky luster,
and found in various metamorphic rocks (especially in schists and phyllites) or
in the wall rocks, fault gouge, and vein fillings of many ore deposits. It is
commonly muscovite or very close to muscovite in composition, but may also
include paragonite and illite.

SHEAR ZONE
A geological term to describe a geological area in which shearing has
occurred on a large scale.

SILICA
The chemically resistant dioxide of silicon, SiO2; occurs naturally as
five crystalline polymorphs: trigonal and hexagonal quartz, orthorhombic and
hexagonal tridymite, tetragonal and isometric cristobalite, monoclinic coesite,
and tetragonal stishovite. Also occurs as cryptocrystalline chalcedony, hydrated
opal, the glass lechatelierite, skeletal material in diatoms and other living
organisms, and fossil skeletal material in diatomite and other siliceous
accumulations. Also occurs with other chemical elements in silicate minerals.

SILT
Material passing the No. 200 U.S. standard sieve that is nonplastic or
very slightly plastic and that exhibits little or no strength when air-dried.
Material composes of fine rock components.

SKIP
1. A guided steel hoppit, usually rectangular, with a capacity up to 50
st (45.4 t), which is used in vertical or inclined shafts for hoisting coal or
minerals. It can also be adapted for personnel riding. 2. A large hoisting
bucket, constructed of boiler plate that slides between guides in a shaft, the
bail usually connecting at or near the bottom of the bucket so that it may be
automatically dumped at the surface. 3. An open iron vehicle or car on four
wheels, running on rails and used esp. on inclines or in inclined shafts. 4. A
truck used in a mine. 5. A small car that conveys the charge to the top of a
blast furnace.

SLURRY
Fine rock particles are suspended in a stream of water.

SPHALERITE
A zinc mineral, which is composed of zinc and sulphur. It has a specific
gravity of 3.9 to 4.1.

257

SPOT DEFERRED CONTRACT
A forward sale of gold based on the spot gold price at the inception of
the contract plus contango that accrues until the future delivery date under the
contract. The underlying LIBOR based return and gold lease rate expense may be
fixed or left floating, at the option of Kinross.

STIBNITE
A mineral composed of antimony and sulphur often associated with other
sulphides.

STOCKPILE
Broken ore heaped on surface, pending treatment or shipment.

STOCKWORK
A mineral deposit consisting of a three-dimensional network of planar to
irregular veinlets closely enough spaced that the whole mass can be mined.

STOPES
An underground opening in a mine from which ore is extracted.

STRATABOUND DEPOSIT
An ore deposit, which is confined within a geological strata or layer.

STRATABOUND DISSEMINATED
Disseminiated ore within a stratabound deposit.

STRIKE-SLIP MOVEMENT
1. In a fault, the component of the movement or slip that is parallel to
the strike of the fault. 2. A horizontal component of the slip parallel with the
fault strike.

SUMP
The lowest part of a mine shaft into which water drains.

SUPRACRUSTAL ASSEMBLAGES
Referring to overlying or "last in the sequence" groups of rocks or
assemblages in the earth's crust.

SYENITE
A group of plutonic rocks containing alkali feldspar (usually orthoclase,
microcline, or perthite), a small amount of plagioclase (less than in
"monzonite"), one or more mafic minerals (esp. hornblende), and quartz, if
present, only as an accessory; also, any rock in that group; the intrusive
equivalent of "trachyte." With an increase in the quartz content, syenite grades
into "granite."

SYMPATHETIC FAULTING
A minor fault that has the same orientation as the major fault or some
such structure with which it is associated.

TAILINGS
The material that remains after all metals considered economic have been
removed from ore during milling.

T-ANTIFORM STRUCTURE
A local geological term identifying a particular formation of rock. In
this instance the structure is an antiform, which is an "n"shaped fold.

TENNANTITE
An isometric mineral, (Cu,Fe)12As4S13; tetrahedrite group; forms a series
with tetrahedrite; may contain zinc, silver, or cobalt replacing copper; in
veins; an important source of copper.

258

TETRAHEDRITE
1. An isometric mineral, (Cu,Fe)12Sb4S13, having copper replaced by zinc,
lead, mercury, cobalt, nickel, or silver; forms a series with tennantite and
freibergite; metallic; crystallizes tetrahedra; occurs in hydrothermal veins and
contact metamorphic deposits; a source of copper and other metals. 2. The
mineral group freibergite, giraudite, goldfieldite, hakite, tennantite, and
tetrahedrite.

THOLEIITIC
A silica-oversaturated (quartz-normative) basalt, characterized by the
presence of low-calcium pyroxenes (orthopyroxene and/or pigeonite) in addition
to clinopyroxene and calcic plagioclase.

TOURMALINE
1. Any member of the trigonal mineral group, XY3Z6(BO3)3Si6O18(OH,F)4
where X is Na partially replaced by Ca, K, Mg, or a vacancy, Y is Mg, Fe2+, Li,
or Al, and Z is Al and Fe3+; forms prisms of three, six, or nine sides; commonly
vertically striated; varicolored; an accessory in granite pegmatites, felsic
igneous rocks, and metamorphic rocks. Transparent and flawless crystals may be
cut for gems. 2. The mineral group buergerite, dravite, elbaite, ferridravite,
liddicoatite, schorl, and uvite.

TRENDING FAULTS
Faults that are similar in direction or bearing.

TRIASSIC
Belonging to the geolic time, system of rocks or sedimentary deposits of
the first period of the Mesozoic Era, characterized by the diversification of
land life, the rise of dinosaurs and the appearance of the earliest mammals.

TUFF
Rock composed of fine volcanic ash.

UNCONFORMITY
A surface between successive strata representing a missing interval in
the geologic record of time, and produced either by an interruption in
deposition or by the erosion of depositionally continuous strata followed by
renewed deposition.

VEIN
A fissure, fault or crack in a rock filled by minerals that have traveled
upwards from some deep source.

VOLCANICS
A general collective term for extrusive igneous and pyroclastic material
and rocks.

VUG
A small cavity in a rock, usually lined with crystals of a different
mineral composition than the enclosing rock.

VUGGY
Pertaining to a vug or having numerous vugs.

ZONE
An area of distinct mineralization.

259

MEASUREMENTS CONVERSION TABLE

METRIC CONVERSION TABLE
TO CONVERT TO IMPERIAL MEASUREMENT UNITS MULTIPLY BY
Tonnes Short tons 1.10231
Tonnes Long tons 0.98422
Tonnes Pounds 2204.62
Tonnes Ounces (troy) 32,150
Kilograms Ounces (troy) 32.150
Grams Ounces (troy) 0.03215
Grams/tonnes Ounces (troy)/short ton 0.02917
Hectares Acres 2.47105
Kilometers Miles 0.62137
Meters Feet 3.28084

260

--------------------------------------------------------------------------------

INDEX TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF KINROSS:
Compilation report.............................................................................................F-A1
Pro forma consolidated statement of operations for the nine months ended September 30, 2003 (unaudited)........F-A3
Notes to pro forma consolidated statement of operations........................................................F-A4
Pro forma consolidated statement of operations for the year ended December 31, 2002 (unaudited)................F-A7
Notes to pro forma consolidated statement of operations........................................................F-A8
Consolidated balance sheets as at September 30, 2003 and 2002 (unaudited)......................................F-B1
Consolidated statements of operations for the nine months ended September 30, 2003 and 2002 (unaudited)........F-B2
Consolidated statements of cash flows for the nine months ended September 30, 2003 and 2002 (unaudited)........F-B3
Consolidated statement of common shareholders equity for the nine months ended September 30, 2003 (unaudited).F-B4
Notes to the financial statements for the nine months ended September 30, 2003.................................F-B5
Auditors' report..............................................................................................F-B32
Consolidated balance sheets as at December 31, 2002 and 2001..................................................F-B33
Consolidated statements of operations for the years ended December 31, 2002, 2001 and 2000....................F-B34
Consolidated statements of cash flows for the years ended December 31, 2002, 2001 and 2000....................F-B35
Consolidated statements of common shareholders' equity for the years ended December 31, 2002, 2001
and 2000...................................................................................................F-B36
Notes to the consolidated financial statements................................................................F-B37

HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF TVX:
Auditors' report...............................................................................................F-C1
Consolidated balance sheets as at December 31, 2002 and 2001...................................................F-C2
Consolidated statements of operations for the years ended December 31, 2002, 2001 and 2000.....................F-C3
Consolidated statements of deficit for the years ended December 31, 2002, 2001 and 2000........................F-C4
Consolidated statements of cash flows for the years ended December 31, 2002, 2001 and 2000.....................F-C5
Notes to consolidated financial statements.....................................................................F-C6

HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF ECHO BAY:
Report of independent chartered accountants....................................................................F-D1
Consolidated balance sheets as at December 31, 2002 and 2001...................................................F-D2
Consolidated statements of operations for the years ended December 31, 2002, 2001 and 2000.....................F-D3
Consolidated statements of deficit for the years ended December 31, 2002, 2001 and 2000........................F-D3
Consolidated statements of cash flows for the years ended December 31, 2002, 2001 and 2000.....................F-D4
Notes to consolidated financial statements.....................................................................F-D5

HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF CROWN:
Consolidated balance sheets as at September 30, 2003 and December 31, 2002 (unaudited).........................F-E1
Consolidated statements of operations for the nine months ended September 30, 2003 and 2002 (unaudited)........F-E2
Consolidated statements of cash flows for the nine months ended September 30, 2003 and 2002 (unaudited)........F-E3
Notes to consolidated financial statements.....................................................................F-E4
Independent auditors' report..................................................................................F-E12
Consolidated balance sheets as at December 31, 2002 and 2001..................................................F-E13
Consolidated statements of operations for the years ended December 31, 2002, 2001 and 2000....................F-E14
Consolidated statements of stockholders' equity and comprehensive income (loss) for the years ended
December 31, 2002, 2001 and 2000...........................................................................F-E15
Consolidated statements of cash flows for the years ended December 31, 2002, 2001 and 2000....................F-E16
Notes to consolidated financialstatements.....................................................................F-E17

261

COMPILATION REPORT ON PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

To the Directors of
Kinross Gold Corporation

We have read the accompanying unaudited pro forma consolidated statements of
operations of Kinross Gold Corporation (the "Company") for the nine months ended
September 30, 2003 and for the year ended December 31, 2002, and have performed
the following procedures:

1. Compared the figures in the column captioned "Kinross Results of
Operations as reported" to the unaudited consolidated financial statements of
the Company for the nine months ended September 30, 2003, and found them to be
in agreement.

2. Compared the figures in the column captioned "TVX Results of Operations
for January" to the unaudited consolidated financial statements of the Company
for the one month ended January 31, 2003, and found them to be in agreement.

3. Compared the figures in the column captioned "Echo Bay Results of
Operations for January" to the unaudited consolidated financial statements of
the Company for the one month ended January 31, 2003, and found them to be
in agreement.

4. Compared the figures in the column captioned "Kinross" to the audited
financial statements of the Company for the year ended December 31, 2002, and
found them to be in agreement.

5. Compared the figures in the column captioned "TVX" to the audited
financial statements of TVX Gold Inc. for the year ended December 31, 2002, and
found them to be in agreement.

6. Compared the figures in the column captioned "Echo Bay" to the audited
financial statements of Echo Bay Mines Ltd. for the year ended December 31,
2002, and found them to be in agreement.

7. Made enquiries of certain officials of the Company who have
responsibility for financial and accounting matters about:

(a) the basis for determination of the pro forma adjustments; and

(b) whether the unaudited pro forma consolidated statements of
operations complies as to form in all material respects with the
regulatory requirements of the various Securities Commissions and similar
regulatory authorities in Canada.

The officials:

(a) described to us the basis for determination of the pro forma
adjustments; and

(b) stated that the unaudited pro forma consolidated statements of
operations complies as to form in all material respects with the
regulatory requirements of the various Securities Commissions and similar
regulatory authorities in Canada.

8. Read the notes to the unaudited pro forma consolidated statements of
operations and found them to be consistent with the basis described to us for
determination of the pro forma adjustments.

9. Recalculated the application of the pro forma adjustments to the
aggregate of the amounts in the columns captioned "Kinross Results of Operations
as reported," "TVX Results of Operations for January" and "Echo Bay Results of
Operations for January" for the nine months ended September 30, 2003, and to the
aggregate of the amounts in the columns captioned "Kinross," "TVX" and "Echo
Bay" for the year ended December 31, 2002, and found the amounts in the column
captioned "Pro forma Results of Operations" and "Pro forma Consolidated,"
respectively, to be arithmetically correct.

A pro forma financial statement is based on management assumptions and
adjustments which are inherently subjective. The foregoing procedures are
substantially less than either an audit or review, the objective of which is the
expression of assurance with respect to management's assumptions, the pro forma
adjustments, and the application of the adjustments to the historical financial
information.

Accordingly, we express no such assurance. The foregoing procedures would not
necessarily reveal matters of significance to the unaudited pro forma
consolidated statements of operations, and we therefore make no representation
about the sufficiency of the procedures for the purposes of a reader of such
statements.

(SIGNED) DELOITTE & TOUCHE LLP
Chartered Accountants

Toronto, Ontario
December 22, 2003

F-A1

COMMENT FOR UNITED STATES READERS ON DIFFERENCES BETWEEN CANADIAN AND UNITED
STATES REPORTING STANDARDS

The above opinion, provided solely pursuant to Canadian requirements, is
expressed in accordance with reporting standards generally accepted in Canada.
Such standards contemplate the expression of an opinion with respect to the
compilation of unaudited pro forma financial statements. U.S. standards do not
provide for the expression of an opinion on the compilation of unaudited pro
forma financial statements. To report in conformity with United States standards
on the reasonableness of the pro forma adjustments and their application to the
unaudited pro forma consolidated statements of operations would require an
examination or review which would be substantially greater in scope than the
review as to compilation only that we have conducted. Consequently, under U.S.
standards, we would be unable to express any opinion with respect to the
compilation of the accompanying unaudited pro forma consolidated statements of
operations.

(SIGNED) DELOITTE & TOUCHE LLP
Chartered Accountants

Toronto, Canada
December 22, 2003

KINROSS GOLD CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
(Expressed in millions of U.S. Dollars except Per Share Amounts)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003

Kinross TVX Echo Bay Pro forma
Results of Results Results Results
Operations of Operations of Operations Pro forma of
Note as reported for January for January adjustments Operations
------------ ------------- ------------- ----------- -----------

REVENUE
Mining revenue $ 428.6 $ 11.7 $ 16.7 $ 457.2
2.1 0.2
Interest and other income 5.2 0.3 - - 5.5
Mark-to- market gain on call
options 0.3 - - - 0.3
------------ ------------- ------------- ----------- -----------
434.1 12.0 16.7 0.2 463.0
------------ ------------- ------------- ----------- -----------
EXPENSES
Operating 301.4 6.1 11.0 - 318.6
2.1 (0.2)
2.2 0.3
General and administrative 16.5 6.2 11.1 - 17.4
2.3 (16.4)
Exploration and business
development 18.7 0.3 0.8 - 19.8
Depreciation, depletion and
amortization 108.5 2.0 2.8 - 115.1
2.4 1.8
Loss on sale of assets 0.2 - - - 0.2
Loss on redemption of convertible
debentures 1.1 - - - 1.1
Foreign exchange gain (0.8) (0.8) - - (1.6)
Interest expense on long-term
liabilities 3.1 - - - 3.1

Writedown of marketable securities 0.1 - - - 0.1
------------ ------------- ------------- ----------- -----------
448.8 13.8 25.7 (14.5) 473.8
------------ ------------- ------------- ----------- -----------

(14.7) (1.8) (9.0) 14.7 (10.8)

Minority interest (0.1) - - - (0.1)
------------ ------------- ------------- ----------- -----------

LOSS BEFORE TAXES AND DIVIDENDS ON
CONVERTIBLE PREFERRED SHARES OF
SUBSIDIARY COMPANY (14.8) (1.8) (9.0) 14.7 (10.9)

PROVISION FOR INCOME AND MINING TAXES (7.1) (0.5) - - (7.6)
------------ ------------- ------------- ----------- -----------

LOSS FOR THE PERIOD BEFORE DIVIDENDS
ON CONVERTIBLE PREFERRED SHARES OF
SUBSIDIARY COMPANY (21.9) (2.3) (9.0) 14.7 (18.5)

DIVIDENDS ON CONVERTIBLE PREFERRED
SHARES OF SUBSIDIARY COMPANY (0.6) - - - (0.6)
------------ ------------- ------------- ----------- -----------

NET LOSS FOR THE PERIOD $ (22.5) $ (2.3) $ (9.0) $ 14.7 $ (19.1)
============ ============= ============= =========== ===========

ATTRIBUTABLE TO COMMON SHAREHOLDERS:

NET LOSS FOR THE PERIOD $ (22.5) $ (2.3) $ (9.0) $ 14.7 $ (19.1)

INCREASE IN EQUITY COMPONENT OF
CONVERTIBLE DEBENTURES (6.5) - - - (6.5)

GAIN ON REDEMPTION OF CONVERTIBLE
DEBENTURES 16.5 - - - 16.5
------------ ------------- ------------- ----------- -----------

NET LOSS ATTRIBUTABLE TO COMMON SHARES $ (12.5) $ (2.3) $ (9.0) $ 14.7 $ (9.1)
============ ============= ============= =========== ===========

LOSS PER SHARE
BASIC AND DILUTED $ (0.04) $ (0.03)

WEIGHTED AVERAGE NUMBER COMMON
SHARES OUTSTANDING 297.4 297.4

TOTAL OUTSTANDING AND ISSUED COMMON
SHARES AT SEPTEMBER 30 338.4 338.4

F-A2

1. BASIS OF PRESENTATION

The unaudited pro forma statement of operations for the nine months ended
September 30, 2003 has been prepared by management based on the unaudited
consolidated statement of operations of the Company for the nine months ended
September 30, 2003, including eight months of results from the previous TVX and
Echo Bay operations, and the unaudited results of operations for TVX and Echo
Bay for January, 2003. The pro forma statement of operations is presented as if
the combination had occurred on January 1, 2003. TVX and Echo Bay results for
January were adjusted to remove any deal costs and depreciation, depletion and
amortization have been computed in accordance with the preliminary purchase
equation.

Accounting policies used in the preparation of the pro forma statement
are those disclosed in the Company's consolidated financial statements. In the
opinion of management of the Company, this pro forma financial statement
includes all adjustments necessary for a fair presentation applicable to the
preparation of the pro forma financial statement.

The pro forma financial statement is not necessarily indicative either of
the results that actually would have been achieved if the transactions reflected
therein had been completed on the dates indicated or the results which may be
obtained in the future. In preparing this pro forma financial statement, no
adjustments have been made to reflect transactions which have occurred since the
dates indicated or the operating synergies and general and administrative cost
savings expected to result from combining the operations of the Company, TVX and
Echo Bay.

2. PRO FORMA ADJUSTMENTS

2.1 To increase Echo Bay revenue and operating costs by $0.2 million
to reflect silver sales, in accordance with the Company's accounting policies.

2.2 To increase TVX operating costs by $0.3 million to reflect the
impact of expensing stripping costs as incurred, in accordance with the
Company's accounting policies.

2.3 To reduce TVX general and administrative expense by $5.4 million
and Echo Bay general and administrative expense by $11.0 million for severance
and deal costs recorded in January.

2.4 To increase depreciation, depletion and amortization expense by
$1.8 million as a result of the preliminary allocation of the purchase price for
the TVX and Echo Bay assets.

F-A3

3. RECONCILIATION OF UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
FROM CDN GAAP TO U.S. GAAP

The table below sets out the material adjustments to pro forma
consolidated net loss reflected in the unaudited pro forma consolidated
financial information which would be required if U.S. GAAP had been applied.
Under U.S. GAAP, the pro forma consolidated information only reflects the income
(loss) from continuing operations, before nonrecurring charges or extraordinary
items. These tables should be read in conjunction with Note 21 of the Company's
audited consolidated financial statements incorporated by reference and with
Notes 17 and 13 of TVX's and Echo Bay's audited consolidated financial
statements, respectively incorporated by reference.

RECONCILIATION OF PRO FORMA CONSOLIDATED NET LOSS
(AMOUNTS IN MILLIONS OF U.S. DOLLARS)

NINE MONTHS ENDED
SEPTEMBER 30, 2003

PRO FORMA NET LOSS UNDER CDN GAAP $ (19.1)

ADJUSTMENTS FOR:

Reduction in depreciation, depletion and amortization under U.S. GAAP (a) 4.8

Increase in convertible debenture interest (b) (5.2)

Recognition of exchange losses on convertible debentures (b) (16.9)

Loss on redemption of Kinross convertible debentures (b) 1.1

Change in market value of commodity and foreign exchange derivative contracts (c) 0.9

Cumulative effect of a change in accounting principle (d) (12.1)

Increase in depreciation, depletion and amortization under SFAS 143 (d) (0.6)

Accretion expense under SFAS 143 net of reclamation accrued for CDN GAAP (d) (1.3)
----------

PRO FORMA NET LOSS UNDER U.S. GAAP $ (48.4)
==========

(a) The GAAP difference exists from the historical requirement to discount
future cash flows from impaired properties under U.S. GAAP while not discounting
future cash flows from impaired properties for CDN GAAP. As a result, the
depreciable base for Kinross property, plant and equipment for U.S. GAAP is
smaller than the depreciable base for CDN GAAP, resulting in lower annual U.S.
GAAP amortization expense. The decrease to the net loss is $4.8 million for
Kinross in the nine months ended September 30, 2003.

(b) Under CDN GAAP, convertible debentures are accounted for in accordance
with their substance and, as such, are presented in the financial statements in
accordance with their liability and equity component parts. Under U.S. GAAP, the
entire principal amount of convertible debentures is treated as debt with
interest expense based on the coupon rate of 5.5%. The increase to net loss to
account for the interest expense amounted to $5.2 million for Kinross for the
nine months ended September 30, 2003.

In addition, under CDN GAAP, unrealized foreign exchange gains and losses
on the debt component of the Canadian dollar denominated debentures are
recognized in income. For U.S. GAAP, in addition to including these gains and
losses in income, unrealized exchange gains and losses related to the portion of
the convertible debentures included in equity under CDN GAAP are also included
in income. With the redemption of the debentures on September 29, 2003, the
foreign exchange losses became realized. The increase in the net loss as a
result of recognizing these realized foreign exchange losses is $16.9 million
for the nine months ended September 30, 2003.

F-A4

As a result of the accounting treatment for U.S. GAAP, there is no gain
or loss on the redemption of the debentures. As such, the net loss is reduced by
$1.1 million for the nine months ended September 30, 2003, to reverse the loss
on redemption of convertible debentures booked under CDN GAAP.

(c) On January 1, 2001, FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"), and the corresponding
amendments under FASB Statement No. 138 ("SFAS 138") were adopted for purposes
of U.S. GAAP. SFAS 133 requires that all derivative financial instruments be
recognized in the financial statements and measured at fair value regardless of
the purpose or intent for holding them. Changes in the fair value of derivative
financial instruments are either recognized periodically in income or
shareholders' equity (as a component of other comprehensive income), depending
on whether the derivative is being used to hedge changes in fair value or cash
flows. SFAS 138 amends certain provisions of SFAS 133 to clarify four areas
causing difficulties in implementation. For derivatives designated as cash flow
hedges, the effective portions of changes in fair value of the derivative are
reported in other comprehensive income and are subsequently reclassified into
other income when the hedged item affects other income. Changes in fair value of
the derivative instruments used as economic instruments and ineffective portions
of hedges are recognized in other income in the period incurred.

Under CDN GAAP, unrealized gains, losses, revenues and expenses
associated with derivative financial instruments designated as hedges of
anticipated transactions are accounted for off balance sheet until recorded in
income as an adjustment to the underlying hedged item and realized gains and
losses on derivative financial instruments hedging anticipated transactions are
deferred and recognized in income when the underlying hedged item is recorded.
Option premiums for purchased options in hedging relationships are deferred and
recognized in income as an adjustment to the underlying hedged item. Derivatives
that are not designated in a hedging relationship are carried at fair value,
consistent with U.S. GAAP requirements. U.S. GAAP differences relate primarily
to the recognition of the balance sheet fair value of derivatives in hedging
relationships and the associated other comprehensive income and ineffectiveness
amounts for those same derivatives.

The decrease to the net loss of $0.9 million for the nine months ended
September 30, 2003 is comprised of an increase in fair value of derivative
financial instruments in designated hedging relationships in respect of the
Company.

(d) On January 1, 2003, FASB Statement No. 143, "Accounting for Asset
Retirement Obligations" ("SFAS 143") was adopted for purposes of U.S. GAAP. SFAS
143 requires that the fair value of liabilities for asset retirement obligations
associated with tangible long-lived assets be recognized in the period in which
they are incurred. For the purposes of applying SFAS 143, asset retirement
obligations are based principally on legal and regulatory requirements
associated with the retirement of long-lived assets that result from the
acquisition, construction, development and/or the normal operation of a
long-lived asset. When the liability is initially recorded, a corresponding
increase to the carrying amount of the related asset is generally recorded and
depreciated over the useful life of the asset. Over time, the liability is
increased to reflect an interest element (accretion) considered in its initial
measurement at fair value. This differs from the Company's prior practice in
which estimated site restoration and closure costs were accrued over the
producing life of the mine with an annual charge to income. Under SFAS 143,
accretion is charged against income during the life of the mine and afterwards
until all obligations have been settled.

The Company is not required to re-measure the obligation at fair value
each period, but we are required to evaluate the cash flow estimates at the end
of each reporting period to determine whether the estimates continue to be
appropriate. Upon settlement of the liability, the Company will record a gain or
loss if the actual cost incurred is different than the liability recorded. The
cumulative effect of adopting SFAS 143 was to record a one-time charge of $12.1
million to income in the nine months ended September 30, 2003. In addition to
the cumulative effect of adopting SFAS 143, the Company recorded depreciation,
depletion and amortization of $0.6 million, accretion expense of $7.0 million
and reduced operating costs by $5.7 million for accruals made under CDN GAAP for
the nine months ended September 30, 2003. The Company will adopt similar
accounting treatment for CDN GAAP beginning January 1, 2004, which will be
applied retroactively.

F-A5

KINROSS GOLD CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
(Expressed in millions of U.S. Dollars except Per Share Amounts)
For the Year Ended December 31, 2002

Pro forma Pro forma
Note Kinross TVX Echo Bay adjustment Consolidated
------------- ------------- ------------- ----------- -------------

REVENUE
Mining revenue $ 261.0 $ 184.8 $ 206.5 - $ 656.8
2.5 (16.6)
2.4 - - - (5.4)
2.4 - - - (30.7)
2.6 - - - 57.2
Interest and other income 16.9 4.3 0.4 - 16.2
2.1 - - - (5.4)
Mark to market loss on call
options (2.7) - - - (2.7)
------------- ------------- ------------- ----------- -------------
275.2 189.1 206.9 (0.9) 670.3
------------- ------------- ------------- ----------- -------------
EXPENSES
Operating 174.8 121.4 142.2 - 449.8
2.5 - - - (13.0)
2.10 - - - 1.6
2.9 - - - (2.3)
2.6 - - - 25.1
General and administrative 11.3 6.3 9.1 - 26.7
Exploration 11.6 3.7 8.6 - 25.0
2.6 - - - 1.1
Depreciation, depletion and
amortization 85.3 34.1 35.3 - 176.2
2.5 - - - (4.5)
2.6 - - - 14.4
2.7 - - - 4.9
2.3 - - - 7.5
2.10 - - - (0.8)
Gain on sale of assets (2.7) - (1.2) - (3.1)
2.5 0.8
Loss on retirement of capital
securities - - 5.5 - 5.5
Foreign exchange loss (gain) 4.3 7.3 - - 11.6
Interest expense on long-term
liabilities 5.0 0.6 2.0 - 7.8
2.6 - - - 0.2
Writedown of marketable
securities 0.2 - - 0.2
and long-term investments
Write-down of property, plant and
equipment and other non-cash
charges 7.7 32.0 13.0 52.7
------------- ------------- ------------- ----------- -------------
297.5 205.4 214.5 35.0 752.4
------------- ------------- ------------- ----------- -------------
(22.3) (16.3) (7.6) (35.9) (82.1)
Share in loss of investee companies (0.6) - - - (0.6)
------------- ------------- ------------- ----------- -------------

LOSS BEFORE TAXES AND DIVIDENDS ON (82.7)
CONVERTIBLE PREFERRED SHARES OF
SUBSIDIARY COMPANY (22.9) (16.3) (7.6) (35.9)

PROVISION FOR INCOME AND MINING
TAXES (6.5) (7.3) (0.1) - (18.5)
2.6 - - - (5.1)
2.8 - - - 0.5
MINORITY INTEREST AND PARTICIPATION
RIGHTS - (7.0) - - (0.2)
2.2 - - - 7.0
2.6 - - - (0.2)
------------- ------------- ------------- ----------- -------------
LOSS FOR THE YEAR BEFORE DIVIDENDS ON
CONVERTIBLE PREFERRED SHARES OF (29.4) (30.6) (7.7) (33.7) (101.4)
SUBSIDIARY COMPANY

DIVIDENDS ON CONVERTIBLE PREFERRED
SHARES OF SUBSIDIARY COMPANY (1.5) - - - (1.5)
------------- ------------- ------------- ----------- -------------

NET LOSS FOR THE PERIOD (30.9) (30.6) (7.7) (33.7) (102.9)

INCREASE IN EQUITY COMPONENT OF
CONVERTIBLE INSTRUMENTS (7.3) - - - (7.3)

LOSS ON RETIREMENT OF CAPITAL
SECURITIES, NET OF NIL TAX EFFECT - - (136.9) - (136.9)
------------- ------------- ------------- ----------- -------------

NET LOSS FOR THE PERIOD
ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (38.2) $ (30.6) $ (144.6) $ (33.7) $ (247.1)
============= ============= ============= =========== =============

LOSS PER SHARE
Basic and diluted $ (0.32) $ (0.75) $ (0.34) $ (0.80)

F-A6

1. BASIS OF PRESENTATION

The unaudited pro forma statement of operations for the year ended
December 31, 2002 has been prepared by management based on the audited
consolidated statements of operations of the Company, TVX and Echo Bay for the
year ended December 31, 2002. The pro forma statement of operations is presented
as if the combination had occurred on January 1, 2002. The pro forma statement
of operations has been reclassified to reflect classifications consistent with
the presentation adopted by the Company.

2. PRO FORMA ADJUSTMENTS

The pro forma statement of operations incorporates the following
assumptions:

- Completion of the acquisition of the Newmont interest in the TVX
Newmont Americas joint venture.

- Completion of transactions resulting in the combination of the
businesses of the Company, TVX and Echo Bay.

- Approval of the combination by the shareholders of the Company,
TVX and Echo Bay.

In respect of TVX and Echo Bay, certain adjustments as described more
fully in 2.15 and 2.16 below, are required to achieve conformity with the
accounting methods used by the Corporation and ultimately by the combined
companies. These pro forma financial statements give effect to the above
assumptions and the following adjustments:

2.1 To reduce interest income by $5.4 million for the year ended
December 31, 2002 to reflect the net change in cash resources arising from the
expenditures of $29.7 million for estimated future costs associated with the
combination transaction and the acquisitions of Newmont's ownership interest in
the TVX Americas Joint Venture for $180.0 million and 43.4% of Omolon Gold
Mining Company for $44.7 million.

2.2 To reduce minority interest and participation rights by $7.5
million for the year ended December 31, 2002 as a consequence of the acquisition
of Newmont's interest in the TVX Newmont Americas Joint Venture.

2.3 To increase depreciation, depletion and amortization expense by
$7.5 million for the year ended December 31, 2002 as a result of the preliminary
allocation of the purchase price of the acquisitions of TVX, Echo Bay and
Newmont's ownership interest in the TVX Newmont Americas Joint Venture. The
revised depreciation, depletion and amortization are computed on a unit of
production basis , based on the Company's accounting policies and the estimated
mine lives.

2.4 To reduce mining revenue by $36.1 million (Echo Bay - $30.7, TVX -
$5.4) for the year ended December 31, 2002 to reflect the elimination of
deferred gains and losses on pro forma operations. The deferred gains and losses
arise from derivative contracts that qualify for hedge accounting and have been
realized as income over the original delivery schedule of the contracts. On fair
valuing the deferred gains and losses, no value is allocated to these assets and
liabilities as the cash has already been received by Echo Bay and TVX,
respectively.

2.5 To reduce mining revenue, operating costs, depreciation, depletion
and amortization and gain on sale of assets, by $16.6 million, $13.0 million,
$4.5 million and $0.8 million, respectively, for the year ended December 31,
2002 to reflect the pro forma sale of the McCoy Cove mine to Newmont concurrent
with the Combination.

F-A7

2.6 The following adjustments are recorded in the statement of
operations to reflect the acquisition of 43.4% of Omolon Gold Mining Company
("Omolon") as if it had occurred effective January 1, 2002.

YEAR ENDED
DECEMBER 31, 2002
-------------------

REVENUE
Mining revenue $ 57.2

EXPENSES
Operating 25.1
Exploration 1.1
Depreciation, depletion and amortization 14.4
Interest expense on long-term liabilities 0.2
--------
40.8
--------

INCOME BEFORE TAXES 16.4